Consent for Subleasing of Commercial Premises - Form Pro · UK-law

LANDLORD'S LICENCE TO SUBLET PREMISES

(Granted as a Deed)

THIS LICENCE TO SUBLET (this "Licence") is made as a deed on ________

BETWEEN:

(1) ________, a company incorporated and registered in England and Wales with company number ________ whose registered office is at ________ (the "Landlord");

(2) ________, a company incorporated and registered in England and Wales with company number ________ whose registered office is at ________ (the "Tenant" or "Sublandlord"); and

(3) ________, a company incorporated and registered in England and Wales with company number ________ whose registered office is at ________ (the "Subtenant"),

each a "party" and together the "parties".

1. BACKGROUND

1.1 The Landlord is the owner of the freehold (or, where applicable, the superior leasehold) interest in the property situate at ________, registered at HM Land Registry under title number ________ (the "Premises").

1.2 By a lease dated ________ made between the Landlord (1) and the Tenant (2) (the "Lease"), the Premises were demised to the Tenant for a term of ________ at the rents and upon the covenants and conditions therein reserved and contained, the demised premises being described as: ________.

1.3 By a sublease dated ________ made (or proposed to be made) between the Tenant and the Subtenant (the "Sublease"), the Tenant has agreed to sublet to the Subtenant the whole of the Premises, shown edged red on the plan annexed hereto (the "Subleased Premises").

1.4 The Lease contains a covenant requiring the Tenant to obtain the Landlord's consent before subletting the Premises. By section 19(1) of the Landlord and Tenant Act 1927 such consent is not to be unreasonably withheld, and the Landlord is subject to the duties imposed by the Landlord and Tenant Act 1988 in relation to applications for consent.

1.5 The Tenant has applied to the Landlord for consent to the subletting of the Subleased Premises to the Subtenant, and the Landlord has agreed to grant its consent upon the terms and conditions set out in this Licence.

2. DEFINITIONS AND INTERPRETATION

2.1 Words and expressions defined in the Lease shall, unless the context otherwise requires, bear the same meanings in this Licence.

2.2 Reference to any statute or statutory provision includes any subordinate legislation made under it and any modification or re-enactment of it for the time being in force.

2.3 The Schedule and any annexed plans form part of this Licence and shall have effect as if set out in full in the body of this Licence.

3. GRANT OF LICENCE

3.1 In consideration of the covenants given by the Tenant and the Subtenant in this Licence, the Landlord consents to the subletting by the Tenant of the Subleased Premises to the Subtenant upon the terms of the Sublease, subject to and conditional upon the matters set out in clause 9.

3.2 This consent extends only to the subletting effected by the Sublease and to no other matter or dealing whatsoever. A true and complete copy of the Sublease is annexed to this Licence.

4. SUBLEASE SUBJECT TO THE LEASE

4.1 The Sublease shall at all times be subject and subordinate to the Lease, and nothing in the Sublease or this Licence shall be construed as varying, waiving or releasing any of the terms of the Lease.

4.2 In the event of any conflict or inconsistency between the provisions of the Lease and the provisions of the Sublease, the provisions of the Lease shall prevail.

5. TENANT REMAINS LIABLE UNDER THE LEASE

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5.2 The granting of this Licence shall in no way release, discharge or diminish the Tenant's liabilities or obligations under the Lease, and the Tenant shall continue to be bound by the Lease throughout its term as if this Licence had not been granted.

5.3 The Tenant shall procure that the Subtenant observes and performs the terms of the Sublease and the relevant provisions of the Lease, and shall be responsible to the Landlord for any act, omission or default of the Subtenant as if it were the act, omission or default of the Tenant.

6. SUBTENANT'S DIRECT COVENANTS

6.1 The Subtenant covenants with the Landlord that, throughout the term of the Sublease, it will observe and perform all the covenants, conditions and obligations contained in the Lease (other than the covenant to pay the rents reserved by the Lease) insofar as they relate to the Subleased Premises and are not inconsistent with the Sublease.

6.2 This covenant is given without prejudice to, and shall not diminish, the continuing liability of the Tenant under the Lease.

7. EXTENT OF AND LIMIT TO CONSENT

7.1 This Licence is strictly limited to the Tenant's subletting of the Subleased Premises to the Subtenant under the Sublease.

7.2 Nothing in this Licence affects the Landlord's right under the Lease to grant or withhold consent (subject to any statutory qualification) in respect of any other matter relating to the Premises, including without limitation:

(a) proposed alterations to the Premises or the Subleased Premises;

(b) proposed improvements to the Premises or the Subleased Premises;

(c) any assignment of the Lease or the Sublease;

(d) any variation of the Lease or the Sublease (including any extension or shortening of the term or any change to the extent of the demise); or

(e) any further underletting, charging or other dealing by either the Tenant or the Subtenant.

8. DETERMINATION OF THE LEASE

8.1 If the Lease is for any reason surrendered, forfeited, determined or otherwise comes to an end before the expiry or sooner determination of the Sublease, the Sublease shall determine simultaneously and automatically, without prejudice to any antecedent rights or remedies of any party.

9. CONDITIONS TO THIS LICENCE

This Licence and the Sublease shall not take effect, and the Subtenant shall not take possession or occupation of the Subleased Premises, unless and until each of the following conditions has been satisfied:

(a) the Landlord has received an original executed counterpart of the Sublease;

(b) the Landlord has received evidence of the Subtenant's insurance in the form required by the Sublease and the Lease;

(c) payment to the Landlord of the sum of £________ (________) due under clause ________ of the Lease; and

(d) payment to the Landlord's solicitors, ________, of the sum of £________ (________) in respect of the Landlord's legal costs under clause ________ of the Lease.

If the conditions set out in this clause 9 have not been satisfied within ________ days of the date of this Licence (inclusive of the date hereof), this Licence shall be deemed void and of no further force or effect.

10. LANDLORD'S COSTS

10.1 The Tenant shall pay to the Landlord on demand all costs payable under the Lease in respect of the application for consent and the grant of this Licence.

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11. NO FURTHER VARIATION OF THE SUBLEASE

Save with the prior written consent of the Landlord (which the Landlord may grant or withhold in its absolute discretion), neither the Tenant nor the Subtenant shall vary, amend, supplement or surrender the Sublease.

12. NOTICES

12.1 Any notice given under this Licence shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or other next working day delivery service to the relevant party at its registered office (or such other address as that party may notify in writing).

12.2 The Tenant and the Subtenant shall, at the same time, copy to the Landlord any notice given by one to the other in connection with the Sublease.

12.3 Notices to the Landlord shall be sent to: ________.

12.4 This clause does not apply to the service of any proceedings or other documents in any legal action.

13. THIRD PARTY RIGHTS

Save as expressly provided in this Licence, a person who is not a party to this Licence shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

14. ENTIRE AGREEMENT

This Licence constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

15. SEVERANCE

15.1 If any provision or part-provision of this Licence is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable; if such modification is not possible, the relevant provision or part-provision shall be deemed deleted, without affecting the validity and enforceability of the rest of this Licence.

15.2 The parties shall negotiate in good faith to agree a replacement provision that, as closely as possible, achieves the intended commercial result of the original provision.

16. COUNTERPARTS

16.1 This Licence may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original, and all the counterparts together shall constitute one and the same instrument. Transmission of an executed counterpart by email (in PDF or other agreed format) shall take effect as delivery of an executed counterpart.

16.2 Notwithstanding clause 16.1, each party shall deliver its original executed counterpart to the other parties no later than ________ days after the date of this Licence.

17. GOVERNING LAW AND JURISDICTION

17.1 This Licence and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

17.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.

IN WITNESS WHEREOF this Licence has been executed as a deed and is delivered on the date stated at the beginning of it.

EXECUTED as a DEED by the LANDLORD, ________, acting by:

________, ________

Signature: ______________________

________, ________

Signature: ______________________

EXECUTED as a DEED by the TENANT, ________, acting by:

________, ________

Signature: ______________________

________, ________

Signature: ______________________

EXECUTED as a DEED by the SUBTENANT, ________, acting by:

________, ________

Signature: ______________________

________, ________

Signature: ______________________

Note: Where a company executes by a single director, the signature must be witnessed by an independent witness who shall sign and provide their name, address and occupation in accordance with section 44 of the Companies Act 2006.