What assets are being transferred in the Beverly Anns Cookie Bill of Sale?
Beverly_Anns_Cookie Franchise · 2025 FDDAnswer from 2025 FDD Document
The Parties, intending to be legally bound, agree as follows:
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- For true and lawful consideration, the sufficiency of which is hereby acknowledged, Franchisee hereby sells, assigns, transfers, conveys and delivers to MCC, its successors and assigns, to have and to hold forever, all of Franchisee'sright, title and interest in and to the Assetsreferenced in the Purchase Agreement.
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- The sale, assignment, transfer, conveyance and delivery of the Assets under this Bill of Sale is subject to and in accordance with the provisions of the Purchase Agreement and its Attachments and is not intended to and does not expand, limit, alter or modify the rights and obligations of the parties thereunder. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.
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- If any provision of this Bill of Sale is held invalid or unenforceable by any court of competent jurisdiction, it is the intent of the Parties that all other provisions of this Bill of Sale be construed to remain fully valid, enforceable, and binding on the parties. This Bill of Sale shall be governed by and construed in accordance with the laws of the State of Kentucky, without giving effect to any conflict of laws principles. This Bill of Sale may be executed in several counterparts, and each executed counterpart shall be considered an original.
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- This Bill of Sale may be executed in counterparts and by electronic signature, all such counterparts taken together will constitute one and the same agreement.
Source: Item 22 — CONTRACTS (FDD page 57)
What This Means (2025 FDD)
According to the 2025 Beverly Anns Cookie Franchise Disclosure Document, the Bill of Sale involves the transfer of the Franchisee's rights, title, and interest in the assets referenced in the Purchase Agreement to MCC (Mobile Cookie Company, LLC). This transfer includes all of the Franchisee's stake in these assets, ensuring that MCC and its successors have full ownership.
The Bill of Sale is subject to the provisions outlined in the Purchase Agreement and its attachments. This means that the specifics of what assets are being transferred, as well as the conditions of the transfer, are detailed in the Purchase Agreement rather than the Bill of Sale itself. The Bill of Sale serves to execute the transfer according to the terms already established in the Purchase Agreement. In case of any discrepancies between the Bill of Sale and the Purchase Agreement, the Purchase Agreement takes precedence.
Prospective Beverly Anns Cookie franchisees should carefully review the Purchase Agreement to understand exactly which assets are included in the transfer. This is particularly important for those considering acquiring an existing franchise through a transfer, as it clarifies what they will be receiving from the seller. The assets could include equipment, inventory, and other tangible and intangible items necessary for operating the franchise. Franchisees should consult with legal counsel to fully understand the implications of both the Bill of Sale and the Purchase Agreement.