Ad Fund. As soon as practicable following the Closing but in no event later than January 31, 2012, Seller shall cause RE/MAX Institutional Promotional Fund, Inc. (“Seller Ad Fund”) to transfer the Seller Ad Fund to RE/MAX Texas Ad Fund, Inc. (“Buyer Ad Fund”) for $1.00 and on such other terms as are reasonably agreeable in good faith to Seller and the Buyer Ad Fund, including that the Seller Ad Fund’s obligations to perform under its contracts are assumed by the Buyer Ad Fund. The parties acknowledge that the assets of the Seller Ad Fund are held for the benefit of third-party brokers and agents. The representations, warranties and indemnification obligations of Seller and the guaranty obligation of Xxxxxxx Xxxxx in such agreement shall be on terms substantially similar to those provided for in this Agreement, and, shall not exceed, when aggregated with any indemnity claims related to the transactions contemplated in this Purchase Agreement, the limitations on indemnity and any guaranty provided in this Purchase Agreement. Notwithstanding the foregoing, the guaranty provided by Xxxxxxx Xxxxx shall exclusively apply to the obligations of the Seller or its Affiliates as to the Seller Ad Fund solely as it relates to indemnitees for third party claims, and, all other indemnity claims as to the Seller Ad Fund are excluded from the scope of Xxxxxxx Xxxxx’x guaranty.
Ad Fund. The Company may initiate an Ad Fund which shall be administratively segregates on its books and records. Franchisee shall contribute one percent (1%) of its gross revenues to the Ad Fund. Ad Fund revenues will be expended for national, regional, or local advertising, public relations or promotional campaigns or programs designed to promote and enhance the image, identity or patronage of Dick’s Wings restaurants. Such expenditures may include, without limitation (i) to create marketing materials relating to the Dick’s Wings franchise system and the products restaurants sell, (ii) to pay for public relations projects intended to enhance the goodwill and public image of the Dick’s Wings system, (iii) to reimburse Company or its affiliates based on reasonable allocations calculated by Company’s management; (a) for salaries and other overhead expenses that are directly related to marketing project, and (b) for part of the cost of establishing and maintaining a Dick’s Wings internet website and (iv) conducting marketing studies, and the production and purchase of advertising art, commercials, musical jingles, print advertisements, restaurant materials, media advertising, outdoor advertising art, vehicle decals, sponsorships and direct mail pamphlets and literature. Company has the right to determine the cost, media, content, format, style, timing, allocation, and all other matters relating to such advertising, public relations, and promotional campaigns. Nothing herein shall be construed as to be required by Company to allocate or expend Ad Fund contributions so as to benefit any particular franchisee or group of franchisees on a pro rata or proportional basis or otherwise. Any additional advertising shall be at the sole cost and expense of Franchisee. Upon written request, Company shall furnish to Franchisee within one hundred twenty (120) days after the end of each calendar year, a report for the preceding year, prepared and certified correct by an officer of the Company, containing the calculations of the amount which Company actually expended during such calendar year and the amount remaining which shall be carried over for use during the following year(s). If less than the total of all contributions to the Ad Fund is expended during any fiscal year, such excess may be accumulated for use during subsequent years. If Company advances money to the Ad Fund, Company will be entitled to be reimbursed for such advances. Ad Fund contributions are in addition to loc...
Ad Fund. The Company may initiate an Ad Fund which shall be administratively segregates on its books and records. Franchisee shall contribute one percent (1%) of its gross revenues to the Ad Fund. Ad Fund revenues will be expended for national, regional, or local advertising, public relations or promotional campaigns or programs designed to promote and enhance the image, identity or patronage of Dick’s Wings restaurants. Such expenditures may include, without limitation (i) to create marketing materials relating to the Dick’s Wings franchise system and the products restaurants sell, (ii) to pay for public relations projects intended to enhance the goodwill and public image of the Dick’s Wings system, (iii) to reimburse Company or its affiliates based on reasonable allocations calculated by Company’s management; (a) for salaries and other overhead expenses that are directly related to marketing project, and (b) for part of the cost of establishing and maintaining a Dick’s Wings internet website and
