COVENANTS OF FRANCHISEE Sample Clauses

COVENANTS OF FRANCHISEE. During the term of this Agreement and for a period of two years thereafter, except as otherwise expressly set forth below, Franchisee covenants and agrees as follows: The Franchisee shall not perform directly or indirectly any act injurious or prejudicial to the goodwill associated with Franchisor’s Trademarks, and Franchisee shall undertake reasonable acts to prevent harm or damage to the goodwill associated with the Trademarks. The Franchisee shall not, either directly or indirectly, on its own behalf or in the service or on behalf of others, actively solicit, divert or purposely hire away, or attempt to actively solicit, divert or purposely hire away, to any competing business of Xxxxx, any person employed by Franchisor or another franchisee, whether or not such employee is a full-time employee or a temporary employee of Franchisor or other franchisee. The Franchisee agrees that all sales, marketing and promotional information and other Confidential Information with respect to Franchisor, the Franchised Business, and the employees, customers and suppliers of Franchisor, whether assembled and compiled by Franchisee or produced and provided by Franchisor, and the physical embodiments of such information, are, shall be and shall remain the property of Franchisor. Upon termination of this Agreement for any reason, Franchisee shall execute and deliver to Franchisor, in a form satisfactory to Franchisor, Non-Disclosure, Non-Interference and Non-Competition Agreements. The covenants and agreements contained in this section are the essence of this Agreement, and such covenants and agreements are reasonable and necessary to protect and preserve the interests and properties of Franchisor for the benefit of Franchisor and its franchisees. Franchisee acknowledges that irreparable loss and damage will be suffered by Franchisor should Franchisee breach any of these covenants and agreements and each of these covenants and agreements is separate, distinct and severable, not only from the other covenants and agreements, but also from the other and remaining provisions of this Agreement. Franchisee further acknowledges that the unenforceability of any covenant or agreement shall not affect the validity or enforceability of any other covenant or agreement or any other provision of this Agreement. In addition to all other remedies available to it, Franchisor shall be entitled to both temporary and permanent injunctive relief to prevent a breach or contemplated breach by Fr...
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COVENANTS OF FRANCHISEE. Franchisee covenants with RBI to (i) use and maintain the Equipment in a lawful manner and so as not to violate any law or regulation of the state, city or other political subdivisions in which Franchisee uses the Equipment; (ii) return, pay and file when due all taxes, fees and similar charges, including without limitation sales or use tax, and ad valorem and personal property taxes, imposed on the ownership, possession or use of the Equipment; (iii) keep the Equipment free and clear of all liens, security interests, claims and encumbrances except for those incurred through the initial financing of the Equipment from a vendor approved by RBI; (iv) obtain and maintain property insurance on the Equipment covering loss, damage, theft, vandalism and casualty; (v) maintain the Equipment per the manufacturer's maintenance, repair and replacement instructions; (vi) maintain in place any notices, labels or other indicia required pursuant to the Franchise Agreement or RBI policy; (vii) operate the Business as required under the Franchise Agreement; and (viii) notify RBI when any party claims any interest in the Equipment.
Sample 1
COVENANTS OF FRANCHISEE. During the term of this Agreement and for the period of one year thereafter, except as otherwise expressly set out below, Franchisee covenants and agrees as follows: (a) Franchisee will not, without the prior written consent of DYNAMIC, within the Area, either directly or indirectly, on its own behalf or in the service or on behalf of others, engage in or be employed by any Temporary Help Service Business providing Temporary Employees to do any or all of the services listed on Schedule "B", other than the Franchised Business (any such other business being herein referred to as a ACompeting Business@) as a partner, officer, executive or managerial employee, guarantor, director, shareholder (other than as owner of less than five (5%) percent of the issued and outstanding stock of a publicly owned corporation whose securities are traded on a nationally recognized stock exchange), consultant, or salesperson. (b) Franchisee will not, without the prior written consent of DYNAMIC, within the Area, either directly or indirectly, on its own behalf or in the service or on behalf of others, solicit or service for, or divert or appropriate to any Competing Business, or attempt to solicit, divert or appropriate to or from any Competing Business, any person or entity which is, or was at any time during the preceding two (2) year period a Customer. (c) Franchisee will not, either directly or indirectly, on its own behalf or on the behalf of others, solicit, divert or hire away, or attempt to solicit, divert or hire away, to any Competing Business any person employed by DYNAMIC, whether or not such employee is a full-time or Temporary Employee of DYNAMIC, and whether or not such employment was pursuant to written agreement and whether or not such employment was for a determined period or was at will; nor will Franchisee solicit, divert or hire away or attempt to solicit, divert or hire away to the Franchised Business or any Competing Business any such employee of any licensee or franchisee of DYNAMIC, without the prior written consent of such licensee or franchisee of DYNAMIC. (d) Franchisee agrees that all customer lists, sales and promotional information, employee lists, financial information furnished or disclosed to Franchisee by DYNAMIC, the DYNAMIC Software, the DYNAMIC Manual and other information with respect to DYNAMIC, the DYNAMIC System, the Customers or other customers of DYNAMIC (i) of which the Franchisee becomes aware as a result of its franchise relationsh...
Sample 1
COVENANTS OF FRANCHISEE. (a) Simultaneously with the execution of this Agreement Franchisee shall pay Franchisor a franchise fee of Twenty Five Thousand Dollars ($25,000.00). This fee is non-refundable. (b) Franchisee agrees to submit to Franchisor a site selected for the Restaurant as soon as practicable, but in no event more than 120 days following the execution of this Agreement. Franchisee further agrees that commencement of retail operations of the Restaurant shall begin not more than 270 days following the execution of this Agreement. Franchisee shall provide Franchisor with complete engineering surveys of the selected site prepared by an engineer or surveyor currently licensed in the state in which the site is located. Franchisee may use the above prototypical construction documents to convey the intent of Franchisor to its architects and engineers who shall be currently licensed in the state in which the Restaurant is to be constructed. Franchisee shall have actual construction documents prepared by such duly licensed professionals for use in obtaining competitive bids, securing required permits, constructing the project, ascertaining in consultation with professional consultants the suitability of the soil and subsurface conditions of the site for placement of the construction shown on the prototype construction documents, and modifying the prototype design as necessary to comply with local statute, ordinances, regulations and codes. (c) Franchisee agrees to pay Franchisor a royalty of four percent (4%) of the gross receipts (less sales tax) derived from all sales of goods (whether food or non-food) and services made by, at or from the Restaurant, including, but not limited to, catering and off-premises sales ("Gross Receipts"). Such royalty payments shall be made on a weekly basis (accounting period Sunday through Saturday) and forwarded by mail so as to arrive at Franchisor's headquarters within seven (7) days of each Saturday. Failure to pay royalties as herein called for can result in cancellation of this Agreement as provided below. (d) Franchisee agrees to maintain books and records of all operations of the Restaurant and to make such books and records available to Franchisor for inspection. Franchisor reserves the right to have such books and records of the Restaurant audited. Should such audit result in the determination that reports to Franchisor have been understated by an amount exceeding 1%, then the Franchisee shall pay for all audit costs incurred and royalt...
Sample 1
COVENANTS OF FRANCHISEE parts (a) and (b) of this Agreement are hereby deleted and replaced with the following:
Sample 1
COVENANTS OF FRANCHISEE. (a) Simultaneously with the execution of this Agreement Franchisee shall pay Franchisor a franchise fee of Five Thousand Dollars ($5,000.00). This fee is non-refundable. (b) Franchisee agrees to submit to Franchisor a site selected for the Restaurant as soon as practicable, but in no event more than 120 days following the termination of the Consulting Services Agreement. Franchisee further agrees that commencement of retail operations of the Restaurant shall begin not more than 270 days following the termination of the Consulting Services Agreement.
Sample 1
COVENANTS OF FRANCHISEE. A. During the term of this Franchise Agreement or any extension thereof: 1. FRANCHISEE, or its designated manager, shall devote all the time, energy and effort reasonably required for the management and operation of the "FACTUAL DATA" business licensed hereunder. 2. FRANCHISEE shall not, either directly or indirectly, for itself or on behalf of or in conjunction with any other person, persons, partnership or corporation, own, maintain, engage in, participate or have any interest in the operation of other directly competing business; provided, however, that: (a) The above provisions relating to interests in other businesses shall not apply to ownership by FRANCHISEE in any business which does not use any system of operation competitive with the "FACTUAL DATA" method of operation. B. FRANCHISEE further covenants that during the term of this Agreement, and for a period of two (2) years thereafter, regardless of the cause of termination, FRANCHISEE shall not: 1. Divert, or attempt to divert, any business of, or any customers of, the "FACTUAL DATA" business licensed hereunder to any other competitive establishment, by direct or indirect inducement or otherwise; 2. Employ, or seek to employ, any person employed by FRANCHISOR, or any other person who is at the time operating or employed by or at any other "FACTUAL DATA" business, or otherwise directly or indirectly induce such persons to leave their employment therewith. C. FRANCHISEE further covenants that for a period of two (2) years after the termination of the franchise, regardless of the cause of termination, he shall not, either directly or indirectly, for himself, or on behalf of or in conjunction with any other person, persons, partnership or corporation, own, maintain, engage in, or participate in the operation of any "FACTUAL DATA"-type business covering a radius of one hundred (100) miles of the location franchised hereunder. In the event of a breach of this provision, the FRANCHISEE shall pay to the FRANCHISOR $150,000.00 for each office plus 11% of the gross sales of each office he is associated with within the restricted area for a two (2) year period. D. FRANCHISEE shall not during the term of this Agreement or after its termination communicate or divulge to any other person, persons, partnership or corporation, any information or knowledge concerning the methods of manufacture, preparation, promotion, sale or distribution used in a "FACTUAL DATA" business, nor shall FRANCHISEE disclose or divulge...
Sample 1
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Related to COVENANTS OF FRANCHISEE

  • COVENANTS OF ICANN ICANN covenants and agrees with Registry Operator as follows:

  • Covenants of Company In the event that any litigation with claims in excess of $1,000,000 to which the Company is a party which shall be reasonably likely to result in a material judgment against the Company that the Company will not be able to satisfy shall be commenced by an Owner, during the period beginning nine months following the commencement of such litigation and continuing until such litigation is dismissed or otherwise terminated (and, if such litigation has resulted in a final judgment against the Company, such judgment has been satisfied), the Company shall not make any distribution on or in respect of its membership interests to any of its members, or repay the principal amount of any indebtedness of the Company held by CFC, unless (i) after giving effect to such distribution or repayment, the Company's liquid assets shall not be less than the amount of actual damages claimed in such litigation or (ii) the Rating Agency Condition shall have been satisfied with respect to any such distribution or repayment. The Company will not at any time institute against the Trust any bankruptcy proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Certificates, the Notes, this Agreement or any of the Basic Documents.

  • COVENANTS OF LESSEE Lessee hereby covenants and agrees with Lessor as follows:

  • Covenants of Party B Party B hereby covenants as follows: 2.2.1 Without the prior written consent of Party A, Party B shall not sell, transfer, mortgage or dispose of in any other manner any legal or beneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance thereon, except for the interest placed in accordance with Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney; 2.2.2 Without the prior written consent of Party A, Party B shall cause the shareholders’ meeting and/or the directors (or the executive director) of Party C not to approve any sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance thereon of any security interest, except for the interest placed in accordance with Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney; 2.2.3 Without the prior written consent of Party A, Party B shall cause the shareholders’ meeting or the directors (or the executive director) of Party C not to approve the merger or consolidation with any person, or the acquisition of or investment in any person; 2.2.4 Party B shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the equity interests in Party C held by Party B; 2.2.5 Party B shall cause the shareholders’ meeting or the directors (or the executive director) of Party C to vote their approval of the transfer of the Optioned Interests as set forth in this Agreement and to take any and all other actions that may be requested by Party A; 2.2.6 To the extent necessary to maintain Party B’s ownership in Party C, Party B shall execute all necessary or appropriate documents, take all necessary or appropriate actions, file all necessary or appropriate complaints, and raise necessary or appropriate defenses against all claims; 2.2.7 Party B shall appoint any designee of Party A as the director or the executive director of Party C, at the request of Party A; 2.2.8 Party B hereby waives its right of first of refusal to transfer of equity interest by any other shareholder of Party C to Party A (if any), and gives consent to execution by each other shareholder of Party C with Party A and Party C the exclusive option agreement, the equity interest pledge agreement and the power of attorney similar to this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney and undertakes not to take any action in conflict with such documents executed by the other shareholders; 2.2.9 Party B shall promptly donate any profit, interest, dividend or proceeds of liquidation, or any proceeds from transferring its entire or a part of equity interest in Party C, to Party A or any other person designated by Party A to the extent permitted under applicable PRC laws; and 2.2.10 Party B shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by and among Party B, Party C and Party A, perform the obligations hereunder and thereunder, and refrain from any action/omission that may affect the effectiveness and enforceability thereof. To the extent that Party B has any remaining rights with respect to the equity interests subject to this Agreement hereunder or under the Party B’s Equity Interest Pledge Agreement or under the Party B’s Power of Attorney, Party B shall not exercise such rights except in accordance with the written instructions of Party A.

  • Covenants of Seller Seller covenants and agrees with Buyer as follows:

  • Covenants of Owner Owner covenants and agrees, at its own cost and expense, with Note Holder and Mortgagee as follows:

  • Covenants of Sellers Sellers covenant and agree as follows:

  • Covenants of Grantor For the purpose of further securing the indebtedness secured hereby and for the protection of the security of this Security Deed, for so long as the indebtedness secured hereby or any part thereof remains unpaid, Grantor covenants and agrees as follows:

  • Covenants of the Vendor 7.1 The Vendor hereby covenants that, during the Interim Period, the Vendor will, and will cause the Corporation to: (a) carry on the Business in the ordinary course and use its best efforts to preserve the assets, the Business and the clients, customers and suppliers connected therewith; (b) give the Purchaser, the Purchaser's Solicitors and the Purchaser's representatives full access during normal business hours to the properties, books, contracts, commitments and records of the Corporation; (c) furnish the Purchaser with all information concerning the affairs of the Corporation as the Purchaser may reasonably request; (d) do all things and cause all things to be done to ensure that all of the representations and warranties of the Vendor contained in this agreement remain true and correct throughout the Interim Period as if such representations and warranties were continuously made throughout such period; (e) not enter into any contracts, commitments or transactions pertaining to the Business, or incur any indebtedness, obligations or liability or make any payment in respect thereof, except in the ordinary course of business; (f) not incur any capital expenditures, or acquire or agree to acquire additional assets, or enter into any forward commitments for inventories, supplies or services (whether or not there are any contracts in writing with respect thereto), except in the ordinary course of business; (g) not increase the wages or salaries or any other form of remuneration, direct or indirect, of any of the employees, officers or directors of the Corporation; (h) not sell, agree to sell or otherwise dispose of any of the assets of the Corporation except in the ordinary course of business; (i) pay, satisfy and discharge its obligations and liabilities in the ordinary course of business; (j) obtain all necessary consents and approvals to the transaction herein contemplated required pursuant to the terms of any leases, contracts or rights of the Corporation or to which it is a party or to which any of the property or assets may be subject to or bound; (k) not declare, pay or authorize dividends or other distributions on any shares of the Corporation or purchase or redeem any shares of the Corporation; (l) not amend the Articles (as defined in the Business Corporations Act (Ontario)) of the Corporation, amalgamate or merge with any other corporation, or issue any securities (as defined in the Business Corporations Act (Ontario)) or redeem or purchase any issued securities; (m) use their reasonable best efforts to ensure that the Corporation's bank operating line of credit from the Bank of Montreal shall remain in place with the Corporation immediately following the Closing Date, provided that Bank of Montreal fully releases any guarantees for that line of credit; and (n) not increase the Shareholder's Loan amount nor shall any Shareholder's Loan related payments be made by the Corporation to the Vendor prior to the Time of Closing. 7.2 The Vendor hereby covenants that, at the Time of Closing, the Vendor will: (a) furnish the Purchaser with a certificate of the Vendor stating that the representations and warranties of the Vendor contained in this agreement are true at the Time of Closing, as though then made, and that the covenants of the Vendor to be complied with at or prior to the Time of Closing have been complied with, provided that the receipt of such evidence and the closing of the transaction contemplated herein shall not be a waiver of the representations, warranties and covenants of the Vendor which are contained in this agreement; (b) deliver to the Purchaser evidence reasonably satisfactory to the Purchaser's Solicitors that all necessary corporate authorizations authorizing and approving the transaction contemplated herein have been obtained in respect of the Corporation; (c) deliver to the Purchaser a written acknowledgement from the lessor of any leased premises, in a form reasonably satisfactory to the Purchaser's Solicitors, acknowledging that the lease in respect thereof is in good standing, that all rents, additional rents and other amounts due and payable by the Corporation pursuant to such lease have been paid in full to the Effective Date, and that the Corporation is not in breach of its obligations under such lease, together with the unconditional written consent of the said lessor to the sale of the Purchased Shares to the Purchaser, if required under the terms of such lease; (d) provide the Purchaser with evidence reasonably satisfactory to the Purchaser that the Vendor is not then a "non-resident" of Canada within the meaning of the Income Tax Act (Canada); (e) provide the Purchaser with the favourable opinion of the Vendor's Solicitors in a form reasonably satisfactory to the Purchaser's Solicitors, acting reasonably: (i) as to the authorized and issued capital of the Corporation and the shareholder and shareholdings in the Corporation; (ii) that all issued and outstanding shares in the capital of the Corporation are issued and outstanding as fully paid and non-assessable; Page 38 of 75 - Share Purchase Agreement Initial ----------- (iii) that the Corporation has been duly amalgamated and organized and is a valid and subsisting corporation under the laws of the Province of Ontario; (iv) that all necessary actions and proceedings have been taken to authorize and permit the due and valid transfer of the Purchased Shares at the Time of Closing from the Vendor to the Purchaser; and (v) that this agreement has been duly executed and delivered by the Vendor and constitutes a valid and binding obligation of the Vendor, enforceable against her in accordance with its terms (subject to bankruptcy laws and the availability of equitable remedies) and, to the knowledge of the Vendor's Solicitors, does not violate the provisions of any indenture or agreement to which the Vendor or the Corporation or either of them are a party or by which either of them are bound; (f) cause all necessary steps and proceedings as may reasonably be approved by the Purchaser's Solicitors to be taken so that the Purchased Shares may be properly transferred to the Purchaser at the Time of Closing; and in that regard, deliver to the Purchaser at the Time of Closing certificates representing all of the Purchased Shares, such certificates being duly endorsed for transfer to the Purchaser, and cause transfers of all the Purchased Shares to be duly and regularly recorded in the name of the Purchaser or as it may in writing direct; (g) cause all of the directors and officers of the Corporation as are specified by the Purchaser to resign in favour of nominees of the Purchaser. All shareholder's and director's resolutions required to cause the actions of this Section 7.2(g) shall be approved at the Time of Closing; (h) deliver and cause to be delivered by all of the directors and officers of the Corporation and by the Vendor, as shareholder of the Corporation, a complete release, with effect from the Time of Closing, of all claims against the Corporation of any and all matters whatsoever in a form satisfactory to the Purchaser's Solicitors, acting reasonably; (i) deliver and cause to be delivered to the Purchaser the corporate seal, minute books, share certificates, share certificate books, share transfers, share register books, directors' register and any and all documents, records, books, instruments and agreements of or pertaining or relating to the Corporation and its Business, property and assets; (j) deliver to the Purchaser a release executed by the Vendor with respect to all payroll and severance related obligations of the Corporation; (k) deliver and cause to be delivered to the Purchaser the Escrow Agreement, duly executed by the Vendor; (l) deliver and cause to be delivered to the Purchaser a release executed by Xxxx Xxxxx with respect to all obligations of the Corporation; (m) pay to the Corporation $273,884 for the purchase as of the Effective Date of the Cash Value Of Life Insurance and the respective insurance policy from the Corporation; Page 39 of 75 - Share Purchase Agreement Initial ----------- (n) deliver and cause to be delivered to the Purchaser a non-competition covenant from Xxxx Xxxxx in the form attached hereto as Schedule "7.2(n)"; (o) deliver and cause to be delivered to the Purchaser the New Lease between Alpen and the Corporation to become effective on September 1, 2004 (the day immediately following the last day of the Corporation's current lease agreement with Alpen); (p) pay all the non-arms length expenses, accounts payable and accrued liabilities of the Corporation, excluding any ordinary course lease payments and payroll related transactions, from the date of this Agreement to the Time of Closing, and release the Corporation from the obligation to repay the Vendor for these payments; and (q) shall release, and cause the Vendor's affiliates, including any of the Vendor's family that is or has been employed by the Corporation, or the Vendor shall indemnify the Purchaser and the Corporation from any and all severance obligations related to their employment by the Corporation, and any other contractual obligations of the Corporation to the Vendor and her affiliates. 7.3 The Vendor hereby covenants that, subsequent to the Date of Closing, the Vendor will: (a) at the request and expense of the Purchaser, execute and deliver such additional conveyances, transfers and other assurances as may, in the reasonable opinion of the Purchaser's Solicitors, be required to carry out the intent of this agreement and to transfer the Purchased Shares to the Purchaser; (b) only discharge the Security Interests when the payments of Sections 3.2(a), 3.2(b), 3.2(c), 3.2(d) and 3.2

  • Covenants of Parent Parent agrees that:

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