What is the definition of 'Cash Services Agreement' in the context of Potbelly Sandwich Works?
Potbelly_Sandwich_Works Franchise · 2025 FDDAnswer from 2025 FDD Document
Section 6.06 Cash Services. Seller and/or one or more of its Affiliates is currently a party to an agreement with Garda CL Great Lakes, Inc. and/or one or more of its Affiliates (the "Armored Car Service") pursuant to which the Armored Car Service provides certain cash collection services with respect to the Shops (such agreement, the "Cash Services Agreement"). At or prior to the Closing and effective as of the Effective Time, Purchaser shall enter into such agreements and provide such other documentation as may be reasonably requested or required by the Armored Car Service in order for Purchaser to assume Seller's and/or its Affiliates' rights and obligations arising from and after the Effective Time under such Cash Services Agreement, in each case to the extent related to the Shops. If Purchaser fails to assume such rights and obligations, Purchaser shall reimburse Seller for the costs and fees charged for the termination of the Cash Services Agreement between Seller and the Armored Car Service with respect to the Shops.
Source: Item 23 — RECEIPTS (FDD pages 79–355)
What This Means (2025 FDD)
According to Potbelly Sandwich Works' 2025 Franchise Disclosure Document, the Cash Services Agreement refers to an agreement between the seller (Potbelly Sandwich Works and/or its affiliates) and an armored car service (Garda CL Great Lakes, Inc. and/or its affiliates). Under this agreement, the armored car service provides cash collection services for Potbelly Sandwich Works shops.
For a prospective franchisee, this means that prior to or at the time of closing, the purchaser (franchisee) is required to enter into agreements and provide documentation to assume the seller's (Potbelly Sandwich Works') rights and obligations under the Cash Services Agreement. This assumption is effective from the time of transfer and pertains specifically to the shops being acquired.
If the franchisee fails to assume these rights and obligations, they will be responsible for reimbursing Potbelly Sandwich Works for any costs and fees associated with terminating the Cash Services Agreement between Potbelly Sandwich Works and the armored car service for the shops in question. This clause ensures a smooth transition of cash handling services and protects Potbelly Sandwich Works from termination fees if the franchisee opts out of the existing arrangement.