Who is responsible for paying sales and other transfer taxes on assets purchased at the Noodles & Company closing?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
We will have no liability for any sales, use, service, occupation, exercise, gross receipts, income, property or other taxes, whether levied upon your Noodles & Company Restaurant, your property or upon us, in connection with sales made or business conducted by you (except any taxes we are required by law to collect from you). Payment of all such taxes shall be your responsibility. In the event of a bona fide dispute as to your liability for taxes, you may contest your liability in accordance with applicable law. In no event, however, will you permit a tax sale, seizure, or attachment to occur against your Noodles & Company Restaurant or any of its assets.
Source: Item 23 — RECEIPT (FDD pages 99–350)
What This Means (2025 FDD)
According to Noodles & Company's 2025 Franchise Disclosure Document, the franchisee is responsible for paying all taxes related to the operation of their business. Specifically, Noodles & Company will not be liable for any sales, use, service, occupation, exercise, gross receipts, income, property, or other taxes connected to the franchisee's sales or business operations.
This means that as a Noodles & Company franchisee, you are obligated to pay all federal, state, and local taxes arising from the operation of your restaurant. Furthermore, you must indemnify Noodles & Company for any such taxes that are assessed or levied against them due to your business. This includes reimbursing Noodles & Company for any sales tax, gross receipts tax, use tax, or other tax imposed by a taxing authority on fees or other amounts you pay to them under the Franchise Agreement.
The FDD clarifies that these taxes are distinct from income taxes imposed on Noodles & Company, which remain their responsibility. The franchisee is expected to handle any tax disputes in accordance with applicable law, but must not allow a tax sale, seizure, or attachment to occur against their Noodles & Company restaurant or its assets.