[TRANSLATION ONLY. ONLY ORIGINAL AGREEMENT IN HEBREW SHALL BE BINDING.]
AN UNPROTECTED LEASE AGREEMENT
DATED THE FIRST DAY OF THE MONTH OF DECEMBER 2004
BETWEEN:
1. KIRYAT HAMEIDA X'XXXXXXXXXXX 'X' XXXXX XXXXXX XX,
XXXXXXX XXXXXXX 0 - 000000 - 51
[In English: Petah Tikvah Science and Technology
District 'A' Ltd.]
2. KIRYAT HAMEIDA V'TECHNOLOGIA 'B' PETAH TIVKAH BM,
PRIVATE COMPANY 4 - 039210 - 51
[In English: Petah Tikvah Science and Technology
District 'B' Ltd.]
3. ATZMA V'SHUT. L'HASHKAOT MACCABIM BM, PRIVATE COMPANY 4
- 638261 - 51
[In English: Atzma and Partners Maccabim Investments
Ltd.] all three care of K.M.T 'A' and 'B' of Xxxxxxxxx
Xxxxxx, 000, Xxx Xxxx
(hereafter, jointly and severally: the "LESSOR")
OF THE FIRST PART;
AND BETWEEN: 1. BRAINSTORM TERAPIA TA'IT BM, PRIVATE COMPANY 513601021
[In English: Brainstorm Cell Theraputics Ltd.] OF ABBA
HILLEL STREET 14, RAMAT GAN
(hereafter, jointly and severally: the "LESSEE")
OF THE OTHER PART;
WHEREAS the Landlord jointly owns the rights to the land known at present as
Parcels 5 and 6 in Bloc 6366, in Kiryat Arieh in Petah Tikvah (hereafter: the
"LAND") and is erecting on the land a district by the name of "The Science and
Technology District" that contains a number of buildings designated for industry
(hereafter: the "PROJECT") among them a building on 4 floors that is known as
Building '6' (hereafter: the "BUILDING");
AND WHEREAS it is the wish of the Lessee to accept the rented premises (as
defined below) on a lease from the Lessor and it is the wish of the Lessor to
grant a lease on the rented premises (as defined below) to the Lessee, for an
unprotected tenancy, in pursuance of and subject to the terms and provisions of
the Contract;
IT IS THEREFORE DECLARED, AGREED AND STIPULATED BETWEEN THE PARTIES AS FOLLOWS:
1. PREAMBLE AND INTERPRETATION
1.1 The Preamble to this Contract and the appendices thereto form an
inseparable part hereof.
1.2. The headings to the clauses of this Contract are solely for
convenience and no weight should be attributed to them for purposes
of its interpretation.
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2. DEFINITIONS
2.1 In this Contract the following terms will be attributed with the
meaning given beside them unless expressly stated otherwise.
The "LESSOR", the "LESSEE", the "LAND", the "PROJECT", the "BUILDING" as defined
in the Preamble to this Contract.
"PLAN OF THE RENTED PREMISES", the "SPECIAL TERMS APPENDIX", the "TECHNICAL
SPECIFICATION", the "WORDING OF THE MANAGEMENT AGREEMENT", the "WORDING OF THE
INSURER'S CERTIFICATE OF INSURANCE", the "WORDING OF THE BANK GUARANTEE", the
"WORDING OF THE PROMISSORY NOTE" - as defined below in clause 2.2.
The "TENANCY" - lease of the Rented Premises in accordance with and subject to
the terms of this Contract.
The "RENTED PREMISES" - a unit of the upper floor of Building 6 of the Rented
Premises that is marked in red on the plan, with an overall area of 634 square
meters (Appendix I to this Contract) including 5 parking places as marked on the
plan, Appendix I.
The "PERIOD OF THE TENANCY" - as defined in clause 6 of this Contract and the
Special Terms Appendix (Appendix II to this Contract).
The "DATE OF TRANSFER OF POSSESSION" - the date specified in the Special Terms
Appendix as the date of transfer of possession of the Rented Premises.
The "DATE OF INCEPTION OF THE PERIOD OF THE TENANCY" - the date of transfer of
possession.
The "DATE OF TERMINATION OF THE PERIOD OF THE TENANCY" - the end of the Period
of the Tenancy as defined in clause 6 of this Contract or any date that is
earlier than that date if the Tenancy is brought to an end in pursuance of the
provisions of this Contract or in accordance with the law.
The "RENT" - the rent as defined in clause 7 of this Contract and in the Special
Terms Appendix (Appendix II to this Contract).
The "INDEX" - means the Consumer Price Index including fruit and vegetables that
is published from time to time by the Central Bureau of Statistics and Economic
Research, and if the aforesaid Index should cease to be published and in its
place another index that replaces it is published by another government body or
institution or in their absence, any price index that presents the increments in
the cost of living in the State of Israel. Should there be another index and the
Bureau, the body or institution as stated above does not specify the ratio
between it and the Index that was replaced, this ratio will be determined by
consent between the Parties and in the absence of consent - by an arbitrator
that the Parties will appoint for the purpose of determining the above ratio and
in the lack of agreement as to the identity of the arbitrator, the President of
the Accountants Society on the request of one of the parties will appoint the
arbitrator and his determination will be final and will bind the Parties.
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The "BASE INDEX" - the determining Index in the Special Terms Appendix (Appendix
II to this Contract).
The "KNOWN INDEX" - means the Index known at the date of each payment.
"LINKED" or "LINKAGE DIFFERENTIALS" - multiplying the relevant amount by the
rate of the ratio between the Known Index and the Base Index. If it should be
evident that the Known Index is lower than the Base Index, then the calculation
and/or the payment will be payment without any reduction whatsoever that derives
from the reduction of the Known Index.
The "MANAGEMENT COMPANY" - a management and maintenance company that will deal
with the provision of services involved in management, maintenance and operation
of the building as specified in the Management Control (Appendix IV to this
Contract) and as long as no management company is appointed, its undertakings
will apply to the Lessor.
The "PUBLIC AREAS OF THE BUILDING" - the areas of the Building that are designed
for use of all or part of the tenants and/or owners of areas in the building
other than the areas that are part of the Rented Premises or areas that are
designated solely or mainly for the use of the Lessee.
The "BANK" - Bank Leumi l'Israel Ltd.
2.2 The Appendices specified below are attached to this Contract and
form an inseparable part hereof:
2.2.1 The Plan in which the Rented Premises are outlined in red -
APPENDIX I (hereafter: the "PLAN OF THE RENTED PREMISES");
2.2.2 The Special Terms Appendix - APPENDIX II (hereafter: the
"SPECIAL TERMS APPENDIX");
2.2.3 The Basic Technical Specification - APPENDIX III (hereafter:
the "TECHNICAL SPECIFICATION");
2.2.4 The Wording of the Management Agreement - - APPENDIX IV
(hereafter: the "WORDING OF THE MANAGEMENT CONTRACT");
2.2.5 The Wording of the Insurer's Certificate of Lessee's Insurance
- - APPENDIX V (hereafter: the "WORDING OF THE INSURER'S
CERTIFICATE OF THE LESSEE'S INSURANCE");
2.2.6 The Wording of the Bank Guarantee of Fulfillment of the
Lessee's Undertakings - APPENDIX VI (hereafter: the "WORDING
OF THE BANK GUARANTEE");
2.2.7
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3. THE COMMITMENT
The Lessor hereby undertakes to grant a lease on the Rented Premises to
the Lessee and the Lessee hereby undertakes to accept a lease on the
Rented Premises from the Lessor on an unprotected tenancy for the
consideration and on the terms in accordance with and subject to the
provisions of this Contract.
4. THE PURPOSE OF THE TENANCY AND THE NATURE OF THE RENTED PREMISES
4.1 The purpose of the Tenancy in pursuance of this Contract is for
conduct of a business as defined in the Special Terms Appendix
(Appendix II to this Contract) only, and the Lessee may not use the
Rented Premises or any part thereof for any other purpose other than
the aforesaid, in the absence of the prior written consent of the
Lessor.
The Lessee declares and confirms that he has visited the Land, the
Building and the Rented Premises immediately before the date of this
Contract, that he has viewed and examined them and their
surroundings, that he has viewed and examined the physical state of
the Rented Premises, that the Rented Premises and the existing
municipal access road in regard to its physical, planning and legal
state, are compatible with the Lessee's needs and the purpose of the
Tenancy, and that he has no and will not have any claim of
unsuitability or alternative claims or claims of defects in the
Rented Premises other than a concealed defect, against the Lessor
and he will have no claims against the Lessor in connection with the
future municipal access roads to the building. The Lessor declares
that he is not aware of any defect and/or concealed fault in the
Rented Premises.
4.2 The Lessor declares that he is not aware of any legal and/or
contractual and/or other impediment to his commitment in this
Contract, including transfer of possession of the Rented Premises to
the Lessee and he is not aware of the imposition of any demolition
orders of any sort whatsoever in respect of the Rented Premises
and/or the Building and/or any orders to prohibit use of the Rented
Premises and/or the Building and that he is not aware of any
intention on the part of the competent authorities to ask for such
orders.
4.3 The Lessee hereby confirms that he is aware that extensive
construction and renovation works are being carried out in the
Building, including on the floor on which the Rented Premises are
located, and the Lessee undertakes that he will have no action or
claim against the Lessor and/or those acting on behalf of the Lessor
in connection with the execution of the said works, as long as, as
far as is possible, it will not be detrimental to the Lessee's
reasonable use of the Rented Premises for the purpose of the Tenancy
and to proper access to the Rented Premises.
4.4 The Lessee is aware that the Lessor has the right to continue to
plan and construct the Project known as the Science and Technology
District of which the Building forms a part, as well as the Building
itself, as he wishes, including making any change and/or addition to
the Project and the Building, to carry out additional building, work
and alterations including an additional floor /additional floors in
the Project and in the Building, to enlarge and/or to alter the
areas of the rented areas other than a change to the Rented Premises
and/or the Public Areas in the Building, to determine and to change
the location of rented areas in the Building, other than changing
the location of the Rented Premises, providing only that it does not
prejudice the rights of the Lessee to reasonable use of the Rented
Premises for the purpose of the Tenancy, and does not prejudice
reasonable access to the Rented Premises.
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4.5 The Lessee declares that he is aware that the Rented Premises are
transferred to him in their present state (As Is) at the level of
finish of the surfacing only and the expenses of preparing the
Rented Premises will apply to each tenant (subject to that stated in
clause 9.3) without them conferring any right of a protected tenant
on the Lessee and without conferring on the Lessee any right to the
alterations and additions that the Lessee may carry out in the
Rented Premises, other than alterations and additions that are not
permanently affixed to the Rented Premises.
5. NON-PAYMENT OF KEY MONEY AND NON-APPLICATION OF THE LAWS FOR THE
PROTECTION OF TENANTS
5.1 The Lessee hereby declares and confirms that he is aware that the
Building was built after August 28, 1968 and that in any case on
August 20, 1968, there was no tenant entitled to occupy the Rented
Premises as a protected tenant and since that date the Rented
Premises were not let to any tenant for key money. Therefore,
according to the provisions of the Tenants Protection (Integrated
Version) Law, 5732 - 1972 (in this clause: the "LAW"), neither the
Law and/or any law that may amend and/or add to and/or replace the
Law shall apply to the Tenancy of the Rented Premises that is the
subject of this Contract and that the Lessee, the Rented Premises,
this Contract and the Tenancy in pursuance thereof are not and will
not be protected in pursuance of the provisions of these laws.
5.2 The Lessee hereby declares and confirms that he has not paid, is not
paying and does not intend to pay, has not been asked to make any
payment and has not undertaken to make any payment whatsoever to the
Lessor of any sum whatsoever, whether directly or indirectly,
neither in cash nor in cash equivalent, as key money for the right
to receive a lease on the Rented Premises, and that any alteration
and/or change that he may make to the Rented Premises in accordance
with the provisions of this Contract, if at all, will be made within
the context of regular maintenance and will not constitute
fundamental changes to the Rented Premises and that, on vacating the
Rented Premises, the Lessee will not be entitled to claim and/or to
receive any sum whatsoever or any benefit whatsoever in respect of
key money or in respect of goodwill.
5.3 The Lessee hereby declares and confirms that this Contract, the
Tenancy in pursuance thereof, the Lessee and the Rented Premises are
not and will not be protected by the provisions of the Law and/or
the provisions of any law that may amend and/or add to and/or
replace the Law and/or any other that confers and/or that may confer
protection of any sort on tenants and/or on tenancies similar to the
protection in pursuance of laws as stated and the Law as it may be
amended and/or replaced as stated and any other law as stated above
and that any regulation and/or provision and/or statute that has
been enacted or that may be enacted in future in pursuance of any
law as aforesaid, will not apply to the Lessee, the Rented Premises
and to this Contract.
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6. PERIOD OF THE TENANCY AND THE OPTIONS
6.1 The Tenancy that is the subject of this Contract is for the period
specified in the Special Terms Appendix (Appendix II to this
Contract) commencing on the date of transfer of possession of the
Rented Premises (as defined below).
6.2 The Lessor hereby grants the Lessee an option to extend the Period
of the Tenancy for a further period / for further periods as
specified in the Special Terms Appendix (Appendix II to this
Contract) (the option period (as may be relevant) and each one of
the option periods will be known hereafter as: the "OPTION PERIOD").
6.3 Exercise of the Option Period will be contingent on the cumulative
fulfillment of all the following terms:
6.3.1 During the Option Period or (as relevant) the previous Period
of the Tenancy, the Lessee complied with all the terms of this
Contract and did not commit any fundamental and/or continuous
breach of the terms of the Contract that was not repaired even
after the date prescribed in the written warning that was sent
from the Lessor to the Lessee.
6.3.2 The Lessee has notified the Lessor, in a registered letter, at
least 120 (one hundred and twenty days) before the end of the
Period of the Tenancy or (as is relevant) the end of the
Period of the current Option of his wish to extend the
Tenancy.
6.3.3 In the Option Period, the basic rent will be raised at the
rate determined and agreed in advance as specified in the
Special Terms Appendix (Appendix II to this Contract) in
relation to the rent paid for the last month of the Period of
the Tenancy or (as is relevant) the last month of the current
Option Period. After the increase has been put into effect,
the Rent for the Period of the Option will be linked to the
Index as specified in clause 4.4 of the special Terms Appendix
below.
6.3.4 If the Option is exercised in accordance with the terms
specified, the provisions of this Contract will be fully
applicable during the Option Period, mutatis mutandis, as is
relevant and in such case any term that is linked to this term
will include also the Option Period.
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6.3.5 Before the inception of the Option Period and as a condition
for the Option Period, the Lessee will extend the securities
as defined below in clause 21 for the duration of the Option
Period and will deliver them to the Lessor.
6.4 If the cumulative terms are not complied with as stated in clause
6.3.1 - 6.3.5 above, the option will expire and the Lessee will
vacate the rented Premises immediately at the end of the Period of
the Tenancy. It is agreed that the Lessee's obligation to vacate the
Rented Premises is an absolute obligation.
6.5 During the Period of the Tenancy as well as during the Option
Period, the principles of this Contract will apply and no party may
lessen them (in the absence of mutual consent and subject to the
provisions of this Contract) in view of the expectations and
intentions of the parties at the time of entering into this
Contract.
7. THE RENT AND MANNER OF PAYMENT
7.1 In consideration of the Tenancy in pursuance of this Contract, the
Lessee undertakes to pay the Landlord, or to his order, the Rent in
the amounts in installments, on the dates and in the manner
specified in the Special Terms Appendix (Appendix II to this
Contract) with the addition of value added tax as due.
7.2 The Lessee will be obligated to pay the Rent and the other payments
that apply to him in pursuance of this Contract for the entire
Period of the Tenancy and/or for the Option Period if exercised, as
may be relevant even if the Lessee vacates the Rented Premises
before the end of the Period of the Tenancy or before the Option
Period has expired, as may be relevant, other than in the event of
vacating the Rented Premises as a result of a fundamental breach of
this Agreement by the Lessor and/or a fundamental breach of the
Management Agreement by the Management Company.
7.3 On any delay in payment of the Rent, the Lessee will also pay, in
addition to the Rent with the addition of linkage differentials,
interest on arrears at the interest rate collected by the Bank on
authorized debit balances in current debit accounts with the
addition of 0.05% for each day's arrears (hereafter: the "INTEREST
ON ARREARS"), for the entire period of the arrears (from the first
day). The written authorization of the Bank of the amount of the
said interest will be deemed as absolute proof in the matter. No
payment of interest as aforesaid will in any way derogate from the
Lessor's right to any other relief specified in this Contract and/or
in law for breach of the Contract for any delay in the payment and
receipt of the interest as aforesaid and it will not be interpreted
as a waiver on the part of the Lessor of any other relief as
aforesaid.
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Despite the aforesaid, a delay of up to 21 business days in making 2
payments on account of the Rent in each year of the Tenancy, will
not be deemed to be a delay in pursuance of this clause.
8. OTHER PAYMENTS
8.1 In addition to the Rent and value added tax as stated above, the
Lessee will be responsible for making all the following payments on
their due date and in full and will execute the following operations
in connection with and/or concerning the Rented Premises throughout
the entire Period of the Tenancy.
8.1.1 General municipal rates and/or business rates and any other
taxes, charges, levies and compulsory payments, whether
governmental or municipal, of any sort whatsoever that apply
to and/or that may in future apply in law, to the user and/or
the occupant of the Rented Premises, including business taxes,
signboard tax and/or charge and payments for licenses that
apply to the Lessee, and they will be paid by the Lessee on
the legal date on which they are to be paid to the
authorities.
8.1.2 Any tax, charge or compulsory payment, whether municipal or
governmental, of any sort that applies to the conduct of the
Lessee's business at the Rented Premises.
8.1.3 All payments to the Lessor for use of the parking lot in
accordance with the provisions of clause 5 of the Special
Terms Appendix (Appendix II to this Contract).
8.1.4.Payments for water, electricity and telephone supplied to the
Rented Premises and/or for the facilities in the Rented
Premises and/or for the Lessee's use thereof as well as any
other payment and/or additional expenses for the services
supplied to the Rented Premises.
8.1.5 All the payments and debts that apply to the Lessee and that
he is to pay and/or pay to the Management Company in
accordance with the provisions of this Contract and the
provisions of the Management Contract (Appendix IV to this
Contract) that is to be signed by the Lessee as a prior
condition for the inception of this Contract for a Lease.
8.1.6 The Lessee will pay the Lessor or to the Management Company as
part of the management fees, his relative share (according to
the area of the Rented Premises pro rata to the area of the
Building and/or the Project, as is relevant) the cost of
insuring the Building and Third Party Liability in connection
with the Building, immediately on and in accordance with the
Lessor's demand.
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8.2 Property tax and compensation fund and any other compulsory payment
that applies and/or that may apply and/or is imposed and/or that may
be imposed in the future on property owners as distinct from
occupants of property, will apply to and be paid by the Lessor,
unless otherwise determined in this Contract or in any such law that
may be published.
8.3 The Lessee undertakes to give notice in writing to the Petah Tikvah
Municipality and to the Electric Corporation of his lease of the
Rented Premises and to ensure the transfer of accounts for municipal
taxes, water and electricity and any other payment that applies to
the Rented Premises into the name of the Lessee. At the end of the
Period of the Tenancy, the Lessee will return these accounts to the
name of the Lessor.
8.4 The Lessee will make all the payments, on their due date of payment
that are imposed on him as aforesaid. Without prejudice to the above
obligation, in any case of a delay in payment, the Lessee will be
responsible also for all the fines, (including interest on arrears),
linkage and all the other expenses that are imposed because of the
delay.
8.5 At the demand of the Lessor, at any time, the Lessee will present
him with all the authorizations and receipts that testify to the
payment of all the taxes and payments that apply to the Lessee in
pursuance of this Contract, in full and on the due date. The Lessor
may, after giving prior notice of 7 days, make all the above
payments or part thereof instead of the Lessee and the Lessee will
be obligated to return their linked value to the Lessor with the
addition of interest on arrears as specified above in clause 7.3.
8.6 In the event that the Lessor makes any payment, for whatever reason,
that according to the provisions of this Contract applies to the
Lessee - the Lessee will be bound to repay the Lessor any sum that
the Lessor has paid as aforesaid, immediately on the Lessor's first
demand, such payment being Index - linked from the date that it was
paid by the Lessor until the date of its return in full to the
Lessor. If the amount demanded is not paid, either in full or
partially, within 7 days of the Lessor's demand as aforesaid, the
sum will bear interest on arrears in addition to the linkage
differentials as stated above, interest on arrears being as stated
above in clause 7.3.
9. DIVISION OF THE RENTED PREMISES
9.1 The Lessee, by means of contractors and/or professionals working on
his behalf, will, at his own expense, divide the Rented Premises as
specified below in this clause.
All the work involved in the internal division of the Rented
Premises and adapting the premises to the purpose of the lease in
accordance with the Technical Specification (Appendix III to this
Contract) and the internal planning that is to be undertaken by the
Lessee as specified below, will be known hereafter as: the "WORK FOR
DIVISION OF THE RENTED PREMISES".
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9.2 The Work for Division of the Rented Premises will be carried out
according to the internal plans that are to be made by the Lessee
and at his expense, by means of an architect and advisors that he
will hire for this purpose as specified below in this clause, and
that will be approved by the Lessor and the advisors who were hired
in the planning of the systems in the Building (hereafter: the
"INTERIOR DESIGNS"). The Interior Designs will be completed and
forwarded for the approval of the Lessor who may give his consent or
refuse to give his consent, at his sole discretion, on reasonable
grounds that will be given in writing. The Lessor will give his
answer within 7 days of the date of submission of the designs for
his approval. If the Lessor should refuse to give his consent to the
Interior Design, he will notify the Lessee of his reservations
regarding the designs that were presented for his approval and the
Lessee will amend the designs in accordance with the Lessor's
comments and will present them once again for the approval of the
Lessor. If the Lessor should refrain from approving the designs or
from giving notice of his refusal, the date of transfer of
possession will be delayed by the number of additional days required
for receipt of the Lessor's approval. In the event of a delay in the
Lessor's demands that the Lessor may raise at the time of receipt of
previous designs by the Lessee (hereafter these will be called the
"Partial Comments") the date of transfer of possession will be
delayed by the number of days that have elapsed from the date on
which the Lessor communicated his Partial Comments until the date on
which the Lessor communicates his comments in full.
9.3 The Lessor will contribute a sum of NIS 660 per square meter,
inclusive, to the Lessee's expenses for undertaking the Work of
Division of the Rented Premises. The Lessor's contribution will be
against presentation of receipts for the work that is to be carried
out in accordance with the designs approved by the Lessor and it
will be paid by the Lessor directly to the contractors who carried
out this work. Payment in pursuance of this clause will be made
immediately on presentation of the accounts for 563 square meters
and payment for 71 square meters will be made before 8 months have
expired from the inception of the Tenancy in the event that the
Option Period is not exercised, the Lessee will return a sum of NIS
35,200 to the Lessor as a refund of the Lessor's contribution to the
Lessee's expenses for fitting the Rented Premises. The sums
prescribed in this clause will be linked to the Consumer Price
Index. It is made clear that the day of commencement to all intents
and purposes, including the payment of the rent will be deemed to be
the date of de facto transfer of possession of the Rented Premises
to the Lessee or the date on which the Lessee was to have received
possession and did not accept possession contrary to his
undertakings in pursuance of this Contract, whichever is the
earlier, this being even if any work has been carried out by the
Lessee in the Rented Premises and even if he does not make use
and/or it is not possible to make use of the Rented Premises, inter
alia, because the work was not completed.
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10. TRANSFER OF POSSESSION OF THE RENTED PREMISES
10.1 The Lessor will transfer possession of the Rented Premises to the
Lessee (hereafter: the "DATE OF TRANSFER OF POSSESSION") on the date
of sending notice to the Lessee of the inception of the Period of
the Tenancy and no later than April 1, 2005. The date of transfer of
possession will also be deemed to be the date of the inception of
the Period of the Tenancy.
10.2 If, as a result of factors that are dependent on the Lessor and/or
that are under his control, there are interruptions or delays in the
Work for Division of the Rented Premises, the date of transfer of
possession in this Agreement will be delayed and will be extended
for a period of time that is equal to that for which the aforesaid
interruptions or delays continued.
10.3 In order to carry out the Work for Division of the Rented Premises,
the Lessor may enter the Rented Premises to carry out completion
works only without this being deemed to be transfer of possession of
the Rented Premises providing that prior to this, the Lessee has
delivered the Bank Guarantee, Appendix VI, the Insurer's
Certificate, Appendix V and a signed copy of this Contract. The
status of the Lessee during the period of carrying out the Work for
the Division of the Rented Premises will be the status of a licensee
and the Lessor may cancel this permission at any time in the event
of a violation of the provisions of this Agreement.
10.4 A delay in the transfer of the Rented Premises that is caused by
factors that are not under the control of the Lessor as specified
below in this Contract as well as a delay of up to 14 (fourteen)
days in the transfer of the Rented Premises from the date prescribed
above as the estimated date of transfer of possession, will not
constitute a breach of the Lessor's undertakings to the Lessee in
pursuance of this Contract and will not entitle the Lessee to any
remedy. A delay in excess of 14 days in the transfer of the Rented
Premises because of factors controlled by the Lessee, will
constitute a fundamental breach of this Agreement.
11. THE MANAGEMENT COMPANY
11.1 The Lessee declares and confirms that he is aware that the Building
will be managed and operated by the Management Company that will be
charged with the management of the provision of services to the
Building. On the date and on the occasion of signing this Contract,
the Lessee will sign the Management Contract in the Wording of the
Management Contract (Appendix IV to this Contract) and will also
sign any alteration or update or amendment of the Management
Contract on the instructions of the Management Company.
11.2 The Lessee undertakes to pay the management fees tithe Management
Company on the due dates as specified in the Management Contract
(Appendix IV to this Contract) with the addition of value added tax
as due, on the dates and on the terms specified in the Management
Contract.
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11.3 All the payments that the Lessee is bound to pay to the Management
Company will be paid by the Lessee on the date of payment up until
11:00 hr. in the morning, by delivery of checks postdated to the
start of every half year (and in such event the reconciliation of
the account will take place immediate after the de facto payment of
every check) or by bank transfer as agreed between the Parties.
11.4 In order to enable the Management Company to carry out its duties,
the Management Company and/or those acting on its behalf, may, on
agreement and as coordinated in advance, and in any emergency,
without coordinating in advance and without consent) enter the
Rented Premises, and inter alia: to open up walls, floors, ceilings
and other parts, to replace, to repair and to assemble plumbing and
pipes and to connect them, to carry out any work that is required at
the discretion of the Management Company to carry out its work. In
as far as is possible, the Management Company will inform the Lessee
in advance of the date of entry of its employees to the Rented
Premises and will also insure that the disturbance to the Lessee and
his operations on the Rented Premises will be as slight as possible
so that it will be possible to use the Rented Premises and access
roads to the Rented Premises and that the Rented Premises will be
restored, as far as is possible, to their former condition. Damage
that may be caused to the Rented Premises as a result of this work
and that is not repaired by the Management Company will be repaired
by the Landlord within a reasonable time. Damage that prevents use
of the Rented Premises for the Purpose of the Tenancy will be
repaired immediately.
11.5 A breach of any of the Lessee's undertakings to the Management
Committee will be deemed as a breach of the Lessee's undertakings to
the Lessor in pursuance of this Contract and non-payment on the due
date of any payment that is due to the Management Company from the
Lessee will be regarded as non-payment of the rent on the due date
and will entitle the Lessor to all the remedies conferred on him for
a breach as aforesaid. A breach of any of the Management Company's
undertakings to the Lessee will be deemed as a breach of the
Lessor's undertakings to the Lessee in pursuance of this Contract
and will entitle the Lessee to all the remedies conferred on him for
a breach as aforesaid.
11.6 The Management Company will have a direct right to claim the
fulfillment of the Lessee's undertakings to the Management Company
in addition to the Lessor's rights to xxx the Lessee on the grounds
of a breach of the Lessee's undertakings to the Management Company.
11.7 This clause is a fundamental clause of the Contract, the breach of
which constitutes a fundamental breach.
12. PARKING PLACES IN THE BUILDING
The Lessee will be granted the right to use the underground parking of the
Building and/or the parking areas within the boundaries of the Land, for
parking vehicles according to and subject to the conditions of the Special
Terms Appendix (Appendix II to this Contract).
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13. MANNER OF USE OF THE RENTED PREMISES
13.1 Without derogating from the Lessee's obligation to use the Rented
Premises solely for the operation of his business as described
according to the Purpose of the Tenancy as specified in this
Contract and according to the law, the Lessee undertakes to comply
with all the laws, regulations, orders and bye-laws that apply to
the Rented Premises, its occupation, the use thereof and all the
operations that are carried out therein, and also to comply with any
reasonable demands or instructions of the Management Company in
connection therewith in accordance with the provisions of this
Contract and the Management Contract (Appendix IV to this Contract),
as may be applicable from time to time.
13.2 The Lessee undertakes to take strict care of the good condition of
the Rented Premises and the cleanliness of its close surroundings
and facilities, other than for reasonable wear and tear, for the use
and conduct of his business only within the limits of the Rented
Premises and not to cause and not to allow to be caused any pest,
nuisance, trespass, noises, odors, shocks, pollution, smoke or
unpleasantness to visitors to the Building and to other users
thereof, that exceed reasonable limits, in paying attention to the
nature of the Rented Premises and the close surroundings of the
Rented Premises. The Lessor undertakes to take strict care that the
Building be kept in a clean state including its public areas, and
not to cause and not to allow to be caused any pest, or nuisance,
trespass, noises, odors, shocks, pollution, smoke or other
unpleasantness to the Lessee and/or those acting on his behalf, that
exceed reasonable limits.
13.3 The Lessee is liable to the Lessor for the fact that members of the
public that visit the Rented Premises will not in any way disturb
the regular and normal operations in the Building and will be liable
for any damage that may be caused by any person acting on his behalf
to the Building or the other occupants / unit owners of the
Building.
13.4 Without derogating from any prohibition or other provision
concerning the Lessee's obligation to use the Rented Premises in
accordance with the law and to obtain all the licenses required for
the conduct of the Lessee's business on the Rented Premises, the
Lessee declares that he is aware of the solemn prohibition against
using sources of energy and fuel in the Rented Premises and/or the
Building (other than electricity) and storage of toxic and dangerous
materials without a valid license.
14. PROTECTION OF THE RENTED PREMISES AND THEIR REPAIR
14.1 The Lessee undertakes to use the Rented Premises in a cautious and
reasonable manner and to maintain its interior in a clean condition
and to be responsible for all the expenses that this involves in
accordance with the provisions of this Contract and the provisions
of the Management Contract (Appendix IV to this Contract) and
without derogating from the general nature of the aforesaid, the
Lessee undertakes as follows:
14.1.1 To hold and maintain the Rented Premises and its systems, in a
regular manner, throughout the entire Period of the Tenancy, and
to keep them in a good condition and in good repair, the Lessee
is liable for any normal and reasonable wear and tear to the
Rented Premises but is not liable for normal and reasonable wear
and tear to the plumbing, electricity systems, etc.
14.1.2 To use the Rented Premises in a cautious and reasonable manner
that is consistent with the Purpose of the Tenancy.
14.1.3 Not to perform any act or omission that may injure the Rented
Premises or its systems.
14.1.4 To inform the Lessor and the Management Company of any defect,
damage or deterioration of the Rented Premises and/or to its
systems, immediately it occurs.
14.1.5 Not to store and/or to place heavy loads and/or equipment and/or
any other object weighing in excess of the permitted load (750
kg. per square meter or other weight of which the Lessor
notifies the Lessee in writing) in the Rented Premises and/or in
the Building. If the Lessee has an object in storage and/or uses
heavy objects, he will apply in writing to the Lessor to inform
him of the fact and to obtain the Lessor's instructions, without
this placing any undertaking and/or liability whatsoever in the
matter on the Lessor as to the manner of the placing the loads
if the Lessor has indeed given his consent to the placement of
heavy objects.
14.1.6 Not to operate in the Rented Premises any system whatsoever that
is operated by gas combustion without a valid license. The
insurance of the Lessee's operations, as specified in clause
18.2.3 will include use of gas combustion.
14.1.7 Not to keep any materials, tools, equipment or other chattels in
the entrance to or outside the Rented Premises, including in the
elevator lobbies on the various floors. The Lessee may not use
any other part of the Building for any purpose whatsoever other
than use of the Rented Premises only and use of the parking area
for parking vehicles, all in accordance with that stated in this
Contract and its Appendices, and other than use of the public
areas of the Building for purposes of erecting a gas depot and
air conditioning units, all in the location that is to be
determined by the Lessor in accordance with the Technical
Specification and the requirements for access to the Rented
Premises.
14.1.8 Without derogating from the aforesaid, the Lessee undertakes to
remove refuse from the Rented Premises, whether independently or
by means of cleaning contractors acting on his behalf, directly
to the refuse compressors that will be placed in the garbage
room in the public areas of the Building at a reasonable
distance from the Rented Premises and in a suitable quantity and
to them only, to keep the garbage room clean and not to place
and/or store and/or keep anything in the garbage room and/or
around the refuse compressors. Similarly, the Lessee undertakes
that to the extent that in future a garbage recycling system is
operated for example, cardboard boxes, glass and the like, to
carry out all the requirements of the authorities in the matter,
including separating and sorting the types of garbage, to fold
the cardboard boxes before putting them into the collection
points and to ensure that there is no other refuse other than
the specific garbage at the collection point designated for that
garbage.
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14.2 The Lessee is aware of the fact that a general mailbox system is
planned for the Building as well as a general signboard system in
the entrance lobby and in the elevators. The cost of the signboard
and of the mailboxes will be the responsibility of the Lessor.
External signboards will not be placed other than if the Lessee has
obtained the Lessor's consent in writing to do so and has obtained
all the legally required permits including a permit from the Petah
Tikvah Municipality. The Lessee will bear the cost of the external
signboard.
14.3 The Lessee undertakes not to hang signs and/or notices of any sort
whatsoever on the facade of the Rented Premises or in the public
areas of the Building, including in the elevator lobbies on the
various floors and/or on the external walls of the Rented Premises
or on any external or other parts of the Building, other than if it
was intended for that stated and only in the place designated for
that and as is to be approved in advance and in writing by the
Lessor and the Management Company. Similarly, the Lessee may not
install mail boxes and/or a private intercom system other than an
intercom system that connects between the parts of the Rented
Premises.
14.4 The Lessee will not install antennae and/or dishes of any sort
whatsoever in the Rented Premises and/or in the public areas of the
Building unless he has obtained the prior consent in writing of the
Lessor. The Lessee undertakes that any antenna and/or dish of any
sort whatsoever that he may assemble in the Building will not
disturb the transmissions of other users of the Building.
14.5 In the event that in accordance with the provisions of the Technical
Specification (Appendix III to this Contract), should the Lessor
build a kitchenette for the Lessee within the limits of the Rented
Premises, the kitchenette that the Lessor will construct for the
Lessee in the Rented Premises (if built) will be designated for
storage of cold drinks, preparation of hot drinks (electrical
heating only) sandwiches and light food only. The Lessee hereby
undertakes not to use gas or an open flame in the kitchenette or any
part of the Rented Premises.
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14.6 The Lessor and/or the Management Company and/or those acting on
their behalf may enter the Rented Premises at any time and at a
reasonable hour in coordination with the Lessee to inspect the state
of the Rented Premises and to carry out repairs, work, technical or
other arrangements for other parts of the Building and the Lessee
undertakes to allow the Lessor and/or the Management Company and/or
those acting on their behalf to enter the Rented Premises for this
purpose, providing that it is not detrimental to the reasonable use
of the Rented Premises and the access roads thereto. The aforesaid
will not place any obligation whatsoever on the Lessor and/or the
Management Company to carry out any of the operations mentioned
above.
14.7 The Lessee is aware that the Management Company may demand that at
any time to be in possession of a master key to all floors in the
Building. In this event, the Lessee undertakes to give notice of
changing the lock and to give the Management Company a copy of the
key if the lock to the Rented Premises or to the entrance of the
Lessee's floor is changed. The Management Company undertakes to the
Lessee not to use the said key other than in the event of danger to
the Rented Premises or to other parts of the Building.
14.8 The Lessee will be liable to repair, at his expense and immediately,
any damage and/or spoilage and/or loss that may be caused to the
Rented Premises and/or to its systems (hereafter in this clause:
"DAMAGE") that is derived from improper use of the Rented Premises
and/or as the result of negligence or malice on the part of the
Lessee or his visitors and/or his clients and/or his employees
and/or anyone who may enter the Rented Premises and to replace, at
his own expense and immediately, any fitting that is installed in
the Rented Premises that is lost or destroyed with another fitting
that resembles it in nature and in quality.
The maintenance of the Rented Premises, its systems, ceilings and
windows will be carried out exclusively by the Management Company in
accordance with and subject to the terms and provisions of the
Management Contract (Appendix IV to this Contract). The contents of
this clause will not impose any obligation whatsoever on the Lessor
in the matter of maintaining the Rented Premises in good order,
other than as specified in this Agreement.
14.9 The Lessor undertakes to repair any damage that may be caused to the
Rented Premises as a result of reasonable wear and tear that is
derived from normal use of and/or as a result of defects in the
Rented Premises including the plumbing, electricity and
air-conditioning systems, within seven days of the date of receipt
of notice of the fact from the Lessee. In any event of damage that
does not allow the Lessee to conduct his business on the Rented
Premises and disrupts his normal work, the Lessor undertakes to
repair the damage soon after receiving the notice from the Lessee.
If the Lessor does not act as aforesaid, the Lessee may, but is not
so obligated, do so at the expense of the Lessor providing that he
has notified the Lessor in writing of his intent to do so and the
Lessor undertakes to indemnify and compensate the Lessee for any
payment and/or expense and/or damage that the Lessee suffers as a
result thereof on a demand and the amount of the indemnity and/or
the compensation will be linked to the Index and in the event of any
delay that exceeds 30 days in making the payment, that it will be
bear interest on arrears as stated in clause 7.3 above.
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14.10 If the Lessee does not carry out the repairs to which he is
obligated as aforesaid, or has not changed any fitting that he is
obliged to change as stated, within 10 days of the date on which he
was to have repaired or replaced them (as is relevant), the Lessor
may, but is not obligated to, do so at the expense of the Lessee and
the Lessee undertakes to indemnify and compensate the Lessor for any
payment and/or expense and/or damage that the Lessor suffers as a
result thereof on demand and the amount of the indemnity and/or the
compensation will be linked to the Index and in the event of any
delay that exceeds 30 days in making the payment, that it will be
bear interest on arrears as stated in clause 7.3 above.
14.11 The Lessee undertakes to allow the Lessor and/or the Management
Company and/or those acting on their behalf to repair damage as
aforesaid. In repairing the damage as aforesaid, the Lessor will
refrain, as far as possible in the circumstances, from acting in
detriment to the reasonable use of the Rented Premises and the
access roads to the Premises and the Lessor will do his utmost to
ensure that any damage that may be caused to the Lessee, will be as
slight as possible, that the duration of carrying out the operations
will be as short as possible, in taking account of the type of
damage and its extent.
15. ALTERATIONS TO THE RENTED PREMISES
15.1 During the Period of the Tenancy, the Lessee undertakes not to make
any alteration to the Rented Premises and not to make any addition
and not to demolish any part without obtaining the prior consent in
writing of the Management Company and the Lessor. The Management
Company or the Lessor or those acting on their behalf may refuse to
grant their consent on reasonable grounds. If the consent of the
Lessor is granted as aforesaid, the alteration will be carried out
by the Lessee, on his responsibility and at his expense. In the
absence of the consent of the Management Company and/or the Lessor,
these former may prevent the execution of any act as aforesaid, at
any time, and remove or demolish any alteration or addition that is
made contrary to that stated in this clause. A breach of this clause
on the part of the Lessee will confer on the Lessor the right, in
addition to any other or additional remedy and/or relief in
accordance with the provisions of this Contract and/or in law, to
cancel the Contract and in such case, the Lessor will be entitled,
if he exercises this right, to the fact that all the additions,
repairs and alterations that were made in breach of the Contract
will be owned by him without him being obligated to make any payment
for them whatsoever.
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15.2 If the Lessor has not given the Lessee prior approval in writing in
accordance with the Lessee's request (that is to be in writing) to
introduce the above alterations to the Rented Premises and that are
itemized in that document and approved (if granted) explicitly, for
there to be no need to restore the Rented Premises to their former
state on vacating by the Lessee, the Lessee, at the end of the
Period of the Tenancy for any reason whatsoever will restore the
Rented Premises to their former state as before the alterations were
carried out and so that the Rented Premises are in good and proper
order as they were in on the date that he received them on the date
of inception of the Tenancy other than for normal and reasonable
wear and tear.
If it is agreed to leave the alterations without there being any
need to restore the Rented Premises to their previous state, the
Lessee may not remove them from the Rented Premises or to restore
the alterations or any part of them that it was agreed would remain
in the Rented Premises or make any change whatsoever thereto, and
they will pass at the end of the Period of the Tenancy to the
possession and ownership of the Lessor, without the Lessee being
able to demand and/or receive compensation or any payment for them.
In order to dispel any doubt, it is hereby made clear that the
aforesaid does not apply to the Lessee's equipment and furniture
that is not permanently affixed to the Rented Premises and the
removal of which will not cause any irreparable physical or visual
damage to the Rented Premises and that was in fact installed by the
Lessee.
15.3 If the Lessor does not agree to leaving the changes or any part
thereof, as may be relevant, in the Rented Premises, as aforesaid
and the Lessee does not restore the Rented Premises to their state
before the alterations were carried out, the Lessor may, but is not
obligated to, restore the Rented Premises to their former state and
the Lessee will pay the Lessor within 7 days of the Lessor's first
demand, all the sums that the Lessor has spent in connection
therewith, with the addition of interest on arrears as specified in
clause 12 above.
16. LICENSES AND COMPLIANCE WITH ALL PROVISIONS OF THE LAW
16.1 During the entire Period of the Tenancy and the Option Period, if
exercised, the Lessee undertakes to conduct his business in the
Rented Premises within the framework of the Purpose of the Tenancy,
in accordance with the provisions of any law including bye-laws,
orders, regulations and urban planning schemes and in accordance
with all the licenses, permits and authorizations required in law
from the authorities and/or governmental, municipal or other bodies,
including a permit from the quality of the environment unit of the
Petah Tikvah Municipality that are required (if at all) in law for
the conduct, management and operation of his business on the Rented
Premises (hereafter in this clause - the "LICENSES").
The Lessee will refrain from any act or omission that is likely to
constitute a breach of the said provisions or a violation thereof.
19
16.2 The Lessee undertakes that from the inception of the Period of the
Tenancy and throughout the Period of the Tenancy and/or the Option
Period, if exercised, he will be in possession of all the licenses
that he requires in law at that time and that he will pay at the
request of each authority, any tax, levy or charge that constitutes
a condition for receipt of the licenses as stated. In the event that
the Lessee, for any reason whatsoever is not in compliance with any
undertakings as aforesaid, this will not constitute cause to cancel
the Contract and the Lessee will be obligated to indemnify and
compensate the Lessor for any damage that the Lessor may incur as a
result of the Lessee's failure to comply with his undertakings as
stated, immediately on demand.
16.3 The Lessee's failure to obtain the licenses and/or their
cancellation at any time whatsoever will not in any way reduce the
Lessee's undertakings for payment of rent during the Period of the
Tenancy and/or the Option Period, if exercised, all as may be
relevant.
16.4 The Lessee undertakes to indemnify the Lessor for any damage that he
may suffer and/or that he is forced to bear and any obligation
and/or payment that he is forced to bear, including the principal,
interest and linkage differentials and including but without
derogating from the general nature of the aforesaid, any obligation
in pursuance of a judicial ruling, expenses and lawyers' fees as a
result of a breach of this clause on the part of the Lessee and any
user on the Lessee's behalf of the Rented Premises in pursuance of
the provisions of this Contract, whether the Lessor is sued alone
and/or jointly with others, within 7 days of the date on which he is
asked to do so by the Lessor, providing that the Lessee was given an
opportunity to defend any such claim and/or demand.
16.5 In order to dispel any doubt, it is explicitly emphasized that the
responsibility to obtain any authorization, permit and license as
aforesaid, applies exclusively to the Lessee and in the event of
failure to obtain an authorization, permit and/or license as
aforesaid or if he is divested of them, the Lessee will not have any
right to cancel the Lease or to terminate the Tenancy before the end
of the Period of the Tenancy in pursuance of this Contract. The
Lessor will cooperate with the Lessee to obtain all the
authorizations and/or licenses that are required, providing the
Lessor does not bear any liability and/or additional financial
obligation.
16.6 The Lessee's undertakings in pursuance of this clause are
fundamental undertakings and breach of any or all of them will
constitute a fundamental breach of this Contract.
17. THE LESSEE'S LIABILITY
17.1 The Lessee will be liable for any damage of any sort whatsoever that
the Lessee and/or the Building and/or the Rented Premises and/or any
third party that is present in the Rented Premises and/or in the
Building may suffer and that is derived from acts or omissions on
the part of the Lessee, including acts and omissions of his
employees, his invitees, his clients and persons acting on his
behalf and/or as a result of the conduct of his business on the
Rented Premises. It is hereby made clear that the Lessee is not
liable for damage that may be caused as a result of a fault or
defect in the Rented Premises.
20
17.2 The Lessor will not bear any liability and/or obligation whatsoever
for damage of any sort whatsoever that the Lessee and/or his
employees and/or his clients and/or his invitees and/or any other
person that is present on the Rented Premises or who is on his way
to or from the Rented Premises other than damage as a result as a
fault or defect in the Rented Premises \ and the Lessee accepts all
the responsibility vis-a-vis the Lessor for damage of this sort.
17.3 The Lessee undertakes to compensate and indemnify the Lessor for any
loss and/or damage and/or expense that the Lessor may incur because
of a claim filed by or against the Lessor, whether criminal or
civil, whether before a Court of Law, a tribunal or other judiciary
body, whether by way of a judgment or in any other way, in as much
as the said claim is derived from the non-fulfillment or a breach of
the Lessee's undertakings in this Contract or is derived from damage
for which the Lessee is liable in accordance with the provisions of
this Contract. The Lessor will inform the Lessee of any such claim
and will enable the Lessee to defend it.
17.4 The Lessee will refrain from committing or allowing or tolerating
any act or omission on the Rented Premises that is liable to place
any liability in torts and/or in law on the Lessor and/or that is
liable to increase in any form whatsoever the Lessor's insurance
costs or those of the Management Company.
17.5 If any damage should be caused by the Lessee that results in a
demand or claim of any sort whatsoever, by any body or competent
authority, liability for the damage will be placed on the Lessee and
solely on him. Without derogating from the general nature of that
stated above, the Lessee will be liable vis-a-vis governmental and
municipal authorities for the payment of any fines whatsoever as the
result of the failure to comply with such provisions of this
Contract that apply to the Lessee.
18. INSURANCE
18.1 Without derogating from the Lessee's liability as stated above in
clause 17, and in accordance with the provisions of law, the Lessee
undertakes to insure, at his own expense, the contents of the Rented
Premises, his business, the additions and improvements made and that
may be made to the Building of the Rented Premises and its
facilities and the activity on the Rented Premises, to their full
value on a "replacement" basis and the insurance values will be
updated from time to time as needed and against all possible risks,
that are recognized, accepted and customary, with a licensed and
reputable insurance company. Without prejudice to the general nature
of the aforesaid, the Lessee hereby undertakes to insure the
contents of the Rented Premises against fire, larceny, theft, forced
entry or ordinary loss, breakage of glass, flood, mechanical
breakdown and water damage of any sort, all at the replacement
value.
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The Lessee undertakes to update the sums insured from time to time
so that they will always reflect the full value of the property
insured as stated in this clause.
18.2 The Lessee also undertakes to insure, at his expense, his operations
in the Rented Premises as follows:
18.2.1 Liability insurance policies for the Rented Premises and the
business conducted therein and for the Lessee's operations -
that will cover the Lessee's liability, the Lessor and the
Management Company vis-a-vis any person as a result of a bodily
injury or an injury to property or to financing that occurred in
connected with the Rented Premises and/or the operations
conducted at the Rented Premises or in the Building and
connected with the Lessee's business. The insurance to cover the
Lessor's liability and that of the Management Company will be
solely in connection with injury to the person, property or
financing that occurred to the Lessor or the Management Company
because of the Lessee's operations.
18.2.2 The limits of liability in the Third Party Liability Policy for
injury to the person and to property will be no less than the
limits of liability prescribed in the Special Terms Appendix
(Appendix II to this Contract).
18.2.3 Employers Liability Insurance.
18.2.4 The limits of liability in the Employers Liability Insurance
will be no less than the limits of liability prescribed in the
Special Terms Appendix (Appendix II to this Contract).
18.2.5 To cover loss of profits and any consequential loss because of
damage caused to the Rented Premises or its contents.
18.3 The Lessee hereby undertakes to add the names of the Lessor and or
the Management Company as additional insureds in the policies
mentioned above in clause 18.2 and will include a first degree lien
clause in favor of the Lessor and the Management Company. Other than
the aforesaid lien, the Lessee may not pledge the insurance
policies.
18.4 The Lessee will ensure that an express clause will be added to the
insurance policies that are to be effected as aforesaid in pursuance
of which the insurer expressly waives any right of subrogation or
legal other right of recourse to the Lessor and/or the Management
Company and/or other lessees and/or tenants in the Building (subject
to the fact that the provisions concerning waiver of the right of
subrogation is included in the insurance policies that they effect)
in a claim of subrogation or recourse or indemnification for direct
or indirect damage that may be caused because of the Lessor.
22
18.5 The Lessee hereby undertakes that a cross liability clause will be
included in the policies vis-a-vis each of the individuals insured.
18.6 The Lessee undertakes to indemnify the Lessor immediately against
any claim of subrogation or other claim that may be filed against
the Lessor by the National Insurance Institute and/or by an employee
of the Lessee if it is claimed that an employer - employee
relationship exists between them.
The indemnification as aforesaid will include any expense incurred by
the Lessor or by the Management Company including legal costs,
lawyers' fees and any fine that may be imposed upon them.
18.7 The Lessee undertakes to effect the insurances as aforesaid with a
first class duly licensed insurance company in pursuance of that
stated in the Special Terms Appendix for the entire Period of the
Tenancy from the date on which the Lessee may enter the Rented
Premises as a licensee to carry out the work of dividing the Rented
Premises.
18.8 The insurances will remain valid for the Period of the Tenancy in
pursuance of the Lease Agreement and the Lessee undertakes to extend
them in accordance with that stated in this clause for the entire
Period of the Tenancy and Option Periods if exercised and to present
copies of the policy to the Lessor within 30 days of the renewal
date.
18.9 All the policies will contain a clause in which the insurer
undertakes not to make any change in the policy and not to cancel it
unless the insurer has given the Lessor notice thereof at least 90
days before the requested change.
18.10 The Lessee undertakes to deliver to the Lessor, no later than two
weeks from the date of signing this Agreement the "Insurer's
Certificate of the Lessee's Insurance" signed by the Lessee's
insurances on a form in the wording of the Insurer's Certificate of
the Lessee's Insurance (Appendix V to this Contract) as a prior
condition for him receiving possession of the Rented Premises.
Certified copies of the policies and their terms will be delivered
to the Lessor within 45 days of the date of signing this Agreement.
18.11 The Lessor may request an update, addition or alternation in the
policies as required from time to time. The Lessor's right of
inspection and his use of or abstention from exercise of his right
to see the policies and to an update, addition or alteration will
not impose on him any liability whatsoever in regard to the
policies, their nature and effect or in regard to their absence.
23
18.12.Non-delivery of the certificate from the insurance company as well
as copies of the policies on the dates prescribed above as well as
the failure to pay the premium to the insurer, will be deemed to be
a fundamental breach of the Lease Agreement and the Lessor may
exercise the securities given to him in connection with this
Contract, either for the payment of the insurance premiums or to
collect the agreed compensation.
18.13 The Lessee undertakes to comply with all the terms of the policies
mentioned above in this clause, to pay the premiums for the policies
on their due dates and to ensure that the policies will be renewed
and will be fully effective throughout the Period of the Tenancy as
well any Option Period, if exercised.
18.14 The Lessee undertakes to notify the insurance company within a
reasonable time of the date on which he becomes aware, and in
accordance with the terms of the policy, of any damage to the Rented
Premises and/or to a person and/or to his property. A notice in
pursuance of this clause will be by registered letter and will
indicate the details of the occurrence and the estimated amount of
the damage.
The Lessee will also notify the Lessor of any damage to the Rented
Premises that is likely to affect the Lessor's rights, to be to the
detriment of the value of the Rented Premises or to expose the
Lessor to any claim.
18.15 Insurance benefits that may be received will be used first and
foremost to restore the damage in respect of which it was received.
18.16 The Lessee hereby undertakes not to commit and not to permit another
to commit any act or omission that is likely to increase in any
manner whatsoever, the Lessor's insurance costs as regards the
Building. In the event that the Lessor or the Management Company is
obligated to pay additional premiums in excess of the accepted
premium as a direct result of an act or omission of the Lessee
and/or because of the nature of the Lessee's operations in the
Rented Premises, the Lessee will pay the Lessor or the Management
Company, as is relevant, the said addition, immediately on the first
demand of the Lessor or of the Management Company.
18.17 In any instance in which the Lessee himself carries out building
work at the Rented Premises, the Lessee undertakes to insure at his
own expense, before the date of receipt of possession and/or before
the date of starting any work at the Rented Premises - whichever is
the earlier, all the work carried out by him and/or for him at the
Rented Premises, in accordance with this Contract, including
repairs, renovations, improvement, alterations and additions to
their full value (including materials and labor) under a Contractors
All Risks Policy (including Third Party Liability that will be to a
limit of liability of no less than $ 500,000 per an event) as well
as Employers Liability Insurance.
24
In order to dispel any doubt, it is agreed that the insurance will
expressly include cover for damage caused to adjoining property and
to the property on which the work is carried out, for a sum insured
that will be no less than US$ 500,000 on a first loss basis and that
all the owners property or the Lessor's property or the property of
the Management Company will be regarded as the property of a third
party. The Contractors All Risks Insurance will contain an express
clause in pursuance of which the insurance effected by the Lessee
will take precedence over any other insurance effected by the Lessor
and/or by the Management Company.
Similarly, the name of the insured in the policy will include the
Lessor and the policy will contain a cross liability clause.
The other provisions in this clause 18 will apply, mutatis mutandis,
to the Contractors All Risks Policy.
18.18 The fact of effecting one or all of the aforesaid insurance policies
will not release the Lessee from liability in pursuance of the other
clauses of this Contract. If damage is caused, for which the Lessee
is liable in pursuance of this Agreement that is not insured or is
higher than the limit of liability of the policy as well as damage
within the limits of the deductible - it will be borne only by the
Lessee. The Lessee hereby undertakes to indemnify the Lessor for any
claim that may be filed against the Lessor in connection with the
aforesaid and for any expense such as lawyers' fee that the Lessor
may suffer as a result of that stated at the beginning of this
clause.
18.19 A breach of this clause 18 constitutes a fundamental breach of the
Contract.
18.20 In addition to and without derogating from the insurance policies
that the Lessee undertakes to effect in accordance with the
provisions of this clause 18, the Management Company will insure the
Rented Premises together with the other areas of the Building, with
comprehensive insurance (Building only) and Third Party Insurance
for injury to property and/or to the person, against the risks, on
the terms and with the limitations as may be determined by the
Management Company, at its discretion, from time to time, in
accordance with and subject to the terms and provisions of the
Management Contract (Appendix II to this Contract). The Lessee will
pay the Management Company a pro rata share of the said insurance
expenses within the framework of the management fees that the Lessee
pays to the Management Company.
19. THE LESSOR'S SPECIAL RIGHT TO ENTER THE PREMISES
Without derogating from the provisions of this Contract, the Lessor and/or
his representatives may enter the Rented Premises at any time during the
Period of the Tenancy or (as may be the case) the Option Period if
exercised, with the consent of and on coordinating in advance with the
Lessee, to examine the state of the Rented Premises and the compliance
with the provisions of this Contract and/or to show the Rented Premises to
potential purchasers and/or lessees and the Lessee undertakes to allow the
Lessor and/or his representatives to enter the Rented Premises as
aforesaid.
25
20. VACATING THE RENTED PREMISES
20.1 At the end of the Period of the Tenancy or (as is relevant) the end
of the Option Period or (as is relevant) in any instance of
cancellation or termination of the Tenancy for any reason
whatsoever, the Lessee undertakes to vacate the Rented Premises,
without delay and without interference, and to restore the Rented
Premises to the Lessor the Rented Premises being clear of any person
or object and in good and proper condition as the Lessee received
the Rented Premises other than for wear and tear that derives from
normal use and to pay the Lessor all the expenses and repair charges
that the Lessor may spend to repair them and to put the Rented
Premises and the equipment in good order as aforesaid. If
alterations and/or additions were made to the Rented Premises, these
will be the property of the Lessor, other than alterations that are
not permanently affixed to the Rented Premises and that may be
removed without causing damage to the Rented Premises, without the
Lessor being obligated to make any payment in respect thereof to the
Lessee or to any other person and they will remain in the Rented
Premises unless the Lessor demands that the Lessee remove them and
in such case, the Lessee will be obligated to do so at his own
expense by the date of vacating the Rented Premises in pursuance
with the terms of this Contract. Similarly, the Lessee undertakes on
that occasion to deliver to the Lessor authorizations testifying to
the payment of all the charges that apply to the Lessee in pursuance
of this Contract until the date determined in this Contract.
20.2 Without prejudice to and/or lessening the Lessor's rights in
pursuance of this Contract, and in addition to all the relief
specified therein, it is hereby agreed that on the occurrence of one
or more of the following events, the Lessor may, but is not
obligated, at his sole discretion, to cancel the Lease Agreement
immediately and to demand the immediate eviction of the Lessee from
the Rented Premises without prejudice to the Lessee's undertakings
as specified above in this Contract, and the Lessee undertakes to
vacate the Rented Premises and to return them to the Lessor, clear
or any person or object that belongs to the Lessee and in good order
as they were when he received them, immediately on demand:
20.2.1 If the Lessee does not pay the rent and the management fees in
the Period of the Tenancy and/or the Option Period if exercised,
all as relevant, on their due dates.
It is hereby agreed that a delay in payment that does not exceed
21 days will not be deemed for purposes of this clause as a
breach that entitles the Lessor to cancel the Lease Agreement.
26
20.2.2 If the Lessor grants use of the Rented Premises or any
part thereof to another/others other than in accordance
with the provisions of this Contract.
20.2.3 If the Lessee conducts a business on the Rented Premises
other than in accordance with the purpose of the
Tenancy.
20.2.4 If a resolution is adopted for the dissolution of the
Lessee or if a decision is taken to appoint a
liquidator, receiver or special administrator, temporary
or permanent, for the Lessee or if a receivership order
is issued against the Lessee or if a warrant of
attachment is issued against all or part of the Lessee's
assets or if a stay of proceedings order is awarded
against the Lessee in accordance with the provisions of
the Companies Law, 5759 - 1999, and the decision as
aforesaid is not cancelled within 60 (sixty) days of the
date of its issue.
20.2.5 If the Lessee ends his business or if the Lessee is made
bankrupt or if the Lessee liquidates or is liquidated or
if the Lessee files an application for liquidation or if
an application to appoint a permanent or temporary
receiver is filed against the Lessor and/or most of his
assets in accordance with the law or if an application
is made to grant an order for stay of proceedings
against the Lessee in accordance with the provisions of
law or if a lien is placed on most of the Lessee's
assets and these are not cancelled within 45 days of the
date of their issue or (as is relevant) the date of
their submission.
20.2.6 If the Lessee has fundamentally breached any of the
provisions of this Contract as defined in this Contract
and/or in law.
20.3 If the Lessee does not clear the Rented Premises of every person and
object on the due date as stated in sub-clause 20.1 above, the
Lessor may, without derogating from his right to any other or
additional relief in law and/or in pursuance of the Contract, take
all or some of the steps specified below, after giving advance
warning of at least 7 days in writing to the Lessee to vacate the
Rented Premises as stated. In an instance in which the Lessee has
fundamentally breached the provisions of this Contract and the
Lessor is of the opinion that 7 days warning is liable to frustrate,
or to significantly lessen, his ability to reduce the damage, the
Lessor may take the steps specified below on giving written notice
that will placed in the Rented Premises without any warning:
20.3.1 All the means required to vacate the Rented Premises by
himself, at the expense of the Lessee, after 7 days have
elapsed from the original date for vacating the Rented
Premises, and for this purpose, to enter the Rented
Premises, on exercising force if this is required, to
remove from the Rented Premises anything or object that
the Lessee is obligated to remove from the Rented
Premises on vacating the Rented Premises. The Lessor
may, at his absolute discretion, place or store any
object that is removed as stated from the Rented
Premises in any place and on the conditions that he may
choose. All the expenses involved in entry to the Rented
Premises, removal of objects therefrom, their transport
and storage will apply to the Lessee. The Lessor will
not be liable for any damage that may be caused to the
Lessee or to any other person as a result of and/or in
connection with vacating the Rented Premises by the
Lessor or the storage of the objects that were found
therein and the Lessee hereby gives his consent to
vacating the premises as stated, The Lessee's signature
on this Contract will be deemed to be a power of
attorney in the name of the Lessor and any person that
may act on behalf of the Lessor, to effect all the
aforesaid in the name of the Lessee and on the terms
described above.
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20.3.2 To apply for the appointment of a receiver who will
receive the Rented Premises, receive all the Lessee's
objects and remove them from the Rented Premises and
will act in regard to them as he sees fit and will
deliver possession of the Rented Premises to the Lessor.
The expenses for the appointment of a receiver as well
as the expenses of the receiver including legal costs
will apply solely to the Lessee.
20.3.3 To act in order to disconnect the Rented Premises from
the electric current and/or from the water supply.
20.3.4 In order to dispel any doubt, it is hereby made clear
that the Lessor will be entitled to rent out the Rented
Premises immediately after the premises have been
vacated as specified above in this clause, 20.3, to any
body that the Lessor selects and the Lessee will have no
claim and/or action in connection therewith.
20.4 In the event that the Lessee does not vacate the Rented Premises of
all persons and objects on the date as stated above in clause 20.1,
the Lessee will be obligated to pay the Lessor for each day's delay,
until the Rented Premises are de facto vacated and returned to the
Lessor as aforesaid, an amount that is the equivalent of two months
rent divided by ten. The above payment will be made immediately on
demand and will constitute agreed compensation, specified and
estimated in advance by the parties on taking account of all the
circumstances. In order to dispel any doubt, it is hereby made clear
that the said payment does not and will not confer on the Lessee any
right to remain in the Rented Premises and this amount will not be
deemed to be rent or a user fee, of any sort whatsoever. The
compensation stated in this clause is intended as a supplement and
it will not derogate from and/or prejudice any of the Lessor's other
rights in pursuance of this Contract and/or in law, including the
Lessor's right to demand and to obtain the vacated Rented Premises
and possession thereof as stated.
28
20.5 If the Lessee does not vacate the Rented Premises of all persons and
objects on the date specified above in sub-clause 20.1, the Lessor
and the Management Company will be entitled in addition to the
aforesaid, to demand from the Lessee, all the amounts, taxes,
payments, undertakings, repair costs, damages, appropriate user
fees, losses and any other payments without exception as specified
in this Contract for the period from the date on which the Lessee
was obliged to vacate the Rented Premises until the date on which
the Rented Premises were de facto vacated, as though the Period of
the Tenancy had continued, this being without prejudice to the
Lessee's obligation to vacate the Rented Premises, without
conferring on the Lessee any right of any sort to the Rented
Premises and without prejudice to any other relief that is available
to the Lessor in accordance with this Contract and/or in law.
20.6 Receipt of appropriate user fees as aforesaid and the payments
specified above in clause 20.5, will not create a tenancy
relationship between the Lessee and the Lessor in respect of the
period after the date on which the Lessee was to have vacated the
Rented Premises.
21. SURETIES
To guarantee the performance of all the Lessee's undertakings in pursuance
of this Contract and in pursuance of the Management Contract (Appendix IV
to this Contract), the Lessee will deliver to the Lessor, no later than 7
days after the date of signing this Contract, and in any case no later
than the date of the Lessee's entry to the Rented Premises for work to
adapt the Rented Premises, the sureties specified in the Special Terms
Appendix.
22. PROHIBITION ON THE ASSIGNMENT OF THE LESSEE'S RIGHTS -
22.1 The Lessee hereby undertakes not to assign and/or endorse this
Contract or any part thereof and/or any right and/or any obligation
that derives therefrom to any person or body and not to transfer
and/or assign and/or to grant any person or body, any right of any
sort whatsoever to the Rented Premises or to any part thereof,
including right of use or possession, whether directly or
indirectly, for consideration or without consideration, without
first obtaining the written consent of the Lessor. In this clause
"ASSIGNMENT" includes an assignment and/or sale, whether for
consideration or without consideration, whether directly or
indirectly of 50% of more of the means of control (as defined in the
Securities Law, 5728 - 1968) of the Lessee. It is made clear that
transfer in an association that controls the Lessee on the date of
signing this Agreement as well as transfer to an association that is
controlled by an association that is controlled by the Lessee at the
date of signing this Agreement will not be deemed to be an
assignment and no restrictions will apply thereto.
22.2 In addition, and without derogating from the provisions of clause
22.1 above, the Lessee hereby undertakes not to create and/or to
impose any attachment and/or lien on the Rented Premises or any part
thereof and/or his rights in pursuance of this Contract or any part
thereof. In the event that an attachment or lien is imposed as
aforesaid, the Lessee undertakes to notify the Lessor immediately of
their imposition and to remove them immediately, at the expense of
the Lessee. It is declared that the Lessee may not enter a caveat in
respect of the transaction that is the subject of this Contract.
29
22.3 Despite the aforesaid, the Lessee has the right to let the Rented
Premises or part thereof on a sub-lease to a sub-tenant (the
"SUB-TENANT") provided that the following are fulfilled:
22.3.1 The Lessee will present the Sub-Tenant for the approval
of the Lessor and will not let the Rented Premises or
part thereof to the Sub-Tenant other than after
obtaining the consent of the Lessor. The Lessor, on his
part, will not refuse to grant his consent other than on
reasonable grounds.
22.3.2 The Lessee will continue to be obligated to the Lessor
for all his undertakings in pursuance of the Agreement,
including the undertakings that apply to the Sub-Tenant.
Without derogating from the general nature of the
aforesaid, the sureties that the Lessee gave to the
order of the Lessor will continue to be effective to
guarantee the undertakings of the Sub-Tenant.
22.3.3 The Lessee will not grant the Sub-Tenant any right that
deviates from the existing rights of the Lessee in
pursuance of the provisions of this Agreement.
22.4 The Lessee's undertakings in pursuance of this clause are
fundamental undertakings and the breach of any or all of them will
constitute a fundamental breach of this Contract.
23. ASSIGNMENT OF RIGHTS BY THE LESSOR
It is made clear and agreed that the Lessee may at any time endorse and/or
assign and/or sell and/or rent out and/or mortgage all or part of his
rights to the Building and/or the floor and/or the Rented Premises, and to
take any action therewith, all at his sole discretion, without requiring
the consent of the Lessee providing that the Lessee's rights in pursuance
of this Contract are not prejudiced.
Similarly, the Lessor may pledge all or part of this Contract, may assign
his rights to others, may transfer it all or part thereof in any form and
manner as the Lessor deems appropriate from time to time, whether with the
aim of obtaining financing or for any other purpose, at the exclusive
discretion of the Lessor providing that the Lessee's rights in pursuance
of this Contract will not be prejudiced. The Lessee hereby expressly
agrees to accept and to fulfill all the provisions of this Contract
vis-a-vis any other body that may replace the Lessor.
30
24. BREACHES AND RELIEF
24.1 Without derogating from the provisions of this Contract, any breach
of the provisions in clauses 4.1, 4.2, 6, 7, 8.1, 10, 11.2, 13, 14,
14.9, 15.1, 16, 17, 20.1, 20.2, 21 and 22 including the precise
dates and amounts determined in this Contract will be deemed to be a
fundamental breach of this Contract. Despite the aforesaid in this
Agreement, a delay in the performance of an undertaking that does
not exceed 14 days - other than a delay in making a payment to which
the provisions of clause 7 above apply - will not constitute a
breach of this Agreement.
24.2 Any breach of any of the provisions of this Contract that is not a
fundamental breach, will become a fundamental breach if it is not
repaired within 30 (thirty) days of the date on which a party to the
Contract gave notice in writing to the other party to repair the
breach.
24.3 The parties hereby agree and confirm that this Contract may not be
separated into parts as meant in Section 17 (c) of the Contracts
(Remedies for Breach of Contract) Law, 5739 - 1970.
24.4 If this Contract has been fundamentally breached or breached other
than fundamentally and not repaired within the dates specified above
in clause 24.2, the Lessor and/or the Lessee as is the case may
cancel the Contract and the provisions of clause 20 above will apply
to vacating the Rented Premises. If the Contract was fundamentally
breached by the Lessor, the Lessee will be entitled to cancel the
Contract immediately without being obligated to payment of the
balance of the rent and the Lessor will return the sureties given to
him in pursuance of this Agreement, to the Lessee.
24.5 Any obligation that is placed in pursuance of this Contract on any
of the parties (hereafter: the "OBLIGATED PARTY") and that is not
fulfilled on the date specified for its fulfillment, the party that
is not the Obligated Party (the "COMPLYING PARTY") may but is not
obliged to fulfill all or part of the obligation, instead of the
Obligated Party, provided that the Complying Party first gives
notice in writing of 7 (seven) days to the Obligated Party, to
fulfill the obligation. The Obligated Party will refund all expenses
to the Complying Party in connection with the fulfillment of the
obligation immediately on its demand, including linkage
differentials and interest on arrears as specified above in clause
7.3.
For purposes of the sub-clause "Fulfillment of an Obligation" means
- including taking an action or making a monetary payment.
24.6 Any relief or right that is conferred on a party to this Contract in
connection with breach of the Contract by the other party, is
intended to supplement any other relief that is conferred on that
party, whether in pursuance of this Contract or in law and does not
derogate therefrom. The parties declare that their intention in this
Contract is to allow any party to act, in any event of a breach, to
exercise in the event of a breach, the maximum relief conferred in
law or in the Contract and correspondingly, cumulatively or
alternatively, all at the discretion of that party and as long as
not expressly stated otherwise in the Contract.
31
24.7 If the Lessee does not keep the Rented Premises in good condition
and/or does not repair whatever needs repair in the Rented Premises
for which the Lessee is liable in pursuance of this Contract and/or
does not return the Rented Premises to the Lessor at the end of the
Period of the Tenancy in pursuance of this Contract, in good
condition and in good repair as stated in this Contract (including
clause 17.1 ) and/or if any damage is caused to the Rented Premises
for which the Lessee is liable during the Period of the Tenancy that
was not repaired by the Lessee; then in addition to any other right
that the Lessor has in any such event in accordance with the
provisions of this Contract and/or in law, the Lessor may carry out
any repair and/or take any action that the Lessor deems to be
appropriate to repair the damage and/or to restore the Rented
Premises to their former condition at the expense of the Lessee,
providing that the Lessee is given a warning and/or notification of
7 days to repair the breach with an indication of the estimated
amount of the repair or the expense or the damage, if it is possible
to estimate them in advance.
24.8 The Lessee hereby undertakes to pay the Lessor immediately on his
demand and against presentation of receipts, all the payments that
the Lessor has incurred for the actions that he took in pursuance of
clause 24.7 above. The Lessor's receipts in the matter of the above
expenses will constitute absolute proof of their accuracy and the
Lessee undertakes to pay the Lessor for the invoices that are
submitted to him by the Lessor immediately they are submitted. If
the actions were taken by the Management Company, the Lessee will
pay the amounts to the Management Company as stated in the
Management Contract.
24.9 In any event of cancellation of this Contract because of its breach
by a party thereto, the other party will be entitled to any other or
additional remedy available to that party in law for the breach,
including relief of compensation, restitution, an injunction, a
mandatory injunction and a declarative injunction.
24.10 The Lessee may not offset any sum whatsoever from the amounts that
he is to pay to the Lessor or to third parties, in pursuance of the
provisions of this Agreement or the Management Contract.
25. MISCELLANEOUS
25.1 This Contract exhausts all the accords, stipulations, declarations
and legal relations between the parties and no proposal, summary,
understanding, representation or promise that was made or given
prior to the signing of this Contract or at the time that it was
signed, by either party to the other, whether made in writing or
orally, whether explicit or implicit will be valid unless as stated
in this Contract.
25.2 No alteration, addition or derogation from the Contract will be
valid after the date of its signature unless made in writing and
signed by the parties.
32
25.3 The costs of stamping this Contract will be paid by the Lessee.
25.4 An omission, suspension or waiver by either party to the other in
the exercise of any of that party's rights in pursuance of the
provisions of this Contract and/or in law, will not be deemed to be
a waiver, hindrance, accord or acknowledgement by that party and the
party is empowered to exercise its rights in pursuance of this
Contract and/or in law, whenever the party so wishes, without being
prevented from doing so.
25.5 A waiver or extension that was granted by one party to another in a
specific instance will not constitute a precedent in another
instance. For purposes of this Contract, no waiver or extension will
be valid unless given in writing.
25.6 In the event that the term "Lessee" relates to more than one person
(or body), all the individuals of the purchaser are liable jointly
and severally for the performance stated in this Contract.
25.7 Exclusive jurisdiction in any matter that is connected with this
Contract or that is derived therefrom will be vested solely in the
competent Court in Tel Aviv - Jaffa.
25.8 The addresses of the parties for the purpose of this Contract are as
follows:
The Lessor - c/o Israelom Assets Ltd. of Xxxxxxxxx Xxxxxx 000, Xxx
Xxxx. The Lessee - during the Period of the Tenancy at the Rented
Premises and, other than during the Period of the Tenancy, c/o
Tultzinski Xxxxx, Law Offices at the address prescribed in the
Preamble to this Agreement.
25.9 Notices in pursuance of this Contract will be given in writing and
sent by registered mail or delivered by hand to the address stated
in clause 25.9 above. A notice that is sent by registered mail will
be deemed to have reached its destination within 72 hours of the
time of its delivery for dispatch as stated, with confirmation from
the Post Office and a notice that is delivered by hand will be
deemed to have reached its destination at the time of its delivery
by hand as aforesaid. On transmission of notices by facsimile
according to the above fax numbers, the notice will be deemed to
have been received as though received on transmission during normal
workings hours and on receipt of normal transmission from the
transmitting appliance.
AND IN WITNESS WHEREOF THE PARTIES HAVE SET THEIR HANDS:
/s/ Authorized signatore /s/ Xxxxx Xxxx
------------------------------------ ---------------------------------
The Lessor The Lessee
33
Lawyer's Verification
I, Xxxxxx Xxxxxx, Adv. who act as lawyer to BRAINSTORM CELLULAR THERAPY LTD.
(hereafter: the "COMPANY") hereby certify that the signatories to this Lease
Agreement and its Appendices are authorized to sign in the name of the Company
and that their signature together with the seal of the Company, obligates the
Company to all intents and purposes.
/s/ Xxxxxx Xxxxxx
-----------------------------------------
Xxxxxx Xxxxxx, Adv.
34
MANAGEMENT AGREEMENT
DATED THE FIRST DAY OF THE MONTH OF DECEMBER 2004
BETWEEN: _________________________ LTD.
care of K.M.T. 'A' and 'B'
of Xxxxxxxxx Xxxxxx 000, Xx; Aviv
(hereafter: the "Management Company") of the First Part;
------------------
AND BETWEEN: 1. BRAINSTORM TERAPIA TA'IT BM
[In English: Brainstorm Cell Therapeutics Ltd.]
(hereafter: the "LESSEE")of the Other Part;
IT IS THEREFORE AGREED, DECLARED AND STIPULATED BETWEEN THE PARTIES AS FOLLOWS:
1. DEFINITIONS
In this Contract the following terms will be attributed with the meaning
given beside them unless expressly stated otherwise.
"THE MANAGEMENT COMPANY" - means - the management company or any person,
company or other legal body as specified by the management company from
time to time in writing, in pursuance of the provisions of this Agreement.
"THE BUILDING" means - as defined in the Lease Agreement.
"THE LESSEE" means - whoever has taken a lease or undertaken to take a
lease on a property in the Building whether he is in de facto possession
of the property or whether he has let it to others or permitted others to
use it, or whether he is not in de facto possession of the property.
"THE LEASE AGREEMENT" means - the Contract dated December 1, 2004 between
the Lessee and the Lessor in pursuance of which the Lessor grants a lease
of the Rented Premises to the Lessee.
"THE PROPERTY" OR "THE RENTED PREMISES" means - the Rented Premises as
defined in the Lease Agreement.
"THE PUBLIC AREAS OF THE BUILDING" means - as meant in the Lease
Agreement.
"THE FACILITIES" means - air-conditioning facilities, elevators,
electricity, plumbing, lighting, water, sewage, drains and other
facilities and parts of the Building that are intended for use of the
tenants and/or occupants of the Building, whether directly or indirectly.
"THE SERVICES" - means - the operation, repair and maintenance of the
Public Areas of the Kiryat Arieh Science and Technology District project
and of the Building and of the Facilities, including the air conditioning
facilities as well as cleaning outside the Rented Premises, maintenance
and supervision during the accepted hours of operation (07:00 - 19:00) and
other services that in the opinion of the Management Company are necessary
for the proper operation of the Building.
35
"MANAGEMENT AND PERFORMANCE OF THE SERVICES" means - any action performed
by the Management Company for the management or performance of the
services.
"YEAR" means - the year from January 1st. until the following December
31st.
"THE LESSOR" means - Kiryat Hameida v'Technologia 'A' Petah Tikvah BM, [In
English: Petah Tikvah Science and Technology District 'A' Ltd.], Kiryat
Hameida v'Technologia 'B' Petah Tivkah BM, [In English: Petah Tikvah
Science and Technology District 'B' Ltd.], Atzma v'Shut. L'Hashkaot
Maccabim BM, [In English: Atzma and Partners Maccabim Investments Ltd.].
2. MANAGEMENT AND PERFORMANCE OF THE SERVICES
The Management Company accepts the responsibility for management and
performance of the services and the Lessee agrees to this and delivers
exclusive management and performance to the Management Company in
accordance with the provisions specified in this Contract. The Management
Company declares that there is no legal and/or contractual and/or other
impediment to it entering into this Agreement.
3. PERIOD
3.1 The Period of this Contract will commence on the date on which the
Lessee receives possession of the Property but no later than April
1, 2005, whichever date is the earlier.
3.2 The Contract will remain in force throughout the Period of the Lease
including the Option Period if this is exercised.
4. REGULATIONS AND PROVISIONS
The Management Company may determine, from time to time, regulations and
provisions in any matter that is involved in the management and
performance of the services and may alter them in as far as it deems
appropriate. These regulations and provisions will not be inconsistent
with the provisions of this Contract and will not prejudice the reasonable
use and reasonable options for the Lessee's use of the Property.
5. THE UNDERTAKINGS OF THE MANAGEMENT COMPANY
The Management Company hereby undertakes:
5.1 To perform and manage the services faithfully, to a proper standard,
efficiently and at reasonable market prices.
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5.2 To set up and maintain an office in which the operations for the
management and performance of the services will be organized, to
which the Lessee may apply with requests and inquiries that are
derived from the management and performance of the services and the
activities of the Management Company.
5.3 To organize, maintain and hire employees and/or contractors to carry
out the work involved in the management and performance of the
services as well as to manage and perform all or part of the
services by means of contractors, sub-contractors or in any other
manner as determined by the Management Company.
6. INSURANCE
6.1 Without derogating from the Lessee's legal liability, the Management
Company will insure the Building (excluding the contents of the
Property and excluding any additions to the Property that were made
by and/or for the Lessee), as well as the public areas in the
Building at their full value against the following risks: fire,
earthquake, explosion, flood, storm and tempest and any other risk
as is required in the opinion of the Management Company. The said
insurance will contain a clause concerning the insurer's waiver of
the right of subrogation vis-a-vis the tenants.
6.2 The sums insured and the deductibles will be determined by the
Management Company in a reasonable manner and the purchaser agrees
to these sums and agrees to be responsible for the premiums for the
insurance policies that the Management Company effects in pursuance
of this clause pro rata to the area of the Property in relation to
the Building. These sums will be included in the management fees as
defined in clause 8.1. below.
6.3 In any event of damage to the Property, the purchaser undertakes to
act in accord and in cooperation with the insurance assessor.
6.4 The Management Company will allow a purchaser to study the aforesaid
policies within 30 days of the date of inception of the insurance.
6.5 The insurance policies that are to be effected by the Management
Company are in addition to and without derogating from the insurance
effected by the Lessee in accordance with the provisions of clause
18 of the Lease Agreement.
7. THE UNDERTAKINGS OF THE LESSEE
The Lessee hereby undertakes:
7.1 To be in contact and to act only through the Management Company in
all matters that concern the management and performance of services
in pursuance of this Contract.
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7.2 To refrain from taking, whether independently or through others, any
action or care that has been delivered exclusively in pursuance of
this Contract, to the Management Company unless before taking such
action or care, the Management Company given consented to this in
writing.
7.3 That the Lessee and the persons subordinate to the Lessee and his
successors or those acting on his behalf will cooperate with the
Management Company and will assist it in all cases in which such
cooperation or assistance is required, for the regular and good
order of the management and performance of the services, and that
the Lessee will comply with all his undertakings that derive, either
directly or indirectly, from this Contract.
7.4 To permit the Management Company and its representatives to enter
the Property at a reasonable hour to carry out operations that are
connected with the management and performance of the services,
whether such work is for the Lessee himself or for other lessees.
7.5 To agree to the fact that this Contract will be registered at the
Land Registry Bureau or by entering a caveat as to its existence and
is binding.
8. THE CONSIDERATION
8.1 The Lessee will pay the Management Company each quarter together
with the rent, with linkage differentials to the Index added to the
base rent as defined in this Contract to the date of each de facto
payment, the sum of NIS 3,487 (three thousand, four hundred and
eighty seven) for each month with the addition of linkage
differentials to the Index in pursuance of the provisions of the
Lease Agreement and with the addition of value added tax (hereafter:
the "Management Fees"). It is made clear that the Management Fees
have been calculated after a deduction that are derived from the
fact that the air-conditioning in the Rented Premises will be
effected by the Lessee and not by the Lessor or by the Management
Company.
8.2 The Management Company may raise the amount of the Management Fees
as stated above, once in every 24 months, on each occasion at a real
rate (with the addition of linkage) of not more than 10% at the
absolute and sole discretion of the Management Company.
8.3 The Lessee will be responsible for expenses that are derived from
the management and performance of services that are not included in
the services in pursuance of this Agreement and that are intended
solely for the Lessee and at his request. In order to dispel any
doubt, it is made clear that the provision of air-conditioning
services to the Rented Premises beyond the accepted hours of
operation (07:00 - 19:00) is a special service for which the Lessee
will be responsible separately from the Management Fees.
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9. BREACHES
9.1 If the Lessee is in arrears in any payment whatsoever, arrears that
are in excess of 21 or more business days in respect of two payments
in any year that are due from the Lessee to the Management Company
in pursuance of this Contract or if the Lessee breaches a principal
clause of this Contract and does not repair the breach within a
reasonable time of the date of notice from the Management Company,
the Management Company is entitled, without derogating from its
right to any other legal relief, and as it elects:
9.1.1 To completely or partially terminate the management and
performance of the services provided to the owner and -
9.1.2 To collect interest ob any sum that is in arrears from the
date on which the payment was to have been made until the de
facto date of payment, from the Lessee, in the amount of
excess interest customary at the time on current drawing
accounts at the Bank Leumi l'Israel Ltd.
9.2 All the expenses and payments that apply to the Management Company
or that are expended by the Management Company as a result of a
breach of this Contract on the part of the Lessee or that may be
required to take steps against the Lessee as the result of such
breach, will be paid by the Lessee immediately on the demand of the
Management Company.
9.3 The Lessee's refusal or unwillingness to receive any service
whatsoever or his wish to discontinue the management and performance
of the services n respect of the Property, will not release him from
the obligation to participate in the expenses for management and
performance of the services in pursuance of the terms of this
Contract, other than in the event of a fundamental breach of this
Agreement on the part of the Management Company,
9.4 The provisions of this clause will not prejudice the rights of the
parties to any relief whatsoever in pursuance of the Contracts
(Remedies for Breach of Contract) Law, 5731 - 1970 or in any other
law.
9.5 The provisions of clause 5 above in this Agreement are the principal
and fundamental terms of this Agreement and their breach or the
breach of any of the terms on the part of the Management Company
will constitute a fundamental breach of this Agreement providing
that the Management Company is given notice in writing of the breach
and if was not repaired by the Management Company within 14 days of
the date of its receipt.
10. CHARGES IN THE EVENT OF LEASING
Without derogating from the provisions of clauses 19 and 20 of the Lease
Agreement and without the aforesaid being deemed to permit the Lessee to
transfer and/or to assign and/or to lease the Rented Premises of any part
thereof to another, the following provisions will apply in the event of
leasing and/or transfer of rights to another:
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10.1 Leasing or giving license to use the business house to another will
not release the Lessee from his obligations in pursuance of this
Contract and the Lessee is obligated to ensure the collection of the
appropriate amounts from the lessee or from the licensee.
10.2 Without derogating from that stated in clause 10.1, the Lessee
undertakes that soon after he leases his business house or any part
thereof or soon after granting any other license to use it, he will
inform the Management Company of the fact and will ensure that the
lessee or the licensee will sign a suitable management contract with
the Management Company.
10.3 The Management Company, at its absolute discretion, may take steps
to collect the amounts due to the Management Company in pursuance of
this Contract or in pursuance of the contract that will be signed
with the lessee or the licensee or in pursuance of both, providing
only that it does not collect the same amount twice.
11. TRANSFER OF THE ADMINISTRATION TO ANOTHER COMPANY
If the Management Company should decide to transfer administration of the
management and performance services in the Building and anything connected
therewith including all its rights and obligations in pursuance of this
Contract to another management company or to any other legal body, whether
existing or whether it is founded for this purpose, it will be obligated
to obtain from the new management company or from the body that is
designated for the purpose, before the transfer, a letter of undertaking
to the Lessee according to which the new management company or the said
body will accept full responsibility for the undertakings of the
Management Company in pursuance of this Contract. A copy of this letter of
undertaking will be forwarded to the Lessee. The new management company
will manage the building in a separate management unit and with a separate
accounting system. The Management Company will continue to be obligated
vis-a-vis the Lessee in pursuance of this Agreement.
12. STAMP DUTY
The Lessee undertakes to be responsible for the legally due costs of
stamping this Agreement.
13. MISCELLANEOUS PROVISIONS
13.1 This Contract contains in full all that agreed between the parties,
all the understandings, accords, obligations and stipulations
between the parties.
13.2 Any alteration, amendment or addition to this Contract will be made
in writing; otherwise they shall not be valid.
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13.3 All previous contracts, accords and obligations between the parties
are hereby made null and void.
13.4 A waiver by one of the parties or a breach or failure to comply of
the other party, or overlooking any such breach or failure to comply
will not prevent the subsequent enforcement of that stipulation or
obligation or a claim in respect thereof and will not be deemed to
be a waiver of other breaches.
13.5 This Contract will bind the Lessee and will continue to be binding
on him if he should lease the Property or license another to use it,
or if he does not use it, whether the lessee or the user has also
signed a management contract or not. However the Company will not
collect any payment from the lessee or from the occupant that has
been made by the Lessee of that Property.
13.6 The Lessee may not offset any amount whatsoever from the amounts
that the Lessee is obligated to pay to the Management Company.
13.7 The headings of the clauses in this Contract are intended for
convenience only and no use should be made of them in interpreting
the Contract.
14. ADDRESSES
14.1 The parties hereby specify that their addresses for receipt of
notice as a result of this Contract are as follows.
The Lessor - c/o Israelom Assets Ltd. of Xxxxxxxxx Xxxxxx 000, Xxx
Xxxx. The Lessee - during the Period of the Tenancy at the Rented
Premises and, other than during the Period of the Tenancy, c/o
Tultzinski Xxxxx, Law Offices at the address prescribed in the
Preamble to this Agreement.
14.2 At the property or at any other address in Israel of which the
Management Company will be informed at the address in this clause.
14.3 Any notice in pursuance or as a result of this Contract will be
delivered physically to the aforesaid addresses or will be sent by
registered mail to that address. If sent by registered mail, it will
be deemed to have been received 72 hours after it was delivered to
the Post Office, and if delivered physically, it will be deemed to
have been received at the time that it was delivered or placed at
that address.
AND IT WITNESS WHEREOF, WE HAVE SET OUR HANDS IN THE
PLACE AND ON THE DATE PRESCRIBED ABOVE:
/s/ /s/ Authorized signatore /s/ Xxxxx Xxxx
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The Management Company The Lessee
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APPENDIX II
SPECIAL TERMS
An Appendix to the Contract (hereafter: the "Contract") dated the 1st day of
December in the year 2004 between KIRYAT HAMEIDA V'TECHNOLOGIA 'A' PETAH TIKVAH
BM, [In English: Petah Tikvah Science and Technology District 'A' Ltd.],KIRYAT
HAMEIDA V'TECHNOLOGIA 'B' PETAH TIVKAH BM, [In English: Petah Tikvah Science and
Technology District 'B' Ltd.] ATZMA V'SHUT. L'HASHKAOT MACCABIM [In English:
Atzma and Partners Maccabim Investments Ltd.] (hereafter: jointly and severally:
the "Lessor") and between BRAINSTORM TERAPIA TA'IT BM [In English: Brainstorm
Cellular Therapy Ltd.] (hereafter: the "Lessee")
1. THE PURPOSES OF THE TENANCY
The purposes of the tenancy in pursuance of this Contract are to conduct a
research and development business, to manufacture and market products and
services in the field of medical biotechnology only.
2. THE PERIOD OF THE TENANCY
The period of the Tenancy in pursuance of this Contract is for 36 (thirty
six) months.
3. THE OPTION PERIOD
3.1 The Option Period in pursuance of this Contract is for 24 (twenty
four) months (the "First Option").
3.2 The Lessee has the right to a further Option Period (the "Second
Option") of 36 months that shall begin on the termination of the
First Option. The rent and method of payment.
3.3 The Base Index will be the index published on November 15, 2004,
that is, the index for the month of October and it is 100.6 points
according to the base of 2002.
3.4 The rent for each month of the Period of the Tenancy in the first
year will be a sum of NIS 17,965 (seventeen thousand, nine hundred
and sixty five new shekels) (hereafter the "BASIC RENT FOR THE FIRST
Year")and linkage differentials will be added to the Basic Rent for
the First Year as defined in the Contract up until the date of each
actual payment (the Basic Rent for the First Year with the addition
of linkage differentials will be called hereafter: the "RENT FOR THE
FIRST YEAR").
3.5 The rent for each month of the Period of the Tenancy in the second
year will be a sum of NIS 19,527 (nineteen thousand, five hundred
and twenty seven new shekels) (hereafter the "BASIC RENT FOR THE
SECOND Year")and linkage differentials will be added to the Basic
Rent for the Second Year as defined in the Contract up until the
date of each actual payment (the Basic Rent for the Second Year with
the addition of linkage differentials will be called hereafter: the
"RENT FOR THE SECOND YEAR").
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3.6 The Basic Rent for the period of the First Option will be NIS 22,317
(twenty two thousand three hundred and seventeen new shekels).
Linkage differentials as defined in the Contract will be added to
the Rent for the Option Period.
3.7 The Basic Rent for the period of the Second Option will be NIS
23,712 (twenty three thousand seven hundred and twelve new shekels).
Linkage differentials as defined in the Contract will be added to
the Rent for the Second Option Period.
3.8 Every payment of rent, parking fees and management fees will be
fully linked to the Index so that if the known Index has risen
compared to the Base Index, the amount of the rent will be raised by
an amount that is fully equal to the rise in the Index. If it is
evident that the known Index is lower than the Base Index, then the
calculation and/or the payment will be made without any deduction
whatsoever because of the decrease of the known Index.
3.9 The rent, the parking fees and management fees will be paid by bank
transfer, by check drawn to the order of the Lessor or by standing
order, once every three months (hereafter: "QUARTER") in advance on
the first business day at the start of the Quarter for that Quarter,
"Business Day" for purposes of this sub-clause - any day of which
most banks are open for business in Israel.
3.10 Before December 15, 2004, the Lessee will pay the Lessor an amount
that is the equivalent of four months rent. The aforesaid amount
will be deemed to be payment for the first three months of the
Period of the Tenancy and for the last month of the Period of the
Tenancy. Payment of this amount before December 15, 2004 is a
principal condition of this Contract.
3.11 In order to dispel any doubt, it is hereby made clear that delivery
of any check or the Lessee's signature on any standing order will
not constitute payment of the rent and only its de facto redemption
on the date prescribed in the check together with linkage
differentials to the Index as stated below in sub-clause 4.4 will be
deemed to be receipt of the consideration and payment of the rent at
the rate and in the amount actually paid.
3.12 In addition to the rent, value added tax in connection with the rent
and all other payments in pursuance of this Contract will apply to
and be paid by the Lessor, at the rate in force on the date of de
facto payment of the rent, and will be paid by the Lessee to the
Lessor together with the rent and will be added to the payment
thereof. The Lessor will issue the Lessee with a legally valid tax
invoice for each payment of rent as aforesaid.
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3.13 The Lessor may determine that and the Lessee agrees to the fact that
the rent or any part thereof in as much as the Lessor so determines,
will be paid directly to the bank account, details of which will be
communicated to the Lessee. These provisions will be irrevocable in
as much as the rights of third parties may be dependent thereon.
4. THE MANAGEMENT FEES
In addition to the rent, throughout the Period of the Tenancy and (as is
relevant) the Option Period, if exercised, the Lessee will pay Management
Fees to the Management Company in accordance with and subject to the terms
and provisions of the Management Contract (Appendix IV to the Contract).
5. PARKING
5.1 Throughout the entire Period of the Tenancy and the Option Period,
if realized, as may be relevant and subject to compliance with the
terms of the Contract, the Lessee will be entitled to receive from
the Lessor a right to use parking places (in addition to the 5
underground parking places that are included in the Rented Premises)
in the parking basement of the Building and/or in the parking areas
within the boundaries of the Land, subject to finding available
parking places in the possession of the Lessor at the time of the
Lessee's request, on the part of the Lessor and in consideration of
NIS 220 per month for each (one) parking place, together with
linkage differentials as defined in the Contract and with the
addition of value added tax (hereafter: the "PARKING FEES").
5.2 The Parking Fees will be paid to the Lessor each quarter together
with the rent and, mutatis mutandis, all the provisions of this
Contract that refer to the Tenancy of the Rented Premises and
payment of the Parking Fees will apply.
5.3 Parking will be in accordance with the instructions to be given by
the Lessor and/or the Management Company and/or the Manager of the
Parking Area.
5.4 Entry of a vehicle to the Parking Area will be regulated on the
basis of means of identification such as : parking tags that will be
attached to the windscreen of the vehicle and/or by means of an
identification card and/or by means of a magnetic card that will be
issued to the user and/or in any other manner that the Management
Company deems to be appropriate. The right of use is contingent on
the use of the means of identification in accordance with the
instructions of the Lessor and/or the Management Company and/or the
Manager of the Parking Area.
The Lessee and/or the user of the Parking undertakes to return any
means of identification that are issued as stated to the Management
Company immediately on the conclusion of the Period of the Tenancy.
Use of the parking places is intended for specific and specified
vehicles details of which will be communicated in advance to the
Management Company, before any parking place is used. If the Lessee
asks to change the identity of a vehicle that uses a specific
parking area, he is obligated to notify the Management Company of
the fact at least 24 hours in advance, before using the parking
place and the Management Company will issue the Lessee or the user
with new means of identification for the new vehicle only against
cancellation and return of the previous means of identification of
the vehicle that has been replaced.
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6. USE OF THE PATIO
It is hereby agreed that despite that stated in the Contract, if access
exists from the Rented Premises to the patio that forms part of the public
areas of the Building, the following provisions will apply:
6.1 It is hereby made clear that the patio serves as lighting and
decoration only.
6.2 The Lessee may not make any use of the patio and may not place any
objects whatsoever in the patio.
6.3 The design of the patio in the part close to the Rented Premises
will be the responsibility of and at the expense of the Lessee
subject to and after obtaining the Lessor's approval of the plans
and specifications relating to the manner of design of the patio in
the part bordering the Rented Premises as aforesaid.
6.4 The Lessee, at his own expense, will be responsible for regular
cleaning of the patio on the part close to the Rented Premises
including the windows of the Rented Premises that face the patio.
7. INSURANCE
7.1 The limits of liability in the Third Party Liability Policy, for
person and property that is to be effected by the Lessee will not be
less than as specified below:
7.2 $ 500,000 (five hundred thousand US dollars) for one claimant, event
and period and the deductible will not exceed $ 5,000 (five thousand
US dollars).
7.3 The limits of liability in the Employers Liability Policy that is to
be effected by the Lessee will not be less than as specified below:
7.4 $ 1,000,000 (one million US dollars) for one claimant and period. In
the event that the Lessee employs more than 50 employees, the Lessee
undertakes to increase the limits of liability to a sum that will
not been less then 2 million US dollars for an event and for a
period.
8. SURETIES
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To guarantee the performance of all the Lessee's undertakings in pursuance
of this Contract and in pursuance of the Management Contract (Appendix IV
to this Contract), the Lessee will deliver to the Lessor at the time of
signing this Agreement, a bank guarantee as specified below:
8.1 The bank guarantee will be autonomous, irrevocable, index linked in
the Wording of the Bank Guarantee (Appendix VI to this Contract) in
the sum of NIS 135,000 (one hundred and thirty five thousand new
shekels (hereafter: the "BANK GUARANTEE"). The Guarantee will be
deposited with the Lessor.
8.2 The Bank Guarantee will remain in force until 3 (three) months after
the end of the Period of the Tenancy or (as is relevant) the Option
Period if exercised.
8.3 The Lessee undertakes to act to extend the force of the Bank
Guarantee from time to time or to ensure its continuous existence as
stated above until the date prescribed thereon. Should the Bank
Guarantee not be extended as aforesaid, the Lessor may realize the
Guarantee in full or partially and may do so repeatedly as
necessary.
8.4 The Lessee will bear, at his own expense, all the costs in regard to
and/or that are connected with the cost of the Bank Guarantee and
stamping it.
8.5 Should the Lessee fundamentally breach this Agreement, the Lessor
may realize the Guarantee to fully cover the damage as stated above,
at the Lessor's discretion and without being obliged to prove his
demand providing that he has given written notice to the Lessor 14
days before realizing the Guarantee and if the breach has not been
repaired.
8.6 It is explicitly agreed between the parties that exercise of the
bank guarantee will not confer on the Lessee any right to the Rented
Premises and will not prejudice the Lessor's right to claim and
obtain from the Lessee any other, additional or alternative relief
of any sort whatsoever.
9. EFFECTING INSURANCE
Before the Lessee's entry to the Rented Premises to carry out the work of
adaptation - and as a condition for execution of this work - the Lessee
will deliver to the Lessor a certificate of the relevant insurance
policies for the execution of the work. Before commencement of the
Tenancy, the Lessee will deliver a certificate for all the insurance
policies prescribed in this Agreement according to Appendix V. Requests
for changes in Appendix V will be forwarded by the Lessee to the Insurance
Advisor of the Lessor and he will not refuse these requests, other than on
reasonable grounds.
AND IN WITNESS WHEREOF THE PARTIES HAVE SET THEIR HANDS:
/s/ Authorized signatore /s/ Xxxxx Xxxx
------------------------------------ -------------------
The Lessor The Lessee
