What constitutes an Unauthorized Transfer of a Beehive Homes franchise?

Any Transfer in violation of this Section shall be an Unauthorized Transfer.

• 13.5. Unauthorized Transfer. If Franchisee engages in an Unauthorized Transfer as provided in Section 13.2 or Section 13.6, Franchisee hereby covenants and promises to pay to Franchisor, in addition to all other costs and expenses provided for in this Agreement, an additional transfer fee in an amount equal to ten (10) times [5% times [12 times [the greater of (i) the average published monthly rate per resident of the Home during the 12 months preceding the Unauthorized Transfer, times the number of beds in the Home, or (ii) the average published monthly rate per resident of the home which has been in operation for the preceding 18 month and is in nearest geographic proximity to the Home , times the number of beds in the Home]]]. The parties hereto agree that this additional transfer fee is not a penalty, but the parties' best estimate of the anticipated damage to Franchisor resulting from the Unauthorized Transfer.

[Alternate paragraph to be used for Assignment to Corporation.]

• 1. Without the prior written consent of Bee Hive Homes, Assignor, Assignee, and Shareholders may not, either voluntarily or by operation of law, make or permit:
  • a) any further transfer or assignment of the Franchise or the Franchise Agreement;
  • b) any pledge or encumbrance of the Franchise;
  • c) any assignment, transfer, or pledge of any equity interest in Assignee including, but not limited to, transfers in any entity that is a Shareholder;
    • d) the creation of new or additional equity interests in Assignee; or
  • e) any amendment of the terms of any organizational documents relating to Assignee.

Source: Item 23 — RECEIPTS (FDD pages 34–123)