Common use of Assets; Title, Condition, and Sufficiency Clause in Contracts

Assets; Title, Condition, and Sufficiency. (a) Each Seller has exclusive, good and marketable title to all of the Acquired Assets purported to be owned by such Seller, free and clear of all Encumbrances of any kind or nature, except (a) restrictions stated in the Acquired Governmental Permits, (b) Encumbrances disclosed on Schedule 5.4 which will be removed and released at or prior to Closing, and (c) Permitted Encumbrances. (b) The Acquired Assets are all the assets necessary to (i) permit Buyer to generate license revenues, area development revenues, development agent revenues and royalty revenues from the Business substantially as generated on the date of this Agreement in compliance with all Legal Requirements, (ii) operate the Company Owned Store substantially as operated on the date of this Agreement, and (iii) to perform all the Assumed Liabilities. (c) Other than such defects that Sellers have informed Buyer of in writing, the Acquired Assets are in good and usable condition for their intended purpose, ordinary wear and tear excepted. (d) Notwithstanding anything to the contrary contained herein, the Sellers are not making any representation or warranty, nor shall the Sellers be deemed to have made any representation or warranty, with respect to the amount of franchise fees, development agent fees, area development fees, license fees or royalties that may be generated from the Business following the Closing or with respect to the future financial viability of the Company Owned Store or any licensed or franchised store.

Assets; Title, Condition, and Sufficiency. (a) Each Seller has exclusive, good and marketable title to all of the Acquired Assets purported to be owned by such Seller, free and clear of all Encumbrances of any kind or nature, except (a) restrictions stated in the Acquired Governmental Permits, (b) Encumbrances disclosed on Schedule 5.4 which will be removed and released at or prior to Closing, and (c) Permitted Encumbrances. (b) The Acquired Assets are all the assets necessary to (i) permit Buyer to generate license revenues, area development revenues, development agent revenues and royalty revenues from the Business substantially as generated on the date of this Agreement in compliance with all Legal Requirements, (ii) operate the Company Owned Store Stores substantially as operated on the date of this Agreement, and (iii) to perform all the Assumed Liabilities. Notwithstanding anything to the contrary contained herein, the parties hereby acknowledge and agree that the Sellers are not required to satisfy any minimum working capital requirement under this Agreement or, except as expressly required in Section 2.1(g), to deliver any working capital to Buyer, and that Buyer will need to obtain and/or provide working capital to satisfy the day-to-day operational needs of the Business from and after the Closing. (c) Other than such defects that Sellers have informed Buyer of in writing, the Acquired Assets are in good and usable condition for their intended purpose, ordinary wear and tear excepted. (d) Notwithstanding anything to the contrary contained herein, the Sellers are not making any representation or warranty, nor shall the Sellers be deemed to have made any representation or warranty, with respect to the amount of franchise fees, development agent fees, area development fees, license fees or royalties that may be generated from the Business following the Closing or with respect to the future financial viability of the Company Owned Store Stores or any licensed or franchised store.