Common use of Conditions for Approval of Transfer Clause in Contracts

Conditions for Approval of Transfer. If the Marketer (and its officers, directors, managers, owners and equivalents if the Marketer is an entity) are in full compliance with this Agreement, the Franchisor shall not unreasonably withhold its approval of a transfer that meets all the applicable requirements of this Section. The proposed transferee and its officers, directors, managers and owners must be individuals of good moral character and otherwise meet the Franchisor's then applicable standards for area marketers. If the transfer is of this Agreement, a 30% or more ("Controlling Interest") interest in the Marketer, or all or a substantial portion of the assets of the Business, or is one of a series of transfers which in the aggregate constitute the transfer of this Agreement, a Controlling Interest in the Marketer or all or a substantial portion of the assets of the Business, all of the following conditions must be met prior to or concurrently with the effective date of the transfer: a. The transferee shall have sufficient business experience, aptitude and financial resources to act as a Marketer, agree to be bound by all of the terms and conditions of this Agreement and the transferee and/or its Principal Owner must have completed the Franchisor's training program to the Franchisor's satisfaction; b. The Marketer shall have paid all fees due hereunder, all amounts owed for purchases from the Franchisor and all other amounts owed to the Franchisor or its affiliates and third party creditors and submit to the Franchisor all required reports and statements; c. The Marketer or the transferee shall have paid the Franchisor a transfer fee in the amount of $2,500 to defray expenses the Franchisor incurs in connection with the transfer; d. The Marketer (and/or its transferring owners) executes a general release, in form satisfactory to the Franchisor, of any and all claims against the Franchisor and its affiliates and their respective officers, directors, employees and agents; e. The transferee shall execute an Area Marketing Agreement in the form then currently offered by the Franchisor, the term of which will end on the expiration date of this Agreement, and which shall supersede this Agreement in all respects. The Marketer acknowledges that the terms of a new Area Marketing Agreement may differ from the terms of this Agreement; f. The Franchisor shall have approved the material terms and conditions of such transfer, including, without limitation, that the price and terms of payment are not so burdensome as to affect adversely the transferee's business as a Marketer of the Franchisor; g. If the Marketer (and/or the transferring owners) finances any part of the sale price of the transferred interest, the Marketer and/or its owners shall have agreed that all obligations of the transferee under any promissory notes, agreements or security interests shall be subordinate to the transferee's obligations to pay fees, and other amounts due to the Franchisor, its affiliates and designees and otherwise to comply with this Agreement; and h. The Marketer (and/or its transferring owners) shall have executed a noncompetition covenant in favor of the Franchisor and the transferee with terms the same as those set forth in Section 17.5 below.

Conditions for Approval of Transfer. If the Marketer FRANCHISEE is in full compliance with this Agreement (and and, if FRANCHISEE is a corporation or partnership, its officers, directors, managers, owners and equivalents if the Marketer is an entity) are in full compliance with this Agreement), the Franchisor COMPANY shall not unreasonably withhold its approval of a transfer that meets all the applicable requirements of this Section. Paragraph C. The proposed transferee and its officers, directors, managers and owners must be individuals of good moral character and otherwise meet the FranchisorCOMPANY's then applicable standards for area marketersTREATS Store franchisees. A transfer of ownership in the STORE may only be made in conjunction with a transfer of this Agreement. If the transfer is of this Agreement, Agreement or a 30% or more ("Controlling Interest") controlling interest in the Marketer, or all or a substantial portion of the assets of the BusinessFRANCHISEE, or is one of a series of transfers which in the aggregate constitute the transfer of this Agreement, a Controlling Interest in the Marketer or all Agreement or a substantial portion of the assets of the Businesscontrolling interest in FRANCHISEE, all of the following conditions must be met prior to or concurrently with the effective date of the transfer: a. The : the transferee shall have sufficient business experience, aptitude and financial resources to act as a Marketeroperate the STORE; FRANCHISEE shall have paid all royalty and service fees, agree Fund contributions, amounts owed for purchases by FRANCHISEE from COMPANY and its affiliates and all other amounts owed to COMPANY or its affiliates and shall have submitted to COMPANY all required reports and statements; the transferee (or owner) and its manager shall have agreed to complete COMPANY's training program to COMPANY's satisfaction; the transferee shall have agreed to be bound by all of the terms and conditions of this Agreement and the transferee and/or its Principal Owner must have completed the Franchisor's training program to the Franchisor's satisfaction; b. The Marketer shall have paid all fees due hereunder, all amounts owed for purchases from the Franchisor and all other amounts owed to the Franchisor or its affiliates and third party creditors and submit to the Franchisor all required reports and statements; c. The Marketer Agreement; FRANCHISEE or the transferee shall have paid COMPANY its then current transfer fee; except to the Franchisor a transfer fee in the amount of $2,500 to defray expenses the Franchisor incurs in connection with the transfer; d. The Marketer extent limited or prohibited by applicable law FRANCHISEE (and/or and its transferring owners) executes shall have executed a general release, in form satisfactory to the FranchisorCOMPANY, of any and all claims against the Franchisor COMPANY and its affiliates and their respective officers, directors, employees and agents; e. The transferee shall execute an Area Marketing Agreement in the form then currently offered by the Franchisor, the term of which will end on the expiration date of this Agreement, and which shall supersede this Agreement in all respects. The Marketer acknowledges that the terms of a new Area Marketing Agreement may differ from the terms of this Agreement; f. The Franchisor ; COMPANY shall have approved the material terms and conditions of such transfer, including, without limitation, that the price and terms of payment are not so burdensome as to affect adversely the transferee's business as a Marketer operation of the Franchisor; g. If the Marketer (and/or the transferring owners) STORE; if FRANCHISEE finances any part of the sale price of the transferred interest, the Marketer FRANCHISEE and/or its owners shall have agreed that all obligations of the transferee under 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's obligations to pay royalty and service fees, Fund contributions and other amounts due to the Franchisor, COMPANY and its affiliates and designees and otherwise to comply with this Agreement; and h. The Marketer FRANCHISEE (and/or and its transferring owners) shall have executed a noncompetition covenant non competition agreement in favor of the Franchisor COMPANY and the transferee transferee, agreeing that for a period of not less than two (2) years, commencing on the effective date of the transfer, FRANCHISEE (and its owners) and members of the immediate family of FRANCHISEE (or its owners) will not have any direct or indirect interest or involvement: (a) as an owner, investor, partner, director, officer, employee, consultant, representative or agent, or in any other capacity, in any Competitive Business operating or located at or within five (5) miles of the Premises; or (b) or in any entity which is granting franchises or licenses to others to operate a Competitive Business located at or within five (5) miles of the Premises. The restrictions of this Subparagraph shall not apply to TREATS Stores operated under Franchise Agreements with terms COMPANY and the same ownership of securities publicly traded that represent one percent (1%) or less of that class of stock; and FRANCHISEE shall have agreed that he will not directly or indirectly at any time or in any manner (except with respect to TREATS Stores owned and operated by FRANCHISEE) identify himself or any business as those set forth a current or former TREATS Store, or as a franchisee, licensee or dealer of COMPANY or its affiliates, use any Mxxx, any colorable imitation thereof or other indicia of a TREATS Store in Section 17.5 belowany 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 COMPANY or its affiliates. If the proposed transfer is to or among owners of FRANCHISEE, Subparagraph (5) of the above requirements shall not apply.

Conditions for Approval of Transfer. If the Marketer (and its officers, directors, managers, owners and equivalents if the Marketer is an entity) are is in full compliance with this Agreement, the Franchisor shall not unreasonably withhold its approval of a transfer that meets all the applicable requirements of this Section. The proposed transferee and its officers, directors, managers and owners must be individuals of good moral character and otherwise meet the Franchisor's then applicable standards for area marketers. If the transfer is of this Agreement, a 30% or more ("Controlling Interest") interest in the Marketer, or all or a substantial portion of the assets of the Business, or is one of a series of transfers which in the aggregate constitute the transfer of this Agreement, a Controlling Interest in the Marketer or all or a substantial portion of the assets of the Business, all of the following conditions must be met prior to or concurrently with the effective date of the transfer: a. The transferee shall have sufficient business experience, aptitude and financial resources to act as a Marketer, agree to be bound by all of the terms and conditions of this Agreement and the transferee and/or its Principal Owner must have completed the Franchisor's training program to the Franchisor's satisfaction; b. The Marketer shall have paid all fees due hereunder, all amounts owed for purchases from the Franchisor and all other amounts owed to the Franchisor or its affiliates and third party creditors and submit to the Franchisor all required reports and statements; c. The Marketer or the transferee shall have paid the Franchisor a transfer fee in the amount of $2,500 to defray expenses the Franchisor incurs in connection with the transfer; d. The Marketer (and/or its transferring owners) executes shall have executed a general release, in form satisfactory to the Franchisor, of any and all claims against the Franchisor and its affiliates and their respective officers, directors, employees and agents; e. The transferee shall execute have executed an Area Marketing Agreement in the form then currently offered by the Franchisor, the term of which will end on the expiration date of this Agreement, and which shall supersede this Agreement in all respects. The Marketer acknowledges that the terms of a new Area Marketing Agreement may differ from the terms of this Agreement; f. The Franchisor shall have approved the material terms and conditions of such transfer, including, without limitation, that the price and terms of payment are not so burdensome as to affect adversely the transferee's business as a Marketer of the Franchisor; g. If the Marketer (and/or the transferring owners) finances any part of the sale price of the transferred interest, the Marketer and/or its owners shall have agreed that all obligations of the transferee under any promissory notes, agreements or security interests shall be subordinate to the transferee's obligations to pay fees, and other amounts due to the Franchisor, its affiliates and designees and otherwise to comply with this Agreement; and h. The Marketer (and/or its transferring owners) shall have executed a noncompetition covenant in favor of the Franchisor and the transferee with terms the same as those set forth in Section 17.5 below.

Conditions for Approval of Transfer. If the Marketer (and its officers, directors, managers, owners and equivalents if the Marketer is an entity) are is in full compliance with this Agreement, the Franchisor shall not unreasonably withhold its approval of a transfer that meets all the applicable requirements of this Section. The proposed transferee and its officers, directors, managers and owners must be individuals of good moral character and otherwise meet the Franchisor's then applicable standards for area marketers. If the transfer is of this Agreement, a 30% or more ("Controlling Interest") interest in the Marketer, or all or a substantial portion of the assets of the Business, or is one of a series of transfers which in the aggregate constitute the transfer of this Agreement, a Controlling Interest in the Marketer or all or a substantial portion of the assets of the Business, all of the following conditions must be met prior to or concurrently with the effective date of the transfer: a. The transferee shall have sufficient business experience, aptitude and financial resources to act as a Marketer, agree to be bound by all of the terms and conditions of this Agreement and the transferee and/or its Principal Owner must have completed the Franchisor's training program to the Franchisor's satisfaction; b. The Marketer shall have paid all fees due hereunder, all amounts owed for purchases from the Franchisor and all other amounts owed to the Franchisor or its affiliates and third party creditors and submit to the Franchisor all required reports and statements; c. The Marketer or the transferee shall have paid the Franchisor a transfer fee in the amount of $2,500 4,000 to defray expenses the Franchisor incurs in connection with the transfer; d. The Marketer (and/or its transferring owners) executes shall have executed a general release, in form satisfactory to the Franchisor, of any and all claims against the Franchisor and its affiliates and their respective officers, directors, employees and agents; e. The transferee shall execute have executed an Area Marketing Agreement in the form then currently offered by the Franchisor, the term of which will end on the expiration date of this Agreement, and which shall supersede this Agreement in all respects. The Marketer acknowledges that the terms of a new Area Marketing Agreement may differ from the terms of this Agreement; f. The Franchisor shall have approved the material terms and conditions of such transfer, including, without limitation, that the price and terms of payment are not so burdensome as to affect adversely the transferee's business as a Marketer of the Franchisor; g. If the Marketer (and/or the transferring owners) finances any part of the sale price of the transferred interest, the Marketer and/or its owners shall have agreed that all obligations of the transferee under any promissory notes, agreements or security interests shall be subordinate to the transferee's obligations to pay fees, and other amounts due to the Franchisor, its affiliates and designees and otherwise to comply with this Agreement; and h. The Marketer (and/or its transferring owners) shall have executed a noncompetition covenant in favor of the Franchisor and the transferee with terms the same as those set forth in Section 17.5 below.

Conditions for Approval of Transfer. If the Marketer (Developer and its officers, directors, managers, owners and equivalents if the Marketer is an entity) Owners are in full compliance with this Agreement, the Franchisor shall not unreasonably withhold its approval of a transfer that meets all of the applicable requirements of this Section. The proposed transferee and its officers, directors, managers and owners must be individuals of good moral character and otherwise meet the Franchisor's then applicable standards for area marketers. Section 9.C. If the transfer is of this Agreement, or of a 30% Principal Owner's interest, or more ("Controlling Interest") a controlling interest in the Marketer, or all or a substantial portion of the assets of the BusinessDeveloper, or is one of a series of transfers which in the aggregate constitute the transfer of this Agreementa controlling interest in Developer, a Controlling Interest Franchisor may in the Marketer its sole discretion require, as conditions of its approval, any or all or a substantial portion of the assets of the Business, all of the following conditions must to be met prior to to, or concurrently with with, the effective date of the transfer: a. The transferee shall have sufficient business experience, aptitude and financial resources to act as a Marketer, agree to be bound by all of the terms and conditions of this Agreement and the transferee and/or its Principal Owner (1) Developer must have completed the Franchisor's training program to the Franchisor's satisfaction; b. The Marketer shall have paid all fees due hereunder, pay all amounts owed for purchases from the to Franchisor and all its subsidiaries and affiliates which are then due and unpaid; (2) Developer or its Principal Owners shall not be in default under any provision of this Agreement, any amendment or supplement hereto or any other amounts owed to agreement between Developer or any of the Principal Owners and Franchisor or any of its affiliates and third party creditors and submit to the Franchisor all required reports and statementsAffiliates; c. The Marketer (3) Developer, its Owners or the transferee shall have paid the Franchisor a transfer fee in the amount of $2,500 to defray expenses the Franchisor incurs in connection with the transfer; d. The Marketer (and/or its transferring ownersOwner(s) executes must execute a general release, in a form satisfactory to the prescribed by Franchisor, of any and all claims claims, of whatever kind or nature, against the Franchisor Franchisor, its Affiliates, successors and its affiliates assigns and their respective officers, directors, employees shareholders, partners, employees, agents and agents; e. The transferee shall execute an Area Marketing Agreement in the form then currently offered by the Franchisor, the term of which will end on the expiration date of this Agreement, and which shall supersede this Agreement in all respects. The Marketer acknowledges that the terms of a new Area Marketing Agreement may differ from the terms of this Agreement; f. The Franchisor shall have approved the material terms and conditions of such transferrepresentatives, including, without limitation, claims arising under this Agreement or any other agreement between Developer and Franchisor or its Affiliates and federal, state and local laws, regulations, rules or orders; (4) The transferee and its principals shall have demonstrated to Franchisor's satisfaction that transferee meets the price then current criteria considered by Franchisor when reviewing a prospective developer of Stores, including Franchisor's educational, managerial and terms of payment are not so burdensome as to affect adversely the business standards, transferee's character, business reputation, credit rating and financial capability, and transferee's aptitude and ability to conduct the business contemplated hereunder (as may be evidenced by prior related business experience or otherwise); (5) The transferee shall have entered into a Marketer written agreement, in a form prescribed by Franchisor, assuming full, unconditional, joint and several liability for, and agreeing to perform from the date of the Franchisortransfer, all obligations, covenants and agreements contained in this Agreement; g. (6) All Franchise Agreements between Franchisor and Developer or any Authorized Entity must be transferred, in form satisfactory to Franchisor, to the transferee of this Agreement (or the transferee of a controlling interest in Developer); (7) The transferee (or, if transferee is a corporation or a partnership, one of transferee's shareholders, partners or investors, as designated by Franchisor) and transferee's personnel must agree to complete Franchisor's training program to Franchisor's satisfaction; (8) If the Marketer (and/or the transferring owners) finances transferee is a corporation or a partnership, transferee shall make and will be bound by any part or all of the sale price of the transferred interestrepresentations, the Marketer and/or its owners shall have agreed that all obligations of the transferee under any promissory notes, agreements or security interests shall be subordinate to the transferee's obligations to pay feeswarranties, and other amounts due to the Franchisor, its affiliates and designees and otherwise to comply with this Agreement; and h. The Marketer (and/or its transferring owners) shall have executed a noncompetition covenant in favor of the Franchisor and the transferee with terms the same as those covenants set forth in Section 17.5 below13 as Franchisor requests. Transferee shall provide to Franchisor evidence satisfactory to Franchisor that the terms of Section 13 have been satisfied and are true and correct on the date of transfer; (9) Transferee, at its expense, shall renovate and modernize the facilities and equipment used in the Stores to Franchisor's then-current standards for C.D. Warehouse Stores under the System, as Franchisor may require; and (10) Except in the case of a transfer to an entity formed solely for the convenience of ownership, Developer or its transferring Principal Owners or the transferee shall have paid a transfer fee of Two Thousand Dollars ($2,000.00) or such greater amount as is reasonably necessary to reimburse Franchisor for its expenses in connection with the approval of the transfer of this Agreement and any Franchise Agreements executed hereunder. Developer shall not grant a security interest in this Agreement or the rights hereunder without Franchisor's prior written consent, which consent shall not be unreasonably withheld. In connection therewith, the secured party shall be required by Franchisor to agree that in the event of any default by Developer under any documents related to the security interest, Franchisor shall have the right and option (but not the obligation) to be substituted as obligor to the secured party and to cure any default of Developer. Developer and its Principal Owners acknowledge and agree that each condition which must be met by the transferee is reasonable and necessary to assure such transferee's full performance of the obligations hereunder.