1
ASSIGNATION[AND VARIATION] /
[between][among]
[] LIMITED
[and]
[] LIMITED
[and] [with the consent of]
[ ] LIMITED
Property: []
1
ASSIGNATION [AND VARIATION]
[between][among]
[] LIMITED incorporated under the Companies Acts (Registered Number[]) and having its Registered Office at [] ("Assignor")
and
[] LIMITED incorporated under the Companies Acts (Registered Number []) and having its Registered Office at [] ("Assignee")
[and
[] LIMITED incorporated under the Companies Acts (Registered Number []) and having its Registered Office at [] ("Landlord")]
[with the consent of the Landlord]
WHEREAS:
(A)The Landlordis the landlord under the Lease;
(B)The Assignor is the tenant under the Lease;
(C)[The Guarantoris the guarantor of the tenant's obligations under the Lease;]
(D)The Parties have agreed that the Assignor will assign, and the Assignee will accept an assignation of, the tenant's interest under the Lease with effect from the Date of Entry.
IT IS AGREED by the Partiesas follows:
1.Definitions
In this deed:-
"Assignation" means this Assignation [and Variation];
"Business Day"means a day on which clearing banks in [Edinburgh, Glasgow and London] are open for normal business;
"Date of Entry" means [];
["Guarantor" means []];
"Landlord" means [the party designed as Landlord in this Assignation][[] incorporated under the Companies Acts (Registered Number []) and having its Registered Office at []] and includes where the context so requires its successors as Landlord under the Lease;
"Lease" means the lease between [] and [] dated [] and [] and registered in the Books of Council and Session on [] [and also recorded in the Division of the General Register of Sasines for the County of [] on []] [and the Tenant's[interest in][right to] which is registered in the Land Register of Scotland under Title Number []];
"Parties" means the Assignor [and] the Assignee [and the Landlord];
["Price" means [] POUNDS (£[]) Sterling [exclusive of any Value Added Tax] [together with Value Added Tax] [in respect of which no Value Added Tax is chargeable];]
"Property" means ALLand WHOLE[] being the subjects more particularly described in the Lease;
["Schedule" means the schedule annexed to this Assignation;]
["Subleases" means the subleases detailed in [Part 1 of] the Schedule;]
2.Assignation
The Assignor [in consideration of the Price paid by [the Assignee to the Assignor] [the Assignor to the Assignee]] [for no consideration] assigns to the Assignee the tenant's interest under the Lease of the Property with entry on the Date of Entry.
3.Assignee's Obligations
The Assignee will pay to the Landlord the whole rents and others stipulated in the Lease to be paid by the tenant and will perform, implement and observe the whole other terms, conditions and obligations contained in the Lease so far as incumbent on the tenant under the Lease and whether arising prior to, on or after the Date of Entry until the expiry or otherwise termination of the Lease.
4.Assignor's Obligations
The Assignor will free and relieve the Assignee of the whole rents and other sums stipulated in the Lease to be paid by the tenant prior to the Date of Entry in terms of the Lease.
5.[Variations
The Parties agree that the Lease will be varied in accordance with the provisions of [Part 2 of] the Schedule with effect from the Date of Entry. The variation will be binding on the parties to the Lease from time to time.]
6.Costs
6.1Each of the Parties will bear its own costs and expenses [except that the [Assignor][Assignee] will pay within five Business Days after written demand the costs and expenses of the Landlord] in connection with this Assignation.]
6.2[The Assignor will be responsible for any Land and Buildings Transaction Tax due in respect of the Lease on or prior to the Date of Entry.]
6.3[The Assignee will be responsible for any Land and Buildings Transaction Tax chargeable on the Price.]
6.4The Assigneewill pay within five Business Days after written demand the costs of registering this Assignation in the Books of Council and Session and obtaining [three] extracts (one for the Assignor, one for the Assignee and [one] for the Landlord) [and the cost of registering this Assignation in the Land Register of Scotland].
7.Warrandice/Possession
The Assignor grants warrandice [but excepting the Subleases] and gives to the Assignee vacant possession of the Property [subject to the Subleases] with effect from the Date of Entry.
8.[Landlord's Consent
The Landlord consents to this Assignation and, with effect from the Date of Entry, discharges the Assignor [and the Guarantor] from all liability for the obligations incumbent on the tenant [and the Guarantor] in respect of the Lease.]
9.Consent to Registration
The Parties consent to the registration of this Assignation for preservation and execution: IN WITNESS WHEREOF
This is the Schedule referred to in the foregoing Assignation [and Variation] [between][among] [] [and] [] [with the consent of] [and] []
Part 1
Subleases
1.[]
2.[]
Part 2
Variations to Lease
1.[Eg change of use []]
2.[]