Under what conditions does a Burger King buyer acquire purchased assets and premises?

onditions of Supply and Distribution and Quality Assurance Standards (and such superseding or additional documents as may be issued by BKC and/or its Affiliates from time to time).

• 1.38 "Takeover*"* means the transfer of possession of the operation of the Restaurants, which shall occur at 12:00 a.m. on the Takeover Date.
• 1.39 "Takeover Date" means the date on which Takeover occurs, which shall be 12:00 a.m. on the day after the Closing Date.
• 1.40 "Transaction Due Diligence" means the documents posted to the Data Portal with respect to the Restaurants and other matters pertaining to this Agreement for BUYER's review.

2. SUBJECT MATTER

2.1 Transfer of Purchased Assets.

Upon the terms and subject to the conditions contained in this Agreement, at Closing, BKC shall sell, convey, transfer, assign and deliver, BKC's interest in the Purchased Assets, and BUYER shall purchase the Purchased Assets located at or related to each of the Restaurants.

2.2 Purchased Inventory.

BUYER acknowledges that: (i) BKC owns the Purchased Inventory located at each Restaurant, (ii) the Purchased Inventory is in fact saleable and usable in the ordinary course of the Restaurant's business, and (iii) BUYER may need to order additional Inventory at some or all of the Restaurants in order to commence operations at Takeover in accordance with the Standards

2.3 Restaurant Bank.

Upon Takeover, BKC shall leave $1,500 cash at each of the Restaurants for the benefit of BUYER. The total, aggregate amount of cash left by BKC at all Restaurants for the benefit of BUYER at Takeover is known as the "Restaurant Bank Amount." BUYER understands and agrees that the Restaurant Bank Amount is not included in the Purchase Price and BUYER agrees to reimburse BKC for the Restaurant Bank Amount at Closing.

2.4 Liabilities Assumed.

BUYER agrees to assume the Executory Contracts and all of BKC's obligations and liabilities thereunder in all respects. At Closing, BUYER shall be required to execute an Assignment and Assumption of Executory Contracts in the form attached hereto as Exhibit "B-5" wherein BKC assigns the Executory Contracts to BUYER and BUYER assumes BKC's liability under these Executory Contracts.

3. CLOSING

The Closing shall take place on the Closing Date at such time and place as shall be mutually agreed upon by the Parties. BKC and BUYER agree that the delivery of the Purchased Assets and the effective date for each of the Ancillary Agreements shall be the Takeover Date.

4. PURCHASE PRICE AND PAYMENT

The Purchase Price is $______________($USD). On the Closing Date, BUYER shall pay the Purchase Price, plus or minus the following by wire transfer to BKC's account as directed by BKC on the Closing Date:

• (i) plus or minus net pro-rations (as hereinafter provided), including, without limitation, the adjustments in Section 12 of this Agreement;
• (ii) plus the amount of any sales or transfer taxes to be collected under Section 12 of this Agreement; and

(iii) plus the Restaurant Bank Amount.

5. REPRESENTATIONS AND WARRANTIES OF BKC

5.1 Corporate Existence.

BKC is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Florida and has the limited liability company power to own its properties and to carry on its business as it is now being conducted.

5.2 Title.

BKC has good and marketable title to all of the Purchased Assets, subject to no liens, mortgages, restrictions, pledges, encumbrances or charges of any kind.

5.3 No Additional Representations.

NEITHER BKC NOR ANY OF ITS AGENTS OR PERSONS ACTING ON ITS BEHALF MAKES ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, RELATING TO THE PURCHASED ASSETS, PURCHASED INVENTORY OR OTHER PROPERTY THAT IS THE SUBJECT OF THIS AGREEMENT, AND BKC HEREBY DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY NOT EXPRESSLY SET FORTH IN THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

6. REPRESENTATIONS AND WARRANTIES OF BUYER

| 6.1 | Existence.

Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 109–124)