Legal Question in Business Law in California

You can't really unless the landlord and other creditors agree to release you from the original agreements. You can try including a security agreement that gives you a lien and allows you to "foreclose" on the buyer if he/she doesn't pay, but you may need to go to court to enforce the lien.

I would suggest that your statement about subleasing being the only option to sell is incorrect. You should hire a business business broker and a good attorney.

Sub leasing? Buyer? I guess you mean you are selling the business and the buyer of the business will be sub-leasing the premises from you. Probably your best protection is to find an experienced and well-financed sub-tenant. Reasonable terms, hard work and good luck will do the rest. Oh, a security deposit would help. Above all, make sure the new arrangement has the approval of the landlord and have the documentation done by a lawyer with experience in restaurant leasing.

The whole thing sounds like a disguised security transaction to me. Be careful of those, they never turn out good.

This is where the purchase agreement, representations and warranties, review of the Buyer's financial statements, and personal guarantees all become elements of the transaction. You really should seek good counsel for a transaction such as the sale of a business. Be sure you engage counsel with specific espertise in acquisition transactions.

A sublease generally needs to provide specific instruction as to what happens if there is a default to protect you. If the Buyer is undercapitalized, your risk obviously goes up. The first thing I would look at carefully is your existing lease. Do you have the right to Sublease? What exactly does it say about assignment. Start with the governing document.