Common use of ASSIGNMENT AND TRANSFER BY OPERATOR Clause in Contracts

ASSIGNMENT AND TRANSFER BY OPERATOR. 17.01 Operator may not transfer or assign this Agreement or any of Operator rights, duties or obligations hereunder and Operator's interest in the real property and improvements, in whole or in part, without first offering the same to ARCO. The offer must be in writing and must specify the total purchase price, including a breakdown of the amount for real property, equipment and goodwill, with copies of purchase and sale agreements and leases associated with the real property, improvements and equipment and must also include the name and address of the proposed buyer. The offer will not have been made until the foregoing information is received by ARCO. ARCO shall have 30 days from receipt of the complete written offer to accept the offer by agreeing in writing to pay the total purchase price minus the amount of the transfer fee payable to ARCO in the event of an assignment to a third party. If ARCO does not accept the offer within 30 days, operator may assign to a third party subject to ARCO's prior written consort. If Operator offers a lower price or more favorable terms which have the effect of a lower price to the third party, ARCO's right of first refusal shall be triggered again and Operator must make the offer to ARCO. If Operator's proposed assignee has not enrolled in the next available training school within 90 days after making the original offer to ARCO, the request assignment will be considered abandoned by the Operator. A further request for assignment will again trigger the right of first refusal. If the assignment has not been completed within 210 days after making the original offer to ARCO, the request for assignment will be considered abandoned by the operator. Any further request for assignment will again trigger the right of first refusal. All communications between ARCO and Operator with regard to the assignment, right of first refusal, offers, withdrawals, changes in terms and acceptances must be in writing. In any event, Operator may not assign this Agreement and Operator's interest in the real property and improvements without the prior written consent of ARCO, which consent shall not be unreasonably withheld. In order to allow ARCO adequate time to process an assignment request, any such request for ARCO's consent to an assignment received 45 days or less before the expiration of the Store Agreement shall be considered for a subsequent Store Agreement between Operator and ARCO, if such subsequent Agreement has been offered and accepted by the parties, and shall be in compliance with the provisions of such subsequent Agreement. Prior to giving its written consent, ARCO has the right to review or audit Operator's business records, including but not limited to those relating to the value of inventories at cost, and ARCO shall consider, among other things, the qualifications, character, apparent ability and creditworthiness of the proposed transferee and such other factors as ARCO deems appropriate, including but not limited to the following: