How long does Gold Star have to exercise its right of first refusal to purchase Restricted Assets?
Gold_Star Franchise · 2025 FDDAnswer from 2025 FDD Document
After the receipt by the COMPANY of such offer, the COMPANY shall have thirty (30) days to purchase the Restricted Assets for the price and on the terms and conditions contained in the written proposed offer.
Failure of the COMPANY to accept such offer within said thirty (30) days shall constitute a rejection (provided that the COMPANY may substitute cash for any form of payment proposed in such offer and shall have not less than sixty (60) days to prepare for
closing). If the COMPANY does not exercise its right of first refusal, FRANCHISEE or such transferor shall have ninety (90) days from the date of the COMPANY's rejection to Transfer the subject property in accordance with this Section, and subject to the COMPANY's approval pursuant to Section 13.4, below, but only upon terms and conditions no more favorable than those offered to the COMPANY. Before consummation of a Transfer to any third party, FRANCHISEE shall submit a copy of all Transfer documentation (signed by the parties, but expressly subject to the COMPANY's right of first refusal) to the COMPANY at least thirty (30) days in advance of any proposed consummation or closing date for the COMPANY's review and comparison with the offer previously submitted to it. If there has been a change or changes in the Transfer terms and the COMPANY considers such change or changes material, the COMPANY shall again have the right of first refusal herein provided. The COMPANY's right of first refusal shall be unrestricted and absolute, and the COMPANY shall in all cases have thirty (30) days to consider and act on each offer or any change in terms and conditions of offer. Nothing contained in this Section shall in any way be deemed to impair the COMPANY's discretion in considering, approving or disapproving any request to Transfer or to consent to a Transfer.
Source: Item 23 — Receipts (FDD pages 53–163)
What This Means (2025 FDD)
According to Gold Star's 2025 Franchise Disclosure Document, Gold Star has 30 days to purchase the Restricted Assets after receiving an offer from the franchisee. This right of first refusal allows Gold Star to buy back the assets if a franchisee wishes to transfer them.
If Gold Star decides to exercise its right of first refusal, it can substitute cash for any proposed payment method. However, Gold Star is allowed no less than 60 days to prepare for the closing of the purchase.
If Gold Star declines to exercise its right of first refusal, the franchisee then has 90 days from the date of Gold Star's rejection to transfer the property, subject to Gold Star's final approval. Before the transfer to a third party, the franchisee must submit all transfer documentation to Gold Star at least 30 days before the proposed closing date. If there are any material changes to the transfer terms, Gold Star has another 30 days to consider and act on the revised offer.