What is the 'Bill of Sale' for Potbelly Sandwich Works, and where can I find its form?
Potbelly_Sandwich_Works Franchise · 2025 FDDAnswer from 2025 FDD Document
orm of Bill of Sale | |
Exhibit C Form of General Release
ASSET PURCHASE AGREEMENT
This ASSET PURCHASE AGREEMENT (this "Agreement") is made as of [], 2024, by and among POTBELLY SANDWICH WORKS, LLC, an Illinois limited liability company ("Seller"), [], an [] ("Purchaser"), and [] ("Guarantor"). Seller, Purchaser and Guarantor are sometimes referred to herein individually as a "Party" and collectively as the "Parties".
RECITALS
WHEREAS, Seller operates the [number of shops] ([]) "Potbelly Sandwich Shop" restaurants listed on Exhibit A (the "Shops");
WHEREAS, Seller is the owner of a leasehold interest in each parcel of real estate where the Shops are located as set forth 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;
Source: Item 23 — RECEIPTS (FDD pages 79–355)
What This Means (2025 FDD)
According to the 2025 FDD, the 'Bill of Sale' for Potbelly Sandwich Works is part of the Asset Purchase Agreement. This agreement, made as of a specific date in 2024, involves Potbelly Sandwich Works, LLC ('Seller'), the Purchaser, and the Guarantor. The agreement outlines the terms and conditions under which the Seller will transfer and sell its rights, titles, and interests in the assets used for operating the Potbelly Sandwich Shop restaurants to the Purchaser.
The Asset Purchase Agreement includes several recitals that detail the context of the agreement, such as the Seller's operation of Potbelly Sandwich Shop restaurants, their ownership of leasehold interests in the real estate where the shops are located, and the desire to transfer assets to the Purchaser. It also mentions that at closing, the Seller, Purchaser, and Guarantor will enter into assignments of lease or subleases for the Leased Real Property. The Franchise Documents will also be executed and delivered to the Seller by the Purchaser and Guarantor at closing.
The specific form of the Bill of Sale is not explicitly provided within the excerpt. However, the Asset Purchase Agreement itself serves as the overarching document governing the sale of assets. The agreement is referenced as the 'ASSET PURCHASE AGREEMENT,' and it stipulates that the transfer of assets is subject to the conditions outlined within it and related ancillary agreements. The FDD mentions that Exhibit C contains the Form of General Release.