What outstanding payments must be settled before an Apricot Lane franchise can be transferred?

ce, insolvency, corporate or partnership dissolution proceeding or otherwise by operation of law; or transfer of an interest in this Agreement, the franchise, FRANCHISEE, or the Franchised Business in the event of the death of FRANCHISEE or an owner, by will, declaration of or transfer in trust, or under the laws of intestate succession.

C. Conditions for Approval of Transfer

If FRANCHISEE and its owners are in full compliance with this Agreement, FRANCHISOR will not unreasonably withhold its approval of a transfer that meets the requirements of this Section 20.C. In all cases FRANCHISEE must provide FRANCHISOR with at least forty-five (45) days prior written notice of the proposed transfer. The proposed transferee and its owners must be individuals of good moral character (in FRANCHISOR's judgment) and otherwise meet FRANCHISOR's then-applicable standards for Specialty Store franchisees. All the transferees must agree in writing to be bound by this Agreement and guarantee. Additionally, if the transfer is of this Agreement or the entire Franchised Business or a substantial part of the assets used therein, or is a transfer of a controlling interest in the Franchised Business or the FRANCHISEE (a controlling interest being the largest ownership interest even if not a majority interest), or is one of a series of transfers which in the aggregate constitute or will effect such a transfer or a change in the controlling interest, all of the following conditions must be met prior to, or concurrently with, the effective date of the transfer:

• 1. FRANCHISOR must have declined its right of first refusal under Section 20.F below;
• 1. The transferee must have sufficient business experience, aptitude and financial resources to operate the Franchised Business in the judgment of FRANCHISOR;
• 1. FRANCHISEE must pay all amounts owed to FRANCHISOR or to any of its affiliates, which are then owed and unpaid;
• 1. The transferee and its proposed managers must complete FRANCHISOR's training program to FRANCHISOR's satisfaction;
• 1. The transferee must, at FRANCHISOR's election, either assume this Agreement in writing or execute FRANCHISOR's then-current standard franchise agreement (which may provide for higher fees, expenditures, duration, and different rights and obligations than are provided in this Agreement), provided, however, that the term thereof shall not be greater than the remaining term of this Agreement;
• 1. FRANCHISEE or the transferee must pay FRANCHISOR a transfer fee of Thirty Thousand Dollars ($30,000);
• 1. FRANCHISEE and its owners must execute a general release, in form satisfactory to FRANCHISOR, of any and all claims, whether known or unknown, against FRANCHISOR, any affiliates of FRANCHISOR and their respective shareholders, officers, directors, employees, agents, successors and assigns;
• 1. FRANCHISOR must approve the material terms and conditions of the transfer, including, without limitation, that the price and terms of payment are not so burdensome as to affect adversely the operation of the Franchised Business by the transferee, which approval shall not be unreasonably withheld;

• 1. If any part of the sale price of the transferred interest is financed, the transferor must agree that all obligations of the transferee under or pursuant to any promissory note, agreements or security interests reserved by the transferor in the assets of the Franchised Business or the Premises shall be subordinate to the obligations of the transferee to pay fees, and other amounts due to FRANCHISOR and its affiliates; and

Source: Item 23 — RECEIPTS (FDD pages 51–222)