Buffalo Wild Wings 2005 Annual Report Download - page 105

For purposes of this subparagraph, a video
entertainment oriented, casual or fast
casual restaurant or bar is one with more
than two screens, or any screen larger than
21 inches, available for the viewing of
different events.
4. You agree that the length of time in subpart (3) will
be tolled for any period during which you are in breach
of the covenants or any other period during which we
seek to enforce this Agreement. The parties agree that
each of the foregoing covenants will be construed as
independent of any other covenant or provision of this
Agreement.
TRANSFER OF FRANCHISE
11. You agree that the following provisions govern any transfer or
proposed transfer:
A. Transfers. We have entered into this Agreement with specific
reliance upon your financial qualifications, experience, skills and
managerial qualifications as being essential to the satisfactory
operation of the Restaurant. Consequently, neither your interest in
this Agreement nor in the Restaurant may be transferred or assigned
to or assumed by any other person or entity (the "assignee"), in
whole or in part, unless you have first tendered to us the right of
first refusal to acquire this Agreement in accordance with
subparagraph 11.F, and, if we do not exercise such right, unless our
prior written consent is obtained, the transfer fee provided for in
subparagraph 11.C is paid, and the transfer conditions described in
subparagraph 11.D are satisfied. Any sale (including installment
sale), lease, pledge, management agreement, contract for deed,
option agreement, assignment, bequest, gift or otherwise, or any
arrangement pursuant to which you turn over all or part of the daily
operation of the business to a person or entity who shares in the
losses or profits of the business in a manner other than as an
employee will be considered a transfer for purposes of this
Agreement. Specifically, but without limiting the generality of the
foregoing, the following events constitute a transfer and you must
comply with the right of first refusal, consent, transfer fee, and
other transfer conditions in this Paragraph 11:
1. Any change or any series of changes in the percentage
of the franchisee entity owned, directly or indirectly,
by any Principal Owner which results in any addition or
deletion of any person or entity who qualifies as a
Principal Owner;
2. Any change in the general partner of a franchisee
that is a general, limited or other partnership entity;
or
3. For purposes of this subparagraph 11.A, a pledge or
seizure of any ownership interests in you or in any
Principal Owner that affects the ownership of 25% or
more of you or any Principal Owner, which we have not
approved in advance in writing.
In the event of your insolvency or the filing of any petition by or
against you under any provisions of any bankruptcy or insolvency
law, if your legal representative, successor, receiver or trustee
desires to succeed to your interest in this Agreement or the
business conducted hereunder, such person first must notify us,
tender the right of first refusal provided for in subparagraph 11.F,
and if we do not exercise such right, must apply for and obtain our
consent to the transfer, pay the transfer fee provided for in
subparagraph 11.C, and satisfy the transfer conditions described in
subparagraph 11.D. In addition, you or the assignee must pay the
attorneys' fees and costs that we incur in any bankruptcy or
insolvency proceeding pertaining to you.
You may not place in, on or upon the location of the Restaurant, or
in any communication media or any form of advertising, any
information relating to the sale of the Restaurant or the rights
under this Agreement, without our prior written consent.
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