Common use of Franchise Fees, Etc Clause in Contracts

Franchise Fees, Etc. Seller, Buyer and Franchisor shall calculate and pay in accordance with Section 5.1: (i) the amount of any unpaid (or overpaid) royalty-service fees and unpaid (or overpaid) advertising-promotion fees due to Franchisor under the Franchise Agreements as of the Closing Date; (ii) the amount of any undisputed monies owed by Seller to Franchisor or its affiliates (other than Products, as provided in Section 5.5) as of the Closing Date for course materials, products, supplies, or other goods or services purchased for use or resale in the Franchised Businesses; and (iii) the amount of any undisputed transfer fees or other undisputed amounts owed to Seller by Franchisor and its affiliates under the Franchise Agreements as of the Closing Date. With respect to clause (i) above: (x) the deposits referred to in Section 1.2.4 and any other funds transferred by Seller to Buyer and its affiliates at Closing on which Seller have not previously paid royalty-service fees and advertising-promotion fees shall not be subject to such fees; (y) any royalty-service fees and advertising-promotion fees previously paid to Franchisor on amounts payable by Seller under Section 1.2.4 or this Section 5 shall be credited back to Seller at Closing; and (z) any post-Closing payments made by Buyer to Seller under Sections 5.2 and 5.3 shall be subject to royalty-service fees and advertising-promotion fees which shall be paid by Seller.

Franchise Fees, Etc. SellerThe Sellers, Buyer and Franchisor shall calculate and pay in accordance with Section 5.1: (i) the amount of any unpaid (or overpaid) royalty-service fees and unpaid (or overpaid) advertising-promotion fees due to Franchisor under the Franchise Agreements as of the Closing Date; (ii) the amount of any undisputed monies owed by Seller the Sellers to Franchisor or its affiliates (other than Products, as provided in Section 5.5) as of the Closing Date for course materials, products, supplies, or other goods or services purchased for use or resale in the Franchised Businesses, provided that, the Buyer or its affiliate agrees to waive all fees that may otherwise be due from the Sellers in connection with the development of the MCAS course materials; and (iii) the amount of any undisputed transfer fees or other undisputed amounts owed to Seller the Sellers by Franchisor and its affiliates under the Franchise Agreements as of the Closing Date. With respect to clause (i) above: (x) the deposits referred to in Section 1.2.4 and any other funds transferred by Seller the Sellers to Buyer and its affiliates at Closing on which Seller the Sellers have not previously paid royalty-service fees and advertising-promotion fees shall not be subject to such fees; (y) any royalty-service fees and advertising-promotion fees previously paid to Franchisor on amounts payable by Seller the Sellers under Section 1.2.4 or this Section 5 shall be credited back to Seller the Sellers at Closing; and (z) any post-Closing payments made by Buyer to Seller the Sellers under Sections 5.2 and 5.3 shall be subject to royalty-service fees and advertising-promotion fees which shall be paid by Sellerthe Sellers.

Franchise Fees, Etc. Seller, Buyer and Franchisor shall calculate and pay in accordance with Section 5.1: (i) the amount of any unpaid (or overpaid) royalty-service fees and unpaid (or overpaid) advertising-promotion fees due to Franchisor under the Franchise Agreements as of the Closing Effective Date; (ii) the amount of any undisputed monies owed by Seller to Franchisor or its affiliates (other than Products, as provided in Section 5.5) as of the Closing Effective Date for course materials, products, supplies, or other goods or services purchased for use or resale in the Franchised BusinessesBusiness; and (iii) the amount of any undisputed transfer fees or other undisputed amounts owed to Seller by Franchisor and its affiliates under the Franchise Agreements Agreement as of the Closing Effective Date. With respect to clause (i) above: (x) the deposits referred to in Section 1.2.4 and any other funds transferred by Seller to Buyer and its affiliates at Closing on which Seller have has not previously paid royalty-service fees and advertising-promotion fees shall not be subject to such fees; (y) any royalty-service fees and advertising-promotion fees previously paid to Franchisor on amounts payable by Seller under Section 1.2.4 or this Section 5 shall be credited back to Seller at Closing; and (z) any post-Closing payments made by Buyer to Seller under Sections 5.2 and 5.3 shall be subject to royalty-service fees and advertising-promotion fees which shall be paid by Seller.

Franchise Fees, Etc. Seller, Buyer and Franchisor shall calculate and pay in accordance with Section 5.1: (i) the amount of any unpaid (or overpaid) royalty-service fees and unpaid (or overpaid) advertising-promotion fees due to Franchisor under the Franchise Agreements as of the Closing Date; (ii) the amount of any undisputed monies owed by Seller to Franchisor or its affiliates (other than Products, as provided in Section 5.5) as of the Closing Date for course materials, products, supplies, or other goods or services purchased for use or resale in the Franchised BusinessesBusiness; and (iii) the amount of any undisputed transfer fees or other undisputed amounts owed to Seller by Franchisor and its affiliates under the Franchise Agreements Agreement as of the Closing Date. With respect to clause (i) above: (x) the deposits referred to in Section 1.2.4 and any other funds transferred by Seller to Buyer and its affiliates at Closing on which Seller have has not previously paid royalty-service fees and advertising-promotion fees shall not be subject to such fees; (y) any royalty-service fees and advertising-promotion fees previously paid to Franchisor on amounts payable by Seller under Section 1.2.4 or this Section 5 shall be credited back to Seller at Closing; and (z) any post-Closing payments made by Buyer to Seller under Sections 5.2 and 5.3 shall be subject to royalty-service fees and advertising-promotion fees which shall be paid by Seller.

Franchise Fees, Etc. SellerThe Sellers, Buyer and Franchisor shall calculate and pay in accordance with Section 5.1: (i) the amount of any unpaid (or overpaid) royalty-service fees and unpaid (or overpaid) advertising-promotion fees due to Franchisor under the Franchise Agreements as of the Closing Date; (ii) the amount of any undisputed monies owed by Seller the Sellers to Franchisor or its affiliates (other than Products, as provided in Section 5.5) as of the Closing Date for course materials, products, supplies, or other goods or services purchased for use or resale in the Franchised Businesses; and (iii) the amount of any undisputed transfer fees or other undisputed amounts owed to Seller the Sellers by Franchisor and its affiliates under the Franchise Agreements as of the Closing Date. With respect to clause (i) above: (x) the deposits referred to in Section 1.2.4 and any other funds transferred by Seller the Sellers to Buyer and its affiliates at Closing on which Seller the Sellers have not previously paid royalty-service fees and advertising-promotion fees shall not be subject to such fees; (y) any royalty-service fees and advertising-promotion fees previously paid to Franchisor on amounts payable by Seller the Sellers under Section 1.2.4 or this Section 5 shall be credited back to Seller the Sellers at Closing; and (z) any post-Closing payments made by Buyer to Seller the Sellers under Sections 5.2 and 5.3 shall be subject to royalty-service fees and advertising-promotion fees which shall be paid by Sellerthe Sellers.