Common use of Compliance with Franchise Agreement Clause in Contracts

Compliance with Franchise Agreement. To the extent any of the provisions of the Franchise Agreement impose a greater obligation on Lessee than the corresponding provisions of this Lease, then Lessee shall be obligated to comply with the provisions of the Franchise Agreement except in regard to those obligations which are the responsibility of Lessor as provided herein. It is the intent of the parties hereto that Lessee shall comply in every respect with the provisions of the Franchise Agreement so as to avoid any default thereunder during the term of this Lease. Lessee shall not terminate, extend or enter into any modification of the Franchise Agreement without in each instance first obtaining Lessor’s prior written consent. Lessor and Lessee agree to cooperate with each other in the event it becomes necessary to obtain a franchise extension or modification or a new franchise for the Leased Property, and in any transfer of the Franchise Agreement to Lessor (if applicable) or any designee of or any successor to Lessee (as applicable) upon the termination of this Lease. In the event of expiration or termination of a Franchise Agreement, for whatever reason, the Lessor will have the right, in its sole discretion, to approve any new Franchise Agreement for the Facility. If, upon any expiration or earlier termination of this Lease (other than upon an Event of Default by Lessee), a Franchise Agreement remains in effect, or would but for such expiration or termination remain in effect, Lessor shall indemnify, defend and hold Lessee harmless with respect to the obligations and liabilities arising thereunder after the date of expiration or termination of this Lease.

Compliance with Franchise Agreement. To the extent any of the provisions of the Franchise Agreement impose a greater obligation on Lessee than the corresponding provisions of this Lease, then Lessee shall be obligated to comply with with, and to take all reasonable actions necessary to prevent breaches or defaults under the provisions of the Franchise Agreement, except to the extent that Lessee is prevented from complying with the Franchise Agreement except because of Lessor's acts such as its breach of its obligations pursuant to Article XXXVIII. In the event Lessor's failure to fund any Capital Expenditure and/or to fulfill any PIP requirements of the franchisor under the Franchise Agreement, required to comply with the Franchise Agreement shall result in regard to those obligations which are the responsibility of a termination thereof, Lessee shall not be deemed in default hereunder and Lessor as provided hereinshall pay all termination fees and penalties incurred in connection therewith. It is the intent of the parties hereto that Lessee shall comply in every respect with the provisions of the Franchise Agreement so as to avoid any default thereunder during the term of this LeaseAgreement. Lessee shall not terminate, extend terminate or enter into any modification of the Franchise Agreement without in each instance first obtaining Lessor’s prior 's written consent. Lessor and Lessee agree to cooperate fully with each other in the event it becomes necessary (in the sole determination of Lessor) to obtain obtain, at Lessor's sole cost and expense, a franchise extension or modification or a new franchise for the Leased Property, and in any transfer transfer, at Lessor's sole cost and expense, of the Franchise Agreement to Lessor (if applicable) or any designee of Affiliate thereof or any other successor to Lessee (as applicable) upon the termination of this Lease. In Notwithstanding anything contained in this Article XXXVII, at any time after the Commencement Date, Lessor may, in Lessor's sole and absolute discretion, terminate (or direct Lessee to terminate) the Franchise Agreement and enter (or direct Lessee to enter) into a new franchise for the Leased Property; provided that (i) Lessor shall pay all termination fees and penalties including, but not limited to, liquidated damages, if any, arising from or related to such termination and any application fees, costs or expenses payable in connection with any new franchise of the Leased Property obtained by Lessor, and (ii) the parties shall agree on an appropriate adjustment in the Rent payable under this Lease in the event of expiration that the new franchise is reasonably anticipated to have a material impact on the revenues to be derived or termination of a Franchise Agreement, for whatever reason, the Lessor will have the right, in its sole discretion, expenses to approve any new Franchise Agreement for be incurred at the Facility. If, upon any expiration or earlier termination of this Lease (other than upon an Event of Default by Lessee), a Franchise Agreement remains in effect, or would but for such expiration or termination remain in effect, Lessor failing which the matter shall indemnify, defend and hold Lessee harmless with respect be submitted to the obligations and liabilities arising thereunder after the date of expiration or termination of this Leasearbitration under Section 40.2.

Compliance with Franchise Agreement. To the extent any of the ----------------------------------- provisions of the Franchise Agreement impose a greater obligation on Lessee Tenant than the corresponding provisions of this Lease, then Lessee Tenant shall be obligated to comply with the provisions of the Franchise Agreement except in regard (other than requirements with respect to those obligations which are the responsibility of Lessor as provided hereinCapital Improvements). It is the intent of the parties hereto that Lessee Tenant shall comply in every respect with the provisions of the Franchise Agreement so as to avoid any default thereunder during the term of this Lease. Lessee Tenant shall not terminate, extend or enter into any modification of the Franchise Agreement without in each instance first obtaining Lessor’s Landlord's prior written consent. Lessor Landlord and Lessee Tenant agree to cooperate with each other in the event it becomes necessary to obtain a franchise extension or modification or a new franchise for the Leased Property, and in any transfer of the Franchise Agreement to Lessor (if applicable) or Landlord or, any designee of Landlord or any successor to Lessee (as applicable) Tenant upon the termination of this Lease. In the event of expiration or termination of a Franchise Agreement, for whatever reason, the Lessor Landlord will have the right, in its sole discretion, to approve any new Franchise Agreement for the Facility. If, upon any expiration or earlier termination of this Lease (other than upon an Event of Default by LesseeTenant), a Franchise Agreement remains in effect, or would but for such expiration or termination remain in effect, Lessor Landlord shall indemnify, defend and hold Lessee Tenant harmless with respect to the obligations and liabilities arising thereunder after the date of expiration or termination of this Lease.

Compliance with Franchise Agreement. To the extent any of the provisions of the Franchise Agreement impose a greater obligation on Lessee than the corresponding provisions of this Lease, then Lessee shall be obligated to comply with the provisions of the Franchise Agreement except in regard to those obligations which are the responsibility of Lessor as provided herein. It is the intent of the parties hereto that Lessee shall comply in every respect with the provisions of the Franchise Agreement so as to avoid any default thereunder during the term of this Lease. Lessee shall not terminate, extend or enter into any modification of the Franchise Agreement without in each instance first obtaining Lessor’s 's prior written consent. Lessor and Lessee agree to cooperate with each other in the event it becomes necessary to obtain a franchise extension or modification or a new franchise for the Leased Property, and in any transfer of the Franchise Agreement to Lessor (if applicable) or any designee of or any successor to Lessee (as applicable) upon the termination of this Lease. In the event of expiration or termination of a Franchise Agreement, for whatever reason, the Lessor will have the right, in its sole discretion, to approve any new Franchise Agreement for the Facility. If, upon any expiration or earlier termination of this Lease (other than upon an Event of Default by Lessee), a Franchise Agreement remains in effect, or would but for such expiration or termination remain in effect, Lessor shall indemnify, defend and hold Lessee harmless with respect to the obligations and liabilities arising thereunder after the date of expiration or termination of this Lease.

Compliance with Franchise Agreement. If requested by Landlord, Tenant shall become the Franchisee under the Franchise Agreement, if any. To the extent any of the provisions of the Franchise Agreement impose a greater obligation on Lessee Landlord than the corresponding provisions of this LeaseAgreement, then Lessee Tenant shall be obligated to comply with with, and to take all reasonable actions necessary to prevent breaches or defaults under, the provisions of the Franchise Agreement except in regard to those obligations which are the responsibility of Lessor as provided hereinAgreement. It is the intent of the parties hereto that Lessee Tenant shall comply in every respect with the provisions of the Franchise Agreement so as to avoid any default thereunder during the term of this LeaseAgreement. Lessee Landlord shall not terminate, extend terminate or enter into any modification of the Franchise Agreement without in each instance first obtaining Lessor’s Tenant's written consent (which shall not be unreasonably withheld or delayed). Tenant shall not terminate the Franchise Agreement without Landlord's prior written consentconsent which may be withheld or granted in Landlord's sole discretion. Lessor Landlord and Lessee Tenant agree to cooperate fully with each other in the event it becomes necessary to obtain a franchise extension or modification or a new franchise for the Leased Property, and in any transfer of the Franchise Agreement to Lessor (if applicable) Landlord or any designee of Affiliate thereof or any other successor to Lessee (as applicable) Tenant upon the termination of this Lease. In the event of expiration or termination of a Franchise Agreement, for whatever reason, the Lessor will have the right, in its sole discretion, to approve any new Franchise Agreement for the Facility. If, upon any expiration or earlier termination of this Lease (other than upon an Event of Default by Lessee), a Franchise Agreement remains in effect, or would but for such expiration or termination remain in effect, Lessor shall indemnify, defend and hold Lessee harmless with respect to the obligations and liabilities arising thereunder after the date of expiration or termination of this Lease.

Compliance with Franchise Agreement. To the extent any of the provisions of the Franchise Agreement impose a greater obligation on Lessee than the corresponding provisions of this Lease, then Lessee shall be obligated to comply with the provisions of the Franchise Agreement except in regard to those obligations which are the responsibility of Lessor as provided herein. It is the intent of the parties hereto that Lessee shall comply in every respect with the provisions of the Franchise Agreement so as to avoid any default thereunder during the term of this Lease. Lessee shall not terminate, extend or enter into any modification of the Franchise Agreement (if applicable) without in each instance first obtaining Lessor’s 's prior written consent. Lessor and Lessee agree to cooperate with each other in the event it becomes necessary to obtain a franchise extension or modification or a new franchise for the Leased Property, and in any transfer of the Franchise Agreement to Lessor (if applicable) or any designee of or any successor to Lessee (as applicable) upon the termination of this Lease. In the event of expiration or termination of a Franchise Agreement, for whatever reason, the Lessor will have the right, in its sole discretion, to approve and/or execute any new Franchise Agreement for the Facility. If, upon any expiration or earlier termination of this Lease (other than upon an Event of Default by Lessee), a Franchise Agreement remains in effect, or would but for such expiration or termination remain in effect, Lessor shall indemnify, defend and hold Lessee harmless with respect to the obligations and liabilities arising thereunder after the date of expiration or termination of this Lease.

Compliance with Franchise Agreement. To the extent any of the provisions of the Franchise Agreement impose a greater obligation on Lessee than the corresponding provisions of this the Lease, then Lessee shall be obligated to comply with with, and to take all reasonable actions necessary to prevent breaches or defaults under, the provisions of the Franchise Agreement, except to the extent that Lessee is prevented from complying with the Franchise Agreement except in regard because of Lessor's breach of its obligations to those obligations which are the responsibility comply with Article 38 or any other breaches of Lessor as provided hereinunder this Lease. It is the intent of the parties hereto that Lessee shall comply in every respect all material respects with the provisions of the Franchise Agreement so as to avoid any default thereunder during the term of this LeaseTerm. Lessee shall not terminate, extend terminate or enter into any material modification of the Franchise Agreement without in each instance first obtaining Lessor’s prior 's written consent, which shall not be unreasonably withheld, delayed or conditioned. Lessor and Lessee agree to cooperate fully with each other in the event it becomes necessary to obtain a franchise extension or modification or a new franchise for the Leased Property, and in any transfer of the Franchise Agreement to Lessor (if applicable) or any designee of thereof or any other successor to Lessee (as applicable) upon the termination of this Lease, all at Lessor's sole cost and expense, including any product improvement (or similar) plan imposed by any new franchisor and transfer fees. In the event of expiration or termination of a the Franchise Agreement, and continuing compliance therewith, requires a Capital Expenditure, Lessee's obligations for whatever reasonmaking such required Capital Expenditure shall be limited to the Capital Expenditure Allowance, which Lessor shall make available for these purposes. In the Lessor will have event that sums in excess of the right, in its sole discretion, Capital Expenditures Allowance are required to approve any new comply with the Franchise Agreement for the Facility. If, upon any expiration or earlier termination of this Lease (other than upon an Event of Default by Lessee), a Franchise Agreement remains in effect, or would but for such expiration or termination remain in effectAgreement, Lessor shall indemnify, defend and hold Lessee harmless with respect to the obligations and liabilities arising thereunder after the date of expiration or termination of this Leasefund such additional sums.

Compliance with Franchise Agreement. To the extent any of the provisions of the Franchise Agreement impose a greater obligation on Lessee than the corresponding provisions of this Lease, then Lessee shall be obligated to comply with the provisions of the Franchise Agreement except in regard (other than requirements with respect to those obligations which are the responsibility of Lessor as provided hereinCapital Improvements). It is the intent of the parties hereto that Lessee shall 44 50 comply in every respect with the provisions of the Franchise Agreement so as to avoid any default thereunder during the term of this Lease. Lessee shall not terminate, extend or enter into any modification of the Franchise Agreement without in each instance first obtaining Lessor’s 's prior written consent. Lessor and Lessee agree to cooperate with each other in the event it becomes necessary to obtain a franchise extension or modification or a new franchise for the Leased Property, and in any transfer of the Franchise Agreement to Lessor (if applicable) or any designee of Lessor or any successor to Lessee (as applicable) upon the termination of this Lease. In the event of expiration or termination of a Franchise Agreement, for whatever reason, the Lessor will have the right, in its sole discretion, to approve any new Franchise Agreement for the Facility. If, upon any expiration or earlier termination of this Lease (other than upon an Event of Default by Lessee), a Franchise Agreement remains in effect, or would but for such expiration or termination remain in effect, Lessor shall indemnify, defend and hold Lessee harmless with respect to the obligations and liabilities arising thereunder after the date of expiration or termination of this Lease.

Compliance with Franchise Agreement. To the extent any of the provisions of the Franchise Agreement impose a greater obligation on Lessee than the corresponding provisions of this Lease, then Lessee shall be obligated to comply with the provisions of the Franchise Agreement except in regard (other than requirements with respect to those obligations which are the responsibility of Lessor as provided hereinCapital Improvements). It is the intent of the parties hereto that Lessee shall comply in every respect with the provisions of the Franchise Agreement so as to avoid any default thereunder during the term of this Lease. Lessee shall not terminate, extend or enter into any modification of the Franchise Agreement without in each instance first obtaining Lessor’s prior written consent. Lessor and Lessee agree to cooperate with each other in the event it becomes necessary to obtain a franchise extension or modification or a new franchise for the Leased Property, and in any transfer of the Franchise Agreement to Lessor (if applicable) or any designee of Lessor or any successor to Lessee (as applicable) upon the termination of this Lease. In the event of expiration or termination of a Franchise Agreement, for whatever reason, the Lessor will have the right, in its sole discretion, to approve any new Franchise Agreement for the Facility. If, upon any expiration or earlier termination of this Lease (other than upon an Event of Default by Lessee), a Franchise Agreement remains in effect, or would but for such expiration or termination remain in effect, Lessor shall indemnify, defend and hold Lessee harmless with respect to the obligations and liabilities arising thereunder after the date of expiration or termination of this Lease.

Compliance with Franchise Agreement. To the extent any of the provisions of the Franchise Agreement impose a greater obligation on Lessee than the corresponding provisions of this Lease, then Lessee shall be obligated to comply with with, and to take all reasonable actions necessary to prevent breaches or defaults under the provisions of the Franchise Agreement, except to the extent that Lessee is prevented from complying with the Franchise Agreement except because of Lessor's acts such as its breach of its obligations pursuant to Article XXXVIII. In the event Lessor's failure to fund any Capital Expenditure and/or to fulfill any PIP requirements of the franchisor under the Franchise Agreement, required to comply with the Franchise Agreement shall result in regard to those obligations which are the responsibility of a termination thereof, Lessee shall not be deemed in default hereunder and Lessor as provided hereinshall pay all termination fees and penalties incurred in connection therewith. It is the intent of the parties hereto that Lessee shall comply in every respect with the provisions of the Franchise Agreement so as to avoid any default thereunder during the term of this LeaseAgreement. Lessee shall not terminate, extend terminate or enter into any modification of the Franchise Agreement without in each instance first obtaining Lessor’s prior 's written consent. Lessor and Lessee agree to cooperate fully with each other in the event it becomes necessary (in the sole determination of Lessor) to obtain obtain, at Lessor's sole cost and expense, a franchise extension or modification or a new franchise for the Leased Property, and in any transfer transfer, at Lessor's sole cost and expense, of the Franchise Agreement to Lessor (if applicable) or any designee of Affiliate thereof or any other successor to Lessee (as applicable) upon the termination of this Lease. In Notwithstanding anything contained in this Article XXXVII, at any time after the event of expiration or termination of a Franchise AgreementCommencement Date, for whatever reason, the Lessor will have the rightmay, in its Lessor's sole and absolute discretion, terminate (or direct Lessee to approve terminate) the Franchise Agreement and enter (or direct Lessee to enter) into a new franchise for the Leased -79- 170 Property, provided that Lessor shall pay all termination fees and penalties including, but not limited to, liquidated damages, if any, arising from or related to such termination and any application fees, costs or expenses payable in connection with any new Franchise Agreement for franchise of the Facility. If, upon any expiration or earlier termination of this Lease (other than upon an Event of Default Leased Property obtained by Lessee), a Franchise Agreement remains in effect, or would but for such expiration or termination remain in effect, Lessor shall indemnify, defend and hold Lessee harmless with respect to the obligations and liabilities arising thereunder after the date of expiration or termination of this LeaseLessor.

Compliance with Franchise Agreement. To the extent any of the provisions of the Franchise Agreement impose a greater obligation on Lessee than the corresponding provisions of this Lease, then Lessee shall be obligated to comply with with, and to take all reasonable actions necessary to prevent breaches or defaults under the provisions of the Franchise Agreement, except to the extent that Lessee is prevented from complying with the Franchise Agreement except because of Lessor's acts such as its breach of its obligations pursuant to Article XXXVIII. In the event that Lessor's failure to fund any Capital Expenditure and/or to fulfill any PIP requirements of the franchisor under the Franchise Agreement shall result in regard to those obligations which are the responsibility of a termination thereof, Lessee shall not be deemed in default hereunder and Lessor as provided hereinshall pay all termination fees and penalties incurred in connection therewith. It is the intent of the parties hereto that Lessee shall comply in every respect with the provisions of the Franchise Agreement so as to avoid any default thereunder during the term of this LeaseAgreement. Lessee shall not terminate, extend terminate or enter into any modification of the Franchise Agreement without in each instance first obtaining Lessor’s prior 's written consent. Lessor and Lessee agree to cooperate fully with each other in the event it becomes necessary (in the sole determination of Lessor) to obtain obtain, at Lessor's sole cost and expense, a franchise extension or modification or a new franchise for the Leased Property, and in any transfer transfer, at Lessor's sole cost and expense, of the Franchise Agreement to Lessor (if applicable) or any designee of Affiliate thereof or any other successor to Lessee (as applicable) upon the termination of this Lease. In Notwithstanding anything contained in this Article XXXVII, at any time after the Commencement Date, Lessor may, in Lessor's sole and absolute discretion, terminate (or direct Lessee to terminate) the Franchise Agreement and enter (or direct Lessee to enter) into a new franchise for the Leased Property; provided that (i) Lessor shall pay all termination fees and penalties including, but not limited to, liquidated damages, if any, arising from or related to such termination and any application fees, costs or expenses payable in connection with any new franchise of the Leased Property obtained by Lessor, and (ii) the parties shall agree on an appropriate adjustment in the Rent payable under this Lease in the event of expiration that the new franchise is reasonably anticipated to have a material impact on the revenues to be derived or termination of a Franchise Agreement, for whatever reason, the Lessor will have the right, in its sole discretion, expenses to approve any new Franchise Agreement for be incurred at the Facility. If, upon any expiration or earlier termination of this Lease (other than upon an Event of Default by Lessee), a Franchise Agreement remains in effect, or would but for such expiration or termination remain in effect, Lessor failing which the matter shall indemnify, defend and hold Lessee harmless with respect be submitted to the obligations and liabilities arising thereunder after the date of expiration or termination of this Leasearbitration under Section 40.2.

Compliance with Franchise Agreement. If requested by Landlord, ----- ----------------------------------- Tenant shall become the Franchisee under the Franchise Agreement, if any. To the extent any of the provisions of the Franchise Agreement impose a greater obligation on Lessee Landlord than the corresponding provisions of this LeaseAgreement, then Lessee Tenant shall be obligated to comply with with, and to take all reasonable actions necessary to prevent breaches or defaults under, the provisions of the Franchise Agreement except in regard to those obligations which are the responsibility of Lessor as provided hereinAgreement. It is the intent of the parties hereto that Lessee Tenant shall comply in every respect with the provisions of the Franchise Agreement so as to avoid any default thereunder during the term of this LeaseAgreement. Lessee Landlord shall not terminate, extend terminate or enter into any modification of the Franchise Agreement without in each instance first obtaining Lessor’s Tenant's written consent (which shall not be unreasonably withheld or delayed). Tenant shall not terminate the Franchise Agreement without Landlord's prior written consentconsent which may be withheld or granted in Landlord's sole discretion. Lessor Landlord and Lessee Tenant agree to cooperate fully with each other in the event it becomes necessary to obtain a franchise extension or modification or a new franchise for the Leased Property, and in any transfer of the Franchise Agreement to Lessor (if applicable) Landlord or any designee of Affiliate thereof or any other successor to Lessee (as applicable) Tenant upon the termination of this Lease. In the event of expiration or termination of a Franchise Agreement, for whatever reason, the Lessor will have the right, in its sole discretion, to approve any new Franchise Agreement for the Facility. If, upon any expiration or earlier termination of this Lease (other than upon an Event of Default by Lessee), a Franchise Agreement remains in effect, or would but for such expiration or termination remain in effect, Lessor shall indemnify, defend and hold Lessee harmless with respect to the obligations and liabilities arising thereunder after the date of expiration or termination of this Lease.

Compliance with Franchise Agreement. To the extent any of the provisions of the Franchise Agreement impose a greater obligation on Lessee Tenant than the corresponding provisions of this Lease, then Lessee Tenant shall be obligated to comply with the provisions of the Franchise Agreement except in regard (other than requirements with respect to those obligations which are the responsibility of Lessor as provided hereinCapital Improvements). It is the intent of the parties hereto that Lessee Tenant shall comply in every respect with the provisions of the Franchise Agreement so as to avoid any default thereunder during the term of this Lease. Lessee Tenant shall not terminate, extend or enter into any modification of the Franchise Agreement without in each instance first obtaining LessorLandlord’s prior written consent. Lessor Landlord and Lessee Tenant agree to cooperate with each other in the event it becomes necessary to obtain a franchise extension or modification or a new franchise for the Leased Property, and in any transfer of the Franchise Agreement to Lessor (if applicable) Landlord or any designee of Landlord or any successor to Lessee (as applicable) Tenant upon the termination of this Lease. In the event of expiration or termination of a Franchise Agreement, for whatever reason, the Lessor Landlord will have the right, in its sole discretion, to approve any new Franchise Agreement for the Facility. If, upon any expiration or earlier termination of this Lease (other than upon an Event of Default by LesseeTenant), a Franchise Agreement remains in effect, or would but for such expiration or termination remain in effect, Lessor Landlord shall indemnify, defend and hold Lessee Tenant harmless with respect to the obligations and liabilities arising thereunder after the date of expiration or termination of this Lease.