Under what conditions does the guarantee of performance for Basecamp Fitness continue?
Basecamp_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
For value received, SEB Franchising Guarantor LLC, a Delaware limited liability company (the "Guarantor"), located at 111 Weir Drive, Woodbury, Minnesota 55125, absolutely and unconditionally guarantees to assume the duties and obligations of Basecamp Fitness Franchisor LLC, located at 111 Weir Drive, Woodbury, Minnesota 55125 (the "Franchisor"), under its franchise registration in each state where the franchise is registered, and under its Franchise Agreement and Area Development Agreement identified in its 2025 Franchise Disclosure Document, as it may be amended, and as that Franchise Agreement and Area Development Agreement may be entered into with franchisees and amended, modified or extended from time to time. This guarantee continues until all such obligations of the Franchisor under its franchise registrations and the Franchise Agreement and Area Development Agreement are satisfied or until the liability of Franchisor to its franchisees under the Franchise Agreement and Area Development Agreement has been completely discharged, whichever first occurs. The Guarantor is not discharged from liability if a claim by a franchisee against the Franchisor remains outstanding. Notice of acceptance is waived. The Guarantor does not waive receipt of notice of default on the part of the Franchisor. This guarantee is binding on the Guarantor and its successors and assigns.
Source: Item 23 — RECEIPTS (FDD pages 62–248)
What This Means (2025 FDD)
According to the 2025 Basecamp Fitness Franchise Disclosure Document, SEB Franchising Guarantor LLC guarantees the obligations of Basecamp Fitness Franchisor LLC. This guarantee ensures that the Guarantor will fulfill the obligations of the Franchisor under its franchise registrations, Franchise Agreement, and Area Development Agreement.
The guarantee remains in effect until all obligations of Basecamp Fitness Franchisor under its franchise registrations and the Franchise Agreement and Area Development Agreement are completely fulfilled. Alternatively, the guarantee continues until the liability of Basecamp Fitness Franchisor to its franchisees under the Franchise Agreement and Area Development Agreement has been completely discharged, whichever event occurs first.
Importantly, the guarantee is not discharged even if a franchisee's claim against Basecamp Fitness Franchisor remains outstanding. This means that the Guarantor's obligations continue until all claims are fully resolved. The Guarantor waives the requirement to receive notice of acceptance of the guarantee but does not waive the right to receive notice of default on the part of the Franchisor. The guarantee is binding on the Guarantor, its successors, and assigns, providing a long-term security for franchisees.