factual

What assets are specifically excluded from Browns Chicken's option to purchase from a Browns Chicken franchisee?

Browns_Chicken Franchise · 2025 FDD

Answer from 2025 FDD Document

. Continuing Obligations.**

All obligations of Brown and Franchisee which expressly or by their nature survive the expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding its expiration or termination and until they are satisfied in full or by their nature expire.

G. Brown's Option to Purchase.

(1) If this Agreement expires (without renewal) or is terminated by Brown in accordance with its provisions or by Franchisee without cause, then Brown shall have the option, exercisable by giving written notice thereof within sixty (60) days from the date of such expiration or termination, to purchase from Franchisee any or all the tangible assets (including, without limitation, inventory of saleable products, equipment, fixtures, furniture, signs, cash registers, modems, fax machines, computers, leasehold improvements and any other assets of the Store owned by Franchisee, but excluding any unamortized portion of the initial franchise fee, cash, goodwill, short-term investments and accounts receivable) of the Store (collectively, the "Purchased Assets") and to an assignment of Franchisee's lease for (a) the premises of the Store (or, if an assignment is prohibited, a sublease for the full remaining term and on the same terms and conditions as Franchisee's lease) and (b) any other tangible assets used in connection with the Store. Brown may exclude from the assets purchased any items that Brown determines are not reasonably necessary (in function or quality) to the Store's operation or that Brown has not approved as meeting its standards for BROWN's Stores, and the purchase price will reflect these exclusions.Brown shall have the unrestricted right to assign this option to

purchase and assignment of leases separate and apart from the remainder of this Agreement.

  • (2) The purchase price for the Store (except for the signage, the purchase price of which is $100) shall be either, at Brown's option: (a) the Book Value (as defined below) of the Purchased Assets, or (b) the fair market value of the Purchased Assets, as determined by a neutral appraiser. Both Brown and the Franchisee shall select an appraiser, whose sole function would be to select a third, neutral appraiser, who would determine the fair market value of the Purchased Assets. The fees and costs of the neutral appraiser shall be shared equally by Brown and Franchisee. "Book Value" shall mean the net book value of the Purchased Assets, as disclosed by the balance sheet of the last monthly statement of the Store required to have been submitted to Brown pursuant to Paragraph 12.B. hereof prior to such termination or expiration, provided, however, that: (1) each depreciable asset shall be valued as if it had been depreciated on a "straight-line" basis from the date of its acquisition over its Useful Life (defined below) without provision for salvage value; and (2) Brown may exclude from the Purchased Assets any inventory, equipment, fixtures, furniture, signs, cash registers, modems, fax machines, computers, or leasehold improvements of the Store that have not been ac

Source: Item 22 — Contracts (FDD page 43)

What This Means (2025 FDD)

According to Browns Chicken's 2025 Franchise Disclosure Document, if the Franchise Agreement expires without renewal, or is terminated by Browns Chicken, or by the franchisee without cause, Browns Chicken has the option to purchase tangible assets of the store. However, Browns Chicken's option to purchase specifically excludes certain assets from the purchase.

The assets excluded from Browns Chicken's purchase option include the unamortized portion of the initial franchise fee, cash, goodwill, short-term investments, and accounts receivable. Additionally, Browns Chicken may exclude any items that it determines are not reasonably necessary for the store's operation or do not meet Browns Chicken's standards. The purchase price will reflect these exclusions.

Furthermore, when determining the book value of purchased assets, Browns Chicken may exclude inventory, equipment, fixtures, furniture, signs, cash registers, modems, fax machines, computers, or leasehold improvements that were not acquired in compliance with the Franchise Agreement. No value is attributed to the goodwill of the store, the assignment of the lease (or sublease) for the premises, or the assignment of any lease for other tangible assets used in connection with the store, and Browns Chicken is not required to pay separate consideration for such assignments or subleases. This means a franchisee will not be compensated for these items if Browns Chicken exercises its purchase option.

Disclaimer: This information is extracted from the 2025 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.