ASSIGNMENT, ASSUMPTION, AND LANDLORD CONSENT

1. PARTIES

Assignor (Tenant): [NAME]
Assignee (New Tenant): [NAME]
Landlord: [NAME]
Lease: Dated [DATE], Premises: [ADDRESS/SUITE], as amended.

2. ASSIGNMENT AND ASSUMPTION

Assignor assigns all right, title, and interest in the Lease to Assignee as of [EFFECTIVE DATE]. Assignee assumes all obligations under the Lease arising on/after that date.

3. LANDLORD CONSENT

Landlord consents subject to the terms below and any conditions in the Lease. No further modifications are approved unless stated.

4. LIABILITY

• Assignor remains secondarily liable for Lease obligations unless Landlord expressly releases Assignor in writing.
• Assignee is primary obligor from the Effective Date.
• Optional release toggle: ☐ Landlord releases Assignor effective on receipt of [CONSIDERATION/SECURITY] ☐ No release.

5. SECURITY DEPOSIT

Security deposit of $[AMOUNT] will be: ☐ transferred to Landlord for Assignee’s account ☐ returned to Assignor upon replacement by Assignee.

6. REPRESENTATIONS

• Assignor: Lease is in force; no uncured defaults known; rent current through [DATE].
• Assignee: Organization, authority, and financial capacity to perform; acknowledges Lease terms.

7. CONDITIONS TO CONSENT (IF REQUIRED BY LEASE)

• Delivery of Assignee financials; creditworthy to Landlord’s reasonable satisfaction.
• Payment of assignment fee (if applicable): $[FEE].
• Compliance with any recapture/preemptive rights in the Lease.

7. BROKERS

Each party is responsible for its broker; indemnities for other claims.

8. GOVERNING LAW / MISC

Governing law: [STATE]; venue: [COUNTY/STATE]; counterparts/e-signatures permitted.

9. SIGNATURES

text
ASSIGNOR: ___________________________ ASSIGNEE: ___________________________
By: _________________________________ By: _________________________________
Name/Title: _________________________ Name/Title: _________________________
Date: ______________________________ Date: ______________________________

LANDLORD CONSENT:
_______________________________
By: ___________________________
Name/Title: ___________________
Date: _________________________
[// GUIDANCE: If release is negotiated, add explicit release language. Add estoppel statements if landlord requires; include recapture/fee confirmation per Lease.]