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9781614389378

The Sublease and Assignment Deskbook Legal Issues, Forms, and Drafting Techniques for Commercial Lease Transfers

by
  • ISBN13:

    9781614389378

  • ISBN10:

    1614389373

  • Edition: 2nd
  • Format: Package
  • Copyright: 2016-08-07
  • Publisher: American Bar Association
  • Purchase Benefits
List Price: $159.95

Summary

Because so many elements are involved in agreements between landlord and tenant, a commercial lease is never "one size fits all." This book examines the numerous issues that can occur when a lease is transferred in part by a sublease or in its entirety by an assignment. Organized for ease of use, this deskbook provides in-depth guidance to the multitude of problems and issues that can arise when a lease is transferred in part by a sublease or in its entirety by an assignment.

Written by members of the Assignment and Subleasing Committee and other Leasing Group committees of the ABA Section of Real Property, Trust and Estate Law, The Sublease and Assignment Deskbook reviews specific subleasing and assignment problems and case law in a practical context while offering strategies and drafting techniques for dealing with them. It also contains extensive form prime lease transfer clauses, subleases, assignments, recognition agreements and related documents taken from actual documents from a number of leasing attorneys. These documents, also included on CD-ROM, demonstrate alternative drafting approaches and techniques for specific situations.

This updated edition features new chapters and additional forms and clauses, in addition to revisions to materials from the first edition, including the lessons learned and the impact of the real estate recession.

Author Biography

Brent C. Shaffer is a partner in the Wilmington, Delaware firm of Young Conaway Stargatt & Taylor, LLP.

Table of Contents

Table of Contents

Introduction

PART 1 BASICS OF SUBLEASING AND ASSIGNMENTS

CHAPTER 1 DIFFERENCES OF ASSIGNMENTS AND SUBLEASES AT LAW AND OTHER BASICS OF LEASE TRANSFERS
CHAPTER 2 OVERVIEW OF ASSIGNMENT AND SUBLEASING ISSUES IN COMMERCIAL LEASES
CHAPTER 3 DEALING WITH DISTRESSED TENANTS: A CASE STUDY
CHAPTER 4 SUBLEASE DUE DILIGENCE

PART II TRANSFER RIGHTS AND LANDLORD CONSENTS

CHAPTER 5 IMPACT OF SUBLEASING AND ASSIGNMENT CLAUSES ON TRANSFERS OF BUSINESSES
CHAPTER 6 THE IMPLIED DUTY OF LANDLORD REASONABLENESS IN CONSENTS TO ASSIGNMENTS AND SUBLEASES
CHAPTER 7 DECISIONS APPLYING THE REASONABLE CONSENT STANDARD TO ASSIGNMENTS
CHAPTER 8 CHANGES IN TENANT COMPOSITION: CONFLICTING GOALS AND NEEDS OF LANDLORD AND TENANT
CHAPTER 9 CASE LAW REGARDING IMPACT OF LEASE ASSIGNMENT LANGUAGE ON BUSINESS RESTRUCTURINGS

PART III RIGHTS AND RELATIONSHIPS AMONG SUBLEASE AND ASSIGNMENT PARTIES

CHAPTER 10 ISSUES AFFECTING ORIGINAL TENANT AFTER ASSIGNMENT
CHAPTER 11 DEFAULT BY ASSIGNEE OF TENANT: RIGHTS AND OBLIGATIONS OF THE PARTIES
CHAPTER 12 ENFORCEABILITY OF CLAUSES PROVIDING FOR PROFIT-SHARING AND TERMINATION RIGHTS UPON TRANSFER REQUEST
CHAPTER 13 ENFORCEABILITY OF TERMINATION CLAUSES UPON TENANT BREACH OF TRANSFER RESTRICTIONS |
CHAPTER 14 TENANT STRATEGY UPON TRANSFER PROHIBITION
CHAPTER 15 OVERLANDLORD CONSENTS AND RECOGNITION AGREEMENTS
CHAPTER 16 SUBLEASING A PORTION OF THE PREMISES
CHAPTER 17 LEASE TRANSFER REQUIREMENTS OF SPECIFIC TYPES OF TENANTS

PART IV THE IMPACT OF BANKRUPTCY ON ASSIGNMENTS AND SUBLEASING

CHAPTER 18 BANKRUPTCIES AND SUBLEASED PROPERTIES: AN OVERVIEW OF THE ISSUES
CHAPTER 19 EFFECTS OF THE SUBLESSOR'S BANKRUPTCY
CHAPTER 20 ASSIGNMENTS OF RETAIL LEASES IN BANKRUPTCY

PART V DRAFTING TECHNIQUES

CHAPTER 21 HOW LEASE LANGUAGE CREATES COMMON AND UNCOMMON ASSIGNMENT/SUBLETTING PROBLEMS
CHAPTER 22 DRAFTING THE SUBLEASE
CHAPTER 23 DRAFTING THE PRIME LEASE ASSIGNMENT AND SUBLETTING CLAUSE
CHAPTER 24 DISSECTING THE TYPICAL TENANT MERGER CLAUSE
CHAPTER 25 DRAFTING THE LEASE TO MAINTAIN LANDLORD CONTROL IN A SHOPPING CENTER TENANT'S BANKRUPTCY

PART VI FORMS AND CLAUSES

SECTION 1 SUBLEASE CLAUSES
SECTION 2 PRIME LEASE COMPREHENSIVE ASSIGNMENT AND SUBLEASING PROVISIONS
SECTION 3 PRIME LEASE CLAUSES DEFINING TRANSFERS
SECTION 4 PRIME LEASE CLAUSES: CONDITIONS TO CONSENT
SECTION 5 PRIME LEASE CLAUSES: NONDISTURBANCE AND CURE
SECTION 6 PRIME LEASE CLAUSES: TRANSFER PROCEEDS, SHARING, AND RENT INCREASES
SECTION 7 COMPLETE FORM DOCUMENTS

Supplemental Materials

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