Under the Carbones Pizzeria Guaranty, what is the effect of an assignment of the Franchise Agreement?
Carbones_Pizzeria Franchise · 2025 FDDAnswer from 2025 FDD Document
| The undersigned ("Franchisee") acknowledges that on or about, 202, Franchisee and M & T Pizza Incorporated ("Franchisor") entered into a Franchise Agreement ("Agreement") for the operation of a Carbone's Pizzeria franchise. |
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| To enable the Franchisor to receive automatic payments pursuant to the Agreement, Franchisee authorizes ("Authorization") |
| Franchisor to withdraw funds from and otherwise initiate debit entries to Franchisee's bank account indicated below, and the |
| depository named below ("Depository"), to debit the same to such account. |
| Depository Name: |
| Branch: |
| City State and Zip: |
| Transit/ABA#: |
| Bank Account Name: |
| Bank Account Number: |
| Tax ID for Account: |
| This Authorization is to remain in full force and effect until the underlying obligations of the Agreement have been satisfied in |
| full or expressly released in writing by Franchisor. Franchisee expressly agrees that this Authorization will apply to any and all |
| depositories and bank accounts that Franchisee opens during the term of the Agreement and any renewal terms. Without limiting |
| the above, Franchisee acknowledges and agrees that if Franchisee closes any bank account, Franchisee will: |
| 1) |
| immediately notify Franchisor in writing; |
| 2) |
| open or otherwise establish another bank account; |
| 3) |
| execute and deliver to Franchisor all documents necessary for Franchisor to begin and continue making |
| withdrawals from such bank account/depository by ACH debiting or other electronic means. |
| Franchisee expressly acknowledges and agrees that this Authorization will be the only written authorization needed from |
| Franchisee in order to initiate debit entries/ACH debit originations to Franchisee's bank account(s) established with any |
| depository in the future. |
| Name of Franchisee(s): |
| Signature: Sample - Not for Execution |
| Print Name: |
| Title: |
| Date: |
EXHIBIT C
GUARANTY
IN CONSIDERATION of the [INSERT ONE/DELETE REMAINING ONE] [grant by M & T Pizza Incorporated ("Franchisor") of a Carbone's Pizza franchise to the party named as Franchisee in the Franchise Agreement (the "Franchisee") to which this Guaranty is attached (the "Franchise Agreement")] OR [consent by M & T Pizza Incorporated ("Franchisor") to the assignment of the Franchise Agreement to which this Guaranty is attached (the "Franchise Agreement") to the assignee and party named as the Franchisee in the Franchise Agreement ("Franchisee")], and for other good and valuable consideration, receipt of which is hereby acknowledged, the undersigned hereby guarantee (jointly and severally with one another and all other guarantors of Franchisee, whether such guaranties are entered into prior to or after the date hereof) to Franchisor and to Franchisor's successors and assigns: (a) the payment of all costs and fees required to be paid to Franchisor or its affiliates by Franchisee, whether such costs and fees are provided for in the Franchise Agreement or under any other agreement between Franchisee and Franchisor or an affiliate of Franchisor, and (b) the performance by Franchisee of all its obligations under all such agreements and under all manuals and operating procedures of Franchisor's business system.
Source: Item 22 — CONTRACTS (FDD page 30)
What This Means (2025 FDD)
According to the 2025 Carbones Pizzeria Franchise Disclosure Document, the Guaranty outlines the guarantor's obligations when the Franchise Agreement is assigned. The guarantor's obligations are tied to either the grant of a franchise or the consent to an assignment of the Franchise Agreement.
Specifically, the guarantor agrees to ensure the franchisee pays all required costs and fees to Carbones Pizzeria or its affiliates. They also guarantee the franchisee's performance of all obligations under the Franchise Agreement, any other agreements, and the franchisor's manuals and operating procedures. This means that if the original franchisee assigns the agreement to a new franchisee, the guarantor's obligations continue to apply to the new franchisee's performance and financial responsibilities.
The guarantor remains individually bound by all covenants, obligations, and commitments of the franchisee as if the guarantor were the franchisee themselves. This ensures that Carbones Pizzeria has a responsible party to turn to should the franchisee fail to meet their obligations, even after an assignment. The guarantor's obligations persist, providing financial security for Carbones Pizzeria regardless of changes in the franchisee.
Furthermore, the guarantor waives any requirement for Carbones Pizzeria to first seek recourse against the franchisee before pursuing the guarantor. The guarantor also consents to any assignment of the agreement. This clause streamlines the process for Carbones Pizzeria to enforce the guaranty in case of default, as the guarantor has already agreed to the possibility of assignment and waived certain procedural protections.