What prepaid expenses, rentals, and deposits must the buyer pay to the seller at closing for Noodles & Company?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
Rents and other charges paid or due under any Assumed Contract, under the Prime Leases concerning the Subleased Properties and any other expense related to the Properties for the month of Closing will be prorated between Seller and Buyer as of the Closing Date.
Buyer shall pay to Seller at the Closing the following amounts: (i) an amount equal to the sum of all prepaid expenses, rentals and deposits (including, without limitation, security deposits but excluding utility deposits) associated with any Assumed Contract, utility service, and/or Prime Lease; (ii) any advance rent (or additional rent) then due and payable to Seller under the Leases or Subleases; (iii) a prorated amount, as of the Closing Date, of all prepaid real and personal property taxes and assessments for the calendar year in which Closing occurs, if any; and (iv) all costs incurred by Seller to copy and/or scan file documents concerning the Properties at Buyer's request ("Copying Costs"), which costs have not been previously reimbursed to Seller.
Real and personal property tax and assessment prorations shall be calculated based on the actual amounts of such real and personal property taxes and assessments.
Such prorations shall result in an adjustment of the Purchase Price, which shall be mutually agreed to by the parties.
If such amounts are not available, the prorations shall be calculated based on the real estate and personal tax and assessment amounts for the prior year, subject to re-proration when the actual amounts become available.
In the event that Seller and Buyer cannot mutually agree upon the pro-rated shares of Buyer and Seller under this Section 2.3, such pro-rated shares shall be determined by arbitration as provided in Section 13.18.
Seller will cooperate with Buyer in having all utilities switched to Buyer's name and account as of the Closing Date.
All costs associated with title insurance, surveys, environmental reviews, inspections, due diligence and similar items shall be paid by Buyer.
Source: Item 23 — RECEIPT (FDD pages 99–350)
What This Means (2025 FDD)
According to the 2025 Noodles & Company Franchise Disclosure Document, as the buyer, you are required to pay the seller certain amounts at the time of closing. These include the sum of all prepaid expenses, rentals, and deposits associated with any assumed contract, utility service, and/or prime lease. This encompasses security deposits, but specifically excludes utility deposits.
Additionally, you must pay any advance rent (or additional rent) that is then due and payable to the seller under the leases or subleases. You're also responsible for a prorated amount, calculated as of the closing date, for all prepaid real and personal property taxes and assessments for the calendar year in which the closing occurs. Finally, you will cover all costs incurred by the seller to copy and/or scan file documents concerning the properties at your request, provided these costs haven't been previously reimbursed to the seller.
The real and personal property tax and assessment prorations will be based on the actual amounts of such taxes and assessments. If these actual amounts aren't available, the prorations will be initially calculated using the prior year's figures, with a re-proration to occur once the actual amounts are determined. Any disagreements between Noodles & Company and the buyer regarding the pro-rated shares will be resolved through arbitration.
Noodles & Company will cooperate with you to transfer all utilities to your name and account as of the closing date. However, all costs associated with title insurance, surveys, environmental reviews, inspections, due diligence, and similar items are your responsibility as the buyer.