What agreements are included in the 'Ancillary Agreements' related to Potbelly Sandwich Works?
Potbelly_Sandwich_Works Franchise · 2025 FDDAnswer from 2025 FDD Document
WHEREAS, Seller desires to transfer, assign and sell to Purchaser, and Purchaser desires to acquire and purchase from Seller, all of Seller's right, title and interest in and to certain of the assets used or to be used exclusively in the operation of the Shops, in each case upon the terms and subject to the conditions set forth in this Agreement and the Ancillary Agreements (except as otherwise indicated, capitalized terms used but not defined in these recitals have the meaning ascribed to such terms in Section 1.01 below or referenced in Section 1.02 below);
WHEREAS, at the Closing, Seller, Purchaser and Guarantor shall enter into separate assignments of lease or subleases pursuant to which Seller shall assign the lease for Leased Real Property to Purchaser or sublease the Leased Real Property to Purchaser, each such assignment and/or sublease in form and substance acceptable to the parties thereto (collectively, the "Assignments" or "Subleases", as applicable);
WHEREAS, in connection with the purchase of the assets described herein, upon the terms and subject to the conditions set forth herein, Purchaser and Guarantor shall execute and deliver to Seller the Franchise Documents at the Closing with respect to the Shops; and
Source: Item 23 — RECEIPTS (FDD pages 79–355)
What This Means (2025 FDD)
According to the 2025 FDD, the Asset Purchase Agreement mentions 'Ancillary Agreements' in the context of transferring assets used in the operation of Potbelly Sandwich Works shops. These agreements are part of the terms and conditions for the purchase of these assets. Additionally, when a prospective franchisee receives the Disclosure Document, Potbelly Sandwich Works includes all standard ancillary documents that they customarily use in granting franchises. These documents may include exhibits, riders, collateral assignments of leases, Owner guarantees and other related documents.
The Asset Purchase Agreement also mentions separate assignments of lease or subleases, where the Seller assigns the lease for Leased Real Property to the Purchaser or subleases the Leased Real Property to the Purchaser. These assignments or subleases must be acceptable in form and substance to all parties involved. Furthermore, in connection with purchasing assets, the Purchaser and Guarantor must execute and deliver the Franchise Documents at closing with respect to the Potbelly Sandwich Works shops.
Prospective franchisees should note that these ancillary agreements are integral to both the asset purchase and franchise agreements. They outline specific obligations, rights, and conditions that govern the relationship between Potbelly Sandwich Works and the franchisee. It is important for franchisees to carefully review all ancillary documents with legal counsel to fully understand their implications before signing any agreements.