Can Petro Stopping Center transfer the Franchise Agreement to another party?

urse us for the cost of such inspection or audit, including, without limitation, the charges of attorneys and independent accountants and the travel expenses, room and board and compensation of our employees if:

• (a) our inspection or audit is made necessary by your failure to furnish reports, supporting records or other information we require, or to furnish such items on a timely basis; and/or
  • (b) our audit or inspection reveals that you understated Gross Sales by over 2%.

The foregoing remedies are in addition to our other remedies and rights under this Agreement and applicable law.

16. TRANSFER.

• 16.1 By Us. This Agreement is fully transferable by us and will inure to the benefit of any transferee or other legal successor to our interests.

• 16.2 By You. You understand and acknowledge that the rights and duties created by this Agreement are personal to you (or, if you are a Business Entity, to your Owners) and that we have granted the Franchise to you in reliance upon our perceptions of your (or your Owners') individual or collective character, skill, aptitude, attitude, business ability and financial capacity. Accordingly, neither this Agreement (nor any interest in it) nor any ownership or other interest in you or the Petro Center or other aspect of the Petro Center may be transferred without our prior written approval, which may be given or withheld in our sole discretion. Any transfer without such approval constitutes a breach of this Agreement and is void and of no effect. As used in this Agreement, the term "transfer" includes your (or your Owners') voluntary, involuntary, direct or indirect assignment, sale, gift or other disposition of any interest in: (a) this Agreement; (b) you; (c) the Petro Center; (d) the Site; or (e) the Operating Assets. A transfer of ownership, possession or control of the Petro Center or the Operating Assets may only be made in conjunction with an approved transfer of this Agreement. An assignment, sale, gift or other disposition includes the following events:

• (i) transfer of ownership of 25% or more (either in a single transaction or in a series of transactions occurring during the term of this Agreement) of any capital stock or a partnership interest or any other interest that affects control over the Business Entity;

• (ii) merger or consolidation or issuance of additional securities or interests representing an ownership interest in you;

• (iii) any issuance or sale of your stock or any security convertible to your stock;

• (iv) transfer of an interest in you, this Agreement, the Petro Center, your Lease or the Operating Assets in a divorce, insolvency or corporate or partnership dissolution proceeding or otherwise by operation of law;

• (v) transfer of an interest in you, this Agreement, the Petro Center, your Lease or the Operating Assets, in the event of your death or the death of one of your Owners, by will, declaration of or transfer in trust or under the laws of intestate succession; or

• (vi) pledge of this Agreement (to someone other than us) or of an ownership interest in you as security, foreclosure upon the Petro Center, or the Operating Assets, including your transfer, surrender or loss of possession, control or management of the Lease or your Petro Center.

16.3 Conditions to Transfer. Prior to the time of any transfer consented to by us:

• (a) you (and your Owners) must be in compliance with this Agreement;
• (b) the transferee and its owners must be of good moral character and reputation, as determined in our reasonable judgment;
• (c) the transferee and its owners must have sufficient business experience, aptitude and financial resources to operate the Petro Center and must otherwise meet our then applicable standards for Petro Center franchisees;
• (d) you must have paid all amounts due us and have submitted all required reports and statements, and made payments to all Approved Suppliers and Preferred Vendors or made arrangements to do so satisfactory to us and them;
• (e) the transferee (or its owners) must have agreed to complete our standard training program regarding the Petro System and Petro System Standards, at their expense;
• (f) the transferee must have agreed to be bound by all of the terms and conditions of this Agreement;
• (g) the transferee must have entered into our then-current form of franchise agreement and such other then-current ancillary agreements as we may require. The thencurrent form of franchise agreement may have significantly different provisions including a higher royalty fee and advertising contribution than that contained in this Agreement. The then-current form of franchise agreement will expire on the expiration date of this Agreement and will contain the same renewal rights, if any, as are available to you;
• (h) the transferee must have agreed at its sole cost and expense to upgrade the Petro Center to conform to our then-current standards and specifications within the time frame we require;
• (i) you or the transferee must have paid to us a transfer fee of Forty-Five Thousand Dollars ($45,000) to defray expenses we incur in connection with the transfer, including but not limited to, our third party expenses, and the costs of training the transferee (or its Managing Owner) in the Petro System and Petro System Standards. If the transfer is proposed prior to the first anniversary of the Opening Date, then the transfer fee shall be One Hundred Thirty Thousand Dollars ($130,000). If the proposed transfer is among your Owners, the transfer fee shall be Ten Thousand Dollars ($10,000);
• (j) you (and your transferring Owners) must sign a general release, in form satisfactory to us, of any and all claims against us, our Affiliates, and our shareholders, officers, directors, employees and agents;
• (k) we must review the material terms and conditions of such transfer and determine that the price and terms of payment will not adversely affect the transferee's operation of the Petro Center;

Source: Item 14 — Other investments (FDD pages 131–208)