Transfer by Developer. Developer understands and acknowledges that --------------------- the rights and duties set forth in this Agreement are personal to Developer, and that Franchisor has granted this Agreement in reliance on Developer's business skill and financial capacity. Accordingly, neither (i) Developer, nor (ii) any immediate or remote successor to Developer, nor (iii) any individual, partnership, corporation or other legal entity which directly or indirectly owns any interest in the Developer or in this Development Agreement, shall sell, assign, transfer, convey, donate, pledge, mortgage, or otherwise encumber any direct or indirect interest in this Agreement or in Developer without the prior written consent of Franchisor. Any purported assignment or transfer, by operation of law or otherwise, not having the written consent of Franchisor, shall be null and void, and shall constitute a material breach of this Agreement, for which Franchisor may then terminate without opportunity to cure pursuant to Section 5.03. of this Agreement. Notwithstanding anything in this Agreement to the contrary, Developer understands and acknowledges that individual development rights to obtain franchises to establish and operate Franchised Units may not be transferred except in connection with a transfer of this Development Agreement, together with all remaining development options due to be developed under this Agreement, in accordance with the conditions set forth herein.
Transfer by Developer. Developer understands and acknowledges that the rights and duties set forth in this Agreement are personal to Developer, and that Franchisor has granted this Agreement in reliance on Developer’s business skill and financial capacity. Accordingly, neither (i) Developer, nor (ii) any immediate or remote successor to Developer, nor (iii) any individual, partnership, corporation or other legal entity which directly or indirectly owns any interest in Developer or in this Agreement, shall sell, assign, transfer, convey, donate, pledge, mortgage, or otherwise encumber any direct or indirect interest in this Agreement or in Developer without the prior written consent of Franchisor, which consent may be withheld by Franchisor at its sole discretion. Any purported assignment or transfer, by operation of law or otherwise, not having the written consent of Franchisor as described above, shall be null and void, and shall constitute a material breach of this Agreement, for which Franchisor may then terminate without opportunity to cure pursuant to Section 5.03. of this Agreement. Developer understands and acknowledges that individual development rights to obtain franchises to establish and operate Franchised Units may not be transferred except in connection with an approved transfer of this Agreement, together with all remaining development options due to be developed under this Agreement, in accordance with the conditions set forth herein. Notwithstanding anything herein to the contrary, the owners of the direct or indirect equity interests in Developer may sell, assign, transfer, convey, donate, pledge, mortgage or otherwise encumber such interests (whether to each other or to individuals or entities that are not owners of direct or indirect equity interests in Developer as of the date of this Agreement), but subject to and only so long as the following requirements are fully satisfied:
(i) In the case of a transfer to a transferee that (A) is not Xxxx Xxxxxxxx or Xxxx Xxxxxx, and (B) owns direct or indirect equity interests in Developer as of the date of this Agreement, such transfer shall be permitted so long as (I) such transferee shall not at any time be involved in the day-to-day operations, management, or affairs of Developer, any parent entity of Developer, or any Franchised Unit, (II) such transferee shall not at any time have access to Franchisor’s confidential or proprietary information regarding the System, and (III) such transferee shall not at any time ha...
Transfer by Developer. 1. Area Developer understands and acknowledges that the rights and duties set forth in this Agreement are personal to Area Developer, and are granted in reliance on Area Developer’s business skill, financial capacity, and personal character. Accordingly, neither Area Developer nor any immediate or remote successor to any part of Area Developer’s interest in this Agreement nor any individual, partnership, corporation, or other legal entity, which directly or indirectly controls Area Developer shall sell, assign, transfer, convey or give away, any direct or indirect interest in Area Developer or in the development rights granted by this Agreement without the prior written consent of Franchisor. No partial assignments of this Agreement and/or the Development Area can be made by Area Developer. Any purported assignment or transfer, by operation of law or otherwise, not having the written consent of Franchisor shall be null and void and shall constitute a material breach of this Agreement, for which Franchisor may then terminate without opportunity to cure pursuant to Section VI.B. of this Agreement. The transfer restrictions described in this Section VII.B. shall apply to any sale, assignment, transfer, conveyance, or donation of any ownership interest in Area Developer (except for an Area Developer which is a corporation registered under the Securities and Exchange Act of 1934) by any holder of such interest to any party.
2. Franchisor shall not unreasonably withhold its consent to any such transfer; provided, however, that if a transfer, alone or together with other previous, simultaneous, or proposed transfers, would have the effect of transferring a controlling interest in Area Developer or in the development rights granted herein, Franchisor may, in its sole discretion, require as a condition of its approval that:
a. All of Area Developer’s accrued monetary obligations to Franchisor and all other outstanding obligations related to the terms and conditions under this Agreement shall have been satisfied;
b. Area Developer is not in default of any provision of this Agreement, any amendment hereof or successor hereto, or any other agreement between Area Developer and Franchisor, or its subsidiaries and affiliates;
c. The transferor shall have executed a general release under seal, in a form satisfactory to Franchisor, of any and all claims against Franchisor and its officers, directors, shareholders, and employees, in their corporate and individual capacities...
Transfer by Developer. Developer understands and acknowledges that the rights and duties set forth in this Agreement are unique to Developer, and that Franchisor has granted this Agreement in reliance on Developer's business skill and financial capacity. Accordingly, neither (i) Developer nor (ii) any immediate or remote successor to Developer, nor (iii) any individual, partnership, corporation or other legal entity which directly or indirectly owns any interest in Developer, or in this Development Agreement, shall sell, assign, transfer, convey, donate, pledge, mortgage, or otherwise encumber any rights or obligations under this Agreement, any direct or indirect interest in this Agreement, or in Developer without the prior written consent of Franchisor. Any purported assignment or transfer, by operation of law or otherwise, not having the prior written consent of Franchisor, shall be null and void, and shall constitute a material breach of this Agreement, for which Franchisor may then terminate without opportunity to cure pursuant to Section 9.03 of this Agreement.
Transfer by Developer. (a) Except as expressly provided herein, Developer shall not delegate (except to its agents, employees and Affiliates) or assign (whether directly or indirectly or by operation of law or otherwise) or attempt to delegate or assign its rights or obligations under this Agreement and any such act without Owner’s prior consent shall be void.
(b) Notwithstanding the foregoing provision of this Section 14.6, Developer shall have the right at any time and from time to time, on prior written notice to Owner, to assign this Agreement and Developer’s rights and obligations hereunder, to an Affiliate of Developer. In the event of a permitted assignment pursuant to this Section 14.6(b), Developer shall be relieved of its obligations under this Agreement that accrue from and after the date of such assignment.
Transfer by Developer. Developer understands, acknowledges and agrees (and hereby represents and warrants to Franchisor that its Owners understand and agree) that the rights and duties created by this Agreement are personal to Developer and its Owners and that a material cause for Franchisor's willingness to enter into this Agreement is its reliance upon the individual or collective character, skill, aptitude, business ability and financial capacity of Developer, its Owners and Persons that directly or indirectly have a Controlling Interest in Developer. Therefore, Developer agrees that:
(1) no Ownership Interest in Developer or in any Person that directly or indirectly holds a Controlling Interest in Developer;
(2) no obligations, rights or interest of Developer in (a) this Agreement, (b) any Ownership Interest in any Controlled Affiliate, or (c) all or substantially all of the assets of Developer; and
(3) no right to receive all or a portion of Developer's or any Developer Outlet's profits or losses or any capital appreciation relating to Developer or any Developer Outlet may be transferred without the prior written consent of Franchisor. A transfer of this Agreement may be made (subject to Franchisor's rights below) only with a transfer of all of Developer's rights and obligations under all Franchise Agreements signed by Developer and all Ownership Interests in all Controlled Affiliates held by Developer or any Owner of Developer. Any purported transfer in violation of this Section shall constitute a breach of this Agreement and shall convey to the transferee no rights or interests in the foregoing. As used in this Agreement, the term "transfer" shall include the following, whether voluntary or involuntary, conditional, direct or indirect: (1) assignment, sale, gift or pledge; (2) the grant of a mortgage, charge, lien or security interest, including the grant of a collateral assignment; (3) a merger, consolidation, exchange of shares or other Ownership Interests, issuance of additional Ownership Interests or securities representing or potentially representing Ownership Interests, or redemption of Ownership Interests; (4) a sale or exchange of voting interests or securities convertible to voting interests, or an agreement granting the right to exercise or control the exercise of the voting rights of any holder of Ownership Interests or to control the operations or affairs of Developer; and (5) except where specifically approved by Franchisor, a management agreement whereby Dev...
Transfer by Developer. 12.1.1. Prior to the issuance of a certificate of completion of construction, which for purposes of this Agreement shall be defined as substantial completion of the core and shell of the buildings, for both Building A and Building B, Developer shall not engage in any Transfer, except for a Transfer expressly permitted pursuant to Section 12.1.3 below, without the prior approval of the City, which approval may be granted or withheld in the City's sole discretion. Once a certificate of completion of construction has been issued for both Building A and Building B, Developer may engage in any Transfer with regard to Building A or Building B or the Property-Lot or Parcel for either without the consent of the City.
12.1.2. After a certificate of completion has been issued for both Building A and Building B, Developer shall not engage in any Transfer, except for a Transfer expressly permitted pursuant to Section 12.1.3 below, with regard to Building C, Building D or Building E or the Property-Lot or Parcel for those buildings without the prior approval of the City, which approval may be granted or withheld in the City's sole discretion, prior to issuance of a certificate of completion of construction for Building C, Building D or Building E. Once a certificate of completion has been issued for Building C, Building D, or Building E, the Developer may engage in any Transfer with regard to the building or buildings for which the certificate of completion of construction has been issued and the Property-Lot or Parcel for the building or buildings without the consent of the City.
12.1.3. Notwithstanding anything to the contrary in this Development Agreement, including, without limitation, the limitations in this Article 12, Xxxxxx may assign this Development Agreement or transfer fee title to the Property, without the City's consent, to any Affiliate. Xxxxxx shall give notice of any such assignment of this Development Agreement or transfer of fee title to the Property to an Affiliate, with a full description of the assignee or transferee and a copy of the assignment or grant deed executed by Xxxxxx and the assignee or tranferee, to the City within ten (10) business days after such assignment or transfer. Notwithstanding the provisions of Section 12.2 of this Development Agreement, no such assignment or transfer to an Affiliate shall release Xxxxxx from any obligation or liability under this Development Agreement.
Transfer by Developer. Developer understands and acknowledges that the rights and duties set forth in this Agreement are personal to Developer and that Champps has entered into this Agreement in reliance upon Developer's business skills, financial capacity and personal character. Accordingly, Developer shall not without the prior written consent of Champps, sell, assign, transfer, convey, donate, pledge, mortgage, or otherwise encumber this Agreement, any interest in this Agreement or any interest which, alone or together with other previous, simultaneous or contemplated transfers, would, or could by operation of law, result in a loss of control of Developer. These transactions shall be collectively referred to as "Transfers" in this Agreement. Any purported Transfer, by operation of law or otherwise, not having the prior written consent of Champps shall be null and void and shall constitute a material default by Developer, permitting Champps to terminate this Agreement, pursuant to Section 5. Champps acknowledges that Developer may incorporate one or more corporations to operate Champps Restaurants developed pursuant to this Agreement and that Developer contemplates transferring to one or more third parties up to an aggregate of 50% of the equity interests in each such operating company and Champps hereby consents to such transfers provided that Developer (i) continues to be the beneficial and actual owner of at least 50% of the equity interests in such operating company and (ii) retains at all times control of and operating responsibility with respect to each such restaurant.
Transfer by Developer. Developer understands and acknowledges that the rights and duties set forth in this Agreement are unique to DEVELOPER, and are granted in reliance upon the business skill, financial capacity and personal character of DEVELOPER and each of its Principal Owners. Therefore, neither DEVELOPER nor any immediate or remote successor to any part of DEVELOPER'S interest in this Agreement, nor any individual, partnership, corporation or other legal entity which directly or indirectly controls DEVELOPER, shall sell, assign, transfer, convey, sublease, pledge, mortgage or otherwise encumber the following without the prior written consent of FRANCHISOR:
9.1.1 any right or interest created by this Agreement, the Franchise Agreement or any Addenda thereto;
9.1.2 any of the FRANCHISED STORES, including any portion of the assets therein;
9.1.3 any of the ownership interests in DEVELOPER; or
Transfer by Developer. Except with the prior written consent of an authorized officer of Xxxxxxx, such consent not to be unreasonably withheld but may be withheld if Xxxxxxx determines such proposed transfer not to be in the best interest of the On The Border System, Developer shall not (1) assign or pledge this Agreement, or assign any of Developer's rights or delegate any of its duties hereunder; or (2) sell, assign, transfer, convey, give away, pledge, mortgage, or otherwise encumber any equity securities of Developer; or (3) sell, assign, transfer, convey or give away substantially all of the assets of Developer or any On The Border Restaurant.
