What happens to the Studio's licenses and permits during the closing of Beem Light Sauna's asset purchase?
Beem_Light_Sauna Franchise · 2025 FDDAnswer from 2025 FDD Document
At the closing, you agree to deliver instruments transferring to us: (x) good and merchantable title to the Purchased Assets, free and clear of all liens and encumbrances (other than liens and security interests acceptable to us), with all sales and transfer taxes paid by you; and (y) all of the Studio's licenses and permits which may be assigned or transferred.
If you cannot deliver clear title to all of the Purchased Assets, or if there are other unresolved issues, the sale will be closed through an escrow.
You and your Owners further agree to sign general releases, in a form satisfactory to us, of any and all claims (to the extent permitted by Applicable Laws) against us, our Affiliates, and our and their respective owners, officers, directors, employees, agents, representatives, successors, and assigns.
Source: Item 23 — RECEIPT (FDD pages 71–230)
What This Means (2025 FDD)
According to Beem Light Sauna's 2025 Franchise Disclosure Document, as part of the closing conditions for the asset purchase, the franchisee must deliver instruments that transfer good and merchantable title to the purchased assets, free of liens and encumbrances approved by Beem Light Sauna, with all sales and transfer taxes paid by the franchisee. Additionally, the franchisee must transfer all of the Studio's licenses and permits that are assignable or transferable to Beem Light Sauna.
This means that if Beem Light Sauna exercises its option to purchase the assets of a Studio, the franchisee is responsible for ensuring that the assets are free of any financial claims (liens) and that all applicable taxes related to the sale are paid. Furthermore, the franchisee must transfer any licenses and permits associated with the Studio's operation to Beem Light Sauna, provided these licenses and permits can be legally assigned or transferred.
If the franchisee cannot provide a clear title to all purchased assets or if there are unresolved issues, the sale will be closed through an escrow account. The franchisee and their owners must also sign general releases, in a form satisfactory to Beem Light Sauna, releasing any claims against Beem Light Sauna and its affiliates, to the extent permitted by applicable laws. This ensures a clean transfer of assets and minimizes potential future legal issues for Beem Light Sauna.