Does the Aira Fitness franchisee's execution, delivery, and performance of the Membership Contract assignment conflict with any other agreements?
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 Aira Fitness's 2025 Franchise Disclosure Document, the franchisee represents and warrants that their execution, delivery, and performance of the Membership Contract assignment does not conflict with any other agreements they are a party to or by which they are bound. This means that the franchisee must ensure that assigning the Membership Contracts to Aira Fitness does not violate any existing contracts or obligations they have with other parties. Additionally, the franchisee confirms that no third-party consent or approval is needed for this assignment. This warranty protects Aira Fitness by ensuring the franchisee has the legal right and ability to assign the contracts without legal repercussions from other agreements.
This provision is important for prospective Aira Fitness franchisees because it places the onus on them to conduct due diligence and confirm that the assignment is free and clear of any conflicting obligations. Failure to do so could result in legal issues and potential liability for the franchisee. It is a standard practice in franchising to ensure that franchisees have the legal capacity to fulfill their contractual obligations, including assignments of assets or contracts.
In practical terms, before signing the Membership Contract Assignment Agreement, an Aira Fitness franchisee should carefully review all existing contracts and agreements to identify any potential conflicts. If any conflicts are found, the franchisee must resolve them or obtain the necessary consents before proceeding with the assignment. This may involve seeking legal counsel to ensure compliance and mitigate any risks associated with the assignment.