Under what conditions is an Embassy Suites franchisee required to accept Our Offer?

According to Embassy Suites's 2025 Franchise Disclosure Document, a franchisee is required to accept 'Our Offer' under specific conditions related to the sale or lease of the hotel or hotel site. If a franchisee or a controlling affiliate wants to transfer any equity interest, or receives an unsolicited bona fide offer from a third party to purchase or lease the hotel or hotel site, they must notify Embassy Suites in writing with a ROFO Notice. Embassy Suites then has the option to make an offer to purchase or lease the Marketed Interest.

The franchisee has 20 days to accept or reject 'Our Offer' from Embassy Suites. According to the FDD, if 'Our Offer' is for a price equal to or greater than stated in the notice and is on substantially similar terms and conditions as (or is more favorable than) those stated in the ROFO Notice, then the franchisee must accept 'Our Offer'.

If the franchisee accepts 'Our Offer', both parties will enter into an agreement and complete the transaction within 60 days of the written acceptance. During this 60-day period, the franchisee cannot offer the hotel or hotel site to any third party. If the franchisee does not accept 'Our Offer' or it is deemed rejected, they may transfer the Marketed Interest to a third party after a 270-day period, provided the price is greater than and/or on more favorable terms than the price and terms stated in 'Our Offer' and they comply with the transfer provisions in Section 12.2.2 of the agreement.