Appendix A-2: Representations and Warranties, Sample Franchise Reps/Warranties for Restaurant Concept

• Pages: 343-347

343

Section 4.01—Franchise Matters.

(i) Section 4.01(i) of the Company Disclosure Letter sets forth a true and

complete list of all franchise agreements, license agreements, subfranchise

agreements, sublicense agreements, master franchise agreements, devel‑

opment agreements, market development agreements, and reserved area

agreements (each a “Franchise Agreement” and, collectively, the “Franchise

Agreements”) that are effective as of the date of this Agreement 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 Subsid‑

iaries) and that grant or purport to grant to a Franchisee the right to operate

or license others to operate or to develop within a specic geographic area

or at a specic location any of the following (each a “Franchise”): [Insert

brands under which the franchised units operate] restaurants (each a “Fran‑

chised Restaurant”). True, correct, and complete copies of all Franchise

Agreements (or documents purporting to contain substantially the content

of each such Franchise Agreement (except as to the date of the Franchise

Agreement and location of the Franchised Restaurant)) have been made

available to Purchaser.

(ii) All the Franchise Agreements are in full force and effect and are valid and

binding obligations of the Company and its Subsidiaries and enforceable

Appendix A-2

Representations and warranties—

Sample Franchise Reps/warranties

for Restaurant Concept

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