Limiting
Conditions
 
   
Limiting Conditions
  1. In determining the Investment Banking Value of the subject business, QuikValSM has:
    1. Made no physical inspection of the business, nor confirmed its existence or planned operation.

    2. Not investigated the nature and operation of the business and the history of the enterprise from its inception.

    3. Not reviewed the economic outlook in general or the condition of and outlook for the restaurant/foodservice industry in particular. We assume that lending rates are a reflection of these economic and industry conditions to a great extent.

    4. Not reviewed or confirmed the financial condition of the business or verified any of the financial or non-financial information that was given to us.

    5. Not projected the capacity of the business to produce earnings beyond the Valuation Date. We assume that the information we have been given subsumes that capacity.

    6. Not projected any change in operating expenses beyond the Valuation Date.

    7. No knowledge of the historic dividend-paying capacity of the company.

    8. Made a determination of the "goodwill" or "intangible" value of the company, if any, but only to the extent that such value may be evidenced by the excess of the Investment Banking Value of the assets over their stated Book Value at the Valuation Date.

    9. Made no investigation of any tax implications of any transaction (including, sale or re-capitalization) and stated no conclusion about any tax matter.

    10. Not used the market prices of stocks of corporations engaged in the same or a similar line of business as the subject business.

    11. Assumed that:
      1. Title to the assets, properties or business interests is good and marketable, and/or that use, possession and control of all assets reasonably required to operate the subject business are vested in the subject business.
      2. The liabilities are fairly stated as of the Valuation Date.
      3. All information furnished by our client or its agent(s) is reliable; however, we issue no warranty or other form of assurance regarding its accuracy.
      4. The subject business is in full compliance with all applicable federal, state and local regulations and laws.
  2. Possession of this report does not carry with it the right of publication. This report may not be used for any purpose by any person other than the client to whom it is addressed without the prior express written consent of QuikValSM and, in any event, only with proper written qualifications and only in its entirety. Neither all nor any part of the contents of this report shall be disseminated to the public through advertising, public relations, news, sales, or other media without the prior express written consent of QuikValSM for each such publication.
  3. By reason of producing this Investment Banking Valuation, we are not required to furnish a complete valuation report or to give testimony or to be in attendance in court with reference to the assets, properties or business interests in question.
  4. The analyses, opinions, and conclusions presented in this report apply to this engagement only and may not be used out of the context presented herein. This report is valid only for the Valuation Date specified herein and only for the purpose specified herein.
  5. By engaging QuikValSM, Client agrees that, under no circumstances will any liability of QuikValSM resulting from this Investment Banking Valuation exceed the amount of money actually received by QuikValSM for the valuation.