Does the Guaranty of Performance cover all obligations under each Anago Subfranchise Rights Agreement?
Anago Franchise · 2025 FDDAnswer from 2025 FDD Document
een willing to execute the Franchise Agreement with SUBFRANCHISOR solely on SUBFRANCHISOR be personally obligated SUBFRANCHISOR (and with each other owner of SUBFRANCHISOR) for the performance of each and every obligation of SUBFRANCHISOR (and its owners) under the Franchise Agreement, any amendments or modifications to the Franchise Agreement, any extensions or renewals of the Franchise Agreement, and under each and every agreement ancillary to the Franchise Agreement that has been or hereafter may be entered by SUBFRANCHISOR with FRANCHISOR or with FRANCHISOR's affiliates related to the Franchise Agreement or the business conducted by SUBFRANCHISOR pursuant thereto (all of the aforementioned agreements are collectively referred to as the "Anago Agreements"). | You the condition that each owner of and jointly and severally liable with |
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- GUARANTOR'S Covenants, Representations and Guaranty. In consideration of and as an inducement to the execution of the Franchise Agreement by FRANCHISOR, you hereby personally, irrevocably and unconditionally:
- a. represent and warrant to FRANCHISOR that the exhibits/attachments to the Franchise Agreement are accurate and complete;
- b. guarantee the prompt payment and performance of all Obligations (as hereinafter defined) of SUBFRANCHISOR under the Anago Agreements;
- c. agree to be personally bound by, and personally liable for the breach of, each and every provision in the Franchise Agreement and each and every provision in any of the Anago Agreements, as if you were the SUBFRANCHISOR; and
d. agree not to divert any assets to other parties in order to avoid any debt covered by this Guaranty.
The term "Obligations" means the payment of all debts, liabilities and obligations of SUBFRANCHISOR to FRANCHISOR arising under the Anago Agreements, whether direct, indirect, absolute, contingent, matured or unmatured, extended or renewed, wherever and however incurred, together with all costs of collection, compromise and enforcement, including reasonable attorneys' fees, and the prompt performance of each and every covenant, agreement and condition set forth in any of the Anago Agreements.
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- Waivers by GUARANTOR. You hereby waive:
- a.
Source: Item 21 — FINANCIAL STATEMENTS (FDD page 62)
What This Means (2025 FDD)
According to Anago's 2025 Franchise Disclosure Document, the Guaranty covers the obligations of the subfranchisor under the Anago Agreements. Specifically, the guarantor agrees to guarantee the prompt payment and performance of all obligations of the subfranchisor arising under the Anago Agreements. These obligations include all debts, liabilities, and the performance of every covenant, agreement, and condition set forth in any of the Anago Agreements. This means that the guarantor is responsible for ensuring the subfranchisor meets all financial and operational requirements outlined in the agreements.
The Guarantor also agrees to be personally bound by and liable for any breach of the provisions in the Franchise Agreement and any of the Anago Agreements, as if they were the subfranchisor. This personal liability extends to all debts, liabilities, and obligations of the subfranchisor to the franchisor. The guarantor also agrees not to divert assets to avoid debts covered by the Guaranty.
The guarantor waives several rights, including the right to require Anago to first bring an action against the subfranchisor before pursuing the guarantor. The guarantor's liability is construed as absolute, unconditional, continuing, and unlimited, regardless of the validity or enforceability of the obligations or any modifications or releases. This ensures that Anago has a direct and reliable recourse for any failures by the subfranchisor to meet their obligations under the Anago Agreements. This Guaranty remains in effect even with extensions, modifications, or amendments to the Franchise Agreement or other Anago Agreements, providing Anago with continuous protection.