EXHIBIT 10.9
THIS LEASE made on the day of 1999 BETWEEN THE VIRTUALISTS LIMITED
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of Bridge View House, Xxx Xxxx Xxxx, Xxxxxxxxxx, Xxxxxxxxx, XX0 0XX ("the
Landlord") of the one part and ACCORD TELECOM of 00x Xxx Xxxxxxxx, Xxxxxxx
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Xxxxxxx, Herts, WD5 0DS ("the Tenant") of the other part WITNESSETH as follows:-
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1. IN consideration of the rent hereby reserved and of the covenants on the
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part of the Tenant hereinafter contained the Landlord HEREBY DEMISES unto the
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Tenant ALL THAT property described in the First Schedule hereto ("the Premises")
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TOGETHER with the rights and EXCEPT AND RESERVING unto the Landlord the rights
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therein mentioned TO HOLD the same from the day and for the term specified in
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the Second Schedule hereto YIELDING AND PAYING therefor FIRST the rent specified
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in the Second Schedule hereto such rent to be paid by equal quarterly payments
in advance on the usual quarter days the first of such payments to be made on
the execution hereof and to be apportioned for the period from the commencement
of the demise to the quarter day next thereafter ensuing
2. THE Tenant HEREBY COVENANTS with the Landlord as follows:-
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(1) to pay the reserved rents at the times and in manner aforesaid without
any deduction or set-off whatsoever
(2) to pay to the Landlord by way of further and additional rent a
proportionate part of the expenses and outgoings incurred by the Landlord
in the repair maintenance renewal and insurance of the Building and the
provision of the services therein and the other heads of expenditure as the
same are set out in the Fourth Schedule hereto ("the Service Costs") such
further and additional rent ("the Service Charge") being assessed at the
rate of Two Hundred and
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fifty pounds (Pounds)(250.00) and Value Added Tax each month (3)
to pay (or in the absence of a direct assessment on the Tenant to
repay to the Landlord a fair proportion of) all existing and
future rates taxes assessments impositions and outgoings payable
by law in respect of the Premises either by the owner or occupier
thereof PROVIDED THAT unless and until business rates are
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separately assessed on the Premises the Tenant's share shall be
one quarter of the whole of the business rates payable by the
Landlord in respect of the Landlord's units on the ground floor
of the Building
(4) throughout the term to keep the interior of the Premises
including all windows and doors and all additions thereto and the
fixtures thereon and including the drains soil and other pipes
sanitary and water apparatus thereof in good tenantable repair
and condition and without prejudice to the generality of the
foregoing covenant to clean all windows (both inside and outside)
and other plate glass in the Premises at least once in every
month
(5) without prejudice to the preceding sub-clause in a good and
workmanlike manner and to the reasonable satisfaction of the
Landlord or the Landlord's surveyor to decorate with good quality
materials the interior of the Premises in the last year of the
term (howsoever determined) but the Tenant shall not be required
so to decorate any part of the Premises that was so decorated
within the previous twelve (12) months and PROVIDED THAT the
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colours design and materials of all work done in the last year of
the term shall be such as the Landlord shall reasonably require
(6) to permit the Landlord and persons authorised by the Landlord
with or without workmen and others at reasonable times to enter
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upon and examine the condition of the Premises and thereupon the
Landlord may serve upon the Tenant a notice in writing specifying
any repairs or decorations necessary to be done and require the
Tenant forthwith to execute the same and if the Tenant shall not
within ten (10) days after service of such notice proceed diligently
with the execution of such repairs or decorations then to permit the
Landlord to enter upon the Premises and execute the same and the
cost thereof shall be paid by the Tenant on demand and in default
be forthwith recoverable as a debt due from the Tenant together
with interest from the date of completion of the work to the date
of payment by the Tenant
(7) not at any time during the said term to make any alteration in
or addition to the Premises
(8) (a) not to assign demise underlet otherwise part with possession
of or allow any other person to use or occupy any part of the
Premises (here meaning a portion only and not the whole thereof)
or to share occupation of the whole or any part thereof for all
or any part of the term
(b) not to demise underlet otherwise part with possession of or
allow any other person to use or occupy the whole of the Premises
for all or any part of the term
(c) not to assign the whole of the Premises without the licence
in writing of the Landlord which shall not be unreasonably
withheld PROVIDED however that should the Tenant desire to
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assign the Premises the Tenant shall also before so doing and
before giving possession to the intended assignee deliver to the
Landlord a deed to be prepared by the solicitor of the Landlord at
the cost of the Tenant
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containing a convenant by the intended assignee directly
with the Landlord to perform and observe during the term
assigned or granted to the assignee the Tenant's covenants
(including this present covenant) and conditions contained
in this Lease (but not in the case of an underlease to pay
the rents hereby reserved) in the same manner as if such
covenants and conditions were repeated in extenso in such
deed with the substitution of the name of the intended
assignee for the name of the Tenant and with such other
alterations as the deaths of parties or as other
circumstances shall render necessary (d) notwithstanding
anything herein contained the Tenant shall not create or
permit the creation of any interest derived out of the term
hereby granted howsoever remote or inferior upon the payment
of a fine or premium or at a rent less than the full market
rent (obtainable without taking a fine or premium) of the
Premises and shall not create or permit the creation of any
such derivative interest as aforesaid save by instrument in
writing containing such absolute prohibition as aforesaid on
the part of the underlessee and those that may derive title
under such underlessee
(e) within one (1) month after any assignment charge
transfer disposition or devolution of the Premises (or any
part thereof) whether the same be effected orally or in
writing to give notice thereof in duplicate to the
Landlord's solicitor and to produce to such solicitor 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 such
solicitor for retention by the Landlord a copy
4
thereof and to pay to such solicitor a reasonable fee together
with such value added tax as may be payable thereon for the
registration of such transaction in the Landlord's books or
records
(9) to permit the Landlord and persons authorised by the Landlord
with or without workmen and others at reasonable times to enter
upon the Premises to execute repairs or alterations on any
adjoining premises all damage to the Premises thereby caused being
made good at the Landlord's expense
(10) not to carry on or permit or suffer to be carried on in or
upon the Premises or any part thereof any dangerous noxious noisy
or offensive trade or business and not to permit any person to
sleep or reside there but to use the Premises only for the purposes
described in the Third Schedule hereto
(11) (a) not to do or permit or suffer to be done on the Premises
anything which may render an increased or extra premium
payable for the insurance of the Premises or any other
premises of the Landlord or which may make void or voidable
any policy of insurance effected in respect of the Premises
(b) in the event of the Premises or any part of the Premises
being destroyed or damaged by any of the insured risks to give
immediate notice to the Landlord
(c) in the event of the Premises or any part of the Premises
being destroyed or damaged by any of the insured risks and the
insurance money under any policy of insurance effected by the
Landlord being wholly or partly irrecoverable by reason of any
act or default of the Tenant then and in every such case the
Tenant will forthwith (in addition to the rent) pay the
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Landlord the whole or (as the case may require) the irrevocable
proportion of the cost of rebuilding and reinstating the Premises
(12) to comply forthwith at the Tenant's own expense with any nuisance
sanitary or other statutory notice lawfully served by any local or public
authority upon either the Landlord or the Tenant with respect to the
Premises and similarly to comply with all requirements of or made under or
deriving validity from any local or national legislation or regulations
which are now or may hereafter come in force whether as to the Premises or
any alteration addition or improvement thereto the user thereof the
employment or residence therein of any person or in connection with any
fixture machinery plant or chattel therein
(13) not to do or omit to do or permit or suffer to be done or omitted to
be done anything in or about the Premises or any premises used for the
purposes of but not comprised in the Premises whereby the Landlord may
become exposed to the liability to pay any penalty damages compensation
costs charges or expenses and to keep the Landlord indemnified against all
such liabilities
(14) not without the Landlord's consent in writing first had and obtained
to display any external sign or advertisement on the Premises or any part
thereof or otherwise affect alter or modify the external appearance of the
Premises or any part thereof
(15) to pay all expenses together with any value added tax thereon
(including solicitors' costs and disbursements and surveyors' fees)
incurred by the Landlord:-
(a) incidental to the preparation and service of a notice under
Section 146 of the Law of Property Xxx 0000 or incurred
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in or in contemplation of proceedings under Sections 146 or 147 of
that Act (notwithstanding in any such case that forfeiture is avoided
otherwise than by relief granted by the Court) and in connection with
every application for any consent made under this Lease whether such
consent shall be granted or not
(b) in or incidental to the service of all notices and schedules
relating to wants of repair of the Premises whether the same be served
during or after the expiration or sooner determination of the term
hereby granted (but relating in all cases to such wants of repair that
accrued not later than the expiration or sooner determination of the
said term as aforesaid)
(c) in or incidental to the collection and recovery of any rent
payable hereunder which shall be in arrear (including the costs of any
collection agency) or any action reasonably taken by or on behalf of
the Landlord in order to prevent or procure the remedying of any
breach or non-performance by the Tenant of any of the covenants
conditions or agreements herein contained and on the part of the
Tenant to be observed and performed
(16) for the period of six (6) months immediately preceding the
determination of this Lease to permit a notice board to be exhibited on
some conspicuous part of the Premises intimating that the same are to be
let or sold and during such period of six (6) months to permit an
inspection at any reasonable time in the day by or on behalf of any person
desirous of becoming a tenant or purchaser of the Premises upon an
appointment being made for that
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purpose
(17) at all times throughout the term to permit any person desiring or
contemplating to be a purchaser of the reversion expectant on the
termination hereof and such person's advisers to inspect the Premises at
reasonable times (PROVIDED THAT such person shall bear a letter of
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authority signed by or on behalf of the Landlord) and to permit a notice
board to be exhibited on some conspicuous part of the Premises intimating
that the same are to be sold
(18) not to insure in respect of any risks against which the Landlord has
insured under the provisions herein contained
(19) to pay the Landlord's solicitors' costs and disbursements in
connection with an application to the Court for an Order excluding the
provisions of Sections 24 to 28 inclusive of the Landlord and Xxxxxx Xxx
0000
(20) to pay value added tax on all payments made or payable under the terms
of this lease if the same shall be demanded.
3. THE Landlord HEREBY COVENANTS with the Tenant as follows:-
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(1) that the Tenant paying the rent hereby reserved and performing and
observing the several covenants on the Tenant's part herein contained shall
peaceably hold and enjoy the Premises during the said term without any
interruption by the Landlord or any person rightfully claiming under or in
trust for the Landlord
(2) (a) to keep the Building insured (unless the insurance is rendered
void by any act or omission of the Tenant or persons claiming under
the Tenant) against loss or damage by fire storm tempest explosion and
such other risks (subject to normal excesses) as the Landlord thinks
fit for such amount as the Landlord shall think expedient (including
all professional
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fees debris removal and site clearance and the cost of any work which
might be required by or by virtue of any Act of Parliament) and three
(3) years' loss of rent
(b) to produce to the Tenant on fourteen (14) days' notice at the
offices of the Landlord or the Landlord's solicitor the policy of
insurance maintained by the Landlord and the receipt for the last
premium payable for it
(c) if required by the Tenant to use the Landlord's best endeavours to
procure that the Tenant's interest and that of the Tenant's mortgages
(if any) is noted on the policy
(d) in the event of the Building being destroyed or damaged by any of
the perils against which the Landlord has insured forthwith to lay out
any moneys received by the Landlord under the policy of insurance
(except moneys received in respect of loss of rent) in reinstating the
Building PROVIDED THAT the Landlord shall not be under any obligation
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to reinstate the Building in the form in which it existed before the
date of the damage or destruction in question
(e) If for any reason (other than the default of the Landlord) it
becomes impossible or impracticable to reinstate in accordance with
paragraph (d) above the term herby granted shall absolutely determine
and the insurance moneys received by the Landlord in respect of the
Building and the loss of rent shall belong to the Landlord absolutely
4. THE Landlord HEREBY FURTHER COVENANTS with the Tenant (subject to the
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payment by the Tenant of the rents and Service Charge and PROVIDED THAT the
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Tenant has complied with all the covenants and obligations on the part of the
Tenant to be performed and observed) as
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follows:-
(1) to maintain repair amend renew clean repaint and redecorate
and otherwise keep in good and tenantable condition:-
(a) the structure of the Building and in particular the
ceilings foundations and external walls thereof but excluding
nevertheless therefrom:-
(i) all walls that are situate wholly within the
Premises
(ii) the internal faces of boundary walls that enclose
the Premises
(iii) the windows and other glass of and in the Premises
and
(iv) all portions corresponding to the foregoing in or
appurtenant to other tenanted premises in the Building
(b) the entrances staircases passages landings toilet
accommodation and all other parts of the Building enjoyed or
used by the Tenant in common with others ("the common parts")
(c) the boundary walls and fences of and in the curtilage of
the Building
(d) the forecourts pathways approach roads and car parks
within the curtilage of the Building
PROVIDED THAT the Landlord shall not be liable to the Tenant for
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any defect or want of repair hereunder unless the Landlord has had
first notice thereof and sufficient opportunity for remedying the
same nor for any defect or want of repair hereunder which is the
subject of an obligation under any of the Tenant's covenants
hereinbefore contained
(2) to maintain in good working order and repair:-
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(a) all water heating systems and the electric lighting
appliances in the common parts
(b) all sewers drains channels watercourses gutters rain-water
and soil pipes sanitary apparatus pipes wires and cables and
supply lines in under or upon the Building which shall serve the
same (excluding nevertheless any which lie within the Premises
and exclusively serve the same)
(3) so far as practicable to perform the following services:-
(a) to keep clean and reasonably well lighted the common parts
(b) to maintain at all times during normal business hours an
adequate supply of hot and cold water in the toilet accommodation
situate in the common parts
(c) to supply maintain repair and renew as need be such
fire-fighting equipment in the common parts as the Landlord may
deem desirable or necessary or as may be required to be supplied
and maintained by the Landlord by statute or by the fire
authority for the district
(d) to clean and keep clean all windows in the common parts
(e) to supply provide purchase maintain renew replace repair and
keep in good and serviceable order and condition all
appurtenances appointments fixtures and fittings bins receptacles
tools appliances materials and other things which the Landlord
may deem desirable or necessary for the maintenance upkeep or
cleanliness of the Building
(f) to employ such staff as the Landlord may at the Landlord's
absolute discretion deem desirable or necessary to enable the
Landlord to carry out or maintain the services or
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any of them and for the general conduct management and security
of the Building and all parts thereof
(g) to provide reasonable heating to all unlet premises in the
Building as the Landlord may at the Landlord's absolute
discretion from time to time deem desirable or necessary
PROVIDED ALWAYS that the Landlord may at the Landlord's absolute
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discretion withhold add to extend vary or make any alteration in the
rendering of the services or any of them from time to time if the
Landlord at the Landlord's like discretion deems it desirable so to do
for the more efficient conduct and management of the Building PROVIDED
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FURTHER that the Landlord shall not be liable to the Tenant for any
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defect or want of repair hereinbefore mentioned if either:-
(i) insurance moneys shall be or shall have been paid or works
undertaken at the cost of the insurers in respect of such defect
or want of repair by virtue of any policy or policies of
insurance effected under clause 3(2) hereof or
(ii) such policy or policies of insurance shall have been
vitiated or voided by the act or default of any person for the
time being in occupation of the Building or any part thereof
5. PROVIDED ALWAYS AND IT IS HEREBY EXPRESSLY AGREED as follows:-
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(1) if the rent hereby reserved or any part thereof shall at any time
be unpaid for fourteen (14) days after becoming payable (whether
formally demanded or not) or if the covenants on the Tenant's part
herein contained shall not be performed or observed or if the Tenant
or any other person in whom the term shall be vested or any other
person who may at any time covenant with the Landlord as a surety
under this Lease shall become bankrupt or have
12
a receiving order made against the Tenant or any such other
person or being a company enter into liquidation or if the goods
of the Tenant or any such other person on the Premises shall be
taken in execution then and in any such case it shall be lawful
for the Landlord at any time thereafter to re-enter upon the
Premises or any part thereof in the name of the whole and
thereupon this demise shall absolutely determine but without
prejudice to the right of action of the Landlord in respect of
any antecedent breach of the Tenant's covenants herein contained
(2) if the Premises or any part thereof shall at any time during
the said term be destroyed or damaged by any risk insured by the
Landlord so as to be unfit for occupation and use and the policy
or policies of insurance effected by the Landlord shall not have
been vitiated or payment of the policy moneys refused in whole or
in part in consequence of any act or default of the Tenant to the
extent that it is insured in accordance with the provisions of
this Lease the rent hereby reserved or a fair proportion thereof
according to the nature and extent of the damage sustained shall
be suspended until the Premises shall again be rendered fit for
habitation and use
(3) any dispute or difference concerning the provisions of this
Lease or the operation or construction of any of the clauses
hereof or the rights or liabilities of the parties hereunder
shall be referred to arbitration by a single arbitrator to be
appointed by the President for the time being of The Law Society
in accordance with the Arbitration Acts 1950/1979
(4) any notice under this Lease shall be in writing and shall be
deemed to be sufficiently served if complying with the provisions
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of the Law of Property Xxx 0000 Section 196
(5) if any instalment of rent or any other money which may become
payable by the Tenant to the Landlord under any of the provisions
of this Lease at any time or times remains unpaid for fourteen
(14) days after becoming payable then the amount for the time
being unpaid shall (without prejudice to the Landlord's right of
re-entry or any other right or remedy of the Landlord) as from
the date on which it became payable and until paid bear and carry
interest and the Tenant accordingly COVENANTS with the Landlord
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that in such circumstances and during such period or periods the
Tenant will pay to the Landlord interest (as well after as before
any judgment) on any such unpaid amount
(6) having been authorised to do so by an Order of the
Southampton County Court made on the day of
1999 under the provisions of Section 38(4) of the Landlord and
Xxxxxx Xxx 0000 as amended by Section 5 of the Law of Property
Xxx 0000 the parties hereto agree that the provisions of Sections
24 to 28 inclusive of that Act should be excluded in relation to
the demise hereby created
(7) either the Landlord or the Tenant shall be entitled to
determine this lease on the first or second anniversary of the
commencement of the term upon giving three months prior written
notice of its wish to determine the lease to the other party time
being of the essence
6. (1) WHERE in this Lease the context so admits:
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(a) words importing one gender include all other genders
and words importing the singular include the plural and vice
versa
(b) the expressions "the Landlord" and "the Tenant" include
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their respective successors in title and the expression "the
Landlord" includes the reversioner for the time being
immediately expectant upon the term hereby created and any
superior landlord
(c) where for the time being there are two or more persons
within the meaning of the expressions "the Landlord" or "the
Tenant" or two or more persons are surety or guarantor under
this Lease or a licence thereunder obligations expressed or
implied and made or to be made by or with that party are made
by or with those persons jointly and severally
(d) interest payable by the Tenant to the Landlord means
interest at 4% above the base rate of HSBC (Midland) Bank PLC
from time to time or 10% per annum whichever is the greater
(e) the expression "the Building" means the building of which
the Premises form part together with the forecourt grounds
parking areas and curtilage thereof and together also with all
necessary boundary walls and fences known as Bridge View House,
Xxx Xxxx Road, Maidenhead, Berkshire
(2) Where under the terms of this Lease the Tenant is liable to
pay to the Landlord any sum on account of the supply of goods or
services (whether to the Landlord or to the Tenant) the Tenant
shall also pay to the Landlord any value added tax chargeable on
such supply which the Landlord is unable to reclaim
(3) The covenant implied by Section 3(1) of the Law of Property
(Miscellaneous Provisions) Xxx 0000 shall not apply to the rights
granted by the Landlord to other tenants or occupiers of other
parts of the Building of which the Premises form part and which
are in substantially similar form to those set out herein nor
does it
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extend to any charge encumbrance or other right of which the
Landlord has no actual knowledge
7. WE CERTIFY that there is no agreement for lease (or tack) to
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which this lease (or tack) gives effect
IN WITNESS whereof this Lease has been executed the day and year
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first before written
THE FIRST SCHEDULE
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The Premises
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Unit Number 3, Bridge View House, Xxx Xxxx Xxxx, Xxxxxxxxxx,
Xxxxxxxxx, XX0 0XX, which is for the purpose of identification shown
edged red on the plan annexed hereto TOGETHER with the right for the
Tenant its employees and all lawful visitors to the Tenant to come and
go from the Premises over and along the shared footpaths and driveways
leading to the Building and through the entrance lobby leading to the
Premises together also with the right for the Tenant and its employees
to use the toilet facilities and kitchen forming part of the common
parts of the Building and together also with the right for the Tenant
and its employees to have access for the purpose of recreation to the
patio area at the rear of the Premises fronting the river but for no
purpose in connection with the Tenant's business or so as to affect or
in any way interfere with the use of the adjoining or neighbouring
premises by the lawful occupiers thereof EXCEPTING AND RESERVING unto
the Landlord all necessary rights and services passing through under
or over the Premises and the right for the Landlord upon reasonable
notice except in the case of emergency to enter the Premises with or
without workmen or agents for the purpose of inspecting the same and
carrying out any necessary repairs to the Building its services and
appliances
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THE SECOND SCHEDULE
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Part I
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Date of commencement of Term : 1st July 1999
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Length of Term : One Year
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Part II
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The yearly rent shall be Twenty-one thousand five hundred and four pounds
(Pounds)21,504,00)
THE THIRD SCHEDULE
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The permitted use
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The use of the Premises as offices
THE FOURTH SCHEDULE
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1. All costs and expenses whatsoever incurred by the Landlord in and about the
discharge of the obligations on the part of the Landlord set out specifically in
clause 4 of this Lease
2. The cost of periodically inspecting examining maintaining overhauling and
where necessary replacing any and every part of the Building and the
appurtenances thereof referred to in extenso in clause 4 of this Lease
3. The cost of supply of electricity for all purposes referred to in clause 4
of this Lease
4. The cost of employing staff for the performance of the duties and services
referred to in clause 4 of this Lease and all other incidental expenditure in
relation to such employment (including but without limiting the generality of
such provision the payment of the statutory and such other insurance health
pension welfare and other payments contributions and premiums that the Landlord
may at the Landlord's absolute discretion deem desirable or necessary and the
provision of uniforms working clothes tools appliances cleaning and other
materials
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bins receptacles and other equipment for the proper performance
of their duties) and the cost of providing towels and soap in the
toilet accommodation
5. All charges assessments impositions and other outgoings
payable by the Landlord in respect of all parts of the Building
not exclusively occupied by the Landlord or any other tenant
6. The cost of insuring and keeping insured the Building and all
the said appurtenances thereof pursuant to the Landlord's
obligations as herein contained and in addition the cost of
insurance against third party employer's and public liability and
such further or other risks that the Landlord may deem desirable
or expedient
7. The fees of the Landlord's agents for the collection of the
rents in the Building and for the general management thereof
PROVIDED THAT such fees shall at no time exceed the maximum
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therefor allowed by the scales authorised for the time being by
the Royal Institution of Chartered Surveyors
8. The amount which the Landlord shall be called upon to pay to
any Superior Landlord as a contribution towards the expense of
making repairing maintaining rebuilding and cleaning all ways
roads pavements sewers drains pipes watercourses party walls
party structures party fences walls or other conveniences which
may belong to or be used for the Building in common with other
premises near or adjoining thereto
9. The cost of taking all steps deemed desirable or expedient by
the Landlord for complying with making representations against or
otherwise contesting the incidence of the provisions of any
legislation or orders or statutory requirements thereunder
concerning town planning public health highways streets drainage
or other matters relating or alleged to
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relate to the Building for which the Tenant is not directly liable hereunder
SIGNED as a DEED by ) /s/ [ILLEGIBLE]
---------------- 20/10/99
THE VIRTUALISTS LIMITED )
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by /s/ [ILLEGIBLE]
20/10/99
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[Diagram of leased property at Unit Number 3, Bridge View House, Xxx Xxxx Xxxx,
Xxxxxxxxxx, Xxxxxxxxx, XX0 0XX appears here.]
