What representation does Itan require regarding the developer entity's power and authority to enter into the agreement?
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 entity must represent that it is duly organized, validly existing, and in good standing under the laws of its formation state.
Furthermore, Itan requires assurance that the developer entity possesses the necessary power and authority to enter into the Area Development Agreement and fulfill its obligations as outlined in the agreement. This means the entity is legally capable of making the commitment.
Finally, Itan needs confirmation that the execution and delivery of the Area Development Agreement have been properly authorized through all necessary corporate actions. Itan also requires that the agreement constitutes a legal, valid, and binding obligation of the developer entity, enforceable under its terms. This ensures that Itan has recourse if the developer entity fails to meet its obligations.