What representations and warranties must an Itan franchisee provide to the franchisor regarding the title to and condition of the assets or Equity Interest?
Itan Franchise · 2025 FDDAnswer from 2025 FDD Document
You and Owner each represent and warrant that: (a) [Insert franchisee entity name] is duly authorized to execute this Agreement and perform its obligations hereunder; (b) neither you nor Owner has assigned, transferred or conveyed, either voluntarily or by operation of law, any of their rights or claims against any of the Franchisor Parties or any of the rights, claims or obligations being terminated or released hereunder; (c) you and Owner have not and shall not (i) institute or cause to be instituted against any of the Franchisor Parties any legal proceeding of any kind, including the filing of any claim or complaint with any state or federal court or regulatory agency, alleging any violation of common law, statute, regulation or public policy premised upon any legal theory or claim whatsoever relating to the matters released in this Agreement or (ii) make any verbal, written or other communication that could reasonably be expected to damage or adversely impact any Franchisor Party's reputation or goodwill; and (d) the individuals identified as Owners on the signature pages hereto together hold 100% of the legal and beneficial ownership interests in [Insert franchisee entity name].
Source: Item 23 — RECEIPT (FDD pages 44–190)
What This Means (2025 FDD)
According to the 2025 Itan Franchise Disclosure Document, when signing a general release, franchisees make several representations and warranties to Itan. Specifically, the franchisee warrants that they have the authority to execute the agreement and fulfill their obligations. They also confirm that they have not transferred any rights or claims against Itan.
Furthermore, the franchisee warrants that they have not initiated any legal proceedings against Itan and will not make any communications that could damage Itan's reputation or goodwill. If the franchisee is an entity, the owners signing the agreement must hold 100% of the legal and beneficial ownership interests in that entity.
These representations and warranties are considered 'continuing' for the duration of the franchise relationship. Franchisees must immediately inform Itan if any event or circumstance arises that could make these representations false, inaccurate, or misleading. This ensures Itan is kept aware of any changes in the franchisee's situation that could affect their obligations or the validity of the agreement.