GIVE FULL EFFECT TO THE TRANSACTIONS PROVIDED FOR HEREIN.
SUCH SHALL
INCLUDE, BUT NOT BE LIMITED TO, THE FOLLOWING:
(A)
CASH PAYMENT.
BUYER SHALL PAY (I) TO SELLER,
THE CASH PAYMENT AS PROVIDED FOR IN SECTION 2.1(A) AND PAY (II) TO FRANCHISOR,
THE SUM OF SEVENTY-FIVE THOUSAND ($75,000.00) DOLLARS IN FULL SATISFACTION OF
BUYER'S OBLIGATION TO PAY AN INITIAL FRANCHISE FEE (THE "INITIAL FRANCHISE FEE")
IN CONNECTION WITH THE MATTERS PROVIDED FOR IN SECTION 3.5(B) BELOW.
(B)
ASSUMPTION.
BUYER WILL EXECUTE AND DELIVER,
OR HAS EXECUTED AND DELIVERED, TO SELLER (I) THE ASSIGNMENT AND ASSUMPTION
AGREEMENT PURSUANT TO WHICH, AMONG OTHER THINGS, THE BUYER ASSUMES THE ASSUMED
LIABILITIES AND ALL OBLIGATIONS ACCRUING ON OR AFTER THE EFFECTIVE DATE UNDER
ANY OF THE ASSIGNED CONTRACTS, AND (II) THE ASSIGNMENT OF LEASE PURSUANT TO
WHICH, AMONG OTHER THINGS, THE BUYER ASSUMES THE OBLIGATIONS OF SELLER UNDER THE
FACILITIES LEASE TO THE EXTENT SAME ACCRUE FROM AND AFTER THE EFFECTIVE DATE.
(C)
SECRETARY'S CERTIFICATE; RESOLUTIONS.
THE
SECRETARY OR OTHER OFFICER OF BUYER HAS DELIVERED OR SHALL HAVE DELIVERED TO
SELLER A CERTIFICATE, DATED AS OF THE EFFECTIVE DATE, AND TO THE EFFECT THAT ALL
ACTION REQUIRED TO AUTHORIZE AND DIRECT THE EXECUTION AND PERFORMANCE OF THIS
AGREEMENT AND ANY OTHER AGREEMENT OR INSTRUMENT OF CONVEYANCE PROVIDED FOR
HEREIN HAS BEEN TAKEN; AND THAT ALL SUCH ACTION SO TAKEN REMAINS IN EFFECT
WITHOUT MODIFICATION OR REVOCATION.
THERE SHALL BE ATTACHED TO SUCH CERTIFICATE
A TRUE AND COMPLETE COPY OF THE RESOLUTIONS ADOPTED BY THE MEMBERS OF BUYER
AUTHORIZING SUCH ACTIONS.
(D)
ACTS FOLLOWING CLOSING: TRAINING OBLIGATIONS.
BUYER HAS DETERMINED THAT THE PROCEDURES REQUIRED TO BE FOLLOWED BY THEC WHICH
ARE NECESSARY TO BE COMPLIED WITH IN ORDER FOR BUYER TO ENJOY THE BENEFITS OF
THIS AGREEMENT ARE SUCH THAT BUYER'S APPLICATION MAY NOT BE SUBMITTED NOR ACTED
UPON UNTIL AFTER THE CLOSING HEREUNDER.
BUYER AGREES (I) TO MAKE TIMELY
APPLICATION TO THEC FOR SUCH PERMITS AND LICENSES AS MAY BE REQUIRED FOR SUCH
PURPOSES, (II) TO NOTIFY SELLER OF ANY PROGRESS OCCURRING WITH REGARD THERETO,
AND (III) TO OBTAIN FINAL APPROVAL OF SUCH PERMITS AND LICENSES FROM THEC NO
LATER THAN NINETY (90) DAYS AFTER THE EFFECTIVE DATE, FAILING IN WHICH BUYER
SHALL BE RESPONSIBLE FOR PAYING FOR THE DELIVERY OF TRAINING SUFFICIENT TO MEET
THE SELLER'S TRAINING OBLIGATIONS.
3.4
PRORATIONS AT CLOSING.
ANY AND ALL REAL
PROPERTY TAXES, PERSONAL PROPERTY TAXES, ASSESSMENTS, LEASE RENTALS, AND OTHER
CHARGES APPLICABLE TO THE LEASED PREMISES, THE PURCHASED ASSETS OR THE ASSUMED
LIABILITIES WILL BE PRORATED TO THE EFFECTIVE DATE, AND SUCH TAXES AND OTHER
CHARGES SHALL BE ALLOCATED BETWEEN THE PARTIES BY ADJUSTMENT AT THE CLOSING, OR
AS SOON THEREAFTER AS THE PARTIES MAY AGREE.
9
3.5
OTHER AGREEMENTS.
IN ADDITION TO THE
MATTERS PROVIDED FOR ELSEWHERE IN THIS AGREEMENT, AT OR PRIOR TO THE CLOSING,
THE PARTIES SHALL ADDITIONALLY EXECUTE, OR CAUSE THEIR AFFILIATES NAMED THEREIN
TO EXECUTE, THE FOLLOWING SEPARATE AGREEMENTS:
(A)
EMPLOYMENT ARRANGEMENTS.
ON THE CLOSING DATE
BUT AS OF THE EFFECTIVE