A go-dark clause gives a tenant the contractual right to stop operating its business and cease all commercial activity at the leased premises while continuing to pay rent, without being in default of the lease. It operates as an exception to any continuous operation obligation that might otherwise require the tenant to maintain active business operations throughout the lease term.
By Angel Campa, Founder · Updated March 2026
For national retail chains and restaurant operators, the ability to close underperforming locations without breaking the lease provides critical operational flexibility during restructuring, brand repositioning, or economic downturns. Landlords oppose go-dark rights because a vacant space reduces foot traffic, harms other tenants, and may trigger co-tenancy rights for neighboring retailers. The presence or absence of a go-dark clause is therefore a high-stakes negotiating point for anchor tenants and major retailers with portfolios spanning hundreds of locations.
Tenants should seek broad go-dark rights with minimal conditions - ideally, the right to cease operations at any time without cause while continuing rent obligations. If the landlord insists on limitations, negotiate a minimum operating period before the go-dark right activates (e.g., must operate for at least 12 months before going dark), and a cap on how long the space can remain dark before the landlord earns recapture rights. Some tenants accept a go-dark right conditioned on maintaining the storefront appearance and basic utilities to preserve center aesthetics.
Unconditional go-dark rights (rare, available only to strong-credit national anchors), conditional go-dark rights requiring continued payment and maintenance obligations, limited dark periods after which the landlord earns recapture rights, and go-dark provisions tied to portfolio-wide closures rather than location-specific decisions.
Lextract extracts these fields directly from your lease PDF when this clause is present:
Co-Tenancy Clause
A co-tenancy clause is a lease provision - almost exclusively found in retail leases - that gives a tenant the right to pay reduced rent or terminate the lease if certain anchor tenants or a minimum occupancy threshold in the shopping center falls below a specified level.
Kick-Out Clause
A kick-out clause is a lease provision that grants the tenant the right to terminate the lease early if sales revenue fails to reach a specified threshold within a defined measurement period.
A go-dark clause gives a tenant the contractual right to stop operating its business and close the leased premises while continuing to pay rent, without being in default. It operates as an exception to any continuous operation requirement that would otherwise require the tenant to maintain active business operations. Go-dark clauses are most valuable for national retail chains and restaurant operators managing portfolios of hundreds of locations.
Tenants should seek broad go-dark rights with minimal conditions - ideally, the right to cease operations at any time without cause while continuing all rent obligations. If the landlord insists on limitations, negotiate a minimum operating period before the right activates (e.g., 12 months), a cap on how long the space can remain dark before recapture rights arise, and maintenance requirements limited to basic storefront appearance and utilities to preserve center aesthetics.
When an anchor tenant exercises a go-dark right, neighboring tenants with co-tenancy clauses may claim their co-tenancy condition has been violated - the anchor is technically leasing but not operating. Some co-tenancy clauses include "dark anchor" provisions that trigger even when the space remains leased but dark. This creates a cascading effect: one anchor going dark can trigger rent reductions or termination rights for multiple in-line tenants, making go-dark clauses a significant concern for landlords of multi-tenant properties.
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