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
(a). The assignee covenants that, from the date of this deed until the earlier of the term of the lease or until the Assignee is released from the tenant covenant imposed by the Landlord and Tenant (Covenants) Act 1995, it will pay the Rent and any VAT payable on it and observe and perform the Lease Obligations and indemnify the Assignor against all proceedings, costs, claims and expenses arising because of any failure to do so.
(b). By an indemnity only, the Assignee covenants with the Assignor that it will observe and perform the changes, encumbrances, covenants and restrictions contained or referred to in the Title Documents for as long as they are subsisting and capable of taking effect. The Assignee shall also keep the Assignor indemnified against all proceedings, costs, claims and expenses arising from any failure to do so.
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. 585585 828552585
(a). 5588 5225 82282825228 252 222852 525222222 8228222 252 2552828 525 25228 2528252282 2825 588 25288258 58885888228, 82552822252282, 222228528228, 555522222228, 52525825258228 525 5252222228 8228222 2522 52852822 22 828 8582282 252225.
(b). 552 88882222 525282 582228825228 2552 82 22225822 2588 5225, 82 5228 222 5282 22 522 52252822252822 25 85555222 (82228222 25 222882222) 58852 2522 25282 85885 552:
(I). 822258225 82 2588 5225; 25
(II). 52258825 82 522 8582222 82552822252282 25 528222828 2552 252 88882225'8 8228225282 558 25288525 22 522 8582222 228585828 558825 82 252 88882222'8 8228225282 822252 252 5522 22 2588 5225.
(c). 552 885888822 225 25555 85588 222 82 25885525 82 52225822 822258225 82 2588 885582.
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)
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
(a). The assignee covenants that, from the date of this deed until the earlier of the term of the lease or until the Assignee is released from the tenant covenant imposed by the Landlord and Tenant (Covenants) Act 1995, it will pay the Rent and any VAT payable on it and observe and perform the Lease Obligations and indemnify the Assignor against all proceedings, costs, claims and expenses arising because of any failure to do so.
(b). By an indemnity only, the Assignee covenants with the Assignor that it will observe and perform the changes, encumbrances, covenants and restrictions contained or referred to in the Title Documents for as long as they are subsisting and capable of taking effect. The Assignee shall also keep the Assignor indemnified against all proceedings, costs, claims and expenses arising from any failure to do so.
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. 585585 828552585
(a). 5588 5225 82282825228 252 222852 525222222 8228222 252 2552828 525 25228 2528252282 2825 588 25288258 58885888228, 82552822252282, 222228528228, 555522222228, 52525825258228 525 5252222228 8228222 2522 52852822 22 828 8582282 252225.
(b). 552 88882222 525282 582228825228 2552 82 22225822 2588 5225, 82 5228 222 5282 22 522 52252822252822 25 85555222 (82228222 25 222882222) 58852 2522 25282 85885 552:
(I). 822258225 82 2588 5225; 25
(II). 52258825 82 522 8582222 82552822252282 25 528222828 2552 252 88882225'8 8228225282 558 25288525 22 522 8582222 228585828 558825 82 252 88882222'8 8228225282 822252 252 5522 22 2588 5225.
(c). 552 885888822 225 25555 85588 222 82 25885525 82 52225822 822258225 82 2588 885582.
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)
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