What must the seller provide to the buyer on the Closing Date regarding the Del Taco locations?
Del_Taco Franchise · 2025 FDDAnswer from 2025 FDD Document
Prior to the Closing Date, persons designated by Buyer and Seller shall jointly conduct an inventory of the Business Assets and Additional Assets at the Locations, which inventory shall be conducted in a manner to be agreed upon by the parties. The final inventory for each Location shall be
initialed by those representatives designated by Buyer and Seller and shall be attached to the Bills of Sale described below.
7. AS-IS PURCHASE
BUYER AGREES TO PURCHASE THE LOCATIONS AND BUSINESS ASSETS "AS IS" AND "WHERE IS" WITH ALL FAULTS, AS DESCRIBED BELOW, PROVIDED THAT: (A) DEL TACO WARRANTS AND REPREESENTS THAT THE BUSINESS ASSETS ARE IN WORKING CONDITION. IF ANY OF THE BUSINESS ASSETS ARE IN NEED OF REPAIR, SELLER WILL DELIVER A LIST OF SUCH ITEMS TO THE BUYER AND A SCHEDULE BY WHICH SUCH ITEMS WILL BE REPAIRED.
AT CLOSING, BUYER SHALL ACCEPT THE ASSETS AND THE LOCATIONS IN THEIR EXISTING "AS-IS" AND "WHERE IS" WITH ALL FAULTS CONDITION, WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND BY SELLER, EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTEES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (I) VALUE OF THE ASSETS; (II) THE INCOME TO BE DERIVED FROM THE LOCATIONS; (III) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR THE LOCATIONS; (IV) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE ASSETS OR THE LOCATIONS; (V) THE NATURE, QUALITY OR CONDITION OF THE ASSETS OR THE LOCATIONS; (VI) THE COMPLIANCE OF OR BY THE LOCATIONS WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY; (VII) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE LOCATIONS; (VIII) COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATION, ORDERS OR REQUIREMENTS; (IX) THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AT.
ON.
Source: Item 23 — RECEIPTS (FDD pages 59–325)
What This Means (2025 FDD)
According to Del Taco's 2025 Franchise Disclosure Document, prior to the Closing Date, representatives designated by both the buyer and seller will conduct a joint inventory of the Business Assets and Additional Assets at each Del Taco location. This inventory process will be mutually agreed upon by both parties. The final inventory list for each location must be initialed by the designated representatives from both sides and then attached to the Bills of Sale.
Del Taco also warrants that the Business Assets are in working condition. If any of these assets require repair, Del Taco will provide the buyer with a list of such items and a schedule outlining when the repairs will be completed. At the closing, the buyer agrees to accept the assets and locations in their existing "AS-IS" and "WHERE IS" condition, including all faults. This acceptance is made without any representation or warranty from Del Taco, unless specifically stated in the agreement.
Specifically, Del Taco disclaims any representations, warranties, promises, covenants, agreements, or guarantees regarding the value of the assets, the income to be derived from the locations, habitability, merchantability, marketability, profitability, or fitness for a particular purpose of the assets or the locations. They also disclaim any guarantees about the manner, quality, state of repair, or lack of repair of the assets or locations, the nature, quality, or condition of the assets or the locations, and the compliance of the locations with any laws, rules, ordinances, or regulations. Furthermore, Del Taco disclaims any guarantees regarding the manner or quality of construction or materials incorporated into the locations, compliance with environmental protection, pollution, or land use laws, and the presence or absence of hazardous materials.