DEED OF ASSIGNMENT OF LEASEHOLD INTEREST
THIS DEED OF ASSIGNMENT OF LEASEHOLD INTEREST (this "Deed") is made on ________.
BETWEEN
________, of the following address:
________
(hereinafter referred to as the "Assignor", which expression shall, where the context so admits, include its heirs, personal representatives, successors-in-title 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 heirs, personal representatives, successors-in-title and assigns) of the second part;
AND
________, of the following address:
________
(hereinafter referred to as the "Landlord", which expression shall, where the context so admits, include its heirs, personal representatives, successors-in-title and assigns) of the third part.
The Assignor, the Assignee and the Landlord are hereinafter together referred to as the "Parties" and each individually as a "Party".
WHEREAS:
A. By virtue of a Tenancy/Lease Agreement executed on ________ between the Landlord and the Assignor (the "Lease"), the Assignor is the tenant in exclusive possession of the property more particularly described below (the "Demised Premises"):
________
B. The term created by the Lease is for a period of ________ commencing on ________ and expiring on ________ (the "Expiration Date"), reserving the rent and subject to the covenants and conditions therein contained.
C. The Assignor is desirous of assigning the whole of the unexpired residue of the term granted under the Lease, together with all its right, title and interest therein, to the Assignee, and the Assignee has agreed to take the same upon the terms and conditions hereinafter contained.
D. The Landlord, whose consent is required for the assignment of the Lease, has agreed to consent to this assignment and joins in the execution of this Deed for that purpose.
E. The consideration for this assignment is the sum of ________ (the "Consideration"), the receipt of which the Assignor hereby acknowledges.
NOW THIS DEED WITNESSETH that in consideration of the premises and the mutual covenants of the Parties herein contained, the Parties hereby agree as follows:
§ 1. ASSIGNMENT OF LEASEHOLD INTEREST
1.1. In consideration of the Consideration paid by the Assignee to the Assignor (the receipt of which the Assignor hereby acknowledges), the Assignor as beneficial owner HEREBY ASSIGNS, TRANSFERS AND CONVEYS unto the Assignee ALL the right, title, estate and interest of the Assignor in and to the Lease and the Demised Premises, TO HOLD the same unto the Assignee for all the unexpired residue of the term granted under the Lease, subject to the rent reserved and the covenants and conditions contained in the Lease.
1.2. This assignment shall take effect from the date of the Landlord's written consent first being obtained (the "Effective Date") and shall subsist for the unexpired residue of the term up to and including the Expiration Date.
§ 2. ASSUMPTION OF OBLIGATIONS
2.1. With effect from the Effective Date, the Assignee shall assume and be bound by all the rights, liabilities, covenants, terms and conditions binding upon the Assignor under the Lease.
2.2. The Assignee covenants to pay the rent reserved under the Lease, together with all fees, rates, charges and outgoings payable in respect of the Demised Premises, and to observe and perform all the covenants, terms and conditions contained in the Lease and on the part of the tenant to be observed and performed.
2.3. The Assignee covenants with the Assignor to indemnify and keep the Assignor indemnified against all actions, claims, demands, liabilities, costs and expenses arising from any breach, non-observance or non-performance by the Assignee of the covenants, terms and conditions of the Lease accruing on or after the Effective Date.
§ 3. ASSIGNOR'S WARRANTIES AND COVENANTS
The Assignor hereby warrants, covenants and represents to the Assignee as follows:
(a) the Assignor's interest in the Lease and the Demised Premises is valid and subsisting, is free from any encumbrance, charge or lien, and is not subject to any adverse claim of any third party;
(b) the Assignor has the full legal capacity, power and authority to enter into, execute, deliver and perform its obligations under this Deed and to assign the Lease as contemplated herein;
(c) as at the Effective Date, there are no sums due or owing by the Assignor under the Lease and there is no subsisting breach of, or condition of default under, the Lease;
(d) the Lease is in full force and effect and has not been surrendered, forfeited, varied or determined; and
(e) the Assignor has obtained, or shall procure on or before the Effective Date, the written consent of the Landlord to this assignment.
§ 4. LIABILITY AND BREACH
4.1. Nothing in this Deed shall relieve the Assignor of liability for any breach of the covenants, terms or conditions of the Lease occurring prior to the Effective Date.
4.2. In the event of any breach by the Assignee of the covenants under the Lease, the Landlord shall be entitled to exercise all rights and remedies available to it under the Lease and under the applicable law, including the right to recover accrued rent, to recover possession of the Demised Premises in accordance with the procedure prescribed by the applicable tenancy and recovery of premises legislation, and to remedy any default of the Assignee.
4.3. The Assignee covenants to pay damages for any loss, damage or costs incurred by the Landlord and/or the Assignor as a consequence of any breach by the Assignee, and to indemnify and hold the Landlord and the Assignor harmless from and against all actions, claims, liabilities, costs and expenses arising therefrom.
§ 5. LANDLORD'S CONSENT
5.1. This assignment is subject to the prior written consent of the Landlord as required under the terms of the Lease and the applicable law.
5.2. The Assignor shall obtain the Landlord's written consent to this assignment on or before the Effective Date, and this Deed shall not take effect until such consent has been duly obtained.
5.3. The Landlord, by executing this Deed (or by separate written instrument of consent annexed hereto), hereby consents to the assignment of the Lease and the unexpired residue of the term by the Assignor to the Assignee upon the terms and conditions contained herein, and confirms that such consent shall not be deemed a waiver of any of the Landlord's rights under the Lease.
§ 6. GOVERNING LAW AND DISPUTE RESOLUTION
6.1. This Deed shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.
6.2. Any dispute, controversy or claim arising out of or in connection with this Deed shall, in the first instance, be resolved amicably by the Parties. Where such dispute is not resolved within thirty (30) days, the same shall be referred to and finally determined by the courts of competent jurisdiction sitting in ________.
§ 7. MISCELLANEOUS
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(c) Cumulative Rights: The rights and remedies of the Parties under this Deed are cumulative and not exclusive of any rights or remedies provided by law.
(d) Headings: Headings in this Deed are for convenience only and shall not affect the construction or interpretation of this Deed.
(e) Waiver: No waiver of any provision of this Deed shall be effective unless in writing and signed by the Party granting the waiver. No delay or omission in exercising any right shall operate as a waiver thereof.
(f) Severability: If any provision of this Deed is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
(g) Further Assurance: The Parties shall execute and deliver all such further documents and do all such further acts as may be necessary or incidental to give full effect to the provisions of this Deed.
(h) 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.
(i) Counterparts: This Deed may be executed in any number of counterparts, each of which when executed shall be 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
________
_________________________
in the presence of:
Name: ________
Address: ________
Occupation: ________
Signature: ..........................................................................................................
SIGNED, SEALED AND DELIVERED by the within-named Assignee
________
__________________________
in the presence of:
Name: ________
Address: ________
Occupation: ________
Signature: ..........................................................................................................
SIGNED, SEALED AND DELIVERED by the within-named Landlord (in token of consent)
________
__________________________
in the presence of:
Name: ________
Address: ________
Occupation: ________
Signature: ..........................................................................................................
FRANKING: This Deed was prepared by:
Name of Legal Practitioner/Firm: ________
Address: ________