ASSET PURCHASE AGREEMENT

Exhibit 10.1

ASSET PURCHASE AGREEMENT

AMONG

RED ROBIN INTERNATIONAL, INC.

(as Buyer),

AND

DANE COUNTY ROBINS, INC.

MINNESOTA ROBINS, INC.

AND

HENNEPIN COUNTY ROBINS, INC.

(as Sellers)

April 15, 2008

TABLE OF CONTENTS

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THIS ASSET PURCHASE AGREEMENT (this “ Agreement ”) is entered into as of April 15, 2008, among RED ROBIN INTERNATIONAL, INC., a Nevada corporation (the “ Buyer ”) and Dane County Robins, Inc., a Wisconsin corporation (“ Dane County Robins ”), Minnesota Robins, Inc., a Wisconsin corporation (“ Minnesota Robins ”) and Hennepin County Robins, Inc. a Wisconsin corporation (“ Hennepin County Robins ”).  Dane County Robins, Minnesota Robins and Hennepin County Robins are sometimes referred to herein as a “ Seller” and collectively as the “ Sellers ”.  The Sellers and the Buyer are sometimes referred to herein as a “ Party ” and collectively as the “ Parties ”.

RECITALS

1.            Dane County Robins and Minnesota Robins and the Buyer are parties to those certain Area Development Agreements, dated October 10, 2005 (as amended, collectively, the “ Area Development Agreement ”) pursuant to which Dane County Robins and Minnesota Robins were granted the right and undertook the obligation to develop, own and operate “Red Robin Gourmet Burgers” restaurants in the geographic area specified in the Area Development Agreement.

2.            Each Seller owns personal property and interests in real property used in the operation of the “Red Robin Gourmet Burgers” restaurants listed under such Seller’s name on Exhibit A (the “ Restaurants ”) pursuant to the Franchise Agreements listed under such Seller’s name on Exhibit B (the “ Franchise Agreements ” ) .

3.            The Buyer desires to purchase from the Sellers substantially all of the assets owned by the Sellers that are used by the Sellers in the operation of the Restaurants, and to assume certain liabilities of the Sellers specified herein, and the Sellers desire to sell such assets in exchange for cash and the assumption of such specified liabilities by the Buyer.

4.            In connection with the consummation of the transactions contemplated herein, and pursuant to the terms of that certain Stock Purchase Agreement of even date herewith (the “ Stock Purchase Agreement ”) between the Buyer and North Central Wisconsin Robins, Inc., a Wisconsin corporation (“ NCW Robins ”), an Affiliate of the Sellers, Buyer desires to purchase all of the common stock of NCW Robins and continue the development and construction of the Eau Claire Restaurant.

5.            Capitalized terms not otherwise defined shall have the meanings set forth in Article X.

AGREEMENT

NOW, THEREFORE, in consideration of these premises, the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, the Parties agree as follows:

ARTICLE I
PURCHASE AND SALE OF ASSETS; ASSUMPTION OF LIABILITIES

1.1           Purchased Assets .  On and subject to the terms and conditions of this Agreement, at the Closing, the Buyer shall purchase from the Sellers, and each Seller shall sell, transfer, assign, convey and deliver to the Buyer, all of each Seller’s right, title and interest in and to all the tangible and intangible assets, business, goodwill and rights of such Seller used in the operation, maintenance or ownership of the Restaurants, other than the Excluded Assets, as the same shall exist immediately prior to the Closing (all such assets, business, goodwill and rights being purchased from the Sellers hereunder are collectively referred to as the “ Purchased Assets ”), free and clear of all Liens (other than Permitted Liens).  By way of

illustration and not limitation and except as otherwise included within the definition of Excluded Assets, the Purchased Assets shall include:

(a)           The Sellers’ interests in and to the Assumed Real Property Leases, including all of the Sellers’ interests in tenant improvements, fixtures and fittings and easements, rights of way and other appurtenances related to such Assumed Real Property Leases;

(b)           all the Sellers’ tangible personal property used in the normal and customary operations of the Restaurants (whether or not located or installed in a Restaurant), including, but not limited to, all appliances, machinery, kitchen equipment, office equipment, furniture, fixtures, computer equipment, artwork, pots and pans, cooking utensils, silverware, flatware, glassware and dishes;

(c)           all the Sellers’ supplies and inventories of foodstuffs, beverages (including alcoholic beverages), raw materials and ingredients, paper products, cleaning supplies and other supplies (the “ Inventory” );

(d)           the register cash and backup change maintained at the Restaurants, to the extent reflected on the Closing Date Balance Sheet and in the Actual Adjustment Amount ( “Till Cash ”);

(e)           all the Sellers’ interest and rights in and to the contracts, purchase orders and other agreements or arrangements of the Sellers identified on Schedule 1.1(e)  (the “ Assumed Contracts ”);

(f)            deposits made by the Sellers to vendors and lessors and prepaid expenses paid by the Sellers prior to Closing in the ordinary course of business and consistent with the Sellers’ past practice and that are in existence, including, without limitation, prepaid utilities, prepaid real estate or personal property taxes associated with the Purchased Assets, amounts deposited or prepaid with respect to Assumed Contracts and the Assumed Real Property Leases, and prepaid rent and prepaid taxes, but not including those items described in Section 1.2(h), to the extent reflected on the Closing Date Balance Sheet and in the Actual Adjustment Amount (“ Prepaid Expenses ”);

(g)           the Sellers’ Permits, registrations, certificates or similar rights relating to the operation of the Restaurants, subject to the approval of Governmental Entities authorizing the transfer of such Permits;

(h)           all the Sellers’ claims, choses-in-action, warranties, refunds, rights of recovery, rights to set-off and rights of recoupment of any kind arising on or after the Closing Date with respect to any Purchased Asset;

(i)            all the Sellers’ claims under insurance policies providing coverage relating to the Restaurants;

(j)            all the Sellers’ rights to Intellectual Property, telephone and facsimile numbers, e-mail addresses, websites, domain names and listings used in the operation of the Restaurants, as well as all rights, subject to Section 1.2(c), to receive mail and other communications addressed to any Seller and specifically relating to the operation of the Restaurants (including mail and communications from customers, suppliers, distributors, agents and others and payments with respect to the Purchased Assets);

(k)           a copy of all the Sellers’ books, records, ledgers, files, documents and correspondence, and all vendor and customer lists, files and materials pertaining to the Sellers’ current employees, operating manuals, studies, reports, creative materials, advertising and promotional materials, training manuals, and other materials and other printed or written materials relating to the Restaurants; and

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(l)            all other assets of any nature whatsoever owned by the Sellers relating to the Restaurants or the Purchased Assets, other than the Excluded Assets.

1.2          Excluded Assets .  Notwithstanding anything contained in Section 1.1, the Purchased Assets shall not include the following assets and rights of the Sellers (collectively, the “ Excluded Assets ”):

(a)           the telephone number of the Sellers’ corporate offices located at 6592 Lake Road, Suite D, Windsor, Wisconsin 53598, and the fixed assets, furniture and equipment located at each office;

(b)           all interests and rights in and to any contracts, purchase orders and other agreements or arrangements of the Sellers which are not identified on Schedule 1.1(e) ;

(c)           all rights to receive mail and other communications addressed to any Seller relating to any of the Excluded Assets or the Excluded Liabilities;

(d)           all assets relating to or owned by, and all rights in and to, any Plan;

(e)           the Fundamental Documents, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, transfer books, certificates, if any, in respect of shares, and other similar documents relating to the organization, maintenance and existence of each Seller as a corporation;

(f)            all bank accounts and amounts on deposit therein;

(g)           all accounts and other receivables , including credit card receivables, credit card receivables in transit or notes receivable and all rebates to the extent such rebates relate to periods prior to the Closing Date;

(h)           prepaid expenses not incurred in the ordinary course of business and all prepaid taxes other than prepaid real estate or personal property taxes associated with the Purchased Assets;

(i)            any assets located at the Restaurants which are owned by the Buyer or other Person not a Seller, including without limitation all automated teller machines;

(j)            the Owned Real Property;

(k)           all the Sellers’ books, records, ledgers, files, documents and correspondence and a copy of all employee, customer, and vendor files and contracts;

(l)            the Affiliate Leases;

(m)          all of the rights of each Seller under this Agreement and the other Documents; and

(n)           the domain name dcrobins.com and the email address tgotzion@dcrobins.com.

1.3          Assumed Liabilities .  On and subject to the terms and conditions of this Agreement, each Seller shall transfer to the Buyer, and the Buyer shall assume and discharge or perform when due in accordance with the terms thereof, each of, but only, the following Liabilities of such Seller (collectively, the “ Assumed Liabilities ”):

(a)           all accounts payable, accrued expenses, accrued utilities and accrued rent payable (other than amounts payable with respect to the Affiliate Leases), in each case only to the extent (i) reflected on

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the Closing Date Balance Sheet, or (ii) incurred by the Sellers prior to the Closing Date in the ordinary course of business and consistent with the Sellers’ past practice for the direct benefit of the operation of the Restaurants for goods and services that are to be delivered or performed after the Closing Date to the extent (A) such amounts are set forth on the certificate delivered by the Sellers pursuant to Section 6.1(a)(xi), or (B) do not exceed $16,500 in the aggregate;

(b)           all liabilities related to gift cards as reflected on the Closing Date Balance Sheet;

(c)           all obligations arising after the Closing Date under the Assumed Real Property Leases or the Assumed Contracts (other than any obligation or Liability arising out of or in connection with any breach of any Assumed Real Property Lease or any Assumed Contract occurring as of or prior to the Closing Date); and

(d)           Training Costs not otherwise paid to or credited the Sellers pursuant to Sections 2.4 and 2.5.

1.4          Excluded Liabilities .   Notwithstanding anything to the contrary contained in this Agreement, other than the Assumed Liabilities, the Buyer shall not assume or be liable for any of the Liabilities of any Seller or relating to the operation of the Restaurants prior to the Closing (the “ Excluded Liabilities ”).  Each Seller hereby acknowledges that the Sellers are retaining the Excluded Liabilities, and the Sellers shall pay, discharge and perform all such Excluded Liabilities promptly when due.  The Excluded Liabilities shall include, by way of illustration and not limitation:

(a)           any of the Liabilities of any Seller under this Agreement and the other Documents;

(b)           any of the Liabilities of any Seller for expenses or fees incident to or arising out of the negotiation, preparation, approval or authorization of this Agreement, the other Documents or the consummation (or preparation for the consummation) of the transactions contemplated hereby or thereby (including all attorneys’ and accountants’ fees, and brokerage or finders’ fees incurred by or imposed upon any Seller);

(c)           any Liabilities of any Seller for Funded Indebtedness;

(d)           any Liability of any Seller under any agreement, contract, commitment, document, license, lease or Permit arising out of events occurring prior to the Closing Date or a breach or alleged breach thereof that occurred as of or prior to the Closing;

(e)           any Liabilities arising in connection with the Excluded Assets;

(f)            any Liability of any Seller with respect to any Taxes with respect to periods ending before the Closing Date (without regard to when such taxes are assessed or payable);

(g)           any Liability of any Seller (i) arising by reason of any violation or alleged violation of any Permit (including any Liquor License) or any Law or any requirement of any Governmental Entity, (ii) arising under any Environmental and Safety Requirements (except to the extent specifically required or endorsed by Buyer in writing prior to the Closing); including, without limitation, those with respect to the ownership or operation of the Restaurants or the assets and properties of the Restaurants by any Seller or any other Person at any time prior to the Closing Date; (iii) arising by reason of any violation of any Law or any requirement of any Governmental Entity relating to or affecting the employment by any Seller of its employees, or (iv) arising by reason of any breach or alleged breach by any Seller of any agreement, contract, lease, license, commitment, instrument, judgment, order or decree, in any such case to the extent

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such Liability results from or arises out of events, facts or circumstances occurring or existing on or prior to the Closing Date, notwithstanding that the date on which any action or claim is commenced or made is after such Closing;

(h)           any Liabilities of any Seller for which the Buyer may become liable as a result of or in connection with the failure by the Sellers to fully and properly comply with any bulk sales or transfers laws;

(i)            any Liabilities of any Seller arising out of the injury to or death of any Person or animal or damage to or destruction of any property, whether based on negligence, breach of warranty, strict liability, enterprise liability or any other legal or equitable theory arising from or related to products (or parts of components thereof), sold, or for services performed by any Seller, to the extent any of such Liabilities result from or arise out of events, facts or circumstances occurring or existing on or prior to the Closing Date, notwithstanding that the date on which any action or claim is commenced or made is after the Closing Date;

(j)            any Liabilities of any Seller relating to any legal action or Proceeding arising out of or in connection with any Seller’s operation of its Restaurants prior to the Closing or any other conduct of any Seller or its officers, directors, employees, stockholders, consultants, agents or advisors, whether or not disclosed on the Schedules hereto;

(k)           any Liabilities of any Seller (i) for severance pay or the like with respect to any employee of any Seller that is not offered, or that does not accept, employment with the Buyer upon completion of the Transactions, (ii) for wages or other compensation payable to any employee of any Seller for periods prior to the Closing Date; (iii) for COBRA continuation coverage for M&A qualified beneficiaries, as defined in Section 6.6; or (iv) for accrued but unpaid vacation pay owed to the Sellers’ employees;

(l)            any Liabilities of any Seller for bonuses or like payments to any director, officer or employee of such Seller for the period ending on or prior to the Closing;

(m)          any Liabilities relating to any Plan of any Seller;

(n)           any Liability of any Seller for worker’s compensation or unemployment compensation, based on an event occurring prior to the Closing Date;

(o)           any Liabilities of any Seller to any stockholder or Affiliate of such Seller;

(p)           any Liabilities arising or pertaining to the Affiliate Leases;

(q)           any Liabilities associated with the Owned Real Property, other than under the New Leases;

(r)            any Liabilities arising or pertaining to activities conducted by the Sellers after the Closing Date; and

(s)           any other Liability of any Seller not expressly assumed by the Buyer under Section 1.3 including any Liabilities not appearing on the face of the Closing Date Balance Sheet (excluding the notes thereto), any contingent Liabilities, any damage, accident, injury or death occurring, or the facts giving rise to which occurred, prior to the Closing Date or any state of facts existing at or prior to the Closing Date, regardless of when asserted, which are not expressly assumed in Section 1.3.

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ARTICLE II
CONSIDERATION, CLOSING AND POST-CLOSING ADJUSTMENTS

2.1           Consideration .  The aggregate consideration to be paid by the Buyer (the “ Consideration ”) for the Purchased Assets and the Non-Solicitation Agreements shall consist of (a) $20,900,000 adjusted as provided in Section 2.4 (the “ Cash Consideration ”), and (b) the assumption of the Assumed Liabilities.

2.2           The Closing .  The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall occur at the offices of Davis Graham & Stubbs, 1550 17 ^th Street, Denver, Colorado 80202 or such other place as the Sellers and the Buyer shall agree.  The Closing is expected to occur on May 19, 2008, but shall occur within (5) five days of the satisfaction or waiver of the conditions set forth in Article VI and Article VII (disregarding for this purpose any such conditions to be satisfied by actions to be taken at the Closing), or such other date as the Sellers and the Buyer shall agree.  Subject to Section 5.10, the Buyer shall be entitled to immediate possession of, and to exercise all rights arising under, the Purchased Assets and shall assume all Assumed Liabilities from and after 12:01 A.M. Central time on the Closing Date, and the operation of the Restaurants shall transfer at such time.  The date on which the Closing occurs shall be referred to as the “ Closing Date ”.

2.3          Deliveries at the Closings .

(a)           At the Closing, and thereafter as may be reasonably requested by the Buyer, the Sellers shall convey, transfer, assign, and deliver all of their right, title and interest in the Purchased Assets to the Buyer, and shall also deliver to the Buyer the following:

(i)            one or more bills of sale, substantially in the form attached hereto as Exhibit C (each, a “ Bill of Sale ”), duly executed by each applicable Seller, to effectuate the transfer of the Purchased Assets to the Buyer;

(ii)           one or more assignment and assumption agreements, substantially in the form attached hereto as Exhibit D (each, an “ Assignment Agreement ”), duly executed by each applicable Seller, to effectuate the assignment of the Assumed Liabilities other than the Excluded Liabilities to the Buyer;

(iii)          a leasehold assignment and assumption agreement for the Assumed Real Property Leases, in form and substance reasonably acceptable to the Parties and the landlords for such Assumed Real Property Leases (each a “ Lease Assignment Agreement ”);

(iv)          a non-solicitation agreement, substantially in the form attached hereto as Exhibit E (each, a “ Non-Solicitation Agreement ”) duly executed by the parties set forth on Schedule 2.3(a)(iv) ;

(v)           the escrow agreement, in form and substance reasonably acceptable to the Parties and the Escrow Agent (the “ Indemnification Escrow Agreement” ), duly executed by each Seller, to govern the terms by which the Escrow Agent will hold the escrowed funds as security for the Sellers’ indemnification obligations pursuant to Article IX;

(vi)          copies of all consents that are required from Governmental Entities for the consummation of the transactions contemplated hereby;

(vii)         copies of all consents of third parties that are required in order to prevent a Seller’s breach of or default under or a termination of any Assumed Contract, the Assumed Real Property Leases or any Permit;

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(viii)        all operating manuals, proprietary information and similar documents and information held by the Sellers in connection with the Sellers’ status as a franchisee of the Buyer and all copies and extracts therefrom;

(ix)           all plans and specifications, building permits, certificates of occupancy, surveys, environmental and engineering reports, and similar materials related to the Leased Real Property in the Sellers’ possession or control;

(x)            an estoppel certificate from the landlord of the Assumed Real Property Leases, certifying that such lease is in full force and effect with no defaults, the date to which rent under the Assumed Real Property Lease has been paid, and such other information as reasonably requested by the Buyer, in form and substance satisfactory to the Buyer;

(xi)           a certificate, signed by Timothy Gotzion as President of each of the Sellers, to the effect that each of the conditions specified in Section 6.1 through 6.8 have been satisfied and setting forth the amounts described in Section 1.3(a);

(xii)          a legal opinion from Michael Best & Friedrich LLP dated the Closing Date in form and substance reasonably acceptable to the Buyer;

(xiii)         certified copies of the Fundamental Documents of each Seller and the authorizing resolutions of each Seller for this Agreement and the other Documents;

(xiv)        any closing documents reasonably requested by Fidelity National Title (the “ Title Company ”) in connection with the issuance of the Title Policies;

(xv)         the New Leases duly executed by 2020 Investments, LLC, a Wisconsin limited liability company, or another Affiliate of the Sellers; and

(xvi)        documentation reasonably satisfactory to the Buyer evidencing the payoff amount with respect to Sellers’ Funded Indebtedness.

(b)          At the Closing, the Buyer shall deliver:

(i)            to the Escrow Agent (for immediate wire delivery to the Sellers in relative amounts as directed by the Sellers), by wire transfer of immediately available U.S. funds the sum of $20,400,000 and the Estimated Adjustment Amount;

(ii)           to the Escrow Agent, $500,000 (the “ Escrow ”) to be held in accordance with the terms of the Indemnification Escrow Agreement and this Agreement;

(iii)          to each Seller, a duly executed copy of the Indemnification Escrow Agreement;

(iv)          to each Seller, a duly executed copy of the Assignment Agreement in order to effectuate the assumption of the Assumed Liabilities by the Buyer;

(v)           to each Seller, a duly executed copy of a Lease Assignment Agreement for each of the Assumed Real Property Leases;

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(vi)          to each Seller, certified copies of the Fundamental Documents of the Buyer, and the authorizing resolutions and incumbency certificates of the Buyer for this Agreement and the other Documents;

(vii)         a certificate, signed by the Buyer, to the effect that each of the conditions specified in Sections 7.2 through 7.5 have been satisfied; and

(viii)        the New Leases duly executed by the Buyer.

2.4          Closing Date Purchase Price Adjustment .

(a)           At least 3 days prior to the anticipated Closing Date, the Sellers shall deliver to the Buyer an estimated balance sheet of each of the Sellers as of the Closing Date (immediately prior to the Closing and without taking into account the Transactions) (each a “ Closing Date Balance Sheet ”) and an estimate of the Adjustment Amount as of the anticipated Closing Date (the “ Estimated Adjustment Amount”) , together with such supporting documentation and other data as is reasonably necessary to substantiate such estimate.  The Closing Date Balance Sheets and all accounting calculations and terms shall be in accordance with GAAP and, to the extent not in violation of GAAP, consistently applied with the Year End Balance Sheet.  Each Seller will provide the Buyer and its representatives with prompt access to such books, records, employees and auditors of such Seller as the Buyer may reasonably request in order to verify the determination of the Estimated Adjustment Amount.

(b)           The “ Adjustment Amount ” may be a positive or negative number and shall mean the amount by which the Aggregate Net Working Capital reflected on the Closing Date Balance Sheets exceeds $0.  “ Aggregate Net Working Capital ” shall mean the sum of the amount of Net Working Capital for each of the Sellers.  “ Net Working Capital ” shall mean, with respect to each Seller, (i) the amount of the Inventory, Till Cash and Prepaid Expenses, shown on such Seller’s Closing Date Balance Sheet and included in the Purchased Assets, plus (ii) amounts spent by Sellers in connection with the construction and development of the Eau Claire Restaurant and on usual and customary pre-opening costs for the Eau Claire Restaurant, including costs associated with hiring and training the initial workforce, which amounts spent are not otherwise reimbursed by NCW Robins plus (iii) payments made by Sellers under the Area Development Agreements with respect to restaurants not developed by the Sellers in the amount of $50,000, plus (iv) Training Costs paid by Sellers pursuant to Section 5.10(c), less (v) the amount of accounts payable, accrued expenses, accrued utilities, accrued rent payable, and gift cards included in the Assumed Liabilities (but not including any accrued amounts with respect to the construction and development of the Eau Claire Restaurant, usual and customary pre-opening costs for the Eau Claire Restaurant or Training Costs).

(c)           If the Estimated Adjustment Amount is positive, then the Cash Consideration shall be increased dollar for dollar by the amount of such excess.  If the Estimated Adjustment Amount is negative, then the Cash Consideration shall be decreased dollar for dollar by the absolute value of such deficiency.

2.5          Post-Closing Purchase Price Adjustment .

(a)           As soon as practicable following the Closing Date (but not later than 60 days after the Closing Date), each Seller shall deliver to the Buyer the final Closing Date Balance Sheet for such Seller, accompanied by a determination of the actual Adjustment Amount (the “ Actual Adjustment Amount” ) and a determination of the Post-Closing True-Up (as defined below), together with such supporting documentation and other data as is reasonably necessary to substantiate such determinations.  All accounting calculations and terms shall be in accordance with GAAP and, to the extent not in violation of

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GAAP, consistently applied with the accounting principles used in connection with the Year End Balance Sheet.  For purposes of this Section 2.5, the Buyer shall be entitled to have reasonable access to the books and records and work papers of each of the Sellers and their representatives used in preparation of the Closing Date Balance Sheets and shall be entitled to discuss such books and records and work papers with each of the Sellers, their representatives and those persons responsible for the preparation thereof.

(b)           The “ Post-Closing True-Up ” may be a positive or negative number and shall be an amount equal to the Actual Adjustment Amount less the Estimated Adjustment Amount.

(c)           If the Post-Closing True-Up is positive, then the Buyer shall deliver an amount of cash equal to the amount of the Post-Closing True-Up to such Seller, payable by wire transfer of immediately available U.S. funds in accordance with the written payment instructions furnished by such Seller prior to the Closing Date.  If the Post-Closing True-Up is negative, then such Seller shall deliver an amount of cash equal to the absolute value of the Post-Closing True-Up to the Buyer, payable by wire transfer of immediately available U.S. funds in accordance with the written payment instructions furnished by the Buyer to the Sellers.  Any such payment of cash required pursuant to this Section 2.5 shall be deemed to be an adjustment to the Purchase Price and shall be made by acknowledgment of the Parties within two Business Days after the Closing Date Balance Sheet is deemed final and conclusive pursuant hereto.

(d)           In the event that the Buyer reasonably disagrees with any amounts reflected on the final Closing Date Balance Sheet or the determination of the Post-Closing True-Up, the Buyer shall so inform the applicable Seller in writing within 15 days of the Buyer’s receipt thereof, such writing to set forth the objections of the Buyer in reasonable detail.  If such Seller and the Buyer cannot reach agreement as to any disputed matter relating to the Post-Closing True-Up within 15 days after notification by the Buyer to the Sellers of a dispute, they shall forthwith refer the dispute to an independent accounting firm to be agreed upon by the Buyer and the Sellers (the “ Independent Accountant ”) for resolution, with the understanding that such Independent Accountant shall resolve all disputed items within 20 days after such disputed items are referred to it.  All costs of the review by the Independent Accountant shall be shared equally by the Buyer on the one hand, and the applicable Seller or Sellers on the other.  The decision of the Independent Accountant with respect to all disputed matters relating to the Post-Closing True-Up shall be deemed final and conclusive and shall be binding upon the Sellers and the Buyer.  If the Buyer does not object to the Closing Date Balance Sheets (and the amount of Post-Closing True-Up calculated thereby) within the 15-day period referred to above, the amount of the Post-Closing True-Up, as determined by the Closing Date Balance Sheets as so prepared, shall be deemed final and conclusive and binding upon the Buyer and the Sellers.

2.6          Allocation of Purchase Price .  The Consideration shall be allocated among the Purchased Assets and the Non-Solicitation Agreements as mutually agreed among the Parties prior to the Closing Date.  Such allocation shall be conclusive and binding upon the Parties for all purposes. The Parties shall not file any Tax Return or other document with, or make any statement or declaration to, any Governmental Entity that is inconsistent with such allocation.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE SELLERS

As a material inducement to the Buyer to enter into and perform its obligations under this Agreement, each Seller jointly and severally represents and warrants to the Buyer as set forth below.

3.1          Organization and Capitalization of the Sellers .   Such Seller is duly organized and validly existing under the laws of its jurisdiction of incorporation, has filed with the Wisconsin Department of Financial Institutions the most recent annual report required to be filed by it and is qualified to do business in every

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jurisdiction in which the failure to so qualify would reasonably be expected to have a Material Adverse Effect.  Schedule 3.1 sets forth, with respect to such Seller, its jurisdiction of incorporation and a list of all states in which such Seller is qualified to do business.  Also set forth in Schedule 3.1 is a list of the stockholders of such Seller and the current ownership percentages of each such stockholder.  No other Person has any right to or interest in the outstanding capital stock of such Seller or has any right, contingent or otherwise, to purchase, acquire or own, directly or indirectly, any stock or any other equity interest in such Seller.

3.2          Authorization of Transaction .   Such Seller has all requisite power and authority to own and operate its Restaurants and to carry on the operation of its Restaurants as now conducted.  Such Seller has all requisite power and authority to execute and deliver each Document to which it is a party and any and all instruments necessary or appropriate in order to effectuate fully the Transactions and to perform its obligations under each such Document.  Each Document to which such Seller is a party has been duly and validly authorized by all necessary action (corporate or otherwise) on the part of such Seller, and each Document to which such Seller is a party has been duly executed and delivered by such Seller, and constitutes the valid and legally binding obligation of such Seller, enforceable against such Seller in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency and similar Laws affecting the enforceability of creditors’ rights generally, general equitable principles, the discretion of courts in granting equitable remedies and matters of public policy.

3.3          Non-contravention .

(a)           Except as set forth on Schedule 3.3(a) , neither the execution, delivery and performance of the Documents nor the consummation of the transactions contemplated by the Documents by such Seller, shall (i) violate any Law to which such Seller, its Restaurants or the Purchased Assets being transferred by such Seller is subject, (ii) violate any provision of the Fundamental Documents of such Seller, (iii) violate any provision of any Permit, including any Liquor License, (iv) result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, any contract, agreement, instrument or other document to which such Seller is a party or (v) result in the imposition of any Lien upon any of the Purchased Assets.

(b)           Except as set forth on Schedule 3.3(b) , such Seller is not required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Entity or any consent or approval of any other Person in order for such Seller to consummate the transactions contemplated by the Documents.

3.4          Subsidiaries .   Such Seller does not own, directly or indirectly, any stock, partnership or joint venture interest in, or any security or ownership interest issued by, any other Person.

3.5          Financial Statements .

(a)           Schedule 3.5(a)  contains the following financial statements (collectively, the “ Financial Statements ”):

(i)            the unaudited balance sheets of such Seller at January 2, 2007 and January 1, 2008 (the January 1, 2008 balance sheet being referred to herein as the “ Year End Balance Sheet ”) and the related consolidated statements of operations, stockholders’ equity and cash flows, for the fiscal years ended January 2, 2007 and January 1, 2008 (the latter, referred to as the “ Most Recent Fiscal Year ”); and

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(ii)           the unaudited Balance Sheet of such Seller as of February 26, 2008 (the “ Latest Balance Sheet ”) and the related unaudited statements of operations, stockholders’ equity and cash flows, for the interim period ended February 26, 2008 (together with the Latest Balance Sheet, the “ Latest Financial Statements ”).

(b)          Except as set forth in detail on Schedule 3.5(b) , the Financial Statements of such Seller fairly present in all material respects such Seller’s financial condition, results of operations, retained earnings and changes in cash flow as of the dates thereof and for the periods indicated thereon and have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby, subject, in the case of the Latest Financial Statements, to the lack of footnotes.  Such Seller has never received an independent audit opinion with respect to the Financial Statements.

3.6          Events Subsequent to December 31, 2007 .  Except as set forth on Schedule 3.6, since December 31, 2007, (i) such Seller has operated its Restaurants in the ordinary course consistent with past practice, (ii) such Seller and its Restaurants, individually or in the aggregate, have not suffered any Material Adverse Change, and:

(a)           except in connection with the development of the Eau Claire Restaurant, such Seller has not accelerated, terminated, modified or amended any agreement, contract, document, lease, or license (or series of related agreements, contracts, leases, and licenses) involving the payment of $25,000 or more or which is otherwise material to such Seller or its Restaurants and, to the Knowledge of such Seller, no party to the foregoing has or intends to take any such action;

(b)           such Seller has not entered into or amended any employment or severance contract with any Person employed by its Restaurants or increased the rate of compensation for or paid any bonuses to any of any its officers or employees, except for hiring and awarding raises (in amounts that are not material) to non-officer Restaurant employees in the ordinary course of business consistent with past practice;

(c)           except in connection with the development of the Eau Claire Restaurant, such Seller has not incurred outside of the ordinary course any indebtedness for borrowed money, or guaranteed any such indebtedness of another Person, entered into any agreement to maintain any financial condition of another Person or entered into any arrangement having the economic effect of any of the foregoing, or made any loans, advances or capital contributions to, or investments in, any other Person;

(d)           such Seller has not mortgaged, pledged or otherwise encumbered any Purchased Asset, except for Permitted Liens;

(e)           except in connection with the development of the Eau Claire Restaurant, such Seller has not sold, leased, licensed, transferred, assigned or otherwise disposed of any of its assets, tangible or intangible, other than in the ordinary course of business to a Person who is not an Affiliate of such Seller;

(f)            such Seller has not made or agreed to make any capital expenditure, other than those in the ordinary course of business and consistent with past practices out of available cash, and except in connection with the development of the Eau Claire Restaurant;

(g)           except in connection with the development of the Eau Claire Restaurant, such Seller has not made any acquisition of assets other than acquisitions of inventory, supplies, equipment or other property in the ordinary course of business;

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(h)           such Seller has not delayed or postponed the payment of accounts payable or other Liabilities outside the ordinary course of business;

(i)            such Seller has not commenced, cancelled, compromised, waived, released or settled any right, claim or Proceeding (or series of related rights, claims or Proceedings);

(j)            such Seller has not granted any license or sublicense of any rights under or with respect to any of such Seller’s Intellectual Property;

(k)           such Seller has not made or pledged to make any charitable contribution or loan (except in connection with the Eau Claire Restaurant) outside the ordinary course of business greater than $5,000;

(l)            such Seller has not materially decreased the average Inventory of its Restaurants or amount of Till Cash;

(m)          there has been no damage, destruction or loss in excess of $25,000 (whether or not covered by insurance);

(n)           none of the Restaurants have suffered the termination, suspension or revocation of any Liquor License or other Permit necessary for the operations of such Restaurant;

(o)           to such Seller’s Knowledge, except in connection with the development of the Eau Claire Restaurant, there has been no other incident or transaction outside the ordinary course of business involving any Seller or any of the Restaurants; and

(p)           such Seller has not committed to do any of the foregoing, and, to such Seller’s Knowledge, no Affiliate of such Seller has done or committed to any of the foregoing with respect to such Seller or its Restaurants.

3.7          Absence of Undisclosed Liabilities .  Such Seller has no Liabilities, except for (a) Liabilities reflected on the face of the liabilities section of such Seller’s Latest Balance Sheet, (b) Liabilities under agreements, contracts, commitments, licenses or leases which are not required to be reflected on financial statements prepared in accordance with GAAP, (c) Liabilities which have arisen since the date of the Latest Balance Sheet in the ordinary course of business, and (d) Liabilities set forth on Schedule 3.7 .

3.8          Legal Compliance .

(a)           In connection with the operation of the Restaurants since December 31, 2001, such Seller has materially complied and is in material compliance with, and each of its Restaurants has materially complied and is in material compliance with, all applicable Laws, Environmental and Safety Requirements, Orders and Permits, and no Proceeding is pending or, to the Knowledge of such Seller, threatened, alleging any failure to so comply.  There are no pending disciplinary actions against any Liquor License and there have been no investigations of such Seller or such Liquor Licenses during the time in which the Liquor License was held by such Seller.  Each Liquor License set forth on Schedule 3.8(b)  is currently active and in good standing, and has not been revoked or invalidated, and is not currently suspended or to be suspended at any time in the future, and no special conditions or limitations have been placed on any Liquor Licenses.

(b)           Schedule 3.8(b)  sets forth a list of all Permits, including the Liquor Licenses, under which such Seller is operating or bound.  Such Permits (i) constitute all Permits used or required in the operation of the Restaurants as presently conducted, (ii) are in full force and effect, (iii) are held by the

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lawfully required party, and (iv) are not subject to any pending or, to the Knowledge of such Seller, threatened Proceeding seeking their revocation or limitation.

(c)           Except as set forth on Schedule 3.8(b) , during such Seller’s operation of its Restaurants since December 31, 2005, no such Restaurant has received a citation, warning, or reprimand for, or otherwise been notified of, any violation of any Law governing alcoholic beverages or any Environmental and Safety Requirements or similar municipal, state or federal Law.  To the Knowledge of such Seller, during its operation of its Restaurants, such Seller has not served any food or foodstuff which is claimed to have caused any illness or injury to the consumer thereof which would reasonably be expected to have a Material Adverse Effect.

3.9          Title to Properties .

(a)           Except as set forth on Schedule 3.9(a) , (i) such Seller owns good and marketable title, free and clear of all Liens (other than Permitted Liens), to all of its Purchased Assets, and (ii) with the exception of the Excluded Assets, such Purchased Assets include all assets presently used by such Seller for the operation of its Restaurants in the ordinary course.

(b)           The facilities, equipment and other tangible assets included in such Seller’s Purchased Assets are in good condition and repair (subject to routine maintenance and repair for similar assets of like age), fit for their particular purpose, and are usable in the ordinary course of such Seller’s business.  Such Seller owns or leases under valid leases all equipment and other tangible assets necessary for the operation of its Restaurants as conducted as of the date hereof and as of the date of the Latest Balance Sheet.

(c)           Except as set forth on Schedule 3.9(c) , the fixed assets included in the Purchased Assets are in normal operating condition (subject to routine maintenance and repair for similar assets of like age), to such Seller’s Knowledge no major repairs are necessary concerning the fixed assets, and the fixed assets comply in all material respects with applicable Laws and Environmental and Safety Requirements.

(d)           Such Seller does not own any fee interest in real property, except for the Owned Real Property.

(e)           Schedule 3.9(e)  contains a complete and accurate list of all real property leased by such Seller (the “ Leased Real Property ”), separated by Restaurant location, listing the street address of such property, as well as all buildings and other structures and material improvements located on such Leased Real Property, the name and address of the landlord and any requirement of consent of the landlord to assignment, if any, and a description of uses of and facilities on such Leased Real Property.  Schedule 3.9(e)  identifies the parcels of real property owned by such Seller or its Affiliate related to the Restaurants (the “ Owned Real Property ”) and the leases related to the Restaurants in which such Seller or its Affiliate is the landlord (“ Affiliate Leases ”).  The Leased Real Property constitutes all real properties used or occupied by such Seller in connection with the operation of the Restaurants.  With respect to the Leased Real Property, such Seller is the owner and holder of all of the leasehold estates purported to be granted by such lease, and each lease is in full force and effect and constitutes a valid and binding obligation of such Seller.  Such Seller has delivered to the Buyer true and complete copies of all leases to which it is a party and referred to in Schedule 3.9(e)  (such leases excluding the Affiliate Leases are referred to herein as the “ Real Property Leases ”).  In addition, except as set forth in Schedule 3.9(e) :

(i)            such Seller has not entered into any subleases with respect to the Real Property Leases;

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(ii)           the security deposit for each of such Seller’s Real Property Leases is in the form of cash and such Seller has not received notice from the landlord of any deduction against such security deposit;

(iii)          rent under each of such Seller’s Real Property Leases has been paid through the most current month due, and no rent is being held by the landlord thereunder more than one month in advance;

(iv)          no default, or events which with the passage of time or giving of notice would constitute a default, exists under any of such Seller’s Real Property Leases;

(v)           all improvements required to be made by the landlord under such Seller’s Real Property Leases have been made, and such Seller has accepted possession of the Leased Real Property;

(vi)          no brokerage fees or commissions are outstanding with respect to such Seller’s Leased Real Property;

(vii)         such Seller has received no written notice of a violation of law with respect to its Leased Real Property, including, without limitation, the Americans with Disabilities Act;

(viii)        such Seller has received no written notice from any party objecting to the current use of the Leased Real Property;

(ix)           such Seller has not waived, orally or in writing, any provisions of the Real Property Leases; and

(x)            there are no current obligations of such Seller to repair or improve any of its Leased Real Property outside the ordinary course or as part of scheduled maintenance and no obligations of such Seller that may require any repair or improvement to any of its Leased Real Property upon transfer, assignment or sale of its Restaurants or any interest in its Leased Real Property.

(f)           With respect to such Seller’s Leased Real Property, except as set forth in Schedule 3.9(f) :

(i)            such Seller has not received written notice that any portion thereof is subject to any pending condemnation Proceeding by any public or quasi-public authority and, to the Knowledge of the such Seller, there is no threatened condemnation Proceeding with respect thereto;

(ii)           no notice of any increase in the assessed valuation of such Leased Real Property and no notice of any contemplated special assessment has been received by such Seller and, to the Knowledge of such Seller, there is no threatened increase in the assessed valuation or special assessment pertaining to such Leased Real Property other than annual assessments in the ordinary course of business which may result in increases;

(iii)          there are no leases or other agreements, written or oral, to which such Seller is a party, granting to any party or parties (other than a Seller) the right of use or occupancy of any portion of any parcel of such Leased Real Property;

(iv)          other than such Seller, there are no parties in possession of any of such Leased Real Property;

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(v)           since January 1, 2008 there have been no discussions or correspondence with the respective landlords of such Leased Real Property concerning renewal terms therefor of which the Buyer has not been notified; and

(vi)          the physical condition of such Leased Real Property is sufficient to permit the continued operation of such Seller’s Restaurants as presently conducted subject to the provision of usual and customary maintenance and repair performed in the ordinary course with respect to similar properties of like age and construction.

3.10        Inventory .  Such Seller’s Inventory is saleable or usable in the ordinary course of business for its intended use and, subject to any reserves set forth on such Seller’s Latest Balance Sheet, there are no material amounts of obsolete, damaged or defective Inventory.

3.11        Franchise Agreements .   Such Seller has performed in all material respects its obligation to pay royalties to the Buyer as required pursuant to its Franchise Agreements and has performed in all material respects its obligations under its Franchise Agreements to expend the required amount for media advertising from January 1, 2007 through the Closing Date.

3.12        Tax Matters . Except as set forth on Schedule 3.12 :

(a)           Such Seller has timely paid all Taxes required to be paid by it through the date hereof;

(b)           Such Seller has filed or caused to be filed in a timely manner (within any applicable extension periods) all Tax Returns required to be filed by it with the appropriate Governmental Entities in all jurisdictions in which such Tax Returns are required to be filed, and all such Tax Returns are true and complete. Such Seller is not currently the beneficiary of any extension of time within which to file any Tax Return;

(c)           Sellers have delivered to Buyer correct and complete copies of all federal income Tax Returns, examination reports, and statements of deficiencies assessed against or agreed to by Seller in the past three years;

(d)           There are no Liens for Taxes on such Seller’s Purchased Assets other than Permitted Liens, and such Seller has not been notified by the Internal Revenue Service or any other taxing authority that any issues have been raised (and are currently pending) by the Internal Revenue Service or any other taxing authority in connection with any Tax Return of such Seller, and no waivers of statutes of limitations have been given or requested with respect to such Seller;

(e)           There are no pending Tax audits of any Tax Returns of such Seller;

(f)            To such Seller’s Knowledge, no unresolved deficiencies or additions to Taxes have been proposed, asserted or assessed against such Seller by a Governmental Entity;

(g)           Such Seller has made full and adequate provision (x) on its Latest Balance Sheet for all Taxes payable by it for all periods prior to the date of the Latest Balance Sheet, and (y) on its books for all Taxes payable by it for all periods beginning on or after the date of its Latest Balance Sheet;

(h)           Such Seller has not distributed stock of another person, nor had its stock distributed by another person, in a transaction that was purported or intended to be governed in whole or in part by Code §355 or §361;

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(i)            Such Seller has not incurred and will not incur any Tax Liability from and after the date of its Latest Balance Sheet other than Taxes incurred in the ordinary course of business or pursuant to this Agreement;

(j)            Such Seller has complied in all material respects with all applicable Laws relating to the collection or withholding of Taxes (such as sales Taxes or withholding of Taxes from the wages of employees), and such Taxes have been collected or withheld, and either paid to the respective Governmental Entity, set aside in accounts for such purpose, or accrued, reserved against and entered upon the books of such Seller;

(k)           Such Seller is not now and has not been a party to any Tax sharing agreement;

(l)            None of such Seller’s Assumed Liabilities includes an obligation to make (or possibly make) any payments that will constitute an “excess parachute payment” within the meaning of, Section 280G of the Code;

(m)          Such Seller does not have any liability for the Taxes of any other Person under any provision of applicable law or regulation, by contract, as transferee or successor, or otherwise; and

(n)           Such Seller is not a “foreign person” for purposes of Code Section 1445.

3.13        Intellectual Property .

(a)           Other than Intellectual Property owned or otherwise licensed by the Buyer or one or more of its Affiliates, Schedule 3.13(a)  identifies (i) all Intellectual Property used by such Seller in connection with the operation of the Restaurants (other than Excluded Assets), (ii) each license, agreement or other permission which such Seller or any of its Affiliates has granted to any third party with respect to such Intellectual Property, and (iii) each item of Intellectual Property that any third party owns and that such Seller uses in connection with the operation of its Restaurants pursuant to license, sublicense, agreement or permission (clauses (ii) and (iii) are collectively referred to as “ Licensed Intellectual Property ”).

(b)          Except as set forth on Schedule 3.13(b) ,

(i)            To such Seller’s Knowledge, neither such Seller nor any of its Affiliates has interfered with, infringed upon, misappropriated or otherwise come into conflict with any Intellectual Property rights of third parties or committed any acts of unfair competition, and neither such Seller nor, to such Seller’s Knowledge, any of its Affiliates has received any charge, complaint, claim, demand or notice alleging any such interference, infringement, misappropriation, conflict or act of unfair competition;

(ii)           Such Seller owns, has the right to use, sell, license and dispose of, and has the right to bring actions for the infringement of, and, where necessary, has made timely and proper application for, all Intellectual Property (other than the Licensed Intellectual Property or the Intellectual Property owned or licensed by the Buyer or one or more of its Affiliates) necessary or required for the operation of such Seller’s Restaurants as currently conducted and, to the Knowledge of such Seller, such rights to use, sell, license, dispose of and bring actions are exclusive with respect to such Intellectual Property (other than the Licensed Intellectual Property); and

(iii)          to the Knowledge of such Seller, its consummation of the transactions contemplated by the Documents will not adversely impact any of the Intellectual Property necessary or required for the operation of the Restaurants.

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3.14          Contracts .

(a)            Except for those with the Buyer or one or more Affiliates of the Buyer, Schedule 3.14(a)  is a complete and accurate list of each written or oral:

(i)             contract, agreement, commitment, understanding or arrangement to which any Seller is a party involving the payment or receipt of $25,000 or more in any twelve-month period;

(ii)            contract for the employment of any officer, employee, or other Person providing services to any Seller’s Restaurant on a full-time, part-time, consulting or other basis that cannot be terminated immediately upon notice;

(iii)           instrument, agreement or indenture relating to Funded Indebtedness or to mortgaging, pledging or otherwise subjecting any Seller’s assets to a Lien;

(iv)           guarantee of any obligation of a Seller for borrowed money or otherwise;

(v)            agreement with respect to the lending of funds by any Seller;

(vi)           lease or agreement (other than the Real Property Leases) under which any Seller is the lessee of or the holder or operator of any real or personal property owned by any other party;

(vii)          lease or agreement under which any Seller is the lessor of or permits any third party to hold or operate any real or personal property owned or controlled by such Seller;

(viii)         assignment, license or agreement with respect to any form of intangible property of any Seller, including, without limitation, any Intellectual Property or confidential information;

(ix)            contract or group of related contracts with the same party for the purchase or sale of products or services for use in the Restaurants which provide for payments by such Seller in an aggregate amount in excess of $5,000;

(x)             contract containing bonding, insurance or other similar requirements relating to the operation of the Restaurants which provide for payments by such Seller in an aggregate amount in excess of $5,000;

(xi)            contract with any Affiliate of such Seller relating to the operation of the Restaurants; or

(xii)           contract for the lease of equipment that, in accordance with GAAP, is required to be capitalized on the Financial Statements.

(b)            Each item listed on Schedule 3.14(a)  (each, a “ Contract ”) and each Assumed Contract is valid and enforceable against such Seller and, to the Knowledge of such Seller, the other parties thereto.  Except as disclosed on Schedule 3.14(a) , such Seller has performed in all material respects all obligations required to be performed by it and is not in material default under or in material breach of nor in receipt of any claim of material default or material breach under any such Contract or Assumed Contract.  No event has occurred which, with the passage of time or the giving of notice or both, would result in such Seller’s material default or material breach under any such Contract or Assumed Contract, and no other Party to any such Contract or Assumed Contract is in default under or in breach of such document.  Such Seller has supplied the Buyer with a true, correct and complete copy of each of the Contracts or Assumed

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Contracts that are written, together with all amendments, waivers or other changes thereto, and a complete description of all the Contracts or Assumed Contracts that are oral.

3.15          Insurance .  Schedule 3.15 lists and briefly describes each insurance policy, self insurance arrangement and bonding arrangement maintained by such Seller with respect to the properties, assets and business of its Restaurants (including, without limitation, any bonding arrangement required under any contract or applicable Law), and all currently pending claims thereunder.  All of such Seller’s insurance policies and bonding arrangements are in full force and effect, and such Seller is not in default with respect to its obligations under any of such insurance policies or bonding arrangements.  Such Seller has not received any notification of cancellation or modification of any of such insurance policies or bonding arrangements and does not have any claim outstanding which could be expected to cause a material increase in such Seller’s insurance rates.  To the Knowledge of such Seller, there are no facts or circumstances which exist that might relieve any insurer under such insurance policies or bonding arrangements of its obligations to satisfy in full all claims thereunder (except for applicable deductibles and caps).  Such Seller maintains insurance coverage of a type and amount customary for entities of similar size engaged in similar lines of business.

3.16          Litigation .  Except as set forth on Schedule 3.16 , there are no Proceedings pending or, to the Knowledge of such Seller, threatened against such Seller which relate to or could affect the operations or financial results of its Restaurants and, to the Knowledge of such Seller, there is no Basis for any of the foregoing.  Schedule 3.16 also sets forth all Proceedings (or threatened Proceedings known to Seller) involving such Seller during the last five years which (i) alleged serious criminal conduct by such Seller, (ii) resulted in such Seller paying or receiving an amount in excess of $15,000 in connection with the adjudication or compromise of any Proceeding related to the operation of a Restaurants or (iii) had a Material Adverse Effect on such Seller.

3.17          Employees .

(a)            Schedule 3.17(a)  lists all current employees at such Seller’s Restaurants whose annual compensation for 2007 exceeded or whose annual compensation for 2008 is expected to exceed $65,000, their permanent classifications (if applicable), their current hourly rates of compensation or base salaries (as applicable), their total 2007 compensation and 2008 compensation through February  26, 2008, the commencement date of their employment, and accrued bonus, accrued sick leave and accrued vacation benefits as of such Seller’s Latest  Balance Sheet Date.  In addition, to the extent any current employees of such Seller are on leaves of absence, Schedule 3.17(a)  indicates the nature of such leave of absence and each such employee’s anticipated date of return to active employment.  No executive, key employee or group of employees of such Seller listed on Schedule 3.17(a)  has indicated any plans to (i) terminate employment (other than immediately after the Closing in order to accept employment with the Buyer) or (ii) not accept employment with the Buyer immediately after the Closing.

(b)            To such Seller’s Knowledge, such Seller has complied with all Laws relating to the hiring of employees and the employment of labor, i