Under what circumstances is the assigning or transferring party required to indemnify a released party in relation to Amorino?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
omission, including reasonable attorneys' fees.
RELEASOR:
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- 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 22 — CONTRACTS (FDD pages 80–81)
What This Means (2025 FDD)
According to Amorino's 2025 Franchise Disclosure Document, the assigning or transferring party is required to indemnify a released party under specific circumstances related to claims, rights, demands, obligations, debts, guarantees, or causes of action.
Specifically, if the assigning party represents and warrants that they have not assigned or transferred any portion of a claim, right, demand, obligation, debt, guarantee, or cause of action to another party, firm, or entity, and it turns out that such an assignment, transfer, or subrogation has purportedly occurred, the assigning or transferring party is obligated to indemnify and hold harmless the released party. This indemnification covers any claim, demand, or suit made against the released party due to the purported assignment, transfer, or subrogation.
This obligation includes covering reasonable costs and attorneys' fees incurred in connection with defending against such claims, demands, or suits. Importantly, the agreement specifies that payment to the claimant is not a prerequisite for recovery under this indemnification clause, meaning the released party can seek indemnification even before making an actual payment to the claimant.