What documentation deliveries are required at the closing of a Potbelly Sandwich Works transaction?
Potbelly_Sandwich_Works Franchise · 2025 FDDAnswer from 2025 FDD Document
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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.
Source: Item 23 — RECEIPTS (FDD pages 79–355)
What This Means (2025 FDD)
According to Potbelly Sandwich Works' 2025 Franchise Disclosure Document, at the closing of a transaction, the purchaser must provide the seller with an Insurance Certificate. This certificate should evidence the insurance coverage as specified in Section 6.09 of the Asset Purchase Agreement. The certificate must name Potbelly Sandwich Works, its affiliates, directors, agents, and employees as additional insureds. For property insurance, these parties should be named as their interest may appear. The Insurance Certificates must also provide that the seller will receive at least thirty days' prior written notice if there are any material alterations, cancellations, or non-renewals of the insurance coverages.
Conversely, Potbelly Sandwich Works, as the seller, is responsible for delivering several documents to the purchaser and guarantor at closing. These include a duly-executed counterpart of each of the Assignments, Subleases and/or Management Agreement, as applicable, and/or a duly-executed guaranty of same in the form attached thereto, a duly-executed counterpart of the General Release, a duly-executed counterpart of the Development Agreement, and duly-executed Franchise Documents. Additionally, the seller must provide all other documents, agreements, instruments, writings, and certificates that the seller may reasonably request and that are necessary for such Guarantor to satisfy any of his or her obligations under the agreement.
Potbelly Sandwich Works will also deliver to the purchaser and guarantor a copy of the Potbelly Franchising, LLC Unit Franchise Agreement, in its current form, for each shop, including all addenda thereto. Within seven business days following the closing date, Potbelly Sandwich Works must countersign the Franchise Documents delivered by the purchaser and guarantor at closing and deliver fully-executed copies to the purchaser. These requirements ensure that both parties have all necessary documentation to finalize the transaction and operate the franchise smoothly.