Common use of Other Assignment Clause in Contracts

Other Assignment. (a) In addition to any assignments or contingent assignments contemplated by the terms of Subsections 13.02 and 13.03 of this Section 13, Licensee shall not sell, transfer or assign the License to any Person or Persons without SONIC’s prior written consent. Such consent shall not be unreasonably withheld. (b) In determining whether to grant or to withhold such consent, the following requirements must be met by Licensee: (i) All of Licensee’s accrued monetary obligations shall have been satisfied whether due under this Agreement or otherwise. (ii) SONIC and the Licensee execute a general release of each other, in a form satisfactory to SONIC, of any and all claims the Licensee may have against SONIC and its Affiliates, including (without limitation) all claims arising under any federal, state or local law, rule or ordinance, but excluding (as to SONIC) any claims against the Licensee for (a) unpaid moneys due SONIC or its Affiliates, (b) a material breach of the provisions of this Agreement regarding the Proprietary Marks, or (c) the violation of SONIC’s legal rights regarding the Proprietary Marks. SONIC may waive the requirements of this subparagraph (ii) at SONIC’s election. (iii) Licensee shall not be in material breach of this Agreement or any other agreement between SONIC and Licensee. (iv) Assignee (or the assignee’s management, as the case may be) shall at SONIC’s sole discretion, enroll in and successfully complete such training programs as SONIC shall at that time designate according to Section 6.04 hereof. (v) SONIC shall consider of each prospective transferee, by way of illustration, the following: (a) work experience and aptitude, (b) financial background, (c) character, (d) ability to personally devote full time and best efforts to managing the Sonic Restaurant, (e) residence in the locality of the Sonic Restaurant, (f) equity interest in the Sonic Restaurant, (g) conflicting interests and (h) such other criteria and conditions as SONIC shall apply in the case of an application for a new license to operate a Sonic drive-in restaurant. SONIC’s consent shall also be conditioned each upon such transferee’s execution of an agreement by which transferee personally assumes full and unconditional liability for and agrees to perform from the date of such transfer all obligations, covenants and agreements contained in the License to the same extent as if transferee had been an original party to the License.

Other Assignment. (a) In addition to any assignments or contingent assignments contemplated by the terms of Subsections 13.02 and 13.03 of this Section 13, Licensee shall not sell, transfer or assign the License to any Person or Persons without SONIC’s 's prior written consent. Such consent shall not be unreasonably withheld. (b) In determining whether to grant or to withhold such consent, the following requirements must be met by Licensee: (i) All of Licensee’s 's accrued monetary obligations shall have been satisfied whether due under this Agreement or otherwise. (ii) SONIC and the Licensee execute a general release of each other, in a form satisfactory to SONIC, of any and all claims the Licensee may have against SONIC and its Affiliates, including (without limitation) all claims arising under any federal, state or local law, rule or ordinance, but excluding (as to SONIC) any claims against the Licensee for (a) unpaid moneys due SONIC or its Affiliates, (b) a material breach of the provisions of this Agreement regarding the Proprietary Marks, or (c) the violation of SONIC’s 's legal rights regarding the Proprietary Marks. SONIC may waive the requirements of this subparagraph (ii) at SONIC’s 's election. (iii) Licensee shall not be in material breach of this Agreement or any other agreement between SONIC and Licensee. (iv) Assignee (or the assignee’s 's management, as the case may be) shall at SONIC’s 's sole discretion, enroll in and successfully complete such training programs as SONIC shall at that time designate according to Section 6.04 hereof. (v) SONIC shall consider of each prospective transferee, by way of illustration, the following: (a) work experience and aptitude, (b) financial background, (c) character, (d) ability to personally devote full time and best efforts to managing the Sonic Restaurant, (e) residence in the locality of the Sonic Restaurant, (f) equity interest in the Sonic Restaurant, (g) conflicting interests and (h) such other criteria and conditions as SONIC shall apply in the case of an application for a new license to operate a Sonic drive-in restaurant. SONIC’s 's consent shall also be conditioned each upon such transferee’s 's execution of an agreement by which transferee personally assumes full and unconditional liability for and agrees to perform from the date of such transfer all obligations, covenants and agreements contained in the License to the same extent as if transferee had been an original party to the License.

Other Assignment. (a) In addition to any assignments or contingent assignments contemplated by the terms of Subsections 13.02 and 13.03 of this Section 13, Licensee shall not sell, transfer or assign the License to any Person or Persons without SONIC’s Licensor's prior written consent. Such consent shall not be unreasonably withheld. (b) In determining whether to grant or to withhold such consent, the following requirements must be met by Licensee: (i) All of Licensee’s 's accrued monetary obligations shall have been satisfied whether due under this Agreement agreement or otherwise. (ii) SONIC The Licensor and the Licensee execute a general release of each other, in a form satisfactory to SONICthe Licensor, of any and all claims the Licensee may have against SONIC the Licensor and its Affiliates, including (without limitation) all claims arising under any federal, state or local law, rule or ordinance, but excluding (as to SONICthe Licensor) any claims against the Licensee for (a) unpaid moneys due SONIC the Licensor or its Affiliates, (b) a material breach of the provisions of this Agreement regarding the Proprietary Marks, or (c) the violation of SONIC’s the Licensor's legal rights regarding the Proprietary Marks. SONIC The Licensor may waive the requirements of this subparagraph (ii) at SONIC’s the Licensor's election. (iii) Licensee shall not be in material breach of this Agreement agreement or any other agreement between SONIC Licensor and Licensee. (iv) Assignee (or the assignee’s 's management, as the case may be) shall at SONIC’s Licensor's sole discretion, enroll in and successfully complete such training programs as SONIC Licensor shall at that time designate according to Section 6.04 hereof. (v) SONIC Licensor shall consider of each prospective transferee, by way of illustration, the following: (a) work experience and aptitude, (b) financial background, (c) character, (d) ability to personally devote full time and best efforts to managing the Sonic Restaurant, (e) residence in the locality of the Sonic Restaurant, (f) equity interest in the Sonic Restaurant, (g) conflicting interests and (h) such other criteria and conditions as SONIC Licensor shall apply in the case of an application for a new license to operate a Sonic drive-in restaurant. SONIC’s Licensor's consent shall also be conditioned each upon such transferee’s 's execution of an agreement by which transferee personally assumes full and unconditional liability for and agrees to perform from the date of such transfer all obligations, covenants and agreements contained in the License to the same extent as if transferee had been an original party to the License.

Other Assignment. (a) In addition to any assignments or contingent assignments contemplated by the terms of Subsections Sections 13.02 and 13.03 of this Section 13Agreement, the Licensee shall not sell, transfer or assign the License this Agreement to any Person or Persons without SONICthe Licensor’s prior written consent. Such consent shall not be unreasonably withheld. (b) In determining whether to grant or to withhold such consent, the following requirements must be met by the Licensee: (i) All of the Licensee’s accrued monetary obligations shall have been satisfied whether due under this Agreement agreement or otherwise. (ii) SONIC The Licensor and the Licensee execute a general release of each other, in a form satisfactory to SONICthe Licensor, of any and all claims the Licensee may have against SONIC the Licensor and its Affiliates, including (without limitation) all claims arising under any federal, state or local law, rule or ordinance, but excluding (as to SONICthe Licensor) any claims against the Licensee for (a) unpaid moneys due SONIC the Licensor or its Affiliates, (b) a material breach of the provisions of this Agreement regarding the Proprietary Marks, or (c) the violation of SONICthe Licensor’s legal rights regarding the Proprietary Marks. SONIC The Licensor may waive the requirements of this subparagraph (ii) at SONICthe Licensor’s election. (iii) The Licensee shall not be in material breach of this Agreement agreement or any other agreement between SONIC the Licensor and the Licensee. (iv) Assignee (or the assignee’s management, as the case may be) shall at SONICthe Licensor’s sole discretion, enroll in and successfully complete such training programs as SONIC the Licensor shall at that time designate according to Section 6.04 hereofof this Agreement. (v) SONIC The Licensor shall consider of each prospective transferee, by way of illustration, the following: (a) work experience and aptitude, (b) financial background, (c) character, (d) ability to personally devote full time and best efforts to managing the Sonic RestaurantNon-Traditional Sonic, (e) residence in the locality of the Sonic RestaurantNon-Traditional Sonic, (f) equity interest in the Sonic RestaurantNon-Traditional Sonic, (g) conflicting interests and (h) such other criteria and conditions as SONIC the Licensor shall apply in the case of an application for a new license to operate a Sonic driveNon-in restaurantTraditional Sonic. SONICThe Licensor’s consent shall also be conditioned each upon such transferee’s execution of an agreement by which the transferee personally assumes full and unconditional liability for and agrees to perform from the date of such transfer all obligations, covenants and agreements contained in the License this Agreement to the same extent as if the transferee had been an original party to the Licensethis Agreement.