What is the meaning of 'Transferee Parties' in the context of a Clean Your Dirty Face franchise transfer?
Clean_Your_Dirty_Face Franchise · 2025 FDDAnswer from 2025 FDD Document
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- Further Assurances. The Transferor Parties and Transferee Parties each covenant and agree, at their own expense, to execute and deliver, at Franchisor's request, such further instruments and to take such other action as Franchisor may request to consummate the Transfer, the effectiveness of the New Agreement, and the other terms and conditions of this Consent.
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- Role of Franchisor. Transferor Parties and Transferee Parties each acknowledge and agree that they have negotiated the Transfer without involvement by Franchisor, that Franchisor has not effected or arranged the Transfer, and that Franchisor's only involvement in the transaction has been for the purpose of exercising its right of consent to the Transfer in accordance with the Original Agreement.
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- Representations and Warranties.
The Transferor Parties and the Transferee Parties each hereby, jointly and severally, represent and warrant to Franchisor as of the Effective Date and as of the Transfer Date that: (i) Transferor and Transferee are each a legal entity duly organized, validly existing and in good standing under the laws of their respective jurisdiction of organization; (ii) Transferor and Transferee each have all requisite power and authority to be bound by the terms hereof and to carry out and perform its obligations under this Consent, the Purchase Agreement, and in the case of Transferee, the New Agreement (as defined below); and (iii) the parties have provided Franchisor with a final executed and effective copy of the Purchase Agreement and no provision of the Purchase Agreement has been modified, amended, waived, or disclaimed in any manner by the parties thereto prior to the Effective Date.
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- Conditions to Consent.
Franchisor's consent to the Transfer is conditioned on all of the following terms and conditions being met on or prior to the Transfer Date:
(b) All of the representations and warranties made in this Consent by the Transferor Parties and Transferee Parties must be true and correct as of the Transfer Date, and Transferor Parties and Transferee Parties must not have violated any provision of this Consent, the Original Agreement, the New Agreement or any other agreement between any such party and Franchisor or Franchisor's affiliates, or any suppliers or landlord of the CYDF Facial Bar, as applicable;
(c) Transferor Parties must provide Franchisor all information or documents Franchisor requests about the Transferee Parties to evaluate their ability to satisfy their obligations under Franchisor's then-current form of franchise agreement and any documents ancillary thereto, and each such person must have completed and satisfied all of Franchisor's application and certification requirements;
Source: Item 23 — RECEIPTS (FDD pages 54–186)
What This Means (2025 FDD)
According to the 2025 Clean Your Dirty Face Franchise Disclosure Document, "Transferee Parties" refers to the party or parties acquiring the Clean Your Dirty Face franchise from the original franchisee, known as the "Transferor Parties".
In the context of a Clean Your Dirty Face franchise transfer, both the Transferor Parties and the Transferee Parties have specific obligations and responsibilities. For instance, both parties must ensure that all representations and warranties made in the consent to transfer are accurate as of the transfer date. Additionally, neither party should violate any provisions of the consent, the original agreement, the new agreement, or any other agreement with Clean Your Dirty Face or its affiliates. The Transferee Parties must also meet Clean Your Dirty Face's requirements to evaluate their ability to fulfill obligations under the franchise agreement.
Both the Transferor Parties and Transferee Parties are expected to cooperate with Clean Your Dirty Face to facilitate the transfer. This includes executing and delivering any further instruments or actions requested by Clean Your Dirty Face to complete the transfer and ensure the effectiveness of the new franchise agreement. The Transferee Parties also acknowledge that Clean Your Dirty Face's involvement is primarily to exercise its right of consent to the transfer, and that the parties have negotiated the transfer without Clean Your Dirty Face's involvement.