IMMEDIATELY PRIOR TO THE SEMICOLON IN THE FIRST SENTENCE OF
SUCH SECTION: ", PLUS EIGHTY-FIVE PERCENT (85%) OF THE AGGREGATE DOLLAR AMOUNT
OF THE PURCHASED ACCOUNTS RECEIVABLE."
7.
BILLS OF SALE; ASSIGNMENT AND ASSUMPTION AGREEMENTS.
(A)
THE FOLLOWING SHALL BE ADDED TO THE ASSET PURCHASE AGREEMENT AS
SECTION 2.3:
"2.3
Effect of Other Documents on Allocation of Liabilities.
Since the
date hereof, the parties hereto have sent certain documents to third parties
describing their relative responsibilities for amounts owed to such third
parties.
The parties acknowledge and agree that such descriptions were intended
to be informative and that such descriptions shall not have any effect upon
either the Assumed Liabilities or Excluded Liabilities or any other provision of
this Agreement."
(B)
THE PARTIES HEREBY AGREE THAT THE BILLS OF SALE AND ASSIGNMENT AND
ASSUMPTION AGREEMENTS RELATING TO THE TRANSFER OF RIGHTS, TITLE AND INTEREST IN
AND TO THE OWNED PERSONAL PROPERTY AND INVENTORY, ASSIGNED CONTRACTS, ASSIGNED
LICENSES AND PERMITS, GENERAL INTANGIBLES DESCRIBED IN SECTION 1.1(Q) OF THE
PURCHASE AGREEMENT AND ANY OTHER PURCHASED ASSETS (COLLECTIVELY, THE "ESCROW
PROPERTY PURCHASED ASSETS") LOCATED AT OR RELATING SOLELY TO THE OPERATIONS OF
THE BAYMONT HOTELS LOCATED IN AUBURN, MASSACHUSETTS, CLEVELAND, OHIO AND
BLOOMINGTON, MINNESOTA AND THE WOODFIELD HOTEL LOCATED IN SHARONVILLE, OHIO (THE
"ESCROWED PROPERTIES"), SHALL EXCLUDE THE ESCROW PROPERTY PURCHASED ASSETS
UNLESS AND UNTIL SUCH TIME THAT TITLE TO SUCH ESCROWED PROPERTIES ARE CONVEYED
TO BUYER PURSUANT TO THE TERMS OF THE PURCHASE AGREEMENT.
8.
JOINT VENTURES.
THE PARTIES HEREBY AGREE THAT, EFFECTIVE AS OF
THE CLOSING, THE MANAGEMENT AGREEMENT BETWEEN EACH OF BAYMONT INNS, INC. AND
EACH SELLING JOINT VENTURE SHALL BE TERMINATED PURSUANT TO SEPARATE TERMINATION
OF MANAGEMENT AGREEMENTS RELATED TO EACH SUCH MANAGEMENT AGREEMENT FOR THE
CONSIDERATION PROVIDED FOR IN THE ORIGINAL PURCHASE AGREEMENT RATHER THAN BEING
TRANSFERRED TO BUYER AS PROVIDED FOR IN THE ORIGINAL PURCHASE AGREEMENT.
9.
EMPLOYEE MATTERS.
(A)
THE PARTIES HEREBY AGREE THAT NOTWITHSTANDING ANY PROVISIONS OF
THE ASSET PURCHASE AGREEMENT TO THE CONTRARY, INCLUDING, WITHOUT LIMITATION,
SECTION 6.1(A), BUYER
3
WILL ASSUME THE OBLIGATIONS FOR PAYING ALL OF THE SEVERANCE PAYMENTS DESCRIBED
ON APPENDIX A TO THE MARCUS EMPLOYEES LISTED ON APPENDIX A (THE "SEVERANCE
PAYMENTS"), AND BUYER SHALL RECEIVE A CREDIT FROM THE MARCUS ENTITIES FOR SIXTY
PERCENT (60%) OF THE AMOUNT OF SUCH SEVERANCE PAYMENTS AGAINST THE PURCHASE
PRICE AT THE TIME OF CLOSING IN ACCORDANCE WITH THE SECOND SENTENCE OF SECTION
12.3(B) OF THE ASSET PURCHASE AGREEMENT, EXCEPT FOR THE SEVERANCE PAYMENT TO THE
SINGLE EMPLOYEE SO-DESIGNATED ON APPENDIX A (FOR WHICH BUYER SHALL RECEIVE A
CREDIT FOR FIFTY PERCENT (50%) OF THE AMOUNT OF THE APPLICABLE SEVERANCE
PAYMENT).
BUYER SHALL MAKE THE ACTUAL SEVERANCE PAYMENTS TO SUCH EMPLOYEES ON
THE DATES OR AFTER THE PERIODS OF TEMPORARY EMPLOYMENT INDICATED ON APPENDIX A.
IN THE EVENT THAT ANY OF THE EMPLOYEES LISTED ON APPENDIX A DO NOT QUALIFY FOR
THEIR SEVERANCE PAYMENT PURSUANT TO THE TERMS OF THEIR RESPECTIVE EMPLOYMENT
LETTER AGREEMENTS AS INITIALLY ENTERED INTO, THEN BUYER SHALL REIMBURSE