What constitutes a material default that allows Brueggers Bagels to terminate the agreement with written notice but no opportunity to cure?

the benefit of creditors; if a petition in bankruptcy is filed by you or is filed against you and not opposed by you; if you are adjudicated as bankrupt or insolvent; if a bill in equity or other proceeding for the appointment of a receiver or other custodian for your business or assets is filed and consented to by you; if a receiver or other custodian (permanent or temporary) of your assets or property, or any part thereof, is appointed by any court of competent jurisdiction; if proceedings for a composition with creditors under any state or federal law are instituted by or against you; if a final judgment against you remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); if your company is dissolved; if execution is levied against your business or property; if a suit to foreclose any lien or mortgage against you is instituted and not dismissed within thirty (30) days or if you enter into any agreement that is in lieu of such foreclosure; is sold after levy thereupon by any sheriff, marshal, or constable.

• 9.2. Material Default With No Opportunity to Cure. You shall be deemed to be in Material Default and we may, at our option, terminate this Agreement and all rights granted hereunder, without affording you any opportunity to cure the default, effective immediately upon receipt of notice of such termination from us to you, upon the occurrence of any of the following events:
• 9.2.1. There is a default under any Franchise Agreement for which there is no opportunity to cure;
• 9.2.2. Failure to satisfy the Development Schedule as described in Section 1.3 of this Agreement;
• 9.2.3. If you cease to operate or otherwise abandon a Bakery, lose the right to possession of the Premises, or forfeit the right to do or transact business in the jurisdiction where the Premises for a Bakery are located. However, if, through no fault of your own, the Premises are damaged or destroyed by an event such that repairs or reconstruction cannot be completed within sixty (60) days thereafter, then you will have thirty (30) days after that event in which to apply for our approval to relocate and/or reconstruct the Bakery, which approval will not be unreasonably withheld;
• 9.2.4. If you, or any person or entity with an interest in you purports to transfer an interest other than in accordance with Section 8;
• 9.2.5. If you or if any entity, shareholder, member, partner, or other person controlling more than five percent (5%) of Developer's stock, membership interest or partnership interest, by act or omission, permits or commits tortious conduct or a violation of any applicable law, ordinance, rule or

governmental regulation (including, but not limited to, any applicable employment law (e.g., harassment, discrimination, retaliation, equal employment, treatment of disabled persons, child labor or wages and hour law)) constituting a felony, or constituting a misdemeanor, lesser criminal offense or a violation of law which in our sole judgment has, or is likely to have, an adverse effect upon the System, the Proprietary Marks, or the goodwill associated therewith;

• 9.2.6. If a threat or danger to public safety results from the negligence or willful misconduct of Franchisor related to the construction, maintenance or operation of the Bakery.
• 9.2.7. If, as required by 8.6, an approved transfer is not effected within one (1) year following death or declaration of mental incapacity, or if any transfer by bequest or intestate succession is made to an heir or beneficiary who is unable to meet the conditions of Section 8;
  • 9.2.8. If you fail to comply with the restrictions on competition in Section 11.1 below;
• 9.2.9. If you disclose or divulge any contents of the Manuals or other confidential information of ours, except as permitted under Section 7.1;
• 9.2.10. If you knowingly maintain false books or records or knowingly submit any false reports to us;
• 9.2.11. If you refuse to permit us to inspect the Premises, books, records, or accounts of a Bakery, as provided in the applicable Franchise Agreement;
• 9.2.12. If after curing a default pursuant to Section 9.3 or Section 9.5 hereof, you commit the same default again within one (1) year, whether or not cured after notice;
• 9.2.13. If we have delivered notices advising you that you are in default under Section 9.3 or Section 9.5 three (3) times within any twelve-month period, whether such defaults are of a similar or different nature and whether or not any of them is cured after notice; or
• 9.2.14. If any franchise agreement issued by Franchisor to Franchisee or any Franchisee Affiliate, or to any company owned or controlled by a shareholder or partner of Franchisee, is terminated for any reason other than by mutual consent of the parties to the franchise agreement or the expiration of its term. A default under any franchise agreement that you or an affiliate have with us will constitute a default under this Agreement without separate notice to you, but the cross-default under this Agreement will be subject to any applicable provisions for notice and cure of the default set forth in the franchise agreement.;
• 9.2.15. If we have delivered a notice of termination for any other agreement between us (or any of our affiliates) and you or any Franchisee Affiliate (except for termination with our prior written consent)

Source: Item 22 — CONTRACTS (FDD page 61)