Under what condition regarding a written offer will Noodles & Company not be entitled to additional representations, warranties, closing documents, or indemnities?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
14.06 Noodles & Company's Right of First Refusal. If you or any of your Owners desire to transfer the Franchise for legal consideration, you or such Owner must obtain a bona fide, executed written offer from a responsible and fully disclosed purchaser and must deliver immediately to us a complete and accurate copy of such offer. If the offeror proposes to buy any other property or rights from you or any of your Owners or Affiliates (other than rights under Area Development Agreements or other franchise agreements for Noodles & Company Restaurants) as part of the bona fide offer, the proposal for such property or rights must be set forth in a separate, contemporaneous offer that is fully disclosed to us, and the price and terms of purchase offered to you or your Owners for the. transfer of the Franchise must reflect the bona fide price offered therefore and may not reflect any value for any other property or rights.
We have the option, exercisable by notice delivered to you or your Owners within 60 days from the date of delivery of a complete and accurate copy of such offer to us to purchase such interest for the price and on the terms and conditions contained in such offer, provided that: (a) we may substitute cash for any form of payment proposed in such offer; (b) our credit shall be deemed equal to the credit of any proposed purchaser; and (c) we will have not less than 90 days from the option exercise date to consummate the transaction. 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)
Based on the 2025 Noodles & Company Franchise Disclosure Document, if a franchisee or their owners desire to transfer the franchise for legal consideration, they must first obtain a bona fide, executed written offer from a responsible and fully disclosed purchaser. The franchisee must then immediately deliver a complete and accurate copy of this offer to Noodles & Company.
If the offer includes the purchase of any other property or rights beyond those related to the Noodles & Company franchise, these additional items must be detailed in a separate, contemporaneous offer that is fully disclosed to Noodles & Company. The price and terms offered for the transfer of the franchise itself must reflect a bona fide price and cannot include any value attributed to other property or rights.
Noodles & Company then has the option to purchase the franchise interest for the price and terms outlined in the offer. This option is exercisable within 60 days of receiving the offer copy. Noodles & Company can substitute cash for any proposed form of payment, their credit is considered equal to any proposed purchaser's credit, and they have at least 90 days from the option exercise date to complete the transaction. Noodles & Company has the right to investigate the offer to ensure fairness and the franchisee must cooperate with this investigation.