Who is jointly and severally responsible for the representations and warranties made to Itan?
Itan Franchise · 2025 FDDAnswer from 2025 FDD Document
12. REPRESENTATIONS
- 12.1. Corporate Representations. You and your Owners jointly and severally represent and warrant to us that the execution and delivery of this Agreement, and the performance of your obligations hereunder, does not: (a) conflict with, breach or constitute a default under any agreement to which you are (or any affiliate of yours is) a party or by which your (or your affiliate's) assets are bound; (b) violate any order, injunction, decree, judgment or ruling of a Governmental Authority; or (c) violate any applicable Law. If the developer is an Entity, then you and your Owners also jointly and severally represent and warrant to us that: (a) the Developer Entity is duly organized, validly existing and in good standing under the Laws of the state of its formation and has the requisite power and authority to enter into this Agreement and to perform its obligations hereunder; and (b) the execution and delivery of this Agreement have been duly authorized by all requisite corporate action and this Agreement constitutes the legal, valid and binding obligation of, and is enforceable against, the Developer Entity in accordance with its terms.
- 12.2. General Representations. You and your Owners jointly and severally represent and warrant to us that: (a) other area developers may operate under different forms of agreement and our obligations and rights with respect to area developers differs materially in certain circumstances; and (b) we may negotiate terms or offer concessions to other area developers and we have no obligation to offer you the same or similar negotiated terms or concessions.
- 12.3. Anti-Terrorism Compliance. You and your Owners jointly and severally represent and warrant to
Source: Item 23 — RECEIPT (FDD pages 44–190)
What This Means (2025 FDD)
According to Itan's 2025 Franchise Disclosure Document, both the franchisee ('you') and their Owners are jointly and severally responsible for the representations and warranties made to Itan. This means that Itan can pursue either the franchisee or the Owners, or both, for any breaches of these representations and warranties.
The representations and warranties cover various aspects, including that the execution and delivery of the Franchise Agreement does not conflict with any other agreements, violate any laws or governmental authority rulings, and that the Developer Entity is duly organized and authorized to enter into the agreement. Additionally, the franchisee and their Owners represent that they understand that other area developers may have different agreements and that Itan is not obligated to offer the same terms or concessions to all developers.
Furthermore, the franchisee and their Owners must comply with anti-terrorism laws. These representations and warranties are ongoing for the duration of the franchise relationship, and the franchisee must immediately notify Itan if any event or circumstance arises that could make these representations false, inaccurate, or misleading. This places a significant responsibility on the franchisee and their Owners to ensure continuous compliance and transparency with Itan.