The Sublease and Assignment Deskbook

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

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