What constitutes a default in the performance of obligations under the Hyper Kidz Franchise Agreement?

thout opportunity to cure the default, except where prohibited by any applicable state or federal law, whereupon this Agreement shall be terminated in accordance with the provisions of any such law:

• 9.1.1 If you shall, in any respect, fail to meet the Minimum Performance Schedule.
• 9.1.2 If you shall purport to effect any assignment other than in accordance with Section 11 hereof.
• 9.1.3 Except as provided in Section 11 hereof, if you attempt to sell, assign, transfer or encumber this Agreement prior to the time that at least twenty-five percent (25%) of the Hyper Kidz Businesses to be constructed and opened for business in accordance with the Minimum Performance Schedule are, in fact, open or under construction.
• 9.1.4 If you make, or have made, any material misrepresentation to us in connection with obtaining this Agreement, any site approval hereunder, or any Franchise Agreement.
• 9.1.5 If you default in the performance of any obligation under any Franchise Agreement with us, provided such default results in the termination of the Franchise Agreement.
• 9.1.6 If you suffer a violation of any law, ordinance, rule or regulation of a governmental agency in connection with the operation of the business, and permit the same to go uncorrected after notification thereof, unless there is a bona fide dispute as to the violation or legality of such law, ordinance, rule or regulation, and you promptly resort to courts or forums of appropriate jurisdiction to contest such violation or legality.
• 9.1.7 If any of you is convicted in a court of competent jurisdiction of an indictable offense punishable by a term of imprisonment in excess of one (1) year.
• 9.1.8 If any of your principals shall become insolvent or make a general assignment for the benefit of creditors; if a petition in bankruptcy is filed by you or such a petition is filed against and not opposed by you; if you are adjudicated a bankrupt or insolvent; if a bill in equity or other proceeding for the appointment of a receiver or other custodian for you or your business or assets is filed and consented to by you; if a receiver or other custodian (permanent or temporary) of your assets or property, or any part thereof, is appointed by any court of competent jurisdiction; if proceedings for a composition with creditors under any state or federal law should be instituted by or against you; if a final judgment remains unsatisfied or of record for thirty (30) days or longer (unless a supersedeas bond is filed); if execution is levied against your business or property; if suit to foreclose any lien or mortgage against the premises or equipment is instituted against you and not dismissed within thirty (30) days; or if the real or personal property of the business shall be sold after levy thereupon by any sheriff, marshal, or constable.
• 9.1.9 If you or any of your affiliates cease to operate all of the Hyper Kidz Businesses opened pursuant to the terms of this Agreement.
• 9.2 Upon occurrence of any of the events stated in this Section 9.2, we may, without prejudice to any other rights or remedies contained in this Agreement or provided by law or equity, terminate this

Agreement. Such termination shall be effective thirty (30) days after written notice (or such other notice as may be required by applicable state law) is given by us to you of any of such events, if such defaults are not cured within such period:

• 9.2.1 If you shall use the System or Marks, or any other names, marks, systems, insignia, symbols or rights which are our property except pursuant to, and in accordance with, a valid and effective Franchise Agreement.
• 9.2.2 If you, shall have any interest, direct or indirect, in the ownership or operation of any arts and crafts business engaged in the sale of services similar to those permitted to be sold by you within the Development Area or in any business which looks like, copies or imitates the Hyper Kidz Business or operates in a manner tending to have such effect other than pursuant to a valid and effective Franchise Agreement.
• 9.2.3 If you shall fail to remit to us any payments pursuant to Section 2 when same are due.
• 9.2.4 If you shall begin work upon any Hyper Kidz Business at any site unless all the conditions stated in Section 3 hereof have been met.
• 9.2.5 If you fail to obtain our prior written approval or consent, including but not limited to site approval or site plan approval, as expressly required by this Agreement.
  • 9.2.6 If you default in the performance of any other obligation under this Agreement.
• 9.2.7 If you open any Hyper Kidz Business for business before a Franchise Agreement for such Hyper Kidz Business has been fully executed.
  • 9.2.8 If you fail to obtain execution of a covenant required by Section 12.8 below.

SECTION 10: OBLIGATIONS FOLLOWING TERMINATION

• 10.1 Upon termination of this Agreement becoming effective for any reason, or upon expiration of the term hereof, you agree as follows:
• 10.1.1 To cease immediately any attempts to select sites on which to establish Hyper Kidz Businesses.
• 10.1.2 To cease immediately to hold yourself out in any way as a multi-unit developer of ours or to do anything which would indicate a relationship between you and us.
• 10.2 No right or remedy herein conferred upon or reserved to us is exclusive of any other right or remedy provided or permitted by law or in equity.

Source: Item 23 — RECEIPTS (FDD pages 52–205)