Common use of Transfer by Developer Clause in Contracts

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 affiliates;

Transfer by Developer. 7.2.1 Developer understands and acknowledges that the rights and duties set forth in this Agreement are unique personal to Developer, and are that Franchisor has granted this Agreement in reliance on the Developer’s business skill, skill and financial capacity, and personal character of Developer or Developer’s owners. Accordingly, neither Developer (i) Developer, nor (ii) any immediate or remote successor to any part of Developer’s interest in this Agreement , nor (iii) any individual, partnership, corporation, limited liability company corporation or other legal entity which directly or indirectly controls Developer, shall transfer owns any interest in Developer or assign in this Agreement, or shall seesell, assign, transfer, convey convey, donate, pledge, mortgage, or give away otherwise encumber 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, this Agreement 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 without the prior written consent of the Company. The Company’s Franchisor, which consent shall not may be unreasonably withheldwithheld by Franchisor at its sole discretion. Any purported assignment or transfer, by operation of law or otherwise, not having the written consent of the CompanyFranchisor as described above, shall be null and void void, and shall constitute a material breach of this agreementAgreement, for which the Company Franchisor may then terminate this Agreement without opportunity to cure pursuant to Section 6.2 5.03. of this Agreement. 7.2.2 The Company shall . Developer understands and acknowledges that individual development rights to obtain franchises to establish and operate Franchised Units may not unreasonably withhold its consent to a be transferred except in connection with an approved transfer of this Agreement, or a together with all remaining development options due to be developed under this Agreement, in accordance with the conditions set forth herein. Notwithstanding anything herein to the contrary, the owners of the direct or indirect interest equity interests in DeveloperDeveloper may sell, assign, transfer, convey, donate, pledge, mortgage or otherwise encumber such interests (whether to each other or to individuals or entities that are not owners of Developer’s business, direct or of substantially all indirect equity interests in Developer as of the assets date 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, but subject to and only so long as 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 following requirements are fully satisfied: 7.2.2.2 Developer (i) In the case of a transfer to a transferee that (A) is not ▇▇▇▇ ▇▇▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇, and (B) owns direct or indirect equity interests in default Developer as of any material provision the date of this Agreement, such transfer shall be permitted so long as (I) such transferee shall not at any amendment hereof time be involved in the day-to-day operations, management, or successor heretoaffairs of Developer, any parent entity of Developer, or any other agreement between Developer Franchised Unit, (II) such transferee shall not at any time have access to Franchisor’s confidential or proprietary information regarding the System, and (III) such transferee shall not at any time have any ability to vote upon the Companyday-to-day operations, management, or its subsidiaries affairs of Developer or any parent entity of Developer (whether via such transferee's equity interests or otherwise; (ii) In the case of a transfer to a transferee that (A) is not ▇▇▇▇ ▇▇▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇, and affiliates(B) does not own any direct or indirect equity interests in Developer as of the date of this Agreement, such transfer shall be permitted so long as after giving effect to such transfer, such transferee shall not own in the aggregate five percent (5%) or more of the outstanding direct or indirect equity interests in Developer; (iii) After giving effect to a transfer permitted under clause (i) or clause (ii) above, ▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇ (whether individually or collectively, and to the exclusion of any other third party) shall maintain the sole power to control and direct the day-to-day operations, management, and affairs of Developer, each parent entity of Developer, and each Franchised Unit; (iv) A transfer of direct or indirect equity interests in Developer to ▇▇▇▇ ▇▇▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇ shall be permitted; and (v) In the event of a transfer permitted under clause (i), clause (ii), or clause (iv) above, within the 15-day period immediately following any such transfer, Developer shall provide Franchisor with written notice of such transfer and, upon Franchisor’s request, copies of documentation evidencing such transfer.