What is an Assignment of Leases?

An Assignment of Leases is a legal document that transfers all rights, interests, and obligations under existing lease agreements from one property owner (the assignor) to another (the assignee). This document is typically executed when a rental property is sold, ensuring that the new owner steps into the shoes of the previous landlord regarding all tenant relationships. The assignment covers all terms of the existing leases, including rent collection rights, security deposits, and landlord responsibilities.

As a tenant, what happens to my lease when my building is sold?

When your building is sold, your lease remains valid and enforceable under its original terms. The new owner must honor your existing lease agreement through the Assignment of Leases. This means your rent amount, lease duration, and other conditions cannot be changed until your lease term expires. The new landlord assumes responsibility for maintaining the property, making repairs, and returning your security deposit when you move out. You'll typically receive notice about where to send rent payments, but the fundamental terms of your tenancy remain protected.

Can a new property owner evict me after buying the building?

Generally, a new property owner cannot evict you simply because they purchased the building. When leases are assigned during a property sale, the new owner must honor the terms of your existing lease until it expires. They can only terminate your tenancy for reasons specified in your lease agreement or permitted by local landlord-tenant laws, such as non-payment of rent or lease violations. However, once your lease term ends, the new owner may choose not to renew it, subject to proper notice requirements under local law.

As a landlord selling my rental property, what should I include in the Assignment of Leases?

When selling your rental property, your Assignment of Leases should include: a complete list of all current tenants and their contact information; copies of all lease agreements with their terms, conditions, and expiration dates; an accounting of all security deposits and prepaid rent being transferred; disclosure of any pending tenant disputes or maintenance issues; provisions regarding the transfer of tenant files and records; language clarifying the effective date when the new owner assumes landlord responsibilities; and indemnification clauses protecting you from liability for issues arising after the transfer. Having an attorney review this document is highly recommended.

What happens to security deposits during a lease assignment?

During a lease assignment, security deposits must be properly transferred from the selling landlord to the purchasing landlord. The Assignment of Leases should specifically document the amount of each tenant's security deposit being transferred. The seller typically credits these amounts to the buyer at closing. Most states have laws requiring the original landlord to either transfer all security deposits to the new owner or return them to tenants. The new owner becomes fully responsible for maintaining these deposits and returning them to tenants according to the lease terms and applicable law.

As a real estate investor, what should I verify before accepting an Assignment of Leases?

Before accepting an Assignment of Leases as a real estate investor, you should: review all existing lease agreements to understand their terms, rent amounts, and expiration dates; verify that security deposits match what's claimed by the seller; inspect the property to identify any maintenance issues tenants have reported; check for any pending evictions or tenant disputes; confirm that all leases comply with current laws and regulations; verify rental payment histories to identify problem tenants; and consider having an attorney review the assignment document. This due diligence helps prevent inheriting unexpected problems with the property or tenant relationships.

Do I need to sign a new lease with tenants after buying a rental property?

No, you don't need to sign new leases with existing tenants after buying a rental property. The Assignment of Leases transfers all existing lease agreements to you as the new owner, and these leases remain valid and enforceable under their original terms. However, it's good practice to send tenants a formal notice introducing yourself as the new owner, providing updated contact information for rent payments and maintenance requests, and confirming that you'll honor their existing lease terms. When individual leases expire, you can then negotiate new agreements if desired.

Can I raise the rent immediately after purchasing a rental property?

No, you cannot raise the rent immediately after purchasing a rental property if there are existing leases in place. Through the Assignment of Leases, you are bound by the terms of the current lease agreements, including the established rent amounts. You must wait until each lease expires before you can implement rent increases, and even then, you must follow all applicable local rent control laws and provide proper notice as required by state law. For month-to-month tenancies, you may be able to increase rent after providing legally required notice (typically 30-60 days depending on your location).

What notice must be given to tenants when a property is sold?

When a property is sold, tenants should receive written notice informing them of the change in ownership. While specific requirements vary by state, this notice typically includes: the name and contact information of the new owner or property management company; instructions on where and how to pay rent going forward; information about where security deposits are being held; new procedures for maintenance requests; and confirmation that existing lease terms will be honored. This notice should be provided promptly after the sale closes. Some states specify exact timeframes and methods for delivering this notice, so check your local laws.

What happens if the Assignment of Leases is not properly executed during a property sale?

If an Assignment of Leases is not properly executed during a property sale, it can create significant legal complications. The seller might remain legally responsible for the leases despite no longer owning the property. Tenants could face confusion about who their landlord is and where to direct rent payments and maintenance requests. The new owner might have difficulty enforcing lease terms or evicting problematic tenants. Security deposits might not be properly accounted for, creating potential liability. To avoid these issues, both parties should ensure the assignment is clearly documented in the purchase agreement and properly executed at closing, preferably with legal guidance.

Assignment of Leases: A Complete Guide for Landlords, Investors, and Tenants

Learn everything you need to know about lease assignments, including how they affect property sales, tenant rights, and landlord obligations when transferring rental property ownership.

Introduction

An Assignment of Leases is a legal document that transfers the rights and obligations of a landlord under existing lease agreements to a new property owner. This commonly occurs during the sale of rental properties, affecting both the new and previous owners as well as the tenants living in the property. Whether you're a tenant concerned about your lease when your building is sold, a landlord selling your rental property, or an investor acquiring properties with existing tenants, understanding lease assignments is crucial to protect your interests and ensure a smooth transition of property ownership.

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Key Things to Know

1
An Assignment of Leases automatically transfers with a property sale unless specifically excluded in the purchase agreement.
2
Tenants' rights remain protected during ownership transfers - your lease terms cannot be changed until your lease expires.
3
Security deposits must be properly accounted for and transferred to the new owner during the assignment process.
4
New property owners must honor existing lease agreements but can implement changes once leases expire.
5
Both buyers and sellers should conduct thorough due diligence on all existing leases before completing a property transaction.
6
Tenants should receive prompt written notice when property ownership changes, including new contact information for rent payments and maintenance requests.
7
The Assignment of Leases document should clearly outline all responsibilities and liabilities for both the previous and new owners.
8
State and local laws may have specific requirements regarding lease assignments and tenant notifications during property sales.

Key decisions before you file

Before you file a Assignment of Leases in Indiana, a few decisions shape the document: which option to choose and what each one means. The Assignment of Leases guide walks through them.

Open the Assignment of Leases guide

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ASSIGNMENT OF LEASES

AGREEMENT

THIS ASSIGNMENT OF LEASES (this "Assignment") is made and entered into as of ________________, [YEAR] (the "Effective Date"), by and between:

ASSIGNOR: ________________________________, a _________________ [entity type] with its principal place of business at ________________________________ ("Assignor"); and

ASSIGNEE: ________________________________, a _________________ [entity type] with its principal place of business at ________________________________ ("Assignee").

Assignor and Assignee are sometimes individually referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Assignor is the owner of that certain real property and improvements thereon located at ________________________________, legally described in Exhibit A attached hereto and incorporated herein by this reference (the "Property");

WHEREAS, Assignor, as landlord, has entered into certain lease agreements (collectively, the "Leases") with various tenants (collectively, the "Tenants") for the rental of units within the Property, which Leases are more particularly described in Exhibit B attached hereto and incorporated herein by this reference;

WHEREAS, Assignor and Assignee have entered into that certain Purchase and Sale Agreement dated ________________, [YEAR] (the "Purchase Agreement"), pursuant to which Assignor has agreed to sell, and Assignee has agreed to purchase, the Property; and

WHEREAS, in connection with the sale of the Property, Assignor desires to assign to Assignee, and Assignee desires to assume from Assignor, all of Assignor's right, title, interest, duties, and obligations as landlord under the Leases, subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. ASSIGNMENT AND ASSUMPTION

1.1 Assignment of Leases

Subject to the terms and conditions of this Assignment and the Purchase Agreement, Assignor hereby assigns, transfers, conveys, and delivers to Assignee, effective as of 12:01 a.m. on the Effective Date (the "Transfer Time"), all of Assignor's right, title, and interest as landlord in, to, and under the Leases, including, without limitation:

(a) All rights to receive and collect all rent, additional rent, fees, charges, and other amounts payable by Tenants under the Leases;

(b) All rights to enforce the terms, covenants, and conditions of the Leases;

(d) All rights to any security deposits, advance rent payments, pet deposits, cleaning deposits, and any other deposits paid by Tenants under the Leases, as more particularly set forth in Exhibit C attached hereto and incorporated herein by this reference; and

(e) All other rights, privileges, and benefits accruing to the landlord under the Leases.

1.2 Assumption of Obligations

Assignee hereby accepts the foregoing assignment and, effective as of the Transfer Time, assumes and agrees to perform, fulfill, and comply with all covenants, obligations, liabilities, and responsibilities of Assignor as landlord under the Leases that arise, accrue, or are to be performed from and after the Transfer Time, including, without limitation:

(a) All obligations to maintain and repair the Property as required under the Leases;

(b) All obligations to provide services and utilities to the Tenants as required under the Leases;

(c) All obligations to refund security deposits and other deposits to Tenants in accordance with the terms of the Leases and applicable law;

(d) All obligations to comply with applicable laws and regulations affecting the Property and the landlord-tenant relationship; and

(e) All other duties and obligations of the landlord under the Leases.

2. LEASE INVENTORY AND PROPERTY DESCRIPTION

2.1 Property Description

The Property subject to this Assignment is legally described in Exhibit A attached hereto and made a part hereof, which includes the complete legal description, address, parcel numbers, and all other identifying information for the Property.

2.2 Lease Inventory

The Leases subject to this Assignment are listed in Exhibit B attached hereto and made a part hereof, which includes for each Lease: (i) the name(s) of the Tenant(s), (ii) the unit number or other identification of the leased premises, (iii) the date of the Lease, (iv) the term of the Lease, including commencement and expiration dates, (v) the current monthly rent, (vi) the amount of any security deposit or other deposits, and (vii) any material modifications or amendments to the original Lease.

3. FINANCIAL PROVISIONS

3.1 Security Deposit Transfer

Assignor hereby transfers to Assignee all security deposits, pet deposits, cleaning deposits, and other deposits paid by Tenants under the Leases, as set forth in Exhibit C attached hereto, in the aggregate amount of $________________. Assignee acknowledges receipt of such deposits and assumes all obligations for the return of such deposits in accordance with the terms of the Leases and applicable law. Assignor represents and warrants that all security deposits have been maintained in compliance with applicable law.

3.2 Rent Proration

All rent and other payments under the Leases shall be prorated between Assignor and Assignee as of the Transfer Time. Assignor shall be entitled to all rent and other payments attributable to the period prior to the Transfer Time, and Assignee shall be entitled to all rent and other payments attributable to the period from and after the Transfer Time. The proration of rent and other payments shall be made in accordance with the terms of the Purchase Agreement.

3.3 Prepaid Rent

Assignor hereby transfers to Assignee all prepaid rent paid by Tenants for periods after the Transfer Time, as set forth in Exhibit D attached hereto, in the aggregate amount of $________________. Assignee acknowledges receipt of such prepaid rent and assumes all obligations to provide the Tenants with the benefits for which such prepaid rent was paid.

3.4 Rent Arrearages

Any rent or other payments under the Leases that are in arrears as of the Transfer Time ("Delinquent Amounts") shall be handled as follows:

(a) Assignor hereby assigns to Assignee all right, title, and interest in and to any Delinquent Amounts, which are set forth in Exhibit E attached hereto.

(b) Assignee shall make commercially reasonable efforts to collect such Delinquent Amounts in the ordinary course of business, but shall not be obligated to institute any legal proceedings to collect such amounts.

(c) Any amounts collected by Assignee from a Tenant after the Transfer Time shall be applied first to rent and other charges due for the month in which the Transfer Time occurs (subject to proration as provided in Section 3.2), then to rent and other charges coming due after the Transfer Time, and then to Delinquent Amounts.

(d) Assignee shall remit to Assignor any Delinquent Amounts collected by Assignee within fifteen (15) business days after receipt, less a collection fee equal to ____% of the Delinquent Amounts collected.

4. REPRESENTATIONS AND WARRANTIES

4.1 Assignor's Representations and Warranties

Assignor hereby represents and warrants to Assignee as follows:

(a) Lease Status. All Leases are in full force and effect and have not been modified, amended, or extended except as expressly set forth in Exhibit B. To Assignor's actual knowledge, no Tenant is in material default under its Lease, and Assignor has not received any written notice of any default by Assignor under any Lease that remains uncured. There are no pending disputes, claims, or litigation with any Tenant, except as disclosed in Exhibit F attached hereto.

(b) Lease Completeness. The Leases listed in Exhibit B constitute all of the leases, tenancies, licenses, occupancy agreements, and other agreements for the use or occupancy of any portion of the Property in effect as of the Effective Date. Assignor has provided Assignee with true, correct, and complete copies of all Leases, including all amendments, modifications, and supplements thereto.

(c) Authority to Assign. Assignor has full right, power, and authority to assign the Leases to Assignee without the consent or approval of any third party, except as has been obtained prior to the Effective Date. The execution, delivery, and performance of this Assignment by Assignor have been duly authorized by all necessary action on the part of Assignor.

(d) No Conflicts. The assignment of the Leases to Assignee will not conflict with or result in a breach of any agreement to which Assignor is a party or by which Assignor or the Property is bound.

(e) No Prior Assignments. Assignor has not previously assigned, transferred, pledged, or hypothecated its interest in any of the Leases or any rents or other amounts payable thereunder, except as disclosed in Exhibit G attached hereto.

(f) Security Deposits. Exhibit C sets forth a true, correct, and complete list of all security deposits, pet deposits, cleaning deposits, and other deposits paid by Tenants under the Leases, and all such deposits have been maintained in compliance with applicable law.

(g) Prepaid Rent. Exhibit D sets forth a true, correct, and complete list of all prepaid rent paid by Tenants for periods after the Transfer Time.

(h) Delinquent Amounts. Exhibit E sets forth a true, correct, and complete list of all Delinquent Amounts as of the Transfer Time.

4.2 Assignee's Representations and Warranties

Assignee hereby represents and warrants to Assignor as follows:

(a) Authority. Assignee has full right, power, and authority to assume the Leases from Assignor without the consent or approval of any third party, except as has been obtained prior to the Effective Date. The execution, delivery, and performance of this Assignment by Assignee have been duly authorized by all necessary action on the part of Assignee.

(b) No Conflicts. The assumption of the Leases from Assignor will not conflict with or result in a breach of any agreement to which Assignee is a party or by which Assignee is bound.

5. INDEMNIFICATION

5.1 Assignor's Indemnification

Assignor shall defend, indemnify, and hold harmless Assignee and its officers, directors, shareholders, members, partners, employees, agents, successors, and assigns (collectively, the "Assignee Indemnitees") from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) asserted against or incurred by any Assignee Indemnitee arising out of or relating to:

(a) Any breach by Assignor of any representation, warranty, covenant, or obligation of Assignor set forth in this Assignment;

(b) Any obligation or liability under the Leases arising or accruing prior to the Transfer Time;

(c) Any claim by a Tenant relating to a security deposit or other deposit to the extent such deposit was not transferred to Assignee or was misapplied by Assignor prior to the Transfer Time; and

(d) Any claim by a Tenant relating to any act or omission of Assignor as landlord under the Leases occurring prior to the Transfer Time.

5.2 Assignee's Indemnification

Assignee shall defend, indemnify, and hold harmless Assignor and its officers, directors, shareholders, members, partners, employees, agents, successors, and assigns (collectively, the "Assignor Indemnitees") from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) asserted against or incurred by any Assignor Indemnitee arising out of or relating to:

(a) Any breach by Assignee of any representation, warranty, covenant, or obligation of Assignee set forth in this Assignment;

(b) Any obligation or liability under the Leases arising or accruing from and after the Transfer Time;

(c) Any claim by a Tenant relating to a security deposit or other deposit to the extent such deposit was transferred to Assignee; and

(d) Any claim by a Tenant relating to any act or omission of Assignee as landlord under the Leases occurring from and after the Transfer Time.

5.3 Indemnification Procedures

The indemnification obligations set forth in this Section 5 shall be subject to the following procedures:

(a) The party seeking indemnification (the "Indemnified Party") shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") in writing of any claim, demand, cause of action, loss, damage, liability, cost, or expense for which indemnification is sought (a "Claim"), which notice shall include a description of the Claim and all documents and information in the Indemnified Party's possession relating to the Claim.

(b) The Indemnifying Party shall have the right to control the defense of any Claim with counsel of its choice, provided that such counsel is reasonably acceptable to the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party in the defense of any Claim, including by providing access to relevant documents and employees.

(c) The Indemnified Party shall have the right to participate in the defense of any Claim with counsel of its choice at its own expense.

(d) The Indemnifying Party shall not settle any Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned, or delayed, unless such settlement (i) includes an unconditional release of the Indemnified Party from all liability arising out of such Claim, (ii) does not include any admission of liability or wrongdoing by the Indemnified Party, and (iii) does not include any non-monetary obligations of the Indemnified Party.

6. TENANT NOTIFICATION

6.1 Notice to Tenants

Within five (5) business days after the Effective Date, Assignor and Assignee shall jointly prepare and deliver to each Tenant a written notice (the "Tenant Notice") advising the Tenant of:

(a) The transfer of ownership of the Property from Assignor to Assignee;

(b) The assignment of the Tenant's Lease from Assignor to Assignee;

(d) The name, address, telephone number, and other contact information of Assignee or Assignee's property manager for purposes of (i) making rental payments, (ii) requesting maintenance and repairs, and (iii) giving notices under the Lease; and

(e) Any other information required by applicable law or reasonably requested by Assignee.

6.2 New Payment Instructions

The Tenant Notice shall include clear instructions for Tenants regarding where and how to submit rental payments from and after the Effective Date, including:

(a) The name of the payee for rental payments;

(b) The mailing address for rental payments made by check or money order;

(d) Any other information necessary for Tenants to properly direct rental payments to Assignee.

6.3 Contact Information Update

The Tenant Notice shall include the following contact information for Assignee or Assignee's property manager:

(a) The name, address, telephone number, and email address for maintenance requests and other communications;

(b) Emergency contact information for after-hours emergencies;

(d) Office hours and procedures for in-person communications.

6.4 Form of Notice

The Tenant Notice shall be in the form attached hereto as Exhibit H or such other form as may be agreed upon by Assignor and Assignee, provided that such form complies with all requirements of applicable law.

7. TRANSITION PROVISIONS

7.1 Document Transfer

On or before the Effective Date, Assignor shall deliver to Assignee the following documents and materials:

(a) Original executed copies of all Leases, including all amendments, modifications, and supplements thereto;

(b) All tenant files, including rental applications, credit reports, background checks, correspondence, notices, and other documents relating to the Tenants;

(c) All maintenance records, work orders, inspection reports, and other documents relating to the maintenance and repair of the Property;

(d) All warranties, guaranties, and service contracts relating to the Property;

(e) All building plans, specifications, permits, certificates of occupancy, and other documents relating to the construction and operation of the Property; and

(f) All other documents and materials reasonably necessary for Assignee to assume the role of landlord under the Leases.

7.2 Keys and Access Devices

On or before the Effective Date, Assignor shall deliver to Assignee all keys, access cards, gate remotes, and other property access devices in Assignor's possession or control, including:

(a) Master keys to all units and common areas;

(b) Individual unit keys, including any duplicate keys;

(d) Access cards, fobs, or other electronic access devices;

(e) Gate remotes, garage door openers, and other access devices; and

(f) A key log or inventory identifying all keys and access devices and their purposes.

7.3 Pending Applications

Assignor shall provide Assignee with copies of all pending rental applications and the status of each application. Assignee shall have the right, but not the obligation, to honor any approved applications for which a lease has not yet been executed. For any approved applications for which Assignee elects to proceed, Assignor shall transfer to Assignee any application fees, credit check fees, or deposits received from the applicant.

7.4 Maintenance Requests

Assignor shall provide Assignee with a list of all pending maintenance requests and the status of each request. Assignee shall assume responsibility for completing all pending maintenance requests from and after the Transfer Time. Assignor shall be responsible for the cost of completing any maintenance requests that were required to be completed prior to the Transfer Time under the terms of the applicable Lease or applicable law.

7.5 Vendor Relationships

Assignor shall provide Assignee with a list of all vendors, contractors, and service providers currently providing services to the Property, including contact information and a description of the services provided. Assignor shall cooperate with Assignee in transitioning vendor relationships to Assignee, including by providing introductions and facilitating communications.

8. LEGAL COMPLIANCE

8.1 Compliance with Local Laws

This Assignment and the transfer of landlord responsibilities contemplated hereby shall comply with all applicable federal, state, and local laws, regulations, and ordinances, including, without limitation, all applicable landlord-tenant laws. If any provision of this Assignment conflicts with any applicable law, such provision shall be deemed modified to the extent necessary to comply with such law.

8.2 Rent Control Compliance

For any units subject to rent control, rent stabilization, or similar regulations (collectively, "Rent Control Laws"), Assignee acknowledges and agrees that:

(a) Assignee shall comply with all applicable Rent Control Laws from and after the Transfer Time;

(b) Assignee shall maintain all records required by applicable Rent Control Laws;

(c) Assignee shall register as the new owner/landlord with any applicable rent control board or agency within the time period required by applicable Rent Control Laws; and

(d) Assignee shall not take any action that would violate the rights of any Tenant under applicable Rent Control Laws.

8.3 Fair Housing Compliance

Assignee acknowledges and agrees that:

(a) Assignee shall comply with all applicable fair housing laws, including, without limitation, the federal Fair Housing Act, state fair housing laws, and local fair housing ordinances;

(b) Assignee shall not discriminate against any Tenant or prospective tenant on the basis of race, color, religion, national origin, sex, familial status, disability, or any other protected characteristic under applicable law; and

(c) Assignee shall provide reasonable accommodations and modifications for Tenants with disabilities in accordance with applicable law.

8.4 Required Disclosures

Assignee shall be responsible for providing all disclosures required by applicable law to be provided to Tenants from and after the Transfer Time, including, without limitation, lead-based paint disclosures, mold disclosures, asbestos disclosures, and any other disclosures required by applicable environmental laws.

9. DISPUTE RESOLUTION

9.1 Governing Law

This Assignment shall be governed by and construed in accordance with the laws of the State of ________________, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction.

9.2 Dispute Resolution Mechanism

Any dispute, claim, or controversy arising out of or relating to this Assignment or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in ________________ [city], ________________ [state] before a single arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude the Parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

9.3 Attorney Fees and Costs

In the event of any dispute, claim, or controversy arising out of or relating to this Assignment, the prevailing Party shall be entitled to recover from the non-prevailing Party all reasonable attorneys' fees, expert witness fees, and other costs and expenses incurred by the prevailing Party in connection with such dispute, claim, or controversy, including any such fees, costs, and expenses incurred in any arbitration or judicial proceeding.

9.4 Limitation of Liability

Neither Party shall be liable to the other Party for any indirect, special, incidental, punitive, or consequential damages arising out of or relating to this Assignment, regardless of the legal theory under which such damages are sought, and even if the Parties have been advised of the possibility of such damages or loss.

10. MISCELLANEOUS

10.1 Entire Agreement

This Assignment, together with the Purchase Agreement and all exhibits and schedules attached hereto and thereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings of the Parties, whether written or oral, relating to the subject matter hereof.

10.2 Severability

If any provision of this Assignment, or any portion thereof, is held to be invalid, illegal, void, or unenforceable by any court or tribunal of competent jurisdiction, the remainder of this Assignment shall remain in full force and effect to the maximum extent permitted by law. The Parties agree that any such invalid, illegal, void, or unenforceable provision shall be modified and limited in its effect to the extent necessary to cause it to be enforceable, or if such modification is not possible, shall be deemed severed from this Assignment. In such event, the Parties shall negotiate in good faith to replace any invalid, illegal, void, or unenforceable provision with a valid, legal, and enforceable provision that corresponds as closely as possible to the Parties' original intent and economic expectations. The invalidity or unenforceability of any provision in one jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction.

10.3 Amendment

This Assignment may be amended, modified, or supplemented only by a written instrument executed by both Parties. No waiver of any provision of this Assignment shall be effective unless in writing and signed by the Party against whom such waiver is sought to be enforced.

10.4 Binding Effect

This Assignment shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

10.5 Assignment

Neither Party may assign this Assignment or any rights or obligations hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that either Party may assign this Assignment to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets without the consent of the other Party.

10.6 No Third-Party Beneficiaries

This Assignment is for the sole benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Assignment.

10.7 Counterparts

This Assignment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Assignment delivered by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Assignment.

10.8 Further Assurances

Each Party shall, upon the reasonable request of the other Party, execute and deliver such further documents and instruments and take such further actions as may be necessary or appropriate to effectuate the purposes and intent of this Assignment.

10.9 Notices

All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective Parties at the addresses set forth below (or to such other address as may be designated by a Party from time to time in accordance with this Section 10.9):

If to Assignor:

Attention: ______________________ Email: _________________________

If to Assignee:

Attention: ______________________ Email: _________________________

10.10 Survival

The representations, warranties, covenants, and agreements of the Parties contained in Sections 4, 5, 8, 9, and 10 shall survive the execution and delivery of this Assignment and the consummation of the transactions contemplated hereby.

10.11 Time of Essence

Time is of the essence with respect to all provisions of this Assignment that specify a time for performance.

10.12 Construction

This Assignment shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The exhibits and schedules referred to herein shall be construed with, and as an integral part of, this Assignment to the same extent as if they were set forth verbatim herein.

10.13 Headings

The headings in this Assignment are for reference only and shall not affect the interpretation of this Assignment.

SIGNATURE PAGE FOLLOWS

IN WITNESS WHEREOF, the Parties have executed this Assignment as of the Effective Date.

ASSIGNOR:

By: _____________________________ Name: __________________________ Title: ___________________________

ASSIGNEE: