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

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
Vines_Mergers_20140521_13-42 FINAL.indd 343 6/3/14 1:26 PM

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