Common use of Franchisee Obligations Clause in Contracts

Franchisee Obligations. A. Upon expiration or other termination of this Agreement, all rights granted under this Agreement to Franchisee will immediately terminate and Franchisee, at its expense, will comply with each of the following obligations: (1) Franchisee will immediately cease to operate the Hotel as a System Hotel and will not directly or indirectly represent or give the impression that it is a present or former franchisee or licensee of Franchisor or that the Hotel was previously part of the System; (2) Franchisee will immediately and permanently cease to use and remove from the Hotel and any other place of business any Intellectual Property and any other identifying characteristics and marks of the System, including any Electronic Systems, signs, fixtures, furniture, furnishings, equipment, advertising materials, stationery, supplies, forms, or other articles that display any Proprietary Marks or any trade dress or other distinctive features or designs associated with Franchisor or the System. Any signs containing any Proprietary Marks that Franchisee is unable to remove from the Hotel despite its best efforts upon termination or expiration of this Agreement will be completely covered by Franchisee from view and physically removed within twenty-four (24) hours after termination or expiration. Franchisee also will immediately remove all content regarding Franchisor, the System, and the Proprietary Marks from any Internet sites under its control and will take all necessary actions required by Franchisor to disassociate itself from Franchisor on the Internet. Franchisee will, at Franchisor’s option, cancel or assign to Franchisor or its designee, any domain name owned by or under the control of Franchisee or its Affiliates that contains any Proprietary Mxxx, or any mxxx that is in Franchisor’s sole opinion confusingly similar, including misspellings and acronyms; (3) Franchisee must take such action as may be necessary to cancel any fictitious, trade, or assumed name or equivalent registration that contains any Proprietary Mxxx or any variations thereof, and Franchisee must furnish Franchisor with evidence satisfactory to Franchisor of compliance with this obligation within thirty (30) days after termination or expiration of this Agreement; (4) Franchisee will immediately turn over to Franchisor the originals and all copies of any Confidential Information, Intellectual Property, and all other System materials relating to the operation of the Hotel and the System, or such other information generated by Franchisee through its use of the System that is deemed confidential by Franchisor, all of which are acknowledged by Franchisee to be Franchisor’s property. Franchisee will not retain a copy or record of any of the foregoing, except for Franchisee’s copy of this Agreement, any correspondence between the parties, and any other documents that Franchisee reasonably needs for compliance with any provisions of Applicable Law. If Franchisor permits Franchisee to continue to use any Intellectual Property after the termination or expiration date (such permission to be explicit and specific), such use by Franchisee will be in accordance with the terms of this Agreement; (5) Franchisee agrees that it will make no use of any of the Confidential Information or System or disclose or reveal it or any portion thereof to anyone not employed by Franchisor or its franchisees or licensees. Additionally, Franchisee will not assist anyone not franchised or licensed to use the System in constructing or equipping any hotel premises incorporating the distinctive features or equipment layout that Franchisor (or any of its Affiliates) owns, has originated, or developed and which are identifying characteristics of businesses using the System; and (6) Franchisee will immediately make such alterations as may be necessary to distinguish the Hotel clearly from its former appearance and other System Hotels in order to prevent any possibility of confusion by the public. Franchisee will make such specific additional changes as Franchisor may reasonably request for this purpose. Until all alterations required by this Section 20.1.A are completed, Franchisee must maintain a conspicuous sign at the registration desk in a form specified by Franchisor, stating that the Hotel is no longer associated with System Hotels. Franchisee will advise all customers and prospective customers telephoning the Hotel that the Hotel is no longer associated with System Hotels. Franchisee agrees that its failure to comply with any of the requirements of this Section 20.1.A will cause irreparable injury to Franchisor. B. Upon expiration or other termination of this Agreement, Franchisee will promptly pay: (i) all amounts owing to Franchisor and any of its Affiliates; (ii) any costs and expenses incurred by Franchisor, or fees charged by Franchisor, in connection with removing the Hotel from the System; and (iii) without limiting Franchisee’s obligations that relate to the period prior to the date of such termination, an amount equal to a reasonable estimate of costs and fees incurred or likely to be incurred, but not yet accumulated, billed and/or invoiced, which will be due on the date Franchisee is notified of such amount. Franchisor is entitled to receive interest on any amount not paid when due hereunder which will accrue at a rate per annum equal to the Interest Rate from the date such payment was due.

Franchisee Obligations. A. Upon expiration or other termination of this Agreement, all rights granted under this Agreement to Franchisee will immediately terminate and Franchisee, at its expense, will comply with each of the following obligations: (1) Franchisee will immediately cease to operate the Hotel as a System Hotel and will not directly or indirectly represent or give the impression that it is a present or former franchisee or licensee of Franchisor or that the Hotel was previously part of the System; (2) Franchisee will immediately and permanently cease to use and remove from the Hotel and any other place of business any Intellectual Property and any other identifying characteristics and marks of the System, including any Electronic Systems, signs, fixtures, furniture, furnishings, equipment, advertising materials, stationery, supplies, forms, or other articles that display any Proprietary Marks or any trade dress or other distinctive features or designs associated with Franchisor or the System. Any signs containing any Proprietary Marks that Franchisee is unable to remove from the Hotel despite its best efforts upon termination or expiration of this Agreement will be completely covered by Franchisee from view and physically removed within twenty-four (24) hours after termination or expiration. Franchisee also will immediately remove all content regarding Franchisor, the System, and the Proprietary Marks from any Internet sites under its control and will take all necessary actions required by Franchisor to disassociate itself from Franchisor on the Internet. Franchisee will, at Franchisor’s option, cancel or assign to Franchisor or its designee, any domain name owned by or under the control of Franchisee or its Affiliates that contains any Proprietary MxxxXxxx, or any mxxx xxxx that is in Franchisor’s sole opinion confusingly similar, including misspellings and acronyms; (3) Franchisee must take such action as may be necessary to cancel any fictitious, trade, or assumed name or equivalent registration that contains any Proprietary Mxxx Xxxx or any variations thereof, and Franchisee must furnish Franchisor with evidence satisfactory to Franchisor of compliance with this obligation within thirty (30) days after termination or expiration of this Agreement; (4) Franchisee will immediately turn over to Franchisor the originals and all copies of any Confidential Information, Intellectual Property, and all other System materials relating to the operation of the Hotel and the System, or such other information generated by Franchisee through its use of the System that is deemed confidential by Franchisor, all of which are acknowledged by Franchisee to be Franchisor’s property. Franchisee will not retain a copy or record of any of the foregoing, except for Franchisee’s copy of this Agreement, any correspondence between the parties, and any other documents that Franchisee reasonably needs for compliance with any provisions of Applicable Law. If Franchisor permits Franchisee to continue to use any Intellectual Property after the termination or expiration date (such permission to be explicit and specific), such use by Franchisee will be in accordance with the terms of this Agreement; (5) Franchisee agrees that it will make no use of any of the Confidential Information or System or disclose or reveal it or any portion thereof to anyone not employed by Franchisor or its franchisees or licensees. Additionally, Franchisee will not assist anyone not franchised or licensed to use the System in constructing or equipping any hotel premises incorporating the distinctive features or equipment layout that Franchisor (or any of its Affiliates) owns, has originated, or developed and which are identifying characteristics of businesses using the System; and (6) Franchisee will immediately make such alterations as may be necessary to distinguish the Hotel clearly from its former appearance and other System Hotels in order to prevent any possibility of confusion by the public. Franchisee will make such specific additional changes as Franchisor may reasonably request for this purpose. Until all alterations required by this Section 20.1.A are completed, Franchisee must maintain a conspicuous sign at the registration desk in a form specified by Franchisor, stating that the Hotel is no longer associated with System Hotels. Franchisee will advise all customers and prospective customers telephoning the Hotel that the Hotel is no longer associated with System Hotels. Franchisee agrees that its failure to comply with any of the requirements of this Section 20.1.A will cause irreparable injury to Franchisor. B. Upon expiration or other termination of this Agreement, Franchisee will promptly pay: (i) all amounts owing to Franchisor and any of its Affiliates; (ii) any costs and expenses incurred by Franchisor, or fees charged by Franchisor, in connection with removing the Hotel from the System; and (iii) without limiting Franchisee’s obligations that relate to the period prior to the date of such termination, an amount equal to a reasonable estimate of costs and fees incurred or likely to be incurred, but not yet accumulated, billed and/or invoiced, which will be due on the date Franchisee is notified of such amount. Franchisor is entitled to receive interest on any amount not paid when due hereunder which will accrue at a rate per annum equal to the Interest Rate from the date such payment was due.

Franchisee Obligations. A. (a) Upon expiration or other termination of this Agreement, all rights granted under this Agreement to Franchisee will immediately terminate terminate, and Franchisee, at its expense, will comply with each of the following obligations: (1) Franchisee will must immediately cease to operate the Hotel Restaurant as a System Hotel Taste of Philly Restaurant and will not directly or indirectly represent or give the impression that it is a present or former franchisee or licensee of Franchisor or that the Hotel Restaurant was previously part of the System;. (2) Franchisee will must immediately and permanently cease to use and remove from the Hotel Restaurant and any other place of business any Intellectual Property and any other identifying characteristics and marks of the System, including including, any Electronic Systems, signs, fixtures, furniture, furnishings, equipment, advertising materials, stationery, supplies, forms, or other articles that display any Proprietary Marks or any trade dress or other distinctive features or designs associated with Franchisor or the System. Any signs containing any Proprietary Marks that Franchisee is unable to remove from the Hotel Restaurant despite its best efforts upon termination or expiration of this Agreement will be completely covered by Franchisee from view and physically removed within twentyforty-four eight (2448) hours after termination or expirationtermination. Franchisee also will immediately remove all content regarding Franchisor, the System, and the Proprietary Marks from any Internet sites under its control and will take all necessary actions required by Franchisor to disassociate itself from Franchisor on the Internet. Franchisee will, at Franchisor’s optionoption and within thirty (30) days, cancel or assign to Franchisor or its designee, any domain name owned by or under the control of Franchisee or its Affiliates that contains any Proprietary MxxxXxxx, or any mxxx xxxx that is in Franchisor’s sole opinion confusingly similar, including misspellings and acronyms;. (3) Franchisee must take such action as may be necessary to cancel any fictitious, trade, or assumed name or equivalent registration that contains the name “Taste of Philly” or any other Proprietary Mxxx Xxxx or any variations thereof, and Franchisee must furnish Franchisor with evidence satisfactory to Franchisor of compliance with this obligation within thirty (30) days after termination or expiration of this Agreement;. (4) Franchisee will immediately turn over to Franchisor the originals and all copies of any Confidential Information, Intellectual Property, and all other System materials relating to the operation of the Hotel Restaurant and the System, or such other information generated by Franchisee through its use of the System that is deemed confidential by Franchisor, all of which are acknowledged by Franchisee to be Franchisor’s property. Franchisee will not retain a no copy or record of any of the foregoing, except for Franchisee’s copy of this Agreement, any correspondence between the parties, and any other documents that Franchisee reasonably needs for compliance with any provisions of Applicable Law. If Franchisor permits Franchisee to continue to use any Intellectual Property after the termination or expiration date (such permission to be explicit and specific), such use by Franchisee will be in accordance with the terms of this Agreement;. (5) Franchisee agrees that it will make no use of any of the Confidential Information or System or disclose or reveal it or any portion thereof to anyone not employed by Franchisor or its franchisees or licensees. Additionally, Franchisee will not assist anyone not franchised or licensed to use the System in constructing or equipping any hotel restaurant premises incorporating the distinctive features or equipment layout that Franchisor (or any of its Affiliates) owns, has originated, or developed and which are identifying characteristics of businesses using the System; and. (6) Franchisee will must immediately make such alterations as may be necessary to distinguish the Hotel Restaurant clearly from its former appearance and other System Hotels Taste of Philly Restaurants in order to prevent any possibility of confusion by the public. Franchisee will must make such specific additional changes as Franchisor may reasonably request for this purpose. Until all alterations required by this Section 20.1.A 18.1(a) are completed, Franchisee must maintain a conspicuous sign at the registration desk in a form specified by Franchisor, stating that the Hotel Restaurant is no longer associated with System HotelsTaste of Philly Restaurants. Franchisee will advise all customers and prospective customers telephoning the Hotel Restaurant that the Hotel Restaurant is no longer associated with System HotelsTaste of Philly Restaurants. Franchisee agrees that its failure to comply with any of the requirements of this Section 20.1.A 18.1(a) will cause irreparable injury to Franchisor. B. (b) Upon expiration or other termination of this Agreement, Franchisee will must promptly pay: (i) all amounts owing to Franchisor and any of its Affiliates; (ii) any costs and expenses incurred by Franchisor, or fees charged by Franchisor, Franchisor in connection with removing the Hotel Restaurant from the System; and (iii) without limiting Franchisee’s obligations that relate to the period prior to the date of such termination, an amount equal to a reasonable estimate of costs and fees incurred or likely to be incurred, but not yet accumulated, billed accumulated and/or invoiced, which will be due on the date Franchisee is notified of such amount. Franchisor is entitled to receive interest Interest on any amount not paid when due hereunder from earlier of the date due or the date on which will accrue at Franchisee is notified of the amount owed to Franchisor or its Affiliate. (c) For a rate per annum equal to the Interest Rate period of three (3) years from the date of termination or expiration of this Agreement for any reason, or the date on which Franchisee begins to comply with this Section 18.1(c), whichever is later, Franchisee shall not, and shall cause its Affiliates not to, directly or indirectly engage in, operate, manage, consult with, advise, partner with, lease or license any assets or provide financing to or invest in any Person that engages in a Philly cheesesteak business located or operating within a five (5) mile radius of the former Restricted Territory (including at the former Approved Location) or within a five (5) mile radius of any other Taste of Philly Restaurant existing on the later of the date of termination or expiration of this Agreement or the date on which Franchisee and its Affiliates begin to comply with this Section 18.1(c). Franchisee and its Affiliates expressly acknowledge that they possess skills and abilities of a general nature and have other opportunities for exploiting such payment was dueskills. Consequently, enforcement of the covenants made in this Section 18.1(c) will not deprive them of their personal goodwill or ability to earn a living. Franchisee agrees to pay Franchisor the applicable monthly Franchise Fees for each business Franchisee owns or operates in violation of this Section 18.1(c) during the three (3) year period. Furthermore, in addition to the aforementioned fees, Franchisor reserves the right to enjoin or seek injunctive relief for any Franchisee activities in contravention of this Section 18.1(c). (d) The provisions of Section 18.1 will survive the expiration or termination (for any reason) of this Agreement.

Franchisee Obligations. A. (a) Upon expiration or other termination of this Agreement, all rights granted under this Agreement to Franchisee will immediately terminate terminate, and Franchisee, at its expense, will comply with each of the following obligations: (1) Franchisee will must immediately cease to operate the Hotel Restaurant as a System Hotel Taste of Philly Restaurant and will not directly or indirectly represent or give the impression that it is a present or former franchisee or licensee of Franchisor or that the Hotel Restaurant was previously part of the System;. (2) Franchisee will must immediately and permanently cease to use and remove from the Hotel Restaurant and any other place of business any Intellectual Property and any other identifying characteristics and marks of the System, including including, any Electronic Systems, signs, fixtures, furniture, furnishings, equipment, advertising materials, stationery, supplies, forms, or other articles that display any Proprietary Marks or any trade dress or other distinctive features or designs associated with Franchisor or the System. Any signs containing any Proprietary Marks that Franchisee is unable to remove from the Hotel Restaurant despite its best efforts upon termination or expiration of this Agreement will be completely covered by Franchisee from view and physically removed within twentyforty-four eight (2448) hours after termination or expirationtermination. Franchisee also will immediately remove all content regarding Franchisor, the System, and the Proprietary Marks from any Internet sites under its control and will take all necessary actions required by Franchisor to disassociate itself from Franchisor on the Internet. Franchisee will, at Franchisor’s optionoption and within thirty (30) days, cancel or assign to Franchisor or its designee, any domain name owned by or under the control of Franchisee or its Affiliates that contains any Proprietary MxxxMark, or any mxxx mark that is in Franchisor’s sole opinion confusingly similar, including misspellings and acronyms;. (3) Franchisee must take such action as may be necessary to cancel any fictitious, trade, or assumed name or equivalent registration that contains the name “Taste of Philly” or any other Proprietary Mxxx Mark or any variations thereof, and Franchisee must furnish Franchisor with evidence satisfactory to Franchisor of compliance with this obligation within thirty (30) days after termination or expiration of this Agreement;. (4) Franchisee will immediately turn over to Franchisor the originals and all copies of any Confidential Information, Intellectual Property, and all other System materials relating to the operation of the Hotel Restaurant and the System, or such other information generated by Franchisee through its use of the System that is deemed confidential by Franchisor, all of which are acknowledged by Franchisee to be Franchisor’s property. Franchisee will not retain a no copy or record of any of the foregoing, except for Franchisee’s copy of this Agreement, any correspondence between the parties, and any other documents that Franchisee reasonably needs for compliance with any provisions of Applicable Law. If Franchisor permits Franchisee to continue to use any Intellectual Property after the termination or expiration date (such permission to be explicit and specific), such use by Franchisee will be in accordance with the terms of this Agreement;. (5) Franchisee agrees that it will make no use of any of the Confidential Information or System or disclose or reveal it or any portion thereof to anyone not employed by Franchisor or its franchisees or licensees. Additionally, Franchisee will not assist anyone not franchised or licensed to use the System in constructing or equipping any hotel restaurant premises incorporating the distinctive features or equipment layout that Franchisor (or any of its Affiliates) owns, has originated, or developed and which are identifying characteristics of businesses using the System; and. (6) Franchisee will must immediately make such alterations as may be necessary to distinguish the Hotel Restaurant clearly from its former appearance and other System Hotels Taste of Philly Restaurants in order to prevent any possibility of confusion by the public. Franchisee will must make such specific additional changes as Franchisor may reasonably request for this purpose. Until all alterations required by this Section 20.1.A 18.1(a) are completed, Franchisee must maintain a conspicuous sign at the registration desk in a form specified by Franchisor, stating that the Hotel Restaurant is no longer associated with System HotelsTaste of Philly Restaurants. Franchisee will advise all customers and prospective customers telephoning the Hotel Restaurant that the Hotel Restaurant is no longer associated with System HotelsTaste of Philly Restaurants. Franchisee agrees that its failure to comply with any of the requirements of this Section 20.1.A 18.1(a) will cause irreparable injury to Franchisor. B. (b) Upon expiration or other termination of this Agreement, Franchisee will must promptly pay: (i) all amounts owing to Franchisor and any of its Affiliates; (ii) any costs and expenses incurred by Franchisor, or fees charged by Franchisor, Franchisor in connection with removing the Hotel Restaurant from the System; and (iii) without limiting Franchisee’s obligations that relate to the period prior to the date of such termination, an amount equal to a reasonable estimate of costs and fees incurred or likely to be incurred, but not yet accumulated, billed accumulated and/or invoiced, which will be due on the date Franchisee is notified of such amount. Franchisor is entitled to receive interest Interest on any amount not paid when due hereunder from earlier of the date due or the date on which will accrue at Franchisee is notified of the amount owed to Franchisor or its Affiliate. (c) For a rate per annum equal to the Interest Rate period of three (3) years from the date of termination or expiration of this Agreement for any reason, or the date on which Franchisee begins to comply with this Section 18.1(c), whichever is later, Franchisee shall not, and shall cause its Affiliates not to, directly or indirectly engage in, operate, manage, consult with, advise, partner with, lease or license any assets or provide financing to or invest in any Person that engages in a Philly cheesesteak business located or operating within a five (5) mile radius of the former Restricted Territory (including at the former Approved Location) or within a five (5) mile radius of any other Taste of Philly Restaurant existing on the later of the date of termination or expiration of this Agreement or the date on which Franchisee and its Affiliates begin to comply with this Section 18.1(c). Franchisee and its Affiliates expressly acknowledge that they possess skills and abilities of a general nature and have other opportunities for exploiting such payment was dueskills. Consequently, enforcement of the covenants made in this Section 18.1(c) will not deprive them of their personal goodwill or ability to earn a living. Xxxxxxxxxx agrees to pay Franchisor the applicable monthly Franchise Fees for each business Franchisee owns or operates in violation of this Section 18.1(c) during the three (3) year period. Furthermore, in addition to the aforementioned fees, Franchisor reserves the right to enjoin or seek injunctive relief for any Franchisee activities in contravention of this Section 18.1(c). (d) The provisions of Section 18.1 will survive the expiration or termination (for any reason) of this Agreement.