Commercial Lease Assignment Agreement Template for New Zealand

A formal legal document governed by New Zealand law that facilitates the transfer of rights and obligations under an existing commercial lease from the current tenant (assignor) to a new tenant (assignee), with the landlord's consent. The agreement ensures compliance with the Property Law Act 2007 and other relevant New Zealand legislation, detailing the terms and conditions of the assignment, including ongoing obligations, warranties, and any specific conditions imposed by the landlord. It provides legal protection for all parties involved and establishes clear accountability for lease obligations going forward.

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What is a Commercial Lease Assignment Agreement?

The Commercial Lease Assignment Agreement is a crucial document used in New Zealand when a tenant wishes to transfer their lease obligations to another party before the original lease term expires. This type of agreement is commonly needed when businesses are sold, when tenants need to relocate, or during corporate restructuring. The document must comply with New Zealand's Property Law Act 2007 and related legislation, ensuring all parties' rights are protected and obligations are clearly defined. It includes essential details such as the premises description, lease terms, assignment conditions, landlord's consent requirements, and any specific warranties or representations. The agreement also addresses practical matters such as security deposits, outstanding obligations, and the condition of the premises at the time of assignment.

What sections should be included in a Commercial Lease Assignment Agreement?

1. Parties: Identifies and provides full details of all parties: Landlord, Current Tenant (Assignor), and New Tenant (Assignee)

2. Background: Recitals explaining the existing lease arrangement, the intention to assign, and confirmation of landlord's consent

3. Definitions and Interpretation: Defines key terms used in the agreement and sets out interpretation rules

4. Assignment: Core clause that effects the transfer of the lease from assignor to assignee

5. Consideration: Details of any payment or consideration for the assignment

6. Assignor's Obligations: Warranties and obligations of the current tenant, including representations about the lease status

7. Assignee's Covenants: New tenant's commitments to comply with lease terms and perform all lease obligations

8. Landlord's Consent: Terms and conditions of the landlord's consent to the assignment

9. Costs and Stamp Duty: Allocation of legal costs, registration fees, and any applicable duties

10. General Provisions: Standard clauses covering notices, governing law, execution, and dispute resolution

What sections are optional to include in a Commercial Lease Assignment Agreement?

1. Guarantees: Required when there are guarantors for the assignee's obligations

2. Condition of Premises: Used when specific conditions about the state of the premises need to be documented

3. Outstanding Breaches: Needed when there are existing breaches or disputes that need to be addressed

4. Fit-out and Alterations: Required when there are specific arrangements regarding existing or proposed fit-out works

5. Security Deposit Transfer: Used when dealing with transfer or replacement of security deposits

6. GST Provisions: Detailed GST clauses required for commercial properties where GST registration is relevant

7. Break Clause: Optional termination rights if agreed between parties

What schedules should be included in a Commercial Lease Assignment Agreement?

1. Schedule 1 - Original Lease: Copy or details of the original lease document and any variations

2. Schedule 2 - Premises Details: Detailed description of the leased premises, including floor plans and area calculations

3. Schedule 3 - Lease Particulars: Key lease terms including rent, term, outgoings, and review dates

4. Schedule 4 - Condition Report: Current condition of the premises at time of assignment

5. Schedule 5 - Outstanding Obligations: List of any outstanding obligations or payments under the lease

6. Appendix A - Landlord's Consent Document: Formal consent document from the landlord

7. Appendix B - Guarantor Documents: Guarantee agreements and supporting documents if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

New Zealand

Publisher

Genie AI

Document Type

Transfer Agreement

Cost

Free to use

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