What condition must the title to the assets purchased be in at the closing of the All County business purchase?

According to All County's 2025 Franchise Disclosure Document, when All County exercises its option to purchase a franchise location, the title to the assets purchased must be good and merchantable, free and clear of all liens and encumbrances (excluding those acceptable to All County). Additionally, the franchisee is responsible for paying all sales and other transfer taxes associated with the asset transfer.

This condition protects All County by ensuring they receive unencumbered ownership of the business assets if they choose to purchase the franchise back. It also clarifies the franchisee's responsibility for covering any taxes related to the transfer of ownership. This is a fairly standard clause in franchise agreements, as franchisors typically want to ensure a clean transfer of assets if they repurchase a franchise location.

If the franchisee cannot deliver clear title to all purchased assets or if there are other unresolved issues, the closing of the sale will be accomplished through an escrow arrangement with an independent escrow agent selected by All County, at All County's election. This provides a mechanism to resolve any title issues or other disputes before the sale is finalized, adding a layer of security for All County.