DEBTS AND TAXES. Franchisee shall pay or cause to be paid promptly when due all obligations incurred, directly or indirectly, in connection with the Restaurant and its operation, including, without limitation, (a) all taxes and assessments that may be assessed against the Restaurant land, building and other improvements, equipment, fixtures, signs, furnishings, and other property; (b) all liens and encumbrances of every kind and character created or placed upon or against any of said property, and; (c) all accounts and other indebtedness of every kind and character incurred by or on behalf of Franchisee in the conduct of the Restaurant business. Notwithstanding the foregoing, Franchisee will not be in default of this Agreement as a result of a non-payment or non-performance of the foregoing so long as it disputes said debt or lien and is, in the sole opinion of Franchisor, validly and in good faith pursuing a resolution of said claim or lien and has reserved sufficient sums to pay the debt/claim as is agreed to by Franchisor.
DEBTS AND TAXES. The Borrower shall pay and discharge all current obligations in a manner consistent with commercially reasonable practice, including without limitation, trade accounts payable and all taxes, assessments, and governmental charges and levies imposed upon it or upon its income or profits or upon any of its property prior to the date on which penalties attach; provided, however, the Borrower shall not be required to pay any such obligation, tax, assessment, charge or levy, the payment of which is being contested in good faith and by proper proceedings if a reserve is maintained with respect thereto in accordance with GAAP and in amounts reasonably deemed adequate by Bank.
DEBTS AND TAXES. A. Operator shall promptly pay when due all Taxes levied or assessed, and all accounts and other indebtedness of every kind incurred by Operator in the conduct of the Licensed Business under this Agreement. Without limiting the provisions of Article XVI, Operator shall be solely liable for the payment of all Taxes and shall indemnify Licensor for the full amount of all such Taxes imposed on Licensor, and for any liability (including penalties, interest and expenses) arising from or concerning the payment of Taxes, whether Taxes were correctly or legally asserted or not.
B. Each payment to be made to Licensor hereunder shall be made free and clear and without deduction for any Taxes. The term "Taxes" means any present or future taxes, levies, imposts, duties or other charges of whatever nature, including any interest or penalties thereon, imposed by any government or political subdivision of such government on or relating to the operation of the Licensed Business, the payment of monies, or the exercise of rights granted pursuant to this Agreement.
DEBTS AND TAXES. The Franchisee shall pay promptly when due all obligations incurred directly or indirectly in connection with the Restaurant and its operation; including, without limitation, all taxes and assessments that may be assessed against the Restaurant land, building and other improvements, equipment, fixtures, signs, furnishings and other property, and all liens and encumbrances of every kind and character incurred by or on behalf of the Franchisee in the conduct of the Restaurant business.
DEBTS AND TAXES. Borrower and each Subsidiary shall pay and discharge all current obligations in a manner consistent with commercially reasonable practice, including without limitation, trade accounts payable and all taxes, assessments, and governmental charges and levies imposed upon it or upon its income or profits or upon any of its property prior to the date on which penalties attach; provided, however, Borrower and each Subsidiary shall not be required to pay any such obligation, tax, assessment, charge or levy, the payment of which is being contested in good faith and by proper proceedings if a reserve is maintained with respect thereto in accordance with GAAP and in amounts reasonably deemed adequate by Bank.
DEBTS AND TAXES. F-29 18. TRADE NAMES, SERVICE MARKS AND TRADEMARKS......................F-29 19. EXPIRATION AND TERMINATION; OPTION TO PURCHASE RESTAURANT; ATTORNEYS' FEES...........................F-31 20. NO WAIVER OF DEFAULT...........................................F-36 21. CONSTRUCTION, SEVERABILITY, GOVERNING LAW AND JURISDICTION.................................F-36 22. INTERFERENCE WITH EMPLOYMENT RELATIONS.........................F-37 23. LIQUOR LICENSE.................................................F-38 24. FORCE MAJEURE..................................................F-38 25. MISCELLANEOUS..................................................F-39 26. ACKNOWLEDGMENTS................................................F-41 EXHIBIT 1: ROYALTY FEE................................................F-43 APPENDIX A: STATEMENT OF OWNERSHIP INTERESTS...........................F-44 APPENDIX B: REVIEW AND CONSENT WITH RESPECT TO TRANSFERS.......................................F-45 XXXXXXXX'X NEIGHBORHOOD GRILL & BAR FRANCHISE AGREEMENT This Agreement is made this ________ day of _____________________, 20______, by and between XXXXXXXX'X INTERNATIONAL, INC., a Delaware corporation ("FRANCHISOR"), _____________________________________________, a (_______________ corporation, sole proprietorship, _______________ partnership, _______________ limited partnership [strike inappropriate language]) ("FRANCHISEE") and ______________________________ (collectively, the "PRINCIPAL SHAREHOLDERS" and, individually, a "PRINCIPAL SHAREHOLDER" of Franchisee if a corporation or general partner if Franchisee is a limited partnership having as its general partner a corporation) and ________________________________________________________________________________ ("GENERAL PARTNER" of Franchisee if Franchisee is a limited partnership).* * (If Franchisee is not a corporation or a sole proprietorship, or if Franchisee is a limited liability company, the parties hereto hereby agree that an Addendum shall be attached to this Agreement so as properly to reflect the responsibilities of the partners of any general partnership, the general partner of any limited partnership and the shareholders of any corporate general partner of any partnership, or the members of any limited liability company.)
DEBTS AND TAXES. 28 18. TRADE NAMES, SERVICE MARKS AND TRADEMARKS....................
DEBTS AND TAXES. 7.1. It is specifically understood and agreed that Buyer shall not assume Seller's accounts payable. Seller agrees and hereby indemnifies and holds Buyer harmless from any and all claims arising out of non-payment of such accounts payable.
7.2. Seller shall further pay and discharge, without proration or recourse to Buyer, all present and future debts, liabilities and taxes (including, but not limited to, sales, withholding and personal property taxes) attributable to Seller's operation of Seller's business prior to closing, and Seller shall indemnify and hold Buyer harmless for any costs, charges and/or expenses to Buyer in connection therewith.
7.3. With respect to the assets, Seller shall indemnify and hold Buyer harmless against all claims, causes of action, liens or encumbrances, including, without limiting the generality of the foregoing, any claims for taxes of any character, accrued (whether or not payable) or payable prior to the Closing Date, which may be asserted by Seller's creditors or anyone claiming by, through or under Seller, against Buyer or all or any part of the assets used in Seller's business and being transferred pursuant to the terms of this Agreement.
7.4. It is expressly agreed and understood by and between Seller and Buyer that Seller's accounts receivable due and owing prior to the execution of this agreement (the "Retained Receivables"), are not being transferred pursuant to this Agreement. Buyer shall have no right to the Retained Receivables. Buyer shall cooperate with Seller with respect to all Retained Receivable to be collected by Seller after Closing. Before instituting any suit or similar proceeding against the account debtor, Seller shall notify Buyer and give it reasonable opportunity (not to exceed 30 days) if it so requests, to assist with the collection. Buyer may at any time acquire any Retained Receivable from Seller at the face amount. The parties hereto shall negotiate in good faith the equitable distribution of any proceeds of receivables that accrue or are created on account of projects (i) completed in whole or in part by Seller and performed by Buyer; or (ii) performed in part by Seller but not invoiced prior to the Closing Date.
DEBTS AND TAXES. After a Trustor's death, the Trustee, if in its discretion deems it advisable after consultation with the Deceased Trustor's executor or administrator, if any, may pay all or any part of the Trustor's funeral expenses, legally enforceable claims against the Trustor or his or her estate, reasonable expenses of administration of his or her estate, charitable and religious pledges made by the Trustor, any allowances by court order to those dependent upon such Trustor, any estate, inheritance, succession, death or similar taxes payable by reason of such Trustor's death, together with any interest or penalties on them, without reimbursement from the Trustor's executor or administrator, from any beneficiary of insurance upon such Trustor's life, or from any other person. All such payments, except of interest, shall be charged generally against the principal of the Trust ... Estate includable in such Trustor's estate for federal estate tax purposes and any interest so paid shall be charged generally against the income of the Trust except as follows:
DEBTS AND TAXES. Fuddruckers will pay promptly when due all debts and other obligations incurred directly or indirectly in connection with the Restaurants and their operation; including, without limitation, all taxes and assessments that may be assessed against the Restaurants' land, building and other improvements, equipment, fixtures, signs, furnishings and other property, and all undisputed liens and encumbrances of every kind and character incurred by or on behalf of Fuddruckers in conducting the Restaurants' business. Fuddruckers may contest any ouch debt or obligation in good faith so long as such contest will not result in the loss of the Restaurant premises or interruption of the Restaurant's operation.
