Agreement of Lease
Made and signed on the 24th day of the Month of December in the year 1981
on the day of
the Month of in the year
Between
Israel Land Administration, administering the lands of the State of Israel
(hereafter: "the Lessor") on the one part;
and
Koffolk (1949) Ltd C[ompany] n[umber] 510057607 (hereafter: "the Lessee") on
the other part.
Whereas the Lessor is the owner of the property described in more
detail in the "List" that follows the paragraphs of the present Agreement
(hereafter: "the Lot"),
And whereas according to the Development Agreement between the parties
to this Agreement on 10.11.78 (hereafter: "the Development Agreement"), the
Lot was given to the Lessee as licensee only, in order that it erect on it an
enterprise for aromatic compounds with machine area of 2500 sq.m. + 4500 sq.m.
of sheds for the purpose of as per above
And the Lessor undertook to lease to the Lessee the Lot including all
buildings and fixed immovables, current and future (hereafter: "the
Immovables"), if the Lessee will erect the structures on the Lot and fulfill
the other terms of a Development Agreement;
And whereas the Lessee has erected the structures in accordance with
the provisions of the Development Agreement, as stated, and fulfilled its
other provisions and requested the Lessor to lease the Lot to it, together
with the Immovables (hereafter: "the Leased [property])",
Therefore, this Lease Agreement is made and signed with the following
conditions:
1. Preamble
The preamble to this Agreement forms an integral part
thereof.
2. The object of the Lease
The Lessor hereby undertakes to lease to the Lessee and the
Lessee undertakes to lease from the Lessor the Leased
[property].
It has been agreed between the Parties that until the
registration of the right of Lease of the Leased [property]
with the Land Registry Office, the Lessor has surrendered to
the Lessee the right of use in the Leased [property] and all
the provisions of this Agreement with regard to the Lease
and its conditions shall apply, with relevant amendments, as
the case may be, to the above mentioned right of use and
rent shall be paid at the rates mentioned below.
3. The term of the Lease
The term of the Lease is an absolute period of 49 (forty
nine) years starting from the 9th day of the month of July
in the year 1978 and ending on the 9th day of the month of
July in the year 2027
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KOFFOLK (1949) Ltd.
4. The purpose of the Lease
The Leased [property] is leased to the Lessee for the Term
of lease for the purpose of [the construction of] an
enterprise for [the manufacture of] aromatic compounds only
and the Lessee is prohibited from using the Leased
[property] or part thereof for another purpose, without
obtaining an explicit prior, written permission from the
Lessor to that effect.
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5. Possession and waiver of alternatives
The Lessee hereby acknowledges that it received the Leased
[property] into its possession on July 9 1978 in an 'as is'
state and inasmuch as occupiers are found on the Leased
[property], the Lessor is not obliged to evict them and/or
pay for their eviction. The Lessee declares that it waives
all legal alternatives including hindsight and [the result
of] defects.
6. Rent and mode of payment
The Lessee undertakes to pay the Lessor, according
to the value of the Lot on the day of its surrender
by the Lessor to the Lessee, which is fixed at Isr.
Pound _____________ per sq. m. and in total Shekel
147,412.00 for the whole Lot (hereunder "the basic
value of the Lot").
(*) A. 1. One-off rent at 80% of the basic value of
the Lot amounting to Shekel 117,930.00
The amounts remitted to by the Lessee to
the Lessor according to the Development
Agreement shall be credited to the above
mentioned rent account.
2. Annual rent at 5% of the difference
between the basic value of the Lot and the
one-off rent (hereafter: "the balance of
the basic value of the Lot") which
constitutes ______ % of the Basic Value of
the Lot amounting to Shekel 1,474
(hereafter: "the basic rent").
B. Annual rent at _________________ % of the basic
value of the Lot, being Isr. Pound
_______________ (hereafter: "the basic rent").
C. At the end of the first seven years of the lease on
________ and thereafter at the end of each period
of seven years of the duration of the lease, the
basic rent shall be increased, after the addition
of the Linkage Differentials mentioned in
sub-paragraph (D), by 35% and the Lessee undertakes
to pay to the Lessor the annual rent as increased
according
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to the above-stated, but the Lessee shall have the
right to request at that time a new assessment by the
Government Valuer and, should it transpire that the
value of the land, according to the valuation, is
smaller than the original value with the addition of
the above mentioned increases, the rent would be
fixed on the basis of the valuation.
D. The rent includes principal and interest. If
the latter should be due according to
paragraph 8 of the Agreement, it would be
linked to the Consumer Price Index as fixed
and published from time to time by the
Government of Israel Central Bureau of
Statistics or another authoritative institute
that might replace it. The calculation of the
Consumer Price Index is the Consumer Price
Index for the day of the start of the lease,
viz., June 1978 being _______________ points
(hereafter: 'Basic Cost [of living]'). For the
purpose of the payment of Linkage
Differentials, the relevant index shall be the
one published in the month prior to the month
in which payment would be due and the day of
payment of the principal or interest, or both,
whichever is higher.
E. The Lessee pays upon signing this Agreement the
annual rent for the period from the signing of the
Agreement to March 31, 1982 at Isr. Pound
_______________________________ (*) If the one-off
rent is not paid, sub-paragraphs 6(A)(1)(2) should
be omitted and paragraph 6(B) only observed.
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KOFFOLK (1949) Ltd.
As from the later date, the Lessee undertakes to
pay the annual rent as stated in sub-paragraphs
A(2), B and C of this paragraph in advance, with
the addition of Linkage Differentials as stated in
sub-paragraph D. The said payment shall be made at
the Lessor's
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office or at another venue, if and as the
Lessor might indicate.
F. In case the Lessee is in arrears with respect to
any payment whatsoever, any payment on account of
debt will be regarded as payment for the following
according to this order of priorities: collection
expenditure, interest, Linkage Differentials,
principal.
7. New valuation
A. The Lessor shall be entitled to demand a rent
increase according to a new valuation of the Lot by
the Government Valuer and this without taking into
consideration the increase in the value of the Lot
as a result of development by the Lessee or at its
expense, in any of the under mentioned cases:
(1) When the Lessee requests the consent of
the Lessor to transfer its rights
according to this Agreement, in whole or
in part, or sub lease the Leased
[property] as stated in paragraph 18(A).
(2) When the Lessee makes alterations to
constructions erected as stated in
paragraph 10 of the Agreement.
(3) In case of change of designation of the
Lot according to compulsory town planning
or in case the possibility of
exploitation of the Lot has been
increased above the permitted [level of]
exploitation at the time of leasing and
the Lessor would agree to the request by
the Lessee to exploit the Lot in
accordance with its new designation or to
realize the possibilities of increased
exploitation.
B. In any case where the Lessor would demand an
increase of rent as stated above, it should inform
the Lessee accordingly by registered letter and the
Lessee would have the right to appeal against it
within 30 days from the receipt of notice from the
Lessor to whoever
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would be appointed for this purpose by the Israel
Land Council. The decision regarding the value, as
per the above, shall be final and binding on both the
Lessee and the Lessor.
C. In case of rent increase according to sub
paragraphs (A)3 above, the Lessee shall be
bound to pay the Lessor, within 30 days of the
day of notice, the difference in the basic
one-off rent, that is, the difference between
the one-off rent the Lessee had to pay on the
date of the Lessor's agreement without change
of designation or increase of the
possibilities of exploitation of the Lot, and
the rent according to the new valuation.
D. The annual rent, increased according to the
new valuation shall be paid by the Lessee to
the Lessor as stated in paragraph 6, sub-
paragraphs A(2) B, C, D, E, F, within 30 days
of the final notice by the Lessor to the
Lessee from the date of the consent by the
Lessor as stated in paragraph 6, sub-paragraph
H.
8. Interest
The Lessee undertakes to pay the Lessor interest at the
highest rate stipulated by law on the day of payment for any
amount in arrears owed by the Lessee according to this
Agreement including taxes and development expenses with the
Linkage Supplement as stated in paragraph 6, sub-paragraph
D, from its due date to the actual payment day and this
without prejudice to the rights of the Lessor according to
the terms of this Agreement and the law.
9. Renewal of lease
Not less than one year prior to the end of the Term of
Lease, the Lessee shall be entitled to request from the
Lessor, by registered letter, the renewal of the Lease for
an additional period of forty nine (49) years (hereunder:
'the renewed Lease period') under the terms of a Lease
Agreement as shall be obtaining at that time with respect to
the lease of
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land by the Lessor in the vicinity of the Lot and
for the purpose of the present Lease.
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KOFFOLK (1949) Ltd.
10. Regulations regarding building
Any erection of, or changes in, buildings or additions to
them, are subject to prior written permission from the
Lessor and the approval of building plans by the competent
Planning Institutions.
The Lessee shall submit all building plans for the approval
of the competent Planning Institutions, only after the plans
will have been approved by the Lessor.
The Lessee undertakes to demolish at its expense any
addition or change as stated above made by it without the
permission of the Lessor and/or competent Planning
Institutions within 15 days from the date of the posting of
notice by registered letter from the Lessor, this without
prejudice to the other rights of the Lessor, including its
right to cancel the Agreement because of its breach by the
Lessee.
11. Registration of the Lease
A. The Lessee undertakes to take all the necessary
steps to register the Right of Lease under this
Agreement in its name with the Land Registry
Office, according to the conditions of this
Agreement.
B. All the steps necessary for the registration
of the Right of Lease shall be made by the
Lessee and at its expense. The Lessee shall
prepare, inter alia, the files in the Land
Registry Office, and bear the expense of
preparing the files as well as the expense of
preparing the documents and the maps, all the
payments involved in stamping and
registration, without exception, including the
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registration and/or renewal of registration, of the
Lot, division, separation, the cost of surveying
and mapping the parcellation, as required.
C. If, in spite of the demand by the Lessor, the
Lessee would fail to register, the Lessor would be
entitled to execute all registration procedures
itself, at the Lessee's account and the Lessee
undertakes to pay the Lessor its expenses within 30
days, according to the account submitted to it.
12. Change to the boundaries of the Lot
A. The Lessee declares that it is aware that the area
of the Lot and its boundaries are not final and
subject to changes.
B. It has been explicitly agreed between the Parties
that in case, and as a result, of changes in town
planning, land adjustment and the like, the area of
the Lot could be enlarged or diminished and/or its
boundaries changed, the Lessee undertakes:
1. to agree to any changes in the boundaries
and/or area of the Lot as created as a
result of the above-mentioned actions;
2. to consider the Lot in its new boundaries
and/or new area to be the object of this
Agreement and to accept its occupation;
3. if, following a change in the boundaries
and/or area of the Lot, the Lot value
should change, to pay annual and/or one-
off rent for the Lot, as fixed by the
Administration. The basis for fixing the
rent shall be the valuation by the
Government Valuer who will value the Lot
in accordance with its new status on the
date of the basic valuation mentioned in
paragraph 6.
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KOFFOLK (1949) Ltd.
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C. The Lessee undertakes to refrain from making any
claims whatsoever from the Administration regarding
anything arising from changes in the area and/or
boundaries of the Lot and the fixing of the one-off
and annual rent mentioned in sub-paragraph (B) (3).
13. Final fixing of area of the Lot
Should it transpire, following survey for the purpose of
registration, that the area of the Lot is smaller or larger
than the area according to which the basic value of the Lot
was fixed, the one-off and annual rents would be amended
according to the final area according to the valuation by
the Government Valuer on the date of the basic valuation and
each party undertakes to pay to the other the differences
resulting from the above-mentioned amendment.
14. Return of part of the Lot
A. In case the Lessee shall not use the whole
area of the Lot it leased from the Lessor by
the Agreement and/or a part of the area shall
not be required by it for the purpose of the
lease, the Lessor shall be entitled to cancel
the Agreement with respect to that part of the
Lot the Lessee did not use or that was found
to be superfluous to its needs (hereafter:
"the Requested Area") and repossess and occupy
it.
B. Should the Lessor decide to take the Requested Area
into its possession, it should give notice of its
intention to the Lessee by registered letter.
C. The Lessee shall have the right, within 20 days of
the date of posting of the letter mentioned in
sub-paragraph B above to appeal against the
decision of the Lessor before whoever is appointed
for this matter by the Israel Land Council.
D. The Lessee undertakes to appear, at the demand of
the Lessor, at the Land Registry Office and sign
all the documents needed for the
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cancellation of the Lease on the Requested Area and
all the documents, papers and maps needed for the
separation of the Requested Area from the rest of
the Lot, which shall remain in the possession of
the Lessee based on this Agreement.
E. All expenses connected with the separation of the
Requested Area and its transfer to the possession
of the Lessor shall be borne by the Parties in the
ratio between the size of the Requested Area and
the area remaining in the possession of the Lessee.
F. The one-off rent paid to the Lessee because of the
return of the Requested Area to the Lessor as well
as the new annual rent for the Lot remaining in
possession of the Lessee shall be fixed by the
Government Valuer.
15. The use of the leased assets and the Lessee's
responsibility
A. The Lessee undertakes to maintain the Leased
[property] in good and normal condition like a
landlord who cares for his own property and make,
at its expense, all the repairs needed to maintain
it as stated.
B. The Lessee undertakes to execute all works and
install all the fixtures in the Lot as
demanded by the competent Planning Authorities
and fulfill at its own expense any duty, by
the Lessor, under any law in force now or in
the future, regarding the Leased [property],
without the right to demand the return of the
expenses from the Lessor.
C. The Lessee undertakes to observe, throughout
the term of the Lease, all laws, including
every act, order, provision and demand by the
competent Planning Authorities, regarding
building on the Lot, the execution of other
works and the maintenance and use of the
Leased [property] and it undertakes full
responsibility for any outcome of non-
observance of any law, including every act,
order, provision or demand as stated.
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KOFFOLK (1949) Ltd.
D. The Lessee alone shall be responsible to the
Lessor, as well as to any third party, for any
transgression or damage caused to the person
or property of any person (including the
Lessee) as well as for any fine or
compensation imposed or paid because/as a
result of, the acts of development and
building on the Leased [property], its
management or the use thereof, and from all
the other activities and/or neglect in the
Leased [property] and the Lessor shall bear no
responsibility in connection with that.
E. Should the Lessor be required to pay to any
person whatsoever compensation for damage the
responsibility for which rests, according to
the provisions of this paragraph, with the
Lessee, the Lessee hereby undertakes to
compensate the Lessor for any amount it would
be required to pay with the addition of legal
costs and advocate's fee, should a lawsuit be
lodged against the Lessor for such payment.
16. Development and tax payments
A. The Lessee undertakes to bear all development
charges and expenses of any type whatsoever,
whether in force now or in the future,
incumbent upon the Leased [property] such as
the cost of connecting electricity, water and
sewage rates, water supply arrangements,
installing sewage, drainage, road and pavement
building, health installations and activities
and the like.
B. All taxes, municipal taxes, loans and compulsory
payments of all sorts, both municipal and
government, payable by the owners and/or occupiers
and incumbent on the Leased [property] shall be the
responsibility of the Lessee as from the date of
receiving possession as stated in paragraph 5.
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C. The Lessee undertakes to return to the Lessor any
payment made by the Lessor with respect to the Lot
or the Leased [property] and incumbent on the
Lessee according to this Agreement and or by law,
within 14 days of posting the demand.
17. Insuring the Leased [property]
A. The Lessee undertakes to insure, at its own
expense, the Leased [property] against fire with
insurance companies for an amount equal to the full
value of the Leased [property] and continue the
insurance throughout the Term of the Lease.
B. In case the Leased [property] is damaged or
destroyed, the Lessee undertakes to rebuild
the damaged or destroyed assets and use for
that purpose all the monies it shall receive
from the insurance companies. Should the
Lessee fail to execute this undertaking within
3 years from the year in which the assets were
damaged or destroyed as stated, the Lessor
would be entitled to cancel the Agreement and
demand from the Lessee the insurance monies
paid by the insurance company to the Lessee or
that it is due to pay to it.
18. Transfer and mortgage of the agreement rights and
consent fees
A. Should the Lessor wish to transfer its rights
under this Agreement, in whole or partly, in
any manner whatsoever, or to lease the Leased
[property] in a sub-lease or let it or grant
possession or use of it in whole or partly, it
should obtain the written agreement of the
Lessor to such a step. The Lessor may also
make its agreement conditional on the payment
of a Consent Fee as stated in sub-paragraph
(C) and (D) hereunder and the fulfillment of
the other conditions as customary with the Lessor
at the time of the granting of the consent, such as
the provision of certificates of payment of all
taxes, dues, compulsory changes and property
improvement tax. The
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consent of the Lessor is also necessary for obtaining
a mortgage on the Leased [property].
B. Any transfer of shares to a Lessee which is a
corporation the proportion of which to paid up
share capital is over 10% thereof, and any
allocation of shares at the said proportion as
well as any other action including a change in
their rights, the result of which is a change
in the control of the Lessee, as well as a
change in the directors of the Lessee, whether
it is a registered corporation or an
unregistered corporation, which constitutes a
change in the control of the Lessee, will be
deemed to be a forbidden action under this
paragraph [if done] without the consent of the
Lessor.
Any transfer of shares or allocation at a
proportion under 10% made within a period of two
years shall be considered, for the purposes of this
paragraph, as made simultaneously, as will be
deemed to be any other of the actions mentioned
above made within a period of two years all or part
of which constitute a change of control as stated.
C. The Consent Fee shall be at the rate of one
third of the difference between the basic
value of the Lot at its value at the time of
the approval of the transfer in the state it
was when possessed without taking into account
the expenses and development work done in
respect of it, all according to the valuation
by the Government Valuer. Inasmuch as the
Lessee paid one-off rent, the basis for
calculating the Consent Fee shall be the
balance of the basic value of the Lot which
was not paid as one-off rent.
The Lessee is entitled to appeal against the
decision by the Lessor that fixing the Consent
Fee, within 30 days from the date of notice,
to whoever would be nominated for this matter
by the Israel Land Council. The decision in
the appeal shall be final.
/s/
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KOFFOLK (1949) Ltd.
D. The Consent Fee that the Lessee shall be
obliged to pay in the cases enumerated in sub-
paragraph (B) will be according to a
proportion between the transferred or
allocated shares and the paid up share capital
of the Lessee, and if a change of control has
taken place as stated, the Consent Fee in
total.
E. The Lessee undertakes to give the Lessor
notice regarding any change whatsoever in the
corporation within its meaning according to
the Land Improvement Tax Xxx 0000 and about
any action in the corporation according to its
meaning in the above-mentioned Act even if the
said change or action do not oblige such
notice to be given to the Land Improvement Tax
Act authorities, as well as a copy of any
notice, resolution and declaration in the
matter of shares or directors it is bound to
submit to the Registrar of Companies as well
as a copy of its annual report, all these not
later than the date it should submit them by
law.
F. If the Lessor is requested to give its consent to
the transfer of the Lease rights, the Lessor shall
be entitled to demand from the Lessee to send to it
by registered post two written affidavits made in
the style stipulated in paragraph 15 in the
Evidence Order (new version 1971) as follows:
1. An affidavit by the Lessee including the
following details:
A. That it is prepared to transfer all its rights
in the Leased [property] to the suggested
Lessee.
B. The time at which it is prepared to vacate the
Leased [property].
C. The name, address and identity number of the
Proposed Lessee.
D. The amount the Proposed Lessee is prepared to
pay the Lessee in consideration for receiving
all its full rights.
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E. Family relationship to the Proposed Lessee
(spouse, offspring, parent, brother, legal
heir).
2. An affidavit by the Proposed Lessee including the
following details:
A. That it (he) is prepared to lease the Leased
[property].
B. The amount it is prepared to pay the Lessee in
consideration of receiving its full rights in
the Leased [property].
C. Family relation to the Proposed Lessee
(spouse, offspring, parent, brother, legal
heir).
Within 30 days from the receipt of the affidavits the Lessor
shall be entitled to send the Lessee a notice by registered
post that it intends to retake possession and all rights in
the Leased [property] and that it agrees to pay the Lessee
the amount offered it by the Proposed Lessee less the
Consent Fee due from it.
If the Lessor gives notice as stated, the Lessor and not the
Lessee shall have the right to transfer its rights in the
Leased [property].
G. The Lessor shall not use its right to repossess the
Leased [property] as stated in sub-paragraph (F)
above in cases where the Proposed Lessee is a
spouse, offspring, parent, brother or a legal heir
of the Lessee.
H. Non-fulfillment of any provision of the provision
of this paragraph shall be a basic breach of this
agreement and the Lessor shall have the right to
cancel it because of that breach.
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19. Natural resources and antiquities
A. The Lessee hereby declares that it knows that
all natural resources such as: oil, gas, water
springs, carbon and metal ore, marble, stone,
sand and soft limestone deposits and any other
deposits as well as antiquities and antique
sites, which might be found in the grounds of
the Leased [property], are the property of the
Lessor and/or the State and are not included
in the Leased [property] and the conditions of
lease under the present Lessor do not apply to
them. The Lessee shall enable the
Administration and/or the State - as the case
may be - to extract or exploit in another
manner the said natural resources and
antiquities according to binding laws and the
present Agreement.
B. The Lessee shall not carry out excavations in the
Lot beyond what is necessary for the execution of
the purpose of the Lease.
C. The Lessee shall not sell substances it
extracted from the Lot because they are the
property of the Lessor and the State, unless
it obtains the written advance permission of
the Lessor to do so.
Should the Lessee breach this prohibition, the
Administration would be entitled to demand
damages. The amount of damages would be
determined according to the cost of the
substances sold as obtaining at the
Administration at the time of the breach of
prohibition and the quantity of the
substances, as determined by the
Administration. The Lessee undertakes to pay
the damages as determined by the
Administration in accordance with the above
within 14 days of posting the payment demand.
/s/
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KOFFOLK (1949) Ltd.
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20. Observance of the Sabbath day and Jewish holidays
The Lessee and anyone empowered by it must refrain from any
building and work in the Leased [property] on the Sabbath
day and Jewish holidays.
In this paragraph "work" [means] conducting a business and
any manual labor carried out permanently and openly by the
Lessee for remuneration or carried out by others for
remuneration and openly.
21. Transfer of the Agreement rights by the Lessor
A. The Lessor is entitled to transfer its rights under this
Agreement without obtaining the Lessee's consent.
B. The Lessee undertakes, in case of such transfer, to fulfill
all its undertakings under this Agreement towards the
Receiver of the transfer.
22. Right of way and the execution of works in the Leased
[property] and its maintenance
A. The Lessor has the right to transfer through,
inside or above the Leased [property], by itself or
by others, by any institution or company, water,
sewage, gas and other pipes, to erect electricity
or telephone poles, put up wires for electricity,
telephone and/or other purposes, all according to
plans approved by the competent Planning
Institutions. The Lessee shall allow the Lessor,
its employees and/or officers as well the employees
and/or officers of an institution or company as per
the above, to enter the Leased [property] and carry
out the works required for that and all the repairs
that might be required from time to time.
B. The Lessor undertakes to compensate the Lessee for any
damage caused to it through the execution of the above
mentioned works.
23. Right of access to the Leased [property]
The Lessor, or any person on its behalf, is permitted,
at any reasonable time, to have access to the Leased
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[property] to inspect the use of the Leased [property]
in accordance with the stipulations of this Agreement.
24. Waivers
A. The Lessee, is not protected under the Tenant
Protection Law (Combined Version) 1972.
B. No waiver, discount, the receipt of any payment,
avoidance of any action, the granting of extension
on the part of the Lessor, shall be considered a
waiver of its rights and prevention of legal
action, unless the Lessor explicitly waives its
rights in writing.
C. The parties hereby waive the need to send notarial or other
notices regarding this Agreement and everything emanating from it and the very
non-observance or infringement of any condition in this Agreement shall serve
in lieu of such notice.
25. Cancellation and termination of the Agreement
A. If the Lessee breaches any of the conditions
of this Agreement, and the breach is a Basic
Breach (see below), the Lessor is entitled to
cancel the Lease under this Agreement by
giving notice by registered letter, after
advance notice was delivered to the Lessee
regarding the Lessor's intention of so doing,
and if, in spite of the such advance notice,
any condition of the Agreement was not
observed within a reasonable time, which in no
case is to exceed three months from the
dispatch of the advance notice.
The Parties agree that the conditions of paragraphs
4, 6, 10, 15, and 18 of the Agreement are
conditions the breach of which shall be deemed to
be Basic Breaches whether or not this is stated in
the Agreement that because of it the Lessor is
entitled to cancel the Agreement.
/s/
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KOFFOLK (1949) Ltd.
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B. Notwithstanding the statement in sub-paragraph (A),
the Lessor is entitled, in any of the following
cases, to cancel the present Agreement with
immediate effect and without the need to give
advance notice by registered letter:
(1) If the Lessee breaches the provisions of
paragraph 18 (A) of the Agreement.
(2) If the Lessee, being a corporation with
share capital, allocated or agreed to
allocate shares, or exchanged shares
registered in the name of their holders
to bearer shares without obtaining the
consent of the owner of the
Administration share according to
paragraph 18 (B) of the Agreement.
C. If the Lessee has died, or, being a
corporation, a decision has been taken to
liquidate it, before the end of the Term of
the present Agreement, the Agreement would
expire with the decease of the Lessee or with
the decision of liquidation, as the case may
be, with the exception that the Lessor would
be bound to sign a new Agreement with one of
his heirs, should an application be lodged
with it within two months of the death of the
Lessee, unless reasonable grounds exist for
rejecting the application.
D. Upon the cancellation of the Agreement by the
Lessor under sub-paragraph C, above, the Lessee
shall be bound to:
(1) vacate the Leased [property] forthwith,
(2) return it forthwith to the Lessor vacant
of any object and person and free of any
third party lien or right,
(3) demolish all structures, fences,
plantations and any immovables affixed to
the Lot (hereafter: "Immovables") on
written demand by the Administration or
immediately after the cancellation or
expiry of the Agreement and remove the
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debris from the Leased [property] and
return it to its state before the
erection of the Immovables,
(4) take immediately all the necessary steps
for the cancellation of the registration
of the Right of Lease made under
paragraph 11, including the payment of
all charges, taxes and other relevant
expenses without exception, as well as
sign, in order to ensure the fulfillment
of the present undertaking, upon the
signing of the present Agreement or at
any other time, at the discretion of the
Lessor and on its first demand, a
notarial irrevocable power of attorney in
the name of the Lessor,
(5) Pay to the Lessor for all damage and
losses, past or future, caused to it
because of the breach and cancellation of
the Agreement or because of its expiry
(including damage and loss because of
leasing the asset to another party),
Should the Lessee fail to fulfill what is incumbent upon it
under clauses (3) and (4) in the present paragraph, the
Lessor would have the right to execute itself all the said
actions on the account of the Lessee and collect from it all
expenses made by it with the addition of interest at the
maximum rate allowed by law at the time, this from the date
of the cancellation of the Agreement until the date of
actual payment.
E. (1) In case the cancellation of the Agreement
by the Lessor according of paragraphs
25(A) and (B) and, in case of its expiry
under paragraph 25(C), the Lessor shall
be bound, after the Lessee will have
fulfilled everything incumbent upon it
under paragraphs 25(D)(1) and (2), to pay
the Lessee the value of the Immovables
erected by it and which it was not
required to demolish under sub-paragraph
D(3) above, at the value determined by
the Government Valuer less all the
amounts due to the Lessor from the Lessee
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under sub-paragraph (D), above, and the
other paragraphs of the present Agreement
and still outstanding and less an amount
equal to the installment the Lessee was to
have paid the Lessor according to
paragraph 18 had they been transferred on
the date of the cancellation or expiry of
the Agreement [non sequitur text at this
point] the rights of the Lessee in full to
another [Party] with the consent of
Lessor, against the payment of Consent Fee
as stated in paragraph 18 (D), but in no
event shall the Lessor be obliged to pay
the Lessee for the Immovables more than
stated in sub-paragraph (2) below less the
above mentioned deductions and this, too,
after the amount was paid to the Lessor by
a new Lessee.
/s/
------------------------------
10/..
KOFFOLK (1949) Ltd.
(2) It is hereby agreed that, after the
cancellation or expiry of the present
Agreement, as stated, the Lessor shall
take all the necessary steps customary
with the Lessor, including public tender,
in order to find a suitable new Lessee
and sign a Lease Agreement with it on the
conditions under which the Lessor
customarily leases such property. Should
it be stipulated in the new Lease
Agreement that the new Lessee should pay
one off rent as defined in paragraph 6
(A) (1) or another consideration for the
property (all these hereafter: "the Price
of the Property"), then the Government
Valuer shall fix the appropriate portion
of the Price of the Property that should
be deemed to be consideration for the
Immovables.
The stipulations of sub-paragraphs D and E of this
paragraphs are also valid upon the termination of
the Agreement at the end of the Term of Lease or
the termination of the
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renewed Term of Lease but, if the Leased [property]
shall not be leased to the Lessee within 3 months
of the end of the Term of Lease, the Price shall be
fixed by the Government Valuer who will fix the
appropriate portion of that Price returnable to the
Lessee in consideration of the Immovable, according
to sub-paragraph (E), above.
26. All expenses incurred in connection with the making of the
present Agreement and its registration with the Land
Registry office, including the payment of Stamp Duty, shall
be borne by the Lessee only.
27. The addresses of the parties
The Lessor: Israel Land Administration Southern
District, Ben Xxxx, Be'er Sheva
The Lessee: KOFFOLK South Ltd, X.X.Xxx 1098 Tel-Aviv.
Notice sent in accordance to the present Agreement by
registered post to one of the above mentioned addresses
shall be considered duly received three days after the day
of posting.
28. Special conditions:
All development expenses, past and future, shall be borne by
the Lessee.
/s/
----------------------------
Koffolk (1949) Ltd
To Xxxxx
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The List
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Place Be'er Sheva, Ramat Hovav Area 58,965 sq. m. approx.
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Registration block 100177 Plots 1 (part)
----------- ------------------------------
----------- ------------------------------
----------- ------------------------------
----------- ------------------------------
Tax Plots
assess- Registered Volume Page
ment at
---------- ---------- --------- ---------- ----------
---------- ---------- --------- ---------- ----------
Lot According Block Plot
number 4 A. to town 110/03/11
---------- building ---------- ---------- ---------- ----------
plan
According to the enclosed diagram forming an integral part of
this Agreement.
And in Witness thereof we have attached our signatures
Israel Land Administration Koffolk (1949) Ltd
Southern District
Be'er Sheva /s/
-------------------------------
/s/
----------------------------
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Lessor Lessee
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According to new town building plan 6/110/03/11 called Lot no. 5
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