FRANCHISOR'S RIGHT OF FIRST REFUSAL Clause Samples
The Franchisor's Right of First Refusal clause grants the franchisor the priority opportunity to purchase the franchise or its assets before the franchisee can sell them to a third party. Typically, if a franchisee receives a bona fide offer from an outside buyer, they must first present the offer to the franchisor, who then has a specified period to match the terms and acquire the interest themselves. This clause serves to give the franchisor control over changes in franchise ownership, helping maintain brand consistency and preventing unwanted parties from entering the franchise system.
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FRANCHISOR'S RIGHT OF FIRST REFUSAL. If Franchisee or any of its Owners shall at any time determine to sell an interest in this Agreement, the Outlet, some or all of the Operating Assets (other than in the ordinary course of business) or an Ownership Interest in Franchisee, Franchisee or its Owner(s) shall obtain a bona fide, arm's-length, executed purchase agreement (and any ancillary agreements) in complete and definitive form, not subject to any financing contingency or other material, substantive contingency (other than Franchisor's consent and waiver of its right of first refusal as described herein), and an ▇▇▇▇▇▇▇ money deposit (in the amount of five percent (5%) or more of the purchase price) from a qualified, responsible, bona fide and fully disclosed purchaser. A true and complete copy of such purchase agreement and any proposed ancillary agreements shall immediately be submitted to Franchisor by Franchisee, such Owner(s) or both. The purchase agreement (1) must apply only to an interest which is permitted to be transferred under this Agreement, (2) may not include the purchase of any other property or rights of Franchisee (or such Owner(s)), and (3) must not provide for any additional payments to be made, or any increase in the amounts payable, in the event Franchisor exercises its right of first refusal hereunder. The price and terms of purchase offered to Franchisee (or such Owner(s)) in the purchase agreement for the aforementioned interests shall reflect the bona fide price offered therefor and shall not reflect any value for any other property or rights. Franchisor shall have the right, exercisable by written notice delivered to Franchisee or such Owner(s) within thirty (30) days from the date of receipt by Franchisor of an exact copy of such purchase agreement, together with payment of any applicable transfer fee and a completed and executed application for Franchisor's consent to transfer such interest, to purchase such interest for the price and on the terms and conditions contained in such purchase agreement, provided that: (i) Franchisor may substitute cash, a cash equivalent, or marketable securities of equivalent value for any form of payment proposed in such purchase agreement; (ii) Franchisor's credit shall be deemed equal to the credit of any proposed purchaser; and (iii) Franchisor shall have not less than ninety (90) days to prepare for closing, subject to extension at Franchisor's option to enable Franchisor, Franchisee or other Person to obtain any necessary cons...
FRANCHISOR'S RIGHT OF FIRST REFUSAL. If the FRANCHISEE or its owners shall at any time determine to sell the FRANCHISE, this Agreement, the STORE or its assets or an ownership interest in the FRANCHISEE, the FRANCHISEE or its owners shall obtain a bona fide, executed written offer accompanied by a cashier's check for ten percent (10%) of the purchase price to serve as forfeitable earn▇▇▇ ▇▇▇ey thereunder, from a responsible and fully disclosed purchaser and shall submit an exact copy of such offer to the FRANCHISOR. The FRANCHISOR or its designee shall, for a period of thirty (30) days from the date of delivery of such offer, have the right, exercisable by written notice to the FRANCHISEE or its owners, to purchase the interest for the price and on the terms and conditions contained in such offer; provided that the FRANCHISOR or its designee may substitute cash for any form of payment proposed in such offer. If the FRANCHISOR or its designee does not exercise this right of first refusal, the FRANCHISEE or its owners may complete the sale of the FRANCHISE, the STORE and its assets or such ownership interest to such purchaser (on the terms of the bona fide offer subject to the FRANCHISOR's approval of the purchaser as provided in Paragraph B of this Section); provided that if the sale to such purchaser is not completed within one hundred twenty (120) 48 49 days after delivery of such offer to the FRANCHISOR, the FRANCHISOR or its designee shall again have the right of first refusal as herein provided.
FRANCHISOR'S RIGHT OF FIRST REFUSAL. 1. Any party who holds an interest (as reasonably determined by the Franchisor and not including the Franchisor's System, Proprietary Marks or other property of the Franchisor) in the Franchisee or in the Franchised Business and who desires to accept any bona fide offer from a third party to purchase his interest shall notify the Franchisor in writing of each such offer and, except as otherwise provided herein, the Franchisor shall have the right and option, exercisable within thirty (30) days after receipt of such written notification, to send written notice to the seller that the Franchisor intends to purchase the seller's interest on the same terms and conditions offered by the third party. Any material change in the terms of any offer prior to closing shall constitute a new offer subject to the same right of first refusal by the Franchisor as in the case of an initial offer. In the event that the Franchisor elects to purchase the seller's interest, closing on such purchase must occur by the later of (i) the closing date specified in the third party offer; or (ii) within sixty (60) days from the date of notice to the seller of the Franchisor's election to purchase. Failure of the Franchisor to exercise the option afforded by this Section XII.E. shall not constitute a waiver of any other provision of this Agreement, including all of the requirements of this Section XII, with respect to a proposed transfer.
2. In the event the consideration, terms and/or conditions offered by a third party are such that the Franchisor may not reasonably be required to furnish the same consideration, terms and/or conditions, then the Franchisor may purchase the Franchised Business proposed to be sold for the reasonable equivalent in cash. If the parties cannot agree, within a reasonable time, on the reasonable equivalent in cash of the consideration, terms and/or conditions offered by a third party, an independent appraiser shall be designated, and his determination shall be final and binding.
FRANCHISOR'S RIGHT OF FIRST REFUSAL. If Franchisee desires to sell or otherwise transfer the Franchised Business and assign this Agreement, Franchisee shall deliver to Franchisor written notice setting forth all the terms of the proposed transfer and assignment and all information that Franchisor requests concerning the proposed assignee. Franchisor shall have the option, during the fifteen (15) days after receipt of the notice, to purchase the Franchised Business and accept assignment of this Agreement on the terms contained in the notice, provided that Franchisor shall have the right to substitute the cash equivalent of any noncash consideration described in such notice. If Franchisor exercises this option, the purchase of the Franchised Business by Franchisor must be completed no later than thirty (30) days after Franchisor's notice to Franchisee of its purchase election. If Franchisor does not exercise this option during such fifteen (15) day period then Franchisee may, during the following one hundred twenty (120) days, transfer the Franchised Business and assign this Agreement to the proposed assignee on the terms in the notice, provided that the assignment shall be made, without limitation, in compliance with this Section 22. Any proposed transfer not completed within such one hundred twenty (120) day period or any material change in the terms of the proposed transaction prior to closing shall constitute a new offer to which Franchisor shall have the right of first refusal and shall require compliance with this Section 22.5.
FRANCHISOR'S RIGHT OF FIRST REFUSAL. If Franchisee desires to sell or otherwise transfer the Franchised Business and assign this Agreement, Franchisee shall deliver to Franchisor written notice setting forth all the terms of the proposed transfer and assignment and all information that Franchisor requests concerning the proposed assignee. Franchisor shall have the option, during the fifteen (15) days after receipt of the notice, to purchase the Franchised Business and accept assignment of this Agreement on the terms contained in the notice, provided that Franchisor shall have the right to substitute the cash equivalent of any noncash consideration described in such notice. If Franchisor exercises this option, the purchase of the Franchised Business by Franchisor must be completed no later than thirty (30) days after Franchisor's notice to Franchisee of its purchase election.
FRANCHISOR'S RIGHT OF FIRST REFUSAL. In the event the Master Franchisee wishes to sell, transfer or assign its rights under this Agreement or any interest in it, or any substantial portion of the assets used in carrying out this Agreement to a third party, the Master Franchisee agrees to grant to the Franchisor a 15 day right of first refusal to purchase such rights or assets on the same terms and conditions as are contained in the written offer to purchase submitted to the Master Franchisee by the proposed purchaser. The Master Franchisee shall immediately notify the Franchisor of such offer by sending a written notice via courier, telegram or telefax to the Franchisor enclosing a copy of the written offer from the proposed purchaser and receipt of such notice must be confirmed in writing upon receipt by Franchisor. Such right of first refusal is effective for each proposed assignment. Absence of a reply to the Master Franchisee's notice of a proposed assignment within the 15 day period is deemed a waiver of such right of first refusal. The right of first refusal period will run concurrently with the period in which the Franchisor has to approve or disapprove the proposed transferee. If the Franchisor chooses not to exercise its right of first refusal, the Master Franchisee shall be free to complete the sale, transfer or assignment, subject to compliance with all other pre-conditions for assignment set forth herein.
FRANCHISOR'S RIGHT OF FIRST REFUSAL. If Developer or any of its Owners shall at any time determine to sell an interest in this Agreement, all or substantially all of the assets of Developer, or an Ownership Interest in Developer, Developer or its Owner(s) shall obtain a bona fide, arm's-length, executed purchase agreement (and any ancillary agreements) in complete and definitive form, not subject to any financing contingency or other material, substantive contingency (other than Franchisor's consent and waiver of its right of first refusal as described herein), and an ▇▇▇▇▇▇▇ money deposit (in the amount of five percent (5%) or more of the purchase price) from a qualified, responsible, bona fide and fully disclosed purchaser. A true and complete copy of such purchase agreement and any proposed ancillary agreements shall immediately be submitted to Franchisor by Developer, such Owner(s) or both. The purchase agreement (1) must apply only to an interest which is permitted to be transferred under this Agreement, (2) may not include the purchase of any other property or rights of Developer (or such Owner(s)), and (3) must not provide for any additional payments to be made, or any increase in the amounts payable, in the event Franchisor exercises its right of first refusal hereunder. The price and terms of purchase offered to Developer (or such Owner(s)) in the purchase agreement for the aforementioned interests shall reflect the bona fide price offered therefor and shall not reflect any value for any other property or rights. Franchisor shall have the right, exercisable by written notice delivered to Developer or such Owner(s) within thirty (30) days from the date of receipt by Franchisor of an exact copy of such purchase agreement, together with payment of any applicable transfer fee and a completed and executed application for Franchisor's consent to transfer such interest, to purchase such interest for the price and on the terms and conditions contained in such purchase agreement, provided that: (i) Franchisor may substitute cash, a cash equivalent, or marketable securities of equivalent value for any form of payment proposed in such purchase agreement; (ii) Franchisor's credit shall be deemed equal to the credit of any proposed purchaser; and (iii) Franchisor shall have not less than ninety (90) days to prepare for closing, subject to extension at Franchisor's option to enable Franchisor, Developer or any other Person to obtain any necessary consent of a third party, including obtaining any n...
FRANCHISOR'S RIGHT OF FIRST REFUSAL. In the event of any proposed sale, gift, transfer or assignment of its rights under this Agreement, the Franchisee agrees to grant the Franchisor a 30-day right of first refusal to purchase such rights on the same terms and conditions as are contained in the most recently executed Franchise Agreement.
FRANCHISOR'S RIGHT OF FIRST REFUSAL. (a) Except with respect to an Assignment to a Business Entity as provided for in paragraph 11.03(b), or an Assignment to Franchisee’s heirs, personal representatives or conservators in the case of Franchisee’s death or legal incapacity, within 30 days after Franchisor’s receipt of Franchisee’s notice of its intent to assign its interest in this Agreement (or if Franchisor shall request additional information, within 30 days after receipt of such additional information), Franchisor may, at its option, accept the proposed Assignment to itself or its nominee, upon the terms and conditions specified in the notice. Should Franchisor not exercise its option and Franchisee fails to consummate the proposed Agreement within 90 days upon the same terms and with the same assignee as disclosed in the notice to Franchisor, Franchisor’s right of first refusal shall revive.