By Franchisor. This Agreement may be assigned by Franchisor or by any successor, to any party or corporation which may succeed to the business of Franchisor or of such successor by sale of assets, merger, or consolidation or otherwise, and may also be assigned by Franchisor or by such successor to the shareholders thereof in connection with any distribution of the assets of said party or corporation, provided, the assignee assumes the responsibilities and obligations of Franchisor under this Agreement.
By Franchisor. In the event Franchisee is sued for damages in any suit or action based on grounds of Franchisee's infringing use of any Proprietary Mark xxxensed to Franchisee by Franchisor, or of Franchisee's infringing use of materials provided to Franchisee by Franchisor for use in the franchised The Princeton Review business, Franchisor shall defend the suit or action and shall indemnify Franchisee for all damages awarded, provided: Franchisee gives Franchisor immediate notice of any suits or actions instituted or threatened against Franchisee and reasonably cooperates in its defense, and Franchisor has the sole right to control the defense of, and the sole discretion to compromise and settle, any such suit or action.
By Franchisor. This Agreement may be assigned and transferred by Franchisor and will benefit Franchisor's successors and assigns. Any such assignment or transfer will require the assignee to fulfill Franchisor's obligations under this Agreement.
By Franchisor. If Franchisee fails to (i) submit restaurant ------------- related items when required pursuant to this Section, or (ii) pay fees due to Franchisor for these services, Franchisor shall have the right to terminate the Agreement as provided in Section 18.2 of the Agreement.
By Franchisor. Franchisor may terminate this Agreement, at its option and without waiving any other rights (including the right to damages), effective upon delivery of notice of termination to Franchisee, if:
By Franchisor. The occurrence of any of the following will adversely and substantially affect the interests of Franchisor and will be deemed an Event of Default constituting just cause for exercising any of the remedies set forth herein.
By Franchisor. This Agreement, and any or all of FRANCHISOR’s rights and/or obligations under it, are fully transferable by FRANCHISOR in whole or in part, without the consent of FRANCHISEE and shall inure to the benefit of any person or entity to whom FRANCHISOR transfers it, or to any other legal successor to FRANCHISOR’s interests in this Agreement.
By Franchisor. This Agreement is fully transferable by Franchisor, and Franchisor may assign or delegate any or all of its rights and obligations under this Agreement to an Affiliate or an unaffiliated third party.
By Franchisor. Franchisor may, at its option, terminate the Agreement Term or the Development Term, effective upon the delivery of written notice of termination to Master Franchisee or, if applicable, upon Master Franchisee’s failure to cure a breach of this Agreement before the expiration of any period of time within which such breach may be cured in accordance with the provisions set forth below, if: