Franchise Operations. (a) Kidville has provided Parent with a copy of each version of the multistate disclosure document (the “Disclosure Documents”) utilized by Kidville or any related entity (collectively, the “Franchisor Companies”) in connection with grants or sales of the right to develop and/or operate Kidville facilities. Except as otherwise disclosed on Schedule 4.22(a), the Franchisor Companies have prepared and maintained their Disclosure Documents in compliance with Disclosure Requirements and Prohibitions Concerning Franchising, issued in 2007 by the Federal Trade Commission (the “FTC Disclosures”) and the guidelines adopted by the North American Securities Administrators Association, as amended from time to time (the “Guidelines”), have registered the franchise offering or otherwise qualified for applicable exemptions in each state within the United States requiring registration and approval prior to any offers or sales of franchises in such states, and have filed all material changes, amendments and renewals thereto on a timely and accurate basis and have paid all fees with respect thereto. (b) Kidville has heretofore made available to Parent correct and complete copies of all franchise registration orders, franchise advertising or promotional materials, Disclosure Documents or agreements filed with any Governmental Authority or otherwise used by any of the Franchisor Companies in connection with the offer, sale and operation of franchises or business opportunities in any jurisdiction in which any of the Franchisor Companies has sold franchises. The Franchisor Companies have not, in any of the aforementioned documents (including, without limitation, any Disclosure Documents), made any untrue statement of a material fact, or omitted any material fact necessary to make the statements made by the Franchisor Companies, taken as a whole, not misleading, in connection with the offer or sale of any franchise or business opportunity. To Kidville’s Knowledge, none of the Franchisor Companies’ officers, directors, employees, agents or representatives made any untrue statement of material fact, or omitted any material fact necessary to make the statements made by such individual, taken as a whole, not misleading, in connection with the offer or sale of any franchise or business opportunity. (c) The Franchisor Companies have not authorized their respective officers, directors, employees, agents or representatives to furnish directly to prospective franchisees any materials or information that is inconsistent with the “earnings claim”, information or “financial performance representation” disclosure set forth in Item 19 of any applicable Disclosure Documents, and, to Kidville’s Knowledge, no unauthorized earnings claims financial performance representations were ever made directly to prospective franchisees by the Franchisor Companies or any of their respective officers, directors, employees, agents or representatives. (d) Except as set forth in Schedule 4.22(d), each Franchise Agreement complies, and the offer and sale thereof complied at the time such offer and sale was made, in all material respects with all applicable Laws and all applicable orders, consents or decrees from any Governmental Authority. (e) Except as set forth in Schedule 4.22(e), and except for franchise registration or exemption orders or notifications, no orders, consents or decrees have, to Kidville’s Knowledge, been issued by any Governmental Authority to any of the Franchisor Companies, nor to Kidville’s Knowledge have letters of inquiry, investigation or the like (other than comment letters in connection with registrations or exemptions) been issued to any of the Franchisor Companies by such Governmental Authorities relating, directly or indirectly, to the Franchisor Companies’ offer and sale of franchises or business opportunities. Kidville has provided to Parent all material correspondence between the Franchisor Companies and such Governmental Authorities relating to the offer and sale of franchises or business opportunities.
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Franchise Operations. (a) Kidville has Sellers have provided Parent Purchaser with a copy of each version of the multistate disclosure document (the “Disclosure Documents”) utilized by Kidville or any related entity (collectively, the “Franchisor Companies”) Sellers in connection with grants or sales of the right to develop and/or operate Kidville Concept facilities. Except as otherwise disclosed As set forth on Schedule 4.22(a4.29(a), the Franchisor Companies Sellers have prepared and maintained their its Disclosure Documents in compliance with Disclosure Requirements and Prohibitions Concerning Franchising, issued in 2007 by the Federal Trade Commission (the “FTC Disclosures”) and the guidelines adopted by the North American Securities Administrators Association, as amended from time to time (the “Guidelines”), have and, except as set forth on Schedule 4.29 (b), has registered the franchise offering or otherwise qualified for applicable exemptions in each state within the United States requiring states which require registration and approval prior to any offers or sales of franchises in such statesfranchises, and where Sellers did business, and have filed all material changes, amendments and renewals thereto thereto, or have intentionally allowed same to lapse as described in Schedule 4.29(a), on a timely and accurate basis and have paid all fees with respect thereto.
(b) Kidville has Sellers have heretofore made available to Parent Purchaser correct and complete copies of all franchise registration orders, franchise advertising or promotional materials, Disclosure Documents or agreements filed with any Governmental Authority Entity or otherwise used by any of the Franchisor Companies Sellers in connection with the offer, sale and operation of franchises or business opportunities in any jurisdiction in which any of the Franchisor Companies has Sellers have sold franchises. The Franchisor Companies Sellers have not, in any of the aforementioned documents (including, without limitation, any Disclosure Documents), made any untrue statement of a material fact, or omitted any material fact necessary to make the statements made by either of the Franchisor CompaniesSellers, taken as a whole, not misleading, in connection with the offer or sale of any franchise or business opportunity. To Kidville’s Sellers’ Knowledge, none neither it, nor any of the Franchisor Companies’ its officers, directors, employees, agents or representatives made any untrue statement of material fact, or omitted any material fact necessary to make the statements made by such individual, taken as a whole, not misleading, in connection with the offer or sale of any franchise or business opportunity.
(c) The Franchisor Companies Sellers have not authorized their its respective officers, directors, employees, agents or representatives to furnish directly to prospective franchisees any materials or information that is inconsistent with the “earnings claim”, information or “financial performance representation” disclosure set forth in Item 19 of any applicable Disclosure Documents, and, to Kidville’s Knowledge, no unauthorized earnings claims financial performance representations were ever made directly to prospective franchisees by the Franchisor Companies or any of their respective officers, directors, employees, agents or representatives.
(d) Except as set forth in Schedule 4.22(d), each Franchise Agreement complies, and the offer and sale thereof complied at the time such offer and sale was made, in all material respects with all applicable Laws and all applicable orders, consents or decrees from any Governmental Authority.
(e) Except as set forth in Schedule 4.22(e), and except for franchise registration or exemption orders or notifications, no orders, consents or decrees have, to Kidville’s Knowledge, been issued by any Governmental Authority to any of the Franchisor Companies, nor to Kidville’s Knowledge have letters of inquiry, investigation or the like (other than comment letters in connection with registrations or exemptions) been issued to any of the Franchisor Companies by such Governmental Authorities relating, directly or indirectly, to the Franchisor Companies’ offer and sale of franchises or business opportunities. Kidville has provided to Parent all material correspondence between the Franchisor Companies and such Governmental Authorities relating to the offer and sale of franchises or business opportunities.financial
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