What representation does an Aira Fitness franchisee make regarding their obligations under the Membership Contracts as of the effective date of the assignment?

According to the 2025 Aira Fitness Franchise Disclosure Document, as part of the Membership Contract Assignment Agreement, a franchisee represents and warrants to Aira Fitness that, as of the effective date of the assignment of membership contracts, all of the franchisee's obligations under those membership contracts have been satisfied. This means that the franchisee assures Aira Fitness that they have fulfilled all their duties and responsibilities to the members up to the point when the contracts are transferred.

This representation is crucial because it protects Aira Fitness from inheriting any unresolved liabilities or claims arising from the franchisee's prior actions. For example, if a member had a valid complaint about services not rendered before the assignment, the franchisee is responsible for resolving it, not Aira Fitness. This ensures a clean transfer of the membership contracts and maintains the integrity of the Aira Fitness brand.

In addition to the representation regarding membership contracts, the franchisee also makes several other representations and warranties. These include assurances that the franchisee has the legal right to enter into and perform the assignment agreement, that the agreement is binding and enforceable, and that the assignment does not violate any other agreements or require third-party consent. These additional representations provide further legal protection for Aira Fitness and ensure the validity and enforceability of the assignment.