By Master Franchisee Sample Clauses

By Master Franchisee. Master Franchisee understands and acknowledges that the rights and duties created by this Agreement are personal to Master Franchisee and Owners and that Franchisor has entered into this Agreement in reliance upon the individual or collective character, skill, aptitude, attitude, business ability and financial capacity of Master Franchisee and Owners. Therefore, neither this Agreement, a Controlling Interest in Master Franchisee, nor any Franchise Agreement may be transferred, in a single transfer or a series of transfers, without the prior written approval of Franchisor. Any such transfer without such approval shall constitute a breach hereof and shall convey no rights to or interests in this Agreement or any Franchise Agreement. Master Franchisee agrees to reimburse Franchisor for all reasonable expenses incurred by Franchisor in evaluating and approving a proposed transfer. As used in this Agreement, the term “transfer” shall include, without limitation, whether voluntary or involuntary, direct or indirect; an assignment, novation, sale, gift or pledge; the grant of a mortgage, charge, lien or security interest including, without limitation, the grant of a collateral assignment; a merger or consolidation, or issuance of additional Ownership Interests or redemption of Ownership Interests; a sale of voting interests of securities convertible to voting interests, or an agreement granting the right to exercise, or control the exercise, of voting rights of any holder of an Ownership Interest; and a transfer that occurs as a result of divorce, insolvency, corporate or partnership dissolution, or upon death, by will, intestate succession or by declaration of, or transfer to, a trust. Franchisor will not unreasonably withhold or delay its consent to the transfer of any interest in the Master Franchisee; provided, however, that prior to the time of the transfer, Franchisor may, in its sole discretion require that: (i) the transferee demonstrate to Franchisor’s satisfaction that it meets Franchisor’s requirements that existed under the original Agreement and have the adequate financial resources and capital to manage the Development Area; (ii) transferee must submit to Franchisor an application in the form prescribed by Franchisor; (iii) transferee or transferee’s manager must complete any training course then in effect for Master Franchisee, at transferee’s expense and upon such other terms and conditions as Franchisor may reasonably require; (iv) except in the ...
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By Master Franchisee. If Master Franchisee is in full compliance with this Agreement and Franchisor materially breaches this Agreement, Master Franchisee may terminate this Agreement effective sixty (60) days after delivery of written notice of termination if Master Franchisee gives written notice of such breach to Franchisor and Franchisor does not cure such breach within sixty (60) days after delivery of notice of such breach; or, if such breach cannot reasonably be cured within sixty (60) days after delivery of notice of such breach, Franchisor does not undertake within sixty (60) days after delivery of such notice, and continue until completion, reasonable endeavors to cure such breach. Any termination of this Agreement by Master Franchisee other than as provided in this Subsection A shall be deemed a termination by Master Franchisee without cause.
Sample 1
By Master Franchisee. The rights and duties created by this Agreement are personal to Master Franchisee and its Owners, and a material cause for Franchisor’s willingness to enter into this Agreement is its reliance on the individual and collective character, skill, aptitude, business ability, and financial capacity of Master Franchisee and Master Franchisee’s Owners. Therefore, without Franchisor’s prior written consent, none of Master Franchisee’s obligations under this Agreement, no Ownership Interests in Master Franchisee or in Master Franchisee’s Owners, and no interest in this Agreement may be transferred, sold, assigned, delegated or encumbered (a “Transfer”), including by way of an initial public offering, a private offering, or a transfer to or merger with an existing public company, without Franchisor’s prior written consent, which Franchisor may withhold or condition in its sole and unfettered discretion.
Sample 1
By Master Franchisee. If Master Franchisee is itself in substantial compliance with this Agreement, and if Franchisor materially breaches this Agreement, Master Franchisee may terminate this Agreement effective 60 days after delivery of written notice of termination if Master Franchisee first gives Franchisor written notice of such breach and Franchisor does not cure such breach within 60 days after delivery of notice of such breach; provided, however, that if Franchisor cannot reasonably correct the breach within the 60-day period but provides Master Franchisee, within the 60-day period, with reasonable evidence of its efforts to correct the breach within a reasonable time period, then the cure period shall run through the end of such reasonable time period.
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By Master Franchisee. 24 13.3 FRANCHISOR'S RIGHT OF FIRST REFUSAL...................24 13.4
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By Master Franchisee. 25 14.2 BY FRANCHISOR.........................................26
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By Master Franchisee. Master Franchisee may terminate this Agreement at any time during the term hereof with 180 days advance written notice to Franchisor.
Sample 1
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By Master Franchisee. This Agreement and the Master Franchise are personal to the Master Franchisee and neither this Agreement, the Franchise, nor any part of the direct or indirect controlling ownership interest of the Master Franchisee (which shall mean and include voting shares and securities convertible thereto, in the Master Franchisee) may be (and the Master Franchisee shall ensure that they are not) voluntarily, involuntarily, directly or indirectly assigned or otherwise transferred or encumbered by the Master Franchisee without the consent of Franchisor, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Master Franchisee shall be permitted to transfer this Agreement to an affiliate controlled by Master Franchisee so long as applicable withholding taxes does not exceed Ten percent (10%) with respect to all fees and royalties due and payable under this Agreement. Any purported assignment, transfer or encumbrance in violation of this Agreement shall be void and shall constitute a breach of this Agreement.
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Related to By Master Franchisee

  • Franchisee A “franchisee” is a retailer or distributor who is authorized or permitted, under a franchise, to use a trademark in connection with the sale, consignment, or distribution of motor fuel.

  • Licensee Licensee represents and warrants that:

  • Existing Management and Franchise Agreements Seller has furnished to Buyer true and complete copies of the Existing Management Agreement and the Existing Franchise Agreement, which constitutes the entire agreement of the parties thereto with respect to the subject matter thereof and which have not been amended or supplemented in any respect. There are no other management agreements, franchise agreements, license agreements or similar agreements for the operation or management of the Hotel or relating to the Brand, to which Seller is a party or which are binding upon the Property, except for the Existing Management Agreement and the Existing Franchise Agreement. The Improvements comply with, and the Hotel is being operated in accordance with, all requirements of such Existing Management Agreement and the Existing Franchise Agreement and all other requirements of the Existing Manager and the Franchisor, including all “brand standard” requirements of the Existing Manager and the Franchisor. The Existing Management Agreement and the Existing Franchise Agreement are in full force and effect, and shall remain in full force and effect until the termination of the Existing Management Agreement and the Existing Franchise Agreement at Closing, as provided in Article V hereof. No default has occurred and is continuing under the Existing Management Agreement or the Existing Franchise Agreement, and no circumstances exist which, with the giving of notice, the lapse of time or both, would constitute such a default.

  • PRODUCER S DELIVERY AND IID ACCEPTANCE OF ENERGY FROM PLANT ----------------------------------------------------------- Whenever electric output from the Plant exceeds Producer's power requirements, Producer shall deliver all such excess output to IID for delivery to SCE and IID shall accept such output for delivery to SCE and deliver such output to SCE pursuant to a transmission service agreement to be entered into between Producer and IID.

  • Franchise Agreement (a) Except as provided in this Agreement, the Properties shall at all times be operated in accordance with the terms and conditions of the Franchise Agreements. Borrower shall, or shall cause Operating Lessee to cause Manager to, (i) pay all sums required to be paid by Borrower, Operating Lessee and/or Manager under the Franchise Agreements, (ii) diligently perform, observe and enforce all of the terms, covenants and conditions of the Franchise Agreements, (iii) promptly deliver to Lender a copy of any written notice to Borrower or Operating Lessee of any default by Borrower, Operating Lessee and/or Manager under the Franchise Agreements and notify Lender of any material default under the Franchise Agreements of which it is aware, (iv) promptly deliver to Lender a copy of any written notice to Franchisor of any default by Franchisor under the Franchise Agreements, (v) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of non-performance, report and estimate (a) received by Borrower or Operating Lessee under the Franchise Agreements and (b) required to be delivered by Borrower, Operating Lessee and/or Manager to Franchisor under the Franchise Agreements, (vi) complete all work required under any PIP on or prior to the Outside Date, (vii) not modify or amend the Franchise Agreements to the extent such modification or amendment could reasonably be expected to have a Material Adverse Effect, and (viii) except as provided in clause (b) below not terminate, cancel, or replace the Franchise Agreements, nor replace the Franchisor, nor waive or release any of its rights and remedies under the Franchise Agreements in any material respect, without Lender’s prior written consent. Each request by Borrower for approval and consent by Lender pursuant to this Section 5.25 shall be in writing and contain a legend in capitalized bold letters on the top of the cover page stating: “LENDER’S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS. LENDER’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN LENDER’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED” and Borrower shall include the following documentation with such request all materials reasonably necessary in order for Lender to evaluate such matter. In the event that Lender fails to grant or withhold its approval and consent to such matter within such ten (10) Business Day period (and, in the case of a withholding of consent, stating the grounds therefor in reasonable detail), then, so long as no Event of Default is continuing, Lender’s approval and consent shall be deemed to have been granted. There shall be no administrative or approval fee in connection with this Section 5.25(a), but Borrower shall pay any out-of-pocket costs and expenses incurred by Lender.

  • Franchise Agreements The Franchise Agreements are in full force and effect. There is no default thereunder by any party thereto and no circumstance, condition or event has occurred that, with the passage of time and/or giving of notice, would constitute a default thereunder or entitle Franchisor to terminate any Franchise Agreement. All franchise fees, reservation fees, royalties, marketing fees and other sums and payable due under the Franchise Agreements have been paid in full or are current. A true, correct and complete copy of the Franchise Agreements, together with all amendments and ancillary agreements or side letters related thereto, have been delivered to Lender. The Loan, and the encumbrance of the Collateral as security for the Loan, will not cause Mortgage Borrower to violate any financial covenants contained in any Franchise Agreement.

  • Licensor any Person from whom a Grantor obtains the right to use any Intellectual Property. Lien: any Person’s interest in Property securing an obligation owed to, or a claim by, such Person, whether such interest is based on common law, statute or contract, including liens, security interests, pledges, hypothecations, statutory trusts, reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases, and other title exceptions and encumbrances affecting Property. Lien Waiver: an agreement, in form and substance satisfactory to Collateral Agent, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Collateral Agent to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on the Collateral, agrees to hold any Documents in its possession relating to the Collateral as agent for Collateral Agent, and agrees to deliver the Collateral to Collateral Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Collateral Agent’s Lien, waives or subordinates any Lien it may have on the Collateral, and agrees to deliver the Collateral to Collateral Agent upon request; and (d) for any Collateral subject to a Licensor’s Intellectual Property rights, the Licensor grants to Collateral Agent the right, vis-à-vis such Licensor, to enforce Collateral Agent’s Liens with respect to the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License.

  • End Users LICENSEE agrees to require all direct recipients of Licensed Products to whom Licensed Products are sold, leased, or otherwise disposed of by LICENSEE or its sublicensees, to look only to LICENSEE and not to LICENSOR or its affiliates for any claims, warranties, or liability relating to such Licensed Products. LICENSEE agrees to take all steps to reasonably assure itself that Licensed Products sold, leased or otherwise disposed of by or for LICENSEE is being used for permitted purposes only.

  • Franchise Fees Lessee will maintain in full force and effect, and pay or cause to be paid all fees and other charges payable pursuant to, any Franchise Agreement with respect to the Hotel.

  • Third Party Vendors Nothing herein shall impose any duty upon DST in connection with or make DST liable for the actions or omissions to act of the following types of unaffiliated third parties: (a) courier and mail services including but not limited to Airborne Services, Federal Express, UPS and the U.S. Mails, (b) telecommunications companies including but not limited to AT&T, Sprint, MCI and other delivery, telecommunications and other such companies not under the party’s reasonable control, and (c) third parties not under the party’s reasonable control or subcontract relationship providing services to the financial industry generally, such as, by way of example and not limitation, the National Securities Clearing Corporation (processing and settlement services), Fund custodian banks (custody and fund accounting services) and administrators (blue sky and Fund administration services), and national database providers such as Choice Point, Acxiom, TransUnion or Lexis/Nexis and any replacements thereof or similar entities, provided, if DST selected such company, DST shall have exercised due care in selecting the same. Such third party vendors shall not be deemed, and are not, subcontractors for purposes of this Agreement.

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