Can Afuri Ramen Dumpling unreasonably withhold consent for a franchise transfer?

7 TRANSFER

7.1 Transfer by You.

• 7.1.1 Your rights and obligations under this Agreement are exclusive to you.

Whether voluntarily or involuntarily, neither you, your owners, partners nor others claiming an interest in the Franchise will sell, transfer, assign, encumber, give, lease, or sublease, or allow any other person to conduct business in or through (collectively called "transfer") the whole or any part of: this Agreement, the Franchise Premises, substantial assets of the Franchise business, or ownership or control of you or to fractionalize any of the rights granted to you pursuant to this Agreement.

Any attempted transfer without our prior written consent will be a breach of this Agreement.

Our consent will not be unreasonably withheld.

We need not consent to any transfer before the date the Franchise opens for business.

• 7.1.2 Because we will have a strong and vested interest in the financial viability and ongoing management abilities of the transferee, we need not consent to any transfer if we reasonably believe the purchase price is excessive or if we believe based upon a review of the transferee's operational and business plans that the transferee's business operations might not be beneficial on a cash flow or financial basis.

• 7.1.3 We need not consent to any transfer to a competitor of ours.

• 7.1.4 We enter this Agreement, in part, in reliance upon the individual or collective character, skill, attitude, business ability and financial capacity of you (or your shareholders, members or partners, if you are a corporation, limited liability company, partnership or other entity).

Source: Item 23 — Receipts (FDD pages 50–189)