What monetary and nonmonetary obligations must be satisfied before Mr. Sandless consents to a transfer?

onmonetary obligations under this Agreement and any other agreement between you and us or our affiliates;

21.3.2 The buyer having met our qualifications for new franchisees;

• 21.3.3 The buyer's upgrade of the Business to conform with our then-current specifications;
  • 21.3.4 We are provided with an executed agreement of sale between you and the buyer;
  • 21.3.5 The buyer's successful completion of our training program as stated in Section 4.1;
• 21.3.6 The buyer's receipt of your last year's business tax return and other documents relevant to your Business;
• 21.3.7 Your execution (or your principals' execution, as applicable) of a general release, in a form prescribed by us, of all claims against us and our officers, directors, agents, and employees. Notwithstanding such release, you shall remain obligated under those provisions of this Agreement that expressly extend beyond the term hereof;
• 21.3.8 The buyer's execution of our then-current Single Unit Franchise Agreement as well as execution of a personal guaranty if a partnership, corporation or limited liability company;
• 21.3.9 Payment to us of a transfer fee in the amount of (a) Five Thousand Dollars ($5,000) per owner no matter how many businesses you are transferring, if the transfer is of a Mr. Sandless Business or a combination Mr. Sandless Business; or (b) One Thousand Dollars ($1,000) per owner no matter how many businesses you are transferring;
• 21.3.10 If the buyer is a corporation or limited liability company, the corporation's or limited liability company's satisfaction of our requirements for such entities as set forth in Section 21 (except Section 21.6) below. In addition, we must approve all shareholders of a corporation transferee, or all members and managers of a limited liability company transferee. We may require that a particular individual remain the owner of at least fifty-one percent (51%) of the outstanding stock of a franchisee corporation, or retain an interest of at least fifty-one percent (51%) in the limited liability company, as applicable, and serve as the corporation's chief executive officer or the limited liability company's manager;
• 21.3.11 The buyer must obtain, within the time limits set by us, and maintain thereafter, all permits and licenses required for the operation of the Business;
• 21.3.12 The transfer must be made in compliance with any laws that apply to the transfer, including state and federal laws governing the offer and sale of franchises;
• 21.3.13 The purchase price and terms of the proposed transfer are not so burdensome to the buyer as to impair or materially threaten its future operation of the Business and performance under its franchise agreement;
• 21.3.14 You must request that we provide the prospective buyer with our current form of disclosure document and we shall not be liable for any representations not included in the disclosure document;
• 21.3.15 Our approval of the transfer shall not constitute a waiver of any claims we may have against you;
• 21.3.16 We shall have the right to disclose to any prospective buyer such revenue reports and other financial information concerning you and your Business as you have supplied to us hereunder; and

21.3.17 In any event, we may withhold or condition our consent to any transfer as we deem appropriate based on the circumstances of the transfer or otherwise.

21.4 Death or Disability

In the event of your death, disability or incapacity (or the death, disability or incapacitation of your principals or personal guarantors if you are a partnership, corporation or limited liability company), your legal representative (or your principal's or guarantor's respective legal representative, as applicable) shall have the right to continue the operation of the Business under this Agreement, without payment of a transfer fee, if: (i) within ninety (90) days from the date of death, disability or incapacity (the "90 Day Period"), such person has obtained our prior written approval; and (ii) such person successfully completes our training programs (which we will provide at our then-current tuition rate). Such assignment by operation of law will not be deemed in violation of this Agreement, provided such heirs or legatees accept the conditions imposed by this Agreement and are acceptable to us. If our requirements have not been met within the 90 Day Period, we have the right to step in and manage the Business, as described in Article 29, or we may terminate this Agreement.

21.5 Right of First Refusal

We shall have the irrevocable first right and option to purchase your Business on the same terms and conditions as any bona fide purchaser.

Source: Item 22 — CONTRACTS (FDD page 42)