What conditions must be met for approval of a transfer of an Extreme Art Studio franchise?

p in you without our prior written consent. You shall not use or authorize the use of, and no third party shall on your behalf use, any written materials to advertise or promote the transfer of the Franchised Business or of any ownership interest in you without our prior written approval of such materials.

12.3 CONDITIONS FOR APPROVAL OF TRANSFER.

• 12.3.1 If you and your owners are in full compliance with this Franchise Agreement, then, subject to the other provisions of this Section 12, we will approve a transfer that meets all of the requirements in this Section 12.3.
• 12.3.2 For any proposed transfer (including a transfer of this Franchise Agreement, a transfer of a "controlling ownership interest" (as defined in Section 17.14.7) in you or one of your owners, or a transfer which is one of a series of transfers), regardless of the time period over which these transfers take place, which in the aggregate transfer this Franchise Agreement or a controlling ownership interest in you or one of your owners, all of the following conditions must be met before or concurrently with the effective date of the transfer:
  • (a) the transferee has sufficient business experience, aptitude, integrity and financial resources to operate the Franchised Business;

• (b) you have paid all Royalties, Marketing Fees, and other amounts owed to us, our affiliates, and third-party vendors; have submitted all required reports and statements; and have not violated any provision of this Franchise Agreement or any other agreement with us or our affiliates;
• (c) neither the transferee nor its owners (if the transferee is an Entity) or affiliates have an ownership interest (direct or indirect) in or perform services for a Competitive Business;
• (d) the transferee's representatives satisfactorily complete our then-current Initial Training Program;
• (e) the owner of the facility in which each Studio is located allows you to transfer the corresponding lease agreement to the transferee;
• (f) the transferee shall (if the transfer is of this Franchise Agreement), or you shall (if the transfer is of a controlling ownership interest in you or one of your owners), sign our then-current form of franchise agreement and related documents, (including, but not limited to, our then-current form of Owners Agreement) any and all of the provisions of which may differ materially from any and all of those contained in this Franchise Agreement, including the Royalty and the Marketing Fees; provided, however, that the term of the new franchise agreement signed will equal the remainder of the then-remaining term of this Franchise Agreement;
• (g) you pay us a transfer fee for each Extreme Art Studio Business to be transferred equal to $10,000 per Extreme Art Studio Business, and the cost of any applicable broker fees and any training required. You will pay us a nonrefundable deposit of $1,000 per Extreme Art Studio Business when you request approval of a transfer and pay, in certain funds, the remaining amount when you execute the transfer documents;
• (h) you (and your transferring owners) sign a general release, in a form satisfactory to us, of any and all known or unknown claims against us, our affiliates and subsidiaries, and their respective shareholders, members, officers, directors, employees, and agents arising before or contemporaneously with the transfer;
• (i) all individuals and entities who will be direct or indirect owners must execute or have executed a guarantee in the form we prescribe;
• (j) we have determined that the purchase price and payment terms will not adversely affect the transferee's operation of the Franchised Business;
• (k) if you or your owners finance any part of the purchase price, you and/or your owners agree that all of the transferee's obl

Source: Item 22 — CONTRACTS (FDD page 49)