SERVICES AND SERVICE CHARGE. 9.1 The “Services” are: 9.1.1 cleaning, maintaining and repairing the Common Parts including all conducting media forming part of the Common Parts; 9.1.2 cleaning the outside of the windows of the Building; 9.1.3 lighting the Common Parts and cleaning, maintaining, repairing and replacing lighting machinery and equipment on the Common Parts; 9.1.4 cleaning, maintaining, repairing and replacing refuse bins on the Common Parts; 9.1.5 cleaning, maintaining, repairing and replacing signage for the Common Parts; 9.1.6 cleaning, maintaining, repairing, operating and replacing security machinery and equipment (including closed circuit television) on the Common Parts; 9.1.7 cleaning, maintaining, repairing, operating and replacing fire prevention, detection and fighting machinery and equipment and fire alarms on the Common Parts; 9.1.8 cleaning, maintaining, repairing and replacing a signboard showing the names and logos of the tenants and other occupiers in the entrance hall of the Building; 9.1.9 maintaining the landscaped and grassed areas of the Common Parts; 9.1.10 cleaning, maintaining, repairing and replacing the Lifts in the Common Parts; 9.1.11 decorating the internal areas of the Common Parts; 9.1.12 cleaning, maintaining, repairing and replacing the floor coverings on the internal areas of the Common Parts; 9.1.13 cleaning, maintaining, repairing and replacing the furniture and fittings on the Common Parts; 9.1.14 cleaning, maintaining, repairing and replacing the furniture, fittings and equipment in the lavatories on the Common Parts and providing hot and cold water, soap, paper, towels and other supplies for them; 9.1.15 heating the internal areas of the Common Parts and cleaning, maintaining, repairing and replacing heating machinery and equipment serving the Common Parts; 9.1.16 (if provided as at the date of this lease) providing air-conditioning for the internal areas of the Building and cleaning, maintaining, repairing and replacing any such air-conditioning equipment serving the Building; 9.1.17 (if provided as at the date of this lease) providing security reception cleaning and maintenance staff for the Building; 9.1.18 any other service or amenity that the Landlord may in its reasonable discretion provide for the benefit of the tenants and occupiers of the Building, provided that the Tenant actually benefits from such service. 9.1.19 Any replacement, rebuilding or renewal of items listed in this Clause 9 shall be undertaken by the Landlord only where such items are beyond economic repair. 9.2 The “Service Costs” are the total of: 9.2.1 The whole of the costs of: 9.2.1.1 providing the Services; 9.2.1.2 the supply and removal of electricity, gas, water, sewage and other utilities to and from the Building (where the Tenant does not otherwise obtain such supplies to the Premises itself); 9.2.1.3 complying with the recommendations and requirements of the insurers of the Building (insofar as those recommendations are reasonable and those recommendations and requirements relate to the Common Parts); 9.2.1.4 complying with all laws relating to the Common Parts, their use and any works carried out at them, and relating to the use of all conducting media, machinery and equipment at or serving the Common Parts and to any materials kept at or disposed of from the Common Parts; 9.2.1.5 complying with the Third Party Rights insofar as they relate to the Common Parts; and 9.2.1.6 taking any steps (including proceedings) that the Landlord reasonably considers necessary to prevent or remove any encroachment over the Common Parts or to prevent the acquisition of any right over the Common Parts (or the Building as a whole) or to remove any obstruction to the flow of light or air to the Common Parts (or the Building as a whole); 9.2.2 the reasonable and proper costs, fees and disbursements of: 9.2.2.1 managing agents employed by the Landlord for the carrying out and provision of the Services or, where managing agents are not employed, a management fee for the carrying out and provision of the Services of 10% of the cost of the Services; and 9.2.2.2 accountants employed by the Landlord to prepare and audit the service charge accounts; 9.2.3 the costs of the salaries and employer costs (including pension, welfare and insurance contributions) and uniforms of any security reception cleaning and maintenance staff for the Building and of all equipment and supplies needed for the proper performance of their duties; 9.2.4 all rates, taxes, impositions and outgoings payable in respect of the Common Parts, their use and any works carried out on them (other than any taxes payable by the Landlord in connection with any dealing with or disposition of its reversionary interest in the Building); and 9.2.5 any VAT payable by the Landlord in respect of any of the items mentioned above except to the extent that the Landlord obtains credit for such VAT under the VATA 1994. 9.3 The Landlord shall, acting reasonably and in the interests of good estate management: 9.3.1 supply the Services in an efficient manner at all appropriate times; 9.3.2 repair the Common Parts; 9.3.3 provide heating and (if provided as at the date of this lease) air-conditioning to the internal areas of the Common Parts during such periods of the year as the Landlord considers appropriate; 9.3.4 provide electricity and water to the Premises; 9.3.5 keep the internal areas of the Common Parts clean, and to clean the outside of the windows of the Building as often as the Landlord considers appropriate; 9.3.6 keep the internal areas of the Common Parts reasonably well lit; 9.3.7 supply hot and cold water, soap, paper, towels and other supplies for the lavatories on the Common Parts; and 9.3.8 keep the Lifts in reasonable working order. 9.4 The Landlord may, but shall not be obliged to, provide any of the other Services not listed in Clause 9.3, provided that the Tenant’s use and enjoyment of the Premises is not materially impaired. The Landlord shall not be obliged to carry out any works where the need for those works has arisen by reason of any damage or destruction by a risk against which the Superior Landlord is not obliged to insure. 9.5 The Landlord shall not be obliged to provide any of the Services outside the Permitted Hours. 9.6 The Landlord shall not be liable for: 9.6.1 any interruption in, or disruption to, the provision of any of the Services for any reason that is outside the reasonable and foreseeable control of the Landlord; or 9.6.2 any absence or insufficiency of any of the Services or where there is any breakdown or defect in any conducting media, except where due to the negligence of the Landlord and provided that the Landlord seeks to make good the breakdown or defect.
Appears in 2 contracts
Samples: Lease (MeiraGTx Holdings PLC), Lease (MeiraGTx Holdings PLC)
SERVICES AND SERVICE CHARGE. 9.1 8.1 The “Services” Services are:
9.1.1 (a) cleaning, maintaining and repairing and replacing (if beyond economic repair) the Common Parts including all conducting media Service Media forming part of the Common PartsParts and remedying any inherent defect;
9.1.2 (b) cleaning the outside of the windows of the BuildingBuilding as often as is reasonably necessary (but at least once a quarter);
9.1.3 (c) lighting the Common Parts and cleaning, maintaining, repairing and replacing lighting machinery and equipment on the Common Parts;
9.1.4 (d) emptying, cleaning, maintaining, repairing and replacing refuse bins on the Common Parts;
9.1.5 (e) cleaning, maintaining, repairing and replacing signage for the Common Parts;
9.1.6 (f) cleaning, maintaining, repairing, operating and replacing security machinery and equipment (including closed circuit television, fencing and gates) on the Common Parts;
9.1.7 (g) cleaning, maintaining, repairing, operating and replacing any fire prevention, detection and or fighting machinery and equipment or alarms which form part of an integrated system serving the Property and fire alarms on other parts of the Common PartsBuilding;
9.1.8 (h) cleaning, maintaining, repairing and replacing a signboard showing the names and logos of the tenants and other occupiers in the entrance hall of the Buildingoccupiers;
9.1.9 (i) maintaining the landscaped and grassed areas (if any) of the Common Parts;
9.1.10 (j) salting and gritting the car park, roads and footpaths (if any) within the Building external areas when appropriate;
(k) cleaning, maintaining, repairing and replacing the Lifts (if any) in the Common Parts;
9.1.11 (l) decorating the internal areas of the Common Parts;
9.1.12 (m) cleaning, maintaining, repairing and replacing the floor coverings on the internal areas of the Common Parts;
9.1.13 (n) cleaning, maintaining, repairing and replacing the furniture and fittings on the Common Parts;
9.1.14 (o) cleaning, maintaining, repairing and replacing the furniture, fittings and equipment in the lavatories and washrooms (if any) on the Common Parts and providing hot and cold water, soap, paper, towels and other supplies for them;
9.1.15 (p) heating the internal areas of the Common Parts Building (when appropriate) and cleaning, maintaining, repairing and replacing heating machinery and equipment serving the Common PartsBuilding;
9.1.16 (q) providing (if provided as at the date of this lease) providing air-ventilation and air conditioning (when appropriate) for the internal areas of the Common Parts and/or Building and cleaning, maintaining, repairing and replacing any such air-ventilation and air conditioning equipment serving the Building;
9.1.17 Common Parts and/or Building (if provided as at the date of this lease);
(r) [providing security reception (if provided as at the date of this Lease) [security] [reception] [cleaning and maintenance maintenance] staff for the BuildingBuilding and additional accommodation, equipment and telephone/data for such [security] [reception] [cleaning and maintenance] staff;]
(s) providing services for the removal of domestic, commercial, confidential and clinical waste from the Common Parts;
9.1.18 (t) enforcing, at the reasonable request of a tenant of the Building, covenants against other tenants of the Building; [and]
(u) [subject to such works providing a proportionate cost benefit to tenants of the Building, the carrying out of works to the Common Parts or the Property in order to ensure that both comply with the minimum energy efficiency standards as provided for in the MEES Regulations from time to time19; and]
(v) any other service or amenity that the Landlord may in its reasonable discretion acting in accordance with the principles of good estate management provide for the benefit of the tenants and occupiers of the Building, provided that the Tenant actually benefits from such service.
9.1.19 Any replacement, rebuilding or renewal of items listed in this Clause 9 shall be undertaken by the Landlord only where such items are beyond economic repair.
9.2 8.2 The “Service Costs” Costs are the total of:
9.2.1 The (a) the whole of the proper and reasonable costs incurred by the Landlord of:
9.2.1.1 (i) providing the Services;
9.2.1.2 (ii) the supply and removal of electricity, gas, water, sewage and other utilities to and from the Building (where the Tenant does not otherwise obtain such supplies to the Premises itself);
9.2.1.3 complying with the recommendations and requirements of the insurers of the Building (insofar as those recommendations are reasonable and those recommendations and requirements relate to the Common Parts);
9.2.1.4 complying with all laws relating to the Common Parts, their use and any works carried out at them, and relating to the use of all conducting media, machinery and equipment at or serving the Common Parts and to any materials kept at or disposed of from the Common Parts;
9.2.1.5 complying with the Third Party Rights insofar as they relate to the Common Parts; and
9.2.1.6 taking any steps (including proceedings) that the Landlord reasonably considers necessary to prevent or remove any encroachment over the Common Parts or to prevent the acquisition of any right over the Common Parts (or the and/or Building as a whole) or to remove any obstruction to the flow of light or air to the Common Parts (or the Building as a whole);
9.2.2 the reasonable and proper costs, fees and disbursements of:
9.2.2.1 managing agents employed by the Landlord for the carrying out and provision of the Services or, where managing agents are not employed, a management fee for the carrying out and provision of the Services of 10% of the cost of the Services; and
9.2.2.2 accountants employed by the Landlord to prepare and audit the service charge accounts;
9.2.3 the costs of the salaries and employer costs (including pension, welfare and insurance contributions) and uniforms of any security reception cleaning and maintenance staff for the Building and of all equipment and supplies needed for the proper performance of their duties;
9.2.4 all rates, taxes, impositions and outgoings payable in respect of the Common Parts, their use and any works carried out on them (other than any taxes payable by the Landlord in connection with any dealing with or disposition of its reversionary interest in the Building); and
9.2.5 any VAT payable by the Landlord in respect of any of the items mentioned above except to the extent that the Landlord obtains credit for such VAT under the VATA 1994.
9.3 The Landlord shall, acting reasonably and in the interests of good estate management:
9.3.1 supply the Services in an efficient manner at all appropriate times;
9.3.2 repair the Common Parts;
9.3.3 provide heating and (if provided as at the date of this lease) air-conditioning and, where not separately metered and paid directly to the internal areas utility provider by the Tenant, the supply and removal of electricity, gas, water, sewage and other utilities to or from the Common Parts during such periods and/or Building (if provided as at the date of the year as the Landlord considers appropriatethis lease);
9.3.4 provide electricity and water to the Premises;
9.3.5 keep the internal areas of the Common Parts clean, and to clean the outside of the windows of the Building as often as the Landlord considers appropriate;
9.3.6 keep the internal areas of the Common Parts reasonably well lit;
9.3.7 supply hot and cold water, soap, paper, towels and other supplies for the lavatories on the Common Parts; and
9.3.8 keep the Lifts in reasonable working order.
9.4 The Landlord may, but shall not be obliged to, provide any of the other Services not listed in Clause 9.3, provided that the Tenant’s use and enjoyment of the Premises is not materially impaired. The Landlord shall not be obliged to carry out any works where the need for those works has arisen by reason of any damage or destruction by a risk against which the Superior Landlord is not obliged to insure.
9.5 The Landlord shall not be obliged to provide any of the Services outside the Permitted Hours.
9.6 The Landlord shall not be liable for:
9.6.1 any interruption in, or disruption to, the provision of any of the Services for any reason that is outside the reasonable and foreseeable control of the Landlord; or
9.6.2 any absence or insufficiency of any of the Services or where there is any breakdown or defect in any conducting media, except where due to the negligence of the Landlord and provided that the Landlord seeks to make good the breakdown or defect.
Appears in 1 contract
Samples: Lease
SERVICES AND SERVICE CHARGE. 9.1 8.1 The “Services” Services are:
9.1.1 (a) cleaning, maintaining maintaining, decorating and repairing the Common Parts Parts, including the structural parts and all conducting media Service Media forming part of the Common Parts;
9.1.2 cleaning the outside of the windows Parts (and remedying any inherent defect in those parts of the Building);
9.1.3 (b) lighting the Common Parts and cleaning, maintaining, repairing and replacing lighting machinery and equipment (including fire detection equipment) on the Common Parts;
9.1.4 (c) cleaning, maintaining, repairing and replacing refuse bins and other amenities on the Common PartsParts and the Shopping Centre;
9.1.5 (d) cleaning, maintaining, repairing and replacing signage for the Common PartsParts and the Shopping Centre;
9.1.6 (e) cleaning, maintaining, repairing, operating and replacing security machinery and equipment (including closed circuit television) on the Common PartsParts and the Shopping Centre;
9.1.7 (f) cleaning, maintaining, repairing, operating and replacing fire prevention, detection and fighting machinery and equipment and fire alarms on the Common Parts;
9.1.8 (g) cleaning, maintaining, repairing and replacing a signboard showing the names and logos of the tenants and other occupiers in the entrance hall of the Building;
9.1.9 (h) maintaining the car parking facilities, the landscaped and areas the grassed areas of and other amenities in the Common PartsShopping Centre;
9.1.10 (i) cleaning, maintaining, repairing and replacing the Lifts in the Common Parts;
9.1.11 decorating the internal areas of the Common Parts;
9.1.12 (j) cleaning, maintaining, repairing and replacing the floor coverings on the internal areas of the Common Parts;
9.1.13 (k) cleaning, maintaining, repairing and replacing the furniture and fittings on the Common Parts;
9.1.14 (l) cleaning, maintaining, repairing and replacing the furniture, fittings and equipment in the lavatories on the Common Parts and providing hot and cold water, soap, paper, towels and other supplies for them;
9.1.15 (m) heating the internal areas of the Common Parts and cleaning, maintaining, repairing and replacing heating machinery and equipment serving the Common Parts;; and
9.1.16 (if provided as at the date of this leasen) providing air-conditioning for the internal areas of the Building and cleaning, maintaining, repairing and replacing any such air-conditioning equipment serving the Building;
9.1.17 (if provided as at the date of this lease) providing security reception cleaning and maintenance staff for the Building;Building and the Shopping Centre, where the Landlord deems it appropriate.
9.1.18 (o) any other service or amenity that the Landlord may in its reasonable absolute discretion acting in accordance with the principles of good estate management provide for the benefit of the tenants occupiers visitors and occupiers users of the Building, provided that Building and the Tenant actually benefits from such serviceShopping Centre.
9.1.19 Any replacement, rebuilding or renewal of items listed in this Clause 9 shall be undertaken by the Landlord only where such items are beyond economic repair.
9.2 8.2 The “Service Costs” Costs are the total of:
9.2.1 The (a) the whole of the costs of:
9.2.1.1 (i) providing the Services;
9.2.1.2 (ii) the supply and removal of electricity, gas, water, sewage and other utilities to and from the Building (where the Tenant does not otherwise obtain such supplies to the Premises itself)Common Parts;
9.2.1.3 (iii) complying with the recommendations and requirements of the insurers of the Building (insofar as those recommendations are reasonable and those recommendations and requirements relate to the Common Parts);
9.2.1.4 (iv) complying with all laws relating to the Common Parts, their use and any works carried out at them, and relating to the use of all conducting mediaService Media, machinery and equipment at or serving the Common Parts and to any materials kept at or disposed of from the Common Parts;
9.2.1.5 (v) complying with the Third Party Rights insofar as they relate to the Common Parts; and
9.2.1.6 (vi) taking any steps (including proceedings) that the Landlord reasonably considers necessary to prevent or remove any encroachment over the Common Parts or to prevent the acquisition of any right over the Common Parts (or the Building as a whole) or to remove any obstruction to the flow of light or air to the Common Parts (or the Building as a whole);
9.2.2 (b) the reasonable and proper costs, fees and disbursements (on a full indemnity basis) of:
9.2.2.1 (i) managing agents employed by the Landlord for the carrying out and provision of the Services or, where managing agents are not employed, a management fee for the carrying out and provision of the Services of 10% of the cost of the Servicessame; and
9.2.2.2 (ii) accountants employed by the Landlord to prepare and audit the service charge accounts;
9.2.3 (c) the costs of the salaries and employer costs (including pension, welfare and insurance contributions) and uniforms of any security reception cleaning and maintenance staff for the Building and Shopping Centre and of all equipment and supplies needed for the proper performance of their duties;
9.2.4 (d) all rates, taxes, impositions and outgoings payable in respect of the Common Parts, their use and any works carried out on them (other than any taxes payable by the Landlord in connection with any dealing with or disposition of its reversionary interest in the Building); and
9.2.5 (e) any VAT payable by the Landlord in respect of any of the items mentioned above except to the extent that the Landlord obtains credit for such VAT under the VATA 1994Value Added Tax Xxx 0000.
9.3 The 8.3 Subject to the Tenant paying the Service Charge, the Landlord shall, acting reasonably and in the interests of good estate managementshall use its reasonable endeavours:
9.3.1 supply (a) to repair the Services in an efficient manner at all appropriate times;
9.3.2 repair structural parts of the Common Parts;
9.3.3 (b) to provide heating and (if provided as at the date of this lease) air-conditioning to the internal areas of the Common Parts during such periods of the year as the Landlord considers appropriate;
9.3.4 provide electricity and water (c) to the Premises;
9.3.5 keep the internal areas of the Common Parts clean, and to clean the outside of the windows of the Building as often as the Landlord considers appropriate;
9.3.6 (d) to keep the internal areas of the Common Parts reasonably well lit;
9.3.7 supply hot and cold water, soap, paper, towels and other supplies for the lavatories on the Common Parts; and
9.3.8 (e) to keep the Lifts Lift in reasonable working order.
9.4 8.4 The Landlord may, but shall not be obliged to, provide any of the other Services not listed in Clause 9.3, provided that the Tenant’s use and enjoyment of the Premises is not materially impairedServices. The Landlord shall not be obliged to carry out any works where the need for those works has arisen by reason of any damage or destruction by a risk against which the Superior Landlord is not obliged to insure.
9.5 8.5 The Landlord shall not be obliged to provide any of the Services outside before 9am or before 5pm on normal business days (such days being reasonably determined by the Permitted HoursLandlord) .
9.6 8.6 The Landlord shall not be liable for:
9.6.1 (a) any interruption in, or disruption to, the provision of any of the Services for any reason that is outside the reasonable and foreseeable control of the Landlord; or
9.6.2 (b) any injury, loss or damage suffered by the Tenant as a result of any absence or insufficiency of any of the Services or where there is of any breakdown or defect in any conducting mediaService Media, except where due to the negligence of the Landlord and provided that Landlord.
8.7 Before or as soon as practicable after the start of each Service Charge Year, the Landlord seeks shall prepare and send the Tenant an estimate of the Service Costs for that Service Charge Year and a statement of the estimated Service Charge for that Service Charge Year.
8.8 The Tenant shall pay the estimated Service Charge for each Service Charge Year in twelve equal instalments on each of the Rent Payment Dates.
8.9 In relation to make good the breakdown Service Charge Year current at the date of this lease, the Tenant’s obligations to pay the estimated Service Charge and the actual Service Charge shall be limited to an apportioned part of those amounts, such apportioned part to be calculated on a daily basis for the period from and including the date of this lease to the end of the Service Charge Year. The estimated Service Charge for which the Tenant is liable shall be paid in equal instalments on the date of this lease and the remaining Rent Payment Dates during the period from and including the date of this lease until the end of the Service Charge Year.
8.10 As soon as reasonably practicable after the end of each Service Charge Year, the Landlord shall prepare and send to the Tenant a certificate showing the Service Costs and the Service Charge for that Service Charge Year.
8.11 If any cost is omitted from the calculation of the Service Charge in any Service Charge Year, the Landlord shall be entitled to include it in the estimate and certificate of the Service Charge in any following Service Charge Year. Otherwise, and except in the case of manifest error, the Service Charge certificate shall be conclusive as to all matters of fact to which it refers.
8.12 Without prejudice to clause 9.4(f), where the Landlord provides any Service by reason of the damage to or defectdestruction of the Common Parts by an Insured Risk, the costs of that Service shall not be included in the Service Charge.
8.13 If, in respect of any Service Charge Year, the Landlord’s estimate of the Service Charge is less than the Service Charge, the Tenant shall pay the difference on demand. If, in respect of any Service Charge Year, the Landlord’s estimate of the Service Charge is more than the Service Charge, the Landlord shall credit the difference against the Tenant’s next instalment of the estimated Service Charge (and where the difference exceeds the next instalment then the balance of the difference shall be credited against each succeeding instalment until it is fully credited).
Appears in 1 contract
Samples: Lease Agreement
SERVICES AND SERVICE CHARGE. 9.1 7.1 The “"Services” " are:
9.1.1 7.1.1 cleaning, maintaining maintaining, decorating and repairing the Common Parts Parts, including the structural parts of the Building and all conducting media Service Media forming part of the Common Parts;
9.1.2 Parts provided that, in respect of cleaning windows, the Landlord's obligation is limited to cleaning the outside of the windows of the Building;
9.1.3 7.1.2 lighting the Common Parts and cleaning, maintaining, repairing and replacing lighting machinery and equipment on the Common Parts;
9.1.4 7.1.3 cleaning, maintaining, repairing and replacing refuse bins on the Common Parts;
9.1.5 7.1.4 cleaning, maintaining, repairing and replacing signage for the Common Parts;
9.1.6 7.1.5 cleaning, maintaining, repairing, operating and replacing security machinery and equipment (including closed circuit television) on the Common Parts;
9.1.7 7.1.6 cleaning, maintaining, repairing, operating and replacing fire prevention, detection and fighting machinery and equipment and fire alarms on the Common Parts;
9.1.8 7.1.7 cleaning, maintaining, repairing and replacing a signboard showing the names and logos of the tenants and other occupiers in the entrance hall of the BuildingBuilding if any;
9.1.9 7.1.8 maintaining the landscaped and grassed areas of the Common Parts;
9.1.10 cleaning, maintaining, repairing and replacing the Lifts in the Common Parts;
9.1.11 decorating the internal areas of the Common Parts;
9.1.12 7.1.9 cleaning, maintaining, repairing and replacing the floor coverings on the internal areas of the Common Parts;
9.1.13 7.1.10 cleaning, maintaining, repairing and replacing the furniture and fittings on the Common Parts;
9.1.14 7.1.11 cleaning, maintaining, repairing and replacing the furniture, fittings and equipment in the lavatories on the Common Parts and providing hot and cold water, soap, paper, towels and other supplies for them;
9.1.15 7.1.12 heating the internal areas of the Common Parts Building and cleaning, maintaining, repairing and replacing heating machinery and equipment serving the Common PartsBuilding;
9.1.16 (if provided as at the date of this lease) 7.1.13 providing air-conditioning for the internal areas of the Common Parts and/or the Building and cleaning, maintaining, repairing and replacing any such air-conditioning equipment serving the BuildingCommon Parts;
9.1.17 (if provided as at the date of this lease) 7.1.14 providing security reception and cleaning and maintenance staff for the Building;Building and such reception staff shall co-ordinate the use of the boardroom and meetings rooms; and
9.1.18 7.1.15 any other service or amenity that the Landlord may in its reasonable absolute discretion provide for the benefit of the tenants and occupiers of the Building, provided that the Tenant actually benefits from such service.
9.1.19 Any replacement, rebuilding or renewal of items listed in this Clause 9 shall be undertaken by the Landlord only where such items are beyond economic repair.
9.2 7.2 The “"Service Costs” " are the total of:
9.2.1 The 7.2.1 the whole of the proper costs properly incurred of:
9.2.1.1 7.2.1.1 providing the Services;
9.2.1.2 7.2.1.2 the supply and removal of electricity, gas, water, sewage and other utilities to and from the Building (where the Tenant does not otherwise obtain such supplies to the Premises itself)Building;
9.2.1.3 7.2.1.3 complying with the reasonable recommendations and the requirements of the insurers of the Building (insofar as those recommendations are reasonable and those recommendations and requirements relate to the Common Parts);
9.2.1.4 7.2.1.4 complying with all laws relating to the Common Parts, their use and any works carried out at them, and relating to the use of all conducting mediaService Media, machinery and equipment at or serving the Common Parts and to any materials kept at or disposed of from the Common Parts;
9.2.1.5 7.2.1.5 complying with the Third Party Rights insofar as they relate to the Common Parts; and
9.2.1.6 7.2.1.6 taking any steps (including proceedings) that the Landlord reasonably (acting reasonably) considers necessary to prevent or remove any encroachment over the Common Parts or to prevent the acquisition of any right over the Common Parts (or the Building as a whole) or to remove any obstruction to the flow of light or air to the Common Parts (or the Building as a whole);
9.2.2 7.2.2 the reasonable and proper costs, fees and disbursements (on a full indemnity basis) of:
9.2.2.1 7.2.2.1 managing agents employed by the Landlord for the carrying out and provision of the Services or, where managing agents are not employed, a management fee for the carrying out and provision of the Services of 10% of the cost of the Servicessame; and
9.2.2.2 7.2.2.2 accountants employed by the Landlord to prepare and audit the service charge accounts;
9.2.3 7.2.3 (insofar as they relate to the Building only) the costs of the salaries and employer costs (including pension, welfare and insurance contributions) of reception and uniforms of any security reception cleaning and maintenance staff for the Building and of all equipment and supplies needed for the proper performance of their duties;
9.2.4 7.2.4 all rates, taxes, impositions and outgoings payable in respect of the Common Parts, their use and any works carried out on them (other than any taxes payable by the Landlord in connection with any ownership or holding on trust of or dealing with or disposition of its reversionary interest in the Building); and
9.2.5 7.2.5 any VAT payable by the Landlord in respect of any of the items mentioned above except to the extent that the Landlord obtains credit for such VAT under the VATA 1994.
9.3 The 7.3 Subject to the Tenant paying the Service Charge, the Landlord shallshall use reasonable endeavours (where it is not the responsibility of the Tenant under this lease or save where any Service Media forms part of the Property):
7.3.1 to clean, acting reasonably maintain, decorate and in repair the interests Common Parts, including the structural parts of good estate management:
9.3.1 supply the Services in an efficient manner at Building and all appropriate timesService Media forming part of the Common Parts ;
9.3.2 7.3.2 to repair the Common Parts;
9.3.3 7.3.3 to provide heating and (if provided as at the date of this lease) air-conditioning to the internal areas of the Common Parts and the Property during such periods of the year as the Landlord reasonably considers appropriate;
9.3.4 7.3.4 to provide electricity electricity, gas and water to the PremisesProperty;
9.3.5 7.3.5 to keep the internal areas of the Common Parts clean, and to clean the outside of the windows of the Building as often as the Landlord reasonably considers appropriate;
9.3.6 7.3.6 to keep the internal areas of the Common Parts reasonably well litlit and in any event no worse lit than they are at the date of this Lease;
9.3.7 7.3.7 to supply hot and cold water, soap, paper, towels and other supplies for the lavatories in the Common Parts;
7.3.8 to clean, maintain, repair, operate and replace fire prevention, detection and fighting machinery and equipment and fire alarms on the Common Parts;
7.3.9 to heat the internal areas of the Building and clean, maintain, repair and replace heating machinery and equipment serving the Building; and
9.3.8 keep 7.3.10 to provide air-conditioning for the Lifts in reasonable working orderinternal areas of the Common Parts and clean, maintain, repair and replace air-conditioning equipment serving the Common Parts.
9.4 7.4 The Landlord may, but shall not be obliged to, provide any of the other Services not listed in Clause 9.3, provided that the Tenant’s use and enjoyment of the Premises is not materially impairedServices. The Landlord shall not be obliged to carry out any works where the need for those works has arisen by reason of any damage or destruction by a risk against which the Superior Landlord is not obliged to insure.
9.5 The Landlord shall not be obliged to provide any of the Services outside the Permitted Hours.
9.6 7.5 The Landlord shall not be liable for:
9.6.1 7.5.1 any interruption in, or disruption to, the provision of any of the Services for any reason that is outside the reasonable and foreseeable control of the LandlordLandlord provided that the Landlord has taken reasonably practicable steps to stop, limit or prevent any such interruption of disruption PROVIDED THAT this will not apply in relation to the failure of any utility providers; or
9.6.2 7.5.2 any injury, loss or damage suffered by the Tenant as a result of any absence or insufficiency of any of the Services or where there is of any breakdown or defect in any conducting mediaService Media, except where due to the negligence of the Landlord and provided that Landlord.
7.6 Before or as soon as practicable after the start of each Service Charge Year, the Landlord seeks shall prepare and send the Tenant an estimate of the Service Costs for that Service Charge Year and a statement of the estimated Service Charge for that Service Charge Year.
7.7 The Tenant shall pay the estimated Service Charge for each Service Charge Year in four equal instalments on each of the Rent Payment Dates.
7.8 In relation to make good the breakdown Service Charge Year current at the date of this lease, the Tenant’s obligations to pay the estimated Service Charge and the actual Service Charge shall be limited to an apportioned part of those amounts, such apportioned part to be calculated on a daily basis for the period from and including the date of this lease to the end of the Service Charge Year. The estimated Service Charge for which the Tenant is liable shall be paid in equal instalments on the remaining Rent Payment Dates during the period from and including the date of this lease until the end of the Service Charge Year.
7.9 As soon as reasonably practicable after the end of each Service Charge Year, the Landlord shall prepare and send to the Tenant a certificate (prepared by an independent and properly qualified person) showing the Service Costs and the Service Charge for that Service Charge Year .For the period of one month from the date of receipt of the said certificate by the Tenant the Tenant shall be entitled to inspect ( at a location convenient to the Tenant ) all invoices receipts vouchers and any other relevant paperwork used to compile the Service Charge and to take copies thereof.
7.10 If any cost which should have been included in the calculation of the Service Charge in any Service Charge Year is omitted from it, the Landlord shall be entitled to include it in the estimate and certificate of the Service Charge in any following Service Charge Year. Otherwise, and except in the case of manifest or defectproven error, the Service Charge certificate shall be conclusive as to all matters of fact to which it refers.
7.11 If, in respect of any Service Charge Year, the Landlord’s estimate of the Service Charge is less than the Service Charge, the Tenant shall pay the difference on written demand. If, in respect of any Service Charge Year, the Landlord’s estimate of the Service Charge is more than the Service Charge, the Landlord shall credit the difference against the Tenant’s next instalment of the estimated Service Charge (and where the difference exceeds the next instalment then the balance of the difference shall be credited against each succeeding instalment until it is fully credited) or in the case of the last year of the Contractual Term the Landlord shall return promptly any outstanding balance to the Tenant.
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