Transfer by You. You agree that the rights and duties created by this Agreement are personal to you and that we have granted this License in reliance on the business skill, financial capacity and character of you and your partners, shareholders or members. You may mortgage the Hotel to any financial institution without our consent if you remain the mortgagor of the Hotel. Except as provided in Paragraph 8B(1), neither you, any successor to your interest, or any individual, partnership, corporation, or other legal entity which directly or indirectly owns any interest in this License or in you shall sell, assign, transfer, convey or otherwise encumber any direct or indirect interest in this License, the Hotel or the assets of the Hotel without our consent.
1. A transfer of less than a fifty percent (50%) equity interest in you which does not transfer Control (as defined below), does not require our consent if you notify us in writing within thirty (30) days of the transfer.
2. A transfer which alone or combined with previous or simultaneous transfers changes Control of the License, you, the Hotel, or greater than fifty percent (50%) of the Hotel's assets requires our prior written consent. We may require any or all of the following as conditions of our consent to a transfer:
a) your compliance with all terms of this Agreement;
b) the transferee entity or individual, and all shareholders, partners or members of the transferee (collectively, the "Transferee"), shall meet our then-current qualifications for new licensees;
c) the Transferee shall execute our then-standard forms of license agreement and other applicable agreements for new Hotel System licensees (which will include then-current fees and Contributions);
d) any new general manager retained by the Transferee completes our initial training program;
e) the Hotel shall be upgraded within the time period we set to conform to the then-current standards and specifications for hotels operating under the Hotel System;
f) you or the Transferee must pay us a $5,000.00 transfer fee unless the transfer is to the spouse, issue, parent, or sibling of your partner(s) or shareholder(s), or from one partner or shareholder to another. If the Transferee requests approval of a term exceeding the remainder of the License Term, the Transferee must pay our then-current application fee, prorated for the time period exceeding the License Term;
g) you execute a general release, in a form satisfactory to us, of any and all claims by you agains...
Transfer by You. This Agreement, and your rights and obligations under it, are and shall remain personal to you. Any proposed transfer by you or any of your owners (regardless of the form of transfer) shall be subject to the same terms and conditions contained in the Franchise Agreement. As used herein, the term "transfer" shall mean any sale, assignment, gift, pledge, mortgage or any other encumbrance, transfer by bankruptcy, transfer by judicial order, merger, consolidation, share exchange, transfer by operation of law or otherwise, whether direct or indirect, voluntary or involuntary, of this Agreement or any interest in it, or any rights or obligations arising under it, or of any material portion of your assets, or of any interest in you.
Transfer by You. We entered into this Agreement based on your qualifications. You may transfer a direct or indirect interest in this Agreement, but the Store Development Area and the associated rights and obligations are a package and are not themselves divisible in any way. Any transfer requires our prior written consent, which will not be unreasonably withheld. In the event a person holding a direct or indirect interest dies, that person’s legal representative must, within nine (9) months of the event, apply in writing to transfer that interest with notice to all other persons having a direct or indirect interest in this Agreement.
Transfer by You. Your rights under This Agreement are personal to you and may not be assigned without our written consent.
Transfer by You. You understand and acknowledge that the rights and duties this Agreement creates are personal to you and your owners and that we have granted you the franchise in reliance upon our perceptions of your and your owners’ collective character, skill, aptitude, attitude, business ability, and financial capacity. Accordingly, neither this Agreement (or any interest in this Agreement), a Controlling Ownership Interest in the Hotel or substantially all of the assets of the Hotel, or a Controlling Ownership Interest in you or your owners (if such owners are legal entities) may be transferred without our prior written approval, which will not be unreasonably withheld if the conditions for transfer contained in Section 8.C. are satisfied; provided, however, that this Agreement may be transferred without our prior written approval to an entity in which you or your owners own a Controlling Ownership Interest; provided that we will approve the sale of the Hotel and/or its assets where the purchaser does not, for any reason, assume this Agreement only upon payment by you of Liquidated Damages in accordance with Section 10.E. of this Agreement. A transfer of the Hotel’s ownership, possession or control or substantially all of its assets may be made only with a transfer of this Agreement. Any transfer without our approval is a breach of this Agreement and has no effect, meaning that you will continue to be obligated to us for all of your obligations under this Agreement.
Transfer by You. You understand and acknowledge that the rights and duties set forth in this Agreement are personal to you, and that we have granted this franchise in reliance on your (or, if you are a corporation, partnership, or limited liability company, your principals’) business skill, financial capacity, and personal character. Accordingly, neither you nor any immediate or remote successor to any part of your interest in this Agreement, nor any individual, partnership, corporation, or other legal entity which directly or indirectly owns any interest in you shall not sell, encumber, assign, transfer, convey, pledge, merge, or give away any direct or indirect interest in this Agreement, in you, or in all or substantially all of the assets of the Franchised Business. Any change in the control of you shall be deemed a transfer for purposes of this Agreement. Any purported assignment or transfer shall be null and void and shall constitute a material breach of this Agreement, for which we may immediately terminate without opportunity to cure pursuant to Section 10.2.3 of this Agreement.
Transfer by You. 1. The rights and duties set forth in this Agreement are personal to you, and Able Oil has entered into this Agreement and granted the license hereunder in reliance on your business skill and financial capacity. Accordingly, neither you, any immediate or remote successor to any part of your interest in the Franchised Business, any individual, partnership, corporation or other legal entity which directly or indirectly controls you, if you are a corporation, nor any general partner or any limited partner (including any corporation which controls, directly or indirectly, any general or limited partner) if you are a partnership, shall sell, assign, transfer, convey, give away, pledge, mortgage or otherwise encumber any direct or indirect interest in you or in the Franchised Business without the prior written consent of Able Oil. This right of approval shall not create any special liability or duty on the part of Able Oil to any proposed transferee. Any purported assignment or transfer, by operation of law or otherwise, not having the written consent of Able Oil shall be null and void and shall constitute a material breach of this Agreement, for which Able Oil may then terminate without opportunity to cure pursuant to Section XIII of this Agreement.
2. If a proposed transfer, alone or together with other previous, simultaneous or proposed transfers, would have the effect of transferring a controlling interest in the Franchised Business, Able Oil may, in its sole discretion, require any or all of the following as conditions of its approval:
(a) All of your accrued monetary obligations and all other outstanding obligations to Able Oil (its subsidiaries, affiliates and suppliers) shall be up to date, fully paid and satisfied;
(b) You 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 Able Oil and you, or its subsidiaries, affiliates or suppliers;
(c) You and, where applicable, each of your shareholders, partners, officers and directors shall have executed a general release under seal, in a form satisfactory to Able Oil, of any and all claims against Able Oil and its officers, directors, shareholders and employees in their corporate and individual capacities, including, without limitation, claims arising under federal, state and local laws, rules and ordinances, provided, however, that you shall not be required to release Able Oil for violations of federal an...
Transfer by You. Transfers of the License or Equity Interest in You Upon Death.........................11 D. Registration of a Proposed Transfer of Equity Interests...............................11 E.
Transfer by You. This Agreement, and your rights and obligations under it, are and shall remain personal to you. Any proposed transfer by you or any of your owners
Transfer by You. 15 C. Additional Requirements - Corporate Franchisees................ 17 D.
