Under what circumstances related to opening and operating a Bonchon Restaurant can the Franchise Agreement be terminated?

equipment is instituted

against you and is not dismissed or settled by the earlier of (i) thirty (30) days from commencement or (ii) consummation of such sale; or, if you are a business entity, your governing body adopts any resolution or otherwise authorizes action to approve any of the foregoing activities.

17.02 Termination By Us Upon Notice – No Opportunity To Cure

You will have materially breached this Agreement and we may, at our option, terminate this Agreement and all rights granted under this Agreement, without giving you any opportunity to cure the breach, effective immediately upon your receipt of notice (which, whether sent by certified mail, registered mail, overnight courier or personal physical delivery, will be deemed to have been received by you upon delivery or first attempted delivery of the notice to you) upon the occurrence of any of the following events:

• 1. You do not open your Bonchon Restaurant for business within 300 days after the Effective Date of this Agreement or on or before the Scheduled Opening Date, whichever is earlier; cease operating the franchised Business; abandon the franchise relationship established under this Agreement; or, fail to operate your Bonchon Restaurant for two consecutive days, or three individual days within a twelve month period, during which you are required to operate it under this Agreement, unless your failure to operate is due to force majeure (as defined in Section 20.01).
• 1. You omitted or misrepresented any material fact in the information that you furnished to us in connection with our decision to enter into this Agreement.
• 1. We and you agree in writing to terminate the Franchise Agreement.
• 1. You do not secure the Restaurant Location for the franchised Business within the time limits and following the procedures specified in Article 6 of this Agreement.
• 1. You lose the right to possession of the Restaurant Location, provided that if the loss of possession results from the government's exercise of the power of eminent domain, or if, through no fault of yours, the premises are damaged or destroyed, then you will have thirty days after this event to apply for our approval to relocate your Bonchon Restaurant in accordance with the relocation provisions of this Agreement. This approval may not be unreasonably withheld, but it will be reasonable for us to withhold approval if your relocated Bonchon Restaurant will not open for business within 90 days of the closing of the damaged or destroyed Restaurant.
• 1. You, your Operating Principal, General Manager and/or, if you are a business entity, any owner, member, shareholder, director or manager (as applicable) of such entity is convicted of a felony, fraud, crime involving moral turpitude, or any other crime or offense which we reasonably believe is related to your operation of the franchised Business, or is likely to have an adverse effect on the Bonchon System, the Proprietary Marks, the goodwill associated with the Proprietary Marks or our interest in the System or Proprietary Marks.
• 1. You purport or, if you are a business entity, any owner or principal of you purports to transfer any rights or obligations under this Agreement, any interest in you, the franchised Business or your Bonchon Restaurant to any third party in violation of the terms of this Agreement.
• 1. You do not comply with the covenant not to compete during the term of this Franchise Agreement; violate the restrictions pertaining to the use of Confidential Information contained in this Agreement; or, do not obtain the execution of the additional covenants required by this Agreement.

• 1. You, your Operating Principal, General Manager, Area Manger and all other required to do so fail to attend or successfully complete our Initial Training Program or Partner Training Program (as applicable).
• 1. You knowingly or through gross negligence conceal revenues; maintain false books or records; falsify information or otherwise defraud or make false representations to us; or, submit any false report to us.
• 1. You do not maintain the financial records required by Section 11.02 of this Agreement.
• 1. We or our designee conducts an audit of your franchised Business which discloses that any weekly report or statement which you submitted to us understated your Gross Revenues by 5% or more for any week within the period of examination, or for the entire period of examination.
• 1. We or our designee conducts an audit of your franchised Business which discloses that during a 36 week period, you submitted three or more weekly reports or statements that understated your Gross Revenues by between 2% and 5% for any three weeks within the period of examination, or for the entire period of examination.
• 1. You refuse us permission to inspect, or to conduct an operational and/or financial audit of, your Business under Sections 8.12 and 11.02.
• 1. You take, withhold, misdirect or appropriate for your own use any funds withheld from your employees' wages which should have been set aside for the franchised Business' employee taxes, FICA, insurance or benefits; wrongfully take or appropriate for your own use our property or funds; systemically fail to deal fairly and honestly with your employees, customers or suppliers; or knowingly permit or, having discovered the facts, fail to take any action against or to discharge any agent, servant or employee who has embezzled our funds or property or that of any customers or others.
• 1. After curing a default which is subject to cure under Section 17.03, you commit the same act of default again within 6 months.
• 1. You make a willful misrepresentation or do not make a material disclosure required by any governmental authority regarding any matter involving or affecting the operations of your franchised Bonchon Business and Restaurant.
• 1. You interfere or attempt to interfere with our or our affiliates' contractual relations and/or relationships with other franchisees: any supplier of you, us or other franchisees; customers: any governmental or quasi-governmental authority; employees; advertising agencies: or any third parties.
• 1. You commit any act or default which materially impairs the goodwill associated with our Proprietary Marks and which, by its nature, is incurable, or, if the default is curable, you fail to cure the default following delivery of written notice to cure at least seventytwo hours in advance.

Source: Item 23 — RECEIPTS (FDD pages 92–536)