Franchise Operations. Each of the Stores has been operated by the Vendors pursuant to and in compliance with a franchise agreement with the Purchaser.
Franchise Operations. (a) Sellers have provided Purchaser with a copy of each version of the multistate disclosure document (the “Disclosure Documents”) utilized by Sellers in connection with grants or sales of the right to develop and/or operate Concept facilities. As set forth on Schedule 4.29(a), the Sellers have prepared and maintained its Disclosure Documents in compliance with Disclosure Requirements and Prohibitions Concerning Franchising, issued in 2007 by the Federal Trade Commission (the “FTC Disclosures”) and the guidelines adopted by the North American Securities Administrators Association, as amended from time to time (the “Guidelines”), and, except as set forth on Schedule 4.29 (b), has registered the franchise offering or otherwise qualified for applicable exemptions in the states which require registration and approval prior to any offers or sales of franchises, and where Sellers did business, and have filed all material changes, amendments and renewals thereto, or have intentionally allowed same to lapse as described in Schedule 4.29(a), on a timely and accurate basis and have paid all fees with respect thereto.
(b) Sellers have heretofore made available to Purchaser correct and complete copies of all franchise registration orders, franchise advertising or promotional materials, Disclosure Documents or agreements filed with any Governmental Entity or otherwise used by Sellers in connection with the offer, sale and operation of franchises or business opportunities in any jurisdiction in which Sellers have sold franchises. Sellers have not, in any of the aforementioned documents (including, without limitation, any Disclosure Documents), made any untrue statement of a material fact, or omitted any material fact necessary to make the statements made by either of the Sellers, taken as a whole, not misleading, in connection with the offer or sale of any franchise or business opportunity. To Sellers’ Knowledge, neither it, nor any of its officers, directors, employees, agents or representatives made any untrue statement of material fact, or omitted any material fact necessary to make the statements made by such individual, taken as a whole, not misleading, in connection with the offer or sale of any franchise or business opportunity.
(c) The Sellers have not authorized its respective officers, directors, employees, agents or representatives to furnish directly to prospective franchisees any materials or information that is inconsistent with the “earnings claim”, infor...
Franchise Operations. In March of 2006, the Company entered into a ten-year area development agreement with the Alshaya Trading Co. W.L.L., in which the Company agreed to enter into separate license agreements for the operation of Foot Locker stores, subject to certain restrictions, located within the Middle East. Additionally, in March 2007, the Company entered into a ten-year agreement with another third party for the exclusive right to open and operate Foot Locker stores in the Republic of Korea. A total of 17 franchised stores were operational at January 31, 2009. Revenue from the franchised stores was not significant for the any of the periods presented. These stores are not included in the Company’s operating store count above.
Franchise Operations. 19 Section 2.26
Franchise Operations. (a) The Company has provided Newco with a copy of the Company's and its Subsidiaries' currently effective uniform franchise offering circulars used by the Company and its Subsidiaries to offer and sell franchises and subfranchises in the United States and throughout the world for each of its and their brands, namely, Blimpie, Smoothie Island Juice Bar, Maui Taco and Pasta Central (collectively, the "Brands") ("Uniform Franchise Offering Circulars" or "UFOCs").
Franchise Operations. Spring Break LLC provides the Client with the first draft of a comprehensive operations manual for your new franchise operation. This manual is intended to be provided by you to your new franchisees and includes details of how to start a business like yours from scratch and how to operate it. However Spring Break LLC will highlight sections of this manual that need to be completed by you with specific and proprietary information regarding the specific operation of your business. You agree to make such changes to the document. Spring Break LLC will fully review the Client’s manual upon your completion.
Franchise Operations. Schedule 3.27(a) sets forth a true and complete list, for all stores that are branded as or identify themselves as Timothy’s World Coffee, mmmuffins or Michel’s Baguette and are developed or operated pursuant to a franchise agreement (the “Franchise Agreements”), the date of such Franchise Agreement, the date of any amendments to each Franchise Agreement, and the name and address of each franchisee. As of the Closing, none of the Acquired Companies will be a party to any franchise agreement. The Company has made available to Buyer copies of all Franchise Agreements and such copies are correct and complete in all material respects. Except as set forth on Schedule 3.27(b) the Company Retail Business has, to the Company’s knowledge, complied with, and continues to be in compliance with all Legal Requirements relating to franchise laws (including, but not limited to, the Xxxxxx Xxxxxxx Act (Franchise Disclosure) 2000), disclosure obligations, obligations to deal in good faith and obligations to allow free association.
Franchise Operations. Except to the extent it could not reasonably be expected to have a Material Adverse Effect:
(i) Except as set forth in Schedule 2.13(c)(i), the Company and its Subsidiaries have not assigned or pledged any Franchise Agreement or its or their rights thereunder, and have good and valid title to such Franchise Agreements, and the Company is the sole holder of each Franchise Agreement and the rights of the franchisor thereunder, free and clear of any lien or encumbrance of any kind or nature.
(ii) Except as set forth in Schedule 2.13(c)(ii), the Company’s franchise operation manuals do not impose any obligations or set forth any requirements that are inconsistent with any of the Franchise Agreements, Area Development Agreements and/or UFOCs.
(iii) Except as set forth in Schedule 2.13(c)(iii), with respect to all terminations since January 1, 2003, the Company has complied with all applicable state franchise termination, unfair practices, and/or relationship Regulations, including, but not limited to, those Regulations’ requirements with respect to the proper notice of default, time to cure, and the actual termination of any Franchisee or business opportunity operator (“Relationship Regulations”).
(iv) Except as set forth in Schedule 2.13(c)(iv), the Company and its Subsidiaries have no currently effective contracts with any formal or informal franchisee association or group of franchisees regarding any Franchise Agreement, Standard Form Franchise Agreement, Standard Form Area development Agreement, or franchise operational matter.
Franchise Operations. MFM has substantially complied with all Applicable Laws, including franchise and business opportunity laws, of every Governmental Body, including the Federal Trade Commission (the "FTC"), in offering and selling "My Favorite Muffin" franchises and area franchises. Schedule 6.32 contains a complete list of all terminated franchise agreements, area franchise development agreements and other similar agreements together with all amendments, modifications, renewals, extensions and addendums thereto. MFM has not obtained a federal copyright with respect to the "My Favorite Muffin Operations Manual" and any supplemental business manuals. All of the terms and conditions of all franchises and all area franchises to which MFM is a party are contained in a written document identified on Schedule 4.1(g) hereto, and, except as set forth in such Schedule, no such term or condition has been waived by MFM. Each jurisdiction in which MFM has registered its franchises and/or area franchises for offer and sale is listed on Schedule 4.1(g) hereto together with any conditions to registration imposed by any such jurisdiction. Schedule 4.1(g) sets forth a description of all outstanding offers by MFM to enter into franchise agreements and/or area franchise development agreements with prospective franchisees and area franchisees. Such Schedule also sets forth a description of all of franchise agreements and area franchise development agreements terminated, canceled or revoked by the Seller at any time during the past three (3) years, including the respective dates of termination or cancellation and the reasons therefor. MFM's Franchise Offering Circulars in use in each jurisdiction have been maintained current in all material respects and fairly disclose all matters required to be disclosed by Applicable Laws. To MFM's Knowledge, all franchise agreements and area franchise development agreements entered into by MFM with its franchisees were entered into accordance in all material respects, with the requirements of Applicable Laws.
Franchise Operations. Schedule 4.27 sets forth a true -------------------- and complete list of check cashing locations with which National has a franchise arrangement, including the parties thereto, the terms thereof and the fees payable thereunder.
