Does the Casiola Franchisor's indemnification obligation survive the transfer of the Franchise Agreement?
Casiola Franchise · 2024 FDDAnswer from 2024 FDD Document
17.C. CONTINUING OBLIGATIONS
All obligations under this Agreement that expressly, or by their nature, survive, or are intended to survive, the expiration, termination, or Transfer of this Agreement shall continue in full force and effect subsequent to, and notwithstanding, this Agreement's termination, expiration, or Transfer until such obligations are satisfied in full or, by the nature and/or terms, such obligation(s) expire.
Source: Item 23 — RECEIPTS (FDD pages 47–209)
What This Means (2024 FDD)
According to Casiola's 2024 Franchise Disclosure Document, the obligations under the Franchise Agreement that expressly, or by their nature, are intended to survive the transfer of the agreement will continue in full force and effect after the transfer until they are completely satisfied or expire by their terms. This means that certain obligations, including potential indemnification obligations, may continue even after the franchise is transferred to a new owner.
Specifically, Item 17.C states that obligations can survive the transfer if they are intended to do so either explicitly or by their nature. This implies that franchisees need to carefully review the agreement to understand which obligations fall into this category. It is important to identify which responsibilities and duties remain even after the franchise changes hands.
For a prospective Casiola franchisee, this highlights the importance of understanding all terms of the agreement, especially those related to liabilities and responsibilities. Before transferring the franchise, a franchisee should seek legal counsel to fully understand their continuing obligations and potential liabilities, including any indemnification obligations, to ensure a smooth transition and avoid future disputes with Casiola.