Templates and Checklists


Assignment of Lease



Maria S Georges
by Maria S Georges, LLM

In most cases, the lease is an integral part of a business sale process. When you sell a company, any existing lease for office space, storage, or shopfront must also change hands if the buyer intends to run their business from the same location.

A lease is often separate from a business sale agreement and does not automatically transfer to the business buyer. The transfer process is called an assignment. To successfully assign a lease from business seller to buyer, the landlord must also provide consent by signing the lease assignment document (view below).

View the collection of legal forms and documents required when selling or buying a business.


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ASSIGNMENT OF LEASE

This assignment of lease has been made by the Seller, [INSERT SELLER NAME], and the Buyer, [INSERT BUYER NAME], with the Landlord’s consent [INSERT LANDLORD NAME].

The effective date of the assignment is on [INSERT DATE].

Assignment

As indicated in the Business Sale Agreement dated ______________, the Buyer has been assigned by the Seller all the rights of the Seller in the lease attached, dated ___________ that includes the premises whose location is at ___________________.

Acceptance

The Buyer has assumed the lease, including all the terms therein effectively accepting this assignment. From the date the assignment goes into effect, the Landlord will be paid the rent by the Buyer and the Buyer will also meet all other obligations of the Seller as per the lease.

Condition

With the premises inspected by the Buyer satisfactorily, the buyer will accept the possession of the premises as it is, subject to the obligatory maintenance of the Landlord as per the lease and any applying law.

Confirmation

Accordingly, the Landlord confirms:

  1. That all rent due has been paid via ____________.
  2. That a security deposit worth $______ is being held by the Landlord, which according to the terms of the lease the Landlord will continue holding for the Buyer.
  3. That the Seller is not in default and has not defaulted on the performance of any obligations as per the lease.
  4. That the lease as it was written hasn’t been altered and that the lease remains effectively in full effect.

Consent

The Landlord has consented to this assignment, including consenting that the Seller’s obligations and rights have been taken over by the Buyer as per the lease.

Reimbursement

The Seller will right away be reimbursed by the Buyer the total amount of the security deposit, including rent or other funds the Seller may have paid in advance as per the lease with the commencement of the effective date on this assignment.

Release

The Seller has been released by the Landlord from liability for rent payment and from performance of any lease obligation with this assignment’s effective date.

Assignees

The parties’ assignees, successors and heirs benefit from this agreement and are bound by it.

Modification

The agreement may only be modified by writing and signed by the party against whom the desired modification is sought to be enforced.

Severability

In case the court ascertains that any of the provision contained in this agreement is unenforceable or invalid, any unenforceability or invalidity will only affect that specific provision. The provision in question shall only be amended, limited or modified to the extent necessary to ensure the provision becomes enforceable and valid.

Waiver

In case any party decides to waive at any time any of this agreement’s provision, the waiver will be effective only for the specific purpose and instance for which the waiver was granted. Where any of the parties delays exercising or fails to exercise any of this agreement’s remedies or rights the party still retains enforcement right of that provision or term at a future date.

Governing Law

The agreement is construed and governed in accordance with State of __________ laws.

SELLER:

____________________________________

Printed name: __________________

Business Name: ________________________

Address: ___________________________

Date: _____________

BUYER:

____________________________________

Printed name: __________________

Business Name: ________________________

Address: ___________________________

Date: _____________

LANDLORD:

____________________________________

Printed name: _______________________

Title: ________________________

Address: ___________________________

Date: _____________