What documentation must the executor, administrator, or personal representative provide to Benihana to evidence their authority to dispose of the deceased's interest in the Benihana franchise during the Transfer Period?

According to Benihana's 2024 Franchise Disclosure Document, if a Benihana franchisee dies or becomes mentally incapacitated, their executor, administrator, or personal representative is required to transfer the franchisee's interest to a Benihana-approved third party within six months, defined as the "Transfer Period." If the heirs or beneficiaries cannot meet the transfer conditions, the personal representative has an additional six months, known as the "Extension Period," to dispose of the franchise interest.

During both the Transfer Period and any Extension Period, the executor, administrator, or personal representative must provide Benihana with documentation that Benihana finds reasonably satisfactory. This documentation must evidence the person's authority to receive an assignment or dispose of the deceased's interest in the Benihana franchise. Additionally, the Benihana restaurant must remain open and operating according to the franchise agreement terms, and a Benihana-approved general manager who has completed the required training must be designated to operate the restaurant.

Benihana does not assume any liability regarding the legal authority of the deceased's executor, administrator, heir, beneficiary, or personal representative to handle the franchise interest. If these conditions are not met or the franchise interest is not transferred within the Transfer Period or Extension Period, Benihana has the right to immediately terminate the franchise agreement. This provision ensures that Benihana maintains control over who operates its franchises, even in the event of a franchisee's death or incapacity, and that the restaurant continues to operate according to Benihana's standards.