NON-AFFILIATE FRANCHISEES; CONTINUING AFFILIATES Sample Clauses

NON-AFFILIATE FRANCHISEES; CONTINUING AFFILIATES. If Master Licensee ------------------------------------------------ terminates this Agreement as provided in Paragraph 15.2, any Area Agreement or Franchise Agreement existing with Franchisees or Area Franchisees other than Affiliates, and Franchise Agreements with Affiliates that Master Licensee elects to continue in effect as provided in clause (a) of this Paragraph 16.10, shall be automatically assumed by Company or its nominee, as the franchiser under such Area Agreements and Franchise Agreements. If any non- Affiliate Franchisee or Area Franchisee does not approve of Company's nominee to assume Master Licensee's obligations under such Franchise Agreements, it may elect to terminate its Agreement by written notice to Company delivered within thirty (30) days after the termination date of this Agreement. Non-Affiliate Franchisees or Area Franchisees shall not have the option to terminate or reject Company as the new franchisor. Any refunds owing to Franchisees or Area Franchisees from Master Licensee at the date of early termination of this Agreement shall remain the obligation of Master Licensee. Company or its assignee will hold Master Licensee harmless and indemnify Master Licensee for all costs and expenses incurred by Master Licensee in response to any claim by a Franchisee that is not an Affiliate of Master Licensee arising solely from the failure or default by Company or its assignee to perform its obligations under a continuing Franchise Agreement where such failure or default occurs after Company or its nominee assumes the Franchise Agreements.
Sample 1
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NON-AFFILIATE FRANCHISEES; CONTINUING AFFILIATES. If Master Licensee ------------------------------------------------ terminates this Agreement as provided in Paragraphs 2.3(b) or 15.2, any Area Agreement or Franchise Agreement existing with Franchisees or Area Franchisees other than Affiliates, and Franchise Agreements with Affiliates that Master Licensee elects to continue in effect as provided in clause (a) of this Paragraph 16.10, shall be automatically assumed by Company or its nominee, as the franchisor under such Area Agreements and Franchise Agreements. If any non-Affiliate Franchisee or Area Franchisee does not approve of Company's nominee to assume Master Licensee's obligations under such Franchise Agreements, it may elect to terminate its Agreement by written notice to Company delivered within thirty (30) days after the termination date of this Agreement. Non-Affiliate Franchisees or Area Franchisees shall not have the option to terminate or reject Company as the new franchisor. Any refunds owing to Franchisees or Area Franchisees from Master Licensee at the date of early termination of this Agreement shall remain the obligation of Master Licensee.
Sample 1

Related to NON-AFFILIATE FRANCHISEES; CONTINUING AFFILIATES

  • Termination of Affiliate Agreements At or prior to the Closing Date, except as set forth on Schedule 5.07, unless otherwise directed in writing by Parent or provided elsewhere herein, the Company shall terminate, or cause termination of, all Affiliate Agreements, and all amounts due and payable thereunder and any and all future obligations owing thereunder shall be cancelled, in each case with no further Liabilities surviving the Closing.

  • Termination of Affiliate Contracts The Company shall cause all Affiliate Contracts set forth on Section 6.17 of the Company Disclosure Letter to be terminated on or prior to the Closing.

  • Agreement of Affiliates FCBS has disclosed in Section 0.9 of the FCBS Disclosure Memorandum each Person whom it reasonably believes is an "affiliate" of FCBS for purposes of Rule 145 under the 1933 Act. FCBS shall use its reasonable efforts to cause each such Person to deliver to Regions not later than 30 days prior to the Effective Time a written agreement, substantially in the form of Exhibit 3 to this Agreement0"0, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of FCBS Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of Regions Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least 30 days of combined operations of Regions and FCBS have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, except that transfers may be made in compliance with Staff Accounting Bulletin No. 76 issued by the SEC. Except that transfers may be made in compliance with Staff Accounting Bulletin No. 76 issued by the SEC, shares of Regions Common Stock issued to such affiliates of FCBS in exchange for shares of FCBS Common Stock shall not be transferable until such time as financial results covering at least 30 days of combined operations of Regions and FCBS have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.9 (and Regions shall be entitled to place restrictive legends upon certificates for shares of Regions Common Stock issued to affiliates of FCBS pursuant to this Agreement to enforce the provisions of this Section 8.9). Regions shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Regions Common Stock by such affiliates.

  • Affiliate Letter On or prior to the date of the Company Stockholders Meeting, the Company will deliver to Parent a letter (the “Company Affiliate Letter”) identifying all persons who are “affiliates” of the Company for purposes of Rule 145 under the Securities Act (“Rule 145”). On or prior to the Closing Date, the Company will use all reasonable efforts to cause each person identified as an “affiliate” in the Company Affiliate Letter to deliver a written agreement, in form and substance reasonably acceptable to Parent, in connection with restrictions on affiliates under Rule 145.

  • Affiliate Arrangements Except as set forth on Schedule II attached hereto, neither such Sponsor nor any anyone related by blood, marriage or adoption to such Sponsor or, to the knowledge of such Sponsor, any Person in which such Sponsor has a direct or indirect legal, contractual or beneficial ownership of 5% or greater is party to, or has any rights with respect to or arising from, any Contract with Acquiror or its Subsidiaries.

  • Continuing Covenant Not to Compete or Interfere with Relationships Regardless of anything herein to the contrary, following a termination by the Bank or Executive pursuant to Section 10(e) or 10(f):

  • Affiliate Letters Each Shareholder agrees to execute an affiliate agreement, as soon as practicable after the date hereof, in substantially the form attached as Exhibit 7.10 to the Merger Agreement.

  • Right of the Company and Subsidiaries to Terminate Services Nothing in this Agreement confers upon you the right to continue in the employ of or performing services for the Company or any Subsidiary, or interfere in any way with the rights of the Company or any Subsidiary to terminate your employment or service relationship at any time.

  • Affiliate Agreement As of the Effective Date, the Borrower has heretofore delivered (to the extent not otherwise publicly filed with the SEC) to each of the Lenders true and complete copies of the Affiliate Agreement as in effect as of the Effective Date (including any amendments, supplements or waivers executed and delivered thereunder and any schedules and exhibits thereto). As of the Effective Date, the Affiliate Agreement is in full force and effect.

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