Franchise Operations Clause Samples

Franchise Operations. (a) Kidville has provided Parent with a copy of each version of the multistate disclosure document (the “Disclosure Documents”) utilized by Kidville or any related entity (collectively, the “Franchisor Companies”) in connection with grants or sales of the right to develop and/or operate Kidville facilities. Except as otherwise disclosed on Schedule 4.22(a), the Franchisor Companies have prepared and maintained their Disclosure Documents in compliance with Disclosure Requirements and Prohibitions Concerning Franchising, issued in 2007 by the Federal Trade Commission (the “FTC Disclosures”) and the guidelines adopted by the North American Securities Administrators Association, as amended from time to time (the “Guidelines”), have registered the franchise offering or otherwise qualified for applicable exemptions in each state within the United States requiring registration and approval prior to any offers or sales of franchises in such states, and have filed all material changes, amendments and renewals thereto on a timely and accurate basis and have paid all fees with respect thereto. (b) Kidville has heretofore made available to Parent correct and complete copies of all franchise registration orders, franchise advertising or promotional materials, Disclosure Documents or agreements filed with any Governmental Authority or otherwise used by any of the Franchisor Companies in connection with the offer, sale and operation of franchises or business opportunities in any jurisdiction in which any of the Franchisor Companies has sold franchises. The Franchisor Companies have not, in any of the aforementioned documents (including, without limitation, any Disclosure Documents), made any untrue statement of a material fact, or omitted any material fact necessary to make the statements made by the Franchisor Companies, taken as a whole, not misleading, in connection with the offer or sale of any franchise or business opportunity. To Kidville’s Knowledge, none of the Franchisor Companies’ officers, directors, employees, agents or representatives made any untrue statement of material fact, or omitted any material fact necessary to make the statements made by such individual, taken as a whole, not misleading, in connection with the offer or sale of any franchise or business opportunity. (c) The Franchisor Companies have not authorized their respective officers, directors, employees, agents or representatives to furnish directly to prospective franchisees any materials or...

Franchise Operations. Except as disclosed by Sellers to Purchaser in writing prior to Closing, to Sellers' Knowledge, Sellers have complied with all Applicable Laws, including franchise and business opportunity laws, of every Governmental Body, including the Federal Trade Commission (the "FTC"), in offering and selling their "Chesapeake Bagel Bakery" franchises and area franchises. Schedule 1.1(g) contains a complete list of all franchise agreements, area franchise development agreements and other similar agreements together with all amendments, modifications, renewals, extensions and addended thereto to which either Seller is a party. The Sellers have not obtained a federal copyright with respect to the "American Bagel's Operator Manual" and all supplemental business manuals. Except as set forth in Schedule 4.33 hereto, no franchisee or area franchisee of either Seller has commenced or, to the best of Sellers' Knowledge Threatened to commence a Proceeding against either the Seller or with respect any matter, cause or thing whatsoever. Except as set forth in Schedule 4.33 hereto or as previously disclosed by Sellers to Purchaser in writing prior to the execution hereof, all of the terms and conditions of all franchises and all area franchises to which either Seller is a party are contained in a written document identified on Schedule 1.1(g) hereto, and, except as set forth in such Schedule, no such term or condition has been waived by either Seller. Each jurisdiction in which Sellers have registered its franchises and/or area franchises for offer and sale is listed on Schedule 4.33 hereto together with any conditions to registration imposed by any such jurisdiction. Schedule 4.33 sets forth a description of all outstanding offers by the Sellers to enter into franchise agreements and/or area franchise development agreements which prospective franchisees and area franchisees. Such Schedule also sets forth a description of all of franchise agreements and area franchise development agreements terminated, canceled or revoked by the Sellers at any time during the past three (3) years, including the respective dates of termination or cancellation and the reasons therefor. Except as previously disclosed by Sellers to Purchaser in writing prior to the execution hereof, the Sellers' Franchise Offering Circulars in use in each

Franchise Operations. 23 ARTICLE 5: REPRESENTATIONS AND WARRANTIES OF PURCHASER...................... 24

Franchise Operations. The franchise operations for the franchised St. ▇▇▇▇ Bagel Co., Inc., (the "Franchisor") stores have been conducted exclusively through Franchisor. Except as set forth on Schedule 4.35 hereto, to the best of Franchisor's knowledge, at all times since Franchisor has been offering for sale franchises for the operation of bagel store facilities, Franchisor has been, and currently is in compliance with all material laws, rules and regulations applicable to the offer for sale or sale of franchises in all jurisdictions in which Franchisor has offered for sale or sold, or is offering for sale or proposes to offer or to sell franchises. Except as set forth on Schedule 4.35 hereto, to the best of Franchisor's knowledge, no franchisee has a cause of action against Franchisor under applicable federal or state laws, rules and regulations governing the offer and sale of franchises arising out of the offer and sale of the franchise(s) purchased by such franchisee; and Franchisor has not been charged with any violation of any state or other applicable law or administrative regulation in respect of the offer for sale or sale of such franchises.

Franchise Operations. (a) The Company has provided Newco with a copy of the Company's and its Subsidiaries' currently effective uniform franchise offering circulars used by the Company and its Subsidiaries to offer and sell franchises and subfranchises in the United States and throughout the world for each of its and their brands, namely, Blimpie, Smoothie Island Juice Bar, Maui Taco and Pasta Central (collectively, the "Brands") ("Uniform Franchise Offering Circulars" or "UFOCs").

Franchise Operations. Except to the extent it could not reasonably be expected to have a Material Adverse Effect: (i) Except as set forth in Schedule 2.13(c)(i), the Company and its Subsidiaries have not assigned or pledged any Franchise Agreement or its or their rights thereunder, and have good and valid title to such Franchise Agreements, and the Company is the sole holder of each Franchise Agreement and the rights of the franchisor thereunder, free and clear of any lien or encumbrance of any kind or nature. (ii) Except as set forth in Schedule 2.13(c)(ii), the Company’s franchise operation manuals do not impose any obligations or set forth any requirements that are inconsistent with any of the Franchise Agreements, Area Development Agreements and/or UFOCs. (iii) Except as set forth in Schedule 2.13(c)(iii), with respect to all terminations since January 1, 2003, the Company has complied with all applicable state franchise termination, unfair practices, and/or relationship Regulations, including, but not limited to, those Regulations’ requirements with respect to the proper notice of default, time to cure, and the actual termination of any Franchisee or business opportunity operator (“Relationship Regulations”). (iv) Except as set forth in Schedule 2.13(c)(iv), the Company and its Subsidiaries have no currently effective contracts with any formal or informal franchisee association or group of franchisees regarding any Franchise Agreement, Standard Form Franchise Agreement, Standard Form Area development Agreement, or franchise operational matter.

Franchise Operations. Spring Break LLC provides the Client with the first draft of a comprehensive operations manual for your new franchise operation. This manual is intended to be provided by you to your new franchisees and includes details of how to start a business like yours from scratch and how to operate it. However Spring Break LLC will highlight sections of this manual that need to be completed by you with specific and proprietary information regarding the specific operation of your business. You agree to make such changes to the document. Spring Break LLC will fully review the Client’s manual upon your completion.

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Franchise Operations. 19 Section 2.26