(b)                                 Attached to this Agreement as Schedule 3.1(b) is a true and complete list of all jurisdictions in which the Seller has granted the right to develop or operate franchises and businesses using any of the Seller’s Trademarks.

(c)                                  There is no Legal Proceeding or Order pending or, to the Knowledge of the Seller or any Shareholder, threatened against or affecting the Seller revoking, limiting or curtailing, or seeking to revoke, limit or curtail the Seller’s power, authority or qualification to own, lease or operate its properties or assets or to transact the Business.

(d)                                 True and complete copies of the Seller’s Organizational Documents are attached to this Agreement as Schedule 3.1(d).

3.2                                 Authorization for Agreement.

(a)                                  The Seller.  The Seller’s execution, delivery and performance of this Agreement and the consummation of the Transactions by the Seller: (i) are within the Seller’s corporate powers and duly authorized by all necessary corporate and shareholder action on the part of the Seller and (ii) do not and will not (A) require any action by or in respect of, or filing with, any Governmental or Regulatory Authority (B) contravene, violate or constitute, whether with or without the passage of time or the giving of notice or both, a breach or default under, any of the Seller’s Organizational Documents, any Requirement of Law applicable to the Seller or any of its properties or any Contract to which the Seller or any of its properties is bound or subject or (C) result in the creation of any Encumbrance or any obligation and liability on any of the Purchased Assets.

(b)                                 The Shareholders.  Each Shareholder has full capacity to execute and deliver this Agreement and the Transaction Documents to be executed and delivered by such Shareholder and to perform such Shareholder’s obligations under this Agreement and such Transaction Documents. Each Shareholder’s execution, delivery and performance of this Agreement and the consummation of the Transactions by the Shareholders (i) are within the powers and authority of the Shareholders and (ii) do not and will not (A) require any action by or in respect of, or filing with, any Governmental or Regulatory Authority, or (B) contravene, violate or constitute, whether with or without the passage of time or the giving of notice or both, a breach or default under, any Requirement of Law applicable to the Shareholders or any of their properties or any Contract to which the Shareholders or any of their properties are bound or subject.

3.3                                 Ownership; Subsidiaries and Affiliates.

(a)                                  Shareholders.  Except as set forth on Schedule 3.3(a), no Person other than the Shareholders owns record, beneficial or equitable ownership of any of the Seller’s securities, whether debt or equity, or any securities which are convertible into or exercisable or exchangeable for, any of the Seller’s debt or equity securities.

(b)                                 No Interest in Other Entities.  The Seller does not own, directly or indirectly, any debt, equity or other ownership or financial interest in any other Person.  No shares or other ownership or other interests, either of record, beneficially or equitably, in any Person are included in the Purchased Assets.

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(c)                                  Affiliates.  Attached to this Agreement as Schedule 3.3(c) is a complete and accurate list of all Persons (other than the Shareholders or any of the Persons described in the first sentence of Section 1.4, subpart (iii)) that are Affiliates of the Seller, detailing the nature of the relationship between the Seller and each such Person that causes such Person to be an Affiliate of the Seller.

(d)                                 No Acquisitions.  Since January 1, 2000, the Seller has not acquired, or agreed to acquire, whether by merger or consolidation, by purchase of equity interests or assets, or otherwise, any business or any other Person, or otherwise acquired, or agreed to acquire, any assets that are material, either individually or in the aggregate, to the Seller.

3.4                                 Enforceability.  This Agreement and each of the Transaction Documents entered into or to be entered into and performed by the Seller or either Shareholder are and shall be the legal, valid and binding obligations of the Seller and the Shareholders, enforceable against each of them in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other law affecting the enforcement of creditors’ rights generally or by general equitable principles.

3.5                                 Legal Proceedings and Orders.  Except as set forth on Schedule 3.5 attached to this Agreement, there is no Legal Proceeding or Order pending against, or to the Seller’s or any Shareholder’s Knowledge, threatened against or affecting, the Seller, the Business, the Purchased Assets or the Assumed Liabilities including, without limitation any Legal Proceeding or Order that could have a Material Adverse Effect or restrict the ability of the Seller to consummate fully the Transactions or that in any manner could draw into question the validity of this Agreement.  Neither the Seller nor any Shareholder has any Knowledge of any fact, event, condition or circumstance that may give rise to the commencement of any Legal Proceeding or the entering of any Order against the Seller or any of the Seller’s properties including, without limitation, any Legal Proceeding or Order that could have a Material Adverse Effect or restrict the ability of the Seller to consummate fully the Transactions or that in any manner could draw into question the validity of this Agreement.  The Seller has fully complied with all of the obligations under the Stipulated Judgment required to be performed by the Seller on or before the Closing Date.

3.6                                 Title to the Purchased Assets and Related Matters.  Except for (a) the items of personal property (both tangible and intangible) leased or licensed by the Seller and disclosed on Schedule 3.14(a)(iii) attached to this Agreement and (b) the Leased Real Property disclosed on Schedule 3.12(b) attached to this Agreement, and (c) the Licensed Intellectual Property disclosed on Schedule 3.16(a) attached to this Agreement, the Seller owns and has indefeasible and marketable legal and beneficial title to all of the Purchased Assets, free and clear of all Encumbrances