Registration and Disclosure Compliance. All of -------------------------------------- the area franchises, individual franchises, and licenses of the Renters Choice Entities have been sold in material compliance with applicable foreign, federal, state, and/or local franchise disclosure and registration requirements. As a result, (i) each prospective area franchisee, individual franchisee, and, if applicable, licensee was provided with any required FOC at the earlier of (A) the first personal face-to-face meeting between the applicable Renters Choice Entity and the then prospect for the purposes of discussing the acquisition of an area franchise, individual franchise, or, if applicable, license, (B) at least ten business days before the execution of any agreement with the applicable Renters Choice Entity or the payment of any funds to the applicable Renters Choice Entity by the prospective area franchisee, individual franchisee, or, if applicable, licensee, or (C) within any other minimum time period imposed by law; (ii) at least five business days before execution of any agreements with the Renters Choice Entities, each prospective area franchisee, individual franchisee, and, if applicable, licensee was provided with a completed execution copy of the applicable Renters Choice Entity's area franchise agreement, individual franchise agreement, or, if applicable, license agreement, respectively, together with any related documents (e.g., spousal consent form, phone transfer agreement, software license, security agreement, equipment lease, national account agreement) with all pertinent specific information for such prospective area franchisee, individual franchisee, or, if applicable, licensee set forth in those agreements and documents; (iii) each FOC provided to a prospective area franchisee individual franchisee, or, if applicable, licensee complied in all material respects at the time of the delivery of such FOC with applicable foreign, federal, state, and/or local laws regarding such franchise offering circulars; (iv) each of the Renters Choice Entities' required FOCs were either properly registered with appropriate franchise regulatory authorities, covered by a proper notice filing with appropriate franchise regulatory authorities, or qualified for an exemption from such registration or notice filing requirements; (v) each of the Renters Choice Entities' offerings were, where applicable, either properly registered with appropriate business opportunity sales authorities or qualified for an exemption from such registration requirements; (vi) the Renters Choice Entities obtained signed acknowledgments of receipt for the delivery of each FOC to prospective area franchisees, individual franchisees, and, if applicable, licensees; (vii) to the extent that any of the Renters Choice Entities may have experienced lapses in one or more jurisdictions for its registrations for area franchise offerings, individual franchise offerings, and/or, if applicable, license offerings, the applicable Renters Choice Entity did not offer or sell during the period of any such lapses any such area franchises, individual franchises, or, if applicable, licenses for franchises (A) in those jurisdictions, (B) to be operated outside those jurisdictions by residents of those jurisdictions, or (C) the sale of which might otherwise have triggered the application of the franchise registration laws of those jurisdictions during the periods of any such lapse; (viii) to the extent required by foreign, federal, state, and/or local law, the Renters Choice Entities have complied with all applicable franchise advertising filing requirements; (ix) to the best of its knowledge, the Renters Choice Entities are not aware of any instances in which any of their employees, sales agents, or sales brokers for area franchises, individual franchises, or, if applicable, licenses provided information to prospective area franchisees, individual franchisees, or, if applicable, individual licensees, that materially differed from the information contained in the FOCs provided to such prospects (including but not limited to "earnings claim" information); (x) where required, the Renters Choice Entities properly filed with appropriate franchise regulatory authorities amendments to their FOCs to reflect any material changes or developments in the applicable Renters Choice Entity's franchise system, agreements, operations, financial condition, litigation or other matters requiring disclosure; (xi) where required, the Renters Choice Entities complied with foreign, federal, state, and/or local laws (including in particular those of California and North Dakota) requiring registration, disclosure, and/or other compliance activities associated with any "material modifications" made to the applicable Renters Choice Entity's then current area franchises, individual franchises, or, if applicable, licenses; and (xii) the Renters Choice Entities properly and timely converted the format of their FOCs from the prior format prescribed by the Uniform Franchise Offering Circular guidelines to the so-called "plain English" guidelines currently in effect for FOCs prepared in accordance with Uniform Franchise Offering Circular guidelines.
Appears in 1 contract
Samples: Stock Purchase Agreement (Apollo Investment Fund Iv Lp)
Registration and Disclosure Compliance. All of -------------------------------------- the area franchises, individual franchises, and licenses Except as set forth in Section 3.24(c) of the Renters Choice Entities Company Disclosure Letter, all of the currently effective Franchises of the Franchisor have been sold in material compliance with applicable foreign, federal, state, and/or local franchise disclosure and registration requirements. As a result,, except as set forth in Section 3.24(c) of the Company Disclosure Letter, as to each current franchisee, sale, and to the extent required by applicable law:
(i) each prospective area franchisee, individual franchisee, and, if applicable, licensee franchisee was provided with any required FOC at the earlier of (A) the first personal face-to-face meeting between the in accordance with applicable Renters Choice Entity and the then prospect for the purposes of discussing the acquisition of an area franchise, individual franchise, or, if applicable, license, (B) at least ten business days before the execution of any agreement with the applicable Renters Choice Entity or the payment of any funds to the applicable Renters Choice Entity by the prospective area franchisee, individual franchisee, or, if applicable, licensee, or (C) within any other minimum time period imposed by law;
(ii) to the Company's knowledge, at least five (5) business days before execution of any franchise agreements with the Renters Choice EntitiesFranchisor governed by U.S. law, each prospective area franchisee, individual franchisee, and, if applicable, licensee franchisee was provided with a completed execution copy of the applicable Renters Choice EntityFranchisor's area franchise agreement, individual franchise agreement, or, if applicable, license agreement, respectively, together with any related documents (e.g., spousal consent form, phone transfer agreement, software license, security agreement, equipment lease, national account agreement) with all pertinent specific information for such prospective area franchisee, individual franchisee, or, if applicable, licensee franchisee set forth in those agreements and documents;
(iii) each FOC provided to a prospective area franchisee individual franchisee, or, if applicable, licensee complied in all material respects at the time of the delivery of such FOC with applicable foreign, federal, state, and/or local laws regarding such franchise offering circulars;
(iv) each of the Renters Choice Entities' Franchisor's required FOCs were either properly registered with appropriate franchise regulatory authorities, covered by a proper notice filing with appropriate franchise regulatory authorities, or qualified for an exemption from such registration or notice filing requirements;
(v) each of the Renters Choice Entities' Franchisor's offerings were, where applicable, either properly registered with appropriate business opportunity sales authorities or qualified for an exemption from such registration requirements;
(vi) the Renters Choice Entities Franchisor obtained signed acknowledgments of receipt for the delivery of each FOC to prospective area franchisees, individual franchisees, and, if applicable, licensees;
(vii) to the extent that any of the Renters Choice Entities Franchisor may have experienced lapses in one or more jurisdictions for its registrations for area franchise offerings, individual franchise offerings, and/or, if applicable, license offerings, the applicable Renters Choice Entity Franchisor did not offer or sell during the period of any such lapses any such area franchises, individual franchises, or, if applicable, licenses for franchises (A) in those jurisdictions, (B) to be operated outside those jurisdictions by residents of those jurisdictions, or (C) the sale of which might otherwise have triggered the application of the franchise registration laws of those jurisdictions during the periods of any such lapse;
(viii) to the extent required by foreign, federal, state, and/or local law, the Renters Choice Entities have Franchisor has substantially complied with all applicable franchise advertising advertising, and franchise sales broker filing requirements;
(ix) neither the Franchisor nor, to the best knowledge of its knowledgethe Company, the Renters Choice Entities are not aware of after reasonable inquiry, any instances in which area franchisor or any of their employees, sales agents, or sales brokers for area franchises, individual franchises, or, if applicable, licenses licenses, have provided information to prospective area franchisees, individual franchisees, or, if applicable, individual licensees, Franchisees that materially differed differs from the information contained in the FOCs provided to such prospects (including but not limited to "earnings claim" information);
(x) where required, the Renters Choice Entities properly filed Franchisor has substantially complied with the requirements of appropriate franchise regulatory authorities by filing amendments to their its FOCs to reflect any material changes or developments in the applicable Renters Choice EntityFranchisor's franchise system, agreements, operations, financial condition, litigation or other matters requiring disclosure;; and
(xi) where required, required the Renters Choice Entities Franchisor materially complied with foreign, federal, state, and/or local laws (including in particular those of California and North Dakota) requiring registration, disclosure, and/or other compliance activities associated with any "material modifications" made to the applicable Renters Choice EntityFranchisor's then current area franchises, individual franchises, or, if applicable, licenses; and
(xii) the Renters Choice Entities properly and timely converted the format of their FOCs from the prior format prescribed by the Uniform Franchise Offering Circular guidelines to the so-called "plain English" guidelines currently in effect for FOCs prepared in accordance with Uniform Franchise Offering Circular guidelines.
Appears in 1 contract
Registration and Disclosure Compliance. All of -------------------------------------- the area franchises, individual franchises, and licenses of the Renters Choice Entities Company have been sold in material compliance with applicable foreign, federal, state, and/or local franchise disclosure and registration requirements. As a result,
(iA) each prospective area franchisee, individual franchisee, and, if applicable, licensee was provided with any required FOC at the earlier of (A1) the first personal face-to-face meeting between the applicable Renters Choice Entity Company and the then prospect for the purposes of discussing the acquisition of an area franchise, individual franchise, or, if applicable, license, (B2) at least ten business days before the execution of any agreement with the applicable Renters Choice Entity Company or the payment of any funds to the applicable Renters Choice Entity Company by the prospective area franchisee, individual franchisee, or, if applicable, licensee, or (C3) within any other minimum time period imposed by law;
(iiB) at least five business days before execution of any agreements with the Renters Choice EntitiesCompany, each prospective area franchisee, individual franchisee, and, if applicable, licensee was provided with a completed execution copy of the applicable Renters Choice EntityCompany's area franchise agreement, individual franchise agreement, or, if applicable, license agreement, respectively, together with any related documents (e.g.E.G., spousal consent form, phone transfer agreement, software license, security agreement, equipment lease, national account agreement) with all pertinent specific information for such prospective area franchisee, individual franchisee, or, if applicable, licensee set forth in those agreements and documents;
(iiiC) each FOC provided to a prospective area franchisee franchisee, individual franchisee, or, if applicable, licensee complied in all material respects at the time of the delivery of such FOC with applicable foreign, federal, state, and/or local laws regarding such franchise offering circulars;
(ivD) each of the Renters Choice Entities' Company's required FOCs were either properly registered with appropriate franchise regulatory authorities, covered by a proper notice filing with appropriate franchise regulatory authorities, or qualified for an exemption from such registration or notice filing requirements;
(vE) each of the Renters Choice Entities' Company's offerings were, where applicable, either properly registered with appropriate business opportunity sales authorities or qualified for an exemption from such registration requirements;
(viF) the Renters Choice Entities Company obtained signed acknowledgments of receipt for the delivery of each FOC to prospective area franchisees, individual franchisees, and, if applicable, licensees;
(viiG) to the extent that any of the Renters Choice Entities Company may have experienced lapses in one or more jurisdictions for its registrations for area franchise offerings, individual franchise offerings, and/or, if applicable, license offerings, the applicable Renters Choice Entity Company did not offer or sell during the period of any such lapses any such area franchises, individual franchises, or, if applicable, licenses for franchises (A1) in those jurisdictions, (B2) to be operated outside those jurisdictions by residents of those jurisdictions, or (C3) the sale of which might otherwise have triggered the application of the franchise registration laws of those jurisdictions during the periods of any such lapse;
(viiiH) to the extent required by foreign, federal, state, and/or local law, the Renters Choice Entities have Company has complied with all applicable franchise advertising filing requirements;
(ixI) to the best of its knowledge, the Renters Choice Entities are Company is not aware of any instances in which any of their its employees, sales agents, or sales brokers for area franchises, individual franchises, or, if applicable, licenses provided information to prospective area franchisees, individual franchisees, or, if applicable, individual licensees, that materially differed from the information contained in the FOCs provided to such prospects (including but not limited to "earnings claim" information);
(xJ) where required, the Renters Choice Entities Company properly filed with appropriate franchise regulatory authorities amendments to their its FOCs to reflect any material changes or developments in the applicable Renters Choice EntityCompany's franchise system, agreements, operations, financial condition, litigation or other matters requiring disclosure;
(xiK) where required, the Renters Choice Entities Company complied with foreign, federal, state, and/or local laws (including in particular those of California and North Dakota) requiring registration, disclosure, and/or other compliance activities associated with any "material modifications" made to the applicable Renters Choice EntityCompany's then current area franchises, individual franchises, or, if applicable, licenses; and
(xiiL) the Renters Choice Entities Company properly and timely converted the format of their its FOCs from the prior format prescribed by the Uniform Franchise Offering Circular guidelines to the so-called "plain English" guidelines currently in effect for FOCs prepared in accordance with Uniform Franchise Offering Circular guidelines.
Appears in 1 contract
Samples: Merger Agreement (Mail Boxes Etc)
Registration and Disclosure Compliance. All of -------------------------------------- the area franchises, individual franchises, and licenses of the Renters Choice Entities Company have been sold in material compliance with applicable foreign, federal, state, and/or local franchise disclosure and registration requirements, except those set forth on Schedule 4.10(c). As a result,
(i) each prospective area franchisee, individual franchisee, and, if applicable, licensee was provided with any required FOC at the earlier of (A1) the first personal face-to-face meeting between the applicable Renters Choice Entity Company and the then prospect for the purposes of discussing the acquisition of an area franchise, individual a franchise, or, if applicable, license, (B2) at least ten business days before the execution of any agreement with the applicable Renters Choice Entity Company or the payment of any funds to the applicable Renters Choice Entity Company by the prospective area franchisee, individual franchisee, or, if applicable, licensee, or (C3) within any other minimum time period imposed by law;
(ii) at least five business days before execution of any agreements with the Renters Choice EntitiesCompany, each prospective area franchisee, individual franchisee, and, if applicable, licensee was provided with a completed execution copy of the applicable Renters Choice Entity's area franchise agreement, individual Company’s franchise agreement, or, if applicable, license agreement, respectively, together with any related documents (e.g., spousal consent form, phone transfer agreement, software license, security agreement, equipment lease, national account agreement) with all pertinent specific information for such prospective area franchisee, individual franchisee, or, if applicable, licensee set forth in those agreements and documents;
(iii) each FOC provided to a prospective area franchisee individual franchisee, or, if applicable, licensee complied in all material respects at the time of the delivery of such FOC with applicable foreign, federal, state, and/or local laws regarding such franchise offering circulars;
(iv) each of the Renters Choice Entities' Company’s required FOCs were either properly registered with appropriate franchise regulatory authorities, covered by a proper notice filing with appropriate franchise regulatory authorities, or qualified for an exemption from such registration or notice filing requirements;
(v) each of the Renters Choice Entities' Company’s offerings were, where applicable, either properly registered with appropriate business opportunity sales authorities or qualified for an exemption from such registration requirements;
(vi) the Renters Choice Entities Company obtained signed acknowledgments of receipt for the delivery of each FOC to prospective area franchisees, individual franchisees, and, if applicable, licensees;
(vii) to the extent that any of the Renters Choice Entities Company may have experienced lapses in one or more jurisdictions for its registrations for area franchise offerings, individual franchise offerings, and/or, if applicable, license offerings, the applicable Renters Choice Entity Company did not offer or sell during the period of any such lapses any such area franchises, individual franchises, or, if applicable, licenses for franchises (A1) in those jurisdictions, (B2) to be operated outside those jurisdictions by residents of those jurisdictions, or (C3) the sale of which might otherwise have triggered the application of the franchise registration laws of those jurisdictions during the periods of any such lapse;
(viii) to the extent required by foreign, federal, state, and/or local law, the Renters Choice Entities have Company has complied with all applicable franchise advertising filing requirements;
(ix) to the best of its knowledge, the Renters Choice Entities are Company is not aware of any instances in which any of their its employees, sales agents, or sales brokers for area franchises, individual franchises, or, if applicable, licenses provided information to prospective area franchisees, individual franchisees, or, if applicable, individual licensees, that materially differed from the information contained in the FOCs provided to such prospects (including but not limited to "“earnings claim" ” information);
(x) where required, the Renters Choice Entities Company properly filed with appropriate franchise regulatory authorities amendments to their its FOCs to reflect any material changes or developments in the applicable Renters Choice Entity's Company’s franchise system, agreements, operations, financial condition, litigation or other matters requiring disclosure;
(xi) where required, the Renters Choice Entities Company complied with foreign, federal, state, and/or local laws (including in particular those of California and North Dakota) requiring registration, disclosure, and/or other compliance activities associated with any "“material modifications" ” made to the applicable Renters Choice Entity's Company’s then current area franchises, individual franchises, or, if applicable, licenses; and
(xii) the Renters Choice Entities properly and timely converted the format of their FOCs from the prior format prescribed by the Uniform Franchise Offering Circular guidelines to the so-called "plain English" guidelines currently in effect for FOCs prepared in accordance with Uniform Franchise Offering Circular guidelines.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Nutri System Inc /De/)
Registration and Disclosure Compliance. All of -------------------------------------- the area -------------------------------------- franchises, individual franchises, and licenses of the Renters Choice Entities Company have been sold in material compliance with applicable foreign, federal, state, and/or local franchise disclosure and registration requirements. As a result,
(iA) each prospective area franchisee, individual franchisee, and, if applicable, licensee was provided with any required FOC at the earlier of (A1) the first personal face-to-face meeting between the applicable Renters Choice Entity Company and the then prospect for the purposes of discussing the acquisition of an area franchise, individual franchise, or, if applicable, license, (B2) at least ten business days before the execution of any agreement with the applicable Renters Choice Entity Company or the payment of any funds to the applicable Renters Choice Entity Company by the prospective area franchisee, individual franchisee, or, if applicable, licensee, or (C3) within any other minimum time period imposed by law;
(iiB) at least five business days before execution of any agreements with the Renters Choice EntitiesCompany, each prospective area franchisee, individual franchisee, and, if applicable, licensee was provided with a completed execution copy of the applicable Renters Choice EntityCompany's area franchise agreement, individual franchise agreement, or, if applicable, license agreement, respectively, together with any related documents (e.g., spousal consent form, phone transfer agreement, software license, security agreement, equipment lease, national account agreement) with all pertinent specific information for such prospective area franchisee, individual franchisee, or, if applicable, licensee set forth in those agreements and documents;
(iiiC) each FOC provided to a prospective area franchisee franchisee, individual franchisee, or, if applicable, licensee complied in all material respects at the time of the delivery of such FOC with applicable foreign, federal, state, and/or local laws regarding such franchise offering circulars;
(ivD) each of the Renters Choice Entities' Company's required FOCs were either properly registered with appropriate franchise regulatory authorities, covered by a proper notice filing with appropriate franchise regulatory authorities, or qualified for an exemption from such registration or notice filing requirements;
(vE) each of the Renters Choice Entities' Company's offerings were, where applicable, either properly registered with appropriate business opportunity sales authorities or qualified for an exemption from such registration requirements;
(viF) the Renters Choice Entities Company obtained signed acknowledgments of receipt for the delivery of each FOC to prospective area franchisees, individual franchisees, and, if applicable, licensees;
(viiG) to the extent that any of the Renters Choice Entities Company may have experienced lapses in one or more jurisdictions for its registrations for area franchise offerings, individual franchise offerings, and/or, if applicable, license offerings, the applicable Renters Choice Entity Company did not offer or sell during the period of any such lapses any such area franchises, individual franchises, or, if applicable, licenses for franchises (A1) in those jurisdictions, (B2) to be operated outside those jurisdictions by residents of those jurisdictions, or (C3) the sale of which might otherwise have triggered the application of the franchise registration laws of those jurisdictions during the periods of any such lapse;
(viiiH) to the extent required by foreign, federal, state, and/or local law, the Renters Choice Entities have Company has complied with all applicable franchise advertising filing requirements;
(ixI) to the best of its knowledge, the Renters Choice Entities are Company is not aware of any instances in which any of their its employees, sales agents, or sales brokers for area franchises, individual franchises, or, if applicable, licenses provided information to prospective area franchisees, individual franchisees, or, if applicable, individual licensees, that materially differed from the information contained in the FOCs provided to such prospects (including but not limited to "earnings claim" information);
(xJ) where required, the Renters Choice Entities Company properly filed with appropriate franchise regulatory authorities amendments to their its FOCs to reflect any material changes or developments in the applicable Renters Choice EntityCompany's franchise system, agreements, operations, financial condition, litigation or other matters requiring disclosure;
(xiK) where required, the Renters Choice Entities Company complied with foreign, federal, state, and/or local laws (including in particular those of California and North Dakota) requiring registration, disclosure, and/or other compliance activities associated with any "material modifications" made to the applicable Renters Choice EntityCompany's then current area franchises, individual franchises, or, if applicable, licenses; and
(xiiL) the Renters Choice Entities Company properly and timely converted the format of their its FOCs from the prior format prescribed by the Uniform Franchise Offering Circular guidelines to the so-called "plain English" guidelines currently in effect for FOCs prepared in accordance with Uniform Franchise Offering Circular guidelines.
Appears in 1 contract