How long after the purchase price is determined will the closing of the Body20 asset purchase take place?
Body20 Franchise · 2025 FDDAnswer from 2025 FDD Document
- (d) Closing.
We will pay the purchase price at the closing, which will take place within 60 days after the purchase price is determined, although we may decide after the purchase price is determined not to complete the purchase.
We may set off against the purchase price, and reduce the purchase price by, any and all amounts you owe us or our Affiliates.
We are entitled to all customary representations, warranties, and indemnities in our asset purchase, including (a) representations and warranties as to (i) ownership and condition of, and title to, assets, (ii) liens and encumbrances on assets, (iii) validity of contracts and agreements, and (iv) liabilities affecting the assets, contingent or otherwise, and (b) indemnities for all actions, events and conditions that existed or occurred in connection with the Studio or your business prior to the closing of our purchase.
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 74–251)
What This Means (2025 FDD)
According to Body20's 2025 Franchise Disclosure Document, the closing for an asset purchase will occur within 60 days after the purchase price is determined. This means that once Body20 and the franchisee agree on the fair market value of the assets, or an independent appraiser determines the value, the final transaction to transfer ownership and payment must happen within that 60-day window. However, Body20 retains the right to withdraw from the purchase even after the price is set.
This 60-day period provides a defined timeframe for completing the asset purchase after the financial terms are settled. It allows both parties to prepare for the transfer of assets and funds. For a franchisee, this means understanding that they need to be ready to finalize the sale relatively quickly once the price is agreed upon.
It is important to note that Body20 can deduct any amounts the franchisee owes to them or their affiliates from the purchase price. Additionally, the franchisee must provide standard representations, warranties, and indemnities during the asset purchase, ensuring the assets' condition and ownership are as represented. The franchisee also needs to be prepared to sign general releases, absolving Body20 from potential claims, to the extent permitted by law.
Finally, the franchisee must be prepared to deliver clear title to the purchased assets at closing, free of liens and encumbrances, and transfer all assignable licenses and permits. If there are issues with the title or other unresolved matters, the sale may be closed through an escrow arrangement.