What constitutes a bona fide offer for Anago's right of first refusal?
Anago Franchise · 2025 FDDAnswer from 2025 FDD Document
If Subfranchisor or any of its owners desire to engage in a transfer as described in paragraph (a) above, except a transfer to a wholly owned entity as described in paragraph (b) above, the transferor must submit to Franchisor, in writing, a bone fide written offer (an "Offer") signed by the proposed transferee reflecting the terms and conditions of any such proposed transfer, including the name or names of the entity or person desiring to purchase such interests, the price, and a description of the proposed transaction.
Franchisor may, in its discretion, declare that any Offer under which the proposed transferee has not paid the transferor an earnest money deposit of at least 5% of the proposed price is not a bona fide Offer.
Franchisor will have 30 days from its receipt of a copy of the signed Offer to notify Subfranchisor of its intent to purchase the interests to be transferred on the same terms and conditions as set forth in the Offer.
If Franchisor elects to exercise its right of first refusal, it will have 60 days to close on the purchase.
If Franchisor declines or does not timely elect to exercise its right of first refusal, then the parties may proceed with the transfer only after receiving Franchisor's consent as described in paragraph (a) of this Section and in Section 7.3 below.
If, however, the transfer is not completed as and, on the terms, described in the Offer within 60 days of Franchisor's notice that it will not exercise its right of first refusal (or the expiration of Franchisor's right to exercise), Franchisor shall be afforded another 30 days to exercise its right of first refusal.
Source: Item 23 — RECEIPTS (FDD pages 62–298)
What This Means (2025 FDD)
According to Anago's 2025 Franchise Disclosure Document, a bona fide offer related to the right of first refusal must be a written offer signed by the proposed transferee. This offer needs to detail the terms and conditions of the proposed transfer, including the names of the parties involved, the price, and a description of the transaction.
Anago, at its discretion, may determine that an offer is not bona fide if the proposed transferee has not provided an earnest money deposit of at least 5% of the proposed purchase price to the transferor. Anago has 30 days from receiving the signed offer to notify the subfranchisor of its intent to purchase the interests under the same terms and conditions as the offer.
If Anago chooses to exercise its right of first refusal, it then has 60 days to finalize the purchase. Should Anago decline or fail to timely exercise its right, the parties can proceed with the transfer only after obtaining Anago's consent, as described in the agreement. However, if the transfer is not completed within 60 days of Anago's notice of non-exercise, Anago is granted another 30 days to exercise its right of first refusal.