Management Corp s/Norton Garfinkle By s/Norton Garfinkle --------------------------- ----------------------------- Norton Garfinkle
Management Corp. By s/Norton Gxxxxxxxx ------------------------------
Management Corp s/Norton Garfinkle Xx x/Xxrton Garfinkle --------------------------- --------------------------- Norton Garfinkle XXX X/X XARFINKLE TXXXX XXRFINKLE LXXXXXX XXRTNERSHIP II By: G.F. Management Corp. By s/Norton Garfinkle Xx x/Xxxton Garfinkle ------------------------- --------------------------- Norton Garfinkle, Xxxxxxx s/Bruce F. Faxxxxx, Xr. --------------------------- Bruce F. Faxxxxx, Xr. THE FAILING TRUST By s/Leigh Q. Faxxxxx ------------------------- Leigh Q. Faxxxxx By s/Elizabeth F. Xxxxxxx ------------------------- Elizabeth F. Xxxxxxx s/Elizabeth Z. Xxxxxxx --------------------------- Elizabeth Z. Xxxxxxx AMENDMENT NO. 2 TO STOCKHOLDERS' AGREEMENT Amendment No. 2 dated as of April 15, 1998 to the Stockholders' Agreement dated as of March 12, 1993, as amended October 29, 1997 (the "Stockholders' Agreement"), among Norton Garfinkle, Xxx X/X Xarfinkle Txxxx, Xxxce F. Faxxxxx, Xr., The Failing Trust, and Elizabeth Z. Xxxxxxx.
Management Corp shall conduct its affairs in accordance with state and federal law. Management Corp. shall honor all legitimate debts and obligations of its creditors.
Management Corp shall cooperate with and assist FBL, to the extent of any available resources, in meeting goals and objectives under this Agreement.
Management Corp hereby agrees to manage and supervise the day-to-day operation of the Business so that the Restaurants are operated and maintained in a manner which complies with (i) the policies, standards and procedures set by the Franchisor from time to time in the operation of all Wendy's Old Fashioned Hamburgers Restaurants, (ii) the standards and requirements for the reputation and operation of the Restaurants as prescribed by the Franchise Agreements and (iii) all of the other terms of the Franchise Agreements.
Management Corp shall maintain, or provide for the maintenance of, all records pertaining to the day-to-day operation of the Business (including all reports to Wendcello and the Franchisor and all payroll and tax returns of every kind except income tax returns which shall be prepared and filed by Wendcello's parent corporation) at its principal office at 11 N. Xxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx, xxl of which shall be available for inspection, examination, and copying at all times by one or more duly authorized representatives or agents of Wendcello.
Management Corp a Florida corporation, is designated as the Tax Matters Partner of the partnership, as provided in Regulations pursuant to Internal Revenue Code Section 6231 and authorized to perform such duties as are required or appropriate thereunder. If FMN Management Corp. is no longer a General Partner, the then General Partners shall designate a successor Tax Matters Partner from among their number. Each Partner by the execution of this agreement consents to such designation of the Tax Matters Partner and agrees to execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent.
Management Corp. 712 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx the designee, appointee and agent of the Purchaser to receive service of process in such jurisdiction in any legal action or proceeding with respect to this Agreement and such service shall be deemed complete five (5) days after delivery thereof to the office of said agent, if written notice of such service shall be given to Purchaser either by such agent or by the Company, by mailing the same by registered or certified mail to Purchaser at the addresses set forth in Section 9 or otherwise as notice is permitted to be given under such paragraph. If, for the purpose of obtaining a judgment in any court with respect to any obligation of Purchaser under this Agreement it becomes necessary to convert into any other currency any amount in Dollars due under this Agreement, then that conversion shall be made at the buying spot rate of exchange that would be utilized by the Company to purchase freely transferable Dollars at the close of business on the day before the day on which the judgment is rendered.
Management Corp and General Electric Capital Corporation and Receivables Sale and Contribution Agreement dated as of April 11, 2002, by and among Wabash, WNTC, Wabash National, L.P., and WNC Receivables, LLC.
