What items are subject to adjustment at closing for a Noodles & Company franchise purchase?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
ation.** Neither Seller nor Buyer shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction that enjoins or prohibits the consummation of the transactions contemplated by this Agreement.
- 1.b Landlord Consents; Estoppels and Waivers. All required consents to the Assignment of Lease Properties or Subleases required from landlords shall have been obtained.
Article 7
CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER
The obligations of Buyer to effect the transactions contemplated by this Agreement shall be subject to fulfillment or waiver at or prior to the Closing Date of the following conditions set forth below. In the event any condition is not satisfied as aforesaid, Seller shall have the right to extend the time for Closing for up to sixty (60) days.
1.a Performance of Obligations. Seller shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Closing Date.
1.b Inspection Objections. All Inspection Objections that Seller is obligated hereunder to correct shall have been corrected to Buyer's reasonable satisfaction, unless waived by Buyer.
1.c Documents. Buyer shall have received the documents specified in Article IX of this Agreement.
1.d Franchisee Approval. Buyer shall have been approved, in Seller's sole discretion, as a Noodles & Company franchisee or, if Buyer already is a Noodles & Company franchisee, Buyer shall have been approved, in Seller's sole discretion, for expansion;
Source: Item 23 — RECEIPT (FDD pages 99–350)
What This Means (2025 FDD)
According to the 2025 Noodles & Company FDD, several conditions must be met for both the seller's and buyer's obligations to be fulfilled at the closing of a franchise transfer. For the seller, these conditions include performing all obligations under the agreement, correcting inspection objections to the buyer's satisfaction (unless waived), and providing all necessary documents as specified in Article IX of the agreement. These stipulations ensure that the seller has met their contractual duties and that the buyer receives the restaurant in the agreed-upon condition with all required paperwork.
For the buyer, a critical condition is approval as a Noodles & Company franchisee. This approval is at the sole discretion of Noodles & Company. If the buyer is already a franchisee, they must be approved for expansion. To be considered for approval, the buyer must provide all requested documentation and information to Noodles & Company. Additionally, all representations and warranties made by the seller in the agreement must be true and correct in all material respects as of the closing date.
The FDD also states that the seller has the right to extend the closing for up to sixty days if any condition is not satisfied. These conditions precedent protect both parties by ensuring that all obligations are met and all information is accurate before the franchise transfer is finalized. This is a fairly standard practice in franchise agreements, as it safeguards the interests of both the seller and the buyer during the transfer process.