Can Amorino assign the Area Development Agreement?

oper shall be responsible for the travel and loading costs of such managers to attend such training at Company's headquarters or designated Store.

VII. ASSIGNABILITY AND SUBFRANCHISING

7.1 Assignability by Company

Company shall have the right to assign this Agreement, or any of its rights and privileges hereunder to any other person, firm or corporation without Area Developer's prior consent; provided that, in respect to any assignment resulting in the subsequent performance by the assignee of the functions of Company, the assignee shall expressly assume and agree to perform such obligations.

7.2 No Subfranchising by Area Developer

Area Developer shall not offer, sell, or negotiate the sale of Amorino franchises to any third party, either in Area Developer's own name or in the name and on behalf of Company, or otherwise subfranchise, share, divide or partition this Agreement, and nothing in this Agreement will be construed as granting Area Developer the right to do so.

7.3 Assignment by Area Developer

(a) This Agreement has been entered into by Company in reliance upon and in consideration of the singular personal skill, qualifications and trust and confidence reposed in Area Developer or, in the case of a corporate or partnership franchisee, the principal officers or partners thereof who will actively and substantially participate in the ownership and operation of the Franchised Business. Therefore, neither Area Developer's interest in this Agreement nor any of its rights or privileges shall be assigned or transferred, voluntarily or involuntarily, in whole or in part, by operation of law or otherwise, in any

manner, without the prior written consent of Company, which may be withheld for any reason or for no reason. Any attempted assignment or transfer without Company's consent shall be considered null and void.

• (b) Should Company not elect to exercise its said right of first refusal, or should such right of first refusal be inapplicable, as herein provided, Area Developer shall not have the right to submit a request for consent, and Company shall not be obligated to even entertain or consider such a request, unless Area Developer demonstrates that:
  • (i)that the assignee (or the principal officers, shareholders, directors or general partners of the assignee in the case of a corporate or partnership assignee) demonstrate that they have the skills, qualifications and economic resources necessary, in Company's judgment, reasonably exercised, to own and operate the Stores contemplated by this Agreement, and by all other agreements between the Company and such assignee, and all agreements proposed to be assigned to such assignee;
  • (ii)that the assignee expressly assumes in writing for the benefit of Company all rights and obligations of Area Developer under this Agreement and all franchise agreements executed pursuant hereto;
• (iii)that the assignee shall have completed the Company's training program to Company's satisfaction, exercised in good faith;
• (iv)that as of the date of any such assignment, the assignor shall have fully complied with all of its obligations to Company, whether under this Agreement or any other agreement, arrangement or understanding with Company;
• (v)that assignee, if then a Franchisee of Company, is not then in default of any of his obligations to Company;
• (vi)that Area Developer provides a general release to Company, its owners, officers, directors, and affiliates;
• (vii)that the assignee shall pay to Company a transfer fee equal to $5,000 which is reasonably required to cover Company's expenses relating to said assignment, and a training fee of $5,000; provided however that Company shall waive such training fee if the assignment is to an existing franchisee.
• (c) If Area Developer is a corporation, or a limited or general partnership, each of the following shall be deemed to be an assignment of this Agreement within the meaning of this Section, the death or legal incapacity of any shareholder owning twenty percent (20%) or more of the capital stock or voting power of Area Developer; (ii) if Area Developer is a general or limited partnership, the withdrawal, death or legal incapacity of a general partner, or a limited partner owning twenty percent (20%) or more of the voting power, property, profits or losses, of the partnership, or the admission of any additional general partner or transfer by any general partner of its interest in the property, management or profits and/or losses of the partnership;

Source: Item 22 — CONTRACTS (FDD pages 80–81)