What representations and warranties does the Aira Fitness franchisee make to Aira Fitness regarding the Membership Contracts as of the effective date of the assignment?
Aira_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
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, in the event of the expiration or termination of the franchise agreement, the franchisee makes several representations, warranties, and covenants to Aira Fitness regarding the membership contracts. These assurances are made as of the effective date of the assignment of the membership contracts from the franchisee back to Aira Fitness.
The franchisee warrants that all of their obligations under the membership contracts have been satisfied as of the effective date of the assignment. This means that the franchisee confirms that they have provided all services and fulfilled all promises made to members under the terms of the contracts up to that point. Additionally, the franchisee represents that they possess the full legal right and power to enter into, execute, deliver, and perform the Membership Contract Assignment Agreement.
Furthermore, the franchisee warrants that the Membership Contract Assignment Agreement is a legally binding obligation, enforceable under its terms. They also confirm that executing, delivering, and performing the assignment does not conflict with any other agreements they are party to, nor does it require any third-party consent or approval. Finally, the franchisee represents that they have the specific power to assign and transfer their rights, title, and interest in the membership contracts and that they have obtained all necessary consents for this assignment.
These representations and warranties are crucial for Aira Fitness to ensure a smooth transition of membership contracts and to avoid any potential legal issues or liabilities arising from the franchisee's prior actions or obligations. It is also important to note that Aira Fitness retains the right to cancel the Membership Contract Assignment Agreement at any time before the assignment becomes effective.