How long does Cinnaholic have to accept or decline a bona fide offer from the Franchisee for the purchase of the Assets?
Cinnaholic Franchise · 2025 FDDAnswer from 2025 FDD Document
- (ii) Notwithstanding the provisions set forth in Section 22.3(i) above, if, within 45 days following the expiration of this Agreement, Franchisee shall receive a bona fide offer for the purchase of the Assets, Franchisee shall offer the same in writing to Franchisor at the same price and on the same terms or the monetary equivalent; which offer Franchisor may accept at any time within 15 days after receipt thereof. If Franchisor declines, or does not within such 15 day period accept, such offer, then Franchisee may sell the Assets to such purchaser, but not at a lower price nor on more favorable terms than have been offered to Franchisor.
- (iii) Any sale of the Assets hereunder shall close no later than 60 days after delivery of written notice of Franchisor's exercise of its option is given to Franchisee. Franchisor has the right to assign its option hereunder and Franchisee must sign all documents of transfer reasonably necessary for the purchase of the Assets. All Assets transferred shall be free and clear of all liens and encumbrances, with all sales and transfer taxes paid by the Franchisee. At the closing, Franchisee and its owners shall execute general releases, in a form satisfactory to Franchisor, of any and all claims against Franchisor and its owner, officers, employees, directors, agents, successors, and assigns.
Source: Item 22 — CONTRACTS (FDD pages 61–62)
What This Means (2025 FDD)
According to Cinnaholic's 2025 Franchise Disclosure Document, if a franchisee receives a legitimate offer to purchase the business assets within 45 days after the franchise agreement expires, they must present this offer to Cinnaholic. Cinnaholic then has 15 days to either accept or decline the offer.
If Cinnaholic declines the offer or fails to respond within the 15-day timeframe, the franchisee is permitted to sell the assets to the original purchaser. However, the sale cannot be for a lower price or on more favorable terms than those initially offered to Cinnaholic.
The sale of assets must be completed within 60 days after Cinnaholic provides written notice that it is exercising its option to purchase. Cinnaholic also retains the right to assign its purchase option to another party, and the franchisee is obligated to cooperate by signing necessary transfer documents. The franchisee is responsible for ensuring that all assets are free of liens and encumbrances and for paying all applicable sales and transfer taxes. Additionally, at the closing of the sale, the franchisee and its owners must provide general releases to Cinnaholic, waiving any claims against them.