How must the Closing Amount be paid to the seller by the purchaser for Potbelly Sandwich Works?
Potbelly_Sandwich_Works Franchise · 2025 FDDAnswer from 2025 FDD Document
after the Effective Time.
Section 2.05 Consideration.
(a) On the terms and subject to the conditions of this Agreement, and in consideration of the sale, transfer, conveyance and assignment of the Assets, at the Closing, Purchaser shall pay to Seller the following amounts: (i) [] Dollars ($[]) for the Assets (exclusive of the Special Items, and Inventory that are separately listed below); (ii) [] Dollars ($[]) as the estimated value of the Special Items; (iii) [] Dollars ($[]) as the estimated value of the Inventory; and (iv) a Development Fee (as defined in the
Development Agreement) of [] Dollars ($[]). The total of the amounts listed in (i), (ii), (iii) and (iv) is [] Dollars ($[]) (collectively, the "Closing Amount"). The Closing Amount, as adjusted in accordance with Section 3.03(a), shall constitute the "Purchase Price". The Closing Amount sh
Source: Item 23 — RECEIPTS (FDD pages 79–355)
What This Means (2025 FDD)
According to Potbelly Sandwich Works' 2025 Franchise Disclosure Document, the Closing Amount, which is the total of the amounts listed for the assets, special items, inventory, and the Development Fee, must be paid to Potbelly Sandwich Works by the purchaser in cash at the closing.
The Closing Amount is calculated by totaling the dollar amounts for several items. These include the assets (exclusive of Special Items and Inventory), the estimated value of Special Items, the estimated value of the Inventory, and the Development Fee as defined in the Development Agreement. The sum of these amounts is referred to as the Closing Amount.
This cash payment is a key part of the asset purchase agreement, where the purchaser acquires the assets of the Potbelly Sandwich Works shops. The agreement specifies that the purchaser must have sufficient funds available on the closing date to cover both the Closing Amount and the Initial Franchise Fee (IFF).