Conditions for Approval of Transfer. If you (and your owners) are in full compliance with this Agreement, then, subject to the other provisions of this Section 12, we will approve a transfer that meets all the applicable requirements of this Paragraph. A non-controlling ownership interest in you (determined before the date on which a proposed transfer is to occur) may be transferred as long as the proposed transferee and its direct and indirect owners are individuals of good character and otherwise meet our then applicable standards for XXXXX'X SUBS 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 the transfer is of this Agreement or a controlling interest in you, or is one of a series of transfers (regardless of the period of time over which these transfers take place) which in the aggregate constitute the transfer of this Agreement or a controlling interest in you, all of the following conditions must be met prior to or concurrently with the effective date of the transfer: (1) the transferee has sufficient business experience, aptitude and financial resources to operate the RESTAURANT; (2) you have paid all Royalties, Marketing Fund contributions, Cooperative contributions, amounts owed for purchases from us and all other amounts owed to us or to third-party creditors and have submitted all required reports and statements; (3) the transferee and its owners and affiliates are not engaged in a Competitive Business; (4) the transferee (or its managing owner) and its manager (if different from your manager) have agreed to complete our standard training program; (5) you are allowed to transfer the Lease; (6) the transferee has agreed to be bound by all of the terms and conditions of this Agreement; (7) you or the transferee pays us a transfer fee in the amount of $2,500 to defray expenses we incur in the transfer, including the costs of training the transferee (or its managing owner) and its other personnel; (8) you (and your transferring owners) have executed a general release, in form satisfactory to us, of any and all claims against us and our shareholders, officers, directors, employees and agents; (9) we have approved the material terms and conditions of the transfer and determined that the price and terms of payment will not adversely affect the transferee's operation of the RESTAURANT; (10) 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 under 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, Marketing Fund contributions and other amounts due to us and otherwise to comply with this Agreement; (11) you and your transferring owners (and your and your owners' spouses) have executed a non-competition covenant in favor of us and the transferee agreeing to be bound, commencing on the effective date of the transfer, by the restrictions contained in Section 15.D. hereof; and (12) 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 other XXXXX'X SUBS Restaurants you own and operate) identify yourself or themselves or any business as a current or former XXXXX'X SUBS Restaurant, or as one of our licensees or franchise owners, use any Xxxx, any colorable imitation thereof or other indicia of a XXXXX'X SUBS Restaurant 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, Subparagraph (7) of the above requirements will not apply, although the transferee is required to reimburse us for any administrative costs we incur in the transfer. We can review all information regarding the RESTAURANT that you give the transferee, correct any information that we believe is inaccurate and give the transferee copies of any reports you have submitted to us or we have made regarding the RESTAURANT.
Appears in 1 contract
Conditions for Approval of Transfer. If you (and your owners) are in full compliance with this Agreement, then, then subject to the other provisions of this Section 12, we will approve a transfer that meets all the applicable requirements of this ParagraphSection. A non-controlling ownership interest in you (determined before the date on which a proposed transfer is to occur) may be transferred as long as the The proposed transferee and its direct and indirect owners are must be individuals of good character and otherwise meet our then applicable standards for XXXXX'X SUBS Restaurant franchise ownersRAGIN' RIBS(R) RestauranT franchisees. A transfer of ownership, possession possxxxxxn or control of the RESTAURANT Restaurant may be made only in conjunction with a transfer of this Agreement. If the transfer is of this Agreement or a controlling interest in you, or is one of a series of transfers (regardless of the period of time over which these transfers take place) which in the aggregate constitute the transfer of this Agreement or a controlling interest in you, all of the following conditions must be met prior to or concurrently with the effective date of the transfer:
(1a) the transferee has sufficient business experience, aptitude and financial resources to operate the RESTAURANTRestaurant;
(2b) you have paid all Royalties, Marketing Fund contributions, Cooperative contributionsAdvertising Fees, amounts owed for purchases from us and all other amounts owed to us or to third-party creditors and have submitted all required reports and statements;
(3) the transferee and its owners and affiliates are not engaged in a Competitive Business;
(4c) the transferee (or its managing owner) and its manager (if different from your managerowners) have agreed to complete our standard training program, at their expense;
(5) you are allowed to transfer the Lease;
(6d) the transferee has agreed to be bound by all of the terms and conditions of this Agreement;
(7e) the transferee has entered into our then-current form of Franchise Agreement for a Term ending on the expiration date of this Agreement and requiring no initial franchise fee;
(f) the transferee agrees to upgrade the Restaurant to conform to our then-current standards and specifications;
(g) you or the transferee pays pay us a transfer fee as set by us from time to time, but in the amount of no event less than $2,500 10,000, to defray expenses we incur in connection with the transfer, including the costs of training the transferee (or its managing ownerowners) and its other personnel;
(8) h) you (and your transferring owners) have executed signed a general release, in form satisfactory to us, of any and all claims against us and our shareholders, officers, directors, employees and agents;
(9i) we have approved the material terms and conditions of the such transfer and determined that the price and terms of payment will not adversely affect the transferee's operation of the RESTAURANTRestaurant;
(10j) 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 under pursuant to any promissory notes, agreements or security interests that you or your owners have reserved in the RESTAURANT Restaurant are subordinate to the transferee's obligation to pay Royalties, Marketing Fund contributions Advertising Fees and other amounts due to us and otherwise to comply with this Agreement;
(11k) you and your transferring owners (and your and your owners' spousesspouses and children) have executed signed a non-competition covenant in favor of us and the transferee agreeing to be bound, commencing on the effective date of the transfer, by the restrictions contained in Section 15.D. hereofthis Agreement; and
(12l) 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 XXXXX'X SUBS RAGIN' RIBS(R) Restaurants you own and operate) identify yourself yoxxxxxf or themselves or any business as a current or former XXXXX'X SUBS RAGIN' RIBS(R) Restaurant, or as aS one of our licensees or franchise ownersfrxxxxxsees, use any XxxxMark, any colorable imitation thereof of a Mark, or other indicia of a XXXXX'X SUBS ox x RAGIN' RIBS(R) Restaurant in any manner anx xxnner or for any purpose or utilize xx xxilize for any purpose any trade name, trade or service xxxx mark or other commercial symbol that suggests or indicates a connection x xxnnection or association with us. If the proposed transfer is among your owners, Subparagraph (7) of the above requirements will not apply, although the transferee is required to reimburse us for any administrative costs we incur in the transfer. We can review all information regarding the RESTAURANT that you give the transferee, correct any information that we believe is inaccurate and give the transferee copies of any reports you have submitted to us or we have made regarding the RESTAURANT.
Appears in 1 contract
Samples: Franchise Agreement (P D C Innovative Industries Inc)
Conditions for Approval of Transfer. If you (and your owners) are in full compliance with this Agreement, then, subject to the other provisions of this Section 12, we will approve a transfer that meets all the applicable requirements of this Paragraph. A non-controlling ownership interest in you (determined before the date on which a proposed transfer is to occur) may be transferred as long as the The proposed transferee and its direct and indirect owners are individuals of good character and otherwise (if the proposed transferee is an entity) must meet our then applicable standards for XXXXX'X SUBS Friendly's Restaurant franchise ownerslicensees. A transfer of ownershipIn addition, possession or control of the RESTAURANT may be made only in conjunction with a transfer of this Agreement. If if the transfer is of this Agreement or a controlling interest in you, or is one of a series of transfers (regardless of the period of time over which these transfers take place) which in the aggregate constitute the transfer of this Agreement or a controlling interest in youthe Franchise, all of the following conditions must also be met prior to to, or concurrently with with, the effective date of the transfer:
(1) the transferee has must have sufficient business experience, aptitude and financial resources to operate the RESTAURANTRestaurant;
(2) prior to the effective date of the transfer, you have paid or the transferee must pay all Royaltiesroyalty fees, Marketing Fund contributions, Cooperative contributions, amounts owed for purchases from us contributions and all other amounts owed to us or our 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 third-party creditors and have submitted all required reports and statementsour satisfaction (or make provision for their cure satisfactory to us);
(3) the transferee and its owners and affiliates are not engaged in a Competitive Businessmanagement personnel must have completed our training program to our satisfaction;
(4) the transferee (must apply for a new license agreement in accordance with our then current standards for a term equal to the remaining term of this Agreement or its managing owner) for a full term. If the application is approved, we and its manager (if different from your manager) have agreed the transferee will enter into a commitment agreement to complete govern the operation of the Restaurant until commencement of the new license agreement, provided that the transferee upgrades and modernizes the Restaurant to our standard training programthen-current standards and meets the other requirements of the commitment agreement;
(5) you are allowed or the transferee must pay us the then current transfer fee to transfer defray expenses incurred by us in connection with the Leasetransfer;
(6) the transferee has agreed to be bound by all of the terms you, and conditions of this Agreement;
(7) if you or the transferee pays us a transfer fee in the amount of $2,500 to defray expenses we incur in the transfer, including the costs of training the transferee (or its managing owner) and its other personnel;
(8) you are an entity (and have signed the Entity Addendum (the "Entity Addendum")), your transferring owners) have executed , officers and directors must execute a general release, in a form satisfactory to us, of any and all existing claims against us us, our subsidiaries and affiliates, and our shareholders, and their officers, directors, partners, employees and agents;
(97) we have approved must approve the material terms and conditions of the transfer and determined such transfer, including, without limitation, our determination that the price and terms of payment will are not so burdensome as to adversely affect the transferee's subsequent operation or financial results of the RESTAURANTRestaurant;
(10) 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 under 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, Marketing Fund contributions and other amounts due to us and otherwise to comply with this Agreement;
(11) 8) you and your transferring owners (and your and your owners' spouses) have executed any guarantors must execute a non-competition covenant in favor of us and the transferee agreeing to be boundtransferee, commencing on containing the effective date of the transfer, by the restrictions terms contained in Section 15.D. hereof16A;
(9) the lessor and lender, if any, of the Premises must give you its or their advance written consent to the transfer of the Premises, if required, and you must provide us with a copy of such consent; and
(1210) you and your transferring owners have agreed that you any guarantors must guarantee the transferee's financial obligations to us in its commitment agreement and they will not directly or indirectly at any time or in any manner (except with other XXXXX'X SUBS Restaurants you own and operate) identify yourself or themselves or any business as a current or former XXXXX'X SUBS Restaurant, or as one license agreement for two years from the date of our licensees or franchise owners, use any Xxxx, any colorable imitation thereof or other indicia of a XXXXX'X SUBS Restaurant 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 ustransfer. If the proposed transfer is to or among your ownersowners of you, Subparagraph subsection (75) of the above requirements will shall not apply, although the transferee is required to reimburse us for any administrative costs we incur in the transfer. We can review all information regarding the RESTAURANT that you give the transferee, correct any information that we believe is inaccurate and give the transferee copies of any reports you have submitted to us or we have made regarding the RESTAURANT.
Appears in 1 contract
Conditions for Approval of Transfer. If you (and your owners) Owners are in full compliance with this Agreement, then, subject to the other provisions of this Section 12Section, we will approve not unreasonably withhold our approval of a transfer that meets all the applicable requirements in this Section; provided, however, that if the transfer is of this Paragraph. A non-controlling a minority ownership interest in you (determined before the date on which and you retain a proposed transfer is to occur) may be transferred majority equity interest and voting control), Subsections 12.3.2, 12.3.5, 12.3.6, 12.3.7, 12.3.10 and 12.3.11 below shall not apply. Except as long as the proposed transferee and its direct and indirect owners are individuals of good character and otherwise meet our then applicable standards for XXXXX'X SUBS 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 the transfer is of this Agreement or a controlling interest in you, or is one of a series of transfers (regardless of the period of time over which these transfers take place) which described in the aggregate constitute the transfer of this Agreement or a controlling interest in youprevious sentence, all of the following conditions must be met prior to before or concurrently with the effective date of the transfer:
(1) 12.3.1 the transferee and its owners must be individuals of good moral character and otherwise meet our then applicable standards for a CareBuilders At Home Office franchisee;
12.3.2 the transferee has sufficient business experience, aptitude and financial resources to operate the RESTAURANTOffice;
(2) 12.3.3 you have paid all Royaltiesrequired Continuing Royalty Fees, Marketing Fund contributions, Cooperative contributions, amounts owed for purchases from us Brand Development Fees and all other amounts owed to us or to third-party creditors and our affiliates, have submitted all required reports and statements, and are not in violation of any provision of this Agreement or any other agreement with us or our affiliates;
(3) 12.3.4 the transferee and its owners and affiliates are does not engaged operate, or have an ownership or other interest in or relationship with a Competitive BusinessOffice or has fully divested all such ownership or other interest in such Competitive Office at least fourteen (14) days prior to transfer, and shall execute an affidavit undertaking to such effect;
(4) 12.3.5 the transferee (or its managing owner) and its manager (if different from your manager) have agreed to complete satisfactorily completes our standard training program;
(5) you are allowed to transfer 12.3.6 the Leasetransferee and any other persons designated by us sign our then-current form of franchise agreement and related documents, the provisions of which may differ materially from any and all of those contained in this Agreement and the term of which shall be for the remaining term of this Agreement at the time of transfer;
(6) the transferee has agreed to be bound by all of the terms and conditions of this Agreement;
(7) 12.3.7 you or the transferee pays us pay us, upon consummation of the transfer, a transfer fee equal to Ten Thousand Dollars ($10,000); provided, however, that in the amount event the transfer is to an immediate family member (which for purposes of this Agreement includes parents, siblings and/or children), the transfer fee payable hereunder shall be Seven Thousand Five Hundred Dollars ($2,500 to defray expenses we incur in the transfer, including the costs of training the transferee (or its managing owner) and its other personnel7,500);
(8) 12.3.8 you (and your transferring owners) have executed Owners sign a general release, in a form satisfactory to us, of any and all claims against us and our affiliates and our and their respective shareholders, officers, directors, employees employees, representatives, agents, successors and agentsassigns (provided, however, that all rights enjoyed by you and any causes of action arising in your favor from the provisions of Article 33 of the New York General Business Law (“GBL”) and the regulations issued thereunder shall remain in force; it being the intent of this provision that the non-waiver provisions of GBL Sections 687.4 and 687.5 be satisfied);
(9) 12.3.9 we have approved the material terms and conditions of the transfer and determined that the purchase price and payment terms of payment will not adversely affect the transferee's ’s operation of the RESTAURANTOffice;
(10) 12.3.10 if you or your owners we finance any part of the sale price of the transferred interestpurchase price, you and/or your owners have agreed agree that all of the transferee's ’s obligations under any promissory notes, agreements or security interests that you or your owners have reserved in the RESTAURANT Office are subordinate to the transferee's ’s obligation to pay Royalties, Marketing Fund contributions Continuing Royalty Fees and other amounts due to us and otherwise to comply with this Agreement;
12.3.11 the landlord of the Office must consent in writing to the assignment of your lease to the transferee;
12.3.12 if the proposed transferee is acquiring a portion of the interest in the legal entity that is you, then the proposed transferee, and any owners of the proposed transferee, must execute our form of guaranty;
12.3.13 you agree for two (112) you and your transferring owners (and your and your owners' spouses) have executed a non-competition covenant in favor of us and the transferee agreeing to be bound, commencing years beginning on the transfer’s effective date date, not to engage in any of the transfer, by the restrictions contained activities prescribed in Section 15.D. hereof15.4 below; and
(12) 12.3.14 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 XXXXX'X SUBS Restaurants CareBuilders At Home Offices you own and operateoperate pursuant to franchise agreements with us) identify yourself or themselves or any business as a current or former XXXXX'X SUBS Restaurant, CareBuilders At Home Office or as one of our licensees or franchise ownersfranchisees, use any XxxxMark, any colorable imitation thereof of a Mark, or other indicia of a XXXXX'X SUBS Restaurant CareBuilders At Home Office in any manner or for any purpose purpose, or utilize for any purpose any trade name, trade or trademark, service xxxx mark, or other commercial symbol that suggests or indicates a connection or association with us. If the proposed transfer is among your owners, Subparagraph (7) of the above requirements will not apply, although the transferee is required to reimburse us for any administrative costs we incur in the transfer. We can may review all information regarding the RESTAURANT Office that you give the transferee, correct any information that we believe is inaccurate inaccurate, and give the transferee copies of any reports that you have submitted to given us or we have made regarding the RESTAURANTOffice.
Appears in 1 contract
Samples: Franchise Agreement
