What is the definition of 'Controlling Affiliate' in the Embassy Suites franchise agreement?

According to the 2025 Embassy Suites Franchise Disclosure Document, the term 'Controlling Affiliate' is not explicitly defined within the provided excerpts. However, the term 'Affiliate' is defined. An 'Affiliate' means any natural person or firm, corporation, partnership, limited liability company, association, trust or other entity which, directly or indirectly, Controls, is Controlled by, or is under common Control with, the subject entity.

While the definition of 'Affiliate' is provided, the specific meaning of 'Controlling Affiliate' is not detailed in the excerpts. The FDD does mention 'Controlling Affiliate' in the context of transferring equity interest. Specifically, if a franchisee or a 'Controlling Affiliate' wants to transfer any equity interest, they must provide written notice to Embassy Suites concurrently with beginning their marketing efforts, except in the case of a Transfer governed by Subsection 12.2.1 of the Franchise Agreement.

To fully understand the obligations and restrictions associated with a 'Controlling Affiliate,' a prospective Embassy Suites franchisee should seek clarification from the franchisor regarding the precise definition and implications of this term. Understanding who qualifies as a 'Controlling Affiliate' and their responsibilities is crucial for compliance with the franchise agreement, especially concerning transfers of ownership and adherence to brand standards.