Developing Agent Liabilities Sample Clauses

Developing Agent Liabilities. Notwithstanding anything to the contrary set forth herein and without prejudice to any Buyer Indemnified Party’s rights under Section 11.2(f), each of MFFB and Sellers agree that if any Developing Agent Franchise Agreement is terminated by a Developing Agent not in the ordinary course of business (i.e., lease termination, poor store performance, etc.) on or prior to the Developing Agents Escrow Release Date (and such Franchise location is not otherwise transferred to or replaced by another Franchisee acceptable to Buyer within thirty (30) days of such termination), Buyer may deduct from the Developing Agents Escrow Amount the number of Parent Shares equal to the sum of (i) 4.5 times the TTM Period Continuing Royalties attributable to such Developing Agent under the terminated Developing Agent Franchise Agreement, plus (ii) 4.5 times the TTM Period Product Formulation Royalties attributable to such Developing Agent under the terminated Developing Agent Franchise Agreement, plus (iii) 2.0 times the TTM Period Initial Franchise Fees attributable to such Developing Agent under the terminated Developing Agent Franchise Agreement (collectively, the “Sellers’ Developing Agent Liabilities Formula”) divided by (iv) the Adjusted Closing Date Reference Price. Notwithstanding the foregoing, if, after the Developing Agents Escrow Release Date but prior to the fifteen (15) month anniversary of the Closing Date, any Developing Agent terminates a Developing Agent Franchise Agreement (and such Franchise location is not otherwise transferred to or replaced by another Franchisee acceptable to Buyer within thirty (30) days of such termination) in connection with, or as a result of, the Developing Agent Lawsuits or any settlement thereof, each of MFFB and Sellers agree, jointly and severally, to pay to the Buyer an amount in cash calculated in accordance with the Sellers Developing Agent Liabilities Formula within thirty (30) days of the Buyer providing MFFB and Sellers written notice of such termination.
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Related to Developing Agent Liabilities

  • Joint Liability Each representation, warranty, covenant and agreement made by Parent or Merger Sub in this Agreement shall be deemed a representation, warranty, covenant and agreement made by Parent and Merger Sub jointly and all liability and obligations relating thereto shall be deemed a joint liability and obligation of Parent and Merger Sub.

  • Default Liabilities 6.1 The Parties agree and acknowledge that, if any Party (hereinafter the “Defaulting Party”) commits material breach of any provision hereof, or materially fails to perform or delays in performing any obligation hereunder, such breach or failure or delay shall constitute a default under this Agreement (hereinafter a “Default”), then any non-defaulting Party shall be entitled to demand the Defaulting Party to rectify such Default or take remedial measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial measures within such reasonable period or within 10 working days following the written notice issued by the non-defaulting Party and the rectification requirement, the non-defaulting Party shall be entitled to decide to, at its discretion:

  • Litigation and Contingent Liabilities No litigation (including derivative actions), arbitration proceeding or governmental investigation or proceeding is pending or, to the Company’s knowledge, threatened against any Loan Party which might reasonably be expected to have a Material Adverse Effect, except as set forth in Schedule 9.6. Other than any liability incident to such litigation or proceedings, no Loan Party has any material contingent liabilities not listed on Schedule 9.6 or permitted by Section 11.1.

  • Independent Liability Each Borrower hereby agrees that one or more successive or concurrent actions may be brought hereon against such Borrower, in the same action in which any other Borrower may be sued or in separate actions, as often as deemed advisable by Agent. Each Borrower is fully aware of the financial condition of each other Borrower and is executing and delivering this Agreement based solely upon its own independent investigation of all matters pertinent hereto, and such Borrower is not relying in any manner upon any representation or statement of the Agent or any Lender with respect thereto. Each Borrower represents and warrants that it is in a position to obtain, and each Borrower hereby assumes full responsibility for obtaining, any additional information concerning any other Borrower’s financial condition and any other matter pertinent hereto as such Borrower may desire, and such Borrower is not relying upon or expecting the Agent to furnish to it any information now or hereafter in the Agent’s possession concerning the same or any other matter.

  • Contingent Liabilities Assume, guarantee, become liable as a surety, endorse, contingently agree to purchase, or otherwise be or become liable, directly or indirectly (including, but not limited to, by means of a maintenance agreement, an asset or stock purchase agreement, or any other agreement designed to ensure any creditor against loss), for or on account of the obligation of any person or entity, except by the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of the Company’s business.

  • Current Liabilities Current Liabilities means the aggregate amount of all current liabilities as determined in accordance with GAAP, but in any event shall include all liabilities except those having a maturity date which is more than one year from the date as of which such computation is being made.

  • Company Debt Liability A Member will not be personally liable for any debts or losses of the Company beyond his or her respective Capital Contributions except as provided in Section 7.6 or as otherwise required by law.

  • ERISA Liabilities The Borrower shall not, and shall cause each of its ERISA Affiliates not to, (i) permit the assets of any of their respective Plans to be less than the amount necessary to provide all accrued benefits under such Plans, or (ii) enter into any Multiemployer Plan.

  • Intercompany Liabilities Any and all Liabilities of Seller for intercompany advances, charges, or accounts payable of any kind or nature; and

  • Product Liabilities There are no product recalls, trade disputes, product liabilities or product tampering claims now pending, threatened against or made by or affecting the Company or any of its directors, officers or employees or the businesses, assets or rights of the Company.

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