NOT BE ASSUMED BY PURCHASER.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCLUDED LIABILITIES SHALL
INCLUDE:
(A)
ANY LIABILITIES FOR LEGAL, ACCOUNTING, AUDIT AND INVESTMENT
BANKING FEES, AND ANY OTHER FEES OR EXPENSES INCURRED BY SELLER IN CONNECTION
WITH THE NEGOTIATION AND PREPARATION OF THIS AGREEMENT AND THE SALE OF THE
PURCHASED ASSETS TO PURCHASER;
(B)
ANY LIABILITIES OF SELLER FOR TAXES, BUT SUBJECT TO THE PRORATIONS
AND ADJUSTMENTS SET FORTH HEREIN;
(C)
ANY LIABILITIES RELATING TO EXCLUDED ASSETS;
(D)
ANY LIABILITIES RELATING TO PENDING LITIGATION;
(E)
ALL OF SELLER'S INDEBTEDNESS OR ACCOUNTS PAYABLE WHICH AROSE PRIOR
TO THE DATE OF CLOSING; AND
(F)
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, (I) ANY
LIABILITIES. INCLUDING, WITHOUT LIMITATION, BACK PAY OR FRINGE BENEFITS OF
SELLER'S EMPLOYEES OR ANY OBLIGATION UNDER THE BENEFIT PLANS, FINES, PENALTIES,
ATTORNEY'S FEES AND COSTS OR OTHER LIABILITIES, INCLUDING, WITHOUT LIMITATION,
WARN LIABILITIES, RELATING TO SELLER'S EMPLOYEES (AS DEFINED BELOW), (II) ANY
DISPUTE WITH ANY LABOR ORGANIZATIONS, OR (III) ANY DISPUTE OR COST LIABILITY
RELATING THERETO, WITH ANY PAST OR PRESENT EMPLOYEE OF SELLER ARISING ON OR
PRIOR TO THE CLOSING DATE.
(G)
RAMADA AGREEMENTS.
PURCHASER MAY SEEK TO ASSUME THE RAMADA
AGREEMENTS AND SHALL PAY ALL APPLICATION AND INITIATION FEES AND OTHER COSTS IN
CONNECTION WITH SUCH ASSUMPTION.
PURCHASER ACKNOWLEDGES UNDER THE RAMADA
AGREEMENTS, RAMADA FRANCHISE SYSTEMS, INC. ("RAMADA") MUST CONSENT TO THE
ASSUMPTION BY PURCHASER OF THE RAMADA AGREEMENTS.
IN THE EVENT THAT PURCHASER
ELECTS NOT TO OR IS UNABLE TO ASSUME THE RAMADA AGREEMENTS FOR ANY REASON,
PURCHASER'S LIABILITY AS TO THE RAMADA AGREEMENTS (WHICH SHALL BE THE JOINT AND
SEVERAL LIABILITY OF THE PURCHASER PURSUANT TO THIS SECTION 5(G) AND OF GANASTE
PURSUANT TO SECTION 21 OF THE REAL PROPERTY PURCHASE AGREEMENT) SHALL BE LIMITED
TO ONE HUNDRED THOUSAND DOLLARS ($100,000), AND SELLER SHALL PAY ALL OTHER
AMOUNTS DUE THEREUNDER AS A RESULT OF SUCH TERMINATION.
6.
REPRESENTATIONS AND WARRANTIES OF SELLER.
SELLER REPRESENTS AND
WARRANTS TO EACH OF THE PURCHASER THAT, TO THE BEST OF SELLER'S KNOWLEDGE AND
BELIEF, THE FOLLOWING SHALL BE TRUE AND COMPLETE IN ALL MATERIAL RESPECTS:
6.1
ORGANIZATION.
SELLER IS DULY ORGANIZED AND VALIDLY EXISTING UNDER
THE LAWS OF ITS STATE OF INCORPORATION AND HAS ALL REQUISITE POWER AND AUTHORITY
TO CARRY ON ITS BUSINESS AS NOW BEING CONDUCTED.
SELLER IS DULY QUALIFIED OR
LICENSED TO DO BUSINESS AND IS IN GOOD STANDING IN EACH JURISDICTION IN WHICH
THE PROPERTY OWNED, LEASED OR OPERATED BY IT OR THE NATURE OF THE BUSINESS
CONDUCTED BY IT MAKES SUCH QUALIFICATION OR LICENSING NECESSARY.
6.2
LITIGATION.
NO ATTACHMENT, EXECUTION PROCEEDINGS, ASSIGNMENTS FOR
THE BENEFIT OF CREDITORS, INSOLVENCY, BANKRUPTCY, REORGANIZATION, OR OTHER
PROCEEDINGS ARE PENDING OR THREATENED AGAINST SELLER.
6.3
AUTHORITY.
SELLER HAS THE LEGAL POWER, RIGHT AND AUTHORITY TO
ENTER INTO THIS AGREEMENT AND THE INSTRUMENTS REFERENCED HEREIN AND TO
CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY.
6.4
REQUISITE ACTION.
ALL REQUISITE ACTION (CORPORATE, PARTNERSHIP OR
OTHERWISE) HAS BEEN TAKEN BY SELLER IN CONNECTION WITH ENTERING INTO THIS
AGREEMENT, THE INSTRUMENTS REFERENCED