What representation does the Aira Fitness franchisee make regarding conflicts with other agreements when executing the assignment?
Aira_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
- Representation and Warranties of the Franchisee. Franchisee hereby represents, warrants and covenants to the AIRA Fitness that: (a) As of the effective date of the Assignment, all of Franchisee's obligations and indebtedness for telephone, telephone listing services and telephone directory advertisement services will be paid and current; (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 telephone numbers, telephone listings and telephone directory advertisements, 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, when a franchisee assigns certain rights to Aira Fitness, they make specific representations and warranties. One of these is that the execution, delivery, and performance of the assignment does not conflict with any other agreements or contracts they are currently bound by. This means the franchisee is assuring Aira Fitness that the assignment itself doesn't violate any existing legal obligations the franchisee has with other parties.
Furthermore, the franchisee warrants that no third-party consent or approval is needed for the assignment to be valid. This is a critical assurance for Aira Fitness, as it simplifies the assignment process and reduces the risk of legal challenges from outside parties who might claim their rights are being infringed upon.
This representation protects Aira Fitness by ensuring the assignment is legally sound and enforceable. If the franchisee breaches this warranty, Aira Fitness may have grounds to take legal action against the franchisee. For a prospective franchisee, this highlights the importance of carefully reviewing all existing contracts and agreements to ensure compliance before signing the Aira Fitness franchise agreement and any related assignment documents.