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Exhibit 10.7
THIS INDENTURE made the 20th day of November One thousand nine hundred and
ninety two BETWEEN ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ AND ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ of ▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇ (hereinafter called "The Lessor") of the One
Part AND PREMIER GROUP LIMITED of ▇▇\▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇ (hereinafter
called "the Lessee" ) of the other part.
WITNESSETH as follows:-
A. IN THIS LEASE 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 respectively hereunder:-
A.1. "The Lessor" shall include the above mentioned Lessor and where the
context so admits or requires include their and each of their executors,
administrators and assigns and the owner or owners for the time being of
the reversion immediately expectant on the term hereby granted;
A.2. "The Lessee" shall include the above mentioned Lessee and where the
context so admits or requires include its successors in title and
REGISTERED IN THE REGISTRY OF DEEDS (DUBLIN) at
36 MINUTES AFTER 2 O'CLOCK ON THE 19 DAY OF
JANUARY 1993 BOOK 10 NO. 16 [ILLEGIBLE]
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permitted assigns.
A.3. "The Demised Premises" means the premises hereby demised by the Lessor to
the Lessee as more particularly described in the First Schedule hereto and
where the context so admits includes all easements rights and Privileges
appurtenant thereto and all buildings thereon.
A.4. "Rent" means the Rent from time to time payable hereunder whether the same
shall be in the amount hereby initially reserved or as increased pursuant
to the provisions in that behalf hereinafter or in any Schedule hereto
contained,
A.5. "Insured Risks" means subject always to such exclusions, excesses and
limitations as are normally available and as may be imposed by the
Landlord's insurers for the time being in respect of all or any of the
following risks:-
All or any loss or damage or prospective loss or damage by fire flooding
water burst pipes storm tempest lightning explosion earthquake impact
aircraft and other aeriel devices and articles dropped therefrom malicious
damage civil commotion riot public liability and such further
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risks or perils to or in connection with the demised premises as the
Lessor may in its absolute discretion from time to time determine and the
Lessors fixtures and fittings thereof including glass (but excluding plate
glass) and such fees expenses charges and monies of and incidental to the
rebuilding reinstatement or loss (whether total or otherwise) of the
demised premises or any part thereof as the Lessor may from time to time
reasonably deem it desirable to insure against including (but not by way
of exception);
A.5.01. Three years loss of rent from time to time payable out of the
demised premises;
A.5.02. Expenditure or anticipated expenditure in the demolition and
clearance of the demised premises.
A.5.03 All stamp duties payable on any building or like Contract coming
within the provisions of any Act or Acts now or hereafter in force
which said Contract may be entered into relative to the
reconstruction reinstatement or repair in full or in part of the
demised premises resulting from the destruction
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loss or damage thereof or thereto from any of the risks or perils
aforesaid;
A.5.04 A sum equivalent to 12.5% of the full replacement and reinstatement
cost of the demised premises (determined in the manner hereinafter
provided) in respect of Architects' Quantity Surveyors' and other
professional and consultancy fees;
A.6. "Planning Legislation" means the Local Government (Planning and
Development) Acts, 1963 to 1990 and any Act or Acts for the time being in
force amending extending or replacing the same and any Orders Regulations
or Directions issued under or by virtue of the said Acts or any Act or
Acts for the time being in force amending or replacing the same.
A.7. "Month" means calendar month and words derived therefrom shall be
construed accordingly.
A.8. Each covenant by the Lessee not to do any act or thing shall be deemed to
include a covenant not to permit or suffer that act or thing to be done.
A.9. "Machinery" means all plant machinery, apparatus
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and equipment on in or under the Demised Premises and used and serving the
premises including without limitation, generators, equipment for air
conditioning, ventilation, heating, cooling, fire alarm, fire prevention
and fire control and any lifts, plant and machinery which may from time to
time be installed in the Demised Premises at any time within the term.
A.10. "The Term" means 35 years from the 20th day of November, 1992.
B. All rights of entry exercisable hereunder by the Lessor shall extend to
and include the Architects, Engineers, Surveyors, Servants, Contractors,
Agents, Licensees and Employees of the Lessor.
C. The several Schedules hereto shall be deemed to be incorporated in and
form part of these presents and the provisions thereof shall apply and
operate as though the same were set forth ad longum herein.
1.01 In consideration of the rents herein reserved (and the increases provided
herein) and the other payments and the covenants on the part of the
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Lessee hereinafter reserved and contained the Lessor hereby demises unto
the Lessee ALL THAT AND THOSE the premises described in the First Schedule
hereto EXCEPTING AND RESERVING unto the Lessor its Lessees Licensees and
all other persons authorised by the Lessor the rights, interests and
easements specified in the Second Schedule hereto TO HOLD the same unto
the Lessee from the 20th day of November 1992 for a term of 35 years
YIELDING AND PAYING by way of Bankers Order or such other manner as the
Lessor in its absolute discretion may specify therefor and thereout during
each of the first five years of the term ending on the 19th day of
November 1997 the yearly rent of IR(pound)60,000.00 without any deduction
payable quarterly in advance at the rate of (pound)15,000.00 per quarter
on the 20th day of November, 20th day of February, 20th day of May and
20th day of August in every year of the term and thereafter during each of
the successive periods of five years which the first shall begin on the
20th day of November 1997 a rent equal to (a) the rent payable hereunder
during the immediately preceding year or (b) such revised rent as may from
time to time be ascertained in accordance with the provisions in that
behalf contained in the Third Schedule hereto (whichever
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shall be the greater) and the rent throughout the entire of the term shall
be paid in advance without deductions, the first payment to be made on the
signing hereof.
1.02 AND ALSO PAYING by way of additional rent the amount or amounts payable by
the Lessor for insuring the Demised Premises against the Insured Risks and
other matters referred to in Clause 4.00 (including the cost of periodic
valuations for insurance purposes) the first such sum shall be payable on
the execution hereof and thereafter on demand.
2. The Lessee to the intent that the obligations hereby created shall (save
where otherwise stated) continue throughout the term hereby granted
covenants with the Lessor in manner following that is to say:
2.01. Covenants to Pay Rent, Rates, and Outgoings
2.01.01. To pay the rent and all other sums hereby reserved on the days and
in the manner herein provided without any deductions.
2.01.02. To pay and discharge all existing and future
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rates, taxes, duties, charges, assessments, outgoings and all
impositions whatsoever whether parliamentary, parochial local or any
other description which are now or may at any time be assessed taxed
charged imposed upon levied or be payable in respect of the demised
premises or any part thereof or upon or by the owner or occupier
thereof or any part thereof or any rent issuing thereout or any part
thereof or if the Lessor shall be liable to pay and shall pay any
such rate, tax, duty, charge, assessment, outgoing or imposition
then the Lessee shall on demand refund to the Lessor any sum or sums
so paid by it.
2.01.03. To pay and discharge all sums due for electricity, telephone, gas or
water (or other fuel or service) used or consumed on the demised
premises.
2.02 COMPLY WITH LOCAL AUTHORITY REQUIREMENTS
2.02.01 At the Lessees own expense observe and comply in all respects with
the provisions and requirements of any and every enactment for the
time being in force or any orders or
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regulations thereunder for the time being in force and to do and
execute or cause to be done and executed all such works as under or
by virtue of any such enactment or any orders or regulations
thereunder for the time being in force are or shall be properly
directed or necessary to be done or executed upon or in respect of
the demised premises or any part thereof whether by the owner,
Landlord, Lessee, Tenant or Occupier and at all times to keep the
Lessor indemnified against all claims, demands and liability in
respect thereof and without derogating from the generality of the
foregoing to comply with the requirements of any local or other
statutory authority and the order or orders of any Court of
competent jurisdiction.
2.02.02. At all times during the said term to comply with all the
recommendations or requirements of the appropriate Authority whether
notified or directed to the Lessor or the Lessee (who shall notify
expeditiously the other) in relation to fire precautions and to
indemnify the Lessor against any costs or expenses in complying with
such recommendations or requirements and not to
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obstruct the access to or means of working any apparatus and
appliances for the time being installed in the demised premises.
2.02.03. To execute all such works as may be necessary for abating any
nuisance in obedience to a notice lawfully served by a local or
public Authority or pursuant to any Court Order.
2.02.04. Not to obstruct the access to or the means of working of any fire
prevention or fire detection system and not obstruct any emergency
exit in the Demised Premises.
2.02.05. If required to comply with the recommendations of the insurers to
provide and install such safety devices as may be required and to
install same at the Lessor's direction and at the Lessee's expense.
2.02.06. To comply generally with all and requirements and recommendations of
insurers of the Demised Premises in so as they relate thereto and to
indemnify keep indemnified the Lessor against costs or expenses in
complying with all and
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any such requirements and recommendations.
2.03. COVENANTS TO REPAIR AND MAINTAIN.
2.03.01 At all times during the said term to keep clean and tidy and to
repair, replace, reinstate and put and keep in good order repair and
condition from time to time and at all times the entire of the
demised premises interior and exterior and all parts thereof and all
buildings now or hereafter erected thereon and every part thereof
(whatsoever their present condition) and all additions thereto and
without derogation from the generality of the foregoing the Lessor's
fixtures and fittings therein and all pipes, drains, wires, cables,
meters, channels, sewers, sanitary and water apparatus and all other
installations and other things within the demised premises and all
walls and fences roofs structures foundations timbers joists and
beams of the floors and ceilings chimney stacks gutters door locks
plate glass and other window fixtures in good and substantial order
repair and condition and when necessary renew and replace all
machinery therein AND
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in the like condition to surrender and quietly yield the demised
premises up at the expiration or sooner determination of the term
hereby granted.
2.03.02 At all times during the said term to keep the demised premises neat
and tidy and in good decorative order throughout and to maintain a
clean and attractive appearance in the same at all times during this
demise.
2.03.03. No Clause
2.03.04. Not to bring or keep or suffer to be brought or kept on the Demised
Premises or any part thereof any dump rubbish or scrap heap or
anything which in the opinion of the Lessor is or may become
unclean, unsightly, noisesome, offensive or dangerous or calculated
or liable to detract from the quality amenity or reputation of the
Demised Premises and so often as it shall be necessary or desirable
to remove from the Demised Premises all such refuse rubbish and
scrap which may accumulate or be placed thereon.
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2.03.05 To keep such part of the land forming part of the Demised premises
as is not built on and the forecourt car parking spaces grass
gardens and any trees shrubs and ▇▇▇▇▇▇ in proper and neat order and
condition and any ditches streams culverts and watercourses properly
cleared and cleaned and the banks thereof in proper repair and
condition.
2.03.06 Not to place or deposit or allow to be placed or deposited for sale
or otherwise any goods articles or things so as to obstruct or allow
to be obstructed the forecourt or car parking areas surrounding or
comprised in the Demised Premises.
2.03.07. Once (at least) in every five years of the said term and in the last
year of the said term (whether determined by affluxion of time or
otherwise) to paint in a proper and workmanlike manner all the
internal wood metal and other internal parts of the demised premises
and all additions thereto usually or requiring to be painted or
which ought to be so painted with at least three coats of good oil
paint and in such colours as the Lessor shall have first approved of
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in writing and to prepare grain varnish french polish colour
distemper wash stop whiten in a proper and workmanlike manner and
repaper all the internal parts of the demised premises and all
additions thereto usually or requiring to be so treated or which
ought to be so treated with suitable materials and in such colour or
colours as the Lessor shall have first approved of in writing.
2.03.08 Once (at least) in every five years of the said term and in the last
year of the said term (whether determined by affluxion of time or
otherwise) to paint in a proper and workmanlike manner all the
external wood metal and other external parts of the demised premises
and all additions thereto usually or requiring to be painted or
which ought to be so painted with at least three coats of good oil
paint and in such colours as the Lessor shall have first approved of
in writing and to prepare grain varnish french polish colour
distemper wash down repoint whiten in a proper and workmanlike
manner all the external parts of the demised premises and all
additions thereon
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usually or requiring to be so treated or which ought to be treated
with suitable materials and in such colour as the Lessor shall have
first approved of in writing, and where necessary and wherever
appropriate treat with suitable preservative all stone work, brick
work, concrete and other finishes to the reasonable satisfaction of
the Lessor.
2.03.09 Concurrently with each such external painting to wash down and
cleanse all external services of the demised premises which are
usually or normally so dealt with.
2.03.10. To clean and treat the external and internal surfaces of the windows
of the demised premises at least once every two months.
2.03.11. As often as may be necessary to clean and treat all tiles, glazed
bricks, aluminium windows and doors and similar washable surfaces.
2.03.12. To install such curtains and blinds in or on the windows of the
demised premises or otherwise serving the same as the Lessor may
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from time to time reasonably require in that behalf.
2.03.13. Not to substitute any blinds, shutters or curtains in or on the
windows of the demised premises without first obtaining the consent
in writing of the Lessor nor to put or display on or in the demised
premises any unsightly object which shall be visible from the
exterior thereof.
2.03.14. To keep all parts of the demised premises upon which there are no
buildings erected in a neat and tidy condition and adequately
surfaced and free from weeds and further to ensure that all
landscaped areas are properly cultivated and maintained and all
trees (if any) preserved.
2.04. COVENANTS NOT TO MAKE ALTERATIONS WITHOUT THE CONSENT OF THE LESSOR
2.04.01. Not to erect or suffer to be erected any new buildings or erection
on the demised premises, or to alter, add to, cut, maim or injure or
suffer to be altered, added to, cut, maimed or injured the demised
premises
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or any part thereof to include, without prejudice to the generality
of the foregoing any of the ceilings roofs walls floors or timbers
or electric cables, switches, junctions or points or the pipes taps
or other apparatus of or the machinery on the demised premises,
without the prior consent in writing of the Lessor (which consent
shall not be unreasonably withheld however it will be reasonable to
withhold Consent if said alteration would detract from the value of
the Demised Premises).
2.04.02. No to make or suffer to be made thereto any structural alteration
addition or change or to make or suffer to be made any alteration,
addition or change in the internal lay-out thereof or alter or
change or suffer to be altered or changed the plan elevation or
architectural decorations thereof or alter add to cut maim injure or
change or suffer to be altered added to cut maimed or injured or
changed any of the Lessor's fixtures and fittings and appliances in
and about the demised premises without the prior consent in writing
of the Lessor (which Consent shall not be unreasonably withheld
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however it will be reasonable to withhold Consent if said alteration
would detract from the value of the Demised Premises).
2.04.03. To submit to the Lessor such Plans Drawings and Specifications as
may reasonably be required in the consideration of any proposed
alterations or additions and in respect of any alterations or
additions for which the Lessor's consent in writing has been granted
and to restore if so requested by the Lessor the demised premises to
their former state at the end or sooner determination of the term
hereby granted.
2.04.04 Not to erect any temporary partitions without the prior consent in
writing of the Lessor (which Consent shall not be unreasonably
withheld. It will be reasonable to withhold Consent if said
alteration would detract from the value of the Demised Premises)
PROVIDED HOWEVER that where such written consent shall be
forthcoming the Lessee shall comply with all statutory requirements
or requirements of any local or Statutory or Public or other
Authority and in particular the requirements of the Local
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Fire Authority.
2.04.05 Not without the consent in writing of the Lessor to carry out or
suffer to be carried out in over or under the demised premises any
development as defined by the Planning Legislation (which Consent
shall not be unreasonably withheld. It will be reasonable to
withhold Consent if said alteration would detract from the value of
the Demised Premises) nor to do or omit or suffer to be done or
omitted anything on or in connection with the demised premises the
doing or omission of which would be a contravention of the Planning
Legislation or of any notices, orders, licences, consents, or
permissions served made granted or imposed thereunder or under any
enactment repealed thereby and to indemnify the Lessor (as well
after the expiration of the said term of affluxion of time or
otherwise as during its continuance) and keep indemnified the Lessor
against all actions, proceedings, damages, penalties, costs,
charges, claims and demands in respect of such acts and omissions or
any of them and against the costs of any application for Planning
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Permission and the works and things done in pursuance thereof.
2.04.06. No Clause.
2.04.07 In the event of the Lessor giving written consent to any of the
matters in respect of which the provisions of this Lease or
otherwise and in the event of permission from any Planning Authority
under the Planning Legislation being necessary for any addition
alteration or change in or to the Demised Premises or for the change
of user thereof to apply at the cost of the Lessee to the Local and
Planning Authorities for all consents and permissions which may be
required in connection therewith and to give notice to the Lessor of
the granting or refusal (as the case may be) of all such consents
and permissions forthwith on the receipt thereof.
2.05. COVENANT TO NOTIFY LESSOR OF ALL NOTICES
2.05.01 Within seven days of the receipt of any notice, order or proposal
for a notice or order served on the Lessee or made, given or
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issued to the Lessee by any Government Department or Local or public
Authority by virtue of any statutory power to produce such
permission, notice or order or proposal for a Notice or Order to the
Lessor and also without delay to take all necessary Steps to comply
with any such notice or order and also at the request of the Lessor
but at the cost of the Lessee to make or join with the Lessor in
making objections or making representations against or in respect of
any such notice, order or proposal as aforesaid as the Lessor shall
deem expedient.
2.06. REMOVE ANY BREACH OF COVENANT
2.06.01. On the request in writing of the Lessor or its agents forthwith to
pull down and remove any building erection alterations or addition
erected placed or made in breach of any of the foregoing covenants
and if any portion of the demised premises has been altered pulled
down or removed in breach of any of the foregoing covenants upon
such request in writing as herein provided forthwith to amend
restore replace or rebuild the demised premises according to
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the original plans and elevations thereof.
2.07 COVENANTS NOT TO CREATE NUISANCES
2.07.01 No to do or suffer or bring in or upon the demised premises any
thing which shall be noisy or cause vibration or which shall be
either dangerous or a nuisance to the Lessor or to adjoining owners
or occupiers or to any other party or the neighbourhood.
2.07.02 Not to do or suffer to be done upon or in connection with the
demised premises or any part thereof anything which may be or become
a danger annoyance nuisance inconvenience or disturbance to the
Lessor.
2.07.03. To pay all costs, charges and expenses which may be incurred by the
Lessor in abating any danger, annoyance, nuisance, inconvenience or
disturbance in respect of the demised premises.
2.08. COVENANT NOT TO OVERLOAD THE DEMISED PREMISES
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2.08.01. Not to do or suffer or bring in or upon the demised premises any
thing which in the opinion of the Lessor shall be liable to damage
the structure of the demised premises or any adjoining premises or
cause any weight or strain in excess of that which the demised
premises are capable of bearing with due margin for safety and in
particular not to overload the floor area or the electrical
installations or the other services of in or to the demised premises
nor to suspend any excessive weight from the ceilings or walls
stanchions or the structure thereof.
2.08.02. The Lessee shall pay to the Lessor on demand all costs reasonably
incurred by the Lessor in obtaining the opinion of a qualified
structural engineer as to whether the structure of the demised
premises is being or is about to be overloaded such costs only to be
the liability of the Lessee in the event of overloading or likely
future overloading.
2.9. COVENANT TO GIVE NOTICE TO THE LESSOR OF ANY CLAIM AFFECTING THE
PREMISES
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2.9.01. To give immediate notice to the Lessor of any claim affecting the
demised premises or any part thereof.
2.10. COVENANTS IN RESPECT OF ASSIGNMENTS
2.10.01. Not without the consent of the Lessor (and subject as hereinafter
provided) to assign transfer or underlet or part with or share the
possession or occupation of the demised premises or any part thereof
or suffer any person to occupy the demised premises or any part
thereof as a Licensee or as concessionaire BUT THAT NOTWITHSTANDING
the foregoing the Lessor shall not unreasonably withhold its consent
to an Assignment transfer or underletting of the entire of the
demised premises PROVIDED ALWAYS that the Lessor shall be deemed to
be acting reasonably should it refuse to consent to the assignment
transfer or underletting of the demised premises to an Assignee or
undertenant which shall not have given the Lessor satisfactory proof
that it can meet the obligations to pay the rent and perform the
covenants and obligations provided in this Lease or pay the rent
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reserved by the underlease or perform the covenants and obligations
provided in the underlease as the case may be.
2.10.02. In the following sub-sub-clauses of this sub-clause 2.10.02 the word
"assignment" shall include any transfer underletting parting with
possession or occupation of the demised premises and the word
"assignee" shall be construed accordingly.
2.10.03. The Lessee shall prior to any such assignment apply to the Lessor
and give all reasonable information concerning the proposed assignee
as the Lessor may require.
2.10.04. The Lessor's consent to any such assignment shall be given in
writing.
2.10.05. In the case of an under-lease (save by way of Mortgage) the same
shall be of the entire of the demised premises and the under-lessee
if required by the Lessor shall enter into a direct covenant with
the Lessor to perform and observe all the covenants (other than that
for payment of the rent hereby reserved) and conditions herein
contained
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and every such under-lease shall also be subject to the following
conditions, that is to say that it shall contain:-
(a) an unqualified covenant on the part of the under-Lessee not to
assign transfer under-let or part with or share the possession or
occupation of part only of the premises thereby demised;
(b) a covenant on the part of the under-lessee not to assign transfer
under-let or part with or share the possession or occupation of the
whole of the premises thereby demised without obtaining the previous
consent in writing of the Lessor;
(c) a covenant condition or proviso under which the rent reserved by the
under-lease shall be reviewed at the same times and in the same
manner as provided in this Lease;
(d) a covenant condition or proviso under which the rent from time to
time payable under such under-lease shall not be less than the rent
from time to time payable hereunder;
(e) a covenant that any under-Leases granted out of such under-Lease
whether immediately or mediately shall contain provisions similar to
those hereinbefore in this paragraph
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2.10.05 contained;
(f) covenants and conditions in the same terms as nearly as
circumstances admit as those contained in this Lease, which the
Lessee covenants to enforce at its own expense;
(g) A covenant not to vary the terms of any permitted Under-Lease
without the prior consent of the Lessor or accept any surrender
without the consent of the Lessor such consent not to be
unreasonably withheld.
2.10.06. The Lessee shall be entitled, but not without the consent of the
Lessor, to sublet part only of the premises provided that any such
sub-letting shall comprise an entire floor of the premises and shall
be for a period not greater than two years and nine months and under
no circumstances shall any sub-lessee or other party other than the
Lessee herein acquire any right to remain in the premises pursuant
to the Landlord & Tenant Acts and further that the provision as
contained in Clause 2.10 shall apply to any such sub-letting.
2.11. COVENANT NOT TO DISCHARGE DELETERIOUS MATTER
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2.11.01. Not to stop up obstruct or injure or suffer to be stopped up
obstructed or injured or to suffer oil grease or other noxious or
deleterious matters or substances to enter the drains sewers gutters
pipes channels and watercourses serving the demised premises and in
the event of the same becoming stopped up obstructed or injured to
make good as soon as practicable all such damage and any damage
thereby caused to the demised premises to the satisfaction of the
Lessor.
2.11.02 Not to discharge or allow to be discharged or passed any noxious
gases vapours or deleterious matters from the demised premises or
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 or any stream or river and not to do or omit or
allow or suffer to be done or omitted any act or thing whereby the
waters of any stream or river may be polluted or the composition
thereof so changed as to
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render the Lessor liable to any action or proceedings by any person
whomsoever.
2.12. COVENANT NOT To ADVERTISE
2.12.01. Not without the consent in writing of the Lessor to affix or display
or suffer to be affixed or displayed to or upon any part of the
demised premises any sign hoarding poster placard or advertisement
whatsoever which shall be visible from the outside of the demised
premises except such as in the opinion of the Lessor shall be
reasonably necessary in connection with the trade or business
lawfully carried on upon the demised premises and as shall be
approved in writing by the Lessor PROVIDED HOWEVER that nothing
herein contained shall amount to a consent to the affixing to or the
display or retention on the demised premises of any sign hoarding
poster placard or advertisement without such permission approval or
consent as may be requisite pursuant to Planning Legislation.
2.13. COVENANT TO PERMIT LESSOR AFFIX NOTICES FOR THE RE-LETTING OR SALE
OF THE PREMISES
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2.13.01. To permit the Lessor during the six months immediately preceding the
expiration or sooner determination of the term hereby granted to
affix and retain without interference upon any part of the demised
premises notices for the re-letting or sale of the same.
2.13.02 At all convenient hours in the daytime on seventy-two hours notice
being given to permit all prospective purchasers or dealers in the
reversionary interests of the Lessor by order in writing of the
Lessor or his agents to view the demised premises without
interruption but so that no undue interference is caused to the
business of the Lessee.
2.14. COVENANTS AS TO USER
2.14.01. Not without the consent in writing of the Lessor to use or permit or
suffer the demised premises or any part thereof to be used for any
purpose other than offices, showrooms and car parking subject to the
conditions set out at paragraph 2.14.02 (c) and not without the
Lessor's consent in
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writing to use or permit or suffer the same or any part thereof to
be used for any other purpose. IT IS HEREBY AGREED that it would be
reasonable for the Lessor to refuse to grant such consent to a
change of user of the premises on the grounds that such change of
user sought would substantially increase the rate of insurance in
respect of the demised or neighbouring or adjoining premises owned
by the Lessor.
2.14.02. Without prejudice to the generality of the foregoing provisions;
(a) not to use or suffer the demised premises or any part thereof to be
used as a residence or permit any person to sleep on the demised
premises nor to use or suffer the demised premises or any part
thereof to be used for public charitable or institutional purposes
nor in a manner not consistent with the requirements for the time
being of Planning Legislation;
(b) not to keep or allow to remain in or upon the demised premises any
animal save such as may be necessary for the protection of the
demised premises and not to use the demised
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premises for any illegal purpose or to hold or permit any auction
(including any auction of motor vehicles of any description) on the
demised premises.
(c) not without the consent in writing of the Lessor to keep or suffer
to be kept on the demised premises any material of a dangerous
combustible explosive or offensive nature (including petrol) or the
keeping of which may in law constitute a nuisance or require a
licence of some Local Public or other Authority.
2.14.03. So long as and as often as the demised premises or any part thereof
shall be used for the purposes of offices to comply with all the
requirements of the Factories Acts and Office Premises Act and of
any Act or Acts amending extending or replacing same and of any
Rules or Regulations made or to be made thereunder and with any
other obligations imposed by law in regard to the demised premises
and the carrying on of the trade or business for the time being
carried on upon the demised premises and to indemnify the Lessor
against all liability in respect of any contravention of such
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requirements.
2.15. COVENANT TO PREVENT ENCROACHMENTS AND NEW EASEMENTS
2.15.01 Not knowingly to permit or suffer encroachment upon the demised
premises or the acquisition of any new right to light passage
drainage or other easement on or over under the demised premises and
if any encroachment or easement shall be made or acquired or
threatened to be acquired forthwith to give notice to the Lessor and
at the costs of the Lessee to do all such things as may be proper or
necessary for the purpose of preventing the making of such
encroachment or the acquisition of such easement or right PROVIDED
ALWAYS that if the Lessee shall omit or neglect to do all such
things as aforesaid it shall be lawful for the Lessor to enter upon
the demised premises for the purpose of protecting the same.
2.16 COVENANT TO PAY V.A.T. STAMP DUTY AND REGISTRATION FEES
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2.16.01 To pay all Value Added Tax on the granting of this Lease and to pay
the Stamp Duty on this Lease and Counterpart and the costs of
registration hereof and to pay any Value Added Tax or other
substituted similar tax due on any rents payable hereunder and to
keep the Lessor indemnified against same.
2.17. COVENANT TO INDEMNIFY LESSOR
2.17.01 To indemnify and keep indemnified the Lessor against all and any
expenses costs claims demands damages and other liabilities
whatsoever in respect of the injury or death of any person or damage
to any property however arising directly or indirectly out of:-
(a) the state of repair or condition of the demised premises;
(b) the existence of any alteration thereto or to the state of repair of
condition of such alteration;
(c) the user of the demised premises;
(d) any work carried out or in the course of being carried out to the
demised premises by the Lessee its servants agents sub-lessees or
sub-tenants;
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(e) anything now or hereafter attached to or projecting therefrom or any
other cause arising out of the demised premises.
2.18. NOT TO STORE DANGEROUS SUBSTANCES
2.18.01 Not to have store or keep upon the demised premises or any part
thereof any substance of an explosive or of an especially
inflammable or dangerous nature or such as might increase the risk
of fire or explosion or which might attack or in any way injure by
percolation corrosion or otherwise the demised premises or the
keeping or use whereof may contravene any statute or local
regulation or bye-law and not to house or operate or permit to be
housed or operated in or upon the demised premises or any part
thereof any engine or machinery of any kind other than the usual
machines relating to the Lessee's business and which are not likely
to cause any undue vibration or be or become a nuisance annoyance or
disturbance to any other tenants or occupiers in any adjoining or
neighbouring premises.
2.19. LESSOR'S ACCESS
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2.19.01. To permit the Lessor (on giving the Lessee reasonable notice) at all
reasonable times to enter the demised premises for the purpose of
viewing the state of repair and condition thereof and to take
Inventories of the Lessor's fixtures therein and to ensure that
nothing has been done that constitutes a breach of any of the
covenants herein contained.
2.19.02. To permit the Lessor to remedy, repair and make good all breaches
defects and wants of reparation for which the Lessee is liable
hereunder of which written notice shall be given by the Lessor to
the Lessee and of which the Lessee shall be liable to remedy repair
or make good under the covenants herein contained within one
calendar month after the giving of such notice.
2.19.03. Should the Lessee at any time make default in the performance of any
of the covenants herein contained for or in relation to the repair
maintenance or decoration of the demised premises it shall be lawful
for the Lessor or the Lessors agents and workmen but without
prejudice to the right of re-entry
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herein provided to enter upon the demised premises and to remedy
repair make good cleanse maintain and amend the same accordingly.
2.19.04. All expenses incurred thereby (including surveyors and other
professional fees) shall be a debt due and be repaid by the Lessee
to the Lessor on demand and if not so paid shall be recoverable by
the Lessor as liquidated damages.
2.19.05. To permit the Lessor or the Lessors agents and workmen and (if
authorised by the Lessor) the Tenants occupiers of any adjoining or
neighbouring premises or their respective agents and workmen at any
time or times on giving reasonable written notice to the Lessee
(except in cases of emergency) to enter upon the demised premises
for executing repairs or alterations in respect of adjoining or
neighbouring premises or for making repairing maintaining renewing
connecting or cleansing any pipes, drains, channels, watercourses,
sewers, wires or cables belonging to or leading to or from the same
(the Lessor or person so entering
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making good to the Lessee all damage thereby occasioned but without
compensation for any annoyance or inconvenience caused to the
Lessee).
2.19.06. The carrying out by the Lesser of any repairs pursuant to the
provisions of these Clauses shall not imply or be seemed to imply or
impute any liability on the Lessor to carry out any repairs of any
kind to the premises or to reduce or mitigate in any way whatever
the liability of the Lessee for carrying out all repairs to the
premises and which shall at all times remain the liability of the
Lessee.
2.20 INDEMNIFY LESSOR
2.20.01 Fully and effectually to indemify the Lessor against the breach
non-performance or non-observance by the Lessee of any of the
covenants and conditions on the part of the Lessee herein contained
and against any actions costs claims expenses and demands whatsoever
or howsoever arising in respect of or as a consequence (whether
direct or indirect) of any such breach non-performance
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or non-observance.
2.21. COVENANT TO YIELD UP
2.21.01. To yield up the demised premises unto the Lessor at the expiration
or sooner determination of the term hereby created together with all
the keys thereof and all fixtures of every kind in or upon the
demised premises or which during the term may be affixed or fastened
to or upon the same except Lessee's (or lawful under-Lessee's)
fixtures (including partitions and doors erected by the Lessee with
the written consent of the Lessor) having previously been removed
and all damage occasioned by such removal having been made good
except in the event of sale of such items to an incoming tenant.
3.00 LESSOR'S COVENANTS
3.01. The Lessor hereby covenants with the Lessee in the manner following:
3.01.01. That the Lessee paying the rents hereby reserved and performing and
observing the
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covenants and agreements on its part herein contained shall and may
peaceably hold and enjoy the demised premises during the said term
without any interruption by the Lessor or any person or persons
lawfully claiming under or through or in trust for the Lessor in
that behalf.
4.00. INSURANCE
4.01. Subject to the Lessor being able to effect insurance against any one
or more of the items referred to in this Sub-Clause and subject to
reimbursement by the Lessee of the sums referred to in paragraph 3.3
(ii) of the reddendum, the Lessor covenants to insure the following
in the name of the Lessor:-
4.01.01 The premises against loss or damage by the Insured Risks in the full
reinstatement cost thereof (to be determined from time to time by
the Lessor or the Lessor's Surveyor) including:
4.01.01.1 Architects, Surveyors, Consultants and other Professional fees
(including Value Added Tax
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thereon);
4.01.01.2 The costs of shoring up, demolishing, site clearing and similar
expenses;
4.01.01.3 All stamp duty and other taxes and duties exigible on any building
or like contract as may be entered into and all other incidental
expenses relative to the reconstruction, reinstatement or repair of
the Premises;
4.01.01.4 A provision for inflation as the Lessor in its absolute discretion
shall deem appropriate.
4.01.02. The loss of rent, from time to time payable, or reasonably estimated
to be payable under this Lease (taking account of any review of the
rent which may become due under this Lease) following loss or damage
to the Premises by the Insured Risks, for three (3) years or such
longer period as the Lessor may, from time to time, reasonably deem
to be necessary, having regard to the likely period required for
obtaining planning permission and bye-law approval (if applicable)
and any other consents and
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approval for reinstating the Premises.
4.01.03. Property owners and other liability of the Lessor arising out of or
in relation to the Premises; and
4.01.04. Such other insurances as the Lessor may, in its discretion from time
to time, deem necessary to effect.
4.01.05 The Lessor agrees that it shall effect such insurances as are
provided for in this Clause with an Insurance Company of repute and
at a rate similar to other rates pertaining in the City of Dublin
from time to time in respect of the insured risks as set out above.
5.00. LANDLORD TO PRODUCE EVIDENCE OF INSURANCE
5.01. At the request of the Lessee, the Lessor shall and hereby covenants
with the Lessee to produce to the Lessee a copy or extract duly
certified by the Lessor of the policy or policies of such insurance
and a copy of the receipt or receipts for the last premium or (as
the Lessor's option) reasonable
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evidence from the insurers of the terms of the insurance policy or
policies and the fact that the policy or policies is or are
subsisting and in effect.
6.00. NON-PAYMENT OF RENT
6.01.01 PROVIDED ALWAYS and it is hereby agreed that if the rent or
additional rent herby reserved or any part thereof shall at any time
be in arrears and unpaid for twenty one days after it becomes due
(whether legally demanded or not) or if the Lessee shall go into
liquidation (not being a voluntary liquidation for the purpose only
of reconstruction) or receivership or if the Lessee being an
individual or firm shall become bankrupt or make any arrangement or
composition with his or its Creditors or if any covenant condition
or agreement on the part of the Lessee herein contained shall not be
performed or observed then and in any such case it shall be lawful
for the Lessor or any person or persons duly authorised in that
behalf to enter into or upon the demised premises or any part
thereof in the name of the whole to hold and enjoy
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henceforth as if these presents had not been made.
6.01.02 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
stipulations herein contained and on the happening of any of the
said events it shall also be lawful for the Lessor to determine this
demise by serving on the Lessee a Notice to Quit and deliver up
possession of the demised premises within fourteen days of the
service of the said Notice to Quit the said Notice expiring on any
day not necessarily a ▇▇▇▇ day and any day of the week and upon the
expiration of such Notice the tenancy hereby created shall be deemed
to have been duly determined by such Notice to Quit and the Lessor
shall thereupon be entitled to possession of the demised premises as
of its former estate and as if the tenancy hereby created had never
existed such Notice to Quit must be served by the Lessor on the
Lessee by Registered Post addressed to the Lessee at the Demised
Premises.
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7.00. SUSPENSION OF RENT
If during the Term the Premises shall be destroyed or damaged by any
of the Insured Risks so as to be unfit for occupation or use and the
policy or policies of insurance effected by the Lessor shall not
have been vitiated or payment of the policy monies withheld or
refused in whole or in part in consequence of any act neglect or
default of the Lessee its servants agents or licensees the rent or a
fair proportion thereof according to the nature and extent of the
damage sustained shall be suspended until the Premises shall have
again been rendered fit for occupation or use by the Lessee or until
the expiration of three years from the date of the destruction or
damage whichever is the shorter and any dispute concerning the
provisions of this Clause shall be determined by a single arbitrator
in accordance with the provisions of the Arbitration Acts 1954 and
1980 or any statutory enactment in that behalf for the time being in
force.
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8.00 REBUILD
8.01. If the Premises or any part thereof are destroyed or damaged by any
of the Insured Risks then:-
8.01.1. Unless payment of the insurance monies shall be refused in whole or
in part by reason of any act, neglect, default of the Lessee or the
servants, agents, licensees or invitees of the Lessee or any under-
Lessee or any person under its or their control; and
8.01.2. Subject to the Lessor being able to obtain any necessary planning
permission and bye-law approval and all other necessary licences,
approvals and consents (in respect of which the Lessor shall use its
reasonable endeavours to obtain); and
8.01.3. Subject to the necessary labour and materials being and remaining
available (in respect of which the Lessor shall use its reasonable
endeavours to obtain as soon as practicable), the Lessor shall lay
out the proceeds of such insurance, (other than any
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in respect of the loss of rent) in the rebuilding and re-instating
of the Premises or the part or parts thereof so destroyed or
damaged, substantially as the same were prior to any such
destruction or damage (but not so as to provide accommodation
identical in layout and manner or method of construction if it would
not be reasonably practical to do so).
9.00. RE-INSTATEMENT PREVENTED
9.01. If the Lessor is prevented by circumstances outside its control from
rebuilding or reinstating the Premises, the Lessor shall be relieved
from such obligation and shall be solely entitled to all the
insurance moneys and if such rebuilding and reinstating shall
continue to be so prevented for three (3) years after the date of
the destrucction or damage and this Lease has not been terminated by
frustration, the Lessor may at any time after the expiry of such
three (3) years by written notice given to the Lessee determine this
Lease and the Lessor shall be solely entitled to all the insurance
monies (if not already in the possession of the Lessor) but without
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prejudice to any claim by either party against the other in respect
of any antecedent breach of covenant.
10.00 NOTICES
10.01 Any Notice to be given hereunder or pursuant to the provisions
contained in any Schedule hereto shall be sufficiently served if
delivered or sent by Registered prepaid post to the Lessor at its
Registered Office for the time being or the Lessee at its registered
office for the time being or at the demised premises or in case the
Lessee shall be an individual at the premises or at his last known
address and such Notice shall be deemed to have been given when
delivered at the time of delivery or when posted at the expiration
of forty eight hours after the envelope containing same and properly
addressed was put in the post PROVIDED ALWAYS in the event of postal
services being suspended or curtailed within the State the Lessor
shall be entitled to serve such notice by advertisement in a daily
newspaper in Dublin in which case the notice shall be deemed to have
been served one week after
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the insertion of such advertisement.
10.02. In the event of the Lessor or the Lessee being a Company and not
having a Registered Office in the State it shall be lawful to serve
any Notice on the Registrar of Companies for the time being.
11.00. DEFINITIONS AND MEANINGS
11.01. In these presents and in the Schedules thereto where the context so
admits words importing the neuter gender only shall include the
masculine or feminine gender as appropriate and words the masculine
gender only shall include the feminine gender and words importing
the singular number only shall include the plural number and vice
versa and where the Lessee shall from time to time be or consist of
two or more persons the covenant herein expressed to be made by the
Lessee shall be deemed to be made by such persons jointly and
severally.
12.00 CONSENTS
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12.01. Any provisions requiring the consent of the Lessor shall be deemed
to require also the consent of any Mortgagees of the Lessor's
interest where necessary and any indemnity to be given to the Lessor
shall be deemed to include any Mortgagees of the Lessor's interest
where necessary and any such consent may be given by an Agent duly
authorised.
13.00 INTEREST
13.01. It is hereby agreed by and between the parties hereto and without
prejudice to any other rights or remedies of the Lessor on foot of
these presents that all sums payable by the Lessee to the Lessor
hereunder whether in respect of rent or otherwise shall bear
interest from the date on which they shall fall due at whichever is
the greater of the following rates:-
(i) eighteen per cent per annum or
(ii) three per cent over the then current "A.A." overdraft rate
charged by the Associated Banks AND all such interest shall be
recoverable as if the same
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were rent PROVIDED ALWAYS that no such interest shall be
eligible in respect of payments made within seven days after
the same shall have become due.
14.00 ADDRESS OF LESSEE
14.01. The Registered address in the state of the Lessee for service of
Notices and its description are:
FIRST SCHEDULE
"The Demised Premises"
ALL THAT AND THOSE the premises now known as Premier Group House situate at the
junction of Ringsend Road and South Dock Road, Dublin more particularly edged
red on the map annexed hereto comprising an office building and car parking
spaces.
SECOND SCHEDULE
1. Unto the Lessor its Lessees Licensees and all other persons authorised by
the Lessor the owners
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and occupiers for the time being of adjoining or adjacent lands and
premises the free passage and running of water soil gas electricity and
other services or supply through the drains sewers water gas electricity
mains pipes cables wires watercourses conduits and subways which are now
or may hereafter be laid down placed in over or under the demised premises
to and from any adjoining or adjacent land and premises or any part
thereof with power for such persons or any of them and the workmen of any
of them:-
(a) To enter on the demised premises and construct therein thereunder drains
sewers water gas and water gas and electric mains pipes and cables from
any other part of the said adjoining or adjacent lands and premises and to
connect the said drains sewers water gas and electric mains pipes and
cables doing as little damage as possible to the demised premises and not
interfering with any buildings erected or to be erected thereon and making
good their surface with all reasonable despatch at the cost and expense of
the person or corporation who shall have caused such works to be carried
out; and
(b) To enter on the demised premises for the purpose of cleansing repairing
and renewing the said
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drains sewers water gas and electric mains pipes and cables doing as
little damage as possible to the lands comprised in the demised premises
and making good the surface with all reasonable despatch at the cost and
expense of the person or corporation who shall have caused such works to
be carried out.
THIRD SCHEDULE
(Rent Review)
1. Definitions
In this Schedule, the following expressions shall have the following
meanings:-
1.1. "Review Date" means the 20th November 1997, 20th November 2002, 20th
November 2007, 20th November 2012, 20th November 2017 and 20th November
2022 and "Relevant Review Dates" shall be construed accordingly;
1.2. "Open Market Rent" means the full open market yearly rent at which the
Premises might reasonably be expected to be let in the open market with
vacant possession at the Relevant
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Review Date by a willing Lessor to a willing Lessee and without any
premium or any other consideration for the grant thereof for a term
commencing on the Relevant Review Date and equal in duration to the full
term granted by this Lease and otherwise on the same terms and conditions
and subject to the same covenants and provisions contained in this Lease
(other than the amount of the rent payable hereunder but including these
provisions for the review of rent) and having regard to other open market
rental values current at the Review Date in so far as the Surveyor may
deem same to be pertinent to the matters under consideration by him and
making the Assumptions but disregarding the Disregarded Matters;
1.3. "The Assumptions" mean the following assumptions (if not facts) at the
relevant Review Date:-
(a) that the premises are fitted out with the Lessor's fixtures and
fittings specified in the Fourth Schedule hereto (if any) and are
equipped and ready for immediate use and may be lawfully used as
offices with car parking;
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or its predecessors in title) carried out after the date of this
Lease with all necessary consents (where required) having first been
obtained by the Lessee or any permitted under-Lessee;
1.5. "the Surveyor" means an independent chartered surveyor of not less than
five (5) years standing, who is experienced in the valuation and leasing
of property similar to the Premises and is acquainted with the market in
the area in which the Premises are located, appointed from time to time to
determine the Open Market Rent pursuant to the provisions of this
Schedule;
1.6. "the Chairman" means the Chairman for the time being of the Society of
Chartered Surveyors in the Republic of Ireland and includes the duly
appointed deputy of the Chairman or any person authorised by the Chairman
to make appointments on his behalf;
1.7. "Rent Restrictions" means the restrictions imposed by any statute for the
control of rent in force on a Review Date or on the date on which any
increased rent is ascertained in accordance with this Schedule and which
operate to impose
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any limitation, whether in time or amount, on the collection of an
increase in the rent first reserved by this Lease or any part thereof.
2. Upwards only rent review
The rent first reserved by this Lease shall be reviewed at each Review
Date in accordance with the provisions of this Schedule and, from and
including each Review Date, the rent shall equal the higher of either the
rent payable immediately before the Relevant Review Date or the Open
Market Rent on the Relevant Review Date, as agreed or determined pursuant
to the provisions of this Schedule.
3. Agreement or determination of the reviewed rent
The Landlord may seek at any time, not more than twelve (12) months before
any Review Date and any time thereafter, by notice in writing to the
Tenant, a review of the rent in accordance with the provisions of this
Schedule. If the Landlord and the Tenant cannot agree on the Open Market
Rent, either party may (whether before or after the Relevant Review Date)
by notice in writing to the other party require the Open Market Rent to be
determined by the Surveyor.
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4. Appointment of Surveyor
In default of agreement between the Landlord and the Tenant on the
appointment of the Surveyor, the Surveyor shall be appointed by the
Chairman on the written application of the Landlord, such application to
be made in the case of the Landlord, not earlier than nine (9) months
before and not later than twelve (12) months after the Relevant Review
Date and in the case of the Tenant not more than three (3) months before
the date of the Landlord's notice seeking review of the rent herein and
not later than twelve (12) months after the Relevant Review Date.
5. Functions of the Surveyor
The Surveyor shall:-
(a) Act as an Arbitrator in accordance with the Arbitration Acts 1954 to
1980.
(b) Invite the Landlord and the Tenant to submit to him, within such
time limits (not being less than fifteen (15) working days) as he
shall consider appropriate, a valuation accompanied, if desired, by
a statement of
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reasons and such representations as to the amount of the Open Market
Rent with such supporting evidence as they may respectively wish;
(c) Within sixty (60) days of his appointment, or within such extended
period as the Landlord and the Tenant shall jointly agree in
writing, give to each of them written notice of the amount of the
Open Market Rent as determined by him.
(d) In any event not make an award at less than the full annual rent
then payable by the Tenant immediately prior to the Review Date.
6. Fees of Surveyor
The fees and expenses of the Surveyor (if acting as an expert) including
the costs of his nomination shall be in the award of the Surveyor (but
this shall not preclude the Surveyor from notifying both parties of his
total fees and expenses notwithstanding the non-publication at that time
of his award) and, failing such award, the same shall be payable by the
Landlord and the Tenant in equal shares who shall each bear their
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own costs, fees and expenses. Without prejudice to the foregoing, both the
Landlord and the Tenant shall each be entitled to pay the entire fees and
expenses, due to the Surveyor and thereafter recover as a simple contract
debt the amount (if any) due from the party who failed or refused to pay
same.
7. Appointment of new Surveyor.
If the Surveyor fails to give notice of his determination within the time
aforesaid, or if he dies, or is unwilling to act, or becomes incapable of
acting, or if, for any other reason, he is unable to act, either party may
request the Chairman to discharge the Surveyor and appoint another
Surveyor in his place to act in the same capacity, which procedure may be
repeated as many times as necessary.
8. Interim payments pending determination
In the event that by the Relevant Review Date the amount of the reviewed
rent has not been agreed or determined as aforesaid (the date of agreement
or determination being herein called "the Determination Date") then, in
respect of the
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period (herein called "the Interim Period") beginning with the Relevant
Review Date and ending on the day before the Quarterly ▇▇▇▇ Day following
the Determination Date, the Tenant shall pay to the Landlord rent at the
yearly rate payable immediately before the Relevant Review Date, and on
the Determination Date, the Tenant shall pay to the Landlord, on demand as
arrears of rent, the amount (if any) by which the reviewed rent exceeds
the rent actually paid during the Interim Period (apportioned on a daily
basis) together with interest thereon at the Base Rate from the Relevant
Review Date to the date of actual payment.
9. Rent Restrictions
On each and every occasion during the Term that Rent Restrictions shall be
in force, then and in each and every case:
(i) the operation of the provisions herein for review of the rent shall
be postponed to take effect on the first date or dates thereafter
upon which such operation may
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occur, and
(ii) the collection of any increase or increases in the rent shall be
postponed to take effect on the first date or dates thereafter that
such increase or increases may be collected and\or retained in whole
or in part and on as many occasions as shall be required to ensure
that collection of the whole increase,
AND until the Rent Restrictions shall be relaxed either partially or
wholly the rent reserved by this Lease (which if previously reviewed shall
be the rent payable under this Lease immediately prior to the imposition
of the Rent Restrictions) shall (subject always to any provision to the
contrary appearing in the Rent Restrictions) be the maximum rent from time
to time payable hereunder.
10. Memoranda of reviewed rent
As soon as the amount of any reviewed rent has been agreed or determined,
memoranda thereof shall be prepared by the Landlord or its Solicitors and
thereupon shall be signed by or on behalf of the Landlord and the Tenant
shall be responsible for and shall pay to the Landlord the
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stamp duty (if any) payable on such memoranda and any counterparts thereof
but the parties shall each bear their own costs in respect thereof.
11. Time not of the essence
For the purpose of this Schedule, time shall not be of the essence.
FOURTH SCHEDULE
(Landlords Fixtures & Fittings)
Reception Area - 1 Reception Desk complete with drawers.
Teak Stairs with Brass Handrail.
Landing - 2 Landing Railings with Brass Handrail.
GROUND FLOOR - Small Reception Area \ Demonstration \ Meeting Room \
Office. Carpets fitted throughout.
Managers Office - Carpet Tiles.
Computer Service
Department - ▇▇▇▇. Total 9 Doors in the Ground Floor Area. Partitions
and False Ceilings throughout.
Sales Directors
Office - Carpet.
Demonstration
Room\Showroom - Carpet.
Corridors and
Landings - Carpet throughout.
Sales Manager - Carpet Tiles.
General Sales Office - Carpet Tiles.
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General Sales - Carpet Tiles.
Company Secretary
Office - Carpet Tiles.
MEZZANINE FLOOR - Total 22 Doors. Partitions and False Ceilings throughout
Ladies Toilets - 4 Cubicles, 4 Basins, 4 Pans, Tiled throughout.
Gents Toilets - 4 Cubicles, 4 Basins, 4 Pans, Tiled throughout.
Canateen Area - Wall ▇▇▇▇▇, ▇ Mini Kitchen Unit (Fridge, Sink and 2 Ring
Cooker).
Backstairs - Carpeted throughout.
1ST FLOOR
Ladies Toilets - 4 Cubicles, 4 Basins, 4 Pans, Tiled throughout.
Gents Toilets - 4 Cubicles, 4 Basins, 4 Pans, Tiled throughout.
Canteen Area - Wall ▇▇▇▇▇, ▇ Mini Kitchen Unit (Fridge, Sink and 2 Ring
Cooker).
2 General
Offices - Carpet tiles.
Implementation
Room - Carpet Tiles.
Software - Carpet Tiles.
Software Manager
Office - Carpet Tiles.
Financial
Controller - Carpet Tiles.
M\D Office - Carpet.
Main Corridor
and Landing - Carpet. Total 19 Doors.
1 Fire Alarm throughout Building.
1 Alarm System througout Building.
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64
IN WITNESS whereof the Lessor has hereunto signed his name and affixed his seal
and the Lessee has hereunto affixed its Common Seal the day and year first
herein written.
SIGNED SEALED AND DELIVERED /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
by the said ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ AND ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ in the presence of:
/s/ [ILLEGIBLE]
/s/ [ILLEGIBLE]
/s/ [ILLEGIBLE]
PRESENT when the Common Seal
of PREMIER GROUP LIMITED
was affixed hereto:-
/s/ [ILLEGIBLE] /s/ [ILLEGIBLE]
/s/ [ILLEGIBLE] /s/ [ILLEGIBLE]
/s/ [ILLEGIBLE]
/s/ [ILLEGIBLE]
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65
[MAP OMITTED]
66
DATED THIS DAY OF 1992
-------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
AND ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
1st Part:
PREMIER GROUP LIMITED
2nd Part:
LEASE
-----------------------
[ILLEGIBLE]
-----------------------
▇▇▇▇▇▇▇ & CO.,
Solicitors,
▇, ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇.
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