What is the deadline for the Potbelly Sandwich Works Purchaser to notify the Seller of any objections to the reconciliation?
Potbelly_Sandwich_Works Franchise · 2025 FDDAnswer from 2025 FDD Document
Purchaser shall review such reconciliation and shall notify Seller of any objections to any amounts shown within fifteen (15) days after receipt.
Source: Item 23 — RECEIPTS (FDD pages 79–355)
What This Means (2025 FDD)
According to Potbelly Sandwich Works' 2025 Franchise Disclosure Document, a Purchaser must notify the Seller of any objections to the reconciliation within fifteen days of receiving it. This reconciliation likely refers to a financial accounting process that occurs after the effective time of an asset purchase agreement, where the Purchaser reviews the Seller's financial figures and has the opportunity to dispute any amounts.
This requirement ensures that any discrepancies or concerns regarding the financial reconciliation are addressed promptly. If the Purchaser fails to raise objections within the specified 15-day period, it may imply acceptance of the Seller's reconciliation figures. This could have financial implications for the Purchaser, as they may be bound to the amounts presented in the reconciliation.
Following the notification of objections, the reconciliation process continues until all issues are resolved. Any payments owed by either party will be due within thirty days after the later of the initial receipt of the reconciliation or the resolution of all objections. This structured process aims to provide clarity and fairness in the financial settlement between Potbelly Sandwich Works and the Purchaser.