Transfer by Developer Sample Clauses

Transfer by Developer. 1. Area Developer understands and acknowledges that the rights and duties set forth in this Agreement are personal to Area Developer, and are granted in reliance on Area Developer’s business skill, financial capacity, and personal character. Accordingly, neither Area Developer nor any immediate or remote successor to any part of Area Developer’s interest in this Agreement nor any individual, partnership, corporation, or other legal entity, which directly or indirectly controls Area Developer shall sell, assign, transfer, convey or give away, any direct or indirect interest in Area Developer or in the development rights granted by this Agreement without the prior written consent of Franchisor. No partial assignments of this Agreement and/or the Development Area can be made by Area Developer. Any purported assignment or transfer, by operation of law or otherwise, not having the written consent of Franchisor shall be null and void and shall constitute a material breach of this Agreement, for which Franchisor may then terminate without opportunity to cure pursuant to Section VI.B. of this Agreement. The transfer restrictions described in this Section VII.B. shall apply to any sale, assignment, transfer, conveyance, or donation of any ownership interest in Area Developer (except for an Area Developer which is a corporation registered under the Securities and Exchange Act of 1934) by any holder of such interest to any party. 2. Franchisor shall not unreasonably withhold its consent to any such transfer; provided, however, that if a transfer, alone or together with other previous, simultaneous, or proposed transfers, would have the effect of transferring a controlling interest in Area Developer or in the development rights granted herein, Franchisor may, in its sole discretion, require as a condition of its approval that: a. All of Area Developer’s accrued monetary obligations to Franchisor and all other outstanding obligations related to the terms and conditions under this Agreement shall have been satisfied; b. Area Developer is not in default of any provision of this Agreement, any amendment hereof or successor hereto, or any other agreement between Area Developer and Franchisor, or its subsidiaries and affiliates; c. The transferor shall have executed a general release under seal, in a form satisfactory to Franchisor, of any and all claims against Franchisor and its officers, directors, shareholders, and employees, in their corporate and individual capacities...

Transfer by Developer. 7.2.1 Developer understands and acknowledges that the rights and duties set forth in this Agreement are unique to Developer, and are granted in reliance on the business skill, financial capacity, and personal character of Developer or Developer’s owners. Accordingly, neither Developer nor any immediate or remote successor to any part of Developer’s interest in this Agreement nor any individual, partnership, corporation, limited liability company or other legal entity which directly or indirectly controls Developer, shall transfer or assign this Agreement, or shall see, assign, transfer, convey or give away any direct or indirect interest in Developer (including any direct or indirect interest in a corporate, partnership or limited liability company Developer), in Developer’s business, or in substantially all the assets of Developer, unless Developer shall have first tendered to the Company the right of first refusal to acquire such interest in accordance with the provisions and other conditions set forth below, and then if the Company fails to exercise said right, only with the prior written consent of the Company. The Company’s consent shall not be unreasonably withheld. Any purported assignment or transfer, by operation of law or otherwise, not having the written consent of the Company, shall be null and void and shall constitute a material breach of this agreement, for which the Company may then terminate this Agreement without opportunity to cure pursuant to Section 6.2 of this Agreement. 7.2.2 The Company shall not unreasonably withhold its consent to a transfer of this Agreement, or a direct or indirect interest in Developer, or of Developer’s business, or of substantially all of the assets of Developer; provided, however, that if a transfer alone, or together with other previous, simultaneous, or proposed transfers, would have the effect of transferring this Agreement, a controlling interest in Developer or substantially all of Developer’s assets, the Company may, in its sole discretion, require as a condition of its approval that: 7.2.2.1 All of Developer’s accrued monetary obligations to the Company and its affiliates and all other outstanding obligations related to the terms and conditions under this Agreement shall have been satisfied: 7.2.2.2 Developer is not in default of any material provision of this Agreement, any amendment hereof or successor hereto, or any other agreement between Developer and the Company, or its subsidiaries and affiliat...

Transfer by Developer. (1) Developer understands and acknowledges that the rights and duties set forth in this Agreement are personal to Developer, and that Franchisor has granted such rights in reliance on the business skill, financial capacity, and personal character of Developer and any guarantor of Developer. Accordingly, neither Developer nor any initial or subsequent successor or assign to any part of Developer's interest in this Agreement, nor any individual, partnership, corporation, or other entity which directly or indirectly has or owns any interest in this Agreement or in Developer shall sell, assign, transfer, convey, give away, pledge, mortgage, or otherwise encumber any direct or indirect interest in this Agreement or in any entity which owns this Agreement without the prior written consent of Franchisor; provided, however, that Franchisor's prior written consent shall not be required for a transfer of less than a one per cent (1%) interest in a publicly-held corporation, and further, Franchisor's prior written consent for a Minority Interest Transfer (as hereinafter defined) shall be exclusively based upon the requirements enumerated in Section VIII.B.(3) hereof. A publicly-held corporation is a corporation having its securities registered pursuant to Section 12 under the Securities Exchange Act of 1934, as amended, or a corporation subject to the reporting requirements of Section 15(d) under the Securities Exchange Act of 1934, as amended. Any purported assignment or transfer, by operation of law or otherwise, not having the written consent of Franchisor required by this Section VIII.B.(1) shall be null and void and shall constitute a material breach of this Agreement. (2) Franchisor shall not unreasonably withhold its consent to a transfer of any interest in Developer or in this Agreement. Franchisor may, in its sole discretion, require any or all of the following as conditions of its approval: (a) All of Developer's accrued monetary obligations and all other outstanding obligations to Franchisor, its subsidiaries, and its affiliates shall have been satisfied; (b) Developer is not in default of any provision of this Agreement, any amendment hereof or successor hereto, or any other agreement between Developer and Franchisor, or its subsidiaries and affiliates; (c) The transferor shall have executed a general release, in a form satisfactory to Franchisor, of any and all claims against Franchisor and its officers, directors, shareholders, and employees, in their c...

Transfer by Developer. Developer understands and acknowledges that the rights and duties set forth in this Agreement are unique to DEVELOPER, and are granted in 9.1.1 any right or interest created by this Agreement, the Franchise Agreement or any Addenda thereto; 9.1.2 any of the FRANCHISED STORES, including any portion of the assets therein; 9.1.3 any of the ownership interests in DEVELOPER; or 9.1.4 this Agreement.

Transfer by Developer. Except with the prior written consent of an authorized officer of ▇▇▇▇▇▇▇, such consent not to be unreasonably withheld but may be withheld if ▇▇▇▇▇▇▇ determines such proposed transfer not to be in the best interest of the On The Border System, Developer shall not (1) assign or pledge this Agreement, or assign any of Developer's rights or delegate any of its duties hereunder; or (2) sell, assign, transfer, convey, give away, pledge, mortgage, or otherwise encumber any equity securities of Developer; or (3) sell, assign, transfer, convey or give away substantially all of the assets of Developer or any On The Border Restaurant.

Transfer by Developer. 15 8.3 Right of First Refusal....................................18 8.4 NON-WAIVER OF CLAIMS......................................20

Transfer by Developer. Developer and Developer’s Principals understand and acknowledge that the rights and duties set forth in this Development Agreement are personal to Developer and are granted, in part, in reliance upon the skill, aptitude, business and financial capacity of Developer and Developer’s Principals and their intention of complying with its terms and conditions. Therefore, if the Developer and/or Developer’s Principals desire to Transfer any interest to any individual or entity (including a trust), they must first obtain the prior written approval of Franchisor. Any such attempted Transfer not approved by Franchisor shall be null and void from its purported inception. Prior to authorizing such Transfer, Franchisor may require, among other things, satisfaction of any or all of the following: (a) Developer shall be in full compliance with all of the terms and conditions of this Agreement; (b) Developer and/or any Developer’s Principal shall remain liable for the performance of its obligations contained in this Agreement through the date of Transfer and shall execute all instruments reasonably requested by Developer to evidence such liability; (c) The transferee shall satisfy, in Franchisor’s judgment, Franchisor’s then existing criteria for a developer including, without limitation: (i) education; (ii) business skill, experience and aptitude; (iii) character and reputation; and (iv) financial resources; (d) The transferee and all owners of any record or beneficial interest in the capital stock (or other interest) of transferee shall execute all instruments (including a new development agreement and guaranty) reasonably requested by Franchisor to evidence acceptance and assumption of all of the terms and conditions of this Agreement. Such new development agreement may contain terms materially different from this Agreement; and (e) Developer pays a transfer fee equal to (i) one half ( 1 /2) of the development fee contained herein, if the Developer does not have a majority Equity Interest (as reasonably determined by Franchisor) in the transferee or (ii) an amount equal to the reasonable costs incurred by Franchisor in connection with the Transfer among Developers principals, but in no event less than One Thousand and No/100 Dollars ($1,000.00). Developer and Developer’s Principals (if applicable) must have executed a general release, in a form satisfactory to Franchisor, of any and all claims against Franchisor, its affiliates, and the officers, directors, members, sh...

Transfer by Developer. Developer understands and acknowledges that the rights and duties set forth in this Agreement are personal to Developer and that Champps has entered into this Agreement in reliance upon Developer's business skills, financial capacity and personal character. Accordingly, Developer shall not without the prior written consent of Champps, sell, assign, transfer, convey, donate, pledge, mortgage, or otherwise encumber this Agreement, any interest in this Agreement or any interest which, alone or together with other previous, simultaneous or contemplated transfers, would, or could by operation of law, result in a loss of control of Developer. These transactions shall be collectively referred to as "Transfers" in this Agreement. Any purported Transfer, by operation of law or otherwise, not having the prior written consent of Champps shall be null and void and shall constitute a material default by Developer, permitting Champps to terminate this Agreement, pursuant to Section 5. Champps acknowledges that Developer may incorporate one or more corporations to operate Champps Restaurants developed pursuant to this Agreement and that Developer contemplates transferring to one or more third parties up to an aggregate of 50% of the equity interests in each such operating company and Champps hereby consents to such transfers provided that Developer (i) continues to be the beneficial and actual owner of at least 50% of the equity interests in such operating company and (ii) retains at all times control of and operating responsibility with respect to each such restaurant.

Transfer by Developer. Developer understands and acknowledges that the rights and duties set forth in this Agreement are unique to Developer, and that Franchisor has granted this Agreement in reliance on Developer's business skill and financial capacity. Accordingly, neither (i) Developer nor (ii) any immediate or remote successor to Developer, nor (iii) any individual, partnership, corporation or other legal entity which directly or indirectly owns any interest in Developer, or in this Development Agreement, shall sell, assign, transfer, convey, donate, pledge, mortgage, or otherwise encumber any rights or obligations under this Agreement, any direct or indirect interest in this Agreement, or in Developer without the prior written consent of Franchisor. Any purported assignment or transfer, by operation of law or otherwise, not having the prior written consent of Franchisor, shall be null and void, and shall constitute a material breach of this Agreement, for which Franchisor may then terminate without opportunity to cure pursuant to Section 9.03 of this Agreement.