What aspects of the transfer agreement must Chem Dry approve?

• r. the transfer must be made in compliance with any laws that apply to the transfer, including state and federal laws governing the offer and sale of franchises;

• s.

FRANCHISEE has corrected any existing deficiencies of the BUSINESS of which CDI has notified FRANCHISEE, and/or (ii) CDI permits, and the transferee agrees (if the transfer is of this Agreement) to upgrade the BUSINESS (including the equipment and the van(s) to be transferred to the transferee) in accordance with CDI's then current requirements and specifications for entering or transferred CHEM-DRY Businesses within the time period CDI specifies following the effective date of the transfer;

• t.

FRANCHISEE and its transferring Owners (and any spouses or other immediate family members) acknowledge in a writing delivered to CDI that each of them will not, for two (2) years beginning on the transfer's effective date, engage in any of the activities proscribed in Section 16.D. below;

• u. e have approved the material terms and conditions of the transfer, the form or purchase and sale agreement, and determined that the price and terms of payment will not adversely affect the transferee's operation of the BUSINESS.

The purchase agreement between FRANCHISEE and the transferee must include: (a) a dollar breakdown of the sale price allocated to goodwill, covenant not to compete, van(s), cleaning equipment, cleaning supplies, and office equipment and supplies; and (b) a statement that FRANCHISEE has made a full disclosure to the transferee and that the parties have has agreed upon the disposition of all of FRANCHISEE'S outstanding obligations and accounts receivable;

• v. the transferee purchases or obtains all equipment CDI then requires to operate a CHEM-DRY Businesses, if not included in the transaction (including, without limitation, proprietary equipment related to the Franchise); and
• w. FRANCHISEE and its transferring Owners will not directly or indirectly at any time or in any manner (except with respect to other CHEM-DRY Businesses FRANCHISEE owns and operates) identify itself or themselves or any business as a current or former CHEM-DRY Business or as one of CDI's current or former franchisees; use any Mark, any colorable imitation of a Mark, or other indicia of a CHEM-DRY Business in any manner or for any purpose; or utilize for any purpose any trade name, trade or service mark, or other commercial symbol that suggests or indicates a connection or association with CDI.

Source: Item 23 — Receipts (FDD pages 68–264)