What representation and warranty does the Guarantor make to Ben Jerrys regarding prohibited transactions?

According to Ben Jerrys's 2025 Franchise Disclosure Document, the Guarantor makes a specific representation and warranty to Ben Jerrys concerning prohibited transactions. The Guarantor assures Ben Jerrys that neither the Guarantor, including their employees, directors, officers, and representatives, nor the funding sources for the Guarantor or its affiliates, are individuals or entities with whom Ben Jerrys or its affiliates are legally prohibited from conducting business. This warranty ensures that the financial backers and the Guarantor themselves are not on any restricted lists that would prevent Ben Jerrys from engaging in transactions with them.

This representation is crucial for Ben Jerrys as it protects the company from potential legal and reputational risks associated with transacting with prohibited parties. By obtaining this warranty, Ben Jerrys aims to ensure compliance with all applicable laws and regulations, safeguarding its business operations and maintaining its integrity. The warranty also extends to the Guarantor's affiliates, further minimizing the risk of indirect involvement with prohibited entities.

For a prospective Ben Jerrys franchisee, this clause highlights the importance of ensuring that any financial backers or guarantors they involve in their franchise operation are fully compliant with all relevant regulations. It also underscores Ben Jerrys's commitment to maintaining ethical and legal standards in its business dealings. Franchisees should carefully review this section of the franchise agreement and seek legal counsel to fully understand their obligations and the implications of this warranty.