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Can Itan deduct from the purchase price any amounts I owe to their affiliates under any Definitive Agreements?

Itan Franchise · 2025 FDD

Answer from 2025 FDD Document

We may deduct from the purchase price: (i) any amounts you owe us or our affiliates under any Definitive Agreements including, if applicable, liquidated damages and other damages owed (other than lost profits) as a result of our termination of this Agreement due to your breach; and (ii) the amount of any liabilities we assume on your behalf, including future rent and pre-paid liabilities (e.g., gift cards or "package" purchases).

Source: Item 23 — RECEIPT (FDD pages 44–190)

What This Means (2025 FDD)

According to Itan's 2025 Franchise Disclosure Document, when Itan purchases your franchise, they have the right to deduct certain amounts from the purchase price. Specifically, Itan can deduct any amounts that you owe to them or their affiliates under any Definitive Agreements. This includes, if applicable, liquidated damages and other damages (excluding lost profits) if Itan terminated the Franchise Agreement due to your breach.

Additionally, Itan can deduct the amount of any liabilities they assume on your behalf. This includes future rent and pre-paid liabilities, such as gift cards or "package" purchases. This means that if you have outstanding financial obligations to Itan, their affiliates, or third parties that Itan assumes, these amounts will be subtracted from the money you receive when Itan buys back your franchise.

This provision protects Itan by ensuring they can recover outstanding debts and assumed liabilities when acquiring a franchise unit. As a prospective franchisee, it's crucial to understand all the potential financial obligations outlined in the Franchise Agreement and any related Definitive Agreements to avoid unexpected deductions from the purchase price if Itan ever acquires your franchise.

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.