What 'Covenants of the Parties' are outlined in Article VI of the Potbelly Sandwich Works agreement?
Potbelly_Sandwich_Works Franchise · 2025 FDDAnswer from 2025 FDD Document
Purchaser shall provide to Seller at the Closing one or more certificates (the "Insurance Certificate") evidencing the insurance specified in this Section 6.09 and naming Seller and each of its Affiliates, directors, agents, and employees (as may be specified by Seller) as additional insureds and, in the case of property insurance, such parties shall be named as their interest may appear. All Insurance Certificates shall expressly provide that no less than thirty (30) days' prior written notice shall be given to Seller in the event of material alteration to, or cancellation of, or non-renewal of the coverages evidenced by such Insurance Certificates.
- Section 6.10 Efforts to Complete Transaction. After the date hereof until the Effective Time, subject to the terms and conditions of this Agreement, each Party shall use commercially reasonable efforts to take all actions and to do all things necessary or advisable in order to consummate and make effective the transactions contemplated by this Agreement (including satisfaction, but not waiver, of the Closing conditions set forth in Article VIII and Article IX of this Agreement).
- Section 6.11 Misdirected Payments. To the extent that, after the Effective Time, either Purchaser or Seller shall receive any payments from any third parties (other than the Parties hereto or their respective Affiliates) relating to the Business and attributable to the period prior to (in the case of receipt by Purchaser) or after (in the case of receipt by Seller) the Effective Time, the Party receiving the same shall promptly make delivery thereof to the applicable Party entitled to such payment.
- Section 6.12 Access to Information. In addition to Potbelly Franchising, LLC's rights under the Franchise Documents, from and after the Effective Time, Purchaser shall afford Seller and its Affiliates and their respective Representatives with reasonable access to all books and records, at reasonable times and on reasonable notice, relating to the Business or Assets as shall
Source: Item 23 — RECEIPTS (FDD pages 79–355)
What This Means (2025 FDD)
Based on the 2025 Franchise Disclosure Document, Article VI of the agreement for Potbelly Sandwich Works outlines several covenants of the parties involved. These covenants detail the responsibilities and obligations of both the purchaser and the seller in completing the transaction.
Specifically, Section 6.09 requires the purchaser to provide insurance certificates to the seller at closing. These certificates must evidence the specified insurance coverage, name the seller and its affiliates, directors, agents, and employees as additional insureds, and provide at least thirty days' prior written notice to the seller in case of material alterations, cancellation, or non-renewal of the insurance coverage.
Section 6.10 states that each party must use commercially reasonable efforts to complete the transaction. Section 6.11 addresses misdirected payments, ensuring that any payments received by either party after the effective time, but attributable to a period before or after that time, are promptly delivered to the appropriate party. Lastly, Section 6.12 ensures that the purchaser allows the seller reasonable access to books and records relating to the business for tax preparation and other necessary purposes.