Don’t Let the Dust Settle on Your Lease: 8 Factors to Consider

By Michael D. Rubin, CEO & Founder · Updated September 2026 · 707 words

Your lease can make or break a sale: if a buyer cannot take it over on sensible terms, or it runs out soon after closing, the deal may stall or the price may fall. Review your lease now, not when an offer arrives, and focus on eight factors: term, renewal options, assignment, personal guarantees, use rights, co-tenancy, maintenance responsibilities and cost terms.

Location-dependent companies such as retail, restaurants, service centers and light manufacturing feel this most, but nearly every business operates under a lease nobody has read in years. A buyer's attorney and lender will read every line.

The eight factors to review

Take out the lease and any amendments, and check each of these in turn:

• 1. Remaining term. A buyer and its lender want enough time left to justify the purchase. A lease that ends a year after closing is a risk they will price in.
• 2. Renewal options. Options to extend on defined terms give a buyer security without a long fixed commitment. Check whether they pass to a new owner.
• 3. Assignment and change of control. Most leases require the landlord's consent to assign the lease or to sell the company. Know what the landlord can demand, and whether consent can be refused for any reason.
• 4. Personal guarantee. If you guaranteed the lease, you want to be released at closing. Work out that path in advance.
• 5. Use and exclusivity. In a shopping center, a clause barring the landlord from leasing to a direct competitor protects your business and its value.
• 6. Co-tenancy. If an anchor tenant leaves, a co-tenancy clause can reduce your rent or let you exit.
• 7. Maintenance, repairs and casualty. Who fixes the roof, the HVAC and the parking lot, and who rebuilds after a fire or storm? Vague terms become disputes.
• 8. Cost terms. Base rent, scheduled increases, any percentage rent, and how property taxes, insurance and common-area charges are passed through.

Why the rent is not the whole story

Owners tend to judge a lease by its monthly rent. Buyers look at the whole agreement. A slightly cheaper lease with no renewal option, a landlord veto on assignment and open-ended pass-through charges can be worth less to a buyer than a more expensive lease with long options and clear terms.

When the location is central to the business, the lease is part of what the buyer is purchasing, and its lender will treat it that way. A weak lease can shrink the pool of buyers who can get financing, which weakens your negotiating position before talks even begin.

What to do before you go to market

If your lease is weak, the time to improve it is before you sell, while you are simply a tenant negotiating a renewal. Have your attorney review the lease alongside your other key contracts. Landlord consent is a common item on the path to closing; see what happens after a letter of intent. Priorities:

• Ask for renewal options and assignment terms that allow a sale to a qualified buyer.
• Negotiate a release of your personal guarantee when a creditworthy buyer takes over.
• Clarify maintenance duties and pass-through charges in writing.
• If the property may come up for sale, consider whether buying it makes sense for you.

Timing the landlord conversation

Asking a landlord to change assignment terms can hint that you are planning to sell. Frame requests as ordinary business planning, ideally as part of a renewal. Once a buyer has been chosen and a letter of intent signed, the landlord will need to be approached for consent. That is best done in a planned way with your advisor and attorney, with the buyer's financial information ready to show the landlord it will be a sound tenant.

How we handle leases in a sale

Lease terms affect both what a company is worth and which buyers can close, so they belong in the first conversations with your advisor. MDR & Associates works alongside your attorney on landlord consent and lease assignment during due diligence and legal documents, steps eight and nine of the ten-step process. If you own the building instead of leasing it, see whether real estate belongs in the sale price. To start, request a free valuation snapshot.

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Questions owners ask next

Can my landlord block the sale of my business?

If the lease requires consent to an assignment or a change of control, the landlord can delay or complicate a sale, and under some leases refuse. Many leases say consent cannot be unreasonably withheld. Your attorney should review the exact wording well before you go to market.

Will I stay on the hook for the lease after I sell?

Possibly, if you signed a personal guarantee and the landlord does not release you. Negotiate a release as part of the assignment, supported by the buyer's financial strength. If the landlord will not release you, ask your attorney about protections such as an indemnity from the buyer.