Retained Franchise definition

Retained Franchise means any Franchise for which by the Closing Date: (a) the Required Consent to transfer such Franchise to Buyer either was not obtained, has not been granted by operation of law, or the applicable Governmental Authority or its designee has taken public action to the effect, or has given written notice to Buyer or Seller of its, or its designee's assertion, that the Required Consent has not been granted by operation of law, or (b) a Governmental Authority has the right directly or indirectly to acquire all or any portion of a System, which right has not expired by its terms or expressly been waived or abandoned. The Retained Franchise includes not only the applicable Franchise, but also all of the Assets that are: (i) located in the Service Area of the Retained Franchise; and (ii) used solely for the operation of the portion of the System in the portion of the Service Area of the Retained Franchise.
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Retained Franchise means either a PARTY A Retained Franchise or a PARTY B Retained Franchise or both, as the context requires, and a "Matching Franchise" means either a PARTY A Matching Franchise or a PARTY B Matching Franchise or both, as the context requires.
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Retained Franchise has the meaning set forth in Section 9.07(a).
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Examples of Retained Franchise in a sentence

  • If Section 6.14 applies, the parties shall have reached agreement on the Retained Franchise Management Agreement.

  • The parties hereto covenant and agree to act in good faith to obtain the approval or consent of any Governmental Authorities that have not consented to the transfer of any Retained Franchise.

  • Impact of those measures will be assessed in the Overall extended comparative Impact Assessment of the Programme.

  • The closing conditions in Articles 7 and 8 will not apply to any Retained Franchise transfer; provided, that the parties will negotiate in good faith to include appropriate conditions to the Subsequent Transfer in the Operating Agreements, including the condition that the portion of the Equity Consideration being issued be duly authorized, validly issued, fully paid and non-assessable and the issuance thereof not be subject to any preemptive or similar right.

  • If, on the date that is one (1) year from the date of the Closing Date, any Franchise Area shall not have become a Transferable Franchise Area, Buyer and the Seller with respect thereto shall nevertheless conduct a final Closing with respect to the Retained Franchise and Retained Assets relating to any such Franchise Area ("Final Closing"), at which such Seller shall assign, transfer, convey and deliver to Buyer, and Buyer shall acquire from such Seller, such Retained Franchise and Retained Assets.

  • In the event that the Closing occurs without the receipt of all consents and approvals to transfer all franchises included in the CATV Business, such franchises for which consent or approval is required and has not been obtained shall, subject to applicable Law, be transferred by the Transferor to an affiliate of Holdings prior to the Closing or otherwise excluded from the Transferor prior to Closing, and shall be treated as Excluded Assets (each such franchise, a "Retained Franchise").

  • Prior to the Closing, the parties shall negotiate in good faith to reach agreement on one or more operating agreements (the "Operating Agreements") pursuant to which CCI will operate such Retained Franchise to the extent not prohibited under the terms thereof.

  • Subject to Section 9.4, at such time as the Franchise Area covered by any Retained Franchise shall become a Transferable Franchise Area, Buyer and the applicable Seller shall conduct a closing (each, a "Subsequent Closing") at which such Seller shall assign, transfer, convey and deliver to Buyer, and Buyer shall acquire from such Seller, the Retained Franchise covering such Franchise Area and any Retained Assets with respect thereto.

  • The "Franchise Purchase Price" with respect to any Retained Franchise (and the Retained Assets with respect thereto), shall be the product of (i) the number of Subscribers covered by such Retained Franchise as of the Closing Date, based on the Pre-Closing Certificate, as it may be modified to reflect the resolution of any pre-Closing disputes with respect thereto, and (ii) the Subscriber Adjustment Amount applicable to the Seller of such Retained Franchise and Assets.

  • Seller and Buyer shall continue to cooperate in attempting to secure renewal or extension of, or Consent to the transfer of, as the case may be, each Retained Franchise.


More Definitions of Retained Franchise

Retained Franchise means either a TCI Retained Franchise or an Insight Retained Franchise or both, as the context requires, and a "Matching Franchise" means either a TCI Matching Franchise or an Insight Matching Franchise or both, as the context requires.
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Retained Franchise means either an RMG Retained Franchise or a IP-I Retained Franchise or both, as the context requires, and a "Matching Franchise" means either an RMG Matching Franchise or a IP-I Matching Franchise or both, as the context requires.
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Retained Franchise means either an IPSE Retained Franchise or a Charter Retained Franchise or both, as the context requires, and a "Matching Franchise" means either an IPSE Matching Franchise or a Charter Matching Franchise or both, as the context requires.
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Retained Franchise means either an AT&T Retained Franchise or a Comcast Retained Franchise or both, as the context requires, and a "Matching Franchise" means either an AT&T Matching Franchise or a Comcast Matching Franchise or both, as the context requires.
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Retained Franchise has the meaning set forth in Section 4.16.
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Related to Retained Franchise

  • Franchise means a written contract or agreement between two or more persons whereby one

  • New Franchise Agreement means the franchise license agreement to be entered into between Buyer and the Franchisor, granting to Buyer a franchise to operate the Hotel under the Brand on and after the Closing Date.

  • Existing Franchise Agreement means that certain franchise license agreement between the Seller and the Franchisor, granting to Seller a franchise to operate the Hotel under the Brand.

  • Retained Contracts shall have the meaning specified in Section 2.1.6.

  • Franchise Agreements means (a) the Franchise Agreements set forth on Part IV of Schedule 4.01(p) hereto, and (b) any Franchise Agreement in respect of a Borrowing Base Asset entered into after the Closing Date in compliance with Section 5.01(r).

  • Subfranchisor means a person who is granted a master franchise.

  • Retained Assets has the meaning set forth in Section 2.2.

  • Liquor store means a retailer, as defined in section 111 of the Michigan liquor control code of 1998, 1998 PA 58, MCL 436.1111, that is exclusively or primarily engaged in the sale of alcoholic liquor. The term does not include a retailer that is a retail food store.

  • Hotel Site means the real property on which the Hotel is located or to be located, as approved by us.

  • Franchisor means Marriott International, Inc.

  • Franchise Area means the present legal boundaries of the City as of the Effective Date, and shall also include any additions thereto, by annexation or other legal means as provided in this Agreement.

  • Retained Names and Marks has the meaning set forth in Section 5.12(a).

  • Franchise Agreement or “Agreement” shall mean this Agreement and any amendments or modifications hereto.

  • Liquor Licenses shall have the meaning set forth in Section 8.10.

  • Retained Business means any business now, previously or hereafter conducted by Seller or any of its Subsidiaries or Affiliates other than the Business.

  • Franchisee means a person to whom a franchise is granted.

  • License means any Copyright License, Patent License, Trademark License or other license of rights or interests.

  • Liquor warehousing license means a license that is issued:

  • Hotel means any establishment used for the purpose of temporary, overnight lodging for which a fee is paid and reservations are required.

  • Liquor License means any license, permit, registration, qualification or other approval required to sell, dispense or distribute alcoholic beverages under the Liquor Laws.

  • Property management means leasing or renting, or offering to lease or rent, real property of others for a fee, commission, compensation, or other valuable consideration pursuant to a property management employment contract.

  • Franchise insurance means an individual insurance policy provided through a

  • Property management system means the Contractor’s system or systems for managing and controlling Government property.

  • Company Real Property means the Company Owned Real Property and the Company Leased Real Property.

  • Franchise Fee means a direct or indirect payment to purchase or operate a franchise. Franchise fee does not include any of the following:

  • Retained Liabilities has the meaning set forth in Section 2.4.