Agreement on the Lease of Non-Residential Premises
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Agreement
on the Lease of Non-Residential
Premises
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concluded
on the below stated date pursuant to Act No. 116/1990 Coll., on lease and
sublease of non-residential premises, as amended,
hereinafter
referred to as “Agreement”
between
Multidisplay
s.r.o.
a
company
existing under the laws of the Czech Republic
with
its
registered seat in Xxxxxxxx,
Xxxxxxx Xxxxx Xxxx X0 0000, 396 01, Identification No.: 26166453,
registered with the Commercial Register kept at the Regional Court in Ostrava,
Section C, File No.: 24381
(hereinafter
referred to as the “
Lessor”)
and
SENDIO
s.r.o. a company existing under the laws of the Czech Republic,
with
its
registered seat in Xxxxxx 0, Xxxxxxxx 00, 000 00
Identification
No.: 281 64 440
entered
in the Commercial Register kept at the Municipal Court in Prague,
Section C, File No.: 129 886
(hereinafter
referred to as the “Lessee”)
(hereinafter
together referred to as the “Parties”)
ARTICLE
I.
Subject
of the Agreement
| 1.1 |
The
Lessor is the owner of a part of an industrial complex located in
Hranice,
known as CTPark
Hranice
(hereinafter referred to as the “Park”).
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Within
the Park, the Lessor is:
(a)
the
owner of the land plot No. (st.p.č.)
2363
in
the
cadastral area of Drahotuše,
registered on the ownership deed No. 1789, land plots. Nos. (st.p.č.)
5504,
5506, 5509 and 5511, in the cadastral area of Hranice, registered on the
ownership deed No. 4342 and the sublessee of the land plot No. (st.p.č.)
5505
and 5510 in the cadastral area of Hranice, registered on the ownership deed
No.
10002, all in municipality of Hranice,
district of Přerov
(hereinafter referred to as the “Land”);
(b)
the
owner of the production/warehouse building without registration
number,
located
on the Land, cadastral
area of Drahotuše
and
Hranice, municipality of Hranice,
district of Přerov
registered on the ownership deed No. 1789 (hereinafter
referred to as the “Building”);
and
(c)
the
owner of 10
parking lots built in front of the Building as shown in Annex
No. 1 and Annex no. 6,
hereto
(hereinafter
referred to as the “Exclusive
Parking Lots”).
Non-residential
premises located in the Building of total rentable area 39,003
sq
m have
the following parameters (hereinafter referred to as the “Premises”):
- the
warehouse / production area approx.
14,022
sq
m
- clean
premises approx.
11,268
sq
m
- utilities
/ sanitary area approx.
12,930 sq m
- office
premises approx.
783 sq m
The
Premises and the Exclusive Parking Lots are hereinafter referred to as the
“Property”.
Detail
technical specification of the Property forms Annex
No. 1
hereto.
Site plan of the Property containing also the exact location of the Property
(including the location of the Premises within the Building and the Parking
Lots
within the Park) form Annex
No. 6
hereto.
| 1.2 |
Lessor
hereby rents to the Lessee and the Lessee hereby rents from the Lessor
the
Property.
The Lessor hereby represents and warrants that (i) he is truly and
fully
entitled to enter into this Agreement, (ii) his relationships with
third
parties shall not affect the position of the Lessee as a bona fide
lessee,
(iii) the execution of this Agreement shall not constitute breach
of any
agreement of the Lessor, (iv) he has obtained a written consent of
Immorent-Bank GmbH, being the Property mortgagee, with the lease
and with
the execution of this Agreement, which consent is attached as Annex
No.9 hereto
and (v) the Property is free from any pollution or other environmentally
hazardous substances and it complies with the relevant environmental
laws.
The Lessor shall be obliged to obtain a new consent of Immorent-Bank
GmbH
with the execution of this Agreement, with the assignment of the
Initial
Rent (as defined below) and the assignment of debt corresponding
to the
Initial Rent, both assignments described in Clause 5.6 hereof, within
30
days from the date hereof.
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| 1.3 |
The
Lessee shall be entitled to the full use of the Property for production
/
warehousing, office and related ancillary uses in accordance with
this
Agreement during the whole duration of this Agreement. The Lessee
shall be
entitled to use on a non-exclusive basis together with the other
users of
the Park 287 car parking spaces and all the truck (lorry) parking
spaces
located within the Park or around the Park owned by the Lessor or
determined by the Lessor to be used as such by the users of the Park
(“Non-exclusive
Parking Lots”)
(the Exclusive Parking Lots and
the
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Non-Exclusive
Parking Lots are hereinafter referred to as the “Parking
Lots”)
for no
additional fee or rent.
| 1.4 |
The
Lessee
is entitled to use all connections to the public suppliers of utilities
and the Lessor is obliged to secure for the Lessee supplies of the
utilities provided by their public suppliers (electricity, gas, water,
telephone, etc.) in the extent necessary for the operation of Lessee’s
plant, but not exceeding the extent specified in the technical
specifications attached hereto as Annex
No. 1.
The Lessor will make available to the Lessee a facility for the production
of the deionized water and the effluent water treatment facility
with
parameters listed in Annex
No. 2
hereto (hereinafter referred to as the “DI
water”)
and compressed air, industrial gases and vacuum and shall use all
reasonable efforts to supply the DI water, compressed air, industrial
gases and vacuum to the Lessee and accept the effluent DI water back
from
the Lessee at the levels required by the Lessee. The Lessor shall
not be
liable for not supplying the DI water compressed air, industrial
gases and
vacuum to the Lessee and for not accepting the effluent DI water
back from
the Lessee as far as he will not breach his obligation to use all
reasonable efforts to do so. The Lessor acknowledges that the effluent
water to be accepted back from the Lessee’s production will contain
phosphorus and other hazardous substances and declares that its effluent
water treatment facility will be able to treat such effluent water
in
accordance with the applicable laws. The Lessor shall not be obliged
to
accept back the effluent water from the Lessee that contains hazardous
substances the presence of which in the effluent water would not
be in
compliance with the applicable laws and the permits available on
the date
hereof. The Lessor shall be obliged, at the request of the Lessee,
to
issue all relevant confirmations with respect to such treatment for
the
Lessee to comply with the applicable laws. Based on the written request
of
the Lessee, the Lessor is further obliged to procure that the current
capacity of the connections to the public suppliers of utilities
and the
level of supplies are extended to the level required by the Lessee,
or to
ensure that the Lessee has the possibility to negotiate such extensions
with the third party suppliers and the Lessor shall provide the Lessee
with all necessary assistance, including consents with any changes
to the
current connections or enabling building of new connections. The
costs of
such extensions are to be paid for by the Lessee.
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The
Parties shall negotiate in good faith the future arrangement with respect to
the
technology relating to the DI water, compressed air, industrial gases and vacuum
production and the effluent water treatment (“Technology”) and its operation and
ownership, including the potential purchase of the Technology by the Lessee.
If
no such agreement in written form is reached by 30 April, 2008, this Agreement
shall automatically terminate as of 30 June, 2008.
If
requested by the Lessee, the Lessor shall also cooperate in the timely manner
with the Lessee and shall provide the Lessee with all necessary assistance
for
the Lessee to be able to enter into separate contracts regarding the supplies
of
the utilities supplied by third party suppliers.
The
Parties shall also negotiate in good faith the prices for the supplies of the
utilities supplied to the Lessee by the Lessor, including the DI water and
the
costs for accepting back the effluent water. The Parties agree that the supplies
of the utilities under this Clause 1.4 should not be considered as supplies
of
services connected with the lease; those shall be only the services under
Article VI. hereof. The absence of agreement on the costs of those supplies
of
utilities shall not in any way affect the validity of this
Agreement.
The
Parties agree that until 30 June, 2008 the Lessor shall be liable for any and
all accidents, including environmental accidents, effluent water leakages etc.
arising from the operation of the Technology, the respective connections thereto
and the effluent water treatment, except for the cases when such accident was
caused by the Lessee or a third party engaged by the Lessee (except for the
Lessor).
The
Parties further agree that until 30 June, 2008 the Lessee shall only be liable
for those accidents caused by it or by third parties engaged by the Lessee
(except for the Lessor). Starting from 1 July, 2008 and, at the same time,
if
the Lessee takes over the operation of the Technology, the Lessee shall further
be liable for any and all accidents, including environmental accidents, effluent
water leakages etc. arising from the operation of the Technology, the respective
connections thereto and the effluent water treatment, except for the cases
when
such accident was caused by the Lessor or third parties engaged by the Lessor
(except for the Lessee).
Detailed
description of the above mentioned utilities
and connections thereto as well as the parameters of the DI water is stipulated
in Annex
No. 2 hereto.
| 1.5 |
The
use permit for the Premises was issued on 23
March, 2004 and
effective on 24
March, 2004.
Copy of the use permit forms Annex
No. 3
hereto (hereinafter
referred to as the
“Use
Permit”).
The
Lessee acknowledges that installations and technology brought into
the
Premises by the Lessee might not be approved for use on the basis
of the
Use Permit. The Parties declare that there is certain equipment of
the
Lessor currently located within the Premises (“Equipment”).
Until 30 June, 2008 the Lessee shall have the exclusive right to
use all
the Equipment necessary for its operations together with the use
of the
Premises for no additional fee or rent. The Parties shall negotiate
in
good faith the future arrangement with respect to the use of the
Equipment
as of 1 July, 2008. If no such agreement in written form is reached
by 30
April, 2008, this Agreement shall automatically terminate as of 30
June,
2008.
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If
the
Lessee is not able to commence or continue with its production activities under
the Use Permit, the parties shall work together and cooperate in good faith
and
a timely manner to change the Use Permit or to obtain a new permit in accordance
with the requests of the Lessee. If the Lessor fails to cooperate with the
Lessee, namely if it does not sign and submit the relevant motions for the
change of the Use Permit or for the issuance of the new permit and does not
remedy such failure within 15 days from the written notice of the Lessee, the
Lessee is entitled to rescind this Agreement with immediate effect.
| 1.6 |
The
Parties shall further work together and cooperate in good faith and
timely
manner to obtain all permits necessary for the operations of the
Lessee,
especially the relevant environmental permits, should it prove that
the
permits issued for the previous user of the Property cannot be used
for
the Lessee’s operations. If the Lessor fails to cooperate with the Lessee
and does not remedy such failure within 15 days from the written
notice of
the Lessee, the Lessee is entitled to rescind this Agreement with
immediate effect.
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1.7
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The
Lessee shall be responsible for obtaining and maintaining all
administrative permits necessary for its contemplated activities
performed
within the Property, such as the trade licenses or authorizations
under
Act No. 455/1991 Coll., (the Trade Licenses Act), as amended.
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| 1.8 |
The
Lessee is entitled to require a lease of additional non-residential
premises in the Building or in the newly constructed building located
on
the side of the Building specified as “Extension Jumbo”, “Extension Option
1” and Extension Option 2” in Annex
Xx. 00
xxxxxx (Xxxxxxxxx Xxxxx, Xxxxxxxxx Option 1 and Extension Option
2
together hereinafter referred to as the “Expansion
Premises”)
subject to the following
procedures:
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| 1.8.1 |
The
Lessee shall have the right to send a request delivered to the Lessor
by
registered mail for the expansion for the whole duration of this
Agreement
(hereinafter referred to as the “Expansion
Request”).
The Expansion Request must specify in which of the Expansion Premises
the
Lessee is interested.
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| 1.8.2 |
If
the Expansion Request is delivered to the Lessor with respect to
the
Extension Option 1 and/or Extension Option 2 within 12 months following
the date hereof, or with respect to any of the Expansion Premises
after
that date, but only in case the Expansion Premises are not leased
so far
when the Lessor did not breach its obligation under Clause 1.8.6
and 1.8.7
by leasing them, the Lessor shall be obliged to sign a new lease
agreement
in case of the Extension Jumbo or an agreement on future lease agreement
in case of Extension Option 1 and/or Extension Option 2 to lease
the
Expansion Premises determined by the Lessee with the Lessee no later
than
6 weeks from the receipt of the Expansion
Request.
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| 1.8.3 |
Provided
that the Extension Option 1 and/or Extension Option 2 are to be used,
per
request of the Lessee, for similar purpose of use as the Premises
hereunder, the Lessor shall further be obliged to complete and hand-over
the Extension Option 1 and/or Extension Option 2 to the Lessee being
fit
for use as requested by the Lessee within 10 months from the delivery
of
the Expansion Request, and the determination of the layout of the
Expansion Premises, whichever occurs later, provided that the respective
agreement on future lease agreement was
signed.
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| 1.8.4 |
The
lease agreement for the Expansion Premises should be signed on the
same
terms and conditions as this Agreement at that time, however, at
least for
the period of 7 years and with the rent applicable hereunder at the
time
of the execution of the new lease and indexed according to the same
mechanism as agreed hereunder. Should the remaining Term of this
Agreement
be less then 7 years, the Lessor shall further be obliged, together
with
the new lease agreement for the Expansion Premises, to enter into
an
amendment to this Agreement prolonging the Term of this Agreement
so that
it ends on the same day as the term of the rent of the Expansion
Premises.
Should the lease agreement for the Expansion Premises be signed before
1
July, 2014, the conditions for the termination for convenience under
Article IV, Clause 4.9 hereof shall change in the way that it shall
be
applicable solely on the seventh anniversary of the lease agreement
for
the Expansion Premises, otherwise under the same conditions as stipulated
in the Clause 4.9, i.e. so that the lease for the Expansion Premises
lasts
at least 7 years.
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| 1.8.5 |
If
the Lessor, due to its fault, fails to execute the agreement on future
lease agreement or the new lease agreement for the lease of the Expansion
Premises or fails to hand-over the Expansion Premises to the Lessee
or
fails to ensure that the Expansion Premises are fit for use as requested
by the Lessee, including a situation when this situation was caused
by the
breach of Lessor’s obligation under Clause 1.8.6 or 1.8.7 below,
(hereinafter referred to as the “Expansion
Breach”),
it shall be obliged to pay a contractual penalty to the Lessee in
the
amount of 25 eurocents per square meter of the required size of the
Expansion Premises per day of delay, but up to the maximum amount
of EUR
500,000. If the Lessor fails to remedy its Expansion Breach within
additional 6 months, the Lessee shall be entitled to terminate this
Lease
by serving a 2 months written notice to the
Lessor.
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| 1.8.6 |
In
addition to the above, the Lessor shall not be entitled to lease
the
Extension Option 1 and Extension Option 2 or the whole building in
which
they are to be situated within 12 months from the date hereof (for
avoidance of doubts the Lessor is not limited in leasing other premises
in
the building in which the Extension Option 1 and Extension Option
2 are
situated if the building is bigger than the Extension Option 1 and
Extension Option 2 and includes also other premises).
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| 1.8.7 |
Furthermore,
the Lessee shall have the right of first refusal for the lease of
the
Expansion Premises during the whole duration of this Agreement, i.e.
the
Lessor shall not be entitled to lease any of the Expansion Premises
(or
the whole buildings in
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which
the
Expansion Premises are situated - but the Lessor is entitled to lease premises
in those buildings other than the Expansion Premises) before first offering
the
Expansion Premises to the Lessee. The Lessee shall have a right to send the
Expansion Request within 4 weeks from the date when the Lessor delivered to
the
Lessee a written notice of its intention to lease the Expansion Premises (“Lease
Notice”). Should the Lessee fail to send the Expansion Request within such time
period or should it issue a written notice stating that it will not exercise
its
right of first refusal, the Lessor shall be free to lease the Expansion Premises
in question. Should the Lessor not sign the lease agreement or an agreement
on
future lease agreement with any third party within 1 year following the date
of
the Lease Notice, it shall be obliged to repeat the procedure described in
this
Clause 1.8.7.
| 1.8.8 |
If
the Lessee sends the Expansion Request in accordance with Clause 1.8.7,
the Parties shall follow the procedures described above under Clauses
1.8.1 till 1.8.5 above.
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II.
Early
Access, Hand Over
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2.1
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The
Lessee has been granted a right to visit and inspect the Premises
before
the execution of this Agreement free of charge.
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| 2.2 |
The
Property shall be handed over to be used in the full scope on the
date of
execution of this Agreement (hereinafter referred to as the “Hand
Over Date”). The
Parties declare that on the Hand Over Date the Property is fit for
use for
the purpose agreed under this Agreement regarding both its constructional
and its technical specifications. On the date hereof, the Parties
shall
sign the handover protocol in which they will identify defects of
the
Property to be removed by the Lessor. The Lessor shall remove all
such
defects within the shortest possible time, but not later than within
30
days after the Hand Over Date.
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| 2.3 |
Provided
that certain defects are identified at the hand-over and they are
stipulated in the Hand Over Protocol attached as Annex
No. 8 hereto,
the Lessor shall remove all the defects within the shortest possible
time.
Should such defects prevent the Lessee from the use of the Property
for
the intended purpose in accordance with this Agreement, the Lessee
shall
be entitled to the full or proportional reduction of the Rent. Rights
of
the Lessee stipulated in Clause 2.2 shall not be prejudiced by this
Clause
2.3. The Parties will negotiate in good faith to agree the amount
of such
reduction at the hand over of the Property.
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| 2.4 |
The
Lessor shall not bear responsibility for late hand over of the Property
if
it is caused by circumstances on part of the Lessee.
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| 2.5 |
The
Lessor is further obliged to construct for the Lessee and at the
Lessor’s
costs two loading bays specified in Annex
No. 10
hereto (hereinafter
referred to as the “Additional
Loading Bays”)
and hand them over to the Lessee no later than 1 April, 2008. As
of the
day of handover, the subject of the lease hereunder is extended by
the
Additional Loading Bays with no additional increase of the Rent and
no
special payments of the Lessee.
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| 2.6 |
Until
the completion of the Additional Loading Bays and their hand-over
for use
to the Lessee, the Lessee shall be entitled to use with other lessees
of
the Building two existing loading bays of the Building (hereinafter
referred to as the “Existing
Loading Bays”)
for no special payment of the Lessee.
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III.
Purpose
of the Lease, Scope of Business
| 3.1 |
The
Premises shall be used by the Lessee in accordance with their technical
specification as a production / warehouse facility with clean premises,
office and sanitary areas in accordance with the Use Permit or any
change
thereto made in the future or any permit that replaces the Use Permit
and
the Exclusive Parking Lots as passenger car parking lots. Detailed
specification of the use of individual parts of the Property by the
Lessee
is enclosed as Annex
No. 5
hereto. The Lessee is entitled to use the Property in accordance
with the
scope of business as stipulated in the Annex
No. 4
hereto.
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| 3.2 |
The
Lessee shall be obliged to abide by all the existing administrative
permits regulating the use of the Property. The Lessor undertakes
not to
initiate any proceedings regarding a different use of the Property
without
a previous written approval by the Lessee unless it is required by
applicable law.
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| 3.3 |
The
Lessee is entitled to decide on alteration of the use of individual
parts
of the Property as long as such use is in accordance with the
administrative permits regulating the use of the Property
provided the Lessor has been informed about such change of use in
writing
prior to filing any application and does not unreasonably oppose
to it
within 7 (seven) days from the receipt of the
information.
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IV.
Term
of Agreement and its Termination
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4.1
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The
lease of the Property shall start on the date of this Agreement
(hereinafter referred to as the “Commencement
Date”).
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This
Agreement is concluded for a definitive period of time until 30 June, 2008
(hereinafter referred to as the “Term”).
The
Term may be extended by the Lessee until 1 October, 2017 by delivery of a
written notice of the Lessee by means of registered mail to the Lessor no later
than 30 April, 2008 (hereinafter referred to as the “First
Extended Term”).
This
extension notice of the Lessee shall have no effects and this Agreement shall
terminate on 30 June, 2008 if no written agreement is reached between the
parties by 30 April, 2008 with respect to the (i) Technology and its operation
and ownership, and (ii) Equipment and its use.
This
Agreement may be further extended 3
times
for another period of 5
calendar years
following the First Extended Term by delivery of a written notice of the Lessee
by means of registered mail to the Lessor at least 12 (twelve) months before
the
expiration of the First Extended Term or previous Further Extended Term
(hereinafter referred to as the “Further
Extended Term”).
(First
Extended Term and Further Extended Term hereinafter referred to as the
“Extended
Term”).
| 4.2 |
The
Lessor is authorized to an early termination of this Agreement by
delivery
of a registered letter with 30 (thirty) days notice period in case
any of
the events listed below occurs:
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(a)
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the
Lessee is in default with the performance of financial obligations
due
under this Agreement for more than 30 (thirty) consecutive days;
or
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| (b) |
the
Lessee breaches its obligation to use the Property in compliance
herewith,
namely with Article III. hereof;
or
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| (c) |
the
Lessee carries out substantial structural changes on the Property
without
the prior consent of the Lessor; or
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| (d) |
the
Lessee subleases the Property without the prior written consent of
the
Lessor; or
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(e)
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the
Lessee does not deliver and keep valid a Guarantee in the form as
attached
in Annex
No. 7
hereto; or
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| (f) |
the
Lessee is declared bankrupt or the bankruptcy petition is rejected
due to
lack of Lessee's Property;
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and
at the
same time, regarding the reasons given under clauses b) to e) it applies that
the
Lessor is authorized to give a notice to the Lessee only after the Lessee failed
to redress breach of any of its obligations within 60 (sixty) consecutive days,
and in case of the reason given under clause a) within 30 (thirty) days, after
receipt of a written reminder describing the default of the Lessee and including
the notice that due to such default this Agreement may be subject to early
termination.
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4.3
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In
case of early termination of this Agreement by the Lessor in accordance
with Clause 4.2 hereof, the Lessee shall pay to the Lessor the contractual
penalty as follows:
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a)
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until
the expiry of the 5th
(fifth) year of duration of this Agreement: 36
times of the then applicable monthly rent;
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b)
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between
the 5th
(fifth) and 10th
(tenth)
anniversary of this Agreement and during any Further Extended Term:
24
times of the then applicable monthly rent,
but not more than the remaining Rent to be paid until the expiry
of the
respective Extended Term;
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| 4.4 |
The
Lessor and the Lessee shall be responsible for the behavior and negligence
of their representatives and
employees.
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4.5
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The
Lessee is entitled to prematurely terminate this Agreement within
30
(thirty) days notice given to the Lessor by a registered letter in
case
any of the events listed below occur:
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(a)
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the
Lessee was unable to use (i) the whole Property for more than 30
(thirty)
days without the Lessee being at fault or (ii) any part of the Property
resulting in the Lessee’s production activity in the Premises being
discontinued for more than 30 (thirty) days without the Lessee being
at
fault; or
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(b)
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the
Lessee was unable to use 60 % or more of the Property for more than
45
(forty five) days without the Lessee being at fault or (ii) any part
of
the Property resulting in the Lessee’s production activity in the Premises
being reduced by more than 30% for more than 45 (forty five) days
without
the Lessee being at fault; or
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(c)
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the
Lessee could not use any of the connections to the public suppliers
of
utilities and/or the Lessor failed to supply the Lessee with the
utilities
for more than 30 (thirty) days without the Lessee being at fault;
or
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(d)
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the
canteen referred to in Clause 6.6 will be out of operation for more
than
30 (thirty) days or the Lessee’s employees will be prevented from the
access and use of the canteen by the Lessor or by the canteen’s operator;
or
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(e)
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the
representations of the Lessor contained in Clause 1.2 proved to be
breached or misleading; or
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(f)
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the
Additional Loading Bays will not be completed and handed over to
the
Lessee for use by 1 June, 2008; or
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(g)
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the
Lessee will not be allowed use of the Existing Loading Bays or Additional
Loading Bays for than 30 (thirty) days;
or
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(h)
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the
Lessor failed to comply with any and all conditions of the confirmation
of
the results of the composition proceedings, as contained in the decision
of the Regional Court in Ostrava No. 36 Kv 1/2006 - 302, which came
into
legal effect on January 30,
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2007
and
such failure has a negative effect on the Lessee’s operations and/or the use of
the Property; or
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(i)
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the
Lessee was unable to use the Equipment during the Term due to the
fault of
the Lessor for more than 30 days,
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and
at the
same time the Lessee is
authorized to give a notice to the Lessor only after the Lessor has failed
to
redress breach of any of its obligations within 30 (thirty) consecutive days
after receipt of a written reminder describing the default of the Lessor and
including the notice that due to such default this Agreement may be subject
to
early termination.
| 4.6 |
Intentionally
left blank.
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| 4.7 |
In
case of the premature termination of this Agreement by the Lessee
in
accordance with Clause 4.5, 1.4 or 1.8 hereof, the Lessor shall (for
the
respective breach of this Agreement) pay to the Lessee the contractual
penalty amounting to 36 times of the then applicable monthly rent
if this
Agreement is terminated until the expiry of the 5th (fifth) year
of
duration of this Agreement and 24 times of the then applicable monthly
rent, but not more than the remaining Rent to be paid until the expiry
of
the respective Extended Term, if this Agreement is terminated between
the
5th (fifth) and 10th (tenth) anniversary of this Agreement and during
any
Further Extended Term. Number of days of delay shall be counted as
of the
4th
day of receipt of written reminder describing default and including
the
notice that non-curing of default within the above specified grace
period
is the reason for the early termination hereof and creates the right
to
claim the contractual penalty.
|
|
4.8
|
However,
in case of events listed under Clause 4.5. above, the Lessor shall
not be
obliged to pay the contractual penalties if the Lessee has not been
able
to use the Property due to reasons of force majeure or any other
reason
than a fault of the Lessor or third parties or reasons under Lessor’s
control..
|
| 4.9 |
Termination
for Convenience.
The Lessee may prematurely terminate this Agreement by notice without
any
reasons to be stated with at least 12 months notice and with the
break fee
in the amount of the 12 monthly then applicable Rent payments by
1 July,
2014, i.e. provided that the notice is delivered to the Lessor at
least 12
months before 1 July, 2014.
|
| 4.10 |
The
Lessee is further entitled to prematurely terminate this Agreement
by
notice with immediate effects if the Lessor is declared bankrupt
or if any
similar decision is issued by the relevant authority with respect
to the
Lessor and/or its assets.
|
V.
Rent
| 5.1 |
The
Lessee shall be obligated to pay to the Lessor the rent for the lease
of
the Property (hereinafter referred to as the “Rent“)
as follows:
|
The
total
yearly
base rent starting on 1 July, 2008 amounts to EUR 2,100,000
(in
words: two million one hundred thousand Euro) plus mandatory VAT.
The
Rent
does not include costs for the park management services as they are listed
and
calculated in the Article VI. hereof.
Total
rent for the period from the Commencement Date to 30 June, 2008 shall amount
to
EUR 1,575,000
(in
words:
one million five hundred and seventy five thousand euro) (“Initial
Rent”)
plus
mandatory VAT.
| 5.2 |
The
Rent shall be paid quarterly in advance in Euro. Dates of taxable
supplies
are agreed as follows: (i) Initial Rent is considered to be the first
partial taxable supply and the date of taxable supply shall be 1
November,
2007, and (ii) the Rent in respect of future calendar quarters after
30
June 2008 is considered to be additional partial taxable supplies
and the
date of taxable supply shall be the first day of each calendar quarter.
The Lessor shall be issuing invoices that will meet the requirements
of
Czech tax law.
|
| 5.3 |
The
Rent amount and the park management fee shall be secured against
inflation
by annual
increase of 2% a year. The first indexation shall take place on
1st
January 2009.
|
| 5.4 |
The
Rent is paid duly if it is credited to the Lessor´s account on the due
date. The Initial Rent shall be due by 20 December, 2007. The Lessor
shall
issue its invoice with respect to the Initial Rent no later than
10 days
following the date hereof. The Rent for each quarter of the year
(following 30 June 2008) shall be due within 14 (fourteen) days following
the day of issuance of the respective invoice; the invoice shall
be issued
on the first business day of the first month of respective calendar
quarter, i.e. 1st
January, 1st
April, 1st
July, and 1st
October. In case the invoice has not been delivered to the Lessee
at the
latest on 5th
day after its issuance, the due date shall be postponed by the number
of
days the Lessor is in delay with such invoice
delivery.
|
| 5.5 |
The
Lessee shall be entitled to full or proportional reduction of the
Rent in
the case that the Lessee could not use the Property or any part thereof,
including the access to the Property, the use of utilities or the
Existing
or Additional Loading Bays (irrespective of reason, including acts
of
God), this all resulting in the operation of the Lessee’s plant/production
being halted, interrupted or substantially reduced without the Lessee
being at fault. Should, however, the reason that hinders the use
of the
Property be on the side of the supplier of the public utility, the
Lessee
shall be entitled to full or proportional reduction of the Rent only
after
7 (seven) days of interruption of/defects in the utilities
supplies.
|
| 5.6 |
The
Parties shall be entitled to assign their monetary receivables arising
under this Agreement to a company belonging to the same group of
companies
as each of the Parties. The Lessor shall be obliged to assign its
receivable corresponding to the Initial Rent no later than within
30 days
following the execution of this Agreement to its parent company CTP
Products B.V. In addition, the Lessee shall be both entitled and
obliged
to assign its debt corresponding to the Initial Rent to its parent
company, Telegen Corporation, and the Lessor hereby explicitly agrees
with
such assignment and with the assumption of the Lessee’ debt corresponding
to the Initial Rent by the parent company of the Lessee, Telegen
Corporation. The Parties declare and agree that no further consent
of the
Lessor as a creditor of the Lessee is necessary for the assumption
of the
Lessee’s debt corresponding to the Initial Rent. Should the Lessor fail
to
assign its receivables corresponding to the Initial Rent to CTP Products
B.V. or should CTP Products B.V. not become or cease to be the owner
of
the assigned receivables, the Lessee shall be entitled to cancel
the
assignment of the debt corresponding to the Initial Rent so that
the
Lessee would be again the entity solely obliged to pay the Initial
Rent.
|
| 5.7 |
The
Parties hereby declare that at or around the date hereof, their parent
companies and the Lessor shall have entered into an agreement governed
by
US laws to stipulate for the mechanism of the settlement of the Initial
Rent.
|
VI.
Park
Management Services and Fee
| 6.1 |
Apart
from the Rent the Lessee shall pay to the Lessor the park management
services costs connected to the use of the Property in accordance
with
this Article VI. Park
management
|
services
are the expenses and costs connected with the operation and maintenance of
the
Property and the common areas of the Park
to
be
provided by the Lessor.
| 6.2 |
Park
management provided by the Lessor includes the following
services:
|
|
·
|
Office
waste disposal up to 1,500
kg
per month;
|
|
·
|
Cameras
and security lighting;
|
|
·
|
Security
of the Park and the controlled access (security gate) to the
Park;
|
|
·
|
Park
maintenance - green belts, connections, roads, Parking
Lots;
|
|
·
|
Snow
and ice removal from common areas (including all access roads, Parking
Lots) and from the yard adjacent to the Building; removal of snow
and ice
from roofs of the Building is
excluded;
|
|
·
|
General
lighting system;
|
|
·
|
Cleaning
- Park (including the access roads), the Building, the Parking Lots,
and
Premises outside; and
|
|
·
|
Park
publicity and sign-posting;
|
| 6.3 |
The
unit price for the services amounts to EUR 5 per year per 1 sq m
of the
area of the Premises, excluding 50% of the mezzanine areas, i.e.
excluding
3,580 sq m of the area of the Premises, therefore the total price
for
these services amounts to (5x 35,423) EUR
177,115
(in words: one hundred and seventy seven thousand one hundred and
fifteen
Euro) per
year
plus mandatory VAT. This
price shall be indexed
on
the same basis as the Rent in accordance with Clause 5.4 hereof.
|
| 6.4 |
The
park management fee shall be paid quarterly in advance in accordance
with
the same rules and principles as payment of the Rent, unless stipulated
otherwise below. First payment for the period until 31 December,
2007
shall be calculated as a figure for the whole calendar quarter (i.e.
from
1 October to 31 December 2007 - one quarter of the yearly fee) and
shall
be paid within 60 days from the date hereof. The second payment for
the
period between 1 January, 2008 until 30 June, 2008 shall be calculated
as
a figure for the whole two calendar quarters (i.e. half of the yearly
fee)
and shall be paid by 28 February, 2008.
|
|
6.5
|
The
Lessee shall be obliged to pay the cost for the consumed utilities
supplied by the public utilities suppliers. The Lessor shall conclude
contracts with the suppliers of utilities for the Lessee and the
Lessee
shall pay the costs of provided utilities to the Lessor on the basis
of
invoices issued by the suppliers and presented to him by the Lessor.
If
separate measuring of consumption is not possible, the cost shall
be paid
by the Lessee on the pro-rata
basis.
|
|
6.6
|
The
Lessor is obliged to secure the existence and a due service/operation
of a
canteen situated in the Building/within the Park for the whole time
of the
lease to be used inter
alia by
the Lessee’s employees. The price of the main dish will not exceed CZK 85,
however, will be increased in the future in such a way that the prices
will comply with market conditions at that time. There will be no
extra
charge for the Lessee for the operation of the
canteen.
|
|
6.7
|
The
Lessor shall maintain the level of security measures within the Park
and
the Building as described in Annex
no. 12
hereto throughout the Term and Extended Term of this Agreement. The
Lessee
shall have a right to request that the security measures within the
Park
or the Building are changed or improved on the Lessee’s costs which are to
be agreed in advance. The Lessor shall be obliged to implement any
such
changes or improvements (if such changes do not decrease the security
level within the Park) without undue delay from the request of the
Lessee
and upon agreeing on the costs
thereof.
|
VII.
Assignment,
Sublease, Use of Premises
|
7.1
|
The
Lessee is without limitation entitled to sublease the Property as
a whole
or in parts to the company belonging to the group company (defined
pursuant to the Section 66a of the Czech Commercial Code) of the
Lessee.
The Lessee is entitled to assign this Agreement to the company belonging
to the group company of the Lessee provided that (i) the Guarantee
issued
in accordance with the Article XVI., Section 16.6 hereof shall be
submitted to the Lessor prior to such assignment and remains effective
also after such assignment, as the case may be, and (ii) the Lessee
shall
not have any outstanding due payments hereunder and (iii) such assignment
shall be approved in advance by the Lessor not unreasonably withholding
the approval.
|
| 7.2 |
The
Lessee is entitled to further sublease the Property as whole or in
parts
in an unlimited number to other legal entities of the same or better
financial status than the Lessee and with a previous approval of
the
Lessor, which shall not be unreasonably withheld; the financial status
of
the legal entity shall be reviewed by the Lessor. The
Lessee undertakes not to further sublease the area to the companies
that
keep in store or process hazardous raw materials other than the Lessee
or
to the companies, which could have negative impact on the good reputation
of the CTPark.
|
|
7.3
|
In
the event of further sublease, the Lessee shall remain the contractual
party of the Lessor to the full extent and for the duration of this
Agreement and shall be fully liable for its
sublessees.
|
| 7.4 |
The
Lessee shall provide the Lessor with a list of chemicals used in
connection with its production,
should the
Lessor be obliged, under the relevant laws, to disclose such information
to state authorities.
The Lessor acknowledges that the list of chemicals might be subject
to the
intellectual property rights or a business secret (if the Lessee
notifies
the Lessor about this fact) and the Lessor thus agrees that it will
keep
any information obtained from the Lessee regarding the chemicals
strictly
confidential, including the relevant warning to the relevant state
authorities, to which the information will be disclosed.
|
|
7.5
|
The
Lessee is entitled to place advertising boards anywhere inside the
Premises provided that it does not violate any applicable laws,
regulations, decrees or permits by doing so. Placing of advertising
boards
outside of the Property or on the facade of the Building shall be
subject
to previous consent of the Lessor in terms of size and design of
the
advertising boards, the consent of the Lessor shall not be unreasonably
withheld. The Lessor is obliged to provide the necessary cooperation
to
the Lessee, in particular to provide it with the necessary approvals
required by the relevant public administration
authorities.
|
| 7.6 |
The
Lessor undertakes to allow and secure free and unrestricted access
for the
Lessee and his employees, officers, suppliers, customers and other
personnel at all times, 24 hours per day, 7 days a week thought all
gates
and any other access points and along all roads and paths to the
Property.
|
VIII.
Repairs
and Maintenance
| 8.1 |
The
Lessee shall perform (at its own expense) repairs and maintenance
of the
Premises in the following extent: day to day repair and maintenance,
repair, periodical revisions and maintenance of electrical (including
electrical doors) and compressed air equipment as well as installations
for heating and cooling (offices) and the sprinklers, but only in
case
such equipment, installations and sprinklers are located in the Premises
and they exclusively serve the Premises. For avoidance of doubts
the
Lessee shall not be responsible for repairs
and
|
maintenance
of those parts of equipment, installations and sprinklers that are before the
connecting point to those parts of equipment, installations and sprinklers
entering and serving the Premises. Furthermore, the Lessee shall repair the
defects caused by the operation of its plant. If
the
cost of repair of a defect not caused by the Lessee exceeds an amount
of
EUR
1,000/
every
time a repair is necessary and EUR 30,000/per year in the aggregate amount,
such
repair has to be carried out by the Lessor. In any case the maintenance of
the
equipment has to be carried out by the Lessee. If any broken part of the
Premises is under supplier’s guarantee, the repair shall be settled by
reimbursement from this supplier’s guarantee.
| 8.2 |
The
Lessor shall carry out (at its own expense) all the repairs and
maintenance of the Property, except for those specified within Clause
8.1
hereof; it shall particularly ensure repair and maintenance of the
ceilings, floors, roof, external walls and cladding, downspouts,
gutters
and mezzanine floors and all the structural elements of the Building
and
the Premises, roads, paths and car parks. Any repairs and maintenance
performed by the Lessor shall hinder the operation of the plant to
the
smallest possible extent.
|
| 8.3 |
The
Lessee shall be liable toward the Lessor for damage to the Property
caused
by the Lessee or its representative(s), employee(s) and
suppliers.
|
|
8.4
|
The
Lessee shall without unnecessary delay announce to the Lessor any
damage
to the Property, which the Lessee is not obliged to repair by itself.
The
Lessee shall be responsible for additional damage arisen as a result
of no
reporting of the primary damage as stipulated in the first
sentence.
|
|
8.5
|
The
Lessor shall perform any and all repairs and maintenance that it
is
obliged to carry out under this Agreement without undue delay and
within
the shortest possible time. If the Lessor fails to meet this obligation
after receiving a written reminder and within a reasonably extended
time
period, the Lessee is entitled to perform such repairs and maintenance
at
the Lessor’s expense and the Lessor is obliged to refund it to the
Lessee.
|
|
8.6
|
The
Lessee is aware of the fact that as an entity using the Property
for
operating its activities, it is obliged to secure fulfillment of
fire
safety obligations (including periodical revisions of fire installations)
pursuant to the Act No. 133/1985 Coll., on Fire Protection, as amended,
namely pursuant to Section 2, clause 2 of the Act on Fire Protection.
If
the Building is used by more lessees and there are any common areas
within
the Building used by these lessees or some of them, the Lessor shall
secure fulfillment of the above mentioned obligations and the Lessee
and
the other lessees shall pay the pro-rata share of the reasonably
accrued
and proven costs.
|
IX.
Structural
changes, introduction of machinery
| 9.1. |
The
Lessee is entitled to perform structural changes of Property (other
than
those in Clause 9.2) upon the previous written notice given by the
Lessee
to the Lessor. The Lessee shall be free in installing its equipment
and
technology in the Property as long as the Lessee complies with the
respective laws and permit
regulations.
|
| 9.2 |
The
structural changes concerning the core of the Building or requiring
a
building permit (in
Czech "Stavební povolení")
issued by the building authority or a notification (in
Czech “Ohlášení”)
to
the building authority shall only be performed with a previous written
consent of the Lessor, which shall not be unreasonably
withheld.
|
All
the
permits and approvals or notifications required for the structural changes
shall
be obtained by the Lessee at its own expense; the Lessor undertake to provide
the Lessee with all
reasonable
co-operation necessary for obtaining such permits. The accounting write-offs
of
the constructional adaptation cost in this case are included in the accounting
of the Lessee. Should any such changes be considered technical improvements
for
the purposes of Section 28(3) of the Income Tax Act, the Tenant is authorized
to
depreciate the value of such changes and the Lessor is obliged not to increase
the value of the Building by costs of such changes.
| 9.3 |
At
the termination of the Agreement the Lessee shall be
obliged to either (i)
remove all structural changes at its own expense in order to restore
the
Property to its original condition or (ii) leave the structural changes
in
the Property upon previous consent by the Lessor. If the Lessor approved
the structural change before its implementation, such approval is
considered as its previous consent for the purpose of this section
9.3.
|
| 9.4 |
The
Lessee shall document all the structural changes undertaken by it
in the
form of building plans and shall provide the Lessor with a copy of
such
plans free of charge.
|
| 9.5 |
Structural
changes of any kind shall be carried out by the authorized companies
while
observing all applicable legal regulations solely at the expense
and risk
of the Lessee.
|
X.
Right
of Inspection
| 10.1 |
The
representatives of the Lessor have the right to enter the Property
for the
purposes of inspection on the condition that they notify the Lessee
three
days ahead and arrange a meeting. No other persons shall be allowed
to
enter the Property without a prior written consent of the Lessee.
The
visits of representatives of the Lessor shall not hinder due operation
of
the plant. The Lessor’s visits shall always take place at the presence of
the designated representative of the
Lessee.
|
| 10.2 |
In
the case of immediate danger the Lessor is entitled to enter the
Property
at any time, however, only for the purpose of forestalling such dangerous
situations. In such case the Lessor shall notify the Lessee about
such
entry into the Property on the earliest possible
occasion.
|
| 10.3 |
The
Lessor is not entitled to take pictures within the Premises or make
other
records of the production line (or any part thereof). The Lessor
also
agrees that it will keep strictly confidential any and all information
obtained from the Lessee or from the inspection of the Premises regarding
the Lessee’s production.
|
XI.
Costs
and Fees
Each
party shall carry its own costs in connection with the conclusion of this
Agreement.
XII.
Return
of the Property
| 12.1 |
Upon
the termination of this Agreement shall be the Property handed over
to the
Lessor in the state as at the beginning of the lease under this Agreement
with permissible deviations from the original state of the Property
resulting from:
|
| (a) |
structural
changes made by the Lessee in accordance with Article IX., clause
9.1
hereof, and/or
|
|
(b)
|
usual
wear and tear.
|
After
the
inspection of the Property at the time of the hand-over to the Lessor a handover
protocol shall be mutually agreed and signed by the Lessor and the Lessee,
in
which the state as well as all defects of the Property shall be
recorded.
| 12.2 |
If
the Property is returned later than stipulated above due to the Lessee’s
fault, the Lessee shall pay a contractual penalty in the amount of
the
double daily Rent. The Lessor shall not be entitled to request any
unjust
enrichment from the Lessee and if it raises such request against
the
Lessee, the amount of the contractual penalty which the Lessee is
obliged
to pay hereunder, or has paid, decreases by the amount claimed by
the
Lessor as an unjust enrichment. If the Lessee already paid the contractual
penalty, the claim of the Lessor for the unjust enrichment shall
be
set-off against the claim of the Lessee against the Lessor for returning
of the relevant amount of the contractual penalty. Furthermore, the
Lessee
shall be obliged to pay the Park management fee as stated in Article
VI.
hereof.
|
|
12.3
|
Unless
agreed otherwise, upon the termination of this Agreement the Lessee
shall
remove all machinery and mechanical installations and pieces of equipment
brought in and owned by the Lessee at his own
expense.
|
XIII.
Insurance
| 13.1 |
The
Lessor shall conclude sufficient storm, fire, water (including flood
damage), liability, loss of utility, glass damage and other appropriate
property insurance for the Property in an amount sufficient to cover
the
costs for reconstruction of the
Property.
|
| 13.2 |
As
of the delivery of the Property and during the whole duration of
this
Agreement the Lessor shall conclude and maintain in effect a general
public liability insurance, covering claims, demands and actions
for
accidental injury or death, and for any liability arising from damages
to
Property of Lessee or third parties, in the amount not less than
EUR
600,000
(in
words: six
hundred thousand Euro)
per incident and EUR 1,500,000
(in
words: one
million five hundred thousand Euro)
in the aggregate in one policy year, related to, or connected with
the
Lessor´s employees, agents, visitors, contractors undertakings in relation
to the Property.
|
| 13.3 |
All
insurance provided for in this Article shall be valid and enforceable
policies issued by recognized and reputable insurance companies,
which are
authorized to do business in Czech Republic, copies of the insurance
policies shall be provided to the Lessee upon its
request.
|
| 13.4 |
In
case of casualty to the Property resulting in damage or destruction
to the
Premises, the Lessee shall promptly telephone the Lessor within 24
hours
after the casualty occurred (if the Lessee was present in the Premises)
and subsequently give written notice thereof to Lessor. The Lessor
shall
apply funds to begin restoration repairs immediately thereafter in
order
to restore the Property to its full use as soon as practicable. If
a
substantial part of the Property cannot be used, and if requested
by the
Lessee the Lessor shall use all best endeavors to secure suitable
facilities for the Lessee whilst the restoration of the Premises
is
undertaken under the conditions agreed between the
Parties.
|
| 13.5 |
The
Lessee
is
liable for all damage caused to the Property because of the faulty
use of
the Property by its representative(s), employee(s), visitors, contractors
and suppliers. The
Lessee shall take out and maintain at its own expense adequate operation
liability insurance as well as
|
adequate
insurance of its furniture and machinery covering in particular storm, theft
and
burglary.
| 13.6. |
The
Lessor is liable for all damage caused to the Lessee (including its
property) by the Lessor’s representative(s), employee(s), contractors or
other lessees.
|
XIV.
Governing
Law, Court Jurisdiction
| 14.1 |
This
Agreement shall be governed by the laws of the Czech
Republic.
|
| 14.2 |
The
Parties agree to resolve disputes that arise on grounds of this Agreement
primarily by way of negotiations and amicable settlement, in the
spirit of
the purpose of this Agreement and along the lines of the intentions
expressed herein. The Parties shall avoid everything that may lead
to
conflict and undertake to render each other the assistance necessary
to
bring this Agreement into existence and to implement and perform
under the
same. If, in the opinion of either of the Parties, no agreement can
be
reached even after talks on the level of the statutory representatives,
then either Party may refer the dispute to the court that has
jurisdiction.
|
XV.
Indemnity
| 15.1 |
Lessee
shall indemnify, defend, save and hold Lessor as well as the Lessor´s
agents, representatives or employees harmless from and against all
losses,
demands, claims, payments, suits, actions, recoveries and judgments
of any
nature and type brought by any third party against the Lessor by
reason of
any negligence or acts or omissions of Lessee, its agents,
representatives, or employees, during the
duration of this Agreement.
|
| 15.2 |
Lessor
will vice versa indemnify, defend, save and hold the Lessee, its
shareholders, employees, representatives and invitees harmless from
and
against any and all losses, damages, claims, payments, suits, actions,
recoveries and judgments of any nature and type brought by any third
party
against the Lessee by reason of any negligence or acts or omissions
of
Lessee, its agents, representatives, or employees, during the duration
of
this Agreement or arising from:
|
| (i) |
any
defects in the Property if they have not been caused by Lessee and
/or
Lessee’s occupancy and operation within the
Property;
|
| (ii) |
any
activity, work or things done either by the Lessor or with the Lessor´s
explicit permission in the Property;
and
|
| (iii) |
any
breach, violation, or non-performance (including negligence) by Lessor
or
any person authorized by Lessor or the employees, agents, or contractors,
of Lessor of any term, covenant, or provision of this Agreement or
any
law, ordinance, or governmental requirement of any kind.
|
XVI.
Final
Provisions
| 16.1 |
The
Lessee shall be obliged to provide the Lessor with an unconditional
parent
company guarantee in the form attached as Annex
no.7
hereto within 6 weeks from the conclusion hereof (hereinafter referred
to
as “Lessee’s Guarantee”).
The Lessee’s Guarantee is covering all financial risks arising under and
in connection with this Agreement, but its amount and thus the overall
financial exposure of the parent company shall be limited to the
amount
corresponding to 36 monthly Rent payments (level of Rent being the
original level of Rent agreed hereunder) for the first six years
of the
lease under this Agreement and by the amount corresponding to 24
monthly
of the Rent applicable for the sixth year of the lease for the remaining
duration of this Agreement. For avoidance of doubt the Parties agree
that
payment under the Lessee’s Guarantee will never exceed 36 monthly Rent
and, if no amount is claimed to be paid or paid within first six
years of
the lease, it will never exceed 24 monthly of the Rent applicable
for the
sixth year of the lease. The Lessee is obliged to keep this Lessee’s
Guarantee valid and enforceable and covering the above stipulated
amount
during the whole time of duration hereof. Should the Lessee breach
this
obligation or breach its obligation to provide the Lessee’s Guarantee to
the Lessor, the Lessor shall be entitled to a contractual penalty
equal to
EUR 500 (in words: five hundred Euro) for each day the event of default
is
lasting.
|
| 18.2 |
The
Lessor shall be obliged to provide the Lessee with an unconditional
parent
company guarantee in the form attached as Annex
no. 13
hereto within 6 weeks from the conclusion hereof (hereinafter referred
to
as “Lessor’s Guarantee”).
The Lessor’s Guarantee is covering all financial risks arising under and
in connection with this Agreement, but its amount and thus the overall
financial exposure of the parent company shall be limited to the
amount
corresponding to 36 monthly Rent payments (level of Rent being the
original level of Rent agreed hereunder). The Lessor’s Guarantee shall
expire (i) on the date when the Lessor fulfills all its obligations
and
conditions of the confirmation of the results of the composition
proceedings, as contained in the decision of the Regional Court in
Ostrava
No. 36 Kv 1/2006 - 302, which came into legal effect on January 30,
2007
or (ii) on 30 April, 2008, whichever occurs earlier (“Lessor’s
Guarantee Expiration Date”).
The Lessor is obliged to keep this Lessor’s Guarantee valid and
enforceable until the Lessor’s Guarantee Expiration Date. Should the
Lessor breach this obligation or breach its obligation to provide
the
Lessor’s Guarantee to the Lessee, the Lessee shall be entitled to a
contractual penalty equal to EUR 500 (in words: five hundred Euro)
for
each day the event of default is
lasting.
|
| 18.3 |
If
any provisions hereof become invalid, the rest of the provisions
shall not
be affected thereby. Parties shall replace such invalid provisions
by
other legally valid provisions, which shall be similar in their meaning
and purpose to the invalid ones.
|
| 18.4 |
The
rights and obligations resulting from this Agreement shall be assumed
by
the Parties’ legal successors.
|
| 18.5 |
Changes
and amendments to this Agreement shall require a written and legally
valid
agreement of both Parties hereof or their legal
successors.
|
| 18.6 |
The
address to which any reminders, notices or any other official mail
between
the Parties shall be sent is the address stated in the heading of
this
Agreement, unless another address has been announced by the Party
to the
other Party. All written notices under this Agreement shall be sent
via
registered mail.
|
| 18.7 |
This
Agreement has been executed in 3 (three) English counterparts. The
Lessor
shall obtain 2 (two) counterparts and the Lessee 1 (one) counterpart
hereof.
|
| 18.8 |
List
of annexes:
|
Annex
No.
1 - Technical Specification
Annex
No.
2 - Description of utilities provided by public suppliers and connections
thereto and the parameters of the DI water
Annex
No.
3 - Copy of the Use Permit
Annex
No.
4 - Scope of business to be performed by the Lessee within the
Premises
Annex
No.
5 - Detailed specification of the use of the Property by the Lessee
Annex
No.
6 - Site plan of the Property
Xxxxx
Xx.
0 - Xxxxx xx Xxxxxx’s Xxxxxxxxx
Xxxxx
Xx.
0 - Xxxx-xxxx protocol
Annex
No.
9 - Consent of Immorent with the execution of this Agreement
Annex
No.
10 - Specification of the Additional Loading Bays
Annex
No.
11 - Specification of the Expansion Premises
Annex
No.
12 - Specification of the Security Measures within the Park and the
Building
Annex
No.
13 - Draft of Lessor’s Guarantee
All
the
Annexes hereto shall form an integral part of this Agreement.
| 18.8 |
This
Agreement has been read and jointly discussed by the Parties to the
Agreement before its execution. The Parties hereby confirm that they
have
reached an agreement regarding all the contractual provisions
hereunder.
|
* * *
|
In
Prague on _________ 2007
|
In
Prague on __________ 2007
|
|
|
/s/
Xx. Xxx
|
/s/
Philip Glyn Styles
|
|
|
Multidisplay
s.r.o.
|
SENDIO
s.r.o.
|
|
|
Philip
Glyn Styles
|
||
|
the
executive
|
