factual

Does the Fat Shack certificate prohibit any actions by the guarantor?

Fat_Shack Franchise · 2025 FDD

Answer from 2025 FDD Document

EXHIBIT V TO FRANCHISE AGREEMENT

GUARANTY AND ASSUMPTION OF FRANCHISEE'S OBLIGATIONS

  • A. In consideration of, and as an inducement to, the execution of the above Franchise Agreement ("Franchise Agreement") by FAT SHACK INC. ("FSI"), each of the undersigned hereby personally and unconditionally:
    1. Guarantees to FSI and its successors and assigns, for the term of the Franchise Agreement, including renewals thereof, that franchisee named on the signature page ("Franchisee") shall punctually pay and perform each and every undertaking, agreement and covenant set forth in the Franchise Agreement; and
    1. Agrees to be personally bound by, and personally liable for the breach of, each and every provision in the Franchise Agreement, including but not limited to, the terms of the articles and sections pertaining to non-competition during and after the term, confidentiality and the Marks and copyrighted works of FSI.
  • B. Each of the undersigned waives the following:
      1. Acceptance and notice of acceptance by FSI of the foregoing undertaking;
    1. Notice of demand for payment of any indebtedness or nonperformance of any obligations hereby guaranteed;
    1. Protest and notice of default to any party with respect to the indebtedness or nonperformance of any obligations hereby guaranteed;
    1. Any right he or she may have to require that any action be brought against Franchisee or any other person as a condition of liability; and
    1. Notice of any amendment, modification, deletion or addition of any term or condition of or to any of the obligations hereby guaranteed.
      1. Notice of any termination as to future liability of any other guarantor.
    1. Any and all other notices and legal or equitable defenses to which he or she may be entitled.
  • C. Each of the undersigned consents and agrees that:
      1. His or her direct and immediate liability under this guaranty will be joint and several;
    1. He or she will render any payment or performance required under the Franchise Agreement upon demand if Franchisee fails or refuses punctually to do so;
    1. His or her liability hereunder will not be contingent or conditioned upon pursuit by FSI of any remedies against Franchisee or any other person; and

Source: Item 23 — Receipts (FDD pages 53–223)

What This Means (2025 FDD)

According to Fat Shack's 2025 Franchise Disclosure Document, the Guaranty and Assumption of Franchisee's Obligations agreement outlines several ways a guarantor's actions can be impacted. The guarantor personally guarantees that the franchisee will fulfill all obligations in the Development Agreement or Franchise Agreement, including payments and adherence to all covenants. This means the guarantor is legally bound to ensure the franchisee complies with the agreement's terms. The guarantor also agrees to be personally liable for any breaches of the agreement by the franchisee. This obligation extends to terms related to non-competition, confidentiality, and the use of Fat Shack's trademarks and copyrighted materials.

The guarantor waives several rights, including the right to receive notices related to acceptance of the guaranty, demands for payment, or defaults. They also waive the right to require Fat Shack to first pursue action against the franchisee before seeking recourse from the guarantor. This waiver streamlines the process for Fat Shack to seek remedies directly from the guarantor if the franchisee fails to meet their obligations.

Furthermore, the guarantor consents to direct and immediate joint and several liability, meaning Fat Shack can pursue the guarantor directly without needing to pursue the franchisee first. The guarantor's liability is not contingent upon Fat Shack pursuing other remedies and will not be affected by any amendments or modifications to the Development Agreement or Franchise Agreement. These provisions collectively ensure that the guarantor remains fully responsible for the franchisee's performance under the agreement, with limited ability to contest or delay fulfilling those obligations.

Disclaimer: This information is extracted from the 2025 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.