Our Right of First Refusal. (a) If you or any other person or entity at any time determines to sell an interest in you, the Location Franchise or the Premises, you agree to immediately submit to us a true and complete copy of the offer (and any proposed ancillary agreements). The offer must apply only to an interest in you, the Location Franchise or the Premises. It must not include the purchase of any of your other property or rights (or those of your shareholder, partner, or member), but if the offeror proposes to buy any other of your property or rights (or those of a shareholder, partner or member) under a separate, contemporaneous offer, the price and terms of purchase offered to you (or to your shareholder, partner or member) for the interest in you, the Franchise or the Premises will reflect the bona fide price offered and will not reflect any value for any other property or rights. To be a valid, bona fide offer, the proposed purchase price must be in a dollar amount and the proposed buyer must submit with its offer an earnest money deposit equal to five percent (0%) xx more of the offering price. We will have the right, exercisable by written notice delivered to you, or the person or entity involved, within thirty (30) days after receipt of the copy of the offer, to purchase the interest for the price and on the terms in the offer, but we may substitute cash, a cash equivalent or marketable securities of equal value for any form of payment proposed in the offer. Our credit will be deemed equal to the credit of any proposed purchaser, and we will have not less than sixty (60) days to prepare for closing. We will be entitled to purchase the interest subject to all customary representations and warranties given by the seller of the assets of a business or voting stock of an incorporated business, as applicable, including representations and warranties as to ownership, condition and title to stock and/or assets, liens and encumbrances relating to the stock and/or assets, validity of contracts, and liabilities, contingent or otherwise, of any corporation whose stock is purchased. If we do not exercise our right of first refusal, you or the person or entity involved may complete the sale to the purchaser under the terms of the offer subject to our consent to the transfer under Section 14.2(b), but if the sale to the purchaser is not completed within one hundred twenty (120) days after receipt of the offer by us, or if there is a material change in the terms of the sale, we will have an additional right of first refusal for thirty (30) days on the same terms as were applicable to the initial right of first refusal. (b) If the transfer is a Franchise Agreement modification, we will not have any right of first refusal as provided in Section 14.4(a), unless the proposed transferee has a direct or indirect connection with any actual or potential competitor of us or any of our franchisees. However, written notification of this type of transfer must be provided to us by the transferor at least thirty (30) days before consummation of that transfer.
Appears in 2 contracts
Samples: Franchise Agreement (JOINT Corp), Franchise Agreement (JOINT Corp)
Our Right of First Refusal. (a) If you (or any other person or entity of your owners) at any time determines determine to sell sell, assign or transfer for consideration an interest in this Agreement and the RESTAURANT or an ownership interest in you, the Location Franchise you (or the Premises, you your owner) agree to obtain a bona fide, executed written offer and xxxxxxx money deposit (in the amount of five percent (5 %) or more of the offering price) from a responsible and fully disclosed offeror (including lists of the owners of record and beneficially of any corporate or limited liability company offeror and all general and limited partners of any partnership offeror and, in the case of a publicly-held corporation or limited partnership, copies of the most current annual and quarterly reports and Form 10K) and immediately submit to us a true and complete copy of the offer (and any proposed ancillary agreements). The offer must apply only to an interest in you, the Location Franchise or the Premises. It must not include the purchase of any of your other property or rights (or those of your shareholder, partner, or member), but if the offeror proposes to buy any other of your property or rights (or those of a shareholder, partner or member) under a separate, contemporaneous offer, which includes details of the price and terms of purchase offered to you (or to your shareholder, partner or member) for the interest in you, the Franchise or the Premises will reflect the bona fide price offered and will not reflect any value for any other property or rightspayment terms. To be a valid, bona fide offer, the proposed purchase price must be denominated in a dollar amount amount. The offer must apply only to an interest in you or in this Agreement and the proposed buyer RESTAURANT and may not include an offer to purchase any of your (or your owners') other property or rights. However, if the offeror proposes to buy any other property or rights from you (or your owners) under a separate, contemporaneous offer, the separate, contemporaneous offer must submit with its offer an earnest money deposit equal be disclosed to five percent us, and the price and terms of purchase offered to you (0%or your owners) xx more of for the offering priceinterest in you or in this Agreement and the RESTAURANT must reflect the bona fide price offered and not reflect any value for any other property or rights. We will have the right, exercisable by written notice delivered to you, you or the person or entity involved, your selling owner(s) within thirty (30) days after receipt from the date of the delivery to us of both an exact copy of the offeroffer and all other information we request, to purchase the interest for the price and on the terms and conditions contained in the offer, but provided that:
(1) we may substitute cash, a cash equivalent or marketable securities of equal value for any form of payment proposed in the offer. Our ;
(2) our credit will be deemed equal to the credit of any proposed purchaser, and ;
(3) we will have not less than sixty (60) days after giving notice of our election to purchase to prepare for closing. We will be ; and
(4) we are entitled to purchase the interest subject receive, and you and your owners agree to make, all customary representations and warranties given by the seller of the assets of a business or voting the capital stock of an incorporated business, as applicable, including including, without limitation, representations and warranties as to ownership, to:
(a) ownership and condition of and title to stock or other forms of ownership interest and/or assets, ;
(b) liens and encumbrances relating to the stock or other forms of ownership interest and/or assets, ; and
(c) validity of contracts, contracts and the liabilities, contingent or otherwise, of any the corporation whose stock is being purchased. If we exercise our right of first refusal, you and your selling owner(s) agree that, for a period of two (2) years commencing on the date of the closing, you and they will be bound by the non-competition covenant contained in Section 15.D. hereof. If we do not exercise our right of first refusal, you or the person or entity involved your owners may complete the sale to the purchaser under on the exact terms of the offer offer, subject to our consent to approval of the transfer under Section 14.2(b)as provided in Paragraphs B and C of this Section, but provided that, if the sale to the purchaser is not completed within one hundred twenty sixty (12060) days after receipt delivery of the offer by to us, or if there is a material change in the terms of the salesale (which you agree promptly to communicate to us), we will have an additional right of first refusal for during the thirty (30) days day period following either the expiration of the sixty (60) day period or notice to us of the material change(s) in the terms of the sale, either on the same terms as were applicable to originally offered or the initial right of first refusalmodified terms, at our option.
(b) If the transfer is a Franchise Agreement modification, we will not have any right of first refusal as provided in Section 14.4(a), unless the proposed transferee has a direct or indirect connection with any actual or potential competitor of us or any of our franchisees. However, written notification of this type of transfer must be provided to us by the transferor at least thirty (30) days before consummation of that transfer.
Appears in 1 contract
Our Right of First Refusal. (a) If you or any other person of the Franchisee's owners wish to engage in any transfer subject to this Agreement, (a) you or entity at any time determines to sell an interest your owners will obtain a bona fide, executed written offer and deposit [in you, the Location Franchise amount of ten percent (10%) or more of the Premises, you agree to immediately submit to us offering price and in the form of a cashier's check] and (b) a true and complete copy of the offer (and any proposed ancillary agreements)) will immediately be submitted to us by you, the Franchisee's owners or both, together with a non-refundable deposit of the transfer fee. The offer must be unconditional (except for our consent) and apply only to an interest in youthis Agreement, the Location Franchise Franchise, your Plantation Store or the Premises. It Franchisee and must not include the purchase of any of your other property or rights of yours (or those of your shareholder, partner, or memberthe Franchisee's owners), ; but if the offeror proposes to buy any other of your property or rights from you (or those of a shareholder, partner or memberthe Franchisee's owners) under a separate, contemporaneous related offer, the price and terms of purchase offered to you (or to your shareholder, partner or memberthe Franchisee's owners) for the interest in youthis Agreement, the Franchise Franchise, your Plantation Store, or the Premises Franchisee will reflect the bona fide price offered therefor and will not reflect any value for any other property or rights. To We may exclude from the assets purchased hereunder any items that are not approved as meeting quality standards for Plantation Stores, as well as any portion of the price attributable to goodwill. If any of the assets to be a validpurchased do not meet the standards we then apply to new Plantation Stores or you are in default, bona fide offerwe can require that such assets be replaced and/or brought into compliance with our requirements before the sale is completed, the proposed purchase price must and/or such defaults be in a dollar amount cured, and the proposed buyer must submit with its offer an earnest money deposit equal time for us to five percent (0%) xx more give notice of the offering priceintent to exercise our right-of-first-refusal will not begin to run until all such assets have been brought up to such standard and such defaults cured. We will We'll have the right, exercisable by written notice delivered to you, you or the person or entity involved, Franchisee's owners within thirty (30) 73 days after receipt from the date of the delivery of an exact copy of the offersuch offer to us, together with your deposit of any transfer fee and satisfaction of all other requirements for our consent to such transfer, to notify you that we have elected to purchase the such interest for the price and on the terms and conditions contained in such offer (less any portion of the offerprice attributable to goodwill), but provided that we may substitute cash, a cash equivalent equivalent, or marketable securities of equal value for any form of payment proposed in the such offer. Our , our credit will be deemed equal to the credit of any proposed purchaser, and we will have not less than sixty (60) days from the date you receive our notice of intention to exercise such right-of-first-refusal to prepare for closing. We will We'll be entitled to purchase the any interest subject to all customary representations representations, warranties and warranties agreements given by the seller of the assets of a business or voting stock of an incorporated business, as applicableapplicable including, including without limitation, representations and warranties as to ownership, condition and title to stock and/or assets, liens and encumbrances relating to the stock and/or assets, validity of contracts, and liabilities, contingent or otherwise, of any the corporation whose stock is purchasedpurchased and including typical non-competition covenants by the seller and each owner of the Franchisee. In connection with such purchase, you will sign a general release, in form prescribed by us, of any and all claims, liabilities and/or obligations, of any nature whatsoever, however arising, known or unknown, against us and/or any or all of the Franchisor-Related Persons/Entities. If, for any reason, such transaction is not consummated within one hundred and twenty (120) days after the date of delivery of an exact copy of such offer to us, together with your deposit of any transfer fee and satisfaction of all other requirements for our consent to such transfer, or if you seek to effect a transaction on terms and conditions, or to any person or entity, other than as set forth in the offer disclosed to us by you, then the proposed transaction shall be deemed withdrawn, and all of the provisions of this Section shall again become fully applicable, as if such transaction had not been proposed. If we do not exercise our right of first right-of-first-refusal, you or the person or entity involved your owner may complete the sale to such purchaser pursuant to and on the purchaser under the exact terms of the offer such offer, subject to our consent to the transfer under Section 14.2(b)conditions provided in this Agreement, but if the sale to the purchaser is not completed within one hundred twenty (120) days after receipt of the offer by us, or provided that if there is a material change in the terms of the sale, we will have an additional right of first right-of-first-refusal for thirty (30) days on the same terms and conditions as were are applicable to the initial right of first right-of-first-refusal.
(b) If the transfer is a Franchise Agreement modification, we will not have any right of first refusal as provided in Section 14.4(a), unless the proposed transferee has a direct or indirect connection with any actual or potential competitor of us . Our rights under this or any of other Section may be assigned by us, in our franchiseessole and absolute discretion, to any person or entity we choose. However, written notification of this type of transfer must be provided to us by the transferor at least thirty (30) days before consummation of that transfer.74 YOUR INITIALS: __________ / __________
Appears in 1 contract
Our Right of First Refusal. (a) If you (or any other person or entity of your owners) at any time determines determine to sell sell, assign or transfer for consideration an interest in this Agreement and the Restaurant or an ownership interest in you, the Location Franchise you (or the Premises, you such owner) agree to immediately obtain a bona fide, executed written offer and exxxxxx money deposit (in the amount of 5% or more of the offering price) from a responsible and fully disclosed offeror (including lists of the owners of record and all beneficial owners of any corporate or limited liability company offeror and all general and limited partners of any partnership offeror and, in the case of a publicly-held corporation or limited partnership, copies of the most current annual and quarterly reports and Form 10K) and within 5 days of receipt submit to us a true and complete copy of the offer (and any proposed ancillary agreements). The offer must apply only to an interest in you, the Location Franchise or the Premises. It must not include the purchase of any of your other property or rights (or those of your shareholder, partner, or member), but if the offeror proposes to buy any other of your property or rights (or those of a shareholder, partner or member) under a separate, contemporaneous such offer, which includes details of the price payment terms of the proposed sale and the sources and terms of purchase offered to you (or to your shareholder, partner or member) any financing for the interest in you, the Franchise or the Premises will reflect the bona fide price offered and will not reflect any value for any other property or rightsproposed purchase price. To be a valid, bona fide offer, the proposed purchase price must be denominated in a dollar amount amount. The offer must apply only to an interest in you or in this Agreement and the proposed buyer Restaurant and may not include an offer to purchase any of your (or your owners’) other property or rights. However, if the offeror proposes to buy any other property or rights from you (or your owners) under a separate, contemporaneous offer, such separate, contemporaneous offer must submit with its offer an earnest money deposit equal be disclosed to five percent us, and the price and terms of purchase offered to you (0%or your owners) xx more of for the offering priceinterest in you or in this Agreement and the Restaurant must reflect the bona fide price offered and not reflect any value for any other property or rights. We will have the right, exercisable by written notice delivered to you, you or your selling owner(s) within 30 days from the person or entity involved, within thirty (30) days after receipt date of the delivery to us of both an exact copy of the offersuch offer and all other information we request, to purchase the such interest for the price and on the terms and conditions contained in the such offer, but provided that:
(a) we may substitute cash, a cash equivalent or marketable securities of equal value for any form of payment proposed in the offer. Our such offer (with a discounted amount if an interest rate will be charged on any deferred payments);
(b) our credit will be deemed equal to the credit of any proposed purchaser, and ;
(c) we will have not less than sixty (60) 30 days after giving notice of our election to purchase to prepare for closing. We will be ; and
(d) we are entitled to purchase the interest subject receive, and you and your owners agree to make, all customary representations and warranties given by the seller of the assets of a business or voting the capital stock of an incorporated business, as applicable, including including, without limitation, representations and warranties as to ownership, to:
(e) ownership and condition of and title to stock or other forms of ownership interest and/or assets, ;
(f) liens and encumbrances relating to the stock or other ownership interest and/or assets, ; and
(g) validity of contracts, contracts and the liabilities, contingent or otherwise, of any the corporation whose stock is being purchased. If we exercise our right of first refusal, you and your selling owner(s) agree that, for a period of 2 years commencing on the date of the closing, you and they will be bound by the non-competition covenant contained within this Agreement. You and your selling owner(s) further agree that you and they will, during this same time period, abide by the restrictions of this Agreement. If we do not exercise our right of first refusal, you or the person or entity involved your owners may complete the sale to such purchaser pursuant to and on the purchaser under the exact terms of the offer such offer, subject to our consent to approval of the transfer under Section 14.2(b)transfer, but provided that, if the sale to the such purchaser is not completed within one hundred twenty (120) 120 days after receipt delivery of the such offer by to us, or if there is a material change in the terms of the salesale (which you agree promptly to communicate to us), we will have an additional right of first refusal for thirty (30during the 30 day period following either the expiration of such 120 day period or notice to us of the material change(s) days in the terms of the sale, either on the same terms as were applicable to originally offered or the initial right of first refusalmodified terms, at our option.
(b) If the transfer is a Franchise Agreement modification, we will not have any right of first refusal as provided in Section 14.4(a), unless the proposed transferee has a direct or indirect connection with any actual or potential competitor of us or any of our franchisees. However, written notification of this type of transfer must be provided to us by the transferor at least thirty (30) days before consummation of that transfer.
Appears in 1 contract
Our Right of First Refusal. (a) If you (or any other person or entity of your owners) at any time determines determine to sell sell, assign or transfer for consideration an interest in this Agreement and the Restaurant or an ownership interest in you, the Location Franchise you (or the Premises, you such owner) agree to immediately obtain a bona fide, executed written offer and xxxxxxx money deposit (in the amount of 5% or more of the offering price) from a responsible and fully disclosed offeror (including lists of the owners of record and all beneficial owners of any corporate or limited liability company offeror and all general and limited partners of any partnership offeror and, in the case of a publicly-held corporation or limited partnership, copies of the most current annual and quarterly reports and Form 10K) and within 5 days of receipt submit to us a true and complete copy of the offer (and any proposed ancillary agreements). The offer must apply only to an interest in you, the Location Franchise or the Premises. It must not include the purchase of any of your other property or rights (or those of your shareholder, partner, or member), but if the offeror proposes to buy any other of your property or rights (or those of a shareholder, partner or member) under a separate, contemporaneous such offer, which includes details of the price payment terms of the proposed sale and the sources and terms of purchase offered to you (or to your shareholder, partner or member) any financing for the interest in you, the Franchise or the Premises will reflect the bona fide price offered and will not reflect any value for any other property or rightsproposed purchase price. To be a valid, bona fide offer, the proposed purchase price must be denominated in a dollar amount amount. The offer must apply only to an interest in you or in this Agreement and the proposed buyer Restaurant and may not include an offer to purchase any of your (or your owners’) other property or rights. However, if the offeror proposes to buy any other property or rights from you (or your owners) under a separate, contemporaneous offer, such separate, contemporaneous offer must submit with its offer an earnest money deposit equal be disclosed to five percent us, and the price and terms of purchase offered to you (0%or your owners) xx more of for the offering priceinterest in you or in this Agreement and the Restaurant must reflect the bona fide price offered and not reflect any value for any other property or rights. We will have the right, exercisable by written notice delivered to you, you or your selling owner(s) within 30 days from the person or entity involved, within thirty (30) days after receipt date of the delivery to us of both an exact copy of the offersuch offer and all other information we request, to purchase the such interest for the price and on the terms and conditions contained in the such offer, but provided that:
(a) we may substitute cash, a cash equivalent or marketable securities of equal value for any form of payment proposed in the offer. Our such offer (with a discounted amount if an interest rate will be charged on any deferred payments);
(b) our credit will be deemed equal to the credit of any proposed purchaser, and ;
(c) we will have not less than sixty (60) 30 days after giving notice of our election to purchase to prepare for closing. We will be ; and
(d) we are entitled to purchase the interest subject receive, and you and your owners agree to make, all customary representations and warranties given by the seller of the assets of a business or voting the capital stock of an incorporated business, as applicable, including including, without limitation, representations and warranties as to ownership, to:
(e) ownership and condition of and title to stock or other forms of ownership interest and/or assets, ;
(f) liens and encumbrances relating to the stock or other ownership interest and/or assets, ; and
(g) validity of contracts, contracts and the liabilities, contingent or otherwise, of any the corporation whose stock is being purchased. If we exercise our right of first refusal, you and your selling owner(s) agree that, for a period of 2 years commencing on the date of the closing, you and they will be bound by the non-competition covenant contained within this Agreement. You and your selling owner(s) further agree that you and they will, during this same time period, abide by the restrictions of this Agreement. If we do not exercise our right of first refusal, you or the person or entity involved your owners may complete the sale to such purchaser pursuant to and on the purchaser under the exact terms of the offer such offer, subject to our consent to approval of the transfer under Section 14.2(b)transfer, but provided that, if the sale to the such purchaser is not completed within one hundred twenty (120) 120 days after receipt delivery of the such offer by to us, or if there is a material change in the terms of the salesale (which you agree promptly to communicate to us), we will have an additional right of first refusal for thirty (30during the 30 day period following either the expiration of such 120 day period or notice to us of the material change(s) days in the terms of the sale, either on the same terms as were applicable to originally offered or the initial right of first refusalmodified terms, at our option.
(b) If the transfer is a Franchise Agreement modification, we will not have any right of first refusal as provided in Section 14.4(a), unless the proposed transferee has a direct or indirect connection with any actual or potential competitor of us or any of our franchisees. However, written notification of this type of transfer must be provided to us by the transferor at least thirty (30) days before consummation of that transfer.
Appears in 1 contract
Samples: Franchise Agreement
Our Right of First Refusal. (a) If you (or any other person or entity of your owners) at any time determines determine to sell sell, assign or transfer for consideration an interest in this Agreement and the FACILITY or an ownership interest in you, the Location Franchise you (or the Premises, you your owner) agree to obtain a bona fide, executed written offer and xxxxxxx money deposit (in the amount of five percent (5%) or more of the offering price) from a responsible and fully disclosed offeror (including lists of the owners of record and beneficially of any corporate or limited liability company offeror and all general and limited partners of any partnership offeror and, in the case of a publicly-held corporation or limited partnership, copies of the most current annual and quarterly reports and Form 10K) and immediately submit to us a true and complete copy of the offer (and any proposed ancillary agreements). The offer must apply only to an interest in you, the Location Franchise or the Premises. It must not include the purchase of any of your other property or rights (or those of your shareholder, partner, or member), but if the offeror proposes to buy any other of your property or rights (or those of a shareholder, partner or member) under a separate, contemporaneous offer, which includes details of the price payment terms of the proposed sale and the sources and terms of purchase offered to you (or to your shareholder, partner or member) any financing for the interest in you, the Franchise or the Premises will reflect the bona fide price offered and will not reflect any value for any other property or rightsproposed purchase price. To be a valid, bona fide offer, the proposed purchase price must be denominated in a dollar amount amount. The offer must apply only to an interest in you or in this Agreement and the proposed buyer FACILITY and may not include an offer to purchase any of your (or your owners') other property or rights. However, if the offeror proposes to buy any other property or rights from you (or your owners) under a separate, contemporaneous offer, that separate, contemporaneous offer must submit with its offer an earnest money deposit equal be disclosed to five percent us, and the price and terms of purchase offered to you (0%or your owners) xx more of for the offering priceinterest in you or in this Agreement and the FACILITY must reflect the bona fide price offered for it and not reflect any value for any other property or rights. We will have the rightmay, exercisable by written notice delivered to you, you or the person or entity involved, your selling owner(s) within thirty (30) days after receipt of the we receive both an exact copy of the offeroffer and all other information we request, elect to purchase the interest for the price and on the terms and conditions contained in the offer, but provided that:
(1) we may substitute cash, a cash equivalent or marketable securities of equal value for any form of payment proposed in the offer. Our ;
(2) our credit will be deemed equal to the credit of any proposed purchaser, and ;
(3) we will have not less than sixty (60) days after giving notice of our election to purchase to prepare for closing. We will be entitled ; and
(4) we must receive, and you and your owners agree to purchase the interest subject to make, all customary representations and warranties given by the seller of the assets of a business or voting the capital stock of an incorporated businessor other forms of ownership interest in a legal entity, as applicable, including including, without limitation, representations and warranties as to ownership, to:
(a) ownership and condition of and title to stock or other forms of ownership interest and/or assets, ;
(b) liens and encumbrances relating to the stock or other forms of ownership interest and/or assets, ; and
(c) validity of contracts, contracts and the liabilities, contingent or otherwise, of any the corporation whose stock is ownership interests are being purchased. If we exercise our right of first refusal, you and your selling owner(s) agree that, for a period of two (2) years commencing on the date of the closing, you and they will be bound by the noncompetition covenant contained in Section 14.D. below, although this noncompetition covenant does not apply to other Cookie System Facilities that you or your owners operate under a license agreement with us. You and your selling owner(s) further agree that you and they will, during this same time period, abide by the restrictions of Section 11.C.(11) of this Agreement. If we do not exercise our right of first refusal, you or the person or entity involved your owners may complete the sale to the purchaser under on the exact terms of the offer original offer, subject to our consent to approval of the transfer under Section 14.2(b)as provided in Paragraphs B and C of this Section, but provided that, if the sale to the purchaser is not completed within one hundred twenty sixty (12060) days after receipt of we receive the offer by usoffer, or if there is a material change in the terms of the salesale (which you agree promptly to communicate to us), we will have an additional right of first refusal for during the thirty (30) days day period following either the expiration of the sixty (60) day period or notice to us of the material change(s) in the terms of the sale, either on the same terms as were applicable to originally offered or the initial right of first refusalmodified terms, at our option.
(b) If the transfer is a Franchise Agreement modification, we will not have any right of first refusal as provided in Section 14.4(a), unless the proposed transferee has a direct or indirect connection with any actual or potential competitor of us or any of our franchisees. However, written notification of this type of transfer must be provided to us by the transferor at least thirty (30) days before consummation of that transfer.
Appears in 1 contract
Our Right of First Refusal. (a) If you (or any other person or entity of your owners) at any time determines determine to sell sell, assign or transfer for consideration an interest in this Agreement and the WOB Store or an ownership interest in you, the Location Franchise you (or the Premises, you such owner) agree to obtain a bona fide, executed written offer and xxxxxxx money deposit (in the amount of 5% or more of the offering price) from a responsible and fully disclosed offeror (including lists of the owners of record and all beneficial owners of any corporate or limited liability company offeror and all general and limited partners of any partnership offeror) and immediately submit to us a true and complete copy of the offer (and any proposed ancillary agreements). The offer must apply only to an interest in you, the Location Franchise or the Premises. It must not include the purchase of any of your other property or rights (or those of your shareholder, partner, or member), but if the offeror proposes to buy any other of your property or rights (or those of a shareholder, partner or member) under a separate, contemporaneous such offer, which includes details of the price payment terms of the proposed sale and the sources and terms of purchase offered to you (or to your shareholder, partner or member) any financing for the interest in you, the Franchise or the Premises will reflect the bona fide price offered and will not reflect any value for any other property or rightsproposed purchase price. To be a valid, bona fide offer, the proposed purchase price must be denominated in a dollar amount amount. The offer must apply only to an interest in you or in this Agreement and the proposed buyer WOB Store and may not include an offer to purchase any of your (or your owners') other property or rights. However, if the offeror proposes to buy any other property or rights from you (or your owners) under a separate, contemporaneous offer, such separate, contemporaneous offer must submit with its offer an earnest money deposit equal be disclosed to five percent us, and the price and terms of purchase offered to you (0%or your owners) xx more of for the offering priceinterest in you or in this Agreement and the WOB Store must reflect the bona fide price offered and not reflect any value for any other property or rights. We will have the right, exercisable by written notice delivered to you, you or your selling owner(s) within 30 days from the person or entity involved, within thirty (30) days after receipt date of the delivery to us of both an exact copy of the offersuch offer and all other information we request, to purchase the such interest for the price and on the terms and conditions contained in the such offer, but provided that:
(a) we may substitute cash, a cash equivalent or marketable securities of equal value for any form of payment proposed in the offer. Our such offer (with a discounted amount if an interest rate will be charged on any deferred payments);
(b) our credit will be deemed equal to the credit of any proposed purchaser, and ;
(c) we will have not less than sixty (60) 60 days after giving notice of our election to purchase to prepare for closing. We will be ; and
(d) we are entitled to purchase the interest subject receive, and you and your owners agree to make, all customary representations and warranties given by the seller of the assets of a business or voting the capital stock of an incorporated business, as applicable, including including, without limitation, representations and warranties as to ownership, to:
(i) ownership and condition of and title to stock or other forms of ownership interest and/or assets, ;
(ii) liens and encumbrances relating to the stock or other ownership interest and/or assets, ; and
(iii) validity of contracts, contracts and the liabilities, contingent or otherwise, of any the corporation whose stock is being purchased. If we exercise our right of first refusal, you and your selling owner(s) agree that, for a period of 2 years commencing on the date of the closing, you and they will be bound by the post-term competitive restrictions otherwise described in this Agreement. If we do not exercise our right of first refusal, you or the person or entity involved your owners may complete the sale to such purchaser pursuant to and on the purchaser under the exact terms of the offer such offer, subject to our consent to approval of the transfer under Section 14.2(b)as otherwise provided in this Agreement, but provided that, if the sale to the such purchaser is not completed within one hundred twenty (120) 120 days after receipt delivery of the such offer by to us, or if there is a material change in the terms of the salesale (which you agree promptly to communicate to us), we will have an additional right of first refusal for thirty (30during the 30 day period following either the expiration of such 120 day period or notice to us of the material change(s) days in the terms of the sale, either on the same terms as were applicable to originally offered or the initial right of first refusalmodified terms, at our option.
(b) If the transfer is a Franchise Agreement modification, we will not have any right of first refusal as provided in Section 14.4(a), unless the proposed transferee has a direct or indirect connection with any actual or potential competitor of us or any of our franchisees. However, written notification of this type of transfer must be provided to us by the transferor at least thirty (30) days before consummation of that transfer.
Appears in 1 contract
Our Right of First Refusal. (a) If you (or any other person or entity of your owners) at any time determines determine to sell sell, assign or transfer for consideration an interest in this Agreement and the STORE or an ownership interest in you (other than to another owner of you, the Location Franchise or the Premises), you (or such owner) agree to obtain a bona fide arms length, executed written offer and xxxxxxx money deposit (in the amount of five percent (5%) or more of the offering price) from a responsible and fully disclosed offeror (including lists of the owners of record and beneficially of any corporate or limited liability company offeror and all general and limited partners of any partnership offeror and, in the case of a publicly-held corporation or limited partnership, copies of the most current annual and quarterly reports and Form 10K) and immediately submit to us a true and complete copy of the offer (and any proposed ancillary agreements). The offer must apply only to an interest in you, the Location Franchise or the Premises. It must not include the purchase of any of your other property or rights (or those of your shareholder, partner, or member), but if the offeror proposes to buy any other of your property or rights (or those of a shareholder, partner or member) under a separate, contemporaneous such offer, which includes details of the price payment terms of the proposed sale and the sources and terms of purchase offered to you (or to your shareholder, partner or member) any financing for the interest in you, the Franchise or the Premises will reflect the bona fide price offered and will not reflect any value for any other property or rightsproposed purchase price. To be a valid, bona fide offer, the proposed purchase price must be denominated in a dollar amount amount. The offer must apply only to an interest in you or in this Agreement and the proposed buyer STORE although the offer may include any other KRISPY KREME STORES in which you or any of your owners have a beneficial interest and any rights you or any of your owners have in any Development Agreement with us, and may not include an offer to purchase any of your (or your owners') other property or rights. However, if the offeror proposes to buy any other property or rights from you (or your owners) under a separate, contemporaneous offer, such separate, contemporaneous offer must submit with its offer an earnest money deposit equal be disclosed to five percent us, and the price and terms of purchase offered to you (0%or your owners) xx more of for the offering priceinterest in you or in this Agreement and the STORE must reflect the bona fide price offered therefor and not reflect any value for any other property or rights. We will have the right, exercisable by written notice delivered to you, you or the person or entity involved, your selling owner(s) within thirty (30) days after receipt from the date of the delivery to us of both an exact copy of the offersuch offer and all other information we request, to purchase the such interest for the price and on the terms and conditions contained in the such offer, but provided that:
(1) we may substitute cash, a cash equivalent or marketable securities of equal value for any form of payment proposed in the such offer. Our ;
(2) our credit will be deemed equal to the credit of any proposed purchaser, and ;
(3) we will have not less than at least sixty (60) days after giving notice of our election to purchase to prepare for closing. We will be ; <PAGE> 32
(4) we are entitled to purchase the interest subject receive, and you and your owners agree to make, all customary representations and warranties given by the seller of the assets of a business or voting the capital stock of an incorporated business, as applicable, including including, without limitation, representations and warranties as to ownership, to:
(a) ownership and condition of and title to stock or other forms of ownership interest and/or assets, ;
(b) liens and encumbrances relating to the stock or other ownership interest and/or assets, ; and
(c) validity of contracts, contracts and the liabilities, contingent or otherwise, of any the corporation or limited liability company whose stock or other ownership interest is being purchased. If we exercise our right of first refusal, you and your selling owner(s) agree that, for a period of two (2) years commencing on the date of the closing, you and your selling owners will be bound by the noncompetition covenant contained in Section 15.D. hereof. You and your selling owner(s) further agree that you and they will, during this same time period, abide by the restrictions of Section 12.C.(10) of this Agreement. If we do not exercise our right of first refusal, you or the person or entity involved your owners may complete the sale to such purchaser pursuant to and on the purchaser under the exact terms of the offer such offer, subject to our consent to approval of the transfer under Section 14.2(b)as provided in Subsections B and C of this Section, but provided that, if the sale to the such purchaser is not completed within one hundred twenty (120) days after receipt delivery of the such offer by to us, or if there is a material change in the terms of the salesale (which you agree promptly to communicate to us), we will have an additional right of first refusal during the thirty (30) day period following either the expiration of such one hundred twenty (120) day period or notice to us of the material change(s) in the terms of the sale, either on the terms originally offered or the modified terms, at our option. Notwithstanding the foregoing, if you determine to make a transfer of the STORE or of this Agreement, you may submit an offer to us to purchase your interest in the STORE or this Agreement. The purchase price may apply only to an interest that is permitted to be transferred under this Agreement, may not include the purchase of any other property or rights of you (or your Owner(s)) and the price and terms of purchase offered to us must reflect a bona fide price and may not reflect any value for any other property or rights. We will have the right, exercisable by written notice delivered to you (or your Owner(s)) within sixty (60) days from the date of receipt by us of your written offer, to purchase such interest for the price and on the terms and conditions contained in such offer and we will have not less than ninety (90) days from your receipt of such notice to prepare for closing. We shall also be entitled to all customary representations and warranties described in this Section 9.G. If we do not exercise our right to purchase, you (or your Owner(s)) may make this offer to a third party, subject to approval by us, provided that the sale must be on comparable terms as those offered to us but at a price equal or greater to the price offered to us and provided that if the sale to such purchaser is not completed <PAGE> 33 within one hundred twenty (120) days after receipt of such offer by us or there is a change in the terms of sale, we will again have a right to purchase for thirty (30) days as set forth in this Agreement on the same modified or initial terms as were applicable to the initial right and conditions of first refusal.
(b) If sale. Section G above shall not apply if the transfer is among Owners, employees or immediate family members of your Owners; or constitutes a Franchise Agreement modification, we will transfer of less than ten percent (10%) interest in you as long as such transfer in conjunction with transfers during the Development Term and then-contemplated transfers does not have any right of first refusal as provided constitute a transfer equal to or greater than twenty percent (20%) interest in Section 14.4(a), unless the proposed transferee has a direct or indirect connection with any actual or potential competitor of us or any of our franchisees. However, written notification of this type of transfer must be provided to us by the transferor at least thirty (30) days before consummation of that transfer.you
Appears in 1 contract
Samples: Franchise Agreement
Our Right of First Refusal. (a) If you (or any other person or entity of your owners) at any time determines determine to sell sell, assign or transfer for consideration an interest in this Agreement and the WOB Tavern or an ownership interest in you, the Location Franchise you (or the Premises, you such owner) agree to obtain a bona fide, executed written offer and xxxxxxx money deposit (in the amount of 5% or more of the offering price) from a responsible and fully disclosed offeror (including lists of the owners of record and all beneficial owners of any corporate or limited liability company offeror and all general and limited partners of any partnership offeror) and immediately submit to us a true and complete copy of the offer (and any proposed ancillary agreements). The offer must apply only to an interest in you, the Location Franchise or the Premises. It must not include the purchase of any of your other property or rights (or those of your shareholder, partner, or member), but if the offeror proposes to buy any other of your property or rights (or those of a shareholder, partner or member) under a separate, contemporaneous such offer, which includes details of the price payment terms of the proposed sale and the sources and terms of purchase offered to you (or to your shareholder, partner or member) any financing for the interest in you, the Franchise or the Premises will reflect the bona fide price offered and will not reflect any value for any other property or rightsproposed purchase price. To be a valid, bona fide offer, the proposed purchase price must be denominated in a dollar amount amount. The offer must apply only to an interest in you or in this Agreement and the proposed buyer WOB Tavern and may not include an offer to purchase any of your (or your owners') other property or rights. However, if the offeror proposes to buy any other property or rights from you (or your owners) under a separate, contemporaneous offer, such separate, contemporaneous offer must submit with its offer an earnest money deposit equal be disclosed to five percent us, and the price and terms of purchase offered to you (0%or your owners) xx more of for the offering priceinterest in you or in this Agreement and the WOB Tavern must reflect the bona fide price offered and not reflect any value for any other property or rights. We will have the right, exercisable by written notice delivered to you, you or your selling owner(s) within 30 days from the person or entity involved, within thirty (30) days after receipt date of the delivery to us of both an exact copy of the offersuch offer and all other information we request, to purchase the such interest for the price and on the terms and conditions contained in the such offer, but provided that:
(a) we may substitute cash, a cash equivalent or marketable securities of equal value for any form of payment proposed in the offer. Our such offer (with a discounted amount if an interest rate will be charged on any deferred payments);
(b) our credit will be deemed equal to the credit of any proposed purchaser, and ;
(c) we will have not less than sixty (60) 60 days after giving notice of our election to purchase to prepare for closing. We will be ; and
(d) we are entitled to purchase the interest subject receive, and you and your owners agree to make, all customary representations and warranties given by the seller of the assets of a business or voting the capital stock of an incorporated business, as applicable, including including, without limitation, representations and warranties as to ownership, to:
(i) ownership and condition of and title to stock or other forms of ownership interest and/or assets, ;
(ii) liens and encumbrances relating to the stock or other ownership interest and/or assets, ; and
(iii) validity of contracts, contracts and the liabilities, contingent or otherwise, of any the corporation whose stock is being purchased. If we exercise our right of first refusal, you and your selling owner(s) agree that, for a period of 2 years commencing on the date of the closing, you and they will be bound by the post-term competitive restrictions otherwise described in this Agreement. If we do not exercise our right of first refusal, you or the person or entity involved your owners may complete the sale to such purchaser pursuant to and on the purchaser under the exact terms of the offer such offer, subject to our consent to approval of the transfer under Section 14.2(b)as otherwise provided in this Agreement, but provided that, if the sale to the such purchaser is not completed within one hundred twenty (120) 120 days after receipt delivery of the such offer by to us, or if there is a material change in the terms of the salesale (which you agree promptly to communicate to us), we will have an additional right of first refusal for thirty (30during the 30 day period following either the expiration of such 120 day period or notice to us of the material change(s) days in the terms of the sale, either on the same terms as were applicable to originally offered or the initial right of first refusalmodified terms, at our option.
(b) If the transfer is a Franchise Agreement modification, we will not have any right of first refusal as provided in Section 14.4(a), unless the proposed transferee has a direct or indirect connection with any actual or potential competitor of us or any of our franchisees. However, written notification of this type of transfer must be provided to us by the transferor at least thirty (30) days before consummation of that transfer.
Appears in 1 contract
Our Right of First Refusal. (a) If you, an owner with actual management control of the FACILITY’s operation, or the owner of a controlling ownership interest in you or any other person or entity in an Entity that owns a controlling ownership interest in you at any time determines to sell or transfer for consideration an interest in youthis Agreement and the FACILITY, or a controlling ownership interest in you or in the Location Franchise Entity that owns a controlling ownership interest in you (except to or the Premisesamong your current owners or between a current owner and his or her immediate family member, which are not subject to this Subsection), in a transaction that otherwise would be allowed under Subsections 12.B. and C above, you (or your owners) agree to immediately submit to us obtain from a responsible and fully disclosed buyer, and send us, a true and complete copy of the a bona fide, executed written offer (which may include a letter of intent) relating exclusively to an interest in you (or in the Entity that owns a controlling ownership interest in you) or in this Agreement and any proposed ancillary agreements)the FACILITY. The offer must apply only to an interest in you, include details of the Location Franchise or proposed sale’s payment terms and the Premises. It must not include the purchase of any of your other property or rights (or those of your shareholder, partner, or member), but if the offeror proposes to buy any other of your property or rights (or those of a shareholder, partner or member) under a separate, contemporaneous offer, the price sources and terms of purchase offered to you (or to your shareholder, partner or member) any financing for the interest in you, the Franchise or the Premises will reflect the bona fide price offered and will not reflect any value for any other property or rightsproposed purchase price. To be a valid, bona fide offer, the proposed purchase price must be in a dollar amount amount, and the proposed buyer must submit with its offer an earnest xxxxxxx money deposit equal to five percent (05%) xx or more of the offering price. The right of first refusal process will not be triggered by a proposed transfer that would not be allowed under Subsections B and C above and therefore may not proceed. We may require you (or your owners) to send us copies of any materials or information sent to the proposed buyer or transferee regarding the possible transaction. We have the unrestricted right to assign this right of first refusal to a third party, who then will have the rightrights described in this Subsection. We may, exercisable by written notice delivered to you, you or the person or entity involved, your selling owner(s) within thirty (30) days after receipt of the we receive both an exact copy of the offeroffer and all other information we request, elect to purchase the interest offered for the price and on the terms and conditions contained in the offer, but provided that:
(1) we may substitute cash, a cash equivalent or marketable securities of equal value for any form of payment proposed in the offer. Our offer (such as ownership interests in a privately-held Entity);
(2) our (or our designee’s) credit will be deemed equal to the credit of any proposed purchaserbuyer (meaning that, and if the proposed consideration includes promissory notes, we or our designee may provide promissory notes with the same terms as those offered by the proposed buyer);
(3) we will have not less than sixty (60) additional days to prepare for closing. We will be entitled close the transaction after notifying you of our election to purchase the interest subject purchase;
(4) we must receive, and you and your owners agree to make, all customary representations and warranties given by the seller of the assets of a business or voting stock of the ownership interests in an incorporated businessEntity, as applicable, including including, without limitation, representations and warranties as to ownership, regarding:
(a) ownership and condition of and title to stock ownership interests and/or assets, ;
(b) liens and encumbrances relating to the stock ownership interests and/or assets, ; and
(c) validity of contracts, contracts and the liabilities, contingent or otherwise, of the Entity whose assets or ownership interests are being purchased; and
(5) if the price offered to you or your selling owner(s) for the interest proposed to be transferred includes all or a portion of the transfer fee referenced in Subsection 12.C.(7) above, we or our designee may reduce the purchase price we must pay (if we exercise the right of first refusal) by the amount of that transfer fee (or portion of the transfer fee). Once you or your selling owner(s) submits the offer and related information to us triggering the start of the thirty (30) day decision-period referenced above, the offer is irrevocable for that thirty (30) day period. This means that we have the full thirty (30) day period to decide whether to exercise the right of first refusal and may choose to do so even if you or your selling owner(s) changes your, his, her, or its mind during that period and prefers after all not to sell the particular interest that is the subject of the offer. You and your selling owner(s) may not withdraw or revoke your offer for any corporation whose stock is purchasedreason during the thirty (30) day period, and we (or our designee) may exercise the right to purchase the particular interest in accordance with the terms of this Subsection. If we exercise our right of first refusal, you and your selling owner(s) agree that, for two (2) years beginning on the closing date, you and they will be bound by the non-competition covenant contained in Subsection 15.D. below. If we do not exercise our right of first refusal, you or the person or entity involved your owners may complete the sale to the purchaser under proposed buyer on the terms of the offer subject to our consent to original offer’s terms, but only if we otherwise approve the transfer under Section 14.2(bin accordance with, and you (and your owners) and the transferee comply with the conditions in, Subsections B and C above. This means that, even if we do not exercise our right of first refusal (whether or not it is properly triggered as provided above), but if the proposed transfer otherwise would not be allowed under Subsections B and C above, you (or your owners) may not move forward with the transfer at all. If you do not complete the sale to the purchaser is not completed proposed buyer within one hundred twenty sixty (12060) days after receipt we notify you that we do not intend to exercise our right of the offer by usfirst refusal, or if there is a material change in the terms of the salesale (which you agree to tell us promptly), we or our designee will have an additional right of first refusal for during the thirty (30) days day period following either the expiration of the sixty (60) day period or our receipt of notice of the material change(s) in the sale’s terms, either on the same terms as were applicable to originally offered or the initial right of first refusalmodified terms, at our or our designee’s option.
(b) If the transfer is a Franchise Agreement modification, we will not have any right of first refusal as provided in Section 14.4(a), unless the proposed transferee has a direct or indirect connection with any actual or potential competitor of us or any of our franchisees. However, written notification of this type of transfer must be provided to us by the transferor at least thirty (30) days before consummation of that transfer.
Appears in 1 contract
Samples: Franchise Agreement (Longfoot Communications Corp.)
