Assignment by Franchisee. The rights and duties created by this Agreement are personal to Franchisee. Franchisee acknowledges that the Company has entered into this Agreement in reliance on the individual or collective character, skill, aptitude, business ability, and financial capacity of Franchisee and its owners. Franchisee and each owner of an interest in this Agreement represent, warrant, and agree that all “Interests” in the Franchisee are owned in the amount and manner in which Franchisee has disclosed them to the Company, as more particularly set forth in Schedule 1 to this Agreement. (An “Interest” means any shares or partnership interests in the Franchisee and any other legal or equitable right in any of Franchisee’s stock, revenues, profits, rights or assets. When referring to the Franchisee’s rights or assets, an “Interest” also includes this Agreement and the Franchisee’s rights under and interest in this Agreement, the Restaurant and the revenues, profits or assets of the Restaurant.) Franchisee and each owner also represent, warrant and agree and no change will be made in the ownership of an Interest other than as permitted by this Agreement or as we may otherwise approve in writing. Franchisee and each owner agree to furnish the Company with evidence as the Company may request from time to time to assure that the Interests of the Franchisee and each owner remain as permitted by this Agreement, including a list of all persons or entities owning any Interest. Neither this Agreement nor any Interest herein nor any Interest of the Franchisee or any owner may be directly or directly, sold, transferred, assigned, conveyed, gifted, pledged, mortgaged, or otherwise encumbered without the Company’s prior written approval (“Assignment”). Any such purported Assignment occurring by operation of law or otherwise without the Company’s prior written consent shall constitute a default of this Agreement by Franchisee, and shall be null and void. Except in the instance of Franchisee advertising to sell its Restaurant and assign this Agreement in accordance with the terms thereof, Franchisee shall not, without the Company’s prior written consent, offer for sale or transfer at public or private auction or advertise publicly for sale or transfer, the furnishings, interior and exterior décor, items, supplies, fixtures, equipment, Franchisee’s lease or the real or personal property used in connection with the Restaurant. This Agreement may not be transferred by Franchisee to a publicly-he...
Assignment by Franchisee. Neither the franchise nor the Xxxxx (or any interest) nor substantially all of the assets nor any part or all of Franchisee’s ownership may be voluntarily, involuntarily, directly or indirectly assigned, sold, subdivided, subfranchised or otherwise transferred by Franchisee or its owners without the prior written approval of Franchisor. Any assignment or transfer without written approval constitutes a breach and conveys no rights to or interests in the franchise, the Xxxxx, or the assets.
Assignment by Franchisee. Franchisee shall have no right to assign this Agreement. Franchisee's interest in this Agreement may be assigned only as part of an assignment of the interest of Lyric and all Franchisees in the Master Franchise Agreement and all Facility Franchise Agreements pursuant to Section 16.2 of the Master Franchise Agreement.
Assignment by Franchisee. Franchisee shall have the right to assign this Agreement, entirely or partially, to any party only with the prior written consent of Franchisor, which shall not be unreasonably withheld. Any sale, assignment or other transfer in the aggregate of more than forty-nine percent (49%) of the stock of Franchisee shall be deemed an assignment hereunder, except that transfers among XXXXXXX XXXXXX, XXXXXX XXXXXXXX, XXXXXX XXXXXX and XXXXXX X. XXXXXXXX and their children shall not be prohibited.
Assignment by Franchisee. On the Effective Date, the following revisions are made to Section 10.02 of the Franchise Agreement:
Assignment by Franchisee. 38 17.7 Acknowledgment of Restrictions.............................39 17.8 Transfer Fee...............................................39 17.9 Transfer to Competitor Prohibited..........................40 ARTICLE 18 TERMINATION RIGHTS OF E & C.......................................40
Assignment by Franchisee. This Agreement and the rights granted to the Franchisee pursuant to this Agreement may be sold, assigned or transferred by the Franchisee only with the prior written approval of E & C. E & C will not unreasonably withhold its written consent to any sale, assignment or transfer of this Agreement, if the sale, assignment or transfer does not violate Article 17.9 of this Agreement and if the Franchisee and/or the transferee franchisee comply with the following conditions: (a) the Franchisee has provided written notice to E & C of the proposed sale, assignment or transfer of this Agreement at least ninety (90) days prior to the transaction; (b) all of the Franchisee's monetary obligations due to E & C have been paid in full, and the Franchisee is not otherwise in default under this Agreement; (c) the Franchisee has executed a written agreement, in a form satisfactory to E & C, in which the Franchisee agrees to observe all applicable provisions of this Agreement, including the provisions with obligations and covenants that continue beyond the expiration or termination of this Agreement, which includes the covenants not to compete contained in Article 21 of this Agreement; (d) E & C and the Franchisee have executed a joint and mutual release, in a form satisfactory to E & C, of any and all claims against E & C or the Franchisee and of any and all claims against their officers, directors, shareholders, Owners, agents and employees, in their corporate and individual capacities arising from, in connection with, or as a result of this Agreement or the Franchisee's purchase of the Franchise including, without limitation, all claims arising under any federal or state franchising laws or any other federal, state or local law, rule or ordinance; provided, however, that E & C and the Franchisee may exclude from the coverage of the release any prior or concurrent written agreements between them; (e) the transferee franchisee has demonstrated to the satisfaction of E & C that he, she or it ELEPHANT & CASTLE INTERNATIONAL, INC. 5 GTM/LEH/JAW 042199 ALAMO GRILL FRANCHISE AGREEMENT 475250.5 meets the managerial, financial and business standards required by E & C for new franchisees, possesses a good business reputation and credit rating, and possesses the aptitude and ability to operate the Alamo Grill-TM- Restaurant in an economic and businesslike manner (as may be evidenced by prior related business experience or otherwise); (f) the transferee franchisee and all parties hav...
Assignment by Franchisee. 20 16.2. Pre-Conditions to Franchisee's Assignment. . . . . . . .
Assignment by Franchisee. Franchisee shall not subfranchise, sell, assign, transfer, merge, convey or encumber (each, a "Transfer"), the Restaurant, the Franchised Site, this Agreement or any of its rights or obligations hereunder, or suffer or permit any such Transfer of the Restaurant, the Franchised Site, this Agreement or its rights or obligations hereunder to occur by operation of law or otherwise without the prior express written consent of Franchisor. In addition, if Franchisee is a corporation, limited liability company, partnership, MF/FA/CORPU 083047.1/0305 20 business trust, or similar association or entity, the shareholders, members, partners, beneficiaries, investors or other equity holders, as the case may be, may not Transfer their equity interests in such corporation, limited liability company, partnership, business trust, or similar association or entity, without the prior written consent of Franchisor. Furthermore, in the event that any shareholder, member, partner, investor or other equity holder of Franchisee (the "Equity Holder") is a corporation, limited liability company, partnership, business trust, or similar association or entity, the interests of the shareholders, members, partners, beneficiaries, investors or other equity holders, as the case may be, in such Equity Holder, may not be Transferred, without the prior written consent of Franchisor. Franchisor will not unreasonably withhold consent to a Transfer provided the requirements of Section 19.4 have been satisfied. Any Transfer in violation of this Section shall be void and of no force and effect. In the event Franchisee or an Equity Holder is a corporation, limited liability company, partnership, business trust, or similar association or entity with certificated equity interests, all stock or equity certificates of Franchisee or Equity Holder, as the case may be, shall have conspicuously endorsed upon them a legend in substantially the following form: "A transfer of this stock is subject to the terms and conditions of a MAMA FITS NOODLE HOUSE, INC. FRANCHISE AGREEMENT dated the day of 19.3 Death or Disability of Franchisee. Upon Franchisee's death or Disability (as such term is hereinafter defined), this Agreement or the ownership interest of any deceased or disabled shareholder, partner, member or other equity holder of the Franchisee or an Equity Holder must be Transferred to a party approved by Franchisor. Any Transfer, including, without limitation, transfers by devise or inheritance or trust pr...
Assignment by Franchisee. Subject to subsection 15.C. below, this Agreement and any interest in the franchise may be assigned or otherwise transferred by Franchisee only upon the Franchisor's written approval, which approval shall not be unreasonably withheld. By way of illustration and not limitation, the proposed assignee or transferee's lack of business experience, financial resources, or failure prior to an assignment to complete a training program as provided herein, shall be reasonable grounds for Franchisor to withhold approval of a proposed assignment or transfer.
