What must a Carbones Pizzeria franchisee do if they want to transfer their franchise?

h Franchisee's business, including the Restaurant, its operation, design, or construction, or otherwise, the sale of the Restaurant, the provision of any products or services, the hiring of any employees, and any advertising conducted by Franchisee. Such indemnification shall include reasonable attorneys' fees, costs of investigation or proof of facts, court costs, other litigation expenses, and travel and living expenses.

13. Transfer of Franchise.

a. Throughout the term of this Agreement and any extension thereof, Franchisee shall not at any time, directly or indirectly, sell, assign, mortgage, pledge, grant a security interest in, encumber, make a gift of, or otherwise transfer or dispose of Franchisee's interest in this Agreement, the Franchise, the Restaurant or its business or any entity that directly or indirectly owns an interest in any of the foregoing (collectively, a "Transfer") except in accordance with the provisions of this Agreement. Should Franchisee desire to engage in a Transfer, Franchisee must first give written notice to Franchisor of the intention to make such a Transfer, setting out the precise terms and conditions of such proposed Transfer. Franchisor shall have an option for sixty (60) days after the date of receipt of such written notice to purchase the interest then owned by Franchisee upon the same terms and conditions as those set forth in the required notice.

If Franchisor does not exercise the option granted to it, then Franchisee may thereafter engage in the Transfer described in the required notice during the thirty (30) days immediately following the expiration of the sixty (60) day period hereinabove described; provided that such Transfer is made on precisely the same terms and conditions as those specified in the notice required hereunder; and provided, further, that Franchisee obtains the prior written consent of Franchisor for the Transfer. Such Transfer shall not be made on terms and conditions other than those set forth in the notice required hereunder, no matter now slight such variance might be. If the Transfer does not occur within such additional thirty (30) day period, such interest shall thereafter again be subject to all of the restrictions of this Agreement with respect to any Transfer.

• b. Franchisor, if it does not exercise its right of first refusal, will not unreasonably withhold consent to the Transfer of Franchisee's interest, but if any of the following conditions are not satisfied (without particular limitation to the following list) Franchisor shall be deemed to have reasonable grounds for withholding such consent:
  • (1) Franchisor must be satisfied that the prospective purchaser has sufficient business qualifications and will comply with Franchisor's then current training requirements;

• (2) The prospective purchaser must execute such agreements as are being required of Franchisor's new franchisees at the time of the Transfer and the Franchisee must execute a general release in the form required by Franchisor;
• (3) Franchisee shall not be in default in the payment of any amounts owed Franchisor;
• (4) Franchisee shall have paid a transfer fee to Franchisor of Five Thousand Dollars ($5,000) (the "Transfer Fee") at the time it seeks Franchisor's consent to the Transfer; and
• (5) The transferee and its employee(s), as required by Franchisor, shall have completed Franchisor's initial training program prior to the closing of the Transfer.
• c. For the purposes of this Agreement, if Franchisee is a corporation, limited liability company or a partnership, any event which results in a

Source: Item 23 — RECEIPTS (FDD pages 30–116)