Does the Noodles & Company seller have any liability for the condition of the properties after closing?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
1.c Condition of Assets. ALL OF THE PURCHASED ASSETS ARE BEING SOLD AND TRANSFERRED BY SELLER TO BUYER AND PURCHASED BY BUYER FROM SELLER IN "AS IS," "WHERE IS," CONDITION AND "WITH ALL FAULTS." EXCEPT AS OTHERWISE PROVIDED HEREIN (OR IN DOCUMENTS EXECUTED IN ACCORDANCE WITH THIS AGREEMENT), SELLER DISCLAIMS ALL WARRANTIES CONCERNING THE PURCHASED ASSETS, STATUTORY, EXPRESS, AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY OTHER WARRANTY OF QUALITY IN RESPECT OF THE PURCHASED ASSETS, AND THERE ARE NO OTHER WARRANTIES, STATUTORY, EXPRESS, OR IMPLIED THAT EXTEND BEYOND THE WARRANTIES CONTAINED IN THIS AGREEMENT OR IN DOCUMENTS EXECUTED IN ACCORDANCE WITH THIS AGREEMENT. Buyer and Guarantor acknowledge and agree that no representations or warranties have been made by Seller, or by any person, firm or agent acting or purporting to act on behalf of Seller, as to (i) the condition or repair of the Properties or any portion thereof, including any buildings or other improvements located thereon, (ii) the value, expense of operation or income potential of the Properties, (iii) the accuracy or completeness of any title, survey or other information or document provided to Buyer relative to the Properties, or (iv) any other fact or condition which has or might affect the Properties or the condition, repair, value, expense of operation or income potential thereof. At Closing, Buyer agrees to accept the Properties in their "AS IS," "WHERE IS" condition, WITH ALL FAULTS, known or unknown, patent or latent. Seller and its affiliates shall have no liability for the condition of the Properties from and after the Closing. Buyer and Guarantor each acknowledges that Buyer is a sophisticated business owner in the business of operating restaurants, and that it has had the opportunity to examine the Purchased Assets to its satisfaction in light of the foregoing disclaimers. The disclaimers, acknowledgements and agreements contained in this paragraph 1.3 shall survive Closing.
Source: Item 23 — RECEIPT (FDD pages 99–350)
What This Means (2025 FDD)
According to the 2025 Noodles & Company Franchise Disclosure Document, the seller generally has no liability for the condition of the properties after the closing date. The purchased assets are sold to the buyer in "AS IS," "WHERE IS" condition and "WITH ALL FAULTS." The seller disclaims all warranties concerning the purchased assets, whether statutory, express, or implied, including warranties of merchantability and fitness for a particular purpose.
Noodles & Company's FDD states that the buyer acknowledges that no representations or warranties have been made by the seller regarding the condition or repair of the properties, their value, expense of operation, or income potential, or the accuracy of any information provided. The buyer agrees to accept the properties in their "AS IS" condition, with all faults, known or unknown, at closing.
This "as is" clause means that the buyer assumes all risks associated with the condition of the property. This is a standard practice in many franchise sales, where the buyer is expected to conduct thorough due diligence before the purchase. The disclaimers, acknowledgements, and agreements regarding the property's condition survive the closing, reinforcing that Noodles & Company has no further liability after the sale is complete.