How long does Itan have to close the transaction after the purchase price of the Acquired Assets has been established?

According to Itan's 2025 Franchise Disclosure Document, Itan has at least 60 days to close the transaction after the purchase price of the acquired assets has been established. This means that once the appraised value of the assets is determined, whether through mutual agreement or an appraisal process, Itan has a minimum of two months to finalize the acquisition.

This timeframe provides Itan with sufficient opportunity to prepare for the closing, which includes executing the Asset Purchase Agreement and arranging for the payment of the purchase price. The agreement will include customary representations and warranties regarding the title and condition of the acquired assets. Itan may deduct from the purchase price any amounts the franchisee owes to Itan or its affiliates under any definitive agreements, including liquidated damages and other damages (excluding lost profits) resulting from the franchisee's breach of the agreement. Additionally, Itan can deduct the amount of any liabilities it assumes on the franchisee's behalf, such as future rent and prepaid liabilities like gift cards or package purchases.

For a prospective franchisee, this clause provides clarity on the timeline for the final stages of the purchase process should Itan exercise its purchase option. It allows the franchisee to plan accordingly and understand the expected duration for transferring the assets and receiving payment. The franchisee should ensure they understand the conditions under which Itan may deduct amounts from the purchase price, and carefully review the Asset Purchase Agreement to be aware of all representations and warranties required.