What must the parties provide to Clean Your Dirty Face regarding the Purchase Agreement?
Clean_Your_Dirty_Face Franchise · 2025 FDDAnswer from 2025 FDD Document
Transferor Parties under this Consent. The Original Guaranty shall remain in force and effect and shall serve as a guaranty of the Surviving Obligations, and Transferor Guarantors acknowledge and agree that Franchisor may seek any available remedies against them for the failure of any Transferor Party to comply with any Surviving Obligations.
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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:
- (a) The Transfer must occur no later than _______________, and if the Transfer shall not have occurred by such date, this Consent shall be deemed void, and Franchisor's consent to the Transfer shall be deemed withdrawn, and any transfer that occurs thereafter, of any kind, including the Transfer, shall be deemed an unauthorized transfer under the terms of the Original Agreement;
Source: Item 23 — RECEIPTS (FDD pages 54–186)
What This Means (2025 FDD)
According to the 2025 Franchise Disclosure Document, if a Clean Your Dirty Face franchisee (the Transferor) wishes to transfer their franchise to another party (the Transferee), both parties must provide certain items to Clean Your Dirty Face as part of the transfer process. Specifically, Clean Your Dirty Face requires a final executed copy of the Purchase Agreement between the Transferor and Transferee. Additionally, neither party can modify, amend, waive, or disclaim any provision of the Purchase Agreement without Clean Your Dirty Face's prior written consent.
Clean Your Dirty Face also requires the Transferor Parties to provide all information or documents that Clean Your Dirty Face requests about the Transferee Parties to evaluate their ability to satisfy their obligations under Clean Your Dirty Face's then-current form of franchise agreement and any documents ancillary thereto. The Transferor Parties must provide Clean Your Dirty Face executed versions of any documents executed by Transferor Parties and Transferee Parties to effect the Transfer, and all other information Clean Your Dirty Face requests about the proposed Transfer, and such Transfer meets all of Clean Your Dirty Face's requirements, including terms, closing date, purchase price, amount of debt and payment terms.
These stipulations ensure that Clean Your Dirty Face maintains control over who becomes a franchisee and that the financial terms of the transfer do not negatively impact the future operation of the Clean Your Dirty Face Facial Bar. By requiring these documents and adherence to specific conditions, Clean Your Dirty Face aims to protect its brand and the interests of its franchise system.