What is the 'Offer' as it pertains to Casiola's right of first refusal?
Casiola Franchise · 2024 FDDAnswer from 2024 FDD Document
If Franchisee or an Owner desire to engage, in whole or in part, in a Transfer of Franchisee, this Agreement, Franchisee's Casiola Business, Franchisee's non-residential Administrative Office, and/or Franchisee's Administrative Office, then Franchisee or such Owner (as applicable) must obtain a bona fide, signed written offer from the fully disclosed purchaser (the "Offer") and submit an exact copy of the Offer to Franchisor. Franchisor shall have 30 days after receipt of the Offer to decide whether Franchisor will purchase the interest in Franchisee, Franchisee's Casiola Business, Franchisee's non-residential Administrative Office, and/or Franchisee's Administrative Office for the same price and upon the same terms contained in the Offer (however, Franchisor may substitute cash for any form of payment proposed in the Offer). If Franchisor notifies Franchisee that Franchisor intends to purchase the interest within said 30 day period, Franchisee or Owner (as applicable) must sell the interest to Franchisor. Franchisor will have at least an additional 60 days to prepare for closing. Franchisor shall be entitled to receive from Franchisee or Owner (as applicable) all customary representations and warranties given by Franchisee or Owner (as applicable) as the seller of the assets and/or the ownership interest or, at Franchisor's election, the representations and warranties contained in the offer. If Franchisor does not exercise its right of first refusal, Franchisee or Owner (as applicable) may complete the Transfer to the purchaser pursuant to and in accordance with the terms of the Offer, provided that separate and apart from this Article 14.F. right of first refusal, Franchisee complies with the terms of this Article 14. However, if the sale to the purchaser is not completed within 120 days after delivery of the Offer to Franchisor, or there is a material change in the terms of the sale, Franchisor will again have the right of first refusal specified in this Article 14.F. Franchisor's right of first refusal in this Article 14.F. shall not apply to any Transfer pursuant to Article 14.E. of this Agreement.
Source: Item 23 — RECEIPTS (FDD pages 47–209)
What This Means (2024 FDD)
According to Casiola's 2024 Franchise Disclosure Document, if a franchisee or owner wants to transfer their interest in the franchise, this agreement, the Casiola business, or administrative offices, they must first obtain a bona fide, signed written offer from a fully disclosed purchaser, referred to as the "Offer." A copy of this offer must be submitted to Casiola.
Casiola then has 30 days to decide whether to purchase the interest under the same terms and price as the offer, although Casiola can substitute cash for any proposed payment method. If Casiola decides to purchase the interest within this 30-day period, the franchisee or owner is obligated to sell it to them. Casiola is then given at least an additional 60 days to prepare for the closing of the sale.
The franchisee or owner must provide all customary representations and warranties as the seller, or at Casiola's election, the representations and warranties contained in the offer. If Casiola waives its right of first refusal, the franchisee or owner can proceed with the transfer to the original purchaser, provided they comply with all other terms of the agreement. However, if the sale is not completed within 120 days of Casiola receiving the offer, or if there are material changes to the terms, Casiola has the right of first refusal again. This right of first refusal does not apply to transfers made under Article 14.E of the agreement.