Lease Assignment, Assumption, and Landlord Consent - California

LEASE ASSIGNMENT, ASSUMPTION OF LEASE, AND LANDLORD CONSENT

(California 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: [________________________________]
California Entity Number (if applicable): [________________________________]
Principal Address: [________________________________]
City: [________________________________] State: CA ZIP: [__________]
Telephone: [________________________________]
Email: [________________________________]

ASSIGNEE (New Tenant):
Name: [________________________________]
Entity Type: ☐ Individual ☐ Corporation ☐ LLC ☐ Partnership ☐ Other: [________________]
State of Organization: [________________________________]
California Entity Number (if applicable): [________________________________]
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: [________________________________] County: [________________________________] State: California ZIP: [__________]
Approximate Square Footage: [________________________________]
APN (Assessor's Parcel Number): [________________________________]
Legal Description: 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, subject to the following 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 obligations of the tenant under the Lease from and after the Effective Date;

WHEREAS, Section [____] of the Lease requires Landlord's prior written consent to any assignment, and such consent provision is governed by California Civil Code Sections 1995.010 through 1995.340;

WHEREAS, the consent standard applicable to this Assignment under the Lease and California law is:

☐ The Lease expressly provides that Landlord's consent may not be unreasonably withheld (Cal. Civ. Code Section 1995.250);
☐ The Lease restricts transfer but provides no standard for consent, and therefore an implied standard of reasonableness applies pursuant to Cal. Civ. Code Section 1995.260;
☐ The Lease expressly provides that Landlord may withhold consent in Landlord's sole and absolute discretion (Cal. Civ. Code Section 1995.230);
☐ The Lease does not restrict assignment;

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 herein, and for other good and valuable consideration, the receipt and sufficiency of which are 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. The Parties acknowledge that this is an "assignment" and not a "sublease" as those terms are understood under California law, because this transfer conveys the entire remaining Lease term without retention of a reversionary interest by Assignor.

1.2 "Assignment Consideration" means the total consideration paid or to be paid by Assignee to Assignor in connection with this Assignment, including cash, assumption of obligations, and fair market value of non-cash consideration, stipulated to be $[________________________________]. This amount is disclosed pursuant to the Assignment Consideration sharing provisions of Section 5.4.

1.3 "Business Day" means any day other than a Saturday, Sunday, or California state holiday.

1.4 "Effective Date" means the date set forth in the preamble, or such later date specified in Section 13.1.

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

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

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

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

1.9 "Pre-Assignment Period" means the period from lease commencement through the day immediately preceding the Effective Date.

1.10 "Post-Assignment Period" means the period from and after the Effective Date through lease expiration or earlier termination.

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

1.12 "Transfer" has the meaning set forth in Cal. Civ. Code Section 1995.020 and includes any assignment, sublease, or other transfer of the tenant's interest in the Lease.

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 remaining unexercised as of the Effective Date;

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

2.2 Excluded Assets. The following items are excluded from this Assignment: [________________________________].

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 all keys, access cards, security codes, and other means of access to the Premises.

ARTICLE 3. ASSUMPTION OF LEASE OBLIGATIONS

3.1 Assumption. Assignee hereby accepts the Assignment and assumes and agrees to perform all terms, covenants, conditions, and obligations of the tenant under the Lease arising from and after the Effective Date, including:

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

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

(c) Maintenance and repair obligations of the tenant;

(d) Compliance with all insurance requirements;

(e) Compliance with all applicable federal, state, and local laws, including California Environmental Quality Act (CEQA) requirements, California Building Code requirements, and ADA obligations; and

(f) Performance of all surrender obligations at lease expiration or earlier termination.

3.2 Acknowledgment of Lease Terms. Assignee acknowledges that it has received, reviewed, and is familiar with all terms of the Lease and all amendments. Assignee accepts the Premises in "as-is" condition.

3.3 No Modification of Lease. Except as expressly set forth herein, this Assignment does not modify the Lease. All terms remain in full force and effect.

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 all tenant obligations under the Lease for the remainder of the Lease term (including renewals exercised by Assignee). Under California common law, Assignor remains in privity of contract with Landlord, and this Assignment alone does not extinguish Assignor's contractual obligations absent an express release or novation. Assignor's liability shall not extend to obligations arising from any expansion of the Premises or increase in rent beyond the amounts scheduled in the Lease as of the Effective Date.

☐ Option B — Assignor Released (Novation). Landlord hereby fully and unconditionally releases Assignor from all obligations and liabilities under the Lease arising from and after the Effective Date. The Parties intend this release to constitute a novation under California law, substituting Assignee for Assignor as the tenant under the Lease. This release is conditioned upon: [________________________________].

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

4.2 Notice to Assignor. If Assignor remains liable, Landlord shall provide Assignor with prompt written notice of any default by Assignee, together with copies of default notices. Failure to provide notice shall not discharge Assignor's liability but shall extend Assignor's cure period by the period of delay.

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 within [____] days after receipt of Landlord's notice.

4.4 Subrogation. If Assignor cures any default of Assignee, Assignor shall be subrogated to Landlord's rights against Assignee for amounts paid or obligations performed.

ARTICLE 5. LANDLORD'S CONSENT

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

5.2 California Statutory Framework — Consent Standards. The Parties acknowledge the following California Civil Code provisions governing this consent:

(a) Section 1995.210: A restriction on transfer may provide that the landlord's consent is required, with or without express standards or conditions for giving or withholding consent.

(b) Section 1995.230: If the Lease contains an express restriction that the landlord may withhold consent in the landlord's sole discretion (or words to that effect), such restriction is enforceable and the landlord is not required to act reasonably.

(c) Section 1995.250: If the Lease contains an express standard requiring that the landlord's consent shall not be unreasonably withheld, the landlord's consent must be evaluated under that standard.

(d) Section 1995.260: If the Lease requires consent but provides no standard for giving or withholding consent, an implied standard of reasonableness applies. The tenant bears the burden of proving that the landlord's withholding of consent is unreasonable, which may be satisfied by showing that the landlord has failed to state in writing a reasonable objection to the transfer.

(e) Section 1995.270: The implied reasonableness standard of Section 1995.260 applies only to restrictions on transfer executed on or after September 23, 1983.

5.3 Limitations on Consent (Cal. Civ. Code Section 1995.340). Pursuant to Cal. Civ. Code Section 1995.340:

(a) Landlord's consent to this Assignment shall not be deemed a consent to any subsequent transfer by Assignee, and all consent requirements in the Lease shall apply to any subsequent transfer;

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

(c) The foregoing limitations shall not apply if the Lease expressly provides that the restriction on transfer is limited to the original tenant, or if Landlord states expressly in writing that this consent applies to a subsequent transfer; and

(d) Landlord's consent shall not release any guarantor unless expressly stated herein.

5.4 Assignment Consideration Sharing / Bonus Rent. Select one:

☐ Not Applicable. The Lease does not contain a provision requiring the tenant to share assignment consideration or bonus rent with Landlord.

☐ Sharing Required. Pursuant to Section [____] of the Lease, Assignor shall pay to Landlord [____]% of the net Assignment Consideration (after deducting Assignor's reasonable costs of the Assignment, including brokerage commissions, legal fees, improvement costs, and free rent or concessions granted to Assignee) within [____] days after receipt of such consideration.

☐ Profit Participation. Landlord is entitled to [____]% of the excess of the Assignment Consideration over the present value of the remaining rent obligations under the Lease, calculated as follows: [________________________________].

5.5 Landlord's Recapture Right. Select one:

☐ Landlord has waived its recapture right under Section [____] of the Lease for this Assignment only.
☐ Landlord has elected not to exercise its recapture right. This waiver applies only to this Assignment.
☐ Not applicable — no recapture provision exists in the Lease.

5.6 Assignment Fee and Landlord's Costs. Assignor shall pay:

(a) An assignment processing fee of $[________________________________]; and

(b) Landlord's reasonable out-of-pocket costs, including attorneys' fees, not to exceed $[________________________________], within [____] days of Landlord's demand with 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 except as stated in the Recitals.

6.2 Assignor is not in default under the Lease, and no event has occurred that with passage of time or notice would constitute a default.

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

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

6.5 There are no pending or threatened claims, actions, or proceedings relating to the Lease or Premises.

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

6.7 Assignor has full power and authority to execute and perform this Agreement.

6.8 The Assignment Consideration in Section 1.2 represents the total consideration received or to be received by Assignor.

6.9 No broker is entitled to a commission except: [________________________________].

6.10 Assignor is not aware of any environmental conditions at the Premises that would violate applicable environmental laws, including but not limited to the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), California Health and Safety Code Sections 25300-25395.45, or California's Proposition 65 requirements.

6.11 Assignor has disclosed all known material facts about the physical condition of the Premises to Assignee, consistent with California law regarding commercial real estate transactions.

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). A copy is attached as Exhibit A.

7.2 Assignee has inspected the Premises and accepts them "as-is, where-is" without representation or warranty by Assignor or Landlord as to condition, suitability, or fitness for Assignee's intended use.

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

7.4 Assignee intends to use the Premises for the Permitted Use only.

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

7.6 Assignee has full power and authority to execute and perform this Agreement.

7.7 Execution and performance of this Agreement does not violate any agreement, order, or decree binding on Assignee.

7.8 Assignee's financial statements delivered to Landlord are true, complete, and accurate in all material respects.

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

7.10 If Assignee is a foreign entity (organized outside California), Assignee has registered with the California Secretary of State and obtained all necessary authorizations to conduct business in California.

ARTICLE 8. SECURITY DEPOSIT

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

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

☐ Return to Assignor. The Existing Security Deposit shall be returned to Assignor upon Landlord's receipt of a replacement deposit from Assignee per Section 8.2.

☐ Other: [________________________________].

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

☐ Cash or certified funds
☐ Irrevocable standby letter of credit from [________________________________]
☐ Other: [________________________________]

8.3 Total Security Deposit. The total security deposit following the Effective Date shall be $[________________________________], held and applied per the Lease and Cal. Civ. Code Section 1950.7 (commercial security deposits).

8.4 California Security Deposit Rules (Commercial). The Parties acknowledge that under Cal. Civ. Code Section 1950.7, for non-residential leases, the landlord may claim from the security deposit only those amounts reasonably necessary to remedy tenant defaults in rent, repair damages caused by the tenant (beyond ordinary wear and tear), and clean the premises upon termination. The landlord must return the unused portion within 30 days after termination of the tenancy.

ARTICLE 9. RENT AND FINANCIAL ADJUSTMENTS

9.1 Rent Proration. All base rent, additional rent, and recurring charges shall be prorated as of the Effective Date based on a 30-day month. Assignor is responsible for Pre-Assignment Period charges; Assignee is responsible for Post-Assignment Period charges.

9.2 Rent Commencement. Assignee's direct rent obligation to Landlord begins on [__/__/____].

9.3 Operating Expense Reconciliation. Operating expense, tax, and insurance reconciliations for the year in which the Effective Date occurs shall be allocated between Assignor and Assignee based on respective occupancy periods.

9.4 Percentage Rent. If the Lease requires percentage rent:

(a) Assignor is responsible for percentage rent on Pre-Assignment Period sales;
(b) Assignee is responsible for percentage rent on Post-Assignment Period sales;
(c) The breakpoint shall be prorated for the partial period; and
(d) Each Party shall provide sales records reasonably necessary for calculation.

9.5 Prepaid Rent. Prepaid rent or credits as of the Effective Date shall be:

☐ Applied to Assignee's account.
☐ Refunded to Assignor; Assignee shall make a fresh prepayment of $[________________________________].

ARTICLE 10. INSURANCE

10.1 Assignee's Insurance. Assignee shall maintain all insurance required under the Lease throughout the Post-Assignment Period, including:

(a) Commercial general liability: $[________________________________] per occurrence / $[________________________________] aggregate;
(b) Property insurance at full replacement cost;
(c) Workers' compensation as required by California law;
(d) Business income coverage for [____] months of rent and expenses;
(e) Earthquake coverage if required by the Lease: ☐ Yes ☐ No; and
(f) Other insurance required under the Lease.

10.2 Additional Insured. All liability policies shall name Landlord, Landlord's managing agent, and Landlord's mortgagee as additional insureds.

10.3 Certificates. Assignee shall deliver certificates of insurance to Landlord no later than [____] days before the Effective Date.

10.4 Assignor's Tail Coverage. Assignor shall maintain or purchase tail coverage under claims-made policies for [____] years following the Effective Date for Pre-Assignment Period occurrences.

ARTICLE 11. GUARANTY

11.1 Existing Guaranty. Select one:

☐ No Existing Guaranty.
☐ Existing Guaranty Continues. The Existing Guaranty by [________________________________] remains in force. Consent is attached as Exhibit C.
☐ Existing Guaranty Released. The Existing Guaranty by [________________________________] is released as of the Effective Date.
☐ Existing Guaranty Released Conditionally. Release upon: [________________________________].

11.2 New Guaranty. Select one:

☐ No New Guaranty Required.
☐ New Guaranty Required. [________________________________] shall execute a guaranty in the form of Exhibit D guaranteeing:
☐ All tenant obligations.
☐ Payment only, up to $[________________________________].
☐ Obligations for the first [____] months only ("burn-off" guaranty).

ARTICLE 12. INDEMNIFICATION

12.1 Assignor's Indemnification of Landlord. Assignor shall indemnify, defend, and hold harmless Landlord from claims arising from: (a) breach of Assignor's representations or warranties; (b) Pre-Assignment Period obligations; (c) Assignor's acts or omissions prior to the Effective Date; and (d) Assignor's failure to perform under this Agreement.

12.2 Assignee's Indemnification of Landlord. Assignee shall indemnify, defend, and hold harmless Landlord from claims arising from: (a) breach of Assignee's representations or warranties; (b) Post-Assignment Period obligations; (c) Assignee's acts or omissions from and after the Effective Date; and (d) Assignee's failure to perform under this Agreement or the Lease.

12.3 Assignee's Indemnification of Assignor. Assignee shall indemnify, defend, and hold harmless Assignor from claims arising from: (a) Post-Assignment Period obligations; (b) Assignee's acts or omissions from and after the Effective Date; and (c) any claim by Landlord against Assignor based on Assignee's default.

12.4 California Indemnity Rules. The Parties acknowledge that under Cal. Civ. Code Section 2782, indemnity provisions in construction contracts are subject to specific limitations. To the extent any construction or improvement work is contemplated under the Lease, the indemnity provisions of this Agreement shall be construed in compliance with Cal. Civ. Code Sections 2782-2782.6.

12.5 Survival. Indemnification obligations survive the expiration or termination of the Lease for [____] years.

ARTICLE 13. CONDITIONS PRECEDENT

13.1 The Parties' obligations are conditioned upon satisfaction or waiver of the following by [__/__/____] (the "Conditions Deadline"):

(a) Landlord approval and execution of this Agreement;
(b) Delivery and approval of Assignee's financial statements for [____] fiscal years;
(c) Delivery of certificates of insurance;
(d) Delivery of any required security deposit;
(e) Execution and delivery of New Guaranty (if required);
(f) Payment of assignment fee and Landlord's costs;
(g) No default existing under the Lease;
(h) Assignee obtaining all governmental permits and licenses for its intended use, including any California-specific permits (e.g., California ABC license if applicable, CalOSHA compliance, local business license);
(i) Compliance with California Environmental Quality Act (CEQA) requirements, if applicable; and
(j) Other: [________________________________].

13.2 Failure of Conditions. If any condition is not satisfied by the Conditions Deadline, any Party may terminate this Agreement by written notice, and the Agreement shall be null and void.

ARTICLE 14. CALIFORNIA-SPECIFIC PROVISIONS

14.1 Documentary Transfer Tax. California does not generally impose a documentary transfer tax on the assignment of a leasehold interest (as distinct from the transfer of fee title to real property). However, local ordinances may vary, and the Parties shall:

(a) Determine whether the county or city in which the Premises are located imposes any transfer tax or fee on lease assignments;

(b) If applicable, the estimated transfer tax is $[________________________________], and shall be paid by: ☐ Assignor ☐ Assignee ☐ Shared equally; and

(c) Any required transfer tax affidavit or declaration shall be completed and filed by the responsible Party.

14.2 Recording. Select one:

☐ This Agreement (or a memorandum thereof) shall be recorded in the Official Records of [________________________________] County, California.
☐ A memorandum of assignment shall be prepared and recorded. If a memorandum of lease was previously recorded with respect to the Lease, the memorandum of assignment shall reference the recording information of the original memorandum.
☐ This Agreement shall not be recorded. The Parties acknowledge that an unrecorded assignment may not provide constructive notice to subsequent purchasers or encumbrancers.

14.3 Proposition 13 Reassessment. The Parties acknowledge that assignment of a leasehold interest generally does not trigger a Proposition 13 (Cal. Const. Art. XIIIA) reassessment of the underlying real property. However, if the assignment is part of a broader transaction that constitutes a "change of ownership" under Cal. Revenue & Taxation Code Sections 60-69.5, reassessment may occur. Landlord makes no representation regarding the tax consequences of this Assignment.

14.4 Compliance with California Law. Assignee shall comply with all California-specific legal requirements applicable to Assignee's occupancy and use of the Premises, including without limitation:

(a) California Building Standards Code (Title 24, Cal. Code of Regs.);
(b) California Accessibility Standards (Cal. Civ. Code Section 55.53; ADA compliance);
(c) Certified Access Specialist (CASp) Inspection — the following disclosure is made pursuant to Cal. Civ. Code Section 1938:

CASp INSPECTION DISCLOSURE: A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises.

☐ The Premises have been inspected by a CASp, and the report is available upon request.
☐ The Premises have not been inspected by a CASp.

(d) California Fire Code and local fire department requirements;
(e) California Environmental Protection requirements, including CalEPA, DTSC, and Regional Water Quality Control Board regulations;
(f) Proposition 65 (Safe Drinking Water and Toxic Enforcement Act) posting requirements; and
(g) Local zoning and land use regulations.

14.5 Waiver of Jury Trial. Each Party waives, to the fullest extent permitted by California law, any right to trial by jury in any action arising out of this Agreement. The Parties acknowledge that this waiver is knowing and voluntary.

14.6 California Civil Code Section 1542 Waiver (If Release Elected). If Assignor is released under Section 4.1 Option B or C, the releasing Party acknowledges that it has read and understands Cal. Civ. Code Section 1542, which provides:

"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."

The releasing Party waives the benefits of Section 1542 and any similar federal or state law with respect to claims related to the Lease.

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 proceeding; (b) it is not insolvent; and (c) this Agreement is entered into in good faith for reasonably equivalent value.

15.2 Bankruptcy Assignment Rights. Under 11 U.S.C. Section 365, a bankruptcy trustee may assume, reject, or assign the Lease, subject to cure of defaults, adequate assurance of future performance, and (for shopping center leases) the requirements of Section 365(b)(3).

15.3 Anti-Assignment Override. Anti-assignment provisions may be unenforceable in bankruptcy under 11 U.S.C. Section 365(f).

ARTICLE 16. NOTICES

16.1 All notices shall be in writing and deemed given upon: (a) personal delivery; (b) one (1) Business Day after overnight courier deposit; (c) three (3) Business Days after certified mail deposit; or (d) confirmed email transmission (with hard copy follow-up within two (2) Business Days).

16.2 Notices shall be addressed to the Parties at the addresses set forth above, or to such other address as a Party may designate by written notice.

To Assignor: [________________________________]
To Assignee: [________________________________]
To Landlord: [________________________________]
To Landlord's Counsel: [________________________________]

ARTICLE 17. GENERAL PROVISIONS

17.1 Binding Effect. This Agreement binds and benefits the Parties and their successors, assigns, heirs, and legal representatives.

17.2 Entire Agreement. This Agreement, together with the Lease and exhibits, constitutes the entire agreement among the Parties regarding its subject matter.

17.3 Amendments. This Agreement may be amended only by written instrument signed by all three Parties.

17.4 Severability. If any provision is held invalid, the remaining provisions continue in effect.

17.5 Governing Law. This Agreement is governed by the laws of the State of California.

17.6 Venue. Actions shall be brought in the Superior Court of [________________________________] County, California, or in the United States District Court for the [________________________________] District of California.

17.7 Waiver. No waiver is effective unless written and signed by the Party against whom enforcement is sought.

17.8 Counterparts. This Agreement may be executed in counterparts, each deemed an original.

17.9 Electronic Signatures. Electronic signatures shall be valid and enforceable under the Uniform Electronic Transactions Act (Cal. Civ. Code Sections 1633.1-1633.17).

17.10 Attorneys' Fees. The prevailing Party in any enforcement action shall recover reasonable attorneys' fees and costs, consistent with Cal. Civ. Code Section 1717 (if applicable) and Cal. Code Civ. Proc. Section 1032.

17.11 Time of the Essence. Time is of the essence for all dates and deadlines.

17.12 Interpretation. This Agreement has been jointly negotiated and shall not be construed against any Party as drafter.

17.13 Survival. Representations, warranties, and indemnification obligations survive execution and consummation of the Assignment.

17.14 Brokers. Each Party represents it has not engaged any broker except: [________________________________]. Each Party indemnifies the others against broker claims arising through such Party.

17.15 Confidentiality. The terms of this Agreement shall be treated as confidential and not disclosed except to attorneys, accountants, lenders, and advisors, or as required by law.

17.16 Further Assurances. Each Party shall execute additional documents reasonably necessary to carry out 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 herein. This consent is limited to this specific Assignment and does not waive any Lease provision requiring consent to future transfers, consistent with Cal. Civ. Code Section 1995.340.

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

NOTARIZATION (If Required or Elected)

State of California
County of [________________________________]

On [__/__/____], before me, [________________________________], a Notary Public, personally appeared [________________________________], who 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.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

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)
Exhibit G — CASp Inspection Report (if available)

SOURCES AND REFERENCES

• Cal. Civ. Code Sections 1995.010-1995.340 (Assignment and Sublease)
• Cal. Civ. Code Section 1950.7 (Commercial Security Deposits)
• Cal. Civ. Code Section 1938 (CASp Inspection Disclosure)
• Cal. Civ. Code Section 1542 (General Release)
• Cal. Civ. Code Section 2782 (Indemnity in Construction Contracts)
• Cal. Civ. Code Sections 1633.1-1633.17 (Uniform Electronic Transactions Act)
• Cal. Revenue & Taxation Code Sections 60-69.5 (Change of Ownership)
• 11 U.S.C. Section 365 (Bankruptcy — Executory Contracts and Unexpired Leases)

This template is provided for informational purposes only and does not constitute legal advice. California has a detailed statutory framework governing commercial lease assignments. This document must be reviewed and customized by a California-licensed real estate attorney before execution.