What is the Assignor required to do to ensure the effectiveness of the assignment of telephone numbers for a Benihana restaurant?
Benihana Franchise · 2024 FDDAnswer from 2024 FDD Document
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- The conditional agreement will become effective, at BNC's option, automatically upon termination or expiration of the Franchise Agreement entered into by and between Assignor and BNC for the operation of the Restaurant. Upon the occurrence of either condition, Assignor must do all things required by the telephone company to assure the effectiveness of the assignment of telephone numbers as if the BNC had been originally issued such telephones, telephone numbers, telephone listings and the usage thereof.
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- Assignor agrees to pay the listing company on or before the effective date of assignment all amounts owed for the use of the Franchisee's Listings, including, without limitation, Yellow Pages advertising. Assignor further agrees to indemnify BNC for any sums BNC must pay any listing company to effectuate this Assignment and agrees to fully cooperate with the listing companies and BNC in effectuating this Assignment.
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- Without limiting the generality of the foregoing, Assignor agrees and acknowledges that as between BNC and Assignor, upon termination or expiration of the Franchise Agreement, BNC will have the sole right to and interest in the Franchisee's Listings, and Assignor appoint BNC as its true and lawful attorney-in-fact to direct the listing agencies to assign the same to BNC, and execute such documents and take such actions as may be necessary to effectuate the assignment. Upon such event, Assignor will immediately notify the listing agencies to assign the Listings to BNC; Assignor also agrees not to utilize any call forwarding messages referring to another number. If Assignor fails to promptly direct the listing agencies to assign the Franchisee Listings to BNC, BNC will direct the listing agencies to effectuate the assignment contemplated under this Agreement, to BNC.
Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION LIST OF OUTLETS (FDD pages 67–72)
What This Means (2024 FDD)
According to Benihana's 2024 Franchise Disclosure Document, the assignor, who is the franchisee, must take specific actions to ensure the smooth transfer of telephone numbers and listings to Benihana National Corp (BNC) upon termination or expiration of the franchise agreement. This conditional agreement becomes effective automatically at BNC's discretion when the franchise agreement ends.
To ensure the effectiveness of the assignment, the franchisee must fulfill all requirements stipulated by the telephone company. This includes actions necessary to transfer the telephone numbers and listings as if BNC were the original subscriber. The franchisee is also responsible for settling all outstanding payments to the listing company for the use of franchisee listings, including Yellow Pages advertising, before the assignment's effective date.
Furthermore, the franchisee must indemnify BNC for any expenses BNC incurs to facilitate the assignment with the listing company. The franchisee is obligated to fully cooperate with both the listing companies and BNC during the assignment process. The franchisee must also notify the listing agencies to assign the listings to BNC immediately upon termination or expiration of the Franchise Agreement and must not use call forwarding to another number. Failure to promptly direct the listing agencies allows BNC to directly instruct the listing agencies to effectuate the assignment.