Who is the Bigfoot Forestry agreement binding upon?

) to our interest in this Agreement, provided that we shall, subsequent to any such assignment, remain liable for any obligations incurred by us prior to the effective date of the assignment. We may also delegate our obligations under this Agreement to one or more Persons without assigning the Agreement.

• 19.2. By You. The rights and duties created by this Agreement are personal to you and the Owners. We are granting you franchise rights in reliance upon the character, skill, attitude, business ability and financial resources of you and your Owners. Because this Agreement is a personal services contract, neither you nor any Owner may engage in a Transfer (other than a Permitted Transfer) without our prior approval. Any Transfer (other than a Permitted Transfer) without our approval is void and constitutes a breach of this Agreement. We will not unreasonably withhold our approval of a proposed Transfer if all of the following conditions are satisfied:

  • (a) we believe the proposed transferee has sufficient business experience, aptitude and financial resources to own and operate a Bigfoot Forestry Business and meets our minimum criteria for franchisees;
  • (b) you and your affiliates and Owners are in full compliance with all Definitive Agreements;
  • (c) the transferee's owners successfully complete, or make arrangements to attend, the initial training program and the transferee pays us any applicable training fee;
  • (d) the transferee and its owners obtain all licenses and permits required by applicable Law to own and operate the Bigfoot Forestry Business;
  • (e) the transferee: (i) agrees to guarantee and perform your obligations under this Agreement and

• related contracts (including customer contracts, supplier contracts, warranty work, service guarantees and service plans); and (ii) signs any agreement we require to confirm the foregoing;

• (f) the transferee and its owners sign our then-current form of franchise agreement (unless we instruct you to assign this Agreement to the transferee) except that: (i) the Term and renewal term(s) shall be the Term and renewal term(s) remaining under this Agreement unless we specify otherwise; and (ii) the transferee need not pay a separate initial franchise fee;

• (g) the transferee agrees to upgrade Technology Systems, operating equipment and tools to conform to our then-current standards and specifications (these changes must be completed within 180 days after the Transfer or such shorter period of time that we specify);

• (h) you or the transferee pay us a $10,000 transfer fee to defray expenses we incur in connection with the Transfer (in addition to the transfer fee, you must reimburse us for any commission we pay our broker if our broker finds the transferee);

• (i) you and your Owners sign a General Release;

• (j) you agree to subordinate the transferee's financial obligations to you to the transferee's financial obligations owed to us pursuant to the franchise agreement (we may require you to enter into a written subordination agreement);

• (k) we choose not to exercise our right of first refusal described in §19.5; and

• (l) you or the transferring Owner, as applicable, and the transferee satisfy all other conditions we reasonably require as a condition to approval of the Transfer.

Our consent to a Transfer shall not constitute a waiver of any Claims we have against the transferor or our right to demand the transferee comply with all terms of the franchise agreement.

• 19.3. Permitted Transfers. You may engage in a Permitted Transfer without our prior approval, but you must: (a) give us at least 10 days' prior notice; and (b) upon our request, cause the former Franchisee Entity to sign a corporate guarantee in the format we require to secure performance of the new Franchisee Entity's financial obligations under all Definitive Agreements (if the Permitted Transfer results in a new Franchisee Entity).

Source: Item 23 — RECEIPT (FDD pages 42–162)