11 Transfer and Other Dealings by Developer

11.1 Acknowledgements by Developer

Developer acknowledges that:

• (1) The Franchise has been granted to Developer following a consideration by Franchisor of the character, business experience, and capability and financial capacity of Developer Parties; and
• (2) Because of this there are important restrictions in this clause 11 on Developer's ability to deal with the Franchise and Developer's Operation.

11.2 Prohibition Against Transfer by Developer

• (1) Developer must not sell or otherwise Dispose of its interest in the Franchise or Developer's Operation, whether in whole or in part, voluntarily or involuntarily, by operation of law (including as a result of bankruptcy, divorce, death or disability, without Franchisor's prior written consent, and without first offering to sell the Ownership Interest of Outlets (Business) to Franchisor in accordance with clause 11.4.
• (2) If an offer made by Developer pursuant to clause 11.2(1) is not accepted, Developer may sell or otherwise Dispose of its interest in the Developer's Operation subject to obtaining Franchisor's written consent which must not be unreasonably withheld if all of the conditions mentioned in clause 11.3 have been satisfied.
• (3) A request for Franchisor's consent under clause 11.2(2) must be made in writing.

11.3 Conditions to be Satisfied Before Assignment can be Approved

Franchisor must not unreasonably withhold its consent under clause 11.2(2) if the sale, assignment, or other Disposal is of the whole of Developer's interest in the Developer's Operation and each of the following conditions are satisfied:

Source: Item 23 — Receipts (FDD pages 58–262)