Termination of Franchise Agreements Sample Clauses

Termination of Franchise Agreements. A franchisor may not, directly or through any officer, agent or employee, terminate, cancel or fail to renew a franchise agreement, except for good cause. For purposes of this section, "good cause " includes, but is not limited to: A. With respect to franchise agreements in which the franchisor leases real property and improvements to the franchisee: (1) The sale or lease of the real property and improvements by the franchisor to other than a subsidiary or affiliate of the franchisor for any use; (2) The sale or lease of the real property and improvements to a subsidiary or affiliate of the franchisor for a purpose other than the wholesale distribution or the retail sale of motor fuels; (3) The conversion of the real property and improvements to a use other than the wholesale distribution or the retail sale of motor fuels; or (4) The lawful termination of lease, license or other nonownership under which the franchisor is entitled to possession or control of the real property and improvements; [PL 2013, c. 219, §5 (AMD).] B. Mutual agreement of the franchisor and franchisee to terminate, cancel or not renew the franchise agreement; [PL 2013, c. 219, §5 (AMD).] C. Criminal misconduct or a violation of law relating to the business or premises of the franchisee; [PL 2013, c. 219, §5 (AMD).] X. Xxxxx, which includes but is not limited to the following: (1) Adulteration of the franchisor's products; (2) Commingling of funds; (3) Misleading consumers or misbranding gasoline; (4) Trademark violations; (5) Intentionally overcharging or deceiving customers as to repairs that are not needed; and (6) Intentionally deceiving the franchisor regarding a term of the term of the lease; [PL 2013, c. 219, §5 (AMD).] E. Failure of the franchisee to open for business for 5 consecutive days, exclusive of holidays and reasonable vacation and sick days; [PL 2013, c. 219, §5 (AMD).] F. Bankruptcy or insolvency of the franchisee; [PL 2013, c. 219, §5 (AMD).] G. Nonpayment of rent or loss by the franchisor of its legal right to grant possession of leased premises to the franchisee; [PL 2013, c. 219, §5 (AMD).] H. Public condemnation or other public taking; and [PL 2013, c. 219, §5 (AMD).] I. Substantial noncompliance with the obligations of the franchise agreement. [PL 1975, c. 623, §6-D (NEW).] [PL 2013, c. 219, §5 (AMD).]
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Termination of Franchise Agreements. Patriot shall use its reasonable best efforts to obtain all necessary consents and approvals required in order to permit the termination of the Exhibit A Hotel Franchise Agreements (and the existing related owner's agreements). All such Exhibit A Hotel Franchise Agreements (and the existing related owner's agreements) with respect to which the necessary consents and approvals have been obtained by Patriot shall be terminated on the dates set forth on Exhibit A; provided, however, that prior to such termination such Franchise Agreements shall be held by Patriot as franchisee thereunder, and the corresponding hotel shall be managed by an Affiliate of Patriot. In connection with any such termination, Patriot and its Affiliates shall fully and timely "de-identify" each of the relevant Exhibit A Hotels as Marriott hotels, and all amounts payable by Interstate, Patriot, Wyndham or any Affiliate thereof under any existing Exhibit A Hotel Franchise Agreement (subject to Section 3.1.3) shall be paid to Marriott on or prior to the termination date of the relevant Exhibit A Hotel Franchise Agreement or within fifteen (15) days after the date of any subsequent invoice. Until such termination, each such Exhibit A Hotel Franchise Agreement (and the existing related owner's agreement) shall continue in full force and effect, and the franchisee thereunder shall be obligated to continue to make all payments to Marriott or its Affiliates and otherwise to continue to perform all of its obligations under such Franchise Agreement, and the franchisor thereunder shall continue to perform all of its obligations under such Franchise Agreement. Until any such Exhibit A Hotel Franchise Agreement is terminated or expires, such agreement shall be subject to Section 12 hereof. The parties agree that effective upon the Merger, each Exhibit A Hotel Franchise Agreement for which the relevant consents referred to on Schedule 6.2.6 have been obtained is hereby amended so that there are no restrictions on Patriot or the Primary Manager from developing, owning, franchising or operating other hotels within a designated area around the relevant Exhibit A Hotel.
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Termination of Franchise Agreements. The Purchaser and the Vendor agree to use all reasonable commercial efforts to terminate the two franchise agreements referred to in Schedule E between the Corporation and each of the Franchisees in their entirety effective prior to or at the Time of Closing, such that upon the termination of such franchise agreements the Corporation will no longer have any obligations to the Franchisees except as contemplated below. In connection with such efforts and notwithstanding any other provision of this Agreement, the Purchaser and the Vendor agree that in consideration for terminating the franchise agreements the Purchaser and the Corporation will offer (a) to provide the Franchisees with the source codes for the computer systems software previously furnished by the Corporation to the Franchisees, (b) to eliminate the royalty payable to the Corporation under the franchise agreements, (c) to participate with the Franchisees in future joint business opportunities where it is commercially reasonable for the Corporation to do so, and (d) in the case of the London, Ontario franchise, not to compete with the relevant Franchisee within a twenty-five mile radius of the City of London, and, in the case of the Nova Scotia franchise, not to compete with the relevant Franchisee in the Province of Nova Scotia. The Purchaser and the Vendor acknowledge and agree that if the franchise agreements are terminated as aforesaid the condition precedent to closing contained in subsection 4.1.7 shall be deemed to have been satisfied.
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Termination of Franchise Agreements. If Franchisee fails to make payments as described in Section 5(A) or to enter into an LOI as described in Section 5(B), then all Franchise Agreements identified in Exhibit A, Table 3 will terminate immediately, with no opportunity to cure, upon Franchisee's receipt of notice of termination from Franchisor. If Franchisee makes the payments describe in Section 5(A), but fails to enter into purchase agreements with Proposed Buyers for the transfer of one or more of the existing Franchised Restaurants by the Purchase Agreement Date as described in Section 6 above, then any Franchise Agreements which are not subject to transfer under a purchase agreement by the Purchase Agreement Date will terminate immediately, with no opportunity to cure, upon Franchisee's receipt of notice of termination from Franchisor. If Franchisee makes the payments described in Section 5(A) but fails to close the transaction for the sale of each of the Franchised Restaurants covered by a purchase agreement by the Closing Date as described in Section 6 above, then the Franchise Agreements related to the unsold Franchised Restaurants will terminate immediately, with no opportunity to cure, upon Franchisee's receipt of notice of termination from Franchisor. If Franchisee enters into an LOI as described in Section 5(B) but fails to close the transaction in accordance with Section 5(B) on or before the Franchisor Closing Date, than all Franchise Agreements identified in Exhibit A, Table 3 will terminate immediately, with no opportunity to cure, upon Franchisee's receipt of notice of termination from Franchisor. If at any time there exists a breach under any Franchise Agreements or other agreements between Franchisor or its affiliates and Franchisee or Guarantor, or under this Agreement, than all Franchise Agreements not previously transferred to terminated will terminate immediately, with no opportunity to cure, upon Franchisee's receipt of notice of termination from Franchisor. Notwithstanding anything in this Section 8 to the contrary, then-existing amounts due and all other amounts owed to Franchisor or its affiliates by the Franchisee or Guarantor which have accrued after the Effective Date shall be immediately due and payable. Franchisee, Guarantor and Dixi acknowledge and agree that, to the extent any Franchise Agreement grants Franchisee any opportunity to cure certain defaults thereunder, the Franchise Agreement is modified to be consistent with the terms of this Agreement.
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Termination of Franchise Agreements. PURCHASER HEREBY AGREES THAT THE FRANCHISE AGREEMENTS TERMINATE UPON THE CLOSING, AND SHALL HAVE NO FURTHER FORCE OR EFFECT. SUBJECT TO THE CLOSING AND SUCH TERMINATION, EACH PARTY HERETO WAIVES ANY REQUIREMENT OF NOTICE OF TERMINATION, AND, SUBJECT TO SECTION 14.01 HEREOF, PURCHASER AND SELLERS HEREBY RELEASE, DISCHARGE AND FOREVER HOLD HARMLESS THE OTHER, OF AND FROM, ANY CAUSE OF ACTION, CLAIM OR SUIT ARISING FROM OR IN ANY MANNER CONNECTED TO THE FRANCHISE AGREEMENTS AND SELLERS AND PURCHASER HEREBY FURTHER COVENANT AND AGREE THAT ALL RIGHT, TITLE AND INTEREST IN AND TO THE PURCHASER'S INTELLECTUAL PROPERTY LICENSED TO SELLERS BY PURCHASER RESIDE WITH PURCHASER AND SELLERS HEREBY WARRANT AND REPRESENT THAT NO PROPRIETARY CLAIM WILL BE MADE BY SELLERS WITH RESPECT TO SUCH INTELLECTUAL PROPERTY OF PURCHASER.
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Termination of Franchise Agreements. The DSS Franchise Agreement and the DSI Franchise Agreement are hereby terminated and of no further force or effect, effective as of the date of this Agreement.
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Termination of Franchise Agreements. As of the Effective Date, the Parties hereby agree that effective as of the Effective Date, the Franchise Agreements, along with any addendums, amendments, exhibits, security agreements related to the Franchise Agreements, and all of the Parties’ rights and obligations thereunder, shall be terminated and of no further force and effect subject to the following: All obligations imposed upon Franchisee under this Termination and Release, and the Franchise Agreements that survive the termination, expiration or transfer of the Agreement, including but not limited to the “Post-Termination Obligations” and the “Survival Provisions” (without limitation Section 16 of the Franchise Agreements), shall survive and Franchisee agrees to comply with all such Post-Termination Obligations and Survival Provisions as applicable to each in accordance with the terms of the Franchise Agreements notwithstanding its termination. Notwithstanding the foregoing, the Post-Termination Obligations and Survival Provisions related to competition or covenants not-to-compete, shall not be enforced by Franchisor (excepting any usage of Trade Secrets, Confidential Information or the Marks as defined in the Franchise Agreements).
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Related to Termination of Franchise Agreements

  • Termination of Master Lease If the Sublessor terminates their tenancy in the Premises under the Master Lease, the Sublessee agrees that if the Master Lease is terminated for any reason, this Agreement will terminate as of the same date.

  • Termination of Agreements (a) Except as set forth in Section 2.7(b), in furtherance of the releases and other provisions of Section 4.1, each of UTC, Carrier and Otis and each member of their respective Groups hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among a Party and/or any member of such Party’s Group, on the one hand, and another Party and/or any member of such other Party’s Group, on the other hand, effective as of the applicable Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof that purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.7(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii); (iii) any agreements, arrangements, commitments or understandings to which any Third Party is a party thereto (including any Shared Contracts); (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of UTC, Carrier or Xxxx, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (vi) any agreements for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior to the Effective Time. (c) All of the intercompany accounts receivable and accounts payable between any member of a Party’s Group, on the one hand, and any member of another Party’s Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated in a manner as determined by UTC in its sole and absolute discretion (acting in good faith).

  • Termination of License Agreement This Agreement will terminate automatically in the event that the License Agreement is terminated, provided that prior to such termination of this Agreement becoming effective, the Parties shall cooperate to wind down the activities being conducted hereunder as set forth in Section 15.5(b).

  • Termination of Agreement If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5 or Section 9(a)(i) hereof, the Company shall reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.

  • Termination of Existing Tax Sharing Agreements Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of the Closing Date. After such date neither the Company nor any of its Representatives shall have any further rights or liabilities thereunder.

  • Termination of Existing Agreements Any previous employment agreement between Executive on the one hand and Employer or any of Employer’s Affiliates (as hereinafter defined) on the other hand is hereby terminated.

  • Termination of Management Agreement Evidence of the termination of any and all management agreements affecting the Property, effective as of the Closing Date, and duly executed by Seller and the property manager.

  • Termination of Other Agreements This Agreement sets forth the entire understanding of the parties hereto with respect to the Option and Option Shares, and supercedes all prior arrangements or understandings among the parties regarding such matters.

  • Transition of Registry upon Termination of Agreement Upon expiration of the Term pursuant to Section 4.1 or Section 4.2 or any termination of this Agreement pursuant to Section 4.3 or Section 4.4, Registry Operator shall provide ICANN or any successor registry operator that may be designated by ICANN for the TLD in accordance with this Section 4.5 with all data (including the data escrowed in accordance with Section 2.3) regarding operations of the registry for the TLD necessary to maintain operations and registry functions that may be reasonably requested by ICANN or such successor registry operator. After consultation with Registry Operator, ICANN shall determine whether or not to transition operation of the TLD to a successor registry operator in its sole discretion and in conformance with the Registry Transition Process; provided, however, that (i) ICANN will take into consideration any intellectual property rights of Registry Operator (as communicated to ICANN by Registry Operator) in determining whether to transition operation of the TLD to a successor registry operator and (ii) if Registry Operator demonstrates to ICANN’s reasonable satisfaction that (A) all domain name registrations in the TLD are registered to, and maintained by, Registry Operator or its Affiliates for their exclusive use, (B) Registry Operator does not sell, distribute or transfer control or use of any registrations in the TLD to any third party that is not an Affiliate of Registry Operator, and (C) transitioning operation of the TLD is not necessary to protect the public interest, then ICANN may not transition operation of the TLD to a successor registry operator upon the expiration or termination of this Agreement without the consent of Registry Operator (which shall not be unreasonably withheld, conditioned or delayed). For the avoidance of doubt, the foregoing sentence shall not prohibit ICANN from delegating the TLD pursuant to a future application process for the delegation of top-­‐level domains, subject to any processes and objection procedures instituted by ICANN in connection with such application process intended to protect the rights of third parties. Registry Operator agrees that ICANN may make any changes it deems necessary to the IANA database for DNS and WHOIS records with respect to the TLD in the event of a transition of the TLD pursuant to this Section 4.5. In addition, ICANN or its designee shall retain and may enforce its rights under the Continued Operations Instrument for the maintenance and operation of the TLD, regardless of the reason for termination or expiration of this Agreement.

  • Termination of Agreement; Survival (a) The Underwriters may terminate their obligations under this Agreement, by notice to the Depositor, at any time at or prior to the Closing Date (i) if there has been, since the date of this Agreement or since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Depositor, Xxxxx Fargo Bank or any other Mortgage Loan Seller whether or not arising in the ordinary course of business, (ii) if there has occurred any outbreak of hostilities or escalation thereof or other calamity or crisis the effect of which is such as to make it, in the reasonable judgment of any Underwriter, impracticable or inadvisable to market the Registered Certificates or to enforce contracts for the sale of the Registered Certificates, (iii) if trading in any securities of the Depositor or of Xxxxx Fargo Bank has been suspended or limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or on the NASDAQ National Market or the over the counter market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, (iv) if a banking moratorium has been declared by either federal or New York authorities, or (v) if a material disruption in securities settlement, payments or clearance services in the United States or other relevant jurisdiction shall have occurred and be continuing on the Closing Date, or the effect of which is such as to make it, in the reasonable judgment of such Underwriter, impractical to market the Registered Certificates or to enforce contracts for the sale of the Registered Certificates. (b) If this Agreement is terminated pursuant to this Section 12, such termination shall be without liability of any party to any other party, except as provided in Section 11 or Section 12(c) hereof. (c) The provisions of Section 5(e) hereof regarding the payment of costs and expenses and the provisions of Sections 8 and 9 hereof shall survive the termination of this Agreement, whether such termination is pursuant to this Section 12 or otherwise.

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