Common use of DEATH OR DISABILITY OF FRANCHISEE Clause in Contracts

DEATH OR DISABILITY OF FRANCHISEE. Upon the death or permanent disability of FRANCHISEE or, if FRANCHISEE is a corporation or partnership, the owner of a controlling interest in FRANCHISEE, the executor, administrator, conservator, guardian or other personal representative of such person shall transfer his interest in this Agreement or such interest in FRANCHISEE to a third party approved by COMPANY. Such disposition of this Agreement or such interest in FRANCHISEE (including, without limitation, transfer by bequest or inheritance) shall be completed within a reasonable time, not to exceed six (6) months from the date of death or permanent disability, and shall be subject to all the terms and conditions for transfers contained in Paragraph C of this Section and, unless transferred by gift, devise or inheritance, subject to the terms of Paragraph G of this Section. Failure to transfer the interest in this Agreement or such interest in FRANCHISEE within said period of time shall constitute a breach of this Agreement. For purposes hereof, the term "permanent disability" shall mean a mental or physical disability, impairment or condition that is reasonably expected to prevent or actually does prevent FRANCHISEE or an owner of a controlling interest in FRANCHISEE from supervising the management and operation of the STORE for a period of six (6) months from the onset of such disability, impairment or condition. If, after the death or permanent disability of FRANCHISEE or a controlling owner of FRANCHISEE, the STORE is not being managed by a competent and trained manager, COMPANY is authorized, but not obligated, to appoint a manager to maintain the operation of the STORE until an approved assignee shall be able to assume the management and operation of the STORE, but in no event for a period exceeding six (6) months, without the approval of the personal representative of FRANCHISEE or such owner. All funds from the STORE's operation during the period of management by a COMPANY appointed manager shall be kept in a separate fund and all expenses of the STORE, including compensation, other costs and travel and living expenses of COMPANY appointed manager, shall be charged to such fund. As compensation for the management services provided, in addition to the fees due hereunder and the compensation, other costs and travel and living expenses which COMPANY's appointed manager incurs, COMPANY shall charge such fund five percent (5%) of the STORE's Gross Sales during the period of COMPANY's management. Operation of the STORE during any such period shall be for and on behalf of FRANCHISEE, provided that COMPANY shall have a duty only to utilize its good faith efforts and shall not be liable to FRANCHISEE or its owners for any debts, losses or obligations incurred by the STORE or to any creditor of FRANCHISEE for any merchandise, materials, supplies or services purchased by the STORE during any period in which it is managed by COMPANY's appointed manager.

DEATH OR DISABILITY OF FRANCHISEE. Upon the death or permanent disability of FRANCHISEE or, (or the managing partner or officer of FRANCHISE if FRANCHISEE is a corporation partnership or partnership, the owner of a controlling interest in FRANCHISEEcorporation), the executor, administrator, conservator, guardian or other personal representative of such person, or the remaining partners or directors, shall appoint a competent manager within a reasonable time, not to exceed thirty (30) days from the date of death or permanent disability. The appointment of such manager shall be subject to the COMPANY's prior written approval, and such manager shall, if requested by the COMPANY, attend and satisfactorily complete the COMPANY's then required initial training program at FRANCHISEE's expense. If the Restaurant is not being managed by a COMPANY approved manager within such thirty (30) day period, the COMPANY is authorized, but shall not be required, to immediately appoint a manager to maintain the operation of the Restaurant for and on behalf of FRANCHISEE until an approved assignee or manager shall be able to assume the management and operation of the Restaurant. The COMPANY's appointment of a manager of the Restaurant shall not relieve FRANCHISEE of his obligations hereunder, and the COMPANY shall not be liable for any debts, losses, costs, or expenses incurred in the operation of the Restaurant or to any creditor of FRANCHISEE for any products, materials, supplies, or services purchased by the Restaurant during any period that it is managed by the COMPANY appointed manager. The COMPANY shall have the right to charge a reasonable fee for such management services and to cease to provide such management services at any time. Upon the death or permanent disability of FRANCHISEE (or the managing partner of officer of FRANCHISEE, if FRANCHISEE is a partnership or corporation), executor, administrator, conservator, or other personal representative of such person shall transfer his interest in this Agreement or such interest in FRANCHISEE to a third party approved by COMPANY. Such disposition of this Agreement or such interest in FRANCHISEE (including, without limitation, transfer by bequest or inheritance) shall be completed within a reasonable time, not to exceed six twelve (612) months from the date of death or permanent disability, to a person approved by the COMPANY unless FRANCHISEE is a partnership or corporation and a new managing partner or officer approved by the COMPANY, subject to the satisfactory completion of all then required training for such managing partners or officers, has been appointed within such period, and subject to the transfer or assignment of such interest within thirty (30) days of the completion of any applicable probate or administration proceedings with respect to the estate of such person. Such transfers, including, without limitation, transfers by devise or inheritance, shall be subject to all the terms and conditions for assignments and transfers contained in Paragraph B and C of this Section and, unless transferred by gift, devise or inheritance, subject to the terms of Paragraph G of this Section13. Failure to transfer comply with the interest in requirements of this Agreement or such interest in FRANCHISEE within said period of time paragraph shall constitute a breach grounds for termination under Paragraph B of this Agreement. For purposes Section 14 hereof, the term "permanent disability" shall mean a mental or physical disability, impairment or condition that is reasonably expected to prevent or actually does prevent FRANCHISEE or an owner of a controlling interest in FRANCHISEE from supervising the management and operation of the STORE for a period of six (6) months from the onset of such disability, impairment or condition. If, after the death or permanent disability of FRANCHISEE or a controlling owner of FRANCHISEE, the STORE is not being managed by a competent and trained manager, COMPANY is authorized, but not obligated, to appoint a manager to maintain the operation of the STORE until an approved assignee shall be able to assume the management and operation of the STORE, but in no event for a period exceeding six (6) months, without the approval of the personal representative of FRANCHISEE or such owner. All funds from the STORE's operation during the period of management by a COMPANY appointed manager shall be kept in a separate fund and all expenses of the STORE, including compensation, other costs and travel and living expenses of COMPANY appointed manager, shall be charged to such fund. As compensation for the management services provided, in addition to the fees due hereunder and the compensation, other costs and travel and living expenses which COMPANY's appointed manager incurs, COMPANY shall charge such fund five percent (5%) of the STORE's Gross Sales during the period of COMPANY's management. Operation of the STORE during any such period shall be for and on behalf of FRANCHISEE, provided that COMPANY shall have a duty only to utilize its good faith efforts and shall not be liable to FRANCHISEE or its owners for any debts, losses or obligations incurred by the STORE or to any creditor of FRANCHISEE for any merchandise, materials, supplies or services purchased by the STORE during any period in which it is managed by COMPANY's appointed manager.