Franchise Matters Sample Clauses

Franchise Matters. (a) As of the Effective Date, Schedule 3.27(a) attached hereto sets forth a true and complete list of all Franchise Agreements to which the Loan Parties or any of their Subsidiaries is a party or by which the Loan Parties or any of their Affiliates or Subsidiaries or its or their properties is bound (other than any such agreements between a person and its Subsidiaries or among its Subsidiaries) and that grant to a person (a “Franchisee”) the right to operate or license others to operate or to develop within a specific geographic area or at a specific location an F45 training franchised business (each a “Franchised Business”). True, correct, and complete copies of all Franchise Agreements (or documents purporting to contain substantially the content of each such Franchise Agreement) set forth on Schedule 3.27(a) are, upon request by the Administrative Agent or any Lender, available to the Lenders. As of the Effective Date, the countries listed on Schedule 3.27(a) are the only countries in which the Loan Parties have sold or granted a Franchise or master franchise for the right to operate any Franchised Business and the right to sub-franchise such rights, if any. (b) All the Franchise Agreements of the Loan Parties and their Subsidiaries are in full force and effect and are valid and binding obligations of the Loan Parties and their Subsidiaries that are party thereto and enforceable against such Loan Parties and their Subsidiaries and, to the knowledge of the Borrower, the other parties thereto in accordance with their respective terms, subject, as to enforceability, to bankruptcy, insolvency, and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles. All Franchise Agreements comply in all material respects with the Requirement of Law applicable thereto. The execution and delivery by the Loan Parties of this Agreement do not, and the consummation of the Transactions and the other transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Loan Parties or any of their Subsidiaries under (other than any Lien permitted by the terms of this Agre...

Franchise Matters. (a) Section 4.19(a)(1) of the Company Disclosure Schedule sets forth a list of all (i) development agreements in which the Company or any of its Subsidiaries has granted rights to develop or operate “Del Taco” restaurants, or license others to develop or operate “Del Taco” restaurants, within specific geographic areas or at specific locations, and (ii) franchise agreements to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or its or their properties is bound and that grant or purport to grant to any Person the right to develop or operate “Del Taco” restaurants, or license others to develop or operate “Del Taco” restaurants, within specific geographic areas or at specific locations (each, a “Company Franchise”), in each case that are in effect (collectively, the “Company Franchise Agreements”). For the avoidance of doubt, the terms Company Franchise Agreements and Company Franchise include any area development agreements, area license or franchise agreements, master franchise agreements, area representative agreements and similar agreements with Persons that cover the development, franchising, or licensing of franchises of “Del Taco” restaurants. The Company has made available to Parent a true, correct and complete copy of each such Company Franchise Agreement and any amendments, addenda or agreements related thereto. (b) Except as set forth in Section 4.19(b) of the Company Disclosure Schedule, the Company Franchise Agreements do not contain provisions that: (i) grant the Company Franchisee right to develop additional Company Franchises without the payment of additional initial franchise fees, other than in connection with incentive programs generally being offered by the Company or its Affiliates to new and/or existing franchisee at the time of the sale of such franchise; (ii) restrict the Company or any of its Affiliates from receiving and/or retaining payments, rebates or allowances from suppliers in connection with Company Franchisee’s purchases from suppliers; and (iii) grant any rights of first offer, right of first refusal, or other options providing exclusive or protected rights relating to the development or operation of Company Franchises in areas that are in addition to the geographic areas designated as the unit territory or development area granted under such executed Company Franchise Agreement, excluding any rights of first offer, right of first refusal, or other options that have ex...

Franchise Matters. (i) Comply in all material respects with all of its material obligations under the Franchise Agreements to which it is a party; (ii) appear in and defend any action challenging the validity or enforceability of any Franchise Agreement, except for such actions which, individually or in the aggregate, have not had and could not reasonably be expected to result in a Material Adverse Effect; (iii) give prompt notice to the Collateral Agent of (A) any written notice of default given by such Loan Party under any Franchise Agreement with respect to any Franchisee-operated Franchised Locations that generates more than $350,000 in revenues for the Loan Parties in the last Fiscal Year of the Loan Parties, (B) any written notice by a Franchisee with respect to any Franchisee-operated Franchised Locations that generates more than $350,000 in revenues for the Loan Parties in the last Fiscal Year of the Loan Parties that terminates or threatens to terminate such Franchise Agreement or withhold any payments under such Franchise Agreement, together with a copy or statement of any information submitted or referenced in support of such notices and any reply by the Loan Party or its Subsidiary, and (C) any notice or other communication received by it in which any other party to any Franchise Agreement declares a breach or default by a Loan Party or Subsidiary of any material term under such Franchise Agreement; (iv) provide Franchisees and prospective Franchisees with a Franchise Disclosure Document or other disclosure statement of similar import as required by 16 C.F.R. 436, and (v) promptly upon any material amendment, revision or modification (except for any new, modified, terminated or expired Franchise Agreement in the ordinary course of business) to the information on Schedule 6.01(q), deliver an updated Schedule 6.01(q) to the Collateral Agent.

Franchise Matters. (a) Section 3.25 of the Company Disclosure Schedule sets forth a true and complete list of all Contracts to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or its or their properties is bound (other than any such agreements between a Person and its Subsidiaries or among its Subsidiaries) that grant or purport to grant to any Person the right to develop or operate a business under any of the Company’s brands within one or more countries, states or other geographic areas, or at any specific location (each such rights, a “Franchise”) (each such restaurant, a “Franchised Restaurant”), together with all material amendments thereto (collectively, all such Contracts and related documents are referred to herein as “Specified Agreements”). Except as, individually and in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, no party to a Specified Agreement has notified the Company or any of its Subsidiaries in writing that it plans to close and not reopen its Franchised Restaurant, terminate its Specified Agreement, sell its Franchised Restaurant, not renew its Specified Agreement (when due or otherwise), cease to meet the obligations under its Specified Agreement or cease to operate, leave or abandon its Franchised Restaurant. (b) Except as may be expressly granted in any Specified Agreements, neither the Company nor any of its Subsidiaries is a party to any agreement as of the date hereof that grants a protected territory, exclusive territory, right of first refusal, option area development right or other territorial arrangement (“Territorial Rights”) which (i) restrict the Company or any of its Subsidiaries in its or their right to own, operate or license others to own or operate, any business or line of business or (ii) grant to any Person the right to acquire additional Franchises or to expand any existing Territorial Rights.

Franchise Matters. (a) Section 3.21(a) of the Wendy’s Disclosure Schedule sets forth a true and complete list of all franchise agreements, license agreements, subfranchise agreements, sublicense agreements, master franchise agreements, development agreements, market development agreements and reserved area agreements (each a “Franchise Agreement” and, collectively, the “Franchise Agreements”) that are effective as of the date of this Agreement to which Wendy’s or any of its Subsidiaries is a party or by which Wendy’s or any of its Subsidiaries or its or their properties is bound (other than any such agreements only between Wendy’s and its Subsidiaries or among its Subsidiaries) and which grant or purport to grant to a Franchisee the right to operate or license others to operate or to develop within a specific geographic area or at a specific location any of the following (each a “Franchise”): “Wendy’s” restaurants and “Pasta Pomodoro” restaurants (each a “Franchised Restaurant”). True, correct and complete copies of all forms of Franchise Agreements used by Wendy’s or any of its Subsidiaries have been made available to Triarc. (b) All Franchise Agreements comply with all applicable Laws, except for any non-compliance that has not had since December 30, 2007 and would not reasonably be expected to have, individually or in the aggregate, a Wendy’s Material Adverse Effect. (c) Since January 2, 2007, (i) Wendy’s and its Subsidiaries have prepared and maintained each UFOC in compliance in all material respects with: (A) the UFOC Guidelines; (B) the FTC Rule and (C) applicable Registration Laws; and (ii) Wendy’s and its Subsidiaries have offered and sold each franchise for a Franchised Restaurant to be located in any non-United States Jurisdiction (the “Foreign Franchises”), and have prepared and maintained each IFOC, in compliance with applicable Laws, including pre-sale registration and disclosure Laws, in all cases except for any non-compliance that has not had since December 30, 2007, and would not reasonably be expected to have, a Wendy’s Material Adverse Effect. (d) Since January 2, 2007, Wendy’s and its Subsidiaries have not, in any UFOC, IFOC, other franchise disclosure document, in applications and/or filings with states under the Registration Laws, or in any applications or filings with any non-United States Jurisdictions, made any untrue statement of a material fact, omitted to state a material fact required to be stated therein, or omitted to state any fact necessary t...

Franchise Matters. (a) Section 4.14 of the Disclosure Schedules sets forth with respect to each Franchisee: (i) the name of the Franchisee, (ii) the address of the Franchisee; and (iii) a list of the Franchise Agreements with respect to all Franchisees, and any addenda, promissory notes, renewals, or amendments related thereto. There are no other agreements with Franchisees, oral or written, except for those agreements that appear on Section 4.14 of the Disclosure Schedules. Except as set forth in Section 4.14 of the Disclosure Schedules, Seller has not received any notice that any of the Franchisees has terminated, or intends to terminate after the Closing, its Franchise Agreement or to otherwise terminate or materially reduce its relationship with Seller. (b) The franchise disclosure documents and related documentation (as amended and supplemented from time to time, collectively, the “FDDs”) for Franchisees and prospective franchisees who were solicited or sold a franchise or license by Seller or any of its Affiliates (each a “Franchise”) complied in all material respects with applicable Law at the time they were furnished to prospective Franchisees and throughout the period preceding execution and delivery of a Franchise Agreement. The FDDs have been amended or supplemented from time to time as required by applicable Law and such amendments and supplements were timely and properly furnished to each applicable Governmental Authority and Franchisees or prospective franchisees as required by applicable Law. (c) A true and correct copy of all FDDs used by Seller and its Affiliates for the years 2016, 2015, and 2014, have been made available to Buyer. Since the date of the most recent FDDs, other than the transactions contemplated by this Agreement, there has been no material change in the business, financial condition, or affairs of Seller, the Franchise programs and systems, or the Franchisees that would, taken as a whole, require an amendment or supplement to such FDDs prior to the date hereof. Except as provided for in Section 4.14 of the Disclosure Schedules, neither Seller nor any of its Affiliates (whether by contract or pursuant to any applicable Law) has made (i) any material representations or material agreements with any Franchisee that (y) vary from the Franchise Agreement with such Franchisee and (z) are materially adverse to the Franchisee, or (ii) except as set forth in the FDDs, any written (or, to Seller’s Knowledge, oral) representations to prospective Franch...

Franchise Matters. (a) Except for (i) the individual U.S. restaurant franchises and area development franchises set forth Schedule 2.21(a) and (ii) the individual international restaurant franchises, area development franchises, master franchises, international franchises and other forms of international franchise relationships set forth on Schedule 2.21(a) (collectively, the “Franchises”), the Company is not currently a party to any Franchise Document with a Person (with respect to a restaurant franchise, a “Franchisee”) that would be defined as a “franchise” under the FTC Trade Regulation Rule entitled “Disclosure Requirements and Prohibitions Concerning Franchising,” or any other federal, state, local or foreign constitution, statute, law, ordinance, rule, authorization or regulation promulgated or issued by a Governmental Entity that governs, regulates or otherwise affects the offer or sale of franchises (“Franchise Laws”). Schedule 2.21(a) sets forth a true, correct and complete list of all Franchise Documents (and all amendments thereto and all side letters affecting the obligations of any party thereunder) to which the Company is a party or by which any of their respective properties or assets are bound and any understandings, commitments and agreements to enter into any of the foregoing. Schedule 2.21(a) sets forth the name, address and telephone number of each and every current Franchisee, including the city, state and country location of the restaurant, area development, master franchise or other franchise relationship. (b) All franchise disclosure documents that were issued or otherwise used by the Company since December 31, 2019, and which may have been required to be furnished to prospective Franchisees pursuant to Franchise Laws in connection with the offer and sale of a franchise or an investment in a franchise to own or operate a restaurant of the Company (the “Company Disclosure Documents”), were prepared in material compliance with applicable Franchise Laws. The Company Disclosure Documents were true, accurate and complete in all material respects as of the date of their issuance and during the entire period in which they were used in connection with the offer or sale of the franchises and investments described above (the terms pursuant to which such offers or sales were made, the “Franchise Rights”) and, as of their issuance and use dates, did not misstate or omit any information material to a reasonable prospective purchaser of Franchise Rights. Each Fran...

Franchise Matters. (a) Other than the franchise systems operated under the Bakers Square Brand and the Village Inn Brand, no Company owns or operates any franchise system. (b) Schedule 4.13(a)(v) sets forth a list of all Franchise Agreements to which any Company is a party. The Companies have made available to Purchaser accurate and complete copies of each Franchise Agreement (including all amendments and waivers thereto as are currently in effect). The list of Franchise Agreements includes: (i) the name of the counterparty to the Franchise Agreement the (“Franchisee”); (ii) the business address of each Franchised Location authorized thereunder to be operated by such Franchisee; (iii) the effective and expiration dates; (iv) the number of remaining renewals; and (v) a description of any material waivers, alterations, amendments or other modifications thereto agreed by any Company that are not reflected in the Franchise Agreements. (c) Except as set forth in Schedule 4.27(c), since the Reorganization Plan Confirmation Date, no Company or, to the Knowledge of the Companies, any other party thereto, is in, or, has received written notice of any, presently effective (i) violation of, (ii) written asserted violation of, or (iii) default under (including any condition that with the passage of time or the giving of notice would cause such a violation or default under) any Franchise Agreement. Subject to the Enforceability Exceptions, each Franchise Agreement: (i) is a valid and binding agreement of the Company party thereto, is in full force and effect (except to the extent such Franchise Agreement is terminated or expires after the date hereof in accordance with its terms), and is enforceable in accordance with its terms against the Company party thereto; and (ii) to the Knowledge of the Companies, is valid, binding and enforceable in accordance with its terms against each Franchisee and not subject to any right to termination (other than as may be provided in such Franchise Agreement) or rescission by any Franchisee. (d) Other than as may exist in the Franchise Agreements, no Franchisee or other Person has been granted by the Companies any right of first refusal, option or other right or arrangement to sign any Franchise Agreement or acquire any rights granted by a Franchise Agreement. (e) All funds or cooperatives administered by or paid to the Companies on behalf of any Franchisees since the Reorganization Plan Confirmation Date, including funds that Franchisees contributed for...

Franchise Matters. (a) Schedule 3.23(a) of the Disclosure Schedules sets forth a true, correct and complete list of all Franchisees as of the date of this Agreement. Each such Franchisee is subject to an agreement, substantially in one of the forms provided to Purchaser on or prior to the date of this Agreement, entered into by the Company or any of its Subsidiaries, on the one hand, and the Franchisee, on the other hand, pursuant to which, among other things, the Company or its Subsidiary grants a Franchise to such Franchisee (a “Company Franchise Agreement”). (b) Schedule 3.23(b)(i) of the Disclosure Schedules sets forth a true and complete list of the following information for all Company Franchise Agreements to which the Company or any of its Subsidiaries is a party: (i) the name, address and telephone number of the Franchisee; (ii) the effective date of the Company Franchise Agreement; and (iii) the total royalties accrued by the Franchisee, and payable to the Company or its Subsidiaries, during the fiscal year 2016 and for the nine months ended September 30, 2017. Schedule 3.23(b)(ii) of the Disclosure Schedules also sets forth a true and complete, separate list that describes the protected or exclusive territories granted to Franchisees under Company Franchise Agreements. There are no currently effective Company Franchise Agreements other than such listed Company Franchise Agreements. The Company has provided to Purchaser, on or prior to the date of this Agreement, samples of the forms of Company Franchise Agreements to which the Company or any of its Subsidiaries, on the one hand, and Franchisees, on the other hand, are parties. Each Franchisee is a party to a Company Franchise Agreement that is substantially in the form of one of the forms of Company Franchise Agreements previously provided to Purchaser. No Company Franchise Agreements are missing. Except as set forth in Schedule 3.23(b)(iii) of the Disclosure Schedules, no Company Franchise Agreement with an existing Franchisee has expired. (c) Except as set forth in Schedule 3.23(c) of the Disclosure Schedules, the Company Franchise Agreements comply with all applicable Laws, except for any non-compliance that has not had, during the four years before the date of this Agreement, and would not reasonably be expected to have, individually or in the aggregate, an adverse effect in any material respect. (d) The Company or its Subsidiary, as applicable, has, at all relevant times, had the power and authority and legal ...

Franchise Matters. Seller: (a) has not offered, sold or granted franchises of any type, or engaged in any action, conduct, operation or practice which constitutes, or reasonably could be construed as constituting or giving rise to, a franchise business or system, including pursuant to which Seller offers, sells or grants rights to third parties to establish, develop and/or operate businesses that, among other things, distribute, sell and/or service tires, tire parts, tire accessories and related equipment and perform related services under or associated with any xxxx owned, licensed or approved by Seller, and exercising control or offering assistance in the method of operation, including building design, furnishings, locations, business organization, marketing or business techniques, methods, procedures, sales promotion programs or training; (b) has not filed any application seeking registration, exemption, and/or approval to do any of the foregoing; and (c) is not currently nor has ever been a party to any Contract which relates to or constitutes a “franchise” or “business opportunity” as defined under any federal, provincial, state, territorial, local or foreign constitution, statute, law, ordinance, rule, authorization or regulation promulgated or issued by a Governmental Body that governs, regulates or otherwise affects the offer or sale of franchises.