Under the Aira Fitness Guaranty, what does 'punctually pay' mean in relation to the Developer's obligations?
Aira_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
ise Agreement Franchisor Approved Site of Operations Upon the execution of this Agreement DEVELOPER: AIRA FITNESS [ENTITY NAME] FRANCHISING LLC An Illinois limited liability Franchisor A Dated: Dated: AIRA FITNESS MUDA 2025 - 18 - DEVELOPER INITIALS FRANCHISOR INITIALS
EXHIBIT C TO THE MULTI-UNIT DEVELOPMENT AGREEMENT
| THIS GUARANTY AND ASSUMPTION OF DEVELOPER'S OBLIGATIONS ("Guaranty") is made as of, 20, in consideration of, and as an inducement to, the execution of the Franchise Agreement by Aira Fitness Franchising LLC, an Illinois limited liability company ("Franchisor"). In consideration thereof, each of the undersigned hereby jointly and severally, personally and unconditionally agrees as follows: |
|---|
| 1. |
| Guaranty. |
| Guarantor(s) hereby unconditionally and absolutely warrants and |
| guarantees to Franchisor that ("Developer") shall punctually pay and perform in full |
| each and every undertaking, agreement and covenant set forth in the Franchise Agreement; |
| 2. |
| Obligations of Guarantor Upon Event of Default. Should a Default (as defined in |
| the Franchise Agreement) occur, Guarantor(s) shall diligently proceed to cure such Default at |
| Guarantor's sole cost and expense; |
| 3. |
| Nature of Guaranty. |
| This Guaranty is an original and independent obligation of |
| Guarantor(s), separate and distinct from Developer's obligations to Franchisor under the Multi-Unit |
| Development |
| Agreement. The obligations of Guarantor to Franchisor under this Guaranty are direct |
| and primary, regardless of the validity or enforceability of the Franchise Agreement. This Guaranty is |
| for the benefit of Franchisor and is not for the benefit of any third party. This Guaranty shall continue |
| until all obligations of Guarantor to Franchisor under this Guaranty have been performed in full. |
| 4. |
| Guarantor's Authorization to Franchisor. |
| Guarantor(s) authorizes Franchisor, |
| without notice or demand and without lessening Guarantor's liability under this Guaranty, from time |
| to time: (a) to make or approve changes to the Franchise Agreement; (b) to repeatedly compromise, |
| renew, extend, accelerate, or otherwise change the time for payment or other terms of the Franchise |
| Agreement; (c) to take and hold security for the payment of amounts due under the Franchise |
| Agreement or this Guaranty, and exchange, enforce, waive, and release any such security, with or |
| without the substitution of new collateral; (d) to determine how, when, and what application of |
| payments and credits shall be made on amounts due under the Franchise Agreement; and (j) to assign |
| or transfer this Guaranty, in whole or in part. |
| 5. |
| Guarantor's Representations and Warranties. |
| Guarantor(s) represents and |
| warrants to Franchisor that: (a) no representations or agreements of any kind have been made to |
| Guarantor which would limit or qualify in any way the terms of this Guaranty; (b) this Guaranty is |
| executed at Developer's request and Franchisor would not execute the Franchise Agreement were it |
| not for the execution and delivery of this Guaranty; |
Source: Item 23 — **RECEIPTS (FDD pages 59–254)
What This Means (2025 FDD)
According to Aira Fitness's 2025 Franchise Disclosure Document, the Owner Guaranty requires that the Developer 'punctually pay' all obligations outlined in the Franchise Agreement. Specifically, the Guarantor(s) (owners) unconditionally guarantee that the Developer will fulfill every undertaking, agreement, and covenant detailed in the Franchise Agreement. This means that the owners are personally responsible for ensuring that the Aira Fitness franchisee meets all financial and operational commitments as per the agreement.
If the Developer defaults on any obligation, the Guarantor(s) must take immediate action to correct the default at their own expense. This obligation is independent of the Developer's obligations, meaning the Guarantor's responsibility is direct and primary, regardless of the validity or enforceability of the Franchise Agreement itself. This ensures that Aira Fitness has recourse to the owners' personal assets if the franchisee fails to meet its obligations.
The Guarantor(s) also authorize Aira Fitness to make changes to the Franchise Agreement, compromise, renew, extend, or otherwise modify payment terms without affecting the Guarantor's liability. The Guarantor(s) also warrant that they have not been made any representations or agreements that would limit or qualify the terms of the Guaranty. This comprehensive guarantee is a critical component of the franchise agreement, designed to protect Aira Fitness's interests and ensure the franchisee's commitments are honored.