How long does Annex Brands have to prepare for closing if it exercises its right of first refusal?
Annex_Brands Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisor will have the right, for the term of the Franchise granted under this Agreement plus 1 year, exercisable by written notice given to Franchisee or its owners within 30 days from the date of delivery of an exact copy of the offer to Franchisor, to purchase the interest in the Franchise, the Center or this Agreement, or the ownership interest in Franchisee for the price and on the terms and conditions contained in the offer.
Franchisor's credit will be deemed equal to that of any proposed purchaser, and Franchisor will be entitled to all warranties, closing documents, and post-closing indemnifications as it may require.
Franchisor may substitute cash for any form of payment proposed in the offer and will have not less than 60 days to prepare for closing.
If Franchisor does not exercise its right of first refusal, Franchisee or its owners may complete the sale to the purchaser under and in compliance with the offer submitted to Franchisor, subject to Franchisor's approval of the purchaser as provided in Subsections 13.B and 13.C of this Agreement.
If the sale to the purchaser is not completed within 120 days after delivery of the offer to Franchisor, or there is a material change in the terms and conditions of the sale, Franchisor will again have the right of first refusal provided in this Subsection 13.H.
Source: Item 22 — Contracts (FDD pages 109–110)
What This Means (2025 FDD)
According to Annex Brands's 2025 Franchise Disclosure Document, if a franchisee decides to sell their interest in the franchise, the Center, or the Franchise Agreement, Annex Brands has the right of first refusal to purchase the interest. If Annex Brands decides to exercise this right, they must provide written notice to the franchisee within 30 days of receiving a copy of the offer.
Annex Brands has a specified timeframe to prepare for closing the purchase. Specifically, Annex Brands will have no less than 60 days to prepare for closing. Additionally, Annex Brands can substitute cash for any proposed payment method in the offer and is entitled to warranties, closing documents, and post-closing indemnifications.
If Annex Brands chooses not to exercise its right of first refusal, the franchisee can proceed with the sale to the original purchaser, subject to Annex Brands's approval. However, if the sale is not completed within 120 days after the offer was delivered to Annex Brands, or if there are material changes to the terms of the sale, Annex Brands will have the right of first refusal again.