Obligations Upon Termination or Expiration. Upon the expiration or termination of this Agreement, for any reason, Licensee shall: (a) promptly return to Licensor all material furnished by Licensor containing proprietary or confidential information, operating instructions, business practices, or methods or procedures, including, without limitation, the Operations Manual; (b) discontinue all use of the Marks, including at the Licensee Site, and the use of any and all signs, products, paper goods and other items bearing the Marks. Any signs containing the Marks that Licensee is unable to remove within one (1) day of the termination or expiration of this Agreement shall be completely covered by Licensee until the time of their removal, which shall be in any event within ten (10) days following the expiration or termination of this Agreement; (c) if Licensee retains possession of the Licensee Site, at Licensee’s expense, make such reasonable modifications to the exterior and interior décor of the Restaurant and the Licensee Site as Licensor reasonably requires to eliminate its identification as a Bad Daddy’s Restaurant. If Licensee fails to modify the exterior and interior décor of the Restaurant and the Licensee Site as Licensor reasonably requires to eliminate its identification as a Bad Daddy’s Restaurant, Licensor may take such action to modify the exterior and interior décor of the Restaurant and the Licensee Site and charge Licensee for the cost of such action. Licensee shall immediately pay Licensor for the cost of any action taken by Licensor to modify the exterior and interior décor of the Restaurant and the Licensee Site; (d) refrain from operating or doing business under any name or in any manner that may give the general public the impression that this Agreement is still in force or that Licensee is connected in any way with Licensor or that Licensee has the right to use the Bad Daddy’s System or the Marks; 22 0000000x0 (e) refrain from making use of or availing itself to any of the proprietary or confidential information, Operations Manual or other information received from Licensor or disclosing or revealing any of the same in violation of this Agreement; (f) take such action as may be required to cancel all assumed names or equivalent registrations relating to the use of any Xxxx; (g) assign to Licensor or its designee all of Licensee’s rights, title, and interest in and to the telephone numbers, telephone directory listings and advertisements, website URLs (whether acquired by Licensee in accordance with or in violation of Section 14.2 hereof), e-mail addresses, store leases and governmental licenses or permits used for the operation of the Restaurant; and (h) strictly comply with any other procedures in the Operations Manual that are established by Licensor related to discontinuing operations of the Restaurant.
Appears in 1 contract
Obligations Upon Termination or Expiration. Upon the termination or expiration or termination of this Agreement, for any reasonall rights granted hereunder to Licensee shall terminate and revert to Licensor, and Licensee shallshall have the following obligations with respect to the Center licensed under this Agreement:
(a) promptly Licensee shall immediately cease to operate the business licensed under this Agreement, and shall not thereafter, directly or indirectly, represent to the public or hold itself out as a LITTLE DOODLES PLAY CAFÉ Licensee with respect to such business;
(b) Licensee shall immediately and permanently cease to use, in any manner whatsoever, all trade secrets, Confidential Information, methods, procedures and techniques used by or associated with the System, and the Marks and distinctive forms, slogans, signs, symbols, logos and devices associated with the LITTLE DOODLES PLAY CAFÉ brand or System;
(c) Licensee shall immediately return to Licensor any property held or used by Licensee which is owned by Licensor, including the Customer Lists, and shall cease to use, and either destroy or convey to Licensor, all material furnished signs, advertising materials, displays, stationery, forms, and any other materials that bear or display the Marks. Licensee shall deliver to Licensor all login credentials associated with any directory, marketing, website, point-of-sale, social media, and all other accounts and systems affiliated with the Center.
(d) Licensee shall take such actions as may be necessary to cancel any assumed name or similar registration which contains the Marks of Licensor, and Licensee shall furnish Licensor with evidence satisfactory to Licensor of compliance with its obligation within thirty (30) days after termination or expiration of this Agreement;
(e) Licensee shall promptly pay all sums owed to Licensor. Such sums shall include all damages, costs, and expenses, including reasonable attorneys’ fees, incurred by Licensor containing proprietary as a result of the default and the termination. Any outstanding obligations to Licensor shall give rise to and remain, until paid in full, a lien in favor of Licensor against any and all of the personal property, furnishings, equipment, signs, fixtures and inventory owned by Licensee located on the Premises on the date this Agreement is terminated;
(f) Licensee shall pay to Licensor all damages, costs and expenses including reasonable attorneys’ fees, incurred by Licensor subsequent to the termination or confidential informationexpiration of this
(g) Licensee shall immediately deliver to Licensor all manuals, operating policy and procedure statements, instructions, business practices, or methods or proceduresand other materials related to operating the Center, including, without limitation, brochures, marketing materials, and any other materials provided by Licensor and all copies thereof, and shall neither retain nor convey to another any copy or record of any of the Operations Manualforegoing;
(bh) discontinue all use Licensor shall have the option, to be exercised within thirty (30) days of the Marks, including at the Licensee Site, and the use of any and all signs, products, paper goods and other items bearing the Marks. Any signs containing the Marks that Licensee is unable to remove within one (1) day of the termination or expiration of this Agreement shall be completely covered by Licensee until the time of their removalAgreement, which shall be in any event within ten (10) days following the expiration or termination of this Agreement;
(c) if Licensee retains possession of the Licensee Site, at to assume Licensee’s expense, make such reasonable modifications to the exterior and interior décor of the Restaurant and the Licensee Site as Licensor reasonably requires to eliminate its identification as a Bad Daddy’s Restaurant. If Licensee fails to modify the exterior and interior décor of the Restaurant and the Licensee Site as Licensor reasonably requires to eliminate its identification as a Bad Daddy’s Restaurant, Licensor may take such action to modify the exterior and interior décor of the Restaurant and the Licensee Site and charge Licensee for the cost of such action. Licensee shall immediately pay Licensor for the cost of any action taken by Licensor to modify the exterior and interior décor of the Restaurant and the Licensee Site;
(d) refrain from operating or doing business under any assumed name or in any manner that may give the general public the impression that this Agreement is still in force or that Licensee is connected in any way with Licensor or that Licensee has the right to use the Bad Daddy’s System or the Marks; 22 0000000x0
(e) refrain from making use of or availing itself to any of the proprietary or confidential informationequivalent registration and business licenses, Operations Manual or other information received from Licensor or disclosing or revealing any of the same in violation of this Agreement;
(f) take such action as may be required to cancel all assumed names or equivalent registrations relating to the use of any Xxxx;
(g) assign to Licensor or its designee all of Licensee’s rights, title, and interest in and to the telephone numbers, telephone directory listings and advertisements, website URLs advertisements (whether acquired by Licensee in accordance with print or in violation part of Section 14.2 hereofan Internet directory), and e-mail addressesaddresses and/or Internet domain names which contain the Mark of Licensor or its affiliates, store leases and governmental licenses Licensee shall sign all documents necessary to permit Licensor to assume Licensee’s rights in such items. If Licensor elects not to exercise this option, Licensee shall take all action necessary to cancel each of the items listed above and shall furnish Licensor with evidence satisfactory to prove its compliance within fifteen (15) days after receiving notice of Licensor’s termination or permits expiration of this Agreement and the expiration of the option granted herein. In the event Licensee fails to timely do so, Licensor shall have the right, for which purpose Licensee hereby appoints Licensor as its attorney-in-fact, to obtain such cancellation on Licensee’s behalf and at Licensee’s expense.
(i) Licensee shall comply with the covenants contained in this Agreement, including, but not limited to, the covenants, not to compete and the covenants not to disclose trade secrets or confidential information.
(j) Licensee shall, if Licensor so requests, assign to Licensor or its designee any interest which Licensee has in any lease for the Premises or any other agreement related to the Premises. Licensee will do whatever is necessary to effectuate and complete the assignment. In the event Licensor does not elect to exercise its option to acquire any lease for the Premises, and unless otherwise directed by Licensor, Licensee shall, within ten (10) days after termination, non- renewal, or expiration of this Agreement, make such modifications and alterations to the Premises as may be necessary to distinguish the appearance of the Premises from that of other LITTLE DOODLES PLAY CAFÉ Centers and shall make such specific additional changes thereto as Licensor may reasonably request.
(k) Licensee shall, if Licensor so requests and if Licensee owns the real property on which the Center is located, lease the Premises to Licensor on substantially the same terms and conditions contained in Licensee’s lease for the Premises, or if no lease exists or if the existing lease is not commercially reasonable, then on commercially reasonable terms. The lease shall be for an initial five (5) year term, with two (2) five (5) year renewal terms (at Licensor’s option). If the parties cannot agree on the rent to be charged under the lease within thirty (30) days after the expiration, termination, or non-renewal of the Agreement, the rent will be determined by a qualified independent appraiser. Licensee and Licensor shall each present their proposed rent, and the independent appraiser will select the most commercially reasonable rent from the two proposals. The independent appraiser’s determination will be binding on the parties. If the parties are not able to agree on an independent appraiser within forty-five (45) days of the termination, non-renewal, or expiration of this Agreement, each party will select an independent appraiser. The
(l) If Licensor requests, Licensee shall sell to Licensor any assets used for in connection with the operation of Licensee’s Center. Licensor has the Restaurant; and
right, but not the obligation, to exercise this right by providing Licensee written notice of Licensor’s election within sixty (h60) strictly comply with calendar days after the termination, non-renewal, or expiration of this Agreement and paying Licensee the book value for such assets within sixty (60) calendar days of such notice. For purposes of this paragraph, “book value” means the amount Licensee actually paid for the personal property less depreciation (calculated by using the straight-line depreciation method on a ten (10) year depreciation schedule irrespective of the depreciation method or schedule Licensee uses for accounting purposes). Notwithstanding the foregoing, to the extent that Licensor exercises Licensor’s right to purchase any personal property that is subject to a lease or finance agreement, the purchase price of such personal property shall equal the amount of Licensee’s remaining obligations under the lease or finance agreement, as applicable. Licensor shall be entitled to offset the purchase price by the amount of money owed by Licensee to Licensor for any payments necessary to acquire clear title to property or for any other procedures in debt. If Licensor exercises Licensor’s option to purchase, pending the Operations Manual that are established by closing of such purchase, Licensor related has the right to discontinuing operations appoint a manager to maintain operation of the RestaurantCenter, or Licensor may require that Licensee close the Center during such period without removing any assets. Licensee is required to maintain in force all insurance policies required under this Agreement until the date of such closing. Licensor has the unrestricted right to assign this option to purchase the Center. Licensor will be entitled to all customary warranties and representations in connection with Licensor’s purchase of Licensee’s property, including, without limitation, representations and warranties as to ownership and condition of and title to the property; liens and encumbrances on the property; validity of contracts and agreements; and liabilities affecting the property, contingent or otherwise. Licensor may purchase all or only a portion of the assets of the Center and may exclude from its purchase any assets or cash, for any reason, in Licensor’s sole discretion. Licensor shall have the right to set off and apply any amounts due to Licensee pursuant to this subsection against any and all other amounts which may be due from Licensee to Licensor.
Appears in 1 contract
Samples: License Agreement
Obligations Upon Termination or Expiration. Upon the termination or expiration or termination of this Agreement, for any reason, Licensee shallyou agree to:
(a) promptly immediately return to Licensor us all material furnished by Licensor containing proprietary or confidential information, operating instructions, business practices, or methods or procedures, including, without limitation, copies of the Operations ManualOperating Manual and cease use of and deliver to Domino's all Customer Lists (as hereinafter defined in Section 20.5);
(b) discontinue all use of the Marks, including at the Licensee Site, and the use of any and all signs, products, paper goods and other items bearing the Marks. Any signs containing the Marks that Licensee is unable to remove within one (1) day of the termination or expiration of this Agreement shall be completely covered by Licensee until the time of their removal, which shall be in any event within ten (10) days following the expiration or termination of this Agreement;
(c) if Licensee retains possession of the Licensee Site, at Licensee’s expense, make such reasonable modifications to the exterior and interior décor of the Restaurant and the Licensee Site as Licensor reasonably requires to eliminate its identification as a Bad Daddy’s Restaurant. If Licensee fails to modify the exterior and interior décor of the Restaurant and the Licensee Site as Licensor reasonably requires to eliminate its identification as a Bad Daddy’s Restaurant, Licensor may take such action to modify the exterior and interior décor of the Restaurant and the Licensee Site and charge Licensee for the cost of such action. Licensee shall immediately pay Licensor for the cost of any action taken by Licensor to modify the exterior and interior décor of the Restaurant and the Licensee Site;
(d) refrain from operating or doing business under any name or in any manner that may give the general public the impression that this Agreement is still in force or that Licensee is connected in any way with Licensor or that Licensee has the right to use the Bad Daddy’s System or the Marks; 22 0000000x0
(e) refrain from making use of or availing itself to any of the proprietary or confidential information, Operations Manual or other information received from Licensor or disclosing or revealing any of the same in violation of this Agreement;
(f) take such action as may be required to cancel all assumed names name or equivalent registrations relating to the use of any Xxxx;
(gc) assign notify the telephone company, postal service, and all listing agencies in writing of the termination or expiration of your right to Licensor use all telephone numbers, post office boxes, and all classified and other directory listings relating to the Store and to authorize in writing the transfer of these to us or its designee all of Licensee’s rights, title, our franchisee or designee. You acknowledge that we have the sole rights to and interest in all telephone numbers, post office boxes, and directory listings relating to any Xxxx, and you authorize us to direct the telephone company, the postal service, and all listing agencies to transfer all telephone numbers, post office boxes, and directory listings to us, our franchisee or designee and if you fail or refuse to do so, the telephone company, postal service, and all listing agencies may accept our direction as evidence of our exclusive rights in the telephone numbers, telephone post office boxes, and directory listings and advertisementsour authority to direct the transfer. Upon execution of this Agreement or at any time thereafter, website URLs you agree to execute any written authorizations or pre-approved authorizations in the form prescribed by us directing the telephone company, postal service, and any listing agencies to transfer all telephone numbers, post office boxes, and directory listing to us, our franchisee or designee upon the occurrence of any such termination or expiration;
(whether acquired by Licensee in accordance d) immediately pay all royalty fees, advertising contributions and other charges which are due and owing under this Agreement;
(e) immediately cease identifying yourself as a Domino's Pizza Store or as being associated with or in violation of Section 14.2 hereof)the Domino's System, e-mail addressesincluding, store leases without limitation, disabling and governmental licenses or permits used for ceasing to permit the continued operation of any website relating to the RestaurantStore or the Domino’s System or which utilizes the Marks;
(f) if you retain possession of the Store premises, at your expense, make such reasonable modifications to the exterior and interior of the Store (including signage, menu boards, job aids, product photos and the like) as we require to fully eliminate its identification and appearance as a Domino's Pizza Store. If you fail or refuse to fully de- identify the Store to the extent and in the manner required by this Agreement, we may, at our option and in addition to other rights and remedies we may have, make the modifications that are contemplated by this Agreement on your behalf and you agree to promptly pay and reimburse us on demand for any costs incurred by us including, without limitation, the proportionate compensation of our employees who devote time and render services in the de-identification of the Store.; and
(hg) strictly comply with any other procedures in make the Operations Manual that are established by Licensor related Store accessible and available for us to discontinuing operations operate pursuant to Section 19.8 of the Restaurantthis Agreement if we elect to do so.
Appears in 1 contract
Samples: Franchise Agreement
Obligations Upon Termination or Expiration. Upon the termination or expiration or termination of this Agreement, for any reason, Licensee shallyou agree to:
(a) promptly immediately return to Licensor us all material furnished by Licensor containing proprietary or confidential information, operating instructions, business practices, or methods or procedures, including, without limitation, copies of the Operations ManualOperating Manual and cease use of and deliver to Domino's all Customer Lists (as hereinafter defined in Section 20.5);
(b) discontinue all use of the Marks, including at the Licensee Site, and the use of any and all signs, products, paper goods and other items bearing the Marks. Any signs containing the Marks that Licensee is unable to remove within one (1) day of the termination or expiration of this Agreement shall be completely covered by Licensee until the time of their removal, which shall be in any event within ten (10) days following the expiration or termination of this Agreement;
(c) if Licensee retains possession of the Licensee Site, at Licensee’s expense, make such reasonable modifications to the exterior and interior décor of the Restaurant and the Licensee Site as Licensor reasonably requires to eliminate its identification as a Bad Daddy’s Restaurant. If Licensee fails to modify the exterior and interior décor of the Restaurant and the Licensee Site as Licensor reasonably requires to eliminate its identification as a Bad Daddy’s Restaurant, Licensor may take such action to modify the exterior and interior décor of the Restaurant and the Licensee Site and charge Licensee for the cost of such action. Licensee shall immediately pay Licensor for the cost of any action taken by Licensor to modify the exterior and interior décor of the Restaurant and the Licensee Site;
(d) refrain from operating or doing business under any name or in any manner that may give the general public the impression that this Agreement is still in force or that Licensee is connected in any way with Licensor or that Licensee has the right to use the Bad Daddy’s System or the Marks; 22 0000000x0
(e) refrain from making use of or availing itself to any of the proprietary or confidential information, Operations Manual or other information received from Licensor or disclosing or revealing any of the same in violation of this Agreement;
(f) take such action as may be required to cancel all assumed names name or equivalent registrations relating to the use of any XxxxMark;
(c) notify the telephone company, postal service, and all listing agencies in writing of the termination or expiration of your right to use all telephone numbers, post office boxes, and all classified and other directory listings relating to the Store and to authorize in writing the transfer of these to us or our franchisee or designee. You acknowledge that we have the sole rights to and interest in all telephone numbers, post office boxes and directory listings relating to any Mark, and you authorize us to direct the telephone company, the postal service, and all listing agencies to transfer all telephone numbers, post office boxes, and directory listings to us, our franchisee or designee and if you fail or refuse to do so, the telephone company, postal service, and all listing agencies may accept our direction as evidence of our exclusive rights in the telephone numbers, post office boxes, and directory listings and our authority to direct the transfer. Upon execution of this Agreement or at any time thereafter, you agree to execute any written authorizations or pre-approved authorizations in the form prescribed by us directing the telephone company, postal service, and any listing agencies to transfer all telephone numbers, post office boxes, and directory listings to us, our franchisees or designees upon the occurrence of any such termination or expiration;
(d) immediately pay all royalty fees, advertising contributions and other charges which are due and owing under this Agreement;
(e) immediately cease identifying yourself as a Domino's Pizza Store or as being associated with the Domino's System, including, without limitation, disabling and ceasing to permit the continued operation of any website relating to the Store or the Domino’s System or which utilizes the Marks;
(f) if you retain possession of the Store premises, at your expense, make such reasonable modifications to the exterior and interior of the Store (including signage, menu boards, job aids, product photos and the like) as we require to eliminate its identification and appearance as a Domino's Pizza Pizzazz Store or Domino’s C Store, as applicable. If you fail or refuse to fully de-identify the Store to the extent and in the manner required by this Agreement, we may, at our option and in addition to other rights and remedies we may have, make the modifications that are contemplated by this Agreement on your behalf and you agree to promptly pay and reimburse us on demand for any costs incurred by us including, without limitation, the proportionate compensation of our employees who devote time and render services in the de-identification of the Store.;and
(g) assign make the Store accessible and available for us to Licensor or its designee all operate pursuant to Section 18.7 of Licensee’s rights, title, and interest in and this Agreement if we elect to the telephone numbers, telephone directory listings and advertisements, website URLs (whether acquired by Licensee in accordance with or in violation of Section 14.2 hereof), e-mail addresses, store leases and governmental licenses or permits used for the operation of the Restaurant; and
(h) strictly comply with any other procedures in the Operations Manual that are established by Licensor related to discontinuing operations of the Restaurantdo so.
Appears in 1 contract
Samples: Franchise Agreement
Obligations Upon Termination or Expiration. Upon the expiration termination or termination of expiration, this AgreementAgreement and all rights granted hereunder to Franchisee shall forthwith terminate; provided, however, that Franchisee shall remain liable for any reasondamage to Franchisor arising from Franchisee’s breach of or failure to perform any of the covenants, Licensee shallobligations or undertakings herein contained. In addition, upon termination or expiration:
(a) promptly return A. Franchisee shall immediately cease operating under the System and the Proprietary Marks.
B. Franchisee’s name shall be withdrawn as soon as possible from all published lists of persons operating businesses under the System. Franchisee shall not hold itself out to Licensor the public as a present or former System franchisee.
C. Franchisee shall immediately cease and terminate all material furnished by Licensor containing proprietary or confidential information, operating instructions, business practicesuse in any manner whatsoever of the xxxx XXXXX EQUIPMENT RENTAL and any other Proprietary Marks licensed hereunder, or methods or procedurescolorable imitations thereof, includingand shall take any steps necessary to disassociate itself from such marks, without limitationincluding the withdrawal of all advertising matter (including from Websites and Social Media), the Operations Manual;
(b) discontinue destruction of all use of the Marks, including at the Licensee Siteletterheads, and the removal of all signs and any other articles which display the Proprietary Marks or trade dress associated with the System. If Franchisee is using any e-mail address or Internet domain name registration which contains the xxxx XXXXX or any other Proprietary Xxxx of Hertz, Franchisee shall immediately take such action as may be necessary to cease use of any such e-mail address and to transfer any such Internet domain name registration to Hertz.
D. In the event Franchisee continues to operate any business, Franchisee agrees not to use any reproduction, counterfeit, copy, or colorable imitation of the Proprietary Marks, either in connection with such other business or in the promotion thereof, which is likely to cause confusion, mistake or deception, or which is likely to dilute Hertz’ exclusive rights in and to the Proprietary Marks; and Franchisee further agrees not to utilize any designation of origin or description or representation which falsely suggests or represents an association or connection with Franchisor or Hertz so as to constitute unfair competition. Franchisee shall make such modifications or alterations to the Franchised Premises immediately upon termination or expiration of this Agreement as may be necessary to prevent the operation of any business thereon by himself or others in derogation of this Paragraph XIV., including changing all telephone numbers, discontinuing all classified, website, and other advertising, and making such specific additional changes as Franchisor or Hertz may reasonably request for that purpose. In the event Franchisee fails or refuses to comply with the requirements of this Paragraph XIV., Franchisor or its agents shall have the right to enter upon the premises where the Franchised Business was conducted, without being guilty of trespass or any other tort, for the purpose of making or causing to be made such changes as may be required, and shall otherwise be deemed to be authorized by Franchisee to take such action on Franchisee’s behalf as may be appropriate hereunder, at the expense of Franchisee, which expense Franchisee agrees to pay upon demand.
E. Franchisee shall promptly pay all sums owing to Franchisor and Franchisor’s Affiliates and other franchisees. In the event of termination for any default of Franchisee, such sums shall include all damages, costs and expenses, including reasonable attorneys’ fees, incurred by Franchisor, Hertz and their respective Affiliates as a result of the default, which obligation shall give rise to and remain, until paid in full, a lien in favor of Franchisor, Hertz and their respective Affiliates against any and all signsof the personal property, productsmachinery, paper goods fixtures and other items bearing equipment owned by Franchisee and used in the Marks. Any signs containing Franchised Business at the Marks that Licensee is unable time of default.
F. Franchisee shall pay to remove within one (1) day of Franchisor all damages, costs and expenses, including reasonable attorneys’ fees, incurred by Franchisor if Hertz subsequent to the termination or expiration of this Agreement is successful in obtaining injunctive or other relief for the enforcement of any provisions of this Paragraph XIV.
G. Franchisee shall be completely covered by Licensee until immediately turn over to Franchisor the time of their removalManual and all other manuals, which shall be records, files, instructions, software, correspondence, promotional material, forms, Hertz Equipment Rental System Standard Rental Agreements, and any and all other materials, in any event within ten (10) days following medium, in the expiration Franchisee’s possession or termination of this Agreement;
(c) if Licensee retains possession of the Licensee Site, at Licensee’s expense, make such reasonable modifications to the exterior and interior décor of the Restaurant and the Licensee Site as Licensor reasonably requires to eliminate its identification as a Bad Daddy’s Restaurant. If Licensee fails to modify the exterior and interior décor of the Restaurant and the Licensee Site as Licensor reasonably requires to eliminate its identification as a Bad Daddy’s Restaurant, Licensor may take such action to modify the exterior and interior décor of the Restaurant and the Licensee Site and charge Licensee for the cost of such action. Licensee shall immediately pay Licensor for the cost of any action taken by Licensor to modify the exterior and interior décor of the Restaurant and the Licensee Site;
(d) refrain from operating or doing business under any name or in any manner control that may give the general public the impression that this Agreement is still in force or that Licensee is connected in any way with Licensor or that Licensee has the right to use the Bad Daddy’s System or the Marks; 22 0000000x0
(e) refrain from making use of or availing itself to any of the proprietary Proprietary Marks or confidential informationrelate to the operation of the System, Operations Manual and all copies thereof (all of which are acknowledged to be Franchisor’s and Hertz’ property). Franchisee shall retain no copy or other information received from Licensor or disclosing or revealing record of any of the same in violation foregoing, except Franchisee’s copy of this Agreement;Agreement and of any correspondence between the parties, and any other documents which Franchisee reasonably needs for compliance with any provision of law.
(f) H. Franchisee shall take such action as may shall be necessary to cancel any assumed name or equivalent registration which contains the xxxx XXXXX EQUIPMENT RENTAL or any other Proprietary Xxxx of Franchisor, and Franchisee shall furnish Franchisor with evidence satisfactory to Franchisor of compliance with this obligation within thirty (30) days after termination or expiration of this Agreement. If Franchisee fails to take such action within the prescribed time, Franchisee shall be deemed to have appointed Franchisor and Hertz as its agents with authorization to take such action on Franchisee’s behalf.
I. Franchisee shall immediately advise Franchisor of all inventory or other items (excluding those items described in Paragraph XIV.G hereof and excluding the Product Line) bearing Franchisor’s Proprietary Marks. Franchisor shall have the right (but not the duty), to be exercised by written notice of intent provided to Franchisee within thirty (30) days after termination, to purchase any of such items at Franchisee’s cost or fair market value, whichever is less. If the parties cannot agree on fair market value within a reasonable time, an independent appraiser shall be designated by Franchisor, and his determination shall be binding. If Franchisor elects to exercise any option to purchase herein provided, it shall have the right to set off all amounts due from Franchisee under this Agreement, and the cost of the appraisal, if any, against any payment therefor.
J. Franchisor shall have the option (but not the duty) upon written notice to Franchisee (i) within thirty (30) days after Franchisor learns of the automatic termination of this Agreement under Paragraph XIII.A hereof, or (ii) within thirty (30) days after termination of this Agreement under Paragraph XIII.B or XIII.C hereof, to elect to purchase from Franchisee, and to require Franchisee to sell to Franchisor or to Franchisor’s nominee, some or all (at Franchisor’s option) of the assets (including the Product Line) employed in the Franchised Business, on the terms and conditions hereinafter contained. Franchisor shall have the unrestricted right to assign this option to purchase to its designee (an Affiliate or unaffiliated third party) separate and apart from the remainder of this Agreement.
(1) The purchase and sale shall be implemented by a formal contract containing warranties and representations by the seller at the time of sale with respect to full ownership and transferability of the assets to be sold, the absence of liens and encumbrances thereon, the seller’s full authority to effect such sales and transfers, the working condition and repair of physical assets, and such other warranties, representations and agreements as shall be appropriate in a transaction of such nature.
(2) The closing date for the purchase and sale shall be no later than the ninetieth (90th) day after Franchisor’s written notice of intention to purchase.
(3) The assets to be sold or transferred shall include all personal property owned and employed by Franchisee in such Franchised Business (including leased property and excluding such personal property that Franchisor specifically declines to purchase) together with other assets used by Franchisee in connection with the conduct of such Franchised Business, including, without limitation, all real property, leases, and tenancies, equipment lease, rental agreements in which seller is the lessor, other contracts and agreements (except employment agreements) to which the seller is a party, all leasehold improvements, furniture, fixtures, machinery, equipment and signs, inventories of tires, fuel, supplies and parts on hand, all of which shall be determined by Franchisor or its nominee on and after the closing date.
(4) The seller’s transfer and conveyance shall be free and clear of all liens, claims, and encumbrances and seller shall obtain and deliver to Franchisor or its nominee on or before the closing date any and all consents of third parties to the assignment or transfer of leases and contracts where such consent is required to cancel all assumed names effectuate a valid transfer or equivalent registrations relating assignment as aforesaid.
(5) The total purchase price to be paid by Franchisor to Franchisee and accepted by Franchisee pursuant to this Paragraph XIV.J shall be the lesser of (x) five (5) times the average annual net income (after provision for income tax) of the Franchised Business for the three (3) most recently completed fiscal years of such Franchised Business, determined in accordance with generally accepted accounting principles in effect in the Area of Responsibility or the United States as determined by Franchisor, or one hundred percent (100%) of net tangible asset value of the Franchised Business as of the date of sale, whichever is greater; or (y) one hundred twenty five percent (125%) of the net tangible asset value of the Franchised Business, as of the date of sale, determined in accordance with generally accepted accounting principles in effect in the Area of Responsibility or the United States as determined by Franchisor . In determining such purchase price pursuant to this Paragraph XIV.J(5), the physical assets shall be depreciated at rates and in accordance with standard accounting methods employed by Franchisor or its successor at the time Franchisor or its nominee shall purchase the same, provided that such methods are in accordance with generally accepted accounting principles in effect in the Area of Responsibility or the United States as determined by Franchisor. In making calculations of net tangible asset value as of the date of sale, vehicles and other physical assets which shall have been fully depreciated shall be valued at the fair market value thereof as of the date of sale. The value, before depreciation, assigned to the use Product Line to be sold and transferred hereunder, shall not exceed prices which were paid or which would have been paid by Franchisor or its nominee in accordance with its customary business practices for the same or comparable assets at the time and place when purchased by Franchisee. All other physical assets to be sold and transferred, except real estate, shall be valued for the purposes hereof at seller’s cost less depreciation calculated at rates as above set forth. Real estate, if any, shall be valued at the fair market value thereof, as of the date of sale. No value or payment shall be attributed to intangible assets, such as leases, tenancies, equipment rental and lease agreements, and other contracts and agreements. Notwithstanding anything herein contained, if any Xxxx;asset to be sold and transferred to Franchisor or its nominee pursuant hereto shall then be subject to a right of purchase by Franchisee’s customer thereof, the price to be paid by Franchisor or its nominee therefor shall in no event exceed the price at which such customer is entitled to purchase the same.
(g) assign K. Franchisee shall take all steps necessary to Licensor transfer to Franchisor or its designee all of Licensee’s rights, title, and interest in and to the telephone numbers, facsimile and electronic communication lines, used by it in the conduct of its Franchised Business, and, upon Franchisor’s request, advise the telephone directory listings company and advertisementsany third party service providers who provide telephone number, website URLs (whether acquired by Licensee facsimile and electronic communication lines used in accordance with the Franchised Business that Franchisee has no further interest in such telephone numbers, facsimile and electronic communication lines, and to approve their transfer to Franchisor or in violation of Section 14.2 hereof), e-mail addresses, store leases and governmental licenses or permits used for the operation of the Restaurant; andits designee.
(h) strictly L. Franchisee shall comply with any other procedures the covenants contained in the Operations Manual that are established by Licensor related to discontinuing operations of the RestaurantParagraph XV. hereof.
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