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SEC Filings

8-K
COSI INC filed this Form 8-K on 12/28/2016
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(c)
five (5) Business Days after written notice from Operator that it wishes to terminate this Agreement;
 
(d)
if a Material Default by Operator has occurred (as defined by Section 8), five (5) Business Days after written notice from Owner that it wishes to terminate this Agreement; and
 
(e)
June 30, 2017 (the “Term”), unless extended once for a period of 30 days at the election of Operator.
 
4.             Prosecution of Plan; Responsibility for Expenses.
 
During the Term and unless and until Operator makes the Operator APA Closing Election or the Term ends pursuant to Section 3, Owner will use commercially reasonable efforts to obtain confirmation of the Plan Option on terms consistent with the Cosi APA and otherwise reasonably acceptable to Operator.  The parties acknowledge that Operator bears the risk that confirmation of the Plan is subject to approval of the Bankruptcy Court.
 
(a)           Operator Expense Obligations During Term.
 
Whether or not the Plan is confirmed, Operator agrees to pay to Owner or fund under the DIP Facility, without duplication, the following:
 
 
(i)
all expenses regarding operation of the Business (including, without limitation, all expenses related to employees, inclusive of expense reimbursements, purchase of supplies and inventory, insurance, inclusive of deductibles, rent and related leasing costs, inclusive of any expenses related to relocations, security, licensing, permitting and renewal) directly incurred by Owner during the Term as a result of the operation of the Purchased Assets and the Business in accordance with this Agreement (“Term Operational Expenses”).  For the avoidance of doubt, Term Operational expenses also include, without limitation, the fees incurred and/or accrued for payment of U.S. Trustee operating fees incurred due to operating the Business during the Term;4
 
(ii)
all reasonable, actually incurred out-of-pocket costs incurred by Owner during the Term as a direct result of the legal prosecution of the Plan Option (other than fees and expenses of professionals) (the “Owner Plan Expenses”); provided that Owner shall provide reasonable advance notice to Operator before incurring any individual obligation (or related set of obligations) for Owner Plan Expenses in excess of $5,000; and
 

4 For the avoidance of doubt, Section 4(a)(i) relates to the actual fees required to be paid to the United States Trustee based among other things, disbursements by Owner.  In contrast, Section 5(c) relates to the costs incurred in preparing the reporting to be submitted to the United States Trustee.
 
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