Lease-Consent_By_Lessor_to_Sublease

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This document should be used as consent by a landlord to a
proposed sublease.


The following text of this document should be reviewed and
edited to fit your purposes.


[Find, then fill-in, or delete text in brackets like this: “[NNN]”


If there are dates in this document, they will automatically change to today’s date.


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Otherwise the following text should be reviewed and edited as needed:
                          CONSENT BY LESSOR TO SUBLEASE


THIS CONSENT BY LESSOR TO SUBLEASE (“Consent”) is made and entered into as of this
day of [DATE] (“Effective Date”), by [NAME OF LESSOR] (“Lessor”) in favor of [NAME OF
LESSEE] (“Lessee”).

RECITALS:

      A.     Lessee, as lessee under the Lease, and Lessor have executed that certain Lease,
      dated [DATE] (the “Lease”), covering those certain premises and related improvements
      described on Exhibit A attached hereto (the “Premises”).

      B.      Lessee desires to sublease [ALL/ A PORTION] of the Premises to [NAME OF
      SUBLESSEE] (“Sublessee”) and Sublessee desires to accept a sublease in the form
      attached as Exhibit B (the “Sublease”), and Lessor is willing to consent to the Sublease
      on the terms and conditions set forth in this Consent.

NOW, THEREFORE, in consideration of the payment by Lessee of [N] Dollars ($[N]), payable
on or before [DATE] to Lessor, the parties hereby agree as follows:

      1.     Consent to Sublease. Lessor hereby consents to the Sublease and the transactions
      contemplated thereby. Lessor’s consent to the Sublease shall not be deemed to be a
      consent to any other or subsequent assignment or sublease.

      2.     Continuing Liability. Lessee shall continue to be liable under the Lease,
      notwithstanding the Sublease.

      3.      Entire Agreement. This Consent constitutes the entire agreement of Lessor and
      Lessee pertaining to its subject matter and supersedes any prior or contemporaneous
      negotiations, representations, agreements and understandings of the parties with respect
      to such matters, whether written or oral. The parties acknowledge that they have not
      relied on any promise, representation or warranty, expressed or implied, not contained in
      this Consent. Parol evidence will be inadmissible to show agreement by and among the
      parties to any term or condition contrary to or in addition to the terms and conditions
      contained in this Consent.

      4.     Interpretation; Amendment. In interpreting the language of this Consent, the
      Lessor and Lessee shall be treated as having drafted this Consent after meaningful
      negotiations. The language in this Agreement shall be construed as to its fair meaning
      and not strictly for or against either party. This Consent may be modified only by a
      writing signed by Lessor and Lessee.
         5.      Attorneys’ Fees. If any party hereto fails to perform any of its obligations under
         this Consent or if a dispute arises between the parties hereto concerning the meaning or
         interpretation of any provision of this Consent, and an action is filed, the prevailing party
         in any such action shall be entitled to recover from the other party, in addition to any
         other relief that may be granted, its court costs and reasonable attorneys’ fees and
         disbursements, including such incurred in connection with any appeal.

         6.      Counterparts. This Consent may be signed in counterparts and all counterparts so
         executed shall constitute one contract, binding on the all parties hereto, even though all
         parties are not signatory to the same counterpart.

         7.     Binding Effect. This Consent shall be binding on Lessor, and inure to the benefit
         of Lessee and its respective heirs, executors, administrators, successors in interest and
         assigns.

         8.     Governing Law. This Consent is governed by and construed in accordance with
         the laws of the State of [NAME OF STATE].

IN WITNESS WHEREOF, the parties hereto have executed this Consent the day and year first
above written.

LESSOR:                                                LESSEE:
[NAME]                                                 [NAME]

By:                                                    By:
Title:                                                 Title:




                                                   2
                            EXHIBIT A

[DESCRIPTION OF PREMISES]




                               A-1
             EXHIBIT B

[SUBLEASE]




                   2