What instruments am I required to deliver at the closing of the sale of my All County business to All County?
All_County Franchise · 2025 FDDAnswer from 2025 FDD Document
23.6.7. Instruments. At the closing, you agree to deliver instruments transferring:
23.6.7.1. good and merchantable title to the assets purchased, free and clear of all liens and encumbrances (other than liens and security interests acceptable to us), with all sales and other transfer taxes paid by you; and
23.6.7.2. all licenses and permits of the Business which may be assigned or transferred; and
23.6.7.3. the leasehold interest in the Location and improvements thereon.
23.6.8. Escrow. If you cannot deliver clear title to all of the purchased assets, or if there are other unresolved issues, the closing of the sale will, at our election, be accomplished through an escrow arrangement with an independent escrow agent selected by us.
23.6.9. Releases. You and your owners agree to execute general releases, in form satisfactory to us, of any and all claims against us and our shareholders, officers, directors, employees, agents, successors and assigns.
Source: Item 23 — Receipts (FDD pages 43–157)
What This Means (2025 FDD)
According to All County's 2025 Franchise Disclosure Document, when you sell your All County franchise back to All County, you must deliver certain instruments at the closing to transfer ownership. These instruments include documentation that transfers good and merchantable title to the assets being purchased. This title must be free and clear of all liens and encumbrances, except those acceptable to All County, and you are responsible for paying all sales and other transfer taxes.
You must also transfer all licenses and permits associated with the business that can be assigned or transferred to All County. Additionally, you need to transfer the leasehold interest in the location of the business, including any improvements made to the property.
If you cannot provide a clear title to all purchased assets or if there are unresolved issues, All County has the option to complete the sale through an escrow arrangement. In this case, an independent escrow agent selected by All County will manage the closing process. Furthermore, you and your owners will be required to sign general releases, in a form satisfactory to All County, releasing any claims against All County and its affiliates.