Transfer by Franchisee Sample Clauses

Transfer by Franchisee. Franchisee understands and acknowledges ---------------------- that the rights and duties set forth in this Agreement are personal to Franchisee, and that Franchisor has granted this Agreement in reliance on Franchisee's business skill and financial capacity. Accordingly, neither (i) Franchisee, nor (ii) any immediate or remote successor to Franchisee, nor (iii) any individual, partnership, corporation or other legal entity which directly or indirectly owns any interest in the Franchisee or in this Franchise Agreement, shall sell, assign, transfer, convey, donate, pledge, mortgage, or otherwise encumber any direct or indirect interest in this Agreement or in any legal entity which owns the Franchised Business without the prior written consent of Franchisor. Acceptance by Franchisor of any royalty fee, advertising fee or any other amount accruing hereunder from any third party, including, but not limited to any proposed transferee, shall not constitute Franchisor's approval of such party as a transferee or the transfer of this Franchise Agreement to such party. 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 15.02.E. of this Agreement.

Transfer by Franchisee. The franchise granted herein is personal to the Franchisee and, except as stated below, the Franchisor shall not allow or permit any transfer, assignment, subfranchise or conveyance of this Agreement or any interest hereunder. As used in this Agreement, the term “transfer” includes the Franchisee’s voluntary, involuntary, direct or indirect assignment, sale, gift or other disposition of any interest in: (1) this Agreement; (2) the Franchisee entity; (3) the Store governed by this Agreement; or (4) all or a substantial portion of the assets of the Store.

Transfer by Franchisee. Franchisee understands and acknowledges that the rights and duties set forth in this Agreement are personal to Franchisee, and that Company has entered into this Agreement and granted the license hereunder in reliance on Franchisee’s business skill and financial capacity. Accordingly, neither Franchisee, any immediate or remote successor to any part of Franchisee’s interest in the Franchised Business, any individual, partnership, corporation or other legal entity which directly or indirectly controls Franchisee, if Franchisee is a corporation, nor any general partner or any limited partner (including any corporation which controls, directly or indirectly, any general or limited partner) if Franchisee is a partnership, shall sell, assign, transfer, convey, give away, pledge, mortgage or otherwise encumber any direct or indirect interest in Franchisee or in the Franchised Business without the prior written consent of the Company. Any purported assignment or transfer, by operation of law or otherwise, not having the written consent of the Company shall be null and void and shall constitute a material breach of this Agreement, for which Company may then terminate without opportunity to cure pursuant to Section 14 of this Agreement. Transfer includes the transfer of contract, assets or ownership change. (A) The Company shall not unreasonably withhold its consent to a transfer of any interest in Franchisee or in this Agreement; 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 the Franchised Business, the Company may, in its sole discretion, require any or all of the following as conditions of its approval: (1) All of Franchisee’s accrued monetary obligations and all other outstanding obligations to the Company (its subsidiaries, affiliates and suppliers), and to Franchisee’s vendors, shall be up to date, fully paid and satisfied; (2) The Franchisee shall not be in default of any provision of this Agreement, any amendment hereof or successor hereto, any other franchise agreement or other agreement between Franchisee and the Company, or its subsidiaries, affiliates or suppliers; (3) The Franchisee and each of its shareholders, officer and directors shall have executed a general release under seal, in a form satisfactory to the Company, of any and all claims against the Company and its officers, directors, shareholders and employees in th...

Transfer by Franchisee. The franchise granted herein is personal to the Franchisee and, except as stated below, the Franchisor shall not allow or permit any transfer, assignment, subfranchise or conveyance of this Agreement or any interest hereunder nor purport to do so without the Franchisor’s prior written consent which may be withheld in the Franchisor’s reasonable discretion. The Franchisee acknowledges that prior to approving any transfer, the Franchisor may impose reasonable conditions on the Franchisee and its purported transferee including but not limited to those conditions listed in Section 16.2. As used in this Agreement, the term “transfer” includes the Franchisee’s voluntary, involuntary, direct or indirect assignment, sale, gift or other disposition of any interest in: (1) this Agreement; (2) the ownership of the Franchisee entity; (3) the Store governed by this Agreement; or (4) all or a substantial portion of the assets of the Store. The term “transfer” shall include an assignment, sale, gift or other disposition, including those transfers described in Sections 16.5 and 16.7 and those resulting from a divorce, insolvency, corporate or partnership dissolution proceeding, merger, change of control, operation of law or, in the event of the death of the Franchisee, or an owner of the Franchisee by will, declaration of or transfer in trust or under the laws of intestate succession. For the purposes of this Article 16, “change of control” of a Franchisee that is an entity shall mean a transfer, new issuance or assignment of 25% or more of the Franchisee’s beneficial equity ownership interests.

Transfer by Franchisee. A. Franchisee understands and acknowledges that the rights and duties set forth in this Agreement are personal to Franchisee, and that the Franchisor has granted this franchise in reliance on Franchisee's business skill, financial capacity and personal character. Accordingly, neither Franchisee or any immediate or remote successor to any part of Franchisee's interest in this franchise nor any individual, partnership, corporation or other legal entity which directly or indirectly controls Franchisee shall sell, assign, transfer, convey, give away, pledge, mortgage or otherwise encumber any interest in this franchise or in any legal entity which directly or indirectly owns this franchise without the prior written consent of the Franchisor, which consent shall be subject to the conditions precedent set forth below, but which will not be unreasonably withheld; provided, however, that the Franchisor's prior written consent shall not be required for a transfer of less than a five (5%) percent interest to a publicly held corporation or inter-family or intra-franchise transfers. A publicly held corporation is a corporation registered under the Securities Exchange Act of 1934. Any purported assignment or transfer by operation of law or otherwise not having the written consent of the Franchisor required by this Section 12.2.A., shall be null and void and shall constitute a material breach of this Agreement, for which the Franchisor may then terminate without opportunity to cure pursuant to Section 13.2 of this Agreement. B. The Franchisor shall not unreasonably withhold its consent to a transfer of any interest in Franchisee, this Agreement, or in the Franchised Business, subject to Franchisor's prior right of first refusal and except that the Franchisor may, in its sole discretion, require any or all of the following conditions precedent be met prior to its approval:

Transfer by Franchisee. 20 16.2. Pre-Conditions to Franchisee's Transfer.................................................... 20 16.3. Franchisor's Approval of Transfer.......................................................... 21 16.4. Right of First Refusal..................................................................... 21 16.5.

Transfer by Franchisee. Xxxxxxxxxx acknowledges and agrees that the rights and duties set forth in this Agreement are personal to Franchisee, and that Franchisor has granted this franchise in reliance on Franchiseeʹs business skill, financial capacity, and personal character. Accordingly, neither Franchisee nor any immediate or remote successor to any part of Franchiseeʹs interest in this Agreement, shall sell, encumber, assign, transfer, convey, pledge, merge, or give away any direct or indirect interest in this Agreement, in Franchisee, or in all or substantially all of the assets of the Franchised Business without the prior written consent of Franchisor. Any purported assignment or transfer not having the written consent of Franchisor required by this Section 14.2 shall be null and void and shall constitute a material breach of this Agreement, for which Franchisor may immediately terminate without opportunity to cure pursuant to Section 15.2.3 of this Agreement.

Transfer by Franchisee. (1) The rights and duties set forth in this Agreement are personal to Franchisee and Franchisee Principal Owners. Franchisor granted Franchisee rights under this Agreement in reliance on Franchisee Principal Owners’ business skill, financial status and personal character. Franchisor has legitimate reasons to evaluate the qualifications of any potential new owner. Franchisor has the right to analyze the terms of the proposed purchase contract with Franchisee. Franchisor will investigate any potential owner’s qualifications, including whether sufficient financial resources are available to operate the Business and hear the burden of the purchase terms. Therefore, Franchisee and Franchisee Principal Owners acknowledge and agree that Franchisors contact with any potential owner is for the purpose of protecting Franchisors business interests and the integrity of the Program, and does not constitute improper or unlawful conduct and/or tortuous interference with Franchisee contractual or business relationships. (2) No one may sell, assign, transfer, convey, pledge, mortgage, encumber, or give away, any direct or indirect Ownership Interest except as provided for in this Agreement. If any such action occurs by operation of law or otherwise that is not in accordance with the provisions of this Agreement, the transaction shall be null and void and shall constitute a material breach of this Agreement. (3) In computing changes of Ownership Interest, limited partners will not be distinguished from general or managing partners. Franchisors judgment will be final if there is any question as to the definition of Ownership interest or as to the computation of Ownership Interest. The principal considerations in computing Ownership interest include: (i) total shares and control of voting stock, (ii) direct and indirect power to exercise control over Franchisee affairs; (iii) direct and indirect rights to share in Franchisee profits; and (iv) amounts directly or indirectly exposed to risk in Franchisee franchise business. (4) Franchisee Principal Owners must collectively at all times retain 100% of the ownership shares of Franchisee Voting Stock. “Voting Stock” means restricted, non-registered, non-public shares held by Franchisee Principal Owners. Franchisee financial business representative shall certify annually to Franchisor that Franchisee is in compliance with the provisions of this subsection 12(d). Such certification shall be delivered to Franchisor along with Franchi...

Transfer by Franchisee. (a) Your rights and obligations under this Agreement are personal to you, and we have granted the Location Franchise in reliance on your and/or your principal owners’ skills, financial capacity, personal character, and reputation for honesty, integrity and fair dealing. Accordingly, you and your successors, assigns, shareholders, partners and members, may not transfer any interest in you, in this Agreement or any related agreement, in the Location Franchise, without our prior written consent. Any purported transfer not having our prior written consent will be void. (b) We will not unreasonably withhold our consent to a transfer of any interest in you, this Agreement, any related agreement, or the Location Franchise, but if a transfer, alone or together with other previous, simultaneous or proposed transfers, has the effect of transferring either a controlling interest in or operating control of you, this Agreement, any related agreement, or the Location Franchise, we may, in our sole discretion, require as conditions to our consent that, except in the event of a Permitted Transfer (defined below) these do not apply: (i) You are in substantial compliance with the terms of this Agreement; (ii) The transferee (including any person with a beneficial interest in the transferee if it is a legal entity) has demonstrated to our satisfaction that it meets the then-current standards which we would normally apply to any prospective franchisee; including, but not limited to, meeting our educational, personal, managerial and Location Franchise standards; possesses a good moral character and a good business reputation; has the aptitude and ability to operate the Location Franchise (as may be shown by prior related experience); has adequate financial resources and capital to operate the Location Franchise; is financially responsible and has a good credit rating; will be likely in our sole and absolute judgment to comply with the terms of the then-current standard franchise agreement and Operations Manual; and has no direct or indirect connection with any actual or potential competitor of us or any of our franchisees; (iii) Your debts to us and others relating to the Location Franchise have been satisfied; (iv) You and the transferor have signed a general release, in a form we prescribe or that is satisfactory to us, of any claims against us and our partners, shareholders, officers, directors, employees and agents, in their corporate and individual capacities; (v) The tra...

Transfer by Franchisee. The franchise granted herein is personal to the Franchisee and, except as stated below, the Franchisor shall not allow or permit any transfer, assignment, subfranchise or conveyance of this Agreement or any interest hereunder. As used in this Agreement, the term "transfer" shall mean and include the voluntary, involuntary, direct or indirect assignment, sale, gift or other disposition by the Franchisee (or any of its owners) of any interest in: (1) this Agreement; (2) the ownership of the Franchisee; or (3) the Center or any assets of the Center. An assignment, sale, gift or other disposition shall include a transfer resulting from a divorce, insolvency, corporate or partnership dissolution proceeding or otherwise by operation of law or, in the event of the death of the Franchisee, or an owner of the Franchisee by will, declaration of or transfer in trust or under the laws of intestate succession.