Licence to Assign Drafting

Question 1

Structure

Answer 1

1) Heading
2) Parties
3) Definitions
4) Recitals/Background
5) Consent to Assign
6) Assignee’s Covenants
7) Tenant’s Covenants
8) Authorised Guarantee Agreement
9) The Right of Re-Entry in the Lease
10) Indemnity
11) Third Party Rights
12) Law and Jurisdiction
13) Execution
14) Schedule

Question 2

Heading

Answer 2

THIS DEED IS DATED [DATE]

HM Land Registry

Landlord’s title number

Tenant’s title number

Question 3

Parties

Answer 3

(1) Landlord
(2) Tenant
(3) Assignee

Question 4

Definitions

Answer 4

(a) Assignment means the assignment permitted by clause [ ].
(b) Assignment Date means the date of the [deed of assignment or transfer] of the Lease to the Assignee.
(c) Authorised Guarantee Agreement means the authorised guarantee agreement in the Schedule and incorporated into this Licence. It has the same meaning given to it by the Landlord and Tenant (Covenants) Act 1995 (LTCA 1995).
(d) Lease means the lease of [address] dated [date] made between the Landlord and the Tenant and all documents supplemental or collateral to that lease.
(e) Property means [address] as comprised in the Lease.
(f) Rent means the rent or rents payable under the Lease.
(g) Tenant Covenants has the meaning given to it by the LTCA 1995.

Question 5

Recitals/Background

Answer 5

(a) This Licence is supplemental and collateral to the Lease.
(b) The Landlord is entitled to the immediate reversion to the Lease.
(c) The residue of the term granted by the Lease is vested in the Tenant.
(d) The Tenant intends to assign the Lease to the Assignee and, under the terms of the Lease, requires the consent of the Landlord to that assignment.

Question 6

Consent to Assign

Answer 6

In consideration of the obligations entered into by the Tenant and the Assignee in this Licence, the Landlord consents to the Tenant assigning the Lease to the Assignee.

This consent is subject to and upon the terms of this Licence and given on condition that the Tenant pays all Rent due up to the Assignment Date.

This consent is valid for [three months] from (and including) the date of this Licence. If this consent ceases to be valid before the assignment is completed, all the terms of this Licence (except this consent) shall remain in force.

Nothing in this Licence shall operate to waive or be deemed to waive any subsisting breach of any of the Tenant Covenants of the Lease.

Any sum which becomes due under the Lease after completion of the assignment but which relates to any period before completion of the assignment shall be payable in full by the Assignee.

Question 7

Assignee’s Covenants - Part 1 - Occupation

Answer 7

The Assignee covenants with the Landlord:

1. Not to occupy or take possession of the whole of the Property or any part of them before the Assignment Date.

Question 8

Assignee’s Covenants - Part 2 - Giving to the landlord

Answer 8

Within [number] days after the Assignment Date, to give the Landlord:
(a) written notice of the date on which the Assignment was completed;
(b) the name and address of the person to whom future rent demands should be sent;
(c) a certified copy of the deed documenting the Assignment for registration; and
(d) the registration fee [specified in clause [number] of the Lease].

Question 9

Tenant’s Covenants - Part 1 - Occupation

Answer 9

The Tenant covenants with the Landlord:

1. Not to allow the Assignee to enter into occupation or possession of the whole or any part of the Property before the Assignment Date.

Question 10

Tenant’s Covenants - Part 2 - Paying landlord’s costs

Answer 10

2. On completion of this Licence to pay the [reasonable] costs and disbursements of the Landlord’s solicitors and its managing agents in connection with this Licence. This obligation extends to costs and disbursements assessed on a full indemnity basis and to any value added tax in respect of those costs and disbursements except to the extent that the Landlord is able to recover that value added tax

Question 11

Authorised Guarantee Agreement

Answer 11

From and including the Assignment Date and throughout the period during which the Assignee is bound by the Tenant Covenants of the Lease, the Tenant must covenant with the Landlord in the terms of the Authorised Guarantee Agreement set out in the Schedule.

Question 12

The Right of Re-Entry in the Lease

Answer 12

The right of re-entry in the Lease shall be exercisable if any covenant or condition of this Licence is breached as well as if any of the events stated in the provision for re-entry in the Lease occurs.

Question 13

Indemnity

Answer 13

The Tenant and the Assignee shall indemnify the Landlord against all liabilities, costs, expenses, damages and losses suffered or incurred by the Landlord arising out of or in connection with any breach of their respective obligations in this Licence.

Question 14

Third party rights

Answer 14

This Licence does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Licence

Question 15

Law and Jurisdiction

Answer 15

The parties agree that this Licence shall be exclusively governed by and interpreted in accordance with the laws of England and Wales and to submit to the exclusive jurisdiction of the English Courts.

Question 16

Execution

Answer 16

Signed or Executed as a Deed

Question 17

Schedule - AGA - Guarantee and Indemnity - Part 1 - Paying Rent

Answer 17

1. The Tenant guarantees to the Landlord that the Assignee shall pay the Rent and observe and perform the Tenant Covenants of the Lease and that, if the Assignee fails to pay any of Rent or to observe or perform any of those Tenant Covenants, the Tenant shall pay or observe and perform them.

Question 18

Schedule - AGA - Guarantee and Indemnity - Part 2 - Indemnity

Answer 18

2. The Tenant covenants with the Landlord as principal obligor and as a separate and independent obligation and liability from its obligations and liabilities under clause 1.1 and to indemnify and keep indemnified the Landlord against any failure by the Assignee either to pay the Rent or observe or perform any of the Tenant Covenants of the Lease.

Question 19

Schedule - AGA - Tenant’s Liability - Part 1 - Liability

Answer 19

The liability of the Tenant under clause 1 shall continue until the end of the term of the Lease (however it may end) [and during any statutory continuation of it], or until the Assignee is released from the Tenant Covenants of the Lease by virtue of the LTCA 1995, if earlier.

Question 20

Schedule - AGA - Tenant’s Liability - Part 2 - Sum payable

Answer 20

Any sum payable by the Tenant under this Authorised Guarantee Agreement shall be paid without any deduction, set-off or counter-claim against the Landlord or the Assignee.

Question 21

Schedule - AGA - Tenant to take a new lease - Part 1 - Disclaimer

Answer 21

If the liability of the Assignee under the Lease is disclaimed and the Landlord gives the Tenant written notice not later than [six] months after the Landlord receives notice of that disclaimer, the Tenant shall enter into a new lease of the Property on the terms set out in Clause 3.2.

Question 22

Schedule - AGA - Tenant to take a new lease - Part 2 - New Lease

Answer 22

The rights and obligations under the new lease shall take effect beginning on the date of the disclaimer and the new lease shall:

(a) be granted subject to the right of any person to have the Lease vested in them by the court and to the terms on which any such order may be made and subject to the rights of any third party existing at the date of the grant;
(b) be for a term that expires at the same date as the end of the [contractual] term granted by the Lease had there been no disclaimer;
(c) reserve as an initial annual rent an amount equal to the rent which is [first] reserved under the Lease at the date of the disclaimer or which would be payable but for any abatement or suspension of such annual rent or restriction on the right to collect it [and which is subject to review on the same terms and dates provided by the Lease]; [and]
(d) [be excluded from sections 24 to 28 of the LTA 1954; and]
(e) otherwise be on the same terms as the Lease (as varied, save to the extent that the Tenant is not bound by any such variation by virtue of section 18 of the LTCA 1995).

Question 23

Schedule - AGA - Tenant to take a new lease - Part 3 - Paying landlord’s costs

Answer 23

The Tenant shall pay the Landlord’s solicitors costs and disbursements (on a full indemnity basis) and any VAT on them in relation to the new lease and shall execute and deliver to the Landlord a counterpart of the new lease within one month after service of the Landlord’s notice under Clause 3.1.

Question 24

Schedule - AGA - Tenant to take a new lease - Part 4 - Grant of new lease

Answer 24

The grant of a new lease and its acceptance by the Tenant shall be without prejudice to any other rights which the Landlord may have against the Tenant or against any other person or in respect of any other security that the Landlord may have in connection with the Lease.