Does the Noodles & Company seller make any representations or warranties regarding the condition or repair of the properties?
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 disclaims all warranties concerning the purchased assets, offering them in "AS IS," "WHERE IS" condition and "WITH ALL FAULTS." This disclaimer covers statutory, express, and implied warranties, including those of merchantability and fitness for a particular purpose.
Specifically, Noodles & Company states that neither the seller nor their agents make any representations or warranties regarding the condition or repair of the properties, the value or income potential of the properties, or the accuracy of any information provided to the buyer. The buyer agrees to accept the properties in their current condition, with all faults, known or unknown, at the closing.
Noodles & Company emphasizes that it will have no liability for the condition of the properties after the closing. The document also acknowledges that the buyer is considered a sophisticated business owner with the opportunity to inspect the purchased assets to their satisfaction, considering these disclaimers. These disclaimers and acknowledgments survive the closing, meaning they remain in effect even after the transaction is complete.