Is Cicis' consent to a transfer considered unreasonable if the conditions outlined in the agreement are not met?

ccessors or assigns, will (i) sell, assign, transfer, convey, give away, pledge, mortgage, or otherwise dispose of or encumber any direct or indirect rights under or interest in this Agreement, in your Restaurant (or its assets), in you, and/or (ii) transfer or surrender the possession, control, or management of your Restaurant (each a "Transfer") without our prior written consent. Any purported Transfer, by operation of Law or otherwise, made in violation of this Agreement will be null and void.

• (1) We will not unreasonably withhold our consent to a Transfer, but we may require satisfaction of certain conditions and otherwise reasonably qualify our consent, including in respect of the following (each of which you agree is reasonable):

  • (a) all monies owed to us, our affiliates, and all suppliers to your Restaurant must be paid current and all other outstanding obligations to us and our affiliates arising under this Agreement or any other agreement will have been satisfied in a timely manner;
  • (b) there must not be an outstanding default of any provision of this Agreement or of any other agreement between you or any of your affiliates and us or any of our affiliates, and there must not have been any such defaults during the term of any such agreements;
  • (c) the transferor and its Owners (if applicable) must execute a general release, in form and substance satisfactory to us, of any and all claims, however arising, against us, our affiliates, and the officers, directors, shareholders, partners, agents, representatives, independent contractors, servants, and employees of each from the beginning of time to the date of transfer;

• (d) the transferee must enter into a written agreement, in form and substance satisfactory to us, assuming full, unconditional, joint and several liability for, and agreeing to perform from the date of the transfer, all obligations, covenants, and agreements contained in this Agreement; and, if the transferee is a legal entity, each of the transferee's owners as we designate must execute such agreement and jointly assume and guarantee the entity's performance of all such obligations, covenants, and agreements;

• (e) the transferee must execute, for a term ending on the expiration date of this Agreement and with such renewal terms as may be provided by this Agreement, our thencurrent standard form of franchise agreement and all other ancillary agreements as we may require, which agreements will supersede this Agreement and its ancillary documents in all respects and the terms of which agreements may differ from the terms of this Agreement, including a higher percentage Royalty Fee and Fund Contribution or expenditure requirement; provided, however, that the transferee will not be required to pay any initial franchise fee; and, if the transferee is legal entity, such of transferee's owners as we may designate must execute such agreement and jointly assume and guarantee the entity's performance of all such obligations, covenants, and agreements;

• (f) the transferee must demonstrate to our satisfaction that it meets the criteria we then consider when reviewing a prospective franchisee's application for a Franchise;

• (g) the transferee, at its expense, will renovate, modernize, and otherwise upgrade your Restaurant and, if applicable, any Restaurant delivery vehicles to conform to the then current System Standards, and will complete the upgrading and other requirements within the time period we reasonably specify;

• (h) the transferor will remain liable for all of its obligations to us in connection with this Agreement and your Restaurant incurred prior to the effective date of the transfer and will execute any and all instruments we reasonably request to evidence such liability;

• (i) at the transferee's expense, the transferee and all Persons required under the applicable franchise agreement to have completed our training programs must complete any such training programs upon such terms and conditions as we may reasonably require;

• (j) you will pay us a transfer fee of $7,500, plus such amount as is necessary to reimburse us for our reasonable out of pocket costs and expenses associated with the Transfer;

• (k) you have provided us executed versions of any relevant documents to effect the Transfer, and all other information we request about the proposed Transfer, transferee, and its owners, and such Transfer meets all of our requirements. If the transferor offers the transferee financing for any part of the purchase price, you and your Owners hereby agree that all of the transferee's obligations under promissory notes, agreements, or security interests reserved in your Restaurant are subordinate to the transferee's obligation to pay fees and other amounts due to us, our affiliates, and third party vendors and otherwise to comply with this Agreement (or any applicable franchise agreement replacing this Agreement);

• (l) the transferor agrees to comply with the provisions of this Agreement related to Competing Businesses and all such other obligations that survive expiration or termination of this Agreement;

Source: Item 22 — CONTRACTS (FDD pages 64–65)