What representation does Itan require regarding the authorization of the agreement's execution if the developer is an entity?
Itan Franchise · 2025 FDDAnswer from 2025 FDD Document
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.
Source: Item 23 — RECEIPT (FDD pages 44–190)
What This Means (2025 FDD)
According to Itan's 2025 Franchise Disclosure Document, if the developer is an entity, Itan requires specific representations and warranties. The developer and its owners must jointly and severally represent and warrant that the developer entity is duly organized, validly existing, and in good standing under the laws of its formation state. They must also confirm that the entity possesses the necessary power and authority to enter into the agreement and fulfill its obligations.
Furthermore, Itan requires assurance that the execution and delivery of the agreement have been duly authorized by all requisite corporate actions. This means that the entity has followed all necessary internal procedures, such as board resolutions or shareholder approvals, to authorize the agreement.
Finally, Itan needs a representation that the 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, minimizing potential legal challenges regarding the agreement's validity or enforceability.