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 or other data, information or supporting record; (2) pay when due any amounts due to Franchisor or its Affiliates; or (3) otherwise materially comply with this Agreement, whether or not such failures are corrected after Notice of such failure is delivered to Franchisee; (L) Franchisor has delivered a Notice of termination of another Franchise Agreement with Franchisee in accordance with its terms and conditions, or Franchisee has terminated a Franchise Agreement without cause; (M) Franchisee fails to materially perform or observe any provision of any Lease and to cure such failure within the applicable cure period; and (N) Franchisee fails to pay when due any income, service, sales or other taxes due on the Restaurant’s operations, unless it is in good faith contesting its liability for such taxes and has effectively stayed the enforcement of liability for such taxes. (2) Franchisor may terminate this Agreement for failure by Franchisee (or any of its Owners) to comply with any other material provision of this Agreement including without limitation the representations and warranties contained in this Agreement, or any Standard material to operation of the Restaurant within thirty (30) days after Notice of such Event of Default is delivered to Franchisee. (3) This Agreement will automatically terminate upon any of the following: if any bankruptcy proceeding is commenced by or against Franchisee (or any Affiliate or Owner), the Franchisee makes an assignment for the benefit of creditors or admits in writing its insolvency or inability to pay its debts generally as they become due; Franchisee consents to the appointment of a receiver, trustee or liquidator of all or the substantial part of its property; the Restaurant is attached, seized, subjected to a writ or distress warrant or levied upon, unless such attachment, seizure, writ, warrant or levy is vacated within thirty (30) days after Notice from Franchisor; or any order appointing a receiver, trustee or liquidator of Franchisee or the Restaurant is not vacated within thirty (30) days following the entry of such order.
Appears in 1 contract
Samples: Franchise Agreement (Four Corners Property Trust, Inc.)
By Franchisor. The occurrence of any of Franchisor shall have 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 right to terminate this Agreement Agreement, effective thirty (30) days after upon delivery of written notice of termination to Franchisee of Notice as a result of the occurrence of Master Franchisee, that any one or more of the following Events of Default, unless a shorter time period is provided belowDefault shall have occurred:
(Aa) At any time, for more than a 30-day period, no Managing Owner nor any individual Master Franchisee shall have successfully completed the training program as provided in Section 7.1;
(b) The Master Franchisee or any of its Owners) Managing Owner has made any material misrepresentation or omission in connection with this Agreement that negatively impacts Franchisor;
(B) Franchisee fails its application 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 be 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 Master Franchisee;
(Ic) Master Franchisee fails shall have failed to pay any fees due hereunder to Franchisor within five (5) days after Notice of nonpayment is delivered to Franchisee;
(J) Franchisee understates Gross meet the Sales or fails to accurately report Gross Sales or fails to make payment of any amounts due to Franchisor, and Opening Goals set forth in Exhibit 1 and does not correct such failure within three (3) 90 days after Notice written notice of such failure to comply is delivered to Master Franchisee;
(Kd) Master 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 or other data, information or supporting record; (2) pay when due any amounts due to Franchisor or its Affiliates; or (3) otherwise materially comply with this Agreement, whether or not such failures are corrected after Notice of such failure is delivered to Franchisee;
(L) Franchisor has delivered a Notice of termination of another Franchise Agreement with Franchisee in accordance with its terms and conditions, or Franchisee has terminated a Franchise Agreement without cause;
(M) Franchisee fails to materially perform or observe any provision of any Lease and to cure such failure within the applicable cure period; and
(N) Franchisee fails to pay when due any income, service, sales or other taxes due on the Restaurant’s operations, unless it is in good faith contesting its liability for such taxes and has effectively stayed the enforcement of liability for such taxes.
(2) Franchisor may terminate this Agreement for failure by Franchisee (or any of its Owners) shall have failed to comply with any other material provision of this Agreement including without limitation the representations and warranties contained in this Agreementor any mandatory specification, standard, or operating procedure prescribed by Franchisor and does not correct such failure within 30 days after written notice of such failure to comply is delivered to Master Franchisee;
(e) Master Franchisee surrenders, transfers control of, or makes an unauthorized transfer of this Agreement or any Standard material person makes any unauthorized transfer of an ownership interest in Master Franchisee;
(f) Master Franchisee or any Managing Owner is convicted by a trial court of or pleads no contest to a felony, or to any other crime or offense that is, in the opinion of Franchisor, likely to adversely affect the goodwill associated with the Marks, or engages in any conduct which may adversely affect the reputation of the Fitness Together Personal Training Studios or the goodwill associated with the Marks;
(g) Master Franchisee or any Managing Owner is declared bankrupt or insolvent or voluntarily institutes a bankruptcy proceeding under the Bankruptcy Code or is adjudicated bankrupt as a result of an involuntary petition in bankruptcy being filed against it. (This provision may not be enforceable under federal bankruptcy law, 11 U.S.C. ss.ss. 101, et seq.);
(h) Master Franchisee abandons or cexxxx to operate the Master Franchisee Business for a period of 30 consecutive days or any shorter period that indicates an intent by Master Franchisee to discontinue operation of the Restaurant Master Franchisee Business unless precluded from doing so by an event beyond Master Franchisee's reasonable control, other than for financial reasons, or abandons any Franchised Location owned by Master Franchisee;
(i) Master Franchisee has been sent three notices of default by Franchisor within thirty a 12-month period, regardless of whether the defaults were cured by Master Franchisee; or
(30j) Fails to pay any amounts due Franchisor or its affiliates within 10 days after Notice of receiving notice that such Event of Default is delivered to Franchiseefees or amounts are overdue.
(3) This Agreement will automatically terminate upon any of the following: if any bankruptcy proceeding is commenced by or against Franchisee (or any Affiliate or Owner), the Franchisee makes an assignment for the benefit of creditors or admits in writing its insolvency or inability to pay its debts generally as they become due; Franchisee consents to the appointment of a receiver, trustee or liquidator of all or the substantial part of its property; the Restaurant is attached, seized, subjected to a writ or distress warrant or levied upon, unless such attachment, seizure, writ, warrant or levy is vacated within thirty (30) days after Notice from Franchisor; or any order appointing a receiver, trustee or liquidator of Franchisee or the Restaurant is not vacated within thirty (30) days following the entry of such order.
Appears in 1 contract
By Franchisor. The occurrence Franchisor may terminate this Agreement, at its option and without waiving any other rights (including the right to damages), effective upon delivery of any notice 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.termination to Franchisee, if:
(1) Franchisor may terminate Franchisee fails to develop the Outlet in accordance with this Agreement effective thirty and commence operation of business within the time period provided in this Agreement;
(302) days after delivery Franchisee fails to Franchisee of Notice as a result operate, abandons, surrenders or transfers control of the occurrence operation of the Outlet for any period of twenty-four (24) hours or longer without prior written approval of Franchisor;
(3) Franchisee or any of its Owners has made or makes any material misrepresentation or omission in the application for or acquisition of the rights under this Agreement, in materials submitted relating to a transfer, or in operating the Outlet or otherwise performing its obligations hereunder, including with respect to any Anti-Terrorism Laws, or has violated or violates any Anti-Terrorism Laws
(4) Franchisee or any of its Owners, or any of the following Events Management Personnel, is convicted by a trial court of, or pleads guilty or no contest to, a felony, or to another crime or offense, or engages in any misconduct or behavior, that might adversely affect the reputation of DefaultFranchisee, unless a shorter time period is provided below:the Outlet, any UFood Outlet, or the goodwill associated with the Marks;
(A5) Franchisee or any of its Owners makes a purported assignment or transfer in violation of this Agreement;
(6) Franchisee (or any of its Owners or employees) makes any unauthorized use or disclosure of or duplicates any Confidential Information or any part of the Manuals, makes any unauthorized use of the Marks or challenges or seeks to challenge the validity of Franchisor's or its Affiliates' rights in and to the Marks or the Confidential Information;
(7) Franchisee (or any of its Owners) has made applies for or otherwise obtains a registration of any material misrepresentation or omission Xxxx anywhere in connection with this Agreement that negatively impacts Franchisorthe world;
(B8) Franchisee's General Manager or any other employee of Franchisee fails to complete to Franchisor's reasonable satisfaction any of the training required pursuant to this Agreement within thirty (30) days of the date on which Franchisor gives written notice to Franchisee of such delinquency, and either (i) such failure results in a vacancy in a Management Personnel position or other position which, in the reasonable judgment of Franchisor, adversely affects Franchisee's ability to operate the Outlet in compliance with the System Standards and all other terms of this Agreement, or (ii) Franchisee fails promptly to begin operating replace such General Manager or other employee with another person who has the Restaurant as of qualifications required by this Agreement and is able successfully to complete the Re-Opening Daterequired training;
(C9) Franchisee abandons or fails actively loses the right 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 possession of the operation of Site and does not relocate 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 Outlet to another Site 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 terms of this Agreement;
(H10) 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 or other data, information or supporting record; (2) pay when due any amounts due to Franchisor or its Affiliates; or (3) otherwise materially comply with this Agreement, whether or not such failures are corrected after Notice of such failure is delivered to Franchisee;
(L) Franchisor has delivered a Notice of termination of another Franchise Agreement with Franchisee in accordance with its terms and conditions, or Franchisee has terminated a Franchise Agreement without cause;
(M) Franchisee fails to materially perform or observe any provision of any Lease and to cure such failure within the applicable cure period; and
(N) Franchisee fails to pay when due any income, service, sales or other taxes due on the Restaurant’s operations, unless it is in good faith contesting its liability for such taxes and has effectively stayed the enforcement of liability for such taxes.
(2) Franchisor may terminate this Agreement for failure by Franchisee (or any of its Owners) to comply with any other material provision of this Agreement including without limitation the representations and warranties contained in this Agreement, or any Standard material to operation of the Restaurant within thirty (30) days after Notice of such Event of Default is delivered to Franchisee.
(3) This Agreement will automatically terminate upon any of the following: if any bankruptcy proceeding is commenced by or against Franchisee (or any Affiliate or Owner), the Franchisee makes an assignment for the benefit of creditors or admits in writing its insolvency or inability to pay its debts generally as they become due; Franchisee consents to the appointment of a receiver, trustee trustee, or liquidator of all or the substantial part of its property; the Restaurant Outlet is attached, seized, subjected to a writ or distress warrant warrant, or levied upon, unless such the attachment, seizure, writ, warrant warrant, or levy is vacated within thirty (30) days after Notice from Franchisordays; or any order appointing a receiver, trustee trustee, or liquidator of Franchisee or the Restaurant Outlet is not vacated within thirty (30) days following the entry order's entry;
(11) Franchisee, any of its Owners or any member of their Immediate Families (whether or not bound by individual noncompetition undertakings), or other Persons who have executed such individual undertakings, violate the restrictions in this Agreement with respect to Competitive Businesses or Confidential Information;
(12) Franchisee fails to: (a) report accurately the Outlet's Gross Receipts, Nutritional Products Gross Receipts or F&B Gross Receipts; (b) make payments of any amounts due Franchisor or its Affiliates for Royalty Fees, Systemwide Advertising Fund contributions, purchases from Franchisor or its Affiliates, or any other amounts due; or (c) adhere to the Financing Plan in the form approved by Franchisor, and in any such event does not correct such failure within ten (10) days after written notice of such orderfailure is delivered to Franchisee;
(13) Franchisee or any of its Owners fails on three (3) or more separate occasions within any period of twenty-four (24) consecutive months to comply with any one or more provisions of this Agreement (whether the same provision or different provisions), whether or not such failures to comply are corrected after notice of default is given, or fails on two (2) or more separate occasions within any period of twelve (12) consecutive months to comply with the same provision under this Agreement, whether or not such failures to comply are corrected after notice of default is given;
(14) Franchisee or any of its Owners fails to comply with any other provision of this Agreement or any mandatory System Standard, or to pass Franchisor's quality control inspection, and does not correct such failure within thirty (30) days after Franchisee's receipt of Franchisor's written notice of such failure to comply;
(15) any license or permit necessary for the Outlet's proper operation is suspended, revoked or not renewed;
(16) Franchisee violates any health, safety, environmental or sanitation law, ordinance or regulation, or operates the Outlet in an unsafe manner, and does not immediately begin to cure the violation, and correct the violation to Franchisor's satisfaction within twenty-four (24) hours, after receiving written notice thereof;
(17) any franchise agreement or other material agreement between Franchisor (or any of its Affiliates) and Franchisee (or any of its Affiliates), (but excluding the Development Agreement, if applicable) is terminated by any party, excluding the permanent closing of any UFood Outlets with the prior written approval of Franchisor; or
(18) Franchisee has attempted to terminate this Agreement or any other franchise agreement with Franchisor without complying with Section 15.A. of this Agreement or the applicable section of such franchise agreement.
Appears in 1 contract
By Franchisor. The occurrence Franchisor may terminate this Agreement, at its option and without waiving any other rights (including the right to damages), effective upon delivery of any notice 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.termination to Developer, if:
(1) Franchisor may terminate Developer fails to satisfy the development obligations for any Sub-Area pursuant to 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:Agreement;
(A2) Franchisee (Developer or any of its Owners) Owners has made or makes any material misrepresentation or omission in connection its application or acquisition of the rights under this Agreement, in materials submitted relating to a transfer, or in otherwise performing its obligations hereunder, including with this Agreement that negatively impacts Franchisorrespect to any Anti-Terrorism Laws;
(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) Developer, any of its Owners 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 Development Manager is or has been held liable or convicted by a trial court of, or pleads guilty or has pleaded no contest to, to a felony or any other unlawful act crime or offense, or engages in any dishonest misconduct or unethical conduct which may materially and behavior, that might adversely affect the reputation of the Restaurant, any other Restaurant UFood Outlets or Developer or the goodwill associated with the Marks;
(F4) Franchisee (or its Owner Developer or any Affiliate) other Person makes an unauthorized Transfer pursuant to Section 17;
(G) Franchisee (a purported assignment 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 transfer in violation of this Agreement;
(H5) Franchisee violates Developer (or any Applicable Lawof its Owners or employees) makes any unauthorized use, disclosure or duplication of any of the Confidential Information, makes any unauthorized use of the Marks or challenges or seeks to challenge the validity of Franchisor's or its Affiliates' rights in and does not begin to immediately cure and correct the noncompliance Marks or violation within seventy-two (72) hours after Notice is delivered to Franchiseethe Confidential Information;
(I6) Franchisee fails to pay Developer (or any fees due hereunder to Franchisor within five (5of its Owners) days after Notice applies for or otherwise obtains a registration of nonpayment is delivered to Franchiseeany Xxxx anywhere in the world;
(J7) Franchisee understates Gross Sales Developer, any of its Owners, or fails any member of their Immediate Families (whether or not bound by individual noncompetition undertakings), or other Person who has executed such individual undertaking, violates the restrictions in this Agreement or such undertaking with respect to accurately report Gross Sales Competitive Businesses or Confidential Information;
(8) Developer fails to make payment payments of any amounts due to Franchisor, Franchisor or its Affiliates and does not correct such failure within three ten (310) days after Notice written notice of such failure is delivered to FranchiseeDeveloper;
(K9) Franchisee (Developer or any of its Owners) 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 or other data, information or supporting record; (2) pay when due any amounts due to Franchisor or its Affiliates; or (3) otherwise materially comply with any other provision of this Agreement, whether or Agreement and does not correct such failures are corrected failure within thirty (30) days after Notice written notice of such failure is delivered to FranchiseeDeveloper;
(L10) Franchisor has delivered a Notice notice of termination of another one (1) or more Franchise Agreements executed pursuant to this Agreement with Franchisee in accordance with its terms and conditions, or Franchisee Developer (or a Controlled Affiliate) has terminated attempted to terminate this Agreement or a Franchise Agreement with Franchisor without causecomplying with the appropriate termination provisions of this Agreement or such Franchise Agreement;
(M11) Franchisee fails to materially perform or observe any provision of any Lease and to cure such failure within the applicable cure period; and
(N) Franchisee fails to pay when due any income, service, sales or other taxes due on the Restaurant’s operations, unless it is in good faith contesting its liability for such taxes and has effectively stayed the enforcement of liability for such taxes.
(2) Franchisor may terminate this Agreement for failure by Franchisee (or any of its Owners) to comply with any other material provision of this Agreement including without limitation the representations and warranties contained in this Agreement, or any Standard material to operation of the Restaurant within thirty (30) days after Notice of such Event of Default is delivered to Franchisee.
(3) This Agreement will automatically terminate upon any of the following: if any bankruptcy proceeding is commenced by or against Franchisee (or any Affiliate or Owner), the Franchisee Developer makes an assignment for the benefit of creditors or admits in writing its insolvency or inability to pay its debts generally as they become due; Franchisee Developer consents to the appointment of a receiver, trustee trustee, or liquidator of all or the substantial part of its property; the Restaurant any portion of Developer's assets is attached, seized, subjected to a writ or distress warrant warrant, or levied upon, unless such the attachment, seizure, writ, warrant warrant, or levy is vacated within thirty (30) days after Notice from Franchisordays; or any order appointing a receiver, trustee trustee, or liquidator of Franchisee Developer or the Restaurant any portion of Developer's assets is not vacated within thirty (30) days following the entry order's entry; or
(12) Developer or any of its Owners fails on three (3) or more separate occasions within any period of twenty-four (24) consecutive months to comply with any one or more provisions of this Agreement (whether the same provision or different provisions), whether or not such orderfailures to comply are corrected after notice of default is given, or fails on two (2) or more separate occasions within any period of twelve (12) consecutive months to comply with the same provision of this Agreement, whether or not such failures to comply are corrected after notice of default is given.
Appears in 1 contract
Samples: Area Development Agreement (UFood Restaurant Group, Inc.)
By Franchisor. The occurrence rights, licenses and territorial exclusivity granted to the Master Franchisee under this Agreement have been granted in reliance on Master Franchisee’s representations and assurances, among others, that the conditions and obligations set forth in this Agreement will be met and performed in a timely manner. The rights, licenses and territorial exclusivity may be terminated or rescinded without the need of obtaining any judicial or administrative judgment, ruling, arbitration award or resolution of any kind, immediately upon written notice to Master Franchisee, which shall be deemed an incurable default of this Agreement (in the understanding that the termination or rescission of this Agreement shall become effective immediately upon delivery of the written notice of termination to Master Franchisee), and Master Franchisee will no longer have any of the rights created by this Agreement, upon the happening of any of the following will adversely and events:
1. In the event that Master Franchisee is adjudicated bankrupt, becomes insolvent (as revealed by its records or otherwise), or if Master Franchisee files a voluntary petition for commercial insolvency or suffers a permanent or temporary court-appointed receivership or examinership of substantially affect all of Master Franchisee’s property, makes a general assignment for the interests benefit of Franchisor and will be deemed an Event creditors or suffers the filing of Default constituting just cause for exercising any of a voluntary or involuntary bankruptcy petition which is not dismissed within one year after filing;
2. If Master Franchisee is dissolved;
3. If the remedies Master Franchisee fails to comply with the Development Schedule set forth herein.
(1) Franchisor may terminate in this Agreement effective thirty (30) and such default is not cured within 30 days after delivery Master Franchisee receives notice of such default;
4. If Master Franchisee fails to cause each Franchise Agreement to be executed in accordance with Sections 5 and 6;
5. If Master 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) Owner has made any a material misrepresentation or omission in connection its application for master license rights or with this Agreement that negatively impacts Franchisorrespect to its representations and agreements contained in Section 6;
(B) 6. If Master Franchisee fails to begin operating the Restaurant as or any 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 its Owners is or has been held liable or convicted by a trial court ofof or pleads guilty or not guilty to an indictable offence, pleads or has pleaded no contest toto any other crime or offence, a felony or other unlawful act or engages in any dishonest or unethical conduct which misconduct that may materially and adversely affect the reputation of the RestaurantMaster Franchisee, any other Restaurant its Owners or PLANETS BEACH® businesses or the goodwill or reputation associated with Marksthe Marks or the System;
(F) Franchisee (or its Owner or any Affiliate) makes an unauthorized Transfer pursuant to Section 17;
(G) Franchisee (or 7. If Master Franchisee, any of its Owners) makes , Affiliates or a Guarantor is listed by the United States or United Nations as being a terrorist, financier or terrorism, or otherwise restricted from doing business in or with the United States;
8. If the System, Master Franchisee or its Owners make any unauthorized use use, disclosure of, or disclosure duplication of any Confidential Information or usescopyrighted works, duplicates or discloses makes any portion unauthorized use of the Manuals Marks or the trade dress (decoration or image) of any PLANET BEACH® business;
9. Master Franchisee or its Owners violate the restrictions of Section 15 of this Agreement relating to the non-competition and confidentiality covenants;
10. Master Franchisee makes a transfer in violation of Section 12 of this Agreement;
11. Master Franchisee fails to make any monetary payments to Franchisor in accordance with the terms of this Agreement within ten (H10) Franchisee violates any Applicable Law, and does not begin days of notice of such failure provided to immediately cure and correct the noncompliance or violation within seventy-two (72) hours after Notice is delivered to Master Franchisee;
(I) 12. Master 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 Franchisorfails, 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 twelve (2412) consecutive months to do any one or more or combination of the following: (1) submit when due reports or other data, information or supporting record; (2) pay when due any amounts due to Franchisor or its Affiliates; or (3) otherwise materially comply with the terms of this Agreement, whether or not such failures to comply are corrected after Notice of such failure notice thereof is delivered to Master Franchisee;
(L) Franchisor has delivered a Notice of termination of another Franchise Agreement with 13. Master Franchisee in accordance with its terms and conditions, or Franchisee has terminated a Franchise Agreement without cause;
(M) Franchisee fails to materially perform or observe any provision of any Lease and to cure such failure within the applicable cure period; and
(N) Franchisee fails to pay when due any income, service, sales or other taxes due on the Restaurant’s operations, unless it is in good faith contesting its liability for such taxes and has effectively stayed the enforcement of liability for such taxes.
(2) Franchisor may terminate this Agreement for failure by Franchisee (or any of its Owners) Owners commit a material default under the terms of any other agreement with Franchisor, or its Affiliates and such default continues beyond any cure period after receipt of notice of such as provided in such other agreement;
14. Master Franchisee or any of its Owners commit an event of default under the terms of any loan or financing documents that results in the loss of any rights with respect to any material assets of Master Franchisee or in any PLANETS BEACH® business;
15. Master Franchisee fails to comply with any other material provision of this Agreement including without limitation the representations and warranties contained in this Agreement, or any Standard material to operation of the Restaurant and does not correct such failure within thirty (30) days after Notice written notice of such Event of Default failure is delivered to Master Franchisee.
(3) This Agreement will automatically terminate upon ; provided that, in relation to any of the following: if any bankruptcy proceeding is commenced by or against Franchisee (or any Affiliate or Owner), the Franchisee makes an assignment for the benefit of creditors or admits in writing its insolvency or inability to pay its debts generally as they become due; Franchisee consents to the appointment of a receiver, trustee or liquidator of all or the substantial part of its property; the Restaurant is attached, seized, subjected to a writ or distress warrant or levied upon, unless default that cannot be reasonably corrected within such attachment, seizure, writ, warrant or levy is vacated within thirty (30) days after Notice from Franchisor; period, Franchisor shall not exercise its right to terminate or any order appointing a receiverrescind this Agreement if Master Franchisee has continuously and diligently undertaken, trustee or liquidator of Franchisee or the Restaurant is not vacated and continues to utilize all best endeavors to bring itself into full compliance with this Agreement within such thirty (30) days following the entry day period and furnishes proof acceptable to Franchisor upon its request of such orderendeavors and the date on which full compliance was or will be achieved; or
16. If there is not substantial compliance with Section 5.F and 75% of the Franchisees provide a written petition to Franchisor that the Master Franchisee is not substantially providing the franchise support as outlined in their individual Franchise Agreement of which the Master Franchisee has direct control, Franchisor will immediately give written notice of such substantial non-compliance. Upon receipt of such notice of non-compliance and Franchisee petition the Master Franchisee will have ninety (90) days or such time as is reasonable to cure such defaults. The events of default and grounds for termination described in this Section will be independent and in addition to any other grounds for termination and remedies contained elsewhere in this Agreement or in any individual Franchise Agreement executed between Franchisor and the Master Franchisee. Upon termination or expiration of this Agreement, the Master Franchisee will not have further rights to receive any portion of any fees paid by Franchisees pursuant to any Franchise Agreement, and Franchisor will have complete and exclusive rights to the franchise and royalty fees collected from each PLANET BEACH® business within the Development Area should it obtain an assignment or novation of all of Master Franchisee’s rights under this Agreement in accordance with Section 14 of this Agreement. No right or remedy herein conferred upon or reserved to Franchisor is exclusive of any other right or remedy provided or permitted by law or equity.
Appears in 1 contract
Samples: Master Franchise Agreement (Planet Beach Franchising Corp)
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 FRANCHISOR may terminate this Agreement effective thirty (30) days after upon delivery of notice of termination to Franchisee of Notice as a result of the occurrence of any of the following Events of DefaultFRANCHISEE, unless a shorter time period is provided belowif:
(A1) Franchisee (FRANCHISEE or any of its Owners) has made any material misrepresentation owners makes an assignment for the benefit of creditors or omission in connection with this Agreement that negatively impacts Franchisoran admission of its/his inability to pay its/his obligations as they become due;
(B2) Franchisee FRANCHISEE or any of its owners files a voluntary petition in bankruptcy, files any pleading seeking any reorganization, liquidation or dissolution under any law, admits or fails to begin operating contest the Restaurant as material allegations of any such pleading filed against it/him, is adjudicated a bankrupt or insolvent, a receiver is appointed for a substantial part of the Re-Opening Dateassets of FRANCHISEE or any of its owners or the STORE, or the claims of creditors of FRANCHISEE or any of its owners or the STORE are abated or subject to a moratorium under any law;
(C3) Franchisee FRANCHISEE abandons or fails to actively to operate the Restaurant STORE 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 Majeuredays;
(D4) Franchisee FRANCHISEE or any of its owners surrenders or transfers Control control of the operation of the Restaurant STORE’s operations without FranchisorFRANCHISOR’s prior written consent;
(E5) Franchisee is FRANCHISEE suffers termination of or has been held liable fails to obtain renewal or extension of the lease or sublease for, or otherwise fails to maintain possession of the Location or a substitute premises approved by FRANCHISOR;
(6) FRANCHISEE submits to FRANCHISOR on two (2) or more separate occasions at any time during any two (2) year period of the term of the FRANCHISE a monthly report, financial statement, tax return, schedule or other information or supporting record which understates the gross sales of the STORE for any period by more than two percent (2%);
(7) FRANCHISEE operates the STORE in a manner that presents a health or safety hazard to its customers, employees or the public;
(8) FRANCHISEE or any of its owners are convicted by a court of, or pleads or has pleaded no contest or guilty to, a felony or other unlawful act crime which substantially impairs the goodwill associated with the Names and Marks or engages in any dishonest or unethical conduct misconduct which may materially and adversely affect affects the reputation of the Restaurant, any other Restaurant STORE or the goodwill associated with the Names and Marks;
(F9) Franchisee (or its Owner or any Affiliate) makes an unauthorized Transfer pursuant to Section 17;
(G) Franchisee (FRANCHISEE or any of its Owners) owners makes any an unauthorized use or disclosure of any Confidential Information or uses, duplicates or discloses any portion assignment of the Manuals in violation of FRANCHISE, this Agreement, the STORE or its assets or an ownership interest in FRANCHISEE as hereinafter defined in Paragraphs B and C of Section 15;
(H10) 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 FRANCHISEE fails to pay any fees amount owed to FRANCHISOR or its affiliates when the same is due hereunder to Franchisor and payable and does not correct such failure within five (5) days after Notice written notice of nonpayment such failure to comply is delivered to FranchiseeFRANCHISEE;
(J11) Franchisee understates Gross Sales or fails FRANCHISEE sells coffee not purchased from GJGC Corp. pursuant 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 Franchiseethe requirements set forth herein;
(K12) Franchisee (FRANCHISEE or any affiliate fails on two (2) or more separate occasions within any period of its Ownerstwelve (12) fails consecutive months, or on three (3) or more separate occasions within any period of twenty-four (24) consecutive months months, to do any one or more or combination of the following: (1) submit when due reports or other data, information or supporting record; (2) pay when due any amounts due to Franchisor or its Affiliates; or (3) otherwise materially comply with any provisions (whether the same or different) of this Agreement, any lease or sublease, any other agreement with FRANCHISOR and/or any affiliate and/or the OPERATING MANUAL, whether or not such failures to comply are corrected after Notice of such failure is delivered to Franchisee;timely corrected; or
(L13) Franchisor has delivered a Notice of termination of another Franchise Agreement with Franchisee in accordance with its terms and conditions, or Franchisee has terminated a Franchise Agreement without cause;
(M) Franchisee FRANCHISEE fails to materially perform or observe any provision of any Lease and to cure such failure within the applicable cure period; and
(N) Franchisee fails to pay when due any income, service, sales or other taxes due on the Restaurant’s operations, unless it is in good faith contesting its liability for such taxes and has effectively stayed the enforcement of liability for such taxes.
(2) Franchisor may terminate this Agreement for failure by Franchisee (or any of its Owners) to comply with any other material provision of this Agreement including without limitation the representations and warranties contained in this Agreement, any lease or sublease, any other agreement with FRANCHISOR and/or any of its affiliates or any Standard material to operation of the Restaurant mandatory specification, standard or operating procedure prescribed by FRANCHISOR and does not correct such failure within thirty fifteen (3015) days after Notice written notice of such Event of Default failure to comply (which shall describe the action that FRANCHISEE must take) is delivered to FranchiseeFRANCHISEE.
(3) This Agreement will automatically terminate upon any of the following: if any bankruptcy proceeding is commenced by or against Franchisee (or any Affiliate or Owner), the Franchisee makes an assignment for the benefit of creditors or admits in writing its insolvency or inability to pay its debts generally as they become due; Franchisee consents to the appointment of a receiver, trustee or liquidator of all or the substantial part of its property; the Restaurant is attached, seized, subjected to a writ or distress warrant or levied upon, unless such attachment, seizure, writ, warrant or levy is vacated within thirty (30) days after Notice from Franchisor; or any order appointing a receiver, trustee or liquidator of Franchisee or the Restaurant is not vacated within thirty (30) days following the entry of such order.
Appears in 1 contract
