If Aira Fitness does not exercise its right of first refusal, what conditions must be met for the transfer to proceed?
Aira_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
ight to control any litigation related to our copyrights or the Work. You agree to assist us, as directed by us, in any claim or action against the infringer.
12. TRANSFER OF FRANCHISE
- A. Transfers. We have entered into this Agreement with specific reliance upon your financial qualifications, experience, skills and managerial qualifications as being essential to the satisfactory operation of the Aira Fitness Business. Consequently, your interest in this Agreement or in the Aira Fitness Business, or all or substantially all of the assets of the Aira Fitness Business, or any Owner's interest in a franchisee that is a partnership or entity may be transferred or assigned to or assumed by any other person or entity (the "transferee"), in whole or in part, unless you have first tendered to us the right of first refusal to acquire this Agreement in accordance with Section 12.E , and if we do not exercise such right, unless our prior written consent is obtained, the transfer fee provided for in Section 12.C is paid, if applicable, and the transfer conditions described in Section 12.C are satisfied. Any sale (including installment sale), lease, pledge, management agreement, contract for deed, option agreement, assignment, bequest, gift or otherwise, or any arrangement pursuant to which you turn over all or part of the daily operation of the business to a person or entity who shares in the losses or profits of the business in a manner other than as an employee will be considered a transfer for purposes of this Agreement. Specifically, but without limiting the generality of the foregoing, the following events constitute a transfer and you must comply with the right of first refusal, consent, transfer fee, and other transfer conditions in this Section 12:
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- Any change or series of changes in the percentage of the franchisee entity owned, directly or indirectly, by the Owner (including any addition or deletion of any person or entity who qualifies as an Owner);
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- Any change in the general partner of a franchisee that is a general, limited or other partnership
entity; or
- For purposes of this Section 12.A, a pledge or seizure of any ownership interests in you or in any Owner that affects the ownership of 25% or more of you or Owner, which we have not approved in advance in writing.
Source: Item 23 — **RECEIPTS (FDD pages 59–254)
What This Means (2025 FDD)
According to Aira Fitness's 2025 Franchise Disclosure Document, if Aira Fitness does not exercise its right of first refusal, a franchisee can transfer their interest in the franchise if they obtain Aira Fitness's prior written consent, pay the transfer fee (if applicable), and satisfy the transfer conditions outlined in Section 12.C of the franchise agreement. The franchisee must first offer Aira Fitness the right of first refusal to acquire the franchise agreement.
Aira Fitness will not unreasonably withhold consent to the transfer, provided all conditions in Section 12 are met. The franchisee must submit Aira Fitness's form of application for consent to transfer, including all required documents and information, such as a copy of the proposed purchase or transfer agreement. The application must disclose if the franchisee or an owner plans to retain a security interest in the transferred property; however, no security interest can be retained or created without Aira Fitness's prior written consent and on terms acceptable to them. Any transfer agreement is subject to Aira Fitness's prior written approval, which will not be unreasonably withheld.
Furthermore, the franchisee or proposed transferee must provide all reasonably requested information about the transfer terms. Aira Fitness must be satisfied that the financial terms and conditions of the proposed transfer will not negatively affect the business's ability to continue operations and meet its financial obligations post-transfer. The franchisee must also comply with any other conditions that Aira Fitness reasonably requires as part of its transfer policies. Aira Fitness also has the unilateral right to change or modify the boundaries of the Designated Area under the new franchise agreement.