Common use of Transfer by Developer Clause in Contracts

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 have any ability to vote upon the day-to-day operations, management, or affairs of Developer or any parent entity of Developer (whether via such transferee's equity interests or otherwise; (ii) In the case of a transfer to a transferee that (A) is not Xxxx Xxxxxxxx or Xxxx Xxxxxx, and (B) does not own any direct or indirect equity interests in Developer as of the date of this Agreement, such transfer shall be permitted so long as after giving effect to such transfer, such transferee shall not own in the aggregate five percent (5%) or more of the outstanding direct or indirect equity interests in Developer; (iii) After giving effect to a transfer permitted under clause (i) or clause (ii) above, Xxxx Xxxxxxxx and Xxxx Xxxxxx (whether individually or collectively, and to the exclusion of any other third party) shall maintain the sole power to control and direct the day-to-day operations, management, and affairs of Developer, each parent entity of Developer, and each Franchised Unit; (iv) A transfer of direct or indirect equity interests in Developer to Xxxx Xxxxxxxx or Xxxx Xxxxxx shall be permitted; and (v) In the event of a transfer permitted under clause (i), clause (ii), or clause (iv) above, within the 15-day period immediately following any such transfer, Developer shall provide Franchisor with written notice of such transfer and, upon Franchisor’s request, copies of documentation evidencing such transfer.

Transfer by Developer. 7.2.1 Developer understands and acknowledges that the rights and duties set forth in this Agreement are personal unique to Developer, and that Franchisor has are granted this Agreement in reliance on the business skill, financial capacity, and personal character of Developer or Developer’s business skill and financial capacityowners. Accordingly, neither (i) Developer, Developer nor (ii) any immediate or remote successor to any part of Developer, ’s interest in this Agreement nor (iii) any individual, partnership, corporation corporation, limited liability company or other legal entity which directly or indirectly owns any interest in Developer controls Developer, shall transfer or in assign this Agreement, or shall sellsee, assign, transfer, convey, donate, pledge, mortgage, convey or otherwise encumber give away any direct or indirect interest in this Agreement Developer (including any direct or indirect interest in a corporate, partnership or limited liability company Developer), in Developer’s business, or in substantially all the assets of Developer, unless Developer without shall have first tendered to the Company the right of first refusal to acquire such interest in accordance with the provisions and other conditions set forth below, and then if the Company fails to exercise said right, only with the prior written consent of Franchisor, which the Company. The Company’s consent may shall not be withheld by Franchisor at its sole discretionunreasonably withheld. Any purported assignment or transfer, by operation of law or otherwise, not having the written consent of Franchisor as described abovethe Company, shall be null and void, void and shall constitute a material breach of this Agreementagreement, for which Franchisor the Company may then terminate this Agreement without opportunity to cure pursuant to Section 5.03. 6.2 of this Agreement. Developer understands and acknowledges that individual development rights . 7.2.2 The Company shall not unreasonably withhold its consent to obtain franchises to establish and operate Franchised Units may not be transferred except in connection with an approved a transfer of this Agreement, or a direct or indirect interest in Developer, or of Developer’s business, or of substantially all of the assets of Developer; provided, however, that if a transfer alone, or together with all remaining development options due to be developed under other previous, simultaneous, or proposed transfers, would have the effect of transferring this Agreement, a controlling interest in accordance with Developer or substantially all of Developer’s assets, the conditions set forth herein. Notwithstanding anything herein Company may, in its sole discretion, require as a condition of its approval that: 7.2.2.1 All of Developer’s accrued monetary obligations to the contrary, Company and its affiliates and all other outstanding obligations related to 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 terms and conditions under this Agreement), but subject to and only so long as the following requirements are fully Agreement shall have been satisfied: (i) In the case of a transfer to a transferee that (A) 7.2.2.2 Developer is not Xxxx Xxxxxxxx or Xxxx Xxxxxx, and (B) owns direct or indirect equity interests in Developer as default of the date any material provision 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, amendment hereof or affairs of Developer, any parent entity of Developersuccessor hereto, or any Franchised Unit, (II) such transferee shall not at any time have access to Franchisor’s confidential or proprietary information regarding other agreement between Developer and the System, and (III) such transferee shall not at any time have any ability to vote upon the day-to-day operations, managementCompany, or affairs of Developer or any parent entity of Developer (whether via such transferee's equity interests or otherwiseits subsidiaries and affiliates; (ii) In the case of a transfer to a transferee that (A) is not Xxxx Xxxxxxxx or Xxxx Xxxxxx, and (B) does not own any direct or indirect equity interests in Developer as of the date of this Agreement, such transfer shall be permitted so long as after giving effect to such transfer, such transferee shall not own in the aggregate five percent (5%) or more of the outstanding direct or indirect equity interests in Developer; (iii) After giving effect to a transfer permitted under clause (i) or clause (ii) above, Xxxx Xxxxxxxx and Xxxx Xxxxxx (whether individually or collectively, and to the exclusion of any other third party) shall maintain the sole power to control and direct the day-to-day operations, management, and affairs of Developer, each parent entity of Developer, and each Franchised Unit; (iv) A transfer of direct or indirect equity interests in Developer to Xxxx Xxxxxxxx or Xxxx Xxxxxx shall be permitted; and (v) In the event of a transfer permitted under clause (i), clause (ii), or clause (iv) above, within the 15-day period immediately following any such transfer, Developer shall provide Franchisor with written notice of such transfer and, upon Franchisor’s request, copies of documentation evidencing such transfer.

Transfer by Developer. Developer understands and acknowledges Developer’s Principals understand and acknowledge that the rights and duties set forth in this Development Agreement are personal to DeveloperDeveloper and are granted, and that Franchisor has granted this Agreement in part, in reliance on upon the skill, aptitude, business and financial capacity of Developer and Developer’s business skill Principals and financial capacitytheir intention of complying with its terms and conditions. AccordinglyTherefore, neither (i) if the Developer and/or Developer, nor (ii) any immediate or remote successor ’s Principals desire to Developer, nor (iii) any individual, partnership, corporation or other legal entity which directly or indirectly owns Transfer any interest in Developer to any individual or in this Agreemententity (including a trust), shall sell, assign, transfer, convey, donate, pledge, mortgage, or otherwise encumber any direct or indirect interest in this Agreement or in Developer without they must first obtain the prior written consent approval of Franchisor, which consent may be withheld . Any such attempted Transfer not approved 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 voidvoid from its purported inception. Prior to authorizing such Transfer, Franchisor may require, among other things, satisfaction of any or all of the following: (a) Developer shall be in full compliance with all of the terms and shall constitute a material breach conditions of this Agreement; (b) Developer and/or any Developer’s Principal shall remain liable for the performance of its obligations contained in this Agreement through the date of Transfer and shall execute all instruments reasonably requested by Developer to evidence such liability; (c) The transferee shall satisfy, in Franchisor’s judgment, Franchisor’s then existing criteria for which a developer including, without limitation: (i) education; (ii) business skill, experience and aptitude; (iii) character and reputation; and (iv) financial resources; (d) The transferee and all owners of any record or beneficial interest in the capital stock (or other interest) of transferee shall execute all instruments (including a new development agreement and guaranty) reasonably requested by Franchisor may then terminate without opportunity to cure pursuant to Section 5.03. evidence acceptance and assumption of all of the terms and conditions of this Agreement. Developer understands and acknowledges that individual Such new development rights to obtain franchises to establish and operate Franchised Units agreement may not be transferred except in connection with an approved transfer of contain terms materially different from 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 have any ability to vote upon the day-to-day operations, management, or affairs of Developer or any parent entity of Developer (whether via such transferee's equity interests or otherwise; (ii) In the case of a transfer to a transferee that (A) is not Xxxx Xxxxxxxx or Xxxx Xxxxxx, and (B) does not own any direct or indirect equity interests in Developer as of the date of this Agreement, such transfer shall be permitted so long as after giving effect to such transfer, such transferee shall not own in the aggregate five percent (5%) or more of the outstanding direct or indirect equity interests in Developer; (iii) After giving effect to a transfer permitted under clause (i) or clause (ii) above, Xxxx Xxxxxxxx and Xxxx Xxxxxx (whether individually or collectively, and to the exclusion of any other third party) shall maintain the sole power to control and direct the day-to-day operations, management, and affairs of Developer, each parent entity of Developer, and each Franchised Unit; (iv) A transfer of direct or indirect equity interests in Developer to Xxxx Xxxxxxxx or Xxxx Xxxxxx shall be permitted; and (ve) In the event of Developer pays a transfer permitted under clause fee equal to (i)) one half ( 1 /2) of the development fee contained herein, clause if the Developer does not have a majority Equity Interest (as reasonably determined by Franchisor) in the transferee or (ii) an amount equal to the reasonable costs incurred by Franchisor in connection with the Transfer among Developers principals, but in no event less than One Thousand and No/100 Dollars ($1,000.00). Developer and Developer’s Principals (if applicable) must have executed a general release, in a form satisfactory to Franchisor, of any and all claims against Franchisor, its affiliates, and the officers, directors, members, shareholders, partners, agents, representatives, independent contractors, servants and employees of each of them, in their corporate and individual capacities, including, without limitation, claims arising under this Agreement and any other agreement between Developer or clause (iv) above, within the 15-day period immediately following any such transfer, Developer shall provide Franchisor with written notice of such transfer and, upon Developer’s affiliates and Franchisor’s requestor any of its affiliates or under federal, copies state or local laws, rules, regulations or orders. Franchisor’s current form of documentation evidencing such transfer.general release is attached hereto as Attachment D. 12 Domestic Development Agreement

Transfer by Developer. (1) 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 such rights in reliance on Developer’s the business skill and skill, financial capacity, and personal character of Developer and any guarantor of Developer. Accordingly, neither (i) Developer nor any initial or subsequent successor or assign to any part of Developer's interest in this Agreement, nor (ii) any immediate or remote successor to Developer, nor (iii) any individual, partnership, corporation corporation, or other legal entity which directly or indirectly has or owns any interest in Developer this Agreement or in this Agreement, Developer shall sell, assign, transfer, convey, donategive away, pledge, mortgage, or otherwise encumber any direct or indirect interest in this Agreement or in Developer any entity which owns this Agreement without the prior written consent of Franchisor; provided, which however, that Franchisor's prior written consent may shall not be withheld by Franchisor at required for a transfer of less than a one per cent (1%) interest in a publicly-held corporation, and further, Franchisor's prior written consent for a Minority Interest Transfer (as hereinafter defined) shall be exclusively based upon the requirements enumerated in Section VIII.B.(3) hereof. A publicly-held corporation is a corporation having its sole discretionsecurities registered pursuant to Section 12 under the Securities Exchange Act of 1934, as amended, or a corporation subject to the reporting requirements of Section 15(d) under the Securities Exchange Act of 1934, as amended. Any purported assignment or transfer, by operation of law or otherwise, not having the written consent of Franchisor as described above, required by this Section VIII.B.(1) shall be null and void, void and shall constitute a material breach of this Agreement, for which . (2) Franchisor may then terminate without opportunity shall not unreasonably withhold its consent to cure pursuant to Section 5.03. a transfer of any interest in Developer or in this Agreement. Franchisor may, in its sole discretion, require any or all of the following as conditions of its approval: (a) All of Developer's accrued monetary obligations and all other outstanding obligations to Franchisor, its subsidiaries, and its affiliates shall have been satisfied; (b) Developer understands and acknowledges that individual development rights to obtain franchises to establish and operate Franchised Units may is not be transferred except in connection with an approved transfer default of any provision of this Agreement, together any amendment hereof or successor hereto, or any other agreement between Developer and Franchisor, or its subsidiaries and affiliates; (c) The transferor shall have executed a general release, 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, including, without limitation, claims arising under this Agreement and federal, state, and local laws, rules, and ordinances; (d) If the transferee is the Operating Principal or the Operating Designee, then the requirements of Section VI.B. (3) shall be satisfied by such transferee; (e) If the transferee is a Developer's Principal, then the requirements of Section VI.B. (2) (h) shall be satisfied by such transferee; (f) The transferee shall enter into a written agreement, in a form satisfactory to Franchisor, assuming full, unconditional, joint and several liability for and agreeing to perform from the date of the transfer, all obligations, covenants and agreements contained in this Agreement which the transferor was obligated to perform. If, however, the transferee is to become an Operating Principal, Operating Designee, or Developer's Principal, such transferee shall be required to enter into a written agreement, in a form reasonably satisfactory to Franchisor, assuming full, unconditional, joint and several liability for and agreeing to perform from the date of the transfer, all obligations, covenants, and agreements contained in this Agreement; (g) The transferee shall demonstrate to Franchisor's satisfaction that transferee meets the criteria considered by Franchisor when reviewing a prospective developer's application for development rights, including but not limited to Franchisor's educational, managerial and business standards; transferee's good moral character, business reputation and credit rating; transferee's aptitude and ability to conduct the business contemplated hereunder (as may be evidenced by prior related business experience or otherwise); that transferee has adequate financial resources and capital to meet the development schedule set forth in Section III.B. hereof; and the geographic proximity of other Chili's Grill & Bar restaurants owned or operated by transferee and the territories or areas with respect to which transferee is obligated to develop Chili's Grill & Bar restaurants pursuant to any development agreement between Franchisor and Franchisee, in relation to development of the Restaurants. (h) The transferee shall execute (and/or, upon Franchisor's request, shall cause all remaining interested parties to execute), the standard form development options due agreement then being offered to be developed under new System developers or form of this Agreement, as Franchisor determines, and such other ancillary agreements as Franchisor may require, which agreements shall supersede this Agreement and its ancillary documents in accordance with all respects and the conditions set forth herein. Notwithstanding anything herein to terms of which agreements may differ from 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 terms of this Agreement), but subject to and only so long as the following requirements are fully satisfied:; (i) In At the case of a transfer to a transferee that (A) is not Xxxx Xxxxxxxx or Xxxx Xxxxxxtransferee's expense, the transferee, the transferee's manager, the transferee's Operating Principal, 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 have any ability to vote upon the day-to-day operations, management, or affairs of Developer or any parent entity of Developer (whether via such transferee's equity interests or otherwiseOperating Designee, if applicable, shall complete any training programs then in effect for System developers upon such terms and conditions as Franchisor may reasonably require; (iij) In the case of Developer shall pay a transfer fee in an amount sufficient to a transferee that (A) is not Xxxx Xxxxxxxx or Xxxx Xxxxxx, reimburse Franchisor for its reasonable costs and (B) does not own any direct or indirect equity interests in Developer as of expenses associated with reviewing the date of this Agreement, such transfer shall be permitted so long as after giving effect application to such transfer, such transferee shall not own in the aggregate five percent (5%) or more of the outstanding direct or indirect equity interests in Developer; (iii) After giving effect to a transfer permitted under clause (i) or clause (ii) aboveincluding, Xxxx Xxxxxxxx without limitation, legal and Xxxx Xxxxxx (whether individually or collectively, and to the exclusion of any other third party) shall maintain the sole power to control and direct the day-to-day operations, management, and affairs of Developer, each parent entity of Developer, and each Franchised Unit; (iv) A transfer of direct or indirect equity interests in Developer to Xxxx Xxxxxxxx or Xxxx Xxxxxx shall be permittedaccounting fees; and (vk) In If transferee is a corporation or a partnership, transferee shall make and will be bound by any or all of the event of a transfer permitted under clause (i)representations, clause (ii), or clause (ivwarranties and covenants set forth at Section VI.B.(2) above, within the 15-day period immediately following any such transfer, Developer as Franchisor requests. Transferee shall provide to Franchisor with written notice evidence satisfactory to Franchisor that the terms of such transfer and, upon Franchisor’s request, copies Section VI.B.(2) have been satisfied and are true and correct on the date of documentation evidencing such transfer. (3) Franchisor will apply the transfer requirements set forth in Section VIII.B.