Common use of Assignment, Death or Incapacity Clause in Contracts

Assignment, Death or Incapacity. If Area Operator purports to sell, assign, transfer, pledge or encumber in whole or in part the Restaurant, or any interest in the Franchise, without the prior written consent of Noodles & Company; except in the case that (i) or (ii) herein apply and you have made an appropriate request to transfer: (i) upon the death or legal incapacity of an Area Operator who is an individual, Franchisor shall allow up to six (6) months after such death or legal incapacity for the heirs, personal representatives or conservators (the “Heirs”) of Area Operator either to enter into a new Franchise Agreement upon Noodles & Company’s Then Current Franchise Agreement (except that no franchise fee or transfer fee shall be charged), if Noodles & Company is subjectively satisfied that the Heirs meet Noodles & Company’s standards and qualifications, or if not so satisfied to allow the Heirs to sell the franchise to an Entity approved by Noodles & Company; or (ii) upon the death or legal incapacity of an Owner of Area Operator directly or indirectly owning fifty percent (50%) or more of the equity or voting power of Area Operator, Noodles & Company shall allow a period of up to six(6) months after such death or legal incapacity for the Heirs to enter into our Then Current Franchise Agreement or to transfer to another person acceptable by us. If within said six (6) month period said Heirs fail either to enter into a new Franchise Agreement or to sell the franchise to a person approved by Noodles & Company, or fail either to receive our consent to the transfer of such equity or voting rights to the Heirs or to another person acceptable by us, as provided herein, this Agreement shall thereupon automatically terminate;

Assignment, Death or Incapacity. If Area Operator purports Franchisee shall purport to sell, assign, transfer, pledge or encumber in whole or in part the Restaurant, or make any interest in the Franchise, Assignment without the prior written consent of Noodles & CompanyFranchisor; except provided, however, that if the Licensed Restaurant continues to be operated in the case that conformity with this Agreement (i) or (ii) herein apply upon prompt written request and you have made an appropriate request to transfer: (i) upon the death or legal incapacity of an Area Operator a Franchisee who is an individual, Franchisor shall allow up to six (6) 9 months after such death or legal incapacity for the heirs, personal representatives representatives, or conservators (the “Heirs”) of Area Operator Franchisee either to enter into a new Franchise Agreement upon Noodles & CompanyFranchisor’s Then Current Franchise Agreement then current form (except that no initial franchise fee or transfer fee shall be charged), if Noodles & Company Franchisor is subjectively satisfied that the Heirs meet Noodles & CompanyFranchisor’s standards and qualifications, or if not so satisfied to allow the Heirs to sell the franchise Licensed Restaurant to an Entity a person approved by Noodles & Company; Franchisor, or (ii) upon prompt written request and upon the death or legal incapacity of an Owner of Area Operator directly or indirectly owning fifty percent (50%) 20% or more of the equity Equity or voting power of Area Operatora corporate or limited liability company Franchisee, Noodles & Company or a general or limited partner owning 20% or more of any of the Partnership Rights of a Franchisee which is a Partnership, Franchisor shall allow a period of up to six(6) 9 months after such death or legal incapacity for the Heirs to enter into our Then Current Franchise Agreement or to transfer to another person acceptable by us. If within said six (6) month period said Heirs fail either to enter into a new Franchise Agreement or to sell the franchise to a person approved by Noodles & Company, or fail either to receive our seek and obtain Franchisor’s consent to the transfer or Assignment of such equity stock, membership interests or voting rights Partnership Rights to the Heirs or to another person acceptable by usFranchisor. If, within said 9 month period, the Heirs fail either to enter into a new franchise agreement or to sell the Licensed Restaurant to a person approved by Franchisor pursuant to this Agreement, or fail either to receive Franchisor’s consent to the Assignment of such Equity to the Heirs or to another person acceptable by Franchisor, as provided hereinin this Agreement, this Agreement shall thereupon automatically terminate;

Assignment, Death or Incapacity. If Area Operator purports to sell, assign, transfer, pledge or encumber in whole or in part the Restaurant, or any interest in the Franchise, without the prior written consent of Noodles & Company; except in the case that (i) or (ii) herein apply and you have made an appropriate request to transfer: (i) upon the death or legal incapacity of an Area Operator who is an individual, Franchisor shall allow up to six (6) months after such death or legal incapacity for the heirs, personal representatives or conservators (the “Heirs”) of Area Operator either to enter into a new Franchise Agreement upon Noodles & Company’s Then Current Franchise Agreement (except that no franchise fee or transfer fee shall be charged), if Noodles & Company is subjectively satisfied that the Heirs meet Noodles & Company’s standards and qualifications, or if not so satisfied to allow the Heirs to sell the franchise to an Entity approved by Noodles & Company; or (ii) upon the death or legal incapacity of an Owner of Area Operator directly or indirectly owning fifty percent (50%) or more of the equity or voting power of Area Operator, Noodles & Company shall allow a period of up to six(6) months after such death or legal incapacity for the Heirs to enter into our Then Current Franchise Agreement or to transfer to another person acceptable by us. If within said six (6) month period said Heirs fail either to enter into a April 2014 39 Exhibit C to the Franchise Disclosure Document Franchise Agreement new Franchise Agreement or to sell the franchise to a person approved by Noodles & Company, or fail either to receive our consent to the transfer of such equity or voting rights to the Heirs or to another person acceptable by us, as provided herein, this Agreement shall thereupon automatically terminate;

Assignment, Death or Incapacity. If Area Operator purports shall purport to sell, assign, transfer, pledge transfer or encumber in whole or in part the RestaurantCoffeehouse, or any interest in the Franchisesubstantial portion of its assets, without the prior written consent of Noodles & CompanyFranchisor; except provided, however, that on written request and on condition that the Coffeehouse continues to be operated in the case that (i) or (ii) herein apply and you have made an appropriate request to transfer: conformity with this Agreement, (i) upon the death or legal incapacity of an Area a Operator who is an individual, Franchisor shall allow up to six (6) 6 months after such death or legal incapacity for the heirs, personal representatives representatives, or conservators (the “"Heirs”") of Area Operator either to enter into a new Franchise Agreement upon Noodles & Company’s Then Current Franchise Agreement Franchisor's then current form (except that no initial franchise fee or transfer fee shall be charged), if Noodles & Company Franchisor is subjectively satisfied that the Heirs meet Noodles & Company’s Franchisor's standards and qualifications, or if not so satisfied to allow the Heirs to sell the franchise Coffeehouse to an Entity a person approved by Noodles & Company; Franchisor, or (ii) upon the death or legal incapacity of an Owner of Area Operator directly a member or indirectly stockholder owning fifty percent (50%) % or more of the equity capital stock, membership interests or voting power of Area a corporate or limited liability company Operator, Noodles & Company or a general or limited partner owning 50% or more of any of the Partnership Rights of a Operator which is a Partnership, Franchisor shall allow a period of up to six(6) 6 months after such death or legal incapacity for the Heirs to enter into our Then Current Franchise Agreement seek and obtain Franchisor's consent to the transfer or Assignment of such stock, membership interests or Partnership Rights to transfer the Heirs or to another person acceptable by usFranchisor. If If, within said six (6) 6 month period period, said Heirs fail either to enter into a new Franchise Agreement franchise agreement or to sell the franchise Coffeehouse to a person approved by Noodles & CompanyFranchisor pursuant to Section 15.2, or fail either to receive our Franchisor's consent to the transfer or Assignment of such equity stock, membership interest or voting rights Partnership Rights to the Heirs or to another person acceptable by usFranchisor, as provided hereinin Section 15.2, this Agreement shall thereupon automatically terminate;

Assignment, Death or Incapacity. If Area Operator purports Franchisee shall purport to sell, assign, transfer, pledge or encumber in whole or in part the Restaurant, or make any interest in the Franchise, Assignment without the prior written consent of Noodles & Company; except provided, however, that on written request and on condition that the “Xxxxxxxx Coffee” Coffeehouse continues to be operated in the case that (i) or (ii) herein apply and you have made an appropriate request to transfer: conformity with this Agreement, (i) upon the death or legal incapacity of an Area Operator a Franchisee who is an individual, Franchisor Company shall allow up to six (6) 6 months after such death or legal incapacity for the heirs, personal representatives representatives, or conservators (the “Heirs”) of Area Operator Franchisee either to enter into a new Franchise Agreement upon Noodles & Company’s Then Current Franchise Agreement 's then current form (except that no initial franchise fee or transfer fee shall be charged), if Noodles & Company is subjectively satisfied that the Heirs meet Noodles & Company’s 's standards and qualifications, or if not so satisfied to allow the Heirs to sell the franchise “Xxxxxxxx Coffee” Coffeehouse to an Entity a person approved by Noodles & Company; , or (ii) upon the death or legal incapacity of an Owner of Area Operator directly or indirectly owning fifty percent (50%) % or more of the equity capital stock, membership interests or voting power of Area Operatora corporate or limited liability company Franchisee, Noodles & or a general or limited partner owning 50% or more of any of the Partnership Rights of a Franchisee which is a Partnership, Company shall allow a period of up to six(6) 6 months after such death or legal incapacity for the Heirs to enter into our Then Current Franchise Agreement or to transfer to another person acceptable by us. If within said six (6) month period said Heirs fail either to enter into a new Franchise Agreement or to sell the franchise to a person approved by Noodles & seek and obtain Company, or fail either to receive our 's consent to the transfer or Assignment of such equity stock, membership interests or voting rights Partnership Rights to the Heirs or to another person acceptable by usCompany. If, within said 6 month period, the Heirs fail either to enter into a new franchise agreement or to sell the “Xxxxxxxx Coffee” Coffeehouse to a person approved by Company pursuant to Section 15.2, or fail either to receive Company's consent to the Assignment of such stock, membership interest or Partnership Rights to the Heirs or to another person acceptable by Company, as provided hereinin Section 15.2, this Agreement shall thereupon automatically terminate;