Under what condition is a waiver binding upon FSI in the Fat Shack agreement?

According to Fat Shack's 2025 Franchise Disclosure Document, FSI (the franchisor) has the option to purchase a franchisee's Fat Shack restaurant. FSI may decide not to exercise its option to purchase at any time before closing if it determines that any of the conditions related to the purchase have not been or cannot be satisfied.

This means that FSI retains the right to withdraw from the purchase agreement if certain conditions are not met prior to the final closing date. These conditions likely pertain to the operational and financial health of the Fat Shack location, as well as compliance with brand standards and legal requirements.

For a prospective Fat Shack franchisee, this clause highlights the importance of maintaining consistent performance and adhering to all contractual obligations. Failure to meet these conditions could result in FSI declining to purchase the restaurant, which could impact the franchisee's exit strategy or future plans for the business.