Delaware Commercial Lease Assignment, Assumption, and Landlord Consent

DELAWARE COMMERCIAL LEASE ASSIGNMENT, ASSUMPTION, AND LANDLORD CONSENT

1. Delaware Writing and Consent Gate

Under 6 Del. C. § 2714(a), no action may be brought on a contract or sale of lands, tenements, hereditaments, or an interest in or concerning them, or on an agreement not performable within one year, unless the contract is reduced to writing or a memorandum is signed by the party charged or a person lawfully authorized in writing. The Original Lease must be read for its particular consent standard; this template does not assume that consent may be withheld freely or only reasonably.

• ☐ Land-interest scope, remaining term, and written signing authority reviewed under § 2714
• ☐ Exact lease consent standard and permitted financial review identified
• ☐ Assignment, sublease, change of control, and recapture provisions separated
• ☐ Recording, tax, licensing, and local-law consequences reviewed by Delaware counsel

2. Transaction Classification

Select one only after reviewing the Original Lease:

• ☐ Assignment of entire remaining term: Assignor transfers its whole tenant interest to Assignee.
• ☐ Assignment plus express Assignor release: Landlord releases only the obligations selected in Section 9.
• ☐ Novation: Landlord accepts Assignee in substitution for Assignor under the express full-release option.
• ☐ Not an assignment—stop: retained reversion, partial premises, occupancy license, asset-only sale, or other structure requires a different document.

3. Parties and Effective Date

• Agreement date: [__/__/____]
• Assignment effective date: [__/__/____]
• Possession/key-transfer date: [__/__/____]
• Effective only after all conditions in Section 8 are satisfied: ☐ Yes

4. Assignment—Not Sublease

As of the Effective Date, Assignor assigns to Assignee all of Assignor's right, title, and interest as tenant under the Original Lease, including only the listed options, allowances, claims, and ancillary rights:

[____________________________________________________________]

Excluded rights or assets: [_____________________________________________________]

Assignor retains no reversionary leasehold interest. If Assignor will retain any right to repossess the Premises before the Original Lease ends, stop and use a sublease or other correctly classified instrument.

5. Assignee's Express Assumption

Assignee accepts the Assignment and expressly assumes and agrees to perform:

• all tenant obligations arising on or after the Effective Date;
• the following identified obligations arising before the Effective Date: [________________];
• every use, insurance, repair, maintenance, compliance, indemnity, restoration, surrender, and notice obligation in the Original Lease; and
• the following renewal, expansion, purchase, signage, parking, storage, or other option conditions: [________________].

Assignee acknowledges receipt and review of the complete Original Lease and attachments.

6. Landlord Consent

Landlord consents only to the specific Assignment described here, effective when Section 8 is satisfied.

• Consent does not waive consent to a future assignment, sublease, change of control, license, or occupancy transfer.
• Consent does not amend rent, term, use, insurance, maintenance, surrender, or other lease terms except as expressly stated in Section 7.
• Acceptance of money or keys before the Effective Date does not by itself make the Assignment effective.
• Landlord's review of Assignee does not guarantee Assignee's performance.

Consent conditions or reasons supporting the decision: [____________________________]

7. Lease Amendments Made with the Assignment

No amendment: ☐ The Original Lease remains unchanged except for the tenant identity and express provisions of this Agreement.

Amendments, if any:

Do not bury a rent increase, term extension, expanded guaranty, waiver, or new option inside an undefined “consent.”

8. Conditions Precedent

The Assignment becomes effective only after Landlord confirms receipt of every checked item:

• ☐ signed Agreement from all required parties
• ☐ no uncured default, or written default resolution attached
• ☐ assignment/consent fee of $[________]
• ☐ current rent and additional rent through [__/__/____]
• ☐ Assignee financial and ownership information
• ☐ insurance certificates and endorsements
• ☐ security-deposit or letter-of-credit replacement
• ☐ existing guarantor consent or new guaranty
• ☐ licenses, permits, entity qualification, and use approval
• ☐ lender, ground lessor, franchise, agency, or other third-party consent
• ☐ tax, filing, recording, or transfer documents
• ☐ possession condition report and key/access inventory
• ☐ other: [________________________________]

Unsatisfied conditions waived in a signed writing by Landlord: [________________________]

9. Assignor Liability and Release

Select exactly one:

• ☐ No release. Assignor remains liable under the Original Lease despite the Assignment and Assignee's assumption.
• ☐ Prospective limited release. Landlord releases Assignor only from obligations first arising after [__/__/____], excluding accrued obligations, existing defaults, reconciliation items, restoration tied to pre-Effective-Date work, fraud, and the listed retained liabilities: [________________].
• ☐ Full express novation/release. Landlord releases Assignor from tenant obligations except: [________________]. The parties intend Assignee to replace Assignor to that stated extent.
• ☐ Custom release: [____________________________________________________________]

Landlord consent alone is not drafted here as a release. Any release must be selected and signed by Landlord.

10. Allocation of Money, Deposit, and Property

If the existing deposit remains with Landlord, Assignee receives the lease credit and pays Assignor $[________] / no reimbursement / other: [________________]. Landlord does not hold two deposits unless expressly stated.

11. Guarantor Treatment

For each existing guarantor, select and obtain the required signature:

• ☐ guaranty remains unchanged through the Assignment and amendments
• ☐ guarantor consents only; liability is not expanded
• ☐ guaranty is amended as stated in the attached signed instrument
• ☐ guarantor is expressly released as of [__/__/____]
• ☐ counsel determined no guarantor signature is required—basis: [________________]

New guaranty or replacement credit support: [________________________________]

Do not assume that an existing guaranty automatically covers a new tenant, material amendment, longer term, or higher liability.

12. Pre- and Post-Effective-Date Responsibility

Assignor is responsible for obligations allocated to the pre-Effective-Date period; Assignee is responsible for obligations allocated to the post-Effective-Date period, subject to Section 9 and the Original Lease.

• Open claims/notices/violations: [________________________________]
• Existing alterations and restoration duties: [________________________________]
• Environmental or hazardous-material matters: [________________________________]
• Audit/reconciliation periods crossing the Effective Date: [________________________________]
• Survival/indemnity allocation approved by counsel: ☐ Yes

This allocation binds the parties among themselves and does not reduce Landlord's rights unless Landlord expressly agrees.

13. Representations and Estoppel Record

Each signing party represents that it has authority to sign. Complete the factual record:

• Original Lease is complete and attached: ☐ Yes
• Current base rent/additional rent: [________________________________]
• Deposit/security held: [________________________________]
• Known defaults by Landlord: [________________________________]
• Known defaults by Tenant: [________________________________]
• Pending notices, claims, offsets, concessions, or disputes: [________________]
• Options exercised or outstanding: [________________________________]
• Brokerage/assignment fee claims: [________________________________]
• Assignee legal name and good-standing evidence checked: ☐ Yes

No party relies on an unstated representation about profitability, suitability, licenses, tax, or legal effect.

14. Possession, Condition, and Operations

• Possession delivered: [__/__/____] at [____]
• Condition report attached: ☐ Yes
• Repair/punch-list responsibility: [________________________________]
• Utilities and service contracts transferred: [________________________________]
• Signage/parking/access updated: [________________________________]
• Permitted use after Assignment: [________________________________]
• Required certificates/licenses available by Effective Date: ☐ Yes

15. Bankruptcy and Court-Order Gate

If a party is in bankruptcy, receivership, dissolution, foreclosure, or another proceeding affecting the Lease, stop. Obtain current court-order and bankruptcy-counsel review before using this consensual form. Nothing here overrides a court order or applicable insolvency law.

16. Notices and Miscellaneous Terms

Notices under this Agreement use the Original Lease's notice method and the addresses in Section 3, except: [________________].

• Governing law/venue: as stated in the Original Lease, subject to nonwaivable law.
• Entire agreement: this Agreement, Original Lease, and listed attachments.
• Conflict: this Agreement controls only for its express assignment, assumption, consent, release, and amendments.
• Counterparts/e-signatures: permitted only after state-law, lease, lender, and recording review.
• Further assurances: parties will sign reasonable documents needed to implement the approved transaction.
• Severability/no waiver: invalid terms are severed to the lawful extent; no unrelated default or right is waived.
• Recording: ☐ prohibited ☐ memorandum only ☐ permitted after counsel/tax review.

17. Signatures

Assignor

Assignee

Landlord / Authorized Agent

Existing Guarantor, if required

Attachments

• Exhibit A — Original Lease and every amendment
• Exhibit B — Condition report and key/access inventory
• Exhibit C — Assignee financial/ownership materials
• Exhibit D — Existing guarantor consent/amendment/release
• Exhibit E — New guaranty or replacement security
• Exhibit F — Third-party consents, licenses, tax, filing, or recording documents
• Exhibit G — Bill of sale or asset-transfer documents, if separate

Sources and References

• 6 Del. C. § 2714: https://delcode.delaware.gov/title6/c027/sc02/index.html

Have a lawyer licensed in Delaware review the completed Agreement, Original Lease, guaranties, release selection, tax/recording analysis, and attachments before execution.