OR ANY OTHER
EMPLOYEE BENEFIT ARRANGEMENT OR COMMITMENT WHICH IS OR HAS BEEN MAINTAINED OR
CONTRIBUTED TO BY SELLER, (C) ANY PORTION OF ANY BONUSES EARNED OR ACCRUED UPON
THE BASIS OF ANY EVENTS OCCURRING ON OR PRIOR TO THE EFFECTIVE DATE, (D) ANY
ACCRUED VACATION BENEFITS, (E) ANY OBLIGATION TO REIMBURSE ANY EMPLOYEE FOR
EXPENSES INCURRED ON OR PRIOR TO THE EFFECTIVE DATE, OR (F) ANY OBLIGATION TO
PAY SALES COMMISSIONS TO EMPLOYEES ON ACCOUNT OF SALES MADE ON OR PRIOR TO THE
EFFECTIVE DATE AND WITH RESPECT TO WHICH SALES SELLER HAS RECEIVED PAYMENT ON OR
PRIOR TO THE EFFECTIVE DATE;
(3)
LIABILITIES AND OBLIGATIONS ARISING FROM OR RELATING TO CLAIMS OR
LIABILITIES FOR BENEFITS OR PAY UNDER ANY SEVERANCE ARRANGEMENT OF OR BINDING
UPON SELLER, INCLUDING THOSE RELATED TO ANY ALLEGED WRONGFUL TERMINATION OF
EMPLOYMENT SOLELY AS A RESULT OF
13
THE TRANSACTIONS CONTEMPLATED HEREBY INCLUDING WORKERS ADJUSTMENT RETRAINING AND
NOTIFICATION ACT (THE "WARN ACT") LIABILITIES AND OBLIGATIONS;
(4)
ANY LIABILITY OR OBLIGATION WHICH, ABSENT THIS PROVISION,
COMPRISES A PART OF THE ASSUMED LIABILITIES BUT WHICH IS COVERED BY ANY
INSURANCE POLICY MAINTAINED BY SELLER OR ANY OF SELLER'S AFFILIATES (BUT, THEN,
ONLY TO THE EXTENT OF SUCH INSURANCE COVERAGE AND THE AMOUNT OF ANY DEDUCTIBLE
OR SELF-INSURED RETENTION);
(5)
ANY (A) INTER-COMPANY CHARGES OR AMOUNTS DUE TO PARENT OR ANY
AFFILIATE OF SELLER OR PARENT, (B) CLAIMS RELATING TO INTER-FRANCHISE PAYMENT
OBLIGATIONS WHICH ARE BASED ON THE NON-PAYMENT OF AMOUNTS OWING ANY OTHER
FRANCHISEE OF THE FRANCHISOR, EXCEPT TO THE EXTENT THAT AMOUNTS THEREFOR ARE
INCLUDED IN THE CALCULATION OF THE FINAL CLOSING WORKING CAPITAL, (C) AMOUNTS
DUE FOR BORROWED MONEY, (D) OBLIGATIONS ARISING UNDER ANY AGREEMENT, INSTRUMENT
OR OTHER CONTRACTUAL UNDERTAKING OR COMMITMENT THAT IS NOT AN ASSIGNED CONTRACT
OR WHICH IS NOT AN ASSUMED LIABILITY, (E) INTER-FRANCHISE OBLIGATIONS RELATING
TO PAYMENT FOR TRAINING PROVIDED BY FRANCHISEES OF THE FRANCHISOR OTHER THAN
BUYER OR ITS AFFILIATES UPON REDEMPTION OF NATIONAL TRAINING COUPONS SOLD BY
SELLER ON OR PRIOR TO THE EFFECTIVE DATE IN CIRCUMSTANCES WHERE THE SAME ARE
REDEEMED MORE THAN ONE (1) YEAR AFTER THE ISSUANCE OF SUCH COUPONS.
(6)
ANY ACCOUNTS PAYABLE NOT INCLUDED IN THE CALCULATION OF THE FINAL
CLOSING WORKING CAPITAL OR NOT INCLUDED IN THE REDUCTION TO THE CASH PURCHASE
PRICE AS PROVIDED IN SECTION 3.1(A);
(7)
ANY (A) LIABILITY OR OBLIGATION TO INDEMNIFY ANY DIRECTOR,
OFFICER, EMPLOYEE OR AGENT OF SELLER, EXCEPT WITH REGARD TO INDEMNIFICATION
OBLIGATIONS OWED TO SELLER FROM BUYER ARISING UNDER THIS AGREEMENT, (B) WITH
RESPECT TO PERIODS ENDING ON OR PRIOR TO THE EFFECTIVE DATE, LIABILITY ARISING
OUT OF OR IN CONNECTION WITH ANY VIOLATION OF A STATUTE OR GOVERNMENTAL RULE,
REGULATION, DIRECTIVE OR OTHER REQUIREMENT, AND ANY LIABILITY OR OBLIGATION OF A
CONDITIONAL, CONTINGENT OR SIMILAR NATURE, OR (C) LIABILITY OR OBLIGATION WHICH
ARISES FROM OR IS BASED ON A CLAIM FOR INJURY TO OR DEATH OF PERSONS, OR DAMAGE
TO OR DESTRUCTION OF PROPERTY, REGARDLESS OF WHEN ASSERTED, BUT WHICH ARISES
FROM