What happens if a Southern Steer Multi-Unit Developer breaches the Multi-Unit Development Agreement?

usinesses, perform its obligations under this Agreement or could have a material adverse effect on the Marks, goodwill, reputation or System;

• (g) the Multi-Unit Developer, its Owners, Operating Principal, Guarantors or any Controlled Entity materially violates any federal, state or municipal law, rule, code or regulation applicable to the operations of the Multi-Unit Developer's or Controlled Entity's Southern Steer Businesses, including a violation of any health department rules or regulations relating to any food safety standards that would in any way endanger the health or well-being of any of the customers or guests of the Multi-Unit Developer's or Controlled Entity's Southern Steer Businesses;

• (h) the Multi-Unit Developer, its Owners, Operating Principal, Guarantors or a Controlled Entity breaches any provision, term or condition of this Agreement or any Franchise Agreement or other agreement between Multi-Unit Developer or Controlled Entity and Franchisor or its Affiliates and fails to cure such default within the period prescribed in such Franchise Agreement or other agreement;

• (i) any check or EFT issued by the Multi-Unit Developer or Controlled Entity is dishonored because of insufficient funds (except where the check is dishonored because of bank error or an error in bookkeeping or accounting) or closed accounts more than three times during the Term of this Agreement;

• (j) the Multi-Unit Developer, its Owners, Operating Principal, Guarantors or any Controlled Entity are involved in any act or conduct which materially impairs the goodwill associated with "Southern Steer Butcher," any other of the Marks or with the System and the Multi-Unit Developer, its Owners, Operating Principal, Guarantors or any Controlled Entity fails to correct the breach within 24 hours after receipt of written notice of the breach from the Franchisor;

• (k) the Multi-Unit Developer or any Controlled Entity engages in any unauthorized business or practice or sells any unauthorized product or service under the Franchisor's Marks or under a name or mark which is confusingly similar to the Franchisor's Marks;

• (l) any Franchise Agreement between the Multi-Unit Developer (or a Controlled Entity) and the Franchisor is terminated by either party for any reason;

• (m) the Multi-Unit Developer, its Owners, Operating Principal, Guarantors, Controlled Entity or any individual breaches the non-compete and confidentiality covenants set out in the Franchise Agreement or the Non-Competition and Non-Disclosure Agreement;

• (n) the Multi-Unit Developer has previously received notices of three or more defaults (whether different defaults noticed together or three separate instances of the same default) pursuant to Section 8.2 in a Development Period and is again in default of this Agreement within the Development Period, regardless of whether the previous defaults were cured by the Franchisee; or

• (o) the Multi-Unit Developer transfers or otherwise assigns this Agreement or the rights to develop a Southern Steer Business hereunder, or an interest in the Multi-Unit Developer Entity, without complying with the provisions of Section7.2.

• Termination by Franchisor- Thirty Days-Notice. The Franchisor shall have the right to terminate this Agreement (subject to any state laws to the contrary, where state law shall prevail), effective upon 30 days written notice to the Franchisee ("Breach Notice"), if the Franchisee breaches any provision of this Agreement other than those provisions listed in Section 8.1 above and fails to cure the default during such 30 day period. In that event, effective upon expiration of the 30 day period, this Agreement will terminate without further notice to the Franchisee. Defaults shall include, but not be limited to, the following:

  • (a) the Multi-Unit Developer or Controlled Entity fails to maintain the then current operating procedures and adhere to the specifications and standards established by the Franchisor as set forth herein or in the Brand Manual, defined and described in the Franchise Agreement, or as otherwise communicated to the Franchisee;
  • (b) the Multi-Unit Developer fails, refuses or neglects to obtain the Franchisor's prior written approval or consent as required by this Agreement; or

• (c) the Multi-Unit Developer commits any other act that constitutes good cause under applicable law or court decisions.

• Failure to Comply with Development Schedule. Termination of this Agreement as a result of the Multi-Unit Developer's failure to meet the Development Schedule will not affect the individual Franchise Agreements for the Southern Steer Businesses opened and operating in the Development Territory pursuant to this Agreement which were signed by the parties prior to termination of this Agreement; however, upon termination of this Agreement, all rights to open and operate additional Southern Steer Businesses in the Development Territory and all other rights granted to the Multi-Unit Developer under this Agreement will immediately revert to the Franchisor, without affecting those obligations of the Multi-Unit Developer that continue beyond the termination of this Agreement.

• Obligations Upon Termination or Expiration. If this Agreement is terminated by the Franchisor in accordance with this Section 8, the rights and duties of the Franchisor and the Multi-Unit Developer will be as follows:

  • (a) the Multi-Unit Developer will have no rights to open additional Southern Steer Businesses within the Development Territory;
  • (b) the Multi-Unit Developer and Controlled Entity (if any) will continue to pay all required Fees and to operate its Southern Steer Business opened in the Development Territory pursuant to the terms of the applicable Franchise Agreements signed by the Multi-Unit Developer or Controlled Entity (if any) prior to the date of the termination of this Agreement, and will in all other respects continue to comply with such Franchise Agreements;
  • (c) the Franchisor will have the absolute right to develop Southern Steer Businesses in the Development Territory or to contract with other persons for the development of additional Southern Steer Businesses in the Development Territory;
  • (d) the Multi-Unit Developer will have no right to obtain a refund of any monies it paid to the Franchisor pursuant to this Agreement or the Franchise Agreements;
  • (e) the indemnities and covenants contained in this Agreement will continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement; and
  • (f) the Multi-Unit Developer and the Franchisor will not have any rights or obligations with respect to the future Franchise Agreements required to be signed pursuant to the Development Schedule, but which were not executed prior to the termination of this Agreement by the Franchisor.

• Notice of Termination. If this Agreement is terminated by the Franchisor pursuant to this Sections 8.1 or 8.2, then the Franchisor will give the Multi-Unit Developer written notice that this Agreement is terminated and, in that event, the effective date of termination of this Agreement will be the day the written notice of termination is delivered to the Multi-Unit Developer in accordance with the notice provision set out in Section 16.

• Other Remedies. Nothing in this Section 8 will preclude the Franchisor from seeking other remedies or damages under any state or federal law, common law, or under this Agreement against the Multi-Unit Developer, its Owners, Operating Principal, Guarantors or any Controlled Entity including, but not limited to, attorneys' fees, and injunctive relief. If this Agreement is terminated by the Franchisor pursuant to this Section 8, or if the Multi-Unit Developer breaches or violates this Agreement by a wrongful termination of this Agreement, then the Franchisor will be entitled to seek recovery of all the damages that the Franchisor has sustained and will sustain in the future as a result of the Multi-Unit Developer's breach of this Agreement. The foregoing will not limit the Franchisor's rights under any Franchise Agreements between the Franchisor and the Multi-Unit Developer or any Controlled Entity.

Franchisor's Right to Acquire Existing Southern Steer Businesses. In addition to all of the other rights granted to Franchisor in this Section 8 upon termination of this Agreement, Franchisor has the right to acquire from Multi-Unit Developer or any Controlled Entity, any Southern Steer Businesses currently open and operating in the Development Territory. The acquisition shall be made in accordance with the terms of the individual Franchise Agreement for each Southern Steer Business and the purchase price shall be calculated in accordance with the terms and procedures set forth in such Franchise Agreement.

9. OPTION OF THE FRANCHISOR TO PURCHASE

• Notice. The Multi-Unit Developer will not Transfer or otherwise dispose of any interest in or any part of (a) the Multi-Unit Developer 's interest in this Agreement, including the right of the Multi-Unit Developer to develop Southern Steer Businesses in the Development Territory except as provided for in Section 7.2. The Multi-Unit Developer will not Transfer or otherwise dispose of any interest in or any part of any Ownership Interest in the Multi-Unit Developer ("Major Assets") to any purchaser without first offering the same to the Franchisor in a written offer that contains the purchase price, payment terms, and all other material terms and conditions of the proposed transaction with the third party, including price and payment terms ("Multi-Unit Developer's Offer"). The Franchisor will have 30 days after receipt of the Multi-Unit Developer's Offer to give the Multi-Unit Developer written notice of the Franchisor's desire to either waive its option to purchase ("Waiver Notice") or its intention to exercise its rights to purchase or acquire the Major Assets according to the terms contained in the Multi-Unit Developer's Offer ("Notice of Intent to Purchase").

Source: Item 5 — and 7 of the FDD, Section 3.1 of the Franchise Agreement and Section 4.1 of the Multi-Unit Development Agreement are hereby amended to state that payment of the initial franchise fee and development fee will be deferred until We have satisfied Our pre-opening obligations, and You have commenced business operations. (FDD pages 168–290)