Tenant Protections
Go dark clause
Also called: going dark, cease operations provision
A go dark clause governs whether a retail tenant may close its store while continuing to pay rent through the end of the term. Tenants want the right; landlords resist it because a dark store reduces center traffic and can trigger co-tenancy remedies for neighboring tenants.
Going dark means the store closes and the rent keeps coming. Whether that is permitted depends entirely on how the lease treats [continuous operation](/glossary/continuous-operation-clause).
Why a tenant wants the right
An underperforming location is a cash drain beyond rent: payroll, utilities, inventory, and management attention. Where the lease has no early termination right, closing the store and paying rent can be the cheapest available outcome. A tenant that cannot go dark is contractually required to keep losing money in two directions at once.
Why a landlord resists
A dark unit hurts the property beyond the one lease. It reduces traffic for neighbors, it can trip co-tenancy thresholds elsewhere in the center, it eliminates percentage rent, and lenders and appraisers treat a dark unit as a vacancy regardless of whether rent is being paid.
The negotiated middle
Most deals land somewhere between an absolute prohibition and an unqualified right:
- A recapture right. The tenant may go dark, but the landlord may then terminate the lease and take the space back within a stated window. This is the most common resolution and it is usually acceptable to both sides.
- Go dark permitted after a stated period, such as after year three or after the initial term's amortized costs are recovered.
- Go dark with loss of protections. The tenant may close but forfeits its exclusive use and any co-tenancy remedy while dark.
- Maintenance and appearance obligations while dark, including keeping the storefront in good condition and signage in place.
Read it with the assignment article
A tenant that cannot go dark and cannot assign or sublet without unreasonable landlord consent has no exit at all. The assignment and subletting standard, the go dark provision, and any kick-out clause form a single exit strategy and should be negotiated together rather than article by article.
Catch this clause when it changes
CRE Redline pulls every tracked change out of each redline round, ranks it by how much it moves, and keeps contested clauses visible from round to round. Round 1 of every deal is free.
Analyze your first round freeRelated terms
A continuous operation clause requires a tenant to remain open for business during stated hours throughout the term, rather than merely paying rent.
A co-tenancy clause lets a retail tenant reduce rent or terminate its lease if named anchor tenants close or if overall occupancy at the center falls below a stated threshold.
A recapture clause lets a landlord take back leased space and terminate the lease as to that space when a tenant requests consent to assign or sublet, or when the tenant goes dark.
Assignment and subletting provisions govern whether and how a tenant may transfer its lease or hand possession to someone else, and on what conditions the landlord may withhold consent.
A kick-out clause gives a retail tenant the right to terminate its lease early if sales fail to reach a stated threshold by a measurement date, usually after the third or fourth year.
This page is general information, not legal advice. Review lease language with qualified counsel.