Common use of Advance Notice of Proposed Terms and Right of First Refusal Clause in Contracts

Advance Notice of Proposed Terms and Right of First Refusal. a. If Franchisee, or any shareholder, member, or partner of Franchisee, has received and desires to accept a signed bona fide written offer from a third party to purchase Franchisee’s rights under this Agreement, or any part of them, then before making any binding commitment regarding such transfer, Franchisee shall notify USI, which notice must include a complete copy of the offer, and for every proposed transferee: (1) Name, address and telephone number; (2) business experience and present occupation; a (3) recent financial statement; and (4) any other information USI may reasonably request. Franchisee must also include information as to the identity of all who will own an interest in this Agreement or in the franchised business after the completion of the transfer, their respective interests, and the proposed terms and conditions of sale and payment. b. USI will have the right and option, exercisable within thirty (30) days after the date USI receives its copy of the offer and all information specified in Section 3.2.a, to purchase the interest proposed to be transferred at the price and upon the same terms and conditions specified in the notice; provided, however, that if the consideration in the offer includes stock or anything other than money, USI may substitute the fair value of that consideration. c. If USI does not exercise this option, and the terms of the unaccepted offer are altered, USI must, in each such instance, be notified by Franchisee of the changed offer; and USI will again have thirty (30) days to exercise its right to purchase on the altered terms. If USI does not exercise its option, then the transfer may take place on the terms and price set forth in the offer; provided (1) USI gives its written consent, (2) the transfer takes place no later than six (6) months from receipt of USI’s written waiver of its right to exercise its option to purchase, and (3) all the conditions set forth in Section 3.3 below are satisfied.

Advance Notice of Proposed Terms and Right of First Refusal. a. If Franchiseeyou, or any shareholder, member, member or partner of Franchisee, has received and desires to accept a signed bona fide written offer from a third party to purchase Franchisee’s 's rights under this Agreement, or any part of themit, then and before making any binding commitment regarding such transfer, Franchisee you shall notify USI, which notice must include us and provide us with a complete copy of the offer, and offer which must include for every proposed transferee: : (1) Name, address and telephone number; (2) business experience and present occupation; a and (3) recent credit rating and financial statement; and (4) any other information USI may reasonably requeststatus. Franchisee must also include information as to the identity of all who will own an interest in this Agreement or in the franchised business Franchised Business after the completion of the transfer, their respective interests, and the proposed terms and conditions of sale and payment. b. USI will Franchisor shall have the right and option, exercisable within thirty (30) days after the date USI Franchisor receives its copy of the offer and all information specified in Section 3.2.aoffer, to purchase the interest proposed to be transferred transferred, at the price and upon the same terms and conditions specified in the notice; provided, however, that if the consideration in the offer includes stock or anything other than money, USI may substitute the fair value of that consideration. c. If USI Franchisor does not exercise this option, and the terms of the unaccepted offer are altered, USI we must, in each such instance, be notified by Franchisee of the changed offer; and USI we will again have thirty (30) days to exercise its our right to purchase on the altered terms. If USI Franchisor does not exercise its option, then the transfer may take place on the terms and price set forth in the offernotice; provided (1) USI Franchisor gives its written consent, (2) the transfer takes place no later than six (6) months from receipt of USI’s Franchisor's written waiver of its right refusal to exercise its option to purchase, and (3) all the conditions set forth in Section 3.3 SECTION 12.3 below are satisfied.