What is included in the Noodles & Company 'Inventory' that the buyer receives on the Closing Date?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
At Closing, Seller shall deliver to Buyer the following documents duly executed by Seller:
- 1.c Bill of Sale. A bill of sale conveying ownership of the Fixed Assets, Inventory, Permits and Licenses and Change Fund in the form attached hereto as Exhibit 9.3 (the "Bill of Sale").
From the date of this Agreement through and including the Closing Date, Seller shall use commercially reasonable efforts to operate the Restaurants and maintain the Purchased Assets in the usual and ordinary course and substantially in the same manner as heretofore conducted such that at Closing there will exist an appropriate level and mix of Inventory to allow the Restaurants to be open and run normally, unless otherwise consented to or approved by Buyer in writing.
Upon the expiration or termination of this Agreement for any reason, we shall give written notice to Area Operator, within 30 days after the
effective date of termination or expiration, if we intend to exercise our option to purchase from Area Operator some or all of the assets used in the Noodles & Company Restaurant ("Assets"). As used in this Section 15.08, "Assets" shall mean and include, without limitation, leasehold improvements, equipment, vehicles, furnishings, fixtures, signs and inventory (nonperishable products, materials and supplies) used in the Restaurant, any liquor licenses and any other licenses necessary to operate the Premises, and the real estate fee simple or the lease for the Premises.
The purchase price for the Assets ("Purchase Price") shall be their fair market value, (or, for leased assets, the fair market value of Area Operator's lease) determined as of the effective date of purchase in a manner that accounts for reasonable depreciation and condition of the Assets less the amount of any liabilities associated with the Assets which we elect, in our sole discretion, to assume; provided, however, that the Purchase Price shall take into account the termination of this Agreement.
We may exclude from the Assets purchased in accordance with this Section any equipment, vehicles, furnishings, fixtures, signs, and inventory that are not approved as meeting then-current standards for a System Restaurant or for which Area Operator cannot deliver a bill of sale in a form satisfactory to us.
Source: Item 23 — RECEIPT (FDD pages 99–350)
What This Means (2025 FDD)
According to the 2025 Noodles & Company Franchise Disclosure Document, when a sale occurs, the seller will deliver a bill of sale to the buyer conveying ownership of several items including the inventory. The inventory is to be at an appropriate level and mix to allow the restaurants to be open and run normally.
Noodles & Company also has the option to purchase from the Area Operator some or all of the assets used in the Noodles & Company Restaurant, including inventory (nonperishable products, materials, and supplies) used in the Restaurant.
The purchase price for the assets shall be their fair market value, determined as of the effective date of purchase in a manner that accounts for reasonable depreciation and condition of the Assets less the amount of any liabilities associated with the Assets which Noodles & Company elects, in its sole discretion, to assume; provided, however, that the Purchase Price shall take into account the termination of this Agreement. Noodles & Company may exclude from the Assets purchased any inventory that is not approved as meeting then-current standards for a System Restaurant or for which Area Operator cannot deliver a bill of sale in a form satisfactory to Noodles & Company.