Who bears the commercially reasonable costs and expenses incurred by Aira Fitness's Franchisor's Affiliate in the repossession of equipment?
Aira_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
s, or on us, in connection with the business you conduct, or on any payments you make to us pursuant to this Agreement or any franchise agreement, including but not limited to royalty fees (except for our own income taxes). You agree to indemnify, defend and hold us, our affiliates, and our and our affiliates' shareholders, directors, officers, employees, agents and transferees, harmless against and to reimburse us for: (1) all such obligations, damages, and taxes for which we are held liable and for all costs we reasonably incur in the defense of any such claim brought against us or in any such action in which we are named as a party; (2) any liability, cost or expense we suffer, sustain or incur arising out of or relating to your development and/or operation of your Aira Fitness Business or any of your Owners', managers', employees', or other agents' acts or failure to act in connection therewith; and (3) all cost, expense or loss we incur in enforcing the provisions of this Agreement, in defending our actions taken relating to this Agreement, or resulting from
your breach of this Agreement. This indemnification includes without limitation actual and consequential damages, reasonable arbitrators', attorneys', accountants' and expert witness fees (including those for appeal), costs of investigation and proof of facts, court costs, other litigation expenses and travel and living expenses. We have the right to defend any such claim against us.
Source: Item 23 — **RECEIPTS (FDD pages 59–254)
What This Means (2025 FDD)
The 2025 Aira Fitness Franchise Disclosure Document (FDD) addresses costs related to breach of agreement. Specifically, the franchisee is responsible for costs incurred by Aira Fitness and its affiliates related to the franchisee's breach of the franchise agreement. This includes costs associated with enforcing the agreement or defending actions taken related to the agreement.
According to the FDD, the franchisee must indemnify, defend, and hold harmless Aira Fitness, its affiliates, and their shareholders, directors, officers, employees, agents, and transferees. This means the franchisee is responsible for reimbursing Aira Fitness for obligations, damages, and taxes for which they are held liable. It also covers all costs reasonably incurred in defending claims against Aira Fitness or actions in which they are named as a party.
This indemnification extends to any liability, cost, or expense Aira Fitness incurs due to the franchisee's operation of the Aira Fitness business or the actions of their owners, managers, employees, or agents. It also includes all costs, expenses, or losses Aira Fitness incurs in enforcing the franchise agreement, defending actions related to the agreement, or resulting from the franchisee's breach of the agreement. These costs can include actual and consequential damages, reasonable arbitrators', attorneys', accountants', and expert witness fees, costs of investigation and proof of facts, court costs, other litigation expenses, and travel and living expenses. Therefore, if repossession of equipment is a consequence of the franchisee's breach, the franchisee would likely bear the associated costs.