DEED OF ASSIGNMENT OF LEASE
BETWEEN
__________, __________, of __________, PAN __________ (the "Landlord", which expression includes its successors in interest and permitted assigns);
AND
__________, __________, of __________, PAN __________ (the "Assignor");
AND
__________, __________, of __________, PAN __________ (the "Assignee", which expression includes its successors in interest and permitted assigns).
The Landlord, the Assignor and the Assignee are each a "Party" and together the "Parties".
RECITALS
B. The Assignor is the present tenant under the Lease and is in occupation of the Premises.
C. The Assignor has agreed to assign, and the Assignee has agreed to take an assignment of, the whole of the Assignor's estate, right, title and interest as tenant under the Lease, for the entire unexpired residue of its term, on the terms of this Deed.
E. The Landlord accordingly joins in this Deed to grant or confirm that consent, to accept the Assignee as tenant in place of the Assignor with effect from the Effective Date, and to record the Parties' agreement on the matters in the Assignor's Continuing Liability clause.
F. Three places in this Deed independently name the jurisdiction in which the Premises lie — this Recital and Schedule I, the Stamp Duty and Registration clause, and the registering office it names. The Parties confirm that they have read those together before executing this Deed and that each describes the same jurisdiction.
NOW THIS DEED WITNESSES as follows.
- 1. DEFINITIONS
1.1 "Lease" means the lease particularised in Recital A, as it may have been varied in writing before the date of this Deed.
1.2 "Premises" means the premises described in Schedule I, being the whole of the premises comprised in the Lease.
1.5 "Assignment Consideration" means the amount stated in the Assignment Consideration clause.
1.6 "Security Deposit" means the amount stated in the Security Deposit clause.
1.7 References to a statute are to that statute as amended or re-enacted, and include a statute as extended to the place where the Premises are situated. Headings do not affect interpretation. The singular includes the plural.
- 2. CONSENT TO ASSIGNMENT
2.2 The Landlord confirms that, as at the Effective Date and so far as its own records show, the Lease is subsisting, has not been forfeited or surrendered, and no notice terminating it is outstanding.
- 3. ASSIGNMENT
3.1 In consideration of the Assignment Consideration and the mutual covenants in this Deed, the Assignor, with the Landlord's consent recorded in clause 2, ASSIGNS to the Assignee ALL the Assignor's estate, right, title and interest as tenant under the Lease in the Premises, TO HOLD the same unto the Assignee for the residue of the Term from the Effective Date, SUBJECT TO the rent, covenants, conditions and provisions of the Lease, and the Assignee accepts this assignment on those terms.
3.2 This Deed assigns the Assignor's existing tenancy. It is not a fresh lease and does not restate the Lease, and every term of the Lease not varied by this Deed continues to apply between the Landlord and the Assignee, in place of the Assignor, exactly as it applied between the Landlord and the Assignor.
- 4. EFFECTIVE DATE
4.1 This assignment takes effect on the Effective Date. From that date, the Assignee is the tenant under the Lease in place of the Assignor for every purpose, and the Assignor ceases to be the tenant in possession, without prejudice to the Assignor's Continuing Liability clause.
- 5. RENT AND ARREARS AS AT THE EFFECTIVE DATE
- 6. ASSIGNMENT CONSIDERATION
6.2 Payment shall be made to the Assignor's bank account, or to such other account as the Assignor notifies in writing.
6.4 Where the law requires tax to be deducted at source from the Assignment Consideration, the Assignee shall deduct it, deposit it within the time allowed and furnish the certificate to the Assignor; tax properly deducted and deposited counts as payment of that much of the Assignment Consideration.
- 7. SECURITY DEPOSIT
- 8. ASSIGNEE'S COVENANTS
8.2 The Assignee shall keep the Landlord and the Assignor indemnified against every claim, loss, penalty and reasonable cost arising from the Assignee's failure to comply with clause 8.1.
- 9. ASSIGNOR'S CONTINUING LIABILITY
- 10. LANDLORD'S CONFIRMATION AND QUIET ENJOYMENT
10.1 The Landlord's own covenants and obligations under the Lease, including quiet enjoyment, continue in full force for the benefit of the Assignee in place of the Assignor from the Effective Date.
10.2 Nothing in this Deed requires the Landlord to do anything the Lease does not itself require, and nothing in it enlarges an obligation the Landlord owes beyond what the Lease provides.
- 11. ASSIGNOR'S WARRANTIES
11.1 The Assignor warrants to the Landlord and to the Assignee that, as at the Effective Date: the Lease is subsisting and has not been forfeited, surrendered or determined; the Assignor has not assigned, charged, sub-let or parted with possession of the Premises or any part of it to anyone other than the Assignee, except as disclosed to the Landlord and the Assignee in writing before this Deed; and clause 5 correctly states the rent and arrears position.
11.2 The Assignor shall indemnify the Assignee against loss the Assignee suffers directly from a breach of clause 11.1 that was not true when given.
- 12. PERMITTED USE
- 13. TAXES
13.2 The Assignee shall deduct tax at source on the rent payable under the Lease to the extent, and in the manner, the Lease and the Income-tax Act, 1961 required of the Assignor, and shall thereafter comply with that obligation in its own name.
- 14. NO GREATER RIGHT
14.1 This Deed does not confer on the Assignee a right greater than the Assignor held under the Lease immediately before the Effective Date, and every right of the Assignee to assign, sub-let or part with possession of the Premises going forward is governed by the terms of the Lease, not by this Deed.
- 15. STAMP DUTY AND REGISTRATION
15.5 Two witnesses shall attest this Deed and shall attend the registering office with the executants. At the office of the Sub-Registrar, Union Territory of Chandigarh the first witness must qualify under para 127 of the Punjab Registration Manual and be known to the registering officer, and both witnesses must be known to each other.
15.7 This Deed is executed in as many original copies as the registering office requires, at least one for each Party; the Parties shall confirm the number, and who presents and who collects the registered document, when the appointment is booked.
- 16. NOTICES
16.1 Notices under this Deed shall be in writing and delivered by hand against acknowledgment, or by registered post or reputed courier with proof of delivery, to the Landlord at __________, to the Assignor at __________, and to the Assignee at __________, or to such other address as a Party notifies in writing.
16.2 Email is sufficient for routine correspondence, but a notice alleging default or seeking to enforce the Assignor's Continuing Liability clause must be given by hand, registered post or courier. A notice is deemed received on the date of delivery, or on the fifth day after posting by registered post, whichever is earlier.
- 17. DISPUTE RESOLUTION AND GOVERNING LAW
17.1 The Parties shall first attempt to resolve any dispute by discussion between their authorised representatives within thirty days of written notice of the dispute.
17.3 A dispute about recovery of possession that a rent statute reserves to the Rent Controller or to the Rent Authority is not referable to arbitration, and this clause does not purport to refer it.
17.5 This Deed is governed by the laws of India as in force at the place where the Premises are situated.
- 18. GENERAL
18.1 This Deed, with its Schedule, is the entire agreement between the Parties about the assignment of the Lease, and supersedes all prior discussion and correspondence about it; it does not restate the Lease, which continues to govern the Premises except as this Deed varies it.
18.2 No amendment is effective unless made in writing and signed by all three Parties.
18.3 A failure or delay in enforcing a right is not a waiver of it, and a single or partial exercise does not prevent further exercise.
18.4 If any provision is held invalid or unenforceable, the rest of this Deed continues in effect, and the Parties shall replace that provision with a valid one of the nearest effect.
18.5 Nothing in this Deed creates a partnership, joint venture or agency between the Parties.
18.6 The clauses on Assignor's Continuing Liability, Security Deposit, Assignor's Warranties, Taxes, Stamp Duty and Registration, and Dispute Resolution survive the Effective Date and, where relevant, the expiry or earlier termination of the Lease.
SCHEDULE I — THE PREMISES
SIGNED AND DELIVERED by the LANDLORD
__________
PAN: __________
Signature: ______________________________
SIGNED AND DELIVERED by the ASSIGNOR
__________
PAN: __________
Signature: ______________________________
SIGNED AND DELIVERED by the ASSIGNEE
__________
PAN: __________
Signature: ______________________________
WITNESSES