What representations and warranties are All County entitled to receive from the seller when exercising its right of first refusal?
All_County Franchise · 2025 FDDAnswer from 2025 FDD Document
20.9.4. we are entitled to receive, and you and your owners agree to make, all customary representations and warranties given by the seller of the assets of a business or the capital stock of an incorporated business, as applicable, including, without limitation, representations and warranties as to:
20.9.4.1. ownership and condition of and title to stock or other forms of ownership interest and/or assets;
20.9.4.2. liens and encumbrances relating to the stock or other ownership interest and/or assets; and
20.9.4.3. validity of contracts and the liabilities, contingent or otherwise, of the corporation whose stock is being purchased.
Source: Item 23 — Receipts (FDD pages 43–157)
What This Means (2025 FDD)
According to All County's 2025 Franchise Disclosure Document, when All County exercises its right of first refusal, it is entitled to receive all customary representations and warranties given by the seller of the assets of a business or the capital stock of an incorporated business. These include representations and warranties regarding the ownership, condition, and title to stock or other forms of ownership interest and/or assets.
Additionally, All County is entitled to representations and warranties concerning liens and encumbrances relating to the stock or other ownership interest and/or assets. This ensures that All County is aware of any existing claims or debts against the assets or stock they are purchasing.
Finally, All County is entitled to representations and warranties regarding the validity of contracts and the liabilities, contingent or otherwise, of the corporation whose stock is being purchased. This provision protects All County from inheriting unforeseen legal or financial obligations of the business they are acquiring.