Sublicensee Eligibility Guidelines Sample Clauses

Sublicensee Eligibility Guidelines. (a) In addition to the requirements set forth in Section 7.1, (x) prior to granting any franchise to any prospective Branded Franchisee, (y) prior to executing any Broker Affiliate Agreement with any prospective Branded Broker Affiliate and (z) prior to any Owned Office being branded with any Licensed ▇▇▇▇ (including pursuant to any sublicense), Licensee, in determining whether to make such grant or effect such branding, shall take into account the guidelines set forth in clauses (i) and (ii) below (the “Guidelines”). Determinations as to whether the Guidelines have been satisfied shall be made by Licensee, in their good faith business judgment, based on such available data as Licensee reasonably deems appropriate. The Guidelines apply to offices of Branded Franchisees, Branded Broker Affiliates and Branded Owned Offices on a company-by-company basis rather than on an office-by-office basis, so that multiple offices operated by a single Person are tested as a whole. Once a Branded ▇▇▇▇▇▇▇▇▇▇, Branded Broker Affiliate or Branded Owned Office has satisfied the Guidelines it shall be deemed to have satisfied the Guidelines for the term of the License Agreement. The parties acknowledge that the Owned Offices of Buyer and its Subsidiaries and the Pre-Existing Broker Affiliates satisfy the Guidelines for the term of this Agreement. Notwithstanding the foregoing, in connection with any exercise of the Option, the Guidelines shall not apply to any prospective Branded Franchisee, Branded Broker Affiliate and Branded Owned Office located outside of the United States, which Branded Franchisee, Branded Broker Affiliate and Branded Owned Office shall be chosen in Licensee’s sole discretion, provided that, with respect to any Branded Franchisee located outside of the United States, Licensee grants the Branded Franchises pursuant to a master franchisee agreement with a master franchisor the material terms of which master franchise agreement have been presented to Licensor, and such materials terms and such master franchisor are acceptable to Licensor as indicated by it in writing (such approval not to be unreasonably withheld). A prospective Branded Franchisee, Branded Broker Affiliate or Branded Owned Office shall satisfy the Guidelines if: (i) it satisfies any one of the following guidelines for the geographic area (as determined by Licensee) to be covered (the “Covered Geographic Area”) by the prospective Branded Franchisee, Branded Broker Affiliate or Branded Owned O...