What documents must the seller deliver to the purchaser at the closing of the Potbelly Sandwich Works transaction?
Potbelly_Sandwich_Works Franchise · 2025 FDDAnswer from 2025 FDD Document
liver (or cause to be delivered) the following to Seller:
- (a) 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;
- (b) a duly-executed counterpart of the General Release;
- (c) a duly-executed counterpart of the Development Agreement;
- (d) duly-executed Franchise Documents; and
- (e) all such other documents, agreements, instruments, writings and certificates as Seller may reasonably request and that are necessary for such Guarantor to satisfy any of his or her obligations hereunder.
ARTICLE III.
RELATED MATTERS
Section 3.01 Physical Inventory and Cash. On the night immediately preceding the Effective Time, representatives of Seller and Purchaser shall (a) complete a physical inventory of all food, paper inventory, kids' meal premium and cleaning supplies located at the Shops (the "Inventory") and complete and sign Seller's standard inventory form and (b) count the cash to be left in the cash bank at each Shop (the "Cash Bank").
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 the asset purchase agreement, the seller must deliver several documents to the purchaser. These include a duly-executed counterpart of each of the Assignments, Subleases and/or Management Agreement, as applicable, along with a duly-executed guaranty of the same. The seller must also provide a duly-executed counterpart of the General Release and the Development Agreement.
Furthermore, Potbelly Sandwich Works requires the seller to deliver duly-executed Franchise Documents at closing. In addition to these specific documents, the seller must also provide all other documents, agreements, instruments, writings, and certificates that the purchaser may reasonably request and that are necessary for the seller to fulfill their obligations under the agreement.
Within seven business days following the closing date, the seller is obligated to countersign the Franchise Documents that were delivered by the purchaser and guarantor at the closing. After countersigning, the seller must then deliver fully-executed copies of these documents back to the purchaser, ensuring that the purchaser has all the necessary legally binding documents to operate the Potbelly Sandwich Works shops.