What is the Chocolate Fish Coffee franchisee's obligation regarding transfers as described in Article 15?

rchase option to another party.

ARTICLE 15. TRANSFERS

• 15.1 By Chocolate Fish Franchising. Chocolate Fish Franchising may transfer or assign this Agreement, or any of its rights or obligations under this Agreement, to any person or entity, and Chocolate Fish Franchising may undergo a change in ownership and/or control, without the consent of Franchisee.
• 15.2 By Franchisee. Franchisee acknowledges that the rights and duties set forth in this Agreement are personal to Franchisee and that Chocolate Fish Franchising entered into this Agreement in reliance on Franchisee's business skill, financial capacity, personal character, experience, and business ability. Accordingly, Franchisee shall not conduct or undergo a Transfer without providing Chocolate Fish Franchising at least 60 days prior notice of the proposed Transfer, and without obtaining Chocolate Fish Franchising's consent. In granting any such consent, Chocolate Fish Franchising may impose conditions, including, without limitation, the following:
  • (i) Chocolate Fish Franchising receives a transfer fee equal to $10,000 plus any broker fees and other out-of-pocket costs incurred by Chocolate Fish Franchising;
  • (ii) the proposed assignee and its owners have completed Chocolate Fish Franchising's franchise application processes, meet Chocolate Fish Franchising's then-applicable standards for new franchisees, and have been approved by Chocolate Fish Franchising as franchisees;
  • (iii) the proposed assignee is not a Competitor;
  • (iv) the proposed assignee executes Chocolate Fish Franchising's then-current form of franchise agreement and any related documents, which form may contain materially different provisions than this Agreement (provided, however, that the proposed assignee will not be required to pay an initial franchise fee);

• (v) all owners of the proposed assignee provide a guaranty in accordance with Section 2.5;
• (vi) Franchisee has paid all monetary obligations to Chocolate Fish Franchising and its affiliates, and to any lessor, vendor, supplier, or lender to the Business, and Franchisee is not otherwise in default or breach of this Agreement or of any other obligation owed to Chocolate Fish Franchising or its affiliates;
• (vii) the proposed assignee and its owners and employees undergo such training as Chocolate Fish Franchising may require;
• (viii) Franchisee, its Owners, and the transferee and its owners execute a general release of Chocolate Fish Franchising in a form satisfactory to Chocolate Fish Franchising; and
• (ix) the Business fully complies with all of Chocolate Fish Franchising's most recent System Standards.
• 15.3 Transfer for Convenience of Ownership. If Franchisee is an individual, Franchisee may Transfer this Agreement to a corporation or limited liability company formed for the convenience of ownership after at least 15 days' notice to Chocolate Fish Franchising, if, prior to the Transfer: (1) the transferee provides the information required by Section 2.3; (2) Franchisee provides copies of the entity's charter documents, by-laws (or operating agreement) and similar documents, if requested by Chocolate Fish Franchising, (3) Franchisee owns all voting securities of the corporation or limited liability company, and (4) Franchisee provides a guaranty in accordance with Section 2.5.

Source: Item 23 — RECEIPTS (FDD pages 41–119)