This document outlines various clauses regarding the assignment of a commercial lease. It discusses when a tenant can assign or sublet the leased premises without landlord consent, as well as conditions for release of tenant liability upon assignment. It also gives the landlord rights to terminate the lease or recapture the space if the tenant wants to assign for a non-permitted use, and protections for the original tenant if the lease is terminated due to an assignee's default.

1. 52: SUBLET/ASSIGNMENT
BEST COMMERCIAL LEASE CLAUSES 533
1. CONSENT
(a) As long as Tenant is not in default under this Lease,
Tenant shall have the right, without the consent of
Landlord, to:
(i) grant licenses and/or concessions within the
Premises;
(ii) assign this Lease or sublet all or any portion
of the Premises to a Related Party; or
(iii) assign this Lease or sublet all or any por-tion
of the Premises to any party or entity
other than as already set forth in this Section
1(a), so long as such party’s proposed use
does not violate an Existing Exclusive, pro-vided
that the holder thereof is operating in
its premises consistent with the terms of its
lease.
“Related Party” means: (1) an entity that controls, is
controlled by, or is under common control with Ten-ant;
(2) a successor by merger, acquisition, or consoli-dation
of Tenant or its parent or subsidiary; or (3) an
entity acquiring all or substantially all of the stores of
Tenant in the state of [insert state where center is
located, e.g., New York] or the assets of Tenant, its
parent, or subsidiary.
(b) Except as described in Section 1(a), Tenant shall not
assign Tenant’s interest in this Lease or sublet all
or any portion of the Premises without Landlord’s
prior written consent, which consent shall not be
unreasonably withheld, delayed, or conditioned. Any
request by Tenant for Landlord’s consent to a pro-posed
assignment or subletting requiring Landlord’s
consent under this Section [insert #] shall be deemed
approved by Landlord if not approved or otherwise
acted upon within fifteen (15) business days follow-ing
Tenant’s request for such approval, provided such
request shall be accompanied by financial and busi-ness
details regarding the assignee or subtenant.
(c) Any such assignee or sublessee shall be bound
by the terms of this Lease, except as otherwise
approved by Landlord. Tenant shall deliver to Land-lord
in the ordinary course of its business an instru-ment
whereby the assignee or entity succeeding to
Tenant’s interest agrees to be bound by the terms of
this Lease.
2. RELEASE OF LIABILITY
Notwithstanding anything to the contrary in this Lease,
except for an assignment to a Related Party, Tenant shall
be released from all liability:
(a) accruing after the date of an assignment in the event
such assignee has a net worth of at least ONE HUN-DRED
Million Dollars ($100,000,000), determined
as of the end of the most recent fiscal year of such
assignee prior to such intended release (unless more
current figures are available), PROVIDED THAT TEN-ANT
SHALL NOT BE RELEASED BEFORE THE END
OF THE FOURTH LEASE YEAR; or
(b) accruing after the expiration of the then-current Term
of this Lease in which the assignment occurred.
3. LANDLORD’S TAKEBACK RIGHT
If Tenant desires to assign its interest under this Lease or
sublet all or any portion of the Premises under this Sec-tion
[insert #] to use the Premises for a use not related
primarily to the Permitted Use, Tenant shall deliver to
Landlord written notice (an “Assignment Notice”) that
Tenant intends to solicit offers for such an assignment or
subletting. Within twenty-one (21) days after Landlord’s
receipt of an Assignment Notice, Landlord may elect to
terminate this Lease (or in the case of a subletting of less
than all of the Premises (a “Partial Sublet”), Landlord
may elect to terminate this Lease as to the portion of
the Premises proposed to be sublet), by written notice to
Tenant (a “Takeback Notice”). During such twenty-one
(21) day period (Landlord’s Recapture Period), Tenant
shall not assign this Lease to any prospective assignee
or sublet the Premises to any prospective subtenant. If
Landlord exercises its option to terminate this Lease pur-suant
to this Section, then this Lease shall end and expire
on the date designated by Landlord in its Takeback Notice
(which date shall not be less than thirty (30) days nor more
than sixty (60) days after the date of the Takeback Notice)
as fully and completely as if such early termination date
Model Lease Clause: Set Conditions for Assignment of Retail Space
Unless your consent for an assignment of a tenant’s retail space includes certain conditions, you risk unintention-ally
giving up important lease rights and protections, such as your right to get reimbursed for your costs relating
to the written consent, such as attorney’s fees. The following assignment clause, drafted by New York City attorney
A. Barry Levine, can help you protect your interests when agreeing to allow your tenant to assign its space in your
shopping center.
ASSIGNMENT
(continued)

2. 534 BEST COMMERCIAL LEASE CLAUSES
52: SUBLET/ASSIGNMENT
were the original expiration date of the Term (except as
to a termination regarding a proposed Partial Sublet in
which event this Lease shall terminate only as to such
portion of the Premises), and all Rent shall be apportioned
as of such early termination date. If Tenant shall not have
received a Takeback Notice within Landlord’s Recapture
Period, then Landlord shall be deemed to have waived
its recapture right pursuant to this Section, and Tenant
shall be entitled, without any further right of Landlord to
recapture the Premises or any portion thereof, to assign
this Lease or sublet all or any permitted portion of the
Premises during the one (1) year period (Tenant’s Trans-fer
Period) following the expiration of Landlord’s Recap-ture
Period, subject to the terms, covenants, conditions,
and provisions of this Section [insert #]. Notwithstanding
the foregoing, in the event that Tenant does not assign
its interest in this Lease or sublet all or any permitted
portion of the Premises during Tenant’s Transfer Period,
Tenant shall, prior to any assigning or subletting requiring
an Assignment Notice, once again comply with the terms
of this Section [insert #].
4. PROTECTIONS
(a) If Tenant assigns Tenant’s interest in this Lease, then
Landlord, when giving notice to such assignee or any
future assignee in respect of any default, shall also
give a copy of such notice to the original named Ten-ant
hereunder (“Original Tenant”), and no notice of
default shall be effective until a copy thereof is so
given to Original Tenant. Original Tenant shall have
the same period after receipt of such notice to cure
such default as is given to Tenant therefor under this
Lease.
(b) If this Lease is terminated because of:
(i) an event of default of such assignee; or
(ii) the rejection, disaffirmation, or other termi-nation
of this Lease by or on behalf of the
assignee pursuant to any proceeding in bank-ruptcy
under any legal requirement of any
state or of the United States, or any other
legal requirements affecting creditors’ rights,
and only if the Tenant has not been released
from all liability under this Lease pursuant to
Section [insert #],
then Landlord shall promptly give to Original Tenant
notice thereof, and Original Tenant shall have the
right, exercisable by notice given to Landlord within
fifteen (15) days after receipt by Original Tenant of
Landlord’s notice, to enter into a new lease of the
Premises with Landlord (New Lease), provided that
the Original Tenant shall have remedied all events
of default of the assignee hereunder, unless such
events of default are not reasonably susceptible of
cure by the Original Tenant, in which event the Origi-nal
Tenant shall not be obligated to cure such events
of default as a condition to the exercise of its rights
under this Section [insert #]. Upon the Original Ten-ant’s
curing of any such event of default of the assign-ee,
Landlord shall assign to the Original Tenant all of
Landlord’s rights against such assignee (whether
arising as a result of bankruptcy court proceedings or
otherwise). The term of such New Lease shall begin
on the date of termination of this Lease and shall con-tinue
for the remainder of the Term (including any
renewal periods). Such New Lease shall otherwise
contain the same terms and conditions as those set
forth herein, except for requirements which are no
longer applicable or have already been performed. It
is the intention of the parties hereto that such New
Lease shall have the same priority relative to other
rights or interests in or to the Premises as this Lease.
The provisions of this Section [insert #] shall survive
the termination of this Lease and shall continue in
full force and effect thereafter to the same extent
as if this Section [insert #] were a separate and inde-pendent
contract between Landlord and the Original
Tenant. From the date on which the Original Tenant
shall serve Landlord with such notice of the exercise
of its right to a New Lease, the Original Tenant shall
have quiet and undisturbed use and enjoyment of the
Premises and all appurtenances thereto, as contem-plated
in this Lease.
(c) If Tenant assigns or subleases all of the Premises
for a term of at least five (5) years, then, notwith-standing
any other provisions of this Lease, provid-ed
the assignee/subtenant or Tenant at the time of
such default by Tenant has a certified net worth of
at least One Hundred Million Dollars ($100,000,000),
and further provided that the assignee/subtenant has
agreed to be bound by all of the terms, covenants,
conditions, and provisions of the Lease including the
Rent, Landlord shall, upon Tenant’s request, execute
and deliver a recognition agreement among Landlord,
Tenant, and each such assignee/subtenant whereby
Landlord agrees to recognize the rights of such
assignee/subtenant upon default by Tenant hereun-der;
such recognition agreement shall be in record-able
form and otherwise reasonably acceptable to
such assignee/subtenant.
CLAUSE: ASSIGNMENT (continued)