Common use of Licensor’s Right of First Refusal Clause in Contracts

Licensor’s Right of First Refusal. If Licensee or an Owner proposes to Transfer this Agreement or its interest herein or in the Center, in whole or in part, Licensee must first deliver a statement to Licensor offering to sell to Licensor the Licensee’s or Owner’s interest in this Agreement and the land, building, equipment, furniture and fixtures and any other assets or leasehold interests used in the operation of the business. If the proposed Transfer involves an offer from a third party, then Licensee must obtain from the third-party offeror and deliver to Licensor a statement, in writing, signed by the offeror and by Licensee, of the binding terms of the offer. If the Transfer does not involve an offer from a third party, then the purchase price for Licensor’s purchase of assets described above will be the fair market value of the assets but shall not include the value of any goodwill of the business, as the goodwill of the business is attributable to the Marks and the System. If Licensee disagrees with the value of the Center as determined by Licensor, then Licensee and Licensor shall each hire an appraiser (or a single appraiser, if they so agree) to value the assets. If the appraisals are within twenty percent (20%) of each other, then the difference between the two shall be equally divided to establish the price at which Licensor may exercise its first right and option. If the difference between the appraisals is greater than twenty percent (20%), then the issue of the fair market value of such consideration shall be determined by a third appraiser selected by the other two appraisers and whose decisions shall be final, except that it may not be lower or higher than the lowest appraisal and highest appraisal, respectively, determined by the first two appraisers. Licensor and Licensee will each pay one-half of the appraiser’s fees and expenses. Licensor then has forty-five (45) days from its receipt of the statement setting forth the third-party offer or the appraiser’s report, as applicable (and all other information requested by Licensor) to accept the offer by delivering written notice of acceptance to Licensee. Licensor will have an additional forty-five (45) days to complete the purchase if Licensor elects to exercise its right of first refusal. Licensor’s acceptance of any right of first refusal will be on the same price and terms set forth in the statement delivered to Licensor; provided, however (and regardless of whether the following are inconsistent with the price and terms set forth in the statement) (1) Licensor has the right to substitute equivalent cash for any noncash consideration included in the offer, (2) Licensor will prepare the transaction documents for the Transfer, which will be on terms customary for this type of transaction (including representations and warranties, covenants, conditions, and indemnification), and (3) Licensor’s purchase may be limited to any assets related to the business. If Licensor decides not to exercise its right of refusal, Licensor shall have the right to approve or disapprove the proposed transfer; provided, however, Licensor’s consent shall not be unreasonably withheld as provided in Section 13(d). If Licensor approves the transfer in writing, Licensee (or Owner, as applicable) may make the proposed transfer on the exact terms and conditions specified in Licensee’s notice to Licensor within sixty (60) days after the expiration of Licensor’s right of first refusal. If the transfer is not consummated within such 60-day period, Licensee may not thereafter transfer such interest without again complying with this Section 13.

Licensor’s Right of First Refusal. If Licensee MASTER LICENSEE or an Owner proposes to Transfer this Agreement or any of its interest herein or in the Center, in whole or in part, Licensee must first deliver a statement to Licensor offering Owners at any time determines to sell to Licensor the Licensee’s or Owner’s transfer an interest in this Agreement (or any right granted by this Agreement), any ownership or other interest in MASTER LICENSEE (including, but not limited to, the right to receive all or any part of MASTER LICENSEE's profits or losses), all or substantially all of MASTER LICENSEE's assets, or the interest of MASTER LICENSEE in or to any Sublicense Agreement in a transaction that otherwise would be allowed under Section 13.B. above, MASTER LICENSEE CARIBOU MLA XX XXXXX (2004) or its Owners, as applicable, agree to obtain from a responsible and fully disclosed buyer, and send LICENSOR, a true and complete copy of a bona fide, executed written offer (which may include a letter of intent) relating exclusively to this Agreement, the landassets of MASTER LICENSEE, buildingthe Sublicense Agreement(s), equipment, furniture and fixtures and or an ownership or other interest in MASTER LICENSEE. The offer may not include the purchase of any other assets property or leasehold interests used in the operation rights. The offer must include details of the business. If the proposed Transfer involves an offer from a third party, then Licensee must obtain from the third-party offeror and deliver to Licensor a statement, in writing, signed by the offeror and by Licensee, of the binding payment terms of the proposed sale and the sources and terms of any financing for the proposed purchase price. To be a valid, bona fide offer. If , the Transfer does not involve an offer from a third party, then the proposed purchase price for Licensor’s purchase of assets described above will must be in a U.S. dollar amount, and the fair market value proposed buyer must submit with its offer an xxxxxxx money deposit equal to five percent (5%) or more of the assets but shall offering price. The right of first refusal process will not include the value be triggered by a proposed transfer that would not be allowed under Section 13.B. above. LICENSOR may require MASTER LICENSEE (or its Owners) to send LICENSOR copies of any goodwill of the business, as the goodwill of the business is attributable materials or information sent to the Marks and proposed buyer or transferee regarding the Systempossible transaction. If Licensee disagrees with LICENSOR or its designee shall have the value of right, exercisable by written notice delivered to MASTER LICENSEE or the Center as determined by Licensor, then Licensee and Licensor shall each hire an appraiser (or a single appraiser, if they so agree) to value the assets. If the appraisals are Owner within twenty percent (20%) of each other, then the difference between the two shall be equally divided to establish the price at which Licensor may exercise its first right and option. If the difference between the appraisals is greater than twenty percent (20%), then the issue of the fair market value of such consideration shall be determined by a third appraiser selected by the other two appraisers and whose decisions shall be final, except that it may not be lower or higher than the lowest appraisal and highest appraisal, respectively, determined by the first two appraisers. Licensor and Licensee will each pay one-half of the appraiser’s fees and expenses. Licensor then has forty-five (45) days from its receipt after the date MASTER LICENSEE delivers to LICENSOR an exact copy of the statement setting forth the third-party such offer and such other information that LICENSOR reasonably requests, to notify MASTER LICENSEE or the appraiser’s reportOwner of its intent to purchase such interest for the price and on the terms and conditions contained in such offer, as applicable (and all other information requested by Licensor) provided that LICENSOR may substitute cash for any form of payment proposed in such offer. LICENSOR's credit shall be deemed to accept be equal to the offer by delivering written notice credit of acceptance to Licenseeany proposed purchaser. Licensor will LICENSOR shall have an additional fortynot less than seventy-five (4575) days following its notice to complete the purchase if Licensor elects to prepare for closing. If LICENSOR does not exercise its right of first refusal, MASTER LICENSEE or the Owner may complete the sale to the proposed purchaser pursuant to and on the exact terms of the original offer, subject to LICENSOR's approval of the transfer as provided in this Section. Licensor’s acceptance of any This means that, even if LICENSOR does not exercise its right of first refusal will be on the same price and terms set forth in the statement delivered to Licensor; provided, however (and regardless of whether the following are inconsistent with the price and terms set forth in the statement) (1) Licensor has the right to substitute equivalent cash for any noncash consideration included in the offer, (2) Licensor will prepare the transaction documents for the Transfer, which will be on terms customary for this type of transaction (including representations and warranties, covenants, conditions, and indemnificationor not it is properly triggered as provided above), and (3) Licensor’s purchase may be limited to any assets related to the business. If Licensor decides not to exercise its right of refusal, Licensor shall have the right to approve or disapprove the proposed transfer; provided, however, Licensor’s consent shall not be unreasonably withheld as provided in Section 13(d). If Licensor approves the transfer in writing, Licensee (or Owner, as applicable) may make if the proposed transfer otherwise would not be allowed under Section 13.B. above, MASTER LICENSEE or its Owners may not move forward with the transfer at all. If the sale to the proposed purchaser is not completed within two hundred (200) days after delivery of the offer to LICENSOR, or there is a material change in the terms of the sale (which MASTER LICENSEE must tell LICENSOR immediately), LICENSOR shall have an additional right of first refusal for thirty (30) days on the exact terms and conditions specified in Licensee’s notice applicable to Licensor within sixty (60) days after the expiration of Licensor’s initial right of first refusal. If , except that LICENSOR shall have the transfer is not consummated within such 60-day period, Licensee may not thereafter transfer such interest without again complying with this Section 13option to substitute any of the modified terms of purchase for those contained in the original offer.

Licensor’s Right of First Refusal. (a) If the Licensee or any Person or entity with an Owner proposes to Transfer this Agreement or its interest herein or in the Center, in whole Licensee has received and desires to accept any bona fide offer to purchase all or in part, Licensee must first deliver a statement to Licensor offering to sell to Licensor any part of the Licensee’s or Owner’s interest in this Agreement or in the Licensee and the landtransfer of such interest would (1) result in a change of Control of the Licensee or of this Agreement or (2) constitute a transfer of interest held by a Controlling Person of the Licensee or of this Agreement, buildingthe Licensee or such Person shall notify the Licensor in writing of each such offer, equipmentwith such notice including the name and address of the proposed purchaser, furniture the amount and fixtures terms of the proposed purchase price, a copy of the proposed purchase contract (signed by the parties, but expressly subject to the Licensor’s right of first refusal), and all other terms and conditions of such offer. The Licensor shall have the right and option, exercisable within 20 days after the Licensor’s receipt of such written notification, to send written notice to the Licensee or such Person or entity that the Licensor or its designee intends to purchase the interest which is proposed to be transferred on the same terms and conditions offered by the third party. Any material change in the terms of an offer prior to closing shall cause it to be deemed a new offer, subject to the same right of first refusal by the Licensor or its designee as in the initial offer. The Licensor’s failure to exercise such option shall not constitute a waiver of any other provision of this Agreement, including any of the requirements of this section with respect to the proposed transfer. Silence on the part of the Licensor shall constitute rejection. If the proposed sale includes assets or leasehold interests used in of the Licensee not related to the operation of the businessNon-Traditional Sonic, the Licensor may purchase not only the assets related to the operation of the Non-Traditional Sonic, but may also purchase the other assets. If An equitable purchase price shall be allocated to each asset included in the proposed Transfer involves an offer from a third party, then Licensee must obtain from the third-party offeror and deliver to Licensor a statement, in writing, signed sale. (b) The election by the offeror and by Licensee, of the binding terms of the offer. If the Transfer does Licensor not involve an offer from a third party, then the purchase price for Licensor’s purchase of assets described above will be the fair market value of the assets but shall not include the value of any goodwill of the business, as the goodwill of the business is attributable to the Marks and the System. If Licensee disagrees with the value of the Center as determined by Licensor, then Licensee and Licensor shall each hire an appraiser (or a single appraiser, if they so agree) to value the assets. If the appraisals are within twenty percent (20%) of each other, then the difference between the two shall be equally divided to establish the price at which Licensor may exercise its first right and option. If the difference between the appraisals is greater than twenty percent (20%), then the issue of the fair market value of such consideration shall be determined by a third appraiser selected by the other two appraisers and whose decisions shall be final, except that it may not be lower or higher than the lowest appraisal and highest appraisal, respectively, determined by the first two appraisers. Licensor and Licensee will each pay one-half of the appraiser’s fees and expenses. Licensor then has forty-five (45) days from its receipt of the statement setting forth the third-party offer or the appraiser’s report, as applicable (and all other information requested by Licensor) to accept the offer by delivering written notice of acceptance to Licensee. Licensor will have an additional forty-five (45) days to complete the purchase if Licensor elects to exercise its right of first refusal. Licensor’s acceptance of refusal as to any offer shall not affect its right of first refusal will be on as to any subsequent offer. (c) Any sale or attempted sale effected without first giving the same price and terms set forth in the statement delivered to Licensor; provided, however (and regardless of whether the following are inconsistent with the price and terms set forth in the statement) (1) Licensor has the right of first refusal described above shall be void and of no force and effect. (d) If the Licensor does not accept the offer to substitute equivalent cash for any noncash consideration included in purchase the offerNon-Traditional Sonic, (2) Licensor will prepare the transaction documents for Licensee may conclude the Transfer, which will be on terms customary for this type of transaction (including representations and warranties, covenants, conditions, and indemnification), and (3) Licensor’s purchase may be limited to any assets related sale to the business. If Licensor decides not purchaser who made the offer so long as the terms and conditions of such sale are identical to exercise its right of refusal, Licensor shall have those originally offered to the right to approve or disapprove the proposed transferLicensor; provided, however, that the Licensor’s approval of the assignee be first obtained, which consent shall not be unreasonably withheld as provided in upon compliance with the conditions on assignment imposed by this agreement. (e) The provisions of this Section 13(d13.05 shall not apply to any proposed transfers to members of the Licensee’s immediate family. For the purposes of this Section 13.05, a member of the Licensee’s immediate family shall mean the Licensee’s spouse and children (by birth or adoption). If Licensor approves In addition, the provisions of this Section 13.05 shall not apply to any proposed transfers to Persons who already own an interest (directly or indirectly) in this Agreement or the Licensee as long as the transfer will not result in writing, Licensee (a change in Control of this Agreement or Owner, as applicable) may make the proposed transfer on the exact terms and conditions specified in Licensee’s notice to Licensor within sixty (60) days after the expiration of Licensor’s right of first refusal. If the transfer is not consummated within such 60-day period, Licensee may not thereafter transfer such interest without again complying with this Section 13.

Licensor’s Right of First Refusal. (a) If Licensee or any Person or entity with an Owner proposes interest in Licensee has received and desires to Transfer this Agreement accept any bona fide offer to purchase all or its interest herein or in the Center, in whole or in part, Licensee must first deliver a statement to Licensor offering to sell to Licensor the any part of Licensee’s or Owner’s 's interest in this Agreement agreement or in Licensee and the landtransfer of such interest would: (1) result in a change of Control of Licensee of this agreement or (2) constitute a transfer of interest held by a Controlling Person of Licensee or of the License, buildingLicensee or such Person shall notify Licensor in writing of each such offer, equipmentwith such notice including the name and address of the proposed purchaser, furniture the amount and fixtures terms of the proposed purchase price, a copy of the proposed purchase contract (signed by the parties, but expressly subject to the Licensor's right of first refusal), and all other terms and conditions of such offer. Licensor shall have the right and option, exercisable within twenty (20) days after Licensor's receipt of such written notification, to send written notice to Licensee or such Person or entity that Licensor or its designee intends to purchase the interest which is proposed to be transferred on the same terms and conditions offered by the third party. Any material change in the terms of an offer prior to closing shall cause it to be deemed a new offer, subject to the same right of first refusal by Licensor or its designee as in the initial offer. Licensor's failure to exercise such option shall not constitute a waiver of any other assets or leasehold interests used in the operation provision of this agreement, including any of the businessrequirements of this Section with respect to the proposed transfer. Silence on the part of Licensor shall constitute rejection. If the proposed Transfer involves an offer from sale includes assets of Licensee not related to the operation of a third partylicensed Sonic drive-in restaurant, then Licensee must obtain from Licensor may purchase not only the thirdassets related to the operation of a licensed Sonic drive-party offeror and deliver to Licensor a statementin restaurant, in writing, signed by but may also purchase the offeror and by Licensee, of the binding terms of the offerother assets. If the Transfer does not involve an offer from a third party, then the An equitable purchase price for Licensor’s purchase of assets described above will be the fair market value of the assets but shall not include the value of any goodwill of the business, as the goodwill of the business is attributable to the Marks and the System. If Licensee disagrees with the value of the Center as determined by Licensor, then Licensee and Licensor shall each hire an appraiser (or a single appraiser, if they so agree) to value the assets. If the appraisals are within twenty percent (20%) of each other, then the difference between the two shall be equally divided allocated to establish each asset included in the price at which proposed sale. (b) The election by Licensor may exercise its first right and option. If the difference between the appraisals is greater than twenty percent (20%), then the issue of the fair market value of such consideration shall be determined by a third appraiser selected by the other two appraisers and whose decisions shall be final, except that it may not be lower or higher than the lowest appraisal and highest appraisal, respectively, determined by the first two appraisers. Licensor and Licensee will each pay one-half of the appraiser’s fees and expenses. Licensor then has forty-five (45) days from its receipt of the statement setting forth the third-party offer or the appraiser’s report, as applicable (and all other information requested by Licensor) to accept the offer by delivering written notice of acceptance to Licensee. Licensor will have an additional forty-five (45) days to complete the purchase if Licensor elects to exercise its right of first refusal. Licensor’s acceptance of refusal as to any offer shall not affect its right of first refusal will as to any subsequent offer. (c) Any sale or attempted sale effected without first giving Licensor the right of first refusal described above shall be on void and of no force and effect. (d) If Licensor does not accept the same price offer to purchase the Sonic Restaurant, Licensee may conclude the sale to the purchaser who made the offer so long as the terms and terms set forth in the statement delivered conditions of such sale are identical to those originally offered to Licensor; provided, however (and regardless however, that Licensor's approval of whether the following are inconsistent with the price and terms set forth in the statement) (1) Licensor has the right to substitute equivalent cash for any noncash consideration included in the offer, (2) Licensor will prepare the transaction documents for the Transferassignee be first obtained, which will be on terms customary for this type of transaction (including representations and warranties, covenants, conditions, and indemnification), and (3) Licensor’s purchase may be limited to any assets related to the business. If Licensor decides not to exercise its right of refusal, Licensor shall have the right to approve or disapprove the proposed transfer; provided, however, Licensor’s consent shall not be unreasonably withheld as provided in upon compliance with the conditions on assignment imposed by this agreement. (e) The provisions of this Section 13(d13.05 shall not apply to any proposed transfers to members of the Licensee's immediate family. For the purposes of this Section 13.05, a member of the Licensee's immediate family shall mean the Licensee's spouse and children (by birth or adoption). If Licensor approves In addition, the provisions of this Section 13.05 shall not apply to any proposed transfers to Person who already own an interest (directly or indirectly) in this Agreement or the License as long as the transfer will not result in writing, a change in Control of the Licensee (or Owner, as applicable) may make the proposed transfer on the exact terms and conditions specified in Licensee’s notice to Licensor within sixty (60) days after the expiration of Licensor’s right of first refusal. If the transfer is not consummated within such 60-day period, Licensee may not thereafter transfer such interest without again complying with this Section 13License.