Who benefits from the rights of Aira Fitness in the assignment agreement?
Aira_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
- Representation and Warranties of the Franchisee. Franchisee hereby represents, warrants and covenants to the AIRA Fitness that: (a) As of the effective date of the Assignment, all of Franchisee's obligations and indebtedness for telephone, telephone listing services and telephone directory advertisement services will be paid and current; (b) As of the date hereof, Franchisee has full power and legal right to enter into, execute, deliver and perform this Agreement; (c) This Agreement is a legal and binding obligation of Franchisee, enforceable in accordance with the terms hereof; (d) The execution, delivery and performance of this Assignment does not conflict with, violate, breach or constitute a default
under any contract, agreement or instrument to which Franchisee is a party or by which Franchisee is bound, and no consent of nor approval by any third party is required in connection herewith; and (e) Franchisee has the specific power to assign and transfer its right, title and interest in its telephone numbers, telephone listings and telephone directory advertisements, and Franchisee has obtained all necessary consents to this Assignment.
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- Cancellation. Notwithstanding the foregoing, Aira Fitness may, in its sole discretion and at any time prior to effectiveness of the assignment, declare this Agreement and the assignment contemplated hereunder null and void.
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- 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 the 2025 Aira Fitness FDD, Aira Fitness benefits from the rights in the assignment agreement. Specifically, in the event of the expiration or termination of the Franchise Agreement, the franchisee assigns certain rights to Aira Fitness to ensure the continuity and stability of the Aira Fitness business. These rights include telephone numbers, listings, and directory advertisements, as well as membership contracts.
In the context of telephone numbers, listings, and advertisements, Aira Fitness receives the franchisee's rights, title, and interest, but assumes no liability for prior debts related to these items. Aira Fitness is also granted power of attorney to manage these assignments. Similarly, regarding membership contracts, Aira Fitness receives the rights, title, and interest, again without assuming liability for prior obligations. The franchisee must also warrant that all obligations under the membership contracts have been satisfied as of the assignment date.
Furthermore, Aira Fitness retains the right to cancel the assignment agreement before it takes effect. The agreement is governed by Illinois law, and all rights of Aira Fitness extend to its successors and assigns. Additionally, in the context of a lease agreement, Aira Fitness has the right to an assignment of the lease from the tenant (franchisee) without the landlord's consent, and Aira Fitness Franchising LLC is explicitly named as a third-party beneficiary with independent enforcement rights in related addenda.