What two conditions must be met for MRCOOL Franchising, LLC to assume all rights and interests in the Lease?
Mrcool Franchise · 2025 FDDAnswer from 2025 FDD Document
This Assignment is for collateral purposes only and except as may be otherwise expressly stated and specified herein under no circumstance shall Assignee have any liability or obligation under the Lease and/or Leased Premises, unless: (a) Assignee provides an express written statement that is addressed to Assignor and the landlord for the Leased Premises, is delivered by Assignee to Assignor and the landlord for the Leased Premises, is signed by an officer of Assignee, and that expressly states that Assignee is assuming all rights and interests in and to the Lease pursuant to this Assignment; and (b) Assignee takes possession of the Leased Premises pursuant to the terms hereof, and Assignee assumes the obligations of Assignor under the Lease.
Source: Item 23 — RECEIPTS (FDD pages 55–263)
What This Means (2025 FDD)
According to Mrcool's 2025 Franchise Disclosure Document, Mrcool Franchising, LLC, as the Assignee, must meet two specific conditions to assume all rights and interests in the lease. These conditions are outlined to protect both the Assignor (the franchisee) and the landlord.
First, Mrcool must provide an express written statement. This statement needs to be addressed to both the franchisee (Assignor) and the landlord of the leased premises. The statement must be delivered to both parties, signed by an officer of Mrcool Franchising, LLC, and explicitly state that Mrcool is assuming all rights and interests in the lease. This ensures clear communication and documentation of Mrcool's intent to take over the lease.
Second, Mrcool must take possession of the leased premises according to the terms of the assignment and assume the obligations of the franchisee under the lease. This means Mrcool is not only taking over the rights but also the responsibilities associated with the lease, such as rent payments and property maintenance. By meeting these conditions, Mrcool Franchising, LLC effectively steps into the shoes of the franchisee concerning the lease agreement.