Under the Aira Fitness agreement, what happens upon the dissolution of the entity that is the Developer?
Aira_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
(e) upon the dissolution of the entity that is Developer is dissolved, or upon the death of one or more of your Owners;
7.3 If you (i) fail to meet any of the deadlines set forth in the Development Schedule; (ii) fail to comply with any other term and condition of this Agreement; (iii) make or attempt to make a transfer, sale or assignment of this Agreement in violation of this Agreement; or (iv) you or other entity owned by the Owners are in default under any individual Franchise Agreement with us, or of any other agreement to which we are parties; any such event shall constitute a default under this Agreement.
Upon any such default, we, in our sole discretion, may do any one or more of the following:
(a) Terminate this Agreement and all rights granted hereunder to you without affording you any opportunity to cure the default effective immediately upon delivery to you of a written notice from us;
(b) Reduce the number of Aira Fitness Centers which you have the right to establish and open pursuant to this Agreement; or
(c) Exercise any other rights and remedies which we may have under applicable law.
Source: Item 23 — **RECEIPTS (FDD pages 59–254)
What This Means (2025 FDD)
According to the 2025 Aira Fitness Franchise Disclosure Document, the dissolution of the entity that is the Developer can trigger a default under the Development Agreement. Specifically, if the Developer entity dissolves, Aira Fitness, at its sole discretion, has the option to respond to the default in a few ways.
First, Aira Fitness can terminate the Development Agreement and all rights granted to the Developer immediately upon written notice, without providing an opportunity to cure the default. Second, Aira Fitness can reduce the number of Aira Fitness Centers the Developer has the right to establish and open under the agreement. Third, Aira Fitness can exercise any other rights and remedies available under applicable law.
This means that if the entity that holds the development rights for Aira Fitness dissolves, the franchisee risks losing their development rights entirely, having their development area reduced, or facing other legal actions from the franchisor. This clause protects Aira Fitness by ensuring the continuity and stability of its development plans, as the dissolution of the Developer entity could disrupt the planned expansion of Aira Fitness centers.