What obligations survive the termination or expiration of the Desi District franchise agreement?

convicted of a felony; or

• (xiv) Franchisee or any Owner is accused by any governmental authority or third party of any act, or if Franchisee or any Owner commits any act or series of acts, that in Desi District Franchise Group's opinion is reasonably likely to materially and unfavorably affect the Desi District brand.
• 14.3 Effect of Termination. Upon termination or expiration of this Agreement, all obligations that by their terms or by reasonable implication survive termination, including those pertaining to non-competition, confidentiality, indemnity, and dispute resolution, will remain in effect, and Franchisee must immediately:
  • (i) pay all amounts owed to Desi District Franchise Group based on the operation of the Business through the effective date of termination or expiration;
  • (ii) return to Desi District Franchise Group all copies of the Manual, Confidential Information and any and all other materials provided by Desi District Franchise Group to Franchisee or created by a third party for Franchisee relating to the operation of the Business, and all items containing any Marks, copyrights, and other proprietary items; and delete all Confidential Information and proprietary materials from electronic devices;
  • (iii) notify the telephone, internet, email, electronic network, directory, and listing entities of the termination or expiration of Franchisee's right to use any numbers, addresses, domain names, locators, directories and listings associated with any of the Marks, and authorize their transfer to Desi District Franchise Group or any new franchisee as may be directed by Desi District Franchise Group, and Franchisee hereby irrevocably appoints Desi District Franchise Group, with full power of substitution, as its true and lawful attorney-in-fact, which appointment is coupled with an interest; to execute such directions and authorizations as may be necessary or appropriate to accomplish the foregoing; and
  • (iv) cease doing business under any of the Marks.
• 14.4 Remove Identification. Within 30 days after termination or expiration, Franchisee shall at its own expense "de-identify" the Location so that it no longer contains the Marks, signage, or any trade dress of a Desi District business, to the reasonable satisfaction of Desi District Franchise Group. Franchisee shall comply with any reasonable instructions and procedures of Desi District

Franchise Group for de-identification. If Franchisee fails to do so within 30 days after this Agreement expires or is terminated, Desi District Franchise Group may enter the Location to remove the Marks and de-identify the Location. In this event, Desi District Franchise Group will not be charged with trespass nor be accountable or required to pay for any assets removed or altered, or for any damage caused by Desi District Franchise Group.

14.5 Liquidated Damages. If Desi District Franchise Group terminates this Agreement based upon Franchisee's default (or if Franchisee purports to terminate this Agreement except as permitted under Section 14.1), then within 10 days thereafter Franchisee shall pay to Desi District Franchise Group a lump sum (as liquidated damages and not as a penalty) calculated as follows: (x) the average Royalty Fees that Franchisee owed to Desi District Franchise Group under this Agreement for the 52-week period preceding the date on which Franchisee ceased operating the Business; multiplied by (y) the lesser of (1) 104 or (2) the number of weeks remaining in the thencurrent term of this Agreement. If Franchisee had not operated the Business for at least 52 weeks, then (x) will equal the average Royalty Fees that Franchisee owed to Desi District Franchise Group during the period that Franchisee operated the Business. The "average Royalty Fees that Franchisee owed to Desi District Franchise Group" shall not be discounted or adjusted due to any deferred or reduced Royalty Fees set forth in an addendum to this Agreement, unless this Section 14.5 is specifically amended in such addendum. Franchisee acknowledges that a precise calculation of the full extent of Desi District Franchise Group's damages under these circumstances is difficult to determine and the method of calculation of such damages as set forth in this Section is reasonable. Franchisee's payment to Desi District Franchise Group under this Section will be in lieu of any direct monetary damages that Desi District Franchise Group may incur as a result of Desi District Franchise Group's loss of Royalty Fees that would have been owed to Desi District Franchise Group after the date of termination; however, such payment shall be in addition to all damages and other amounts arising under Section 14.3 and Section 14.4, Desi District Franchise Group's right to injunctive relief for enforcement of Article 13, and any attorneys' fees and other costs and expenses to which Desi District Franchise Group is entitled under this Agreement. Except as provided in this Section, Franchisee's payment of this lump sum shall be in addition to any other right or remedy that Desi District Franchise Group may have under this Agreement or otherwise.

14.6 Purchase Option. When this Agreement expires or is terminated, Desi District Franchise Group will have the right (but not the obligation) to purchase any or all of the assets related to the Business, and/or to require Franchisee to assign its lease or sublease to Desi District Franchise Group. To exercise this option, Desi District Franchise Group must notify Franchisee no later than 30 days after this Agreement expires or is terminated. The purchase price for all assets that Desi District Franchise Group elects to purchase will be the lower of (i) the book value of such assets as declared on Franchisee's last filed tax returns or (ii) the fair market value of the assets. If the parties cannot agree on fair market value within 30 days after the exercise notice, the fair market value will be determined by an independent appraiser reasonably acceptable to both parties. The parties will equally share the cost of the appraisal.

Source: Item 22 — CONTRACTS (FDD page 52)