Consent to Collateral Businesses Sample Clauses

Consent to Collateral Businesses. It is contemplated that Subfranchisor and/or the Territorial Subfranchisors may, with the prior written authorization of GLOBAL, enter newly established Collateral Businesses made possible by the grant of CENTURY 21 franchises, and that said businesses may be initiated through subsidiaries of Subfranchisor and/or the Territorial Subfranchisors. The term “Collateral Business(es)” shall include, without limitation, real estate inspection services, escrow services, appraisals, title insurance, property management, mortgage brokerage, mortgage lending, mortgage insurance, trust companies, household goods moving services, and/or the providing of any other goods or services to real estate brokers or their clients or customers, under or using the CENTURY 21 Marks. In granting or denying consent pursuant to this Subparagraph 4E, GLOBAL may impose reasonable requirements on Subfranchisor’s and/or the Territorial Subfranchisors’ Collateral Businesses and any subsidiary that may be formed for the purpose of carrying on any such Collateral Business, including, but not limited to, a requirement that any such subsidiary be bound by the terms of this Agreement. In the event subsidiaries are formed for the sole purpose of establishing and/or operating said Collateral Businesses, the total gross receipts of each such subsidiary shall be consolidated with the total gross receipts of Subfranchisor and/or the Territorial Subfranchisors, and transactions between Subfranchisor and/or the Territorial Subfranchisors and its or their such subsidiaries shall be disregarded for the purpose of determining the total gross receipts upon which service fees are to be paid.
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Related to Consent to Collateral Businesses

  • Transactions Involving Collateral Except for inventory sold or accounts collected in the ordinary course of Grantor's business, Grantor shall not sell, offer to sell, or otherwise transfer or dispose of the Collateral. While Grantor is not in default under this Agreement, Grantor may sell inventory, but only in the ordinary course of its business and only to buyers who qualify as a buyer in the ordinary course of business. A sale in the ordinary course of Grantor's business does not include a transfer in partial or total satisfaction of a debt or any bulk sale. Grantor shall not pledge, mortgage, encumber or otherwise permit the Collateral to be subject to any lien, security interest, encumbrance, or charge, other than the security interest provided for in this Agreement, without the prior written consent of Lender. This includes security interests even if junior in right to the security interests granted under this Agreement. Unless waived by Lender, all proceeds from any disposition of the Collateral (for whatever reason) shall be held in trust for Lender and shall not be commingled with any other funds; provided however, this requirement shall not constitute consent by Lender to any sale or other disposition. Upon receipt, Grantor shall immediately deliver any such proceeds to Lender.

  • Title to, Liens on, and Sale and Use of Collateral The Borrower represents and warrants to the Agent and the Lenders and agrees with the Agent and the Lenders that: (i) all of the Collateral, Pledged Collateral and Guarantor Collateral is and will continue to be owned by the Borrower or a Guarantor, as the case may be, free and clear of all Liens whatsoever, except for Permitted Liens; (ii) the Agent's Liens in the Collateral, Pledged Collateral and Guarantor Collateral will not be subject to any prior Lien; (iii) the Borrower will and will cause each Guarantor to use, store, and maintain the Collateral, Pledged Collateral and Guarantor Collateral with all reasonable care and will use such Collateral, Pledged Collateral or Guarantor Collateral for lawful purposes only; and (iv) the Borrower will not, and will not permit any Guarantor to, without the Agent's prior written approval, sell, or dispose of or permit the sale or disposition of any of the Collateral, Pledged Collateral or Guarantor Collateral, except for sales of Inventory in the ordinary course of business and sales of Equipment as permitted by Section 6.11. The inclusion of proceeds in the Collateral, Pledged Collateral or Guarantor Collateral, shall not be deemed to constitute the Agent's or any Lender's consent to any sale or other disposition of the Collateral, Pledged Collateral or Guarantor Collateral, except as expressly permitted herein.

  • DISPOSITION OF COLLATERAL AND PROCEEDS; TRANSFER OF INDEBTEDNESS In disposing of Collateral hereunder, Bank may disclaim all warranties of title, possession, quiet enjoyment and the like. Any proceeds of any disposition of any Collateral or Proceeds, or any part thereof, may be applied by Bank to the payment of expenses incurred by Bank in connection with the foregoing, including reasonable attorneys’ fees, and the balance of such proceeds may be applied by Bank toward the payment of the Indebtedness in such order of application as Bank may from time to time elect. Upon the transfer of all or any part of the Indebtedness, Bank may transfer all or any part of the Collateral or Proceeds and shall be fully discharged thereafter from all liability and responsibility with respect to any of the foregoing so transferred, and the transferee shall be vested with all rights and powers of Bank hereunder with respect to any of the foregoing so transferred; but with respect to any Collateral or Proceeds not so transferred, Bank shall retain all rights, powers, privileges and remedies herein given.

  • Litigation; Jurisdiction; Other Matters; Waivers (a) EACH PARTY HERETO ACKNOWLEDGES THAT ANY DISPUTE OR CONTROVERSY BETWEEN OR AMONG THE BORROWER, THE AGENT OR ANY OF THE LENDERS WOULD BE BASED ON DIFFICULT AND COMPLEX ISSUES OF LAW AND FACT AND WOULD RESULT IN DELAY AND EXPENSE TO THE PARTIES. ACCORDINGLY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE LENDERS, THE AGENT AND THE BORROWER HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING OF ANY KIND OR NATURE IN ANY COURT OR TRIBUNAL IN WHICH AN ACTION MAY BE COMMENCED BY OR AGAINST ANY PARTY HERETO ARISING OUT OF THIS AGREEMENT, THE NOTES, OR ANY OTHER LOAN DOCUMENT OR BY REASON OF ANY OTHER SUIT, CAUSE OF ACTION OR DISPUTE WHATSOEVER BETWEEN OR AMONG THE BORROWER, THE AGENT OR ANY OF THE LENDERS OF ANY KIND OR NATURE.

  • POSSESSION OF COLLATERAL AND RELATED MATTERS Until an Event of Default has occurred, each Borrower shall have the right, except as otherwise provided in this Agreement, in the ordinary course of such Borrower's business, to (a) sell, lease or furnish under contracts of service any of such Borrower's Inventory normally held by such Borrower for any such purpose; and (b) use and consume any raw materials, work in process or other materials normally held by such Borrower for such purpose; provided, however, that a sale in the ordinary course of business shall not include any transfer or sale in satisfaction, partial or complete, of a debt owed by such Borrower.

  • Excluded Assets Notwithstanding the foregoing, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”):

  • Certain Provisions Concerning Intellectual Property Collateral SECTION 6.1.

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