Does the Aira Fitness franchisee need to obtain consent from any third party to assign the membership contracts?
Aira_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
- Representation and Warranties of the Franchisee. Franchisee hereby represents, warrants and covenants to Aira Fitness that:
- (a) As of the effective date of the Assignment, all of Franchisee's obligations under the Memberships Contracts have been satisfied;
- (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 Membership Contracts and Franchisee has obtained all necessary consents to this Assignment.
Source: Item 23 — **RECEIPTS (FDD pages 59–254)
What This Means (2025 FDD)
According to the 2025 Aira Fitness Franchise Disclosure Document, a franchisee does not need to obtain consent from any third party to assign membership contracts to Aira Fitness. The Membership Contract Assignment Agreement states that as a condition to the execution of the Franchise Agreement, Aira Fitness requires the franchisee to collaterally assign all rights, title, and interest in the Membership Contracts to Aira Fitness in the event of expiration or termination of the Franchise Agreement.
In the event of the Franchise Agreement's expiration or termination, the franchisee sells, assigns, transfers, and conveys to Aira Fitness all rights, title, and interest in the Membership Contracts. This assignment becomes effective once the Franchise Agreement has expired or is terminated according to its provisions, and Aira Fitness provides written notice of acceptance to the franchisee. Aira Fitness will not assume liability for monies owed or other liabilities related to the Membership Contracts that accrued before the assignment's effective date.
The franchisee represents, warrants, and covenants to Aira Fitness that they have full power and legal right to enter into, execute, deliver, and perform the Membership Contract Assignment Agreement. The franchisee also confirms that 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 Franchisee has the specific power to assign and transfer its right, title and interest in its Membership Contracts and Franchisee has obtained all necessary consents to this Assignment.
Aira Fitness retains the discretion to declare the Membership Contract Assignment Agreement null and void at any time before the assignment becomes effective. This ensures Aira Fitness has control over the membership contracts and can maintain business continuity in case of a franchise termination or expiration.