Assignment by Franchisee Sample Clauses
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Assignment by Franchisee. The rights and duties created by this Agreement are personal to Franchisee. Franchisee acknowledges that Franchisor has entered into this Agreement in reliance on the individual or collective character, skill, aptitude, business ability, and financial capacity of Franchisee and its owners. Franchisee and each owner of an interest in this Agreement represent, warrant, and agree that all “Interests” in Franchisee are owned in the amount and manner in which Franchisee has disclosed them to Franchisor, as more particularly set forth in Schedule 1 to this Agreement. (An “Interest” means any shares or partnership interests in Franchisee and any other legal or equitable right in any of Franchisee’s stock, revenues, profits, rights or assets. When referring to Franchisee’s rights or assets, an “Interest” also includes this Agreement and Franchisee’s rights under and interest in this Agreement, the Restaurant and the revenues, profits or assets of the Restaurant.) Franchisee and each owner also represent, warrant and agree that no change will be made in the ownership of an Interest other than as permitted by this Agreement or as Franchisor may otherwise approve in writing. Franchisee and each owner agree to furnish Franchisor with evidence as Franchisor may request from time to time to assure that the Interests of Franchisee and each owner remain as permitted by this Agreement, including a list of all persons or entities owning any Interest. If Franchisee is a Business Organization, Franchisee shall cause each of the owners of any equity ownership in Franchisee to execute an agreement granting Franchisor an option to purchase each of such owner’s Interest in Franchisee upon an Assignment as provided in this Section 17.
Assignment by Franchisee. (a) Franchisee understands and acknowledges that the rights and duties created by this Agreement are personal to Franchisee and that the Company has granted the Franchise in reliance upon the individual or collective character, skill, aptitude, attitude, business ability and financial capacity of Franchisee. Therefore, except as provided with respect to assignment to a corporation or partnership, or to a spouse or heirs in the event of Franchisee’s death or disability pursuant to subsection 13.02 (c) below, neither the Franchise, the Restaurant (or any interest therein), nor any part or all of the ownership of the Franchise may be voluntarily, involuntarily, directly or indirectly assigned, sold, subdivided, subfranchised, issued or otherwise transferred by Franchisee (including without limitation by consolidation or merger) without the prior written approval of the Company, which approval shall not be unreasonably withheld. Such assignment or transfer without approval shall constitute a breach hereof and will convey no rights or interests in the Franchise or the Restaurant to such assignee(s). Transferees shall be subject to the Company’s then current franchisee selection and qualification criteria. Grounds for withholding consent to an assignment or transfer include, but are not limited to: (i) the transfer is proposed to be made to any competitor of the Company or a transferee involved with a competitor of the Company; (ii) the transfer is proposed to be made to a transferee who fails to demonstrate to the Company’s satisfaction that it or its owners and management meet the Company’s educational, managerial and business standards, possess good moral character, business reputations, and credit ratings, and have the aptitude and ability to conduct the business contemplated by this Agreement; or (iii) in the Company’s sole judgment, the price, payment terms, or other material terms of the transaction or any financing incurred in connection with the transaction are so burdensome, individually or in the aggregate, as to threaten the continued operation of the Steak n Shake Restaurant after the transfer. Notwithstanding the foregoing, Franchisee may assign its ownership of the Franchise to a duly organized, validly existing partnership, limited liability company, corporation or other entity that is not a natural person provided such partnership, limited liability company, corporation or other entity that is not a natural person is controlled directly or indir...
Assignment by Franchisee. 100 17.7 Acknowledgment of Restrictions.............................100 17.8 Transfer Fee...............................................101 17.9 Transfer to Competitor Prohibited..........................101
Assignment by Franchisee. Neither the franchise nor the ▇▇▇▇▇ (or any interest) nor substantially all of the assets nor any part or all of Franchisee’s ownership may be voluntarily, involuntarily, directly or indirectly assigned, sold, subdivided, subfranchised or otherwise transferred by Franchisee or its owners without the prior written approval of Franchisor. Any assignment or transfer without written approval constitutes a breach and conveys no rights to or interests in the franchise, the ▇▇▇▇▇, or the assets.
Assignment by Franchisee. Franchisee shall have no right to assign this Agreement. Franchisee's interest in this Agreement may be assigned only as part of an assignment of the interest of Lyric and all Franchisees in the Master Franchise Agreement and all Facility Franchise Agreements pursuant to Section 16.2 of the Master Franchise Agreement.
Assignment by Franchisee. Franchisee shall have the right to assign this Agreement, entirely or partially, to any party only with the prior written consent of Franchisor, which shall not be unreasonably withheld. Any sale, assignment or other transfer in the aggregate of more than forty-nine percent (49%) of the stock of Franchisee shall be deemed an assignment hereunder, except that transfers among ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and their children shall not be prohibited.
Assignment by Franchisee. On the Effective Date, the following revisions are made to Section 10.02 of the Franchise Agreement:
Assignment by Franchisee. 16 13.2. Pre-Conditions to Franchisee's Assignment. . . . . . . . .
Assignment by Franchisee. Franchisee shall not subfranchise, sell, assign, transfer, merge, convey or encumber (each, a "Transfer"), the Restaurant, the Franchised Site, this Agreement or any of its rights or obligations hereunder, or suffer or permit any such Transfer of the Restaurant, the Franchised Site, this Agreement or its rights or obligations hereunder to occur by operation of law or otherwise without the prior express written consent of Franchisor. In addition, if Franchisee is a corporation, limited liability company, partnership, MF/FA/CORPU 083047.1/0305 20 business trust, or similar association or entity, the shareholders, members, partners, beneficiaries, investors or other equity holders, as the case may be, may not Transfer their equity interests in such corporation, limited liability company, partnership, business trust, or similar association or entity, without the prior written consent of Franchisor. Furthermore, in the event that any shareholder, member, partner, investor or other equity holder of Franchisee (the "Equity Holder") is a corporation, limited liability company, partnership, business trust, or similar association or entity, the interests of the shareholders, members, partners, beneficiaries, investors or other equity holders, as the case may be, in such Equity Holder, may not be Transferred, without the prior written consent of Franchisor. Franchisor will not unreasonably withhold consent to a Transfer provided the requirements of Section 19.4 have been satisfied. Any Transfer in violation of this Section shall be void and of no force and effect. In the event Franchisee or an Equity Holder is a corporation, limited liability company, partnership, business trust, or similar association or entity with certificated equity interests, all stock or equity certificates of Franchisee or Equity Holder, as the case may be, shall have conspicuously endorsed upon them a legend in substantially the following form: "A transfer of this stock is subject to the terms and conditions of a MAMA FITS NOODLE HOUSE, INC. FRANCHISE AGREEMENT dated the day of 19.3 Death or Disability of Franchisee. Upon Franchisee's death or Disability (as such term is hereinafter defined), this Agreement or the ownership interest of any deceased or disabled shareholder, partner, member or other equity holder of the Franchisee or an Equity Holder must be Transferred to a party approved by Franchisor. Any Transfer, including, without limitation, transfers by devise or inheritance or trust pr...
Assignment by Franchisee. Franchise Owner understands and acknowledges that the rights and duties created by this Agreement are personal to Franchise Owner, and that Franchisor has granted this Franchise in reliance on many factors, including, without limitation, the collective character, skill, aptitude and business and financial capacity of Franchise Owner and any persons owning an interest in Franchise Owner. Accordingly, Franchise Owner nor any person owning any direct or indirect equity interest therein, shall, without Franchisor's prior written consent, directly or indirectly sell, assign, transfer, convey, give away, pledge, mortgage or otherwise encumber any interest; (i) in this Agreement or any portion or aspect thereof, (ii) the Franchised Business, or (iii) any equity or voting interest in Franchise Owner, nor permit the Franchised Business to be operated, managed, directed or controlled, directly or indirectly, by any person or entity other than Franchise Owner (any such act or event is referred to as a "Transfer") without the prior written approval of Franchisor. Any such purported Transfer occurring by operation of law or otherwise, including any Transfer by a trustee in bankruptcy, without Franchisor's prior written consent, shall be a material default of this Agreement.