factual

Is the Guaranty for the Fat Shack Development Agreement continuing and irrevocable?

Fat_Shack Franchise · 2025 FDD

Answer from 2025 FDD Document

EXHIBIT B TO DEVELOPMENT AGREEMENT

GUARANTY AND ASSUMPTION OF FRANCHISEE'S OBLIGATIONS

  • A. In consideration of, and as an inducement to, the execution of the above Development Agreement ("Development 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 Development 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 Development Agreement; and
    1. Agrees to be personally bound by, and personally liable for the breach of, each and every provision in the Development Agreement.
  • 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 Development 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
    1. His or her liability hereunder will not be diminished, relieved or otherwise affected by any amendment, assignment or modification of the Development Agreement or any extension of time,

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 is designed to ensure the franchisee fulfills their commitments under the Development Agreement. Specifically, each person signing the Guaranty personally and unconditionally guarantees to Fat Shack Inc. (FSI) that the franchisee will punctually pay and perform every agreement and covenant outlined in the Development Agreement for its entire term, including any renewals. They also agree to be personally bound by and liable for any breaches of the Development Agreement's provisions. This obligation remains in effect for the duration of the Development Agreement.

The individuals signing the Guaranty waive several rights, including the right to receive notice of acceptance of the guaranty by FSI, notice of demand for payment or nonperformance, and notice of default. They also waive any right to require FSI to take action against the franchisee or any other person before enforcing the guaranty. Furthermore, they waive notice of any amendments, modifications, or terminations related to the obligations guaranteed. This means that the guarantor's obligations are direct and not contingent on FSI pursuing other remedies.

The Guaranty also stipulates that the liability of each signatory is joint and several, meaning each guarantor is individually responsible for the full amount of the franchisee's obligations. The guarantors consent to render payment or performance immediately upon demand if the franchisee fails to do so. Their liability will not be diminished or affected by any changes to the Development Agreement or any extensions of time granted. This comprehensive set of waivers and consents underscores the seriousness of the Guaranty and the extent to which the guarantors are committing to ensuring the franchisee's compliance with the Development Agreement.

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.