Common use of Operating Contracts Clause in Contracts

Operating Contracts. The Operating Contracts set forth on Schedule 4.1(g) hereto include all Contracts, commitments, leases, licenses and all other agreements, including franchise agreements and area franchise development agreements which relate to, arise from or are used or are necessary for the operation of the Business. All of the Operating Contracts are valid, binding in all material respects and currently in full force and effect, and the performance by the parties thereto will not, individually or in the aggregate, have a Material Adverse Effect upon MFM, the Business or BAB's operation of the Business. Neither MFM nor the Shareholders has been notified of and none of them knows of any default in any material respect under any of the Operating Contracts, and to their Knowledge, no event has occurred which, through the passage of time or the giving of notice, or both, would constitute a default or give rise to a right of termination or cancellation under any of the Operating Contracts, or cause the acceleration of an obligation of MFM or result in the creation of any Encumbrance whatsoever upon any of the Assets, except as disclosed in writing to BAB by MFM and the Shareholders prior to the Effective Time. To the Knowledge MFM and the Shareholders, no other party is in default under any of the Operating Contracts, nor has any event occurred which, through the passage of time or the giving of notice, or both, would constitute a default or give rise to a right of termination or cancellation under any of the Operating Contracts, or cause the acceleration of any obligation owed to or by MFM. Except as described on Schedule 4.1(g) hereto, none of the Operating Contracts have been canceled, terminated, amended or modified and, to the Knowledge of MFM and the Shareholders, all parties to such Operating Contracts are in all material respects in compliance therewith. Except as provided in Schedule 6.3 hereto, all of the Operating Contracts are assignable to and assumable by the Survivor without giving advance notice to or receiving the consent or approval of any Person and any such required notices, consents and approvals, if any, as are required shall be given or obtained by MFM or the Shareholders prior to the Closing.

Operating Contracts. The Operating Except as disclosed in Schedule 3.16, and except with respect to (i) Contracts that have been fully performed as of the date hereof and have no further force or effect, (ii) Contracts that can be terminated on sixty (60) days or less notice, (iii) Contracts that have associated payments of less than $5,000 per year, and (iv) the Contracts that are mortgages (the "Mortgages") and tenant leases (the "Tenant Leases") and vacant land Real Estate properties set forth on Schedule 4.1(g) hereto include all Contracts3.22, commitments, leases, licenses and all other agreements, including franchise agreements and area franchise development agreements which relate to, arise from the Company is not a party to any oral or are used or are necessary for the operation of the Businesswritten Contract. All of the Contracts listed on Schedule 3.16 hereto are referred to in this Agreement as the "Operating Contracts ." All of the Operating Contracts, Mortgages and Tenant Leases were made in the Ordinary Course of Business, and, to the Knowledge of the Company, are valid, binding in all material respects and currently in full force and effect, and the performance by the parties thereto will not, individually or in the aggregate, have a Material Adverse Effect upon MFM. Except as set forth on Schedule 3.16, the Business or BAB's operation of the Business. Neither MFM nor the Shareholders has been notified of and none of them knows of any Company is not in default in any material respect under any of the Operating Contracts, and Mortgages or Tenant Leases, and, to their Knowledgethe Knowledge of the Company, no event has occurred which, through the passage of time or the giving of notice, or both, would constitute a default by the Company or give rise to a right of termination or cancellation by another party under any of the Operating Contracts, the Mortgages or Tenant Leases, or cause the acceleration of an obligation any Liability of MFM the Company, or result in the creation of any Encumbrance whatsoever upon any of the Assets, except as disclosed in writing to BAB by MFM and properties or assets of the Shareholders prior to the Effective TimeCompany. To the Knowledge MFM and of the ShareholdersCompany, no other party is in default under any of the Operating Contracts, nor has any event occurred which, through the passage of time Mortgages or the giving of notice, or both, would constitute a default or give rise to a right of termination or cancellation under any of the Operating Contracts, or cause the acceleration of any obligation owed to or by MFMTenant Leases. Except as described on Schedule 4.1(g) 3.16 hereto, none of the Operating Contracts Contracts, Mortgages or Tenant Leases have been canceled, terminated, amended or modified and, to the Knowledge of MFM and the Shareholders, all parties to such Operating Contracts are in all material respects in compliance therewithmodified. Except as provided in Schedule 6.3 3.4 hereto, all the consummation of the Operating Contracts are assignable to and assumable by the Survivor without giving advance notice to or receiving Transactions will not require the consent or approval of any Person and under any such required noticesof the Operating Contracts, consents and approvals, if any, as are required shall be given Mortgages or obtained by MFM or the Shareholders prior to the ClosingTenant Leases.

Operating Contracts. The Operating Except as disclosed in Schedule 3.15, and except with respect to Contracts set forth on Schedule 4.1(g) hereto include all Contractsthat have been fully performed as of the date hereof and have no further force or effect, commitments, leases, licenses and all other agreements, including franchise agreements and area franchise development agreements which relate to, arise from the Company is not a party to any oral or are used or are necessary for the operation of written Contract with respect to the Business. Schedule 3.15 sets forth all of the Contracts required or necessary to operate the Business as it has been operated by the Company, including all non-competition, non-solicitation and other agreements containing similar restrictive covenants with employees of the Business on the Closing Date, and all such agreements entered into with any former employee of the Business who is associated with any Intellectual Property of the Company whose restrictive covenants have not yet expired (the “Employee Restrictive Covenant Agreements”). All of the Contracts listed on Schedule 3.15 hereto are referred to in this Agreement as the “Operating Contracts.” All of the Operating Contracts were made in the Ordinary Course of Business, and, to the Company’s Knowledge, are valid, binding in all material respects and currently in full force and effect, and the performance by the parties thereto will not, individually or . The Company is not in the aggregate, have a Material Adverse Effect upon MFM, the Business or BAB's operation of the Business. Neither MFM nor the Shareholders has been notified of and none of them knows of any default in any material respect under any of the Operating Contracts, and and, to their the Company’s Knowledge, no event has occurred which, through the passage of time or the giving of notice, or both, would constitute a default by the Company or give rise to a right of termination or cancellation by another party under any of the Operating Contracts, or cause the acceleration of an obligation any Liability of MFM the Company, or result in the creation of any Encumbrance whatsoever upon any of the Assets, except as disclosed in writing to BAB by MFM and the Shareholders prior to the Effective Time. To the Knowledge MFM and the ShareholdersCompany’s Knowledge, no other party is in default under any of the Operating Contracts, nor has any event occurred which, through the passage of time or the giving of notice, or both, would constitute a default or give rise to a right of termination or cancellation under any . The covenants of the Operating Contractsemployees of the Company, including without limitation any non-competition and non-solicitation covenants, under the agreements set forth on Schedule 2.1(a)(i)(H), remain in full force and effect and have not and will not be terminated at or cause prior to the acceleration of any obligation owed to Closing Date or by MFMotherwise terminate at the time such employees’ employment with the Company terminates. Except as described on Schedule 4.1(g) 3.15 hereto, none of the Operating Contracts have been canceled, terminated, amended or modified and, to the Knowledge of MFM and the Shareholders, all parties to such Operating Contracts are in all material respects in compliance therewithmodified. Except as provided in Schedule 6.3 3.4 hereto, all the consummation of the Operating Contracts are assignable to and assumable by the Survivor without giving advance notice to or receiving transactions contemplated hereby will not require the consent or approval of any Person and under any such required notices, consents and approvals, if any, as are required shall be given or obtained by MFM or of the Shareholders prior to the ClosingOperating Contracts.

Operating Contracts. The Except for the Contracts set forth in Schedule 1.2 hereto, the Operating Contracts set forth on Schedule 4.1(g1.1 (g) hereto include all Contracts, commitments, leases, licenses and all other agreements, including franchise agreements and area franchise development agreements which relate to, arise from or are used or are necessary for the operation of the Business. All of the Operating Contracts are valid, binding in all material respects and currently in full force and effect, and the performance by the parties thereto will not, individually or in the aggregate, have a Material Adverse Effect upon MFM, the Business either Seller or BAB's operation of the Business. Neither MFM nor the Shareholders Seller has been notified of and none of them or knows of any default in any material respect under any of the Operating Contracts, and to their Sellers' Knowledge, no event has occurred which, through the passage of time or the giving of notice, or both, would constitute a default or give rise to a right of termination or cancellation under any of the Operating Contracts, or cause the acceleration of an obligation of MFM any Sellers, or result in the creation of any Encumbrance whatsoever upon any of the Assets, except as disclosed in writing to BAB Purchaser by MFM and the Shareholders Sellers prior to the Effective TimeClosing. To the Knowledge MFM and the Shareholdersbest of Sellers' Knowledge, no other party is in default under any of the Operating Contracts, nor has any event occurred which, through the passage of time or the giving of notice, or both, would constitute a default or give rise to a right of termination or cancellation under any of the Operating Contracts, or cause the acceleration of any obligation owed to or by MFMeither Seller. Except as described on Schedule 4.1(g1.1(g) hereto, none of the Operating Contracts have been canceled, terminated, amended or modified and, to the Knowledge best of MFM and the ShareholdersSellers' Knowledge, all parties to such Operating Contracts are in all material respects in compliance therewith. Except as provided in Schedule 6.3 4.3 hereto, all of the Operating Contracts are assignable to by Sellers and assumable by the Survivor Purchaser without giving advance notice to or receiving the consent or approval of any Person and any such required notices, consents and approvals, if any, as are required shall be given or obtained by MFM or the Shareholders Sellers prior to the Date of Closing.