Under what conditions can Benihana terminate the franchise agreement if the conditions for transferring a deceased franchisee's interest are not met?

According to Benihana's 2024 Franchise Disclosure Document, Benihana has the right to terminate the franchise agreement immediately if specific conditions related to the transfer of a deceased franchisee's interest are not satisfied.

Specifically, upon the death or mental incapacity of a person with interest in the franchise, their representative has six months (the "Transfer Period") to transfer the interest to a Benihana-approved third party. If the heirs or beneficiaries cannot meet the transfer conditions, the representative gets an additional six months (the "Extension Period") from the date of disapproval by Benihana to dispose of the interest.

During both the Transfer Period and any Extension Period, certain conditions must be met: (1) the representative must provide satisfactory documentation of their authority to manage the transfer; (2) the restaurant must remain open and operating according to the franchise agreement; and (3) a Benihana-approved general manager who has completed the required training must be designated to operate the restaurant. If these conditions are not met, or if the interest is not transferred by the end of the Transfer Period or Extension Period, Benihana can immediately terminate the agreement. Benihana does not assume liability for the legal authority of the deceased's representative to handle the franchise interest.