What section outlines the 'Expenses' related to the transaction involving Potbelly Sandwich Works?

According to Potbelly Sandwich Works' 2025 Franchise Disclosure Document, Section 6.03, titled "Expenses," outlines the responsibility for costs and expenses incurred in connection with the Asset Purchase Agreement and the transactions it covers. It states that each party is responsible for bearing its own costs and expenses, regardless of whether the transactions are successfully completed. This means that prospective franchisees should be prepared to cover their own legal, accounting, and other due diligence expenses associated with the purchase, irrespective of the deal's final outcome.

This section is standard in most franchise agreements and reflects the principle that each party should be accountable for the costs they incur during negotiations and the transaction process. For a potential Potbelly Sandwich Works franchisee, this highlights the importance of careful planning and budgeting for all potential expenses from the outset. It also underscores the need to conduct thorough due diligence before committing to the transaction, as these costs are non-refundable even if the purchase does not proceed.

In practical terms, a prospective franchisee should factor in expenses such as legal fees for reviewing the franchise agreement, accounting fees for assessing the financial health of the business being acquired, and any travel or accommodation costs incurred during site visits or meetings with Potbelly Sandwich Works representatives. Understanding this allocation of expenses is crucial for making an informed decision and avoiding unexpected financial burdens during the acquisition process.

Therefore, before entering into an agreement with Potbelly Sandwich Works, a prospective franchisee should seek professional advice to fully understand the financial implications and ensure they have sufficient capital to cover all associated expenses, whether or not the transaction is ultimately consummated.