By Franchisor Sample Clauses
The "BY FRANCHISOR" clause defines the rights or actions that the franchisor is permitted to take under the agreement. Typically, this clause outlines specific circumstances or procedures where the franchisor may exercise authority, such as terminating the franchise, enforcing standards, or making operational decisions. For example, it may allow the franchisor to end the agreement if the franchisee breaches certain obligations or fails to meet performance criteria. The core function of this clause is to clearly establish the franchisor's powers and protect their interests, ensuring they can maintain control over the franchise system and address issues efficiently.
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By Franchisor. Franchisor may terminate this Agreement, at its option and without waiving any other rights (including the right to damages), effective upon delivery of notice of termination to Developer, if:
(1) Developer fails to satisfy the development obligations for any Sub-Area pursuant to this Agreement;
(2) Developer or any of its Owners has made or makes any material misrepresentation or omission in its application or acquisition of the rights under this Agreement, in materials submitted relating to a transfer, or in otherwise performing its obligations hereunder, including with respect to any Anti-Terrorism Laws;
(3) Developer, any of its Owners or the Development Manager is convicted by a trial court of, or pleads guilty or no contest to a felony or any other crime or offense, or engages in any misconduct or behavior, that might adversely affect the reputation of UFood Outlets or Developer or the goodwill associated with the Marks;
(4) Developer or any other Person makes a purported assignment or transfer in violation of this Agreement;
(5) Developer (or any of its Owners or employees) makes any unauthorized use, disclosure or duplication of any of the Confidential Information, makes any unauthorized use of the Marks or challenges or seeks to challenge the validity of Franchisor's or its Affiliates' rights in and to the Marks or the Confidential Information;
(6) Developer (or any of its Owners) applies for or otherwise obtains a registration of any ▇▇▇▇ anywhere in the world;
(7) Developer, any of its Owners, or any member of their Immediate Families (whether or not bound by individual noncompetition undertakings), or other Person who has executed such individual undertaking, violates the restrictions in this Agreement or such undertaking with respect to Competitive Businesses or Confidential Information;
(8) Developer fails to make payments of any amounts due Franchisor or its Affiliates and does not correct such failure within ten (10) days after written notice of such failure is delivered to Developer;
(9) Developer or any of its Owners fails to comply with any other provision of this Agreement and does not correct such failure within thirty (30) days after written notice of such failure is delivered to Developer;
(10) Franchisor has delivered a notice of termination of one (1) or more Franchise Agreements executed pursuant to this Agreement in accordance with its terms and conditions, or Developer (or a Controlled Affiliate) has attempted to terminate this ...
By Franchisor. In the event Franchisee is sued for damages in any suit or action based on grounds of Franchisee's infringing use of any Proprietary Mark ▇▇▇ensed to Franchisee by Franchisor, or of Franchisee's infringing use of materials provided to Franchisee by Franchisor for use in the franchised The Princeton Review business, Franchisor shall defend the suit or action and shall indemnify Franchisee for all damages awarded, provided: Franchisee gives Franchisor immediate notice of any suits or actions instituted or threatened against Franchisee and reasonably cooperates in its defense, and Franchisor has the sole right to control the defense of, and the sole discretion to compromise and settle, any such suit or action.
By Franchisor. This Agreement may be assigned by Franchisor or by any successor, to any party or corporation which may succeed to the business of Franchisor or of such successor by sale of assets, merger, or consolidation or otherwise, and may also be assigned by Franchisor or by such successor to the shareholders thereof in connection with any distribution of the assets of said party or corporation, provided, the assignee assumes the responsibilities and obligations of Franchisor under this Agreement.
By Franchisor. This Agreement shall be fully transferable by Franchisor.
By Franchisor. This Agreement may be assigned and transferred by Franchisor and will benefit Franchisor's successors and assigns. Any such assignment or transfer will require the assignee to fulfill Franchisor's obligations under this Agreement.
By Franchisor. Franchise Owner acknowledges that the strict performance of all the terms of this Agreement is necessary not only for protection of the Franchisor, but also for the protection of Franchise Owner and other r franchise owners of the Franchisor. As a result, Franchise Owner the reform acknowledges and agrees that strict and exact performance by Franchise Owner ofeach of the covenants and conditions contained in this Agreement is a condition precedent to the continuation of this Agreement. If Franchise Owner shall breach any provision of this Agreement, then the Franchisor shall notify Franchise Owner in writing of such breach, specifying its nature and giving Franchise Owner thirty (30) days in which to remedy same. If Franchise Owner shall fail to remedy such breach during said thirty (30) days, then the Franchisor may terminate this Agreement and the Franchise effective immediately upon receipt by Franchise Owner of notice of termination. Termination of Franchise -- Without Cure Notwithstandingthe foregoing, Franchise Owner shall bedeemed to be in breach and the Franchisor, at its option, may terminate this Agreement and all rights granted under it, without affording Franchise Owner any opportunity to cure the breach, effective immediately upon the Franchisor notifying Franchise Owner in writing of such breach, upon the occurrence of any of the following:
By Franchisor. This Agreement is fully transferable by Franchisor and shall inure to the benefit of any assignee or other legal successor to the interests of Franchisor herein. Master Franchisee acknowledges and agrees that Franchisor may assign or delegate any or all of its rights and obligations under this Agreement to an Affiliate or an unaffiliated third party. In the event Franchisor delegates or assigns any obligations as aforesaid, Franchisor may direct Master Franchisee to make payments due to Franchisor hereunder directly to the delegate or assignee.
By Franchisor. If Franchisee fails to (i) submit restaurant ------------- related items when required pursuant to this Section, or (ii) pay fees due to Franchisor for these services, Franchisor shall have the right to terminate the Agreement as provided in Section 18.2 of the Agreement.
By Franchisor. Franchisor may, at its option, terminate the Agreement Term or the Development Term, effective upon the delivery of written notice of termination to Master Franchisee or, if applicable, upon Master Franchisee’s failure to cure a breach of this Agreement before the expiration of any period of time within which such breach may be cured in accordance with the provisions set forth below, if:
(a) Master Franchisee or an Owner makes a Transfer in violation of Section 12.2;
(b) Master Franchisee or an Owner of a Controlling Interest in Master Franchisee is convicted by a trial court of, or pleads guilty to, a crime or offense that may adversely affect the goodwill associated with the Marks or the reputation of Restaurants, or engages in conduct that Franchisor, in its reasonable judgment, believes may adversely affect its reputation or the goodwill associated with the Marks; Muscle Maker Development International LLCMaster Franchise Agreement – Saudi Arabia1419.001.308072.5
(c) Master Franchisee or an Owner applies for trademark or service m▇▇▇ registration of any of the Marks anywhere in the world, or makes any unauthorized use of the Marks or an unauthorized use or disclosure of Confidential Information;
(d) Master Franchisee becomes insolvent in the sense that Master Franchisee is unable to pay its bills as they become due or its liabilities exceed its assets; Master Franchisee makes an assignment for the benefit of creditors or a written admission of its inability to pay its obligations as they become due, files a voluntary petition in bankruptcy, files any pleading seeking any reorganization, liquidation or dissolution under any law, admits or fails to contest the material allegations of any such pleading filed against it, or is adjudicated a bankrupt or insolvent; a receiver, trustee, liquidator or other Person acting in a comparable capacity is appointed for a substantial part of its assets; or the claims of creditors of Master Franchisee or its Owners are abated or subject to a moratorium under any law;
(e) Master Franchisee or any Restricted Person violates the restrictions set forth in Section 8 (Confidential Information) or Section 9 (Exclusive Relationship);
(f) Master Franchisee fails to pay any amount when due hereunder to Franchisor and does not correct such failure within 10 days after written notice thereof;
(g) any Franchise Agreement is terminated due to Master Franchisee’s fault;
(h) Master Franchisee fails to strictly comply with the Developm...
By Franchisor. Franchisor may at its option terminate the Agreement Term or the Development Term, effective upon the delivery of written notice of termination to Master Franchisee or, if applicable, upon Master Franchisee's failure to cure a breach of this Agreement before the expiration of any period of time within which such breach may be cured in accordance with the provisions set forth below, if: (i) Master Franchisee fails to satisfy the Development Quota for two consecutive Development Periods or an aggregate of four (4) Development Periods; (ii) Franchisor elects to terminate this Agreement as provided in Section 6.5; (iii) Master Franchisee or an Owner makes an assignment or transfer in violation of this Agreement; (iv) Master Franchisee or an Owner of a Controlling Interest in Master Franchisee is convicted by a trial court of, or pleads guilty to, a crime or offense that may adversely affect the goodwill associated with the Marks or the reputation of QUIZNO'S Restaurants, or engages in conduct that adversely affects the reputation of Franchisor or the goodwill associated with the Marks; (v) Master Franchisee or an Owner applies for trademark or service ▇▇▇▇ registration of any of the Marks anywhere in the world, or makes any unauthorized use of the Marks or an unauthorized use or disclosure of the Confidential Information; (vi) Master Franchisee becomes insolvent in the sense that Master Franchisee is unable to pay its bills as they become due or the liabilities of Master Franchisee exceed its assets;