How soon after Carls' Purchase Notice does the closing of the purchase need to take place?
Carls Franchise · 2024 FDDAnswer from 2024 FDD Document
- F. Within 10 days after the Purchase Price has been determined, CJR may exercise its option to purchase the Assets by so notifying Franchisee in writing ("CJR's Purchase Notice").
The Purchase Price shall be paid in cash or cash equivalents at the closing of the purchase ("Closing"), which shall take place no later than 60 days after the date of CJR's Purchase Notice.
Source: Item 22 — CONTRACTS (FDD page 80)
What This Means (2024 FDD)
According to Carls's 2024 Franchise Disclosure Document, if Carls exercises its option to purchase the assets of a franchised restaurant, the closing of the purchase must occur no later than 60 days after the date of Carls's Purchase Notice. The purchase price is to be paid in cash or cash equivalents at the closing.
During the period between Carls's Purchase Notice and the closing, the franchisee is obligated to continue operating the restaurant in the usual course of business and maintain all required insurance policies. Carls also has the option to appoint a manager, at its own expense, to oversee the restaurant's daily operations, and the franchisee must cooperate with this manager. Alternatively, Carls may require the franchisee to close the restaurant during this period without removing any assets.
Carls also has a 30-day 'Due Diligence Period' after the Purchase Notice to investigate the assets, including their ownership, condition, title, any liens or encumbrances, environmental issues, and the validity of related contracts and liabilities. This allows Carls to thoroughly assess the business before finalizing the purchase. The franchisee must provide Carls and its representatives access to the restaurant for these inspections, provided it does not unreasonably interfere with the restaurant's operation.