What obligations must a buyer fulfill under the agreement with Noodles & Company before the closing date?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
- 1.a Performance of Obligations. Buyer 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 Documents. Seller shall have received the documents specified in Article X of this Agreement.
- 1.c Business Plan. Seller shall have received the Business Plan, in form and substance reasonably satisfactory to Seller, and all such other information required under Section 5.9 above, all of which shall be satisfactory to Seller.
- 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. As a condition precedent to Seller's consideration as to whether to grant such approval, Buyer shall have delivered to Seller all documentation and information requested by Seller.
- 1.e Representations. All representations and warranties of Buyer in this Agreement shall be true on and as of the Closing Date.
Source: Item 23 — RECEIPT (FDD pages 99–350)
What This Means (2025 FDD)
According to Noodles & Company's 2025 Franchise Disclosure Document, a buyer must fulfill several obligations before the closing date of the agreement. These include performing all obligations required under the agreement in all material respects. The seller must receive all documents specified in Article X of the agreement, as well as a business plan that is satisfactory to Noodles & Company.
Furthermore, the buyer must be approved as a Noodles & Company franchisee, or for expansion if they are already a franchisee. To gain this approval, the buyer must provide all necessary documentation and information requested by Noodles & Company. All representations and warranties made by the buyer in the agreement must be true as of the closing date.
These conditions ensure that the buyer is prepared and qualified to take over the franchise, and that Noodles & Company has all the necessary information and assurances before finalizing the transaction. Meeting these obligations is crucial for a smooth transition and successful franchise operation.