If the Itan developer is an entity, what must be represented regarding its legal standing?

According to Itan's 2025 Franchise Disclosure Document, if the area developer is a business entity, certain representations and warranties regarding its legal standing must be made to Itan. Specifically, the developer and its owners must jointly and severally represent and warrant that the entity is duly organized, validly existing, and in good standing under the laws of the state where it was formed. This means the entity was properly created according to the state's regulations and is currently authorized to conduct business there. They must also confirm that the entity possesses the necessary power and authority to enter into the Area Development Agreement and fulfill its obligations as outlined in the agreement.

Furthermore, the developer and its owners must represent and warrant that the execution and delivery of the Area Development Agreement have been duly authorized by all required corporate actions. This implies that the entity's governing body, such as its board of directors or members, has properly approved the agreement. Finally, they must represent that the Area Development Agreement constitutes a legal, valid, and binding obligation of the developer entity, enforceable against it according to the agreement's terms. This ensures that Itan has a legally sound agreement with the developer entity.

These representations are crucial for Itan as they provide assurance that the developer entity is a legitimate and legally sound business capable of fulfilling its obligations under the Area Development Agreement. If these representations are untrue, Itan may have grounds to terminate the agreement or pursue legal action against the developer entity and its owners. This is a common practice in franchising to protect the franchisor's interests and ensure that franchisees or developers are legally compliant and capable of meeting their contractual obligations.