What representation does the Releasor make regarding the assignment or transfer of claims in the Alloy FDD?
Alloy Franchise · 2025 FDDAnswer from 2025 FDD Document
- Releasor hereto represents and warrants that no portion of any claim, right, demand, obligation, debt, guarantee, or cause of action released hereby has been assigned or transferred by Releasor party to any other party, firm or entity in any manner including, but not limited to, assignment or transfer by subrogation or by operation of law. In the event that any claim, demand or suit shall be made or institute against any released party because of any such purported assignment, transfer or subrogation, the assigning or transferring party agrees to indemnify and hold such released party free and harmless from and against any such claim, demand or suit, including reasonable costs and attorneys' fees incurred in connection therewith. It is further agreed that this indemnification and hold harmless agreement shall not require payment to such claimant as a condition precedent to recovery under this paragraph.
Source: Item 23 — RECEIPTS (FDD pages 69–245)
What This Means (2025 FDD)
According to the 2025 Alloy Franchise Disclosure Document, the Releasor warrants that they have not assigned or transferred any portion of any claim, right, demand, obligation, debt, guarantee, or cause of action released. This representation ensures that the release being provided is valid and that no other party has a prior claim to the rights being released. This is a standard legal protection for the released party.
Furthermore, the Releasor agrees to indemnify and hold harmless the released party from any claims, demands, or suits that may arise due to any purported assignment, transfer, or subrogation. This means that if someone brings a claim against the released party based on an alleged prior assignment or transfer by the Releasor, the Releasor will cover the costs and legal fees associated with defending against that claim. This indemnification agreement does not require the released party to make any payments to the claimant before seeking recovery from the Releasor.
This provision protects Alloy from dealing with third-party claims arising from the franchisee's actions. It ensures Alloy can rely on the release agreement without worrying about hidden assignments or transfers of claims. This type of clause is common in franchise agreements to allocate risk and ensure clarity regarding who is responsible for potential liabilities.