Transfer by Developer. Developer understands and acknowledges that --------------------- the rights and duties set forth in this Agreement are personal 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 the Developer or in this Development Agreement, shall sell, assign, transfer, convey, donate, pledge, mortgage, or otherwise encumber 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 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 5.03. of this Agreement. Notwithstanding anything in this Agreement to the contrary, Developer understands and acknowledges that individual development rights to obtain franchises to establish and operate Franchised Units may not be transferred except in connection with a transfer of this Development Agreement, together with all remaining development options due to be developed under this Agreement, in accordance with the conditions set forth herein.
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.
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.
Transfer by Developer. 15 8.3 Right of First Refusal....................................18 8.4 NON-WAIVER OF CLAIMS......................................20
Transfer by Developer. (a) Any purported assignment or transfer not in full compliance with this SECTION 8.2 shall be null and void and shall constitute a material breach of this Agreement, for which Xxxxxxx may immediately terminate without opportunity to cure pursuant to ARTICLE 7 of this Agreement. THE GOVERNING DOCUMENTS OF THE DEVELOPER ENTITY AND THE PARENT, IF APPLICABLE, MUST STATE THAT THE ENTITY'S SOLE BUSINESS ACTIVITY WILL BE THE DEVELOPMENT AND OPERATION OF ON THE BORDER RESTAURANTS OR OTHER XXXXXXX FRANCHISED RESTAURANTS. IN ADDITION, THE GOVERNING DOCUMENTS MUST MANDATE THE DESIGNATION OF A MANAGING OWNER AND DESCRIBE THE MANAGING OWNER'S AUTHORITY, AS DEFINED IN THE GUIDELINES FOR APPROVAL OF DEVELOPER OWNERSHIP DISTRIBUTION PLANS, TO BIND THE DEVELOPER ENTITY AND TO DIRECT ANY ACTIONS NECESSARY TO ENSURE COMPLIANCE WITH THE DEVELOPMENT AGREEMENT, ANY FRANCHISE AGREEMENT OR ANCILLARY AGREEMENT (AS DEFINED IN THE GUIDELINES). NO AMENDMENTS INCONSISTENT WITH THE GUIDELINES FOR APPROVAL OF DEVELOPER OWNERSHIP DISTRIBUTION PLANS MAY BE MADE TO THE ARTICLES OF INCORPORATION, BY-LAWS, PARTNERSHIP AGREEMENT, OR OTHER GOVERNING DOCUMENTS OF THE DEVELOPER ENTITY OR THE PARENT, IF APPLICABLE. EACH SUCH ENTITY MUST NOTIFY XXXXXXX, AND AT XXXXXXX'X REQUEST PROVIDE COPIES, OF ANY AMENDMENTS TO ITS GOVERNING DOCUMENTS.
Transfer by Developer. Except with the prior written consent of an authorized officer of Xxxxxxx, such consent not to be unreasonably withheld but may be withheld if Xxxxxxx 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. Developer understands and acknowledges that the rights and duties set forth in this Agreement are unique to DEVELOPER, and are granted in
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.
Transfer by Developer. Developer understands, acknowledges and agrees (and hereby represents and warrants to Franchisor that its Owners understand and agree) that the rights and duties created by this Agreement are personal to Developer and its Owners and that a material cause for Franchisor's willingness to enter into this Agreement is its reliance upon the individual or collective character, skill, aptitude, business ability and financial capacity of Developer, its Owners and Persons that directly or indirectly have a Controlling Interest in Developer. Therefore, Developer agrees that:
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.
