What constitutes an 'Unauthorized Transfer' that could lead to termination of the Crowne Plaza license?

According to the 2025 Crowne Plaza FDD, an 'Unauthorized Transfer' occurs when a change of ownership application is either not submitted to IHG (InterContinental Hotels Group) or is not approved by IHG, yet the conveyance of the Hotel, Hotel site, or any Equity Interest in the Hotel or Equity Interest in Licensee to the proposed new owner still takes place. This is explicitly defined as a material breach of the license agreement.

For a prospective Crowne Plaza franchisee, this means that any transfer of ownership—whether of the physical property, the hotel site, or equity interests—requires prior application to and approval from IHG. IHG's approval process involves assessing various factors, including fees, required upgrades to the hotel, the financial capacity and guaranty requirements of the new owner, curing any outstanding defaults, the operational abilities and capabilities of the new owner, prior business dealings, and market feasibility. IHG also considers other factors it deems relevant.

If a franchisee proceeds with a transfer without obtaining IHG's approval, Crowne Plaza has the right to terminate the license agreement. Furthermore, IHG is entitled to exercise all of its remedies under the license and applicable law. This includes the right to terminate the license agreement as per paragraph 11.C of the agreement, indicating the seriousness of adhering to the approved transfer process.

In the event that IHG approves a change of ownership, the new owner is required to enter into a new license agreement with IHG. This new agreement will be based on IHG's current terms, with the duration being at least the remaining term of the original license but potentially longer if agreed upon by IHG. Additionally, IHG may stipulate specific upgrades to the hotel and other requirements as part of the approval for the change in ownership.