Lease Assignment, Assumption, and Landlord Consent - Texas

LEASE ASSIGNMENT, ASSUMPTION OF LEASE, AND LANDLORD CONSENT

(Texas 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: [________________________________]
Texas SOS Filing Number (if applicable): [________________________________]
Principal Address: [________________________________]
City: [________________________________] State: TX ZIP: [__________]
County: [________________________________]
Telephone: [________________________________]
Email: [________________________________]

ASSIGNEE (New Tenant):
Name: [________________________________]
Entity Type: ☐ Individual ☐ Corporation ☐ LLC ☐ Partnership ☐ Other: [________________]
State of Organization: [________________________________]
Texas SOS Filing 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: [________________________________]

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: Texas ZIP: [__________]
Approximate Square Footage: [________________________________]
Legal Description: As set forth in Exhibit A

(the "Premises");

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

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

WHEREAS, Landlord consents upon the terms herein;

NOW, THEREFORE, in consideration of the mutual covenants herein, the Parties agree:

ARTICLE 1. DEFINITIONS

1.1 "Assignment" means the transfer of all of Assignor's right, title, and interest in the Lease to Assignee.

1.2 "Assignment Consideration" means $[________________________________].

1.3 "Business Day" means any day other than a Saturday, Sunday, or Texas state 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 $[________________________________].

1.6 "Guarantor" means [________________________________] (or "None").

1.7 "Lease" has the meaning in the Recitals.

1.8 "Permitted Use" means [________________________________].

1.9 "Pre-Assignment Period" means commencement through the day before the Effective Date.

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

1.11 "Premises" has the meaning in the Recitals.

ARTICLE 2. ASSIGNMENT OF LEASE

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

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

2.2 Excluded Assets. Excluded: [________________________________].

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 base rent, additional rent, NNN charges (real estate taxes, insurance, and CAM), and all other sums;
(b) Compliance with use restrictions, rules, and regulations;
(c) Maintenance and repair obligations;
(d) Insurance requirements;
(e) Compliance with all applicable laws, including Texas Property Code, local building codes, and fire codes; and
(f) Surrender obligations.

3.2 Acknowledgment. Assignee has received, reviewed, and accepts the Lease terms. Assignee 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 Texas Law — Privity of Contract. The Parties acknowledge that under Texas common law, as affirmed in Twelve Oaks Tower I, Ltd. v. Premier Allergy, Inc. and related precedent, an assignment of a lease does not release the original tenant (assignor) from future liability under the lease absent an express release or novation. The original tenant remains liable based on privity of contract, even after assignment. A material post-assignment amendment of the Lease does not necessarily release the assignor from liability.

4.2 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. Assignor's liability shall not extend to obligations arising from post-assignment expansions or rent increases beyond scheduled amounts in the Lease as of the Effective Date.

☐ Option B — Assignor Released (Novation). Landlord releases Assignor from all obligations arising after the Effective Date. This constitutes a novation under Texas law, substituting Assignee for Assignor. Conditions: [________________________________].

☐ Option C — Assignor Released After Transition Period. Assignor remains liable for [____] months after the Effective Date. Upon expiration, provided no Assignee default, Landlord releases Assignor in writing within [____] days of request.

4.3 Notice to Assignor. If Assignor remains liable, Landlord shall provide prompt written notice of Assignee defaults with copies of default notices. Delay extends Assignor's cure period.

4.4 Assignor's Right to Cure. Assignor may (but need not) cure Assignee defaults within [____] days of Landlord's notice.

4.5 Subrogation. If Assignor cures, 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 Texas Consent Standards. The Parties acknowledge:

(a) Texas does not have a specific statute governing the reasonableness of landlord consent to commercial lease assignments; the consent standard is determined by the Lease terms;

(b) If the Lease requires consent but states no standard, Texas courts may imply a duty of good faith and fair dealing, but the scope of this implied duty is narrower than in states with express statutory reasonableness requirements;

(c) If the Lease expressly grants Landlord sole and absolute discretion, Texas courts generally enforce such provisions; and

(d) A landlord's acceptance of rent from an assignee after an unauthorized assignment may constitute a waiver of the anti-assignment clause under Texas law, but the scope of such waiver is determined by the specific facts.

5.3 Limitations on Consent.

(a) Not consent to subsequent transfers;
(b) Not a waiver of future consent requirements;
(c) Does not release any guarantor unless expressly stated; and
(d) Does not waive recapture or termination rights.

5.4 Assignment Consideration Sharing. Select one:

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

5.5 Recapture Right. Select one:

☐ Waived for this Assignment only.
☐ Not exercised for this Assignment.
☐ Not applicable.

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

ARTICLE 6. REPRESENTATIONS AND WARRANTIES OF ASSIGNOR

6.1 The Lease is in full force, unmodified except as stated.
6.2 No default exists and no event would constitute a default.
6.3 To Assignor's knowledge, Landlord is not in default.
6.4 All rent and charges paid through [__/__/____].
6.5 No pending or threatened claims.
6.6 No prior assignment, subletting, or transfer.
6.7 Assignor has full power and authority.
6.8 Assignment Consideration represents total consideration.
6.9 No broker entitled to commission except: [________________________________].
6.10 No known environmental conditions violating applicable law, including Texas Solid Waste Disposal Act (Tex. Health & Safety Code Chapter 361), Texas Clean Air Act, and CERCLA.
6.11 Assignor has disclosed all material facts about the Premises' condition.

ARTICLE 7. REPRESENTATIONS AND WARRANTIES OF ASSIGNEE

7.1 Assignee has received and reviewed the complete Lease (Exhibit A).
7.2 Assignee accepts the Premises "as-is."
7.3 Financial capacity to perform all tenant obligations.
7.4 Intended use is the Permitted Use only.
7.5 Duly organized, validly existing, in good standing, and authorized to do business in Texas.
7.6 Full power and authority.
7.7 No conflict with existing agreements, orders, or decrees.
7.8 Financial statements are true and accurate.
7.9 No bankruptcy within [____] years, except as disclosed.
7.10 If a foreign entity, Assignee has registered with the Texas Secretary of State.

ARTICLE 8. SECURITY DEPOSIT

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

☐ Transferred to Assignee's account.
☐ Returned to Assignor upon replacement.
☐ Other: [________________________________].

8.2 Additional Security Deposit. $[________________________________] delivered on or before the Effective Date:

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

8.3 Total Security Deposit. $[________________________________], held per the Lease.

8.4 Texas Security Deposit Rules. Texas Property Code Section 93.005 provides that the landlord of a commercial tenant may not retain a security deposit to cover normal wear and tear. The landlord shall refund the deposit, less lawful deductions, within 60 days after the tenant surrenders the premises. These provisions govern unless the Lease expressly provides otherwise (Texas law permits commercial parties to contract around statutory default rules by express agreement).

ARTICLE 9. RENT AND FINANCIAL ADJUSTMENTS

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

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

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

9.4 Percentage Rent. If applicable, prorated by respective sales periods with breakpoint adjustment.

9.5 Prepaid Rent. Select one:

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

ARTICLE 10. INSURANCE

10.1 Assignee's Insurance. Per the Lease requirements:

(a) Commercial general liability: $[________________________________] per occurrence / $[________________________________] aggregate;
(b) Property insurance at replacement cost;
(c) Workers' compensation per Texas law (noting Texas does not mandate private employer coverage but Lease may require it);
(d) Business income coverage for [____] months;
(e) Windstorm and hail coverage if required (particularly for Gulf Coast properties — Texas Windstorm Insurance Association coverage may apply);
(f) Flood insurance if in FEMA-designated flood zone; and
(g) Other per the Lease.

10.2 Additional Insured. Landlord, managing agent, and mortgagee named as additional insureds.

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

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

ARTICLE 11. GUARANTY

11.1 Existing Guaranty. Select one:

☐ No Existing Guaranty.
☐ Continues — consent attached as Exhibit C.
☐ Released as of the Effective Date.
☐ Released conditionally upon: [________________________________].

11.2 New Guaranty. Select one:

☐ Not required.
☐ Required from [________________________________], in form of Exhibit D, guaranteeing:
☐ All obligations.
☐ Payment only, up to $[________________________________].
☐ First [____] months only.

ARTICLE 12. INDEMNIFICATION

12.1 Assignor Indemnifies Landlord against: (a) breach of representations; (b) Pre-Assignment Period obligations; (c) pre-Effective Date acts/omissions; (d) failure to perform under this Agreement.

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

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

12.4 Texas Indemnity Rules. The Parties acknowledge that under Tex. Civ. Prac. & Rem. Code Chapter 130 (relating to construction contracts involving mineral rights or oil and gas exploration), certain indemnification provisions may be void. To the extent Chapter 130 applies, the indemnification provisions herein shall be construed in compliance therewith. Additionally, the Texas Anti-Indemnity Act (Tex. Ins. Code Chapter 151) applies to construction contracts and may limit indemnification in connection with construction or improvement work at the Premises.

12.5 Survival. Indemnification survives for [____] years.

ARTICLE 13. CONDITIONS PRECEDENT

13.1 Conditions to be satisfied by [__/__/____]:

(a) Landlord approval and execution;
(b) Assignee financial statements for [____] fiscal years, approved by Landlord;
(c) Insurance certificates;
(d) Security deposit delivery;
(e) Guaranty execution (if required);
(f) Assignment fee and costs paid;
(g) No existing Lease default;
(h) All governmental permits, including local Certificate of Occupancy confirmation, Texas sales tax permit (if applicable), and local business licenses;
(i) Compliance with any applicable deed restrictions or property owners' association requirements; and
(j) Other: [________________________________].

13.2 Failure. Any Party may terminate by written notice if conditions not satisfied.

ARTICLE 14. TEXAS-SPECIFIC PROVISIONS

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

(a) Local municipal or county fees may apply to recording; and
(b) If the assignment involves the transfer of tangible personal property (fixtures, equipment), Texas state sales tax (Tex. Tax Code Chapter 151) may apply.

14.2 Recording. Select one:

☐ This Agreement (or a memorandum) shall be recorded in the Official Public Records of [________________________________] County, Texas.
☐ A memorandum of assignment shall be prepared and recorded, referencing any previously recorded memorandum of lease.
☐ Not recorded.

14.3 Texas Property Code — Commercial Tenancy Provisions. The Parties acknowledge:

(a) Texas Property Code Chapter 93 governs commercial tenancies, though its provisions are less extensive than the residential landlord-tenant provisions in Chapter 92;

(b) Under Section 93.002, the landlord's lien applies to nonexempt property in the commercial premises, and the Parties should address the status of any such lien in connection with this Assignment;

(c) Assignor acknowledges that any property remaining at the Premises after the Effective Date may be subject to Landlord's lien under Section 93.002; and

(d) Commercial lease terms in Texas are largely governed by freedom of contract, with fewer mandatory statutory protections than in some other states.

14.4 Assumed Name Filing. If Assignee operates under an assumed name at the Premises, Assignee shall comply with Tex. Bus. & Com. Code Chapter 71 (assumed business name filing requirements) and file the appropriate assumed name certificate with the county clerk and Texas Secretary of State.

14.5 Texas Franchise Tax. If Assignee is a taxable entity under Tex. Tax Code Chapter 171, Assignee represents that it is in good standing with the Texas Comptroller of Public Accounts and current on all franchise tax obligations.

14.6 Waiver of Jury Trial. Each Party waives, to the fullest extent permitted by Texas law, the right to trial by jury. The Parties acknowledge this waiver is knowing and voluntary. Texas courts enforce jury trial waivers in commercial contracts when knowingly and voluntarily made.

14.7 Landlord's Lien. The Parties acknowledge that under Texas Property Code Section 93.002, a commercial landlord has a lien on the tenant's nonexempt personal property for unpaid rent. This lien:

(a) Attaches to Assignee's property upon the Effective Date;
(b) Covers unpaid rent and other charges under the Lease; and
(c) May be enforced by distress warrant under Tex. Prop. Code Section 93.003.

ARTICLE 15. BANKRUPTCY CONSIDERATIONS

15.1 Standard bankruptcy representations — not insolvent, no pending proceedings, good faith transaction.

15.2 11 U.S.C. Section 365 rights acknowledged, including adequate assurance requirements.

15.3 Anti-assignment provisions overridable under 11 U.S.C. Section 365(f).

ARTICLE 16. NOTICES

16.1 Written notices deemed given upon: personal delivery; one (1) Business Day after overnight courier; three (3) Business Days after certified mail; confirmed email with hard copy follow-up.

16.2 Addressed to:

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

ARTICLE 17. GENERAL PROVISIONS

17.1 Binding Effect. Binds 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. Written instrument signed by all three Parties.

17.4 Severability. Invalid provisions severed; remainder continues.

17.5 Governing Law. Governed by Texas law.

17.6 Venue. [________________________________] County, Texas. Each Party consents to the jurisdiction of courts therein. Mandatory venue under Tex. Civ. Prac. & Rem. Code Section 15.020 may apply if the Lease contains a mandatory venue provision.

17.7 Waiver. Written and signed.

17.8 Counterparts. Each an original.

17.9 Electronic Signatures. Valid under Tex. Bus. & Com. Code Chapter 322 (Uniform Electronic Transactions Act).

17.10 Attorneys' Fees. Prevailing Party recovers reasonable fees per Tex. Civ. Prac. & Rem. Code Section 38.001.

17.11 Time of the Essence.

17.12 Interpretation. Jointly negotiated; not construed against drafter.

17.13 Survival. Representations, warranties, and indemnification survive.

17.14 Brokers. No broker except: [________________________________]. Mutual indemnification.

17.15 Confidentiality. Terms confidential except as required by law.

17.16 Further Assurances.

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)

State of Texas
County of [________________________________]

Before me, the undersigned Notary Public, on this [____] day of [________________________________], 20[____], personally appeared [________________________________], known to me (or proved to me through [________________________________]) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that (he/she) executed the same for the purposes and consideration therein expressed and in the capacity therein stated.

Given under my hand and seal of office this [____] day of [________________________________], 20[____].

Notary Public, State of Texas: [________________________________]
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
Exhibit F — Estoppel Certificate

SOURCES AND REFERENCES

• Tex. Prop. Code Chapters 91 and 93 (Landlord-Tenant)
• Tex. Prop. Code Section 93.002 (Landlord's Lien)
• Tex. Prop. Code Section 93.005 (Security Deposits)
• Tex. Civ. Prac. & Rem. Code Section 38.001 (Attorneys' Fees)
• Tex. Bus. & Com. Code Chapter 322 (Electronic Transactions)
• Tex. Ins. Code Chapter 151 (Anti-Indemnity Act)
• Twelve Oaks Tower I, Ltd. v. Premier Allergy, Inc. (assignor continuing liability)
• 11 U.S.C. Section 365 (Bankruptcy)

This template is provided for informational purposes only. Texas commercial lease assignments must be reviewed by a Texas-licensed real estate attorney before execution.