Exhibit 4.25
Made
and entered into at Rosh Ha’ayin on August 13, 0000
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| Xxxxxxx: |
XXXX XXXXXX XXXX XXXXXX LTD. |
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0 Xx'xxxx Xxxxxx, Xxxx Xxxx, Xxxx Ha'ayin |
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Pvte. Co. 513765859 |
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(hereinafter: "the Lessor" or "the Company") |
of the one part;
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| And: |
BLUE SQUARE ISRAEL LTD. |
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0 Xx'xxxx Xxxxxx, Xxxx Xxxx, Xxxx Ha'ayin |
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Publ. Co. 520042847 |
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(hereinafter: "the Lessee" or "Blue Square") |
of the other part;
| WHEREAS |
The
Lessee is the controlling shareholder in the Lessor; and |
| WHEREAS |
In
the scope of a reorganization the Lessee transferred to the Lessor its rights in real
estate properties which were owned by it, including the properties mentioned in the
schedule attached to this Agreement as Appendix A, pursuant to a
split agreement dated April 2, 2006 and a transfer agreement dated June 21, 2006
(hereinafter respectively: “the Properties”; “the Spin-off
Agreement”; “the Transfer Agreement”); and |
| WHEREAS |
The
Lessee wishes to hire the Properties from the Lessor and the Lessor has agreed to let the
Properties to the Lessee, under an unprotected lease in accordance with the provisions of
this Agreement (hereinafter: “the Agreement”); and |
| WHEREAS |
The
parties wish to specify arrangements on the subjects set forth in this Agreement below. |
Now therefore this
Agreement witnesses as follows:
| 1. |
The
preamble to this Agreement and the appendices attached hereto constitute an integral
part hereof. |
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2.1 |
The preamble to this Agreement and the appendices attached hereto constitute an integral
part hereof. |
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2.2 |
Headings
to the clauses shall not be used for purposes of interpretation of the
Agreement. |
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3.1 |
"The
Leased Premises": all the properties set forth in Appendix A to the Agreement. |
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“The
proceeds” – means consideration, receipts and income of whatsoever nature,
excluding Value Added Tax, received by the Lessee and arising from its sales in the Leased
Premises, including receipts received from a sale on credit and/or by credit cards, gift
vouchers, buying coupons and electronic buying cards, and so forth. Sales on credit or
sales the consideration for which is received via credit cards or post-dated checks, shall
be recorded by the Lessee as part of the proceeds on the date of sale or the providing of
the service. In addition, the proceeds include proceeds from franchisees, if any, but to
the extent that the proceeds in respect of the activities of the franchisees is not
recorded via the Lessee’s cash registers, an annual report will be given in respect
thereof, at the end of the year, in accordance with the reports of the franchisees. |
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It
is hereby clarified that the proceeds do not include returns from customers, delivery
charges in respect of customers’ purchases, credit card commissions and amounts of
discounts given by the Lessee and which are not included as “income” for
purposes of reporting to V.A.T., including, without limitation, discounts to the
Lessee’s employees and to other customers. |
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3.2 |
“The index” – the Consumer Price Index published by the Central
Bureau of Statistics, or any official index that may come in its stead. |
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3.3 |
"The
Basic Index" - the index in respect of December 2005. |
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3.4 |
“The new index” – the last index known on the date of effecting of
any payment pursuant to the provisions of this Agreement. |
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The
purpose of the lease is to conduct and run a supermarket as is customary from time to time
in any of the chains operated by the Lessee and/or for any other legal purpose, subject to
any law and permit. |
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5.1 |
The Lessor hereby undertakes to let the Leased Premises to the Lessee, and the Lessee
hereby undertakes to take the Leased Premises on hire from the Lessor, in accordance with
the conditions set forth below. |
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5.2 |
The Leased Premises will be leased in their current condition (“as is”). The
Lessee declares that it has seen and examined the Leased Premises, the physical, zoning
and legal condition thereof and every other detail in regard thereto, and has found same
to be fit for the Lessee’s use and suitable for the purposes of the lease, and that
it takes the Leased Premises on hire in their current condition (as is), and hereby waives
any allegation of non-conformity, fault or defect in the Leased Premises. |
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| 6. |
Non-applicability
of Tenants Protection Law |
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6.1 |
It is agreed between the parties that the lease, the Lessee and the Leased Premises are
not protected under the Tenants Protection Law (Consolidated Version), 5732-1972 and/or
any other law that may be enacted in the future, which protects a lessee or tenant,
inter alia, by virtue of the fact that what is involved is a new building the
construction of which was completed after 5731 (1971), and because on August 20, 1968
there was no tenant entitled to occupy the Leased Premises and/or by virtue of the Lessee
not having paid and not having been requested to pay key money or any other payment likely
to be construed as key money. |
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6.2 |
It is hereby clarified that any renovation and/or improvement and/or investment in the
Leased Premises, or outside the Leased Premises, shall not be deemed under any
circumstances and/or in any form, to be payment in respect of use, key money, and so
forth, and shall not confer on the Lessee any right in or to such improvements,
alterations or renovation. |
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7.1 |
The period of the lease is 10 (ten) years, commencing on January 1, 2006 and terminating
on December 31, 2015 (hereinafter: “the Lease Period”), save and except
for property no. 41 to Appendix A (Even Xxxxxx), in respect of which the Lease Period will
commence on the date of opening of the branch to the general public, but in any event not
later than March 31, 2007 (whether or not the branch has been opened to the general
public), and shall terminate on the date of termination of the Lease Period as aforesaid. |
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7.2 |
At the end of the Lease Period the lease agreement shall be extended for an additional
period of lease of 5 years, commencing from the date of termination of the Lease Period as
aforesaid (hereinafter: “the Period of Extension”), unless the Lessee
should elect not to extend the Lease Agreement and gives prior written notice to that
effect to the Lessor, not later than 24 months before the end of the Lease Period
(hereinafter: “Notice of Termination”). |
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7.3 |
It is agreed that in the Period of Extension, the Lessee will be entitled to reduce the
number of Properties that are included in the Leased Premises in a manner that entire
Properties will be excluded from the Leased Premises, in respect of which the total
rentals payable (according to the average of the rentals in the two years preceding the
date of extension), does not exceed 15% of the total overall rentals payable in respect of
the Leased Premises as a whole. |
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The
Lessee’s right to reduce the area of the Leased Premises as aforesaid, is subject to
the condition that such notice, accompanied by a list of the Properties which the Lessee
intends to remove from the scope of the Leased Premises, shall be given in writing to the
Lessor not later than 12 months before the end of the Lease Period. |
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7.4 |
During the Period of Extension, to the extent that it is exercised, all the provisions of
this Agreement shall apply, mutatis mutandis, also to the Period of Extension. |
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7.5 |
It is clarified, for the avoidance of doubt, that if the Lessee vacates the Leased
Premises before the end of the Lease Period other than in accordance with the provisions
of this Clause 7, then without derogating from any remedy and/or relief available to the
Lessor pursuant to this Agreement and according to law, the Lessee will be liable for all
the payments imposed on it under this Agreement until the end of the Lease Period. |
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8.1 |
The rentals for a period of one year shall be 9% of the amount of the investment as
defined below, where same is linked and adjusted to the Consumer Price Index, on the basis
of the known index on the date of each investment in the Property (“basic
rentals”) or 2% of the proceeds of each of the Properties that constitute the Leased
Premises in the relevant year (hereinafter: “Rentals as a Percentage of
Proceeds”), whichever is the higher. |
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8.2 |
“Amount of the investment” for purposes of this Agreement means the total
cost of the Lessor’s investments in the Leased Premises, prior to depreciation and
amortization. Notwithstanding the foregoing the Amount of the Investment shall not
include: |
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8.2.1 |
Ancillary
costs the Lessor has borne in respect of the actual acquisition of the Properties from
the Lessee, such as Land Acquisition Tax, registration expenses, fees of consultants and
advisors. |
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8.2.2 |
Costs
that are imposed on the Lessor in accordance with the provisions of Clauses 9.2 and 14.2
of this Agreement. |
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8.2.3 |
Costs
which the Lessor may incur for purposes of developing the Properties that comprise the
Leased Premises other than for purposes of the lease. |
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As
at December 31, 2005 the Amount of the Investment by the Lessor in each of the Properties
that comprise the Leased Premises is as set forth in Appendix A. |
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8.3 |
The basic rentals shall be paid in advance once every calendar quarter, on the
17th of the first month of each quarter – namely on January 17, April 17,
July 17 and October 17. |
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8.4 |
For purposes of calculating the rentals, the Lessee shall deliver to the Lessor, within 60
days from the end of each calendar year, a statement regarding the volume of proceeds in
the preceding year, in respect of each and every one of the Properties that constitute the
Leased Premises (hereinafter: “the Annual Statements”), where the Annual
Statements are adjusted for inflation (in a manner that the proceeds for each and every
month are adjusted to the end of the calendar year) and certified by an accountant. In the
period from the date of commencement of the Lease Period and up to the end of the first
calendar year, partial statements shall be drawn up, correspondingly. |
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8.5 |
If it should become apparent from the Annual Statements that the amount of “the
Rentals as a Percentage of Proceeds”, that are due to the Lessor for the
year of lease to which such Annual Statements relate, exceeds the “basic
rentals” which were paid in respect of each of the Properties that comprise the
Leased Premises (where same are adjusted from the date specified for payment pursuant to
this Agreement and up to the end of the calendar year), the Lessee shall pay the Lessor,
concurrent with submission of the Annual Statements, the amount of the difference, where
such difference is linked to the index from the date of drawing up of the Annual
Statements and up to the date of actual payment. |
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It
is clarified that calculation of the differences between the basic rentals and the Rentals
as a Percentage of Proceeds shall be made in respect of each and every one of the
Properties that comprise the Leased Premises separately, and not on an omnibus basis with
respect to the Leased Premises as a whole. In other words, if in any Property the Rentals
as a Percentage of Proceeds exceed the basic rentals, Rentals as a Percentage of Proceeds
shall be paid in respect of that Property, even if on a cumulative basis the total Rentals
as a Percentage of Proceeds with respect to the Leased Premises as a whole have not
exceeded the basic rentals in respect of the Leased Premises as a whole. |
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8.6 |
The Lessee shall add Value Added Tax to each payment of rentals, according to the rate in
force at the time of payment. The Lessee shall pay the Lessor the amounts of V.A.T. as
aforesaid not later than two days before the date on which the Lessor is obliged to make
payment thereof to the tax authorities in accordance with the law, against it receiving a
valid tax invoice. |
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8.7 |
The rentals and every other payment the Lessee is obliged to pay to the Lessor shall be
paid by way of a standing instruction or by way of a bank transfer or by way of checks,
all in accordance with the Lessor’s instructions, and the Lessee shall comply with
every such request according to the details thereof, within 15 days from receipt thereof. |
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The
giving of the standing instruction and/or delivery of checks shall be deemed to be payment
only upon actual collection of the moneys pursuant thereto in the Lessor’s account or
to its order, and every payment that is effected in accordance therewith shall be deemed
to be payment “on account” of what is due to it only. |
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8.8 |
The Lessee will be liable for payment of the full rentals and the remaining payments
imposed on the Lessee according to law and/or agreement, for the entire Lease Period, even
if it does not make use of the Leased Premises or portion thereof for any reason. |
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8.9 |
In respect of any default of more than 10 business days in any payment for which the
Lessee is liable in accordance with this clause, the Lessee shall pay the Lessor arrear
interest at such rate and on such conditions as are equivalent to the interest charged by
Bank Hapoalim B.M. in respect of an unauthorized overdraft in current business accounts in
shekels during the relevant period, plus linkage differentials. |
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9.1 |
It is agreed between the parties that the lease which is the subject of this Agreement is
a net lease type, and accordingly the Lessee will bear and/or make payment during the
Lease Period (including the Period of Extension) of the following taxes and payments: |
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9.1.1 |
All
the taxes, fees, levies and other payments of any sort that are imposed and/or may in the
future be imposed on the Leased Premises and/or on the business conducted therein,
including municipal rates, business tax, signboard tax and/or fee, etc., as well as any
tax and/or levy and/or fee that may be imposed in the future and which are imposed and/or
will in the future be imposed according to law and/or custom on a occupier and/or tenant.
The Lessee undertakes to make payment on due date of any amount that may be imposed on it
by the authorities in respect of the business licenses and any tax or fines that may be
imposed, if imposed, that are connected with operating the Leased Premises. |
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9.1.2 |
Payments
in respect of the consumption of water and electricity in the Leased Premises, the
telephone accounts therein, and payments of management charges and/or house committee
charges therein, and also any similar and/or identical payment, as well as any other
expense relating to the use of the Leased Premises and/or the operation thereof. |
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9.1.3 |
All
the payments in respect of approved divergent use for purposes of operating the Lessee’s
business in the Leased Premises in accordance with the purpose of the lease (including
expenses for attending to an application for a permit for approved divergent use, and
also in respect of a betterment levy and payments to the Israel Lands Administration,
etc., that are connected with the issue of the permit for approved divergent use), to the
extent that same may be demanded in the Lease Period and/or the Period of Extension. |
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9.2 |
The Lessor shall bear and/or make payment in the Lease Period (including the Period of
Extension) of development fees and development levies to the local authority that may be
charged according to any law against property owners. |
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Licensing,
licenses and permits |
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10.1 |
The Lessee declares that it is conversant with its business and with the conditions
required for obtaining every license and/or approval and/or permit for the purposes of
this Agreement, and that prior to the signing of this Agreement, it actually examined the
suitability of the Leased Premises for its needs and for the objective of the Leased
Premises and the possibility of obtaining all the licenses, the permits and the approvals
required according to law for operating the Leased Premises in accordance with the
objective of the Leased Premises, and has found the Leased Premises to be suitable for the
purpose of the lease. |
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10.2 |
The Lessee is obliged to comply with and to adhere to all the laws, the by-laws,
regulations etc., of every competent authority and to conform with all the standards that
apply and/or which may in the future apply to the Lessee’s uses of the Leased
Premises, and the business conducted by the Lessee. |
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10.3 |
The Lessor is not responsible to the Lessee for obtaining licenses and/or approvals and/or
permits from the competent authorities, that are required for operating and maintaining
the Lessee’s business in the Leased Premises. |
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10.4 |
The foregoing is intended only to add to and in no way to derogate from the Company’s
right to any additional and/or other remedy in accordance with the Agreement and according
to law. |
| 11. |
Removal
of Properties and adding of new Properties |
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11.1 |
The letting of new Properties by the Lessor to the Lessee shall be effected under the
conditions stipulated in this Agreement, provided that such contractual arrangement was
approved by the audit committee and the board of directors of both the parties, and
provided that the contractual arrangement is during the Lease Period and for a period of
up to 10 years, which will be counted commencing from the date of opening of each of the
new Properties to the general public and where all the Properties leased by the Lessor to
the Lessee shall not exceed an aggregate area of 60,000 sq.m. (an increase of
approximately 20% as against the Properties leased to the Lessee as at the date of
commencement of the Lease Period under this Agreement (January 1, 2006). It is clarified
that also with respect to the new Properties, the Lease Period will be extended as
provided in sub-clause 7.2 above, but the provisions of Clause 7.3 above will not apply
thereto. |
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The
validity of this sub-clause requires the ratification of the Company’s general
meeting after completion of an issue of the Company’s securities to the public, in
accordance with Section 275 of the Companies Law. |
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11.2 |
If the Lessee wishes to terminate a lease in respect of portion of the Properties that
comprise the Leased Premises before the elapse of the Lease Period, the Lessee will be
entitled to do so by way of prior notice of 12 months. |
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Early
termination of the lease in accordance with this possibility is limited to a number of
Properties forming part of the Leased Premises the total cumulative area of which does not
exceed 5% of the aggregate area of the Leased Premises as at the date of commencement of
the Lease Period (January 1, 2006). For the avoidance of doubt it is clarified that the
contents of this sub-clause are in addition to what is stated in Clause 7.3 above. |
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11.3 |
The Lessor hereby is granted the right to shorten or temporarily to cease the Lease Period
of Properties No. 22, 28, 7 in Appendix A to this Agreement, which
form part of the Leased Premises (Ramat Hahayal, Raanana center, Ramat Hatayasim), in the
event that this is required by it for purposes of development and/or building construction
on the land on which the Properties stand (hereinafter: “the Development
Works”), subject to giving the Lessee advance notice of 12 months, and subject to
the condition that on the date of vacation a building permit has been granted for the
Development Works. |
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11.4 |
In addition to the contents of Clause 11.3 above, the Lessor is granted the right to
shorten or temporarily to cease the Lease Period in respect of any 7 branches (5 in the
Lease Period and another 2 in the Period of Extension), in the event that this is required
by it for Development Works. This shall be subject to giving the Lessee prior notice of 12
months and subject to the condition that on the date of vacation a building permit has
been granted for the Development Works, and, subject to the condition that the Lessor
shall bear the costs of vacating the branch and shall provide the Lessee, not later than
24 months from the date of vacation, with an alternative branch in the same location
having similar attributes (area, standard of finish, etc.), at its expense. |
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11.5 |
The Lessor is planning to erect and operate small fuel stations on some of the Properties
that form part of the Leased Premises. It is agreed between the parties, that in relation
to every such station that may be erected with the Lessor’s consent, the Lessor shall
bear the costs of establishing the station, apart from equipment, as shall be agreed. The
costs of establishment will be added to the Amount of the Investment. The revenues from
the sale of fuels will not be taken into account for purposes of determining the rentals
as a percentage of proceeds. |
| 12. |
Liability
and insurance |
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The
liability of the parties and the insurances imposed on each of them are as set forth in
Appendix B to this Agreement, which will be signed within 30 days, if
it is not signed at the time of signing of this Agreement. |
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13.1 |
The Lessee undertakes not to transfer, directly or indirectly, its obligations and its
rights under this Agreement to another/others, and not to grant any third party rights of
use of any sort in the Leased Premises, except with the Lessor’s prior written
approval. |
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13.2 |
Notwithstanding the foregoing, the Lessee will be entitled to let any of the Properties
that form part of the Leased Premises, under a sub-lease, subject to fulfillment of all
the following conditions: |
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13.2.1 |
The
giving of prior written notice of 30 days to the Lessor. |
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13.2.2 |
The
substitute tenant shall sign an undertaking directly to the Lessor to fulfill all the
provisions of this Agreement. |
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13.2.3 |
The
Lessee will remain liable for the fulfillment of all the provisions of this Agreement,
jointly and severally with the substitute tenant. |
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13.3 |
In addition, the Lessee will be entitled to give a right of use as a licensee to
franchisees who operate in the chain of stores operated by the Lessee, as is customary
from time to time at the Lessee, provided that the Lessee shall continue to be fully
liable for all its obligations pursuant to this Agreement. |
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13.4 |
The Lessor will be entitled to transfer its rights and/or obligations pursuant to this
Agreement, in whole or in part, at its sole discretion, subject to the condition that the
Lessee’s rights under this Agreement shall not be adversely affected, and the Lessee
undertakes to fulfill its obligations under this Agreement to any such transferee. |
| 14. |
Maintenance
and repairs |
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14.1 |
The Lessee will be solely responsible to repair any defect, fault or damage of whatsoever
nature that may come about in the Leased Premises, in the accessories, facilities and the
equipment therein, including mechanical breakdown and damage resulting from normal and
reasonable wear and tear (hereinafter: “the Damage”) and shall do so
immediately after the occurrence of the Damage and at its expense. |
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14.2 |
Notwithstanding the contents of Clause 14.1 above, the Lessor will be responsible for the
repair of a defect and/or fault and/or Damage that occurs in the construction frame of the
building of the Leased Premises and/or in the water proofing sealing thereof, provided
that these are not caused as a result of an act and/or omission on the part of the Lessee
and/or someone acting on its behalf. |
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| 15. |
Alterations
to the Leased Premises and building additions |
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15.1 |
The Lessor will be entitled, in its sole discretion, to add an addition of building areas
in each of the Properties that comprise the Leased Premises, to the extent that the town
planning schemes which apply and/or may in the future apply allow this, without it being
obliged to give prior notice to that effect to the Lessee or to obtain the Lessee’s
consent thereto, subject to this not adversely affecting the Lessee’s rights pursuant
to this Agreement, and without this leading to an increase in the rentals. |
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15.2 |
The Lessee shall be entitled to make any alteration to the Leased Premises which is in the
nature of being “an internal alteration”, as defined below in this
sub-clause, without the necessity for obtaining the Lessor’s consent thereto, subject
to the condition that execution of the alteration is for the continued running and
operation of a supermarket in the Leased Premises, and not for any other purpose. The
Lessee shall notify the Lessor about the alterations and the execution thereof in writing
and in advance. |
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“Internal
alteration” – means any alteration and/or addition, provided that such
alteration shall not adversely affect the systems that are common to the Leased Premises
and other units in the building in which the Leased Premises are located and/or of
creating external alterations to the Leased Premises and/or to the building in which the
Leased Premises are located and/or provided that same shall not constitute an exploitation
of building rights in the Leased Premises in excess of those that exist at the time of
commencement of the Lease Period. |
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15.3 |
Should the Lessee wish to effect any alteration which does not constitute an internal
alteration, as defined above, it will only be entitled to do so subject to obtaining the
Lessor’s prior written approval thereto. The Lessor shall not unreasonably withhold
consent to the Lessee’s request. It is agreed that in the scope of reasonable and
pertinent reasons as aforesaid, the Lessor will be entitled to demand that at the end of
the lease the condition thereof be restored to its former state. If the Lessor has agreed
to bear costs of any alterations to the Leased Premises, the Lessor’s costs will be
added to the Amount of the Investment as referred to in Clause 8.2 above. |
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15.4 |
The Lessee will be solely responsible for obtaining from all the entities and the
authorities any permit and/or license and/or approval that is required according to any
law for executing the alterations, prior to performing any alteration. |
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16.1 |
The Lessee shall vacate the Leased Premises at the end of the Lease Period, and shall
return sole possession of the Leased Premises to the Company, with the Leased Premises
being in good order and condition and fit for use and free and vacant of any person and
article not being the property of the Company. |
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16.2 |
All the works and/or alterations and/or additions and/or renovations that have been made
by the Lessee and which are affixed to the Leased Premises will, at the end of the Leased
Premises, pass into the possession and ownership of the Lessor, and the Lessee waives in
advance any allegation and/or any monetary demand in connection therewith. Notwithstanding
the foregoing it is clarified that the Lessor will be entitled to demand that the Lessee
restore any alteration that has been made in the Leased Premises without the Lessor’s
approval as required under the provisions of this Agreement to its former condition, and
in such case the Lessee will do this at its expense. |
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16.3 |
In addition the Lessee shall, as soon as possible after the end of the Lease Period or the
actual vacation of the Leased Premises, deliver confirmations from the Electric
Corporation and the local authority to the effect that the Lessee has no debt in respect
of the consumption of electricity and/or water and/or for taxes and/or fees to the local
authority in respect of the Leased Premises up to the end of the Lease Period or up to the
date of actual vacation, whichever is the later. |
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16.4 |
Should the Lessee fail to vacate the Leased Premises on due date, then without derogating
from the Lessor’s rights against the Lessee pursuant to the Agreement and according
to law, after a default of 7 days, the Lessee shall pay the Lessor agreed pre-estimated
liquidated damages in an amount of double the rental in respect of each day of default in
vacation. |
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17.1 |
The provisions of the Contracts Law (Remedies for Breach of Contract), 5731-1970 shall
apply to a breach of this Agreement. |
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17.2 |
Without derogating from the provisions of Clause 17.1 above, in each of the cases
mentioned below the Lessor will be entitled to cancel the Agreement and to demand
immediate vacation of the Leased Premises: |
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17.2.1 |
Bankruptcy
or liquidation proceedings are taken against the Lessee and have not been withdrawn
within 60 (sixty) days. |
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17.2.2 |
A
receiver is appointed for the Lessee and/or in respect of a material portion of its
assets, and the appointment has not been set aside within 60 (sixty) days. |
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17.2.3 |
The
Lessee has applied to the court with an application to stay proceedings against it, or
with an application to reach an arrangement with creditors. |
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It
is hereby agreed that the amounts for which the parties to this Agreement are indebted
will not be capable of being set off. |
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19.1 |
Any disputes that may arise between the parties, inter alia in connection with
and/or relating to this Agreement and/or in connection with any of the provisions hereof
and/or in connection with the implementation and/or breach of this Agreement, if any,
shall be brought first for resolution in the framework of a forum that will include the
CEO of the chain, a representative of the Lessor and a representative of the Lessee, on a
basis that the representatives will be the chairman of the audit committee of the Lessee
and the Lessor or another director of the companies who will be appointed by the audit
committee, provided that he does not have a personal interest in the dispute. If the
aforesaid forum does not reach a resolution of the dispute by agreement, the Agreement
will be referred for the decision of an arbitrator who will be appointed by the parties by
mutual consent and in the absence of consent between them the arbitrator will be appointed
by the legal advisor of Blue Square. |
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19.2 |
The arbitrator shall adjudicate on the aforesaid disputes or on any of them after having
been requested to do so by notice in writing signed by any of the parties to this
Agreement. |
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19.3 |
The arbitrator will be bound by the substantive law, but will not be bound by the rules of
evidence and of procedure and he will be obliged to give reasons for the arbitration
award. |
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19.4 |
This clause constitutes a valid arbitration agreement within the meaning thereof under the
Arbitration Law, 5728-1968. |
| |
The
coming into force of this Agreement is contingent upon obtaining approval of the competent
organs of each of the parties. |
| |
The
addresses of the parties are as set forth at the head of the Agreement and any notice that
may be sent by one party to other shall be deemed to have been delivered to its
destination at the end of 72 hours from the time of delivery for dispatch by registered
mail in Israel or within one business day if delivered by hand or by facsimile. |
In Witness Whereof the Parties have Hereunto Signed:
By: /s/ Xxxxx Xxxxxxxx
/s/ Xxxx Xxxxxx
——————————————
Blue Square-Israel Ltd. |
By: /s/ Xxxxx Xxxxxxxx
/s/ Xxxx Xxxxx
——————————————
Blue Square Real Estate Ltd. |
12
List of Properties - Appendix A to Notarial/Irrevocable Power of Attorney dated
|
Block
|
Parcel
|
Street
|
Town/City
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1 |
8019 |
3, 70, 71 |
Hameyasdim |
Even Xxxxxx |
| 0 |
00000 |
0, 0 |
00 Xxxxx |
Ofakim |
| 3 |
40048 |
1 |
Derech Yotam |
Eilat |
| 4 |
40029 |
17, 18, 19 |
23 Hativat Xxxxxx |
Eilat |
| 5 |
40048 |
1 |
Derech Yotam |
Eilat |
| 6 |
40096 |
1 |
290 - 294 Sheshet Hayamim |
Eilat |
| 7 |
4060 |
44-51, 58 |
32 Xxx Xxxxx |
Xxxx |
| 0 |
Xxxx |
Xxxx |
00 Tzionit |
Xxxxx |
| 0 |
0000 |
00 |
Xxxxxxxxx/Xx Xxxxx |
Ashdod |
| 10 |
2074 |
151 |
Sderot Xxxxxxxx Xxxxx/Kalanit Center |
Ashdod |
| 11 |
2061 |
111 |
Hof Lido |
Ashdod |
| 12 |
1929 |
211, 208, 207 |
40 Hahistadrut |
Ashkelon |
| |
1945 |
33 |
|
|
| 13 |
38094 |
32/2 |
2 Mivtsa Ovda |
Beer Sheva |
| 14 |
38100 |
59 |
49 Mivtza Yoav |
Beer Xxxxx |
| 00 |
Xxxx |
Xxxx |
00/00 Xxxx Xxxx |
Xxxxxx Elite |
| 16 |
7131 |
39/15 |
20 Mivtsa Xxxxx |
Xxx Xxx |
| 00 |
0000 |
00 |
00x' Xxxx |
Xxx Xxx |
| 18 |
6156 |
535 |
13 Tfutzot Israel |
Xxxxxxxxx |
| 00 |
0000 |
000/0, 0 |
00 Xxxxxxxx |
Givatayim |
| 20 |
3876 |
72, 140 |
Xxxxxxxx/Xxxxx |
Xxxxxx |
| 00 |
0000 |
000 |
00 Xxxxx Xxxxx |
Xxxxxxxx |
| 22 |
6558 |
151 |
19 Katznelson |
Xxxxxxxx |
| 00 |
00000 |
00 |
Xxxxxxxxxx/Xxxxxxxxx |
Xxxxxxx Ya'akov |
| 24 |
10036 |
438 |
19 Smilanski /Xxxxxx Xxxxx |
Hadera |
| 25 |
7731 |
126/1 |
21 Ha'atzmaut |
Hadera |
| 26 |
6021 |
1012/1 |
104 Hahistradrut |
Holon |
| 27 |
10817 |
29, 30, 31 |
37 Ha'aliya Hashniya |
Haifa |
| 28 |
10735, 12064, 12065 |
24, 50, 58 |
8 Friman |
Haifa |
| 29 |
11636 |
3 |
71 Xxxxx Xxxxx/ Halutzei Ta'asiya |
Xxxxx |
| 00 |
Xxxxx 00000 |
Xxxxxx 124 |
Sderot Xxxxxxx, Xxxxxx Xxxxxx |
Xxxxx |
| |
Xxxxx 00000 |
Xxxxxx 494 |
|
|
| 31 |
10870 |
Present parcel - 59 |
20 Xxxxx Xxxxxx |
Xxxxx |
| |
|
Xxx xxxxxx - 00, 00 |
|
|
| 00 |
Xxxxx 00000 |
Xxxxxxx 58, 204, 206, 208, 210 |
Canyon Drachim |
Yokneam |
| |
Block 11495 |
Parcels 23, 58, 66, 68, 71 |
|
|
| 33 |
30113 |
7 |
Beitar / Xxxxxxxx |
Xxxxxxxxx |
| 00 |
30141 |
137 |
Xxxxxx Xxxxx/8 Harekavim |
Jerusalem |
| 35 |
8150 |
4, 5, 6, 7, 8 |
6 Sharet |
Kfar Yona |
| 36 |
6431 |
184 |
2 X. Xxxxx |
Kfar Saba |
| 37 |
Block 7613 |
Parcel 96 |
1 Atir Yeda |
Kfar Saba |
| |
Block 7615 |
Parcels 13, 17 |
|
|
| 38 |
19160 |
9 |
3 Maaleh Xxxxx |
Xxxxxxx |
| 00 |
Xxxxx 0000 |
Xxxxxx 41 |
14 Arba'a Onot |
Lod |
| |
Block 3970 |
Parcel 102 |
|
|
| 40 |
17455 |
45, 47, 57, 110, 117 |
39 Nitzanim / Atzmaut |
Xxxxxx Xxxx |
| 41 |
5690 |
Parcel 19 sub-parcel 1 |
24 Xxxx Xxxxx |
Xxxx'in |
| 42 |
5569 |
21 |
Xxxx Beit Xxxxx/Yehezkel Hanavi |
Xxxx'in |
13
| 43 |
None |
None |
2 Sderot Xxxxxxxx |
Xxxx'in Elite |
| 44 |
3898 |
38 |
Sderot Eliyahu/Lilach |
Mazkeret Batia |
| 45 |
5313 |
78 |
Rananim Commercial Center |
Maccabim /Reut |
| 46 |
18133 |
19 |
2 Irit |
Nahariya |
| 47 |
6502 |
300/2 |
30 Hashaked /Pninim |
Xxxxx Xxxxxxx |
| 48 |
3845 |
269/1 |
Hairusim |
Xxxx Xxxxx |
| 49 |
17531 |
64, 65 |
Yakinton/Atara |
Xxxxxxxx |
| 00 |
00000 |
0 |
0 Xxxx |
Xxxxxxxx |
| 51 |
39583 |
3, 30 |
123Yosef Smilo |
Xxxxxxx |
| 00 |
0000 |
000/0 |
00 Xxxxxxxxx |
Netanya |
| 53 |
8264 |
113/3 |
14 Shtempepper |
Netanya |
| 54 |
8271 |
180 |
32 Harav Kook |
Xxxxxxx |
| 00 |
00000 |
00-00 |
Xxxxxxx Xxxx |
Afula |
| 56 |
4044 |
22-34, 36, 37 |
96 Derech Xxxxxxxx Xxxxx |
Xxxxxx Xxxxx |
| 57 |
6361 |
444 |
00 Xxxxxxxxxxx / Xxxxxx |
Petach Tikva |
| 58 |
11022 |
34 |
10 Xxxxxxxxx |
Xxxxxxx Xxx |
| 00 |
00000 |
71, 103, 112 |
Xxxxxxx/Xx'xxxxxxx |
Xxxxxxx Xxx |
| 00 |
0000 |
Xxxxxx 718 sub-parcel 12 |
65 Jabotinsky |
Rishon Le-Zion |
| 61 |
3946 |
221 |
33 Xxxxxx Xxxxx |
Rishon Le-Zion |
| 62 |
3699 |
248/2 |
15 Derech Yerushalayim |
Rehovot |
| 63 |
3698 |
2, 15, 16 |
2 Yerushalayim / Medar |
Rehovot |
| 64 |
3654 |
28, 30 |
26 Derech Hayam |
Rehovot |
| 65 |
4341 |
25, 26 |
Sderot Yerushalayim/Nofei hamad |
Ramle |
| 66 |
6126 |
8, 26-28 |
2 Haroeh |
Ramat Gan |
| 67 |
Block 6547 |
Parcel 138 |
Haharoshet |
Ramat Hasharon |
| |
Block 6550 |
Parcel 92 |
|
|
| 68 |
6580 |
Parcel 23 sub parcel 4 |
114 Ahuza |
Raanana |
| 69 |
7655 |
122 |
11 Hahistadrut |
Raanana |
| 70 |
6847 |
10 |
161 Xxxx Ayalon |
Shoham |
| 71 |
6111 |
608, 609 |
00 Xxxxxxxx |
Xxx Xxxx |
| 00 |
0000 |
Xxxxxx 65 sub parcel 2 |
7 Kfar Dizengoff /Beilinson |
Xxx Xxxx |
| 00 |
0000 |
000/0 |
00 Xx Xxxxxxx |
Xxx Xxxx |
| 00 |
0000 |
Xxxxxx 744 sub parcel 00 |
00 Xxx Xxxxxx |
Xxx Xxxx |
| 00 |
0000 |
000, 866, 867 |
00-00 Xxxxxx Xxxxxxx |
Xxx Xxxx |
| 76 |
6625 |
Parcel 954 sub parcel 1, 2 |
15 Lea |
Tel Aviv |
| 00 |
0000 |
00 |
00 Xxxxxxx Xxxx |
Xxx Xxxx |
| 00 |
0000 |
000, 451 |
7 Xxxxx Xxxxxx |
Xxx Xxxx |
| 00 |
0000 |
Xxxxxx 561 sub parcel 8 |
13 Xxxxxxxxxxx |
Tel Aviv |
| 00 |
0000 |
00 |
00 Xxxxx Xxxx |
Tel Aviv |
| 00 |
0000 |
000, 841, 848 |
12 Uri |
Xxx Xxxx |
| 00 |
0000 |
Xxxxxx 654 sub parcel 1 |
209 Bnei Ephraim |
Xxx Xxxx |
| 00 |
0000 |
00 |
Xxxxxxxx Xxxxxx/Xxxxxx |
Xxx Xxxx |
| 00 |
0000 |
00, 58 |
108 Levinsky |
Tel Aviv |
| 00 |
0000 |
000, 368 |
2 Grofit |
Xxx Xxxx |
| 00 |
0000 |
00-00 |
0 Xxxxxx |
Xxx Xxxx |
| 00 |
0000 |
00 |
00 Aluf |
Tel Aviv |
| 00 |
0000 |
000 |
0 Hashaked |
Tel Mond |
| 89 |
6495 |
Xxxxxx 00 xxx-xxxxxxx 0x0 |
00 Xxxxx |
Kiryiat Ono |
| 90 |
7655 |
291 |
88 Borochov /Kinneret |
Raanana |
| 91 |
7657 |
4 |
2 Xxxxxxxx |
Xxxxxxx |
| 00 |
0000 |
Xxxxxxx 24 and 46, |
4 Oded |
Tel Aviv |
| |
|
Sub-parcel 10 |
|
|
| 00 |
0000 |
00 |
00 Heshmonaim |
Xxx Xxxx |
| 00 |
0000 |
00 |
Xxxxxxx / Xxxxxxx / Harimon |
Elyachin |
| 95 |
2192 |
109 |
Yarmuch/Kinneret |
Ashdod |
14
| 96 |
12105 |
59 |
Harimon |
Xxxxx Xxx |
| 00 |
00000 |
3 |
71 Xxxxx Xxxxx / Halutzei Taasiya |
Haifa |
| 98 |
11578 |
58 - 59 |
Shenkar / Haitztadion |
Haifa |
| 99 |
16699 |
17-19 |
Xxxxxxx Xxxx |
Xxxxx |
| 000 |
Xxxxx 00000 |
Xxxxxxx 17, 19 |
Haruv / Savyon |
Xxxxxxxx |
| |
Xxxxx 00000 |
Xxxxxx 103 |
|
|
| 101 |
4341 |
25, 26 |
Hatamar / Hataana / Harimon |
Elyachin |
15
