Commercial Lease Assumption Agreement Template

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This Commercial Lease Assumption Agreement (the “Assumption Agreement”) is made as of [Effective Date] by and among:

Landlord: [Landlord Legal Name], address: [Address] (“Landlord”)

Current Tenant: [Current Tenant Legal Name], address: [Address] (“Current Tenant”)

Assuming Tenant: [Assuming Tenant Legal Name], address: [Address] (“Assuming Tenant”)

1. Lease and Premises

1.1 Lease Date: [Lease Date]

1.2 Premises: [Property address + suite/unit + description].

1.3 Lease Parties: Landlord and Current Tenant.

1.4 Copy of the lease is: ☐ attached as Exhibit A ☐ not attached.

2. Assumption of Lease Obligations

2.1 Assumption. As of [Assumption Effective Date], Assuming Tenant assumes and agrees to perform all tenant obligations under the Lease, including payment of rent and compliance with all lease terms.

2.2 No Modification. Except as stated in this Assumption Agreement, the Lease remains unchanged and in full force.

3.1 This Assumption Agreement is conditioned on Landlord’s written consent if required by the Lease.

3.2 If consent is not obtained by [Consent Deadline Date], then: ☐ this agreement is void ☐ the Parties may extend the deadline in writing.

4. Security Deposit and Prorations

4.1 Security Deposit (Select One):

☐ Existing deposit credit transfers to Assuming Tenant

☐ Current Tenant and Assuming Tenant settle deposit between themselves; Landlord continues to hold deposit under the Lease

☐ Other: [Describe]

4.2 Rent and Charges Proration: [Explain what each party pays and when].

5. Representations (Basic)

5.1 Assuming Tenant represents it has reviewed the Lease and accepts its terms.

5.2 Current Tenant represents it is the current tenant under the Lease and, to its knowledge, the Lease is in effect, except: [If any].

6. Liability and Indemnity (Optional)

6.1 Pre/ Post Effective Date:

Current Tenant is responsible for obligations arising before the Assumption Effective Date.
Assuming Tenant is responsible for obligations arising on and after the Assumption Effective Date.

Current Tenant is responsible for obligations arising before the Assumption Effective Date.

Assuming Tenant is responsible for obligations arising on and after the Assumption Effective Date.

6.2 Release (If Any):

☐ No release of Current Tenant

☐ Landlord releases Current Tenant as of the Assumption Effective Date (must be expressly stated by Landlord)

6.3 Indemnity (Optional):

Assuming Tenant indemnifies Current Tenant for post-effective date obligations
Current Tenant indemnifies Assuming Tenant for pre-effective date obligations

Assuming Tenant indemnifies Current Tenant for post-effective date obligations

Current Tenant indemnifies Assuming Tenant for pre-effective date obligations

7. Notices

7.1 Notices must be in writing and delivered to the addresses above.

8. Governing Law

8.1 This Assumption Agreement is governed by the laws of [State/Country].

Signatures

Current Tenant: [Current Tenant Legal Name]

Name/Title: [Signer Name, Title]

Date: [Date]

Signature: ___________________________

Assuming Tenant: [Assuming Tenant Legal Name]

Name/Title: [Signer Name, Title]

Date: [Date]

Signature: ___________________________

Landlord Consent (If Required):

Landlord acknowledges and consents to this Assumption Agreement, subject to the Lease and any conditions stated here: [Conditions].

Landlord: [Landlord Legal Name]

Name/Title: [Signer Name, Title]

Date: [Date]

Signature: ___________________________

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Reviewed July 2026 Free download, PDF & DOCX

What is a commercial lease assumption agreement?

A Commercial Lease Assumption Agreement is a document where a new party (the “Assuming Tenant”) agrees to take on the tenant obligations under an existing commercial lease as of a specified effective date. It’s often used alongside an assignment of lease, purchase of a business, or corporate restructuring.

How is assumption different from assignment?

An assignment is the transfer document between the existing tenant and the new tenant. Assumption is the new tenant’s written promise to take on lease duties. Many transactions use both: an Assignment Agreement + an Assumption Agreement, plus landlord consent if required.

Do you still need landlord consent?

Usually yes if the original lease requires it. This template includes landlord consent as a condition and an optional landlord signature block.

What should be included?

Include: lease identification, effective date, assumption of all tenant obligations, confirmation the lease remains unchanged, any security deposit handling, and indemnities for pre/post-effective date obligations.

Does the original tenant remain liable?

Often yes unless the landlord provides a written release/novation. This template includes neutral language and a place to indicate whether a release is granted.

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