Common use of Assignment by Franchisee Clause in Contracts

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-held entity, or to any entity whose direct or indirect parent’s securities are publicly traded and no shares of Franchisee or any direct or indirect owner of Franchisee may be offered for sale through the public offering of securities.

Assignment by Franchisee. The (a) Franchisee understands and acknowledges that the rights and duties created by this Agreement are personal to Franchisee. Franchisee acknowledges and that the Company has entered into this Agreement granted the Franchise in reliance on upon the individual or collective character, skill, aptitude, attitude, business ability, ability and financial capacity of Franchisee and its ownersFranchisee. Franchisee and each owner of an interest in this Agreement representTherefore, warrantexcept as provided with respect to assignment to a corporation or partnership, and agree that all “Interests” or to a spouse or heirs in the event of Franchisee’s death or disability pursuant to subsection 13.02 (c) below, neither the Franchise, the Restaurant (or any interest therein), nor any part or all of the ownership of the Franchise may be voluntarily, involuntarily, directly or indirectly assigned, sold, subdivided, subfranchised, issued or otherwise transferred by Franchisee are owned (including without limitation by consolidation or merger) without the prior written approval of the Company, which approval shall not be unreasonably withheld. Such assignment or transfer without approval shall constitute a breach hereof and will convey no rights or interests in the amount and manner in which Franchisee has disclosed them Franchise or the Restaurant to such assignee(s). Transferees shall be subject to the Company’s then current franchisee selection and qualification criteria. Grounds for withholding consent to an assignment or transfer include, as more particularly set forth in Schedule 1 but are not limited to: (i) the transfer is proposed to this Agreement. be made to any competitor of the Company or a transferee involved with a competitor of the Company; (An “Interest” means any shares or partnership interests in ii) the Franchisee and any other legal or equitable right in any of Franchisee’s stock, revenues, profits, rights or assets. When referring transfer is proposed to be made to a transferee who fails to demonstrate to the FranchiseeCompany’s rights satisfaction that it or assetsits owners and management meet the Company’s educational, an “Interest” also includes this Agreement managerial and business standards, possess good moral character, business reputations, and credit ratings, and have the Franchisee’s rights under aptitude and interest in this Agreement, ability to conduct 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 business contemplated 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 (iii) in 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 transfersole judgment, the furnishingsprice, interior and exterior décorpayment terms, items, supplies, fixtures, equipment, Franchisee’s lease or other material terms of the real transaction or personal property used any financing incurred in connection with the Restauranttransaction are so burdensome, individually or in the aggregate, as to threaten the continued operation of the Steak n Shake Restaurant after the transfer. This Agreement Notwithstanding the foregoing, Franchisee may not be transferred by Franchisee assign its ownership of the Franchise to a publicly-held entityduly organized, validly existing partnership, limited liability company, corporation or other entity that is not a natural person provided such partnership, limited liability company, corporation or other entity that is not a natural person is controlled directly or indirectly through, or to any entity whose direct or indirect parent’s securities are publicly traded and no shares of Franchisee or any direct or indirect owner of Franchisee may be offered for sale through is under common control with, the public offering of securities.Franchisee. "

Assignment by Franchisee. The This Agreement and the rights and duties created by granted to the Franchisee pursuant to this Agreement are personal to Franchisee. Franchisee acknowledges that the Company has entered into this Agreement in reliance on the individual may be sold, assigned 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 transferred by the Franchisee are owned in only with the amount and manner in which Franchisee has disclosed them prior written approval of E & C. E & C will not unreasonably withhold its written consent to the Companyany sale, as more particularly set forth in Schedule 1 to assignment or transfer of this Agreement. (An “Interest” means any shares , if the sale, assignment or partnership interests in the Franchisee and any other legal or equitable right in any transfer does not violate Article 17.9 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 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 rights 's monetary obligations due to E & C have been paid in full, and the Franchisee is not otherwise in default under and interest in this Agreement, the Restaurant and the revenues, profits or assets of the Restaurant.; (c) 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 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 a list the provisions with obligations and covenants that continue beyond the expiration or termination of all persons or entities owning any Interest. Neither this Agreement nor any Interest herein nor any Interest 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 owner may be directly or directlyand all claims against their officers, solddirectors, transferredshareholders, assignedOwners, conveyedagents and employees, giftedin their corporate and individual capacities arising from, pledged, mortgagedin connection with, 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 as a default 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 FranchiseeE & C for new franchisees, possesses a good business reputation and credit rating, and shall possesses the aptitude and ability to operate the Alamo Grill-TM- Restaurant in an economic and businesslike manner (as may be null evidenced by prior related business experience or otherwise); (f) the transferee franchisee and void. Except all parties having a legal or beneficial interest in the instance transferee franchisee including, if applicable, the transferee franchisee's Owners and the Personal Guarantors, execute the transfer and assignment agreement between E & C, the Franchisee and the transferee franchisee and such other ancillary agreements as E & C or its legal counsel may require for the transfer of Franchisee advertising to sell its Restaurant and assign this Agreement in accordance for the Franchisee's Alamo Grill-TM- Restaurant to the transferee franchisee; (g) the transferee franchisee has purchased the Franchised Location, acquired the lease for the Franchised Location or otherwise acquired possession of and access to the Franchised Location for a term consistent with the terms thereof, Franchisee shall not, without remaining term of this Agreement; (h) the Company’s prior written consent, offer transferee franchisee has purchased or otherwise acquired a valid liquor license and a valid food service license for sale or transfer the Alamo Grill-TM-Restaurant at public or private auction or advertise publicly for sale or transfer, the furnishings, interior Franchised Location; and exterior décor, items, supplies, fixtures, equipment, Franchisee’s lease or (i) the real or personal property used transferee franchisee has successfully completed the initial training program as set forth in connection with the Restaurant. This Agreement may not be transferred by Franchisee to a publicly-held entity, or to any entity whose direct or indirect parent’s securities are publicly traded and no shares Article 16.1 of Franchisee or any direct or indirect owner of Franchisee may be offered for sale through the public offering of securitiesthis Agreement.

Assignment by Franchisee. The This Agreement and the rights and duties created by granted to the Franchisee pursuant to this Agreement are personal to Franchisee. Franchisee acknowledges that the Company has entered into this Agreement in reliance on the individual may be sold, assigned 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 transferred by the Franchisee are owned in only with the amount and manner in which Franchisee has disclosed them prior written approval of Elephant & Castle. Elephant & Castle will not unreasonably withhold its written consent to the Companyany sale, as more particularly set forth in Schedule 1 to assignment or transfer of this Agreement. (An “Interest” means any shares , if the sale, assignment or partnership interests in the Franchisee and any other legal or equitable right in any transfer does not violate Article 17.9 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 if the Franchisee and/or the transferee franchisee comply with the following conditions: (a) the Franchisee has provided written notice to Elephant & Castle 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 rights 's monetary obligations due to Elephant & Castle have been paid in full, and the Franchisee is not otherwise in default under and interest in this Agreement, the Restaurant and the revenues, profits or assets of the Restaurant.; (c) 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 has executed a written agreement, in a form satisfactory to Elephant & Castle, in which the Franchisee agrees to observe all applicable provisions of this Agreement, including a list the provisions with obligations and covenants that continue beyond the expiration or termination of all persons or entities owning any Interest. Neither this Agreement nor any Interest herein nor any Interest Agreement, which includes the covenants not to compete contained in Article 21 of this Agreement; (d) Elephant & Castle and the Franchisee have executed a joint and mutual release, in a form satisfactory to Elephant & Castle, of any and all claims against Elephant & Castle or the Franchisee and of any owner may be directly or directlyand all claims against their officers, solddirectors, transferredshareholders, assignedOwners, conveyedagents and employees, giftedin their corporate and individual capacities arising from, pledged, mortgagedin connection with, 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 as a default 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 Elephant & Castle 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 Elephant & Castle that he, she or it meets the managerial, financial and business standards required by FranchiseeElephant & Castle for new franchisees, possesses a good business reputation and credit rating, and shall possesses the aptitude and ability to operate the Elephant & Castle-Registered Trademark- Restaurant in an economic and businesslike manner (as may be null evidenced by prior related business experience or otherwise); (f) the transferee franchisee and void. Except all parties having a legal or beneficial interest in the instance transferee franchisee including, if applicable, the transferee franchisee's Owners and the Personal Guarantors, execute the transfer and assignment agreement between Elephant & Castle, the Franchisee and the transferee franchisee and such other ancillary agreements as Elephant & Castle or its legal counsel may require for the transfer of Franchisee advertising to sell its Restaurant and assign this Agreement in accordance for the Franchisee's Elephant & Castle-Registered Trademark- Restaurant to the transferee franchisee; (g) the transferee franchisee has purchased the Franchised Location, acquired the lease for the Franchised Location or otherwise acquired possession of and access to the Franchised Location for a term consistent with the terms thereof, Franchisee shall not, without remaining term of this Agreement; (h) the Company’s prior written consent, offer transferee franchisee has purchased or otherwise acquired a valid liquor license and a valid food service license for sale or transfer the Elephant & Castle-Registered Trademark- Restaurant at public or private auction or advertise publicly for sale or transfer, the furnishings, interior Franchised Location; and exterior décor, items, supplies, fixtures, equipment, Franchisee’s lease or (i) the real or personal property used transferee franchisee has successfully completed the initial training program as set forth in connection with the Restaurant. This Agreement may not be transferred by Franchisee to a publicly-held entity, or to any entity whose direct or indirect parent’s securities are publicly traded and no shares Article 16.1 of Franchisee or any direct or indirect owner of Franchisee may be offered for sale through the public offering of securitiesthis Agreement.

Assignment by Franchisee. The rights and duties created by this Agreement are personal to Franchisee. Franchisee acknowledges that the Company Franchisor 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 CompanyFranchisor, 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 Franchisor with evidence as the Company Franchisor 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 indirectly or directly, sold, transferred, assigned, conveyed, gifted, pledged, mortgaged, or otherwise encumbered without the CompanyFranchisor’s prior written approval (“Assignment”). Any such purported Assignment occurring by operation of law or otherwise without the CompanyFranchisor’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 CompanyFranchisor’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-held entity, or to any entity whose direct or indirect parent’s securities are publicly traded and no shares of Franchisee or any direct or indirect owner of Franchisee may be offered for sale through the public offering of securities.

Assignment by Franchisee. The (a) Franchisee understands and acknowledges that the rights and duties created by this Agreement are personal to Franchisee. Franchisee acknowledges and that the Company has entered into this Agreement granted the Franchise in reliance on upon the individual or collective character, skill, aptitude, attitude, business ability, ability and financial capacity of Franchisee. Therefore, except as provided with respect to assignment to a corporation or partnership, neither the Franchise, the Restaurant (or any interest therein), nor any part or all of the ownership of the Franchise may be voluntarily, involuntarily, directly or indirectly assigned, sold, subdivided, subfranchised, issued or otherwise transferred by Franchisee (including without limitation by consolidation or merger) without the prior written approval of the Company, which approval shall not be unreasonably withheld. Such assignment or transfer without approval shall constitute a breach hereof and its owners. Franchisee and each owner of an interest in this Agreement represent, warrant, and agree that all “Interests” will convey no rights or interests in the Franchisee are owned in Franchise or the amount and manner in which Franchisee has disclosed them Restaurant to such assignee(s). Transferees shall be subject to the Company’s then current franchisee selection and qualification criteria. Grounds for withholding consent to an assignment or transfer include, as more particularly set forth in Schedule 1 but are not limited to: (i) the transfer is proposed to this Agreement. be made to any competitor of the Company or a transferee involved with a competitor of the Company; (An “Interest” means any shares or partnership interests in ii) the Franchisee and any other legal or equitable right in any of Franchisee’s stock, revenues, profits, rights or assets. When referring transfer is proposed to be made to a transferee who fails to demonstrate to the FranchiseeCompany’s rights satisfaction that it or assetsits owners and management meet the Company’s educational, an “Interest” also includes this Agreement managerial and business standards, possess good moral character, business reputations, and credit ratings, and have the Franchisee’s rights under aptitude and interest in this Agreement, ability to conduct 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 business contemplated 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 (iii) in 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 transfersole judgment, the furnishingsprice, interior and exterior décorpayment terms, items, supplies, fixtures, equipment, Franchisee’s lease or other material terms of the real transaction or personal property used any financing incurred in connection with the Restaurant. This Agreement may not be transferred by Franchisee transaction are so burdensome, individually or in the aggregate, as to a publicly-held entity, or to any entity whose direct or indirect parent’s securities are publicly traded and no shares threaten the continued operation of Franchisee or any direct or indirect owner of Franchisee may be offered for sale through the public offering of securitiesSteak n Shake Restaurant after the transfer.