Common use of Conditions for Approval of Transfer Clause in Contracts

Conditions for Approval of Transfer. If Franchisee and its owners are in full compliance with this Agreement, Company shall not unreasonably withhold its approval of a transfer that meets all the applicable requirements of this Section 12.04. The proposed transferee or its owner must be an individual of good moral character and otherwise meet Company's then applicable standards for franchisees. A transfer of ownership in the Residence licensed under this Agreement may only be made in conjunction with a transfer of this Agreement. If the transfer is of a controlling interest in Franchisee, or is one (1) of a series of transfers which in the aggregate constitute the transfer of a controlling interest in Franchisee, as a bare minimum, and without in any way limiting its discretion, Company may require prior to its consent that all of the following conditions must be satisfied prior to, or concurrently with, the effective date of the transfer: (i) the transferee must have sufficient business experience, aptitude, and financial resources to develop the Premises and operate the Residence; (ii) all obligations of Franchisee and its owner incurred in connection with this Agreement and the Franchise granted hereby must be assumed by the transferee; (iii) Franchisee must pay all Continuing Royalties, marketing contributions, termination payments, amounts owed for purchases by Franchisee from Company and its affiliates, and any other amounts of whatever nature owed to Company or its affiliates which are then due and unpaid; (iv) the transferee or its designated Directors and all new Directors as specified in ARTICLE III of this Agreement must have successfully completed Company's training program; (v) the lessors of the Premises must have consented to the assignment or sublease of the Premises to the transferee; (vi) the transferee must agree to be bound by all terms and conditions of this Agreement; (vii) Franchisee or the transferee must reimburse Company for all training and other expenses (including legal fees) reasonably incurred by Company in connection with the transfer; (viii) Franchisee and its transferring owner must execute a general release, in form satisfactory to Company, of any and all claims against Company, its affiliates and their officers, directors, employees and agents; (ix) Company must approve the material terms and conditions of the transfer, including, without limitation, a determination that the price and terms of payment are not so burdensome as to adversely affect the future development and operation of the Residence licensed under this Agreement by the transferee; (x) Franchisee and its transferring owner shall execute a non-competition covenant in favor of Company and the transferee agreeing that for a period of not less than three (3) years, commencing on the effective date of the transfer, it and/or they shall not have any interest as an owner, investor, lender, partner, director, officer, manager, employee, consultant, representative, or agent, or in any other capacity, in any business or commercial enterprise engaged in a Competitive Business located within a radius of twenty-five (25) miles from any Residence (wherever situated and operated by whomsoever) then in operation, under construction, or under lease or purchase commitment on the effective date of such transfer; (xi) Franchisee and its owner must enter into an agreement with Company providing that all obligations of the transferee to make installment payments of the purchase price or interest thereon on Franchisee or its owner shall be subordinate to the obligations of the transferee to pay Continuing Royalties, marketing contributions, termination payments and obligations for purchases from Company or its affiliate; and (xii) the Premises be refurbished and/or redecorated to

Conditions for Approval of Transfer. If Franchisee and 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), Company COMPANY shall not unreasonably withhold its approval of a transfer that meets all the applicable requirements of this Section 12.04. Paragraph C. The proposed transferee or and its owner owners must be an individual individuals of good moral character and otherwise meet CompanyCOMPANY's then applicable standards for TREATS Store franchisees. A transfer of ownership in the Residence licensed under this Agreement STORE may only be made in conjunction with a transfer of this Agreement. If the transfer is of this Agreement or a controlling interest in FranchiseeFRANCHISEE, or is one (1) of a series of transfers which in the aggregate constitute the transfer of this Agreement or a controlling interest in FranchiseeFRANCHISEE, as a bare minimum, and without in any way limiting its discretion, Company may require prior to its consent that all of the following conditions must be satisfied met prior to, to or concurrently with, with the effective date of the transfer: (i) the transferee must shall have sufficient business experience, aptitude, aptitude and financial resources to develop the Premises and operate the ResidenceSTORE; (ii) FRANCHISEE shall have paid all obligations of Franchisee royalty and its owner incurred in connection with this Agreement and the Franchise granted hereby must be assumed by the transferee; (iii) Franchisee must pay all Continuing Royaltiesservice fees, marketing Fund contributions, termination payments, amounts owed for purchases by Franchisee FRANCHISEE from Company COMPANY and its affiliates, affiliates and any all other amounts of whatever nature owed to Company COMPANY or its affiliates which are then due and unpaidshall have submitted to COMPANY all required reports and statements; (iv) the transferee (or owner) and its designated Directors and all new Directors as specified in ARTICLE III of this Agreement must manager shall have successfully completed Companyagreed to complete COMPANY's training programprogram to COMPANY's satisfaction; (v) the lessors of the Premises must have consented to the assignment or sublease of the Premises to the transferee; (vi) the transferee must agree shall have agreed to be bound by all of the terms and conditions of this Agreement; (vii) Franchisee FRANCHISEE or the transferee must reimburse Company for all training and other expenses shall have paid COMPANY its then current transfer fee; except to the extent limited or prohibited by applicable law FRANCHISEE (including legal fees) reasonably incurred by Company in connection with the transfer; (viii) Franchisee and its transferring owner must execute owners) shall have executed a general release, in form satisfactory to CompanyCOMPANY, of any and all claims against Company, COMPANY and its affiliates and their officers, directors, employees and agents; (ix) Company must approve COMPANY shall have approved the material terms and conditions of the such transfer, including, without limitation, a determination that the price and terms of payment are not so burdensome as to affect adversely affect the future development and transferee's operation of the Residence licensed STORE; if FRANCHISEE finances any part of the sale price of the transferred interest, FRANCHISEE and/or its owners shall have agreed that all obligations of the transferee under this Agreement or pursuant to any promissory notes, agreements or security interests reserved by FRANCHISEE or its owners in the assets of the STORE shall be subordinate to the transferee; (x) Franchisee 's obligations to pay royalty and service fees, Fund contributions and other amounts due to COMPANY and its transferring owner affiliates and otherwise to comply with this Agreement; FRANCHISEE (and its owners) shall execute have executed a non-non competition covenant agreement in favor of Company COMPANY and the transferee transferee, agreeing that for a period of not less than three two (32) years, commencing on the effective date of the transfer, it and/or they shall FRANCHISEE (and its owners) and members of the immediate family of FRANCHISEE (or its owners) will not have any direct or indirect interest as an owner, investor, lender, partner, director, officer, manager, employee, consultant, representative, or agent, or in any other capacity, in any business or commercial enterprise engaged in a Competitive Business located within a radius of twenty-five (25) miles from any Residence (wherever situated and operated by whomsoever) then in operation, under construction, or under lease or purchase commitment on the effective date of such transfer; (xi) Franchisee and its owner must enter into an agreement with Company providing that all obligations of the transferee to make installment payments of the purchase price or interest thereon on Franchisee or its owner shall be subordinate to the obligations of the transferee to pay Continuing Royalties, marketing contributions, termination payments and obligations for purchases from Company or its affiliate; and (xii) the Premises be refurbished and/or redecorated toinvolvement:

Conditions for Approval of Transfer. If Franchisee and its owners are in full compliance with this Agreement, Company Franchisor shall not unreasonably withhold its approval of a transfer that meets all the applicable requirements of this Section 12.04. The proposed transferee or its owner must be an individual of good moral character and otherwise meet CompanyFranchisor's then applicable standards for franchisees. A transfer of ownership in the Residence licensed under this Agreement Franchise may only be made in conjunction with a transfer of this Agreement. If the transfer is of a controlling interest in Franchisee, or is one (1) of a series of transfers which in the aggregate constitute the transfer of a controlling interest in Franchisee, as a bare minimum, and without in any way limiting its discretion, Company Franchisor may require prior to its consent that all of the following conditions must be satisfied met prior to, or concurrently with, the effective date of the transfer: (i) the transferee must have sufficient business experience, aptitude, and financial fmancial resources to develop the Premises and operate the ResidenceFranchised Restaurant in Franchisor's reasonable judgment; (ii) all obligations of Franchisee and its owner incurred in connection with this Agreement and the Franchise granted hereby must be assumed by the transferee; (iii) Franchisee must pay all such Continuing Royalties, Sales Tax, Marketing Fund contributions and other marketing contributionsobligations, termination payments, amounts owed for purchases by Franchisee from Company Franchisor and its affiliates, and any other amounts of whatever nature owed to Company Franchisor or its affiliates which are then due and unpaid; (iviii) the transferee or its designated Directors operations managers and all new Directors Restaurant Managers as specified in ARTICLE III Section 3 of this Agreement must have successfully completed Company's Franchisor' s training program; (viv) the lessors lessor of the Premises must have consented in writing to the assignment or sublease of the Premises to the transferee; (viv) the transferee must agree to assignee shall execute and be bound by all to the terms and conditions of Franchisor's franchise agreement then being offered to prospective franchisees of Franchisor (except that the assignee shall not be obligated to pay the Initial Franchise Fee and the remaining term of this Agreement shall expire on the stated expiration date of this Agreement); (vi) Franchisee or the transferee shall pay the transfer fee ("Transfer Fee") of Two Thousand Dollars ($2,000); (vii) Franchisee or the transferee must reimburse Company for all training and other expenses (including legal fees) reasonably incurred by Company in connection with the transfer; (viii) Franchisee and its transferring owner must execute a general release, in form satisfactory to CompanyFranchisor, of any and all claims against CompanyFranchisor, its affiliates and their officers, directors, employees and agents; (ixviii) Company Franchisor must approve the material terms and conditions of the such transfer, including, without limitation, a determination in Franchisor's reasonable discretion that the price and terms of payment are not so burdensome as to adversely affect the future development and operation operations of the Residence licensed under this Agreement Premises by the transferee; (xix) Franchisee and its transferring owner shall must execute a non-competition covenant in favor of Company Franchisor and the transferee agreeing that for a period of not less than three (3) years, commencing on the effective date of the transfer, it and/or and they in accordance with the provisions of Section 7.04 shall not have any interest as an owner, investor, lender, partner, director, officer, manager, employee, consultant, representative, or agent, or in any other capacity, in any business family-style steak house restaurant or commercial enterprise any other restaurant engaged in the sale or preparation of steak and/or a Competitive Business located within a radius combination of twenty-five steak and/or other food items or services (25for example, the use of buffets) miles from any Residence (wherever situated and operated by whomsoever) similar to the principal food items or services then approved for use in the restaurants then in operationoperation in the System, under construction, or under lease or purchase commitment on provided that the effective date operation of such transferanother restaurant concept by Franchisee as a duly franchised franchisee of Franchisor shall not constitute a breach of this Section 12.04; and (xix) Franchisee and its owner must enter into an agreement with Company Franchisor providing that all obligations of the transferee to make installment payments of the purchase price or interest thereon on to Franchisee or its owner shall be subordinate to the obligations of the transferee to pay Continuing Royalties, Marketing Fund contributions, other marketing contributionsobligations, termination payments and obligations for purchases from Company Franchisor or its affiliate; and (xii) the Premises be refurbished and/or redecorated toaffiliates.

Conditions for Approval of Transfer. If Franchisee you (and its owners your owners) are in full substantial compliance with this Agreement, Company shall not unreasonably withhold its approval then, subject to the other provisions of this Section 12, we will approve a transfer that meets all of the applicable requirements in this Subsection. Except as provided in Subsection 12.H. below, you need not obtain our approval of this Section 12.04. The proposed transferee or its owner must be an individual of good moral character and otherwise meet Company's then applicable standards for franchisees. A transfer of ownership in the Residence licensed under this Agreement may only be made in conjunction with a transfer of a non-controlling ownership interest in you or your owners (determined as of the date on which the proposed transfer will occur), unless the owner of the non-controlling ownership interest proposed to be transferred possesses actual management control of the FACILITY’s operation (in which case the conditions specified below will apply). However, any new owner of the non-controlling ownership interest must sign our form of Non-Monetary Guaranty and Assumption of Obligations, committing to comply with certain specified non-monetary obligations in this Agreement. If the new owner of the non-controlling ownership interest (i) fails for any reason to sign the Non-Monetary Guaranty and Assumption of Obligations, or (ii) would be deemed to be in violation of the Non-Monetary Guaranty and Assumption of Obligations immediately upon its signing because of certain activities in which the new owner then engages or has engaged, or (iii) has engaged in any dishonest, unethical, immoral, or similar conduct as a result of which his or her association with you and the FACILITY could, in our reasonable opinion, have a material adverse effect on the goodwill associated with the Marks, the proposed transfer to the new owner may not be completed despite anything to the contrary contained in this Section 12. If the proposed transfer is of this Agreement or a controlling ownership interest in Franchiseeyou or in an Entity that owns a controlling ownership interest in you, or is one (1) of a series of transfers (regardless of the time period over which these transfers take place) that in the aggregate constitute the transfer of this Agreement or a controlling ownership interest in Franchiseeyou or in an Entity that owns a controlling ownership interest in you, as a bare minimum, and without in any way limiting its discretion, Company may require prior to its consent that then all of the following conditions must be satisfied prior to, met before or concurrently with, the effective date of the transfer: (i) the transferee must have sufficient business experience, aptitude, and financial resources to develop the Premises and operate the Residence; (ii) all obligations of Franchisee and its owner incurred in connection with this Agreement and the Franchise granted hereby must be assumed by the transferee; (iii) Franchisee must pay all Continuing Royalties, marketing contributions, termination payments, amounts owed for purchases by Franchisee from Company and its affiliates, and any other amounts of whatever nature owed to Company or its affiliates which are then due and unpaid; (iv) the transferee or its designated Directors and all new Directors as specified in ARTICLE III of this Agreement must have successfully completed Company's training program; (v) the lessors of the Premises must have consented to the assignment or sublease of the Premises to the transferee; (vi) the transferee must agree to be bound by all terms and conditions of this Agreement; (vii) Franchisee or the transferee must reimburse Company for all training and other expenses (including legal fees) reasonably incurred by Company in connection with the proposed transfer; (viii) Franchisee and its transferring owner must execute a general release, in form satisfactory to Company, of any and all claims against Company, its affiliates and their officers, directors, employees and agents; (ix) Company must approve the material terms and conditions of the transfer, including, without limitation, a determination that the price and terms of payment are not so burdensome as to adversely affect the future development and operation of the Residence licensed under this Agreement by the transferee; (x) Franchisee and its transferring owner shall execute a non-competition covenant in favor of Company and the transferee agreeing that for a period of not less than three (3) years, commencing on the ’s effective date of the transfer, it and/or they shall not have any interest as an owner, investor, lender, partner, director, officer, manager, employee, consultant, representative, or agent, or in any other capacity, in any business or commercial enterprise engaged in a Competitive Business located within a radius of twenty-five (25) miles from any Residence (wherever situated and operated by whomsoever) then in operation, under construction, or under lease or purchase commitment on the effective date of such transfer; (xi) Franchisee and its owner must enter into an agreement with Company providing that all obligations of the transferee to make installment payments of the purchase price or interest thereon on Franchisee or its owner shall be subordinate to the obligations of the transferee to pay Continuing Royalties, marketing contributions, termination payments and obligations for purchases from Company or its affiliate; and (xii) the Premises be refurbished and/or redecorated todate: