What kind of cooperation is expected between the seller and buyer after closing for Noodles & Company?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
- 1.j Bulk Sales Act. It will not be practicable to comply or to attempt to comply with the procedures of the bulk sales or similar laws (if any) of the state in which the Purchased Assets are located on the Closing Date. Accordingly, Seller hereby agrees to defend, indemnify and hold Buyer harmless from and against any and all costs, losses, liabilities, claims and expenses (including reasonable attorneys' fees) arising out of or resulting from the failure of Buyer or Seller to comply with or perform any actions in connection with the provisions of any such law.
Each Party agrees to indemnify the other from and against any claims for commissions by any person claiming a commission through the indemnifying Party.
- 1.g Expenses. Except as otherwise herein provided, each of the Parties shall pay its respective costs and expenses incurred or to be incurred by it in connection with the negotiations respecting this Agreement and the transactions contemplated by this Agreement, including without limitation, preparation of documents, legal and accounting fees, and obtaining any necessary approvals and the consummation of the other transactions contemplated by this Agreement.
Source: Item 23 — RECEIPT (FDD pages 99–350)
What This Means (2025 FDD)
According to the 2025 Noodles & Company FDD, both the seller and the buyer have obligations to fulfill even after the closing date of the agreement. The seller is expected to defend, indemnify, and hold the buyer harmless from any costs, losses, liabilities, claims, and expenses, including attorney fees, arising from a failure to comply with bulk sales laws. This suggests that the seller remains responsible for certain legal and financial aspects related to the business transition.
Additionally, each party agrees to indemnify the other against claims for commissions by anyone claiming a commission through the indemnifying party. This indicates an ongoing responsibility to handle any commission-related disputes that may arise post-closing. Both the buyer and seller are responsible for their own costs and expenses related to the agreement, unless otherwise stated in the agreement.
These stipulations ensure that both parties continue to act responsibly and cooperatively after the sale is finalized, addressing potential legal and financial issues that could arise from the transition. A prospective Noodles & Company franchisee should carefully review these clauses to understand their ongoing obligations and protections after acquiring a franchise.