Lease Assignment, Assumption, and Landlord Consent - Alaska

LEASE ASSIGNMENT, ASSUMPTION OF LEASE, AND LANDLORD CONSENT

(Alaska Commercial Lease)

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: AK ZIP: [__________]
Judicial District: [________________________________]
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: [________________________________]

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/Borough: [________________________________] State: Alaska ZIP: [__________]
Approximate Square Footage: [________________________________]
Legal Description: As set forth in Exhibit A

(the "Premises");

WHEREAS, the Lease term commenced on [__/__/____] and expires on [__/__/____], with [____] renewal options;

WHEREAS, the current monthly base rent is $[________________________________];

WHEREAS, Assignor desires to assign all right, title, and interest in the Lease to Assignee;

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

WHEREAS, Landlord consents upon the terms herein;

NOW, THEREFORE, the Parties agree:

ARTICLE 1. DEFINITIONS

1.1 "Assignment" — transfer of all Assignor's right, title, and interest in the Lease.
1.2 "Assignment Consideration" — $[________________________________].
1.3 "Business Day" — any day other than Saturday, Sunday, or Alaska state holiday.
1.4 "Effective Date" — as stated in preamble or per Section 13.1.
1.5 "Existing Security Deposit" — $[________________________________].
1.6 "Guarantor" — [________________________________] (or "None").
1.7 "Lease" — as defined in Recitals.
1.8 "Permitted Use" — [________________________________].
1.9 "Pre-Assignment Period" / "Post-Assignment Period" — divided at the Effective Date.
1.10 "Premises" — as defined in Recitals.

ARTICLE 2. ASSIGNMENT OF LEASE

2.1 Assignment. Assignor assigns all right, title, and interest in the Lease, including:

(a) All occupancy and use rights for the remaining term and renewals;
(b) All renewal, extension, and expansion options;
(c) All unexercised tenant improvement allowances and concessions;
(d) All alterations, improvements, and fixtures not required to be removed; and
(e) All ancillary agreements (Exhibit B).

2.2 Excluded Assets. [________________________________].

2.3 Delivery of Possession. Assignor delivers possession on the Effective Date, ordinary wear and tear excepted.

2.4 Keys and Access. All keys, access cards, and security codes delivered on the Effective Date.

ARTICLE 3. ASSUMPTION OF LEASE OBLIGATIONS

3.1 Assumption. Assignee accepts the Assignment and assumes all tenant obligations from the Effective Date, including:

(a) Payment of all rent, additional rent, NNN charges, and other sums;
(b) Compliance with use restrictions, rules, and regulations;
(c) Maintenance and repair obligations;
(d) Insurance requirements;
(e) Compliance with all applicable federal, state, and local laws, including Alaska building codes, fire codes, and environmental regulations; and
(f) Surrender obligations.

3.2 Acknowledgment. Assignee has reviewed all Lease terms and accepts the Premises "as-is."

3.3 No Modification. The Lease is not modified except as expressly stated herein.

ARTICLE 4. ASSIGNOR'S CONTINUING LIABILITY

4.1 Alaska Common Law. Alaska follows the general common law rule that assignment of a lease does not release the original tenant from privity of contract with the landlord absent an express release or novation. The URLTA (AS 34.03) does not apply to commercial tenancies and provides no statutory framework for commercial assignment liability.

4.2 Liability Election. Select one:

☐ Option A — Assignor Remains Liable. Assignor remains secondarily liable for all tenant obligations through the Lease term, including renewals exercised by Assignee. Liability does not extend to post-assignment expansions or rent increases beyond scheduled amounts.

☐ Option B — Assignor Released (Novation). Landlord releases Assignor from all post-Effective Date obligations. Conditions: [________________________________].

☐ Option C — Transition Period Release. Assignor liable for [____] months. Upon expiration without Assignee default, Landlord releases Assignor within [____] days of request.

4.3 Notice. Landlord provides prompt notice of Assignee defaults.

4.4 Cure Right. Assignor may cure within [____] days of notice.

4.5 Subrogation. Assignor subrogated upon cure.

ARTICLE 5. LANDLORD'S CONSENT

5.1 Consent Granted. Landlord consents to the Assignment.

5.2 Alaska Consent Standards. The Parties acknowledge:

(a) Alaska does not have a specific statute governing landlord consent to commercial lease assignments;

(b) The consent standard is governed by the Lease terms and common law principles of contract interpretation;

(c) Alaska courts may apply a general duty of good faith and fair dealing to the exercise of consent provisions, even in commercial leases;

(d) Anti-assignment clauses are strictly construed; a clause prohibiting "assignment" does not necessarily prohibit "subletting" and vice versa; and

(e) Alaska's freedom-of-contract principles allow the Parties to negotiate specific consent standards, including sole discretion provisions, subject to the implied covenant of good faith.

5.3 Limitations. Consent not extended to subsequent transfers; not a waiver of future consent; does not release guarantors; does not waive recapture rights.

5.4 Assignment Consideration Sharing. Select one:

☐ Not applicable.
☐ Assignor pays Landlord [____]% of net consideration within [____] days.
☐ Other: [________________________________].

5.5 Recapture Right. ☐ Waived ☐ Not exercised ☐ Not applicable.

5.6 Assignment Fee and Costs. Assignor pays: (a) fee of $[________________________________]; (b) Landlord's costs not to exceed $[________________________________].

ARTICLE 6. REPRESENTATIONS AND WARRANTIES OF ASSIGNOR

6.1 Lease in full force, unmodified except as stated.
6.2 No default exists.
6.3 To Assignor's knowledge, Landlord not in default.
6.4 Rent paid through [__/__/____].
6.5 No pending claims.
6.6 No prior assignment or subletting.
6.7 Full power and authority.
6.8 Assignment Consideration is total consideration.
6.9 No broker except: [________________________________].
6.10 No known environmental violations, including under Alaska Environmental Conservation Act (AS 46.03), Alaska Oil and Hazardous Substances Pollution Control (AS 46.04), and CERCLA.

ARTICLE 7. REPRESENTATIONS AND WARRANTIES OF ASSIGNEE

7.1 Complete Lease reviewed (Exhibit A).
7.2 Premises accepted "as-is."
7.3 Financial capacity confirmed.
7.4 Intended use is Permitted Use only.
7.5 Duly organized, in good standing, authorized in Alaska.
7.6 Full power and authority.
7.7 No conflicts with existing obligations.
7.8 Financial statements true and accurate.
7.9 No bankruptcy within [____] years except as disclosed.

ARTICLE 8. SECURITY DEPOSIT

8.1 Existing Deposit: $[________________________________]. ☐ Transferred to Assignee ☐ Returned to Assignor ☐ Other: [________________].

8.2 Additional Deposit: $[________________________________]. ☐ Cash ☐ Letter of Credit ☐ Other.

8.3 Total Deposit: $[________________________________].

8.4 Alaska Security Deposit Rules. Alaska's URLTA security deposit provisions (AS 34.03.070) apply only to residential tenancies. Commercial security deposits are governed by the Lease terms and common law. The Lease controls the handling, application, and return of the security deposit.

ARTICLE 9. RENT AND FINANCIAL ADJUSTMENTS

9.1 Proration. All charges prorated as of the Effective Date (30-day month).

9.2 Rent Commencement. Assignee's direct obligation begins [__/__/____].

9.3 Operating Expense Reconciliation. Allocated by occupancy periods.

9.4 Percentage Rent. If applicable, prorated by sales periods.

9.5 Prepaid Rent. ☐ Applied to Assignee ☐ Refunded to Assignor.

ARTICLE 10. INSURANCE

10.1 Assignee's Insurance. Per the Lease:

(a) Commercial general liability: $[________________________________] / $[________________________________];
(b) Property insurance at replacement cost;
(c) Workers' compensation per Alaska law (AS 23.30);
(d) Business income coverage for [____] months;
(e) Earthquake coverage (Alaska is a high seismic risk state — specify requirements): ☐ Required ☐ Not required;
(f) Other per the Lease.

10.2 Additional Insured. Landlord, managing agent, mortgagee named.

10.3 Certificates. Delivered [____] days before the Effective Date.

10.4 Assignor's Tail Coverage. Claims-made tail for [____] years.

ARTICLE 11. GUARANTY

11.1 ☐ No Existing Guaranty ☐ Continues (Exhibit C) ☐ Released ☐ Released conditionally: [________________].

11.2 ☐ No New Guaranty ☐ Required from [________________________________] (Exhibit D): ☐ All obligations ☐ Payment only ($[________________________________]) ☐ First [____] months.

ARTICLE 12. INDEMNIFICATION

12.1 Assignor indemnifies Landlord: (a) breach of representations; (b) Pre-Assignment obligations; (c) pre-Effective Date acts; (d) failure to perform.

12.2 Assignee indemnifies Landlord: (a) breach of representations; (b) Post-Assignment obligations; (c) post-Effective Date acts; (d) failures under Lease.

12.3 Assignee indemnifies Assignor: (a) Post-Assignment obligations; (b) post-Effective Date acts; (c) Landlord claims based on Assignee default.

12.4 Survival. [____] years.

ARTICLE 13. CONDITIONS PRECEDENT

13.1 Conditions by [__/__/____]:

(a) Landlord approval;
(b) Assignee financial statements for [____] years;
(c) Insurance certificates;
(d) Security deposit;
(e) Guaranty (if required);
(f) Assignment fee and costs;
(g) No default;
(h) All permits, including Alaska business license (AS 43.70), local borough/municipal business licenses, and use permits; and
(i) Other: [________________________________].

13.2 Any Party may terminate if conditions not satisfied.

ARTICLE 14. ALASKA-SPECIFIC PROVISIONS

14.1 Transfer Taxes. Alaska does not impose a state-level transfer tax, documentary stamp tax, or real estate excise tax on the conveyance or assignment of real property or leasehold interests. However:

(a) Local borough or municipality recording fees may apply;
(b) The Alaska recording district fee for recording instruments is set by regulation; and
(c) No separate transfer tax return is required for this Assignment.

14.2 Recording. Select one:

☐ This Agreement (or memorandum) shall be recorded with the [________________________________] Recording District.
☐ A memorandum of assignment shall be recorded.
☐ Not recorded.

Alaska has recording districts rather than county-based recording (AS 40.17.010 et seq.). The applicable district is: [________________________________].

14.3 Borough/Municipality Requirements. The Premises are located in:

☐ An organized borough: [________________________________]
☐ An unorganized borough (state-regulated area)
☐ A municipality: [________________________________]

Assignee shall comply with all applicable borough or municipal zoning, permitting, and land use requirements. Alaska's unique borough system means requirements vary significantly between organized boroughs, municipalities, and unorganized areas.

14.4 Alaska Environmental Considerations. Assignee acknowledges:

(a) The Alaska Department of Environmental Conservation (DEC) administers environmental programs including contaminated sites, air quality, and water quality;

(b) The Premises may be located near or within areas subject to Alaska-specific environmental regulations, including those relating to petroleum storage tanks (AS 46.03.365), hazardous substance releases (AS 46.03.822), and contaminated sites cleanup (18 AAC 75);

(c) If the Premises are in a coastal zone, the Alaska Coastal Management Program requirements may apply; and

(d) Assignee shall conduct its operations in compliance with all DEC regulations.

14.5 Alaska Native Lands. If the Premises are located on or adjacent to Alaska Native allotment land, Alaska Native Claims Settlement Act (ANCSA) corporate land, or other restricted land, special considerations may apply, including restrictions on transfer, Bureau of Indian Affairs (BIA) involvement, and consultation with the applicable Native corporation or village. The Parties represent:

☐ The Premises are not on Alaska Native or restricted land.
☐ The Premises involve Alaska Native land considerations — consult specialized counsel.

14.6 Seasonal and Climate Considerations. Given Alaska's unique climate and seasonal conditions:

(a) Assignee acknowledges that the Premises may be subject to extreme weather conditions, including extended darkness, extreme cold, and heavy snow loads;

(b) Assignee assumes responsibility for all seasonal maintenance obligations under the Lease, including snow removal, ice management, and freeze protection of building systems; and

(c) If the Premises are accessible only seasonally (e.g., remote locations without year-round road access), Assignee acknowledges and accepts such access limitations.

ARTICLE 15. BANKRUPTCY CONSIDERATIONS

15.1 Standard representations — not insolvent, no pending proceedings, good faith.
15.2 11 U.S.C. Section 365 rights acknowledged.
15.3 Anti-assignment provisions overridable under Section 365(f).

ARTICLE 16. NOTICES

Written notices delivered by personal delivery, overnight courier (one Business Day), certified mail (three Business Days), or confirmed email with follow-up.

To Assignor: [________________________________]
To Assignee: [________________________________]
To Landlord: [________________________________]

ARTICLE 17. GENERAL PROVISIONS

17.1 Binding Effect. 17.2 Entire Agreement. 17.3 Amendments — all three Parties. 17.4 Severability. 17.5 Governing Law — Alaska. 17.6 Venue — [________________________________] Judicial District, Alaska. 17.7 Waiver — written only. 17.8 Counterparts. 17.9 Electronic Signatures — valid under AS 09.80 (UETA). 17.10 Attorneys' Fees — prevailing Party. 17.11 Time of the Essence. 17.12 Interpretation — jointly drafted. 17.13 Survival. 17.14 Brokers — [________________________________]; mutual indemnification. 17.15 Confidentiality. 17.16 Further Assurances.

ARTICLE 18. EXECUTION

ASSIGNOR:

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

ASSIGNEE:

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

LANDLORD CONSENT:

[________________________________]
Landlord consents on the terms herein. Consent limited to this Assignment.

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

NOTARIZATION (If Required for Recording)

State of Alaska
[________________________________] Judicial District

On [__/__/____], before me, [________________________________], a Notary Public for the State of Alaska, personally appeared [________________________________], known to me (or proved to me) to be the person whose name is subscribed and acknowledged execution.

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

(Repeat for each Party)

EXHIBITS

Exhibit A — Copy of Lease
Exhibit B — Ancillary Agreements
Exhibit C — Existing Guarantor's Consent
Exhibit D — Form of New Guaranty
Exhibit E — Assignee's Financial Statements

SOURCES AND REFERENCES

• AS 34.03 (URLTA — residential only; excluded for commercial)
• AS 40.17.010 et seq. (Recording of Instruments)
• AS 43.70 (Business Licensing)
• AS 46.03-46.04 (Environmental Conservation)
• AS 09.80 (Uniform Electronic Transactions Act)
• 11 U.S.C. Section 365 (Bankruptcy)

This template is for informational purposes only. Alaska commercial lease assignments must be reviewed by an Alaska-licensed attorney before execution.