What documents must the franchisee deliver to Cream at the closing of the Shop purchase?
Cream Franchise · 2025 FDDAnswer from 2025 FDD Document
Closing of the purchase will take place, as described below, on a date we select which is within 90 days after determination of the purchase price in accordance with this Section 15.D, although we or our designee may decide after the purchase price is determined not to purchase your Shop and/or the Premises. At the closing, you agree to deliver to us or our designee: (1) an asset purchase agreement and other agreements in the form we dictate, which provide customary warranties and representations, including representations and warranties as to ownership and condition of and title to assets; liens and encumbrances on assets; validity of contracts and agreements; and liabilities affecting the assets, contingent or otherwise; (2) good and merchantable title to the assets purchased, free and clear of all liens and encumbrances (other than liens and security interests acceptable to us), with all taxes paid by you, including sales, goods and services, harmonized sales, use, value added, retailer's excise, or similar taxes; (3) any and all of your Shop's licenses and permits which may be assigned or transferred; (4) the ownership interest or leasehold interest (as applicable, if we determine) in the Premises and improvements or a lease assignment or lease or sublease, as applicable; and (5) an agreement, in form and substance satisfactory to us, voluntarily terminating this Agreement, under which you agree to
comply with all post-term obligations under this Agreement, and that you and your owners agree to a general release of any and all claims (except for claims which cannot be released or waived pursuant to an applicable franchise statute) against us and our owners, affiliates, officers, directors, employees, agents, successors, and assigns. If you cannot deliver clear title to all of the purchased assets, or if there are other unresolved issues, we and you will close the sale through an escrow.
Source: Item 23 — RECEIPTS (FDD pages 61–192)
What This Means (2025 FDD)
According to Cream's 2025 Franchise Disclosure Document, if Cream or its designee decides to purchase a Shop, the franchisee must deliver specific documents at the closing. The closing will occur on a date selected by Cream, within 90 days after the purchase price is determined. However, Cream retains the right to decide not to purchase the Shop even after the price is determined.
At the closing, the franchisee must provide Cream or its designee with several key items. These include an asset purchase agreement and other agreements in a form dictated by Cream, which contain customary warranties and representations about the Shop's assets. The franchisee must also provide good and clear title to the assets being purchased, free of liens and encumbrances, with all applicable taxes paid.
Additional documents to be delivered include any assignable or transferable licenses and permits related to the Shop. The franchisee must also transfer the ownership or leasehold interest in the premises, or provide a lease assignment or sublease, as applicable, depending on Cream's determination. Finally, the franchisee must provide an agreement, satisfactory to Cream, that voluntarily terminates the Franchise Agreement and ensures compliance with post-term obligations, along with a general release of claims against Cream.
If the franchisee cannot provide clear title to all purchased assets or if there are unresolved issues, the sale will be closed through an escrow account. This ensures that all conditions are met before the final transfer of ownership and funds.