In the context of a transfer, what must a B Bops Developer, partner, shareholder, or member comply with?

of such transfer.

• C. Other Transfers. Company will not unreasonably withhold its consent to any transfer not falling within the scope of Sections 13(A) or 13(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 develop the Units in accordance with the Development Schedule, have business qualifications reasonably acceptance to Company and otherwise meet Company's then current standards for developers. Developer shall provide Company with such information as Company may reasonably require to make such a determination concerning each proposed transferee;
  • (2) The transferee shall enter into a written assignment in a form satisfactory to Company, assuming and agreeing to be bound by and discharge all of Developer's obligations imposed by this Agreement, and, if the obligations of Developer were guaranteed by the transferor, the transferee shall execute a guaranty in form and substance acceptable to Company;
  • (3) Developer (and such partners, shareholders or members thereof as Company may direct), or the individual partner, shareholder or member 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;
  • (4) Developer (and such partners, shareholders or members thereof as Company may direct), or the individual partner, shareholder or member thereof proposing to make the transfer, shall execute a nondisclosure and noncompetition agreement in favor of Company containing the restrictions set forth in Sections 10 and 12 of this Agreement;
  • (5) Developer shall have fully paid and satisfied all of Developer's obligations owing to Company under this Agreement and any Unit Franchise

Agreement between the parties, 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;

• (6) If transferee is a partnership, corporation or limited liability company, such entity shall comply with each of the requirements specified in Section 14 hereof pertaining to ownership of the development rights by an entity;
• (7) If any Unit Franchise Agreements executed pursuant to this Agreement are to be transferred by Developer, the transferee and Developer shall comply with all terms thereof relating to such transfer; and
• (8) Developer, 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 13(D) hereof.

Upon compliance with the foregoing conditions and Company's approval of the transfer, Developer 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 of any claims Company may have against Developer or any partner, shareholder or member participating in such transfer resulting from events prior to the effective date

Source: Item 23 — RECEIPTS (FDD pages 53–145)