What approval must the company give regarding the transfer of a B Bops franchise?

of such transfer.

• C. Other Transfers. Company will not unreasonably withhold its consent to any transfer not falling within the scope of Sections 19(A) or 19(B) above, provided that Company may in its discretion require that one or more of the following conditions be satisfied prior to, or concurrently with, the effective date of such transfer:
  • (1) The transferee shall be of good moral character and reputation, have the financial capacity to own and operate the Franchise, have business and professional qualifications reasonably acceptance to Company and otherwise meet Company's then current standards for franchisees. Franchisee shall provide Company with such information as Company may reasonably require to make such a determination regarding the proposed transferee.
  • (2) The transferee or such individual as will be responsible for management of the Franchise shall have successfully completed the training course then in effect for new franchisees (for which Company shall be entitled to impose a reasonable charge);
  • (3) The transferee, including such partners or shareholders thereof as Company may direct, shall jointly and severally execute one of the following (as Company may direct):

• (a) a written assignment and assumption agreement, in a form satisfactory to Company, whereby the transferee assumes all of Franchisee's obligations under this Agreement; or
• (b) the standard form of franchise agreement then being used by Company to grant new franchises; provided, however, that the term of such agreement shall be for the unexpired portion of the Term of this Agreement and that no greater payments than those required by Sections 9(B) and 9(C) of this Agreement shall be required.
  • (4) Franchisee (and such partners, shareholders or members thereof as Company may direct), or the individual partner, shareholder or members thereof proposing to make such transfer, shall execute a general release of all claims against Company and its affiliates and their respective directors, officers, agents and employees;
  • (5) Franchisee (and such partners, shareholders or members thereof as Company may direct), or the individual partner, shareholder or member proposing to make the transfer, shall execute a nondisclosure and noncompetition agreement in favor of Company containing the restrictions set forth in Sections 16 and 17 of this Agreement;
  • (6) Franchisee shall be in full compliance with the terms of this Agreement, shall have fully paid and satisfied all of Franchisee's obligations owing to Company under this Agreement and any other agreement relating to the Franchise, and shall have fully paid a transfer fee of Three Thousand Dollars ($3,000) to Company for supervisory, administrative, accounting, legal and other expenses incurred by Company in connection with such transfer;
  • (7) If transferee is a partnership, corporation or limited liability company, such entity shall have complied with each of the requirements specified in Section 20 hereof pertaining to ownership of the Franchise by an entity;
  • (8) Franchisee, or the partner, shareholder or member proposing to make such transfer, shall have complied with the right of first refusal provisions set forth in Section 19(D) hereof.
  • (9) Company shall have approved the material terms of the transfer and determined that the price and terms of payment are not so burdensome as to have a material adverse affect on the future operation of the Franchise by the transferee.
  • (10) Franchisee shall have entered into an agreement with Company agreeing that all obligations of the transferee to Franchisee shall be subordinate to the obligations of transferee to make payments to Company as required under the terms of this Agreement.

Upon compliance with the foregoing conditions and Company's approval of the transfer, Franchisee or any partner, shareholder or member participating in such transfer shall thereupon be relieved of future obligations arising under the terms of this Agreement, except that approval of such transfer shall not constitute a waiver or release of any claims Company may have against Franchisee or any partner, shareholder or member participating in such transfer resulting from events prior to the effective date of such transfer.

• D. Right of First Refusal. If Franchisee, or any partner, shareholder or member thereof, shall at any time determine to sell, convey or otherwise transfer the Franchise or any partner's, shareholder's or member's ownership interest in Franchisee which would be subject to the provisions of Section 19(C) hereof, Franchisee or such partner, shareholder or member shall obtain a bona fide, executed written offer from the proposed purchaser and shall submit an exact copy of such offer to Company. Company (or any affiliate of Company designated by Company) shall have the right and option, exercisable by written notice to Franchisee or such partner, shareholder or member thereof within thirty (30) days of the date of receipt by Company of a copy of such offer, to purchase the Franchise or such partner's, shareholder's or member's ownership interest in Franchisee for the price and on the same terms and conditions contained in such offer.

Source: Item 22 — CONTRACTS (FDD page 53)