Does the indemnification agreement for Amorino require payment to the claimant as a condition precedent to recovery?

According to Amorino's 2025 Franchise Disclosure Document, the indemnification agreement does not require payment to the claimant as a condition precedent to recovery. Specifically, the agreement states that if a claim, demand, or suit is made against a released party due to an assignment, transfer, or subrogation, the assigning or transferring party must indemnify and hold the released party harmless. This protection extends to costs and attorneys' fees incurred in connection with the claim.

However, the critical point is that the indemnification and hold harmless agreement explicitly states that it "shall not require payment to such claimant as a condition precedent to recovery under this paragraph." This means that Amorino is not obligated to pay the claimant before seeking recovery or indemnification from the assigning or transferring party.

This clause is favorable for Amorino, as it allows them to pursue recovery without first having to disburse funds to the claimant. This can help Amorino manage its cash flow and reduce its financial risk in the event of a claim. Prospective franchisees should carefully review the indemnification provisions to fully understand their rights and obligations.