Transfers of Equity Interest Upon Death Sample Clauses

Transfers of Equity Interest Upon Death. Upon the death or mental incompetency of a person with a Controlling Ownership Interest in Franchisee or one of its Controlling Owners, that person’s executor, administrator, or personal representative (“Representative”) must, within three (3) months after the date of death or mental incompetency, transfer the Owner’s interest in Franchisee or the Controlling Owner to a third Hyatt Place 2012-2013 FA EAST\47813269.4 party, subject to Hyatt’s approval and the conditions set forth in Section 12.4. In the case of a transfer by devise or inheritance, if the heirs or beneficiaries cannot meet the conditions of Section 12.4 within this three (3)-month period, the Representative will have six (6) months from the date of death or mental incompetency to dispose of the interest, subject to Hyatt’s approval and the conditions set forth in Section 12.4. Hyatt may terminate this Agreement if this required transfer fails to occur within the required timeframe.
Sample 1
AutoNDA by SimpleDocs
Transfers of Equity Interest Upon Death. 36 12.7 Registration of a Proposed Transfer of Equity Interests 37 12.8 Non-Waiver of Claims 30 Xxxxx Xxxxx 0000-0000 FA EAST\47813269.4 TABLE OF CONTENTS (continued) ARTICLE Page XIII SUCCESSOR FRANCHISE 37 13.1 Right to a Successor Franchise Agreement 37 13.2 Grant of a Successor Franchise 38 13.3 Agreements/Releases 39 XIV DISPUTE RESOLUTION 40 14.1 Arbitration 40 14.2 Governing Law 41 14.3 Consent to Jurisdiction 42 14.4 Attorneys’ Fees 42 14.5 Waiver Of Punitive Damages And Jury Trial 42 14.6 Limitations of Claims 42 XV DEFAULT AND TERMINATION 43 15.1 Termination by Hyatt After Opportunity to Cure 43 15.2 Termination by Hyatt Without Opportunity to Cure 44 15.3 Suspension of Rights and Services 46 15.4 General Provisions Concerning Default and Termination 46 XVI RIGHTS AND OBLIGATIONS UPON EXPIRATION OR TERMINATION 47 16.1 De-Identification 47 16.2 Pay Amounts Owed 48 16.3 Contacting Customers 48 16.4 Survival 48 16.5 Liquidated Damages 49 XVII NOTICES 50 XVIII GENERAL 50 18.1 The Exercise of Hyatt’s Judgment 50 18.2 Severability and Interpretation 51 18.3 Waiver of Obligations and Force Majeure 51 18.4 Binding Effect 52 18.5 Entire Agreement and Construction 52 18.6 Hyatt’s Withholding of Consent 52 18.7 Cumulative Remedies 53 XIX ACKNOWLEDGEMENTS 53 EXHIBITS Exhibit A – DEFINED TERMS Exhibit B – BASIC TERMS Exhibit C – RIGHT OF FIRST OFFER FOR STRATEGIC MARKETS Exhibit D – PROPERTY IMPROVEMENT PLAN (“PIP”) (if applicable) GUARANTY AND ASSUMPTION OF OBLIGATIONS Hyatt Place 2012-2013 FA EAST\47813269.4 HYATT PLACE HOTEL FRANCHISE AGREEMENT THIS FRANCHISE AGREEMENT is made and entered into as of April 9, 2013 (this “Agreement”) by and between MXXXX NATIONAL HP G-TOWN MT, LLC, a Delaware limited liability company (“Franchisee”) and HYATT PLACE FRANCHISING, L.L.C., a Delaware limited liability company (“Hyatt”).
Sample 1

Related to Transfers of Equity Interest Upon Death

  • Transfer of Equity Interest Upon each exercise of the Option under this Agreement:

  • Transfers of Membership Interests Except as set forth in this Article 9 or elsewhere in this Agreement, no Investor may Transfer all or any part of such Investor’s Shares; provided, however, that an Investor may, with the prior written consent of the Manager, which consent may be withheld or denied for any reason, and upon compliance with this Article 9, Transfer all or a portion of such Investor’s Shares. In the case of any attempted or purported Transfer of a Share not in compliance with this Agreement, the transferring Investor may be designated as a “Defaulting Member”. Notwithstanding the foregoing, unless agreed to by the Manager in writing, no Investor may enter into, create, sell or Transfer any financial instrument or contract the value of which is determined in whole or in part by reference to the Fund (including the amount of Fund distributions, the value of the Fund Assets, or the results of Fund operations), within the meaning of Section 1.7704-1(a)(2)(i)(B) of the Regulations.

  • Certain Agreements of Pledgors As Issuers and Holders of Equity Interests (a) In the case of each Pledgor which is an issuer of Securities Collateral, such Pledgor agrees to be bound by the terms of this Agreement relating to the Securities Collateral issued by it and will comply with such terms insofar as such terms are applicable to it.

  • Transfers of Partnership Interests Except as the Partners may otherwise agree from time to time, a Partner may not Transfer all or any part of its Partnership Interest without the Consent of each other Partner, which Consent may be withheld in the sole discretion of each such other Partner.

  • Transfers of Pledged Collateral No Pledgor shall sell, convey, assign or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral pledged by it hereunder except as permitted by the Credit Agreement.

  • No Rights as Stockholders; Transfer Books This Warrant does not entitle the Warrantholder to any voting rights or other rights as a stockholder of the Company prior to the date of exercise hereof. The Company will at no time close its transfer books against transfer of this Warrant in any manner which interferes with the timely exercise of this Warrant.

  • Transfer of Beneficial Interests in the Same Global Note Beneficial interests in any Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in a Global Note. No written orders or instructions will be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(1).

  • Merger or Transfer of Assets The Trading Manager, Trading Company or the Trading Advisor may merge or consolidate with, or sell or otherwise transfer its business, or all or a substantial portion of its assets, to any entity upon written notice to the other parties.

  • Transfers of Units (a) Except as otherwise agreed to in writing between the Managing Member and the applicable Member and reflected in the books and records of the Company or as otherwise provided in this Article IX, no holder of Units may sell, transfer, assign, pledge, encumber, distribute, contribute or otherwise dispose of (whether directly or indirectly (including, for the avoidance of doubt, by Transfer or issuance of any Capital Stock of any Member that is not a natural person), whether with or without consideration and whether voluntarily or involuntarily or by operation of law) any interest (legal or beneficial) in any Units (a “Transfer”), except Exchanges pursuant to and in accordance with Article XII or Transfers pursuant to and in accordance with Section 9.1(b).

  • Dividends; Rights as Stockholder Cash dividends on shares of Common Stock issuable hereunder shall be credited to a dividend book entry account on behalf of the Participant with respect to each RSU granted to the Participant, provided that such cash dividends shall not be deemed to be reinvested in shares of Common Stock and shall be held uninvested and without interest and paid in cash at the same time that the shares of Common Stock underlying the RSUs are delivered to the Participant in accordance with the provisions hereof. Stock dividends on shares of Common Stock shall be credited to a dividend book entry account on behalf of the Participant with respect to each RSU granted to the Participant, provided that such stock dividends shall be paid in shares of Common Stock at the same time that the shares of Common Stock underlying the RSUs are delivered to the Participant in accordance with the provisions hereof. Except as otherwise provided herein, the Participant shall have no rights as a stockholder with respect to any shares of Common Stock covered by any RSU unless and until the Participant has become the holder of record of such shares.

Time is Money Join Law Insider Premium to draft better contracts faster.