Attornment is a legal agreement in which a tenant accepts the new owner of a property as their landlord following a change in ownership. It ensures that existing lease agreements remain in force despite any changes in property ownership.
Nondisturbance and Attornment. If the Lease has not been terminated on account of an Event of Default by Tenant, then, when Successor Landlord takes title to Landlord’s Premises: (a) Successor Landlord shall not terminate or disturb Tenant’s possession of Tenant’s Premises under the Lease, except in accordance with the terms of the Lease and this Agreement; (b) Successor Landlord shall be bound to Tenant under all the terms and conditions of the Lease (except as provided in this Agreement); (c) Tenant shall recognize and attorn to Successor Landlord as Tenant’s direct landlord under the Lease as affected by this Agreement; and (d) the Lease shall continue in full force and effect as a direct lease, in accordance with its terms (except as provided in this Agreement), between Successor Landlord and Tenant.
Subordination, Non-Disturbance and Attornment. Landlord shall obtain from any lender holding a loan secured by a mortgage or deed of trust (or like instrument) encumbering the Premises (“Lender”) a subordination, non-disturbance and attornment agreement (“SNDA”) with Tenant assuring that, so long as Tenant is not in Default under the Lease Lender will not disturb Tenant’s right to possession of the Premises and, upon the occurrence of any foreclosure-related disposition, the successor-in-interest to Landlord shall recognize the Lease and Tenant’s rights thereunder, subject to customary exclusions for certain pre-foreclosure obligations of Landlord. Landlord shall join in executing such SNDA. The agreed upon form of SNDA is attached hereto as Exhibit B and incorporated herein.
Attornment. Tenant, for itself and its successors and assigns, agrees that it will attorn to and recognize any purchaser of the Property at a foreclosure sale under the Mortgage, or any transferee who acquires the Property by deed in lieu of foreclosure or otherwise, and the successors and assigns of such purchaser or transferee, as its landlord for the unexpired balance (and any extensions or renewals, if previously, at that time or thereafter exercised by Tenant) of the term of the Lease upon the same terms and conditions set forth in the Lease, which Lease shall remain in full force and effect as the current Lease between Tenant and Landlord, subject to the other terms of this Agreement.
Accordingly, please take notice that Landlord hereby exercises its option of attornment, Subtenant has agreed to attorn to Landlord as its landlord and such attornment is effective and self-operative without the execution of any further instruments, immediately upon Landlord’s exercise of such option.
If this Agreement conflicts with the Lease, then this Agreement shall govern as between the parties and any Successor Landlord, including upon any attornment pursuant to this Agreement.
If an attornment occurs pursuant to this Agreement, then all rights and obligations of Agent and Lenders under this Agreement shall terminate, without thereby affecting in any way the rights and obligations of Successor Landlord provided for in this Agreement.
Attornment. As of the Effective Date, Sub lessee will attorn to and recognize Owner as its landlord under the Sublease for the remainder of the term of the Sublease (including all extension periods which have been or are thereafter exercised) upon the same terms and conditions as are set forth in the Sublease, and Sublease hereby agrees to pay and perform all of the obligations of sub lessee pursuant to the Sublease.
Landlord's Election of Subtenant's Attornment. In the event Landlord elects, at its option, to cause Subtenant to attorn to Landlord pursuant to Section 4, item (iii) above, Landlord shall undertake the obligations of Tenant under the Sublease from the time of the exercise of the option, but Landlord shall not (i) be liable for any prepayment of more than one month's rent or any security deposit paid by Subtenant, (ii) be liable for any previous act, omission, breach or default of Tenant under the Lease or for any act, omission, breach or default of Tenant under the Sublease other than defaults that continue after the attornment (provided that Landlord shall be responsible only for the portion of the default continuing after the attornment), (iii) be subject to any defenses or offsets previously accrued which Subtenant may have against Tenant, or (iv) be bound by any changes or modifications made to the Sublease without the written consent of Landlord.
In the event of attornment hereunder, Landlord’s liability shall be limited to matters arising during Landlord’s ownership of the Building, and in the event that Landlord (or any successor owner) shall convey or dispose of the Building to another party, such party shall thereupon be and become landlord hereunder and shall be deemed to have fully assumed and be liable for all obligations of this Consent or the Sublease to be performed by Landlord which first arise after the date of conveyance, including the return of any security deposit, and Subtenant shall attorn to such other party, and Landlord (or such successor owner) shall, from and after the date of conveyance, be free of all liabilities and obligations hereunder not then incurred. The liability of Landlord to Subtenant for any default by landlord under this Consent or the Sublease after such attornment, or arising in connection with Landlord’s operation, management, leasing, repair, renovation, alteration, or any other matter relating to the Building or the Sublease Premises, shall be limited to the interest of the Landlord in the Building (and proceeds thereof). Under no circumstances shall any present or future employee, officer, agent, partner or member of Landlord have any personal liability for the performance of Landlord’s obligations under this Consent.
In the event Landlord elects to have Subtenant attorn to Landlord as provided in Section 3(a), Guarantor hereby acknowledges and agrees that the Guaranty shall remain in full force and effect. Upon such an attornment, and without further action by Guarantor, the Guaranty shall automatically be deemed modified to provide that the Guarantor is guarantying to Landlord the performance by Subtenant of all of Subtenant’s obligations under the Sublease arising prior to and after such an attornment, and references in the Guaranty to Sublessor shall mean Landlord. Guarantor acknowledges that Landlord would not have consented to the Sublease unless Guarantor had agreed to the foregoing modification of the Guaranty in the event of an attornment.
Attornment. In the event that Lender acquires or succeeds to the interests of Lessor under the Lease by reason of a foreclosure of the Deed of Trust, deed in lieu of foreclosure or otherwise (collectively, a “Foreclosure”), Lessee shall be bound to Lender under all of the terms, covenants and conditions of the Lease, except as provided in this Agreement, for the balance of the term thereof remaining, with the same force and effect as if Lender were Lessor. Lessee hereby agrees in such event to (i) attorn to Lender as its Lessor on such terms, (ii) affirm its obligations under the Lease, and (iii) make payments of all sums thereafter becoming due under the Lease to Lender. Said attornment, affirmation and agreement is to be effective and self-operative without the execution of any further instruments upon Lender succeeding to the interests of Lessor under the Lease.
Lessee agrees to execute and deliver at any time and from time to time, upon the request of Lessor or Lender, any instrument or certificate deemed to be necessary or appropriate to evidence such attornment.
From and after such attornment, Lender shall be bound to Lessee under all the terms, covenants and conditions of the Lease with the same force and effect as if originally entered between said parties; provided, however, Lender shall not be: except as provided in Section 2(d) below, obligated to cure any defaults under the Lease of any prior Lessor which occurred prior to the date Lender obtained title to or possession of the Property, provided, however, that the foregoing shall not limit Lender’s obligation to correct any conditions that existed as of the date of attornment which violate Lender’s obligations as Lessor under the Lease; except as provided in Section 2(d) below, subject to any offsets or defenses which Lessee might have against any prior Lessor (including Lessor), provided, however, that the foregoing shall not limit Lessee’s right to exercise against Lender any right of Lessee to any offset or defense otherwise available to Lessee because of events occurring after the date of attornment; bound by any payment of fixed rent, percentage rent or additional rent that Lessee may have made to any prior Lessor (including Lessor) more than thirty (30) days in advance of the date such rent was first due and payable under the Lease; bound by any modification or amendment of the Lease which increases the obligations or responsibilities of Lessor thereunder or changes the rent or the term thereof and is made without Lender’s written consent; or bound by any consensual or negotiated surrender of the Demised Demised Premises or termination of the Lease, in whole or in part, agreed upon between any prior Lessor (including Lessor) and Lessee, unless effected unilaterally by Lessee pursuant to the express terms of the Lease.
Attornment. Tenant shall attorn to any party succeeding to Landlord’s interest in the Premises, whether by purchase, foreclosure, deed in lieu of foreclosure, power of sale, or otherwise, upon such party’s request, and shall execute such agreements confirming such attornment as such party may reasonably request.
Governing Law; Attornment. This Term Sheet will be governed by and construed in accordance with the laws of the province of Ontario, Canada.
Attornment is a legal concept that involves acknowledgment or consent by a tenant to a new landlord or property owner. It typically arises in situations where the ownership of the leased property changes hands, such as through sale or foreclosure. The tenant agrees to recognize the new owner as their landlord and continue to comply with the terms of the existing lease. Attornment is crucial for maintaining the continuity of the landlord-tenant relationship despite changes in property ownership.
Attornment should be used whenever there is a transfer of ownership of leased property. This includes scenarios such as:
It ensures that tenants will continue to honor their lease agreements, pay rent to the new owner, and abide by the lease terms without disruption.
An attornment agreement should clearly state the tenant’s agreement to recognize the new landlord and continue adhering to the lease terms. Key elements include:
Example:
Attornment Agreement:
This attornment agreement is made on [Date], between [Tenant Name] (hereinafter referred to as “Tenant”) and [New Landlord Name] (hereinafter referred to as “Landlord”).
WHEREAS:
- [Original Landlord Name], the original landlord, has transferred ownership of the property located at [Property Address] to [New Landlord Name].
- The Tenant has entered into a lease agreement dated [Original Lease Date] with the Original Landlord.
NOW, THEREFORE, the Tenant agrees as follows:
- The Tenant acknowledges [New Landlord Name] as the new landlord under the existing lease.
- The Tenant agrees to attorn to the new Landlord and continue to abide by all terms and conditions of the lease.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the date first above written.
[Signatures and Date]
Attornment clauses are commonly found in the following types of contracts:
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