Lease Assignment, Assumption, and Landlord Consent - New York

LEASE ASSIGNMENT, ASSUMPTION OF LEASE, AND LANDLORD CONSENT

(New York 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: [____] ZIP: [__________]
County: [________________________________]
Telephone: [________________________________]
Email: [________________________________]

ASSIGNEE (New Tenant):
Name: [________________________________]
Entity Type: ☐ Individual ☐ Corporation ☐ LLC ☐ Partnership ☐ Other: [________________]
State of Organization: [________________________________]
Principal Address: [________________________________]
City: [________________________________] State: [____] ZIP: [__________]
County: [________________________________]
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: [________________________________]
Floor/Suite/Unit: [________________________________]
City: [________________________________] County: [________________________________] State: New York ZIP: [__________]
Building Name (if applicable): [________________________________]
Block: [________________________________] Lot: [________________________________] (NYC Tax Map)
Approximate Square Footage: [________________________________]

(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 is $[________________________________] per month, subject to the following adjustments: [________________________________];

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

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

WHEREAS, Landlord is willing to consent to the Assignment upon the terms herein;

WHEREAS, the Parties confirm the following regarding the regulatory status of the Premises:

☐ The Premises are used exclusively for commercial purposes and are not subject to N.Y. Real Prop. Law Section 226-b, the Rent Stabilization Law, the Rent Control Law, or the Loft Law.
☐ The Premises include space that may be subject to the Loft Law (Multiple Dwelling Law Article 7-C) — see Section 14.3.
☐ The Premises or building includes units subject to rent stabilization — see Section 14.4.
☐ Other regulatory status: [________________________________].

NOW, THEREFORE, in consideration of the mutual covenants herein and for other good and valuable consideration, the Parties agree as follows:

ARTICLE 1. DEFINITIONS

1.1 "Assignment" means the transfer by Assignor to Assignee of all right, title, and interest in 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, including cash, assumption of obligations, and non-cash consideration, stipulated to be $[________________________________].

1.3 "Business Day" means any day other than a Saturday, Sunday, or New York State legal holiday.

1.4 "Effective Date" means the date in the preamble, or such later date per 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 executed a guaranty dated [__/__/____] (the "Existing Guaranty"), or "None" if no guaranty exists.

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 lease commencement through the day before the Effective Date.

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

1.11 "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 right, title, and interest in the Lease, including:

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

(b) All options to renew, extend, or expand;

(c) All rights to tenant improvement allowances, rent abatements, or concessions remaining unexercised;

(d) All alterations, improvements, fixtures, and appurtenances not required to be removed under the Lease; and

(e) All ancillary agreements, including parking, storage, and signage rights (Exhibit B).

2.2 Excluded Assets. Excluded from this Assignment: [________________________________].

2.3 Delivery of Possession. Assignor shall deliver possession on the Effective Date in the condition required by the Lease, ordinary wear and tear excepted.

2.4 Keys and Access. Assignor shall deliver all keys, access cards, and security codes on the Effective Date.

ARTICLE 3. ASSUMPTION OF LEASE OBLIGATIONS

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

(a) Payment of base rent, additional rent, real estate tax escalations, operating expense pass-throughs, electricity charges, water and sewer charges, and all other sums;

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

(c) Maintenance and repair obligations;

(d) Insurance requirements;

(e) Compliance with all applicable federal, state, and local laws, including New York City Building Code, Fire Code, and Zoning Resolution requirements; and

(f) Surrender obligations at lease termination.

3.2 Acknowledgment. Assignee acknowledges receiving, reviewing, and understanding all Lease terms. Assignee accepts the Premises "as-is."

3.3 No Modification. This Assignment does not modify the Lease except as expressly stated herein.

ARTICLE 4. ASSIGNOR'S CONTINUING LIABILITY

4.1 Liability Election. Select one:

☐ Option A — Assignor Remains Liable. Assignor remains secondarily liable for all tenant obligations for the remainder of the Lease term (including renewals exercised by Assignee). Under New York common law, an assigning tenant remains liable on its privity of contract with Landlord unless expressly released by novation or release agreement. Assignor's liability shall not extend to obligations arising from post-assignment amendments expanding the Premises or increasing rent beyond scheduled amounts.

☐ Option B — Assignor Released (Novation). Landlord releases Assignor from all obligations arising after the Effective Date. The Parties intend this to constitute a novation under New York law. Conditions: [________________________________].

☐ Option C — Assignor Released After Transition Period. Assignor remains secondarily liable for [____] months. Upon expiration, provided no Assignee default exists, Landlord shall release Assignor in writing within [____] days of request.

4.2 Notice to Assignor. If Assignor remains liable, Landlord shall provide prompt written notice of any Assignee default with copies of default notices. Delay in notice extends Assignor's cure period by the period of delay.

4.3 Assignor's Right to Cure. If liable, Assignor may cure any Assignee default within [____] days of receiving Landlord's notice.

4.4 Subrogation. If Assignor cures an Assignee default, Assignor is subrogated to Landlord's rights against Assignee.

ARTICLE 5. LANDLORD'S CONSENT

5.1 Consent Granted. Subject to the terms herein, Landlord consents to the Assignment.

5.2 New York Commercial Lease Consent Standards. The Parties acknowledge:

(a) Default Rule: Under New York law, if a commercial lease does not prohibit or condition assignment, the tenant is permitted to assign without landlord consent.

(b) Contractual Standards Control: For commercial leases, the consent standard is governed by the Lease terms. New York courts generally enforce lease provisions governing assignment as written, including provisions allowing landlord to withhold consent in its sole discretion.

(c) RPL Section 226-b Inapplicability: N.Y. Real Prop. Law Section 226-b governs residential tenancies only (requiring landlord consent, with unreasonable withholding creating a right for the tenant to be released from the lease in buildings of four or more units). Section 226-b does not apply to commercial leases.

(d) Good Faith Implied: Even where a commercial lease grants the landlord sole discretion over consent, New York courts may imply a covenant of good faith and fair dealing, though the scope of this implied obligation in the commercial assignment context is narrow.

5.3 Limitations on Consent.

(a) Consent to this Assignment is not consent to any subsequent assignment, sublease, or transfer;

(b) Consent is not a waiver of future consent requirements;

(c) Consent does not release any guarantor unless expressly stated; and

(d) Consent does not waive any recapture or termination rights.

5.4 Assignment Consideration / Profit Sharing. Select one:

☐ Not Applicable. No profit-sharing provision exists.
☐ Sharing Required. Assignor shall pay Landlord [____]% of the net Assignment Consideration (after deducting reasonable costs) within [____] days of receipt.
☐ Profit Participation. Landlord receives [____]% of the excess over present value of remaining rent obligations.

5.5 Landlord's Recapture Right. Select one:

☐ Landlord waives its recapture right for this Assignment only.
☐ Landlord has elected not to exercise its recapture right.
☐ Not applicable — no recapture provision in the Lease.

5.6 Assignment Fee and Costs. Assignor shall pay: (a) an assignment fee of $[________________________________]; and (b) Landlord's reasonable costs, including attorneys' fees, not to exceed $[________________________________], within [____] days of demand.

ARTICLE 6. REPRESENTATIONS AND WARRANTIES OF ASSIGNOR

Assignor represents and warrants:

6.1 The Lease is in full force and effect and unmodified except as stated.
6.2 No default exists and no event would constitute a default with passage of time or notice.
6.3 To Assignor's knowledge, Landlord is not in default.
6.4 All rent and charges are paid through [__/__/____].
6.5 No pending or threatened claims relating to the Lease or Premises.
6.6 No prior assignment, subletting, or transfer of any Lease interest.
6.7 Assignor has full power and authority to execute this Agreement.
6.8 The Assignment Consideration represents total consideration received.
6.9 No broker is entitled to a commission except: [________________________________].
6.10 No known environmental conditions violating applicable law, including N.Y. Environmental Conservation Law and CERCLA.
6.11 Assignor has disclosed all material facts about the Premises' condition.

ARTICLE 7. REPRESENTATIONS AND WARRANTIES OF ASSIGNEE

Assignee represents and warrants:

7.1 Assignee has received and reviewed the complete Lease. Copy attached as Exhibit A.
7.2 Assignee has inspected the Premises and accepts them "as-is."
7.3 Assignee has financial capacity to perform all tenant obligations.
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, and is authorized to do business in New York.
7.6 Assignee has full power and authority to execute this Agreement.
7.7 Execution does not violate any agreement, order, or decree binding on Assignee.
7.8 Financial statements delivered to Landlord are true and accurate in all material respects.
7.9 No bankruptcy or insolvency proceeding within [____] years, except as disclosed.
7.10 If Assignee is a foreign entity (organized outside New York), Assignee has registered with the New York Department of State.

ARTICLE 8. SECURITY DEPOSIT

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

☐ Transfer to Assignee's Account. Held for Assignee's account. Assignor's right to return is assigned to Assignee.
☐ Return to Assignor. Returned upon receipt of replacement deposit from Assignee per Section 8.2.
☐ Other: [________________________________].

8.2 Additional Security Deposit. Assignee shall deliver $[________________________________] to Landlord on or before the Effective Date:

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

8.3 Total Security Deposit. Following the Effective Date: $[________________________________], held per the Lease and N.Y. Gen. Oblig. Law Section 7-103 (if applicable).

8.4 New York Security Deposit Rules. The Parties acknowledge:

(a) Under N.Y. Gen. Oblig. Law Section 7-103, security deposits for leases of real property must be held in trust and not commingled with the landlord's personal funds (this applies primarily to residential leases but is referenced for commercial leases where the lease or parties so provide);

(b) For commercial leases, security deposit handling is generally governed by the Lease terms; and

(c) If the building containing the Premises is sold or transferred, the prior landlord must transfer the security deposit to the new owner (N.Y. Gen. Oblig. Law Section 7-105).

ARTICLE 9. RENT AND FINANCIAL ADJUSTMENTS

9.1 Rent Proration. All charges prorated as of the Effective Date (30-day month basis). Assignor responsible for Pre-Assignment Period; Assignee for Post-Assignment Period.

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

9.3 Operating Expense Reconciliation. Reconciliation for the year of the Effective Date allocated by respective occupancy periods.

9.4 Real Estate Tax Escalations. New York commercial leases commonly include real estate tax escalation provisions based on increases over a base tax year. The Parties agree that:

(a) Assignor is responsible for tax escalation payments attributable to the Pre-Assignment Period;

(b) Assignee is responsible for tax escalation payments attributable to the Post-Assignment Period; and

(c) Any retroactive tax adjustments (due to certiorari proceedings or assessment challenges) shall be allocated based on the respective occupancy periods.

9.5 Percentage Rent. If applicable, Assignor is responsible for Pre-Assignment Period sales; Assignee for Post-Assignment Period sales. Breakpoint prorated for partial periods.

9.6 Prepaid Rent. Select one:

☐ Applied to Assignee's account.
☐ Refunded to Assignor; Assignee prepays $[________________________________].

ARTICLE 10. INSURANCE

10.1 Assignee's Insurance. Assignee shall maintain all insurance required by the Lease, including:

(a) Commercial general liability: $[________________________________] per occurrence / $[________________________________] aggregate;
(b) Property insurance at full replacement cost;
(c) Workers' compensation as required by New York law (N.Y. Workers' Comp. Law);
(d) New York State disability benefits insurance;
(e) Business income coverage for [____] months;
(f) Umbrella/excess liability: $[________________________________]; and
(g) Other required by the Lease.

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

10.3 Certificates. Delivered to Landlord no later than [____] days before the Effective Date.

10.4 Assignor's Tail Coverage. Assignor shall maintain tail coverage under claims-made policies for [____] years 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 attached as Exhibit C.
☐ Existing Guaranty Released. Released as of the Effective Date.
☐ Existing Guaranty Released Conditionally. Release upon: [________________________________].

11.2 Good Guy Guaranty (New York Practice). New York commercial leases frequently include a "Good Guy Guaranty" — a limited personal guaranty by an individual (typically a principal of the tenant entity) that terminates upon the tenant's vacatur of the premises and payment of rent through the vacatur date. If a Good Guy Guaranty is in place:

☐ Good Guy Guaranty Continues. [________________________________] (the "Good Guy Guarantor") shall continue as guarantor under the existing Good Guy Guaranty.
☐ New Good Guy Guaranty Required. [________________________________] shall execute a new Good Guy Guaranty in the form of Exhibit D-1.
☐ Good Guy Guaranty Released. The existing Good Guy Guaranty is released.
☐ Not Applicable.

11.3 New Guaranty. Select one:

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

ARTICLE 12. INDEMNIFICATION

12.1 Assignor's Indemnification of Landlord. Assignor indemnifies Landlord against claims arising from: (a) breach of Assignor's representations; (b) Pre-Assignment Period obligations; (c) Assignor's pre-Effective Date acts or omissions; (d) Assignor's failure to perform under this Agreement.

12.2 Assignee's Indemnification of Landlord. Assignee indemnifies Landlord against claims arising from: (a) breach of Assignee's representations; (b) Post-Assignment Period obligations; (c) Assignee's post-Effective Date acts or omissions; (d) Assignee's failures under the Lease.

12.3 Assignee's Indemnification of Assignor. Assignee indemnifies Assignor against: (a) Post-Assignment Period obligations; (b) Assignee's post-Effective Date acts or omissions; (c) Landlord claims against Assignor based on Assignee's default.

12.4 N.Y. Gen. Oblig. Law Section 5-321 Compliance. The Parties acknowledge that under N.Y. Gen. Oblig. Law Section 5-321, any agreement exempting a lessor from liability for injuries to person or property caused by or resulting from the negligence of the lessor, its agents, servants, or employees, in the operation or maintenance of the demised premises or the real property containing the demised premises, is void as against public policy. The indemnification provisions herein shall be construed and limited accordingly so as not to require indemnification for a Party's own negligence where prohibited by Section 5-321.

12.5 Survival. Indemnification survives for [____] years after Lease expiration or termination.

ARTICLE 13. CONDITIONS PRECEDENT

13.1 Obligations conditioned upon satisfaction by [__/__/____] (the "Conditions Deadline"):

(a) Landlord approval and execution;
(b) Delivery and approval of Assignee's financial statements for [____] fiscal years;
(c) Delivery of insurance certificates;
(d) Delivery of any required security deposit;
(e) Execution of New Guaranty or Good Guy Guaranty (if required);
(f) Payment of assignment fee and Landlord's costs;
(g) No existing default under the Lease;
(h) Assignee obtaining all governmental permits, including NYC Department of Buildings permits, Certificate of Occupancy (or letter of no objection) confirmation, and NYC business licenses;
(i) Compliance with NYC Zoning Resolution for Assignee's intended use;
(j) If in NYC, compliance with Local Law 152 (gas piping periodic inspection), Local Law 11 (facade inspection), and any other applicable local laws; and
(k) Other: [________________________________].

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

ARTICLE 14. NEW YORK-SPECIFIC PROVISIONS

14.1 Real Estate Transfer Tax.

(a) New York State Transfer Tax. The assignment of a leasehold interest may be subject to New York State Real Estate Transfer Tax (N.Y. Tax Law Sections 1401-1410) if the assignment constitutes a "conveyance" of real property. A lease with a remaining term (including renewal options) of 49 years or more at the time of assignment is treated as real property for transfer tax purposes. The tax rate is $2.00 per $500 of consideration (0.4%).

(b) NYC Real Property Transfer Tax. In New York City, the assignment may also be subject to the NYC Real Property Transfer Tax (NYC Admin. Code Sections 11-2101 to 11-2115). For commercial transactions over $500,000, the combined NYC rate is 2.625% of consideration.

(c) Applicability Determination. The Parties shall determine whether transfer taxes apply based on the remaining Lease term and assignment consideration:

☐ Transfer taxes apply. Estimated amount: $[________________________________]. Payable by: ☐ Assignor ☐ Assignee ☐ Shared.
☐ Transfer taxes do not apply (remaining term less than 49 years and no other triggering condition).
☐ To be determined by the Parties' counsel prior to closing.

(d) Tax Returns. If applicable, the responsible Party shall file all required transfer tax returns (Form TP-584 for NYS; Form NYC-RPT for NYC) and pay all taxes prior to or simultaneously with recording.

14.2 Recording.

☐ A memorandum of this Assignment shall be recorded in the Office of the City Register (NYC) or County Clerk.
☐ If a memorandum of lease was previously recorded, a memorandum of assignment referencing the original recording shall be recorded.
☐ Not recorded. The Parties acknowledge that an unrecorded assignment may not provide constructive notice.

14.3 Loft Law Considerations (NYC — Multiple Dwelling Law Article 7-C).

☐ Not Applicable. The Premises are not subject to the Loft Law.

☐ Applicable. If the Premises are or may be covered by the Loft Law (MDL Article 7-C), the following provisions apply:

(a) Assignee acknowledges that Loft Law units have unique protections, including protections for residential occupants of commercial/manufacturing spaces in certain areas of New York City;

(b) The assignment must comply with all Loft Board regulations (29 RCNY Chapter 2);

(c) If the Premises are subject to a Loft Board order or proceeding, Assignee assumes all obligations thereunder;

(d) The assignment shall not affect the rights of any Loft Law-protected tenants in the building; and

(e) Assignee acknowledges that Loft Law coverage may impose obligations regarding legalization of the building for residential use, provision of services, and compliance with housing codes.

14.4 Rent Stabilization Considerations.

☐ Not Applicable. The Lease is for purely commercial space and is not subject to rent stabilization.

☐ Applicable — Mixed Use Building. If the building contains rent-stabilized residential units:

(a) This commercial lease assignment shall not affect the rights of any rent-stabilized tenants in the building;

(b) Assignee shall comply with all applicable provisions of the Rent Stabilization Law and Code that affect commercial tenants in buildings with rent-stabilized units;

(c) If any portion of the Premises is subject to rent stabilization due to prior conversion or use, special rules apply and legal counsel must be consulted; and

(d) Assignee acknowledges the Housing Stability and Tenant Protection Act of 2019 (HSTPA) may affect lease terms in buildings with rent-stabilized units.

14.5 New York City Commercial Rent Tax. If the Premises are located in Manhattan south of the center line of 96th Street, Assignee may be subject to the NYC Commercial Rent Tax (NYC Admin. Code Section 11-701 et seq.). Assignee shall be solely responsible for any commercial rent tax liability arising from and after the Effective Date.

14.6 Certificate of Occupancy. Assignee acknowledges that the use of the Premises must comply with the Certificate of Occupancy issued by the NYC Department of Buildings (or applicable municipal authority outside NYC). Assignee shall verify that Assignee's intended use is consistent with the Certificate of Occupancy before the Effective Date.

14.7 Sidewalk and Building Frontage Obligations. If the Premises include ground-floor or street-level commercial space in NYC, Assignee assumes all obligations for sidewalk maintenance and repair adjacent to the Premises (NYC Admin. Code Section 7-210), including snow and ice removal.

14.8 Compliance with NYC Local Laws. Assignee shall comply with all applicable NYC local laws, including but not limited to:

(a) Local Law 97 (Climate Mobilization Act — building emissions limits);
(b) Local Law 144 (automated employment decision tools, if applicable to Assignee's business);
(c) Commercial waste zones (DSNY Commercial Waste Zone program); and
(d) NYC signage regulations (Zoning Resolution Section 32-60 et seq.).

ARTICLE 15. BANKRUPTCY CONSIDERATIONS

15.1 Each Party represents it is not subject to pending or contemplated bankruptcy proceedings, is not insolvent, and enters this Agreement in good faith.

15.2 Under 11 U.S.C. Section 365, a trustee may assume, reject, or assign the Lease subject to cure of defaults and adequate assurance. For shopping center leases, Section 365(b)(3) imposes additional requirements.

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

ARTICLE 16. NOTICES

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

16.2 Addressed to:

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

ARTICLE 17. GENERAL PROVISIONS

17.1 Binding Effect. Binds and benefits the Parties, successors, assigns, heirs, and legal representatives.

17.2 Entire Agreement. This Agreement, the Lease, and exhibits constitute the entire agreement.

17.3 Amendments. Only by written instrument signed by all three Parties.

17.4 Severability. Invalid provisions severed; remaining provisions continue.

17.5 Governing Law. Governed by New York law without regard to conflicts-of-law principles.

17.6 Venue. Actions in the Supreme Court of the State of New York, [________________________________] County, or in the United States District Court for the [________________________________] District of New York.

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

17.8 Counterparts. Executed in counterparts, each an original.

17.9 Electronic Signatures. Valid under N.Y. State Technology Law Section 304 (Electronic Signatures and Records Act — ESRA).

17.10 Attorneys' Fees. The prevailing Party recovers reasonable attorneys' fees. The Parties acknowledge that New York does not generally follow the "American Rule" exception for contractual fee-shifting provisions, and such provisions are enforceable when agreed upon.

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

17.12 Interpretation. Jointly negotiated; not construed against any Party as drafter.

17.13 Survival. Representations, warranties, and indemnification survive execution and closing.

17.14 Brokers. No broker except: [________________________________]. Each Party indemnifies others against broker claims.

17.15 Confidentiality. Terms confidential, disclosed only to attorneys, accountants, lenders, advisors, or as required by law.

17.16 Further Assurances. Each Party shall execute additional documents reasonably necessary.

ARTICLE 18. EXECUTION

IN WITNESS WHEREOF, the Parties execute this Agreement as of the date first written above.

ASSIGNOR:

[________________________________]

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

ASSIGNEE:

[________________________________]

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

LANDLORD CONSENT:

[________________________________]

Landlord consents to the Assignment upon the terms herein. This consent is limited to this Assignment and does not waive future consent requirements.

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

NOTARIZATION (If Required for Recording or Elected)

State of New York
County of [________________________________]

On the [____] day of [________________________________], 20[____], before me, the undersigned, personally appeared [________________________________], personally known to me or proved to me on the basis of satisfactory evidence to be the individual(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 capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.

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

(Repeat for each Party as required)

EXHIBITS

Exhibit A — Copy of Lease (including all amendments)
Exhibit B — List of Ancillary Agreements Assigned
Exhibit C — Existing Guarantor's Consent (if applicable)
Exhibit D — Form of New Guaranty (if applicable)
Exhibit D-1 — Form of Good Guy Guaranty (if applicable)
Exhibit E — Assignee's Financial Statements
Exhibit F — Estoppel Certificate (if required)
Exhibit G — Transfer Tax Returns (TP-584 / NYC-RPT) (if applicable)

SOURCES AND REFERENCES

• N.Y. Real Prop. Law Section 226-b (residential sublease/assignment rights)
• N.Y. Gen. Oblig. Law Section 5-321 (void indemnification in leases)
• N.Y. Gen. Oblig. Law Section 5-701 (statute of frauds)
• N.Y. Gen. Oblig. Law Sections 7-103, 7-105 (security deposits)
• N.Y. Tax Law Sections 1401-1410 (real estate transfer tax)
• NYC Admin. Code Sections 11-2101-2115 (NYC real property transfer tax)
• NYC Admin. Code Section 11-701 et seq. (commercial rent tax)
• Multiple Dwelling Law Article 7-C (Loft Law)
• Housing Stability and Tenant Protection Act of 2019
• 11 U.S.C. Section 365 (Bankruptcy)

This template is provided for informational purposes only and does not constitute legal advice. New York commercial lease assignments involve complex legal issues, particularly in New York City. This document must be reviewed by a New York-licensed real estate attorney before execution.