What is the Anago subfranchisor's obligation if any of the automatic termination events occur?

h (a) above dies during the Term, the interests of that individual in a corporate, partnership or limited liability company Unit Franchisee (or in any owner of the Unit Franchisee) or in this Agreement are required to be transferred within 6 months of the death to an approved transferee in accordance with the terms of this ARTICLE.

ARTICLE 11 - DEFAULT AND TERMINATION

SECTION 11.1 TERMINATION BY YOU.

You do not have the right to terminate the Agreement prior to its expiration without written consent from Us.

SECTION 11.2 TERMINATION BY US - WITHOUT NOTICE.

• (a) Subject to applicable law, this Agreement automatically terminates without notice or opportunity to cure on the date of the occurrence of any of the following Events of Default:
  • (i) if You damage the Anago System through violation of federal, state or local environmental laws;
  • (ii) if You become insolvent or make a general assignment for the benefit of creditors;
  • (iii) You file a petition in bankruptcy or a petition is filed against or consented to by You and the petition is not dismissed within 45 days;
    • (iv) You are adjudicated as bankrupt;
  • (v) a bill in equity or other proceeding for the appointment of a receiver or other custodian for Your business or assets is filed or consented to by You;
  • (vi) a receiver or other custodian (permanent or temporary) of Your business or assets is appointed by any court of competent jurisdiction;
  • (vii) proceedings for a composition with creditors under federal or any state law is begun by or against You;
  • (viii) a final judgment in excess of $5,000 remains unsatisfied or of record for 30 days or longer (unless a supersedes bond is filed);
  • (ix) execution is levied against Your operation or property, or suit to foreclose any lien or mortgage against the Premises or Your assets is begun against You and not dismissed within 45 days; or
  • (x) a substantial portion of Your real or personal property used in the Anago Unit Franchise is sold after levy by any sheriff, marshal or constable.
• (b) You will notify Us within 3 days of the occurrence of any of the events described in Subsection 11.2(a).
• (c) If at any time the Subfranchise Rights Agreement is terminated, this Agreement will also terminate; provided, however, that AFI may in its sole discretion, and upon notice to you, assume Our rights and obligations under this Agreement.

SECTION 11.3 TERMINATION BY US - AFTER NOTICE.

If You are in default We may, at Our option, terminate all rights granted to You under this Agreement, without affording You an opportunity to cure the default, effective immediately upon notice to You, upon the occurrence of any of the following Events of Default:

• (a) If You cease to perform contracted service to the Accounts for more than 3 consecutive days without Our consent;
• (b) If You fail or refuse to comply with any mandatory specification, standard or operating procedure We require in this Agreement, in the Manual or otherwise in writing, on the cleanliness or sanitation of the Anago Unit Franchise;
• (c) If You, or Your officer, director, owner or managerial employee is convicted of a felony, a crime of moral turpitude or any other crime or offense that We reasonably believe is likely to have a material adverse effect on the System, the Proprietary Property, the goodwill associated with the Proprietary Property, or Our interest in any of the Proprietary Property, unless You immediately and legally terminate the individual as an officer, director, owner and employee;
• (d) If You deny Us the right to inspect the Anago Unit Franchise or to audit the Records of the Anago Unit Franchise;
• (e) If You engage in conduct that is harmful to or reflects unfavorably on You or the System in that the conduct exhibits a reckless disregard for the physical or mental well-being of employees, Clients, Our representatives or the public at large, including battery, assault, sexual harassment or discrimination, racial harassment or discrimination, alcohol or drug abuse or other forms of threatening, outrageous or unacceptable behavior as determined in Our sole discretion;

Source: Item 23 — RECEIPTS (FDD pages 62–298)