What does each Guarantor personally and unconditionally guarantee to the Amorino Franchisor?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
Each Guarantor hereby consents and agrees that:
- (a)Guarantor's liability under this undertaking shall be direct, immediate, and independent of the liability of, and shall be joint and several with, Franchisee and the other owners of Franchisee;
- (b)Guarantor shall render any payment or performance required under the Agreement upon demand if Franchisee fails or refuses punctually to do so;
- (c)this liability will not be contingent or conditioned upon our pursuit of any remedies against Franchisee or any other person;
- (d)this liability shall not be diminished, relieved or otherwise affected by any extension of time, credit, or other indulgence which Franchisor may grant to Franchisee or to any other person, including the acceptance of any partial payment or performance, or the compromise or release of any claims (including the release of other Guarantors), none of which shall in any way modify or amend this Guaranty, which shall be continuing and irrevocable during the term of the Agreement, for so long as any performance is or might be owed under the Agreement by Franchisee or its owners, and for so long as Franchisor has any cause of action against Franchisee or its owners;
- (e)this Guaranty will continue in full force and effect for (and as to) any extension or modification of the Agreement and despite the transfer of any interest in the Agreement or Franchisee, and
- (f) each Guarantor waives notice of any and all renewals, extensions, modifications, amendments, or transfers;
- (g)upon our request, Guarantor must submit to Franchisor suitable credit and information to allow Franchisor to make a reasonable decision as to the Guarantor's creditworthiness and financial position including, without limitation, a personal net worth statement and such other
information which would reasonably be considered relevant to Franchisor in determining whether or not Guarantor has the ability to satisfy their obligations under this Guaranty;
- (h)this Guarantor will continue unchanged by the occurrence of any bankruptcy with respect to Franchisee or any assignee or successor of Franchisee or by any abandonment of the Agreement by a trustee of Franchisee. Neither Guarantor's obligations to make payment or render performance in accordance with the terms of this undertaking nor any remedy for enforcement shall be impaired, modified, changed, released or limited in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of Franchisee or its estate in bankruptcy or of any remedy for enforcement, resulting from the operation of any present or future provision of the U.S. Bankruptcy Act or other statute, or from the decision of any court or agency;
- (i) Franchisor may proceed against Guarantor and Franchisee jointly and severally, or Franchisor may, at its option, proceed against any number of Guarantors, without having commenced any action, or having obtained any judgment against Franchisee or any other Guarantor. Guarantor hereby waives the defense of the statute of limitations in any action hereunder or for the collection of any indebtedness or the performance of any obligation hereby guaranteed;
- (j) Guarantor agrees to pay all reasonable attorneys' fees and all costs and other expenses incurred in any collection or attempt to collect amounts due pursuant to this undertaking or any negotiations relative to the obligations hereby guaranteed or in enforcing this undertaking against Guarantor; and
- (k)Guarantor is bound by the restrictive covenants, confidentiality provisions, posttermination obligations, and indemnification provisions contained in the Agreement.
Each Guarantor waives: (1) all rights to payments and claims for reimbursement or subrogation which any of the undersigned may have against Franchisee arising as a result of the undersigned's execution of and performance under this Guaranty; and (2) acceptance and notice of acceptance by Franchisor of Guarantor's undertakings under this Guaranty, notice of demand for payment of any indebtedness or non- performance of any obligations hereby guaranteed, protest and notice of default to any party with respect to the indebtedness or nonperformance of any obligations hereby guaranteed, and any other notices to which Guarantor may be entitled.
Source: Item 22 — CONTRACTS (FDD pages 80–81)
What This Means (2025 FDD)
According to Amorino's 2025 Franchise Disclosure Document, each Guarantor provides a direct, immediate, and independent guarantee, jointly and severally with the franchisee and other owners. This means that if the franchisee fails to meet their obligations, the Guarantor is immediately responsible for fulfilling them.
The Guarantor must make any payment or performance required under the agreement if the franchisee doesn't, and Amorino is not required to first pursue remedies against the franchisee or any other person. The Guarantor's liability isn't affected by any extensions of time, credit, or other allowances Amorino might grant to the franchisee. This guarantee remains in effect during any extensions or modifications of the agreement, even if there's a transfer of interest in the agreement or the franchisee.
Each Guarantor waives their rights to payments and claims for reimbursement against the franchisee resulting from their obligations under the guarantee. They also waive notices related to acceptance of the guarantee and demands for payment. Additionally, the Guarantor is bound by the restrictive covenants, confidentiality provisions, post-termination obligations, and indemnification provisions outlined in the Franchise Agreement. Upon request, the guarantor must submit credit and information that would allow Amorino to make a reasonable decision as to the Guarantor's creditworthiness and financial position including, without limitation, a personal net worth statement and such other information which would reasonably be considered relevant to Franchisor in determining whether or not Guarantor has the ability to satisfy their obligations under this Guaranty.
This comprehensive guarantee ensures that Amorino has recourse to the Guarantor's assets and financial standing should the franchisee default, providing a significant layer of financial security for the franchisor. The guarantor also agrees to pay all reasonable attorneys' fees and all costs and other expenses incurred in any collection or attempt to collect amounts due pursuant to this undertaking or any negotiations relative to the obligations hereby guaranteed or in enforcing this undertaking against Guarantor.