For the Embassy Suites By Hilton Guaranty, what is the definition of 'Franchise Agreement'?
Embassy_Suites_By_Hilton Franchise · 2025 FDDAnswer from 2025 FDD Document
eement is deleted in its entirety and replaced with the following:
- 16.11.1 you have independently investigated the risks of operating the Hotel and a spa under the Brand, including current and potential market conditions and competitive factors and risks, and have made an independent evaluation of all such matters and reviewed our Franchise Disclosure Document, if applicable.
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- Original Document. This Amendment may be executed in any number of counterparts, and delivered by facsimile or other electronic transmission, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
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- Authority. Franchisee represents and warrants that the individual signing this Amendment on its behalf has the necessary authority and legal capacity to execute this instrument and represent Franchisee.
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- Effect. The terms of this Amendment are expressly made subject to and are governed by the Franchise Agreement. Except as specifically amended by this Amendment, the Franchise Agreement shall continue in full force and effect. In the event of a conflict between the terms of the Franchise Agreement and this Amendment, this Amendment shall control.
IN WITNESS WHEREOF the parties have executed this Amendment as indicated below to take effect as of the Effective Date.
[INSERT FRANCHISEE ENTITY], a [INSERT TYPE OF ENTITY] HILTON FRANCHISE HOLDING LLC, a Delaware limited liability company Executed: Executed:
EXHIBIT E
U.S. GUARANTY OF FRANCHISE AGREEMENT
Insert Hotel Name
[THE BRACKETED LANGUAGE IS INSERTED FOR A SITE RELATED GUARANTY WITH TENANT-IN-COMMON (TIC) OWNERSHIP]
| THIS U.S. GUARANTY | OF FRANCHISE AGREEMENT ("Guaranty") is executed as of [Date] | ||
|---|---|---|---|
| ("Effective Date") by, | a[jointly, severally, | ||
| individually and collectively] | ("Guarantor"), in favor of HILTON FRANCHISE HOLDING | LLC, a Delaware | |
| limited liability company | confirm Franchisor entity, as consideration of and as an | ||
| ("Franchisor") | |||
| induce |
Source: Item 22 — CONTRACTS (FDD page 97)
What This Means (2025 FDD)
According to the 2025 Embassy Suites By Hilton Franchise Disclosure Document, the U.S. Guaranty of Franchise Agreement defines the term 'Franchise Agreement'. It is defined as the agreement with an effective date of '[Date]' between the Franchisor and the Franchisee, including all applicable amendments, addenda, riders, supplemental agreements, and assignments.
In simpler terms, the 'Franchise Agreement' encompasses the original contract signed between Hilton Franchise Holding LLC and the franchisee, along with any changes or additions made to it over time through amendments, addenda, or other supplementary agreements. This definition is important because the Guarantor's obligations extend to all aspects of the Franchise Agreement, including any modifications made to it.
For a prospective Embassy Suites By Hilton franchisee, this means that if a third party (the Guarantor) is guaranteeing the franchisee's obligations under the Franchise Agreement, that guaranty covers not only the original agreement but also any subsequent changes or additions. This ensures that the franchisor is protected against any potential defaults by the franchisee, even if the terms of the agreement are modified after the guaranty is executed. Franchisees should ensure they fully understand the implications of the guaranty and how it relates to their obligations under the Franchise Agreement.