Do the agreements, covenants, representations, and warranties made in the Aira Fitness assignment survive the execution of the agreement?
Aira_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
- Miscellaneous. The validity, construction and performance of this Assignment is governed by the laws of the State of Illinois. All agreements, covenants, representations and warranties made herein will survive the execution hereof. All rights of the Aira Fitness inure to its benefit and to the benefit of its successors and assigns.
Source: Item 23 — **RECEIPTS (FDD pages 59–254)
What This Means (2025 FDD)
According to Aira Fitness's 2025 Franchise Disclosure Document, all agreements, covenants, representations, and warranties made within the assignment will survive the execution of the agreement. This means that even after the assignment is formally executed, the promises, statements, and guarantees made within it remain in effect. This ensures that both parties continue to be bound by their commitments even after the initial transfer or assignment has taken place.
For a prospective Aira Fitness franchisee, this clause offers a degree of protection. It confirms that the franchisor's commitments and guarantees made during the assignment phase remain valid, reducing the risk that these assurances will be nullified once the assignment is completed. This survival clause promotes long-term accountability and reliability in the franchise relationship.
This type of clause is fairly standard in franchise agreements, as it provides legal certainty and protects the interests of both the franchisor and franchisee. It ensures that neither party can avoid their responsibilities simply because the assignment has been executed. Franchisees should carefully review all agreements, covenants, representations, and warranties before signing to fully understand their ongoing obligations and rights.