the Closing Escrow Agreement regarding Buyer's retention of a portion of the
InterLink Indemnity Fund in certain circumstances), in the name and on behalf of
such Seller, as this Agreement provides may be done or taken on behalf of
Sellers. Each of Sellers acknowledges and agrees that this appointment and power
of attorney is irrevocable during the term of this Agreement and is coupled with
an interest. Each of Sellers hereby agrees to indemnify and hold harmless
Disbursement Agent for all actions or inactions of Disbursement Agent taken or
not taken in good faith in connection with, and permitted under, this Agreement.
Except as otherwise provided in this Agreement, each party shall pay its
own expenses, taxes and other costs incident to or resulting from this Agreement
whether or not the transactions contemplated hereby are consummated. Buyer's
costs include, but are not limited to, fees for the filing or recording of
instruments of transfer. The Sellers and Buyer shall each pay one-half of any
sales or use tax arising out of or resulting from this Agreement, with the
Sellers' portion being paid pro rata in accordance with the percentages
indicated on the Purchase Price Allocation Schedule.
For purposes of this Agreement, the Company shall be deemed to have
knowledge of and be aware of all facts, circumstances and information of which
Monroe M. Rifkin, Kevin B. Allen, Jeffrey D. Bennis, Dale D. Wagner, Peter N.
Smith and Stephen E. Hattrup have knowledge or are aware.
Neither this Agreement, nor any right hereunder, may be assigned by any of
the parties hereto, except that at any time, Buyer may upon at least seven (7)
days prior written notice to the Company at any time prior to the first filing
of Forms 394 with franchisors assign all of its rights hereunder to an entity
owned and controlled by Paul G. Allen, provided, that, notwithstanding any such
assignment, Buyer shall (with such entity) be and remain liable to Sellers for
the performance and fulfillment of all of Buyer's covenants, duties and
This Agreement shall be binding upon and inure to the benefit of Buyer and
its heirs, successors or assigns, and Sellers and their respective heirs,
successors or permitted assigns, subject in all respects to Section 13.5 hereof.
13.7 Entire Agreement.
This Agreement, including the Schedules and Exhibits hereto, constitutes
the entire agreement of the parties, and supersedes all prior documents,
agreements (including, without limitation, that certain letter of intent between
the Company and Buyer dated February 8, 1999), promises, covenants,
arrangements, communications, representations or warranties, whether oral