Agmt09 Fresh & Natural - Laserfiche WebLink

Browse Search

ATTACHMENT 1 14. ASSIGNMENT 14.1 Licensor's Consent Reauired. Licensee may not assign its rights under the License, nor any interest therein, and shall not encumber the Premises or any part thereof, nor any right or privilege appurtenant thereto, nor allow or permit any other person(s) to occupy or use the Premises, or any portion thereof, without Licensor's prior written approval, which shall be in the sole discretion of Licensor. Consent by Licensor to one assignment, occupation or use by another person shall not be deemed to be consent to any subsequent assignment, occupation or use by another person. It is agreed that Licensor will not be acting unreasonably in refusing to consent to an assignment or sublicense if, in Licensor's opinion, the quality of the merchandising operation of the proposed assignee or sublicensee is not equal to or better than that of the Licensee, or if the net worth of such assignee or sublicensee is less than that of Licensee. No assignment or encumbrance by Licensee shall relicense it from or in any way alter any of Licensee's obligations under this License. Licensee shall not have the Premises delivered to a subsidiary company of Licensee, and such arrangement shall in no way alter Licensee's responsibilities hereunder with respect to the Premises. Any assignment, encumbrances, occupation or use contrary to the provisions of this License shall be void and shall constitute breach of this License. Any assignee, sublicensee or other recipient of Licensee' interest in this Agreement is hereby notified that such transfer is of no force or effect without Licensor's prior written consent. 14.2 Transfer of Ownership. The dissolution, merger, consolidation, or other reorganization of the corporation, association, partnership or limited liability company or the sale or other transfer of fifty one percent (51 %) or more of the assets of the business entity shall be deemed an assignment within the meaning and provisions of this Paragraph. If the Licensee shall assign fifty one percent (51 %>) or more of the ownership, Licensee shall provide written notice sixty (60) days before the assignment. The Licensor shall have the right to renegotiate the Agreement, including the terms, fees, or any and all portions of the Agreement, and Licensor shall have the right to condition approval of the transfer of ownership on Licensee's acceptance of the new terms and conditions. 15. LIENS AND INSOLVENCY 15.1 Licensee shall keep the Premise free from any liens arising out of any work performed for, materials furnished to, or obligations incurred by Licensee and shall indemnify, defend, and hold Licensor harmless from the same. If Licensee or Licensee's Guarantor shall be declared insolvent or bankrupt or if any assignment of Licensee's property shall be made for the benefit of the creditors or otherwise, or if Licensee's improvement interest herein shall be levied upon under execution, or seized by virtue of any writ of any court of law, or a trustee in bankruptcy, or if a receiver be appointed for the property of Licensee, whether under operation of the State or the Federal statutes, then Licensor may terminate this Agreement and immediately take possession of said Premises upon written notice. Such taking of possession shall not terminate the continuing obligations of Licensee, including payment of license fee and any other applicable charges. Atty/Agr/2009.049 071108 9