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:
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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. 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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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. 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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Related to Termination of Franchise Agreements

  • 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, SpinCo and each member of the SpinCo Group, on the one hand, and Parent and each member of the Parent Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among SpinCo and/or any member of the SpinCo Group, on the one hand, and Parent and/or any member of the Parent Group, on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which 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.

  • 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 Lease Should Landlord elect to terminate this Lease pursuant to the provisions of Sections 24.1 (a) or (c) above, Landlord may recover from Tenant, as damages, the following: (a) The worth at the time of award of any unpaid rental which had been earned at the time of the termination, plus (b) the worth at the time of award of the amount by which the unpaid rental which would have been earned after termination until the time of award exceeds the amount of rental loss Tenant proves could have been reasonably avoided, plus (c) the worth at the time of award of the amount by which the unpaid rental for the balance of the Term after the time of award exceeds the amount of rental loss that Tenant proves could be reasonably avoided, plus (d) any other amounts necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure to perform its obligations under this Lease or which, in the ordinary course of things, would be likely to result therefrom including, but not limited to, any costs or expenses incurred by Landlord in (i) retaking possession of the Premises, including reasonable attorneys' fees therefor, (ii) maintaining or preserving the Premises after any default, (iii) preparing the Premises for reletting to a new tenant, including repairs or alterations to the Premises, (iv) leasing commissions, or (v) any other costs necessary or appropriate to relet the Premises, plus (e) at Landlord's election, any other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by the laws of the State of Nevada. As used in subparagraphs (a) and (b) above, the "worth at the time of award" is computed by allowing interest at the maximum lawful rate. As used in subparagraph (c) above, the "worth at the time of award" is computed by discounting such amount at the discount rate of the Federal Reserve Bank situated nearest to the location of the Shopping Center at the time of award plus one percent (1%).

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