Under what conditions can Learningrx transfer or assign its rights or obligations under the Area Development Agreement?

oper. Upon termination or expiration of the term of this Agreement, this Agreement shall be of no further effect, and Franchisor shall have the right to itself open, or license others to open, Centers within the Development Territory. For purposes of this Section 6, any franchise agreement issued by Franchisor to Area Developer or its affiliates, or any Entity or joint venture, or their affiliates, in which Area Developer or any stockholder, partner or joint venturer of Area Developer, has any direct or indirect ownership or participation interest, shall be deemed a franchise agreement issued to Area Developer.

7. ASSIGNMENT

• 7.01. By Franchisor. Franchisor shall have the absolute right to transfer or assign all or any part of its rights or obligations hereunder to any person or legal entity which assumes its obligation under this Agreement and Franchisor shall thereby be released from any and all further liability to Area Developer.
• 7.02. By Area Developer. Area Developer understands and acknowledges that the rights and duties set forth in this Agreement are personal to Area Developer and are granted in reliance upon the personal qualifications of Area Developer or Area Developer's principals. Area Developer has represented to Franchisor that Area Developer is entering into this Agreement with the intention of complying with its terms and conditions and not for the purpose of transferring the development and option rights hereunder.
• A. Neither Area Developer nor any partner, member, or shareholder thereof shall, without Franchisor's prior written consent, directly or indirectly assign, transfer, convey, give away, pledge, mortgage or otherwise encumber any interest in this Agreement or in Area Developer. Any such proposed assignment occurring by operation of law or otherwise, including any assignment by a trustee in bankruptcy, without Franchisor's prior written consent, shall be a material default of this Agreement.
• B. Any assignment, transfer or other disposition by the Area Developer of a single-unit Center within the Development Territory will be governed by the franchise agreement to which such single-unit Center is bound.
• 7.03. Assignment Procedure. Subject to the other provisions of this Section 7, if Area Developer wishes to sell, transfer any portion, or all, of the Development Territory, or this Agreement, the Area Developer shall notify Franchisor which may approve or disapprove the same in its sole discretion, and in addition Franchisor reserves the right to require any or all of the following as conditions of its approval:

• A. All of the Area Developer's accrued monetary obligations and all other outstanding obligations to Franchisor, its affiliates and suppliers must be fully paid and satisfied;
• B. The Area Developer must not be in default of any provision of its franchise agreements, any amendments thereof or successors thereto, or any other agreement between the Area Developer and Franchisor, its subsidiaries or affiliates;
• C. The Area Developer and each of its affiliates, shareholders, members, partners, officers and directors must execute a general release, under seal, the consideration for which shall be the approval of the transfer, in a form satisfactory to Franchisor, of any and all claims against Franchisor and its affiliates, officers, directors, shareholders and employees, in their corporate and individual capacities, including, without limitation, claims arising under federal, state and local laws, rules and ordinances;
• D. The transferee must enter into a written assignment, under seal and in a form satisfactory to Franchisor, assuming and agreeing to discharge all of the Area Developer's obligations under the relevant franchise agreements and, if deemed necessary by Franchisor, the transferee's principals, individually, shall guarantee the performance of all such obligations in writing in a form satisfactory to Franchisor;
• E. The transferee must demonstrate to Franchisor's satisfaction that the transferee meets Franchisor's educational, managerial and business standards; possesses a good moral character, business reputation and credit rating; has the aptitude and ability to operate the Centers (as may be evidenced by prior related experience or otherwise); has at least the same managerial and financial acumen required of new Area Developers and shall have sufficient equity capital, as determined by Franchisor in Franchisor's sole discretion, to operate the Centers;
• F. At Franchisor's option, the transferee must execute or, upon Franchisor's request, shall cause all interested parties to execute, for a term ending on the expiration date of the franchise agreement(s) and with such renewal term as may be provided by the franchise agreement(s), the standard form of franchise agreement then being offered to new Area Developers and such other ancillary agreements as Franchisor may require for the Centers, which agreements shall supersede the franchise agreements between the Area Developer and Franchisor in all respects and the terms of which agreements may materially differ from the terms of the franchise agreements, including, without limitation, the implementation of other fees and different royalty rates;
• 7.04. Liability. The Area Developer and its principals must remain liable for all direct and indirect obligations to Franchisor in connection with the Centers prior to the effective date of transfer and will continue to remain responsible for their obligations of nondisclosure, noncompetition and indemnification as provided in the franchise agreements and guaranty, and shall execute any and all instruments reasonably requested by Franchisor to further evidence such liability; and
• 7.05. Transfer Fee. No Transfer Fee is

Source: Item 23 — RECEIPT (FDD pages 54–209)