What is the definition of a 'Claim' in the context of the Embassy Suites Franchise Agreement?
Embassy_Suites Franchise · 2025 FDDAnswer from 2025 FDD Document
- (e) Franchisee hereby fully and forever releases, discharges, and agrees to indemnify, defend, and hold harmless Franchisor, its predecessors, successors and assigns and each of their respective former and present officers, employees, directors, shareholders, partners, members, parents, subsidiaries, affiliates, alter egos, representatives, agents, and attorneys (collectively, the "Released Parties"), from any and all Claims, demands, liens, actions, agreements, suits, causes of action, obligations, controversies, debts, costs, attorney's fees, expenses, damages, judgments, orders, and liabilities of whatever kind or nature in law, equity, or otherwise, whether now known or suspected which have existed, may or do exist ("Released Claims"), based on any facts, events, or omissions occurring before the execution of this letter agreement which arise out of, concern, pertain, or relate in any way to the Franchise Agreement [IF APPLICABLE: or the Existing Comfort Letter ].
Source: Item 23 — RECEIPTS (FDD pages 97–305)
What This Means (2025 FDD)
According to Embassy Suites's 2025 Franchise Disclosure Document, a 'Claim' is comprehensively defined within the context of a release agreement related to a mezzanine loan. Specifically, it encompasses a wide array of legal and financial grievances.
The definition includes, but is not limited to, any and all demands, liens, actions, agreements, suits, causes of action, obligations, controversies, debts, costs, attorney's fees, expenses, damages, judgments, orders, and liabilities. This extensive list covers virtually any type of legal or financial issue that could arise. The definition applies whether these issues are based in law, equity, or otherwise, and whether they are currently known or unknown, suspected, or have existed in the past, may exist currently, or could exist in the future.
For a prospective Embassy Suites franchisee, this definition is crucial because it outlines the scope of what they are releasing the franchisor from in certain agreements, particularly those involving lenders. It means the franchisee is agreeing not to pursue any legal or financial recourse against Embassy Suites for any of the listed items, regardless of whether they are aware of them at the time of signing the agreement. This has significant implications for risk management and understanding the full extent of their liabilities and responsibilities as a franchisee.