Common use of Consent of Muzak Clause in Contracts

Consent of Muzak. Muzak shall not unreasonably withhold its consent ---------------- to a transfer described in Section 12.1; provided, however, that Muzak may require any or all of the following as conditions of its approval: (a) All of Licensee's accrued monetary obligations to Muzak shall have been satisfied (or otherwise provided for to Muzak's satisfaction, including without limitation the escrowing with counsel at closing of the full amount of such obligations); (b) The transferee and its owners shall enter into a written assignment, in a form reasonably satisfactory to Muzak, assuming and agreeing to discharge all of Licensee's obligations under this Agreement; (c) The transferee shall demonstrate to Muzak's reasonable satisfaction that (i) the transferee has the personal character and the financial resources to conduct the Business, (ii) the transferee personally has the general business experience to conduct the Business or will employ during the term of this Agreement a general manager with such business experience to conduct the Business, and (iii) the transferee is not in a position to use the information obtained as a licensee of Muzak in a manner that will be harmful to Muzak outside the Territory; and (d) The transferee shall pay Muzak a transfer fee as follows: (i) For any transfer to an existing licensee of Muzak (or any entity owned or controlled by or having common ownership with an existing licensee of Muzak), the sum of $1,000; or (ii) For any other transfer, (A) the sum of $2,500 for a Business having Gross Xxxxxxxx (as defined herein) of $20,000 per month or less, and (B) the sum of $5,000 for a Business having Gross Xxxxxxxx (as defined herein) in excess of $20,000 per month. In the event Muzak fails to respond to any request for approval of a transfer to another MUZAK(R) licensee within 20 business days and to all others within 30 business days of its receipt of a completed application for transfer, then the request shall be deemed approved, subject only to Muzak's receipt of notification of the transferee's assumption of Licensee's obligations, and of the assignment to the transferee of Licensee's rights, under this Agreement.

Consent of Muzak. Muzak shall not unreasonably withhold its consent to ---------------- to a transfer described in Section 12.1; provided, however, that Muzak may require any or all of the following as conditions of its approval: (a) All of Licensee's accrued monetary obligations to Muzak shall have been satisfied (or otherwise provided for to Muzak's satisfaction, including without limitation the escrowing with counsel at closing of the full amount of such obligations); (b) The transferee and its owners shall enter into a written assignment, in a form reasonably satisfactory to Muzak, assuming and agreeing to discharge all of Licensee's obligations under this Agreement; (c) The transferee shall demonstrate to Muzak's reasonable satisfaction that (i) the transferee has the personal character and the financial resources to conduct the Business, (ii) the transferee personally has the general business experience to conduct the Business or will employ during the term of this Agreement a general manager with such business experience to conduct the Business, and (iii) the transferee is not in a position to use the information obtained as a licensee of Muzak in a manner that will be harmful to Muzak outside the Territory; and (d) The transferee shall pay Muzak a transfer fee as follows: (i) For any transfer to an existing licensee of Muzak (or any entity owned or controlled by or having common ownership with an existing licensee of Muzak), the sum of $1,000; or (ii) For any other transfer, (A) the sum of $2,500 for a Business having Gross Xxxxxxxx (as defined herein) of $20,000 per month or less, and (B) the sum of $5,000 for a Business having Gross Xxxxxxxx (as defined herein) in excess of $20,000 per month. In the event Muzak fails to respond to any request for approval of a transfer to another MUZAK(R) licensee within 20 business days and to all others within 30 business days of its receipt of a completed application for transfer, then the request shall be deemed approved, subject only to Muzak's receipt of notification of the transferee's assumption of Licensee's obligations, and of the assignment to the transferee of Licensee's rights, under this Agreement.

Consent of Muzak. Muzak shall not unreasonably withhold its ---------------- consent ---------------- to a transfer described in Section 12.1; provided, however, that Muzak may require any or all of the following as conditions of its approval: (a) All of Licensee's accrued monetary obligations to Muzak shall have been satisfied (or otherwise provided for to Muzak's satisfaction, including without limitation the escrowing with counsel at closing of the full amount of such obligations); (b) The transferee and its owners shall enter into a written assignment, in a form reasonably satisfactory to Muzak, assuming and agreeing to discharge all of Licensee's obligations under this Agreement; (c) The transferee shall demonstrate to Muzak's reasonable satisfaction that (i) the transferee has the personal character and the financial resources to conduct the Business, (ii) the transferee personally has the general business experience to conduct the Business or will employ during the term of this Agreement a general manager with such business experience to conduct the Business, and (iii) the transferee is not in a position to use the information obtained as a licensee of Muzak in a manner that will be harmful to Muzak outside the Territory; and (d) The transferee shall pay Muzak a transfer fee as follows: (i) For any transfer to an existing licensee of Muzak (or any entity owned or controlled by or having common ownership with an existing licensee of Muzak), the sum of $1,000; or (ii) For any other transfer, (A) the sum of $2,500 for a Business having Gross Xxxxxxxx (as defined herein) of $20,000 per month or less, and (B) the sum of $5,000 for a Business having Gross Xxxxxxxx (as defined herein) in excess of $20,000 per month. In the event Muzak fails to respond to any request for approval of a transfer to another MUZAK(R) licensee within 20 business days and to all others within 30 business days of its receipt of a completed application for transfer, then the request shall be deemed approved, subject only to Muzak's receipt of notification of the transferee's assumption of Licensee's obligations, and of the assignment to the transferee of Licensee's rights, under this Agreement.