Can All County assign its option to purchase the All County business?
All_County Franchise · 2025 FDDAnswer from 2025 FDD Document
- 23.6.1. Exercise of Option. Upon termination or expiration of this Agreement in accordance with its terms and conditions or your termination of this Agreement without cause, we have the option, exercisable by giving written notice to you within sixty (60) days from the date of such termination or expiration, to purchase the Business from you, including the leasehold rights to the Location, free and clear of all liens, restrictions or encumbrances. (The date on which we notify you whether or not we are exercising our option is referred to in this Agreement as the "Notification Date.") We have the unrestricted right to assign this option to purchase the Business. We will be entitled to all customary warranties and representations in connection with our asset purchase, including, without limitation, representations and warranties as to ownership and condition of and title to assets; liens and encumbrances on assets; validity of contracts and agreements; and liabilities affecting the assets, contingent or otherwise.
- 23.6.2. Leasehold Rights. You agree, at our election, to assign your leasehold interest in the Location to us or, to enter into a sublease for the remainder of the lease term on the same terms (including renewal options) as the prime lease.
- 23.6.3. Purchase Price. The purchase price for the Business will be its fair market value, determined in a manner consistent with reasonable depreciation of the Business' equipment, signs, inventory, materials and supplies, provided that the Business will be valued as an independent business and its value will not include any value for the Franchise or any rights granted by this Agreement; the Marks; or participation in the network of ALL COUNTY® businesses. The length of the remaining term of the lease for the Location will also be considered in determining the Business' fair market value.
Source: Item 23 — Receipts (FDD pages 43–157)
What This Means (2025 FDD)
According to All County's 2025 Franchise Disclosure Document, All County has the unrestricted right to assign its option to purchase the business. This option becomes exercisable upon the termination or expiration of the Franchise Agreement, or if the franchisee terminates the agreement without cause. All County must provide written notice within sixty (60) days from the date of termination or expiration to exercise this option. The date All County notifies the franchisee of their decision is referred to as the "Notification Date."
If All County exercises its option to purchase the business, the purchase will include the leasehold rights to the location, free and clear of all liens, restrictions, or encumbrances. All County is entitled to customary warranties and representations related to the asset purchase, covering aspects such as ownership, condition, title to assets, liens, encumbrances, validity of contracts, and liabilities.
Furthermore, All County has the option to have the franchisee assign the leasehold interest in the location to them or enter into a sublease for the remainder of the lease term under the same terms as the original lease. The purchase price for the business will be based on its fair market value, determined by considering reasonable depreciation of equipment, signs, inventory, materials, and supplies, valuing the business as an independent entity without including any value for the franchise, marks, or rights granted by the agreement. The remaining term of the lease will also factor into determining the business's fair market value.