Deed of Assignment - Commercial Lease - Template Form

DEED OF ASSIGNMENT OF COMMERCIAL LEASE

This deed is dated ________

PARTIES

Party 1

________, a company incorporated and registered in England and Wales with Company Number ________ whose registered office address is at (the Assignor):

________

Party 2

________, a company incorporated and registered in England and Wales with Company Number ________ whose registered office address is at (the Assignee):

________

BACKGROUND

I. The remainder of the term under the Lease is vested in the Assignor.

II. The Assignor has agreed to assign the Lease to the Assignee on the terms contained in this deed.

III. The Landlord's consent is not a requirement for assignment under the Lease.

AGREED TERMS

1. Interpretation

Contract: a contract for the assignment of the Lease dated ________, made between ________ and ________.

Lease: a lease dated ________, between ________ (the Landlord) and ________ (the Tenant) and ________ (the Guarantor) relating to the property:

________

Lease Obligations: the tenant covenant and all the terms and conditions contained or referred to in the Lease.

Premium: the sum of £________ (________) (exclusive of VAT).

Property: the property located at the address:

________

Rent: the rent reserved by the Lease.

VAT: value added tax chargeable in the UK.

(a). The headings of Clauses in this deed shall not affect the interpretation of this deed.

(b). A reference to the Lease includes any deed, licence, consent, approval or any other instrument that is supplemental to it.

(c). A reference to the Property includes the whole and any part of it.

(d). Tenant covenant has the same definition under the Landlord and Tenant (Covenants) Act 1995.

(e). A person also refers to a natural person, corporate or unincorporated body (regardless of its separate legal personality).

(f). Unless required otherwise in the context used, words in the singular shall include the plural and words in the plural shall include the singular.

(g). A reference to legislation or a legislative provision is a reference to the amended version, extended version or re-enacted version from time to time.

(h). Any obligation requiring a party to not do something also includes an obligation to not allow such a thing to be done.

2. ASSIGNMENT

(a). On account of the Assignee's payment of the Premium to the Assignor (of which the Assignor acknowledges receipt), the Assignor assigns the Property to the Assignee for the remainder of the unexpired term of the Lease, subject to the payment of the Rent and adhering to the Lease Obligations.

(b). The Assignee shall pay the Premium via bank transfer to the following bank account:

________

(c). The Assignee shall pay the Premium to the Assignee using the agreed payment method on ________.

(d). The Property shall be assigned without any adverse right or claim affecting its use or transfer, except the following:

(I). any matters, except financial charges, that are contained or referred to in the entries or records made in any registers maintained by the Land Charges Department of HM Land Registry as at ________;

(II). all matters that are contained or referenced in the Lease;

(III). any matters that can be discovered by inspecting the Property before the date of this deed.

(IV). any matters which the Assignor is not, nor could it be aware of;

(V). any matters which have been disclosed or which would have been disclosed by the searches and enquiries which a prudent Assignee would have made before entering this deed;

(VI). any notice, order or proposal given or made (before or after the date of this deed) by a body acting on statutory authority;

(VII). any matters which are, or (in the case of a Lease that will be unregistered) would be, unregistered interests which override first registration under Schedule 1 of the Land Registration Act 2002; and

(VIII). any matters disclosed in the Title Documents.

3. GUARANTEE OF TITLE

(a). The Property comes assigned with full title guarantee.

(b). The implied covenant set out in section 4(1)(b) of the LPMPA 1994 shall not extend to any breach of the Lease relating to the physical state or condition of the Property.

(c). For the purposes of section 6(2) of the LPMPA 1994, and notwithstanding section 6(3) of the LPMPA 1994, all matters which have been recorded in publicly accessible registers, at the date of this deed, shall be deemed to be within the Assignee's actual knowledge.

4. INDEMNITY

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5. COSTS

(a). Upon the completion of this deed, the Assignee shall make sure to pay £________ towards:

(I). the Assignor's legal costs; and

(II). any disbursements incurred in connection with the assignment of the lease.

6. VAT

(a). Every amount identified as payable by a party to the other party under this deed shall be exclusive of any applicable VAT.

(b). Where there is VAT chargeable on any supply made under this deed, the party receiving the supply shall, subject to receipt of a valid VAT invoice, pay the party the supplier an amount equal to that VAT as additional consideration on the date that the supply is made.

7. NOTICES

(a). Any notice given to a party under or in connection with this deed shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).

(b). Any notice shall be deemed to have been received: if delivered by hand, at the time the notice is left at the proper address; or if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second business day after posting.

(c). This Clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

(d). A notice given under this deed is not valid if sent by email.

(e). In proving service of a notice, it shall be sufficient to prove that delivery was made or that the envelope containing the notice was properly addressed and posted.

8. RIGHTS OF THIRD PARTIES

This deed does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this deed.

9. GOVERNING LAW

This deed 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.

10. JURISDICTION

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this deed or its matter or formation.

Executed as a deed by the Assignor acting by:

________, ________

_______________________

________, ________

_______________________

(the Assignor)

Executed as a deed by the Assignee acting by:

________, ________

______________________

________, ________

______________________

________

(the Assignee)