Common use of Contracts and Arrangements Clause in Contracts

Contracts and Arrangements. (a) Except for the Franchise Agreements, Leases, Easements, and the Contracts set forth on Schedule 2.12 hereto (the Contracts set forth on Schedule 2.12 being referred to herein, collectively, as the "Other Contracts"), Seller has no Contract relating to the Restaurants, Assets or Real Properties, including, without limiting the generality of the foregoing, any (i) Contract for the purchase or sale of Inventory; (ii) Contract for the purchase or sale of supplies, services or other items; (iii) Contract for the purchase, sale or lease of any Restaurant Equipment; (iv) Franchise Agreement or license agreement; and (v) employment or consulting agreement or pension, disability, profit sharing, bonus, incentive, insurance, retirement or other employee benefit agreement. (b) Seller has delivered to Purchaser a true, complete and correct copy of each Other Contract applicable to it together with all amendments (if oral, a written description of the terms thereof) thereto. (c) Seller has performed all obligations required to be performed under each Other Contract relating to its business and is not in breach or default or in arrears in any respect under the terms thereof. Seller has received no notice of the termination of any such Other Contract prior to the expiration of the scheduled term thereof or has knowledge of the intent of a party to any such Other Contract to do the same, nor has any event occurred which, with notice or the passage of time or both, would constitute a default under any such Other Contract. Seller has the right, under the terms of each Other Contract, to assign such Other Contract to Purchaser. (d) Except for powers of attorney granted to attorneys and accountants for representation before taxing authorities, Seller has not given any power of attorney (revocable or irrevocable) to any Person for any purpose whatsoever.

Contracts and Arrangements. Set forth in Section 3.10 of the Disclosure Schedule is a list of each (a) Except employment agreement, consulting agreement, independent contractor agreement, personal service or similar agreement; (b) indenture, mortgage, note, installment obligation, agreement or other instrument relating to the borrowing of money by Seller, or the guaranty by Seller of any obligation for the Franchise Agreementsborrowing of money; (c) other contract or agreement, Leasesincluding without limitation, Easementsany purchase order, or any enforceable oral agreement, which individually, or together with related agreements with the same or related parties, involves the receipt or payment after the date hereof of more than $50,000 on an annual basis or over the remaining term thereof, (d) fixed price contract under which Seller is obligated to provide over $25,000 in services, or (e) contract related to year 2000 computer software or hardware compliance, analysis, renovation, testing or the like, to which Seller is a party or is otherwise bound. All such contracts and arrangements, together with the Contracts set forth Real Property Leases and any other agreements to which Seller is a party and which are listed on Schedule 2.12 hereto (Section 3.10 of the Contracts set forth on Schedule 2.12 being Disclosure Schedule, are hereinafter referred to herein, collectively, collectively as the "Other ContractsAssigned Agreements"). Copies of all of the Assigned Agreements have been provided to Buyer. Except as set forth in Section 3.10 of the Disclosure Schedule, all such agreements are valid, binding and enforceable in accordance with their terms and neither Seller has no Contract relating nor, to the Restaurantsknowledge of Seller, Assets or Real Properties, including, without limiting the generality any other party thereto is in default under any of the foregoingaforesaid agreements. Except as set forth in Section 3.10 of the Disclosure Schedule, neither Seller nor the Seller Shareholders nor any director or officer of Seller, nor, to Seller's knowledge, any (i) Contract for the purchase or sale employee of Inventory; (ii) Contract for the purchase or sale of suppliesSeller, services or other items; (iii) Contract for the purchase, sale or lease of any Restaurant Equipment; (iv) Franchise Agreement or license agreement; and (v) employment or consulting agreement or pension, disability, profit sharing, bonus, incentive, insurance, retirement or other employee benefit agreement. (b) Seller has delivered to Purchaser a true, complete and correct copy of each Other Contract applicable to it together with all amendments (if oral, a written description of the terms thereof) thereto. (c) Seller has performed all obligations required to be performed under each Other Contract relating to its business and is not in breach or default or in arrears in any respect under the terms thereof. Seller has received no notice of the termination of any such Other Contract prior to the expiration of the scheduled term thereof or has knowledge of the intent of a party to any such Other Contract to do agreement, arrangement or understanding which prohibits or limits in any material way the sameSeller, nor has any event occurred whichemployee, with notice director or officer of Seller, or the passage of time or both, would constitute a default under Business from competing in any such Other Contract. Seller has business anywhere in the right, under the terms of each Other Contract, to assign such Other Contract to Purchaserworld. (d) Except for powers of attorney granted to attorneys and accountants for representation before taxing authorities, Seller has not given any power of attorney (revocable or irrevocable) to any Person for any purpose whatsoever.