Transfer Upon Death or Mental Incapacity Sample Clauses

Transfer Upon Death or Mental Incapacity. Upon the death or mental incapacity of any person with an interest in this Franchise or in Franchisee, the executor, administrator, or personal representative of such person shall transfer his interest to a third party to be approved by the Franchisor within one (1) year after such death or mental incapacity, provided, however, that during such transition period the Conversion Center must continue to be operated normally. The sole exception hereunder shall be the transfer, pursuant to a bona fide buy-sell agreement, to the surviving shareholder of the Franchisee, if same is a corporation, or the surviving spouse or surviving children of the Franchisee. Such transfers, except for the aforementioned exceptions, shall be subject to the same conditions as any inter vivos transfer, i.e., as set forth in Section 12.2 hereof. If the interest is not disposed of within said one (1) year, the Franchisor shall have the option to repurchase the franchise under Section 12.4 hereof for the fair market value thereof as determined by an independent appraiser selected by Franchisor and Franchisee's representative or Franchisor may, at its option, terminate this Agreement without further notice.
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Transfer Upon Death or Mental Incapacity. Upon the death, mental incapacity or disability of the Regional Franchisee or a shareholder of a corporation owning in excess of 20% of the equity of such corporation or a general partner of a partnership or a member of a limited liability company owning in excess of 20% of the equity of such limited liability company which has been formed to own and operate the Regional Franchisee’s business, the Franchisor shall consent to the transfer of said interest in the Regional Franchisee, the Regional Franchisee’s business and this Agreement to the spouse, heirs or relative by blood or by marriage or trustee of a revocable living trust agreement of said owner shareholder, partner, or member, whether such transfer is made by will or by operation of law. If, in the Franchisor’s sole discretion and judgment, such person or persons meet the Franchisor’s educational, managerial and business standards; possess a good moral character, business reputation and credit rating; have the aptitude and ability to conduct the Regional Franchisee’s business herein; have at least the same managerial and financial criteria required by new Regional Franchisee and shall have sufficient equity capital to operate the Regional Franchisee’s business. If said transfer is not approved by the Franchisor, the executor, administrator or personal representative or trustee shall have the authority to sell the interest to a third party approved by the Franchisor within six (6) months after such death, mental incapacity or disability; provided that Franchisor shall have the right of first refusal to acquire such interest on the same terms and conditions offered by such third party in accordance with the provisions of section 10 c above.
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Transfer Upon Death or Mental Incapacity. Upon the death or mental incapacity of Hornx xx Tipps, the executor, administrator, or personal representative of the deceased person shall transfer his interest in Holding Company to the survivor of Hornx xx Tippx, xx a third party approved by OS within twelve (12) months after such death or mental incapacity. Until such transfer has been consummated in accordance with the provisions of this SECTION 14, OS shall have the right, but not the obligation, to assume direct management control of the Business on an interim basis, including, without limitation, installing representatives of OS, at HT's expense. If the interest is not disposed of within twelve (12) months from the date of death or incapacity, OS may terminate this Agreement.
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Transfer Upon Death or Mental Incapacity. Upon the death or finding ---------------------------------------- by a court of mental incapacity of any person with an interest in the Franchise, the executor, administrator or personal representative of such person shall transfer within six (6) months after such death or mental incapacity the deceased or incompetent owner's interest to a third party approved by Franchisor. Such transfers, including transfers by devise or inheritance, shall be subject to the same conditions as any Transfer. However, in the case of transfer by devise or inheritance, if the heirs or beneficiaries of any such person are not approved by Franchisor, the personal representative of the deceased shall have a reasonable time to dispose of the deceased's interest, which disposition shall be subject to all the terms and conditions for Transfers contained in this Agreement. If the interest is not disposed of within six (6) months, Franchisor may terminate this Agreement.
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Transfer Upon Death or Mental Incapacity. Upon the death or mental incapacity of any person with an interest in the Deli Delicious™ restaurant, the executor, administrator, or personal representative of that person must transfer his interest to a third party approved by Franchisor within 6 months after death or mental incapacity. These transfers, including, without limitation, transfers by devise or inheritance, will be subject to the same restrictions and conditions as any inter vivos transfer. However, in the case of a transfer by devise or inheritance, if the heirs or beneficiaries of any deceased person are unable to meet the conditions of this Agreement, the personal representative of the deceased Franchisee shall have a reasonable time to dispose of the deceased's interest in the Restaurant, which disposition will be subject to all the terms and conditions for transfer contained in this Agreement. If the interest is not disposed of within a reasonable time, Franchisor may terminate this Agreement. Pending assignment, upon the death of the Principal, or in the event of any temporary or permanent mental or physical disability of the Principal, a manager shall be employed for the operation of a Deli Delicious™ restaurant that has successfully completed Franchisor's training courses to operate the Business for the account of Franchisee. If after the death or disability of the Principal, the Restaurant is not being managed by such trained manager, Franchisor is authorized to appoint a manager to maintain the operation of the Restaurant until an approved transferee will be able to assume the management and operation of the Restaurant, but in no event for a period exceeding 90 days without the approval of the personal representative of the Principal; such manager shall be deemed an employee of the Franchisee. All funds from the operation of the Restaurant during the period of management by such appointed or approved manager shall be kept in a separate fund and all expenses of the Restaurant, including compensation of such manager, other costs and travel and living expenses of such appointed or approved manager (the "Management Expenses"), shall be charged to such fund. As compensation for the management services provided, in addition to the Fees due, Franchisor shall charge such fund the full amount of the direct expenses incurred by Franchisor during such period of management for and on behalf of Franchisee, provided that Franchisor shall only have a duty to utilize reasonable efforts and shall no...
Sample 1
Transfer Upon Death or Mental Incapacity. If any Owner dies or becomes incapacitated, Xxxxxxxxxx shall consent to the transfer of the former Owner’s interest in this Agreement or equity interest in the franchisee (as applicable) to his or her spouse or heirs, whether such transfer is made by will or by operation of law, if, in Franchisor’s sole discretion and judgment, the transferee meets Xxxxxxxxxx’s educational, managerial and business standards; possesses a good moral character, business reputation and credit rating; has the aptitude and ability to conduct the Franchised Business herein; has at least the same managerial and financial criteria required by new franchisees; and has sufficient equity capital to operate the Franchised Business. If said transfer is not approved by Franchisor, the executor, administrator, or personal representative of such person shall transfer the former Owner’s interest to a third party approved by Franchisor within six months after such death, mental incapacity, or disability. Such transfer shall be subject to Franchisor’s right of first refusal and to the same conditions as any inter vivos transfer.
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Transfer Upon Death or Mental Incapacity. Upon the death, mental incapacity or disability of the Franchisee or a shareholder of a corporation or a general partner of a partnership which has been formed to own and operate the Franchised Business pursuant to the System, the Franchisor shall consent to the transfer of said interest in the Franchisee, the Franchised Business and this Agreement to the spouse, heirs or relative by blood or by marriage, of said Franchisee, shareholder or partner, whether such transfer is made by will or by operation of law, if, in the Franchisor's sole discretion and judgment, such person or persons meet the Franchisor's educational, managerial and business standards; possess a good moral character, business reputation and credit rating; have the aptitude and ability to conduct the Franchised Business herein; have at least the same managerial and financial criteria required by new franchisees and shall have sufficient equity capital to operate the Franchised Business. If said transfer is not approved by the Franchisor, the executor, administrator or personal representative of such person shall transfer his interest to a third party approved by the Franchisor within six (6) months after such death, mental incapacity or disability. Such transfer shall be subject to the Franchisor's right of first refusal and to the same conditions as any inter vivos transfer.
Sample 1
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Related to Transfer Upon Death or Mental Incapacity

  • Termination Upon Death of Executive Executive’s employment under this Agreement shall be terminated upon the death of Executive. In such case, the Employer shall be obligated to pay to the surviving spouse of Executive, or if there is none, to the Executive’s estate: (i) that portion of Executive’s Base Salary that would otherwise have been paid to him for the month in which his death occurred, and (ii) any amounts due him pursuant to the Northrim Bank Savings Incentive Plan (401-K) and the Northrim BanCorp, Inc. Profit Sharing Plan, any supplemental deferred compensation plan, and any other death, insurance, employee benefit plan or stock benefit plan provided to Executive by the Employer, according to the terms of the respective plans.

  • Termination Upon Death or Permanent Disability This Agreement shall be automatically terminated on the death of Executive or on the permanent disability of Executive if Executive is no longer able to perform in all material respects the usual and customary duties of Executive’s employment hereunder. For purposes hereof, any condition which in reasonable likelihood is expected to impair Executive’s ability to materially perform Executive’s duties hereunder for a period of three months or more shall be considered to be permanent.

  • Termination Upon Death or Disability If the Executive dies during the Term, the Term shall terminate as of the date of death. If there is a good faith determination by the Board that the Executive has become physically or mentally incapable of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any 12-month period (a “Disability”), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon Executive’s death or in the event that Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, shall be entitled to: (i) all accrued but unpaid Annual Salary through the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any benefits provided under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred; (v) an amount equal to the target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (vi) all outstanding equity (or equity-based) incentives and awards held by the Executive shall thereupon vest and become free of restrictions and all stock options shall be exercisable in accordance with their terms. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, the Executive shall have no further rights to any compensation or any other benefits under this Agreement.

  • Upon Death or Disability If the Executive dies, all provisions of Section 3 of this Agreement (other than rights or benefits arising as a result of such death) and the Employment Term shall be automatically terminated; provided, however, that an amount equal to the earned and unpaid Incentive Payments to the date of death and the Standard Termination Payments shall be paid to the Executive’s surviving spouse or, if none, the Executive’s estate (as set forth above), and the death benefits under the Company’s employee benefit plans shall be paid to the Executive’s beneficiary or beneficiaries as properly designated in writing by the Executive. If the Executive is unable to perform the essential functions of the Executive’s job under this Agreement, with or without reasonable accommodation, by reason of physical or mental disability or incapacity (“Disability”) and such disability or incapacity shall have continued for any period aggregating six months within any 12 consecutive months, the Company may terminate this Agreement and the Employment Term at any time thereafter. In such event, the Executive shall be entitled to receive the Executive’s normal compensation hereunder during said time of disability or incapacity, and shall thereafter be entitled to receive the “Disability Incentive Payment” (as described in the penultimate sentence of this subsection (b)) and the Standard Termination Payments (as set forth above). The portion of the payment representing the Disability Incentive Payment shall be paid in a lump sum determined on a net present value basis, using a reasonable discount rate determined by the Board. The Disability Incentive Payment shall be equal to the target Incentive Payment that the Executive would have been eligible to receive for the year in which the Employment Term is terminated multiplied by a fraction, the numerator of which is the number of days in such year before and including the day of termination of the Employment Term and the denominator of which is the total number of days in such year. Subject to Section 19 below, the Disability Incentive Payment shall be payable in a lump sum on the 60th day after termination of the Executive’s employment.

  • Death or Incapacity If the Executive’s employment is terminated by reason of the Executive’s death or Incapacity during the Employment Period, this Agreement shall terminate without further obligations to the Executive’s legal representatives under this Agreement, other than for (i) timely payment of Accrued Obligations in a lump sum in cash within 30 days after the Date of Termination and (ii) provision by the Company of death benefits or disability benefits for termination due to death or Incapacity, respectively, in accordance with Section 3(b)(iii) as in effect at the Operative Date or, if more favorable to the Executive, at the Executive’s Date of Termination.

  • Termination Upon Death This entire Agreement will terminate immediately without further action of the parties upon the death of a natural person who is a party to this Agreement, or a general partner of a partnership that is a party to this Agreement.

  • Termination Due to Death or Permanent Disability If the Employment Period shall be terminated due to death or Permanent Disability of the Executive, the Executive (or his estate or legal representative) shall be entitled solely to the following: (a) Base Salary through the Date of Termination (paid on the Companies’ normal payroll date), and (b) medical benefits as provided in Section 5.05 below. The Executive’s entitlements under any other benefit plan or program shall be as determined thereunder. In addition, promptly following any such termination, the Executive (or his estate or legal representative) shall be reimbursed for all Reimbursable Expenses incurred by the Executive prior to such termination in accordance with Section 4.04 and Section 13.14 herein.

  • Exercise Period Upon Death or Disability If the Participant dies or becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to the Final Exercise Date while he or she is an Eligible Participant and the Company has not terminated such relationship for “cause” as specified in paragraph (e) below, this option shall be exercisable, within the period of one year following the date of death or disability of the Participant, by the Participant (or in the case of death by an authorized transferee), provided that this option shall be exercisable only to the extent that this option was exercisable by the Participant on the date of his or her death or disability, and further provided that this option shall not be exercisable after the Final Exercise Date.

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