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) 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, 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.
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.
Franchise Matters. 12.1 Buyer acknowledges that the Hotel is subject to the Franchise License. Buyer shall apply to the licensor under the Franchise License (“Licensor”) within five (5) business days after the Effective Date for a new license agreement (“New License”) to replace the Seller’s Franchise License for the Property, Seller shall consent to such application to the extent required by the Franchise License. Buyer shall provide all information requested by the Licensor in connection with such application for the New License and shall use its best efforts to diligently and promptly obtain approval from Licensor of such application for the New License at the Property. It is a condition precedent to the Closing that such application for the New License be approved by Licensor by the Scheduled Closing Date and that any guarantees in connection with the Seller’s Franchise License by any affiliate of the Seller be terminated in writing by Licensor. If the New License or guaranty termination is not obtained by the Scheduled Closing Date, either Buyer or Seller may give written notice to the other party to extend the Scheduled Closing Date by thirty (30) days. If the New License or guaranty termination is not obtained by the end of such thirty (30) day period, either Buyer or Seller may terminate this Agreement by written notice to the other party and the Buyer shall be entitled to receive the Deposit plus interest from the Escrow Agent. Buyer specifically agrees that any conditions to approval of the New License imposed by Licensor, including without limitation, upgrade requirements, any property improvement plans, term of the new license agreement and fees required to be paid, shall be Buyer’s sole responsibility and shall not in any way affect Buyer’s obligation to complete the transaction contemplated by this Agreement. Notwithstanding the foregoing, Seller shall be responsible for all costs and fees imposed by Licensor on the Seller to terminate the Seller’s Franchise License.
Franchise Matters. Except as has not had and would not reasonably be expected to have, a Material Adverse Effect on the Company, (i) each franchisee, licensee, operator and dealer (collectively, “ franchisees”) of the Company and its Subsidiaries operates, and since January 1, 2010 has operated, substantially in accordance with the policies, procedures and guidelines of the Company and its Subsidiaries as the same may be, or have been, in effect from time to time, and (ii) there is no pending or threatened dispute between any franchisee on the one hand, and the Company and its Subsidiaries on the other hand, that is material to the Company and its Subsidiaries, taken as a whole.
Franchise Matters. The Company Disclosure Letter contains a list of the agreements whereby the Company or its subsidiaries has granted development, franchise or license rights to operate Taco Cabana restaurants, except for agreements which have expired or been terminated (the "Franchise Agreements"). The Franchise Agreements are binding and enforceable against the other parties thereto in accordance with their terms, and are in full force and effect. The Company and each of its subsidiaries is in compliance with all applicable laws governing the offering of franchises. All of the Franchise Agreements are valid and binding obligations of the Company or its subsidiaries, as the case may be, and are enforceable against the Company or its subsidiaries, as the case may be, in accordance with their terms. None of the Franchise Agreements have been amended or modified except as disclosed in the Company Disclosure Letter. The Company or its subsidiaries, as the case may be, has performed all obligations required to be performed by it under the Franchise Agreements, and the Company is not in default in any material respect under any Franchise Agreement and no event has occurred thereunder in each case which, with the lapse of time or the giving of notice or both, would constitute such default. All parties to the Franchise Agreements (other than the Company or its subsidiaries, as the case may be) have complied in all material respects with the provisions thereof and have performed in all material respects all obligations required to be performed by each of them to date; and, except as disclosed in the Company Disclosure Letter, no such party is in default or has ever been in default under any of the material terms thereof and no event has occurred that with the passage of time or the giving of notice or both would constitute a default by any such party under any material provision thereof. Except as set forth in the Company Disclosure Letter, there are no claims, actions, suits, arbitrations, controversies, investigations or proceedings pending, or to the knowledge of the Company, threatened or contemplated, against or affecting the Company or any of its subsidiaries in connection with the Franchise Agreements.
Franchise Matters. Except as disclosed on Schedule 3.26, (i) the Credit Parties have prepared and maintained each of their respective Disclosure Documents for the Papa Xxxxxx’x® brand, in accordance with all applicable Requirements of Law, have filed Disclosure Documents, to the extent applicable and required, in all states and jurisdictions requiring registration and approval prior to any offers or sales of franchises in such states and has filed all material changes, amendments, renewals thereto on a timely and accurate basis as required by applicable Requirements of Law, and (ii) each Credit Party’s Disclosure Documents were prepared in all material respects in compliance with applicable Requirements of Law, and there were no material misrepresentations or material omissions of information in any Disclosure Document at the time any Credit Party was using such Disclosure Document; except, in each case, where failure to comply with the foregoing would not reasonably be expected to have a Material Adverse Effect. Each Franchise Agreement to which any Credit Party is a party complies in all material respects, and the offer and sale of such Franchise complied in all material respects at the time such offer and sale was and is made with, all applicable Franchise Laws, the non-compliance with which would not reasonably be expected to have a Material Adverse Effect.
Franchise Matters. (a) Section 4.25(a) of the Disclosure Schedule sets forth a true and complete list of all (i) development agreements in which Seller or any of its Subsidiaries has been granted exclusive rights to develop or operate one or more “RUBY’S” restaurant or license others to develop or operate within one or more countries, states, provinces or other significant geographic areas and (ii) franchise agreements that grant or purport to grant to Seller the right to develop or operate one or more “RUBY’S” restaurants or license others to develop or operate within one or more countries, states, provinces or other significant geographic areas any “RUBY’S” restaurant (each such restaurant, a “Seller Franchise”). Such development and franchise agreements are collectively referred to herein as the “Franchise Agreements”.
Franchise Matters. (a) Section 3.18(a) of the Company Disclosure Schedule sets forth a list of all Franchise Agreements that are currently in effect between the Company or one of its Subsidiaries and any Franchisee, which list identifies (i) the name of the Franchisee and the Franchise brand, (ii) the date of the Franchise Agreement, and (iii) the location of the franchised business or area in which the Franchisee has the right to develop franchised businesses. Each of the Franchise Agreements for a Franchise to be operated in the United States is substantially similar to the form of Franchise Agreement incorporated into the current FDD that is applicable to the type of Franchise granted to such Franchisee, except (A) as disclosed in Section 3.18(a) of the Company Disclosure Schedule or (B) changes that would not reasonably be expected to have a Material Adverse Effect. The Company has made available to Parent accurate and complete copies of each of the Franchise Agreements for a Franchise to be operated outside of the United States.
Franchise Matters. (a) Since June 30, 2003, the Company and its Subsidiaries (i) have maintained records of all franchise activities in which full, true, and complete entries have been made of all material dealings and transactions in relation to their franchise activities, including all offering circulars, Franchise Agreements (as defined below), correspondence with franchisees, written complaints by franchisees, and government audits, (ii) have complied in all material respects with all applicable Laws regarding franchise activities and other franchise-related matters, (iii) have complied with all franchise agreements and other agreements by which the Company or its Subsidiaries directly or indirectly grant any third party franchise rights (whether not such agreement was entered into before or after June 30, 2002, each, a “Franchise Agreement”), (iv) have obtained and maintained in place franchisee agreements which contain provisions requiring the franchisee to (A) indemnify the Company or any Subsidiary, as applicable, with respect to claims relating to the franchisee’s business and (B) to obtain insurance from financially sound and respectable insurers to cover such indemnity, naming the Company as additional insured and loss payee, (v) have timely filed with the applicable Governmental Entities all Uniform Franchise Offering Circulars and other required filings, (vi) each Uniform Franchise Offering Circular delivered to any franchisee, prospective franchisee, or Governmental Entity by the Company or any Subsidiary complied in all material respects as of the date delivered with all requirements of applicable Law, and, when delivered, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (vii) the Company and its Subsidiaries have accounted for and administered in accordance with the Franchise Agreements and applicable franchise laws all advertising and marketing funds and cooperatives, if any, which the Company and its Subsidiaries administer and into which monies are paid by their franchisees. Section 3.25(a) of the Company Disclosure Letter sets forth a complete and accurate list, as of the date hereof, of all currently effective Franchise Agreements, including the name of the franchisee and the date and expiration date of the applicable Franchise Agreement. The Company has p...
