Common use of Assignment by Franchisor Clause in Contracts

Assignment by Franchisor. (a) FRANCHISOR may Transfer this Agreement, and all of the rights and obligations of FRANCHISOR hereunder, to (i) an Affiliate of FRANCHISOR; or (ii) an IP Transferee (as defined in clause 18.7(b) below), and such Transfer shall inure to the benefit of the successors and assigns of FRANCHISOR. In the case of any such Transfer, each of Parent and Franchisee hereby grants its prior and irrevocable consent to such assignment, and waives any requirement of prior notice. FRANCHISOR will provide Franchisee with formal written notice of the Transfer within fifteen (15) days following its completion. Parent and Franchisee shall take all such actions as FRANCHISOR shall reasonably require or as required by applicable Law to effect such transfer. (b) For purposes of this clause 18.7, an “IP Transferee” means any Person to which FRANCHISOR sells, transfers, assigns, licenses or otherwise conveys the rights to the Popeyes Marks, Popeyes Domain Names and/or Popeyes Intellectual Property Rights previously licensed by FRANCHISOR hereunder for the operation of the Popeyes System in the Territory. (c) In any Transfer to an IP Transferee, FRANCHISOR shall assign this Agreement, and all of the rights and obligations of FRANCHISOR hereunder, to such IP Transferee, in which case the IP Transferee shall license such Popeyes Marks, Popeyes Domain Names and/or Popeyes Intellectual Property Rights to Franchisee as contemplated in this Agreement, and Franchisee’s rights and obligations hereunder shall remain in full force and effect. CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.

Assignment by Franchisor. (a) FRANCHISOR may Transfer this Agreement, and all of the rights and obligations of FRANCHISOR hereunder, to (i) an Affiliate of FRANCHISOR; or (ii) an IP Transferee (as defined in clause 18.7(b) below), ) and such Transfer shall inure to the benefit of the successors and assigns of FRANCHISOR. In the case of any such Transfer, each of Parent and Franchisee hereby grants its prior and irrevocable consent to such assignment, and waives any requirement of prior notice. FRANCHISOR will provide Franchisee with formal written notice of the Transfer within fifteen (15) days following its completion. Parent and Franchisee shall take all such actions as FRANCHISOR shall reasonably require or as required by applicable Law to effect such transfer. (b) For purposes of this clause 18.7, an “IP Transferee” means any Person to which FRANCHISOR sells, transfers, assigns, licenses or otherwise conveys the rights to the Popeyes MarksTxx Hortons Mxxxx, Popeyes Xxx Hortons Domain Names and/or Popeyes Txx Hortons Intellectual Property Rights previously licensed by FRANCHISOR hereunder for the operation of the Popeyes Txx Hortons System in the TerritoryTerritory to any Person. (c) In any Transfer to an IP Transferee, FRANCHISOR shall assign this Agreement, and all of the rights and obligations of FRANCHISOR hereunder, to such IP Transferee, in which case the IP Transferee shall license such Popeyes Txx Hortons Marks, Popeyes Txx Xxxxxx Domain Names and/or Popeyes Txx Hortons Intellectual Property Rights to Franchisee as contemplated in this Agreement, and Franchisee’s rights and obligations hereunder shall remain in full force and effect. CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv. (d) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTEDFranchisee hereby agrees and acknowledges that, in connection with the contemplated sale and transfer of the Txx Hortons Mxxxx, Xxx Hortons Domain Names and Txx Hortons Intellectual Property Rights for the Territory to TH APAC, FRANCHISOR may enter into a trademark license agreement with TH APAC and other ancillary documents to the extent necessary in order to facilitate TH APAC’s commercial franchise filing with MOFCOM to be a duly qualified franchisor in the Territory.