What constitutes an 'unauthorized transfer or assignment' of the Best Brains franchise agreement that could lead to termination?

itation.** In addition, in the event of the termination or expiration of the Agreement, including a transfer of the Franchised Business or your interest in it, you will not for a two (2) year period, within the same geographic area solicit business for a learning center from any customer of the Franchised Business. If the duration, scope and/or geographic area set forth in this paragraph and Agreement are held to be unreasonable and therefore unenforceable by any court of competent jurisdiction, then the duration, scope and/or geographic area of the foregoing restrictions and agreements shall remain in full force and effect as to such maximum duration, scope and/or geographic area as the court shall allow.

9. TRANFERABILITY OF INTEREST.

• A. Transfer by the Company. We shall have the right, in our sole discretion, to transfer or assign this Agreement and all or any part of its rights or obligations to any person or legal entity who agrees to abide by the obligations in this Agreement. You shall execute such documents consenting to such a transfer as we request.
• B. Transfer by Franchisee. You understand and acknowledge that the rights and duties set forth in this Agreement are personal to you, and that we have granted this franchise in reliance on your business skill, financial capacity, and personal character.

Accordingly, you may not sell, assign, transfer, convey, pledge, encumber, merge, or give (collectively "transfer") away any direct or indirect interest in this Agreement, in Franchisee, or in all or substantially all of the assets of the Franchised Business without our prior written consent. Any purported assignment or transfer not having our written consent shall be null and void.

We shall not unreasonably withhold its written approval of an assignment or transfer, provided:

• 1. You have properly offered us the opportunity to exercise the right of first refusal as provided in the right of first refusal section of this Agreement, and we declined to exercise it;
• 1. The assignee or transferee has sufficient business experience, aptitude, financial resources, meets our then applicable standards for franchisees, is of good moral character, will comply with our standard training requirements, has received the required disclosure documents in accordance with law, and executes the then current form of franchise agreement and other agreements;
• 1. Upon our request, the assignee or transferee agrees in a form approved by us to be personally bound jointly and severally by all the provisions of this Agreement and assume and guarantee all of Franchisee's obligations hereunder and all other agreements between Franchisee and the Company or its affiliates;
• 1. Upon our request, you enter into an agreement with us guaranteeing full payment and performance of the obligations of your transferee;
• 1. All of your monetary obligations owed to us and our affiliates are fully paid and you are not otherwise in default under this Agreement;
• 1. The assets of the Franchised Business are refurbished, remodeled or replaced in order to be in compliance with the then current standards and specification utilized in the granting of franchises;
• 1. The lessor has consented to the assignment of the lease for the Franchised Business premises to the assignee or transferee if the lease requires such a consent;
• 1. You pay us a transfer fee in an amount of $2,500 for the transfer of either a Premium Learning Center or a Teacher Learning Center franchise; and
• 1. You (and each of your owners, if Franchisee is an entity) execute Releases of all claims against us, our affiliates, and their officers, directors, managers, shareholders, members, employees and agents.
• C. Assignment to Entity. If you are in full compliance with this Agreement, we shall not unreasonably withhold our consent to a transfer of this Agreement and the assets of the Franchised Business to an entity, provided:
  • 1. the entity name does not include the word "BEST" or "BRAIN" or "BRAINS" and its activities are confined exclusively to operating your Franchised Business;
  • 1. Franchisee owns and controls all of the ownership interest and the entity assumes all of Franchisee's oblig

Source: Item 23 — RECEIPTS (FDD pages 42–190)