Lease Assignment, Assumption, and Landlord Consent

LEASE ASSIGNMENT, ASSUMPTION OF LEASE, AND LANDLORD CONSENT

THIS AGREEMENT ("Agreement") is entered into as of [__/__/____] (the "Effective Date"),

by and among:

ASSIGNOR (Current Tenant):
Name: [________________________________]
Entity Type: ☐ Individual ☐ Corporation ☐ LLC ☐ Partnership ☐ Other: [________________]
State of Organization: [________________________________]
Principal Address: [________________________________]
City: [________________________________] State: [____] ZIP: [__________]
Telephone: [________________________________]
Email: [________________________________]

ASSIGNEE (New Tenant):
Name: [________________________________]
Entity Type: ☐ Individual ☐ Corporation ☐ LLC ☐ Partnership ☐ Other: [________________]
State of Organization: [________________________________]
Principal Address: [________________________________]
City: [________________________________] State: [____] ZIP: [__________]
Telephone: [________________________________]
Email: [________________________________]

LANDLORD (Property Owner):
Name: [________________________________]
Entity Type: ☐ Individual ☐ Corporation ☐ LLC ☐ Partnership ☐ Other: [________________]
Principal Address: [________________________________]
City: [________________________________] State: [____] ZIP: [__________]
Telephone: [________________________________]
Email: [________________________________]

Assignor, Assignee, and Landlord are each referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Landlord and Assignor entered into that certain lease agreement dated [__/__/____], as amended by [________________________________] (collectively, the "Lease"), for the premises commonly known as:

Premises Address: [________________________________]
Suite/Unit: [________________________________]
City: [________________________________] State: [____] ZIP: [__________]
Approximate Square Footage: [________________________________]
Legal Description: [________________________________] (or as set forth in Exhibit A)

(the "Premises");

WHEREAS, the Lease has an original term commencing on [__/__/____] and expiring on [__/__/____], with [____] remaining option periods of [____] years each;

WHEREAS, the current monthly base rent under the Lease is $[________________________________] per month, with the following scheduled adjustments: [________________________________];

WHEREAS, Assignor desires to assign all of Assignor's right, title, and interest in, to, and under the Lease to Assignee, and Assignee desires to accept such assignment and assume all of Assignor's obligations under the Lease from and after the Effective Date;

WHEREAS, Section [____] of the Lease requires Landlord's prior written consent to any assignment of the Lease;

WHEREAS, Landlord is willing to consent to the assignment upon the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1. DEFINITIONS

1.1 "Assignment" means the transfer by Assignor to Assignee of all of Assignor's right, title, and interest in, to, and under the Lease, effective as of the Effective Date.

1.2 "Assignment Consideration" means the total consideration paid or to be paid by Assignee to Assignor in connection with this Assignment, including but not limited to cash payments, assumption of obligations, and the fair market value of any non-cash consideration, which the Parties stipulate to be $[________________________________].

1.3 "Assignor's Obligations" means all duties, obligations, covenants, and liabilities of the tenant under the Lease.

1.4 "Business Day" means any day other than a Saturday, Sunday, or federal holiday.

1.5 "Effective Date" means the date set forth in the preamble of this Agreement, or such later date as may be specified in Section 13.1.

1.6 "Existing Security Deposit" means the security deposit currently held by Landlord under the Lease in the amount of $[________________________________].

1.7 "Guarantor" means [________________________________], who has executed a guaranty of the Lease obligations dated [__/__/____] (the "Existing Guaranty"), or "None" if no guaranty is outstanding.

1.8 "Landlord's Consent" means Landlord's written consent to the Assignment as set forth in Article 6 hereof.

1.9 "Lease" has the meaning set forth in the Recitals.

1.10 "Permitted Use" means [________________________________], as specified in Section [____] of the Lease.

1.11 "Pre-Assignment Period" means the period from the commencement date of the Lease through the day immediately preceding the Effective Date.

1.12 "Post-Assignment Period" means the period from and after the Effective Date through the expiration or earlier termination of the Lease.

1.13 "Premises" has the meaning set forth in the Recitals.

ARTICLE 2. ASSIGNMENT OF LEASE

2.1 Assignment. Assignor hereby assigns, transfers, sets over, and conveys to Assignee all of Assignor's right, title, and interest in, to, and under the Lease, including without limitation:

(a) All rights to occupy and use the Premises for the remainder of the Lease term and any renewal or extension periods;

(b) All rights under any options to renew, extend, or expand contained in the Lease;

(c) All rights to any tenant improvement allowances, rent abatements, or other concessions that remain unexercised or unexhausted as of the Effective Date;

(d) All rights in and to any alterations, improvements, fixtures, and appurtenances made or installed by Assignor at the Premises that are not required to be removed under the Lease; and

(e) All rights, if any, under any ancillary agreements related to the Lease, including parking agreements, storage agreements, and signage rights, as identified in Exhibit B.

2.2 Excluded Assets. The following items are expressly excluded from this Assignment and shall remain the property of Assignor: [________________________________].

2.3 Delivery of Possession. Assignor shall deliver possession of the Premises to Assignee on the Effective Date in the condition required under the Lease, ordinary wear and tear excepted. Assignor shall remove all personal property not included in this Assignment on or before the Effective Date.

2.4 Keys and Access. On the Effective Date, Assignor shall deliver to Assignee all keys, access cards, security codes, and other means of access to the Premises in Assignor's possession or control.

ARTICLE 3. ASSUMPTION OF LEASE OBLIGATIONS

3.1 Assumption. Assignee hereby accepts the Assignment and assumes and agrees to perform, observe, and be bound by all of the terms, covenants, conditions, and obligations of the tenant under the Lease arising or accruing from and after the Effective Date, including without limitation:

(a) Payment of all base rent, additional rent, operating expense pass-throughs, tax escalations, insurance charges, common area maintenance charges, and all other sums due under the Lease;

(b) Compliance with all use restrictions, rules and regulations, and operational requirements of the Lease;

(c) Maintenance and repair obligations of the tenant under the Lease;

(d) Compliance with all insurance requirements, including maintenance of the types and amounts of insurance specified in the Lease;

(e) Compliance with all applicable laws, ordinances, codes, rules, and regulations; and

(f) Performance of all obligations relating to the surrender of the Premises at the expiration or earlier termination of the Lease.

3.2 Acknowledgment of Lease Terms. Assignee acknowledges that Assignee has received, reviewed, and is familiar with all terms and conditions of the Lease, all amendments thereto, and all rules and regulations of the building or project in which the Premises are located. Assignee accepts the Premises in their current "as-is" condition.

3.3 No Modification of Lease. Except as expressly set forth herein, this Assignment does not modify, amend, or supplement the Lease in any respect. All terms and conditions of the Lease remain in full force and effect, and Assignee shall be bound thereby as if Assignee were the original tenant thereunder.

ARTICLE 4. ASSIGNOR'S CONTINUING LIABILITY

4.1 Liability Election. Select one:

☐ Option A — Assignor Remains Liable. Notwithstanding the Assignment, Assignor shall remain secondarily liable for the full and faithful performance of all tenant obligations under the Lease for the remainder of the Lease term (including any renewal or extension periods exercised by Assignee), as if this Assignment had not been made. Assignor's liability shall be that of a surety and shall not be affected by any modification, amendment, extension, or renewal of the Lease agreed to between Landlord and Assignee without Assignor's consent, except that Assignor's liability shall not extend to any obligations arising from an expansion of the Premises or an increase in rent beyond the amounts scheduled in the Lease as of the Effective Date.

☐ Option B — Assignor Released. Landlord hereby fully and unconditionally releases Assignor from all obligations and liabilities under the Lease arising from and after the Effective Date. This release is conditioned upon: [________________________________].

☐ Option C — Assignor Released After Transition Period. Assignor shall remain secondarily liable for the performance of all tenant obligations under the Lease for a period of [____] months following the Effective Date (the "Transition Period"). Upon expiration of the Transition Period, provided Assignee is not then in default under the Lease, Landlord shall release Assignor from all further obligations under the Lease. Landlord shall execute a written release within [____] days after the expiration of the Transition Period upon Assignor's request.

4.2 Notice to Assignor. If Assignor remains liable under Section 4.1, Landlord agrees to provide Assignor with prompt written notice of any default by Assignee under the Lease, together with copies of any default notices sent to Assignee. Failure of Landlord to provide such notice shall not discharge Assignor's liability but shall extend the time for Assignor to cure any such default by a period equal to the delay in providing notice.

4.3 Assignor's Right to Cure. If Assignor remains liable, Assignor shall have the right (but not the obligation) to cure any default by Assignee under the Lease within [____] days after receipt of notice of such default from Landlord.

4.4 Subrogation. If Assignor cures any default of Assignee under the Lease, Assignor shall be subrogated to Landlord's rights against Assignee with respect to the amounts paid or obligations performed by Assignor.

ARTICLE 5. LANDLORD'S CONSENT

5.1 Consent Granted. Subject to the terms and conditions of this Agreement, Landlord hereby consents to the Assignment of the Lease from Assignor to Assignee.

5.2 Limitations on Consent. Landlord's consent to this Assignment:

(a) Shall not be deemed a consent to any subsequent assignment, sublease, or other transfer of the Lease or the Premises, each of which shall require Landlord's separate written consent in accordance with the terms of the Lease;

(b) Shall not be deemed a waiver of Landlord's right to consent to or withhold consent from any future assignment or sublease;

(c) Shall not be deemed a waiver of any rights of Landlord under any recapture, termination, or other provision of the Lease triggered by a proposed assignment;

(d) Shall not release or discharge any guarantor of the Lease unless expressly stated herein; and

(e) Is conditioned upon full compliance with all conditions precedent set forth in Article 13.

5.3 Assignment Fee. As a condition of Landlord's consent, the following fee(s) shall be paid:

☐ No assignment fee is required.
☐ Assignor shall pay Landlord an assignment processing fee of $[________________________________].
☐ Assignor shall pay Landlord [____]% of the Assignment Consideration (as defined in Section 1.2) in excess of the rent and other charges payable under the Lease for the balance of the Lease term.
☐ Other: [________________________________].

5.4 Landlord's Recapture Right. Select one:

☐ Landlord has waived any recapture right under the Lease with respect to this Assignment.
☐ Landlord has elected not to exercise its recapture right under Section [____] of the Lease. This waiver applies only to this Assignment and does not constitute a waiver of recapture rights with respect to any future transfer.
☐ Not applicable — the Lease does not contain a recapture provision.

5.5 Reimbursement of Landlord's Costs. Assignor shall reimburse Landlord for all reasonable out-of-pocket costs incurred by Landlord in connection with reviewing and processing this Assignment, including reasonable attorneys' fees, in an amount not to exceed $[________________________________]. Such costs shall be paid within [____] days of Landlord's written demand, accompanied by reasonable documentation.

ARTICLE 6. REPRESENTATIONS AND WARRANTIES OF ASSIGNOR

Assignor represents and warrants to Assignee and Landlord as of the Effective Date:

6.1 The Lease is in full force and effect and has not been modified, amended, or supplemented except as set forth in the Recitals.

6.2 Assignor is not in default under the Lease, and to Assignor's knowledge, no event has occurred that with the passage of time or the giving of notice (or both) would constitute a default by Assignor under the Lease.

6.3 To Assignor's knowledge, Landlord is not in default under the Lease.

6.4 All rent and additional charges under the Lease have been paid through [__/__/____].

6.5 There are no pending or threatened claims, actions, suits, or proceedings relating to the Lease or the Premises of which Assignor is aware.

6.6 Assignor has not previously assigned, sublet, encumbered, or otherwise transferred any interest in the Lease or the Premises.

6.7 Assignor has full power and authority to execute, deliver, and perform this Agreement, and the execution and delivery of this Agreement have been duly authorized by all necessary corporate, partnership, or membership action.

6.8 The Assignment Consideration set forth in Section 1.2 represents the total consideration received or to be received by Assignor in connection with this Assignment.

6.9 No broker, finder, or intermediary is entitled to a commission or fee in connection with this Assignment except: [________________________________].

6.10 There are no environmental conditions at the Premises of which Assignor is aware that would constitute a violation of applicable environmental laws.

ARTICLE 7. REPRESENTATIONS AND WARRANTIES OF ASSIGNEE

Assignee represents and warrants to Assignor and Landlord as of the Effective Date:

7.1 Assignee has received and reviewed a complete copy of the Lease (including all amendments, exhibits, and addenda) and is familiar with all terms and conditions thereof. A true and complete copy of the Lease is attached hereto as Exhibit A.

7.2 Assignee has inspected the Premises and accepts the Premises in their current "as-is, where-is" condition, without representation or warranty by Assignor or Landlord as to condition, suitability, or fitness for Assignee's intended use, except as expressly set forth herein.

7.3 Assignee has the financial capacity and operational capability to perform all obligations of the tenant under the Lease.

7.4 Assignee intends to use the Premises for the Permitted Use and no other purpose.

7.5 Assignee is duly organized, validly existing, and in good standing under the laws of the state of its organization and is qualified to do business in the state in which the Premises are located.

7.6 Assignee has full power and authority to execute, deliver, and perform this Agreement, and the execution and delivery of this Agreement have been duly authorized by all necessary corporate, partnership, or membership action.

7.7 The execution and performance of this Agreement by Assignee does not and will not violate or conflict with any agreement, instrument, order, judgment, or decree to which Assignee is a party or by which Assignee is bound.

7.8 Assignee's financial statements delivered to Landlord in connection with this Assignment are true, complete, and accurate in all material respects and fairly present Assignee's financial condition as of the dates indicated.

7.9 Assignee has not been the subject of any bankruptcy, insolvency, reorganization, receivership, or similar proceeding within the past [____] years, except as disclosed in writing to Landlord.

ARTICLE 8. SECURITY DEPOSIT

8.1 Existing Security Deposit. The Existing Security Deposit held by Landlord is $[________________________________]. Select one:

☐ Transfer to Assignee's Account. The Existing Security Deposit shall be transferred to and held by Landlord for the account of Assignee. Assignor's right to the return of the Existing Security Deposit is hereby assigned to Assignee.

☐ Return to Assignor and Replacement. The Existing Security Deposit shall be returned to Assignor upon Landlord's receipt of a replacement security deposit from Assignee in the amount specified in Section 8.2.

☐ Other Arrangement: [________________________________].

8.2 Additional Security Deposit. Assignee shall deliver to Landlord an additional security deposit in the amount of $[________________________________] on or before the Effective Date. The form of such additional deposit shall be:

☐ Cash or certified funds
☐ Irrevocable standby letter of credit in form acceptable to Landlord, issued by [________________________________]
☐ Other: [________________________________]

8.3 Total Security Deposit. Following the Effective Date, the total security deposit held by Landlord for the account of Assignee shall be $[________________________________], which shall be held and applied in accordance with the terms of the Lease and applicable law.

ARTICLE 9. RENT AND FINANCIAL ADJUSTMENTS

9.1 Rent Proration. All base rent, additional rent, and other recurring charges under the Lease shall be prorated as of the Effective Date based on a 30-day month. Assignor shall be responsible for all such charges attributable to the Pre-Assignment Period, and Assignee shall be responsible for all such charges attributable to the Post-Assignment Period.

9.2 Rent Commencement. Assignee's obligation to pay rent directly to Landlord shall commence on [__/__/____]. Until such date, Assignor shall remain responsible for rent payments.

9.3 Operating Expense Reconciliation. Any operating expense, tax, or insurance reconciliation or true-up for the calendar or fiscal year in which the Effective Date occurs shall be allocated between Assignor and Assignee based on their respective periods of occupancy. Assignor and Assignee shall cooperate with each other and with Landlord in connection with any such reconciliation.

9.4 Percentage Rent. If the Lease requires the payment of percentage rent or other amounts based on the tenant's sales or revenue:

(a) Assignor shall be responsible for all percentage rent based on sales occurring during the Pre-Assignment Period;

(b) Assignee shall be responsible for all percentage rent based on sales occurring during the Post-Assignment Period;

(c) The breakpoint or threshold shall be prorated for the partial period in which the Effective Date occurs; and

(d) Each Party shall provide the other Party and Landlord with access to sales records reasonably necessary to calculate the percentage rent allocation.

9.5 Prepaid Rent. Any prepaid rent or credits held by Landlord as of the Effective Date shall be:

☐ Applied to Assignee's account and credited against Assignee's future rent obligations.
☐ Refunded to Assignor, and Assignee shall make a fresh prepayment of $[________________________________].

ARTICLE 10. INSURANCE

10.1 Assignee's Insurance Obligations. Assignee shall, on or before the Effective Date and throughout the remainder of the Lease term, maintain all insurance required under the Lease, including without limitation:

(a) Commercial general liability insurance with minimum limits of $[________________________________] per occurrence and $[________________________________] in the aggregate;

(b) Property insurance covering Assignee's personal property, trade fixtures, and leasehold improvements at full replacement cost;

(c) Workers' compensation insurance as required by applicable law;

(d) Business income/extra expense insurance covering a minimum of [____] months of rent and operating expenses;

(e) Such other insurance as may be required under the Lease or by Landlord.

10.2 Additional Insured. All liability insurance policies maintained by Assignee shall name Landlord, Landlord's managing agent, and Landlord's mortgagee (if any) as additional insureds in accordance with the Lease.

10.3 Certificates of Insurance. Assignee shall deliver to Landlord certificates of insurance evidencing all required coverages no later than [____] days prior to the Effective Date.

10.4 Assignor's Insurance. Assignor's insurance obligations under the Lease shall terminate as of the Effective Date, provided that Assignor shall maintain in effect, or purchase tail coverage under, any claims-made policies for a period of [____] years following the Effective Date to cover claims arising from occurrences during the Pre-Assignment Period.

ARTICLE 11. GUARANTY

11.1 Existing Guaranty. Select one:

☐ No Existing Guaranty. There is no existing guaranty of the Lease.

☐ Existing Guaranty Continues. The Existing Guaranty by [________________________________] (the "Existing Guarantor") shall remain in full force and effect following the Assignment and shall continue to guarantee the performance of the tenant's obligations under the Lease. The Existing Guarantor's consent to this Assignment is attached hereto as Exhibit C.

☐ Existing Guaranty Released. The Existing Guaranty by [________________________________] is hereby released and terminated as of the Effective Date. Landlord hereby releases the Existing Guarantor from all liability under the Existing Guaranty for obligations arising from and after the Effective Date.

☐ Existing Guaranty Released Conditionally. The Existing Guaranty shall be released upon the occurrence of the following conditions: [________________________________].

11.2 New Guaranty Required. Select one:

☐ No New Guaranty Required.

☐ New Guaranty Required. As a condition of Landlord's consent, [________________________________] (the "New Guarantor") shall execute and deliver to Landlord a guaranty of Assignee's obligations under the Lease, in the form attached hereto as Exhibit D, simultaneously with the execution of this Agreement. The New Guaranty shall guarantee:
☐ All obligations of the tenant under the Lease.
☐ Payment obligations only, up to a maximum aggregate amount of $[________________________________].
☐ Obligations during the first [____] months of the Post-Assignment Period only (a "burn-off" guaranty).

ARTICLE 12. INDEMNIFICATION

12.1 Assignor's Indemnification of Landlord. Assignor shall indemnify, defend, and hold harmless Landlord from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

(a) Any breach of Assignor's representations or warranties in this Agreement;

(b) Any obligation or liability under the Lease attributable to the Pre-Assignment Period;

(c) Any act or omission of Assignor at or with respect to the Premises prior to the Effective Date; and

(d) Any failure by Assignor to perform its obligations under this Agreement.

12.2 Assignee's Indemnification of Landlord. Assignee shall indemnify, defend, and hold harmless Landlord from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

(a) Any breach of Assignee's representations or warranties in this Agreement;

(b) Any obligation or liability under the Lease attributable to the Post-Assignment Period;

(c) Any act or omission of Assignee at or with respect to the Premises from and after the Effective Date; and

(d) Any failure by Assignee to perform its obligations under this Agreement or the Lease.

12.3 Assignee's Indemnification of Assignor. Assignee shall indemnify, defend, and hold harmless Assignor from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

(a) Any obligation or liability under the Lease attributable to the Post-Assignment Period;

(b) Any act or omission of Assignee at or with respect to the Premises from and after the Effective Date; and

(c) Any claim by Landlord against Assignor based on Assignee's failure to perform its obligations under the Lease.

12.4 Survival. The indemnification obligations set forth in this Article 12 shall survive the expiration or earlier termination of the Lease for a period of [____] years.

ARTICLE 13. CONDITIONS PRECEDENT

13.1 The obligations of the Parties under this Agreement are conditioned upon the satisfaction or waiver of each of the following conditions on or before [__/__/____] (the "Conditions Deadline"):

(a) Landlord Approval. Landlord shall have approved this Assignment and executed this Agreement;

(b) Financial Review. Assignee shall have delivered to Landlord current financial statements (audited, if available) for the most recent [____] fiscal years, together with such additional financial information as Landlord may reasonably request, and Landlord shall have approved Assignee's financial condition in Landlord's reasonable discretion;

(c) Insurance. Assignee shall have delivered certificates of insurance as required by Section 10.3;

(d) Security Deposit. Assignee shall have delivered any required security deposit as specified in Article 8;

(e) Guaranty. If required under Article 11, the New Guarantor shall have executed and delivered the New Guaranty;

(f) Assignment Fee. Any assignment fee required under Section 5.3 shall have been paid;

(g) Landlord's Costs. All costs required under Section 5.5 shall have been paid or arrangements for payment satisfactory to Landlord shall have been made;

(h) No Default. No default or event of default shall exist under the Lease as of the Effective Date;

(i) Governmental Approvals. Assignee shall have obtained all governmental permits, licenses, and approvals necessary for Assignee's intended use of the Premises; and

(j) Other Conditions: [________________________________].

13.2 Failure of Conditions. If any condition precedent is not satisfied or waived by the Conditions Deadline, any Party may terminate this Agreement by written notice to the other Parties, in which case this Agreement shall be null and void and no Party shall have any further obligation hereunder, except for obligations that expressly survive termination.

ARTICLE 14. STATE-SPECIFIC PROVISIONS

IMPORTANT: The following provisions should be modified to comply with the laws of the jurisdiction in which the Premises are located. Consult local counsel for state-specific requirements.

14.1 Consent Standards. The standard governing Landlord's consent to this Assignment is determined by:

☐ The express terms of the Lease (which provide: [________________________________])
☐ Applicable state law imposing an implied reasonableness standard
☐ Landlord's sole and absolute discretion, as permitted by applicable law

14.2 Transfer Taxes. Select one:

☐ No state or local transfer taxes apply to this Assignment.
☐ Documentary stamp taxes, transfer taxes, or similar charges apply. The estimated amount is $[________________________________], and responsibility for payment is allocated as follows: [________________________________].
☐ The Parties are uncertain whether transfer taxes apply and shall obtain a determination from applicable taxing authorities prior to closing.

14.3 Recording. Select one:

☐ This Agreement (or a memorandum thereof) shall be recorded in the official records of [________________________________] County.
☐ This Agreement shall not be recorded. If a memorandum of lease was previously recorded, a memorandum of assignment shall be prepared and recorded.
☐ Recording is not applicable or required.

14.4 Notarization. Select one:

☐ This Agreement must be notarized under applicable state law.
☐ Notarization is not required but is recommended.
☐ The Parties elect to have signatures notarized.

ARTICLE 15. BANKRUPTCY CONSIDERATIONS

15.1 Bankruptcy Representations. Each of Assignor and Assignee represents that:

(a) It is not the subject of any pending or contemplated bankruptcy, insolvency, receivership, or similar proceeding;

(b) It is not insolvent and the execution of this Agreement will not render it insolvent; and

(c) This Agreement is being entered into in good faith and for reasonably equivalent value.

15.2 Bankruptcy Assignment Rights. The Parties acknowledge that under 11 U.S.C. Section 365, in the event of a bankruptcy filing by Assignee, the bankruptcy trustee or debtor-in-possession may have the right to assume, reject, or assign the Lease, subject to:

(a) Cure of all existing defaults under the Lease;

(b) Adequate assurance of future performance under the Lease; and

(c) In the case of a shopping center lease, the specific adequate assurance requirements of 11 U.S.C. Section 365(b)(3), including adequate assurance of the source of rent, maintenance of percentage rent levels, compliance with use and exclusivity provisions, and that the assignment will not disrupt the tenant mix.

15.3 Anti-Assignment Override. The Parties acknowledge that anti-assignment provisions in the Lease may be unenforceable in bankruptcy proceedings under 11 U.S.C. Section 365(f), and this Agreement does not limit any rights that may exist under federal bankruptcy law.

ARTICLE 16. NOTICES

16.1 All notices, demands, consents, approvals, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given upon:

(a) Personal delivery;
(b) One (1) Business Day after deposit with a nationally recognized overnight courier service;
(c) Three (3) Business Days after deposit in the United States mail, certified or registered, return receipt requested, postage prepaid; or
(d) Upon confirmed transmission by email (with a copy sent by one of the methods described above within two (2) Business Days).

16.2 Notices shall be addressed as follows:

To Assignor:
[________________________________]
[________________________________]
[________________________________]
Attn: [________________________________]
Email: [________________________________]

To Assignee:
[________________________________]
[________________________________]
[________________________________]
Attn: [________________________________]
Email: [________________________________]

To Landlord:
[________________________________]
[________________________________]
[________________________________]
Attn: [________________________________]
Email: [________________________________]

With a copy to Landlord's counsel:
[________________________________]
[________________________________]
[________________________________]
Attn: [________________________________]
Email: [________________________________]

16.3 Any Party may change its address for notice purposes by written notice given in accordance with this Section.

ARTICLE 17. GENERAL PROVISIONS

17.1 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, assigns, heirs, and legal representatives.

17.2 Entire Agreement. This Agreement, together with the Lease and all exhibits hereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, commitments, offers, and agreements (whether oral or written) with respect to the subject matter hereof.

17.3 Amendments. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by all three Parties.

17.4 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

17.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [________________________________], without regard to conflicts-of-law principles.

17.6 Venue. Any action arising under this Agreement shall be brought in the courts of [________________________________] County, State of [________________________________], and each Party consents to the jurisdiction of such courts.

17.7 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom enforcement is sought. No waiver shall constitute a continuing waiver or a waiver of any other provision.

17.8 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

17.9 Electronic Signatures. Electronic signatures and scanned or digital copies of signatures shall be deemed originals for all purposes.

17.10 Attorneys' Fees. In any action to enforce this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing Party.

17.11 Time of the Essence. Time is of the essence with respect to all dates and deadlines set forth in this Agreement.

17.12 Interpretation. This Agreement has been jointly negotiated by the Parties, and no provision shall be construed against any Party by reason of the role of such Party in drafting this Agreement.

17.13 Survival. The representations, warranties, and indemnification obligations set forth in this Agreement shall survive the execution and delivery of this Agreement and the consummation of the Assignment.

17.14 Brokers. Each Party represents that it has not dealt with any broker, finder, or intermediary in connection with this Assignment except: [________________________________]. Each Party shall indemnify and hold harmless the other Parties from and against any claim for commission or fee by any broker or finder claiming through such Party.

17.15 Confidentiality. The terms and conditions of this Agreement (including the Assignment Consideration) shall be treated as confidential by all Parties and shall not be disclosed to any third party except to the Parties' respective attorneys, accountants, lenders, and advisors as reasonably necessary, or as required by law.

17.16 Further Assurances. Each Party agrees to execute and deliver such additional documents and to take such additional actions as may be reasonably necessary to carry out the purposes and intent of this Agreement.

ARTICLE 18. EXECUTION

IN WITNESS WHEREOF, the Parties have executed this Lease Assignment, Assumption, and Landlord Consent as of the date first written above.

ASSIGNOR:

[________________________________]

By: [________________________________]
Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

ASSIGNEE:

[________________________________]

By: [________________________________]
Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

LANDLORD CONSENT:

[________________________________]

Landlord hereby consents to the foregoing Assignment and Assumption upon the terms and conditions set forth in this Agreement. Landlord's consent is limited to this specific Assignment and does not constitute a waiver of any provision of the Lease requiring consent to future assignments, subleases, or other transfers.

By: [________________________________]
Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

NOTARIZATION (If Required)

State of [________________________________]
County of [________________________________]

On this [____] day of [________________________________], 20[____], before me, the undersigned notary public, personally appeared [________________________________], known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument, the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

Notary Public: [________________________________]
My Commission Expires: [__/__/____]
[Notarial Seal]

(Repeat for each Party as required)

EXHIBITS

Exhibit A — Copy of Lease (including all amendments, exhibits, and addenda)

Exhibit B — List of Ancillary Agreements Assigned

Exhibit C — Existing Guarantor's Consent (if applicable)

Exhibit D — Form of New Guaranty (if applicable)

Exhibit E — Assignee's Financial Statements

Exhibit F — Estoppel Certificate (if required by Landlord)

Exhibit G — Schedule of Personal Property Included in Assignment (if any)

PRACTICE NOTES

Assignment vs. Sublease: An assignment transfers the entire remaining lease term to the assignee, creating privity of estate between landlord and assignee. A sublease transfers less than the entire remaining term, with the sublessor retaining a reversionary interest. This distinction affects the parties' respective rights and liabilities.

Privity of Contract vs. Privity of Estate: After assignment, the landlord and assignee share privity of estate, but the landlord and the original tenant (assignor) retain privity of contract unless expressly released. The assignor therefore remains liable on the lease unless a novation or express release is obtained.

Anti-Assignment Clauses: Most states strictly construe anti-assignment clauses. A clause prohibiting assignment without consent does not prohibit subletting (and vice versa) unless the clause expressly addresses both. Some states imply a reasonableness requirement; others allow the landlord unfettered discretion unless the lease provides otherwise.

Waiver by Acceptance of Rent: A landlord's acceptance of rent from an assignee after an unauthorized assignment may constitute a waiver of the anti-assignment clause, though the scope of such waiver varies by jurisdiction.

State-Specific Requirements: Several states have specific statutory frameworks governing lease assignment consent. California (Civ. Code Sections 1995.010-1995.340), New York (Real Prop. Law Section 226-b for residential; commercial governed by lease terms and case law), and others have unique requirements. Always consult local counsel.

This template is provided for informational purposes only and does not constitute legal advice. This document should be reviewed and customized by a qualified real estate attorney licensed in the jurisdiction where the Premises are located before execution.