Does the Franchisor's Affiliate need to notify the Guarantor before the Guarantor is required to act under the Aira Fitness Guaranty?
Aira_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
| THIS GUARANTY AND ASSUMPTION OF DEVELOPER'S OBLIGATIONS ("Guaranty") is made as of, 20, in consideration of, and as an inducement to, the execution of the Franchise Agreement by Aira Fitness Franchising LLC, an Illinois limited liability company ("Franchisor"). In consideration thereof, each of the undersigned hereby jointly and severally, personally and unconditionally agrees as follows: |
|---|
| 1. |
| Guaranty. |
| Guarantor(s) hereby unconditionally and absolutely warrants and |
| guarantees to Franchisor that ("Developer") shall punctually pay and perform in full |
| each and every undertaking, agreement and covenant set forth in the Franchise Agreement; |
| 2. |
| Obligations of Guarantor Upon Event of Default. Should a Default (as defined in |
| the Franchise Agreement) occur, Guarantor(s) shall diligently proceed to cure such Default at |
| Guarantor's sole cost and expense; |
| 3. |
| Nature of Guaranty. |
| This Guaranty is an original and independent obligation of |
| Guarantor(s), separate and distinct from Developer's obligations to Franchisor under the Multi-Unit |
| Development |
| Agreement. The obligations of Guarantor to Franchisor under this Guaranty are direct |
| and primary, regardless of the validity or enforceability of the Franchise Agreement. This Guaranty is |
| for the benefit of Franchisor and is not for the benefit of any third party. This Guaranty shall continue |
| until all obligations of Guarantor to Franchisor under this Guaranty have been performed in full. |
| 4. |
| Guarantor's Authorization to Franchisor. |
| Guarantor(s) authorizes Franchisor, |
| without notice or demand and without lessening Guarantor's liability under this Guaranty, from time |
| to time: (a) to make or approve changes to the Franchise Agreement; (b) to repeatedly compromise, |
| renew, extend, accelerate, or otherwise change the time for payment or other terms of the Franchise |
| Agreement; (c) to take and hold security for the payment of amounts due under the Franchise |
| Agreement or this Guaranty, and exchange, enforce, waive, and release any such security, with or |
| without the substitution of new collateral; (d) to determine how, when, and what application of |
| payments and credits shall be made on amounts due under the Franchise Agreement; and (j) to assign |
| or transfer this Guaranty, in whole or in part. |
| 5. |
| Guarantor's Representations and Warranties. |
| Guarantor(s) represents and |
| warrants to Franchisor that: (a) no representations or agreements of any kind have been made to |
| Guarantor which would limit or qualify in any way the terms of this Guaranty; (b) this Guaranty is |
| executed at Developer's request and Franchisor would not execute the Franchise Agreement were it |
| not for the execution and delivery of this Guaranty; (c) Guarantor has not and will not, without the |
| prior written consent of Franchisor, sell, lease, assign, encumber, hypothecate, transfer or otherwise |
| dispose of all, or substantially all, of Guarantor's assets, or any interest therein if any such event would |
| have a material negative effect on Guarantor's ability to perform its obligations under this Guarantor |
| or the Franchise Agreement; (d) neither the execution nor the delivery of this Guaranty, nor compliance |
| with the terms hereof, will conflict with or result in the breach of any law or statute, will constitute a |
| breach or default under any agreement or instrument to which Guarantor may be a party, or will result |
| in the creation or imposition of any charge or lien upon any property or assets of Guarantor; (e) |
| AIRA FITNESS |
| MUDA 2025 |
| - 19 - |
| FRANCHISOR INITIALS |
| DEVELOPER INITIALS |
Source: Item 23 — **RECEIPTS (FDD pages 59–254)
What This Means (2025 FDD)
According to Aira Fitness's 2025 Franchise Disclosure Document, the Guarantor is obligated to act if a default occurs under the Franchise Agreement. The Guarantor must diligently proceed to cure such default at the Guarantor's sole cost and expense.
The Guaranty is an original and independent obligation of the Guarantor, separate from the Developer's obligations. The obligations of the Guarantor to Aira Fitness are direct and primary, regardless of the validity or enforceability of the Franchise Agreement. The Guaranty benefits Aira Fitness and not any third party, and it continues until all obligations of the Guarantor to Aira Fitness are fully performed.
Aira Fitness is authorized, without notice or demand and without lessening the Guarantor's liability, to make changes to the Franchise Agreement, compromise, renew, extend, or change payment terms, take and hold security, and determine the application of payments. The Guarantor represents that no limiting agreements have been made, the Guaranty is executed at the Developer's request, and the Guarantor will not dispose of assets if it would negatively affect their ability to perform obligations. The document does not explicitly state that the Franchisor's Affiliate needs to notify the Guarantor before the Guarantor is required to act under the Aira Fitness Guaranty.