For Cicis, what specific obligations of the Developer are covered by the Guaranty?
Cicis Franchise · 2025 FDDAnswer from 2025 FDD Document
| will control | |
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| any inconsistencies between the following and the terms in the body of this Agreement): |
[insert as applicable]
| GUARANTOR(S) | SPOUSE(S) | |
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| Name: | Name: | |
| Sign: | Sign: | |
| Address: | Address: | |
| Name: | Name: | |
| Sign: | Sign: | |
| Address: | Address: |
MAP OF DEVELOPMENT AREA
[Please insert]
ATTACHMENT B TO AREA DEVELOPMENT AGREEMENT
GUARANTY AND ASSUMPTION OF OBLIGATIONS
THIS GUARANTY AND ASSUMPTION OF OBLIGATIONS is given by each of the undersigned persons indicated below who have executed this Guaranty (each a "Guarantor") to be effective as of the Effective Date of the Agreement (defined below).
In consideration of, and as an inducement to, the execution of that certain Area Development Agreement (as amended, modified, restated or supplemented from time to time, the "Agreement") on this date by ON SMILE LLC ("we" or "our"), each Guarantor personally and unconditionally (a) guarantees to us and our successors and assigns, for the term of the Agreement (including extensions) and afterward as provided in the Agreement, that _____________________________ ("Developer") will punctually pay and perform each and every undertaking, agreement, and covenant set forth in the Agreement and (b) agrees to be personally bound by, and personally liable for each and every provision in the Agreement that sets out an obligation of the Developer, including both monetary obligations and obligations to take or refrain from taking specific actions or to engage or refrain from engaging in specific activities.
Each Guarantor consents and agrees that: (1) Guarantor's direct and immediate liability under this Guaranty will be joint and several, both with Developer and among other guarantors; (2) Guarantor will render any payment or performance required under the Agreement upon demand if Developer fails or refuses punctually to do so; (3) this liability will not be contingent or conditioned upon our pursuit of any remedies against Developer or any other person; (4) this liability will not be diminished, relieved, or otherwise affected by any extension of time, credit, or other indulgence which we may from time to time grant to Developer or to any other person, including, without limitation, the acceptance of any partial payment or performance or the compromise or release of any claims, none of which will in any way modify or amend this Guaranty, which will be continuing and irrevocable during the term of the Agreement; and (5) at our request, each Guarantor shall present updated financial information to us as reasonably necessary to demonstrate such Guarantor's ability to satisfy the financial obligations of Developer under the Agreement.
Source: Item 23 — RECEIPTS (FDD pages 65–263)
What This Means (2025 FDD)
According to Cicis's 2025 Franchise Disclosure Document, the Guaranty and Assumption of Obligations agreement ensures that each Guarantor personally and unconditionally guarantees that the Developer will fulfill every commitment outlined in the Area Development Agreement. This includes both monetary obligations, such as the development fee, and non-monetary obligations, such as adhering to the development schedule and maintaining sufficient liquidity. The Guarantor is essentially vouching for the Developer's ability to meet all requirements of the agreement.
Each Guarantor is jointly and severally liable with the Developer and other guarantors, meaning Cicis can seek full payment or performance from any one of them if the Developer fails to meet their obligations. This liability is not contingent on Cicis first pursuing remedies against the Developer. The Guarantor's obligations remain even if Cicis grants extensions or indulgences to the Developer.
The Guarantor also waives certain rights, including the right to reimbursement or subrogation from the Developer and the right to certain notices. This ensures that the Guarantor cannot later claim they were unaware of the Developer's defaults or that their obligations should be reduced. The Guarantor must also provide updated financial information to Cicis upon request to demonstrate their ability to meet the Developer's financial obligations under the Area Development Agreement.