Common use of Actions After Closing Clause in Contracts

Actions After Closing. a. From and after the Closing Date, the parties shall use their reasonable best efforts to effectuate the transfer of the ownership of the Acquired Assets. b. Upon the request of Buyer, Sellers and, to the extent necessary, Principal Officer and Owners, shall execute, acknowledge and deliver all such further deeds, bills of sale, assignments, transfers, conveyances, powers of attorney and assurances as may be reasonably required to convey and transfer to and vest in Buyer and protect its right, title and interest in the Acquired Assets and as may be appropriate otherwise to carry out the transaction contemplated by this Agreement. c. For a period of eighteen (18) months after the Closing Date, each Seller agrees that (i) without the prior written consent of Buyer, such Seller will not recruit, hire or attempt to recruit or hire, directly or indirectly, any employee of Buyer; provided that the restriction on solicitation of employees set forth in this Section 10(c) shall apply only to employees of Buyer that are working at a Franchise Restaurant or the Joint Venture Restaurant or who were employees of any Seller prior to the consummation of the transactions contemplated by this Agreement. d. For a period of three (3) years from the date of this Agreement, each Seller agrees that it will not, directly or indirectly, engage in, participate in and shall have no interest as a shareholder, partner, joint venturer, agent, creditor or consultant, or in any other capacity, or have any other direct or indirect financial interest in the business or operations of any business, firm, person, partnership, corporation, enterprise or concern, that operates restaurants in the United States that have like menus as the Business as of the date hereof or that employ the same or similar restaurant themes as the Business on the date hereof or that have entertainment facilities (including games or rides) the same or similar to the Business on the date hereof; provided, however, nothing in this Agreement shall be deemed to prevent or limit the right of any Seller to (i) engage or participate in the business of leasing real estate, or (ii) own capital stock or other securities of any corporation, the securities of which are publicly owned or regularly traded in the over-the-counter market or on any securities exchange, provided that any Seller does not acquire beneficial ownership (as determined under Rule 13d-3 of the Securities Exchange Act of 1934) of more than five percent of issuer's outstanding securities of that class and that any Seller does not otherwise engage in any other activity that is restricted by the foregoing provisions of this subsection. e. Buyer agrees, with respect to the Leased Real Property, prior to exercising any renewal option set forth in a Real Property Lease or obtaining extension of such lease, to use reasonable efforts to obtain the release from such lease of Sellers who are lessees under such lease as well as any Owners or Principal Officers who are guarantors of such lease. ▇. ▇▇▇▇▇▇▇ shall be responsible for (a) all transfer, recording, real estate excise and other similar taxes and fees, arising out of or in connection with the transactions contemplated by this Agreement and (b) all applicable sales and use taxes arising on or before the Closing Date.

Actions After Closing. a. From and (a) The Company will make generally available to its security holders as soon as practicable, but not later than 90 days after the Closing Date, the parties shall use their reasonable best efforts to effectuate the transfer close of the ownership period covered thereby, an earnings statement (in form complying with the provisions of Rule 158 of the Acquired AssetsSecurities Act) for the twelve-month period beginning not later than the first day of the Company's fiscal quarter next following the effective date of the Registration Statement. b. Upon (b) The Company will use the request net proceeds received by it from the sale of Buyer, Sellers andthe Units in the manner specified in the Prospectus under "Use of Proceeds." (c) The Company agrees to indemnify and hold harmless, to the full extent necessarypermitted by law, Principal Officer the Investors and Ownerseach person, if any, who controls any Investor within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, against all losses, liabilities, claims, damages and expenses whatsoever (including, but not limited to, reasonable attorneys' fees and any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever (which fees and expenses shall executebe reimbursed to the Investors on a current basis within 30 days of invoice therefor), acknowledge and deliver any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject, insofar as such further deedslosses, bills liabilities, claims, damages or expenses (or actions in respect thereof) arise out of sale, assignments, transfers, conveyances, powers or are based upon any untrue statement or alleged untrue statement of attorney and assurances as may be reasonably required to convey and transfer to and vest in Buyer and protect its right, title and interest a material fact contained in the Acquired Assets and as may be appropriate otherwise to carry out the transaction contemplated by this Agreement. c. For a period of eighteen (18) months after the Closing Date, each Seller agrees that (i) without the prior written consent of Buyer, such Seller will not recruit, hire or attempt to recruit or hire, directly or indirectly, any employee of Buyer; provided that the restriction on solicitation of employees set forth in this Section 10(c) shall apply only to employees of Buyer that are working at a Franchise Restaurant Proxy Statement or the Joint Venture Restaurant Registration Statement (or who were employees of any Seller prior to amendment thereto), or any related preliminary prospectus or the consummation of the transactions contemplated by this Agreement. d. For a period of three (3) years from the date of this Agreement, each Seller agrees that it will not, directly or indirectly, engage in, participate in and shall have no interest as a shareholder, partner, joint venturer, agent, creditor or consultantProspectus, or in any other capacity, amendment thereof or have any other direct supplement thereto or indirect financial interest in arise out of or are based upon the business omission or operations of any business, firm, person, partnership, corporation, enterprise alleged omission to state therein a material fact required to be stated therein or concern, that operates restaurants in necessary to make the United States that have like menus as the Business as of the date hereof or that employ the same or similar restaurant themes as the Business on the date hereof or that have entertainment facilities (including games or rides) the same or similar to the Business on the date hereofstatements therein not misleading; provided, however, nothing that the Company will not be liable in this Agreement any such case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by an Investor expressly for use therein. (d) Each Investor, severally and not jointly, agrees to indemnify and hold harmless, to the full extent permitted by law, the Company and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, against all losses, liabilities, claims, damages and expenses whatsoever (including, but not limited to, reasonable attorneys' fees and any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever (which fees and expenses shall be deemed reimbursed to prevent the Company on a current basis within 30 days of invoice therefor), and any and all amounts paid in settlement of any claim or limit litigation), joint or several, to which they or any of them may become subject, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Proxy Statement or the Registration Statement (or any amendment thereto), or any related preliminary prospectus or the Prospectus, or in any amendment thereof or supplement thereto or arise out of or are based upon the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information furnished in writing by such Investor to the Company specifically for inclusion in such Proxy Statement, Registration Statement or Prospectus and has not been corrected in a subsequent writing prior to or concurrently with the effective date of the Registration Statement. (e) Promptly after receipt by an indemnified party under subsection (c) or (d) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify each party against whom indemnification is to be sought in writing of the commencement thereof (but the failure so to notify an indemnifying party shall not relieve it from any liability which it may have under this Section except to the extent that it has been prejudiced in any material respect by such failure or from any liability which it may have otherwise). In case any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and to the extent it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. Notwithstanding the foregoing, the indemnified party or parties shall have the right to employ its or their own counsel in any such case, but the fees and expenses of any Seller to such counsel shall be at the expense of such indemnified party or parties unless (i) engage or participate the employment of such counsel shall have been authorized in writing by one of the business indemnifying parties in connection with the defense of leasing real estatesuch action, (ii) the indemnifying parties shall not have employed counsel to have charge of the defense of such action within a reasonable time after notice of commencement of the action, or (iiiii) own capital stock or other securities in the reasonable judgment of any corporationthe indemnified party, based upon advice of its counsel, a conflict of interest may exist between such indemnified party and the indemnifying party with respect to such claims (in which case, the securities indemnified parties shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which are publicly owned or regularly traded in the over-the-counter market or on any securities exchange, provided that any Seller does not acquire beneficial ownership (as determined under Rule 13d-3 of the Securities Exchange Act of 1934) of more than five percent of issuer's outstanding securities of that class events such fees and that any Seller does not otherwise engage in any other activity that is restricted expenses shall be borne by the foregoing provisions of this subsection. e. Buyer agreesindemnifying parties; provided that, with respect to clause (iii), the Leased Real Propertyindemnifying party has consented in writing to the indemnified party's choice of counsel, prior which consent shall not be unreasonably withheld. In the event one or more law firms has represented both the indemnifying party and the indemnified party (the "Joint Counsel") and the indemnified party retains separate counsel, the indemnified party agrees that it shall not object to exercising the continued use of the Joint Counsel by the indemnifying party and further agrees to waive any renewal option set forth conflicts of interest. Under no circumstances shall any indemnified party take a position or make an argument in any proceeding in which such party is being indemnified that is inconsistent with or prejudicial to any position or argument advanced by the indemnifying party. If so requested by the indemnifying party, the indemnified party shall appeal a Real Property Lease or obtaining extension judgment rendered against such indemnified party; provided that the cost of such lease, to use reasonable efforts to obtain the release from such lease of Sellers who are lessees under such lease as well as any Owners or Principal Officers who are guarantors of such lease. ▇. ▇▇▇▇▇▇▇ appeal shall be responsible borne by the indemnifying party. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (ain addition to any local counsel) separate from their counsel for all transfer, recording, real estate excise and other indemnified parties in connection with any one action or separate but similar taxes and fees, or related actions in the same jurisdiction arising out of the same general allegations or circumstances. Anything in connection with this Section to the transactions contemplated by this Agreement contrary notwithstanding, an indemnifying party (A) shall not be liable for any settlement of any claim or action effected without its written consent; provided, however, that such consent was not unreasonably withheld; (B) shall be liable for the cost of appealing any judgment rendered against an indemnified party, or for any increase in the amount of a judgment resulting from such appeal, which consent may be withheld in the indemnifying parties' sole discretion; and (bC) shall be liable for a judgment rendered against an indemnified party only if such judgment is final and nonappealable. (f) The Company shall at all applicable sales times while the Notes, New Notes, Warrants or New Warrants are outstanding reserve and use taxes arising on keep available out of its authorized but unissued Common Stock solely for the purpose of effecting the conversion or before exercise of the Closing Dateforegoing securities the full number of shares of Common Stock deliverable upon exercise or conversion thereof.