Common use of FRANCHISOR'S RIGHT OF FIRST REFUSAL Clause in Contracts

FRANCHISOR'S RIGHT OF FIRST REFUSAL. (1) Any Principal Owner or any Owner holding a twenty-five percent (25%) or more interest in Developer, or this Agreement, or a controlling interest if less than twenty-five percent (25%), who desires to accept any BONA FIDE offer from a third party to purchase such interest shall promptly notify Franchisor in writing of each such offer and shall provide such information and documentation relating to the offer as Franchisor may require including, without limitation, the name and address of the prospective purchaser, the terms of the offer and a copy of any letter of intent or proposed purchase contract. Franchisor shall have the right and option, exercisable for thirty (30) days after receipt of such written notification, to send written notice to the seller that Franchisor intends to purchase the seller's interest on the same terms and conditions offered by the third party. In the event Franchisor elects to purchase the seller's interest, closing on such purchase must occur within sixty (60) days from the date of notice to the seller of the election to purchase by Franchisor or such later date as may be provided in the third party offer. Any material change in the terms of any offer prior to closing shall constitute a new offer subject to the same rights of first refusal by Franchisor as in the case of an initial offer. Failure of Franchisor to exercise the option afforded by this Section 9.E shall not constitute a waiver of any other provision of this Agreement, including all of the requirements of this Section 9, with respect to a proposed transfer. (2) In the event an offer from a third party provides for payment of consideration other than cash or involves certain intangible benefits, Franchisor may elect to purchase the interest proposed to be sold for the reasonable equivalent in cash. If the parties cannot agree within a reasonable time on the reasonable equivalent in cash of the non-cash part of the offer, an independent appraiser, qualified by training and experience to appraise such non-cash consideration, shall be designated by Franchisor and Developer to determine such amount, and his determination shall be binding on the parties. If the parties cannot agree on an independent appraiser in a reasonable time, an independent appraiser shall be designated by each party and the two (2) independent appraisers so designated shall select a third independent appraiser. the determination of a reasonable equivalent in cash by a majority of the appraisers so chosen shall be binding. Franchisor and Franchisee shall each bear an equal share of the costs of the appraisal.

FRANCHISOR'S RIGHT OF FIRST REFUSAL. (1) Any Principal Owner If Franchisee or any Owner holding of its Owners shall at any time determine to sell an interest in this Agreement, the Outlet, some or all of the Operating Assets (other than in the ordinary course of business) or an Ownership Interest in Franchisee, Franchisee or its Owner(s) shall obtain a twentybona fide, arm's-length, executed purchase agreement (and any ancillary agreements) in complete and definitive form, not subject to any financing contingency or other material, substantive contingency (other than Franchisor's consent and waiver of its right of first refusal as described herein), and an xxxxxxx money deposit (in the amount of five percent (255%) or more of the purchase price) from a qualified, responsible, bona fide and fully disclosed purchaser. A true and complete copy of such purchase agreement and any proposed ancillary agreements shall immediately be submitted to Franchisor by Franchisee, such Owner(s) or both. The purchase agreement (1) must apply only to an interest in Developer, or which is permitted to be transferred under this Agreement, (2) may not include the purchase of any other property or a controlling interest if less than twenty-five percent rights of Franchisee (25%or such Owner(s)), who desires and (3) must not provide for any additional payments to accept be made, or any BONA FIDE offer from a third party increase in the amounts payable, in the event Franchisor exercises its right of first refusal hereunder. The price and terms of purchase offered to Franchisee (or such Owner(s)) in the purchase such interest agreement for the aforementioned interests shall promptly notify Franchisor in writing of each such offer reflect the bona fide price offered therefor and shall provide such information and documentation relating to the offer as Franchisor may require including, without limitation, the name and address of the prospective purchaser, the terms of the offer and a copy of not reflect any letter of intent value for any other property or proposed purchase contractrights. Franchisor shall have the right and optionright, exercisable by written notice delivered to Franchisee or such Owner(s) within thirty (30) days from the date of receipt by Franchisor of an exact copy of such purchase agreement, together with payment of any applicable transfer fee and a completed and executed application for Franchisor's consent to transfer such interest, to purchase such interest for the price and on the terms and conditions contained in such purchase agreement, provided that: (i) Franchisor may substitute cash, a cash equivalent, or marketable securities of equivalent value for any form of payment proposed in such purchase agreement; (ii) Franchisor's credit shall be deemed equal to the credit of any proposed purchaser; and (iii) Franchisor shall have not less than ninety (90) days to prepare for closing, subject to extension at Franchisor's option to enable Franchisor, Franchisee or other Person to obtain any necessary consent of a third party, including obtaining any necessary permits and licenses. Regardless of whether included in the purchase agreement, Franchisor shall be entitled to all customary representations, warranties and indemnities given by the seller of a business, including indemnities for all actions, events and conditions that existed or occurred prior to the closing in connection with the Outlet, Franchisee's business or the assets or Ownership Interests being purchased and representations and warranties as to: (1) ownership, condition and title to the Ownership Interests and/or assets being purchased; (2) absence of liens and encumbrances relating to such Ownership Interests and/or assets; (3) validity of contracts; and (4) liabilities, contingent or otherwise, of any legal entity whose Ownership Interests or assets are purchased. At the closing, the seller shall provide to the purchaser good, valid, marketable, and indefeasible title (or equivalent rights) to all tangible and intangible property transferred, free and clear of any mortgage, claim, lien, or encumbrance, and local custom shall be followed as to formalities of any transfer documentation, closing costs, and closing logistics. If Franchisor exercises its right of first refusal, Franchisee and/or such selling Owner(s) (and members of their respective Immediate Families), as applicable, shall be bound by the restrictions in Section 16.D. below for a period of eighteen (18) months commencing on the effective date of the transfer or the date upon which all Persons bound by such restrictions begin to comply fully with such restrictions, whichever is later. If Franchisor does not exercise its right of first refusal, Franchisee or such Owner(s) may complete the sale to such purchaser pursuant to and on the exact terms of such purchase agreement, subject to Franchisor's approval of the transfer, as provided for in this Agreement. However, if the sale to such purchaser is not completed within one hundred twenty (120) days after receipt of such purchase agreement by Franchisor, or if there is a change in the terms of the sale (of which Franchisee shall promptly notify Franchisor), Franchisor shall have an additional right of first refusal for thirty (30) days after receipt of such written notification, to send written notice to the seller that Franchisor intends to purchase the seller's interest as set forth herein on the same modified or initial terms and conditions offered by the third party. In the event Franchisor elects to purchase the sellerof sale, at Franchisor's interest, closing on such purchase must occur within sixty (60) days from the date of notice to the seller of the election to purchase by Franchisor or such later date as may be provided in the third party offer. Any material change in the terms of any offer prior to closing shall constitute a new offer subject to the same rights of first refusal by Franchisor as in the case of an initial offer. Failure of Franchisor to exercise the option afforded by this Section 9.E shall not constitute a waiver of any other provision of this Agreement, including all of the requirements of this Section 9, with respect to a proposed transferoption. (2) In the event an offer from a third party provides for payment of consideration other than cash or involves certain intangible benefits, Franchisor may elect to purchase the interest proposed to be sold for the reasonable equivalent in cash. If the parties cannot agree within a reasonable time on the reasonable equivalent in cash of the non-cash part of the offer, an independent appraiser, qualified by training and experience to appraise such non-cash consideration, shall be designated by Franchisor and Developer to determine such amount, and his determination shall be binding on the parties. If the parties cannot agree on an independent appraiser in a reasonable time, an independent appraiser shall be designated by each party and the two (2) independent appraisers so designated shall select a third independent appraiser. the determination of a reasonable equivalent in cash by a majority of the appraisers so chosen shall be binding. Franchisor and Franchisee shall each bear an equal share of the costs of the appraisal.

FRANCHISOR'S RIGHT OF FIRST REFUSAL. (1) Any Principal Owner or any Owner holding a twenty-five percent (25%) or more interest in Developer, or this Agreement, or a controlling interest if less than twenty-five percent (25%), who desires to accept any BONA FIDE In the event Master Franchisee receives an acceptable bona fide offer from a third party to purchase such the Master Franchise Business or any portion thereof or interest therein, Master Franchisee shall promptly notify give Franchisor in writing of each such offer and shall provide such information and documentation relating to the offer as Franchisor may require including, without limitation, written notice setting forth the name and address of the prospective purchaser, the price and terms of the offer and together with a master franchisee application completed by the prospective purchaser, a copy of the Purchase and Sale Agreement, executed by both Master Franchisee and purchaser, and all exhibits, copies of any letter of intent or real estate purchase agreement(s), proposed purchase contractsecurity agreements and related promissory notes, assignment documents, title insurance commitment and any other information that Franchisor may request in order to evaluate the offer. Franchisor shall then have the right prior option to purchase Master Franchisee’s interest covered by the offer at the price and optionupon the same terms of the offer. In the event the consideration, exercisable terms and/or conditions offered by a third party are such that Franchisor may not reasonably be required to furnish the same consideration, terms and/or conditions, then Franchisor may purchase the interest proposed to be sold for the reasonable equivalent in cash. If the parties cannot agree within thirty (30) days on the reasonable equivalent in cash of the consideration, terms and/or conditions offered by the third party, an independent appraiser shall be designated by Franchisor at Franchisor’s expense, and the appraiser’s determination shall be binding. Franchisor shall have twenty (30) business days after receipt of such written notification, Master Fxxxxxxxxx’s notice of offer and the furnishing of all reasonably requested information within which to send written notice notify Master Franchisee of its intent to accept or reject the seller that Franchisor intends to purchase the seller's interest offer on the same terms and conditions offered by the third party. In Silence on the event part of Franchisor shall constitute rejection. If Franchisor elects to purchase the seller's ’s interest, closing on such purchase must shall occur within sixty ninety (6090) days from the date of notice to the seller of the election to purchase by Franchisor. If Franchisor or such later date as may be provided in elects not to purchase the third party offer. Any seller’s interest, any material change thereafter in the terms of any the offer prior to closing from a third party shall constitute a new offer subject to the same rights of first refusal by Franchisor as in the case of an the third party’s initial offer. Failure of Franchisor to exercise the option afforded by this Section 9.E 17.5 shall not constitute a waiver of any other provision of this Agreement, including all of the requirements of this Section 917, with respect to a proposed transfer. (2) In . If the event an offer from a third party provides for payment proposed sale includes assets of consideration other than cash Master Franchisee not related to the operation of the Master Franchise Business or involves certain intangible benefitsCompany-Operated Wayback Burgers Restaurants, Franchisor may may, at its option, elect to purchase only the interest proposed assets related to be sold for the reasonable equivalent in cash. If the parties cannot agree within a reasonable time on the reasonable equivalent in cash operation of the nonMaster Franchise Business or Company-cash part Operated Wayback Burgers Restaurants, and an equitable purchase price shall be allocated to each asset included in the proposed sale. This right of first refusal shall apply to any transfer (including without limitation those described in Section 17.2 above), conveyance, assignment, consolidation, merger, or any other transaction in which legal or beneficial ownership of the rights granted by this Agreement are vested in other than the individual Master Franchisee and its current Owners. The election by Franchisor not to exercise its right of first refusal as to any offer shall not affect its right of first refusal as to any subsequent offer. Any sale, an independent appraiserattempted sale, qualified by training and experience to appraise such non-cash considerationassignment or other transfer of the rights granted hereunder or the Master Franchise Business, other than pursuant this Section 17.5, effected without first giving Franchisor the right of first refusal described above shall be designated by Franchisor void and Developer to determine such amount, of no force and his determination shall be binding on the parties. If the parties cannot agree on an independent appraiser in a reasonable time, an independent appraiser shall be designated by each party and the two (2) independent appraisers so designated shall select a third independent appraiser. the determination of a reasonable equivalent in cash by a majority of the appraisers so chosen shall be binding. Franchisor and Franchisee shall each bear an equal share of the costs of the appraisaleffect.

FRANCHISOR'S RIGHT OF FIRST REFUSAL. 1. Any party who holds an interest (1as reasonably determined by the Franchisor and not including the Franchisor's System, Proprietary Marks or other property of the Franchisor) Any Principal Owner in the Franchisee or any Owner holding a twenty-five percent (25%) or more interest in Developer, or this Agreement, or a controlling interest if less than twenty-five percent (25%), the Franchised Business and who desires to accept any BONA FIDE bona fide offer from a third party to purchase such his interest shall promptly notify the Franchisor in writing of each such offer and shall provide such information and documentation relating to the offer and, except as Franchisor may require including, without limitationotherwise provided herein, the name and address of the prospective purchaser, the terms of the offer and a copy of any letter of intent or proposed purchase contract. Franchisor shall have the right and option, exercisable for within thirty (30) days after receipt of such written notification, to send written notice to the seller that the Franchisor intends to purchase the seller's interest on the same terms and conditions offered by the third party. In the event Franchisor elects to purchase the seller's interest, closing on such purchase must occur within sixty (60) days from the date of notice to the seller of the election to purchase by Franchisor or such later date as may be provided in the third party offer. Any material change in the terms of any offer prior to closing shall constitute a new offer subject to the same rights right of first refusal by the Franchisor as in the case of an initial offer. In the event that the Franchisor elects to purchase the seller's interest, closing on such purchase must occur by the later of (i) the closing date specified in the third party offer; or (ii) within sixty (60) days from the date of notice to the seller of the Franchisor's election to purchase. Failure of the Franchisor to exercise the option afforded by this Section 9.E XII.E. shall not constitute a waiver of any other provision of this Agreement, including all of the requirements of this Section 9XII, with respect to a proposed transfer. (2) . In the event an offer from the consideration, terms and/or conditions offered by a third party provides for payment of consideration other than cash or involves certain intangible benefits, are such that the Franchisor may elect not reasonably be required to furnish the same consideration, terms and/or conditions, then the Franchisor may purchase the interest Franchised Business proposed to be sold for the reasonable equivalent in cash. If the parties cannot agree agree, within a reasonable time time, on the reasonable equivalent in cash of the non-cash part of the offerconsideration, terms and/or conditions offered by a third party, an independent appraiser, qualified by training and experience to appraise such non-cash consideration, appraiser shall be designated by Franchisor and Developer to determine such amountdesignated, and his determination shall be binding on the parties. If the parties cannot agree on an independent appraiser in a reasonable time, an independent appraiser shall be designated by each party final and the two (2) independent appraisers so designated shall select a third independent appraiser. the determination of a reasonable equivalent in cash by a majority of the appraisers so chosen shall be binding. Franchisor and Franchisee shall each bear an equal share of the costs of the appraisal.

FRANCHISOR'S RIGHT OF FIRST REFUSAL. If Master Franchisee or an Owner shall at any time determine to sell or transfer a Controlling Interest in this Agreement, substantially all the assets of Master Franchisee, the Franchise Agreements or a Controlling Interest in the Master Franchisee or one of its Owners, Master Franchisee will, and will ensure that its Owners will, obtain a bona fide, executed written offer and xxxxxxx money deposit (1) Any Principal Owner or any Owner holding a twenty-in the amount of five percent (255%) or more interest in Developerof the offering price) from a qualified, or responsible and fully disclosed purchaser and a true and complete copy of the offer (and any proposed ancillary agreements) shall immediately be submitted to Franchisor. The offer must apply only to this Agreement, the assets of Master Franchisee, the Franchise Agreements or a controlling interest if less than twenty-five percent (25%), who desires to accept any BONA FIDE offer from a third party to Controlling Interest in Master Franchisee or such Owner and may not include the purchase such interest shall promptly notify Franchisor in writing of each such offer and shall provide such information and documentation relating to the offer as Franchisor may require including, without limitation, the name and address of the prospective purchaser, the terms of the offer and a copy of any letter of intent other property or proposed purchase contractrights. Franchisor shall have the right and optionright, exercisable by written notice delivered to Master Franchisee or Owners within thirty (30) days from the date of delivery of an exact copy of such offer to Franchisor, to purchase such interests for the price and on the terms and conditions contained in such offer, provided that Franchisor may substitute cash or marketable securities of equal value for any form of payment proposed in such offer. Franchisor’s credit shall be deemed equal to the credit of any proposed purchaser. Franchisor shall have not less than ninety (90) days to prepare for closing. If Franchisor does not exercise its right of first refusal, Master Franchisee or Owners may complete the sale to such purchaser pursuant to and on the exact terms of such offer, subject to Franchisor’s approval of the transfer as otherwise provided in Section 12, provided that if the sale to such purchaser is not completed within one hundred twenty (120) days after delivery of such offer to Franchisor, or there is a material change in the terms of the sale, Franchisor shall have an additional right of first refusal for thirty (30) days after receipt of such written notification, to send written notice to the seller that Franchisor intends to purchase the seller's interest on the same terms and conditions offered by the third party. In the event Franchisor elects to purchase the seller's interest, closing on such purchase must occur within sixty (60) days from the date of notice applicable to the seller initial right of first refusal, except that Franchisor shall have the option, exercisable in its sole discretion, to substitute any of the election to modified terms of purchase by Franchisor or such later date as may be provided for those contained in the third party original offer. Any material change in the terms of any offer prior to closing shall constitute a new offer subject to the same rights of first refusal by Franchisor as in the case of an initial offer. Failure of Franchisor to exercise the option afforded by this Section 9.E shall not constitute a waiver of any other provision of this Agreement, including all of the requirements of this Section 9, with respect to a proposed transfer. (2) In the event an offer from a third party provides for payment of consideration other than cash or involves certain intangible benefits, Franchisor may elect to purchase the interest proposed to be sold for the reasonable equivalent in cash. If the parties cannot agree within a reasonable time on the reasonable equivalent in cash of the non-cash part of the offer, an independent appraiser, qualified by training and experience to appraise such non-cash consideration, shall be designated by Franchisor and Developer to determine such amount, and his determination shall be binding on the parties. If the parties cannot agree on an independent appraiser in a reasonable time, an independent appraiser shall be designated by each party and the two (2) independent appraisers so designated shall select a third independent appraiser. the determination of a reasonable equivalent in cash by a majority of the appraisers so chosen shall be binding. Franchisor and Franchisee shall each bear an equal share of the costs of the appraisal.

FRANCHISOR'S RIGHT OF FIRST REFUSAL. (1) Any Principal Owner If Developer or any Owner holding of its Owners shall at any time determine to sell an interest in this Agreement, all or substantially all of the assets of Developer, or an Ownership Interest in Developer, Developer or its Owner(s) shall obtain a twentybona fide, arm's-length, executed purchase agreement (and any ancillary agreements) in complete and definitive form, not subject to any financing contingency or other material, substantive contingency (other than Franchisor's consent and waiver of its right of first refusal as described herein), and an xxxxxxx money deposit (in the amount of five percent (255%) or more interest in of the purchase price) from a qualified, responsible, bona fide and fully disclosed purchaser. A true and complete copy of such purchase agreement and any proposed ancillary agreements shall immediately be submitted to Franchisor by Developer, such Owner(s) or both. The purchase agreement (1) must apply only to an interest which is permitted to be transferred under this Agreement, (2) may not include the purchase of any other property or a controlling interest if less than twenty-five percent rights of Developer (25%or such Owner(s)), who desires and (3) must not provide for any additional payments to accept be made, or any BONA FIDE offer from a third party increase in the amounts payable, in the event Franchisor exercises its right of first refusal hereunder. The price and terms of purchase offered to Developer (or such Owner(s)) in the purchase such interest agreement for the aforementioned interests shall promptly notify Franchisor in writing of each such offer reflect the bona fide price offered therefor and shall provide such information and documentation relating to the offer as Franchisor may require including, without limitation, the name and address of the prospective purchaser, the terms of the offer and a copy of not reflect any letter of intent value for any other property or proposed purchase contractrights. Franchisor shall have the right and optionright, exercisable by written notice delivered to Developer or such Owner(s) within thirty (30) days from the date of receipt by Franchisor of an exact copy of such purchase agreement, together with payment of any applicable transfer fee and a completed and executed application for Franchisor's consent to transfer such interest, to purchase such interest for the price and on the terms and conditions contained in such purchase agreement, provided that: (i) Franchisor may substitute cash, a cash equivalent, or marketable securities of equivalent value for any form of payment proposed in such purchase agreement; (ii) Franchisor's credit shall be deemed equal to the credit of any proposed purchaser; and (iii) Franchisor shall have not less than ninety (90) days to prepare for closing, subject to extension at Franchisor's option to enable Franchisor, Developer or any other Person to obtain any necessary consent of a third party, including obtaining any necessary permits and licenses. Regardless of whether included in the purchase agreement, Franchisor shall be entitled to all customary representations, warranties and indemnities given by the seller of a business, including indemnities for all actions, events and conditions that existed or occurred prior to the closing in connection with Developer's business or the assets or Ownership Interests being purchased and representations and warranties as to: (1) ownership, condition and title to the Ownership Interests and/or assets being purchased; (2) absence of liens and encumbrances relating to such Ownership Interests and/or assets; (3) validity of contracts; and (4) liabilities, contingent or otherwise, of any legal entity whose Ownership Interests or assets are purchased. At the closing, the seller shall provide to the purchaser good, valid, marketable, and indefeasible title (or equivalent rights) to all tangible and intangible property transferred, free and clear of any mortgage, claim, lien, or encumbrance, with all sales and other transfer taxes paid by Developer. Local custom shall be followed as to formalities of any transfer documentation, closing costs, and closing logistics. If Franchisor exercises its right of first refusal, Developer and/or such selling Owner(s) (and members of their respective Immediate Families), as applicable, shall be bound by the restrictions in Section 12.D. below for a period of eighteen (18) months commencing on the effective date of the transfer or the date upon which all Persons bound by such restrictions begin to comply fully with such restrictions, whichever is later. If Franchisor does not exercise its right of first refusal, Developer or such Owner(s) may complete the sale to such purchaser pursuant to and on the exact terms of such purchase agreement, subject to Franchisor's approval of the transfer, as provided for in this Agreement. However, if the sale to such purchaser is not completed within thirty (30) days after Franchisor's approval of the transfer, or if there is a change in the terms of the sale (of which Developer shall promptly notify Franchisor), Franchisor shall have an additional right of first refusal for thirty (30) days after receipt of such written notification, to send written notice to the seller that Franchisor intends to purchase the seller's interest as set forth herein on the same modified or initial terms and conditions offered by the third party. In the event Franchisor elects to purchase the sellerof sale, at Franchisor's interest, closing on such purchase must occur within sixty (60) days from the date of notice to the seller of the election to purchase by Franchisor or such later date as may be provided in the third party offer. Any material change in the terms of any offer prior to closing shall constitute a new offer subject to the same rights of first refusal by Franchisor as in the case of an initial offer. Failure of Franchisor to exercise the option afforded by this Section 9.E shall not constitute a waiver of any other provision of this Agreement, including all of the requirements of this Section 9, with respect to a proposed transferoption. (2) In the event an offer from a third party provides for payment of consideration other than cash or involves certain intangible benefits, Franchisor may elect to purchase the interest proposed to be sold for the reasonable equivalent in cash. If the parties cannot agree within a reasonable time on the reasonable equivalent in cash of the non-cash part of the offer, an independent appraiser, qualified by training and experience to appraise such non-cash consideration, shall be designated by Franchisor and Developer to determine such amount, and his determination shall be binding on the parties. If the parties cannot agree on an independent appraiser in a reasonable time, an independent appraiser shall be designated by each party and the two (2) independent appraisers so designated shall select a third independent appraiser. the determination of a reasonable equivalent in cash by a majority of the appraisers so chosen shall be binding. Franchisor and Franchisee shall each bear an equal share of the costs of the appraisal.