Does anyone have lease language for an equity deal?
September 10, 2023
by a searcher from University of Virginia-Darden - Darden School of Business in Bethesda, MD, USA
Hi,
I'm looking at an equity deal and one of the checklist items to have is a lease amendment for if / when I was to assume ownership of the company and takeover the space. Does anyone have good language for this amendment?
Thx!
from Harvard University in San Francisco, CA, USA
^redacted - have you tried ChatGPT (not kidding). Here is what I got when I posted your question to it.
Creating a lease amendment for a potential change of ownership in a commercial space is a crucial step in ensuring a smooth transition and protecting your interests. However, I must emphasize that it's essential to consult with a legal professional to tailor the language to your specific situation and jurisdiction. Below is a general template for a lease amendment that you can use as a starting point: [Your Company Letterhead] [Date] [Landlord's Name] [Landlord's Address] [City, State, Zip Code] Subject: Lease Amendment - Change of Ownership Dear [Landlord's Name], This Lease Amendment ("Amendment") is made on [Date], by and between [Your Company Name] ("Tenant") and [Landlord's Name] ("Landlord"), collectively referred to as the "Parties." WHEREAS, Tenant desires to amend the Lease Agreement dated [Original Lease Start Date], as amended on [Previous Amendment Dates], and as further described in the Agreement; and WHEREAS, Tenant contemplates a potential change of ownership or a takeover of the company, which may require modifications to the existing lease terms; NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Tenant and Landlord agree as follows: 1. Change of Ownership: Tenant shall promptly inform Landlord in writing of any change in ownership or control of Tenant's company that may result in a transfer of the leased premises to another entity ("New Entity"). Such notice shall include the name and contact information of the New Entity. 2. Landlord's Consent: Tenant shall obtain Landlord's written consent for any such change of ownership, which shall not be unreasonably withheld, conditioned, or delayed. Landlord may require financial information and other relevant documentation to evaluate the financial capability and suitability of the New Entity as a tenant. 3. Continuation of Lease: In the event of an approved change of ownership and the assumption of the lease by the New Entity, the lease shall continue in full force and effect without modification, except as specifically provided in this Amendment. 4. Guarantor's Liability: The existing lease guarantor, if applicable, shall remain liable for the obligations under the lease until the New Entity provides adequate security or guarantees to the satisfaction of the Landlord. 5. Execution of New Lease: Upon Landlord's approval, Tenant and the New Entity shall execute a new lease agreement, which shall include the terms and conditions of the existing lease and any additional provisions required by Landlord. 6. No Release of Tenant: Nothing in this Amendment shall release Tenant from any obligations or liabilities under the original lease, which shall continue to apply. 7. Entire Agreement: This Amendment constitutes the entire agreement between the Parties and supersedes any prior or contemporaneous agreements, representations, or understandings. 8. Counterparts: This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute a single agreement. IN WITNESS WHEREOF, the Parties have executed this Lease Amendment as of the date first above written. [Your Company Name] By: _______________________________ [Your Name], [Your Title] Date: ________________ [Landlord's Name] By: _______________________________ [Landlord's Authorized Signatory] Date: ________________ This template serves as a general guideline. Customize it to reflect the specifics of your lease and your business. Always consult with an attorney to ensure the amendment complies with local laws and meets your needs.
from University of Tennessee in Nashville, TN, USA