Exhibit 10.1
THIS LEASE made the 24th day of November Two Thousand BETWEEN UDARAS NA
GAELTACHTA having its Principal Office in the State at Na Forbacha in the County
of Galway, Statutory Body (hereinafter called "the Lessor" which expression
shall where the context so admits include its successors and assigns) of the One
part AND QUALTRON TEORANTA having its Registered Office at Unit 10 Eastat
Tionsclaioch na Doiri Beaga in the County of Donegal a Limited Liability Company
(hereinafter called "the Lessee" which expression shall where the context so
admits include its successors and permitted assigns) of the Other part.
In these presents and in the schedules hereto (save where the context otherwise
requires or implies) the following words and expressions shall have the meanings
assigned to them hereunder:
"the Lessor's Industrial Estate" means the hereditaments and premises described
in the First Schedule hereto.
"the demised premises" means the premises hereby demised and more particularly
described in clause 1 hereof.
"Common Parts" mean those parts of the Lessor's Industrial Estate not for the
time being demised to nor in the exclusive occupation of any Lessee or Licensee
of the Lessor nor for the time being intended or (as the case may be) designed
for letting as such the use/or benefit of which is common to the Lessee and
others authorised by the Lessor and shall include (but not by way of exception)
the structure, exterior and structural walls floors and ceilings foundations
structural supports and columns roof window frames lifts machinery and (save
where the same shall have been for the time being demised by the Lessor) the
entrance doors gates foyers landings staircases hallways corridors toilets car
parks, estate roads, grassed areas and other common facility areas within the
curtilage of the Lessor's Industrial Estate.
"conduits" mean gutters gullies pipes drains sewers watercourses channels ducts
flues mains wires cables and other conducting media.
"Utilities" mean water water-tanks soils effluent and waste of all kinds gas
electricity telephone fire fighting equipment and other services including any
plant machinery apparatus and equipment to operate or required for the
utilities.
"systems" mean the fire prevention and fire detection system the burglar alarm
and security system.
WITNESSETH as follows:
1. In consideration of the rents, covenants and conditions hereinafter
reserved and contained and on the part of the Lessee to be paid observed
and performed, the Lessor hereby demises unto the Lessee ALL THAT AND
THOSE the lands with the factory premises
containing 2663 square metres or thereabouts situate thereon and
comprising part of Folio 40947 County Donegal being more particularly
described on the map attached hereto and surrounded by a red verge line.
TOGETHER WITH:
(1) The Lessor's fixtures therein or thereon (all which said land
buildings and fixtures are hereinafter collectively called the
"demised premises") and;
(2) full and free right of access (in common with the Lessor and other
persons having the like right) at all times and for all purposes
connected with the demised premises but not for any other purpose
along and over the area shown coloured yellow on the said map.
EXCEPTING AND RESERVING unto the Lessor and the person or persons for the time
being occupying any other part or parts of the Lessor's Industrial Estate of
which the demised premises are a portion:
(1) The free and uninterrupted passage and running of water soil and
effluent drainage gas water and electricity steam telephone or any
other services or supplies from the other buildings and lands of the
Lessor and its tenants adjoining or near to the demised premises
through the sewers drains watercourses conduits pipes and cables
which now are or may hereafter during the term hereby granted be in
or over under or upon the demised premises.
(2) At any time hereafter or from time to time full right and liberty to
execute works services and building upon or to alter or rebuild any
of the erections services and buildings erected on its adjoining and
neighbouring lands and to use its adjoining and neighboring lands
and buildings, works, services and erections as it may think fit
notwithstanding that the access of light and air to the demised
premises may be interfered with.
TO HOLD the same unto the Lessee for the term of 21 years commencing on
the 1st day of August 2000 YIELDING AND PAYING therefor and thereout
during each of the first 5 years plus one day of the said term the yearly
rent of (pound)68,785 and thereafter during each of the successive periods
of 5 years of which the first shall begin on the 2nd day of August 2005 a
yearly rent equal to (a) the yearly rent payable hereunder during the
preceding period or (b) such revised yearly rent as may from time to time
be ascertained in accordance with the provisions in that behalf contained
in the Second Schedule hereto (whichever shall be the greater).
The said rents in all cases are to be paid without any deductions in
advance by equal quarterly installments by way of Bankers Standing Order
on the 1st day of January, 1st day of April, 1st day of July, and on the
1st day of October, in every year during the term hereby granted.
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2. The Lessee hereby covenants with the Lessor as follows:
(1) To pay the said yearly rents at the times and in manner aforesaid
clear of all deductions.
(2) To bear pay and discharge all rates (including any water rate for
the time being imposed by the Lessor) taxes assessments duties
charges and impositions whatsoever which now are or during the said
term shall be charged assessed or imposed upon the demised premises
or any part thereof or upon the owner or occupier in respect thereof
except the Lessors liability for Income Tax and to indemnify the
Lessor against all actions suites claims and demands whatsoever made
in respect thereof.
(3) To repair and keep in good and substantial repair and condition
using suitable materials of good quality the whole of the demised
premises and every part thereof and the Lessors fixtures therein and
such parts of the drains pipes wires and sanitary apparatus serving
the demised premises as are situate within same and from time to
time as required and in any event in every fifth year of the term
and in the last year thereof to paint and colour all the outside and
inside parts of the demised premises as are actually painted and
coloured and all additions thereto in proper and workmanlike manner
and with suitable materials of their several kinds.
(4) To keep such parts of the land forming part of the demised premises
as are from time to time undeveloped and the grass and any trees
shrubs and xxxxxx in proper and neat order and condition and any
ditches streams culverts and watercourses properly cleared and
cleaned and in particular not to deposit or permit to be deposited
any rubbish or refuse nor without the prior consent in writing of
the Lessor (and then only on such parts of the said land and subject
to such conditions as the Lessor may stipulate or impose) to store
stack or lay out any material used for the purpose of manufacture or
otherwise on any part of the said land.
(5) To bear with the owners or occupiers of each other unit in the said
Industrial Estate the cost and expense of all necessary maintenance,
repair and up-keep (and operating cost where applicable) of access
roads, footpaths, common parts, drainage and water services and
public lighting in the same proportion as the gross area of the
buildings erected on the demised premises bears to:
a) where the Lessor's Industrial Estate is fully completed the
total gross areas of all the industrial units in the estate
and
b) In the case of a non completed or part completed estate the
total gross areas of all the completed units in the estate and
where roads and services have been provided to un-developed
areas of the estate, the gross area of buildings in the course
of erection and proposed buildings fronting onto such services
until such time as same are taken in charge by the Local
Authority.
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(6) At all times during the term to observe and comply in all respects
with the requirements of any enactment (which expression shall for
the purpose of this covenant include every existing or future
statute and every existing or future directive of the Commission of
the European Communities as well as any regulation order or bye-law
made under or in pursuance of any statute or of any said EU
Directive so far as the same may relate to or affect the demised
premises or any part thereof or the user thereof or the use or
employment therein of any chattel or substance) and to execute all
works and provide and maintain all arrangements which by or under
any enactment or by any Government Department or other authority or
by the Court are or may be directed or required to be executed
provided or maintained in respect of the demised premises or any
improvements thereto or in respect of any user thereof or in respect
of any chattel or substance at any time therein AND WITHOUT
PREJUDICE to the generality of the foregoing not to do or omit or
permit to be done or omitted anything on or in connection with the
Demised Premises the doing or omission of which shall be a
contravention of the Planning Acts, Factories Acts, Public Health
Acts, Water Pollution Acts, Air Pollution Acts, Safety, Health and
Welfare at Work Xxx, 0000, Dangerous Substances Act, 1972 Fire
Services Xxx 0000, Building Control Xxx 0000 or of any notices
orders licences consents permissions and conditions (if any) served
made granted or imposed thereunder or under any enactment repealed
thereby and not to do or suffer to be done or omitted in or about
the demised premises any act or thing in respect of which the Lessor
may under any enactment have imposed upon it or become liable to pay
any penalty damages compensation costs and charges or expenses and
to indemnify (as well after the expiration of the said term by
effluxion of time or otherwise as during its continuance) and keep
indemnified the Lessor against all actions, proceedings, damages,
penalties, costs, charges, claims, and demands, made against, or
suffered, or incurred, by the Lessor, arising directly or
indirectly, out of such acts and omissions, or any of them, and
against the costs of any application for the Planning Permission and
the works and things done in pursuance thereof.
(7) To perform and observe all the obligations which the Lessor in
respect of being the owner or Lessor of the said demised premises
may be liable to perform or observe during the said term by virtue
of any Act or Acts of the Oireachtais or of any direction or
requirements of any public or local authority.
(8) To permit the Lessor or it duly authorised agents to enter the
demised premises for the purpose of inspecting and noting the
readings on any meter or other measuring devices installed in the
demised premises by the Lessor and upon giving previous notice in
writing at all reasonable and convenient times to enter the demised
premises and examine the state of repair and condition thereof and
to check and take inventories of the Lessor's Fixtures fittings and
equipment therein and that the Lessee will repair and make good all
defects decays and wants of repair of which notice in writing shall
be given by the Lessor to the Lessee and for which the Lessee may be
liable hereunder within two calendar months after the giving of such
notice provided that in case of default by the Lessee the Lessor
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may make good such defects decays and wants of repair and the cost
of the same shall be repayable by the Lessee to the Lessor on
demand.
(9) Not to make any alterations or additions to the demised premises or
erect any new buildings thereon without the prior written consent of
the Lessor and the approval of the Lessor to the plans and
specifications thereof and if such consent and approval is given to
make such alterations or additions in conformity with such plans and
specifications and to the approval of the Lessor and upon such terms
as the Lessor may consider reasonable.
(10) To use the demised premises for the purpose of the manufacture of
telecommunications equipment and components and light electronic
assemblies and not to use the demised premises or suffer or permit
same to be used for any other purpose whatsoever except with the
previous consent in writing of the Lessor which consent shall not be
unreasonably withheld so however that the Lessor's consent shall not
be treated or construed as being unreasonably withheld if it is
withheld on any of the grounds following, that is to say:
a) that the trade or business to be carried on is not one which
the Lessor considers to be quiet and inoffensive;
b) that the trade or business to be carried on is considered by
the Lessor to be one which would be in conflict with the
Lessor's interpretation of good estate management;
c) that the giving of its consent would result in a change of
user constituting development within the provisions of any
Planning Act order plan regulation permission consent or
direction at the time being in force or any change of use
which although not constituting development would prevent
reversion to the present use of the demised premises.
(11) Not to use the demised premises or suffer or permit the same to be
used for any offensive noisy or dangerous trade business manufacture
or occupation or for any purpose or in any manner which may be a
nuisance to the Lessor or the owners or occupiers of neighbouring or
adjacent premises provided that the carrying on in a proper manner
and in such a way as to cause as little nuisance to the Lessor or
the owners or occupiers of neighbouring or adjacent premises as is
reasonably possible of the trade or business as is hereinbefore in
sub-paragraph (10) of this clause provided for, shall not be deemed
to be a breach of this covenant.
(12) Not to exhibit on the outer wall or roof of the demised premises or
of any building or structure thereon any sign signboard or hanging
sign fascia advertisement placard or lettering except such as may
previously have been approved in writing by the Lessor such approval
not to be unreasonably withheld.
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(13)
a) To take such measures as may be necessary to ensure that any
effluent discharged into the drains or sewers which belong to
or are used for the demised premises in common with other
premises will not be corrosive or in any way harmful to the
said drains or sewers or cause any obstruction or deposit
therein and to obtain such licenses authorisations and
consents as may be required by law for the discharge of such
effluents;
b) not to discharge or allow to be discharged any solid matter
from the demised premises into the drains or sewers as
aforesaid nor to discharge or allow to be discharged therein
any fluid of a poisonous or noxious nature or of a kind
calculated to or that does in fact destroy sicken or injure
the fish or contaminate or pollute the water of any stream or
river and not to do or omit or allow or suffer to be done or
omitted any act or thing whereby any land or the waters of any
stream or river may be polluted or the composition thereof so
changed as to render the Lessor liable to any action or
proceedings by any person whomsoever;
c) without prejudice to the generality of the foregoing to
discharge only domestic sewage/effluent into the drains and
sewers serving the demised premises.
(14) To permit the Lessor and all persons authorised by it and their
respective surveyors agents and workmen at all reasonable and
convenient times in the daytime to enter on the demised premises or
any part thereof for the purpose of repairing, rebuilding, carrying
out structural alterations and building works of every description
to or on any adjoining buildings or lands as occasion shall require
and for the purpose of making repairing maintaining cleansing
lighting and keeping in order and good condition all ways roads
sewers drains pipes gutters watercourses ditches culverts fences
xxxxxx or other conveniences which shall belong to or be used for
the demised premises in common with other premises and also for the
purpose of laying down maintaining repairing and testing drainage
gas and water pipes and electric wires or cables or for other
similar purposes the Lessor or such persons as aforesaid making such
entry doing as little damage as may be and making good any damage
occasioned thereby to the demised premises.
(15) Not to assign underlet or grant any licence in respect of the
demised premises or any part thereof nor part with or share the
possession hereof or of any part thereof.
(16) To effect and maintain at all times throughout this demise through
the agency of Gaelarachas Teoranta, Insurance Brokers, Na Forbacha,
Gaillimh provided Gaelarachas' rates are competitive or
alternatively through the Agency of a reputable insurance broker:
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a) insurance of the demised premises throughout the tenancy in
the joint names of the Lessor and the Lessee against loss or
damage by fire flood explosion storm tempest and other risks
and special perils normally insured under a policy or policies
of insurance on property of the same nature as the demised
premises in a sum equal to the full reinstatement value
thereof from time to time and which reinstatement value shall
be determined by the lessor throughout the said term together
with architect's and surveyor's fees and two year's rent and
to make all payments necessary for the above purposes within
seven days after the same shall respectively become due and to
produce to the Lessor or its agent on demand the policy or
policies of such insurance and the receipt for each such
payment and to cause all monies received by virtue of any such
insurance (other than monies received in respect of loss of
rent) to be forthwith laid out in rebuilding and reinstating
the demised premises or any part thereof in respect of which
such monies shall have become payable or have been received in
accordance with the original plans elevations and details
thereof with such variations (if any) as may be agreed by the
Lessor or may be necessary having regard to the then existing
statutory provisions bye-laws and regulations affecting the
same and any necessary planning approval (which it shall be
the Lessee's obligation to obtain) and to the satisfaction in
all respect of the surveyor for the time being of the Lessor
and to make up any deficiency out of its own monies PROVIDED
ALWAYS that if the Lessee shall at any time fail to keep the
demised premises insured as aforesaid the Lessor may do all
things necessary to effect and maintain such insurance and any
monies expended by it for that purpose shall be repayable by
the Lessee on demand and be recoverable forthwith by action;
b) Public Liability Insurance cover for an amount satisfactory to
the Lessor but for not less than IR(pound)1 million;
c) Employers Liability Insurance.
(17) To be responsible for, and to keep the Lessor fully indemnified
against all damage, damages, losses, costs, expenses, actions,
demands, proceedings, claims and liabilities made against or
suffered or incurred by the Lessor arising directly or indirectly
out of:
a) any act, or omission, of the Lessee or any persons at the
demised premises expressly or impliedly with the Lessee's
authority;
b) any breach or non observance by the Lessee of the covenants
conditions or other provisions of this Lease.
(18) To make adequate arrangements for the frequent removal from the
demised premises of all trade refuse.
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(19) Not to cause or permit to be caused any emission from the demised
premises of an excessive amount of smoke or fumes or any discharge
of any other nature which may in the reasonable opinion of the
Lessor cause any risk or hazard or nuisance or annoyance to the
Lessor and/or the owners or occupiers of any adjoining premises or
which would be contrary to any statutory provision for the time
being in force and regulating such emissions or discharges.
(20) To yield up the demised premises with the fixtures (except Lessee's
fixtures) and additions thereto at the determination of the said
term in good and tenantable repair fair wear and tear accepted in
accordance with the Lessee's covenants herein contained.
(21) To pay the Stamp Duty payable in respect of this Lease and the
Counterpart thereof and all other charges and taxes for which the
Lessee is legally liable including those arising under the
provisions of the Value Added Tax Xxx 0000 and all acts amending or
extending the same.
(22) To complete and sign a Bankers Standing Order forthwith on the
signing of this Lease.
3. In the event that the Lessor shall have installed or at any time install
or cause to installed an Effluent Treatment Plan (or additional or
alternative plant) (hereinafter called "the Plant") or provide an Effluent
Treatment Service (hereinafter called "the Treatment Service") for the
treatment of effluent being discharged from the demised premises or from
the demised premises in common with other premises, for the avoidance of
doubt, it is hereby acknowledged by the parties that the Plan and
Treatment Service are for the treatment of domestic sewage/effluent only
and are not for the treatment of trade effluent.
4. The Lessor covenants with the Lessee that the Lessee paying the rents
hereinbefore reserved and performing and observing the several covenants
conditions and agreements herein contained and on its part to be performed
and observed may peaceably hold and enjoy the demised premises during the
term hereby granted without any interruption or disturbance from the
Lessor or any person or persons lawfully claiming under or in trust for
the Lessor PROVIDED ALWAYS and it is hereby agreed and declared that if
the rents hereinbefore reserved or any part thereof shall at any time be
in arrear and unpaid for twenty one days after the same shall become due
(whether legally demanded or not) or if the Lessee shall at any time fail
or neglect to perform or observe any of the covenants or agreements herein
contained and on the Lessee's part to be performed and observed or if the
Lessee for the time being shall become bankrupt or being a company shall
enter into liquidation whether compulsory or voluntary (other than for the
purpose of reconstruction or amalgamation) or if the Lessee for the time
being shall enter into any agreement or composition for the benefit of the
Lessee's creditors or if a Receiver shall be appointed over any or all of
the assets of the company or if an Examiner of the Affairs of the Company
shall be appointed or if the Lessee shall fail or cease to carry on the
business of the manufacture of telecommunications equipment and components
and light electronic assemblies or any other manufacturing business for
which the prior written consent of the Lessor has been obtained in the
demised premises or other such business
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of the Lessor may have approved then and in any such case it shall be
lawful for the Lessor or any person or persons duly authorised by the
Lessor in that behalf to re-enter into and upon the demised premises or
any part thereof in the name of the whole and thereupon this demise shall
absolutely determine but without prejudice to any right of action or
remedy of the Lessor in respect of any antecedent breach by the Lessee of
any of the covenants or agreements herein contained.
5. If at such time as the Lessee has vacated the demised premises after the
determination of the term hereby granted either by effluxion of time or
otherwise any property of the Lessee remaining in or on the demised
premises and which the Lessee shall have failed to remove the same within
seven days after being requested in writing by the Lessor so to do then
and in such case the Lessor (without being obliged so to do and in any
event without prejudice to such other rights as the Lessor may have in
that behalf) may as agent of the Lessee (and the Lessor is hereby
appointed by the Lessee to act as such agent and in its capacity as such
agent to act as the Lessor in its absolute discretion shall think fit)
sell such property and shall then hold the proceeds of sales after
deducting the costs and expenses of removal storage (including loss of or
reduction in rent received by the Lessor on account of such property
remaining by way of storage pending sale in the demised premises) and sale
reasonably and properly incurred or suffered by it to the order of the
Lessee PROVIDED however that if any monies payable by the Lessee to the
Lessor under this Agreement shall be unpaid the Lessor may apply such
proceeds of sale (after deducting any costs of storage and/or sale
reasonably incurred by the Lessor) in or towards the discharge or partial
discharge (as the case may be) of such monies PROVIDED FURTHER THAT the
Lessee shall indemnify the Lessor against any liability incurred by the
Lessor to any third party whose property shall have been sold by the
Lessor in the bona fide mistaken belief (which shall be presumed unless
the contrary is proved) that such property belonged to the Lessee and was
liable to be dealt with as such pursuant to this clause.
6. The Lessee shall have the option of surrendering this Lease on the
30/10/2006, 30/10/2011 or on the 30/10/2016 on giving the Lessor at least
six months notice in writing of its intention to vacate the demised
premises. In the event of the Lessee serving such a notice the Lessor
shall accept vacant possession of the demised premises from the Lessee on
the date therein specified whereupon this Lease shall be at an end but
without prejudice to the right of the Lessor to proceed on foot of any
antecedent breach of covenant.
7. Any notice under this Lease shall be in writing and may be served on the
person on whom it is to be served either personally or by leaving it for
him at the demised premises or (if the Lessee be a Limited Company) by
leaving it at its registered office or in either case by ordinary prepaid
post and in the case of notice to be served on the Lessor it may be served
in like manner at the Lessor's Head Office at Na Forbacha in the County of
Galway.
8. The Lessor hereby consents to the registration of this Lease as a burden
on the property comprised in Folio 40947 of the Register County Donegal
and to the use of the Land Certificate of such folio for such
registration.
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9. It is hereby certified for the purpose of the stamping of this instrument
that this is an instrument to which the provisions of Section 112 of the
Finance Xxx 0000 do not apply by reason of the fact that there is an
existing building on the land.
FIRST SCHEDULE
ALL THAT AND THOSE the Lessor's Industrial Estate situate at Gweedore in the
County of Donegal which said Industrial Estate is more particularly delineated
on the map attached hereto, and surrounded by a green verge line.
SECOND SCHEDULE
1. The revised rent referred to in the within Lease in respect of any of the
periods therein mentioned may be agreed at any time between the Lessor and
the Lessee or (in the absence of agreement) be determined not earlier than
the date of commencement of such period (the "review date") by an
independent valuer (being a member of the Irish Auctioneers and Valuer's
Institute or of the Society of Chartered Surveyors in the Republic of
Ireland or of such body of professional Valuers or Surveyors as shall for
the time being have undertaken in Ireland the functions in the activity of
property valuation currently performed by said Institute or Society) such
independent valuer to be nominated (in the absence of agreement between
the parties) upon the application (made not more than two calendar months
before or at any time after the review date) of the Lessor (or, if the
Lessor fails to make such application, within twenty-eight days of being
requested in writing so to do by the Lessee then on the application of the
Lessee) by either the President of the Incorporated Law Society of Ireland
or the President of the Irish Auctioneers and Valuers Institute or the
Chairman of the Society of Chartered Surveyors in the Republic of Ireland
at the discretion of the party entitled to make the application
AND
the revised rent so to be determined by the independent valuer shall be
such as in his opinion represents at the review date the full open market
yearly rent for the demised premises let as a whole without fine or
premium:
(1) ON THE BASIS of a letting with vacant possession thereof by a
willing Lessor to a willing Lessee for a term (commencing on the
review date) equal to the greater of fifteen years or the residue
then unexpired of the term granted by the within-written lease and
subject to the provisions therein set forth (other than as to the
amount of the initial rent thereby reserved but including such of
said provisions as pertain to the review of rent).
(2) ON THE ASSUMPTIONS that:
a) at and until the review date all the covenants on the part of
the Lessee and the conditions contained in the within lease
have been fully performed and observed
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b) in the event of the demised premises having been damaged or
destroyed and not having been fully repaired reinstated or
rebuilt (as the case may be) such damage or destruction had
not occurred
AND
(3) HAVING REGARD to other open market rental values current at the
review date insofar as the independent valuer may deem same to be
pertinent to the determination
(4) BUT DISREGARDING any effect on letting value of:
a) the fact that the Lessee is or has been in occupation of the
demised premises or any part thereof
b) the goodwill which shall have attached to the demised premises
by reason of the business carried on thereat
c) any works executed by and at the expense of the Lessee in, on,
to or in respect of the demised premises other than required
works PROVIDED that in the interpretation of this
sub-paragraph (c):
the expression "the Lessee" shall extend to include the Lessee
or any predecessor in title of the Lessee or any party
lawfully occupying the demised premises or any part thereof
under the Lessee
AND
the expression "required works" shall mean works executed by
the Lessee in pursuance of an obligation imposed on the Lessee
(i) by the within lease or by any lease of which the within is
renewal OR (ii) by an agreement for the granting of the within
lease or of any lease of which the within is a renewal or by
virtue of any licence or deed of variation relating to the
demised premises.
(5) AND PROVIDED FURTHER that in no circumstances shall the rent payable
hereunder following such review be less than the rent payable by the
Lessee immediately prior to the review date.
2. In the event of the President or Chairman or other office endowed with the
functions of the President or Chairman of such Society or Institute as
shall be relevant for the purposes of paragraph 1 of this Schedule being
unable or unwilling to make the nomination therein mentioned the same may
be made by the next senior officer of that Society or Institute who shall
be so able and willing.
3. An independent valuer in relation to any matter so to be determined by him
shall:
(1) give notice of his nomination to the Lessor and the Lessee;
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(2) be entitled to enter the demised premises as often as he may
reasonably require for the purpose of inspection and examination;
(3) afford to each of the parties concerned a reasonable opportunity of
stating (whether in writing or otherwise as may be decided by him
and within such time as he may stipulate in that behalf) reasons in
support of such contentions as each party may wish to make relative
to the matter or matters under consideration;
(4) act as an expert and not as an arbitrator and so that his
determination or determinations shall be final and conclusive
between the parties;
(5) be entitled to seek and pay for advice on any matter which he
reasonably considers pertinent to the reference or to his
determination thereof;
(6) be empowered to fix his reasonable fees in relation to any such
reference and determination and matters incidental thereto which
said fees and any reasonable expenses incurred by the independent
valuer in or about the said reference and determination shall be
shared equally between the Lessor and the Lessee;
(7) give notice in writing on his determination to the Lessor and the
Lessee within such time as may be stipulated by the terms of his
appointment or in the event of there being no such stipulation
within six calendar months of the acceptance by him of the
nomination to act in the matter PROVIDED ALWAYS that the independent
valuer may defer the giving of such notice until such time as his
fees and expenses as aforesaid shall have been discharged.
4. Either party shall be at liberty to pay the entire of the fees and
expenses as aforesaid of the independent valuer in which event the party
so paying shall be entitled to be reimbursed by and to recover from the
other on demand any proportion so paid on behalf of such other.
5. If an independent valuer in relation to any matter for determination by
him shall fail to conclude such determination and give notice thereof
within such time as may be relevant or if he shall relinquish his
appointment or die or if it shall become apparent that for any reason he
shall be unable or shall have become unfit or unsuited (whether because of
bias or otherwise) to complete the duties of his nomination a substitute
may be nominated in his place and in relation to any such nomination the
procedures hereinbefore set forth shall be deemed to apply as though the
substitution were a nomination de novo which said procedures may be
repeated as many times as may be necessary.
6. If the revised rent in respect of any period ("the current period") shall
have been ascertained on or before the review date referable thereto rent
shall continue to be payable up to the xxxx day next succeeding the
ascertainment of the revised rent at the rate payable during the preceding
period AND on such xxxx day the Lessee shall pay to the Lessor the
appropriate installment of the revised rent together with any shortfall
between (i) the aggregate of rents (including such instalment if payable
in arrear) actually paid for any part of the current period and (ii) rent
at the rate of the revised rent attributable to the interval between the
review date and such xxxx day and together also
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with interest on said shortfall such interest to be computed on a day to
day basis and to be assessed at such a rate as shall be equivalent to the
yield (at issue and before deduction of tax if any) on the security of the
Government last issued before the commencement of the current period
(allowance having been made in the calculation of the said yield for any
profit or loss which may occur on the redemption of the security). For the
purposes of this paragraph the revised rent shall be deemed to have been
ascertained on the date when the same shall have been agreed between the
parties or as the case may be on the date of the notification to the
Lessee of the determination of the independent valuer.
7. If there should be in force at the commencement or during the currency of
any particular relevant period any Statute or Order (directly or
indirectly) prohibiting or restricting an increase of rent in respect of
the demised premises the provision of this schedule and of the within
lease may nevertheless be invoked or reinvoked to determine the rent which
would but for the said prohibition or restriction be payable during such
relevant period but (if appropriate) the further implementation thereof
shall be suspended in effect for such period as may be required by law.
8. When and so often as the revised rent shall have been ascertained pursuant
to the provisions herein set forth memoranda recording the same shall
thereupon be signed by or on behalf of the Lessor and the Lessee and shall
be annexed to the within lease and its counterpart and the parties shall
bear their own costs in relation to the preparation and completion of such
memoranda.
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IN WITNESS whereof the parties hereto have caused their respective seals to be
affixed hereto the day and year first herein written.
[SEAL APPEARS HERE.]
PRESENT when the seal of
UDARAS NA GAELTACHTA
was affixed hereto:
/s/ signature appears here CATHAOIRLEACH
---------------------------------------------
/s/ signature appears here RUNAI
---------------------------------------------
PRESENT when the seal of
QUALTRON TEORANTA
was affixed hereto:
/s/ Xxxxxxx Xxxxx DIRECTOR
---------------------------
/s/ Cillian Feiritear DIRECTOR/SECRETARY
---------------------------
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[SITE MAP APPEARS HERE.]
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[FLOOR PLAN APPEARS HERE.]
[LEGEND APPEARS HERE.]
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Dated the day of 2000
----------------------------------------
UDARAS NA GAELTACHTA
First part
QUALTRON TEORANTA
Second part
L E A S E
Udaras na Gaeltachta,
Na Forbacha,
Gaillimh
Tag: DB/2704
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