An assignment and consent clause governs the tenant's ability to transfer its entire leasehold interest to a third party (assignee) who then becomes the new tenant under the lease. The clause defines the conditions under which the tenant may assign — typically requiring the landlord's prior written consent — and the standards the landlord may apply in granting or withholding that consent.
By Angel Campa, Founder · Updated March 2026
Assignment rights are a critical component of lease value for tenants planning to sell their business, merge with another entity, or exit a specific market. A lease with broad, freely assignable rights is a more valuable asset than one with highly restricted assignment rights. The "reasonably withheld" standard for landlord consent is the central battleground: what constitutes reasonable grounds for withholding consent determines how much practical control the landlord retains over who operates in the space. Many leases list permitted assignment scenarios (affiliates, parent, successor by merger) that do not require landlord consent at all.
Negotiate a "not to be unreasonably withheld, conditioned, or delayed" standard for landlord consent, and define reasonableness explicitly — the landlord may only consider the proposed assignee's financial strength and business reputation, not use the process to extract economic concessions. Include a deemed-approved mechanism: if the landlord fails to respond within 30 days, consent is automatically granted. Require a blanket assignment carve-out for transfers to affiliates, parent entities, subsidiaries, and successors by merger or acquisition of all or substantially all assets, which are the most common real-world assignment scenarios.
Absolute consent required (most landlord-favorable), consent not to be unreasonably withheld (most common middle ground), deemed consent after specified period without response, and lease-silent provisions subject to state law default rules.
Lextract extracts these fields directly from your lease PDF when this clause is present:
Subletting and Sublease Consent
A subletting and sublease consent clause governs the tenant's ability to lease all or part of the premises to a subtenant (sublessee) while the original tenant (sublessor) retains the primary lease obligation.
Recapture Clause
A recapture clause gives the landlord the right to take back — recapture — the leased premises when the tenant requests consent to assign the lease or sublet the space.
Personal Guarantee Clause
A personal guarantee clause is a provision by which an individual — typically the principal owner or officers of the tenant entity — unconditionally guarantees all obligations of the tenant under the lease.
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