Under what condition can Bhc terminate all franchise agreements with a Master Franchisee?

Area without Franchisee's written agreement. However, Franchisor may terminate the MFA if Master Franchisee (i) fails to meet the Development Schedule; (ii) fail to comply with any other terms and conditions of this Agreement; (iii) make or attempt to make a transfer or assignment in violation of this Agreement; or (iv) fail to comply with the terms and conditions of any individual Franchise Agreement or of any other agreement to which Master Franchisee and Franchisor or its affiliates are parties.

13.2 Immediate Termination.

• (a) Franchisor has the right to immediately terminate this Agreement upon notice to Master Franchisee without an opportunity to cure if:

  • (i) Master Franchisee admits its inability to pay its debts as they come due, or Master Franchisee or the business to which the Franchise relates (A) has been the subject of an order for relief in bankruptcy, (B) is judicially determined to be insolvent or (C) has all or a substantial part of its assets assigned to or for the benefit of any creditor;
  • (ii) Master Franchisee Abandons the Franchise by failing to operate the BHC Restaurant for five consecutive business days during which Master Franchisee is required to operate the business under the terms of this Agreement, or any shorter period after which it is not unreasonable under the facts and circumstances for Franchisor to conclude that Master Franchisee does not intend to continue to operate the Franchise, unless such failure to operate is due to fire, flood, earthquake or other similar causes beyond Master Franchisee's control;
    • (iii) Franchisor and Master Franchisee agree in writing to terminate the Franchise;
  • (iv) Master Franchisee makes any material misrepresentations relating to the acquisition of the Franchise or Master Franchisee engages in conduct that reflects materially and unfavorably upon the operation and reputation of the Franchised Business or the System;

• (v) Master Franchisee fails after notification of noncompliance, to comply timely with any federal, state, or local law or regulation, including, but not limited to, all health, safety, building, and labor laws or regulations applicable to the operation of the Franchise;

• (vi) After curing any failure in accordance with section 13.3 below, Master Franchisee engages in the same noncompliance whether or not such noncompliance is corrected after notice;

• (vii) Master Franchisee repeatedly fails to comply with one or more material requirements of this Agreement, whether or not corrected after notice;

• (e) Any attempt by Master Franchisee to assign the Franchise, all (or substantially all) the assets of the BHC Restaurant, or a controlling interest in Master Franchisee (if an entity) in violation of this section 12.2 is void and will (i) constitute a material breach of this Agreement, (ii) cause this Agreement (and in Franchisor's sole discretion any or all other agreements between Master Franchisee and Franchisor, or between Master Franchisee and Franchisor's affiliates) to be subject to immediate termination without further notice, and (iii) confer no rights or interest whatsoever under this Agreement upon any other party.

Source: Item 23 — Receipts (FDD pages 52–230)