By Franchisor. The occurrence of any of the following will adversely and substantially affect the interests of Franchisor and will be deemed an Event of Default constituting just cause for exercising any of the remedies set forth herein.
(1) Franchisor may terminate this Agreement effective thirty (30) days after delivery to Franchisee of Notice as a result of the occurrence of any of the following Events of Default, unless a shorter time period is provided below:
(A) Franchisee (or any of its Owners) has made any material misrepresentation or omission in connection with this Agreement that negatively impacts Franchisor;
(B) Franchisee fails to begin operating the Restaurant as of the Re-Opening Date;
(C) Franchisee abandons or fails actively to operate the Restaurant for three (3) or more consecutive Business Days, unless the Restaurant has been closed for a purpose Franchisor has approved or because of an Event of Force Majeure;
(D) Franchisee surrenders or transfers Control of the operation of the Restaurant without Franchisor’s prior written consent;
(E) Franchisee is or has been held liable or convicted by a court of, pleads or has pleaded no contest to, a felony or other unlawful act or engages in any dishonest or unethical conduct which may materially and adversely affect the reputation of the Restaurant, any other Restaurant or the goodwill associated with Marks;
(F) Franchisee (or its Owner or any Affiliate) makes an unauthorized Transfer pursuant to Section 17;
(G) Franchisee (or any of its Owners) makes any unauthorized use or disclosure of any Confidential Information or uses, duplicates or discloses any portion of the Manuals in violation of this Agreement;
(H) Franchisee violates any Applicable Law, and does not begin to immediately cure and correct the noncompliance or violation within seventy-two (72) hours after Notice is delivered to Franchisee;
(I) Franchisee fails to pay any fees due hereunder to Franchisor within five (5) days after Notice of nonpayment is delivered to Franchisee;
(J) Franchisee understates Gross Sales or fails to accurately report Gross Sales or fails to make payment of any amounts due to Franchisor, and does not correct such failure within three (3) days after Notice of such failure is delivered to Franchisee;
(K) Franchisee (or any of its Owners) fails on three (3) or more separate occasions within any period of twenty-four (24) consecutive months to do any one or more or combination of the following: (1) submit when due reports o...
By Franchisor. This Agreement may be assigned by Franchisor or by any successor, to any party or corporation which may succeed to the business of Franchisor or of such successor by sale of assets, merger, or consolidation or otherwise, and may also be assigned by Franchisor or by such successor to the shareholders thereof in connection with any distribution of the assets of said party or corporation, provided, the assignee assumes the responsibilities and obligations of Franchisor under this Agreement.
By Franchisor. In the event Franchisee is sued for damages in any suit or action based on grounds of Franchisee's infringing use of any Proprietary Mark xxxensed to Franchisee by Franchisor, or of Franchisee's infringing use of materials provided to Franchisee by Franchisor for use in the franchised The Princeton Review business, Franchisor shall defend the suit or action and shall indemnify Franchisee for all damages awarded, provided: Franchisee gives Franchisor immediate notice of any suits or actions instituted or threatened against Franchisee and reasonably cooperates in its defense, and Franchisor has the sole right to control the defense of, and the sole discretion to compromise and settle, any such suit or action.
By Franchisor. This Agreement shall be fully transferable by Franchisor.
By Franchisor. This Agreement may be assigned and transferred by Franchisor and will benefit Franchisor's successors and assigns. Any such assignment or transfer will require the assignee to fulfill Franchisor's obligations under this Agreement.
By Franchisor. Franchise Owner acknowledges that the strict performance of all the terms of this Agreement is necessary not only for protection of the Franchisor, but also for the protection of Franchise Owner and other r franchise owners of the Franchisor. As a result, Franchise Owner the reform acknowledges and agrees that strict and exact performance by Franchise Owner ofeach of the covenants and conditions contained in this Agreement is a condition precedent to the continuation of this Agreement. If Franchise Owner shall breach any provision of this Agreement, then the Franchisor shall notify Franchise Owner in writing of such breach, specifying its nature and giving Franchise Owner thirty (30) days in which to remedy same. If Franchise Owner shall fail to remedy such breach during said thirty (30) days, then the Franchisor may terminate this Agreement and the Franchise effective immediately upon receipt by Franchise Owner of notice of termination. Termination of Franchise -- Without Cure Notwithstandingthe foregoing, Franchise Owner shall bedeemed to be in breach and the Franchisor, at its option, may terminate this Agreement and all rights granted under it, without affording Franchise Owner any opportunity to cure the breach, effective immediately upon the Franchisor notifying Franchise Owner in writing of such breach, upon the occurrence of any of the following:
By Franchisor. This Agreement is fully transferable by Franchisor, and Franchisor may assign or delegate any or all of its rights and obligations under this Agreement to an Affiliate or an unaffiliated third party.
By Franchisor. Franchisor may, at its option, terminate the Agreement Term or the Development Term, effective upon the delivery of written notice of termination to Master Franchisee or, if applicable, upon Master Franchisee’s failure to cure a breach of this Agreement before the expiration of any period of time within which such breach may be cured in accordance with the provisions set forth below, if:
(a) Master Franchisee or an Owner makes a Transfer in violation of Section 12.2;
(b) Master Franchisee or an Owner of a Controlling Interest in Master Franchisee is convicted by a trial court of, or pleads guilty to, a crime or offense that may adversely affect the goodwill associated with the Marks or the reputation of Restaurants, or engages in conduct that Franchisor, in its reasonable judgment, believes may adversely affect its reputation or the goodwill associated with the Marks; Muscle Maker Development International LLCMaster Franchise Agreement – Saudi Arabia1419.001.308072.5
(c) Master Franchisee or an Owner applies for trademark or service mxxx registration of any of the Marks anywhere in the world, or makes any unauthorized use of the Marks or an unauthorized use or disclosure of Confidential Information;
(d) Master Franchisee becomes insolvent in the sense that Master Franchisee is unable to pay its bills as they become due or its liabilities exceed its assets; Master Franchisee makes an assignment for the benefit of creditors or a written admission of its inability to pay its obligations as they become due, files a voluntary petition in bankruptcy, files any pleading seeking any reorganization, liquidation or dissolution under any law, admits or fails to contest the material allegations of any such pleading filed against it, or is adjudicated a bankrupt or insolvent; a receiver, trustee, liquidator or other Person acting in a comparable capacity is appointed for a substantial part of its assets; or the claims of creditors of Master Franchisee or its Owners are abated or subject to a moratorium under any law;
(e) Master Franchisee or any Restricted Person violates the restrictions set forth in Section 8 (Confidential Information) or Section 9 (Exclusive Relationship);
(f) Master Franchisee fails to pay any amount when due hereunder to Franchisor and does not correct such failure within 10 days after written notice thereof;
(g) any Franchise Agreement is terminated due to Master Franchisee’s fault;
(h) Master Franchisee fails to strictly comply with the Developm...
By Franchisor. Developer shall be in default and Franchisor may, in its sole discretion, immediately terminate this Agreement and all rights granted hereunder, without affording Developer any opportunity to cure the default (except as specifically noted below or otherwise required by law) effective upon notice to Developer, upon the occurrence of any of the following events, each of which shall be deemed to be a material event of default:
(1) If Developer shall become insolvent or shall have made a general assignment for the benefit of creditors; or a petition under any section or chapter of federal bankruptcy laws or under any similar law or statute of the United States or any state thereof shall have been filed by Developer or such a petition shall have been filed against and not opposed by Developer; or Developer admits in writing its inability to pay its debts when due; or Developer shall have been adjudicated bankrupt or insolvent in proceedings filed against Developer under any section or chapter of federal bankruptcy law or any similar law or statute of the United States or any state thereof; or a xxxx in equity or other proceeding for the appointment of a receiver of Developer or other custodian for Developer's business or assets shall have been filed and not opposed by Developer; or a receiver or other custodian (permanent or temporary) of Developer's assets or property, or any part thereof, shall have been appointed by any court of competent jurisdiction; or proceedings for a composition with creditors under any state or federal law shall have been instituted by or against Developer; or a final judgment against Developer shall have remained unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond shall have been filed); or if Developer is dissolved; or execution shall have been levied against Developer, Developer's Store or property; or suit to foreclose any lien or mortgage against the premises or equipment shall have been instituted against the premises or equipment of any business operated hereunder and not dismissed within thirty (30) days; or the real or personal property of any business operated hereunder shall be sold after levy thereupon by any sheriff, xxxxxxxx or constable;
(2) If Developer fails to acquire a site for a Store within forty- five (45) days following the date of this Agreement; provided, however, under such circumstances, Franchisor shall, subject to Developer's compliance with the post-termination obligations und...
By Franchisor. FRANCHISOR will develop, prepare and offer to FRANCHISEE (with or without charge) such posters, ad formats, direct mail, point of sale and other advertising materials for the STORE as FRANCHISOR deems appropriate and will implement a marketing program as described below. FRANCHISEE shall be required to participate in all advertising and/or promotional campaigns which FRANCHISOR may establish.
