Sublease Agreement - Commercial Lease - Template Form Pro · UK-law
✓ Valid in United Kingdom · drafted to comply with local law
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COMMERCIAL SUBLEASE AGREEMENT
(Executed as a deed)
THIS SUBLEASE is made as a deed on ________
PARTIES
(1) ________, a company incorporated and registered in England and Wales with company number ________ whose registered office is at:
________
(the Sublandlord);
(2) ________, a company incorporated and registered in England and Wales with company number ________ whose registered office is at:
________
(the Subtenant); and
(3) ________, a company incorporated and registered in England and Wales with company number ________ whose registered office is at:
________
(the Guarantor).
BACKGROUND
(A) By a lease dated ________ (the Original Lease) made between ________ (the Landlord) and the Sublandlord, the premises described below were demised to the Sublandlord for the residue of a term expiring on ________ at the rents and subject to the covenants and conditions reserved and contained in it.
________
(the Subleased Premises).
(B) The Sublandlord has agreed to grant to the Subtenant a sublease of the Subleased Premises on the terms set out in this Sublease.
(C) The Landlord has consented, or will consent prior to completion, to the grant of this Sublease as required by the Original Lease.
(D) The Guarantor has agreed to guarantee the obligations of the Subtenant under this Sublease.
(E) This Sublease is a new tenancy for the purposes of section 1 of the Landlord and Tenant (Covenants) Act 1995.
AGREED TERMS
1. DEFINITIONS AND INTERPRETATION
1.1 In this Sublease, the following definitions apply:
"Act" means any Act of Parliament and any subordinate legislation made under it, in each case as amended, re-enacted or replaced from time to time.
"Additional Rent" means all sums (other than the Rent) payable by the Subtenant to the Sublandlord under this Sublease.
"Business Day" means a day (other than a Saturday, Sunday or public holiday) on which clearing banks are generally open for business in London.
"Consent" means the Landlord's written consent to the grant of this Sublease, granted on ________.
"Notice" means any notice, notification, demand or request given or made under or in connection with this Sublease.
"Original Lease" means the lease dated ________ made between the Landlord and the Sublandlord referred to in Recital (A), including any deed or document supplemental to it.
"Permitted Use" means the use permitted under the Original Lease and any other use to which the Landlord and the Sublandlord have given their prior written consent.
"Rent" means the rent reserved by clause 3.
"Rent Commencement Date" means ________.
"Sublease" means this deed of sublease.
"Subleased Premises" means the land and building known as:
________.
"Term" means the term of years granted by this Sublease, commencing on the Term Start Date and ending on the Term End Date (subject to earlier determination).
"Term Start Date" means ________.
"Term End Date" means ________.
1.2 Clause and schedule headings do not affect interpretation. A reference to a clause is to a clause of this Sublease.
1.3 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time, and includes all subordinate legislation made under it.
1.4 Any words following the terms "including", "include", "in particular" or "for example" are illustrative and do not limit the sense of the words preceding those terms.
1.5 Obligations undertaken by more than one person are joint and several obligations.
2. GRANT AND DEMISE
2.1 In consideration of the Rent and the Subtenant's covenants in this Sublease, the Sublandlord with full title guarantee sublets the Subleased Premises to the Subtenant for the Term.
2.2 The grant is made together with the rights granted by, and except and reserving the rights reserved by, and subject to the covenants, conditions and other matters contained in the Original Lease so far as they relate to the Subleased Premises.
3. RENT
3.1 The Subtenant shall pay to the Sublandlord during the Term the sum of \u00a3________ (________) per annum, payable ________ in advance on ________.
3.2 The Rent shall be payable with effect from the Rent Commencement Date.
3.3 The Subtenant shall pay the Rent and Additional Rent by bank transfer to the following account (or such other account as the Sublandlord may notify in writing):
________
3.4 All payments shall be made without any deduction, set-off or counterclaim, except as required by law.
3.5 If and to the extent that VAT is chargeable on any supply made under this Sublease, the Subtenant shall pay the VAT in addition on production of a valid VAT invoice.
4. TERM
4.1 The Term shall commence on the Term Start Date (________) and, unless determined earlier, shall expire on the Term End Date (________).
4.2 This Sublease and all of its provisions are subject to the terms, covenants, restrictions and conditions of the Original Lease, and the Term must expire at least three days before the expiry of the term granted by the Original Lease.
5. PERMITTED USE
5.1 The Subtenant, its agents and employees shall not use the Subleased Premises otherwise than for the Permitted Use.
5.2 The Subtenant shall:
(a) comply with all covenants, conditions and other provisions of the Original Lease so far as they relate to the Subleased Premises; and
(b) not do or omit to do anything that would or might cause the Sublandlord to be in breach of the Original Lease.
6. UTILITIES AND OUTGOINGS
6.1 The Subtenant shall pay all charges for gas, electricity, water, telecommunications and other utilities and services consumed at or relating to the Subleased Premises during the Term, together with all standing charges, that would otherwise be payable by the Sublandlord under the Original Lease.
6.2 The Subtenant shall pay all existing and future rates, taxes, assessments and outgoings charged on or in respect of the Subleased Premises.
7. REPAIR AND CONDITION
The Subtenant shall:
(a) keep the Subleased Premises in good and substantial repair and condition and clean and tidy throughout the Term;
(b) notify the Sublandlord and the Landlord promptly of any disrepair, defect or matter requiring repair as it arises; and
(c) at the end of the Term yield up the Subleased Premises in a state and condition consistent with the proper performance of the Subtenant's covenants in this Sublease.
8. RENT DEPOSIT
8.1 The Subtenant shall pay to the Sublandlord the sum of \u00a3________ (________) (the Deposit) by way of security for the performance of the Subtenant's obligations and against any damage to the Subleased Premises.
8.2 The Sublandlord may apply the Deposit, or part of it, towards remedying any breach by the Subtenant of its obligations under this Sublease, including arrears of Rent or Additional Rent and the cost of any repairs or cleaning.
8.3 Provided the Subtenant has performed its obligations and yielded up the Subleased Premises in the required condition (fair wear and tear excepted), the Sublandlord shall, within 30 days of the end of the Term, repay the Deposit (or the balance remaining after any permitted deductions).
8.4 The Sublandlord shall provide written details of any sums retained from the Deposit within 30 days of the end of the Term.
9. INSURANCE
9.1 The Subtenant shall bear the cost of, or reimburse the Sublandlord for, all insurance corresponding to that required of the Sublandlord under the Original Lease, and shall procure that the Sublandlord and the Landlord are noted as additional insured or interested parties on all relevant policies.
9.2 The Subtenant shall, on taking out or renewing any such insurance, supply evidence of the insurance and of payment of the premium to the Sublandlord and the Landlord on request.
10. ALTERATIONS AND IMPROVEMENTS
The Subtenant shall not make any alterations, additions, decorations or improvements to the Subleased Premises without the prior written consent of the Sublandlord and the Landlord (where required under the Original Lease).
11. RATES AND TAXES
11.1 The Subtenant shall pay all taxes, business rates and other similar charges assessed against:
(a) the Subtenant's business;
(b) the Subleased Premises; and
(c) any property of the Subtenant on or about the Subleased Premises.
11.2 The Subtenant shall make all such payments promptly so as to avoid any interest, late-payment charges or penalties affecting the Subleased Premises.
12. EVENTS OF DEFAULT
Each of the following is an Event of Default and a breach by the Subtenant of its obligations under this Sublease:
(a) the Subtenant fails to pay the whole or any part of the Rent or any Additional Rent when due, whether formally demanded or not, and any applicable grace period has expired;
(b) the Subtenant fails to perform or observe any of its obligations under this Sublease or the Original Lease;
(c) the Subtenant is or becomes insolvent within the meaning of the Insolvency Act 1986, or a petition is presented or order made or resolution passed for its winding up, administration, bankruptcy or dissolution, or a receiver, administrator or liquidator is appointed over it or any of its assets;
(d) the Subtenant abandons or vacates the whole or any part of the Subleased Premises;
(e) the Subtenant uses or permits the use of the Subleased Premises for any unpermitted or unlawful purpose;
(f) the Subtenant fails to commence, diligently pursue or complete any works it is required to carry out under this Sublease;
(g) the whole or part of the Subleased Premises is damaged or destroyed by fire or other casualty caused by the negligence of the Subtenant or its agents or employees; or
(h) any other event of default specified in the Original Lease or arising under the Act.
13. REMEDIES ON DEFAULT
13.1 On the occurrence of any Event of Default the Sublandlord may exercise any one or more of the remedies in this clause, in addition to any other remedy available under the Original Lease, the Act or otherwise at law.
13.2 The Sublandlord may, by written notice to the Subtenant, re-enter the Subleased Premises or any part of them in the name of the whole, whereupon the Term shall absolutely determine, but without prejudice to any right or remedy of the Sublandlord in respect of any antecedent breach by the Subtenant of its obligations.
13.3 The Sublandlord may recover from the Subtenant all arrears of Rent and any other sums due under this Sublease, together with interest at the rate of 4% per annum above the base lending rate of the Sublandlord's bank from time to time, calculated from the due date until the date of actual payment.
13.4 The Sublandlord may perform any obligation which the Subtenant has failed to perform and recover from the Subtenant, as Additional Rent, all costs and expenses reasonably incurred in doing so.
13.5 The Subtenant shall indemnify the Sublandlord against all losses, claims, damages, costs and expenses (including reasonable legal fees) suffered or incurred as a result of or in connection with any Event of Default.
13.6 No failure or delay by the Sublandlord in exercising any right or remedy shall operate as a waiver of that or any other right or remedy, nor shall any single or partial exercise prevent the further exercise of that or any other right or remedy.
14. YIELDING UP
14.1 On the expiry or earlier determination of the Term the Subtenant shall:
(a) give up occupation of the Subleased Premises; and
(b) yield up the Subleased Premises in as good a state and condition as at the commencement of the Term, fair wear and tear and damage by insured risks excepted.
14.2 The Subtenant shall remove all its tenant's and trade fixtures and loose contents and make good any damage caused by such removal.
15. ALIENATION
The Subtenant shall not assign, underlet, charge, part with or share possession or occupation of the whole or any part of the Subleased Premises without the prior written consent of the Sublandlord and the Landlord (where required).
16. GUARANTEE
16.1 In consideration of the Sublandlord granting this Sublease, the Guarantor guarantees to the Sublandlord that the Subtenant will pay the Rent and Additional Rent and perform all of its obligations under this Sublease, and the Guarantor shall indemnify the Sublandlord against all losses arising from any failure by the Subtenant to do so.
16.2 The Guarantor's liability shall not be released or diminished by any time or indulgence granted to the Subtenant, any variation of the terms (subject to section 18 of the Landlord and Tenant (Covenants) Act 1995), or any other act, omission or matter that would otherwise release a guarantor.
17. NOTICES
17.1 Any Notice to the Sublandlord shall be in writing and delivered by hand or sent by pre-paid first class post or special delivery to:
________
17.2 Any Notice to the Subtenant shall be in writing and delivered by hand or sent by pre-paid first class post or special delivery to:
________
17.3 A Notice is deemed served: if sent by pre-paid first class post or special delivery, on the second Business Day after posting; or if delivered by hand, at the time of delivery to or leaving at the relevant address.
17.4 A Notice deemed served on a day that is not a Business Day, or after 5.00 pm on a Business Day, is deemed served at 9.00 am on the next Business Day.
17.5 Service by fax or e-mail is not valid service under this Sublease. This clause does not apply to the service of documents in legal proceedings.
18. THE ORIGINAL LEASE
18.1 Except where this Sublease expressly provides otherwise, the Subtenant shall observe and perform all of the Sublandlord's covenants and obligations under the Original Lease from the Term Start Date to the Term End Date.
18.2 Except where this Sublease expressly provides otherwise, the Sublandlord shall have, as against the Subtenant, the like rights and remedies as the Landlord has against the Sublandlord under the Original Lease.
18.3 This Sublease may be varied only by a written instrument signed by all the parties or their respective successors in title.
18.4 This Sublease is granted subject to and with the benefit of the Original Lease, a copy of which has been or will be supplied to the Subtenant, who is deemed to have full knowledge of its provisions.
19. THIRD PARTY RIGHTS
A person who is not a party to this Sublease shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms, save that the Landlord may enforce the benefit of any covenant expressed to be made with it.
20. SEVERANCE
20.1 If any provision of this Sublease conflicts with a mandatory provision of the Act, the Act shall prevail and the conflicting provision shall be amended or deleted to the minimum extent necessary to comply, and this Sublease incorporates any provision required by the Act to be incorporated.
20.2 If any provision (or part of a provision) is held to be invalid or unenforceable, it shall be deemed deleted to the extent necessary, and the remaining provisions shall continue in full force and effect.
21. GOVERNING LAW AND JURISDICTION
22. GENERAL
22.1 Each party shall bear its own costs of and incidental to the negotiation, preparation and execution of this Sublease, save that the Subtenant shall pay the Sublandlord's reasonable and proper costs in connection with any breach by the Subtenant.
22.2 The Sublandlord and the Landlord (and persons authorised by them) may, on giving not less than 24 hours' prior written notice (except in an emergency), enter the Subleased Premises to:
(a) inspect their state and condition;
(b) carry out maintenance; or
(c) perform any obligation to repair.
22.3 This Sublease shall be binding on and enure for the benefit of the parties and their respective successors in title and permitted assigns.
22.4 Any sum payable by the Subtenant to the Sublandlord under this Sublease (other than the Rent) shall be Additional Rent recoverable as rent in arrear.
22.5 This Sublease may be executed in counterparts, each of which when executed and delivered shall constitute an original, and all of which together shall constitute one deed.
22.6 Time shall be of the essence in relation to any date or period stated in this Sublease.
22.7 Nothing in this Sublease creates any relationship of agency, partnership or joint venture between the parties, who are independent of one another.
22.8 This Sublease shall not become binding until it has been executed and exchanged by all parties and the Landlord's Consent has been obtained.
EXECUTION
Executed as a deed by ________ (the Sublandlord) acting by:
______________________
________, Director (________)
______________________
________, Director / Secretary (________)
Date: ________
Executed as a deed by ________ (the Subtenant) acting by:
______________________
________, Director (________)
______________________
________, Director / Secretary (________)
Date: ________
Executed as a deed by ________ (the Guarantor) acting by:
______________________
________, Director (________)
______________________
________, Director / Secretary (________)
Date: ________
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