Common use of Material Contracts and Other Agreements Clause in Contracts

Material Contracts and Other Agreements. The Company Disclosure Statement sets forth a complete and accurate list of the following contracts and commitments to which the Company or any Subsidiary is a party or by which any of their respective properties are bound: (a) collective bargaining agreements and contracts with any labor union; (b) employment or consulting agreements or any agreements providing for severance, termination or similar payments; (c) leases, whether as lessor or lessee, involving personal property with annual rental payments in excess of $50,000; (d) loan agreements, mortgages, indentures, instruments or other evidence of indebtedness or commitments (other than letters of credit issued in the ordinary course of business pursuant to existing credit agreements in respect of inventory purchases) in each case involving indebtedness (or available credit) for borrowed money or money lent to others; (e) guaranty or suretyship, performance bond, indemnification or contribution agreements; (f) written contracts with customers or suppliers that require aggregate payments to or from the Company or its Subsidiaries of more than $50,000 in any one-year period, other than contracts issued in the ordinary and usual course of business or terminable with 30 days or less notice without premium or penalty; (g) joint venture, partnership, or other agreements evidencing an ownership interest or a participation in or sharing of profits; (h) agreements, contracts or commitments limiting the freedom of the Company or any of the Subsidiaries to engage in any line of business or compete with any other corporation, partnership, joint venture, company or individual, (i) contracts that are terminable, or under which payments by the Company or any Subsidiary may be accelerated, upon a change in control of the Company, (j) written contracts with distributors of the Company's or any of the Subsidiaries' products, and (k) any other agreements material to the Company and its Subsidiaries taken as a whole. The Company has furnished or made available accurate and complete copies of the foregoing contracts and agreements to the Parent. The termination of any oral agreement or understanding to which the Company or a Subsidiary is a party of the type described in Sections 3.14(f) and 3.14(j) above would not, to the Company's knowledge, have a Material Adverse Effect on the Company. Each such oral agreement or understanding is terminable by the Company or a Subsidiary, as the case may be, without premium or penalty. As to each contract and commitment referred to above (i) there exists no breach or default, and no event has occurred which with notice or passage of time would constitute such a breach or default or permit termination, notification or acceleration, on the part of the Company or any Subsidiary or, to the best knowledge of the Company, on the part of any third party and (ii) as of the Effective Time, no third party consent, approval or authorization shall be required for the consummation of the Transactions. This Section 3.14 does not relate to real property, such items being the subject of Section 3.15.

Material Contracts and Other Agreements. The Company Disclosure Statement sets forth a complete and accurate list Schedule 3.12 --------------------------------------- discloses, as of the following date hereof, whether written or oral, together with all amendments and modifications thereto, of (a) all contracts and commitments agreements whether or not fully performed pursuant to which the Company has since January 1, 1995 acquired or any Subsidiary is disposed of a party portion of its business or by assets which any of their respective properties are bound: (a) collective bargaining agreements and contracts with any labor union; (b) employment or consulting agreements or any agreements providing provided for severance, termination or similar payments; (c) leases, whether as lessor or lessee, involving personal property with annual rental payments an aggregate purchase price in excess of $50,000; (d) loan agreements, mortgages, indentures, instruments or other evidence of indebtedness or commitments 100,000 (other than letters (i) sales of credit issued product or inventory; (ii) acquisitions of assets consistent with the Company's 1995 business plan; (iii) sales of individual parcels of surplus properties; and (iv) sales of obsolete equipment, in each case, in the ordinary course of business pursuant to existing credit agreements in respect of inventory purchases) in each case involving indebtedness (or available credit) for borrowed money or money lent to othersbusiness)(the "Disposed Businesses"); (eb) guaranty or suretyship, performance bond, indemnification or contribution agreements; (f) written contracts with customers or suppliers that require aggregate payments all agreements containing covenants not to or from the Company or its Subsidiaries of more than $50,000 in any one-year period, other than contracts issued in the ordinary and usual course of business or terminable with 30 days or less notice without premium or penalty; (g) joint venture, partnership, or other agreements evidencing an ownership interest or a participation in or sharing of profits; (h) agreements, contracts or commitments limiting the freedom of the Company or any of the Subsidiaries to engage in any line of business or compete with any other corporation, partnership, joint venture, company or individual, (i) contracts that are terminable, or under which payments by the Company or any Subsidiary may be accelerated, upon a change in control of the Company, (j) written contracts with distributors of the Company's or any of the Subsidiaries' products, and (k) any other agreements material to the Company and its Subsidiaries taken as a whole. The Company has furnished or made available accurate and complete copies of the foregoing contracts and agreements to the Parent. The termination of any oral agreement or understanding to which the Company or a Subsidiary is a party of the type described in Sections 3.14(f) and 3.14(j) above would not, to the Company's knowledge, have a Material Adverse Effect on the Company. Each such oral agreement or understanding is terminable by the Company or a Subsidiary, as the case may be, without premium or penalty. As to each contract and commitment referred to above (i) there exists no breach or default, and no event has occurred which with notice or passage of time would constitute such a breach or default or permit termination, notification or acceleration, on the part of the Company or otherwise restricting the ability of the Company to engage in its business (other than pursuant to agreements set forth in clause (g) below or pursuant to leases, reciprocal easements and deeds provided that the restrictions contained in such agreements or instruments do not materially impact the ability of the Company to operate its business as currently conducted); (c) all notes, mortgages, indentures, letters of credit, guarantees, performance bonds and other obligations and agreements and other instruments for or relating to any Subsidiary orlending or borrowing (including assumed debt) entered into by the Company or pursuant to which any properties or assets of the Company are pledged or mortgaged as collateral; (d) any employment or consulting agreement with any present or former director, officer or employee of the Company which calls for annual compensation in excess of $85,000; (e) all joint venture or partnership agreements to which the Company is a party or bound; (f) all agreements pursuant to which the Company pays royalties; (g) all area development agreements, letters of commitment and franchise agreements to which the Company is a party or bound; (h) all purchasing co-operative agreements to which the Company is a party or bound; (i) all agreements with Large Suppliers to which the Company is a party or bound (as defined in Section 3.13); and (j) any other contracts and agreements which are material to the Company. The foregoing are hereinafter referred to as the "Contracts." Schedule 3.12 also discloses the aggregate number of surplus properties and operating restaurants disposed of since January 1, 1995. With respect to each Contract, (1) such Contract is valid, binding and enforceable against the Company and, to the best of the Company's knowledge, each other party thereto in accordance with its terms; (2) neither the Company nor, to the best of Company's knowledge, any other party to such Contract is in material breach thereof or material default thereunder; (3) there does not exist any event that, with the giving of notice or the lapse of time or both, would constitute a material breach of or a material default under such Contract, and the Company has not received or given notice of any such breach, default or event; and (4) there have been no waivers or releases of any of the Company's material rights or remedies under any of the Contracts. True and correct copies of the Contracts have been made available to the Buyers. To the best knowledge of the Company, on the part of Company could not reasonably be expected to have any third party and (ii) as continuing liabilities or obligations in connection with or arising in respect of the Effective TimeDisposed Businesses, no third party consentindividually or in the aggregate, approval or authorization shall be required for the consummation in excess of the Transactions. This Section 3.14 does not relate to real property, such items being the subject of Section 3.15$200,000.

Material Contracts and Other Agreements. The Company Disclosure Statement sets forth a complete and accurate list of the following contracts and commitments to which the Company or any Subsidiary is a party or by which any of their respective properties are bound: (a) collective bargaining agreements and contracts with any labor union; (b) employment or consulting agreements or any agreements providing for severance, termination or similar payments; (c) leases, whether as lessor or lessee, involving personal property with annual rental payments in excess of $50,00025,000; (d) loan agreements, mortgages, indentures, instruments or other evidence of indebtedness or commitments (other than letters of credit issued in the ordinary course of business pursuant to existing credit agreements in respect of inventory purchases) in each case involving indebtedness (or available credit) for borrowed money or money lent to others; (e) guaranty or suretyship, performance bond, indemnification or contribution agreements; (f) written contracts with customers or suppliers that require aggregate payments to or from the Company or its Subsidiaries of more than $50,000 in any one-year period, other than contracts issued in the ordinary and usual course of business or terminable with 30 days or less notice without premium or penalty; (g) joint venture, partnership, or other agreements evidencing an ownership interest or a participation in or sharing of profits; (h) agreements, contracts or commitments limiting the freedom of the Company or any of the Subsidiaries to engage in any line of business or compete with any other corporation, partnership, joint venture, company or individual, (i) contracts that are terminable, or under which payments by the Company or any Subsidiary may be accelerated, upon a change in control of the Company, (j) written contracts with distributors of the Company's or any of the Subsidiaries' products, and (k) any other agreements material to the Company and its Subsidiaries taken as a whole. The Company has furnished or made available accurate and complete copies of the foregoing contracts and agreements to the Parent. The termination of any oral agreement or understanding to which the Company or a Subsidiary is a party of the type described in Sections 3.14(f) and 3.14(j) above would not, to the Company's knowledge, have a Material Adverse Effect on the Company. Each such oral agreement or understanding is terminable by the Company or a Subsidiary, as the case may be, without premium or penalty. As to each contract and commitment referred to above (i) there exists no breach or default, and no event has occurred which with notice or passage of time would constitute such a breach or default or permit termination, notification or acceleration, on the part of the Company or any Subsidiary or, to the best knowledge of the Company, on the part of any third party and (ii) as of the Effective Time, no third party consent, approval or authorization shall be required for the consummation of the Transactions. This Section 3.14 does not relate to real property, such items being the subject of Section 3.15.