Conditions for Approval of Transfer. If you and your Principal Owners are in full compliance with this Agreement, we will not unreasonably withhold our approval of a Transfer that meets all the applicable requirements of this Section 14. The person or entity to whom you wish to make the Transfer, or its principal owners (“Proposed New Owner”), must be individuals of good moral character and otherwise meet our then-applicable standards for The Joint Corp. Location franchisees. If you propose to Transfer this Agreement, the Franchise or its assets, or any Interest, or if any of your Principal Owners proposes to Transfer a controlling Interest in you or make a Transfer that is one of a series of Transfers which taken together would constitute the Transfer of a controlling Interest in you, then all of the following conditions must be met before or at the time of the Transfer: (a) the Proposed New Owner must have sufficient business experience, aptitude, and financial resources to operate the Franchise; (b) you must pay any amounts owed for purchases from us and our affiliates, and any other amounts owed to us or our affiliates which are unpaid; (c) the Proposed New Owner’s directors and such other personnel as we may designate must have successfully completed our Initial Training program, and shall be legally authorized and have all licenses necessary to perform the services offered by the Franchise. The Proposed New Owner shall be responsible for any wages and compensation owed to, and the travel and living expenses (including all transportation costs, room, board and meals) incurred by, the attendees who attend the Initial Training program; (d) if your lease for the Premises requires it, the lessor must have consented to the assignment of the lease of the Premises to the Proposed New Owner; (e) you (or the Proposed New Owner) must pay us a Transfer fee equal to seventy-five percent (75%) of the then current initial franchise fee we charge to new Start-up Location franchisees, and must reimburse us for any reasonable expenses incurred by us in investigating and processing any Proposed New Owner where the Transfer is not consummated for any reason; (f) you and your Principal Owners and your and their spouses must execute a general release (in a form satisfactory to us) of any and all claims you and/or they may have against us, our affiliates, and our and our affiliates’ respective officers, directors, employees, and agents; The Joint…The Chiropractic Place™ Franchise Agreement (g) we must approve the material terms and conditions of the proposed Transfer, including without limitation that the price and terms of payment are not so burdensome as to adversely affect the operation of the Franchise; (h) the Franchise and the Premises shall have been placed in an attractive, neat and sanitary condition; (i) you and your Principal Owners must enter into an agreement with us providing that all obligations of the Proposed New Owner to make installment payments of the purchase price (and any interest on it) to you or your Principal Owners will be subordinate to the obligations of the Proposed New Owner to pay any amounts payable under this Agreement or any new Franchise Agreement that we may require the Proposed New Owner to sign in connection with the Transfer; (j) you and your Principal Owners must enter into a non-competition agreement wherein you agree not to engage in a competitive business for a period of two (2) years after the Transfer and within twenty-five (25) miles of your Franchise Premises or any other The Joint Corp. Location franchise location; (k) the Franchise shall have been determined by us to contain all equipment and fixtures in good working condition, as were required at the initial opening of the Franchise. The Proposed New Owner shall have agreed, in writing, to make such reasonable capital expenditures to remodel, equip, modernize and redecorate the interior and exterior of the premises in accordance with our then existing plans and specifications for a The Joint Corp. Location franchise, and shall have agreed to pay our expenses for plan preparation or review, and site inspection; (l) upon receiving our consent for the Transfer or sale of the Franchise, the Proposed New Owner shall agree to assume all of your obligations under this Agreement in a form acceptable to us, or, at our option, shall agree to execute a new Franchise Agreement with us in the form then being used by us. We may, at our option, require that you guarantee the performance, and obligations of the Proposed New Owner; and (m) you must have properly offered us the opportunity to exercise our right of first refusal as described below, and we must have then declined to exercise it. The Joint…The Chiropractic Place™ Franchise Agreement
Appears in 2 contracts
Samples: Franchise Agreement (JOINT Corp), Franchise Agreement (JOINT Corp)
Conditions for Approval of Transfer. If you (and your Principal Owners owners) are in full compliance with this Agreement, then subject to the other provisions of this section , we will not unreasonably withhold our approval of approve a Transfer transfer that meets all the applicable requirements of this Section 14section. The person or entity to whom you wish to make the Transfer, or proposed transferee and its principal direct and indirect owners (“Proposed New Owner”), must be individuals of good moral character and otherwise meet our then-then applicable standards for The Joint Corp. Location franchiseesEVOS® Restaurant franchise owners. A transfer of ownership, possession or control of the Restaurant may be made only in conjunction with a transfer of this Agreement. If you propose to Transfer the transfer is of this Agreement, the Franchise Agreement or its assetsa controlling interest in you, or any Interest, or if any of your Principal Owners proposes to Transfer a controlling Interest in you or make a Transfer that is one of a series of Transfers transfers which taken together would in the aggregate constitute the Transfer transfer of this Agreement or a controlling Interest interest in you, then all of the following conditions must be met before prior to or at concurrently with the time effective date of the Transfertransfer:
(a) the Proposed New Owner must have transferee has sufficient business experience, aptitudecharacter, aptitude and financial resources to operate the FranchiseRestaurant;
(b) you must pay any have paid all Royalties, System Fund contributions, Co-op fund contributions, amounts owed for purchases from us and our affiliates, and any all other amounts owed to us or our affiliates which are unpaidto third-party creditors and have submitted all required reports and statements;
(c) the Proposed New Owner’s directors and such other personnel as we may designate must transferee (or its owners) have successfully completed agreed to complete our Initial Training standard training program, and shall be legally authorized and have all licenses necessary to perform the services offered by the Franchise. The Proposed New Owner shall be responsible for any wages and compensation owed to, and the travel and living expenses (including all transportation costs, room, board and meals) incurred by, the attendees who attend the Initial Training programat their expense;
(d) if your lease for the Premises requires it, the lessor must have consented transferee has agreed to the assignment be bound by all of the lease terms and conditions of the Premises to the Proposed New Ownerthis Agreement;
(e) you (or the Proposed New Owner) must pay us a Transfer fee equal to seventytransferee has entered into our then-five percent (75%) current form of the then current initial franchise fee we charge to new Start-up Location franchisees, and must reimburse us for any reasonable expenses incurred by us in investigating and processing any Proposed New Owner where the Transfer is not consummated for any reasonFranchise Agreement;
(f) the transferee agrees to upgrade the Restaurant to conform to our then-current standards and specifications;
(g) you or the transferee pay us a transfer fee equal to $7,000 to defray expenses we incur in connection with the transfer, including the costs of training the transferee (or its owners) and other personnel. If the proposed transfer is among your owners, the transfer fee will be equal to $1,500 (However, in addition to such fees you will remain responsible for any lodging and meal expenses associated with our on-site training of your personnel, if any);
(h) you (and your Principal Owners and your and their spouses must execute transferring owners) have signed a general release (release, in a form satisfactory to us) , of any and all claims you and/or they may have against us, our affiliates, us and our and our affiliates’ respective shareholders, officers, directors, employees, employees and agents; The Joint…The Chiropractic Place™ Franchise Agreement;
(gi) we must approve have approved the material terms and conditions of the proposed Transfer, including without limitation such transfer and determined that the price and terms of payment are will not so burdensome as to adversely affect the transferee’s operation of the Franchise;
(h) the Franchise and the Premises shall have been placed in an attractive, neat and sanitary condition;
(i) you and your Principal Owners must enter into an agreement with us providing that all obligations of the Proposed New Owner to make installment payments of the purchase price (and any interest on it) to you or your Principal Owners will be subordinate to the obligations of the Proposed New Owner to pay any amounts payable under this Agreement or any new Franchise Agreement that we may require the Proposed New Owner to sign in connection with the TransferRestaurant;
(j) if you or your owners finance any part of the sale price of the transferred interest, you and/or your owners have agreed that all of the transferee’s obligations pursuant to any promissory notes, agreements or security interests that you or your owners have reserved in the Restaurant are subordinate to the transferee’s obligation to pay Royalties, System Fund contributions, Co-op fund contributions and your Principal Owners must enter into a non-competition agreement wherein you agree not other amounts due to engage in a competitive business for a period of two (2) years after the Transfer us and within twenty-five (25) miles of your Franchise Premises or any other The Joint Corp. Location franchise locationotherwise to comply with this Agreement;
(k) you and your transferring owners (and your and your owners’ spouses and children) have signed a non-competition covenant in favor of us and the Franchise shall have been determined by us transferee agreeing to contain all equipment and fixtures in good working conditionbe bound, as were required at commencing on the initial opening effective date of the Franchise. The Proposed New Owner shall have agreedtransfer, by the restrictions contained in writing, to make such reasonable capital expenditures to remodel, equip, modernize and redecorate the interior and exterior of the premises in accordance with our then existing plans and specifications for a The Joint Corp. Location franchise, and shall have agreed to pay our expenses for plan preparation or review, and site inspection;this Agreement; and
(l) upon receiving you and your transferring owners have agreed that you and they will not directly or indirectly at any time or in any manner (except with respect to other EVOS® Restaurants you own and operate) identify yourself or themselves or any business as a current or former EVOS® Restaurant, or as one of our consent licensees or franchise owners, use any Mxxx, any colorable imitation of a Mxxx, or other indicia of an EVOS® Restaurant in any manner or for the Transfer any purpose or sale of the Franchiseutilize for any purpose any trade name, the Proposed New Owner shall agree to assume all of your obligations under this Agreement in trade or service mxxx or other commercial symbol that suggests or indicates a form acceptable to us, or, at our option, shall agree to execute a new Franchise Agreement connection or association with us in the form then being used by us. We may, at our option, require that you guarantee the performance, and obligations of the Proposed New Owner; and
(m) you must have properly offered us the opportunity are not obligated to exercise our right of first refusal as described below, and we must have then declined to exercise it. The Joint…The Chiropractic Place™ Franchise Agreementprovide transferees on-site pre-opening or grand opening assistance.
Appears in 1 contract
Conditions for Approval of Transfer. If you (and your Principal Owners owners) are in full compliance with this Agreement, then subject to the other provisions of this Section 18, we will not unreasonably withhold our approval of approve a Transfer transfer that meets all the applicable requirements of this Section 14Section. The person or entity to whom you wish to make the Transfer, or proposed transferee and its principal direct and indirect owners (“Proposed New Owner”), must be individuals of good moral character and otherwise meet our then-then applicable standards for The Joint Corp. Location WOB Store franchisees. If you propose to Transfer A transfer of ownership, possession or control of the WOB Store may be made only in conjunction with a transfer of this Agreement, . If the Franchise transfer is of this Agreement or its assetsa controlling interest in you, or any Interest, or if any of your Principal Owners proposes to Transfer a controlling Interest in you or make a Transfer that is one of a series of Transfers transfers which taken together would in the aggregate constitute the Transfer transfer of this Agreement or a controlling Interest interest in you, then all of the following conditions must be met before prior to or at concurrently with the time effective date of the Transfertransfer:
(a) the Proposed New Owner must have transferee has sufficient business experience, aptitude, aptitude and financial resources to operate the FranchiseWOB Store;
(b) you must pay any have paid all Royalties, Marketing and Development Fund contributions, amounts owed for purchases from us and our affiliates, and any all other amounts owed to us or our affiliates which are unpaidto third-party creditors and have submitted all required reports and statements;
(c) the Proposed New Owner’s directors transferee (or its Operating Partner) and such other personnel as we may designate must its managerial employee (if different from your manager) have successfully completed agreed to complete our Initial Training program, and shall be legally authorized and have all licenses necessary to perform the services offered by the Franchise. The Proposed New Owner shall be responsible for any wages and compensation owed to, and the travel and living expenses (including all transportation costs, room, board and meals) incurred by, the attendees who attend the Initial Training standard training program;
(d) if your lease for the Premises requires it, the lessor must have consented transferee has agreed to the assignment be bound by all of the lease terms and conditions of the Premises to the Proposed New Owner;this Agreement
(e) you (or the Proposed New Owner) transferee pay us a transfer fee equal to 50% of the then-current Franchise Fee (the "Transfer Fee"), payable prior to consummation of the transfer. The Transfer Fee is used to defray expenses we incur in connection with the transfer and the costs of training up to 2 trainees of the transferee (one of whom must be a managerial employee responsible for WOB Store operations). We may provide training to other employees. If we do so, you or the transferee must pay us a Transfer fee equal not to seventy-five percent exceed $7,500 per person trained by us (75%) of other than the then current initial franchise fee we charge 2 trainees described above). You must pay all travel and living expenses for you, other trainees and your employees to new Start-up Location franchiseesattend the training. This subsection will not apply if the proposed transfer is among your owners, and must but the transferee is required to reimburse us for any reasonable expenses incurred by us administrative costs we incur in investigating and processing any Proposed New Owner where connection with the transfer. If the proposed transfer is to an existing WORLD OF BEER® franchisee, the Transfer Fee is not consummated for any reason10% of the then-current Franchise Fee, payable in the same manner described above;
(f) you (and your Principal Owners and your and their spouses must execute transferring owners) have executed a general release (release, in a form satisfactory to us) , of any and all claims you and/or they may have against us, our affiliates, us and our and our affiliates’ respective shareholders, officers, directors, employees, employees and agents; The Joint…The Chiropractic Place™ Franchise Agreement;
(g) we must approve have approved the material terms and conditions of the proposed Transfer, including without limitation such transfer and determined that the price and terms of payment are will not so burdensome as to adversely affect the transferee's operation of the FranchiseWOB Store;
(h) if you or your owners finance any part of the Franchise sale price of the transferred interest, you and/or your owners have agreed that all of the transferee's obligations pursuant to any promissory notes, agreements or security interests that you or your owners have reserved in the WOB Store are subordinate to the transferee's obligation to pay Royalties, Marketing and the Premises shall have been placed in an attractive, neat Development Fund contributions and sanitary conditionother amounts due to us and otherwise to comply with this Agreement;
(i) you and your Principal Owners must enter into an agreement with transferring owners have executed a non-competition covenant in favor of us providing that all obligations and the transferee agreeing to be bound, commencing on the effective date of the Proposed New Owner to make installment payments of transfer, by the purchase price (and any interest on it) to you or your Principal Owners will be subordinate to the obligations of the Proposed New Owner to pay any amounts payable under post-term competitive restrictions otherwise contained in this Agreement or any new Franchise Agreement that we may require the Proposed New Owner to sign in connection with the Transfer;Agreement; and
(j) you and your Principal Owners must enter into a non-competition agreement wherein transferring owners have agreed that you agree and they will not directly or indirectly at any time or in any manner (except with respect to engage in a competitive business for a period of two (2other WOB Stores you own and operate) years after the Transfer and within twenty-five (25) miles of your Franchise Premises identify yourself or themselves or any business as a current or former WOB Store, or as one of our licensees or franchisees, use any Xxxx, any colorable imitation of a Xxxx, or other The Joint Corp. Location franchise location;
(k) the Franchise shall have been determined by us to contain all equipment and fixtures indicia of a WOB Store in good working conditionany manner or for any purpose or utilize for any purpose any trade name, as were required at the initial opening of the Franchise. The Proposed New Owner shall have agreed, in writing, to make such reasonable capital expenditures to remodel, equip, modernize and redecorate the interior and exterior of the premises in accordance trade or service xxxx or other commercial symbol that suggests or indicates a connection or association with our then existing plans and specifications for a The Joint Corp. Location franchise, and shall have agreed to pay our expenses for plan preparation or review, and site inspection;
(l) upon receiving our consent for the Transfer or sale of the Franchise, the Proposed New Owner shall agree to assume all of your obligations under this Agreement in a form acceptable to us, or, at our option, shall agree to execute a new Franchise Agreement with us in the form then being used by us. We may, at our option, require that you guarantee the performance, and obligations of the Proposed New Owner; and
(m) you must have properly offered us the opportunity to exercise our right of first refusal as described below, and we must have then declined to exercise it. The Joint…The Chiropractic Place™ Franchise Agreement.
Appears in 1 contract
Conditions for Approval of Transfer. If you (and your Principal Owners owners) are in full compliance fully complying with this Agreement, we will not unreasonably withhold our approval of a Transfer that meets all then, subject to the applicable requirements other provisions of this Section 14. The person or entity to whom you wish to make the Transfer11, or its principal owners (“Proposed New Owner”), must be individuals we will approve a transfer of good moral character and otherwise meet our then-applicable standards for The Joint Corp. Location franchisees. If you propose to Transfer this Agreement, the Franchise or its assets, all or any Interest, or if any of your Principal Owners proposes to Transfer a controlling Interest in you or make a Transfer that is one of a series of Transfers which taken together would constitute the Transfer of a controlling Interest in you, then all of the following conditions must be met before or at the time of the TransferFACILITIES operated hereunder:
(a1) the Proposed New Owner must have transferee has sufficient business experience, aptitude, aptitude and financial resources to operate the FranchiseFACILITY;
(b2) you must pay any have paid all Royalties, amounts owed for purchases from us and our affiliates, and any other amounts owed to us or third-party creditors, have submitted all required reports and statements and have not violated any provision of this Agreement, any Lease or any other agreement with us during the ninety (90) day period before you requested our affiliates which are unpaidconsent to the transfer;
(c3) the Proposed New Owner’s directors transferee and such other personnel as we may designate must have successfully completed our Initial Training program, its owners and shall be legally authorized and have all licenses necessary to perform the services offered by the Franchise. The Proposed New Owner shall be responsible for any wages and compensation owed to, and the travel and living expenses (including all transportation costs, room, board and meals) incurred by, the attendees who attend the Initial Training programaffiliates are not engaged in a Competitive Business;
(d4) if your lease for you are allowed to transfer the Premises requires it, the lessor must have consented to the assignment of the lease of the Premises to the Proposed New OwnerLease;
(e5) you or the transferee pays us a training fee equal to our then-current transfer fee;
(6) [intentionally omitted]
(7) you (or the Proposed New Owner) must pay us a Transfer fee equal to seventy-five percent (75%) of the then current initial franchise fee we charge to new Start-up Location franchisees, and must reimburse us for any reasonable expenses incurred by us in investigating and processing any Proposed New Owner where the Transfer is not consummated for any reason;
(f) you and your Principal Owners and your and their spouses must execute transferring owners) have executed a general release (release, in a form satisfactory to us) , of any and all claims you and/or they may have against us, our affiliates, us and our and our affiliates’ respective shareholders, officers, directors, employees, employees and agents; The Joint…The Chiropractic Place™ Franchise Agreement;
(g8) we have determined that the purchase price and payment terms will not adversely affect the transferee's operation of the FACILITY;
(9) we must approve if you or your owners finance any part of the material sale price of the transferred interest, you and/or your owners have agreed that all of the transferee's obligations under any promissory notes, agreements or security interests that you or your owners have reserved in the FACILITY are subordinate to the transferee's obligation to pay Royalties and other amounts due to us and otherwise to comply with this Agreement;
(10) you and your transferring owners (and your and your owners' spouses and children) will not, for a two (2) year period commencing on the effective date of the transfer, engage in any of the activities proscribed in Section 14.D. below;
(11) you and your transferring owners have agreed that you and they will not directly or indirectly at any time or in any manner (except in other Cookie System Facilities you own and operate) identify yourself or themselves or any business as a current or former Cookie System Facility, or as one of our licensees, use any Xxxx, any colorable imitation of a Xxxx or other indicia of a Cookie System Facility in any manner or for any purpose or utilize for any purpose any trade name, trade or service xxxx or other commercial symbol that suggests or indicates a connection or association with us;
(12) you or the transferee has agreed to any refurbishment of the FACILITY required by us to bring the FACILITY in compliance with the then current standards and trade dress; and
(13) the transferee has agreed to be bound by all of the terms and conditions of this Agreement, the transferee and its owners comply with Section 1.C. of this Agreement, and you and each of your owners sign and deliver to us the transfer and related agreements that we specify in which you and these owners agree to remain fully and primarily liable for all obligations under this Agreement, any Lease and any other agreements with us through their remaining terms. If, after a transfer which satisfies these conditions, a default occurs under this Agreement and the transferee voluntarily returns possession of the FACILITY to us on terms we deem acceptable, then, if you and your owners who signed this Agreement perform all of the obligations arising under this Agreement (including paying any amounts owed by the transferee), any Lease or any other agreement with us, we will allow you to assume possession of the FACILITY under this Agreement. If the proposed Transfertransfer is among your owners, including without limitation subparagraphs (5) and (6) of the above requirements will not apply, although the transferee must reimburse us for any administrative costs we incur in the transfer. We can review all information regarding the FACILITY that you furnish to the price transferee, correct any information that we believe is inaccurate and terms give the transferee copies of payment are not so burdensome as any reports that you have submitted to adversely affect us or we have made regarding the FACILITY. If we approve the transfer, we will sign a general release of any and all claims against you and your shareholders, officers, directors, employees and agents relating only to your operation of the Franchise;
(h) the Franchise and the Premises shall have been placed in an attractive, neat and sanitary condition;
(i) you and your Principal Owners must enter into an agreement with us providing that all obligations of the Proposed New Owner to make installment payments of the purchase price FACILITY being transferred (and any interest on it) to no other Cookie System Facility that you or your Principal Owners will be subordinate owners operate), provided, however, that we reserve the right to audit your pre-transfer books and records and to recover any amounts owed to us that the obligations audit discloses accrued before the effective date of the Proposed New Owner to pay any amounts payable under this Agreement or any new Franchise Agreement that we may require the Proposed New Owner to sign in connection with the Transfer;
(j) you and your Principal Owners must enter into a non-competition agreement wherein you agree not to engage in a competitive business for a period of two (2) years after the Transfer and within twenty-five (25) miles of your Franchise Premises or any other The Joint Corp. Location franchise location;
(k) the Franchise shall have been determined by us to contain all equipment and fixtures in good working condition, as were required at the initial opening of the Franchise. The Proposed New Owner shall have agreed, in writing, to make such reasonable capital expenditures to remodel, equip, modernize and redecorate the interior and exterior of the premises in accordance with our then existing plans and specifications for a The Joint Corp. Location franchise, and shall have agreed to pay our expenses for plan preparation or review, and site inspection;
(l) upon receiving our consent for the Transfer or sale of the Franchise, the Proposed New Owner shall agree to assume all of your obligations under this Agreement in a form acceptable to us, or, at our option, shall agree to execute a new Franchise Agreement with us in the form then being used by us. We may, at our option, require that you guarantee the performance, and obligations of the Proposed New Owner; and
(m) you must have properly offered us the opportunity to exercise our right of first refusal as described below, and we must have then declined to exercise it. The Joint…The Chiropractic Place™ Franchise Agreementtransfer.
Appears in 1 contract
Conditions for Approval of Transfer. If you (and your Principal Owners owners) are in full compliance substantially complying with this Agreement, then, subject to the other provisions of this Section 8, we will not unreasonably withhold our approval of approve a Transfer transfer that meets all of the applicable requirements in this Section 8.C. You must pay us Two Thousand Five Hundred Dollars ($2,500) for processing and related costs we incur. In the event of a transfer to one of your affiliates of this Section 14. The person Agreement (or entity to whom you wish to make any interest in this Agreement), a Controlling Ownership Interest in the TransferHotel or substantially all of the assets of the Hotel, or its principal owners (“Proposed New Owner”), must be individuals of good moral character and otherwise meet our then-applicable standards for The Joint Corp. Location franchisees. If you propose to Transfer this Agreement, the Franchise or its assets, or any Interest, or if any of your Principal Owners proposes to Transfer a controlling Controlling Ownership Interest in you or make a Transfer that is one of a series of Transfers which taken together would constitute your owners, we will waive the Transfer of a controlling Interest in you$2,500 processing fee. If the proposed transfer requires our prior written approval pursuant to Section 8.B. above, then all of the following conditions must be met before or at concurrently with the time effective date of the Transfertransfer:
(a1) the Proposed New Owner must have sufficient transferee has the necessary business experience, aptitude, and financial resources to operate the Franchise;Hotel and meets our then applicable standards for Hyatt Place Hotel franchisees. The proposed transferee must submit to us a complete application for a new franchise agreement (the “Change of Ownership Application”), accompanied by payment of our then current application fee (although no such fee is due if the transfer is to the spouse, child, parent, or sibling of the owner(s) or from one owner to another, or if to an affiliate in which you or your owners own a Controlling Interest). If we do not approve the Change of Ownership Application, we will refund any application fee paid, if any, less Two Thousand Five Hundred Dollars ($2,500) for processing costs (if to a non-affiliate). We will process the Change of Ownership Application according to our then current procedures, including review of criteria and requirements regarding upgrading the Hotel, credit, background investigations, operations ability and capacity, prior business dealings, market feasibility, guarantees, and other factors concerning the proposed transferee(s) (and, if applicable, its owner(s)) we deem relevant. We have sixty (60) days from receipt of the completed and signed application to consent or withhold our consent to the proposed transfer.
(b2) you must pay any have paid all Royalty Fees, Contributions, and other amounts owed for purchases from us and to us, our affiliates, and third party vendors; have submitted all required reports and statements; and have not violated any material provision of this Agreement or any other amounts owed agreement with us during both the sixty (60) day period before you requested our consent to us or our affiliates which are unpaidthe transfer and the period between your request and the effective date of the transfer;
(c3) the Proposed New Ownertransferee’s directors general manager and such other key personnel as we may designate must have successfully completed specify, if different from your general manager and key personnel, satisfactorily complete our Initial Training program, and shall be legally authorized and have all licenses necessary to perform the services offered by the Franchise. The Proposed New Owner shall be responsible for any wages and compensation owed to, and the travel and living expenses (including all transportation costs, room, board and meals) incurred by, the attendees who attend the Initial Training programrequired training programs;
(d4) the transferee and its owners shall (if the transfer is of this Agreement), or you and your lease for owners shall (if the Premises requires ittransfer is of a Controlling Ownership Interest in you or one of your owners), sign a new franchise agreement and related documents (including guarantees and assumptions of obligations) in substantially the same form as this Agreement and the related documents executed in connection herewith, the lessor must have consented term of which franchise agreement will be equal to the assignment remaining unexpired portion of the lease of the Premises to the Proposed New OwnerTerm;
(e5) you (or the Proposed New Ownerand your transferring owners) must pay us a Transfer fee equal to seventy-five percent (75%) of the sign our then current initial franchise fee we charge to new Start-up Location franchiseesform of termination agreement and a mutual general release, and must reimburse us for any reasonable expenses incurred by us in investigating and processing any Proposed New Owner where the Transfer is not consummated for any reason;
(f) you and your Principal Owners and your and their spouses must execute a general release (in a form satisfactory to us) , of any and all claims you and/or they may have against usus and our owners, our affiliates, and our and our affiliates’ respective officers, directors, employees, and agents; The Joint…The Chiropractic Place™ Franchise agents (not to include claims subject to indemnification obligations under this Agreement);
(g6) we must approve the material terms and conditions of the proposed Transfer, including without limitation have determined that the purchase price and payment terms of payment are will not so burdensome as to adversely affect the transferee’s operation of the FranchiseHotel;
(h7) you sign all documents we request evidencing your agreement to remain liable for all obligations to us and our affiliates existing before the Franchise and effective date of the Premises shall have been placed in an attractive, neat and sanitary condition;transfer; and
(i8) except to the extent you maintain a current Hyatt Place franchise agreement at another hotel, you will not directly or indirectly at any time or in any manner identify yourself or themselves in any business as a current or former Hyatt Place Hotel or as one of our franchisees; use any Proprietary Xxxx, any colorable imitation of a Proprietary Xxxx, or other indicia of a Hyatt Place Hotel in any manner or for any purpose; or utilize for any purpose any trade name, trade or service xxxx, or other commercial symbol that suggests or indicates a connection or association with us. We may review all information regarding the Hotel that you give the proposed transferee, correct any information that we believe is inaccurate, and give the transferee copies of any reports that you have given us or we have made regarding the Hotel. Notwithstanding the foregoing, if this Agreement is being transferred to a single third-party purchaser (the “Portfolio Purchaser”) you and your Principal Owners must that we have approved as a transferee in accordance with this Section 8 as part of a single transaction in which ENN (as defined in the First Amendment hereto) is selling fifty percent (50%) or more of the Portfolio Hotels (as defined in the First Amendment hereto) to the Portfolio Purchaser (a “Portfolio Transaction”), then this Agreement, including the negotiated changes contemplated by the First Amendment hereto, may be assumed by the Portfolio Purchaser in lieu of the Portfolio Purchaser executing the then current form of franchise agreement, provided that the Portfolio Purchaser agrees to enter into an agreement with us providing that all obligations amendment to this Agreement that, among other things, requires the direct and indirect owners of the Proposed New Owner Portfolio Purchaser to make installment payments execute a guaranty of the purchase price (and any interest on it) to you or your Principal Owners will be subordinate to the obligations of the Proposed New Owner to pay any amounts payable under this Agreement or any new Franchise Agreement that we may require the Proposed New Owner to sign in connection with the Transfer;
(j) you and your Principal Owners must enter into a non-competition agreement wherein you agree not to engage in a competitive business for a period of two (2) years after the Transfer and within twenty-five (25) miles of your Franchise Premises or any other The Joint Corp. Location franchise location;
(k) the Franchise shall have been determined by us to contain all equipment and fixtures in good working condition, as were required at the initial opening of the Franchise. The Proposed New Owner shall have agreed, in writing, to make such reasonable capital expenditures to remodel, equip, modernize and redecorate the interior and exterior of the premises in accordance with our then existing plans and specifications for a The Joint Corp. Location franchise, and shall have agreed to pay our expenses for plan preparation or review, and site inspection;
(l) upon receiving our consent for the Transfer or sale of the Franchise, the Proposed New Owner shall agree to assume all of your Portfolio Purchaser’s obligations under this Agreement in a form acceptable to us, or, at our option, shall agree to execute a new Franchise Agreement with us in the form then being used by usthat we require. We may, at our option, require that you guarantee Nothing herein limits or otherwise affects your obligations to comply with the performance, other conditions to transfer provided for in Section 8.C. with respect to a Portfolio Transaction.
b. Section 8.D. is hereby deleted in its entirety and obligations of replaced with the Proposed New Owner; andfollowing:
(m) you must have properly offered us the opportunity to exercise our right of first refusal as described below, and we must have then declined to exercise it. The Joint…The Chiropractic Place™ Franchise AgreementD. Intentionally omitted.”
Appears in 1 contract
Conditions for Approval of Transfer. If you (and your Principal Owners owners) are in full compliance substantially complying with this Agreement, then, subject to the other provisions of this Section 8, we will not unreasonably withhold our approval of approve a Transfer transfer that meets all of the applicable requirements of in this Section 14. The person 8C. A non-Controlling Ownership Interest in you or entity to whom you wish to make the Transfer, or its principal your owners (“Proposed New Owner”), must determined as of the date on which the proposed transfer will occur) may be individuals transferred if the proposed transferee and its direct and indirect owners (if the transferee is a legal entity) are of good moral character and otherwise meet our then-then applicable standards for The Joint Corp. Location owners of Hyatt Place Hotel franchisees. You also must pay us Seven Thousand Five Hundred Dollars ($7,500) for processing and related costs we incur. If you propose to Transfer the proposed transfer is of this Agreement, the Franchise Agreement or its assets, or any Interest, or if any of your Principal Owners proposes to Transfer a controlling Controlling Ownership Interest in you or make a Transfer that one of your owners, or is one of a series of Transfers transfers (regardless of the time period over which taken together would constitute these transfers take place) that in the Transfer of aggregate transfer this Agreement or a controlling Controlling Ownership Interest in youyou or one of your owners, then all of the following conditions must be met before or at concurrently with the time effective date of the Transfertransfer:
(a1) the Proposed New Owner must have sufficient transferee has the necessary business experience, aptitude, and financial resources to operate the FranchiseHotel and meets our then applicable standards for Hyatt Place Hotel franchisees. The proposed transferee must submit to us a complete application for a new franchise agreement (the “Change of Ownership Application”), accompanied by payment of our then current application fee (although no such fee is due if the transfer is to the spouse, child, parent, or sibling of the owner(s) or from one owner to another). If we do not approve the Change of Ownership Application, we will refund any application fee paid, less Seven Thousand Five Hundred Dollars ($7,500) for processing costs. We will process the Change of Ownership Application according to our then current procedures, including review of criteria and requirements regarding upgrading the Hotel, credit, background investigations, operations ability and capacity, prior business dealings, market feasibility, guarantees, and other factors concerning the proposed transferee(s) (and, if applicable, its owner(s)) we deem relevant. We have sixty (60) days from receipt of the completed and signed application to consent or withhold our consent to the proposed transfer. If we approve the Change of Ownership Application, the proposed owner will be required to pay any other applicable fees and charges we then impose for new Hyatt Place Hotel franchisees;
(b2) you must pay any have paid all Royalty Fees, Contributions, and other amounts owed for purchases from us and to us, our affiliates, and third party vendors; have submitted all required reports and statements; and have not violated any material provision of this Agreement or any other amounts owed agreement with us during both the sixty (60) day period before you requested our consent to us or our affiliates which are unpaidthe transfer and the period between your request and the effective date of the transfer;
(c3) the Proposed New Ownertransferee’s directors general manager and such other key personnel as we specify, if different from your general manager and key personnel, satisfactorily complete our required training programs;
(4) the transferee and its owners shall (if the transfer is of this Agreement), or you and your owners shall (if the transfer is of a Controlling Ownership Interest in you or one of your owners), sign our then current form of franchise agreement and related documents (including guarantees and assumptions of obligations), any and all of the provisions of which may designate must have successfully completed our Initial Training programdiffer materially from any and all of those contained in this Agreement, including the Royalty Fee and shall be legally authorized and have all licenses necessary to perform the services offered by the Franchise. The Proposed New Owner shall be responsible for any wages and compensation owed toContribution, and the travel and living expenses (including all transportation costs, room, board and meals) incurred by, term of which franchise agreement will be equal to the attendees who attend remaining unexpired portion of the Initial Training programTerm;
(d) if your lease for the Premises requires it, the lessor must have consented to the assignment of the lease of the Premises to the Proposed New Owner;
(e5) you (or the Proposed New Ownerand your transferring owners) must pay us a Transfer fee equal to seventy-five percent (75%) of the sign our then current initial franchise fee we charge to new Start-up Location franchisees, form of termination agreement and must reimburse us for any reasonable expenses incurred by us in investigating and processing any Proposed New Owner where the Transfer is not consummated for any reason;
(f) you and your Principal Owners and your and their spouses must execute a general release (release, in a form satisfactory to us) , of any and all claims you and/or they may have against usus and our owners, our affiliates, and our and our affiliates’ respective officers, directors, employees, and agents; The Joint…The Chiropractic Place™ Franchise Agreement;
(g6) we must approve the material terms and conditions of the proposed Transfer, including without limitation have determined that the purchase price and payment terms of payment are will not so burdensome as to adversely affect the transferee’s operation of the FranchiseHotel;
(h) the Franchise and the Premises shall have been placed in an attractive, neat and sanitary condition;
(i7) you and sign all documents we request evidencing your Principal Owners must enter into an agreement with us providing that to remain liable for all obligations to us and our affiliates existing before the effective date of the Proposed New Owner to make installment payments of the purchase price (and any interest on it) to you or your Principal Owners will be subordinate to the obligations of the Proposed New Owner to pay any amounts payable under this Agreement or any new Franchise Agreement that we may require the Proposed New Owner to sign in connection with the Transfer;
(j) you and your Principal Owners must enter into a non-competition agreement wherein you agree not to engage in a competitive business for a period of two (2) years after the Transfer and within twenty-five (25) miles of your Franchise Premises or any other The Joint Corp. Location franchise location;
(k) the Franchise shall have been determined by us to contain all equipment and fixtures in good working condition, as were required at the initial opening of the Franchise. The Proposed New Owner shall have agreed, in writing, to make such reasonable capital expenditures to remodel, equip, modernize and redecorate the interior and exterior of the premises in accordance with our then existing plans and specifications for a The Joint Corp. Location franchise, and shall have agreed to pay our expenses for plan preparation or review, and site inspection;
(l) upon receiving our consent for the Transfer or sale of the Franchise, the Proposed New Owner shall agree to assume all of your obligations under this Agreement in a form acceptable to us, or, at our option, shall agree to execute a new Franchise Agreement with us in the form then being used by us. We may, at our option, require that you guarantee the performance, and obligations of the Proposed New Ownertransfer; and
(m) 8) you must have properly offered us and your transferring owners will not directly or indirectly at any time or in any manner identify yourself or themselves in any business as a current or former Xxxxx Xxxxx Hotel or as one of our franchisees; use any Proprietary Xxxx, any colorable imitation of a Proprietary Xxxx, or other indicia of a Hyatt Place Hotel in any manner or for any purpose; or utilize for any purpose any trade name, trade or service xxxx, or other commercial symbol that suggests or indicates a connection or association with us. We may review all information regarding the opportunity to exercise our right of first refusal as described belowHotel that you give the proposed transferee, correct any information that we believe is inaccurate, and give the transferee copies of any reports that you have given us or we must have then declined to exercise it. The Joint…The Chiropractic Place™ Franchise Agreementmade regarding the Hotel.
Appears in 1 contract
Conditions for Approval of Transfer. If you (and your Principal Owners owners) are in full compliance substantially complying with this Agreement, then, subject to the other provisions of this Section 8, we will not unreasonably withhold our approval of approve a Transfer transfer that meets all of the applicable requirements in this Section 8.C. You must pay us Two Thousand Five Hundred Dollars ($2,500) for processing and related costs we incur. In the event of a transfer to one of your affiliates of this Section 14. The person Agreement (or entity to whom you wish to make any interest in this Agreement), a Controlling Ownership Interest in the TransferHotel or substantially all of the assets of the Hotel, or its principal owners (“Proposed New Owner”), must be individuals of good moral character and otherwise meet our then-applicable standards for The Joint Corp. Location franchisees. If you propose to Transfer this Agreement, the Franchise or its assets, or any Interest, or if any of your Principal Owners proposes to Transfer a controlling Controlling Ownership Interest in you or make a Transfer that is one of a series of Transfers which taken together would constitute your owners, we will waive the Transfer of a controlling Interest in you$2,500 processing fee. If the proposed transfer requires our prior written approval pursuant to Section 8.B. above, then all of the following conditions must be met before or at concurrently with the time effective date of the Transfertransfer:
(a1) the Proposed New Owner must have sufficient transferee has the necessary business experience, aptitude, and financial resources to operate the Franchise;Hotel and meets our then applicable standards for Hyatt Place Hotel franchisees. The proposed transferee must submit to us a complete application for a new franchise agreement (the “Change of Ownership Application”), accompanied by payment of our then current application fee (although no such fee is due if the transfer is to the spouse, child, parent, or sibling of the owner(s) or from one owner to another, or if to an affiliate in which you or your owners own a Controlling Interest). If we do not approve the Change of Ownership Application, we will refund any application fee paid, if any, less Two Thousand Five Hundred Dollars ($2,500) for processing costs (if to a non-affiliate). We will process the Change of Ownership Application according to our then current procedures, including review of criteria and requirements regarding upgrading the Hotel, credit, background investigations, operations ability and capacity, prior business dealings, market feasibility, guarantees, and other factors concerning the proposed transferee(s) (and, if applicable, its owner(s)) we deem relevant. We have sixty (60) days from receipt of the completed and signed application to consent or withhold our consent to the proposed transfer.
(b2) you must pay any have paid all Royalty Fees, Contributions, and other amounts owed for purchases from us and to us, our affiliates, and third party vendors; have submitted all required reports and statements; and have not violated any material provision of this Agreement or any other amounts owed agreement with us during both the sixty (60) day period before you requested our consent to us or our affiliates which are unpaidthe transfer and the period between your request and the effective date of the transfer;
(c3) the Proposed New Ownertransferee’s directors general manager and such other key personnel as we may designate must have successfully completed specify, if different from your general manager and key personnel, satisfactorily complete our Initial Training program, and shall be legally authorized and have all licenses necessary to perform the services offered by the Franchise. The Proposed New Owner shall be responsible for any wages and compensation owed to, and the travel and living expenses (including all transportation costs, room, board and meals) incurred by, the attendees who attend the Initial Training programrequired training programs;
(d4) the transferee and its owners shall (if the transfer is of this Agreement), or you and your lease for owners shall (if the Premises requires ittransfer is of a Controlling Ownership Interest in you or one of your owners), sign a new franchise agreement and related documents (including guarantees and assumptions of obligations) in substantially the same form as this Agreement and the related documents executed in connection herewith, the lessor must have consented term of which franchise agreement will be equal to the assignment remaining unexpired portion of the lease of the Premises to the Proposed New OwnerTerm;
(e5) you (or the Proposed New Ownerand your transferring owners) must pay us a Transfer fee equal to seventy-five percent (75%) of the sign our then current initial franchise fee we charge to new Start-up Location franchiseesform of termination agreement and a mutual general release, and must reimburse us for any reasonable expenses incurred by us in investigating and processing any Proposed New Owner where the Transfer is not consummated for any reason;
(f) you and your Principal Owners and your and their spouses must execute a general release (in a form satisfactory to us) , of any and all claims you and/or they may have against usus and our owners, our affiliates, and our and our affiliates’ respective officers, directors, employees, and agents; The Joint…The Chiropractic Place™ Franchise agents (not to include claims subject to indemnification obligations under this Agreement);
(g6) we must approve the material terms and conditions of the proposed Transfer, including without limitation have determined that the purchase price and payment terms of payment are will not so burdensome as to adversely affect the transferee’s operation of the FranchiseHotel;
(h7) you sign all documents we request evidencing your agreement to remain liable for all obligations to us and our affiliates existing before the Franchise and effective date of the Premises shall have been placed in an attractive, neat and sanitary condition;transfer; and
(i8) except to the extent you maintain a current Hyatt Place franchise agreement at another hotel, you will not directly or indirectly at any time or in any manner identify yourself or themselves in any business as a current or former Hyatt Place Hotel or as one of our franchisees; use any Proprietary Mxxx, any colorable imitation of a Proprietary Mxxx, or other indicia of a Hyatt Place Hotel in any manner or for any purpose; or utilize for any purpose any trade name, trade or service mxxx, or other commercial symbol that suggests or indicates a connection or association with us. We may review all information regarding the Hotel that you give the proposed transferee, correct any information that we believe is inaccurate, and give the transferee copies of any reports that you have given us or we have made regarding the Hotel. Notwithstanding the foregoing, if this Agreement is being transferred to a single third-party purchaser (the “Portfolio Purchaser”) you and your Principal Owners must that we have approved as a transferee in accordance with this Section 8 as part of a single transaction in which ENN (as defined in the First Amendment hereto) is selling fifty percent (50%) or more of the Portfolio Hotels (as defined in the First Amendment hereto) to the Portfolio Purchaser (a “Portfolio Transaction”), then this Agreement, including the negotiated changes contemplated by the First Amendment hereto, may be assumed by the Portfolio Purchaser in lieu of the Portfolio Purchaser executing the then current form of franchise agreement, provided that the Portfolio Purchaser agrees to enter into an agreement with us providing that all obligations amendment to this Agreement that, among other things, requires the direct and indirect owners of the Proposed New Owner Portfolio Purchaser to make installment payments execute a guaranty of the purchase price (and any interest on it) to you or your Principal Owners will be subordinate to the obligations of the Proposed New Owner to pay any amounts payable under this Agreement or any new Franchise Agreement that we may require the Proposed New Owner to sign in connection with the Transfer;
(j) you and your Principal Owners must enter into a non-competition agreement wherein you agree not to engage in a competitive business for a period of two (2) years after the Transfer and within twenty-five (25) miles of your Franchise Premises or any other The Joint Corp. Location franchise location;
(k) the Franchise shall have been determined by us to contain all equipment and fixtures in good working condition, as were required at the initial opening of the Franchise. The Proposed New Owner shall have agreed, in writing, to make such reasonable capital expenditures to remodel, equip, modernize and redecorate the interior and exterior of the premises in accordance with our then existing plans and specifications for a The Joint Corp. Location franchise, and shall have agreed to pay our expenses for plan preparation or review, and site inspection;
(l) upon receiving our consent for the Transfer or sale of the Franchise, the Proposed New Owner shall agree to assume all of your Portfolio Purchaser’s obligations under this Agreement in a form acceptable to us, or, at our option, shall agree to execute a new Franchise Agreement with us in the form then being used by usthat we require. We may, at our option, require that you guarantee Nothing herein limits or otherwise affects your obligations to comply with the performance, other conditions to transfer provided for in Section 8.C. with respect to a Portfolio Transaction.
b. Section 8.D. is hereby deleted in its entirety and obligations of replaced with the Proposed New Owner; andfollowing:
(m) you must have properly offered us the opportunity to exercise our right of first refusal as described below, and we must have then declined to exercise it. The Joint…The Chiropractic Place™ Franchise AgreementD. Intentionally omitted.”
Appears in 1 contract
Samples: Master Agreement (Equity Inns Inc)
Conditions for Approval of Transfer. If you (and your Principal Owners owners) are in full compliance with this Agreement, and all Agreements with us, then subject to the other provisions of this Section 12, we will not unreasonably withhold our approval of approve a Transfer transfer that meets all the applicable requirements of this Section 14Subsection. The person or entity to whom you wish to make the Transfer, or proposed transferee and its principal direct and indirect owners (“Proposed New Owner”), must be individuals of good moral character and otherwise meet our then-then applicable standards for The Joint Corp. Location KRISPY KREME STORE franchisees. A transfer of ownership, possession or control of the STORE may be made only in conjunction with a transfer of this Agreement. If you propose are a party to Transfer a development agreement with us, this AgreementAgreement or controlling ownership of you may only be transferred as part of a transfer, approved by us, of such development agreement and all franchise agreements with such developer. If the Franchise transfer is of this Agreement or its assetsa controlling interest in you, or any Interest, or if any of your Principal Owners proposes to Transfer a controlling Interest in you or make a Transfer that is one of a series of Transfers transfers which taken together would in the aggregate constitute the Transfer transfer of this Agreement or a controlling Interest interest in you, then all of the following conditions must be met before prior to or at concurrently with the time effective date of the Transfertransfer:
(a1) the Proposed New Owner must have transferee has sufficient business experience, aptitude, aptitude and financial resources to operate the FranchiseSTORE;
(b2) you must pay any have paid all Royalties, Marketing and Promotion Fund contributions, amounts owed for purchases from us and our affiliates, and any all other amounts owed to us, our subsidiaries and designated suppliers and have submitted to us or our affiliates which are unpaidall required reports and statements;
(c3) the Proposed New Owner’s directors and such other personnel as we may designate must transferee (or its managing owner) have successfully completed agreed to complete our Initial Training program, and shall be legally authorized and have all licenses necessary to perform the services offered by the Franchise. The Proposed New Owner shall be responsible for any wages and compensation owed to, and the travel and living expenses (including all transportation costs, room, board and meals) incurred by, the attendees who attend the Initial Training standard training program;
(d4) if your lease for the Premises requires it, the lessor must have consented transferee has agreed to the assignment be bound by all of the lease terms and conditions of the Premises to the Proposed New Ownerthis Agreement;
(e5) you or the transferee pay us a transfer fee equal to Five Thousand Dollars ($5,000) (increased from time to time to reflect increases in the Metropolitan Area Consumer Index for Urban Consumers - All Items (1982 - 1984 = 100) from the date of this Agreement, as published by the U.S. Department of Labor or in a successor index) to defray expenses we incur in <PAGE> 29 connection with the transfer, including the costs of training the transferee (or its managing owner);
(6) you (or the Proposed New Owner) must pay us a Transfer fee equal to seventy-five percent (75%) of the then current initial franchise fee we charge to new Start-up Location franchisees, and must reimburse us for any reasonable expenses incurred by us in investigating and processing any Proposed New Owner where the Transfer is not consummated for any reason;
(f) you and your Principal Owners transferring owners) and your and their spouses must execute a we have signed mutual general release (releases, in a form satisfactory to us) , of any and all claims you and/or they may have against us, our affiliates, us and our and our affiliates’ respective subsidiaries, shareholders, officers, directors, employees, employees and agents; The Joint…The Chiropractic Place™ Franchise Agreement;
(g7) we must approve have approved the material terms and conditions of the proposed Transfer, including without limitation such transfer and determined that the price and terms of payment are will not so burdensome as to adversely affect the transferee's operation of the FranchiseSTORE;
(h) 8) if you or your owners finance any part of the Franchise sale price of the transferred interest, you and/or your owners have agreed that all of the transferee's obligations pursuant to any promissory notes, agreements or security interests that you or your owners have reserved in the STORE are subordinate to the transferee's obligation to pay Royalties, Marketing and the Premises shall have been placed in an attractive, neat Promotion Fund contributions and sanitary conditionother amounts due to us and otherwise to comply with this Agreement;
(i9) you and your Principal Owners must enter into an agreement with transferring owners (and your and your owners' spouses and children) have signed a non-competition covenant in favor of us providing that all obligations and the transferee agreeing to be bound, commencing on the effective date of the Proposed New Owner transfer, by the restrictions contained in Section 15.D. hereof; and
(10) you and your transferring owners have agreed that you and they will not directly or indirectly at any time or in any manner (except with respect to make installment payments other KRISPY KREME STORES you own and operate) promote or market yourself or your business as a current or former KRISPY KREME STORE, or as one of our current or former franchisees; use any Xxxx, any colorable imitation thereof or other indicia of a KRISPY KREME STORE in any manner or for any purpose; or utilize for any purpose any trade name, trade or service xxxx or other commercial symbol that suggests or indicates a connection or association with us. If the proposed transfer is among your Owners or immediate family members of your owners Subparagraph (5) of the purchase price above requirements will not apply, although the transferee is required to reimburse us for any administrative costs, not to exceed Five Hundred Dollars (and any interest on it) to you or your Principal Owners will be subordinate to the obligations of the Proposed New Owner to pay any amounts payable under this Agreement or any new Franchise Agreement that $500), which we may require the Proposed New Owner to sign incur in connection with the Transfer;
(j) you and your Principal Owners must enter into a non-competition agreement wherein you agree not to engage in a competitive business for a period of two (2) years after the Transfer and within twenty-five (25) miles of your Franchise Premises or any other The Joint Corp. Location franchise location;
(k) the Franchise shall have been determined by us to contain all equipment and fixtures in good working condition, as were required at the initial opening of the Franchise. The Proposed New Owner shall have agreed, in writing, to make such reasonable capital expenditures to remodel, equip, modernize and redecorate the interior and exterior of the premises in accordance with our then existing plans and specifications for a The Joint Corp. Location franchise, and shall have agreed to pay our expenses for plan preparation or review, and site inspection;
(l) upon receiving our consent for the Transfer or sale of the Franchise, the Proposed New Owner shall agree to assume all of your obligations under this Agreement in a form acceptable to us, or, at our option, shall agree to execute a new Franchise Agreement with us in the form then being used by us. We may, at our option, require that you guarantee the performance, and obligations of the Proposed New Owner; and
(m) you must have properly offered us the opportunity to exercise our right of first refusal as described below, and we must have then declined to exercise it. The Joint…The Chiropractic Place™ Franchise Agreementtransfer.
Appears in 1 contract
Samples: Franchise Agreement
Conditions for Approval of Transfer. If you (and your Principal Owners owners) are in full compliance with this Agreement, then subject to the other provisions of this section , we will not unreasonably withhold our approval of approve a Transfer transfer that meets all the applicable requirements of this Section 14section. The person or entity to whom you wish to make the Transfer, or proposed transferee and its principal direct and indirect owners (“Proposed New Owner”), must be individuals of good moral character and otherwise meet our then-then applicable standards for The Joint Corp. Location franchiseesEVOS® Restaurant franchise owners. A transfer of ownership, possession or control of the Restaurant may be made only in con-junction with a transfer of this Agreement. If you propose to Transfer the transfer is of this Agreement, the Franchise Agreement or its assetsa controlling interest in you, or any Interest, or if any of your Principal Owners proposes to Transfer a controlling Interest in you or make a Transfer that is one of a series of Transfers transfers which taken together would in the aggregate constitute the Transfer transfer of this Agreement or a controlling Interest interest in you, then all of the following conditions must be met before prior to or at concurrently with the time effective date of the Transfertransfer:
(a) the Proposed New Owner must have transferee has sufficient business experience, aptitudecharacter, aptitude and financial resources to operate the FranchiseRestaurant;
(b) you must pay any have paid all Royalties, System Fund contributions, Co-op fund contributions, amounts owed for purchases from us and our affiliates, and any all other amounts owed to us or our affiliates which are unpaidto third- party creditors and have submitted all required reports and statements;
(c) the Proposed New Owner’s directors and such other personnel as we may designate must transferee (or its owners) have successfully completed agreed to complete our Initial Training standard train-ing program, and shall be legally authorized and have all licenses necessary to perform the services offered by the Franchise. The Proposed New Owner shall be responsible for any wages and compensation owed to, and the travel and living expenses (including all transportation costs, room, board and meals) incurred by, the attendees who attend the Initial Training programat their expense;
(d) if your lease for the Premises requires it, the lessor must have consented transferee has agreed to the assignment be bound by all of the lease terms and conditions of the Premises to the Proposed New Ownerthis Agreement;
(e) you (or the Proposed New Owner) must pay us a Transfer fee equal to seventytransferee has entered into our then-five percent (75%) current form of the then current initial franchise fee we charge to new Start-up Location franchisees, and must reimburse us for any reasonable expenses incurred by us in investigating and processing any Proposed New Owner where the Transfer is not consummated for any reasonFranchise Agreement;
(f) the transferee agrees to upgrade the Restaurant to conform to our then- current standards and specifications;
(g) you or the transferee pay us a transfer fee equal to $7,000 to defray expenses we incur in connection with the transfer, including the costs of training the transferee (or its owners) and other personnel. If the proposed transfer is among your owners, the transfer fee will be equal to $1,500 (However, in addition to such fees you will remain responsible for any lodging and meal expenses associated with our on-site training of your personnel, if any);
(h) you (and your Principal Owners and your and their spouses must execute transferring owners) have signed a general release (release, in a form satisfactory to us) , of any and all claims you and/or they may have against us, our affiliates, us and our and our affiliates’ respective shareholders, officers, directors, employees, employees and agents; The Joint…The Chiropractic Place™ Franchise Agreement;
(gi) we must approve have approved the material terms and conditions of the proposed Transfer, including without limitation such transfer and determined that the price and terms of payment are will not so burdensome as to adversely affect the transferee’s operation of the Franchise;
(h) the Franchise and the Premises shall have been placed in an attractive, neat and sanitary condition;
(i) you and your Principal Owners must enter into an agreement with us providing that all obligations of the Proposed New Owner to make installment payments of the purchase price (and any interest on it) to you or your Principal Owners will be subordinate to the obligations of the Proposed New Owner to pay any amounts payable under this Agreement or any new Franchise Agreement that we may require the Proposed New Owner to sign in connection with the TransferRestaurant;
(j) if you or your owners finance any part of the sale price of the transferred interest, you and/or your owners have agreed that all of the transferee’s obligations pursuant to any promissory notes, agreements or security interests that you or your owners have reserved in the Restaurant are subordinate to the transferee’s obligation to pay Royalties, System Fund contributions, Co-op fund contributions and your Principal Owners must enter into a non-competition agreement wherein you agree not other amounts due to engage in a competitive business for a period of two (2) years after the Transfer us and within twenty-five (25) miles of your Franchise Premises or any other The Joint Corp. Location franchise locationotherwise to comply with this Agreement;
(k) you and your transferring owners (and your and your owners’ spouses and children) have signed a non-competition covenant in favor of us and the Franchise shall have been determined by us trans-feree agreeing to contain all equipment and fixtures in good working conditionbe bound, as were required at commencing on the initial opening effective date of the Franchise. The Proposed New Owner shall have agreedtransfer, by the restrictions contained in writing, to make such reasonable capital expenditures to remodel, equip, modernize and redecorate the interior and exterior of the premises in accordance with our then existing plans and specifications for a The Joint Corp. Location franchise, and shall have agreed to pay our expenses for plan preparation or review, and site inspection;this Agreement; and
(l) upon receiving you and your transferring owners have agreed that you and they will not directly or indirectly at any time or in any manner (except with respect to other EVOS® Restaurants you own and operate) identify yourself or themselves or any business as a current or former EVOS® Restaurant, or as one of our consent licensees or franchise owners, use any Mark, any colorable imitation of a Mark, or other indicia of an EVOS® Restaurant in any manner or for the Transfer any purpose or sale of the Franchiseutilize for any purpose any trade name, the Proposed New Owner shall agree to assume all of your obligations under this Agreement in trade or service mark or other commercial symbol that suggests or indicates a form acceptable to us, or, at our option, shall agree to execute a new Franchise Agreement connection or association with us in the form then being used by us. We may, at our option, require that you guarantee the performance, and obligations of the Proposed New Owner; and
(m) you must have properly offered us the opportunity are not obligated to exercise our right of first refusal as described below, and we must have then declined to exercise it. The Joint…The Chiropractic Place™ Franchise Agreementprovide transferees on-site pre-opening or grand opening assistance.
Appears in 1 contract
Samples: Franchise Agreement
Conditions for Approval of Transfer. If you and your Principal Franchisee is in full compliance with this Agreement (and, if Franchisee is a corporation or partnership, its Owners are in full compliance with this Agreement), we will Pretzel Time shall not unreasonably withhold our its approval of a Transfer that meets all of the applicable requirements of this Section 14. following requirements:
(1) The person or entity to whom you wish to make the Transfer, or transferee and its principal owners (“Proposed New Owner”), Owners must be individuals of good moral character and otherwise meet our then-Pretzel Time's then applicable standards for The Joint Corp. Location franchisees. If you propose to Transfer this Agreement, the Franchise or its assets, or any Interest, or if any of your Principal Owners proposes to Transfer a controlling Interest in you or make a Transfer that is one of a series of Transfers which taken together would constitute the Transfer of a controlling Interest in you, then all of the following conditions must be met before or at the time of the Transfer:
(a) the Proposed New Owner Pretzel Time Unit franchisees and must have had sufficient business experience, aptitude, and financial resources to operate the FranchiseUnit;
(b2) you must pay any Franchisee has paid such royalty, advertising fund fees, amounts owed for purchases by Franchisee from us Pretzel Time and our affiliates, its Affiliates and any all other amounts owed to us Pretzel Time or our affiliates which are unpaidits Affiliates and third party creditors and shall have submitted to Pretzel Time all required reports and statements;
(c3) Franchisee or the Proposed New Owner’s directors and such other personnel as we may designate must have successfully completed our Initial Training programtransferee has paid Pretzel Time's then current transfer fee to defray expenses Pretzel Time incurs in connection with the transfer, and except that if the proposed Transfer is, to or among Owners of Franchisee, this provision shall be legally authorized and have all licenses necessary to perform the services offered by the Franchise. The Proposed New Owner shall be responsible for any wages and compensation owed to, and the travel and living expenses (including all transportation costs, room, board and meals) incurred by, the attendees who attend the Initial Training programnot apply;
(d4) if your lease for the Premises requires it, the lessor must The Transferee and/or its Unit Manager have consented agreed to complete Pretzel Time's training program to Pretzel Time's satisfaction and prior to the assignment date of the lease of the Premises to the Proposed New Ownertransfer;
(e5) you (or the Proposed New Owner) must pay us a Transfer fee equal The Transferee has agreed to seventy-five percent (75%) be bound by all of the then terms and conditions of this Agreement and executes a current initial Franchise Agreement and other franchise fee we charge to new Start-up Location franchiseesdocuments, a sublease agreement, if any, and must reimburse us for any reasonable expenses incurred other documents required by us in investigating and processing any Proposed New Owner where the Transfer is not consummated for any reasonPretzel Time;
(f6) you Franchisee (and your Principal Owners and your and their spouses must execute its transferring Owners) have executed a general release (release, in a form satisfactory to us) Pretzel Time, of any and all claims you and/or they may have against us, our affiliates, Pretzel Time and our its Affiliates and our affiliates’ respective their officers, directors, employees, employees and agents; The Joint…The Chiropractic Place™ Franchise Agreement;
(g7) we must approve Pretzel Time has approved the material terms and conditions of the proposed such Transfer, including including, without limitation limitation, that the price and terms of payment are not so burdensome as to affect adversely affect the transferee's operation of the FranchiseUnit; provided, however, that Pretzel Time's approval of such Transfer does not ensure the transferee's success as a Pretzel Time Unit franchisee, nor should the transferee rely upon Pretzel Time's approval of such Transfer in determining whether to acquire Franchisee's Pretzel Time Unit;
(h8) If Franchisee (and/or its Owners) finances any part of the Franchise and sale price of the Premises shall transferred interest, Franchisee and/or its Owners have been placed in an attractive, neat and sanitary condition;
(i) you and your Principal Owners must enter into an agreement with us providing agreed that all obligations of the Proposed New Owner transferee under or pursuant to make installment payments any promissory notes, agreements or security interests reserved by Franchisee or its Owners in the assets of the purchase price (and any interest on it) to you Unit or your Principal Owners will the Premises shall be subordinate to the transferee's obligations of the Proposed New Owner to pay any royalty and service fees and other amounts payable under due to Pretzel Time and its Affiliates and otherwise to comply with this Agreement or any new Franchise Agreement that we may require the Proposed New Owner to sign in connection with the TransferAgreement;
(j9) you Franchisee (and your Principal Owners must enter into its Owners) have executed a non-competition agreement wherein you agree not to engage noncompetition covenant in a competitive business favor of Pretzel Time and the transferee agreeing that, for a period of two twelve (212) years after months commencing on the Transfer effective date of the Transfer, Franchisee, its Owners and members of the immediate families of Franchisee and each of its Owners will not hold any direct or indirect interest as a disclosed or beneficial owner, investor, partner, director, officer manager, employee, consultant, representative or agent, or in any other capacity, in a Competitive Business located or operating within twenty-five three (253) miles of your Franchise Premises or the Unit, and within three (3) miles of any other The Joint Corp. Location franchise locationPretzel Time Unit;
(k10) If consent is required, the Franchise shall have been determined by us to contain all equipment and fixtures in good working condition, as were required at the initial opening lessor of the Franchise. The Proposed New Owner shall have agreed, in writing, Premises consents to make such reasonable capital expenditures to remodel, equip, modernize and redecorate the interior and exterior assignment or sublease of the premises in accordance with our then existing plans and specifications for a The Joint Corp. Location franchise, and shall have agreed Premises to pay our expenses for plan preparation or review, and site inspectionthe transferee;
(l) upon receiving our consent for the Transfer or sale of the Franchise, the Proposed New Owner shall agree to assume all of your obligations under this Agreement in a form acceptable to us, or, at our option, shall agree to execute a new Franchise Agreement with us in the form then being used by us. We may, at our option, require that you guarantee the performance, and obligations of the Proposed New Owner; and
(m) you must have properly offered us the opportunity to exercise our right of first refusal as described below, and we must have then declined to exercise it. The Joint…The Chiropractic Place™ Franchise Agreement
Appears in 1 contract
Samples: Franchise Agreement (Fields MRS Original Cookies Inc)
Conditions for Approval of Transfer. If you and your Principal Owners Principals are in full compliance with this Agreement, we will not unreasonably withhold our approval of a Transfer that meets all the applicable requirements of this Section 1413. The person or entity to whom you wish to make the Transfer, or its principal owners (“Proposed New Owner”), must be individuals of good moral character and otherwise meet our then-then applicable standards for The Joint Corp. Location ESIO Franchise franchisees. If you propose to ESIO – Franchise Agreement 04/2012 B-19 Transfer this Agreement, the Franchise or its assets, or any Interest, or if any of your Principal Owners Principals proposes to Transfer a controlling Interest in you or make a Transfer that is one of a series of Transfers which taken together would constitute the Transfer of a controlling Interest in you, then all of the following conditions must be met before or at the time of the Transfer:
(a) the Proposed New Owner must have sufficient business experience, aptitude, and financial resources to operate the Franchise, as determined by the sole discretion of the franchisor;
(b) you must pay any amounts owed for purchases from to us and our affiliates, and any other amounts owed to us or our affiliates which are unpaid;
(c) the Proposed New Owner’s directors and such other personnel as we may designate must have successfully completed our Initial Training program, and shall be legally authorized and have all licenses necessary to perform the services offered by the Franchise. The Proposed New Owner shall be responsible for any wages and compensation owed to, and the travel and living expenses (including all transportation costs, room, board and meals) incurred by, the attendees who attend the Initial Training program;
(d) if your lease for the Premises Site requires it, the lessor must have consented to the assignment of the lease of the Premises Site to the Proposed New Owner;
(e) you (or the Proposed New Owner) must pay us a Transfer fee equal to seventy-five percent (75%) of the then current initial franchise fee we charge to new Start-up Location franchisees, $1,500 and must reimburse us for any reasonable expenses incurred by us in investigating and processing any Proposed New Owner where the Transfer is not consummated for any reason;
(f) you and your Principal Owners Principals and your and their spouses must execute a general release (in a form satisfactory to us) of any and all claims you and/or they may have against us, our affiliates, and our and our affiliates’ respective officers, directors, employees, and agents; The Joint…The Chiropractic Place™ Franchise Agreement;
(g) we must approve the material terms and conditions of the proposed Transfer, including without limitation that the price and terms of payment are not so burdensome as to adversely affect the operation of the Franchise;
(h) the Franchise and the Premises shall have been placed in an attractive, neat and sanitary condition;.
(i) you and your Principal Owners Principals (or, in the case of Principals making any such Transfer, those Principals) must execute a non-competition agreement in favor of both the Company and the Proposed New Owner agreeing that for a period of twelve (12) months from the date of the Transfer you (or, in the case of Principals making any such Transfer, those Principals) will not have any direct or indirect interest as a disclosed or beneficial owner, investor, partner, director, officer, manager, employee, consultant, representative, or agent, or in any other capacity, in any business (1) offering or selling products or services the same as or similar to the services offered or sold by the ESIO Franchise or by any other ESIO Franchise or affiliate, and (2) located within a twenty (25) mile radius of the Protected Territory of the ESIO Franchise, or any other ESIO franchises then in existence, or the Protected Territory for which an ESIO Franchise has been approved.
(j) you and your Principals must enter into an agreement with us providing that all obligations of the Proposed New Owner to make installment payments of the purchase price (and any interest on it) to you or your Principal Owners Principals will be subordinate to the obligations of the Proposed New Owner to pay any amounts payable under this Agreement or any new Franchise Agreement that we may require the Proposed New Owner to sign in connection with the Transfer;
(j) you and your Principal Owners must enter into a non-competition agreement wherein you agree not to engage in a competitive business for a period of two (2) years after the Transfer and within twenty-five (25) miles of your Franchise Premises or any other The Joint Corp. Location franchise location;.
(k) the Franchise shall have been determined by us to contain all equipment and fixtures in good working condition, as were required at the initial opening of the Franchise. The Proposed New Owner shall have agreed, in writing, to make such reasonable capital expenditures to remodel, equip, modernize and ESIO – Franchise Agreement 04/2012 B-20 redecorate the interior and exterior of the premises Site in accordance with our then existing plans and specifications for a The Joint Corp. Location franchisean ESIO Franchise, and shall have agreed to pay our expenses for plan preparation or review, and site Site inspection;.
(l) upon Upon receiving our consent for the Transfer or sale of the Franchise, the Proposed New Owner shall agree to assume all of your obligations under this Agreement in a form acceptable to us, or, at our option, shall agree to execute a new Franchise Agreement with us in the form then being used by us. We may, at our option, require that you guarantee the performance, and obligations of the Proposed New Owner; and.
(m) you You must have properly offered us the opportunity to exercise our right of first refusal as described below, and we must have then declined to exercise it. The Joint…The Chiropractic Place™ Franchise Agreement.
Appears in 1 contract
Samples: Franchise Agreement (Tempco, Inc.)
Conditions for Approval of Transfer. If you and your Principal Owners are in full compliance fully complying with this Agreement, then, subject to the other provisions of this Section 13, we will not unreasonably withhold our approval of a Transfer transfer that meets all the applicable requirements of this Section 14Agreement. The person or entity to whom you wish to make the Transfer, or its principal owners (“Proposed New Owner”), proposed transferee must be individuals an individual of good moral character and otherwise meet our then-then applicable standards and criteria for The Joint Corp. Location franchiseesnew owners of Franchised Distributorships. If you propose to Transfer the transfer is of this Agreement, Agreement or a controlling interest in the Franchise or its assetsFranchised Distributorship, or any Interest, or if any of your Principal Owners proposes to Transfer a controlling Interest in you or make a Transfer that is one of a series of Transfers transfers (regardless of the period of time over which these transfers take place) which taken together would constitute the Transfer transfer of this Agreement or a controlling Interest interest in youthe Franchised Distributorship, then all we may impose additional conditions. The conditions that we may require you and/or the transferees (as applicable) to satisfy before, or concurrently with, the effective date of the following conditions must be met before or at the time of the Transfertransfer are:
(a) the Proposed New Owner The transferee must have sufficient business experience, aptitude, aptitude and financial resources to operate the FranchiseFranchised Distributorship;
(b) you You must pay any amounts owed for purchases from us and our affiliates, Affiliates and any all other amounts owed to us or our affiliates Affiliates which then are unpaid;
(c) the Proposed New Owner’s directors and such other personnel as The transferee must complete to our satisfaction any orientation program we may designate must have successfully completed our Initial Training program, and shall be legally authorized and have all licenses necessary to perform the services offered by the Franchise. The Proposed New Owner shall be responsible then require for any wages and compensation owed to, and the travel and living expenses (including all transportation costs, room, board and meals) incurred by, the attendees who attend the Initial Training programFranchised Tupperware Distributorships;
(d) if your lease The transferee must assume and agree to be bound by all terms and conditions of this Agreement for the Premises requires itremainder of its term or, the lessor must have consented at our option, sign our then current form of franchise agreement (which may provide for different rights and obligations than those provided in this Agreement) for a term equal to the assignment of the lease of the Premises to the Proposed New Ownerremaining term under this Agreement;
(e) you You (or and each owner of an interest in the Proposed New OwnerOperating Company) must pay us a Transfer fee equal to seventy-five percent (75%) of the then current initial franchise fee we charge to new Start-up Location franchisees, and must reimburse us for any reasonable expenses incurred by us in investigating and processing any Proposed New Owner where the Transfer is not consummated for any reason;
(f) you and your Principal Owners and your and their spouses must execute a general release (release, in a form satisfactory to us) , of any and all claims you and/or they may have against us, our affiliates, Affiliates and our and our affiliates’ their respective officers, directors, employees, employees and agents; The Joint…The Chiropractic Place™ Franchise Agreement;
(gf) we We must approve have reviewed the material terms and conditions of the proposed Transfer, including transfer to determine to our satisfaction (without limitation representing to you or the transferee) that the price and terms of payment are not so burdensome as to affect adversely affect the transferee's operation of the FranchiseFranchised Distributorship (this does not apply to transfers by gift, bequest or inheritance);
(hg) the Franchise and the Premises shall have been placed If you or any shareholder in an attractiveOperating Company finances any part of the sale price of the transferred interest, neat and sanitary condition;
(i) you and your Principal Owners and/or that shareholder must enter into an agreement with us providing agree that all obligations of the Proposed New Owner to make installment payments of the purchase price (and transferee's obligations under any interest on it) to promissory notes, agreements or security interests that you or your Principal Owners owners have reserved in the assets of the Franchised Distributorship will be subordinate to the transferee's obligations of the Proposed New Owner to pay any amounts payable under owed to us and our Affiliates for purchases and other items and otherwise to comply with this Agreement or and any new Franchise Agreement that we may require the Proposed New Owner to sign in connection other agreements with the Transfer;us; and
(jh) you You (and your Principal Owners must enter into a non-competition agreement wherein you agree not to engage each owner of an interest in a competitive business the Operating Company) must, for a period of two (2) years after year period commencing on the Transfer and within twenty-five (25) miles effective date of your Franchise Premises the transfer, comply with the restrictions set forth in Section 16.D. below. If two or any other The Joint Corp. Location franchise location;
(k) more persons own the Franchised Distributorship, we granted the Franchise shall have been determined by us to contain you based on the collective qualifications of all equipment owners. Accordingly, if one owner proposes to transfer its interest, we also may require the transferee to possess qualifications and fixtures in good working conditionexperience which, as were required at when combined with the initial opening qualifications and experience of the Franchise. The Proposed New Owner shall have agreedremaining owner(s), in writing, to make such reasonable capital expenditures to remodel, equip, modernize will meet our standards and redecorate expectations regarding the interior Franchised Distributorship's overall management and exterior of the premises in accordance with our then existing plans and specifications for a The Joint Corp. Location franchise, and shall have agreed to pay our expenses for plan preparation or review, and site inspection;
(l) upon receiving our consent for the Transfer or sale of the Franchise, the Proposed New Owner shall agree to assume all of your obligations under this Agreement in a form acceptable to us, or, at our option, shall agree to execute a new Franchise Agreement with us in the form then being used by us. We may, at our option, require that you guarantee the performance, and obligations of the Proposed New Owner; and
(m) you must have properly offered us the opportunity to exercise our right of first refusal as described below, and we must have then declined to exercise it. The Joint…The Chiropractic Place™ Franchise Agreementoperation.
Appears in 1 contract
Conditions for Approval of Transfer. If you The proposed transferee and your Principal Owners are in full compliance with this Agreement, we will not unreasonably withhold our approval of a Transfer that meets all the applicable requirements of this Section 14. The person or entity to whom you wish to make the Transfer, or its principal owners (“Proposed New Owner”), if the proposed transferee is an entity) must be individuals of good moral character and otherwise meet our then-then applicable standards for The Joint Corp. Location franchiseesYes licensees. If you propose to Transfer this AgreementIn addition, if the Franchise or its assets, or any Interest, or if any of your Principal Owners proposes to Transfer a controlling Interest in you or make a Transfer that transfer is one of a series of Transfers transfers which taken together would in the aggregate constitute the Transfer transfer of a controlling Interest in youthe Franchise, then all of the following conditions must also be met before prior to, or at concurrently with, the time effective date of the Transfertransfer:
(a1) the Proposed New Owner transferee must have sufficient business experience, aptitude, aptitude and financial resources to operate the Franchise;
(b2) prior to the effective date of the transfer, you or the transferee must pay any amounts owed for purchases from us all royalty fees, Marketing Fund contributions and our affiliates, and any all other amounts owed to us or our affiliates subsidiaries and affiliates, which are then due and unpaid, and cure all defaults under this Agreement or any other agreement between you and us to our satisfaction (or make provision for their cure satisfactory to us);
(c3) the Proposed New Owner’s directors transferee and such other its management personnel as we may designate must have successfully completed our Initial Training program, and shall be legally authorized and have all licenses necessary training program to perform the services offered by the Franchise. The Proposed New Owner shall be responsible for any wages and compensation owed to, and the travel and living expenses (including all transportation costs, room, board and meals) incurred by, the attendees who attend the Initial Training programour satisfaction;
(d4) if your lease the transferee must apply for the Premises requires it, the lessor must have consented a new license agreement in accordance with our then current standards for a term equal to the assignment remaining term of this Agreement or for a full term. If the application is approved, we and the transferee will enter into a commitment agreement to govern the operation of the lease Franchise until commencement of the Premises new license agreement, provided that the transferee upgrades and modernizes the Franchise to our then-current standards and meets the Proposed New Ownerother requirements of the commitment agreement;
(e5) you (or the Proposed New Owner) transferee must pay us a Transfer fee equal to seventy-five percent (75%) of the then current initial franchise transfer fee we charge to new Start-up Location franchisees, and must reimburse us for any reasonable defray expenses incurred by us in investigating and processing any Proposed New Owner where connection with the Transfer is not consummated for any reasontransfer;
(f6) you you, your owners, officers and your Principal Owners and your and their spouses directors must execute a general release (release, in a form satisfactory to us) , of any and all existing claims you and/or they may have against us, our subsidiaries and affiliates, and our and our affiliates’ respective their officers, directors, employeespartners, employees and agents; The Joint…The Chiropractic Place™ Franchise Agreement;
(g7) we must approve the material terms and conditions of the proposed Transfersuch transfer, including including, without limitation limitation, our determination that the price and terms of payment are not so burdensome as to adversely affect the subsequent operation or financial results of the Franchise;
(h) the Franchise and the Premises shall have been placed in an attractive, neat and sanitary condition;
(i) 8) you and your Principal Owners any guarantors must enter into an agreement with us providing that all obligations of the Proposed New Owner to make installment payments of the purchase price (and any interest on it) to you or your Principal Owners will be subordinate to the obligations of the Proposed New Owner to pay any amounts payable under this Agreement or any new Franchise Agreement that we may require the Proposed New Owner to sign in connection with the Transfer;
(j) you and your Principal Owners must enter into execute a non-competition agreement wherein you agree not to engage covenant in a competitive business for a period favor of two (2) years after us and the Transfer and within twenty-five (25) miles of your Franchise Premises or any other The Joint Corp. Location franchise locationtransferee, containing the terms contained in Section 16A;
(k9) you and any guarantors must guarantee the Franchise shall have been determined by transferee's financial obligations to us in its commitment agreement and license agreement for two years from the date of transfer.
i. If the proposed transfer is to contain all equipment and fixtures in good working conditionor among owners of you, as were required at the initial opening subsection (5) of the Franchise. The Proposed New Owner above requirements shall have agreed, in writing, to make such reasonable capital expenditures to remodel, equip, modernize and redecorate the interior and exterior of the premises in accordance with our then existing plans and specifications for a The Joint Corp. Location franchise, and shall have agreed to pay our expenses for plan preparation or review, and site inspection;
(l) upon receiving our consent for the Transfer or sale of the Franchise, the Proposed New Owner shall agree to assume all of your obligations under this Agreement in a form acceptable to us, or, at our option, shall agree to execute a new Franchise Agreement with us in the form then being used by us. We may, at our option, require that you guarantee the performance, and obligations of the Proposed New Owner; and
(m) you must have properly offered us the opportunity to exercise our right of first refusal as described below, and we must have then declined to exercise it. The Joint…The Chiropractic Place™ Franchise Agreementnot apply.
Appears in 1 contract
Conditions for Approval of Transfer. If you (and your Principal Owners owners) are in full compliance with this Agreement, then subject to the other provisions of this Section 18, we will not unreasonably withhold our approval of approve a Transfer transfer that meets all the applicable requirements of this Section 14Section. The person or entity to whom you wish to make the Transfer, or proposed transferee and its principal direct and indirect owners (“Proposed New Owner”), must be individuals of good moral character and otherwise meet our then-then applicable standards for The Joint Corp. Location WOB Tavern franchisees. If you propose to Transfer A transfer of ownership, possession or control of the WOB Tavern may be made only in conjunction with a transfer of this Agreement, . If the Franchise transfer is of this Agreement or its assetsa controlling interest in you, or any Interest, or if any of your Principal Owners proposes to Transfer a controlling Interest in you or make a Transfer that is one of a series of Transfers transfers which taken together would in the aggregate constitute the Transfer transfer of this Agreement or a controlling Interest interest in you, then all of the following conditions must be met before prior to or at concurrently with the time effective date of the Transfertransfer:
(a) the Proposed New Owner must have transferee has sufficient business experience, aptitude, aptitude and financial resources to operate the FranchiseWOB Tavern;
(b) you must pay any have paid all Royalties, Marketing and Development Fund contributions, amounts owed for purchases from us and our affiliates, and any all other amounts owed to us or our affiliates which are unpaidto third-party creditors and have submitted all required reports and statements;
(c) the Proposed New Owner’s directors transferee (or its Operating Partner) and such other personnel as we may designate must its managerial employee (if different from your manager) have successfully completed agreed to complete our Initial Training program, and shall be legally authorized and have all licenses necessary to perform the services offered by the Franchise. The Proposed New Owner shall be responsible for any wages and compensation owed to, and the travel and living expenses (including all transportation costs, room, board and meals) incurred by, the attendees who attend the Initial Training standard training program;
(d) if your lease for the Premises requires it, the lessor must have consented transferee has agreed to the assignment be bound by all of the lease terms and conditions of the Premises to the Proposed New Owner;this Agreement
(e) you (or the Proposed New Owner) transferee pay us a transfer fee equal to 50% of the then-current Franchise Fee (the "Transfer Fee"), payable prior to consummation of the transfer. The Transfer Fee is used to defray expenses we incur in connection with the transfer and the costs of training up to 2 trainees of the transferee (one of whom must be a managerial employee responsible for WOB Tavern operations). We may provide training to other employees. If we do so, you or the transferee must pay us a Transfer fee equal not to seventy-five percent exceed $7,500 per person trained by us (75%) of other than the then current initial franchise fee we charge 2 trainees described above). You must pay all travel and living expenses for you, other trainees and your employees to new Start-up Location franchiseesattend the training. This subsection will not apply if the proposed transfer is among your owners, and must but the transferee is required to reimburse us for any reasonable expenses incurred by us administrative costs we incur in investigating and processing any Proposed New Owner where connection with the transfer. If the proposed transfer is to an existing WORLD OF BEER® franchisee, the Transfer Fee is not consummated for any reason10% of the then-current Franchise Fee, payable in the same manner described above;
(f) you (and your Principal Owners and your and their spouses must execute transferring owners) have executed a general release (release, in a form satisfactory to us) , of any and all claims you and/or they may have against us, our affiliates, us and our and our affiliates’ respective shareholders, officers, directors, employees, employees and agents; The Joint…The Chiropractic Place™ Franchise Agreement;
(g) we must approve have approved the material terms and conditions of the proposed Transfer, including without limitation such transfer and determined that the price and terms of payment are will not so burdensome as to adversely affect the transferee's operation of the FranchiseWOB Tavern;
(h) if you or your owners finance any part of the Franchise sale price of the transferred interest, you and/or your owners have agreed that all of the transferee's obligations pursuant to any promissory notes, agreements or security interests that you or your owners have reserved in the WOB Tavern are subordinate to the transferee's obligation to pay Royalties, Marketing and the Premises shall have been placed in an attractive, neat Development Fund contributions and sanitary conditionother amounts due to us and otherwise to comply with this Agreement;
(i) you and your Principal Owners must enter into an agreement with transferring owners have executed a non-competition covenant in favor of us providing that all obligations and the transferee agreeing to be bound, commencing on the effective date of the Proposed New Owner to make installment payments of transfer, by the purchase price (and any interest on it) to you or your Principal Owners will be subordinate to the obligations of the Proposed New Owner to pay any amounts payable under post-term competitive restrictions otherwise contained in this Agreement or any new Franchise Agreement that we may require the Proposed New Owner to sign in connection with the Transfer;Agreement; and
(j) you and your Principal Owners must enter into a non-competition agreement wherein transferring owners have agreed that you agree and they will not directly or indirectly at any time or in any manner (except with respect to engage in a competitive business for a period of two (2other WOB Taverns you own and operate) years after the Transfer and within twenty-five (25) miles of your Franchise Premises identify yourself or themselves or any business as a current or former WOB Tavern, or as one of our licensees or franchisees, use any Xxxx, any colorable imitation of a Xxxx, or other The Joint Corp. Location franchise location;
(k) the Franchise shall have been determined by us to contain all equipment and fixtures indicia of a WOB Tavern in good working conditionany manner or for any purpose or utilize for any purpose any trade name, as were required at the initial opening of the Franchise. The Proposed New Owner shall have agreed, in writing, to make such reasonable capital expenditures to remodel, equip, modernize and redecorate the interior and exterior of the premises in accordance trade or service xxxx or other commercial symbol that suggests or indicates a connection or association with our then existing plans and specifications for a The Joint Corp. Location franchise, and shall have agreed to pay our expenses for plan preparation or review, and site inspection;
(l) upon receiving our consent for the Transfer or sale of the Franchise, the Proposed New Owner shall agree to assume all of your obligations under this Agreement in a form acceptable to us, or, at our option, shall agree to execute a new Franchise Agreement with us in the form then being used by us. We may, at our option, require that you guarantee the performance, and obligations of the Proposed New Owner; and
(m) you must have properly offered us the opportunity to exercise our right of first refusal as described below, and we must have then declined to exercise it. The Joint…The Chiropractic Place™ Franchise Agreement.
Appears in 1 contract
Conditions for Approval of Transfer. If you (and your Principal Owners owners) are in full compliance substantially complying with this Agreement, then, subject to the other provisions of this Section 8, we will not unreasonably withhold our approval of approve a Transfer transfer that meets all of the applicable requirements of in this Section 14. The person 8C. A non-Controlling Ownership Interest in you or entity to whom you wish to make the Transfer, or its principal your owners (“Proposed New Owner”), must determined as of the date on which the proposed transfer will occur) may be individuals transferred if the proposed transferee and its direct and indirect owners (if the transferee is a legal entity) are of good moral character and otherwise meet our then-then applicable standards for The Joint Corp. Location owners of Hyatt Place Hotel franchisees. You also must pay us Seven Thousand Five Hundred Dollars ($7,500) for processing and related costs we incur. If you propose to Transfer the proposed transfer is of this Agreement, the Franchise Agreement or its assets, or any Interest, or if any of your Principal Owners proposes to Transfer a controlling Controlling Ownership Interest in you or make a Transfer that one of your owners, or is one of a series of Transfers transfers (regardless of the time period over which taken together would constitute these transfers take place) that in the Transfer of aggregate transfer this Agreement or a controlling Controlling Ownership Interest in youyou or one of your owners, then all of the following conditions must be met before or at concurrently with the time effective date of the Transfertransfer:
(a1) the Proposed New Owner must have sufficient transferee has the necessary business experience, aptitude, and financial resources to operate the FranchiseHotel and meets our then applicable standards for Hyatt Place Hotel franchisees. The proposed transferee must submit to us a complete application for a new franchise agreement (the “Change of Ownership Application”), accompanied by payment of our then current application fee (although no such fee is due if the transfer is to the spouse, child, parent, or sibling of the owner(s) or from one owner to another). If we do not approve the Change of Ownership Application, we will refund any application fee paid, less Seven Thousand Five Hundred Dollars ($7,500) for processing costs. We will process the Change of Ownership Application according to our then current procedures, including review of criteria and requirements regarding upgrading the Hotel, credit, background investigations, operations ability and capacity, prior business dealings, market feasibility, guarantees, and other factors concerning the proposed transferee(s) (and, if applicable, its owner(s)) we deem relevant. We have sixty (60) days from receipt of the completed and signed application to consent or withhold our consent to the proposed transfer. If we approve the Change of Ownership Application, the proposed owner will be required to pay any other applicable fees and charges we then impose for new Hyatt Place Hotel franchisees;
(b2) you must pay any have paid all Royalty Fees, Contributions, and other amounts owed for purchases from us and to us, our affiliates, and third party vendors; have submitted all required reports and statements; and have not violated any material provision of this Agreement or any other amounts owed agreement with us during both the sixty (60) day period before you requested our consent to us or our affiliates which are unpaidthe transfer and the period between your request and the effective date of the transfer;
(c3) the Proposed New Ownertransferee’s directors general manager and such other key personnel as we specify, if different from your general manager and key personnel, satisfactorily complete our required training programs;
(4) the transferee and its owners shall (if the transfer is of this Agreement), or you and your owners shall (if the transfer is of a Controlling Ownership Interest in you or one of your owners), sign our then current form of franchise agreement and related documents (including guarantees and assumptions of obligations), any and all of the provisions of which may designate must have successfully completed our Initial Training programdiffer materially from any and all of those contained in this Agreement, including the Royalty Fee and shall be legally authorized and have all licenses necessary to perform the services offered by the Franchise. The Proposed New Owner shall be responsible for any wages and compensation owed toContribution, and the travel and living expenses (including all transportation costs, room, board and meals) incurred by, term of which franchise agreement will be equal to the attendees who attend remaining unexpired portion of the Initial Training programTerm;
(d) if your lease for the Premises requires it, the lessor must have consented to the assignment of the lease of the Premises to the Proposed New Owner;
(e5) you (or the Proposed New Ownerand your transferring owners) must pay us a Transfer fee equal to seventy-five percent (75%) of the sign our then current initial franchise fee we charge to new Start-up Location franchisees, form of termination agreement and must reimburse us for any reasonable expenses incurred by us in investigating and processing any Proposed New Owner where the Transfer is not consummated for any reason;
(f) you and your Principal Owners and your and their spouses must execute a general release (release, in a form satisfactory to us) , of any and all claims you and/or they may have against usus and our owners, our affiliates, and our and our affiliates’ respective officers, directors, employees, and agents; The Joint…The Chiropractic Place™ Franchise Agreement;
(g6) we must approve the material terms and conditions of the proposed Transfer, including without limitation have determined that the purchase price and payment terms of payment are will not so burdensome as to adversely affect the transferee’s operation of the FranchiseHotel;
(h) the Franchise and the Premises shall have been placed in an attractive, neat and sanitary condition;
(i7) you and sign all documents we request evidencing your Principal Owners must enter into an agreement with us providing that to remain liable for all obligations to us and our affiliates existing before the effective date of the Proposed New Owner to make installment payments of the purchase price (and any interest on it) to you or your Principal Owners will be subordinate to the obligations of the Proposed New Owner to pay any amounts payable under this Agreement or any new Franchise Agreement that we may require the Proposed New Owner to sign in connection with the Transfer;
(j) you and your Principal Owners must enter into a non-competition agreement wherein you agree not to engage in a competitive business for a period of two (2) years after the Transfer and within twenty-five (25) miles of your Franchise Premises or any other The Joint Corp. Location franchise location;
(k) the Franchise shall have been determined by us to contain all equipment and fixtures in good working condition, as were required at the initial opening of the Franchise. The Proposed New Owner shall have agreed, in writing, to make such reasonable capital expenditures to remodel, equip, modernize and redecorate the interior and exterior of the premises in accordance with our then existing plans and specifications for a The Joint Corp. Location franchise, and shall have agreed to pay our expenses for plan preparation or review, and site inspection;
(l) upon receiving our consent for the Transfer or sale of the Franchise, the Proposed New Owner shall agree to assume all of your obligations under this Agreement in a form acceptable to us, or, at our option, shall agree to execute a new Franchise Agreement with us in the form then being used by us. We may, at our option, require that you guarantee the performance, and obligations of the Proposed New Ownertransfer; and
(m) 8) you must have properly offered us and your transferring owners will not directly or indirectly at any time or in any manner identify yourself or themselves in any business as a current or former Hyatt Place Hotel or as one of our franchisees; use any Proprietary Mxxx, any colorable imitation of a Proprietary Mxxx, or other indicia of a Hyatt Place Hotel in any manner or for any purpose; or utilize for any purpose any trade name, trade or service mxxx, or other commercial symbol that suggests or indicates a connection or association with us. We may review all information regarding the opportunity to exercise our right of first refusal as described belowHotel that you give the proposed transferee, correct any information that we believe is inaccurate, and give the transferee copies of any reports that you have given us or we must have then declined to exercise it. The Joint…The Chiropractic Place™ Franchise Agreementmade regarding the Hotel.
Appears in 1 contract
Samples: Master Agreement (Equity Inns Inc)
Conditions for Approval of Transfer. If you and your Principal Owners are in full compliance with this Agreement, we will not unreasonably withhold our approval of a Transfer transfer except that meets all if, based on our or our advisors’ personal experience in dealing with a proposed transferee, we do not desire to enter into an Area Representative Business relationship with the applicable requirements of this Section 14. The person or entity to whom you wish to make the Transfer, or its principal owners (“Proposed New Owner”), must be individuals of good moral character and otherwise meet our then-applicable standards for The Joint Corp. Location franchisees. If you propose to Transfer this Agreement, the Franchise or its assets, or any Interest, transferee or if any one or more of your Principal Owners proposes the conditions set forth below are not met, we may in our sole discretion withhold our approval:
(i) You must provide us with a minimum of 60 days prior notice of any proposed transfer with all of the information pertaining to Transfer a controlling Interest the proposed transfer and thereafter provide us promptly with all additional information relating to the transfer or the transferee that we reasonably request.
(ii) A transfer of ownership in you or make the Area Representative Business may only be made in conjunction with a Transfer that is one transfer of a series of Transfers which taken together would constitute the Transfer of a controlling Interest in you, then all of the following conditions must be met before or at the time of the Transfer:this Agreement.
(aiii) the Proposed New Owner must The transferee and/or its owner(s) must, in our judgment, have sufficient character, skill, aptitude, attitude, relevant business experience, aptitude, business ability and financial resources to operate an Area Representative Business and must either acquire the Franchise;Training Store from you or already own an EVOS® Restaurant that we consider worthy of serving as its Training Store.
(biv) you All your or the Area Representative Business’ obligations incurred in connection with this Agreement must pay any amounts owed for purchases from us and our affiliates, and any other amounts owed to us or our affiliates which are unpaid;be assumed by the transferee.
(cv) You must submit all required reports, financial statements and other documents due us up to the Proposed New Owner’s directors and such other personnel as we may designate must effective date of the transfer.
(vi) The transferee and/or its owner(s) must, in our judgment, have successfully satisfactorily completed our Initial training program at the transferee’s expense and met the qualifications and satisfactorily completed such training to own and operate a Training program, Store we approve for this purpose and shall be legally authorized and have all licenses necessary signed a franchise agreement with us to perform the services offered by the Franchise. The Proposed New Owner shall be responsible for any wages and compensation owed to, and the travel and living expenses (including all transportation costs, room, board and meals) incurred by, the attendees who attend the Initial Training program;do so.
(dvii) if your lease for the Premises requires it, the lessor must have consented to the assignment of the lease of the Premises to the Proposed New Owner;
(e) you (or the Proposed New Owner) must pay us a Transfer fee equal to seventy-five percent (75%) of the then current initial franchise fee we charge to new Start-up Location franchisees, and You must reimburse us for any reasonable the expenses incurred by us in investigating and processing any Proposed New Owner where we incur associated with the Transfer transfer (with the expectation, but no guaranty, that they will not exceed $15,000), unless such transfer is not consummated for any reason;made to a controlled entity under Subsection (d) of this Section, then no reimbursement is due.
(fviii) you You (and your Principal Owners and your and their spouses owners) must execute a general release (release, in a form satisfactory to us) , of any and all known and unknown claims you and/or they may have against us, our affiliates, and our and our affiliates’ respective officers, directors, employees, and agents; The Joint…The Chiropractic Place™ Franchise Agreement.
(gix) we We must approve the material terms and conditions of the proposed Transfer, including without limitation that such transfer (which approval will not be given if we decide the price and terms of payment are not so burdensome as to adversely affect the operation future operations of the Franchise;Area Representative Business by the transferee).
(hx) the Franchise You (and your transferring owners) must sign and deliver to us a written agreement in favor of us and the Premises shall have been placed in an attractivetransferee, neat and sanitary condition;
(i) you and your Principal Owners must enter into an agreement with us providing agreeing that all obligations of the Proposed New Owner to make installment payments of the purchase price (and any interest on it) to you or your Principal Owners will be subordinate to the obligations of the Proposed New Owner to pay any amounts payable under this Agreement or any new Franchise Agreement that we may require the Proposed New Owner to sign in connection with the Transfer;
(j) you and your Principal Owners must enter into a non-competition agreement wherein you agree not to engage in a competitive business for a period of two (2) years after not less than 2 years, commencing on the Transfer and within twentyeffective date of the transfer, to comply with the post-five (25) miles of your Franchise Premises or any other The Joint Corp. Location franchise location;term competitive restrictions described in this Agreement.
(kxi) the Franchise shall have been determined The transfer must be approved by us to contain all equipment and fixtures in good working condition, as were required at the initial opening of the Franchise. The Proposed New Owner shall have agreed, in writing, to make such reasonable capital expenditures to remodel, equip, modernize and redecorate the interior and exterior of the premises in accordance with our then existing plans and specifications for a The Joint Corp. Location franchise, and shall have agreed to pay our expenses for plan preparation or review, and site inspection;
(l) upon receiving our consent for the Transfer or sale of the Franchise, the Proposed New Owner shall agree to assume all of your obligations under this Agreement in a form acceptable to us, or, at our option, shall agree to execute a new Franchise Agreement with us in the form then being used by us. We may, at our option, require that you guarantee the performance, and obligations of the Proposed New Owner; and
(m) you must have properly offered us the opportunity to exercise our right of first refusal as described below, and we must have then declined to exercise it. The Joint…The Chiropractic Place™ Franchise Agreementnecessary regulatory authorities.
Appears in 1 contract
Samples: Area Representative Agreement (Healthy Fast Food Inc)
