Common use of Operation of the Business of Seller Clause in Contracts

Operation of the Business of Seller. (a) Between the date of this Agreement and the Closing Date, Seller shall conduct the operation of the Restaurants in the ordinary and usual course of business, consistent with past practices and will use its best efforts to preserve intact the present business organization with respect to the Restaurants, to keep available the services of its officers and employees, and to maintain satisfactory relationships with landlords, franchisors, dealers, licensors, licensees, suppliers, contractors, distributors, customers and others having business relations with it and the Restaurants and will maintain the Restaurants, Real Properties, and Purchased Assets in a condition conducive to the operation of the business currently carried on therein. (b) Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement or with the prior written consent of Purchaser, Seller will not: (i) keep and maintain its books of account and records other than in accordance with generally accepted accounting principles consistent with past practices; (ii) amend or restate the leases for the Real Properties, the Franchise Agreements or any Assumed Contract or other material Contract; (iii) (A) Increase in any manner the compensation of any of the employees at any of the Restaurants other than in the ordinary course of business, consistent with past practices; (B) pay or agree to pay any pension, retirement allowance or other employee benefit not required or permitted by any Plan, whether past or present; or (C) commit itself in relation to the Restaurants, the employees at the Restaurants or the Real Properties, to any new or renewed Plan with or for the benefit of any Person, or to amend any of such Plans or any of such agreements in existence on the date hereof; (iv) Permit any of its insurance policies to be canceled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies are in full force and effect providing coverage, in form, substance and amount equal to or greater than the coverage under those canceled, terminated or lapsed for substantially similar premiums; (v) Enter into any other Contracts whether written or oral which, individually or in the aggregate, would be material to the Restaurants, Purchased Assets, Real Properties, the Easements or the Assumed Contracts, except Contracts for the purchase, sale or lease of goods or services in the ordinary course of business consistent with past practice and not in excess of current requirements, or otherwise make any material change in the conduct of the businesses or operations of Seller; (vi) Take any action which would result in any of the representations or warranties contained in this Agreement or the other Transaction Documents not being true at and as of the time immediately after such action at and as of the Closing Date, or impair Seller’s ability to perform any of the covenants contained in this Agreement or other Transaction Documents or which would have a materially adverse impact on the transactions contemplated by this Agreement or the Transaction Documents; (vii) Operate the Restaurants or otherwise engage in any practices which would materially adversely affect sales at the Restaurants; or (viii) Agree (in writing or otherwise) to do any of the foregoing. (c) From and after the date hereof, Seller or any of its Affiliates will not remove any management personnel (manager and assistant managers) from the Restaurants or relocate such management personnel to any other restaurants owned or operated by Seller or its Affiliates. (d) From the date hereof and up to and including the Closing Date, Seller shall use its best efforts to maintain and retain at a minimum one (1) Restaurant Manager position and two (2) Assistant Restaurant Manager positions per Restaurant. (e) From the date hereof and up to and including the Closing Date, Seller shall: (i) maintain all agreements and accounts with suppliers, licensers, licensees, advertisers, distributors, vendors and others having business dealings with or providing services to the Restaurants including, but not limited to trash and garbage removal, snow and ice removal, landscaping and lawn care, utilities, telephone service, internet service, repairs and maintenance, grease removal, and billboard and highway sign agreements and Seller shall not terminate any such agreements or accounts without the Purchaser’s prior written consent not to be unreasonably withheld; (ii) assist with and provide reasonable cooperation in the orderly transition of all such agreements, business dealings and services to Purchaser; (iii) provide reasonable cooperation in obtaining the assignment of any of the Assumed Contracts provided that the same are capable of assignment with or without consent; and (iv) provide reasonable cooperation in developing transitional plans and arrangements, as may be required, to effect the transition of the Restaurants and related POS, inventory and supporting information systems.

Operation of the Business of Seller. (a) Between the date of this Agreement and the Closing Date, Seller shall conduct the operation of the Restaurants in the ordinary and usual course of business, consistent with past practices and will use its best efforts to preserve intact the present business organization with respect to the Restaurants, to keep available the services of its officers and employees, and to maintain satisfactory relationships with landlords, franchisors, dealers, licensors, licensees, suppliers, contractors, distributors, customers and others having business relations with it and the Restaurants and will maintain the Restaurants, Real Properties, and Purchased Assets in a condition conducive to the operation of the business currently carried on therein. (b) Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement or with the prior written consent of Purchaser, Seller will not: (i) keep Keep and maintain its books of account and records other than in accordance with generally accepted accounting principles consistent with past practices; (ii) amend Amend or restate any Governing Instrument, the leases for the Real PropertiesLeases, the Franchise Agreements Development Rights or any Assumed Contract or other material Contract; (iii) (A) Increase in any manner the compensation of any of the employees at any of the Restaurants other than in the ordinary course of business, consistent with past practices; (B) pay or agree to pay any pension, retirement allowance or other employee benefit not required or permitted by any Plan, whether past or present; or (C) commit itself in relation to the Restaurants, the employees at the Restaurants or the Real Properties, to any new or renewed Plan with or for the benefit of any Person, or to amend any of such Plans or any of such agreements in existence on the date hereof; (iv) Permit any of its insurance policies to be canceled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies are in full force and effect providing coverage, in form, substance and amount equal to or greater than the coverage under those canceled, terminated or lapsed for substantially similar premiums; (v) Enter into any other Contracts whether written or oral which, individually or in the aggregate, would be material to the Restaurants, Purchased Assets, Real Properties, Leases, the Easements or the Assumed Contracts, except Contracts for the purchase, sale or lease of goods or services in the ordinary course of business consistent with past practice and not in excess of current requirements, or otherwise make any material change in the conduct of the businesses or operations of Seller; (vi) Take any action which would result in any of the representations or warranties contained in this Agreement or the other Transaction Documents not being true at and as of the time immediately after such action at and as of the Closing Date, or impair Seller’s ability to perform in any of the covenants contained in this Agreement or other Transaction Documents becoming unperformable or which would have a materially adverse impact on the transactions contemplated by this Agreement hereby or the Transaction Documentsthereby; (vii) Operate the Restaurants or otherwise engage in any practices which would materially adversely affect sales at the Restaurants; or (viii) Agree (in writing or otherwise) to do any of the foregoing. (c) From and after the date hereof, Seller or any of its Affiliates will not remove any management personnel (manager and assistant managers) from the Restaurants or relocate such management personnel to any other restaurants owned or operated by Seller or its Affiliates. (d) From the date hereof and up to and including the Closing Date, Seller shall use its best efforts to maintain and retain at a minimum one (1) Restaurant Manager position and two (2) Assistant Restaurant Manager positions per Restaurant. (e) From the date hereof and up to and including the Closing Date, Seller shall: (i) maintain all agreements and accounts with suppliers, licensers, licensees, advertisers, distributors, vendors and others having business dealings with or providing services to the Restaurants including, but not limited to trash and garbage removal, snow and ice removal, landscaping and lawn care, utilities, telephone service, internet service, repairs and maintenance, grease removal, and billboard and highway sign agreements and Seller shall not terminate any such agreements or accounts without the Purchaser’s prior written consent not to be unreasonably withheld; (ii) assist with and provide reasonable cooperation in the orderly transition of all such agreements, business dealings and services to Purchaser; (iii) provide reasonable cooperation in obtaining the assignment of any of the Assumed Contracts provided that the same are capable of assignment with or without consent; and (iv) provide reasonable cooperation in developing transitional plans and arrangements, as may be required, to effect the transition of the Restaurants and related POS, inventory and supporting information systems.

Operation of the Business of Seller. (a) Between the date of this Agreement and the Closing DateClosing, Seller shall shall: (a) conduct the operation of the Restaurants its Business only in the ordinary Ordinary Course of Business, except that Seller may take actions necessary or advisable to comply with its obligations under this Agreement and usual course of businessmay make payments against any Liabilities that would otherwise be Retained Liabilities after Closing; (b) except as otherwise requested by Buyer in writing, consistent with past practices and will without making any commitment on Buyer’s behalf, use its best efforts Best Efforts in the Ordinary Course of Business to preserve intact the present its current business organization with respect to the Restaurantsorganization, to keep available the services of its officers officers, employees and agents and maintain its relations and good will with suppliers, customers, landlords, creditors, employees, and to maintain satisfactory relationships with landlords, franchisors, dealers, licensors, licensees, suppliers, contractors, distributors, customers agents and others having business relations relationships with it it; (c) confer with Buyer prior to implementing operational decisions of a material and significant nature, to the extent allowable under law; (d) otherwise report periodically to Buyer concerning the status of its Business, operations and finances; (e) make no material changes in management personnel without prior consultation with Buyer; (f) maintain the Purchased Assets and the Restaurants and will maintain the Restaurants, Leased Real Properties, and Purchased Assets Property in a state of repair and condition conducive that complies with Legal Requirements (and, as applicable, each Real Property Lease) in the Ordinary Course of Business; (g) keep in full force and effect, without amendment, all material rights relating to the operation of Business and the business currently carried on therein.Purchased Assets; (bh) Without limiting comply with all Legal Requirements and contractual obligations applicable to the generality of Business and the foregoing, and except as otherwise expressly provided in this Agreement or with the prior written consent of Purchaser, Seller will not:Purchased Assets; (i) keep and maintain its books of account and records other than in accordance with generally accepted accounting principles consistent with past practices; (ii) amend or restate the leases for the Real Properties, the Franchise Agreements or any Assumed Contract or other material Contract; (iii) (A) Increase in any manner the compensation of any of the employees at any of the Restaurants other than in the ordinary course of business, consistent with past practices; (B) pay or agree to pay any pension, retirement allowance or other employee benefit not required or permitted by any Plan, whether past or present; or (C) commit itself in relation to the Restaurants, the employees at the Restaurants or the Real Properties, to any new or renewed Plan with or for the benefit of any Person, or to amend any of such Plans or any of such agreements in existence on the date hereof; (iv) Permit any of its insurance policies to be canceled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies are continue in full force and effect providing coverage, in form, substance and amount equal to or greater than the insurance coverage under those canceled, terminated the Insurance Policies or lapsed for substantially similar premiumsequivalent policies; (vj) Enter into except as required to comply with ERISA or to maintain qualification under Section 401(a) of the Code or except as set forth in this Agreement, not amend, modify or terminate any other Contracts whether Employee Plan without the express written or oral whichconsent of Buyer, individually or in and except as required under the aggregateprovisions of any Employee Plan, would be material to the Restaurants, Purchased Assets, Real Properties, the Easements or the Assumed Contracts, except Contracts for the purchase, sale or lease of goods or services in the ordinary course of business consistent with past practice and not in excess of current requirements, or otherwise make any material change in contributions to or with respect to any Employee Plan without the conduct express written consent of Buyer, provided that Seller shall contribute that amount of cash to each Employee Plan necessary to fully fund all of the businesses or operations benefit liabilities of Seller; (vi) Take any action which would result in any of the representations or warranties contained in this Agreement or the other Transaction Documents not being true at and as of the time immediately after such action at and Employee Plan on a plan-termination basis as of the Closing Date, or impair Seller’s ability to perform any of the covenants contained in this Agreement or other Transaction Documents or which would have a materially adverse impact on the transactions contemplated by this Agreement or the Transaction Documents; (viik) Operate cooperate with Buyer and assist Buyer in identifying the Restaurants or otherwise engage in any practices which would materially adversely affect sales at Governmental Authorizations required by Buyer to operate the Restaurants; or (viii) Agree (in writing or otherwise) to do any of the foregoing. (c) From Business from and after the date hereofClosing Date and either transferring existing Governmental Authorizations of Seller to Buyer, Seller where permissible, or any of its Affiliates will not remove any management personnel (manager and assistant managers) from the Restaurants or relocate such management personnel to any other restaurants owned or operated by Seller or its Affiliates. (d) From the date hereof and up to and including the Closing Date, Seller shall use its best efforts to maintain and retain at a minimum one (1) Restaurant Manager position and two (2) Assistant Restaurant Manager positions per Restaurant. (e) From the date hereof and up to and including the Closing Date, Seller shall: (i) maintain all agreements and accounts with suppliers, licensers, licensees, advertisers, distributors, vendors and others having business dealings with or providing services to the Restaurants including, but not limited to trash and garbage removal, snow and ice removal, landscaping and lawn care, utilities, telephone service, internet service, repairs and maintenance, grease removal, and billboard and highway sign agreements and Seller shall not terminate any such agreements or accounts without the Purchaser’s prior written consent not to be unreasonably withheld; (ii) assist with and provide reasonable cooperation in the orderly transition of all such agreements, business dealings and services to Purchaser; (iii) provide reasonable cooperation in obtaining the assignment of any of the Assumed Contracts provided that the same are capable of assignment with or without consentnew Governmental Authorizations for Buyer; and (ivl) provide reasonable cooperation maintain all books and Records of Seller relating to Seller’s Business in developing transitional plans and arrangements, as may be required, to effect the transition Ordinary Course of the Restaurants and related POS, inventory and supporting information systemsBusiness.

Operation of the Business of Seller. (a) Between the date of this Agreement and the Closing DateClosing, Seller shall shall, except for actions related to the Contemplated Transactions, including the AIS Separation: (a) conduct the operation its business only in its Ordinary Course of the Restaurants in the ordinary and usual course of business, consistent with past practices and will Business; (b) use its best commercially reasonable efforts subject to its business judgment to preserve intact the present its current business organization with respect to the Restaurantsorganization, to keep available the services of its officers officers, employees and agents and maintain its relations and good will with suppliers, customers, landlords, creditors, employees, and to maintain satisfactory relationships with landlords, franchisors, dealers, licensors, licensees, suppliers, contractors, distributors, customers agents and others having business relations relationships with it it; (c) make no distributions of cash in excess of $1,738,175, other than distributions in the aggregate amount of Three Hundred Sixty Thousand Dollars ($360,000) per month to certain Members in the Seller’s Ordinary Course of Business; (d) confer with Buyer prior to implementing material operational decisions outside Seller’s Ordinary Course of Business or Seller’s current business plan; (e) otherwise verbally report periodically to Buyer upon Buyer’s reasonable request concerning the overall status of its business, operations and the Restaurants and will finances; (f) make no material changes in management personnel without prior consultation with Buyer; (g) maintain the Restaurants, Real Properties, and Purchased Assets in a state of repair and condition conducive to the operation that complies with Legal Requirements and is consistent with Seller’s Ordinary Course of the business currently carried on therein.Business; (bh) Without limiting the generality of the foregoingkeep in full force and effect, and except as otherwise expressly provided in this Agreement or with the prior written consent of Purchaserwithout amendment, Seller will not:all material rights relating to Seller’s business; (i) keep comply with all Legal Requirements and maintain its books contractual obligations applicable to the operations of account and records other than Seller’s business in accordance with generally accepted accounting principles consistent with past practicesall material respects; (iij) amend or restate the leases for the Real Properties, the Franchise Agreements or any Assumed Contract or other material Contract; (iii) (A) Increase in any manner the compensation of any of the employees at any of the Restaurants other than in the ordinary course of business, consistent with past practices; (B) pay or agree to pay any pension, retirement allowance or other employee benefit not required or permitted by any Plan, whether past or present; or (C) commit itself in relation to the Restaurants, the employees at the Restaurants or the Real Properties, to any new or renewed Plan with or for the benefit of any Person, or to amend any of such Plans or any of such agreements in existence on the date hereof; (iv) Permit any of its insurance policies to be canceled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies are continue in full force and effect providing its current insurance coverage, in form, substance and amount equal to or greater than the coverage under those canceled, terminated or lapsed for substantially similar premiums; (vk) Enter into except as required to comply with ERISA or to maintain qualification under Section 401(a) of the Code, not amend, modify or terminate any other Contracts whether Seller Employee Plan without the express written or oral whichconsent of Buyer, individually or in and except as required under the aggregateprovisions of any Seller Employee Plan, would be material to the Restaurants, Purchased Assets, Real Properties, the Easements or the Assumed Contracts, except Contracts for the purchase, sale or lease of goods or services in the ordinary course of business consistent with past practice and not in excess of current requirements, or otherwise make any material change in contributions to or with respect to any Seller Employee Plan without the conduct express written consent of the businesses or operations of SellerBuyer; (vil) Take any action which would result cooperate with Buyer and assist Buyer in any of identifying the representations or warranties contained in this Agreement or Governmental Authorizations required by Buyer to operate the other Transaction Documents not being true at business from and as of the time immediately after such action at and as of the Closing DateDate and either transferring existing Governmental Authorizations of Seller to Buyer, where permissible, or impair Seller’s ability to perform any of the covenants contained in this Agreement or other Transaction Documents or which would have a materially adverse impact on the transactions contemplated by this Agreement or the Transaction Documentsobtaining new Governmental Authorizations for Buyer; (viim) Operate the Restaurants or otherwise engage upon request from time to time, execute and deliver all documents, make all truthful oaths, testify in any practices which would materially adversely affect sales at the Restaurants; or (viii) Agree (in writing Proceedings and do all other acts that may be reasonably necessary or otherwise) to do any of the foregoing. (c) From and after the date hereof, Seller or any of its Affiliates will not remove any management personnel (manager and assistant managers) from the Restaurants or relocate such management personnel to any other restaurants owned or operated by Seller or its Affiliates. (d) From the date hereof and up to and including the Closing Date, Seller shall use its best efforts to maintain and retain at a minimum one (1) Restaurant Manager position and two (2) Assistant Restaurant Manager positions per Restaurant. (e) From the date hereof and up to and including the Closing Date, Seller shall: (i) maintain all agreements and accounts with suppliers, licensers, licensees, advertisers, distributors, vendors and others having business dealings with or providing services to the Restaurants including, but not limited to trash and garbage removal, snow and ice removal, landscaping and lawn care, utilities, telephone service, internet service, repairs and maintenance, grease removal, and billboard and highway sign agreements and Seller shall not terminate any such agreements or accounts without the Purchaser’s prior written consent not to be unreasonably withheld; (ii) assist with and provide reasonable cooperation desirable in the orderly transition opinion of Buyer to consummate the Contemplated Transactions, all such agreements, business dealings and services to Purchaser; (iii) provide reasonable cooperation in obtaining the assignment of any of the Assumed Contracts provided that the same are capable of assignment with or without consentfurther consideration; and (ivn) provide reasonable cooperation maintain in developing transitional plans the Ordinary Course of Business all books and arrangements, as may be required, Records of Seller relating to effect the transition of the Restaurants and related POS, inventory and supporting information systemsSeller’s business.

Operation of the Business of Seller. (a) Between During the period from and after the date of this Agreement and until the Closing Date, Seller shall conduct covenants and agrees that, unless it obtains Buyer's prior written consent to the operation of the Restaurants contrary, or except as specifically authorized in the ordinary and usual course of businessthis Agreement, consistent with past practices and will use its best efforts to preserve intact the present business organization or except as provided for on Seller's financial statements attached hereto as Schedule 3.5, Seller shall, with respect to the Restaurants, to keep available the services of its officers and employees, and to maintain satisfactory relationships with landlords, franchisors, dealers, licensors, licensees, suppliers, contractors, distributors, customers and others having business relations with it and the Restaurants and will maintain the Restaurants, Real Properties, and Purchased Assets in a condition conducive to the operation of the business currently carried on therein. (b) Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement or with the prior written consent of Purchaser, Seller will notUGCC: (ia) keep make, amend and maintain its books of account and records other than in accordance with generally accepted accounting principles consistent with past practices; (ii) amend or restate the leases for the Real Properties, the Franchise Agreements or any Assumed Contract or other material Contract; (iii) (A) Increase in any manner the compensation of any of the employees at any of the Restaurants other than terminate contracts only in the ordinary course of business, consistent with past practices; (B) pay or agree to pay any pension, retirement allowance or other employee benefit not required or permitted by any Plan, whether past or present; or (C) commit itself in relation to the Restaurants, the employees at the Restaurants or the Real Properties, to any new or renewed Plan with or for the benefit of any Person, or to amend any of such Plans or any of such agreements in existence on the date hereof; (ivb) Permit refrain from suffering or refrain from creating any of security interest, encumbrance or restriction on its insurance policies to be canceled properties or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies are in full force and effect providing coverage, in form, substance and amount equal to or greater than the coverage under those canceled, terminated or lapsed for substantially similar premiums; (v) Enter into any other Contracts whether written or oral which, individually or in the aggregate, would be material to the Restaurants, Purchased Assets, Real Properties, the Easements or the Assumed Contractsassets, except Contracts for the purchase, sale or lease of goods or services in the ordinary course of business consistent with past practice and not in excess of current requirements, or otherwise make any material change in the conduct of the businesses or operations of Sellerpractices; (vic) Take refrain from disposing of any action of UGCC's properties or assets, except in the ordinary course of business consistent with past practices; (d) refrain from entering into or becoming a party to any employment, consulting or sales representation agreement, except in the ordinary course of business consistent with past practices; (e) refrain from increasing the rate of compensation paid or payable by it to such of UGCC's officers, directors, employees, agents, independent contractors or consultants as, pursuant to the terms hereof or as expressly contemplated hereby, are to be employed or engaged by Buyer at or following the Closing, except pursuant to existing contractual obligations, and from making loans or advances to such officers, directors, agents, employees, independent contractors, or consultants as, pursuant to the terms hereof or as expressly contemplated hereby, are to be employed or engaged by Buyer at or following the Closing, or any member of the families of any of them, except for advances for reasonable business expenses in accordance with past practices, or except with respect to those retention bonuses and severance payments disclosed on Schedule 3.6; (f) refrain from paying or agreeing to pay any bonus, extra compensation, pension or severance pay under any pension plan or otherwise, except pursuant to existing contractual obligations; (g) maintain its books accounts and records in the usual, regular and ordinary manner and in compliance with all applicable laws; (h) except as may ultimately be determined upon resolution of pending labor grievances, meet its obligations under all contracts and not become in default thereunder; (i) maintain all of its assets in good repair, order and condition, ordinary wear and tear excepted; (j) refrain from borrowing or agreeing to borrow any funds other than under existing banking or credit relationships, in the ordinary course of business consistent with past practices; (k) refrain from guaranteeing or agreeing to guarantee the obligations of others; (l) refrain from waiving or committing to waive any rights of substantial value except for good and valuable consideration; (m) refrain from canceling or materially amending any insurance policy except in exchange for a new policy with at least the same coverage; (n) refrain from entering into any transaction which would result in any significant respect change the character of the Business; and (o) use its best efforts to operate in such manner as to assure that the representations or and warranties contained of Seller set forth in this Agreement or the other Transaction Documents not being true at will be true, correct and as of the time immediately after such action at complete in all material respects on and as of the Closing Date, or impair Seller’s ability to perform any of the covenants contained in this Agreement or other Transaction Documents or which would have a materially adverse impact on the transactions contemplated by this Agreement or the Transaction Documents; (vii) Operate the Restaurants or otherwise engage in any practices which would materially adversely affect sales at the Restaurants; or (viii) Agree (in writing or otherwise) to do any of the foregoing. (c) From and after the date hereof, Seller or any of its Affiliates will not remove any management personnel (manager and assistant managers) from the Restaurants or relocate such management personnel to any other restaurants owned or operated by Seller or its Affiliates. (d) From the date hereof and up to and including the Closing Date, Seller shall use its best efforts to maintain and retain at a minimum one (1) Restaurant Manager position and two (2) Assistant Restaurant Manager positions per Restaurant. (e) From the date hereof and up to and including the Closing Date, Seller shall: (i) maintain all agreements and accounts with suppliers, licensers, licensees, advertisers, distributors, vendors and others having business dealings with or providing services to the Restaurants including, but not limited to trash and garbage removal, snow and ice removal, landscaping and lawn care, utilities, telephone service, internet service, repairs and maintenance, grease removal, and billboard and highway sign agreements and Seller shall not terminate any such agreements or accounts without the Purchaser’s prior written consent not to be unreasonably withheld; (ii) assist with and provide reasonable cooperation in the orderly transition of all such agreements, business dealings and services to Purchaser; (iii) provide reasonable cooperation in obtaining the assignment of any of the Assumed Contracts provided that the same are capable of assignment with or without consent; and (iv) provide reasonable cooperation in developing transitional plans and arrangements, as may be required, to effect the transition of the Restaurants and related POS, inventory and supporting information systems.

Operation of the Business of Seller. (a) Between Except as otherwise expressly required by this Agreement, applicable Legal Requirements or as otherwise consented to in writing by Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), between the date of this Agreement and the Closing DateDate (the “Interim Period”), the Seller shall conduct the operation of the Restaurants in the ordinary and usual course of businessshall, consistent with past practices and will use its best efforts to preserve intact the present business organization solely with respect to the RestaurantsPurchased Assets, to keep available Assumed Liabilities and/or the services of its officers and employees, and to maintain satisfactory relationships with landlords, franchisors, dealers, licensors, licensees, suppliers, contractors, distributors, customers and others having business relations with it and the Restaurants and will maintain the Restaurants, Real Properties, and Purchased Assets in a condition conducive to the operation of the business currently carried on therein. (b) Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement or with the prior written consent of Purchaser, Seller will notBusiness: (i) keep own and maintain its books of account operate the Purchased Assets and records other than in accordance with generally accepted accounting principles consistent with past practices; (ii) amend or restate the leases for the Real Properties, the Franchise Agreements or any Assumed Contract or other material Contract; (iii) (A) Increase in any manner the compensation of any of the employees at any of the Restaurants other than in the ordinary course of business, consistent with past practices; (B) pay or agree to pay any pension, retirement allowance or other employee benefit not required or permitted by any Plan, whether past or present; or (C) commit itself in relation to the Restaurants, the employees at the Restaurants or the Real Properties, to any new or renewed Plan with or for the benefit of any Person, or to amend any of such Plans or any of such agreements in existence on the date hereof; (iv) Permit any of its insurance policies to be canceled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies are in full force and effect providing coverage, in form, substance and amount equal to or greater than the coverage under those canceled, terminated or lapsed for substantially similar premiums; (v) Enter into any other Contracts whether written or oral which, individually or in the aggregate, would be material to the Restaurants, Purchased Assets, Real Properties, the Easements or the Assumed Contracts, except Contracts for the purchase, sale or lease of goods or services Business in the ordinary course of business in all material respects; (ii) use commercially reasonable efforts to (A) maintain and preserve intact the Purchased Assets, (B) maintain Seller’s relationship with the counterparties under the Assigned Contracts consistent with prior practice and Seller’s applicable enterprise-wide policies and procedures, and (C) maintain business and accounting records relative to the Business at least as complete and accurate as is consistent with past practice and not in excess of current requirements, or otherwise make practice; (iii) report to Buyer any material change in the conduct status of the businesses business, operations, and finances of the Business, including the Purchased Assets; (iv) not terminate, modify, fail to renew or operations amend any of Sellerthe Assigned Contracts other than expiration by their respective terms or, solely with respect to the TPO Contracts, in cases of fraud or for cause termination; (v) not sell, transfer, assign, pledge, lease, license or otherwise dispose of or encumber any Purchased Assets (except for de minimis dispositions in the ordinary course of business and for Tangible Assets that are obsolete); (vi) Take not cancel any action which would result in debt or waive or compromise any of material claim or right relating to the representations or warranties contained in this Agreement Business or the other Transaction Documents not being true at and as of the time immediately after such action at and as of the Closing Date, or impair Seller’s ability to perform any of the covenants contained in this Agreement or other Transaction Documents or which would have a materially adverse impact on the transactions contemplated by this Agreement or the Transaction DocumentsPurchased Assets; (vii) Operate not settle or consent to the Restaurants settlement of any material Proceeding filed or otherwise engage in any practices which would materially adversely affect sales at instituted related to the Restaurants; orPurchased Assets or Assumed Liabilities; (viii) Agree (in writing or otherwise) not enter any agreement that would materially restrict Seller’s right to do any of the foregoing. (c) From and after the date hereof, Seller perform under this Agreement or any of its Affiliates will not remove any management personnel (manager and assistant managers) from the Restaurants or relocate such management personnel to any other restaurants owned or operated by Seller or its Affiliates. (d) From the date hereof and up to and including the Closing Date, Seller shall use its best efforts to maintain and retain at a minimum one (1) Restaurant Manager position and two (2) Assistant Restaurant Manager positions per Restaurant. (e) From the date hereof and up to and including the Closing Date, Seller shall: (i) maintain all agreements and accounts with suppliers, licensers, licensees, advertisers, distributors, vendors and others having business dealings with or providing services to the Restaurants including, but not limited to trash and garbage removal, snow and ice removal, landscaping and lawn care, utilities, telephone service, internet service, repairs and maintenance, grease removal, and billboard and highway sign agreements and Seller shall not terminate any such agreements or accounts without the Purchaser’s prior written consent not to be unreasonably withheld; (ii) assist with and provide reasonable cooperation in the orderly transition of all such agreements, business dealings and services to Purchaser; (iii) provide reasonable cooperation in obtaining the assignment of any of the Assumed Contracts provided that the same are capable of assignment with or without consentAncillary Agreement; and (ivix) provide reasonable cooperation not (A) make any Tax election, (B) adopt or change any accounting method in developing transitional plans and arrangementsrespect of Taxes, as may be required(C) enter into any closing agreement, (D) settle or compromise any claim or assessment in respect of Taxes, (E) consent to any extension or waiver of any limitation period with respect to Taxes, or (F) amend any Tax Return or file any claim for a refund of Taxes, in each case, to the extent such action would have a binding effect on Buyer following the transition Closing. (b) Buyer acknowledges on behalf of itself and its Affiliates, representatives, successors and assigns (collectively, the “Buyer Entities”) that the ownership and operation of the Restaurants Purchased Assets remains, subject to the limitations and related POSother terms and conditions of this Agreement, inventory in the dominion and supporting information systemscontrol of Seller until the Closing and that none of the Buyer Entities will provide, directly or indirectly, any orders to any officer, employee or other representative of Seller, except as contemplated or permitted by this Agreement or as otherwise consented to by Seller in writing.

Operation of the Business of Seller. (a) Between the date of this Agreement and the Closing DateClosing, Seller shall shall: (a) conduct the operation businesses of the Restaurants Divisions only in the ordinary Ordinary Course of Business; (b) except as otherwise directed by Buyer in writing, and usual course of businesswithout making any commitment on Buyer's behalf, consistent with past practices and will use its best efforts to preserve intact the present business organization with respect to the Restaurants, to keep available the services of the officers, employees and agents of the Divisions and maintain its officers relations and good will with the Divisions' suppliers, customers, landlords, creditors, employees, and to maintain satisfactory relationships with landlords, franchisors, dealers, licensors, licensees, suppliers, contractors, distributors, customers agents and others having business relations relationships with it the Divisions; (c) permit Buyer to meet with all employees of the Divisions to discuss the terms of employment that will be applicable subsequent to the Closing; (d) otherwise report periodically to Buyer concerning the status of its business, operations and finances of the Restaurants and will Divisions; (e) make no material changes in management personnel of the Divisions without prior consultation with Buyer; (f) maintain the Restaurants, Real Properties, and Purchased Assets in a state of repair and condition conducive that complies with Legal Requirements and is consistent with the requirements and normal conduct of the businesses of the Divisions; (g) keep in full force and effect, without amendment, all material rights relating to the operation businesses of the business currently carried on therein.Divisions; (bh) Without limiting comply with all Legal Requirements and contractual obligations applicable to the generality operations of the foregoing, and except as otherwise expressly provided in this Agreement or with businesses of the prior written consent of Purchaser, Seller will not:Divisions; (i) keep and maintain its books of account and records other than in accordance with generally accepted accounting principles consistent with past practices; (ii) amend or restate the leases for the Real Properties, the Franchise Agreements or any Assumed Contract or other material Contract; (iii) (A) Increase in any manner the compensation of any of the employees at any of the Restaurants other than in the ordinary course of business, consistent with past practices; (B) pay or agree to pay any pension, retirement allowance or other employee benefit not required or permitted by any Plan, whether past or present; or (C) commit itself in relation to the Restaurants, the employees at the Restaurants or the Real Properties, to any new or renewed Plan with or for the benefit of any Person, or to amend any of such Plans or any of such agreements in existence on the date hereof; (iv) Permit any of its insurance policies to be canceled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies are continue in full force and effect providing coverage, in form, substance and amount equal to or greater than the insurance coverage under those canceled, terminated the policies set forth in Schedule 3.20(a) or lapsed for substantially similar premiumsequivalent policies; (vj) Enter into except as required to comply with ERISA or to maintain qualification under Section 401(a) of the Code, not amend, modify or terminate any other Contracts whether Employee Plan without the express written or oral whichconsent of Buyer, individually or in and except as required under the aggregateprovisions of any Employee Plan, would be material to the Restaurants, Purchased Assets, Real Properties, the Easements or the Assumed Contracts, except Contracts for the purchase, sale or lease of goods or services in the ordinary course of business consistent with past practice and not in excess of current requirements, or otherwise make any material change in contributions to or with respect to any Employee Plan without the conduct express written consent of Buyer, provided that Seller shall contribute that amount of cash to each Employee Plan necessary to fully fund all of the businesses or operations benefit liabilities of Seller; (vi) Take any action which would result in any of the representations or warranties contained in this Agreement or the other Transaction Documents not being true at and as of the time immediately after such action at and Employee Plan on a plan-termination basis as of the Closing Date, or impair Seller’s ability to perform any of the covenants contained in this Agreement or other Transaction Documents or which would have a materially adverse impact on the transactions contemplated by this Agreement or the Transaction Documents; (viik) Operate cooperate with Buyer and assist Buyer in identifying the Restaurants or otherwise engage in any practices which would materially adversely affect sales at Governmental Authorizations required by Buyer to operate the Restaurants; or (viii) Agree (in writing or otherwise) to do any businesses of the foregoing. (c) From Divisions from and after the date hereofClosing Date and either transferring existing Governmental Authorizations of Seller to Buyer, Seller where permissible, or any of its Affiliates will not remove any management personnel (manager and assistant managers) from the Restaurants or relocate such management personnel to any other restaurants owned or operated by Seller or its Affiliates.obtaining new Governmental Authorizations for Buyer; (dl) From upon request from time to time, execute and deliver all documents, make all truthful oaths, testify in any Proceedings and do all other acts that may be reasonably necessary or desirable in the date hereof and up opinion of Buyer to and including consummate the Closing DateContemplated Transactions, Seller shall use its best efforts to maintain and retain at a minimum one (1) Restaurant Manager position and two (2) Assistant Restaurant Manager positions per Restaurant.all without further consideration; (e) From the date hereof and up to and including the Closing Date, Seller shall: (im) maintain all agreements books and accounts with suppliers, licensers, licensees, advertisers, distributors, vendors and others having business dealings with or providing services Records of Seller relating to the Restaurants including, but not limited to trash and garbage removal, snow and ice removal, landscaping and lawn care, utilities, telephone service, internet service, repairs and maintenance, grease removal, and billboard and highway sign agreements and Seller shall not terminate any such agreements or accounts without businesses of the Purchaser’s prior written consent not to be unreasonably withheld; (ii) assist with and provide reasonable cooperation Divisions in the orderly transition Ordinary Course of all such agreements, business dealings and services to Purchaser; (iii) provide reasonable cooperation in obtaining the assignment of any of the Assumed Contracts provided that the same are capable of assignment with or without consentBusiness; and (ivn) provide reasonable cooperation in developing transitional plans and arrangements, as may be required, confer with Buyer prior to effect implementing operational decisions of a material nature with respect to the transition of the Restaurants and related POS, inventory and supporting information systems.Divisions;