Entity Requirements. As a corporation, limited liability company, or general, limited, or limited liability partnership (each, an “Entity”), you agree and represent that: (1) You have the authority to execute, deliver, and perform your obligations under this Agreement and all related agreements and are duly organized or formed and validly existing in good standing under the laws of the state of your incorporation or formation; (2) Your organizational documents, operating agreement, or partnership agreement, as applicable, will recite that this Agreement restricts the issuance and transfer of certain ownership interests in you, and all certificates and other documents representing ownership interests in you will bear a legend (the wording of which we may prescribe) referring to this Agreement’s restrictions; (3) Exhibit A to this Agreement completely and accurately identifies all of your owners and their interests in you as of the Effective Date; (4) Each owner whose interest in you (alone or with related persons) equals or exceeds twenty percent (20%) of your total ownership, and any owner who actually has management control of the operation of your FACILITY (defined in Subsection D below) regardless of the size of his or her ownership interest (all such owners are called “Principal Owners” and individually a “Principal Owner”), must execute a Guaranty and Assumption of Obligations, in the form attached to this Agreement, undertaking personally to be bound, jointly and severally, by all provisions in this Agreement and any ancillary agreements between you and us. In addition, each owner who is not a Principal Owner must execute a Non-Monetary Guaranty and Assumption of Obligations, in the form attached to this Agreement, undertaking personally to be bound, jointly and severally, by specified non-monetary provisions in this Agreement. Subject to our rights and your obligations under Section 12, you and your owners agree to sign and deliver to us revised Exhibits A to reflect any permitted changes in the information that Exhibit A now contains; (5) Throughout this Agreement’s term, one person must be designated as your “Operator,” responsible overall for supervising and overseeing development and operation of the FACILITY and to whom we may give, and from whom we may receive, direction. Your Operator need not have an ownership interest in you but also may be a Principal Owner or a non-Principal Owner. The Operator as of the Effective Date is identified in Exhibit A. If your Operator leaves during this Agreement’s term, you must appoint a new Operator within the timeframe we specify. Your Operator will supervise your managers (sometimes called KIDVILLE Mayors), who in turn will supervise the FACILITY’s non-managerial employees. Your employees are under your day-to-day control in implementing and maintaining System Standards at the FACILITY; and (6) The FACILITY (and other KIDVILLE Facilities) will be the only business you operate so that your financial, operating, and other records, including financial statements, will reflect only the business represented by KIDVILLE Facilities and your staff will be committed to the KIDVILLE® brand (although your owners and affiliates may have other, non-competitive business interests).
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Sources: Franchise Agreement (Longfoot Communications Corp.)
Entity Requirements. As a corporationBorrower (a) shall not engage or be authorized to engage in any business unrelated to the Project, limited liability company(b) shall not have assets other than those related to its interest in the Project, or general(c) shall not have any Indebtedness other than the Permitted Indebtedness, limited(d) shall have its own books and records separate and apart from any other Person, or limited liability partnership (each, an “Entity”), you agree and represent that:
(1e) You have the authority to execute, delivershall hold itself out as being, and perform your shall conduct all business as, a legal entity, separate and apart from any other Person, with separate stationary, invoices and checks, (f) shall not guaranty the debts or obligations under this Agreement of any other Person, and (g) shall not commingle its assets or funds with those of any other Person. Borrower's Formation Documents shall at all times provide that any dissolution and winding up or insolvency filing for Borrower requires the unanimous consent of all partners, directors or members, as applicable. Borrower and the Principal Parties shall maintain and preserve their existence and all related agreements rights and are duly organized or formed franchises material to their respective businesses and shall be, at all times, validly existing and in good standing under the laws of in the state of your incorporation their formation. Borrower shall be, at all times, validly existing and in good standing in the Governing State. Borrower shall not at any time be a foreign corporation, foreign partnership, foreign trust or formation;
(2) Your organizational documents, operating agreement, or partnership agreementforeign estate, as applicable, will recite that this Agreement restricts those terms are defined in the issuance and transfer Nonforeign Status Statutes. Without limiting the provisions of certain ownership interests in you, and all certificates and other documents representing ownership interests in you will bear a legend (the wording of which we may prescribe) referring to this Agreement’s restrictions;
(3) Exhibit A to this Agreement completely and accurately identifies all of your owners and their interests in you as SECTION 1.10 of the Effective Date;
(4) Each owner whose interest in you (alone or with related persons) equals or exceeds twenty percent (20%) of your total ownershipSecurity Instrument, and neither Borrower nor any owner who actually has management control of the operation Principal Parties shall amend or modify any of your FACILITY their respective Formation Documents without Lender's prior written consent, which shall not be unreasonably withheld unless such amendment or modification relates to a Transfer (defined in Subsection D below) regardless of the size of his or her ownership interest (all such owners are called “Principal Owners” and individually a “Principal Owner”which event Lender's consent may be withheld in Lender's good faith sole discretion). Promptly after Lender's written request from time to time, must execute a Guaranty and Assumption of Obligationsbut not more frequently than once in any calendar year, in the form attached to this Agreement, undertaking personally to be bound, jointly and severally, by all provisions in this Agreement and any ancillary agreements between you and us. In addition, each owner who is not a Principal Owner must execute a Non-Monetary Guaranty and Assumption of Obligations, in the form attached to this Agreement, undertaking personally to be bound, jointly and severally, by specified non-monetary provisions in this Agreement. Subject to our rights and your obligations under Section 12, you and your owners agree to sign and Borrower shall deliver to us revised Exhibits A Lender evidence reasonably satisfactory to reflect any permitted changes Lender that Borrower and the Principal Parties are in compliance with the information that Exhibit A now contains;
(5) Throughout provisions of this Agreement’s term, one person must be designated as your “Operator,” responsible overall for supervising and overseeing development and operation of the FACILITY and to whom we may give, and from whom we may receive, directionSECTION 7.12. Your Operator need not have an ownership interest in you but also may be a Principal Owner or a non-Principal Owner. The Operator as of the Effective Date is identified in Exhibit A. If your Operator leaves during this Agreement’s term, you must appoint a new Operator within the timeframe we specify. Your Operator will supervise your managers (sometimes called KIDVILLE Mayors), who in turn will supervise the FACILITY’s non-managerial employees. Your employees are under your day-to-day control in implementing and maintaining System Standards at the FACILITY; and
(6) The FACILITY (and other KIDVILLE Facilities) will be the only business you operate so that your financial, operating, and other records, including financial statements, will reflect only the business represented by KIDVILLE Facilities and your staff will be committed to the KIDVILLE® brand (although your owners and affiliates may have other, non-competitive business interests).EXHIBIT 4.13
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