For whose benefit are the guarantees or indemnifications issued by Corcoran?
Corcoran Franchise · 2025 FDDAnswer from 2025 FDD Document
In the ordinary course of business, the Company enters into numerous agreements that contain standard guarantees and indemnities whereby the Company indemnifies another party for breaches of representations and warranties. In addition, many of these parties are also indemnified against any third-party claim resulting from the transaction that is contemplated in the underlying agreement. Such guarantees or indemnifications are granted under various agreements, including those governing: (i) purchases, sales or outsourcing of assets or businesses, (ii) leases and sales of real estate, (iii) licensing of trademarks, (iv) use of derivatives, and (v) issuances of debt securities. The guarantees or indemnifications issued are for the benefit of the: (i) buyers in sale agreements and sellers in purchase agreements, (ii) landlords in lease contracts, (iii) franchisees in licensing agreements, (iv) financial institutions in derivative contracts, and (v) underwriters in issuances of securities. While some of these guarantees extend only for the duration of the underlying agreement, many survive the expiration of the term of the agreement or extend into perpetuity (unless subject to a legal statute of limitations). There are no specific limitations on the maximum potential amount of future payments that the Company could be required to make under these guarantees, nor is the Company able to develop an estimate of the maximum potential amount of future payments to be made under these guarantees as the triggering events are not subject to predictability. With respect to certain of the aforementioned guarantees, such as indemnifications of landlords against third-party claims for the use of real estate property leased by the Company, the Company maintains insurance coverage that mitigates any potential payments to be made.
Source: Item 23 — RECEIPTS (FDD pages 75–276)
What This Means (2025 FDD)
According to Corcoran's 2025 Franchise Disclosure Document, the company issues guarantees and indemnifications in the ordinary course of business that benefit several parties. These guarantees and indemnifications are designed to protect parties in various agreements, including those related to the purchases, sales, or outsourcing of assets or businesses, leases and sales of real estate, licensing of trademarks, use of derivatives, and issuances of debt securities.
Specifically, the beneficiaries of these guarantees or indemnifications include buyers in sale agreements, sellers in purchase agreements, landlords in lease contracts, franchisees in licensing agreements, financial institutions in derivative contracts, and underwriters in issuances of securities. For a Corcoran franchisee, this means that the guarantees and indemnifications within their franchise agreement are in place to protect their interests as a franchisee.
While some guarantees are limited to the duration of the underlying agreement, many extend beyond the agreement's term or into perpetuity, unless subject to legal statutes of limitations. The document states that there are no specific limitations on the maximum potential amount of future payments that Corcoran could be required to make under these guarantees, and the company cannot estimate the maximum potential amount due to the unpredictability of triggering events. However, Corcoran maintains insurance coverage to mitigate potential payments for certain guarantees, such as indemnifications of landlords against third-party claims for the use of real estate property leased by the company.