What options does Itan have regarding representations and warranties when exercising its right of first refusal?

According to Itan's 2025 Franchise Disclosure Document, when Itan exercises its right of first refusal to purchase a franchisee's interest, the franchisee must provide Itan with customary representations and warranties regarding the title to and condition of the assets or equity interest being purchased.

However, Itan has the option to instead accept the representations and warranties that were already included in the offer made by the third-party purchaser. This provides Itan with flexibility in the purchase process, allowing them to rely on the due diligence and negotiated terms of the initial offer if they choose.

This clause ensures that Itan has some protection regarding the assets or equity it is acquiring, either through standard warranties or those previously agreed upon. It also streamlines the process, as Itan can opt to use existing warranties rather than requiring new ones. Franchisees should be aware of their obligation to provide these representations and warranties when considering a transfer of ownership.