entered into
among the parties in connection herewith or (b) in connection with tax or other
regulatory filings, litigation or financial reporting.
In addition, the
providing party will make available to the requesting party or its Affiliate,
upon reasonable request and to the extent still employed by the providing party,
personnel who are familiar with any such matter requested.
7.12
Product Formulation Royalties.
From and after the Closing Date,
MFFB or its Affiliates, as applicable, shall notify Buyer within five (5) days
of its receipt of any Product Formulation Royalties that are to be paid to the
Buyer hereunder, which notice shall include sufficient detail setting forth the
calculation of such amounts.
Within fifteen (15) days of the collection or
receipt by MFFB or its Affiliates, as applicable, of any Product Formulation
Royalties, MFFB or its Affiliates shall pay to, or as directed by, Buyer such
amounts owing Buyer in immediately available funds by wire transfer.
All
payments pursuant to this Section 7.12 shall be made in accordance with the
allocation schedule for the applicable Vendor Agreements attached hereto as
Schedule 7.12 (the "Vendor Allocation Schedule").
Notwithstanding the
foregoing, MFFB shall use, and shall cause its Affiliates to use, good faith
efforts to have the counterparty to each Vendor Agreement pay Buyer the Product
Formulation Royalties directly, based upon the Vendor Allocation Schedule.
In
addition, MFFB shall use its good faith efforts, or cause its Affiliates to use
good faith efforts, to assist Buyer transitioning any services received pursuant
to a Vendor Agreement to Buyer as Buyer may request.
7.13
Lease Obligations.
(A)
GENERAL.
EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 7.13, MFFB AND ITS
AFFILIATES SHALL RETAIN ALL LIABILITY FOR THOSE PRETZEL TIME AND PRETZELMAKER
LOCATIONS SET FORTH ON SCHEDULE 7.13(A) FOR WHICH MFFB OR ONE OF ITS AFFILIATES
IS EITHER THE TENANT UNDER THE LEASE OR GUARANTEES THE OBLIGATIONS UNDER THE
LEASE (COLLECTIVELY, "LEASE LOCATIONS").
IF BUYER TERMINATES THE FRANCHISE
AGREEMENT FOR ANY FRANCHISEE IN A LEASE LOCATION, BUYER SHALL USE ITS GOOD FAITH
EFFORTS TO PROVIDE MFFB AT LEAST THIRTY (30) DAYS PRIOR WRITTEN NOTICE OF SUCH
TERMINATION.
IF MFFB, OR ANY OF ITS SUCCESSORS AND ASSIGNS OF ANY MFFB OTHER
FRANCHISE BRAND, TERMINATES ANY MFFB OTHER FRANCHISE BRAND AT A LEASE LOCATION,
MFFB SHALL USE ITS GOOD FAITH EFFORTS TO PROVIDE BUYER AT LEAST THIRTY (30) DAYS
PRIOR WRITTEN NOTICE OF SUCH TERMINATION.
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(B)
NOTWITHSTANDING ANYTHING SET FORTH HEREIN TO THE CONTRARY, IF ANY FRANCHISE
AGREEMENT IN RESPECT OF ANY LEASE LOCATION IS TERMINATED BY BUYER, WITH OR
WITHOUT CAUSE, OR IS TERMINATED BY THE FRANCHISEE OF SUCH LEASE LOCATION, BUYER
AND MFFB SHALL EACH USE THEIR REASONABLE BEST EFFORTS TO (I) WITHIN THE FIRST
NINETY (90) DAYS FOLLOWING THE EFFECTIVE DATE OF SUCH TERMINATION, LOCATE
ANOTHER PERSON TO OPERATE THE FRANCHISE AT SUCH LEASE LOCATION, (II) BETWEEN
NINETY-ONE (91) AND ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE
OF SUCH TERMINATION, FIND A SUITABLE FRANCHISEE FROM ANY BRAND UNDER WHICH
EITHER