of Franchisee Sample Clauses

of Franchisee. In order to assure the principal(s) of Franchisee's personal responsibility for the Franchised Business and to protect the trade name, the Marks, the System and Franchisor's goodwill and reputation, no person or entity shall succeed to any of the rights of Franchisee under this Agreement by virtue of any voluntary or involuntary proceeding in bankruptcy, receivership, attachment, execution, assignment for benefit of creditors, or other legal process and Franchisee shall not offer to assign, sell, transfer, mortgage, hypothecate, encumber, use as collateral, or otherwise dispose all or any part of this Agreement or any rights arising hereunder without the prior written consent of Franchisor, which consent shall not be unreasonably withheld but may be conditioned upon the fulfillment of certain qualifications, requirements, and conditions, including without limitation, those set forth in Sections 13.3, 13.4 and 13.7, and which consent may be denied on any reasonable basis including, without limitation, that (i) Franchisor deems the proposed transferee to be unqualified to operate the Franchised Business based on Franchisor's assessment of the proposed transferee's business ability, aptitude, financial capability and stability or other relevant qualifications; (ii) Franchisee does not propose to assign, sell, transfer, or otherwise dispose of all of Franchisee's interest in this Agreement, the Franchised Business and the Retail Outlet including, without limitation, its location, improvements, equipment, fixtures and signs; and/or (iii) Franchisee is in default of this Agreement. No transfer shall be made unless Franchisee assigns to the transferee the lease for the Retail Outlet or, if Franchisee owns the location of the Retail Outlet, Franchisee grants the transferee the right to occupy the Retail Outlet for the balance of the Term of this Agreement. Nothing contained herein shall in any way impair or limit or be deemed to impair or limit Franchisor's discretion in approving or disapproving any request to transfer or assign any interest under this Agreement.
Sample 1
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of Franchisee. Franchisee represents and warrants under Exhibit 2.01. 26
Sample 1

Related to of Franchisee

  • Franchisee A “franchisee” is a retailer or distributor who is authorized or permitted, under a franchise, to use a trademark in connection with the sale, consignment, or distribution of motor fuel.

  • Developer Developer shall construct and complete, in a good and workmanlike manner, the Work for the Guaranteed Maximum Price including any adjustment(s) to the Guaranteed Maximum Price pursuant to provisions herein regarding changes to the Guaranteed Maximum Price. Except as otherwise noted, Developer shall provide and pay for all labor, materials, equipment, permits (excluding DSA), fees, licenses, facilities, transportation, taxes, bonds and insurance, and services necessary for the proper execution and completion of the Work, except as indicated herein.

  • Property Manager Any entity that has been retained to perform and carry out property rental, leasing, operation and management services at one or more of the Properties, excluding persons, entities or independent contractors retained or hired to perform facility management or other services or tasks at a particular Property.

  • Franchise Agreement (a) Except as provided in this Agreement, the Properties shall at all times be operated in accordance with the terms and conditions of the Franchise Agreements. Borrower shall, or shall cause Mortgage Borrower or Operating Lessee to cause Manager to, (i) pay all sums required to be paid by Mortgage Borrower, Operating Lessee and/or Manager under the Franchise Agreements, (ii) diligently perform, observe and enforce all of the terms, covenants and conditions of the Franchise Agreements, (iii) promptly deliver to Lender a copy of any written notice to Mortgage Borrower or Operating Lessee of any default by Mortgage Borrower, Operating Lessee and/or Manager under the Franchise Agreements and notify Lender of any material default under the Franchise Agreements of which it is aware, (iv) promptly deliver to Lender a copy of any written notice to Franchisor of any default by Franchisor under the Franchise Agreements, (v) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of non-performance, report and estimate (a) received by Mortgage Borrower or Operating Lessee under the Franchise Agreements and (b) required to be delivered by Mortgage Borrower, Operating Lessee and/or Manager to Franchisor under the Franchise Agreements, (vi) complete all work required under any PIP on or prior to the Outside Date, (vii) not modify or amend the Franchise Agreements to the extent such modification or amendment could reasonably be expected to have a Material Adverse Effect, and (viii) except as provided in clause (b) below not terminate, cancel, or replace the Franchise Agreements, nor replace the Franchisor, nor waive or release any of its rights and remedies under the Franchise Agreements in any material respect, without Lender’s prior written consent. Each request by Borrower for approval and consent by Lender pursuant to this Section 5.25 shall be in writing and contain a legend in capitalized bold letters on the top of the cover page stating: “LENDER’S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS. LENDER’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN LENDER’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED” and Borrower shall include the following documentation with such request all materials reasonably necessary in order for Lender to evaluate such matter. In the event that Lender fails to grant or withhold its approval and consent to such matter within such ten (10) Business Day period (and, in the case of a withholding of consent, stating the grounds therefor in reasonable detail), then, so long as no Event of Default is continuing, Lender’s approval and consent shall be deemed to have been granted. There shall be no administrative or approval fee in connection with this Section 5.25(a), but Borrower shall pay any out-of-pocket costs and expenses incurred by Lender. (b) Notwithstanding the foregoing, provided no Event of Default is continuing, Mortgage Borrower and/or Operating Lessee shall have the right, and the right to permit Franchisor, without the prior written approval of Lender (but upon prior written notice to Lender), to terminate a Franchise Agreement at an Individual Property; provided, however, it shall be an Event of Default hereunder in the event that within sixty (60) days of the termination of such Franchise Agreement (i) Borrower shall have failed (or shall have failed to cause Mortgage Borrower or Operating Lessee in the case of clause (2) hereof) to deliver to Lender either (1) a PIP Guaranty relating to any New PIP contemplated by the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager or (2) Cash to be deposited into the PIP Reserve Account in an amount equal to the PIP Required Deposit contemplated by the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager, which Cash shall be held and distributed in accordance with the terms of Section 9.9 of the Mortgage Loan Agreement and (ii) Borrower fails to deliver evidence reasonably acceptable to Lender that a Replacement Franchise Agreement or a Replacement Management Agreement with a Brand Manager is in full force and effect at the applicable Individual Property.

  • Operator The Optionee shall be the operator for purposes of developing and executing exploration programs.

  • Existing Management and Franchise Agreements Seller has furnished to Buyer true and complete copies of the Existing Management Agreement and the Existing Franchise Agreement, which constitutes the entire agreement of the parties thereto with respect to the subject matter thereof and which have not been amended or supplemented in any respect. There are no other management agreements, franchise agreements, license agreements or similar agreements for the operation or management of the Hotel or relating to the Brand, to which Seller is a party or which are binding upon the Property, except for the Existing Management Agreement and the Existing Franchise Agreement. The Improvements comply with, and the Hotel is being operated in accordance with, all requirements of such Existing Management Agreement and the Existing Franchise Agreement and all other requirements of the Existing Manager and the Franchisor, including all “brand standard” requirements of the Existing Manager and the Franchisor. The Existing Management Agreement and the Existing Franchise Agreement are in full force and effect, and shall remain in full force and effect until the termination of the Existing Management Agreement and the Existing Franchise Agreement at Closing, as provided in Article V hereof. No default has occurred and is continuing under the Existing Management Agreement or the Existing Franchise Agreement, and no circumstances exist which, with the giving of notice, the lapse of time or both, would constitute such a default.

  • The Contractor A general contractor shall be retained by Tenant to construct the Improvements. Such general contractor (“Contractor”) shall be selected by Tenant from a list of general contractors supplied by Landlord, and Tenant shall deliver to Landlord notice of its selection of the Contractor upon such selection.

  • Approved User A user approved by the relevant Data Access Committee(s) to access one or more datasets for a specified period of time and only for the purposes outlined in the Principal Investigator (PI)’s approved Research Use Statement. The Information Technology (IT) Director indicated on the Data Access Request, as well as any staff members and trainees under the direct supervision of the PI are also Approved Users and must abide by the terms laid out in the Data Use Certification Agreement.

  • Vendor upon request and without further consideration, shall perform any acts that may be deemed reasonably necessary or desirable by Customer to evidence more fully the transfer of ownership and/or registration of all Intellectual Property Rights in all Work Product to Customer to the fullest extent possible, including but not limited to the execution, acknowledgement and delivery of such further documents in a form determined by Customer. In the event Customer shall be unable to obtain Vendor’s signature due to the dissolution of Vendor or Vendor’s unreasonable failure to respond to Customer’s repeated requests for such signature on any document reasonably necessary for any purpose set forth in the foregoing sentence, Vendor hereby irrevocably designates and appoints Customer and its duly authorized officers and agents as Vendor’s agent and Vendor’s attorney-in-fact to act for and in Vendor’s behalf and stead to execute and file any such document and to do all other lawfully permitted acts to further any such purpose with the same force and effect as if executed and delivered by Vendor, provided however that no such grant of right to Customer is applicable if Vendor fails to execute any document due to a good faith dispute by Vendor with respect to such document. It is understood that such power is coupled with an interest and is therefore irrevocable. Customer shall have the full and sole power to prosecute such applications and to take all other action concerning the Work Product, and Vendor shall cooperate, at Customer’s sole expense, in the preparation and prosecution of all such applications and in any legal actions and proceedings concerning the Work Product.

  • PRODUCER Subject to the terms of this Agreement, including Section 18.8, Producer shall release, indemnify, defend, and hold harmless Processor and its Affiliates, directors, officers, employees, agents, consultants, representatives, and invitees from and against all claims and losses arising out of or relating to (i) the operations of Producer and (ii) any breach of this agreement by Producer.

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