Under what circumstances does the Aira Fitness franchisee sell and assign its rights to Membership Contracts to Aira Fitness?
Aira_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
- Assignment. In the event of expiration or termination of the Franchise Agreement, and in order to secure continuity and stability of the operation of the Aira Fitness Business, Franchisee hereby sells, assigns, transfers and conveys to the Aira Fitness all of its rights, title and interest in and to all Membership Contracts; provided, however, such Assignment will not be effective unless and until the Franchise Agreement has expired or is terminated in accordance with the provisions thereof and Aira Fitness has delivered to Franchisee written notice of its acceptance of the assignment. In the event of such assignment, AIRA Fitness will assume no liability for monies owed or other liabilities relating to the Membership Contracts that have accrued prior to the effective date of the assignment.
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- Representation and Warranties of the Franchisee. 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.
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- Cancellation. Notwithstanding the foregoing, Aira Fitness may, in its sole discretion and at any time prior to effectiveness of the assignment, declare this Agreement and the assignment contemplated
Source: Item 23 — **RECEIPTS (FDD pages 59–254)
What This Means (2025 FDD)
According to the 2025 Aira Fitness Franchise Disclosure Document, a franchisee is required to sell, assign, transfer, and convey all rights, title, and interest in Membership Contracts to Aira Fitness under specific circumstances. This action is triggered by the expiration or termination of the Franchise Agreement. The purpose of this assignment is to ensure the continuity and stability of the Aira Fitness Business operations.
However, the assignment of Membership Contracts is not immediately effective upon the Franchise Agreement's expiration or termination. It only becomes effective when Aira Fitness provides the franchisee with written notice of its acceptance of the assignment. Upon the effective date of the assignment, Aira Fitness assumes no liability for any monies owed or other liabilities related to the Membership Contracts that accrued before the assignment's effective date.
The Aira Fitness franchisee also makes several representations, warranties, and covenants to Aira Fitness. These include confirming that all obligations under the Membership Contracts have been satisfied as of the assignment date, possessing full legal right and power to enter into and perform the Membership Contract Assignment Agreement, and ensuring that the assignment does not conflict with any other agreements. Aira Fitness retains the right to cancel the agreement and assignment at any time before it becomes effective, at its sole discretion.