Consent of Assignment
This Consent of Assignment is intended to be used to consent to assign rights
ocstoc Legal Agreements
and obligations under a lease to third party. This document is intended to ensure
proper timing with regard to transfer of rights and liabilities under the lease.
ALL INFORMATION AND FORMS ARE PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED
WARRANTY, INCLUDING AS TO LEGAL EFFECT OR COMPLETENESS. They are for guidance and should be
modified by you or your attorney to meet your specific needs and the laws of your state. Use at your own
risk. Docstoc, its employees or contractors who wrote or modified any form, are NOT providing legal or any other
kind of advice and are not creating or entering into an Attorney-Client relationship. The information and forms
®
are not a substitute for the advice of your own attorney. Subject to our Terms of Service
(http://www.docstoc.com/popterm.aspx?page_id=15). See back cover page and read more here
(http://www.docstoc.com/popterm.aspx?page_id=114) for additional disclaimers and more. This document is
not approved, endorsed by, or affiliated with any State, or governmental or licensing entity.
Entire document © Docstoc, Inc., 2010, 2011
© Copyright 2011 Docstoc Inc. registered document proprietary, copy not 1
Attorney Drafted
CONSENT OF ASSIGNMENT
This Consent of Assignment (“Assignment”) is entered into as of _____ [Month] _____ [Date],
20_____, by and between ___________________________________ [Instruction: Insert the name of
assignor] (hereinafter referred to as “Assignor”) and ___________________________________
[Instruction: Insert the name of assignee] (hereinafter referred to as “Assignee”). For the
purpose of this Agreement, Assignor and Assignee are sometimes individually referred to
as the “Party” and collectively referred to as the “Parties”.
WITNESSETH
WHEREAS, Assignor is a Party to that certain Lease dated _____ [Month] _____ [Date],
20_____, with ___________________________________ [Instruction: Insert the name of the
landlord under lease] as landlord, (the “Lease”).
WHEREAS, Assignor desires to assign all right, title and interest of Assignor in and to the
Lease to Assignee, and Assignee desires to accept such assignment and assume all
obligations of Assignor under the Lease, effective 12:01 a.m. on the date hereof (“Effective
Time”).
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants herein
contained and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties hereto agree as follows:
1. CONSENT TO ASSIGNMENT BY ASSIGNOR.
Assignor hereby consents to transfer, assign and set over to Assignee all right, title and
interest of Assignor in and to the Lease as of the Effective Time of this Assignment, and
such transfer is permitted under the Lease. Assignor shall remain liable for all
obligations relating to the Lease which arose or accrued prior to the Effective Time, and
Assignor hereby indemnifies and agrees to defend and hold harmless Assignee and its
trustees, officers, directors, partners, shareholders, members, employees, agents and
© Copyright 2011 Docstoc Inc. registered document proprietary, copy not 2
their successors and assigns, from and against any and all losses, liabilities, damages,
costs and expenses, including reasonable attorneys’ and other professionals’ fees
(including a reasonable estimate of the allocable costs of in-house legal counsel and
staff) (all such claims, losses, liabilities, damages, costs and expenses are “Losses”)
incurred, paid or required under penalty of law to be paid by Assignee by reason of the
failure of Assignor to fulfill, perform or discharge any or all of the various commitments,
obligations and liabilities of Assignor under the Lease which arose prior to the Effective
Time.
2. ACCEPTANCE AND ASSUMPTION BY ASSIGNEE.
Assignee hereby accepts the foregoing assignment of all right, title and interest of
Assignor in and to the Lease and assumes and agrees to make all future payments as
they come due under the Lease and to perform and observe all the agreements,
covenants and conditions of the Lease on the part of Tenant to be performed and
observed arising from and after the Effective Time. Assignee hereby indemnifies and
agrees to defend and hold harmless Assignor and its respective officers, directors,
partners, shareholders, members, employees, agents and their successors and assigns,
from and against any and all Losses incurred, paid or required under penalty of law to
be paid by Assignor by reason of the failure of Assignee to fulfill, perform and discharge
any or all of the various commitments, obligations and liabilities of Assignee under the
Lease which arise or arose from and after the Effective Time.
3. NO DEFAULTS.
Assignor represents that no default, or any event which with the giving of notice or the
passage of time would constitute a default, exists in the performance or observance of
any agreement, covenant or condition of the Lease on the part of Tenant to be
performed or observed as of the Effective Time.
4. COMMON OWNERSHIP.
© Copyright 2011 Docstoc Inc. registered document proprietary, copy not 3
Assignor and Assignee represent for the benefit of Landlord that they are owned by the
same persons or entities.
5. SEVERABILITY.
The provisions of this Assignment are severable, and if any one or more provisions may
be determined judicially unenforceable, in whole or in part, the remaining provisions
and any partially unenforceable provisions, to the extent enforceable, shall nevertheless
be binding upon and enforceable against the Parties hereto to the extent they may
reasonably be enforced apart from that which is invalidated.
6. FULL FORCE AND EFFECT.
Except to the extent modified hereby, all of the terms of the Lease shall remain in full
force and effect.
7. SUCCESSORS AND ASSIGNS.
This Assignment is binding upon and shall inure to the benefit of the Parties hereto and
their successors, heirs, assigns.
8. GOVERNING LAW.
This Assignment shall be governed by, and construed and enforced in accordance with,
the laws of the State of South Dakota
.
9. COUNTERPARTS.
This Assignment may be executed in counterparts, each of which shall be deemed an
original, but all of which when taken together shall constitute one and the same
instrument.
10. ATTORNEYS’ FEES.
In any litigation or other proceeding relating to this Assignment, or any transactions
contemplated herein, the prevailing Party shall be entitled to recover its costs and
© Copyright 2011 Docstoc Inc. registered document proprietary, copy not 4
reasonable attorneys’ fees (including a reasonable estimate of the allocable costs of in-
house legal counsel and staff).
IN WITNESS WHEREOF, the Parties have duly executed this Assignment on the date first
above written.
ASSIGNEE
_________________________________
[Instruction: Insert signature of assignee]
_________________________________________
[Instruction: Insert typed/printed name of assignee]
ASSIGNOR
_________________________________
[Instruction: Insert signature of assignor]
_________________________________________
[Instruction: Insert typed/printed name of assignor]
© Copyright 2011 Docstoc Inc. registered document proprietary, copy not 5
Note: Carefully read and follow the Instructions and Comments contained in this document for
your customization to suit your specific circumstances and requirements. You will want to
delete the Instructions and Comments from open bracket (“[“) to close bracket (“]”) after
reading and following them. You (or your attorney) may want to make additional modifications
to meet your specific needs and the laws of your state
◊ Where within this document you see this symbol: ◊ or an instruction states “Insert any number you choose◊,”
or something similar, or there is a blank for the user to complete, please note that although Docstoc believes the
information or number may be any that the user chooses, and that there is no law governing what the
information or number should be, you might want to verify this, including by consulting with your own attorney
practicing in your state, and be reasonable.
INFORMATION AND FORMS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY
OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF
INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL
DOCSTOC, INC., OR ITS AGENTS, OFFICERS, ATTORNEYS, ETC., BE LIABLE FOR ANY DAMAGES
WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS
INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE
MATERIALS, EVEN IF DOCSTOC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Your use of this document is deemed to be your agreement to the foregoing, the disclaimers on the cover page,
and that you have read and agree to our Terms of Service
(http://www.docstoc.com/popterm.aspx?page_id=15), as well as our disclaimer that Legal information is not
legal advice, and the important content available here: Read More
(http://www.docstoc.com/popterm.aspx?page_id=114)
© Copyright 2011 Docstoc Inc. registered document proprietary, copy not 6