Existing Franchise Agreements Sample Clauses

Existing Franchise Agreements. Existing Franchisees will continue to pay royalties directly to Master Franchisee under the Existing Franchise Agreements, and Master Franchisee shall pay to BKAP or its designee a Royalty in an amount equal to two and one half percent (2.5%) of aggregate monthly Gross Sales (as defined in the Existing Franchise Agreements) at the Existing Franchised Restaurants. Such monthly Royalty will be due and payable to BKAP or its designee by the 30th day of each month based on aggregate monthly Gross Sales for the previous month, whether or not Master Franchisee actually charges and/or collects any royalty from Existing Franchisees. Master Franchisee will continue to provide the Services described in clause 10 through and including clause 12 relating to the Existing Franchise Agreements and receive compensation for such services, if any, directly from the Existing Franchisees, as provided in the Existing Franchise Agreements.
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Existing Franchise Agreements. There are as of the date of this ----------------------------- Agreement twenty-four (24) Units listed on Exhibit I-A (the "GROUP A UNITS"); twenty-five Units listed on Exhibit I-B (the "GROUP B UNITS"); and twenty-five Units listed Exhibit I-C (the "GROUP C UNITS") (collectively, the "INITIAL AGREEMENTS"). Effective as of 11:59 pm, New York time, September 30, 1996, Company assigns and Master Licensee assumes the Initial Agreements. The assignment of each Initial Agreement shall be accomplished by means of an Assignment and Assumption Agreement in substantially the form of Assignment and Assumption Agreement attached hereto as Exhibit C, completed and signed by Company as Assignor and Master Licensee as Assignee. The income, cash, and accrued Franchise Fees under the Group A Initial Agreements accruing through September 30, 1996 shall belong to Company. Franchise Fees collected by Master Licensee in respect of each Group A Initial Agreement on and after October 1, 1996 shall be remitted to Company until Company's receivables accrued with respect to such Initial Agreement as of September 30, 1996 have been liquidated. The parties shall account for Franchise Fees under the other Initial Agreements accrued as of September 30, 1996 under the terms of the Franchise Development Agreement in effect through the Agreement Date. Master Licensee shall indemnify and hold Company and its parent corporation harmless from and against any claims, liabilities, damages, judgments, settlements, costs of defense and investigation arising from the Initial Agreements, provided that the transactions or occurrence giving rise to such claims occurs after the date of this Agreement. Company likewise shall indemnify and hold Master Licensee and its parent corporations harmless from and against any claims, liabilities, damages, judgments, settlements, costs of defense and investigation arising from the Initial Agreements, provided that the transactions or occurrence giving rise to such claims occurs before the date of this Agreement. In the event a claim arises in which the transactions or occurrence happened before and after the date of this Agreement, the parties shall split the cost of defense and resolution equally, unless and until an arbitration proceeding pursuant to Paragraph 17.09 apportions the costs of defense and resolution differently based on the comparative fault of the parties, as determined by the arbitrator. Nothing contained in this Agreement shall modify the liab...
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Existing Franchise Agreements. The termination of the Existing Franchise Agreement.
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Existing Franchise Agreements. Purchaser acknowledges that Seller is the franchisor under business format franchise agreements with the Distributors, Fee & Lease Dealers and Contract Dealers (the "OTR Franchisees") listed on Exhibit "Q" for the operation by the OTR Franchisees of On The Rung(R) convenience stores at the service station facilities listed on Exhibit "Q". Notwithstanding any conveyance contemplated by this Agreement, Purchaser further acknowledges and agrees the business format franchise agreements with the OTR Franchisees relating to the On The Rung convenience stores are not being assigned to Purchaser and that after the Closing, Seller shall continue to be the franchisor under such agreements, until the termination or expiration of such agreements.
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Existing Franchise Agreements. Although not included in the Property, for the avoidance of doubt, the existing franchise agreements, including, without limitation, any obligations to complete property improvement plans in connection therewith.
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Existing Franchise Agreements. All property owned by Existing Franchisors and used at the Hotels or in the operating of the Hotels pursuant to the Existing Franchise Agreements, including (a) all brand names (including the Brands), trademarks, logos and other intellectual property rights licensed to or otherwise used by Sellers in the Business pursuant to the Existing Franchise Agreements, and (b) all data, manuals and other information of Existing Franchisors under the Existing Franchise Agreements. If any property of any Seller incorporates property of any Existing Franchisor, the portion of such property that constitutes Existing Franchisor’s property shall be removed, and the remainder of such property shall be included in the Property.
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Existing Franchise Agreements. Seller has furnished to Buyer a true and complete copy of the Existing Franchise Agreement, which constitutes the entire agreement of the parties with respect to the subject matter thereof and which have not been amended or supplemented in any respect. There are no other management agreements, franchise agreements, license agreements or similar agreements for the operation or management of the Hotel or relating to the Brand, to which Seller is a party or which are binding upon the Property, except for the Existing Franchise Agreement. The Improvements comply with, and the Hotel is being operated in accordance with, all requirements of such Existing Franchise Agreement and all other requirements of the Franchisor, including all “brand standard” requirements of the Franchisor. The Existing Franchise Agreement is in full force and effect, and shall remain in full force and effect until the termination of the Existing Franchise Agreement at Closing, as provided in Article V hereof. To the knowledge of Seller, no default has occurred and is continuing under the Existing Franchise Agreement, and no circumstances exist which, with the giving of notice, the lapse of time or both, would constitute such a default.
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Related to Existing Franchise Agreements

  • Franchise Agreements The Franchise Agreements are in full force and effect. There is no default thereunder by any party thereto and no circumstance, condition or event has occurred that, with the passage of time and/or giving of notice, would constitute a default thereunder or entitle Franchisor to terminate any Franchise Agreement. All franchise fees, reservation fees, royalties, marketing fees and other sums and payable due under the Franchise Agreements have been paid in full or are current. A true, correct and complete copy of the Franchise Agreements, together with all amendments and ancillary agreements or side letters related thereto, have been delivered to Lender. The Loan, and the encumbrance of the Collateral as security for the Loan, will not cause Mortgage Borrower to violate any financial covenants contained in any Franchise Agreement.

  • Franchise Agreement (a) Except as provided in this Agreement, the Properties shall at all times be operated in accordance with the terms and conditions of the Franchise Agreements. Borrower shall, or shall cause Operating Lessee to cause Manager to, (i) pay all sums required to be paid by Borrower, Operating Lessee and/or Manager under the Franchise Agreements, (ii) diligently perform, observe and enforce all of the terms, covenants and conditions of the Franchise Agreements, (iii) promptly deliver to Lender a copy of any written notice to Borrower or Operating Lessee of any default by Borrower, Operating Lessee and/or Manager under the Franchise Agreements and notify Lender of any material default under the Franchise Agreements of which it is aware, (iv) promptly deliver to Lender a copy of any written notice to Franchisor of any default by Franchisor under the Franchise Agreements, (v) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of non-performance, report and estimate (a) received by Borrower or Operating Lessee under the Franchise Agreements and (b) required to be delivered by Borrower, Operating Lessee and/or Manager to Franchisor under the Franchise Agreements, (vi) complete all work required under any PIP on or prior to the Outside Date, (vii) not modify or amend the Franchise Agreements to the extent such modification or amendment could reasonably be expected to have a Material Adverse Effect, and (viii) except as provided in clause (b) below not terminate, cancel, or replace the Franchise Agreements, nor replace the Franchisor, nor waive or release any of its rights and remedies under the Franchise Agreements in any material respect, without Lender’s prior written consent. Each request by Borrower for approval and consent by Lender pursuant to this Section 5.25 shall be in writing and contain a legend in capitalized bold letters on the top of the cover page stating: “LENDER’S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS. LENDER’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN LENDER’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED” and Borrower shall include the following documentation with such request all materials reasonably necessary in order for Lender to evaluate such matter. In the event that Lender fails to grant or withhold its approval and consent to such matter within such ten (10) Business Day period (and, in the case of a withholding of consent, stating the grounds therefor in reasonable detail), then, so long as no Event of Default is continuing, Lender’s approval and consent shall be deemed to have been granted. There shall be no administrative or approval fee in connection with this Section 5.25(a), but Borrower shall pay any out-of-pocket costs and expenses incurred by Lender.

  • Existing Management and Franchise Agreements Seller has furnished to Buyer true and complete copies of the Existing Management Agreement and the Existing Franchise Agreement, which constitutes the entire agreement of the parties thereto with respect to the subject matter thereof and which have not been amended or supplemented in any respect. There are no other management agreements, franchise agreements, license agreements or similar agreements for the operation or management of the Hotel or relating to the Brand, to which Seller is a party or which are binding upon the Property, except for the Existing Management Agreement and the Existing Franchise Agreement. The Improvements comply with, and the Hotel is being operated in accordance with, all requirements of such Existing Management Agreement and the Existing Franchise Agreement and all other requirements of the Existing Manager and the Franchisor, including all “brand standard” requirements of the Existing Manager and the Franchisor. The Existing Management Agreement and the Existing Franchise Agreement are in full force and effect, and shall remain in full force and effect until the termination of the Existing Management Agreement and the Existing Franchise Agreement at Closing, as provided in Article V hereof. No default has occurred and is continuing under the Existing Management Agreement or the Existing Franchise Agreement, and no circumstances exist which, with the giving of notice, the lapse of time or both, would constitute such a default.

  • MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT At or prior to the Closing, Seller shall terminate the Existing Management Agreement and the Existing Franchise Agreement, and Seller shall be solely responsible for all claims and liabilities arising thereunder on, prior to or following the Closing Date. As a condition to Closing, Buyer shall enter into the New Management Agreement and the New Franchise Agreement, effective as of the Closing Date, containing terms and conditions acceptable to Buyer (including, without limitation, such terms and conditions as may be required to accommodate Buyer’s and/or Buyer’s Affiliates’ REIT structure). Seller shall be responsible for paying all costs related to the termination of the Existing Management Agreement. Buyer shall be responsible for paying all reasonable and actual costs of the Franchisor related to the assignment or termination, as applicable, of the Existing Franchise Agreement. Seller shall use best efforts to promptly provide all information required by the Franchisor in connection with the New Franchise Agreement, and Seller and Buyer shall diligently pursue obtaining the same. As a condition to Buyer’s and Seller’s obligation to close under this Contract, Buyer and Manager shall agree, on or before the expiration of the Review Period, on the form and substance of the New Management Agreement.

  • Franchise Matters (i) Comply in all material respects with all of its material obligations under the Franchise Agreements to which it is a party; (ii) appear in and defend any action challenging the validity or enforceability of any Franchise Agreement, except for such actions which, individually or in the aggregate, have not had and could not reasonably be expected to result in a Material Adverse Effect; (iii) give prompt notice to the Collateral Agent of (A) any written notice of default given by such Loan Party under any Franchise Agreement with respect to any Franchisee-operated Franchised Locations that generates more than $350,000 in revenues for the Loan Parties in the last Fiscal Year of the Loan Parties, (B) any written notice by a Franchisee with respect to any Franchisee-operated Franchised Locations that generates more than $350,000 in revenues for the Loan Parties in the last Fiscal Year of the Loan Parties that terminates or threatens to terminate such Franchise Agreement or withhold any payments under such Franchise Agreement, together with a copy or statement of any information submitted or referenced in support of such notices and any reply by the Loan Party or its Subsidiary, and (C) any notice or other communication received by it in which any other party to any Franchise Agreement declares a breach or default by a Loan Party or Subsidiary of any material term under such Franchise Agreement; (iv) provide Franchisees and prospective Franchisees with a Franchise Disclosure Document or other disclosure statement of similar import as required by 16 C.F.R. 436, and (v) promptly upon any material amendment, revision or modification (except for any new, modified, terminated or expired Franchise Agreement in the ordinary course of business) to the information on Schedule 6.01(q), deliver an updated Schedule 6.01(q) to the Collateral Agent.

  • Equipment Leases Landlord shall enter into such leases of equipment and personal property as Tenant may reasonably request from time to time, provided that the form and substance thereof shall be reasonably satisfactory to Landlord. Tenant shall prepare and deliver to Landlord all such lease documents for which Landlord's execution is necessary and Landlord shall promptly, upon approval thereof, execute and deliver such documents to Tenant. Tenant shall, throughout the Term, be responsible for performing all of Landlord's obligations under all such documents and agreements.

  • Existing Leases Notwithstanding the provisions of Section 4.1 above, Seller has disclosed to Buyer the existence of the following two leases with third party tenants for space in Building A: (a) a lease to the Orange County Bar Association ("OCBA") for 7425 square feet of space on the first floor of Building A for a term that expires on November 30, 2007, with no option to extend (the "OCBA Lease"), and (b) a lease to Xxxxxxx & Associates for 1420 square feet of space on the 4th floor of Building A for a term that expires on May 31, 2006, with no option to extend (the "AA Lease"). The OCBA Lease and the AA Lease are referred to as the "Existing Leases" and the tenants thereunder are referred to as the "Existing Tenants." Prior to the Due Diligence Expiration Date, Seller shall deliver to Buyer a true and complete copy of each of the Existing Leases. As of the Closing and at Seller’s option, either (i) Seller shall have caused the Existing Leases to be terminated and the Existing Tenants to vacate Building A, or (ii) Seller shall remain as the lessor to the Existing Leases as a direct lease between Seller and the Existing Tenants and as a sublease to the Lease for Building A , or (iii) Buyer shall assume the Seller’s interest in the Existing Leases as a direct lease between Buyer and the Existing Tenants. If clause (ii) above is applicable to an Existing Lease, then such Existing Lease shall be considered as a sublease between Seller and the Existing Tenant, and except as provided below, Seller shall be solely responsible for the Existing Lease as a sublease under the Seller Lease for Building A and Buyer shall have no obligations or liabilities in connection with the Existing

  • Property Management Agreement The Property Management Agreement is in full force and effect and, to Borrower's Knowledge, there are no defaults thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

  • Lease Agreements 11 Section 3.15

  • Existing Agreements The Executive represents to the Company that he is not subject or a party to any employment or consulting agreement, non-competition covenant or other agreement, covenant or understanding which might prohibit him from executing this Agreement or limit his ability to fulfill his responsibilities hereunder.

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