What rights does Noodles & Company have to investigate and analyze the business, assets, and liabilities related to a proposed purchase offer?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
We have the right to investigate and analyze the business, assets and liabilities and all other matters we deem necessary or desirable in order to make an informed investment decision with respect to the fairness of the terms of our right of first refusal. We may conduct such investigation and analysis in any manner we deem reasonably appropriate, and you and your Owners must cooperate fully with us in connection therewith.
Source: Item 23 — RECEIPT (FDD pages 99–350)
What This Means (2025 FDD)
According to Noodles & Company's 2025 Franchise Disclosure Document, if a franchisee or their owners wish to transfer their franchise or development rights for legal consideration, they must first obtain a bona fide, executed written offer from a responsible and fully disclosed purchaser. This offer must be presented to Noodles & Company.
Noodles & Company then has the option to purchase the interest themselves, exercisable within 60 days of receiving the offer. To facilitate this decision, Noodles & Company has the right to investigate and analyze the business, assets, and liabilities, as well as any other matters they deem necessary or desirable, to make an informed investment decision regarding the fairness of the terms of the right of first refusal.
Noodles & Company can conduct this investigation and analysis in any manner they consider reasonably appropriate. The franchisee and their owners are obligated to cooperate fully with Noodles & Company in connection with this investigation. This ensures that Noodles & Company can thoroughly assess the proposed transfer before deciding whether to exercise their right of first refusal.