What opportunity does the Noodles & Company buyer have regarding the purchased assets, considering the disclaimers?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
15.08 Option to Purchase.
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"). In the event we have exercised such option we shall have the right to immediately enter and take over operations of the Premises. 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. We shall have the unrestricted right to assign this option to purchase the Assets. We shall be entitled to all customary representations and warranties that the Assets are free and clear (or, if not, accurate and complete disclosure) as to: (1) ownership, condition and title; (2) liens and encumbrances; (3) environmental and hazardous substances; and (4) validity of contracts and liabilities inuring to user affecting the Assets, whether contingent or otherwise.
- (a) Purchase Price.
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.
Further, the Purchase Price for the Assets shall not contain any factor or increment (including goodwill) for any trademark, service mark or other commercial symbol used in connection with the operation of the Noodles & Company Restaurant.
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 Noodles & Company's 2025 Franchise Disclosure Document, upon the expiration or termination of the Area Operator Agreement, Noodles & Company has the option to purchase some or all of the assets of the Noodles & Company restaurant. Noodles & Company will provide written notice to the Area Operator within 30 days of the termination or expiration date if they intend to exercise this option. If Noodles & Company exercises this option, they have the right to immediately take over operations of the premises.
The assets that Noodles & Company may purchase include leasehold improvements, equipment, vehicles, furnishings, fixtures, signs, inventory (nonperishable products, materials, and supplies), liquor licenses, other necessary licenses, and the real estate or lease for the premises. Noodles & Company also has the right to assign this purchase option to another party. Noodles & Company is entitled to customary representations and warranties that the assets are free and clear of issues related to ownership, condition, title, liens, environmental and hazardous substances, and the validity of contracts and liabilities.
The purchase price for the assets will be their fair market value, or the fair market value of the lease for leased assets, determined as of the purchase date. This valuation will account for reasonable depreciation and the condition of the assets, less any liabilities associated with the assets that Noodles & Company chooses to assume. However, the purchase price will not include any value for trademarks, service marks, or other commercial symbols associated with the Noodles & Company Restaurant. Noodles & Company may exclude any assets that do not meet the current system standards or for which the Area Operator cannot provide a satisfactory bill of sale.