What is the Licensor's representation concerning potential violations of laws or contracts resulting from the Camp Margaritaville agreement?
Camp_Margaritaville Franchise · 2025 FDDAnswer from 2025 FDD Document
- c.
No Conflict.
The execution, delivery and performance of this Agreement or the Trademark Agreements by Licensor shall not, directly or indirectly (with or without notice or lapse of time):
(i) contravene, conflict with or result in a violation of: (A) any provision of the charter or bylaws of Licensor or any Affiliate of Licensor; (B) any resolution or other action adopted or taken by the board of directors, managing members, members, owners, partners or the shareholders of Licensor or any Affiliate of Licensor; or (C) any Applicable Law applicable to Licensor or any Affiliate of Licensor;
(ii) contravene, conflict with or result in a violation of, or give any Governmental Authority or other Person the right to challenge any of the transactions contemplated by this Agreement, or to exercise any remedy or obtain any relief under, any Applicable Law;
(iii) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any permit that is held by Licensor or any Affiliate of Licensor or that otherwise relates to the Resort; or
(iv) contravene, conflict with or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any contract to which Licensor or any Affiliate of Licensor is a party or by which it or any of the Margaritaville Intellectual Property is bound.
Source: Item 23 — RECEIPTS (FDD pages 72–406)
What This Means (2025 FDD)
According to the 2025 Camp Margaritaville FDD, the Licensor makes several representations regarding the agreement's compliance with existing laws and contracts. Specifically, the Licensor asserts that the execution, delivery, and performance of the agreement will not conflict with or violate the Licensor's charter, bylaws, resolutions, or any applicable laws. This means Camp Margaritaville represents that entering into this agreement does not put them in conflict with their own internal governance documents or any external legal obligations.
Furthermore, Camp Margaritaville represents that the agreement will not give any governmental authority or other person the right to challenge the transactions outlined in the agreement or to exercise any remedy under applicable law. It also confirms that the agreement will not violate the terms or requirements of any permit held by the Licensor or its affiliates related to the resort. This provides assurance to the franchisee that the agreement itself is not designed to circumvent any existing regulations or permits.
Finally, Camp Margaritaville states that the agreement will not result in a violation or breach of any provision of any contract to which the Licensor or its affiliates are a party, or by which the Margaritaville Intellectual Property is bound. Nor will it give any person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any such contract. This is a critical assurance for the franchisee, suggesting that the agreement will not infringe upon the rights or obligations of other parties who have existing contracts with Camp Margaritaville or its affiliates. These representations aim to provide a level of legal and contractual security for the franchisee entering into the Camp Margaritaville agreement.