Under what conditions does the Guarantee of Performance for Auntie Annes continue?
Auntie_Annes Franchise · 2024 FDDAnswer from 2024 FDD Document
For value received, GoTo Foods Systems LLC, a Delaware limited liability company (the "Guarantor"), located at 5620 Glenridge Drive NE, Atlanta, Georgia 30342, absolutely and unconditionally guarantees to assume the duties and obligations of Auntie Anne's Franchisor SPV LLC, located at 5620 Glenridge Drive NE, Atlanta, Georgia 30342 (the "Franchisor"), under its franchise registration in each state where the franchise is registered, and under its Franchise Agreement identified in its 2024 Franchise Disclosure Document, as it may be amended, and as that Franchise Agreement may be entered into with franchisees and amended, modified or extended from time to time. This Guarantee continues until all such obligations of the Franchisor under its franchise registrations and the Franchise Agreement are satisfied or until the liability of Franchisor to its franchisees under the Franchise Agreement has been completely discharged, whichever first occurs. The Guarantor is not discharged from liability if a claim by a franchisee against the Franchisor remains outstanding. Notice of acceptance is waived. The Guarantor does not waive receipt of notice of default on the part of the Franchisor. This guarantee is binding on the Guarantor and its successors and assigns.
Source: Item 23 — RECEIPTS (FDD pages 106–366)
What This Means (2024 FDD)
According to Auntie Anne's 2024 Franchise Disclosure Document, the Guarantee of Performance issued by GoTo Foods Systems LLC remains in effect under specific conditions related to the obligations of Auntie Anne's Franchisor SPV LLC. The guarantee ensures that GoTo Foods Systems LLC will fulfill the duties and obligations of Auntie Anne's Franchisor SPV LLC under its franchise registration in each state where the franchise is registered and under the Franchise Agreement.
The Guarantee of Performance remains active until all obligations of Auntie Anne's Franchisor SPV LLC under its franchise registrations and the Franchise Agreement are fully satisfied. Alternatively, it continues until the liability of Auntie Anne's Franchisor SPV LLC to its franchisees under the Franchise Agreement has been completely discharged, whichever event occurs first.
Importantly, the guarantee specifies that GoTo Foods Systems LLC is not released from liability if a franchisee's claim against Auntie Anne's Franchisor SPV LLC remains outstanding. This provision ensures that franchisees retain the protection of the guarantee even if they have ongoing claims against the franchisor. The guarantee is binding on GoTo Foods Systems LLC and its successors and assigns, providing a continued assurance of performance for the benefit of Auntie Anne's franchisees.