What executed agreements are required from the BUYER to Burger King, including the Franchise Agreement and Lease for each Restaurant?
Burger_King Franchise · 2025 FDDAnswer from 2025 FDD Document
rations of the business, it is relying on (and only on) its own due diligence and the express representations and warranties of BKC set forth in Section 5 of this Agreement with respect to BKC, the Burger King System, the Purchased Assets and operations of the business.
7. COVENANTS OF THE BUYER
7.1 Permits.
BUYER shall be responsible for and shall be obtain any permits, authorizations and/or exemptions required to be obtained in connection with the consummation of the transactions contemplated by this Agreement, including consents required to be obtained from landlords under leases for the Restaurants, which have not been obtained as of the Closing Date.
8. ANCILLARY AGREEMENTS
8.1 Franchise Agreements and Leases.
As part of the consideration for the execution of this Agreement, at the Closing, BKC and BUYER shall enter into a Franchise Agreement and Lease for each of the Restaurants, including any addenda attached to each Franchise Agreement and/or Lease with specific information pertaining to the individual Restaurant that is the subject of the particular Franchise Agreement or Lease. Each addendum shall become a part of the applicable Franchise Agreement or Lease. The effective date for each of the Franchise Agreements and Leases shall be as of the Takeover Date. Unless otherwise provided herein or in a particular Franchise Agreement, the term of each Franchise Agreement and each Lease shall expire on the final
expiration date for the corresponding Restaurant as shown on Exhibit "D" to this Agreement. Copies of the final Franchise Agreements and Leases may be delivered to BUYER via the Data Portal.
8.2 Payable Rents.
The guarantee minimum rent (base rent) and percentage rent due to BKC under the Leases are set forth on the rent table attached hereto as Exhibit "D" to this Agreement.
Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 109–124)
What This Means (2025 FDD)
According to Burger King's 2025 Franchise Disclosure Document, as part of the consideration for the execution of the agreement, both Burger King Corporation (BKC) and the BUYER must enter into a Franchise Agreement and Lease for each of the Restaurants at the closing. This includes any addenda attached to each Franchise Agreement and/or Lease with specific information pertaining to the individual Restaurant that is the subject of the particular Franchise Agreement or Lease. Each addendum becomes a part of the applicable Franchise Agreement or Lease. The effective date for each of the Franchise Agreements and Leases is the Takeover Date, and unless otherwise provided, the term of each Franchise Agreement and Lease expires on the final date.
In addition to the Franchise Agreements and Leases, BKC is required to deliver several executed documents to the BUYER at closing. These include an executed Fuel the Flame Co-Investment Agreement, an executed Digital App Services Agreement, an executed Bill of Sale, and an executed Assignment and Assumption of Executory Contracts. The Assignment and Assumption of Executory Contracts must evidence to BKC's satisfaction that all Executory Contracts have been assigned to and assumed by the BUYER, and that BKC is exonerated from any and all liability under each of them. BKC must also provide bringdown certificates executed by a duly authorized officer, and copies of all Executory Contracts related to any liability or obligation of BKC being assigned to and assumed by the BUYER.
The BUYER is responsible for obtaining any necessary permits, authorizations, and/or exemptions required to complete the transactions outlined in the agreement. This includes securing consents from landlords under leases for the Restaurants that have not been obtained by the Closing Date. The agreement can be terminated if either BKC or the BUYER fails to deliver any of the closing documents as specified in Section 17.