Under what condition can Chatime vary the terms of the Offer Notice in its Acceptance Notice?

According to Chatime's 2025 Franchise Disclosure Document, Chatime can vary the terms of the Offer Notice in its Acceptance Notice if the terms upon which Chatime agrees to buy the business are not commercially less favorable to the franchisee than those contained in the Offer Notice. This means that while Chatime can adjust the terms, the revised terms must still be advantageous or at least equivalent for the franchisee compared to the original offer.

For instance, the FDD specifies that if the consideration, terms, and/or conditions offered by a third party are such that Chatime is not reasonably able to furnish the same types of consideration, terms, and/or conditions, then Chatime may purchase the interests proposed to be transferred for the reasonable equivalent in cash. This provides Chatime with some flexibility in structuring the purchase while ensuring the franchisee receives fair value.

This clause protects the franchisee by ensuring they are not forced into a worse deal if Chatime exercises its right to purchase the business. However, it also allows Chatime to adjust the terms to accommodate its own financial or operational constraints, such as offering cash instead of specific assets or conditions proposed by the third party. Prospective franchisees should carefully consider this clause and seek legal advice to fully understand their rights and obligations in such a scenario.