Does the Amorino franchise agreement allow Amorino to sell its assets?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
15. TRANSFER OF INTEREST
A. Transfer by Amorino.
- (1) We shall have the right to transfer or assign all or any part of our rights or obligations in this Agreement to any person or Business Entity, provided that, with respect to any assignment resulting in the subsequent performance by the assignee of our obligations under this Agreement, the assignee (a) shall, at the time of the assignment, be capable of performing such obligations, and (b) shall expressly assume and agree to perform such obligations from the date of assignment.
- (2) Without limiting our rights as set forth in Section 15.A(1), you expressly affirm and agree that we may now or any time in the future:
- a. sell our assets, the Proprietary Products, our rights to the Proprietary Marks, the Copyrighted Materials, or the System;
- b. engage in a public offering or private placement of some or all of our securities;
- c. merge with or acquire other Business Entities, or be acquired by
Source: Item 22 — CONTRACTS (FDD pages 80–81)
What This Means (2025 FDD)
According to the 2025 Amorino Franchise Disclosure Document, Amorino has the right to sell its assets. Specifically, Amorino can sell its assets, the Proprietary Products, its rights to the Proprietary Marks, the Copyrighted Materials, or the System.
This provision in the franchise agreement allows Amorino to make significant changes to its business, including potentially transferring ownership or control of key assets and intellectual property. For a franchisee, this means that the brand, products, and systems they rely on could change hands.
While Amorino has broad rights to sell these assets, the agreement stipulates conditions that protect franchisees. Any assignment resulting in the subsequent performance by the assignee of Amorino's obligations requires that the assignee be capable of performing such obligations at the time of assignment and expressly assume and agree to perform such obligations from the date of assignment. This ensures that any new owner is qualified and committed to maintaining the franchise system. Additionally, Amorino retains the right to engage in various financial and business restructuring activities, provided that acquired businesses do not use Amorino's Proprietary Marks or characteristics after the purchase, merger, acquisition, or affiliation.