TRANSFERABILITY OF INTEREST Sample Clauses
TRANSFERABILITY OF INTEREST. A. This Agreement and all rights hereunder can be assigned and transferred by Franchisor and, if so, shall be binding upon and inure to the benefit of Franchisor's successors and assigns; provided, however, that with respect to any assignment resulting in the subsequent performance by the assignee of the functions of Franchisor, the assignee shall: (i) at the time of such assignment, be financially responsible and economically capable of performing the obligations of Franchisor hereunder; and (ii) expressly assume and agree to perform such obligations.
B. Franchisee shall not transfer, sell or assign fifteen percent (15%) or more of the assets used in the Franchised Business or any ownership interest licensed hereunder without the written consent of Franchisor.
C. The rights and duties of Franchisee as set forth in this Agreement, and the franchise herein granted, are personal to Franchisee, and Franchisor has agreed to enter into this contract with Franchisee in reliance upon Franchisee's personal skill and financial ability. Accordingly, neither Franchisee nor any successor of Franchisee, either immediate or remote, to any part of Franchisee's interest in this Agreement may sell, assign, transfer, convey, give away, pledge, mortgage or otherwise encumber any interest in this Agreement or in the franchise granted hereby. Any purported assignment or transfer, whether by operation of law or otherwise, or encumbrance of all or any part of Franchisee's rights, or of all or any part of Franchisee's company under this Agreement, or of all or any part of the operating control of the business of Franchisee, shall be null and void and shall constitute a material breach of this Agreement, for which breach Franchisor may then terminate this Agreement without notice or opportunity to cure, unless such assignment, transfer or encumbrance has the prior written consent of Franchisor.
D. If Franchisee desires to sell or transfer all or any part of its interest in this Agreement and Franchise, or all or any part of the company which operates the Franchised Business, to any transferee, Franchisee shall first obtain the written consent of Franchisor to such transaction, which consent will be conditioned upon the satisfaction of the following conditions:
1. All obligations owed to Franchisor and all other outstanding obligations relating to the Franchised Business shall be fully paid and satisfied.
2. Unless prohibited by the law of the state where the Franchise is located, ...
TRANSFERABILITY OF INTEREST. 27 XV. TERMINATION........................................ 30
TRANSFERABILITY OF INTEREST. 18 XX. DEATH OR INCAPACITY OF FRANCHISEE....................................20
TRANSFERABILITY OF INTEREST. (a) Except as set forth in this Section 6.1, without the written approval of the Management Committee, none of the Manager Member's interest in the LLC (including, without limitation, any interest which has been Transferred to the Manager Member) may be Transferred; PROVIDED, HOWEVER, (i) it is understood and agreed that, in connection with the operation of the business of AMG and the Manager Member (including, without limitation, the financing of its interest herein and direct or indirect interests in additional investment management companies), the Manager Member's interest in the LLC will be pledged and encumbered and lien holders of the Manager Member's interest shall have and be able to exercise the rights of secured creditors with respect to such interest, (ii) the Manager Member may sell some (but not a majority) of its LLC Interests to a Person who is not a Member but who is an Officer or employee of the LLC or who becomes an Officer or employee of the LLC in connection with such issuance, or a Person wholly owned by any such Person, (iii) the Manager Member may sell some (but not a majority) of its LLC Interests to existing Non-Manager Members, and (iv) the Manager Member may sell all or any portion of its LLC Interests to an Affiliate of the Manager Member. Notwithstanding anything else set forth herein, the Manager Member may, with a Majority Vote, Transfer all its interests in the LLC in a single transaction or a series of related transactions, and, in any such case, each of the Non-Manager Members shall be required to Transfer, in the same transaction or transactions, all their interests in the LLC, provided that the price to be received by all the Members shall be allocated among the Members as follows:
(a) an amount equal to the sum of the positive balances, if any, in positive Capital Accounts shall be allocated among the Members having such Capital Accounts in proportion to such positive balances, and (b) the excess, if any, shall be allocated among all Members in accordance with their respective number of LLC Points at the time of such sale. Upon any of the foregoing transactions, the Manager Member shall make the appropriate revisions to SCHEDULE A hereto.
(b) In the case of a Transfer upon foreclosure, pursuant to Section 6.1(a)(i) above, each Transferee shall sign a counterpart signature page to this Agreement agreeing thereby to become either a Non-Manager Member or a Manager Member (provided, however, that once one such other Transfe...
TRANSFERABILITY OF INTEREST. 9.1 TRANSFER BY V2K. V2K shall have the right to transfer or assign all or any part of its rights or obligations herein to any person or legal entity.
TRANSFERABILITY OF INTEREST. 23 9.1. Transfer by V2K....................................................23 9.2.
TRANSFERABILITY OF INTEREST. (a) Except as provided in Section 7.4 below, no Limited Partner may assign, sell, transfer, pledge, hypothecate or otherwise dispose of his interest in the Partnership, in whole or in part (and the transferee may not become a substituted Limited Partner), unless they are subsequently registered under the Securities Act and applicable state securities or Blue Sky laws or are exempt from registration, and without the express prior written consent of the General Partner, which may be granted or denied in its sole discretion. Any attempt in violation of the above shall be null and void.
(b) Any transferee or assignee of Units who has not been admitted to the Partnership as a substituted Limited Partner shall be entitled only to the economic benefits (including the right to receive that share of capital and profits and that right of redemption) to which his assignor would have otherwise been entitled and shall not have any of the rights of a Limited Partner under the Act or this Agreement; and such transferee or assignee shall remain subject to the other terms of this Agreement binding upon Limited Partners.
TRANSFERABILITY OF INTEREST. A. This Agreement and all rights hereunder can be assigned and transferred by Franchisor and, if so, shall be binding upon and inure to the benefit of Franchisor's successors and assigns.
B. If Area Representative is in full compliance with this Agreement, Area Representative may transfer this Agreement with Franchisor's prior written approval, which approval shall not be unreasonably withheld, to a corporation or other entity of which Area Representative owns not less than two-thirds (2/3) of the ownership interest. The transfer fee described in Paragraph XI.E. will be waived by Franchisor, and all owners of such entity must sign a Guaranty and Assumption of Obligations attached as Exhibit B.
C. In the event of the death or permanent disability of the Area Representative (if the Area Representative is an individual or a holder of a legal or beneficial interest of fifty percent (50%) or more in the Area Representative entity), then this Agreement may be assigned, transferred or bequeathed by the Area Representative or a personal representative to any person or beneficiary. However, the assignment of this Agreement to the transferee, assignee or beneficiary shall not be valid or effective until Franchisor has received the properly executed legal documents which its legal counsel deems necessary to properly and legally document the transfer, assignment or bequest of this Agreement, and until the transferee, assignee or beneficiary agrees to be unconditionally bound by the terms and conditions of this Agreement and to personally guarantee the performance of the Area Representative's obligations under this Agreement. Such disposition shall be completed within a reasonable time, not to exceed one hundred eighty (180) days from the date of death or permanent disability and shall be subject to all terms and conditions applicable to transfers contained in this Section.
D. Franchisor shall not unreasonably withhold its consent to any transfer of an interest in the Area Representative or in this Agreement, providing the Area Representative complies with the following conditions:
1. The transferee(s) shall be of good moral character and reputation and shall have a good credit rating and competent business qualifications reasonably acceptable to Franchisor. Area Representative shall provide Franchisor with such information as Franchisor may require to make such determination concerning each such proposed transferee(s).
2. The transferee(s) or such other individual(s) ...
TRANSFERABILITY OF INTEREST. 24 XV. TERMINATION................................................... 27 XVI. EFFECT OF TERMINATION OR EXPIRATION........................... 30 XVII. TAXES, PERMITS, AND INDEBTEDNESS.............................. 32
TRANSFERABILITY OF INTEREST. Except as provided in Article 10 hereof, neither Member shall transfer, sell, assign, pledge, hypothecate, give, or otherwise dispose of all or any portion of its interest in the Joint Venture without the prior written approval of the other Member,