Commercial Lease Assignment Agreement - Template Form Pro · NG-law

DEED OF ASSIGNMENT OF LEASE

THIS DEED OF ASSIGNMENT OF LEASE (this "Deed") is made this ________ day of ________

BETWEEN

________, of the following address:

________

(hereinafter referred to as the "Assignor", which expression shall where the context so admits include its successors-in-title, personal representatives and assigns) of the first part;

AND

________, of the following address:

________

(hereinafter referred to as the "Assignee", which expression shall where the context so admits include its successors-in-title, personal representatives and assigns) of the second part.

The Assignor and the Assignee are hereinafter individually referred to as a "Party" and collectively as the "Parties".

WHEREAS:

A. By virtue of a Lease Agreement executed on ________ (the "Lease") made between the Assignor and ________ of ________ (the "Landlord"), the Assignor became and remains the tenant in lawful and exclusive possession of the following property (the "Demised Premises"):

________

B. The Lease was granted for a term of ________ commencing on ________ and is due to expire on ________ (the "Expiration Date"), reserving an annual rent of ________.

C. The Lease is registered as Instrument No. ________ at the Lands Registry, ________.

D. Subject to the terms of this Deed and to the prior written consent of the Landlord, the Assignor has agreed to assign and transfer the entire unexpired residue of the term of the Lease, together with all rights, title and interest therein, to the Assignee, and the Assignee has agreed to accept the same.

E. The Assignee has agreed to pay to the Assignor the sum of ________ (the "Consideration") as consideration for this Assignment.

NOW THIS DEED WITNESSES that in consideration of the Consideration paid by the Assignee to the Assignor (the receipt and sufficiency of which the Assignor hereby acknowledges) and the mutual covenants herein contained, the Parties hereby covenant and agree as follows:

§1. ASSIGNMENT

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1.2. This Deed shall take effect from the date upon which the Landlord's written consent is obtained (the "Effective Date") and shall subsist until the Expiration Date.

§2. ASSUMPTION OF OBLIGATIONS

2.1. With effect from the Effective Date, the Assignee shall assume, observe and perform all the rights, liabilities, covenants, conditions and obligations under the Lease.

2.2. The Assignee covenants to pay the rent, rates, fees, service charges and all other outgoings reserved under the Lease as and when the same fall due, and to observe and perform all the terms and conditions of the Lease on the part of the tenant to be observed and performed, and to keep the Assignor indemnified against all such liabilities.

§3. ASSIGNOR'S WARRANTIES AND COVENANTS

The Assignor hereby warrants and represents to the Assignee that:

(I) the Assignor's interest in the Lease is free from any encumbrance, charge, mortgage or lien whatsoever;

(II) the Assignor has full legal capacity, power and authority to enter into, deliver and perform its obligations under this Deed and to assign the Lease as herein provided;

(III) there are no sums due or owing by the Assignor under the Lease as at the Effective Date, and there exists no condition of default or breach by the Assignor thereunder;

(IV) the Lease is valid and subsisting and has not been surrendered, forfeited, varied or determined;

(V) the Assignor has the quiet enjoyment of the Demised Premises and shall ensure that the Assignee shall henceforth enjoy quiet possession of the Demised Premises subject to the terms of the Lease.

§4. BREACH AND INDEMNITY

4.1. Nothing in this Deed shall relieve the Assignee from liability arising from any breach of the covenants and conditions of the Lease occurring on or after the Effective Date.

4.2. The Assignee shall indemnify and keep indemnified the Assignor and the Landlord from and against all actions, claims, demands, liabilities, costs, damages and expenses arising from any breach by the Assignee of the covenants and conditions of the Lease.

4.3. In the event of any breach by the Assignee, the Landlord shall be entitled to exercise its remedies under the Lease and at law, including the right to re-enter and recover possession of the Demised Premises and to recover accrued rents and arrears.

§5. LANDLORD'S CONSENT

5.1. This Assignment is subject to the prior written consent of the Landlord. The Assignor shall obtain the Landlord's consent to this Assignment in accordance with the terms of the Lease.

5.2. The Parties acknowledge that this Assignment shall not be effective until such consent has been obtained from the Landlord, and the Assignor warrants that it shall use its best endeavours to procure such consent.

5.3. In the event that the Landlord's consent is not obtained, this Deed shall be void and of no effect, and neither Party shall have any claim against the other in respect thereof, save for the refund by the Assignor of any sum already paid by the Assignee.

§6. GOVERNOR'S CONSENT, STAMPING AND REGISTRATION

6.1. The Parties acknowledge that this Deed, being an assignment of an interest in land, is subject to the consent of the Governor of ________ State pursuant to Sections 22 and 26 of the Land Use Act, Cap L5, Laws of the Federation of Nigeria 2004, where applicable.

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§7. MISCELLANEOUS

(a) Governing Law: This Deed shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

(b) Dispute Resolution: Any dispute arising out of or in connection with this Deed shall first be referred to amicable settlement by the Parties, and failing such settlement within ________, shall be referred to arbitration in accordance with the Arbitration and Mediation Act 2023, with the seat of arbitration at ________, or, where the Parties so elect, to the exclusive jurisdiction of the courts of ________.

(c) Notices: All notices under this Deed shall be in writing and shall be delivered personally, sent by registered or certified post, or by electronic mail, to the Parties at the addresses written in this Deed or to such other address as a Party may notify the other in writing.

(d) Cumulative Rights: The rights of the Parties under this Deed are cumulative and shall not be construed as exclusive except as otherwise provided by law.

(e) Headings: Headings in this Deed are for convenience only and shall not affect the construction or interpretation of its terms.

(f) Waivers: Any term or provision of this Deed may be waived only in writing by the Party entitled to such benefit. No delay or omission in exercising any right shall be construed as a waiver thereof.

(g) Severability: If any provision of this Deed is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

(h) Further Assurance: The Parties shall execute and deliver all such further documents and do all such acts and things as may be necessary or incidental to give full effect to the provisions of this Deed.

(i) Entire Agreement: This Deed constitutes the entire agreement between the Parties in respect of the subject matter hereof and supersedes all prior negotiations, representations and understandings.

(j) Counterparts: This Deed may be executed in several counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF the Parties have executed this Deed in the manner hereinafter appearing the day and year first above written.

SIGNED, SEALED AND DELIVERED by the within named Assignor:

________

_________________________
(Signature of Assignor)

IN THE PRESENCE OF:

Name: ________

Address: ________

Occupation: ________

Signature: ..........................................................................................................

SIGNED, SEALED AND DELIVERED by the within named Assignee:

________

__________________________
(Signature of Assignee)

IN THE PRESENCE OF:

Name: ________

Address: ________

Occupation: ________

Signature: ..........................................................................................................

CONSENT OF THE LANDLORD

I/We, ________, the Landlord under the within-mentioned Lease, HEREBY CONSENT to the assignment of the Lease by the Assignor to the Assignee on the terms herein contained.

__________________________
(Signature of Landlord)

Dated this ________

FRANKING

This Deed was prepared by:

________

________

________