Under what circumstances is a sale, assignment, transfer, conveyance, gift, or encumbrance of a Monicals Pizza Developer's rights considered null and void?

• 7.2.1 The Development Rights set forth in this Development Agreement are personal to Developer and are granted in reliance upon the personal qualifications of Developer. Developer has represented, and hereby represents, that it is entering into this Development Agreement with the intention of complying with its terms and conditions and not for the purpose of resale of the Development Rights hereunder.
• 7.2.2 Developer, without Franchisor's prior written consent, by operation of law or otherwise, shall not sell, assign, transfer, convey, give away or encumber any part of its interest in this Development Agreement, its interest in the Development Rights granted hereby or its interest in any entity that owns any interest in such rights, and shall not offer, permit or suffer the same to be sold, assigned, transferred, conveyed, given away or encumbered in any way. Developer shall not, without the prior written consent of Franchisor, fractionalize any of the Development Rights granted pursuant to this Development Agreement. Any purported sale, assignment, transfer, conveyance, gift or encumbrance of any of Developer's rights herein not having Franchisor's express consent shall be null and void and shall constitute a material default of this Development Agreement.
• 7.2.3 So long as Developer is in full compliance with this Development Agreement, and should Franchisor not elect to exercise its right of refusal as provided in Section 7.5, Franchisor shall not unreasonably withhold its approval of an assignment or transfer to proposed assignees or transferees if:
  • 7.2.3.1 Developer has complied with the requirements of Section 7.5;
  • 7.2.3.2 all obligations owed to Franchisor by Developer are fully paid and satisfied;

Source: Item 23 — RECEIPTS (FDD pages 46–257)