What written notice is Aira Fitness required to deliver to the franchisee for the assignment to be effective?
Aira_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
REEMENT**
In consideration of the foregoing, the mutual premises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
- 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 telephone numbers, telephone listings and telephone directory advertisements used in connection with the operation of the Aira Fitness Business; 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 acceptance of the assignment. In the event of such assignment, Aira Fitness assumes no liability for monies owed or other liabilities relating to the telephone numbers, telephone listings, and telephone directory advertisements that have accrued prior to the effective date of the assignment.
Franchisee hereby grants to Aira Fitness an irrevocable power of attorney and appoint Aira Fitness as your attorney-in-fact to take any necessary actions to assign the telephone numbers, including but not limited to, executing any forms that the telephone companies may require to effectuate the assignment. This assignment is also for the benefit of the telephone companies, and Franchisee agrees that the telephone companies may accept this assignment and Aira Fitness's instructions as conclusive evidence of its rights in the telephone numbers and our authority to direct the amendment, termination or transfer of the telephone numbers, as if they had originally been issued to Aira Fitness. In addition, Franchisee agrees to hold the telephone companies harmless from any and all claims against them arising out of any actions or instructions by Aira Fitness regarding the assignment contemplated in this Assignment.
- Representation and Warranties of the Franchisee. Franchisee hereby represents, warrants and covenants to the AIRA Fitness that: (a) As of the effective date of the Assignment, all of Franchisee's obligations and indebtedness for telephone, telephone listing services and telephone directory advertisement services will be paid and current; (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;
Source: Item 23 — **RECEIPTS (FDD pages 59–254)
What This Means (2025 FDD)
According to the 2025 Aira Fitness FDD, in the event of the expiration or termination of the Franchise Agreement, the franchisee sells, assigns, transfers, and conveys to Aira Fitness all rights, title, and interest in all Membership Contracts. However, this assignment is only effective once the Franchise Agreement has expired or is terminated, and Aira Fitness has delivered to the franchisee written notice of its acceptance of the assignment. Aira Fitness will not be liable for any monies owed or other liabilities related to the Membership Contracts that accrued before the assignment's effective date.
Similarly, the franchisee also assigns all rights, title, and interest in all telephone numbers, telephone listings, and telephone directory advertisements used in connection with the operation of the Aira Fitness Business to Aira Fitness. This assignment becomes effective only after the Franchise Agreement has expired or been terminated, and Aira Fitness has provided the franchisee with written notice of acceptance of the assignment. Aira Fitness assumes no liability for any monies owed or other liabilities related to the telephone numbers, telephone listings, and telephone directory advertisements that accrued before the effective date of the assignment.
Furthermore, Aira Fitness or its successor can be assigned the lease at any time during the lease term, including extensions or renewals, without the landlord's prior consent. However, the assignment is not effective until Aira Fitness or its successor or designated affiliate gives the landlord written notice of its acceptance of the assignment. The franchisee remains liable for responsibilities and obligations, including amounts owed to the landlord, before the assignment date, and Aira Fitness has the right to sublease the premises to another Aira Fitness franchisee without further landlord approval, provided the franchisee agrees to operate the Aira Fitness Business under a franchise agreement with Aira Fitness. Aira Fitness is responsible for lease obligations incurred after the assignment's effective date.