Retained Franchise definition

Retained Franchise means any Franchise for which by the Closing Date: (a) the Required Consent to transfer such Franchise to Buyer either was not obtained, has not been granted by operation of law, or the applicable Governmental Authority or its designee has taken public action to the effect, or has given written notice to Buyer or Seller of its, or its designee's assertion, that the Required Consent has not been granted by operation of law, or (b) a Governmental Authority has the right directly or indirectly to acquire all or any portion of a System, which right has not expired by its terms or expressly been waived or abandoned. The Retained Franchise includes not only the applicable Franchise, but also all of the Assets that are: (i) located in the Service Area of the Retained Franchise; and (ii) used solely for the operation of the portion of the System in the portion of the Service Area of the Retained Franchise.
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Retained Franchise means either a PARTY A Retained Franchise or a PARTY B Retained Franchise or both, as the context requires, and a "Matching Franchise" means either a PARTY A Matching Franchise or a PARTY B Matching Franchise or both, as the context requires.
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Retained Franchise has the meaning set forth in Section 9.07(a).
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Examples of Retained Franchise in a sentence

  • The parties hereto covenant and agree to act in good faith to obtain the approval or consent of any Governmental Authorities that have not consented to the transfer of any Retained Franchise.

  • The closing conditions set forth in Section 7 shall apply to any Subsequent Transfer of a Retained Franchise insofar as such conditions relate to such Retained Franchise.

  • If Section 6.14(a) applies, the parties shall have reached agreement on the Retained Franchise Management Agreement.

  • Seller and Buyer shall negotiate in good faith to reach agreement prior to the Closing on a management agreement pursuant to which the LLC will manage all Retained Franchises, which management agreement shall also contain any required signal sharing arrangements (the "Retained Franchise Management Agreement").

  • If the parties are unable to obtain Required Consents for any Retained Franchise within six (6) months from the Closing Date, then Buyer's obligation to consummate a Subsequent Transfer shall terminate, Seller shall retain the Retained Franchise and the reduction of the Purchase Price for the Retained Franchise shall be final.

  • Attainment of Objectives through UDP policies Meeting housing and employment needs in accessible locations within or close to main settlements;Stimulation of urban regeneration;Controlling pollution, flood risk and air quality; Protection of historic assets;Protection and creation of open space and sites of nature conservation value; andProvision of needed facilities in accessible locations.

  • At the Closing, Buyer will pay to Seller, by wire transfer of immediately available funds pursuant to wire instructions delivered by Seller to Buyer no later than two Business Days prior to the Closing Date, cash in an aggregate amount equal to the excess of (a) the Estimated Purchase Price over (b) the sum of all Retained Franchise Amounts (such excess, the "Purchase Price").

  • In other words, the transmitted culture of groups should include values, norms, beliefs and practices that promote their own cultural reproduction.

  • For purposes of this Agreement, the "Retained Franchise Amount" for a Retained Franchise shall be equal to the number of Equivalent Basic Subscribers served by Seller pursuant to such Retained Franchise multiplied by the Subscriber Adjustment Amount.

  • Seller and Buyer shall continue to cooperate in attempting to secure renewal or extension of, or Consent to the transfer of, as the case may be, each Retained Franchise.


More Definitions of Retained Franchise

Retained Franchise means either a PARTY A Retained Franchise or a PARTY B Retained Franchise or both, as the context requires, and a "Matching Franchise" means either a PARTY A Matching Franchise or a PARTY B Matching Franchise or both, as the context requires. 5.1.2 Similarly, with respect to each PARTY B Systems Franchise for which a PARTY B Required Consent necessary for the transfer thereof has not been obtained as of the Closing Date (such Systems Franchise and the PARTY B Assets pertaining thereto, hereinafter, a "PARTY B Retained Franchise"), the parties will negotiate in good faith to reach agreement on a PARTY A Systems Franchise (such Systems Franchise and the PARTY A Assets pertaining thereto, hereinafter, a "PARTY A Matching Franchise") that is to the greatest extent possible, like kind to PARTY B Retained Franchise for purposes of Section 1031 of the Code and the applicable exchange. A PARTY A Matching Franchise may also be a PARTY A Retained Franchise. 5.1.3 At the Closing, PARTY A and PARTY B shall transfer, convey and assign (the "Primary Transfer") all of the PARTY A Assets other than any PARTY A Retained Franchises and PARTY A Matching Franchises and all of the PARTY B Assets other than any PARTY B Retained Franchises and PARTY B Matching Franchises. 5.1.4 Following the Closing of the Primary Transfer, the parties will continue to use commercially reasonable efforts to obtain on an expedited basis the Required Consents for all PARTY A Retained Franchises and PARTY B Retained Franchises. Pending such Required Consents being obtained, each of PARTY A Retained Franchises and PARTY B Retained Franchises shall continue to be subject to the arrangement set forth in Article 7 hereof, and shall be transferred, conveyed, or assigned as contemplated herein as soon as practicable following the obtaining of such Required Consents (such transfer hereinafter referred to as a "Subsequent Transfer"). 5.1.5 All references in this Agreement to the Closing and the Closing Date will mean the Closing and Closing Date of the Primary Transfer except as specifically provided otherwise in this Section 5.1.5. Without limiting the foregoing, all representations and warranties (except as to those Required Consents that have not been obtained) made in connection with the Retained Franchises and the Matching Franchises will be made as of the Closing Date rather than the date of the Subsequent Transfer, the other covenants in Article - 10 - <PAGE> 12 5 will not apply to the Retained Fran...
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Retained Franchise means either a TCI Retained Franchise or an Insight Retained Franchise or both, as the context requires, and a "Matching Franchise" means either a TCI Matching Franchise or an Insight Matching Franchise or both, as the context requires.
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Retained Franchise means either an RMG Retained Franchise or a IP-I Retained Franchise or both, as the context requires, and a "Matching Franchise" means either an RMG Matching Franchise or a IP-I Matching Franchise or both, as the context requires.
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Retained Franchise means either an IPSE Retained Franchise or a Charter Retained Franchise or both, as the context requires, and a "Matching Franchise" means either an IPSE Matching Franchise or a Charter Matching Franchise or both, as the context requires.
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Retained Franchise has the meaning set forth in Section 4.16.
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Retained Franchise means either an AT&T Retained Franchise or a Comcast Retained Franchise or both, as the context requires, and a "Matching Franchise" means either an AT&T Matching Franchise or a Comcast Matching Franchise or both, as the context requires.
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Related to Retained Franchise

  • Franchise means the initial authorization, or renewal thereof, issued by the Franchising Authority, whether such authorization is designated as a franchise, agreement, permit, license, resolution, contract, certificate, ordinance or otherwise, which authorizes the construction and operation of the Cable System.

  • New Franchise Agreement means the franchise license agreement to be entered into between Buyer and the Franchisor, granting to Buyer a franchise to operate the Hotel under the Brand on and after the Closing Date.

  • Existing Franchise Agreement means that certain franchise license agreement between the Seller and the Franchisor, granting to Seller a franchise to operate the Hotel under the Brand.

  • Retained Contracts means all contracts, agreements, leases, software licenses, rights, obligations or other commitments of the Company that (a) arise out of or are related exclusively to any business or operation of the Company other than the Business, or (b) arise out of or are related in any way to the Business and which, in the case of both clauses (a) and (b) herein, are not Transferred Contracts.

  • Franchise Agreements means (a) the Franchise Agreements set forth on Part IV of Schedule 4.01(p) hereto, and (b) any Franchise Agreement in respect of a Borrowing Base Asset entered into after the Closing Date in compliance with Section 5.01(r).

  • Subfranchisor means a person who is granted a master franchise.

  • Retained Assets has the meaning set forth in Section 2.2.

  • Liquor store means a retailer, as defined in section 111 of the Michigan liquor control code of 1998, 1998 PA 58, MCL 436.1111, that is exclusively or primarily engaged in the sale of alcoholic liquor. The term does not include a retailer that is a retail food store.

  • Hotel Site means the real property on which the Hotel is located or to be located, as approved by us.

  • Franchisor means a person who grants a franchise or master franchise, or an affiliate of such a person. Franchisor includes a subfranchisor with regard to its relationship with a franchisee, unless stated otherwise in this section.

  • Franchise Area means the present legal boundaries of the City as of the Effective Date, and shall also include any additions thereto, by annexation or other legal means as provided in this Agreement.

  • Retained Names and Marks shall have the meaning set forth in Section 5.3.

  • Franchise Agreement or “Agreement” shall mean this Agreement and any amendments or modifications hereto.

  • Liquor Licenses shall have the meaning set forth in Section 8.10.

  • Retained Business means any business now, previously or hereafter conducted by Seller or any of its Subsidiaries or Affiliates other than the Business.

  • Franchisee means a person to whom a franchise is granted. Franchisee includes the following:

  • License means any certificate, license, permit or grant of permission required by the laws of this state, its political subdivisions or instrumentalities as a condition for the lawful practice of any occupation, employment, trade, vocation, business, or profession. Provided, however, that "license" shall not, for the purposes of this article, include any license or permit to own, possess, carry, or fire any explosive, pistol, handgun, rifle, shotgun, or other firearm.

  • Hotel means any establishment used for the purpose of temporary, overnight lodging for which a fee is paid and reservations are required.

  • Retained Group means the Seller, its subsidiaries and subsidiary undertakings from time to time, any holding company of the Seller and all other subsidiaries or subsidiary undertakings of any such holding company (except members of the Group);

  • Liquor License means any license, permit, registration, qualification or other approval required to sell, dispense or distribute alcoholic beverages under the Liquor Laws.

  • Property management means leasing or renting, or offering to lease or rent, real property of others for a fee, commission, compensation, or other valuable consideration pursuant to a property management employment contract.

  • Franchise insurance means an individual insurance policy provided through a

  • Property management system means the Contractor’s system or systems for managing and controlling Government property.

  • Company Real Property means the Company Owned Real Property and the Company Leased Real Property.

  • Franchise Fee means a direct or indirect payment to purchase or operate a franchise. Franchise fee does not include any of the following:

  • Retained Liabilities has the meaning set forth in Section 2.4.