Common use of Franchise Matters Clause in Contracts

Franchise Matters. (a) Section 4.18(a)(i) of the Company Disclosure Letter sets forth a true and complete list of all agreements in which the Company or any of its Subsidiaries has granted Exclusive Rights or Master Franchise Rights (collectively, the “Specified Franchise Agreements”), in each case to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or its or their properties is bound and that grant or purport to grant to any person the right to develop or operate or license others to develop or operate within one or more countries, states, provinces or other geographic areas any of the restaurants set forth on Section 4.18(a)(ii) of the Company Disclosure Letter (each, a “Franchise” and each such restaurant, a “Franchised Restaurant”). Section 4.18(a)(ii) of the Company Disclosure Letter sets forth a true and complete list of the top twenty-five Franchisees based upon the total royalties paid by each such Franchisee to the Company or its Subsidiaries during the fiscal year 2016. (b) Each of the Specified Franchise Agreements is, in all material respects, valid and binding on the Company or the Subsidiary of the Company party thereto and, to the Knowledge of the Company, each other party thereto, is, in all material effects, in full force and effect. There is no material breach or default under any Specified Franchise Agreement by the Company or any of its Subsidiaries or, to the Knowledge of the Company, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default thereunder by the Company or any of its Subsidiaries or, to the Knowledge of the Company, by any other party thereto. The execution and delivery by the Company of this Agreement do not, and the consummation of the Offer, the Merger and the other transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict in any material respect with, or result in any material breach or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under, or result in the creation of any Lien upon any of the material properties or assets of the Company or any of its Subsidiaries under (other than any such Lien created from any action taken by Parent or Sub) or any material right of rescission or set-off under, any provision of any Specified Franchise Agreement. (c) Section 4.18(c) of the Company Disclosure Letter sets forth a true and complete list of all material FDDs that the Company or any of its Subsidiaries have used to offer or sell Franchises within the United States, Canada or any other jurisdiction outside of the United States and Canada at any time since January 1, 2016. The Company has made available to Parent true and complete copies of each such FDD. Since January 1, 2016, the Company and its Subsidiaries have not, in any such FDD or in any registration, application or filing with any Governmental Authority under any United States federal or state Franchise Law or any other applicable Law (whether or not inside, outside, including or excluding the United States, Canada or any other country) made any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (d) Neither the Company nor any of its Subsidiaries is subject to any Judgment with respect to the offer or sale of Franchises in any jurisdiction. (e) To the Company’s Knowledge, all funds administered by or paid to the Company or any of its Subsidiaries by or on behalf of one or more Franchises at any time since January 1, 2016, including funds that Franchisees contributed for advertising and promotion and rebates and other payments made by suppliers and other third parties on account of Franchisees’ purchases from those suppliers and third parties, have been administered and spent in accordance in all material respects with the Franchise Agreements. (f) Either the FDD or Section 4.18(f) of the Company Disclosure Letter contains a summary of all material Franchise-related arbitrations, litigation, class proceedings, material complaints or disputes, or other Litigations which are pending or, to the Knowledge of the Company, threatened (i) from any Franchisee or association purporting to represent a group of Franchisees, or (ii) from any other Franchisee except where such Litigation, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Franchise Matters. (a) Section 4.18(a)(i4.19(a)(i) of the Company Disclosure Letter sets forth a true and complete list of all (i) development agreements in which the Company or any of its Subsidiaries has granted Exclusive Rights exclusive rights to develop or Master Franchise Rights operate or license others to develop or operate within one or more countries, states, provinces or other significant geographic areas and (ii) master franchise agreements (collectively, the “Specified Franchise Agreements”), in each case to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or its or their properties is bound (other than any such agreements between a person and its Subsidiaries or among its Subsidiaries) and that grant or purport to grant to any person the right to develop or operate or license others to develop or operate within one or more countries, states, provinces or other significant geographic areas any of the restaurants set forth on Section 4.18(a)(ii) of the Company Disclosure Letter following (each, a “Franchise”): “Burger King” and each such restaurantrestaurants, “Whopper Bar” restaurants or “Hungry Jack’s” restaurants (each, a “‘‘Franchised Restaurant”). Section 4.18(a)(ii4.19(a)(ii) of the Company Disclosure Letter sets forth a true and complete list of the top twenty-five Franchisees based upon the total royalties paid by each such Franchisee to the Company or its Subsidiaries during the fiscal year 20162010. (b) Each of the Specified Franchise Agreements is, in all material respects, is valid and binding on the Company or the Subsidiary of the Company party thereto and, to the Knowledge of the Company, each other party thereto, is, in all material effects, is in full force and effect, except for such failures to be valid and binding or to be in full force and effect that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There is no material breach or default under any Specified Franchise Agreement by the Company or any of its Subsidiaries or, to the Knowledge of the Company, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default thereunder by the Company or any of its Subsidiaries or, to the Knowledge of the Company, by any other party thereto, in each case except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The execution and delivery by the Company of this Agreement do not, and the consummation of the Offer, the Merger and the other transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict in any material respect with, or result in any material breach violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under, or result in the creation of any Lien upon any of the material properties or assets of the Company or any of its Subsidiaries under (other than any such Lien created from any action taken by Parent or Sub) or any material right of rescission or set-off under, any provision of any Specified Franchise AgreementAgreement other than any such conflicts, violations, defaults, rights, losses or Liens that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Section 4.18(c4.19(c) of the Company Disclosure Letter sets forth a true and complete list of all material FDDs that the Company or any of its Subsidiaries have used to offer or sell Franchises within the United States, Canada or any other jurisdiction outside of the United States and Canada at any time since January 1, 20162009. The Company has made available to Parent true and complete copies of each such FDD. Since January 1, 20162009, the Company and its Subsidiaries have not, in any such FDD or in any registration, application or filing with any Governmental Authority under any United States federal or state Franchise Law or any other applicable Law (whether or not insideLaw, outside, including or excluding the United States, Canada or any other country) made any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (d) Neither the Company nor any of its Subsidiaries is subject to any Judgment with respect to the offer or sale of Franchises in any jurisdiction. (e) To the Company’s Knowledge, all funds administered by or paid to the Company or any of its Subsidiaries by or on behalf of one or more Franchises at any time since January 1, 20162007, including funds that Franchisees contributed for advertising and promotion and rebates and other payments made by suppliers and 25 other third parties on account of Franchisees’ purchases from those suppliers and third parties, have been administered and spent in accordance in all material respects with the Franchise Agreements. (f) Either the FDD or Section 4.18(f) 4.19 of the Company Disclosure Letter contains a summary of all material Franchise-related arbitrations, litigation, class proceedings, material complaints or disputes, or other Litigations which are pending or, to the Knowledge of the Company, threatened (i) from any Franchisee or association purporting to represent a group of Franchisees, or (ii) from any other Franchisee except where such Litigation, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Franchise Matters. (a) Section 4.18(a)(i) of the The Company Disclosure Letter sets forth a has provided Purchaser with true and complete list copies of all (i) development agreements in which the Company or any of its Subsidiaries has granted Exclusive Rights rights to third parties to develop, operate or Master Franchise Rights license others to develop or operate any Cheddar’s restaurants within one or more specific geographic areas or at specific locations and (ii) franchise agreements of any nature (including license agreements, master franchise agreements and other contracts permitting a third party to operate a business under any of the Company’s trademarks) (collectively, the “Company Specified Franchise Agreements”), in each case to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or its or their properties is bound (other than any such agreements between the Company and its Subsidiaries or among its Subsidiaries) and that grant or purport to grant to any person Person the right to develop or develop, operate or license others to develop or operate any Cheddar’s restaurants within one or more countries, states, provinces or other specific geographic areas any of the restaurants set forth on Section 4.18(a)(ii) of the Company Disclosure Letter (each, each a “Company Franchise” and each such restaurant, a “Franchised Restaurant”). Section 4.18(a)(ii. (b) of the The Company Disclosure Letter sets forth has provided Purchaser with a true and complete list of the top twenty-five Franchisees based upon all Company Franchisees, together with the total royalties paid by each such Company Franchisee to the Company or its Subsidiaries during the fiscal year 2016. (bc) Each of Except as set forth on Schedule 2.21(c), the Specified Franchise Agreements isexecution, in all material respects, valid delivery and binding on the Company or the Subsidiary of the Company party thereto and, to the Knowledge of the Company, each other party thereto, is, in all material effects, in full force and effect. There is no material breach or default under any Specified Franchise Agreement by the Company or any of its Subsidiaries or, to the Knowledge of the Company, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default thereunder by the Company or any of its Subsidiaries or, to the Knowledge of the Company, by any other party thereto. The execution and delivery performance by the Company of this Agreement do not, and the consummation of the Offer, the Merger and the other transactions contemplated by in this Agreement and compliance with the provisions of this Agreement will not, conflict in any material respect with, or result in any material breach violation of, or default (with or without notice or lapse of time, time or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under, or result in the creation of any Lien upon any of the material properties or assets of the Company or any of its Subsidiaries under (other than any such Lien created from any action taken by Parent or Sub) or any material right of rescission or set-off under, any provision of any Company Specified Franchise Agreement. (cd) Section 4.18(c) of the The Company Disclosure Letter sets forth a has provided Purchaser with true and complete list copies of all material Company FDDs that the Company or any of its Subsidiaries have used to offer or sell Company Franchises within the United States, Canada or any other jurisdiction outside of the United States and Canada at any time since January 1, 2016. The Company has made available to Parent true and complete copies of each such FDD2014. Since January 1, 20162014, the Company and its Subsidiaries have prepared and maintained each of its Company FDDs in accordance with applicable Franchise Law, and have not, in any such Company FDD or in any registration, application or filing with any Governmental Authority Body under any United States federal or state Franchise Law or any other applicable Law (whether or not insideLaw, outside, including or excluding the United States, Canada or any other country) made any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company has provided Purchaser with true and complete copies of all records relating to current and previous filings and communications with state agencies pursuant to or otherwise in connection with Franchise Laws since January 1, 2014. (de) Neither the Company nor any of its Subsidiaries is subject to any Judgment with respect to Order that would prohibit or restrict the offer or sale of Company Franchises in any jurisdiction. (ef) To the Company’s Knowledge, all All funds administered by or paid to the Company or any of its Subsidiaries by or on behalf of one or more Company Franchises at any time since January 1, 20162014, including funds that Franchisees Company Franchises contributed for advertising and promotion and rebates (“Advertising Funds”) and other payments made by suppliers and other third parties on account of FranchiseesCompany Franchises’ purchases from those suppliers and third parties, have been administered and spent in accordance with the applicable franchise agreements in all material respects with the Franchise Agreementsrespects. (fg) Either the Company FDD or Section 4.18(fSchedule 2.21(g) of the Company Disclosure Letter contains a summary of all material Franchisefranchise-related arbitrations, litigation, class proceedings, material complaints or disputescomplaints, disputes or other Litigations proceedings which are pending or, to the Knowledge of the Company’s Knowledge, threatened (i) from any Company Franchisee or association purporting to represent a group of Company Franchisees, or (ii) from any other Franchisee except where such LitigationCompany Franchisee. (h) Since January 1, either individually 2014, neither the Company nor any of its Subsidiaries has (i) expended Advertising Funds on the promotion, marketing or sale of new franchises, (ii) offered, sold or granted a franchise to be operated outside of the United States or (iii) other than by setting standards, undertaken responsibility for, asserted control over or otherwise intervened in the aggregate, would not reasonably be expected to have a Material Adverse Effectday-to-day management of any of the Company Franchises in any material respect.

Franchise Matters. (a) Section 4.18(a)(i3.19(a) of the Company Disclosure Letter sets forth a true and complete list of all (i) development agreements in which the Company or any of its Subsidiaries has granted Exclusive Rights exclusive rights to develop or Master Franchise Rights operate two or more “XXX HORTONS” Shops or license others to develop or operate within one or more countries, states, provinces or other significant geographic areas and (ii) master franchise agreements (collectively, the “Company Specified Franchise Agreements”), in each case to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or its or their properties is bound (other than any such agreements between a Person and its Subsidiaries or among its Subsidiaries) and that grant or purport to grant to any person Person the right to develop or operate two or more “XXX HORTONS” Shops or license others to develop or operate within one or more countries, states, provinces or other significant geographic areas any of the restaurants set forth on Section 4.18(a)(ii) of the Company Disclosure Letter following (each, a “Company Franchise”): “XXX HORTONS” Shops. For the avoidance of doubt, the terms Company Specified Agreements and each such restaurantCompany Franchise expressly exclude any unit franchise agreement(s) granting a Person the right to develop or operate a single unit “XXX HORTONS” Shop within one or more countries, a “Franchised Restaurant”). states, provinces or other significant geographic areas. (b) Section 4.18(a)(ii3.19(b) of the Company Disclosure Letter sets forth a true and complete list of the top twenty-five Company Franchisees based upon the total royalties paid by each such Company Franchisee to the Company or its Subsidiaries during the fiscal year 20162013. (bc) Each of the Company Specified Franchise Agreements is, in all material respects, is valid and binding on the Company or the Subsidiary of the Company party thereto and, to the Knowledge of the Company, each other party thereto, is, in all material effects, is in full force and effect, except for such failures to be valid and binding or to be in full force and effect that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. There is no material breach or default under any Company Specified Franchise Agreement by the Company or any of its Subsidiaries or, to the Knowledge of the Company, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default thereunder by the Company or any of its Subsidiaries or, to the Knowledge of the Company, by any other party thereto, in each case except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Except as set forth in Section 3.19(c) of the Company Disclosure Letter, the execution and delivery by the Company of this Agreement do not, and the consummation of the OfferArrangement, the Merger and the other transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict in any material respect with, or result in any material breach violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under, or result in the creation of any Lien upon any of the material properties or assets of the Company or any of its Subsidiaries under (other than any such Lien created from any action taken by a Parent or SubParty) or any material right of rescission or set-off under, any provision of any Company Specified Franchise AgreementAgreement other than any such conflicts, violations, defaults, rights, losses or Liens that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (cd) Section 4.18(c3.19(d) of the Company Disclosure Letter sets forth a true and complete list of all material Company FDDs that the Company or any of its Subsidiaries have used to offer or sell Company Franchises within the United States, Canada or any other jurisdiction outside of the United States and Canada at any time since January 1, 20162014. The Company has made available to Parent true and complete copies of each such Company FDD. Since January Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, since August 1, 20162013, the Company and its Subsidiaries have not, in any such Company FDD or in any registration, application or filing with any Governmental Authority under any Canadian or United States federal or state Franchise Law or any other applicable Law (whether or not insideLaw, outside, including or excluding the United States, Canada or any other country) made any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (de) Neither the Company nor any of its Subsidiaries is subject to any Judgment with respect to judgment that would prohibit or restrict the offer or sale of Company Franchises in any jurisdiction. (ef) To the Knowledge of the Company’s Knowledge, all funds administered by or paid to the Company or any of its Subsidiaries by or on behalf of one or more Company Franchises at any time since January August 1, 20162013, including funds that Franchisees Company Franchises contributed for advertising and promotion and rebates and other payments made by suppliers and other third parties on account of FranchiseesCompany Franchises’ purchases from those suppliers and third parties, have been administered and spent in accordance in all material respects with the Franchise Agreementsapplicable franchise agreements, except where the failure to do so, either individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (fg) Either the Company FDD or Section 4.18(f3.19(g) of the Company Disclosure Letter contains a summary of all material Franchisefranchise-related arbitrations, litigation, class proceedings, material complaints or disputes, or other Litigations which are pending or, to the Knowledge of the Company, threatened (i) from any Company Franchisee or association purporting to represent a group of Company Franchisees, or (ii) from any other Company Franchisee except where such Litigation, either individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

Franchise Matters. (a) Section 4.18(a)(i4.16(a)(i) of the Company Disclosure Letter Schedule sets forth forth, as of the date of this Agreement, a true and complete list of each Franchisee or group of related Franchisees (as categorized by the Company in the ordinary course of business) that operate one hundred (100) or more Brand franchised restaurants (each, a “Specified Franchisee”). Section 4.16(a)(ii) of the Company Disclosure Schedule sets forth, as of the date of this Agreement, a true and complete list of all currently effective area development agreements and master franchise agreements relating to Brand stores (but not, for the avoidance of doubt, distribution, licensing, vendor or similar arrangements) in which the Company or any Company Subsidiary grants to a Specified Franchisee a right of its Subsidiaries has granted Exclusive Rights exclusivity, right of first offer or Master Franchise Rights right of first refusal with respect to any business or geographic region (all such agreements, collectively, the “Specified Franchise Agreements”) (except for those rights of exclusivity, rights of first offer, or rights of first refusal that would not individually or in the aggregate, have a Material Adverse Effect), in each case to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or its or their properties is bound and that grant or purport to grant to any person the right to develop or operate or license others to develop or operate within one or more countries, states, provinces or other geographic areas any of the restaurants set forth on Section 4.18(a)(ii) of the Company Disclosure Letter (each, a “Franchise” and each such restaurant, a “Franchised Restaurant”). Section 4.18(a)(ii) of the Company Disclosure Letter sets forth a true and complete list of the top twenty-five Franchisees based upon the total royalties paid by each such Franchisee to the Company or its Subsidiaries during the fiscal year 2016. (b) Since December 30, 2017, neither the Company nor any Company Subsidiary has (directly or indirectly) offered or sold Franchises for any restaurant brands anywhere in the world other than the “Dunkin’” and “Xxxxxx-Xxxxxxx” systems (including their related international marks). (c) Each of the Specified Franchise Agreements is, in all material respects, Agreement is valid and binding on the Company or the a Subsidiary of the Company party thereto and, to the Knowledge of the Company, each other party theretothereto (other than with respect to Franchise Agreements that have expired in accordance with their terms), is, in all material effects, and is in full force and effect, except in each case (i) as would not, individually or in the aggregate, have a Material Adverse Effect and (ii) subject to the effect of any applicable bankruptcy, insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium or similar Laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at Law or in equity). There is no material breach or default under any Specified Franchise Agreement by the Company or any a Subsidiary of its Subsidiaries orthe Company, to except in each case as would not, individually or in the aggregate, have a Material Adverse Effect. To the Knowledge of the Company, there is no breach or default under any Specified Franchise Agreement by any other party thereto, and except as would not, individually or in the aggregate, have a Material Adverse Effect. To the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default thereunder under any Specified Franchise Agreement by the Company or any of its Subsidiaries orCompany Subsidiary, to except as would not, individually or in the aggregate, have a Material Adverse Effect. To the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a breach or default under any Specified Franchise Agreement by any other party thereto. The execution and delivery by the Company of this Agreement do , except as would not, and the consummation of the Offer, the Merger and the other transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict in any material respect with, individually or result in any material breach or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under, or result in the creation of any Lien upon any of the material properties or assets of the Company or any of its Subsidiaries under (other than any such Lien created from any action taken by Parent or Sub) or any material right of rescission or set-off underaggregate, any provision of any Specified Franchise Agreementhave a Material Adverse Effect. (cd) Section 4.18(c4.16(d) of the Company Disclosure Letter Schedule sets forth forth, as of the date of this Agreement, a true and complete list of all material FDDs that the Company or any of its Subsidiaries have Company Subsidiary has used to offer or sell Franchises within the United Statessince December 29, Canada or any other jurisdiction outside of the United States and Canada at any time since January 1, 20162018. The Company has made available to Parent true and complete copies of each such FDD. Since January 1December 29, 20162018, all offers and sales of Franchises by the Company or any Company Subsidiary have been made in compliance with all applicable Franchise Laws in effect at the time of such offer or sale, except as would not, individually or in the aggregate, have a Material Adverse Effect. Since December 29, 2018, all FDDs that the Company or any Company Subsidiary have used to offer and sell Franchises have contained the information required by Franchise Laws (or exceptions therefrom) and have otherwise been prepared and delivered to prospective Franchisees in compliance with applicable Franchise Laws (or exceptions therefrom) in all material respects, except in each case, as would not, individually or in the aggregate, have a Material Adverse Effect. Since December 29, 2018, the Company and its the Company Subsidiaries have not, in any such FDD or in any registration, application or filing with any Governmental Authority under any United States federal or state Franchise Law or any other applicable Law (whether or not inside, outside, including or excluding the United States, Canada or any other country) made any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Neither misleading except in each case as would not, individually or in the Company nor any of its Subsidiaries is subject to any Judgment with respect to the offer or sale of Franchises in any jurisdictionaggregate, have a Material Adverse Effect. (e) To the Knowledge of the Company’s Knowledge, all funds administered by or paid to or by the Company or any of its Subsidiaries by or Company Subsidiary on behalf of one or more Franchises at any time Franchisee since January 1December 29, 20162018, including funds that Franchisees contributed including, contributions to the Advertising and Sales Promotion Fund for advertising each Brand and promotion and rebates any rebates, and other payments made by suppliers suppliers, manufacturers, vendors and other third parties on account of Franchisees’ purchases from those suppliers and third partiesentities or for purposes of doing business with those Franchisees, have been administered and spent in accordance in all material respects with applicable Franchise Laws and the applicable Franchise AgreementsAgreements and any other Contract to which the Company or any of its Subsidiaries is a party, except in each case as would not, individually or in the aggregate, have a Material Adverse Effect. (f) Either With respect to all terminations, non-renewals, and transfers of Franchises and the FDD or Section 4.18(f) Company’s and any Company Subsidiary’s enforcement of its rights under and performance of its obligations under Franchise Agreements since December 29, 2018, the Company and any Company Subsidiary has complied with all applicable Relationship Laws and the requirements of the Company Disclosure Letter contains applicable Franchise Agreements, except in each case as would not, individually or in the aggregate, have a summary of all material Franchise-related arbitrationsMaterial Adverse Effect. (g) Since December 29, litigation, class proceedings, material complaints or disputes, or other Litigations which are pending or2018 and prior to the date hereof, to the Knowledge of the Company, threatened (i) neither the Company nor any of its Subsidiaries has received any written notice from any Franchisee or association purporting Governmental Authority alleging that the Company or any of its Subsidiaries is a joint or co-employer of or has any liability whatsoever as a joint or co-employer with respect to represent any employees of Franchisee and, to the Knowledge of the Company, no applicable Governmental Authority has determined and notified the Company that the Company or any of its Subsidiaries is a group joint employer or co-employer with respect to any employees of Franchisees. (h) Section 4.16(h) of the Company Disclosure Schedule identifies by jurisdiction and effective date all effective registrations that are effective as of the date of this Agreement under Franchise Laws in the United States that are applicable to the Company and its Subsidiaries. (i) The term “FDD” means any franchise disclosure document prepared in accordance with the FTC Rule or any other Franchise Law provided by the Company or any Company Subsidiary to any prospective Franchisee in connection with the offer or sale of Franchises anywhere in the world. The term “Franchise” means any grant by the Company or any Company Subsidiary to any person of the right to engage in or carry on a retail business under or in association with any trademark, advertising or commercial symbol which constitutes a “franchise,” as that term is defined under (i) the FTC Rule, regardless of the jurisdiction in which the franchised business is located or operates, or (ii) from the Franchise Law applicable in the jurisdiction in which the franchised business is located or operates, if any. For the avoidance of doubt, the term “Franchise” does not include distribution, licensing, vendor or similar arrangements that do not relate to the operation or establishment of Brand restaurants. The term “Franchise Laws” means the FTC Rule and any other Franchisee except where domestic or foreign Law regulating the offer or sale of franchises, business opportunities or seller-assisted marketing plans including any pre-sale registration or disclosure Law. The term “Franchisee” means a person, other than the Company or any Company Subsidiary, that is granted a Franchise with respect to any one or more Brand restaurants. The term “FTC Rule” means the Federal Trade Commission trade regulation rule entitled “Disclosure Requirements and Prohibitions Concerning Franchising,” 16 C.F.R. Section 436.1 et seq. The term “Relationship Laws” means any franchise termination, non-renewal, unfair practices or relationship Laws including the requirements of such LitigationLaws, either individually with respect to the notice of default, time to cure and the actual termination of any franchisee or business opportunity operator. The term “Advertising and Sales Promotion Fund” means, collectively, the “Funds”, as each is defined in the aggregatecurrent form of Franchise Agreement for each Brand, would not reasonably be expected or any other national, regional or local fund or program for advertising, marketing or promotion of franchised Dunkin’ or Xxxxxx-Xxxxxxx restaurants maintained and administered by the Company or any of its Subsidiaries and to have a Material Adverse Effectwhich any Franchisee contributes pursuant to and in accordance with its Franchise Agreement.

Franchise Matters. (ai) Section 4.18(a)(i3.01(q)(i) of the Company Disclosure Letter sets forth a true and complete list of all (A) currently effective development agreements in which the Company or any of its Subsidiaries has granted Exclusive Rights exclusive rights to develop or Master Franchise Rights operate or license others to develop or operate within one or more countries, states, provinces or other significant geographic areas and (B) franchise or license agreements (clauses (A) and (B) collectively, the “Specified Franchise Agreements”), in each case to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or its or their properties is are bound (other than any such agreements between the Company and its Subsidiaries or among its Subsidiaries) and that grant or purport to grant to any person the right to develop or operate or license others to develop or operate within one or more countries, states, provinces or other significant geographic areas any of the restaurants set forth on Section 4.18(a)(ii) of the Company Disclosure Letter following (each, a “Franchise”): “Teavana” and each such restaurantstores (each, a “Franchised RestaurantStore”). Section 4.18(a)(ii) of the Company Disclosure Letter sets forth a true and complete list of the top twenty-five Franchisees based upon the total royalties paid by each such Franchisee to the Company or its Subsidiaries during the fiscal year 2016. (bii) Each of the Specified Franchise Agreements is, is in all material respectsfull force and effect and is a legal, valid and binding on agreement of the Company or one of its Subsidiaries, as the Subsidiary of the Company party thereto case may be, and, to the Knowledge knowledge of the Company, of each other party thereto, is, in all material effects, in full force and effect. There is no material breach or default under any Specified Franchise Agreement by enforceable against the Company or any of its Subsidiaries orsuch Subsidiary, as the case may be, and, to the Knowledge knowledge of the Company, by any against the other party or parties thereto, and no event has occurred that in each case, in accordance with the lapse its terms. Each of time or the giving of notice or both would constitute a material breach or default thereunder by the Company or any of and its Subsidiaries or, has performed or is performing all material obligations required to be performed by it under the Knowledge of the Company, by any other party thereto. The execution Franchise Agreements and delivery by the Company of this Agreement do not, and the consummation of the Offer, the Merger and the other transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict in any material respect with, or result in any material breach or default is not (with or without notice or lapse of time, time or both) underin material breach or default thereunder, and has not waived or give rise failed to a enforce any material rights or benefits thereunder, and, to the knowledge of the Company, no other party to any of the Franchise Agreements is (with or without notice or lapse of time or both) in material breach or default thereunder. To the knowledge of the Company, there has occurred no event giving (with or without notice or lapse of time or both) to others any right of termination, cancellation material amendment or acceleration cancelation of any material obligation or to the loss of a material benefit under, or result in the creation of any Lien upon any of the material properties or assets of the Company or any of its Subsidiaries under (other than any such Lien created from any action taken by Parent or Sub) or any material right of rescission or set-off under, any provision of any Specified Franchise Agreement. (ciii) Section 4.18(c3.01(q)(iii) of the Company Disclosure Letter sets forth a true and complete list of all material FDDs that the Company or any of its Subsidiaries have has used to offer or sell Franchises within the United States, Canada or any other jurisdiction outside of the United States and Canada at any time since January February 1, 20162009. The Company has made available to Parent true and complete copies of each such FDD. Since January February 1, 20162009, the Company and its Subsidiaries have not, in any such FDD or in any registration, application or filing with any Governmental Authority Entity under any United States federal or state Franchise Law or any other applicable Law (whether or not insideLaw, outside, including or excluding the United States, Canada or any other country) made any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (div) Neither Section 3.01(q)(iv) of the Company nor any Letter sets forth a list of its Subsidiaries is subject to any Judgment with respect to the offer or sale of Franchises in any jurisdiction. (e) To the Company’s Knowledge, all funds administered by or paid payments to the Company or any of its Subsidiaries made by or on behalf of one or more Franchises at any time Franchisee since January February 1, 2016, including funds that Franchisees contributed for 2009 to support advertising and promotion and rebates and other payments made by suppliers and other third parties on account of Franchisees’ purchases from those suppliers and third parties, have been administered and spent in accordance in all material respects with the Franchise Agreementspromotion. (fv) Either the FDD or Section 4.18(f) of The term “FDD” means any franchise disclosure document used by the Company Disclosure Letter contains or any of its Subsidiaries in connection with the offer or sale of franchises. The term “Franchisee” means a summary person other than the Company or any of all material Franchise-related arbitrations, litigation, class proceedings, material complaints its Subsidiaries that is granted a right (whether directly by the Company or disputesany of its Subsidiaries or by another Franchisee) to develop or operate, or other Litigations which are pending oris granted a right to license others to develop or operate, to the Knowledge of the Company, threatened (i) from any Franchisee a Franchised Store within a specific geographic area or association purporting to represent at a group of Franchisees, or (ii) from any other Franchisee except where such Litigation, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectspecific location.

Franchise Matters. (a) Section 4.18(a)(i4.19(a) of the Company Parent Disclosure Letter sets forth a true and complete list of all (i) development agreements in which the Company Parent or any of its Subsidiaries has granted Exclusive Rights exclusive rights to develop or Master Franchise Rights operate or license others to develop or operate within one or more countries, states, provinces or other significant geographic areas and (ii) master franchise agreements (collectively, and for the avoidance of doubt excluding any single unit franchise agreements, the “Parent Specified Franchise Agreements”), in each case to which the Company Parent or any of its Subsidiaries is a party or by which the Company Parent or any of its Subsidiaries or its or their properties is bound (other than any such agreements between a Person and its Subsidiaries or among its Subsidiaries) and that grant or purport to grant to any person Person the right to develop or operate or license others to develop or operate within one or more countries, states, provinces or other significant geographic areas any of the restaurants set forth on Section 4.18(a)(ii) of the Company Disclosure Letter following (each, a “Parent Franchise” and each such restaurant, a ”): “Franchised RestaurantBURGER KING”). . (b) Section 4.18(a)(ii4.19(b) of the Company Parent Disclosure Letter sets forth a true and complete list of the top twenty-five Parent Franchisees based upon the total royalties paid by each such Parent Franchisee to the Company Parent or its Subsidiaries during the fiscal year 20162013. (bc) Each of the Parent Specified Franchise Agreements is, in all material respects, is valid and binding on the Company Parent or the Subsidiary of the Company Parent party thereto and, to the Knowledge of the CompanyParent, each other party thereto, is, in all material effects, is in full force and effect, except for such failures to be valid and binding or to be in full force and effect that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. There is no material breach or default under any Parent Specified Franchise Agreement by the Company Parent or any of its Subsidiaries or, to the Knowledge of the CompanyParent, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default thereunder by the Company Parent or any of its Subsidiaries or, to the Knowledge of the CompanyParent, by any other party thereto, in each case except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. The Except as set forth in Section 4.19(c) of the Parent Disclosure Letter, the execution and delivery by the Company Parent of this Agreement do not, and the consummation of the OfferArrangement, the Merger and the other transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict in any material respect with, or result in any material breach violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under, or result in the creation of any Lien upon any of the material properties or assets of the Company Parent or any of its Subsidiaries under (other than any such Lien created from any action taken by Parent or Suba Company Party) or any material right of rescission or set-off under, any provision of any Parent Specified Franchise AgreementAgreement other than any such conflicts, violations, defaults, rights, losses or Liens that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (cd) Section 4.18(c4.19(d) of the Company Parent Disclosure Letter sets forth a true and complete list of all material Parent FDDs that the Company Parent or any of its Subsidiaries have used to offer or sell Parent Franchises within the United States, Canada or any other jurisdiction outside of the United States and Canada at any time since January 1, 20162014. The Company Parent has made available to Parent the Company true and complete copies of each such Parent FDD. Since January Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, since August 1, 20162013, the Company Parent and its Subsidiaries have not, in any such Parent FDD or in any registration, application or filing with any Governmental Authority under any Canadian or United States federal or state Franchise Law or any other applicable Law (whether or not insideLaw, outside, including or excluding the United States, Canada or any other country) made any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (de) Neither the Company Parent nor any of its Subsidiaries is subject to any Judgment with respect to judgment that would prohibit or restrict the offer or sale of Parent Franchises in any jurisdiction. (ef) To the Company’s KnowledgeKnowledge of Parent, all funds administered by or paid to the Company Parent or any of its Subsidiaries by or on behalf of one or more Parent Franchises at any time since January August 1, 20162013, including funds that Franchisees Parent Franchises contributed for advertising and promotion and rebates and other payments made by suppliers and other third parties on account of FranchiseesParent Franchises’ purchases from those suppliers and third parties, have been administered and spent in accordance in all material respects with the Franchise Agreementsapplicable franchise agreements, except where the failure to do so, either individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect. (fg) Either the Parent FDD or Section 4.18(f4.19(g) of the Company Parent Disclosure Letter contains a summary of all material Franchisefranchise-related arbitrations, litigation, class proceedings, material complaints or disputes, or other Litigations which are pending or, to the Knowledge of the CompanyParent, threatened (i) from any Parent Franchisee or association purporting to represent a group of Franchisees, Parent Franchisees or (ii) from any other Parent Franchisee except where such Litigation, either individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect.

Franchise Matters. (a) Section 4.18(a)(iSchedule 3.22(a) of the Company Disclosure Letter sets forth a true and complete list of all (i) development agreements in which the Company or any of its Subsidiaries has granted Exclusive Rights exclusive rights to develop or Master Franchise Rights operate “Del Taco” restaurants, or license others to develop or operate “Del Taco” restaurants, within specific geographic areas or at specific locations, and (ii) franchise agreements (collectively, the “Company Specified Franchise Agreements”), in each case ) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or its or their properties is bound and that grant or purport to grant to any person Person the right to develop or operate “Del Taco” restaurants, or license others to develop or operate “Del Taco” restaurants, within one or more countries, states, provinces or other specific geographic areas any of the restaurants set forth on Section 4.18(a)(ii) of the Company Disclosure Letter or at specific locations (each, a “Company Franchise” and each such restaurant, a “Franchised Restaurant”). Section 4.18(a)(ii. (b) of the Company Disclosure Letter Schedule 3.22(b) sets forth a true and complete list of the top twenty-five ten (10) Company Franchisees based upon the total royalties paid by each such Company Franchisee to the Company or any of its Subsidiaries during the 2013 fiscal year 2016and during the first nine (9) fiscal months of 2014. (bc) Each of the Company Specified Franchise Agreements is, in all material respects, is valid and binding on the Company or the Subsidiary of the Company party thereto and, to the Knowledge of the Company, each other party thereto, is, in all material effects, and is in full force and effect, except as would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Company. There is no material breach Except as would not, individually or default under any Specified Franchise Agreement by in the aggregate, have a Material Adverse Effect with respect to the Company, (i) neither the Company or nor any of its Subsidiaries oris in default under, to the Knowledge in breach of, or in receipt of the Companyany claim of default or breach under, by any other party theretoCompany Specified Agreement, and (ii) no event has occurred that which with the lapse passage of time or the giving of notice or both would constitute result in a material default or breach or default thereunder by the Company or any of its Subsidiaries orunder any Company Specified Agreement, and, to the Knowledge of the Company, by any other party thereto. The execution and delivery by the Company of this Agreement do not, and the consummation of the Offer, the Merger and the other transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict in any material respect with, there is no existing or result in any threatened material breach or cancellation by the other parties to any Company Specified Agreement, and (iii) neither the Company nor any of its Subsidiaries has received any written notice of any default (or event that with or without notice or lapse of time, or both) under, or give rise to would constitute a right of termination, cancellation or acceleration of default by the Company and its Subsidiaries under any material obligation or to the loss of a material benefit under, or result in the creation of any Lien upon any Company Specified Agreement. None of the material properties or assets rights of the Company under any Company Specified Agreement will be subject to termination or modification (nor will the Company be required to make any payment or incur any other liability or obligation) as a result of its Subsidiaries under (other than any such Lien created from any action taken by Parent the consummation of the Transactions, except as would not, individually or Sub) or any material right in the aggregate, have a Material Adverse Effect with respect to the Company. The Company has provided Buyer with a complete and correct copy of rescission or set-off under, any provision of any each Company Specified Franchise Agreement. (cd) Section 4.18(cSchedule 3.22(d) of the Company Disclosure Letter sets forth a true and complete list of all material Company FDDs that the Company or any of its Subsidiaries have used to offer or sell Company Franchises within the United States, Canada or any other jurisdiction outside of the United States and Canada at any time since January 1, 20162014. The Company has made available to Parent Buyer true and complete copies of each such Company FDD. Since January 1, 2016, the Company and its Subsidiaries have not, in any such FDD or in any registration, application or filing with any Governmental Authority under any United States federal or state Franchise Law or any other applicable Law (whether or not inside, outside, including or excluding the United States, Canada or any other country) made any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (de) Neither the Company nor any of its Subsidiaries is subject to any Judgment with respect to Order that would prohibit or restrict the offer or sale of Company Franchises in any jurisdictionjurisdiction within the United States. (ef) To the Knowledge of the Company’s Knowledge, all funds administered by or paid to the Company or any of its Subsidiaries by or on behalf of one or more Company Franchises at any time since January 1, 20162014, including funds that Franchisees Company Franchises contributed for advertising and promotion and rebates and other payments made by suppliers and other third parties on account of FranchiseesCompany Franchises’ purchases from those suppliers and third parties, have been administered and spent in accordance in all material respects with the Franchise Agreements. (f) Either the FDD or Section 4.18(f) of the Company Disclosure Letter contains a summary of all material Franchise-related arbitrationsapplicable franchise agreements, litigation, class proceedings, material complaints or disputes, or other Litigations which are pending or, to the Knowledge of the Company, threatened (i) from any Franchisee or association purporting to represent a group of Franchisees, or (ii) from any other Franchisee except where such Litigationthe failure to do so would not, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse EffectEffect with respect to the Company.

Franchise Matters. (a) Section 4.18(a)(i3.20(a)(i) of the Company Disclosure Letter Schedule sets forth forth, as of the date of this Agreement, a true and complete list, to the Knowledge of the Company, of (x) each Franchisee that operates ten (10) or more franchised restaurants (each, a “Specified Franchisee”) pursuant to a Franchise Agreement with the Company or a Company Subsidiary and (y) the number of franchised restaurants each such Specified Franchisee operates. Section 3.20(a)(ii) of the Company Disclosure Schedule sets forth, as of the date of this Agreement, a true and complete list of all currently effective area development agreements in to which a Franchisee, on the one hand, and the Company or any a Company Subsidiary, on the other hand, are parties, and pursuant to which such Franchisee has, as of its Subsidiaries the date of this Agreement, a commitment to develop three (3) or more franchised restaurants and has granted Exclusive Rights or Master Franchise Rights not satisfied the entirety of such commitment (collectively, the “Specified Franchise Agreements”), in each case to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or its or their properties is bound and that grant or purport to grant to any person the right to develop or operate or license others to develop or operate within one or more countries, states, provinces or other geographic areas any of the restaurants set forth on Section 4.18(a)(ii) of the Company Disclosure Letter (each, a “Franchise” and each such restaurant, a “Franchised Restaurant”). Section 4.18(a)(ii) of the Company Disclosure Letter sets forth a true and complete list of the top twenty-five Franchisees based upon the total royalties paid by each such Franchisee to the Company or its Subsidiaries during the fiscal year 2016. (b) Each Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, (i) neither the Company nor any Company Subsidiary is in breach or violation of, or default under, any Specified Franchise Agreement or Franchise Agreement, and (ii) as of the date hereof, (A) each Specified Franchise Agreements isAgreement is valid, binding and in all material respects, valid full force and binding on effect with respect to the Company or the Subsidiary of and the Company Subsidiaries party thereto and, to the Knowledge of the Company, each other party thereto, is, in all material effects, in full force and effect. There is no material breach or default under any Specified Franchise Agreement by the Company or any of its Subsidiaries or, (B) to the Knowledge of the Company, by any no other party theretois in breach or violation of, and or default under, any Specified Franchise Agreement. To the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default thereunder by the Company or under any of its Subsidiaries or, to the Knowledge of the Company, Specified Franchise Agreement by any other party thereto. The execution and delivery by the Company of this Agreement do , except as would not, and the consummation of the Offer, the Merger and the other transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict in any material respect with, individually or result in any material breach or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under, or result in the creation of any Lien upon any of the material properties or assets of the aggregate, have a Company or any of its Subsidiaries under (other than any such Lien created from any action taken by Parent or Sub) or any material right of rescission or set-off under, any provision of any Specified Franchise AgreementMaterial Adverse Effect. (c) Section 4.18(c3.20(c) of the Company Disclosure Letter Schedule sets forth forth, as of the date of this Agreement, a true and complete list of all material FDDs that the Company or any of its Subsidiaries Company Subsidiary have used to offer or sell Franchises franchises within the United States, Canada or any other jurisdiction outside of the United States and Canada at any time since January 1, 20162017. The Company has made available to Parent true and complete copies copies, to the Knowledge of the Company, of each such FDD. Since January 1, 20162017, all offers and sales of Franchises by the Company or any Company Subsidiary have been made in compliance with all applicable Franchise Laws in effect at the time of such offer or sale, except as would not, individually or in the aggregate, have a Company Material Adverse Effect. Since January 1, 2017 all FDDs that the Company or any Company Subsidiary have used to offer and sell Franchises have contained the information required by Franchise Laws and have otherwise been prepared and delivered to prospective Franchisees in compliance with applicable Franchise Laws in all material respects, except in each case, as would not, individually or in the aggregate, have a Company Material Adverse Effect. Since January 1, 2017 and prior to the date hereof, the Company and its the Company Subsidiaries have not, in any such FDD or in any registration, application or filing with any Governmental Authority under any United States federal or state Franchise Law or any other applicable Law (whether or not inside, outside, including or excluding the United States, Canada or any other country) made any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except in each case as would not, individually or in the aggregate, have a Company Material Adverse Effect. (d) Neither the Company nor any of its Subsidiaries is subject to any Judgment with respect to the offer or sale of Franchises in any jurisdiction. (e) To the Knowledge of the Company’s Knowledge, all funds administered by or paid to or by the Company or any of its Subsidiaries Company Subsidiary by or on behalf of one or more Franchises any Franchisee at any time since January 1, 20162017 and prior to the date of this Agreement, including funds that Franchisees contributed for advertising and promotion promotional purposes and any rebates and any other payments made by suppliers suppliers, manufacturers, vendors and other third parties on account of Franchisees’ purchases from those suppliers and third partiesentities or for purposes of doing business with those Franchisees, have been administered and spent in accordance in all material respects with the applicable Franchise Laws, the Specified Franchise Agreements and any other Franchise Agreement. (e) With respect to all terminations, non-renewals, and transfers of Franchises and the Company’s and any Company Subsidiary’s enforcement of its rights, and performance of its obligations, under Franchise Agreements since January 1, 2017, the Company and any Company Subsidiary has complied with all applicable Relationship Laws and the requirements of the applicable Franchise Agreements, except in each case as would not, individually or in the aggregate, have a Company Material Adverse Effect. (f) Either Except as would not, individually or in the FDD or Section 4.18(f) of aggregate, have a Company Material Adverse Effect, since January 1, 2017 and prior to the Company Disclosure Letter contains a summary of all material Franchise-related arbitrations, litigation, class proceedings, material complaints or disputes, or other Litigations which are pending ordate hereof, to the Knowledge of the Company, threatened (i) neither the Company nor any of its Subsidiaries has received any written notice from any Franchisee or association purporting Governmental Authority alleging that the Company or any of its Subsidiaries is a joint or co-employer of or has any liability whatsoever as a joint or co-employer with respect to represent any employees of Franchisee and, to the Knowledge of the Company, no applicable Governmental Authority has determined and notified the Company that the Company or any of its Subsidiaries is a group joint employer or co-employer with respect to any employees of Franchisees, or . (iig) from any other Franchisee except where such Litigation, either individually or in Section 3.20(g) of the aggregate, would not reasonably be expected Company Disclosure Schedule identifies by jurisdiction and effective date all effective registrations that are effective as of the date of this Agreement under Franchise Laws that are applicable to have a Material Adverse Effectthe Company and its Subsidiaries.