Common use of SALE OF DISTRIBUTORSHIP Clause in Contracts

SALE OF DISTRIBUTORSHIP. Except as otherwise set forth in this Agreement, Consignee shall have the right, in its sole discretion, to sell and determine the price of the sale of any portion or all of their territory to a third party. Consignee acknowledges that third party purchasers may finance their purchases through loans and that the inability of a purchaser to obtain a loan for the price set by Consignee does not represent an infringement of Consignee’s right hereunder to determine the price of the sale of a portion or all of Consignee’s territory to a third party. Subject only to Bakery’s Right of First Refusal, Consignee shall be entitled to sell, convey or transfer its Distributorship in whole or in part to any individual or entity who is also a current Consignee of Bakery at the time of the proposed sale, without approval from Bakery, unless in its reasonable discretion, Bakery determines that the current Consignee purchaser (a) is or becomes in material breach of his/her/its Consignment Agreement at the time the request for approval is made or at any time thereafter and prior to the sale; or (b) in the exclusive judgment of Bakery, has been in breach of his/her/its Consignment Agreement in the 12 months prior to the proposed sale and did not remedy the breach after being provided notice thereof by Bakery. The Distributorship may not be sold, conveyed or transferred by Consignee in whole or in part to any individual or entity who is not a current Consignee of Bakery without the prior written approval of Bakery. Bakery will grant such approval with respect to a proposed sale if (i) Consignee has given Bakery proper and timely notice of such proposed sale as required by Paragraph 17, (ii) Bakery has not timely exercised, or has in writing refused to exercise, its Right of First Refusal with respect to such proposed sale and (iii) the purchaser meets the requirements of Bakery as to character, ability, financial responsibility, business acumen and, adequate facilities, which shall not be unreasonably denied and involvement in the business; provided, however, that any such approval shall be conditioned upon Consignee’s payment in full, prior to such sale, of all Xxxxxxxxx’s indebtedness to Bakery. In the event Consignee identifies and presents to Bakery a potential purchaser who meets the requirements of Bakery prior to the approval by Bakery of any other purchaser, Consignee shall have the sole discretion and authority to sell the Distributorship or portion thereof to that purchaser without regard to whether there are other potential purchasers who also meet the requirements of Bakery. In addition, where such proposed sale involves the division of the Territory or the sale of only a portion of the Distributorship, such proposed sale is subject to, and may not be effected without, Bakery’s prior written approval of the division of Territory sought to be effected thereby. Bakery will notify Consignee in writing within sixty (60) days of Bakery’s receipt of all information required from Consignee, the potential purchaser, and any third party (including any third party lender), with reasonable promptness of its approval or disapproval of any proposed sale and, if applicable, of any proposed division of the Territory. Absent exceptional circumstances, in the event Bakery fails to provide Consignee with written notice of its approval or disapproval of any sale or, if applicable, any proposed division of the Territory, within the time period set forth above, Bakery shall have no further right or authority to prevent, limit, or alter the proposed sale or the terms of the proposed sale. Any transaction or instrument which purports to constitute an assignment of this Agreement or a sale, transfer or assignment of the Distributorship, as a whole or in part, inconsistent with the requirements set forth abovewithout such written approval shall be void. Any transaction or instrument which purports to constitute an assignment of this Agreement or a sale, transfer or assignment of this Distributorship, as a whole or in part, on terms that are different from those set forth in, or to a party different from the proposed purchaser identified in, the notice of proposed sale given Bakery pursuant to the terms of Paragraph 17 shall be void. Any valid sale of this Distributorship as a whole shall operate to release Consignee from all obligations to Bakery hereunder except the obligation to pay in full any adverse balance in its account with Bakery, and Bakery shall have the right in its discretion to require the purchaser to accept a new consignment agreement in substantially the same form, in lieu of continuing this Agreement in effect, in whole or in part, on an assigned basis. For avoidance of doubt, this Paragraph 18 does not apply to territory sales from Consignee to Bakery, which shall be governed by the applicable provisions of this Agreement.

SALE OF DISTRIBUTORSHIP. Except as otherwise set forth in this Agreement, Consignee shall have the right, in its sole discretion, to sell and determine the price of the sale of any portion or all of their territory to a third party. Consignee acknowledges that third party purchasers may finance their purchases through loans and that the inability of a purchaser to obtain a loan for the price set by Consignee does not represent an infringement of Consignee’s right hereunder to determine the price of the sale of a portion or all of Consignee’s territory to a third party. Subject only to Bakery’s Right of First Refusal, Consignee shall be entitled to sell, convey or transfer its Distributorship in whole or in part to any individual or entity who is also a current Consignee of Bakery at the time of the proposed sale, without approval from Bakery, unless in its reasonable discretion, Bakery determines that the current Consignee purchaser (a) is or becomes in material breach of his/her/its Consignment Agreement at the time the request for approval is made or at any time thereafter and prior to the sale; or (b) in the exclusive judgment of Bakery, has been in breach of his/her/its Consignment Agreement in the 12 months prior to the proposed sale and did not remedy the breach after being provided notice thereof by Bakery. The [This]The Distributorship may not be sold, conveyed or transferred by Consignee in whole or in part to any individual or entity who is not a current Consignee of Bakery without the prior written approval of Bakery. Bakery will grant such approval with respect to a proposed sale if if[.] in Bakery’s commercially reasonable discretion it determines that (i) Consignee has given Bakery proper and timely notice of such proposed sale as required by Paragraph 17[18]17, (ii) Bakery has not timely exercised, or has in writing refused to exercise, its Right of First Refusal with respect to such proposed sale and sale[ and], (iii) the Distributorship or portion of Distributorship being sold, and the remainder retained by Consignee if applicable, can provide reasonable, sustainable income commensurate with the geographic territory, (iv) all Territories involved in the sale remain contiguous, (v) the proposed purchaser [meets the requirements of of]provides Bakery [as to character, ability, financial responsibility, business acumen andand adequate facilities;]with a reasonable plan to provide adequate service to the Distributorship in Bakery’s reasonable discretion, adequate facilitiesand (vi) the proposed purchaser is able to secure necessary financing, which shall not be unreasonably denied and involvement in the business; including, if applicable, satisfying all requirements for any loan provided[, however, that any such approval shall be conditioned upon Consignee’s payment in full, prior to such sale, of all XxxxxxxxxConsignee’s indebtedness to Bakery] by a third party, including any third party loan facilitated through Bakery. In For the event Consignee identifies and presents avoidance of doubt, nothing in this Agreement shall permit Bakery to Bakery condition its approval of a potential purchaser who meets proposed sale solely on whether the requirements prospective buyer has experience as a distributor of Bakery prior to the approval by Bakery of any other purchaser, Consignee shall have the sole discretion and authority to sell the Distributorship or portion thereof to that purchaser without regard to whether there are other potential purchasers who also meet the requirements of Bakerybaked products. In addition, where such proposed sale involves the division of the Territory or the sale of only a portion of the Distributorship, such proposed sale is subject to, and may not be effected without, Bakery’s prior written approval of the division of Territory sought to be effected thereby. In the event Consignee has placed his/her/its Distributorship up for sale and a prospective buyer makes an inquiry about the possible purchase of Consignee’s Distributorship, Bakery shall contact that prospective buyer within ten (10) business days of receipt of such inquiry. Bakery will notify Consignee in [with reasonable promptness]in writing within sixty fifteen (6015) business days of Bakery’s receipt of all information required from Consignee, the potential purchaser, and any third party (including any third party lender), with reasonable promptness of its approval or disapproval of any proposed sale and, if applicable, of any proposed division of the Territory. Absent exceptional circumstancesConsignee shall have the right to request information concerning the reason for any delay in Bakery’s approval of a sale of Consignee’s Distributorship, in including, by way of example only, the event Bakery fails failure of Consignee or the purchaser to provide Consignee with written notice of its approval or disapproval of any sale or, if applicable, any proposed division of the Territory, within the time period set forth above, Bakery shall have no further right or authority to prevent, limit, or alter the proposed sale or the terms of the proposed saleall necessary paperwork. Any transaction or instrument which purports to constitute an assignment of this Agreement or a sale, transfer or assignment of the [this]the Distributorship, as a whole [-]whole or in part, inconsistent with the requirements set forth abovewithout without such written approval shall be void. Any transaction or instrument which purports to constitute an assignment of this Agreement or a sale, transfer or assignment of this Distributorship, as a whole or in part, on terms that are different from those set forth in, or to a party different from the proposed purchaser identified in, the notice of proposed sale given Bakery pursuant to the terms of Paragraph 17 [18]17 shall be void. Any valid sale of this Distributorship as a whole shall operate to release Consignee from all obligations to Bakery hereunder except the obligation to pay in full any adverse balance in his[ or ]/her/its account with Bakery, and Bakery shall have the right in its discretion to require the purchaser to accept a new consignment agreement in substantially the same form, in lieu of continuing this Agreement in effect, in whole or in part, on an assigned basis. For avoidance of doubt, this Paragraph paragraph 18 does not apply to territory Distributorship sales from Consignee to Bakery, which shall be governed by the applicable provisions of this Agreement.

SALE OF DISTRIBUTORSHIP. Except as otherwise set forth in this Agreement, Consignee shall have the right, in its sole discretion, to sell and determine the price of the sale of any portion or all of their territory to a third party. Consignee acknowledges that third party purchasers may finance their purchases through loans and that the inability of a purchaser to obtain a loan for the price set by Consignee does not represent an infringement of Consignee’s right hereunder to determine the price of the sale of a portion or all of Consignee’s territory to a third party. Subject only to Bakery’s Right of First Refusal, Consignee shall be entitled to sell, convey or transfer its Distributorship in whole or in part to any individual or entity who is also a current Consignee of Bakery at the time of the proposed sale, without approval from Bakery, unless in its reasonable discretion, Bakery determines that the current Consignee purchaser (a) is or becomes in material breach of his/her/its Consignment Agreement at the time the request for approval is made or at any time thereafter and prior to the sale; or (b) in the exclusive judgment of Bakery, has been in breach of his/her/its Consignment Agreement in the 12 months prior to the proposed sale and did not remedy the breach after being provided notice thereof by Bakery. The [This]The Distributorship may not be sold, conveyed or transferred by Consignee in whole or in part to any individual or entity who is not a current Consignee of Bakery without the prior written approval of Bakery. Bakery will grant such approval with respect to a proposed sale if in Bakery’s commercially reasonable discretion it determines that (i) Consignee has given Bakery proper and timely notice of such proposed sale as required by Paragraph 17[18]17, (ii) Bakery has not timely exercised, or has in writing refused to exercise, its Right of First Refusal with respect to such proposed sale and sale[ and], (iii) the Distributorship or portion of Distributorship being sold, and the remainder retained by Consignee if applicable, can provide reasonable, sustainable income commensurate with the geographic territory, (iv) all Territories involved in the sale remain contiguous, (v) the proposed purchaser [meets the requirements of of]provides Bakery [as to character, ability, financial responsibility, business acumen andand adequate facilities;]with a reasonable plan to provide adequate service to the Distributorship in Bakery’s reasonable discretion, adequate facilitiesand (vi) the proposed purchaser is able to secure necessary financing, which shall not be unreasonably denied and involvement in the business; including, if applicable, satisfying all requirements for any loan provided[, however, that any such approval shall be conditioned upon Consignee’s payment in full, prior to such sale, of all XxxxxxxxxConsignee’s indebtedness to Bakery] by a third party, including any third party loan facilitated through Bakery. In For the event Consignee identifies and presents avoidance of doubt, nothing in this Agreement shall permit Bakery to Bakery condition its approval of a potential purchaser who meets proposed sale solely on whether the requirements prospective buyer has experience as a distributor of Bakery prior to the approval by Bakery of any other purchaser, Consignee shall have the sole discretion and authority to sell the Distributorship or portion thereof to that purchaser without regard to whether there are other potential purchasers who also meet the requirements of Bakerybaked products. In addition, where such proposed sale involves the division of the Territory or the sale of only a portion of the Distributorship, such proposed sale is subject to, and may not be effected without, Bakery’s prior written approval of the division of Territory sought to be effected thereby. In the event Consignee has placed his/her/its Distributorship up for sale and a prospective buyer makes an inquiry about the possible purchase of Consignee’s Distributorship, Bakery shall contact that prospective buyer within ten (10) business days of receipt of such inquiry. Bakery will notify Consignee in [with reasonable promptness]in writing within sixty fifteen (6015) business days of Bakery’s receipt of all information required from Consignee, the potential purchaser, and any third party (including any third party lender), with reasonable promptness of its approval or disapproval of any proposed sale and, if applicable, of any proposed division of the Territory. Absent exceptional circumstancesConsignee shall have the right to request information concerning the reason for any delay in Bakery’s approval of a sale of Consignee’s Distributorship, in including, by way of example only, the event Bakery fails failure of Consignee or the purchaser to provide Consignee with written notice of its approval or disapproval of any sale or, if applicable, any proposed division of the Territory, within the time period set forth above, Bakery shall have no further right or authority to prevent, limit, or alter the proposed sale or the terms of the proposed saleall necessary paperwork. Any transaction or instrument which purports to constitute an assignment of this Agreement or a sale, transfer or assignment of the [this]the Distributorship, as a whole or in part, inconsistent with the requirements set forth abovewithout without such written approval shall be void. Any transaction or instrument which purports to constitute an assignment of this Agreement or a sale, transfer or assignment of this Distributorship, as a whole or in part, on terms that are different from those set forth in, or to a party different from the proposed purchaser identified in, the notice of proposed sale given Bakery pursuant to the terms of Paragraph 17 [18]17 shall be void. Any valid sale of this Distributorship as a whole shall operate to release Consignee from all obligations to Bakery hereunder except the obligation to pay in full any adverse balance in his/her/its account with Bakery, and Bakery shall have the right in its discretion to require the purchaser to accept a new consignment agreement in substantially the same form, in lieu of continuing this Agreement in effect, in whole or in part, on an assigned basis. For avoidance of doubt, this Paragraph paragraph 18 does not apply to territory Distributorship sales from Consignee to Bakery, which shall be governed by the applicable provisions of this Agreement.

SALE OF DISTRIBUTORSHIP. Except as otherwise set forth in this Agreement, Consignee shall have the right, in his/her/its sole discretion, to sell and determine the price of the sale of any portion or all of their territory to a third party. Consignee acknowledges that third party purchasers may finance their purchases through loans and that the inability of a purchaser to obtain a loan for the price set by Consignee does not represent an infringement of ConsigneeXxxxxxxxx’s right hereunder to determine the price of the sale of a portion or all of Consignee’s territory to a third party. Subject only to Bakery’s Right of First Refusal, Consignee shall be entitled to sell, convey or transfer its Distributorship in whole or in part to any individual or entity who is also a current Consignee of Bakery at the time of the proposed sale, without approval from Bakery, unless in its reasonable discretion, Bakery determines that the current Consignee purchaser (a) is or becomes in material breach of his/her/its Consignment Agreement at the time the request for approval is made or at any time thereafter and prior to the sale; or (b) in the exclusive judgment of Bakery, has been in breach of his/her/its Consignment Agreement in the 12 months prior to the proposed sale and did not remedy the breach after being provided notice thereof by Bakery. The Distributorship may not be sold, conveyed or transferred by Consignee in whole or in part to any individual or entity who is not a current Consignee of Bakery without the prior written approval of Bakery. Bakery will grant such approval with respect to a proposed sale if in Bakery’s commercially reasonable discretion it determines that (i) Consignee has given Bakery proper and timely notice of such proposed sale as required by Paragraph 17, (ii) Bakery has not timely exercised, or has in writing refused to exercise, its Right of First Refusal with respect to such proposed sale and sale, (iii) the purchaser meets the requirements of Bakery as to character, ability, financial responsibility, business acumen and, adequate facilities, which shall not be unreasonably denied and involvement in the business; provided, however, that any such approval shall be conditioned upon Consignee’s payment in full, prior to such sale, of all Xxxxxxxxx’s indebtedness to Bakery. In the event Consignee identifies and presents to Bakery a potential purchaser who meets the requirements of Bakery prior to the approval by Bakery of any other purchaser, Consignee shall have the sole discretion and authority to sell the Distributorship or portion thereof of Distributorship being sold, and the remainder retained by Consignee if applicable, can provide reasonable, sustainable income commensurate with the geographic territory, (iv) all Territories involved in the sale remain contiguous, (v) the proposed purchaser provides Bakery with a reasonable plan to that provide adequate service to the Distributorship in Bakery’s reasonable discretion, and (vi) the proposed purchaser without regard is able to secure necessary financing, including, if applicable, satisfying all requirements for any loan provided by a third party, including any third party loan facilitated through Bakery. For the avoidance of doubt, nothing in this Agreement shall permit Bakery to condition its approval of a proposed sale solely on whether there are other potential purchasers who also meet the requirements prospective buyer has experience as a distributor of Bakerybaked products. In addition, where such proposed sale involves the division of the Territory or the sale of only a portion of the Distributorship, such proposed sale is subject to, and may not be effected without, Bakery’s prior written approval of the division of Territory sought to be effected thereby. Bakery will notify Consignee in writing within sixty (60) days of Bakery’s receipt of all information required from Consignee, the potential purchaser, and any third party (including any third party lender), with reasonable promptness of its approval or disapproval of any proposed sale and, if applicable, of any proposed division of the Territory. Absent exceptional circumstances, in In the event Bakery fails to provide Consignee with written notice has placed his/her/its Distributorship up for sale and a prospective buyer makes an inquiry about the possible purchase of its approval or disapproval of any sale or, if applicable, any proposed division of the Territory, within the time period set forth aboveConsignee’s Distributorship, Bakery shall have no further right or authority to prevent, limit, or alter the proposed sale or the terms contact that prospective buyer within ten (10) business days of the proposed sale. Any transaction or instrument which purports to constitute an assignment receipt of this Agreement or a sale, transfer or assignment of the Distributorship, as a whole or in part, inconsistent with the requirements set forth abovewithout such written approval shall be void. Any transaction or instrument which purports to constitute an assignment of this Agreement or a sale, transfer or assignment of this Distributorship, as a whole or in part, on terms that are different from those set forth in, or to a party different from the proposed purchaser identified in, the notice of proposed sale given Bakery pursuant to the terms of Paragraph 17 shall be void. Any valid sale of this Distributorship as a whole shall operate to release Consignee from all obligations to Bakery hereunder except the obligation to pay in full any adverse balance in its account with Bakery, and Bakery shall have the right in its discretion to require the purchaser to accept a new consignment agreement in substantially the same form, in lieu of continuing this Agreement in effect, in whole or in part, on an assigned basis. For avoidance of doubt, this Paragraph 18 does not apply to territory sales from Consignee to Bakery, which shall be governed by the applicable provisions of this Agreementinquiry.