What assets are specifically included in the transfer to the purchaser of a Potbelly Sandwich Works franchise?
Potbelly_Sandwich_Works Franchise · 2025 FDDAnswer from 2025 FDD Document
on Exhibit A (collectively, the "Leased Real Property");
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
WHEREAS, as an inducement for Seller to enter into this Agreement and in light of the indirect benefits that Guarantor anticipates deriving from the transactions contemplated hereby, Guarantor desires to fully and unconditionally guarantee Purchaser's payment and performance of its obligations under this Agreement upon the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
ARTICLE I.
CERTAIN DEFINITIONS
Section 1.01 Certain Defined Terms.
Source: Item 23 — RECEIPTS (FDD pages 79–355)
What This Means (2025 FDD)
According to Potbelly Sandwich Works' 2025 Franchise Disclosure Document, the Asset Purchase Agreement outlines the transfer of assets from the seller (Potbelly Sandwich Works, LLC) to the purchaser. The agreement specifies that the seller intends to transfer and sell to the purchaser all rights, titles, and interests in certain assets used exclusively in the operation of the Shops, subject to the terms and conditions outlined in the agreement and ancillary documents. These Shops are defined as "Potbelly Sandwich Shop" restaurants.
Specifically, the agreement mentions that at closing, the seller, purchaser, and guarantor will enter into separate assignments of lease or subleases. Through these, the seller will assign the lease for the Leased Real Property to the purchaser or sublease the Leased Real Property to the purchaser. These assignments and/or subleases must be in a form and substance acceptable to all parties involved.
However, the agreement also specifies certain exclusions from the asset transfer. These "Retained Assets" include tangible assets not located at a Shop at the time the transfer becomes effective, intangible assets that relate to more than just the Shops, intellectual property like patents, trademarks, copyrights, domain names, and social media accounts owned or licensed by the seller, and owned real property related to the Shops. Other than the Cash Bank included in the Special Items, any cash located at the Shops as of the Effective Time, including any cash in the Cash Safes as of the Effective Time, is also excluded.