What rights does Floyds 99 have if the Franchise Agreement terminates or expires?

anchisor as the Franchisee has under this Agreement.

Notwithstanding the foregoing, if the breach is curable, but is of a nature which cannot be reasonably cured within the 30-day period and the Franchisee has commenced and is continuing to make good faith efforts to cure the breach during the 30-day period, the Franchisee shall be given an additional reasonable period of time to cure the breach, and this Agreement shall not automatically terminate without written notice from the Franchisor.

• 20.3 Option to Purchase. Upon termination or expiration of this Agreement for any reason, the Franchisor shall have the option to purchase the FLOYD'S 99 Shop or all or a portion of the assets of the Barbershop, which may include, at the Franchisor's option, all of the Franchisee's interest, if any, in and to the real estate upon which the FLOYD'S 99 Shop is located, and all buildings and other improvements thereon, including leasehold interests, at fair market value, less any amount apportioned to the goodwill of the FLOYD'S 99 Shop which is attributable to the Franchisor's Marks and Licensed Methods, and less any amounts owed to the Franchisor by the Franchisee. The following additional terms shall apply to the Franchisor's exercise of this option:
  • a. The Franchisor's option hereunder shall be exercisable by providing the Franchisee with written notice of its intention to exercise the option given to the Franchisee no later than the effective date of termination, in the case of termination, or at least 90 days prior to the expiration of the term of the franchise, in the case of non renewal;
  • b. If the Franchisor and the Franchisee cannot agree on the fair market value of the FLOYD'S 99 Shop, then the fair market value shall be determined by an independent third-party appraisal. The Franchisor and the Franchisee shall each select one independent, qualified appraiser, and the two so selected shall select a third appraiser, all three to determine the fair market value of the FLOYD'S 99 Shop. The purchase price shall be the median of the fair market values as determined by the three appraisers operating independently. The parties shall bear the expenses of their selected appraiser and shall evenly split the expenses of the third appraiser.
  • c. The Franchisor and the Franchisee agree that the terms and conditions of this right and option to purchase may be recorded, if deemed appropriate by the Franchisor, in the real property records and the Franchisor and the Franchisee further agree to execute such additional documentation as may be necessary and appropriate to effectuate such recording; and
  • d. The Franchisor shall set the closing for the purchase of the FLOYD'S 99 Shop to take place no later than 60 days after the termination or nonrenewal date. At the Franchisor's option, the Franchisee shall continue the Barbershop operations by extension of this Agreement through

the closing date. The Franchisor will pay the purchase price in full at the closing, or, at its option, in 12 equal consecutive monthly installments with interest at a rate of 10% per annum. The Franchisee must sign all documents of assignment and transfer as are reasonably necessary for purchase of the FLOYD'S 99 Shop or its assets by the Franchisor.

• e. If the Franchisor does not exercise the Franchisor's right to purchase the Franchisee's FLOYD'S 99 Shop as set forth above, the Franchisee will be free to keep or to sell, after such termination or expiration, to any third party, all of the physical assets of its FLOYD'S 99 Shop; provided, however, that all appearances of the Marks and the Franchisor's color scheme and trade dress are first removed in a manner approved in writing by the Franchisor.
• 20.4 Obligations of Franchisee Upon Termination or Expiration. The Franchisee is obligated upon termination or expiration of this Agreement to immediately:
  • a. Pay to the Franchisor all Royalties, National Marketing Contributions, other fees, and any and all amounts or accounts payable then owed the Franchisor or its affiliates pursuant to this Agreement, or pursuant to any other agreement, whether written or oral, including subleases and lease assignments, between the parties;
  • b. Cease to identify itself as a FLOYD'S 99 franchisee or publicly identify itself as a former Franchisee or use any of the Franchisor's trade secrets, signs, symbols, devices, trade names, trademarks or other materials;
  • c. If the Franchisor does not exercise its option to purchase described in Section 20.3 above, cease to identify the Franchised Location as being, or having been, associated with the Franchisor and, if deemed necessary by the Franchisor, paint or otherwise change the interior and exterior of the Barbershop to distinguish it from a FLOYD'S 99 Shop and immediately cease using any proprietary mark of the Franchisor or any mark in any way associated with the Marks and Licensed Methods;
  • d. Deliver to the Franchisor all signs, sign-faces, advertising materials, forms and other materials bearing any of the Marks or otherwise identified with the Franchisor and obtained by and in connection with this Agreement;
  • e. Immediately deliver to the Franchisor the Operations Manual and all other information, software, documents and copies thereof which are proprietary to the Franchisor, including but not limited to, all client lists and related client information contained in computer databases or otherwise;
  • f. Promptly take such action as may be required to cancel all fictitious or assumed names or equivalent registrations relating to its use of any Marks which are under the exclusive control of the Franchisor or, at the option of the Franchisor, assign the same to the Franchisor;
  • g.

Source: Item 22 — CONTRACTS (FDD pages 57–58)