What is the meaning of 'Waiver Notice' in the context of Southern Steer's right of first refusal?
Southern_Steer Franchise · 2025 FDDAnswer from 2025 FDD Document
The Franchisee will not Transfer or otherwise dispose of any interest in the Southern Steer Business or any part of the Major Assets to any purchaser without first offering the same to the Franchisor in a written offer that contains the purchase price, payment terms, and all other material terms and conditions of the proposed transaction with the third party, including price and payment terms ("Franchisee's Offer").
The Franchisor will have 30 days after receipt of the Franchisee's Offer to give the Franchisee written notice of the Franchisor's desire to either waive its option to purchase ("Waiver Notice") or its intention to exercise its rights to purchase or acquire the Major Assets according to the terms contained in the Franchisee's Offer ("Notice of Intent to Purchase").
Source: Item 22 — ITEM. 22 CONTRACTS (FDD pages 61–168)
What This Means (2025 FDD)
According to Southern Steer's 2025 Franchise Disclosure Document, a 'Waiver Notice' is a written notification from the franchisor to the franchisee, indicating that Southern Steer is choosing not to exercise its option to purchase the franchisee's Southern Steer business or its major assets. This notice is relevant when a franchisee intends to transfer or dispose of their interest in the business to a third party.
Specifically, the franchisee must first offer the business to Southern Steer with a written offer containing all the terms of the proposed third-party transaction, including price and payment terms. Southern Steer then has 30 days to respond with either a 'Waiver Notice' or a 'Notice of Intent to Purchase.'
If Southern Steer issues a 'Waiver Notice' or fails to respond within the 30-day period, the franchisee is then free to proceed with the sale to the third party under the terms initially offered to Southern Steer. However, if the franchisee negotiates any changes to those terms with the third-party purchaser, they must re-offer the business to Southern Steer under the revised terms. This ensures Southern Steer always has the first opportunity to acquire the business under the same conditions offered to any other potential buyer.