time, or may offer to amend the term of this Agreement on substantially the terms and conditions set
forth in this Agreement on a month- to-month basis for as long as Global deems necessary or
appropriate so that Global may subsequently offer and utilize a then-current form of Master License
Agreement.
8.4.5 Master Licensee will remain subject to all obligations stated in this Agreement
that expressly, or by implication due to their nature, survive the transfer, termination or expiration of
this Agreement, including, without limitation, the provisions prohibiting competition, non-solicitation,
non-interference and non-disclosure of Confidential Information.
8.4.6 Master Licensee and the Master Buyer shall execute a General Release of all
known and unknown liabilities, demands, costs, expenses, damages, claims and actions that they have,
may have or believe to have against Global and its Affiliates and their officers, directors, agents,
shareholders and employees as of the date of the general release, in a form acceptable to Global.
8.4.7 Master Licensee shall pay Global that sum shown in Schedule F as a transfer fee
to compensate Global for its administrative and other costs to process the Assignment. In addition,
Master Licensee or Assignee shall pay the then current training fee to train the new Master owners and
employees, as applicable.
8.4.8 Master Licensee must simultaneously transfer its rights in all contracts for which
continuation is necessary for operation of the Master Franchise System and those Owned by Master to
the Master Buyer and satisfy any separate conditions to obtain any third party consents. The Master
Buyer must execute all other documents and agreements required by Global to consummate the
Assignment. If the Master Buyer is a business Entity, each person who at the time of the Assignment, or
later, owns or acquires, either legally or beneficially any equity or voting interests of the Master Buyer
must execute a Guarantee in a form acceptable to Global.
8.4.9 Master Licensee’s right to receive the sales proceeds from the Master Buyer in
consideration of the Assignment shall be subordinate to the obligations of Master Licensee owed to
Global and its Affiliates under, or pursuant to, this Agreement or any other agreement. All contracts by
and between Master Licensee and the Master Buyer shall expressly include a subordination provision
permitting payment of the purchase price to Master Licensee only after any outstanding obligations
owed to Global and its Affiliates are fully satisfied.
8.4.10 The Master Buyer, or the designated General Manager who is acceptable to
Global, must complete, to Global’s sole satisfaction the initial training program prior to the effective
date of the Assignment.
8.4.11 The Master Buyer must conform the Franchised Businesses it owns or acquires
with Global’s then-current appearance and design standards and equipment specifications applicable to
new Franchised Businesses.
8.5 Death or Incapacity. In the event of the death or incapacity of a General Manager or
Principal Owner of Master Licensee, the spouse, heirs or personal representative of the deceased or
incapacitated person, or the remaining shareholders, members, partners or owners (the “Successor”)