Franchisees. (i) Spinco has provided to Regis a true, correct and complete list of all states in the United States and countries or jurisdictions in which Persons (“Spinco Franchisees”) to whom Spinco or any of its Subsidiaries have sold a “franchise” or “business opportunity” under the “Disclosure Requirements and Prohibitions Concerning Franchising and Business Opportunity Ventures” rules of the FTC or any other Applicable Laws that govern the offer and sale of “franchises” or “business opportunities” are located.
(ii) Spinco has delivered to Regis true, correct and complete copies of Spinco’s and its Subsidiaries’ Uniform Franchise Offering Circulars and any other international disclosure documents (“Spinco UFOCs”), which are currently being used in connection with the offers to sell and the sales of its franchises. The Spinco UFOCs currently used by Spinco and its Subsidiaries and any other offering circulars previously used by Regis and its Subsidiaries do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except for such untrue statements or omissions that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Spinco. Spinco and its Subsidiaries are in compliance with all Applicable Laws (including, in the United States, the Uniform Franchise Offering Circular Guidelines adopted by the North American Securities Administrators Association) relating to the offer and sale of Spinco Franchises and the relationship between Spinco and its Subsidiaries and their respective franchisees, except where the failure to so comply, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Spinco.
(iii) The franchise agreements and other agreements of Spinco and its Subsidiaries granting rights to a Spinco Franchisee do not obligate Spinco or any of its Subsidiaries to buy back or otherwise acquire any amount of stock, assets or contractual rights of the Spinco Franchisee, where such amounts would, individually or in the aggregate, be material to Spinco and its Subsidiaries, taken as a whole. Spinco and its Subsidiaries do not (1) guaranty any obligations of any Spinco Franchisee that, individually or in the aggregate with such other guaranties, are material to Spinco and its Subsidiaries, taken ...
Franchisees. Schedule 4.19 sets forth the name of each Franchisee and Subfranchisor, his territory, the address of each Franchisee's and Subfranchisor's office, and the scheduled renewal or expiration date of each Franchisee's and Subfranchisor's franchise agreement. Except as set forth on Schedule 4.19, as of the date hereof, there is no material dispute between any of the Conveyed Entities or any of their Subsidiaries, on one hand, and any Franchisee or Subfranchisor, on the other hand.
Franchisees. (a) Subject to Section 4.4 (Bank Oversight), and except as may otherwise be required by Applicable Law, as from time to time determined by Bank in its reasonable discretion, Bank shall make all Financial Products available to each Franchisee in the Program Territory as provided in the Franchisee Distribution Agreement executed by such Franchisee.
(b) Franchisees shall not be deemed third-party beneficiaries of this Agreement.
(c) Each Franchisee Distribution Agreement shall establish the obligations and liabilities of each of Bank, EFS and the Franchisee with respect to the other parties thereto. Any responsibilities of EFS with respect to Franchisees are as set forth in the respective Franchisee Distribution Agreements. Notwithstanding the foregoing, except to the extent Bank is otherwise directed by a Regulatory Authority, or Bank's legal counsel determines that such Franchisee's continued distribution of Financial Products or involvement with the Program is not consistent with safe and sound banking practices and thus that immediate termination of such Franchisee or the taking of enforcement action under the Franchisee Distribution Agreement is required, Bank shall provide notice to EFS prior to (i) withdrawing any Financial Products from distribution to any Franchisee, or (ii) taking any enforcement actions against a Franchisee under the Franchisee Distribution Agreement.
Franchisees. Except as disclosed in the SEC Reports, during the ----------- fiscal year ended December 31, 1991, no franchisee accounted for more than 10% of Holdings' consolidated revenues from sales of products or services.
Franchisees. Schedule 7.3 sets forth a listing of each Person (each, a “Franchisee” or “Licensee”) with which the TARGET or any of its Subsidiaries has entered into a franchise agreement (each, a “Franchise Agreement” or a “License Agreement”) and the date and the parties to each Franchise Agreement. Each Franchise Agreement is in full force and effect. True, correct and complete copies of all Franchise Agreements have heretofore been made available by the Sellers to the Buyer Company. Except as Schedule 7.3 sets forth, there are no existing or, to the knowledge of the Sellers, asserted defaults, events of default or events, occurrences, acts or omissions that, with the giving of notice or lapse of time or both, would constitute material defaults or events of default of the TARGET or any of its Subsidiaries under any Franchise Agreement or, to the knowledge of the Sellers and the TARGET, of any Franchisee. No amendments are pending with respect to any Franchise Agreement. Each Franchise Agreement is the valid and enforceable obligation of the TARGET or its Subsidiaries, as the case may be, and, to the knowledge of the Sellers and the TARGET, the Franchisee party thereto in accordance with its terms, except as enforceability may be limited by (i) any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law), and no defenses, off-sets or counterclaims have been asserted by any party thereto, nor has the TARGET or any of its Subsidiaries waived any rights thereunder, except as Schedule 7.3 sets forth. Except as Schedule 7.3 sets forth or as this Agreement contemplates, the Sellers and the TARGET have no knowledge of any plan or intention of any Franchisee to exercise any right to cancel or terminate any Franchise Agreement.
Franchisees. Each of the franchisees which is a party to a Franchise Agreement with any Borrower pursuant to a Franchise Agreement from time to time.
Franchisees. Schedule 4.24
Franchisees. No more than one meeting/training program per year will be scheduled by V2K. No attendance fee shall be required, but Franchisee will be required to attend, and Franchisee will be responsible for paying its travel and living (including meals and lodging) expenses incurred in attending the meeting/training program. These meetings/training programs shall be held in the region where franchisee is located. If Franchisee fails to attend a mandatory meeting that is designated by V2K as an annual meeting, V2K may, at V2K's sole determination, require Franchisee to pay a $500 missed annual meeting fee, which fee will be due within 30 days of notice by V2K to Franchisee.
Franchisees. A list of the Franchise Restaurants, Franchisees and Franchise Agreements is set forth on attached Schedule 3.22.1, and except as set forth in Schedule 3.22.1, there are no pending or granted, and to Seller's or Eateries' Knowledge, no claims of any Person to any, rights to develop Xxxxxx'x Mexican restaurants in any other domestic or international markets.
Franchisees. TravelWeb acknowledges that Participant consists of a system of franchised hotels and that the responsibility of Choice Hotels, Inc., with respect to property level obligations contained herein, shall be limited to best efforts to compel its franchisees to comply with their respective obligations. TRAVELWEB, INC.
