Does Ella Cafe represent that the execution and performance of transactions contemplated by the Franchise Agreement are permitted by its governing documents?

11.1. Representations of Franchisor. Franchisor represents and warrants that Franchisor is duly organized and validly existing under the laws of the state of its formation and the execution of this Agreement and the performance of the transactions contemplated by this Agreement are permitted by Franchisor's governing documents and have been duly authorized.

11.2. Representations of Developer.

11.2.1. Developer represents and warrants that the ownership information set forth in the Key Terms is accurate and complete in all material respects, and Developer hereby agrees to notify Franchisor in writing prior to any change in the ownership information set forth in the Key Terms, and in compliance with the transfer requirements of Section 8. of this Agreement. Developer further represents and warrants to Franchisor that: (a) Developer is duly organized and validly existing under the laws of the state of its formation; (b) Developer's governing documents will, at all times, provide that Developer's activities are confined exclusively to the development of Coffee Houses (and to the operation of Coffee Houses if Developer is also Franchisee under any Franchise Agreement); (c) neither Developer nor any of its Affiliates nor Owners own, operate, or have any financial or beneficial interest in any business that is the same as or similar to a Ella Coffee Company, LLC Coffee House; and (d) the execution of this Agreement and the performance of the transactions contemplated by this Agreement are permitted by Developer's governing documents and have been duly authorized. If Developer is two or more individuals or entities, then the rights and obligations of this Agreement may only be exercised jointly, but the liabilities of this Agreement will be joint and several as to all individuals and entities.

Source: Item 23 — RECEIPTS (FDD pages 50–181)