What must a Big Apple Bagels franchisee deliver at the closing of the purchase of their store?
Big_Apple_Bagels Franchise · 2025 FDDAnswer from 2025 FDD Document
- v. The purchase price, as determined above, shall be paid in cash at the closing of the purchase, which shall take place no later than sixty (60) days after the delivery of Franchisor's notice of its election to purchase the BAGELS Store, at which time Franchisee shall: (1) deliver instruments transferring good and merchantable title to the assets purchased, free and clear of all liens, encumbrances and liabilities to Franchisor or its designee, with all sales and other transfer taxes paid by Franchisee; (2) transfer or assign all licenses or permits which may be assigned or transferred; (3) assign to Franchisor or its designee Franchisee's leasehold interest in the premises of the BAGELS Store or, if an assignment is prohibited, sublease same to Franchisor or its nominee for the full remaining term and on the same terms and conditions as Franchisee's lease, including renewal and/or purchase options; and (4) assign to Franchisor or its designee any leases for any other tangible assets used in connection with the BAGELS Store. In the event that Franchisee cannot deliver clear title to all of the Purchased Assets as aforesaid, or in the event there shall be other unresolved issues, the closing of the sale shall, at Franchisor's option, be accomplished through an escrow. Further, Franchisee and Franchisor shall, prior to closing, comply with the Bulk Sales provisions of the Uniform Commercial Code as enacted or previously in force in the state where the BAGELS Store is located.
Source: Item 22 — CONTRACTS (FDD pages 86–87)
What This Means (2025 FDD)
According to Big Apple Bagels' 2025 Franchise Disclosure Document, if the franchisor exercises its option to purchase a Big Apple Bagels store, the franchisee must fulfill several obligations at the closing of the purchase. The closing must occur no later than 60 days after the franchisor notifies the franchisee of its intent to purchase the store.
At the closing, the franchisee must provide instruments that transfer good and clear title to the purchased assets to Big Apple Bagels or its designee. These assets must be free of all liens, encumbrances, and liabilities, and the franchisee is responsible for paying all sales and transfer taxes. The franchisee must also transfer or assign any assignable or transferable licenses or permits to the franchisor or its designee.
Additionally, the franchisee is required to assign their leasehold interest in the store premises to Big Apple Bagels or its designee. If an assignment is not permitted, the franchisee must sublease the premises to the franchisor or its nominee for the remainder of the lease term, under the same terms and conditions as the original lease, including any renewal or purchase options. Finally, the franchisee must assign any leases for other tangible assets used in connection with the Big Apple Bagels store to the franchisor or its designee. The FDD also states that the franchisee and franchisor must comply with the Bulk Sales provisions of the Uniform Commercial Code before closing.