For Marble Slab Creamery, what is Fatburger's role in the operating agreement?
Marble_Slab_Creamery Franchise · 2025 FDDAnswer from 2025 FDD Document
ons | 11 | | 7.4 Other Allocation Rules. | 12 | | 7.5 Determination of Net Profit or Loss. Determination of Net Profit or Loss | 12 | | 7.6 Mandatory Tax Allocations Under Code Section 704(c) | 13 | | 7.7 Distributions | 13 | | ARTICLE 8 DISSOLUTION AND LIQUIDATION | 13 | | 8.1 Events of Dissolution | | | 8.2 Liquidation Upon Dissolution and Winding Up | 13 | | 8.3 No Obligation to Restore Negative Capital Account Balance | | | ARTICLE 9 TRANSFER OF MEMBER'S INTEREST | 14 | | 9.1 General Restriction on Transfer | 14 | | 9.2 Pledge or Encumbrance of Units | 14 | | 9.3 Voluntary Sale or Transfer | | | 9.4 Effect of Transfer | 15 | | ARTICLE 10 LIMITATION OF LIABILITY; INDEMNIFICATION | 15 | | 10.1 Indemnification of Manager | 15 | | 10.2 Limitation of Liability | 16 | | ARTICLE 11 MISCELLANEOUS | 16 | | 11.1 Notices | 16 | | 11.2 Governing Law and Jurisdiction for Disputes | 16 | | 11.3 Amendments | | | 11.4 Construction | 17 | | 11.5 Headings | 17 | | 11.6 Waivers | 17 | | 11.7 Remedies | 17 | | 11.8 Severability | 17 | | 11.9 Heirs, Successors and Assigns | | | 11.10 Creditors | 17 | | 11.11 Entire Agreement | 17 | | 11.12 Counterparts | 17 |
OPERATING AGREEMENT
of [___________________]
(a Delaware Limited Liability Company)
| THIS OPERATING AGREEMENT, dated [] is made by and between Fatburger Corporation, a Delaware corporation ("Fatburger") and [] ([""], each a "Member" and together, the "Members"). |
|---|
| ARTICLE 1 FORMATION |
| 1.1 |
| Certificate of Formation. A Certificate of Formation was filed on []. |
| 1.2 |
| Name. The name of the limited liability company is [""]. |
| 1.3 |
| Purpose. The principal business activities of the Company are to purchase, hold, |
| develop and operate one or more Fatburger franchise restaurants (each, a "Restaurant") and to |
| engage in any activities directly or indirectly related or incidental thereto. However, the business |
| and purposes of the Company shall not be limited to its principal business activities and the |
| Company shall have authority to engage in any other lawful business, trade, purpose or activity |
| permitted by the Act and shall possess and may exercise all of the powers and privileges granted |
| by the Act together with any powers incidental thereto, so far as such powers or privileges are |
| necessary or convenient to the conduct, promotion or attainment of the business, purposes or |
| activities of the Company. |
| 1.4 |
| Exercise and/or Transfer of Development Rights. In connection with the |
| exercise of any development rights with respect to any Restaurant, (other than the initial |
| Restaurant), Fatburger and [] shall form a separate limited liability company into |
| which the development rights for such Restaurant shall be transferred for exercise. Fatburger |
| and [] agree to enter into an operating agreement with respect to such limited liability |
| company with terms substantially identical to this Agreement. |
| 1.5 |
| Term. The Company shall have perpetual existence unless it is earlier dissolved in |
| accordance with Article 8. |
| 1.6 |
| Principal Place of Business. The principal place of business of the Company shall |
| be []. The Manager may relocate the principal place of business or establish |
| additional offices from time to time. |
| 1.7 |
| Registered Office and Registered Agent. The name of the registered agent and |
| address of the registered office of the Company is as set forth in the Certificate. The Manager |
may cause the Company to change, from time to time, its resident agent for service of process, or the location of its registered office in Delaware.
ARTICLE 2. -- DEFINITIONS
The following terms used in this Agreement shall have the following meanings (unless otherwise expressly provided herein):
- "Act" means the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended.
- "Agreement" means this limited liability company agreement, as originally executed and as amended from time to time.
- "Capital Account" has the meaning defined in Section 3.5.
- "Code" means the Internal Revenue Code of 1986, as amended, or corresponding provisions of subsequent superseding federal revenue laws.
- "Company" means the limited liability company governed by this Agreement.
Source: Item 23 — RECEIPT (FDD pages 101–346)
What This Means (2025 FDD)
According to the 2025 Marble Slab Creamery FDD, Fatburger Corporation is a party in the Operating Agreement. The agreement, dated as of a specified date, is between Fatburger Corporation, a Delaware corporation, and the identified members. The principal business activities of the company formed by this agreement include purchasing, holding, developing, and operating one or more Fatburger franchise restaurants, as well as engaging in activities related or incidental to these operations. The company's business activities are not limited to its principal activities, and it has the authority to engage in any other lawful business, trade, purpose, or activity permitted by law.
In connection with exercising development rights for any restaurant beyond the initial one, Fatburger and the other party will form a separate limited liability company. The development rights for such a restaurant will be transferred to this new company for exercise. Both parties agree to enter into an operating agreement with terms substantially identical to the initial agreement for each new limited liability company formed for subsequent restaurants. The company formed by the operating agreement has perpetual existence unless dissolved according to Article 8 of the agreement.
Fatburger North America, Inc. ("FBNA"), a California corporation, is identified as the originator of a distinctive concept for a quick service restaurant system offering limited menu items, primarily hamburgers, under the trademarks "Fatburger" and "The Last Great Hamburger Stand". FBNA and the Owner have entered into a Franchise Agreement dated as of a specified date, pursuant to which FBNA has granted Owner a license to use FBNA's trademarks, trade dress and proprietary methods of operation in connection with the operation of the Restaurant.