What is the definition of 'Assets' in the context of a Potbelly Sandwich Works franchise transfer?

According to Potbelly Sandwich Works' 2025 Franchise Disclosure Document, the term 'Assets' is defined within the context of an Asset Purchase Agreement related to franchise transfers. Specifically, 'Business' is defined as owning and using the Assets and operating the Shops, as conducted by the seller on the agreement date. However, the definition of 'Business' explicitly excludes any assets or properties not directly related to the Shops' operation, and it also excludes business activities not directly tied to the Assets.

This definition is crucial for prospective franchisees because it clarifies the scope of what is being transferred in an asset purchase. A buyer needs to understand exactly which assets are included in the purchase, ensuring that all necessary components for operating the Potbelly Sandwich Works location are part of the deal. This could include equipment, inventory, and other tangible items essential for running the business.

Furthermore, the exclusion of other assets or properties of the seller is significant. It means the buyer is only acquiring what is directly used for the Potbelly Sandwich Works shop and not any extraneous holdings of the seller. This focused definition helps in valuing the transaction and understanding the operational scope of the acquired franchise. A potential franchisee should seek a detailed list of included assets to avoid any ambiguity and ensure a smooth transition.