TRANSFERABILITY OF INTEREST. A. Franchisee understands and acknowledges that the rights and duties set forth in this Agreement are personal to Franchisee, and that Franchisor has granted this franchise in reliance on the business skill, financial capacity, and character of Franchisee and its general partners, controlling shareholders or controlling individuals. Franchisee shall retain ownership of the Hotel except as may be otherwise approved by Franchisor in writing. Accordingly, neither Franchisee nor any immediate or remote successor to any part of Franchisee’s interest in this franchise, or any individual, partnership, corporation, or other legal entity that directly or indirectly owns or controls any interest (other than interests of limited partners) in this franchise or in Franchisee, shall sell, assign (collaterally or otherwise) transfer, convey, mortgage, grant a security interest or otherwise encumber (each, a “Transfer”) any direct or indirect interest in this franchise (including any ownership interest in Franchisee or any controlling (greater than 15%) interest in any entity that controls Franchisee, but excluding interests of limited partners, if any), and no Transfer of this Agreement, the Franchised Business, or a substantial portion of the assets (including building and real estate) of the Franchised Business shall occur without the prior written consent of Franchisor. Except as otherwise provided in this Section XV and Section XVI., any Transfer addressed in the immediately preceding sentence, by operation of law, sale of stock or otherwise, not having the prior written consent of Franchisor will be a material default under this Agreement giving Franchisor the right to terminate this Agreement pursuant to Paragraph XVII.B.4. and seek injunctive relief as well as monetary damages. Notwithstanding anything to the contrary in this Agreement, Franchisor shall have the right to withhold its consent to any Transfer of any interest in this Agreement, Franchisee or any entity that controls Franchisee if Franchisee is in default hereunder.
B. Except as prohibited under Paragraph XX.F., Franchisor shall not require approval of the Transfer of all or any part of the assets of the Franchised Business (excluding this franchise, this Agreement, and any stock, partnership or other interests in Franchisee) to banks or other lending institutions that are not a Competitor (as defined herein) or an Affiliate of a Competitor for purposes of any refinancing or as collateral securing a l...
TRANSFERABILITY OF INTEREST. (a) Except as set forth in this Section 6.1, without the prior written approval of the Management Committee, (i) none of the Manager Member’s interest in the LLC (including, without limitation, any interest which has been Transferred to the Manager Member) may be Transferred and (ii) the LLC may not undergo any merger, consolidation, sale of all or substantially all of its assets or similar transaction (any of which transactions described in this clause (ii) shall also require the prior written consent of the Manager Member); provided, however, (W) it is understood and agreed that, in connection with the operation of the business of the Manager Member (including, without limitation, the financing of its interest herein and direct or indirect interests in additional investment management companies), the Manager Member’s interest in the LLC may be pledged and encumbered and lien holders of the Manager Member’s interest shall have and be able to exercise the rights of secured creditors with respect to such interest, (X) the Manager Member may Transfer some (but not a majority) of its LLC Interests to a Person who is not a Member but who is an Officer or employee of the LLC (or any Controlled Affiliate thereof) or who becomes an Officer or employee of the LLC (or any Controlled Affiliate thereof) or a Person majority owned by any such Person, (Y) the Manager Member may Transfer some (but not a majority) of its LLC Interests to existing Non-Manager Members, and (Z) the Manager Member may Transfer all or any portion of its LLC Interests to an Affiliate of the Manager Member (and any such Affiliate shall thereafter be bound by the provisions of this Agreement). Notwithstanding anything else set forth herein, the Manager Member may, with the approval of the Management Committee, Transfer all its interests in the LLC in a single transaction or a series of related transactions, and, in any such case, each of the Non-Manager Members shall be required to Transfer, in the same transaction or transactions, all their interests in the LLC, provided that the price to be received by all the Members shall be allocated among the Members in the same manner as the purchase price would have been distributed pursuant to Section 4.4 following a sale of all or a substantial portion of the assets of the LLC and its Controlled Affiliates (with any net gain or loss from such transaction first having been allocated among the Members in accordance with Section 4.2(e) or 4.2(f), as appli...
TRANSFERABILITY OF INTEREST. 20 XV. TERMINATION.............................................. 22
TRANSFERABILITY OF INTEREST. 18 XX. DEATH OR INCAPACITY OF FRANCHISEE....................................20
TRANSFERABILITY OF INTEREST. (a) Except as provided in Section 7.4 below, no Limited Partner may assign, sell, transfer, pledge, hypothecate or otherwise dispose of his interest in the Partnership, in whole or in part (and the transferee may not become a substituted Limited Partner), unless they are subsequently registered under the Securities Act and applicable state securities or Blue Sky laws or are exempt from registration, and without the express prior written consent of the General Partner, which may be granted or denied in its sole discretion. Any attempt in violation of the above shall be null and void.
(b) Any transferee or assignee of Units who has not been admitted to the Partnership as a substituted Limited Partner shall be entitled only to the economic benefits (including the right to receive that share of capital and profits and that right of redemption) to which his assignor would have otherwise been entitled and shall not have any of the rights of a Limited Partner under the Act or this Agreement; and such transferee or assignee shall remain subject to the other terms of this Agreement binding upon Limited Partners.
TRANSFERABILITY OF INTEREST. A. This Agreement and all rights hereunder can be assigned and transferred by Franchisor and, if so, shall be binding upon and inure to the benefit of Franchisor's successors and assigns.
B. If Area Representative is in full compliance with this Agreement, Area Representative may transfer this Agreement with Franchisor's prior written approval, which approval shall not be unreasonably withheld, to a corporation or other entity of which Area Representative owns not less than two-thirds (2/3) of the ownership interest. The transfer fee described in Paragraph XI.E. will be waived by Franchisor, and all owners of such entity must sign a Guaranty and Assumption of Obligations attached as Exhibit B.
C. In the event of the death or permanent disability of the Area Representative (if the Area Representative is an individual or a holder of a legal or beneficial interest of fifty percent (50%) or more in the Area Representative entity), then this Agreement may be assigned, transferred or bequeathed by the Area Representative or a personal representative to any person or beneficiary. However, the assignment of this Agreement to the transferee, assignee or beneficiary shall not be valid or effective until Franchisor has received the properly executed legal documents which its legal counsel deems necessary to properly and legally document the transfer, assignment or bequest of this Agreement, and until the transferee, assignee or beneficiary agrees to be unconditionally bound by the terms and conditions of this Agreement and to personally guarantee the performance of the Area Representative's obligations under this Agreement. Such disposition shall be completed within a reasonable time, not to exceed one hundred eighty (180) days from the date of death or permanent disability and shall be subject to all terms and conditions applicable to transfers contained in this Section.
D. Franchisor shall not unreasonably withhold its consent to any transfer of an interest in the Area Representative or in this Agreement, providing the Area Representative complies with the following conditions:
1. The transferee(s) shall be of good moral character and reputation and shall have a good credit rating and competent business qualifications reasonably acceptable to Franchisor. Area Representative shall provide Franchisor with such information as Franchisor may require to make such determination concerning each such proposed transferee(s).
2. The transferee(s) or such other individual(s) ...
TRANSFERABILITY OF INTEREST. 23 9.1. Transfer by V2K....................................................23 9.2.
TRANSFERABILITY OF INTEREST. 9.1 TRANSFER BY V2K. V2K shall have the right to transfer or assign all or any part of its rights or obligations herein to any person or legal entity.
TRANSFERABILITY OF INTEREST. Except as provided in Article 10 hereof, neither Member shall transfer, sell, assign, pledge, hypothecate, give, or otherwise dispose of all or any portion of its interest in the Joint Venture without the prior written approval of the other Member,
TRANSFERABILITY OF INTEREST. 22 XV. TERMINATION........................................................ 25 XVI. EFFECT OF TERMINATION OR EXPIRATION................................ 28 XVII. TAXES, PERMITS, AND INDEBTEDNESS................................... 30 XVIII.
