Does the Aira Fitness franchisee warrant that they have obtained all necessary consents to assign and transfer its right, title, and interest in its 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, the franchisee does warrant that they have obtained all necessary consents to assign and transfer its right, title, and interest in its Membership Contracts. Specifically, as part of the Membership Contract Assignment Agreement, the franchisee makes several representations, warranties, and covenants to Aira Fitness. These include confirming they have the power to assign and transfer their rights to the membership contracts and that they have secured all necessary consents for the assignment.
This is significant because it places a legal obligation on the franchisee to ensure that all membership contracts can be smoothly transferred to Aira Fitness in the event of the franchise agreement's expiration or termination. If the franchisee fails to obtain these necessary consents, it could lead to legal complications and potential liabilities for both the franchisee and Aira Fitness.
The franchisee also warrants that as of the effective date of the assignment, all obligations under the membership contracts have been satisfied, that they have the legal right to enter into the agreement, and that the agreement is enforceable. Furthermore, the franchisee warrants that the assignment does not conflict with any other agreements they are bound by and that no third-party approval is needed. These warranties provide Aira Fitness with assurances regarding the validity and enforceability of the membership contract assignments, reducing the risk of disputes or legal challenges during the transfer process.