Under what conditions is the seller responsible for the costs of remediation or clean-up of Hazardous Materials at a Leased or Subleased Property related to Noodles & Company?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
- (4) the costs of any remediation or clean-up of Hazardous Materials (as defined herein) at any Leased or Subleased Property done in accordance with and to the extent required in an order by any governmental or regulatory authority having jurisdiction, but subject to Seller's right to contest such order in good faith, and only to the extent the release of such Hazardous Materials was caused by Seller prior to Closing.
As used herein the term "Hazardous Materials" shall mean any substances or materials defined as "hazardous substances," "hazardous air pollutant," "hazardous materials," "hazardous wastes," "toxic chemicals," "petroleum or petroleum products," "toxics," "hazardous chemicals" or "extremely hazardous substances," as defined in any applicable federal, state or local law, regulation or ordinance relating to human health or the environment; and
Source: Item 23 — RECEIPT (FDD pages 99–350)
What This Means (2025 FDD)
According to the 2025 Noodles & Company Franchise Disclosure Document, the seller is responsible for the costs of any remediation or clean-up of Hazardous Materials at any Leased or Subleased Property under specific conditions. This responsibility is limited to actions taken in accordance with and to the extent required by an order from a governmental or regulatory authority with jurisdiction. However, the seller retains the right to contest such an order in good faith.
The critical condition for the seller's responsibility is that the release of the Hazardous Materials must have been caused by the seller prior to the closing date of the property transfer. This means that if the contamination occurred before the new owner takes possession, and was due to the seller's actions, the seller is liable for the clean-up costs as mandated by regulatory authorities.
The FDD defines "Hazardous Materials" broadly, including any substances or materials defined as "hazardous substances," "hazardous air pollutant," "hazardous materials," "hazardous wastes," "toxic chemicals," "petroleum or petroleum products," "toxics," "hazardous chemicals" or "extremely hazardous substances," as defined in any applicable federal, state or local law, regulation or ordinance relating to human health or the environment. This broad definition underscores the importance of thorough environmental due diligence during property acquisition to determine responsibility for remediation costs.