EXHIBIT 10.70
LAND REGISTRY
COUNTY DUBLIN FOLIO 75165L
[GRAPHIC]
This LEASE made the 11th day of March One thousand nine hundred ninety six
BETWEEN FRIENDS PROVIDENT LIFE ASSURANCE COMPANY LIMITED having its registered
office at Friends Xxxxxxxxx Xxxxx, 00/00, [XXXXXXXXX] Xxxx, Xxxxxx 0
(hereinafter called "the Landlord") of the first part AND PRINTING RESOURCES
LIMITED having its registered office at Xxxxx Xxxxxxx [ILLEGIBLE] Estate, South
Circular Road, Dublin 8 (hereinafter called "the Tenant") of the second part AND
XXXXXXX ROBOR PLC having its registered office at Xxxxxxx Xxxxx, Xxxxxxx,
Xxxxxxxxxx Xxxx Xxxxxx XX0X 0XX Xxxxxxx (hereinafter called "the Surety") of the
third part.
WITNESSETH as follows:
1. IN THIS LEASE where the context so admits
(A) the following expressions shall have the following meanings:
(1) "Act" means any Act of the Oireachtas now or hereafter to be passed
and references to any Act include references to any statutory
modification or re-enactment thereof for the time being in force and
any order instrument regulation or byelaw made or issued thereunder
(2) "approved" "authorised" and "allocated" mean as the case may be
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in any year
(21) "Review Date" "Market Rent" "Chairman" "Surveyor" "agree or agreed"
"Assumed Matters" "Disregarded Matters" have the meaning given to
them in the Third Schedule
(22) "Sub-Station Site" means the site on the ground floor of the
premises shown outlined and hatched in blue on Plans No. I and II
and are more particularly described on Plan No. III and thereon
outlined in blue.
(23) "Superior Lease" means the Lease dated 19th May 1989 between Drumlee
Estates Limited of the one part and the Landlord of the other part
(24) "Superior Landlord" includes the person or persons for the time
being entitled to the reversion immediately expectant on the
determination of the Superior Lease
(25) "Tenant" includes the successors in title and assigns of the Tenant
(26) "Term" means the term hereby granted
(27) "underlease" and "sub-underlease" include an agreement for
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Tenant Together with the rights granted in Part I of the Second Schedule but
Reserving to the Landlord and subject to the rights set out in Part II of the
Second Schedule and subject to all rights and easements (if any) enjoyed by any
adjoining or neighbouring property over or in respect of the Premises To Hold
the same for the term of twenty years and seven days from and including 1st day
of January 1996 to and including 7th day of January 2016 (determinable as herein
provided) Yielding and Paying during the Term the following Rents namely:
(1) Until 31st day of December 2001 the yearly rent of One Hundred and Forty
One Thousand Pounds ((pound)141,000) and thereafter the yearly rent
payable under the Third Schedule hereof such rent to be paid without any
deduction (except as required by any Act) by four equal quarterly payments
in advance on the Quarter Days the first payment (for the period beginning
on 1st day of January 1996 and ending 31st day of March 1996) to be made
on or before the date hereof and
(2) A yearly rent equal to the sum or sums paid or expended by the Landlord in
performance of the Landlord's covenant for insurance in Clause 4(2) such
yearly rent to be paid on demand
3. THE TENANT hereby covenants with the Landlord:
(1) To pay the Rents at the times and in manner aforesaid without any
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deduction (except as aforesaid) and if so required by bankers standing
order.
(2) (A) To defray (or in the absence of direct assessment on the Premises to
pay to the Landlord a fair proportion of) all existing and future
rates taxes assessments charges and outgoings payable in respect of
the Premises or any part thereof by any estate owner landlord tenant
or occupier thereof.
(B) If before the termination of the Term the Tenant or any undertenant
or occupier of the Premises or any part thereof shall cease to
occupy the same or to use the same for the purpose for which the
same was constructed or has been adapted and the Landlord shall pay
any rates or surcharge additional to rates to pay to the Landlord a
sum equal to the amount of such payments attributable to such
cessation of occupation or use.
(C) To pay and keep the Landlord indemnified against all VAT which may
from time to time be charged on the Rents or any other monies
payable by the Tenant under this Lease and to pay and keep the
Landlord indemnified against all VAT charged on the granting of this
Lease.
(3) To pay to the suppliers thereof all charges for gas electricity telephone
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(C) To enter into agreements with the manufacturers or with approved
maintenance contractors for the regular inspection and servicing of
all apparatus plant and machinery serving any heating system in the
Premises.
(5) (A) In every third year of the Term and in the last year of the Term in
a proper and workmanlike manner to clean all the outside surfaces of
the Premises and thereafter prepare and paint all outside surfaces
usually painted with three coats of paint of an approved colour and
quality.
(B) In every fifth year of the Term and in the last three months of the
last year of the Term in a proper and workmanlike manner to prepare
and paint all inside surfaces of the Premises usually painted with
two coats of best quality paint and to strip and repaper all inside
surfaces usually papered and to restore all other inside surfaces to
their proper condition and appearance.
(C) In complying with this covenant in the last three months of the last
year of the Term to use only materials of an approved colour quality
and finish and to ensure that any part of the Premises so painted
and decorated shall not thereafter be damaged.
(D) To keep the Landscaped Area at all times in a neat and tidy
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condition and without prejudice to the generality of the foregoing
to cut the grass during the growing season at least once every week
and to keep the same properly treated against weeds and to keep the
flower beds properly planted and weeded and to keep all trees and
shrubs properly pruned and to replace the same if ever they shall be
blown down or die.
(6) To permit the Landlord and/or the Superior Landlord and any authorised
person at all reasonable times upon previous notice to enter and inspect
the Premises.
(7) (A) Forthwith to comply with any notice given by the Landlord requiring
the Tenant to remedy any breach of the Tenant's covenants found upon
any such inspection.
(B) If the Tenant shall not within a reasonable time comply with any
such notice to permit the Landlord and any authorised person to
enter the Premises to remedy any such breach.
(C) To pay to the Landlord on demand all the costs and expenses incurred
by the Landlord under the provisions of this sub-clause.
(8) To clean the windows in the Premises at least once in every month.
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(9) At the expiration or sooner determination of the Term:
(A) to yield up the Premises (tenant's or trade fixtures only excepted)
in good and substantial repair and condition and fully in accordance
with the foregoing Tenant's covenants.
(B) to make good any damage caused to the Premises by the removal of the
Tenant's fixtures fittings furniture and effects and by the
reinstatement of the Premises pursuant to any covenant with the
Landlord.
(10) To reimburse to the Landlord all expenditure reasonably incurred by the
Landlord after the termination of the Term in repairing painting and
decorating the Premises so as to put them into the condition required by
the foregoing Tenant's covenants.
(11) To pay a fair proportion (to be conclusively determined by the Landlord's
Surveyor (save in the case of manifest error)) of the expenses incurred in
respect of any repairing rebuilding renewing maintaining cleansing and
(where necessary) lighting any party walls fences Conducting Media
passageways entrances ways roads pavements and other things the use of
which is common to the Premises and to other property together with the
cost of managing agents and/or the reasonable cost (not exceeding ten per
centum of the amount of the said expenses) of management by
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the Landlord.
(12) To permit the Landlord and/or the Superior Landlord and any authorised
person at all reasonable times upon prior notice save in cases of
emergency to enter the Premises to repair renew cleanse or alter any
adjoining or neighbouring property.
(13) (A) Not without the consent of the Landlord to erect any partitioning
within the Premises PROVIDED ALWAYS that the Tenant shall be
entitled to erect stud partitioning or demountable office
partitioning within the ancillary office area subject to such
partitioning complying with all Local Authority Statutory and Fire
Officer requirements and subject also to the requirement of the
Landlord to remove any such partitioning if requested so do to at
the expiration or sooner determination of the Term.
(B) Save as permitted pursuant to (A) above not to erect or permit or
suffer to be erected any other building structure Conducting Media
mast or post upon the Premises nor to make or permit or suffer to be
made any alteration therein or addition thereto nor to commit or
permit or suffer any waste spoil or destruction in or upon the
Premises nor to cut injure or remove or suffer to be cut injured or
removed any of the roofs walls (whether outside or inside) floors
joists timbers Conducting Media drains appurtenances or fixtures
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thereof.
(14) Not to affix or display or permit or suffer to be affixed or displayed
upon any part of the exterior of the Premises or to or through any window
thereof any placard poster notice advertisement name or sign whatsoever
PROVIDED ALWAYS that the Tenant may with the consent of the Landlord and
subject to the Tenant complying with the Planning Acts exhibit the Tenants
name and business upon or near to the main entrance doorway of the
Premises and in such other reasonable places as the Landlord shall agree.
(15) Within seven days of the receipt by the Tenant of any notice order
requisition direction or plan given made or issued to or by a competent
authority affecting the Premises or the occupation or user thereof to
supply a copy thereof to the Landlord and to make or join in making such
objections or representations against or in respect thereof as the
Landlord may reasonably require.
(16) (A) To comply in every respect with the provisions of any Act or the
requirements of any competent authority in respect of the Premises
or any part thereof or in respect of the occupation or user thereof
and to indemnify the Landlord against all claims demands expenses
and liability in respect thereof and to pay all costs charges and
expenses incurred by the Landlord in connection with any such
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provision or requirement
(B) Without prejudice to the generality of the preceding sub-clause (A)
to install in the Premises and thereafter repair maintain and keep
in good working order if necessary renewed from time to time such
fire extinguishers and other equipment as may be required by the
appropriate Fire Authority.
(17) Without prejudice to the generality of the last preceding sub-clause (16)
in relation to the Planning Acts not without the consent of the Landlord
(A) to make any application for planning permission in respect of the
Premises or any part thereof whether in respect of the carrying out
of any operations works acts or things or the user of the Premises
or any part thereof
(B) to carry out any operations works acts or things in the Premises or
any part thereof or make any change of use of the same for which
planning permission needs to be obtained
(C) to make any agreement or arrangement as to the user of the Premises
with the local planning authority.
(18) Not to use or permit or suffer to be used the Premises or any part thereof
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for any purpose other than the Permitted User.
(19) (A) Not to store or bring upon the Premises any materials or liquid of a
specially combustible inflammable explosive dangerous or offensive
nature and to procure that the storage and use of all materials or
liquids (a) shall at all times conform to any restrictions or
conditions imposed by statute or by regulations made thereunder and
(b) shall not take place without the Tenant first ascertaining and
complying with the requirements of the insurers of the Premises.
(B) Not to do any act or thing whereby any insurance effected on the
Premises or any neighbouring property may be rendered void or
voidable or the rate of premium thereon may be increased and to
comply with all recommendations of the insurers as to fire
precautions relating to the Premises.
(C) Not to do on the Premises any act or thing whatsoever which may or
tend to the nuisance annoyance inconvenience damage or disturbance
of the Superior Landlord the Landlord or its/their tenants or the
owners or occupiers of any adjoining or neighbouring property.
(D) Not to use the Premises for any illegal or immoral purposes or for
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the production sale distribution hire or storage of pornographic
material.
(E) Not to use the Premises for the sale of excisable or intoxicating
liquors or for the purpose of a club wherein alcoholic liquors are
supplied or consumed or for gambling or for the purpose of any
betting transaction within the meaning of the Gaming and Lotteries
Act 1956/1979 with or between persons resorting to the Premises or
for any purpose connected with betting or gambling or football or
other pools.
(F) Not to use the Premises for residential purposes.
(G) Not to hold in the Premises any sale by auction public exhibition or
political meeting.
(H) Not to bring into or upon the Premises or do anything which might
throw on the Premises any load or weight in excess of that which the
Premises are designed or constructed to bear with due margin for
safety nor to cause any undue vibration to the Premises by machinery
or otherwise.
(I) Not to suspend from any of the roof trusses or use the roof or roof
trusses of the building or buildings for the time being comprised in
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the Premises for the storage of goods or to place or permit any
person or persons to enter thereon save with a view to the execution
of necessary repairs and then only in such manner as to subject the
roof and roof trusses to the least possible strain.
(J) Not to install set up or in any way affix or permit to be installed
set up or affixed in or upon the Premises in any manner whatsoever
any engine machinery or mechanical devise or plant other than the
machinery normally operated in respect of the Permitted User.
(K) Not to allow to pass into the sewers drains or watercourses serving
the Premises any noxious or deleterious effluent or other substance
which will cause an obstruction or deposit in or injure the said
sewers drains or watercourses.
(L) Not to block up or interfere with any ventilating or heating louvres
wherever situate.
(M) Not to keep or allow to accumulate on or outside the buildings which
comprise or form part of the Premises any rubbish or refuse of any
kind but to remove the same as often as practicable but not less
often than once in every week provided that all perishables are
removed daily.
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(N) Not to permit any vehicles to remain for an unreasonable time nor
any packing cases goods or materials to be unpacked or deposited
outside the buildings which comprise or form part of the Premises or
otherwise cause obstruction or annoyance to the Landlord or to the
tenants or occupiers of any adjoining or neighbouring premises.
(0) Not to park or permit to be parked any trucks or to store or permit
to be stored or display or permit to be displayed any goods or
materials in that area of the Premises situate between the buildings
constructed on the Premises and the Public Road.
(P) Not to allow the electricity supply to the Premises to become
overloaded.
(Q) Not to use the Premises as agricultural land or an agricultural
holding within the meaning of these words as used in the Land
Purchase Acts or the Land Acts.
(R) Not to carry on or permit to be carried on upon the Premises any
offensive noisy or dangerous business manufacture or occupation
PROVIDED that it shall be a breach of this sub-clause for the Tenant to permit
or suffer any act expressly prohibited in this sub-clause and any reference to
"the Premises" in this Clause includes a reference to any part
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(D) Not to underlet the whole of the Premises without the consent of the
Landlord Provided that:
(i) the rent to be reserved by the Tenant shall not be less then
the Rents for the time being payable by the Tenant under this
Lease and shall be the best rent obtainable without taking a
fine or premium, and
(ii) any underlease shall contain an absolute prohibition against
charging or assigning part of the Premises parting with
possession or sharing occupation of the Premises or part
thereof or sub-underletting the whole or part of the Premises
(E) To incorporate or procure the incorporation in every permitted
mediate or immediate underlease of such provisions as are necessary
to ensure that any such underlease is in all respects consistent
with the provisions of this Lease and that the rent thereunder is
reviewed on the dates provided for review of rent hereunder and that
(subject to Clause 3(20)(D) above) any further dealing with the
premises thereby demised shall be subject to the consent of the
Landlord.
(F) Not upon a review of the rent reserved by any such underlease to
agree the amount of any such reviewed rent without the consent of
the Landlord.
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(G) Not to effect any transaction which this sub-clause (20) allows
subject to the consent of the Landlord more than one calendar month
after the date of the consent unless it shall otherwise provide.
(21) Within one month after any assignment underlease assignment of underlease
mortgage charge transfer disposition or devolution of the Premises or any
part thereof or any devolution in the estate of the Tenant therein or of
this Lease and every surrender of any derivative mediate or immediate
estate in the Premises or part thereof or any devolution of such estate to
give notice thereof in duplicate to the Landlord's solicitors and to
produce to them the original or a certified copy of the instrument or
instruments (including any relevant probate letters of administration or
assent) and also to deliver to the same solicitors for retention by the
Landlord a copy thereof and to pay to the same solicitors for the
registration of such transaction a reasonable fee (but not less than
(pound)100).
(22) Within one month after any written request by the Landlord to notify the
Landlord in writing:
(A) Whether the Tenant occupies the Premises wholly or in part and if so
for what purpose each part of the Premises is occupied, and
(B) Whether the Tenant has a sub-tenant and if so then:
(i) the description of the sub-let premises
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(ii) for what purpose the sub-let premises are occupied
(iii) if the subtenancy is for a fixed term what is the term and if
terminable by notice by what notice it can be terminated
(iv) the rent payable under the subtenancy
(v) the full name of the subtenant
(vi) whether to the best of the Tenant's knowledge and belief the
subtenant is in occupation of the premises sublet to him or
any part of them and if not what is the subtenant's address,
and Provided that the Landlord shall not be entitled to make
such a request more often than once in any period of twelve
months.
(23) Upon making an application for any consent which is required under this
Lease and as a condition precedent to the validity of such application to
disclose to the Landlord such information as the Landlord may reasonably
require.
(24) (A) Not to give to any third party any acknowledgment that the Tenant
enjoys the access of light or air to any of the windows or openings
in the Premises by the consent of such third party nor to pay any
sum of money to or enter into any agreement with such third party
for the purpose of inducing or binding him to abstain from
obstructing the access of light or air to any such windows or
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openings And in the event of any such third party doing or
threatening to do anything which obstructs or would obstruct such
access of light or air to notify the same forthwith to the Landlord
on the same coming to the knowledge of the Tenant.
(B) To take all reasonable steps to prevent and not to suffer any
encroachment upon the Premises or the acquisition of any right to
light or air passage drainage or other easement over upon or under
the Premises and forthwith on the same coming to the knowledge of
the Tenant to give notice in writing to the Landlord of any
threatened encroachment or attempt to acquire any such easement.
(C) To use its best endeavours to prevent any easement or right at any
time belonging to or used with the Premises from being obstructed or
lost.
(25) (A) In the event of the Premises being destroyed or damaged to give
notice thereof immediately to the Landlord stating (if possible) the
cause of such destruction or damage.
(B) In the event of the Premises or any part thereof being destroyed or
damaged from or by any of the insured Risks and of the Landlord
being unable to recover the whole or part of the insurance money in
respect of the same by reason solely or in part of any act
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omission neglect or default of the Tenant its servants agents or
licensees or any sub-tenant its servants agents or licensees then
and in every such case the Tenant shall forthwith pay to the
Landlord the whole or (as the case may require) a fair proportion of
the cost of rebuilding and reinstating the Premises and any other
premises in respect of which the Landlord's insurance shall be
vitiated by the said act omission neglect or default.
(C) To give notice to the Landlord forthwith of any defect in the
Premises of which the Tenant is aware.
(26) (A) To indemnify the Landlord against all costs and expenses including
professional fees properly incurred by the Landlord in connection
with all and every loss and damage whatsoever incurred or sustained
by the Landlord as a consequence of every breach of the covenants by
the Tenant set out herein or implied PROVIDED that such indemnity
shall extend to and cover all costs and expenses incurred by the
Landlord in connection with any steps which the Landlord may (at its
absolute discretion but without being in any way obliged so to do)
take to remedy any such breach and be without prejudice to any
rights or remedies of the Landlord in respect of any such breach.
(B) To indemnify the Landlord against all actions claims liabilities
costs
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and expenses alleged or demanded by the owners or occupiers of any
adjoining or neighbouring property or other parties arising through
the use or occupation of the Premises the existence of any article
in or upon the Premises or the execution or omission of any works
upon the Premises except insofar as the same may be due solely to
the Landlord's own act or default or the act or default of the
Landlord's employees or agents.
(27) To permit the Landlord during the Term to affix and retain without
interference upon any suitable and conspicuous part of the Premises (but
not so as materially to affect the access of light and air to the
Premises) a notice for reletting the same (if the termination of the Term
is a prospective possibility) or selling the Landlord's interest in the
Premises and to permit persons with written authority of the Landlord or
the Landlord's agents at reasonable times of the day to view the Premises.
(28) To pay to the Landlord on demand all costs charges and expenses (including
legal and surveyors' fees and costs) of and incidental to:
(A) every application made by the Tenant for the Landlord's consent or
approval whether the same be granted or refused or proffered subject
to any lawful qualification or condition or whether the application
be withdrawn.
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(B) the preparation and service of notices under the terms hereof
(whether during at the end of or after the expiry of the Term) and
any notices or proceedings under Section 14 of the Conveyancing Xxx
0000 notwithstanding that forfeiture is avoided otherwise than by
relief granted by the Court.
(C) any schedule relating to wants of repair to the Premises whether
served during or after the termination of the Term.
(D) the stamp duty payable on this Lease and the Counterpart thereof.
(29) If any sum payable by the Tenant to the Landlord under this Lease shall
not be paid on the same becoming due to pay to the Landlord interest
thereon at the rate of three per cent. above Base Rate from time to time
calculated on a day to day basis from the date of the same becoming due
down to the date of payment and the aggregate amount for the time being so
payable shall at the option of the Landlord be recoverable by action or as
rent in arrear.
(30) To do such things and execute such documents as may be necessary for the
purposes of the grant of a Lease to the ESB for any sub-station to be
erected within the Premises and to allow the ESB its servants and agents
at reasonable times to enter upon the Premises for the purposes of
inspecting maintaining and repairing all electrical installations.
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4. THE LANDLORD covenants with the Tenant:
(1) That the Tenant paying the Rents and performing and observing the
covenants and stipulations on the part of the Tenant herein shall
peaceably hold and enjoy the Premises during the Term without any
interruption by the Landlord or any person rightfully claiming under or in
trust for the Landlord.
(2) To insure the Premises and (unless such insurance shall become void or
payment of the insurance monies shall be refused wholly or in part by
reason of any act omission neglect or default by or on the part of the
Tenant its servants agents or licensees or any subtenant its servants
agents or licensees) keep the same insured against:
(A) loss or damage by the Insured Risks in such amount (determined by
the Landlord from time to time) as the Landlord shall in its
absolute discretion from time to time deem sufficient to cover the
full amount of the costs (including reasonable provision for
escalation of such costs between the date of destruction or damage
and the date of rebuilding or reinstating the Premises and including
all applicable VAT) of completely rebuilding or reinstating the
Premises or in such higher amount as the Tenant shall by notice to
the Landlord from time to time specify.
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(B) professional fees on such amount assessed according to the scales or
other method for the time being adopted by the Royal Institute of
the Architects of Ireland and the Society of Chartered Surveyors in
the Republic of Ireland and other professional fees the cost of site
clearance (including demolition and debris removal) and all other
fees and payments of whatever nature necessary or in contemplation
in respect of the effecting of the said rebuilding or re-instatement
of the Premises including VAT on all or any part thereof including
all planning fees payable on any planning application and all stamp
duties exigible on any Building or like Contract entered into
relative to such rebuilding or re-instatement and three years rent
of the Premises at the rate for the time being payable or
prospectively payable.
(3) (Unless as aforesaid) to apply all such monies (except monies received in
respect of loss or damage of or to such adjoining or neighbouring premises
or fixtures and fittings therein or thereon or liability to third parties
or loss of rent) as the Landlord may receive under or by virtue of such
insurance in rebuilding or reinstating the Premises or such parts thereof
as may have been damaged or destroyed as expeditiously as possible
(subject always to the Landlord being able to obtain all such approvals
consents licences permits and permissions and all such materials and
labour as may be necessary for such rebuilding and reinstatement) and
(unless as aforesaid) to make up any shortfall in
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insurance monies from the Landlords own funds.
(4) On all reasonable occasions when so requested by the Tenant to give or
procure that there be given to the Tenant at the Tenant's expense full
details of the insurance or insurances so effected by the Landlord and a
copy of the policy or policies and full details of the premium or premiums
payable therefor and evidence of payment of such premiums.
5. PROVIDED as follows:
(1) If:
(A) the Rents or any part thereof shall be in arrear for 14 days next
after becoming payable (whether formally demanded or not) or
(B) there shall be any breach non-performance or non-observance of any
of the Tenant's covenants or
(C) the Tenant (being an individual) shall become bankrupt or (being a
company) shall enter into liquidation whether compulsory or
voluntary (save for the purpose of amalgamation or reconstruction of
a solvent company) or shall cease for any reason to be registered
with the Registrar of Companies or have a receiver or examiner
appointed over the whole or any part of its undertaking or
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(D) the Tenant shall enter into any composition or scheme of arrangement
for the benefit of the Tenant's creditors or shall suffer any
distress or execution to be levied on the Tenant's goods.
It shall be lawful for the Landlord at any time thereafter to
re-enter the Premises or any part thereof in the name of the whole
and thereupon the Term shall absolutely determine but without
prejudice to any rights of action of the Landlord or the Tenant in
respect of any antecedent breach by the other of any of the
covenants herein
(2) if any part of the Rents shall be in arrear for fourteen days whether
legally demanded or not:
(A) It shall be lawful for the Landlord to enter into and upon the
Premises or any part thereof and distrain and to dispose of the
distress there found in due course of law and to apply the produce
thereof in or towards payment of the Rents and all costs charges and
expenses occasioned by the non-payment thereof and the Landlord's
power to distrain upon the Premises for rent in arrear shall extend
to and include any tenant's fixtures or fittings not otherwise by
law distrainable which may from time to time be on the Premises and
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(B) If the said Rents shall be paid only after the Landlord or the
Landlord's Solicitors have instructed or caused distress to be
levied therefor then the Tenant shall pay to the Landlord on demand
the Landlord's Solicitors' reasonable costs incurred by reason of
the foregoing including but without prejudice to the generality of
the foregoing Sheriff's commission.
(3) If at such time as the Tenant has vacated the Premises after the
determination of the Term either by effluxion of time or otherwise any
property of the Tenant shall remain in or on the Premises and the Tenant
shall fail to remove the same within twenty-eight days after being
requested by the Landlord so to do by a Notice in that behalf addressed to
the Tenant at its last known address or affixed to the entrance door to
the Premises then and in such case the Landlord may as the agent of the
Tenant (and the Landlord is hereby appointed by the Tenant to act in that
behalf) sell such property and shall then hold the proceeds of sale after
deducting the costs and expenses of removal storage and sale reasonably
and properly incurred by it to the order of the Tenant PROVIDED THAT the
Tenant will indemnify the Landlord against any liability incurred by it to
any third party whose property shall have been sold by the Landlord in the
bona fide mistaken belief (which shall be presumed unless the contrary be
proved) that such property belonged to the Tenant and was liable to be
dealt with as such pursuant to this sub-clause.
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(4) If the Premises shall at any time during the Term be so damaged or
destroyed by any of the Insured Risks as to be unfit for occupation and
use then (unless the insurance money shall be wholly or partly
irrecoverable by reason solely or in part of any act omission neglect or
default by or on the part of the Tenant its servants agents or licensees
or any sub-tenant its servants agents or licensees) the Rents or a fair
proportion thereof according to the nature and extent of the damage
sustained shall be suspended until the date when the Premises shall again
be rendered fit for occupation and use or until the date three years from
the date of such damage or destruction whichever date shall be the earlier
and any dispute with reference to this proviso shall be referred to
arbitration in accordance with the Arbitration Acts 1956 to 1980.
(5) In case the Premises or any part thereof shall be destroyed or become
ruinous and uninhabitable or incapable of beneficial occupation or
enjoyment by or from any of the Insured Risks the Tenant hereby absolutely
waives and abandons its rights (if any) to surrender this Lease under the
provisions of Section 40 of the Landlord & Tenant Law Amendment Act
Ireland 1860 or otherwise.
(6) If during the Term the Premises shall be destroyed or so damaged by any of
the insured Risks as to be substantially unfit for occupation and use
(A) The Landlord may by not less than six months notice expiring at
33
any time determine the Term and upon the expiry of such notice the
Term shall determine without prejudice to any remedy of either party
against the other in respect of any antecedent breach of covenant.
(B) if the Term is determined under paragraph (A) of this sub-clause the
Landlord shall be entitled to retain the Insurance monies received
by the Landlord.
(7) Nothing herein shall be deemed to constitute any warranty by the Landlord
that the Premises or any part thereof are under the Planning Acts
authorised for use for any specific purpose.
(8) The Landlord shall not be responsible to the Tenant (save as and to the
extent hereinbefore expressly provided) or its employees or visitors for
any injury death damage destruction or financial or consequential loss
whether to person property or goods sustained on or by reason of the
condition of the Premises.
(9) Notwithstanding that the Premises forms portion of the lands which may be
developed by the Landlord as an industrial estate in accordance with any
plan and scheme of development the Landlord shall not be obliged to carry
out or complete any plan or scheme of development or any other plan or
scheme of development and accordingly may vary abandon or
34
alter the same and make Leases Transfers and Conveyances of any part or
parts of the said other lands free from any stipulations or conditions
contained in any Lease or transfer of any other portion of the said land
or any part thereof without regard to any such plan or scheme of
development.
(10) The Tenant having complied with all covenants on its part and conditions
in this Lease contained may determine this Lease on the 31st day of
December 2006 having first given written notice to the Landlord of its
intention so to determine on or before the 31st day of December 2005 and
the Tenant shall pay all Rents and perform and observe all the covenants
and conditions herein contained and on its part to be performed and
observed up to the 31st day of December 2006 and shall further pay to the
Landlord on or before the 31st day of December 2006 a sum equivalent to
six months Principal Rent and shall further deliver to the Landlord on the
31st day of December 2006 a Deed of Surrender and Transfer under the seal
of the Tenant together with the original of this Lease and the Tenant's
Land Certificate (if issued) and stamp duty and registration fees
associated with such surrender whereupon this Lease shall cease to exist
and be void but without prejudice to any claim by either party against the
other in respect of any antecedent breach of any covenant or condition
herein contained.
(11) In addition to any other prescribed modes of service any notices requiring
35
to be served on the Tenant hereunder shall be validly served if left
addressed or sent by post to the Tenant (or if there shall be more than
one of them to any one or more of them) at the Premises or at the last
known address or addresses of the Tenant or Tenants or any of them in the
Republic of Ireland and any notice required to be served on the Landlord
shall be validly served if left at or posted to the registered office of
the Landlord and any such notices may be served by the Landlord's servants
or agents and may be served on the Tenant's servants or agents and all
notices by post shall be deemed to be served from four days after posting.
(12) The Landlord hereby consents to the registration of this Lease as a burden
on the Premises comprised in Folio 75165L of the Register County Dublin
and to the registration of the rights granted to the Tenant specified in
Part I of the Second Schedule as a burden on the said Folio AND THE Tenant
hereby consents to the registration of the easements and rights excepted
and reserved to the Landlord and others specified in Part II of the Second
Schedule as a burden on the Tenant's new Folio when opened.
IT IS HEREBY CERTIFIED by the Tenant that it is the person becoming entitled to
the entire beneficial interest hereby demised and that it is a qualified person
within the meaning of Section 45 of the Land Act 1965 namely a person acquiring
an interest in land which is situate in a non-municipal town specified
36
in Part II of the First Schedule to the Local Government (Planning and
Development) Xxx 0000 that is the Town of Tallaght.
IT IS HEREBY FURTHER CERTIFIED by the parties hereto that the transaction hereby
effected does not form part of a larger transaction or of a series of
transactions in respect of which the amount or value or the aggregate amount or
value of the consideration other than rent exceeds (pound)1,000.
IT IS HEREBY FURTHER CERTIFIED by the parties hereto that this is an instrument
to which the provisions of Section 112 of the Finance Xxx 0000 do not apply for
the reason that the Premises hereby demised comprise a factory/warehouse
building.
6. THE SURETY in consideration of this Lease having been granted at the
request of the Surety covenants with the Landlord:
(1) That throughout the Term the Tenant will pay the Rents and all other sums
or payments herein covenanted to be paid by the Tenant at the respective
times and in manner herein appointed for the payment thereof and will also
duly perform and observe all the Tenant's covenants herein (as well after
as before any disclaimer of the Lease).
(2) That the Surety will pay and make good to the Landlord all losses costs
and expenses sustained by the Landlord through the default of the Tenant
in respect of any of the before mentioned matters PROVIDED ALWAYS
37
that none of the Excepted Matters shall release or in any way lessen or affect
the liability of the Surety under this guarantee.
In this Sub-clause "Excepted Matters" means:
(A) any neglect or forbearance of the Landlord in endeavouring to obtain
payment of the Rents and payments as and when the same become due,
(B) any delay by the Landlord in taking any steps to enforce performance or
observance by the Tenant of any of the Tenant's covenants,
(C) any time which may be given by the Landlord to the Tenant,
(D) any variation in the terms of this Lease agreed between the Landlord and
the Tenant from time to time,
(E) any refusal by the Landlord to accept rent tendered by or on behalf of the
Tenant during a period in which the Landlord is entitled (or would after
service of a Notice under Section 14 of the Conveyancing Act 1881 be
entitled) to re-enter the Premises,
(F) the transfer of the reversion expectant upon the Term,
38
of rent) as are reserved by and contained in the Lease and in such case
the Surety shall execute and deliver to the Landlord a counterpart thereof
and shall pay to the Landlord the costs thereof.
(4) The Surety agrees and declares that the terms of this Lease shall be
governed by and construed for all purposes in accordance with the laws of
the Republic of Ireland and the Surety hereby agrees to submit to the
jurisdiction and competence of the Courts of the Republic of Ireland and
hereby irrevocably appoints X.X. Xxxxxxx & Partners Solicitors of 00/00,
Xxxxx Xxxxx Xxxxxx, Xxxxxx 0 for the purposes of accepting service of
proceedings on its behalf.
IN WITNESS whereof the parties hereto have caused their Common Seals to be
affixed the day month and year first herein WRITTEN.
40
THE FIRST SCHEDULE
The Premises
ALL THAT piece or parcel of land situate at Broomhill Road in the town and
parish of Tallaght and County of Dublin with the buildings and erections thereon
or on some part thereof which are edged red on the Plan No. 1 and form part of
the premises comprised in Folio 75165L of the Register County Dublin excluding
therefrom the Sub-Station Site on the ground floor of the said premises outlined
and hatched in blue on Plan No. 1.
THE SECOND SCHEDULE
PART I
Rights Granted to the Tenant
The right in common with the Landlord and all others entitled thereto to the
free passage and running of gas electricity water and soil and other services
through and along the Conducting Media built or placed in through over or under
the adjoining property of the Landlord.
41
THE SECOND SCHEDULE
PART II
Easements and Rights Excepted and Reserved
to the Landlord
1. The free and uninterrupted passage and running of gas water soil
electricity telephone or other services to and from any adjoining or
neighbouring premises through all Conducting Media which now are or may
hereafter during the Term be in upon over under or passing through the
Premises.
2. The right to enter upon the Premises at any time during the Term with or
without contractors and others and all necessary equipment and materials
for the purpose of inspecting repairing renewing or building on or into
any party walls of adjoining or neighbouring premises or for the purpose
of connecting up to any such Conducting Media or of inspecting laying
renewing repairing cleansing maintaining replacing relaying or altering
any such Conducting Media.
3. Full right and liberty for the Landlord and all other persons who shall
now have or may hereafter be granted similar rights
(1) to rebuild or alter or to build upon or use any adjoining or
neighbouring premises now or hereafter belonging to the Landlord
42
at any time or times and for any purpose whatever notwithstanding
any interference with the access or enjoyment of light or air to or
in respect of the Premises (which access or enjoyment of light and
air whether to the existing or to any future windows or apertures or
structures of any description for the time being of the Premises is
hereby agreed to be enjoyed under the express consent of the
Landlord who may interfere with such access or enjoyment in manner
aforesaid without any formal revocation of such consent)
(2) at all reasonable times to enter upon the Premises for the purpose
of inspecting or executing repairs decorations or alterations to or
upon any adjoining or neighbouring premises or repairing cleansing
emptying or renewing any Conducting Media belonging to the same or
constructing any building or erection on any adjoining or
neighbouring premises all such works being carried out as
expeditiously as possible.
4. All rights of light and air and all other easements or rights which may
interfere with the full user of any adjoining or neighbouring premises now
or hereafter belonging to the Landlord for building purposes and
development generally.
5. All mines and minerals in or upon the Premises with full powers of working
and taking the same.
43
6. Full right and liberty to erect ladders cradles or scaffolding against or
before the external walls or windows of the Premises for the purpose of
executing any repairs or decorations to any adjoining or neighbouring
premises or for cleaning windows of any such premises.
7. Full right and liberty for the Electricity Supply Board to go pass and
xxxxxx along over and upon the Avenue coloured yellow on Plan Number 1
annexed hereto from and to the Substation Site at all times of the day and
night with or without vehicles.
8. The right of the Electricity Supply Board to lay relay maintain and keep
in repair and to have access to any underground cables and other
distribution lines leading to and from the Substation Site which are now
or shall at any time be laid in under over or upon the Premises.
THE THIRD SCHEDULE
Review of Principal Rent
1. In this Schedule:
"Review Date" means the last day of each period of five years
calculated from the commencement of the Term (and not
from the date hereof if different) and
44
the penultimate day of the last year of the Term and
any other date that becomes a Review Date pursuant to
paragraph 6
"Market Rent" means the best yearly rent at which the Premises might
be expected to be let:
(a) without premium
(b) by a willing lessor
(c) to a willing lessee
(d) in the open market
(e) at the relevant Review Date
(f) for a term equal to the Term
(g) at a rent which is subject to review at the same
intervals and in the same manner as the Principal
Rent under this Lease
(h) upon the same terms (other than the amount of
Rent) as are contained in this Lease
(i) with vacant possession
(j) fully fitted out and serviced
(k) ready for immediate occupation and use
(l) for the use permitted by this Lease
(m) assuming the Assumed Matters but
(n) disregarding the Disregarded Matters
45
"Assumed Matters" means the assumptions that:
(a) all the Tenant's covenants in the Lease have been
complied with
(b) in case the Premises have been destroyed or
damaged by any of the Insured Risks they have been
completely rebuilt and reinstated
"Disregarded
Matters" means:
(a) any goodwill attached to the Premises by reason of
the carrying on thereat by the Tenant and/or any
authorised subtenant of any business
(b) any effect on rent of any approved alteration or
improvement to the Premises made by the Tenant
and/or any authorised subtenant during the Term at
the sole expense of the Tenant PROVIDED that the
following works shall not be Disregarded Matters
namely any works carried out pursuant to any
obligation on the Tenant or any authorised
subtenant to carry out such work and/or wholly or
partially in
46
consideration of or during a rent free period
granted by the Landlord
(c) the fact that the Tenant or its predecessors in
title or any subtenant or subtenants of the Tenant
or its predecessors in title have been in
occupation of the Premises or any part thereof
"Chairman" means the Chairman for the time being of the Society of
Chartered Surveyors in the Republic of Ireland or his
duly appointed deputy
"Surveyor" means a surveyor agreed upon by the Landlord and the
Tenant or in default of agreement appointed by the
Chairman
"agree" or
"agreed" means agree or agreed in writing between the Landlord
and the Tenant
2. From each Review Date the Principal Rent shall be such as may at any time
be agreed as the Principal Rent payable from that Review Date or (in
default of such agreement) whichever is the greater of
(a) the Market Rent, or
47
(b) the Principal Rent contractually payable immediately before that
Review Date
3. If by a date three months before a Review Date the rent payable from that
Review Date has not been agreed the Landlord and the Tenant may agree upon
a person to act as the Surveyor who shall determine the Market Rent but in
default of such agreement then the Landlord or the Tenant may at any time
whether before or after the Review Date make application to the Chairman
to appoint a Surveyor to determine the Market Rent and such application
shall request that the surveyor to be appointed shall if practicable be a
specialist in the letting of factory/warehouse premises in the area in
which the Premises are situate.
4. (1) Unless the Landlord and the Tenant otherwise agree the Surveyor
shall act as an expert and not as an arbitrator and unless the
Surveyor shall otherwise direct the Landlord and the Tenant shall
each be responsible for one half of his fees and if either shall pay
the whole thereof he shall be entitled to recover one half thereof
from the other
(2) In deciding upon the manner in which the costs of the determination
shall be borne the Surveyor may have regard to the contents of any
notice served or offers made by either party to the other and the
nature and content of any representations made to
48
virtue of any Act a restriction upon the right of the Landlord to recover
the Principal Rent otherwise payable then upon the ending removal or
modification of such restriction the Landlord may at any time thereafter
give to the Tenant not less than one month's written notice requiring an
additional rent review upon a quarter day specified therein which quarter
day shall for the purposes of this Schedule be a Review Date.
7. A memorandum of the Principal Rent ascertained from time to time in
accordance with this Schedule shall be prepared by the Landlord in two
parts one part to be signed (by the Tenant if an individual and otherwise
on his behalf) and annexed to the Counterpart and the other part to be
signed on behalf of the Landlord and annexed to the Lease.
8. Time shall not be of the essence in relation to any paragraph of this
Schedule.
50
PRESENT when the Common Seal
of FRIENDS PROVIDENT LIFE
ASSURANCE COMPANY LIMITED
was affixed hereto:-
/s/ [ILLEGIBLE]
/s/ [ILLEGIBLE]
Authorised Officials
PRESENT when the Common Seal
of PRINTING RESOURCES LIMITED
was affixed hereto:-
/s/ [ILLEGIBLE]
X.X. Xxxx
00 Xxxxxxxxx Xxxxx
Xxxxxxx
X000 0XX
Secretary
/s/ [ILLEGIBLE]
PRESENT when the Common Seal
of XXXXXXX ROBOR PLC
was affixed hereto:-
/s/ [ILLEGIBLE]
X.X. Xxxx
00 Xxxxxxxxx Xxxxx
Xxxxxxx
X000 0XX
Secretary
/s/ [ILLEGIBLE]
51
