What is the All County franchisee's obligation regarding the condition of the assets being purchased by All County?
All_County Franchise · 2025 FDDAnswer from 2025 FDD Document
er, employee in a management or sales capacity, consultant, representative or agent or in any other capacity in any Competitive Business operating or providing services within your Territory or within 50 miles of any point on the outer perimeter of your Territory. You are prohibited from selling or transferring any of the accounts or clients of the Business to anyone except to another All County® business that has been approved in writing by us or to us or our designees.
- 23.5. Commencement by Order. If it becomes necessary to enforce the Covenant Not to Compete by court order, we will seek to enjoin competition for two years from the date of issuance of the order. You and your owners expressly acknowledge that you possess skills and abilities of a general nature and have other opportunities for exploiting such skills. Consequently, enforcement of the covenants made in this Article will not deprive you of your personal goodwill or ability to earn a living.
23.6. Our Rights to Purchase the Business.
- 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.
Source: Item 23 — Receipts (FDD pages 43–157)
What This Means (2025 FDD)
According to All County's 2025 Franchise Disclosure Document, if the franchise agreement is terminated or expires, All County has the option to purchase the business from the franchisee. As part of this purchase, All County is entitled to customary warranties and representations about the assets. This includes assurances regarding the ownership, condition, and title to the assets, as well as any liens or encumbrances affecting them.
In practical terms, this means that if All County exercises its option to buy back the business, the franchisee must provide warranties confirming they have clear ownership of the assets, that the assets are in good condition, and that there are no outstanding liens or encumbrances against them. These warranties protect All County from inheriting any hidden liabilities or disputes related to the assets they are purchasing. The franchisee is essentially guaranteeing the quality and legality of the assets being transferred.
All County has the right to exclude assets that are not reasonably necessary for the business's operation or that do not meet All County's standards. The purchase price will reflect these exclusions. Additionally, if the franchisee cannot deliver clear title to all purchased assets or if there are unresolved issues, the closing of the sale may be accomplished through an escrow arrangement with an independent escrow agent selected by All County. This protects All County and ensures a smooth transfer of assets, free from legal complications.
Overall, this clause ensures that All County can reacquire a franchise location with confidence, knowing that the assets are in good condition and free from legal issues. It places the responsibility on the franchisee to maintain the assets properly and to provide accurate representations about their condition upon the sale of the business back to All County.