Common use of Other Assignment Clause in Contracts

Other Assignment. (a) In addition to any assignments or contingent assignments contemplated by the terms of Sections 13.02 and 13.03, Licensee shall not sell, transfer, or assign the Agreement to any Person or Persons (including to another Licensee under this Agreement where more than one Person has executed this Agreement) without Sonic’s prior written consent. Such consent shall not be unreasonably withheld. (b) In determining whether to grant or to withhold such consent, the following requirements must be met by Licensee: (i) All of Licensee’s accrued monetary obligations shall have been satisfied whether due under this Agreement or otherwise. (ii) Sonic and the Licensee execute a general release of each other, in a form satisfactory to Sonic, of any and all claims the Licensee may have against Sonic and its Affiliates, including (without limitation) all claims arising under any federal, state, or local law, rule, or ordinance, but excluding (as to Sonic) any claims against the Licensee for (a) unpaid moneys due Sonic, its Affiliates, or Sonic-approved advertising cooperatives, (b) the violation of the legal rights of Sonic or its Affiliates regarding the Proprietary Marks, (c) the violation of any of the covenants contained in Section 16.01 of this Agreement, (d) the violation of any duty under this Agreement to insure, defend, or indemnify Sonic or its Affiliates or to hold Sonic or its Affiliates harmless, and (e) the violation of any other agreement with Sonic or its Affiliates. Sonic may waive the requirements of this Section 13.04(b)(ii) at Sonic’s election. (iii) Licensee shall not be in material breach of this Agreement or any other agreement between Sonic and Licensee. (iv) Assignee (or the assignee’s management, as the case may be) shall at Sonic’s sole discretion enroll in and successfully complete such training programs as Sonic shall at that time designate according to Section 6.04 hereof. (v) Sonic shall consider of each prospective transferee, by way of illustration, the following: (a) work experience and aptitude, (b) financial background, (c) character, (d) ability to personally devote full time and best efforts to managing the Sonic Restaurant, (e) residence in the locality of the Sonic Restaurant, (f) equity interest in the Sonic Restaurant, (g) conflicting interests, and (h) such other criteria and conditions as Sonic shall apply in the case of an application for a new license to operate a Sonic drive-in restaurant. Sonic’s consent shall also be conditioned upon such transferee’s execution of an agreement by which transferee personally assumes full and unconditional liability for and agrees to perform from the date of such transfer all obligations, covenants, and agreements contained in this Agreement to the same extent as if transferee had been an original party to the Agreement. At Sonic’s election, Sonic may alternatively allow such transferee to sign the then-current form of license agreement for Sonic drive-in restaurants subject to all terms, conditions, obligations, and covenants contained in that form of license agreement, including the full term of that license agreement. (c) Following License’s sale, assignment, or transfer of this Agreement, Licensee shall remain subject to Section 16.01 of this Agreement.

Other Assignment. (a) In addition to any assignments or contingent assignments contemplated by the terms of Sections 13.02 and 13.03, Licensee shall not sell, transfer, or assign the Agreement to any Person or Persons (including to another Licensee under this Agreement where more than one Person has executed this Agreement) without Sonic’s prior written consent. Such consent shall not be unreasonably withheld. (b) In determining whether to grant or to withhold such consent, the following requirements must be met by Licensee: (i) All of Licensee’s accrued monetary obligations shall have been satisfied whether due under this Agreement or otherwise. (ii) Sonic and the Licensee execute a general release of each other, in a form satisfactory to Sonic, of any and all claims the Licensee may have against Sonic and its Affiliates, including (without limitation) all claims arising under any federal, state, or local law, rule, or ordinance, but excluding (as to Sonic) any claims against the Licensee for (a) unpaid moneys due Sonic, its Affiliates, or Sonic-approved advertising cooperatives, (b) the violation of the legal rights of Sonic or its Affiliates regarding the Proprietary Marks, (c) the violation of any of the covenants contained in Section 16.01 of this Agreement, (d) the violation of any duty under this Agreement to insure, defend, or indemnify Sonic or its Affiliates or to hold Sonic or its Affiliates harmless, and (e) the violation of any other agreement with Sonic or its Affiliates. Sonic may waive the requirements of this Section 13.04(b)(ii) at Sonic’s election. (iii) Licensee shall not be in material breach of this Agreement or any other agreement between Sonic and Licensee. (iv) Assignee (or the assignee’s management, as the case may be) shall at Sonic’s sole discretion enroll in and successfully complete such training programs as Sonic shall at that time designate according to Section 6.04 hereof. (v) Sonic shall consider of each prospective transferee, by way of illustration, the following: (a) work experience and aptitude, (b) financial background, (c) character, (d) ability to personally devote full time and best efforts to managing the Sonic RestaurantNon-Traditional Sonic, (e) residence in the locality of the Sonic RestaurantNon-Traditional Sonic, (f) equity interest in the Sonic RestaurantNon-Traditional Sonic, (g) conflicting interests, and (h) such other criteria and conditions as Sonic shall apply in the case of an application for a new license to operate a non-traditional Sonic drive-in restaurant. Sonic’s consent shall also be conditioned upon such transferee’s execution of an agreement by which transferee personally assumes full and unconditional liability for and agrees to perform from the date of such transfer all obligations, covenants, and agreements contained in this Agreement to the same extent as if transferee had been an original party to the Agreement. At Sonic’s election, Sonic may alternatively allow such transferee to sign the then-current form of license agreement for non-traditional Sonic drive-in restaurants subject to all terms, conditions, obligations, and covenants contained in that form of license agreement, including the full term of that license agreement. (c) Following License’s sale, assignment, or transfer of this Agreement, Licensee shall remain subject to Section 16.01 of this Agreement.

Other Assignment. (a) In addition to any assignments or contingent assignments contemplated by the terms of Sections 13.02 and 13.03, Licensee shall not sell, transfer, or assign the Agreement to any Person or Persons (including to another Licensee under this Agreement where more than one Person has executed this Agreement) without Sonic’s prior written consent. Such consent shall not be unreasonably withheld..  (b) In determining whether to grant or to withhold such consent, the following requirements must be met by Licensee::  (i) All of Licensee’s accrued monetary obligations shall have been satisfied whether due under this Agreement or otherwise..  (ii) Sonic and the Licensee execute a general release of each other, in a form satisfactory to Sonic, of any and all claims the Licensee may have against Sonic and its Affiliates, including (without limitation) all claims arising under any federal, state, or local law, rule, or ordinance, but excluding (as to Sonic) any claims against the Licensee for (a) unpaid moneys due Sonic, its Affiliates, or Sonic-approved advertising cooperatives, (b) the violation of the legal rights of Sonic or its Affiliates regarding the Proprietary Marks, (c) the violation of any of the covenants contained in Section 16.01 of this Agreement, (d) the violation of any duty under this Agreement to insure, defend, or indemnify Sonic or its Affiliates or to hold Sonic or its Affiliates harmless, and (e) the violation of any other agreement with Sonic or its Affiliates. Sonic may waive the requirements of this Section 13.04(b)(ii) at Sonic’s election..  (iii) Licensee shall not be in material breach of this Agreement or any other agreement between Sonic and Licensee..  (iv) Assignee (or the assignee’s management, as the case may be) shall at Sonic’s sole discretion enroll in and successfully complete such training programs as Sonic shall at that time designate according to Section 6.04 hereof..  (v) Sonic shall consider of each prospective transferee, by way of illustration, the following: (a) work experience and aptitude, (b) financial background, (c) character, (d) ability to personally devote full time and best efforts to managing the Sonic Restaurant, (e) residence in the locality of the Sonic Restaurant, (f) equity interest in the Sonic Restaurant, (g) conflicting interests, and (h) such other criteria and conditions as Sonic shall apply in the case of an application for a new license to operate a Sonic drive-in restaurant. Sonic’s consent shall also be conditioned upon such transferee’s execution of an agreement by which transferee personally assumes full and unconditional liability for and agrees to perform from the date of such transfer all obligations, covenants, and agreements contained in this Agreement to the same extent as if transferee had been an original party to the Agreement. At Sonic’s election, Sonic may alternatively allow such transferee to sign the then-current form of license agreement for Sonic drive-in restaurants subject to all terms, conditions, obligations, and covenants contained in that form of license agreement, including the full term of that license agreement..  (c) Following License’s sale, assignment, or transfer of this Agreement, Licensee shall remain subject to Section 16.01 of this Agreement..