Contract
Exhibit
4.6
Unprotected Lease
Agreement
That was
signed in Tel Aviv on the 17th of August 2009
Between:
The
Company Gav Yam Properties Ltd., Company no. 520001736
Of 00
Xxxxxx Xxxxxx, Xxxxx
(hereinafter:
the “Landlord”)
Party of the first
part
And
between:
The
Company Fundtech Ltd. Company no. 520043753
Of 00
Xxxxxxxxx Xxxxxx, Xxxxx Gan
(hereinafter:
the “Tenant”)
Party of the second
part
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Whereas:
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The
Landlord declares and undertakes that it is the lawfully registered owner
of the property known as parcel 337 in block 6518 (hereinafter: the
“Defined Area”) which is located at 00 Xxxxxx Xxxxxx in the Industrial
Zone Herzliyia Pituach all as appearing in the map attached to this
agreement as Appendix “A”.
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And
whereas:
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The
Landlord declares that a Structure of 5 floors in the area of
approximately 8200 square meters known as the “Eastern Structure” as
appearing in the map (Appendix) (hereinafter: the “Structure”) was
lawfully constructed in the Defined Area, which includes inter alia the
Leased Property as defined
hereafter;
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And
whereas:
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The
Landlord has the exclusive right to lease the Leased Property to the
Tenant;
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And
whereas:
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The
Tenant wishes to lease from the Landlord the Leased Property as defined
hereafter, for the purposes of the lease as defined hereafter; and the
Landlord wishes to lease the Leased Property as defined hereafter, to the
Tenant, all in accordance with the terms of the lease hereafter in this
agreement.
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Therefore
it was declared and agreed between the parties as follows:
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1.
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General
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1.1
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The
preamble of this agreement constitutes an integral part
hereof.
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1
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1.2
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This
lease agreement includes the map – Appendix A, the plan of the Leased
Property- Appendix B, land extract- Appendix B1, building permit for the
additions and changes in the Structure that was given to the Landlord on
the 6th
of June 2007 whose number is 20070205 and, permit number 20090126, that
constitutes a plan of changes to the building permit whose umber is
20070205 and a permit of changes and use which deviates from industry and
commerce that was given to the Landlord on the 31st
of August 2008 whose number 20080150 – jointly and separately, Appendix
B2; the regulations of the urban zoning plan that applies to the Structure
– Appendix B3, an Appendix that specifies of the technical casing –
Appendix C, insurance Appendix – Appendix D, electricity Appendix –
Appendix E, promissory note – Appendix F, parking lot management Appendix
– Appendix G, triangle agreement Appendix – Appendix H. Specifications of
the Tenant’s Works that were approved by the Landlord – Appendix I, the
architectural planning instructions that were approved by the Landlord –
Appendix J; work plans that were approved by the Landlord – Appendix K,
sign Appendix – Appendix L.
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Appendixes
J – K shall be added with their delivery to the Landlord and their approval as
mentioned in section 6.2 hereafter.
In order
to eliminate doubt it is hereby clarified that in any event of a contradiction
between the provisions of this agreement to the provisions of the Appendixes,
the provisions of this agreement shall prevail. The Appendixes constitute an
integral part of the agreement.
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2.
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Titles and
Interpretation:
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The
titles of the sections appear for convenience of reading only and they shall not
be sued for interpretation.
It is
hereby agreed, as a prevailing provision, that the provisions of this agreement
prevail over all the provisions stipulated in the Appendixes of this agreement,
and in any event of a contradiction the provisions of this agreement shall
prevail.
Without
derogating from the other definitions that appear in this agreement, the
following terms shall be interpreted in accordance with the provisions next to
them in other words:
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2.1
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“the
Leased Property” – part of the “Structure”, as defined above, in the area
of approximately 3988 square meters, located on the 3rd
and 4th
floors, and part of the 5th
floor, according to the specifications hereafter: 3rd
floor – in the area of approximately 1,660 square meters (hereinafter:
“3rd
Floor”) 4th
floor- in an area of approximately 488 square meters (hereinafter: 5th
Floor”) all as marked by the color yellow in Appendix B above, and which
shall exclusively serve the Tenant (hereinafter and together – the “Leased
Property”).
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In order
to eliminate doubt it is clarified that the area of the Leased Property as
specified above, includes a relative part of the public areas in the
Structure.
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2.2
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The
“Building Permit” – building permit no. 20070205 and changes permit no.
20080150 and no. 20090126 that was given to the Structure for performing
additions and changes whose copy is attached hereto as Appendix
B2.
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2.3
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“The
Date of Delivering the Leased Property to the Tenant for Performing the
Works” – within 7 days from the date of signing this
agreement.
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2
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2.4
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The
“Delivery Date” or the “Delivery Date of Possession” – 1st
of April 2010 or the occupancy date in actual fact whichever is the
earlier.
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In this
respect the Tenant undertakes to act with proper diligence in order to inhabit
in actual fact the Leased Property at the earliest time possible and insofar as
possible even before the date stipulated above.
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2.5
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The
“Supervisor” – Any person from the Supervision Office, and this is
according to the sole decision of the
Landlord.
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2.6
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“Supervisor
on Behalf of the Tenant” Any person on behalf of the
Tenant.
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2.7
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The
“Tenant’s Architect or the Project Manger on behalf of the Tenant” – Xx.
Xxxxxx Xxxxxx, or any other person or corporation which shall be appointed
by the Tenant.
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2.8
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“Specifications
of the Tenant’s Works” – technical specifications that was prepared by the
Tenant, for adjusting the Leased Property, according to which the Leased
Property and all of its parts will be adjusted to the requirements and the
purposes of the Tenant (including all the different systems: air
conditioning, sanitation, fire extinguishing systems etc..) that is
attached as Appendix I of the
agreement.
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2.9
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“Details
of the Contents” – all the equipment, the installations and the other
equipment and items of any type or kind that the Tenant shall assemble
and/or place in the Leased Property or in any part of it according to the
specifications of the Tenant’s
Works.
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2.10
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“Layout”
or “Architectural Design Instructions” – general instructions for
designing the internal construction of the Leased Property that shall be
prepared by the Tenant’s Architect that include an architectural plan of
the Leased Property based on the plans of the Leased Property (Appendix B)
which shall be prepared by the Tenant and after the Landlord’s approval it
shall be attached as Appendix J of the
agreement.
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2.11
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“Work
Plans” or “Detailed Work Plans” – work plans for executing the adjustment
work of the Leased Property, that shall be prepared by an architect on
behalf of the Tenant, and the other consultants of the Tenant which shall
be attached as Appendix K of the
agreement.
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2.12
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The
“Tenant’s works” – all the adjustment works for the Leased Property for
the purpose of the lease, in according to the specifications of the
Tenant’s Works and the details of the contents, and subject to any changes
and/or amendments that shall be done in them according to this
agreement.
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In order
to eliminate doubt it is clarified that attaching the Appendixes I, J and K are
for the purpose of informing and for approving them by the Landlord only and
they cannot bind the Landlord in any way in respect to their contents and/or
their compliance with the law.
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3.
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Declarations and
Undertakings of the Landlord
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The Landlord hereby declares
and undertakes as follows:
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3.1
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It
is the registered owner of the Leased Property and the owner of all the
rights in it; it is entitled to enter into this agreement with the Tenant;
it is entitled and it can deliver the possession in the Leased Property to
the Tenant at the Date of Delivering the Leased Property to the Tenant for
Performing the Work, and on the Delivery Date, and that at the signing of
this agreement there is no existing claim and/or demand of a third party
against it, including any permission against its right in the Leased
Property and/or any restriction of any kind and/or any other thing that
prevents the entering into this agreement and/or the performance of this
agreement by it: The Landlord has the exclusive right to lease the Leased
Property to the Tenant and the Tenant and the Landlord shall not prevent
and shall not disturb the Tenant to perform the Tenant’s works subject to
the existence of the Tenant’s undertakings to furnish the approvals
required by it as specified in this
agreement.
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3.2
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At
the date of signing this agreement, its rights in the Leased Property are
clear and free from any debt, pledge, mortgage, lien or other or
additional third party rights, and insofar as it shall pledge its rights
in the land it shall furnish the Tenant an approval signed by the pledge
owner regarding his knowledge and approval of the transaction of the
parties in this agreement and in the event of the realization of the
pledge/mortgage, the Tenant’s rights according to this agreement shall not
be harmed.
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3.3
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The
Landlord declares that to the best of its knowledge there is nothing
preventing it under law, including according to the urban zoning plan to
use the Leased Property for the purpose of the
lease.
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The
Landlord shall assist the Tenant, insofar as it can do so to receive the
approval of the Municipality of Herziliyia that a business may operate in the
Leased Property for the purpose of the lease and this is without imposing on the
Landlord any responsibility including the bearing of payments.
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3.4
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It
is not prevented whether according to law or whether according to
agreement and whether otherwise from signing the lease agreement and
performing all of its undertakings according to it, and its signature on
this agreement as mentioned and the performance of its undertakings is not
a breach of any undertaking towards third
parties.
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3.5
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The
breach of the Landlord’s declarations according to this section, shall
constitute a fundamental breach of the lease agreement with all that
entails pursuant to the lease agreement and according to any
law.
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4
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4.
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The Lease and its
Period
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Subject
the aforesaid and the provisions hereafter, the Landlord hereby leased the
Leased Property to the Tenant and the Tenant hereby leases the Leased Property
from the Landlord, for the purposes of the lease specified in section 7
hereafter, for a period of 120 months, starting from the date of the delivery
(hereinafter: the “Lease Period”) provided the Tenant fulfilled all of his
undertakings according to this agreement, including according to sections 8 and
17 of this agreement all in accordance with the provisions of this
agreement.
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5.
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Receipt of the Leased
Property
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5.1
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It
is known to the parties that the building is an existing building, and the
Landlord told the Tenant that the building went through renovations by the
Landlord.
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The
Tenant declares that he checked and approved the Leased Property’s plan
(Appendix B) the technical specifications of the casing (Appendix C) and found
them to be appropriate and suitable to the purposes of the lease according to
this agreement, and that subject to the Landlord not preventing the Tenant’s
works as specified in this section hereafter, and without derogating from the
provisions of section 5.4 hereafter, he undertakes to receive the Leased
Property to his possession at the time of delivery of the possession and
provided the Landlord shall not unlawfully prevent him from receiving the
possession and that this was not prevented due to circumstances of force
majeure.
In order
to eliminate doubt it is clarified that in the event the delivery of possession
shall be delayed only as a result of circumstances that are dependant on the
Landlord as mentioned above, the delivery date shall be postponed and the
Tenant’s obligations that are imposed on him in this agreement accordingly. If
the delay as mentioned exceeded 21 days the Tenant shall be entitled to
compensation in the amount of double the rent only and this is for a period of
up to 90 days from the date that was intended to be the original delivery date.
A delay in delivery in such circumstances that exceeds 90 days shall entitle the
Tenant with the right to cancel this agreement and this is without derogating
from any other right and/or remedy that is conferred upon the Tenant according
to this agreement and according to any law.
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5.2
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The
Landlord received all the approvals that apply according to law as the
owner of the Structure and which are required as a condition for using the
Leased Property and occupying it, and he shall furnish them to the Tenant
at his request and/or at the request of any authority that shall require
this from the Tenant.
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5.3
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The
parking lot shall be lawfully built and completed (tofes 4 according to
law).
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5.4
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Without
this imposing any liability on the Landlord, the Landlord shall cooperate
and help the Tenant in respect to the performance of the work and/or the
receipt of any approval in respect to the Leased Property. If assistance
shall be required for the Tenant from the Landlord, the Landlord shall
assist the Tenant according to the Tenant’s
request.
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5
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5.5
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If
any of the authorized authorities shall turn to the Tenant, as a condition
to operate the Leased Property and/or during the lease period, with a
demand to receive an approval required according to law which without it
use shall be prevented in the Leased Property for the purpose of the
lease, which is not connected and/or dependant on the Tenant and/or does
not arise from the possession of the Tenant of the Leased Property, then
the Landlord shall act to furnish to the Tenant and/or the authorities the
approval or it shall arrange this opposite the relevant authorities. If
and as a result of the absence of an approval (only) as mentioned the
Tenant shall be prevented from operating his business in the Leased
Property and the Tenant shall be forced to vacate the Leased Property,
according to the requirement of the authorized authorities, the absence of
the approval shall constitute a fundamental breach of the
agreement.
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5.6
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Near
the date of the delivery of possession, the Landlord shall deliver to the
Municipality of Herziliyia a notice regarding the existence of this
agreement and delivering the Leased Property to the Tenant for performing
the work, however it is agreed that the Tenant shall bear payment of
municipal taxes only starting from the delivery date as defined in section
2.4 above.
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5.7
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The
Landlord undertakes that on the delivery date and for the entire period of
the lease, they shall operate central sewage systems, central air
conditioning systems and elevators, and the Leased Property shall receive
routine supply of electricity and water at end points in accordance with
the technical specifications (hereinafter: the “Systems”) and the Tenant
shall have at all times free and continuous access to the Structure and
the Leased Property and reasonable use shall be able to be made of the
Leased Property in accordance with the purposes of the
lease.
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At the
signing of this agreement the Leased Property shall be provided to the Tenant
for performing the Tenant’s works as defined above and by the Tenant’s signature
on this agreement he approves that he received the Leased Property for
performing the Tenant’s works as required according to this agreement, when
beforehand a tour was made in the Leased Property, in the presence of the
Tenant’s representatives, the representative of the Landlord and the supervisor,
and a delivery protocol was prepared for delivering the Leased Property to the
Tenant for performing the work that shall be signed by the representatives of
the Landlord and the Tenant, which shall serve as prima facie evidence in
respect to the leased properties condition at the time it was provided to the
Tenant, except in respect to hidden
defects.
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5.8
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The
Landlord shall be solely responsible to obtain a form 4 (tofes 4) and a
completion certificate for the Leased Property, insofar as these shall be
required by the authorities and the Landlord shall be responsible for
fulfilling his undertakings according to this agreement, in a manner that
will not prevent and/or restrict the Tenant from obtaining a business
permit which is required for the Tenant for its actions in the Leased
Property in accordance with the purposes of the lease, insofar as this is
required. It is clarified that nothing in this section above can derogate
from the Tenant’s responsibility to obtain all the permits required for
obtaining a business license (insofar as this is required) that are
dependant on him only, except those permits that are derived from the
Landlord and/or the Structure and/or the project, as specified
above.
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6
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5.9
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The
completion work shall be performed by the Tenant as specified in section
6.2 hereafter.
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5.10
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In
order to eliminate doubt the Tenant declares that it was brought to his
knowledge that at the time of delivering the Leased Property the Landlord
shall and/or other Tenants shall still be performing the completing works
in the Structure and/or in the other leased properties in the Structure
and the Tenant shall not have any claim and/or lawsuit towards the
Landlord in this matter, subject to allowing the Tenant the possibility of
continuing and/or beginning to perform the work in the Leased Property in
accordance with the provisions of this agreement and/or to use the Leased
Property for the purposes of the lese in a reasonable manner, and full
access shall be given to his customers, and convenient and safe access
shall be made possible to and from the Leased Property and the parking
lot. In light of the Tenant’s purpose of the lease the Landlord undertakes
to take the Tenant and his employees into consideration and allow him to
work without any disturbance, as much as possible. In respect to this
section the provisions of section 32 shall apply
hereafter.
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6.
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The Leased Property –
Technical Description and Changes and Performance of
Work
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6.1
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At
the time of delivering the Leased Property to the Tenant for performing
the work (in other words within 7 days from the date of signing this
agreement), the Landlord shall deliver to the Tenant at the level of the
casing according to the technical specifications attached hereto as
Appendix C, when it is clear and empty from any person and/or object that
belongs to him, and he shall deliver the keys of the Leased Property to
the Tenant for performing the adjustment works of the Leased Property for
the purposes of the Tenant.
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6.2
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It
is known and agreed by the parties that completion works are required in
the Leased Property (hereinafter: the “Completion Works”) and it was
agreed that the Tenant shall perform them after the date of delivering the
Leased Property to the Tenant. Accordingly the Landlord agrees that the
Tenant shall be given permission to perform the completion works in the
Leased Property in the following
manner:
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6.2.1
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The
Tenant shall submit to the Tenant a detailed request to perform the
completion works and the Landlord shall notify him in writing not later
than 7 (seven) days from the date of submitting this request which
amendments or changes are required in the Tenant’s request to perform the
completion works. The Landlord’s comments to the request shall be for
reasonable reasons in the circumstances of the matter. The Landlord shall
deliver his comments (if such shall exist) to the Tenant within these 7
days.
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In order
to eliminate doubt, the approval of the design of the completion works by the
Landlord cannot obligate the Landlord in any manner regarding the quality of the
design of the completion work and all of its components.
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In order
to eliminate doubt, it is clarified that the Tenant shall bring to the Landlord
for approval as mentioned above, also the specified plans of electricity, air
conditioning, safety, plumbing, and construction (if needed) and this is so that
Landlord can examine their suitability to the central systems of the
Structure.
Immediately
after receiving the answer of the Landlord the Tenant shall be entitled to
perform the works which received the approval of the Landlord and this is in
coordination with the Landlord and while preventing any delays and/or
disturbances to the Landlord’s work in the Structure, insofar as they shall be
performed, and/or any damage to the Landlord and/or anyone on his behalf and/or
the work performed in the Structure, by the Landlord and/or anyone on his
behalf. The Landlord undertakes to cooperate with the Tenant in respect to the
approval of the plans and giving his response.
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6.2.2
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The
Tenant shall consult with a plumbing consultant in respect to sprinklers,
and fire extinguishing pipes in the Leased Property, a construction
consultant (if needed) and the Landlord’s safety consultant or other
consultants according to the discretion of the Tenant. It is hereby agreed
that an unreasonable demand for fees of these consultants shall be brought
before the Supervisor for a ruling (and the Landlord hereby confirms that
the Supervisor’s ruling shall bind any consultant as
mentioned).
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6.2.3
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Signature
on a triangle agreement, in the version attached as Appendix
E.
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6.2.4
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The
Tenant undertakes to take out and maintain insurance policies as specified
in the insurance Appendix – Appendix D and this is starting from the date
of delivering the Leased Property to the
Tenant.
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6.2.5
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Notwithstanding
the aforesaid, the parties agree that the Landlord shall bear the cost of
performing the internal completion additions and completions beyond the
technical specifications and this is up to the amount of 7,353,000 NIS
(with respect to all of the Leased Property that constitutes the 3rd
and 4th
floors and part of the 0xx
xxxxx) with additional Vat under law (hereinafter: the “Completion
Additions” and the “Work Budget”, respectively). Beyond this amount , the
Completion Additions shall be financed by the Tenant. In order to
eliminate doubt: 1) the Completion Work shall not include moveable
furniture, specific equipment of the Tenant (such as projectors, computers
etc..) and objects of art and 2) all the items that shall be included in
the completion work shall be owned by the Landlord and shall remain in the
Leased Property at the end of the lease
period.
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6.2.6
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In
addition an amount of up to 490,000 NIS shall be provided to the Tenant
for performing the adjustment works in the casing of the Structure (for
adjustments of flooring, building bathrooms, entrance doors into the
Leased Property, conduction of electricity and ventilation to the
kitchenettes and the cleaning of ceilings). The Work Budget shall be
provided to the Tenant in accordance with the contractors’ invoices of the
suppliers that shall be given to the Landlord with an approval of the
Supervisor on behalf of the Tenant. The Work Budget shall be paid at the
payments terms of current month + 30
days.
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6.3
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The
Tenant shall be responsible for receiving any permit insofar as shall be
required according to any law for performing the completion works
mentioned in section 6.2 above only and payment for it, if required,
whether imposed on the Tenant and whether imposed on the Landlord and the
Landlord shall sign at the Tenant’s request the required documents for
this as the owners of the Structure provided this shall not impose any
responsibility and/or obligation. In order to eliminate doubt it is
clarified that this cannot derogate from the Landlord’s responsibility to
obtain the permits that apply to him according to this
agreement.
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6.4
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The
Tenant shall be responsible according to any law for any bodily harm
and/or damage to property of any type or kind that shall be caused to any
person and/or Leased Property and/or their contents as a result and/or in
respect to the completion works including for damages that were caused
and/or occurred as a result of a negligent act and/or omission of the
Tenant and/or of anyone on his behalf, except for damages that were caused
and/or that occurred as a result of a negligent act and/or omission of the
Landlord and/or anyone on his behalf. The Tenant and/or anyone on his
behalf shall insure the performance of the completion work by all the
required insurance policies as specified in the triangle agreement
attached hereto as Appendix H of this
agreement.
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6.5
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It
is hereby clarified that any delay of the delivery date which is proven to
be originated by the Tenant and/or which is the result of the completion
work as mentioned in sub-section 6.2 above, but subject to circumstances
of “force majeure” as defined hereafter shall not cause a change in the
delivery date regarding the commencement date of executing the payments
that apply to the Tenant, including the payment of rent, management fees,
parking fees all in accordance with the lease
agreement.
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A delay
in the performance of the work and/or their completion as a result of
circumstances of a general recruitment during a state of emergency, a situation
of declared war, earthquake that occurred near the Structure, fire or natural
disaster in the Leased Property or its surroundings, and including strikes that
prevent the arrival of employees to the Structure which shall prevent the
performance and/or the completion of the Tenant’s works (in this agreement
“Force Majeure”) shall delay the delivery date by a period equal to the period
in which the Force Majeure continued and prevented the performance of the
completion of the Tenant’s works. The Tenant shall inform the Landlord of the
existence of Force Majeure immediately after he was informed of this. In the
event a delay as a result of Force Majeure as mentioned continued for a period
which exceeds 3 months, the parties shall be entitled (without derogating from
any other right that they have) to cause the cancellation of this agreement by
giving a written notice to the other party.
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6.6
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Parallel Works –
Canceled
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6.7
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(A)
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In
order to eliminate doubt and without derogating from the provisions in
this agreement hereafter, it is agreed that any completion or addition
that shall be made to the Leased Property within the framework of
performing the completion works, as mentioned in sub- section 6.2 above,
shall be the sole property of the Landlord and subject to the aforesaid in
section 6.7 (c) hereafter, the Tenant shall not be entitled to demand and
receive any consideration for them from the Landlord. Furthermore the
Tenant shall not be entitled to make any changes in them without the
consent of the Landlord
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(B)
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Subject
to the aforesaid in section 6.7 (c) hereafter, the parties agreement that
any completion or addition that shall be made in the Leased Property
within the completion works, as mentioned in sub- section 6.2 above, shall
be the Landlord’s property and this is if the addition or the change
answer the definition of fixed items as defined in the Property Law –
1969.
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(C)
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If
the change or the addition do not answer the definition of fixed items,
such as equipment, devices, furniture etc. that the Tenant brought and/or
placed in the Leased Property (hereinafter: the “Equipment”) they shall be
considered the Tenant’s property, and the Tenant shall be required at the
tend of the lease period to remove them, unless the Landlord agreed to
leave them. At the end of the lease period the Tenant shall return the
Leased Property to the Landlord in the condition in which it was at the
beginning of the lease period, except for reasonable wear and tear in the
circumstances of the transaction under this agreement. The Tenant shall do
his best, that during and as a result of dismantling the equipment and its
removal from the Leased Property damage shall not be caused to the
Structure of the Leased Property, and if material damage shall be caused
he shall take care of repairing the damage.
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(D)
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In
order to eliminate doubt in any event where the Tenant shall not remove
the Equipment as defined above, he shall not be entitled to demand and
receive from the Landlord any consideration for
them.
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6.8
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In
order to eliminate doubt and without derogating from the generality of the
aforesaid and the provisions hereafter, it is hereby clarified that any
installation or change and/or addition to the curtains and/or shades
and/or flags and/or blinds that shall be made in the Leased Property which
affect the appearance of the Structure and/or the Leased Property, must
receive the approval of the Landlord’s
architect.
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7.
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The Purpose of the
Lease
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The
purpose of the lease is for managing and operating a business of
developing and manufacturing software including for performing actions of
different types in the field of high technology and associated fields and
any other action connected to the day to day activities of the Tenant
and/or or another purpose in respect to which he shall notify the Landlord
in advance and in writing, provided that it shall comply with the urban
zoning plan, except for commerce and except if the activities
shall contradict previous undertakings of the Landlord towards other
Tenants, insofar as shall exist (hereinafter the “Purpose of the Lease”).
The Tenant undertakes to use the Leased Property only for the purpose of
the lease unless it was otherwise agreed between the parties in advance
and in writing.
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10
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8.
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Rent
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|
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8.1
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The
monthly rent which shall be paid for the lease period shall be as
follows:
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8.1.1
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For
the Leased Property – the amount of 295,112 NIS (two hundred ninety five
thousand and one hundred and twelve new shekels) (calculated according to
74 NIS per square meter for the office areas on the 3rd
and 4th
floors and part of the 5th
floor and which include management fees (hereinafter: the “Basic
Rent”).
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|
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8.1.2
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Parking
– as specified in section 14A
hereafter.
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8.1.3
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Management
and maintenance fees for the Leased Property – as mentioned in section 20
hereafter are included in the Basic Rent specified in section 8.1.1
above.
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8.1.4
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Payments
for electricity – as specified in the electricity Appendix (Appendix
E).
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8.1.5
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Canceled.
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The Basic
Rent, in addition to the amounts in accordance with sections 8.1.2 – 8.1.4
above, shall be referred together hereinabove and hereafter as
“Rent”.
It is
agreed that during the period of the first 30 days of the rent period the Tenant
shall be except from the payment of rent as defined above (but not from the
payment of municipal taxes, electricity and water).
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8.2
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In
order to eliminate doubt, the rent was determined in an agreed amount that
is not subject to the measuring of the Leased
Property.
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8.3
|
The
rent shall bear additional linkage differences to the consumer price index
as specified in section 11 hereafter (the – “Basic
Rent”).
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8.4
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The
Tenant undertakes to pay the Landlord the rent, with additional linkage
differences and additional value added tax, during the entire lease
period, subject to the provisions of this agreement, in the following
manner:
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8.4.1
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The
rent shall be paid each quarter, for each quarter in advance, and this is
on the 14th
day from the beginning of the relevant quarter of the entire period. If
this date is not a business day,, the payment date shall be postponed to
the first business day after this date, without taking into account
changes in the index.
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11
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8.4.2
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The
payment of rent shall be executed by a bank transfer from the Tenant’s
account to the Landlord’s account or by a regular check, according to the
Tenant’s discretion.
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The
Tenant shall pay the Landlord at the signing of this agreement the Basic Rent
for the first three months, in the amount of 885,336 NIS with additional Vat
under law. The balance of the rent, for the period that begins 3 months after
the delivery date, shall be paid by quarterly payments for each 3 months in
advance, and this is from the 14th day of
the beginning of the relevant quarter for the entire period.
It is
agreed between the parties that a delay of payment of rent which shall not
exceed an accumulated period of 90 (ninety) days during the entire lease period
shall not be considered as a breach of this agreement however it shall bear
linkage differences to the index and interest as defined in section 22.1
hereafter.
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8.4.3
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The
payment of rent shall be updated as specified in section
11.
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8.4.4
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The
Tenant hereby waives the need, if there is such a need, for an advance
notice or demand for the payment of
rent.
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8.5
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It
is known to the Landlord that a condition to the Basic Rent is the
presentation of a certificate from the tax authorities or an accountant or
tax consultant, confirmation for the entire fiscal year, of bookkeeping
subject to the Law of Transactions of Public Bodies (Bookkeeping
Enforcement) – 1976. Furthermore against and as a condition to any payment
that shall be paid by the Tenant the Landlord shall furnish the Tenant a
tax invoice under law. In order to eliminate doubt, the amount of value
added tax shall not pass to the Landlord unless it is against the
furnishing of the certificates as
mentioned.
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9.
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Deleted.
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10.
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Tenancy Protection
Laws Do Not Apply
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The
Tenant confirms and declares that:
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10.1
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The
tenancy protection laws according to the Tenancy Protection Law
(Consolidated Version) – 1972 or according to any other law, do not apply
to this lease.
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10.2
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No
key money or any other consideration has been paid to the Landlord,
directly or indirectly for granting this
lease.
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10.3
|
At
the date of the beginning of this lease period there was no Tenant in the
Leased Property that is entitled to hold it under
law.
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12
The
Tenant declares and confirms that his costs and investments for preparing
changes in the Leased Property, as an addition or renovations or participation
in costs, or any other investment for adjusting the Leased Property to his
purposes, shall not be considered as key money of any type whatsoever and shall
not confer upon the Tenant any right and these investments shall not change the
aforesaid according to which all the tenancy protection laws do not apply to the
Leased Property.
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11.
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Linkage
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11.1
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For
the purposes of this lease
agreement:
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“Index” –
The Consumer Price Index (including fruits and vegetables) that shall be
published by the Central Bureau of Statistics, including that same index and if
it shall be published by another governmental institution, and including any
official index in its place, whether it shall be built on this data on which the
index existing at the signing of this agreement is built or whether not, if
another index shall come, the ratio between the indexes shall be determined
according to the determination of the Central Bureau of Statistics or any other
official factor that shall come in place of the Central Bureau of
Statistics.
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11.2
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The
Basic Index shall be linked to changes in the index (as defined above) and
provided that they shall not be less than the Basic Rent. If on the
payment date of any part of the rent (hereinafter – the “Determined Date”)
the index that was recently published, before the Determined Date
(hereinafter: the “New Index”) is higher than the basic index, the Tenant
hereby undertakes to pay the Landlord these Basic Rent payments when they
are increased or reduced relative to the amount of increase or decrease of
the New Index as opposed to the last basic index previous to it provided
the payment shall not be less than the basic
index.
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The
calculated change (if there shall be) above of the Basic Rent shall be referred
to in this agreement “Linkage Differences”).
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11.3
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For
the calculation of the increase in the index, the payment date shall be
considered the date on which the payment of rent was paid in practice. If
the payment was executed by check, provided it was given by the Tenant to
the Landlord at least one day before the publishing date of the index.
However, it is hereby explicitly emphasized that this is not a waiver or
consent by the Landlord of the Tenant’s obligation to pay the rent at the
agreed times and of the remedies available to the Landlord in the event
they are not paid on time.
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11.4
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The
Tenant hereby undertakes to pay the Landlord the linkage difference, if an
insofar as it shall exist, once per quarter together with the
rent.
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11.5
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The
linkage difference shall be considered as rent for all intents and
purposes.
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11.6
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The
Tenant has the right to pay the rent in advance for any part of the lease
period and in this case the linkage of these amounts shall apply until its
actual payment.
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13
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12.
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Adjustment, Use,
Obtaining Permits and Observance of
Laws
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12.1
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The
Tenant declares that he is aware and it is possible that after the
delivery date additional work shall be performed in the Structure
(renovations and the construction of additional floors) whether by the
Landlord and whether by any third parties and the Tenant shall not object
and shall not disturb in any manner to the performance of the renovation
and construction work by the Landlord and/or any third parties, provided
the work shall be performed in the minimal possible inconvenience and in a
manner that in any event there shall be free, full and continuous access
to the Structure and all the areas of the Leased Property all subject to
the provisions of section 32
hereafter.
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12.2
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The
Tenant undertakes to use the Leased Property only for the purpose of the
lease mentioned in section 7 above and not for any other purpose unless
otherwise agreed between the parties in writing in
advance.
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12.3
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The
Tenant undertakes to do everything necessary and which depends on him
only, in order to obtain all of the permits required, if and insofar as
required according to the law for using the Leased Property or any part of
its, for managing his business in the Leased Property, and to act
according to them provided that there is nothing preventing this due to
the failure of the Landlord to meet his obligations, including the
furnishing of a form 4 (tofes 4) and completion certificate, insofar as
shall be required by the
authorities.
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The
Landlord shall cooperate with the Tenant in the proceedings of obtaining such
permits, provided that this shall not impose on him obligations and/or
undertakings, financial or otherwise, beyond those explicitly imposed on him in
this agreement.
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12.4
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In
order to remove any doubt the Tenant declares that subject to the
fulfillment of the Landlord’s undertakings in respect to the obtaining of
the form 4, and obtaining a completion certificate for the Leased Property
and the project, insofar as shall be required by the authorities he is
aware that the Landlord shall not bear any responsibility for obtaining
any permits that shall be required for managing the Tenant’s business in
the Leased Property or adjusting the Leased Property according to the
provision of any authorized authority for giving this permit. The Landlord
shall sign any document on which the signature of the owners is required
for obtaining such permit as mentioned, within 7 (seven) days from the
date the Tenant and/or anyone on his behalf requested this, insofar as the
document does not contradict the provisions of this agreement and he shall
cooperate with the Tenant in the proceedings for obtaining the permits
without this imposing on him any liability and/or
undertaking.
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12.5
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The
Tenant undertakes to observe any law and to act in accordance with the
provisions of any permit that applies to the Leased Property and/or any
part of it, and to prevent from committing any action or omission that
could impose on the Landlord any liability towards any person or property
provided that there is nothing preventing this due to the failure of the
Landlord to fulfill his undertakings under this agreement and/or to
furnish the form 4 and completion certificate insofar as required by the
authorities as mentioned in section 12.4
above.
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14
Without
derogating from the aforesaid the Landlord shall not act in contradiction to the
provisions of this agreement and/or the provisions of the law that can harm the
rights of the Tenant according to this agreement and/or can impose any liability
on the Tenant towards a person of property which are not according to the
provisions of this agreement.
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12.6
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The
Landlord declares that he is the legally registered owner of the Leased
Property in the land registration office, and that he is entitled to lease
the Leased Property to the Tenant in accordance with the purposes of the
lease as defined in this agreement, and that there is nothing prevent him
according to any law, agreement or any previous undertaking of the
Landlord to lease the Leased Property to the
Tenant.
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13.
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The Transfer of
Rights
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13.1
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The
Tenant undertakes not to deliver and/or transfer and/or lease and/or
assign and/or endorse and/or pledge his rights according to this agreement
in any manner or way and not to permit and third party to use and/or
possess the Leased Property or any part of it and not to allow any third
party participate in its possession or use or benefit from it in any
manner whatsoever, not even as an authorized party or as a concessionaire,
whether directly or indirectly, whether for consideration or without
consideration, unless he received the explicit prior written approval of
the Landlord to this, who shall not withhold his consent unless it is for
reasonable reasons only all without derogating from the provisions of
sections 13.2 – 13.3
hereafter.
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It is
hereby agreed that the Tenant shall be entitled to assign and/or transfer and/or
endorse his rights and/or obligations according to this agreement to any
corporation under his control and/or to any subsidiary and/or parent company
and/or associated company (hereinafter – the “Transferee”) subject to the
approval of the Landlord who shall not withhold his consent provided an
appropriate notice shall be given to the Landlord of this. The agreement and all
of the undertakings of the Tenant according to his agreement have been fulfilled
until the transfer date of the rights.
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13.2
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Notwithstanding
the aforesaid in section 13.1 above, the Tenant shall be entitled, at any
time, to assign all of his rights and obligations according to this
agreement, to another lessee who shall take his place (hereinafter: the
“Substitute Lessee”) under the following
terms:
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13.2.1
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The
identity of the other lessee was approved in advance and in writing by the
Landlord according to the Landlord’s sole discretion. The Landlord
undertakes not to adversely use his right to approve or refuse to approve
the identity of the Substitute Lessee, to exercise this right in good
faith, and he shall not refuse to approve the Substitute Lessee unless
such objection is for reasonable reasons. The Substitute Lessee shall
furnish securities to the Landlord in the amount of the securities
provided by the Tenant according to this agreement. Nothing in the
aforesaid, can prevent the Landlord from demanding that the security to be
furnished by the Substitute Lessee shall be a bank guarantee in place of a
promissory note that the Tenant shall
furnish.
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15
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13.2.2
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The
Landlord shall not be obligated to invest money and/or work for adjusting
the Leased Property to the other Lessee’s needs. If necessary the Tenant
shall have the right to bear the adjustment costs for adjusting the Leased
Property for the Substitute Lessee, insofar as they shall be
necessary.
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13.2.3
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The
Substitute Lessee agrees to accept the terms specified in this agreement
word for word and he shall sign an identical version of this agreement
with the necessary adjustments,
respectively.
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13.2.4
|
At
the signing of the lease between the Landlord and the Substitute Lessee,
the lease period shall end according to this agreement between the
Landlord and the Tenant provided that the Substitute Less shall be
responsible from the assignment date for fulfilling all of the Tenant’s
undertakings according to this agreement from that moment
onward.
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13.2.5
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Without
derogating from the aforesaid in sub section 13.2.4 above, it is hereby
clarified that the assignment of the Tenant’s rights to the Substitute
Lessee cannot derogate in any manner whatsoever from the parties’
undertakings according to the agreement until the assignment date and/or
cannot derogate and/or constitute a waiver of any of the parties of any
claim and/or right of any of them according to this agreement and/or
according to any law.
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13.3
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Notwithstanding
the aforesaid in section 13.1 above it is agreement that the Tenant shall
be entitled, at any time, to allow a Sub-Tenant on his behalf
(hereinafter: “Sub-Tenant”) to use the Leased Property all or in part and
provided that the following terms have been
fulfilled:
|
|
13.3.1
|
The
Landlord gave his agreement to the Sub-Tenant in writing. In order to
eliminate doubt the Landlord undertakes not to adversely exercise his
right to approve or refuse to approve the identity of the Sub-Tenant, to
exercise his right in good faith, and not to refuse to approve the
Sub-Tenant unless it is for reasonable reasons
only.
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13.3.2
|
The
agreement with the Sub-Tenant shall be by a time schedule that shall not
be longer than the time schedule in this agreement and without giving to
the Sub-Tenant any right of priority over the Tenant’s rights according to
this agreement, unless the Landlord approved this in advance and in
writing.
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13.3.3
|
The
Sub-Tenant shall undertake to fulfill all the undertakings of the Tenant
according to this agreement, with respect to the same part in the Leased
Property ( or the entire Leased Property ) which he shall lease from the
Tenant provided that the Tenant shall remain responsible towards the
Landlord for fulfilling his rights and/or the Sub-Tenant’s rights under
this agreement.
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16
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13.4
|
The
Landlord shall be entitled to deliver and/or transfer and/or assign and/or
endorse and/or mortgage and/or pledge all of his rights and/or obligations
according to this agreement, in the Leased Property, in any manner or way
whatsoever, without any restriction and without any need to receive the
Tenant’s consent, subject to the transferee signing in place of the
Landlord on this agreement and taking upon himself all of the Landlord’s
undertakings towards the Tenant, when the Tenant’s rights according to
this agreement will not be
harmed.
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13.5
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The
Tenant undertakes that in any case where he shall be required to sign any
document or note that shall be required for transferring the Landlord’s
rights to any third party, he shall sign any document or note as mentioned
near the time that he was given the document by the Landlord provided that
this signature as mentioned shall not impose on the Tenant any additional
obligation, beyond the obligations that apply to him according to the
provisions of this agreement and that such transfer as mentioned shall be
in accordance to the provisions in section 13.4
above.
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|
14.
|
Changes in the Leased
Property – After Delivering the Leased Property to the
Tenant
|
Without
derogating from the generality of the aforesaid in section 6 above, the parties
agree that in any case where the Tenant shall request to perform changes as
defined hereafter, in the Leased Property after the delivery date, the following
provisions shall apply:
|
14.1
|
The
Tenant undertakes not to perform and not to allow another to perform any
internal and/or external change in the Leased Property and/or not to add
any addition and/or not to demolish any part of the Leased Property and/or
any of its installations and not to allow anyone to make any changes
and/or repairs and/or additions and/or demolitions (hereinafter: the
“Changes”) and this is except for light changes such as color change of
internal partitions and/or changes which are not permanently fixed to the
Leased Property, and except for small internal changes such as hanging
pictures, drilling holes, changing the location of the partitions, open
space etc.. (for which the Landlord’s approval is not required) without
receiving the Landlord’s prior written consent. The Landlord undertakes
not to adversely exercise this right and to exercise this right in good
faith, and that he shall not refuse to approve changes unless it is for
reasonable reasons only.
|
If the
Tenant performed such changes, without receiving the Landlord’s prior written
consent and the Landlord demanded in writing to restore the condition of the
Leased Property to its previous state the Tenant must restore the Leased
Property to its previous state within 14 days from the written
demand.
If the
Tenant has not performed his undertaking as mentioned, the Landlord shall be
entitled to perform this himself and/or by anyone on his behalf and the Tenant
shall return to the Landlord all of the monetary costs for this against written
proof.
17
|
14.2
|
If
the Landlord agreed to the Tenant’s request to put changes in the Leased
Property, and the changes shall include adding “fixed” items as defined in
the Property Law – 1969, the fixed items shall be the property of the
Landlord when vacating the Leased Property and the Tenant shall not be
entitled to remove them from the Leased Property or to restore the Leased
Property to its state before the changes were made, unless the Landlord
shall notify the Tenant in advance and in writing of his demand to have
the Leased Property restored to its state before the changes were made. In
respect to this section, the provisions of section 6.7 shall apply mutatis
mutandis.
|
In order
to eliminate doubt, any change that will include adding fixed items as mentioned
shall not be considered as payment of key money as it is defined in the Tenancy
Protection Law – 1972.
|
14.
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(A)
|
Parking
Lots
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|
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14.1
|
(A)
|
If
it was brought to the knowledge of the Tenant that the Landlord and/or
anyone on his behalf is operating an underground parking lot in the
Structure, all as specified in Appendix G of this agreement and, subject
to the provisions of this section hereafter:
|
|
The
parties agree that the Tenant shall have the right to lease marked parking
spaces and entrance rights to the parking lot as defined hereafter, and
this is at the prices stipulated in sections 14.2.1A – 14.2.3A
hereafter.
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|
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14.2
|
(A)
|
The
parties agree that the Tenant shall have the right to lease marked parking
spaces and entrance rights as defined hereafter, and this is at the terms
and prices stipulated hereafter:
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|
|
14.2.1
|
(A)
|
For
the entry right into the parking lot on the basis of a vacancies, in the
underground parking lot, and without the Tenant having the right to a
certain place (but subject to the provision in sub- section 14.2.4 and
14.2.5 hereafter) (hereinafter: “Entry Right into the Underground Parking
Lots”), the amount of 500 NIS, with additional Vat under law, for every
Entry Right into the Parking Lot per
month.
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|
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14.2.2.
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(A)
|
For
marked ground floor parking at the back side of the Structure
(hereinafter: “Marked Ground Floor Parking”) the amount of 260 NIS, with
Vat under law, for each parking space per
month.
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|
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14.2.3
|
(A)
|
For
parking spaces that shall be intended for the sole use of the Tenant
and/or his employees, in the underground parking lot (hereinafter: “the
Marked Parking Spaces”) the amount of 640 NIS with additional Vat under
law, for each Entry Right into the parking lot per month. It is agreed
that these parking spaces shall be on floor -1 in the parking lot, insofar
as there shall be nothing preventing this by the local
authority.
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|
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14.2.4
|
(A)
|
It
is agreed that the payment for the Entry Right to the under underground
parking spaces and/or the ground floor parking spaces, includes all of the
payment for the parking, including municipal taxes, management fees and/or
any other payment, that exist at the signing of this agreement and/or that
shall be imposed in the future for using the
parking.
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18
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14.2.5 (A)
|
Subject
to the provisions in this paragraph hereafter, up to 110 Entry Rights to
the underground parking lot out of which 10 parking places are marked, and
in addition to this 10 parking spaces in the ground floor parking lot -
shall be allocated to the Tenant for the entire duration of the lease, and
the realization of the quantity of parking spaces that shall be leased in
practice shall be done according to the needs of the Tenant by his notice
to the Landlord from time to time. Notwithstanding the aforesaid, the
Tenant shall have the right, at any time (including a number of times) to
return underground and/or ground floor parking spaces to the Landlord, at
the quantity and the location according to the Tenant’s decision. Upon the
return of the parking spaces as mentioned to the Landlord, the charge for
the returned parking spaces shall be immediately reduced provided the
quantity of underground parking spaces that the Tenant shall lease from
the Landlord shall not be less than 50 underground parking spaces, and
provided that the reduction of the number of parking spaces was the result
of a reduction of manpower of the Tenant. In such case as mentioned, the
Landlord’s undertaking to parking spaces shall be restricted to the
quantity of parking spaces that shall remain after this reduction, and
this is until the end of the lease
period.
|
It is
agreed that the Tenant shall be exempt from payment for 10 ground floor parking
spaces and for 6 (six) underground parking spaces, for the entire lease
period.
|
|
14.3 (A)
|
The
Landlord undertakes, that until the delivery date, the underground parking
lot shall be built and complete (legal form (tofes)
4).
|
|
|
14.4 (A)
|
It
is agreed that the parking lot shall be open and accessible to the Tenant
24 hours a day from Sunday to Thursday and between the hours of 7:00 to
16:00 on Fridays and on the eve’s of holidays, an this is except for
holidays and days in respect to which different provisions shall be given.
In light of the expected activities of the Tenant in the Leased Property,
in cases where the parking lot shall be closed and insofar as this shall
be necessary for the Tenant the Landlord shall act in order to find an
alternative appropriate solution which is acceptable to the
Tenant.
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|
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14.5 (A)
|
Deleted.
|
|
|
14.6 (A)
|
It
is agreed between the parties that if the lease of the ground floor
parking places shall not be possible, then the Landlord shall give the
Tenant alternative parking places that shall be located in the underground
or ground floor parking lot which is situated at a distance which is no
more than the distance which exists between the existing ground floor
parking spaces and between the Leased
Property.
|
19
|
(B)
|
It
is agreed between the parties, that the Landlord shall be entitled during
the lease period, according to its sole discretion, to move the location
of the marked parking spaces to any other place within the area
of the underground parking lot on a floor on which the parking spaces as
specified in section 14.2.3 (A) above are located, provided that in this
case, the alternative parking spaces shall be chosen by the Landlord
together with the Tenant.
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|
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14.7 (A)
|
The
parking fee for the parking spaces specified above (both in section 14.2.1
A and in section 14.2.3 A) shall be considered rent for all intent and
purposes, and they shall be linked to the Basic Index, and all the
provisions of this agreement shall apply to them without derogating from
any remedy given to the Landlord and/or the management company and/or the
management company of the parking lot according to the parking lot
management agreement.
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|
|
14.8 (A)
|
In
order to eliminate doubt it is hereby clarified that in any case of
contradiction between the provisions of this agreement and the provisions
of Appendix G, the provisions of this agreement shall
prevail.
|
|
15.
|
Maintenance and the
Prevention of Nuisances
|
The Tenant’s
Undertakings
|
15.1
|
The
Tenant shall keep the Leased Property in a reasonable condition, he shall
maintain reasonable orderliness and cleanliness in the Leased Property and
its surroundings, and he shall abstain insofar as possible from causing
damage or malfunction to the Leased Property or its
installations.
|
It is
hereby clarified that it is the Management Company’s responsibility to maintain
the main systems in the Structure.
|
15.2
|
The
Tenant shall fulfill the instructions of any authorized authority as shall
be given from time to time, in respect to the cleaning procedures and the
manner of removing the remnants of trash, and maintaining the good working
order of the drainage system and all the other systems in the Leased
Property.
|
|
15.3
|
The
Tenant undertakes to keep reasonable cleanliness in the Leased Property
and its surroundings, to abstain from accumulating trash and materials
that could cause a fire and to take any reasonable means to prevent
fire.
|
20
In order
to prevent doubt, the Tenant declares that he is aware that other leased
properties are located or shall be located in the surroundings and that he must
install machines and/or devices and/or take the required means for preventing
the scattering of trash and/or smells and/or harmful materials from his factory
and that can cause a nuisance and/or pollution to the other leased properties in
the area, all subject to any law.
|
15.4
|
The
Tenant shall notify the Landlord and/or the management company (including
by telephone no. 00- 0000000) of any damage to the Leased Property or
nuisance that was caused to the Leased Property within 48 hours from the
time he became aware of the damage and/or the nuisance as
mentioned.
|
|
15.5
|
The
Tenant shall take care of the proper maintenance of the Leased Property
and all of its systems, except for the central systems of the Structure
and/or the Leased Property that affect the Leased Property (including air
conditioning) so that they will be taken care of and maintained at the
responsibility and at the expense of the Landlord, and he shall repair at
his expense any defect or malfunction in the Leased Property and/or its
systems and/or any defect or malfunction insofar as this is dependant on
the Tenant and/or under his responsibility and which causes a nuisance to
the other leased properties neighboring the Leased Property, and which
shall be caused or created or discovered in the Leased Property or from it
or in an part of its, including plumbing repairs and other different
repairs and this is immediately after they occurred and/or were caused
and/or were discovered, except for a defect or malfunction in the Leased
Property, all or in part of it and/or in its systems which was caused as a
result of the central systems in the Structure and/or in the Leased
Property and/or damages to the Structure and/or damages under that are
under the Landlord’s responsibility and/or damages to the systems that are
maintained by the management company according to the provisions of the
management agreement and then the responsibility applies to the
Landlord.
|
|
15.6
|
If
the Tenant did not perform his undertakings or any of them (according to
the aforesaid in section 15 and all of its sub-sections) or the damage was
not repaired, the Landlord shall be entitled but not obligated, to perform
the repairs himself provided that he gave prior written notice to the
Tenant about this and coordinated this with the Tenant and all the repair
costs shall apply to the Tenant, who will be obligated to refund them to
the Landlord against written
proof.
|
|
15.7
|
The
Tenant hereby gives his consent and full authorization that the
representatives of the Landlord his employees and/or agents, shall be
entitled to enter into the Leased Property, in advance coordination with
the Tenant and with a representative on behalf of the Tenant, and at any
time during the Tenant’s works hours, in order to check the condition of
the Leased Property, the fulfillment of the Tenant’s undertakings
according to this agreement, the Leased Property’s systems, its equipment
and installations, and in order to make any repair and/or maintenance work
that the Landlord must perform according to the provisions of this
agreement and according to any law, technical arrangements or others, and
the representatives of the Leased Property are entitled to enter the
Leased Property in order to show it to other potential lessees, and this
is in the last nine months of the lease
period.
|
21
Nothing
in the aforesaid can impose any duty on the Landlord beyond what is specified in
the other sections of this agreement.
|
15.8
|
The
Tenant shall comply with all the Landlord’s instructions, the insurance
company and the instructions of any other authorized authority that are
connected to the fire extinguishing arrangements and procedures, the
prevention of fires, civil defense and safety, that arise from the
Tenant’s activities in the Leased Property, and the Tenant shall take any
reasonable means in order to prevent explosion and/or
fire.
|
|
15.9
|
The
Tenant undertakes to fulfill the provisions of any law including any
legislation, regulation, order, bylaw or instruction of any authorized
authority regarding the management of his business in the Leased Property
and in respect to the maintenance of the Leased Property and the use of
it, the Tenant shall be responsible also for the payment of any penalty
that shall be imposed as a result of the failure to fulfill the provisions
as mentioned.
|
The Landlord’s Undertaking
and the Management Company
Without
derogating from the aforesaid in sections 15.1- 15-9 above, the Landlord and the
management company undertake as follows:
|
15.10
|
The
management company shall take care of the proper and day to day
maintenance of the common areas of the Structure and of the central
systems of the Structure as specified in section 15.5
above.
|
|
15.11
|
That
they will allow the Tenant and anyone on his behalf including but without
derogating from the generality of the aforesaid, to the employees, workers
and visitors, at any time and subject to the provisions of this agreement,
convenient access to the Leased Property, the parking spaces and from
them.
|
|
15.12
|
The
Landlord and the management company shall be responsible for maintaining
and repairing at their expense (subject to the payment of management fees
according to the agreement) all of the defects and/or the flaws and/or the
malfunctions that shall be revealed outside of the Leased Property in
other words in the casing of the Leased Property and in the public areas
and in the systems/ installations of the Structure as stipulated in this
agreement. The repairs and the maintenance as mentioned, shall be
performed as quickly as possible in the circumstances of the matter in
order to reduce the harm of the Tenant’s reasonable use of the Leased
Property and the access to it as much as
possible.
|
|
16.
|
Safeguarding the
Leased Property
|
|
16.1
|
The
Tenant shall not load on the floor of the Leased Property more than the
weight it was intended for. The permitted weight on the floor of the
offices is 450 kilograms for each square meter. The permitted weight in
the parking lots is 250 kilograms for each square
meter.
|
22
|
16.2
|
In
any event of special or concentrated loading or the placement of machines,
the Tenant must submit plans and obtain prior written consent from the
Landlord’s engineer.
|
|
16.3
|
If
the Tenant shall request to perform “works with heat” he shall not do so
unless he gave a written notice to the management company regarding the
works and their nature and he shall take any means required by the law for
performing such works as
mentioned.
|
|
16.4
|
In
this section the meaning of the expression “works with heat” shall be as
follows: the performance of any works that involve welding, hot and cold
soldering, work with a burner (such as cutting, tarring and sealing)
drilling, sharpening, cutting with a disc, the burning of materials and
any work that involves the emission of sparks or
flames.
|
In order
to eliminate doubt it is hereby clarified that the procedure specified above
does not apply in the case of works with heating with dangerous containers such
as fuel or gas containers, and in the case of such works as mentioned the Tenant
shall be required to accept the specified procedure from the Landlord’s
engineer.
|
17.
|
Security
|
|
17.1
|
For
ensuring the fulfillment of all the Tenant’s undertakings according to
this agreement, the Tenant shall deliver to the Landlord at the signing of
this agreement a promissory note of the Tenant and this is in the amount
equal to the Basic Rent for six (6) lease months with additional Vat (in
other words 1,770,672 NIS with additional
Vat).
|
In order
to eliminate doubt, it is clarified and agreed between the parties that in the
case where shares in the Tenant’s corporation shall be transferred and/or issued
to another company except to a “transferee” as defined in section 13.1 above,
especially in a manner than can or could transfer the control in the corporation
of the Tenant from the controlling shareholders as they are at the time of
signing this agreement, then the receiver of the rights shall furnish to the
Landlord, as a condition to the Landlord’s consent to the transfer of rights as
mentioned in place of the promissory note, a bank guarantee in an identical
amount of the promissory note, and the provisions of this section shall apply
mutatis mutandis. It is clarified that the provisions of this section shall not
apply to a Sub-Tenant.
|
17.2
|
In
respect to the security the Landlord shall act in accordance with the
following provisions:
|
|
17.2.1
|
In
the event of a breach of this agreement by the Tenant the Landlord shall
be entitled to realize the promissory note and this is only provided he
gave the Tenant a prior written notice of 5 business days in advance, in
which he shall specify the breach and his intention to use the promissory
note.
|
23
|
17.2.2
|
Nothing
in the aforesaid can constitute an admission and/or consent of the Tenant
to realize the promissory note by the Landlord and/or can harm any right
conferred upon the Tenant according to this agreement and/or according to
law.
|
|
17.2.3
|
At
the return of the Leased Property to the Landlord in the condition as the
Landlord undertook according to this agreement, the Landlord shall return
to the promissory note to the Tenant subject and against presenting all of
the certificates and receipts indicating that the Tenant covered all the
payments that apply to him according to this
agreement.
|
If the
promissory note shall be realized by the Landlord the Tenant must furnish to the
Landlord a new promissory note in place of the promissory note that was realized
as mentioned, within 7 days from the date that he received a notice of the
realization of the promissory note. In order to eliminate doubt, it is hereby
clarified that depositing the promissory note as mentioned above, is a
fundamental term of this agreement.
|
18.
|
Using the Other Areas
Outside of the Leased
Property
|
The
Tenant shall not be entitled to make any special use of the sidewalks, the
roads, the stairwells or any other area outside of the Leased Property, unless
it was otherwise agreed between the parties in advance and in
writing.
|
19.
|
Electricity, Water,
Communications Systems, Drainage and
Signs
|
|
19.1
|
The
Landlord undertakes that the connections to the water, electricity,
communications services and/or any other service that is necessary for the
Tenant for operating the purposes of the lease, shall be installed up to
and until the Leased Property
itself.
|
Without
derogating from the provisions in this agreement hereafter the Tenant confirms
that he is aware that the installment of the water system in the Leased Property
and the connection of the Leased Property to the water network are conditioned
upon a contract between him and the local authority or the management company,
regarding the installment of meters for the Leased Property, and any payment in
respect to this applies to the Tenant.
The
installation of the electricity systems in the lease property and the connection
of the Leased Property to the electricity network are conditioned upon a
contract between him and the Landlord and/or the management company, all
respectively, regarding the installation of meters and any payment in respect
tot his applies to the Landlord.
The
Landlord undertakes to cooperate with the Landlord in obtaining the supply of
Bezeq services or the services of another communications supplier for the Leased
Property and he shall sign all of the documents, as shall be required by Bezeq
and/or the other communications supplier within 7 (seven) days from the date the
Tenant and/or anyone on his behalf requested this, including the collection of
payment from the communications supplier for the right for giving services to
the Tenant.
24
|
19.2
|
The
Tenant agrees that not connecting the Leased Property to the electricity
network as mentioned in Appendix E and/or to the water network shall not
derogate from his undertakings according to this agreement, and shall not
constitute a cause for suing damages from the Landlord, as long as the
Landlord shall supply to the Leased Property electricity and water in an
alternative and regular manner which shall meet all of his needs until the
connection of the Leased Property to the water network, and to the
electricity network in accordance with Appendix
E.
|
Subject
to the Landlord’s obligation to supply electricity as specified above, it is
agreed that the Landlord (and the Landlord only) shall have the right to stop
the supply of electricity to the Structure in bulk, and connect the Leased
Property to the general electricity network of the Electricity
Company.
Notwithstanding
the aforesaid in sections 19.1 – 19.2 above the Tenant declares and confirms
that he is aware that the Landlord shall be entitled to install in the Structure
a central water faucet through which the water supply shall be passed to the
leased properties in the Structure. In such case the Tenant undertakes to pay to
the Landlord or to anyone on his behalf for the water consumption of the Leased
Property, within 14 days from receiving a demand from the Landlord, and provided
that the water tariffs that shall be collected by the Landlord shall not exceed
those of the local authority or of the water company that supplies water to
Structures around the Leased Property.
|
19.3
|
The
Tenant declares and confirms that he is aware that all the electricity
services to the Structure and to the Leased Property shall be supplied by
the Landlord and/or anyone on his behalf, in bulk, and that electricity
services shall not be given to the Structure and/or the Leased Property by
the Electricity Company.
|
|
19.3.1
|
The
Tenant undertakes to pay to the Landlord and/or to anyone on his behalf
his share in the electricity costs of the Leased Property all as specified
in Appendix E of this agreement (electricity Appendix) and his part in the
electricity costs for operating the central air conditioning system in the
Leased Property, in accordance with the relative share of the Leased
Property in the Structure as specified in section 7A of the electricity
Appendix (Appendix E) and in addition to the management fees. It is agreed
that in any case the electricity tariffs collected by the Landlord shall
not increase over those of the Electricity Company and it is clarified
that the Tenant shall not bear payment for operating the air conditioning
in the public areas of the
Structure.
|
|
19.3.2
|
The
Tenant undertakes to sign with the Landlord and/or anyone on his behalf
the electricity agreement (Appendix E) and to bear all the payments for
the electricity services for the Leased Property only, as specified in
Appendix E and subject to the aforesaid in section 19.3.1 in respect to
the electricity tariffs.
|
25
|
19.4
|
The
Tenant undertakes to prevent blockages or malfunctions in the sewage
system in the Leased Property as a result of unreasonable use, and to bear
the costs of repair or the costs of replacing this system, that were
caused as a result of unreasonable
use.
|
|
19.5
|
The
Tenant shall not install signs outside of the Leased Property or on the
Leased Property, unless after he received the prior written approval of
the Landlord and/or the management company in accordance with the signs
Appendix which is attached as Appendix L of this
agreement.
|
The
Landlord and/or the management company together with the Tenant shall determine
the shape of the sign, its size and location and the Tenant shall be required to
install the sign as determined. If the Tenant shall install a sign in breach of
this section the Landlord and/or the management company shall be entitled to
remove it – at the Tenant’s expense.
|
19.6
|
The
Tenant shall bear any tax or fee, for installing the sign and maintaining
it, and he shall have the duty to obtain any permit that shall be required
for installing the sign and the Landlord shall assist the Tenant insofar
as this shall be required to obtain the permit as
mentioned.
|
|
19.7
|
If
the Landlord and/or the management company shall set up uniform signs for
all the Structures that were constructed and/or shall be constructed by
the Landlord in the area of the Leased Property, the Tenant must bear the
relative payment for the
signs.
|
Any
amount that the Tenant must pay according to this sub- section shall be deemed
rent for all intent and purposes.
|
19.8
|
The
Landlord shall be entitled to install on the roof of the Leased Property
or in its yard signs for advertising purposes of the Landlord and/or his
tenants in the Structure and/or in the Project while maintaining its
architectural character and quality, and the Tenant shall not be entitled
to object to placing them, provided that these signs cannot harm the signs
of the Tenant and the Tenant’s possibility to make good and efficient use
of the Leased Property in accordance with this agreement and/or of any
other right that is conferred upon the Tenant according to this
agreement.
|
|
20.
|
The Supply of Common
Services and Installations
|
|
20.1
|
The
Tenant shall be entitled to use the common installations that are located
in the area of the Leased Property, on for the purpose for what they are
intended, all in accordance with the instructions of the Landlord and/or
the management company.
|
|
20.2
|
Deleted.
|
26
|
20.3
|
The
Tenant declares and confirms that he is aware that for the maintenance of
the Leased Property, other leased properties in its surroundings and the
common services to all the leased properties, including the public areas,
such as: the external walls, the public restrooms, the courtyard and the
security rooms and the installations in the Structure, the Landlord shall
provide maintenance and management services, direct and/or by sub
contractors and/or by a services company (hereinafter – the “Management
Company”).
|
For the
purposes of this chapter: the main systems including the air conditioning
systems, the elevators, the electricity boards, plumbing, light, water, main
sewage and drainage, fire extinguishing, emergency generator, smoke detector,
public announcement and control systems.
Furthermore
the Tenant is aware that the Landlord is entitled to deliver the management of
the parking lot to an additional entity, which shall be hereinafter referred to
as – the “Parking Lot Management Company”.
|
20.4
|
Without
derogating from the provisions regarding the signing of the agreement for
managing the parking lot, at the demand of the Landlord the Tenant
undertakes to sign a management agreement with the Landlord and/or the
management company and to bear all the payments for the management
services as mentioned in this
agreement.
|
In any
event of a contradiction between the provisions of this agreement and the
provisions of the management agreement, the provisions of this agreement shall
prevail.
|
20.4.1
|
The
parties agree that the management and maintenance fees which the Tenant
shall pay to the Landlord and/or to the management company, for the entire
lease period shall be 12 NIS (twelve shekels) per square meter per month,
with additional Vat under law, and which shall be included in the Basic
Rent, which are specified in section 8.1
above.
|
|
20.4.2
|
The
management and maintenance fees shall include, inter alia, costs for the
cleaning and gardening services, the checking and repair services of the
systems mentioned above, the supply of electricity and water in the public
areas, insurance of the public areas including breakage insurance, and
costs for any other services that shall be required according to the
discretion of the Landlord and/or management
company.
|
|
20.4.3
|
The
Tenant shall pay an addition fee to the management and maintenance fees
for a specific service insofar as shall be periodically agreed upon
between the parties, and which shall be provided to the Tenant and/or to
the Leased Property, by the management company. Subject to the provisions
of section 32 hereafter the Tenant shall not be entitled to set off from
the amounts that shall be due from him to the management company, amounts
that shall be due to him from the Landlord, and he shall not be entitled
to set off from amounts that shall be due from him to the Landlord amounts
that shall be due to him from the management
company.
|
27
|
20.5
|
Without
derogating from the generality of the aforesaid the obligation to pay
management fees from the Tenant according to the provisions of this
section above, and parking fees according to the provisions of this
agreement is as the obligation to pay rent and their breach entitles the
Landlord to all the remedies that shall be specified in this agreement,
and without derogating from any remedy that is conferred upon the
management company and/or the management company of the parking lot
according to the parking lot management company and/or according to any
law. Nothing in this section can harm any right and/or claim conferred
upon the Tenant according to this agreement and/or according to any
law.
|
|
20.6
|
In
the case where services are provided as mentioned by the management
company and/or the parking lot management company the word “Landlord” in
this section shall have the meaning of the Landlord and/or the management
company and/or the parking lot management
company.
|
|
20.7
|
The
Landlord shall cause the management company to maintain the Structure and
the building’s systems routinely and continuously as stipulated in this
agreement and/or in the management agreement, while maintaining a high
level of cleanliness and
maintenance.
|
|
20.8
|
The
breach of this agreement by the management company shall be considered as
a breach of the agreement by the
Landlord.
|
|
21.
|
Taxes, Levies and
Obligatory Payments
|
|
21.1 (A)
|
All
the taxes, the municipal taxes, the payments, the fees and the levies
(hereinafter: the “Taxes”) whether municipal or whether governmental or
others, that are imposed or shall be imposed in the future on or in
respect to the Leased Property or in respect to the management of the
Tenant’s business in the Leased Property during the lease period or in
respect to this, which lawfully apply to the Tenant as a Tenant and/or as
a possessor of the Leased Property, shall apply to the Tenant and shall be
paid by him starting from the delivery date in actual fact of
the Leased Property to the Tenant. If such payment was imposed for a whole
year and only part of it is within the lease period, the Tenant shall pay
the relative portion of the said payment. Any such payment that applies
before the beginning of the lease period and/or such payment that does not
arise from the Tenant’s consumption, shall apply and be paid by the
Landlord (even if the payment was charged after the beginning of the lease
period).
|
|
(B)
|
Notwithstanding
the aforesaid all the taxes and/or levies and/or fees and/or any other
payment that shall be imposed for development work and lease fees and
betterment levy that shall be imposed on the Leased Property and/or any
tax, payment of fee, levy and/or any other cost that is connected to the
Leased Property and which apply or shall apply to the Leased Property and
which arise from the ownership of the property/ Leased Property, shall
apply to the Landlord and shall be paid by
him.
|
28
|
(C)
|
Municipal
taxes which are imposed for the Leased Property shall apply in any event
on the Tenant and this is also if the law shall determine that the tax
shall be paid by the Landlord and/or the property
owner.
|
|
21.2
|
Nothing
in the aforesaid is an obligation of the Tenant to pay income tax, capital
gains tax, land appreciation tax, property tax etc… insofar as they apply
to the Landlord.
|
|
21.3
|
Value
Added Tax that shall be imposed on the Landlord or on the Tenant for this
lease shall apply to the Tenant only and shall be paid by him against
furnishing an appropriate tax
invoice.
|
|
21.4
|
Any
payment that shall be paid to the Landlord by the Tenant according to this
agreement shall be paid with additional Vat, at its lawful rate at the
time of payment. It is agreed that the amount of Vat shall be paid by a
postdated check for the payment date of the
Vat.
|
|
21.5
|
In
order to eliminate doubt, the Tenant hereby confirms that any reduction of
depreciation in respect to the Leased Property, as shall be from time to
time, including in respect to the adjustments and additional that were
made as mentioned in section 6 above, shall be credited to the Landlord
only, except for equipment that belongs to the Tenant and investments and
construction that the Tenant made in the Leased
Property.
|
|
21.6
|
Deleted
|
|
22.
|
Delay
Interest
|
|
22.1
|
Without
derogating from the generality of the rights of the Landlord in this
agreement, or in accordance to the law, in any event the Tenant shall
delay a payment of rent and/or management fees, according to this
agreement, not as a result of an action or omission of the Landlord, the
Tenant shall be required to pay the Landlord the amount in delay with
annual interest at a rate of 12% (hereinafter: the “Interest”) and this is
from the date of delay and until the date of payment in actual
fact.
|
In the
event the Landlord shall owe the Tenant monies and he shall not pay them to the
Landlord at the time that shall be determined for this by the parties, the
Landlord shall bear the linkage differences and interest under law.
|
22.2
|
If
any of the parties paid a payment that applies to the other party, as a
result of the other party failing to pay the payment on time, and after a
prior written notice was sent to the other party at least 7 (seven) days
in advance, the paying party shall be entitled to a refund of the payment
with interest as defined above, from the date of its payment until it is
refunded.
|
29
|
23.
|
Frustration of the
Lease
|
If the
Leased Property shall be damaged or a material part of it shall be damaged and
without it the Tenant shall not be able to fulfill the purpose of the lease in
the Leased Property in a reasonable manner (not following an action or omission
of the Tenant) or enjoyment from the Leased Property in full or in a material
part of its or that without it the Tenant shall not be able to fulfill the
purpose of the lease in the Leased Property in a reasonable manner (not
following an action or omission of the Tenant) this agreement shall be
terminated and it shall be considered as cancelled, the Landlord shall return to
the Tenant the rent and/or the payments and/or the securities, that he received
in advance for the period after this event, and this is in the amount that was
paid in actual fact, with linkage, and without the Tenant having any cause of
action in torts and/or in gross negligence of the Landlord and/or of the
management company and/or of anyone on their behalf (including their employees)
then the Tenant shall be entitled to xxx the Landlord for all the damages that
he shall incur and to receive all the remedies according to this agreement
and/or according to law.
|
24.
|
Liability and
Insurance
|
|
24.1
|
The
liability of the parties in this agreement shall be in accordance with
their liability according to law, provided that if a lawsuit shall be
submitted against the Tenant to which the Landlord shall be added only due
to the fact that he is the registered owner, the Tenant shall indemnify
the Landlord for the amount that he was required to pay to the plaintiff
according to a final judgment whose performance was not delayed, all
provided the indemnification as mentioned shall not apply in cases where
the lawsuit shall be for an action or omission of the Landlord and/or the
management company and/or anyone on their behalf and/or due to a defect or
malfunction in the Structure or in the casing of the Leased Property. It
is emphasized that the parties undertake to act in order to exercise all
of their rights according to their insurance policies specified in this
agreement.
|
|
24.2
|
The
Tenant undertakes to fulfill all of the provisions of the insurance
Appendix, Appendix D which is attached hereto and which constitutes an
inseparable part of this agreement and to bear the payment for insuring
the building as specified in section 24.14 of Appendix
D.
|
|
24.3
|
The
payments specified in section 24.14.1 of Appendix D shall be considered as
rent payments for all intents and
purposes.
|
|
25.
|
The Breach of the
Agreement and its
Cancellation
|
|
25.1
|
Deleted.
|
30
|
25.2
|
Without
derogating from the provisions of any law, each of the following actions
or non actions shall be considered a fundamental breach of this agreement
by the Tenant, after the Landlord sent the Tenant a warning letter for the
breach and the Tenant did not repair the breach within 14 days from the
date it the Landlord’s notice was received by
him:
|
|
25.2.1
|
Using
the Leased Property not for the purpose of the lease mentioned
above.
|
|
25.2.2
|
Transferring
the Tenant’s rights in the Leased Property to another, in contradiction to
the provisions of section 13 above, and subject to the provisions of this
agreement in respect to the substitute-Tenant and the
Sub-Tenant.
|
|
25.2.3
|
Deleted.
|
|
25.2.4
|
The
failure to pay rent and/or management fees and/or parking fees and/or the
failure to deliver and/or the failure to renew the promissory note for a
period that exceeds 30 days. In this respect the periods of bank strikes
and/or force majeure shall not be taken into
account.
|
|
25.2.5
|
The
rendering of a receivership order, or liquidation order, or order
appointing a receiver on all the Tenant’s assets or on any part of them,
which shall not be canceled within 90 days from the date it was issued. It
is agreed that the Landlord shall not rely on this cause of action in the
event the Tenant shall prove to the Landlord’s satisfaction that the
motion that was not yet cancelled even after 90 days passed, is bothersome
or groundless.
|
|
25.2.6
|
The
failure to remove a nuisance in respect to which a final judicial order
was rendered to remove it.
|
|
25.2.7
|
The
failure to return possession of the Leased Property at the time and in the
manner specified in section 26
hereafter.
|
|
25.2.8
|
Deleted.
|
|
25.2.9
|
The
committal of an action in contradiction to the provisions of section 14,
15 and 16 above.
|
|
25.2.10
|
The
failure to pay for services that shall be given to the Leased Property
according to the maintenance agreement, the parking lot management
agreement.
|
|
25.3
|
The
parties agree that the performance of one of the actions or the failure to
perform the actions specified hereafter shall be considered a fundamental
breach of this agreement by the Landlord, after the Tenant sent the
Landlord a warning for the breach and the Landlord did not repair the
breach within 14 days from the date of the
warning:
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25.3.1
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The
transfer of the Leased Property in contradiction to the provisions of
section 13.
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31
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25.3.2
|
The
failure to supply water and/or electricity to the Leased Property in bulk
or by an alternative manner for a period of time that exceeds 30 days
insofar as this is dependant on the
Landlord.
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25.3.3
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A
breach of the provisions of sections 3, 5.5, 12.5, 15 and 24. This
provision shall be considered as if it was specifically written in each of
these sections.
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25.3.4
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A
fundamental breach of the management agreement, insofar as it shall be
signed, by the management
company.
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25.4
|
If
any of the parties breached any of the fundamental terms mentioned above,
and did not repair the breach within 30 days from the date of sending a
written notice to the party in breach, the injured party shall be entitled
to cancel this agreement under law according to the a legal cancellation
cause.
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25.5
|
If
any of the parties notified the cancellation of this agreement, the Tenant
shall vacate the Leased Property and shall return the possession of it to
the Landlord, when the Leased Property is clear and empty from any person
or object, within 30 days from the date of receiving the notice of the
cancellation of this agreement, and he shall compensate the counter party
for any damage that he shall
incur.
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25.6
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Nothing
in this section can derogate from the other rights of any of the parties
according to this agreement or according to the
law.
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25.7
|
Any
lack of action and/or lack of response and/or abstaining from using a
remedy in accordance with this section, by any of the parties, shall not
be interpreted in any manner as a waiver on his part of his rights
according to the agreement in respect to a continuous or additional breach
by the other party, unless any of the parties explicitly waived these
rights in writing.
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26.
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Vacating the Leased
Property
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26.1
|
The
Tenant shall vacate the Leased Property at the end of the lease period or
at any time when the lease shall reach its end according to this agreement
and he shall return it to the Landlord when it is clear and empty from any
person and object according to the provisions in this section. In any
event that the Tenant must vacate the Leased Property in accordance with
this agreement he must return it to the Landlord when it is completely
clear and empty and in the condition it was at the beginning of the lease
period except for reasonable wear and tear in the circumstances of the
agreement.
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26.2
|
If
the Tenant shall not vacate the Leased Property as mentioned in this
section in sub-section 26.1 above and in section 25.2.7 above, which is
not the result of an action or omission of the Landlord and/or the
management company, the Tenant shall pay the Landlord relative liquidated
damages for each day of delay in the amount equal to the 200% (two hundred
percent) of the Basic Rent per month as shall be at that
time.
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32
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26.3
|
Deleted.
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27.
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Amendment of the
Agreement
|
Any
change and/or amendment of this agreement shall be done only by an explicit
written document and signed by the parties of this agreement.
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28.
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Deviation
|
The
consent of a party of this agreement to deviate from its terms in a certain case
or in a series of cases, shall not constitute a precedent and no analogy shall
be made from this case to another case in the future.
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29.
|
Notices and
Warnings
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29.1
|
Any
notice and warning that shall be sent from one party to the other by the
attorney’s of the parties in respect to this agreement shall be sent by
registered mail, or shall be delivered by hand, according to the parties’
addresses stipulated in the introduction to this agreement (or any other
address in respect to which a written notice was received) and such notice
or warning as mentioned shall be regarded as if it was delivered to the
addressee upon its actual delivery if delivered by hand, and if it was
sent by registered mail from a post office in Israel, at the end of
seventy two hours (except for Saturdays and Holidays) after they were put
in the mail when postage was fully paid in advance, and if sent by
facsimile, it shall be considered as if it was received on the day it was
transmitted if the transmitting party received telephone confirmation from
the receiving party, regarding the success of the transmission and the
receipt of the notice.
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|
29.2
|
The
parties’ addresses are as specified in the preamble of this agreement.
However, during the lease period the Tenant’s address shall be in the
Leased Property.
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|
29.3
|
If
any of the parties changed their address he shall notify the other of this
by a written message and he shall give details regarding his address and
current contact information.
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30.
|
Additional
Steps
|
The
parties shall take all the additional steps (including signing additional
documents) that are required for performing the agreement according to its
language and spirit.
33
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31.
|
No Right to Set-
Off
|
The
parties shall not be entitled to set off amounts due to them from the other
party, out of the amounts which they must pay to the other party according to
this agreement, only except for: (a) conclusive amounts which one party owes the
other party; and (b) in the case where works shall be performed in the
Structure, in contradiction to the arrangement in respect to “noisy works” as
specified in the triangle agreement, and which shall cause irrelevant and
continuous noise and/or insofar as in the months of the summer (in other words
the 22nd of the
month of June until the 22nd of the
month of September) the air conditioning shall be stopped in the Leased Property
for more than 5 consecutive hours provided that this stopping was during work
hours (in other words during the hours of 9:00 to 18:00), except in
circumstances of an electricity power outage that is not dependant on the
Landlord and/or in circumstances that depend on the Tenant, and provided that
during this stopping of the air conditioning the Tenant was forced to stop his
activities in the Leased Property and this is only in respect to the same part
of the Leased Property in respect to which the activities were stopped and
regarding the period in which the activities were stopped in actual fact in the
Leased Property as mentioned and without this constitute evidence and/or consent
by the Landlord to the reason and the justification to stop the activities. (c)
In the event that the “Tenant’s Works” shall cause unreasonable and continuous
noise to the Landlord and/or to any of the other lessees in the Structure, and
as a result thereof the Landlord shall be required to indemnify this third party
and without this constituting evidence and/or consent by the Tenant to indemnify
this third party.
In each
of the cases specified above, the injured party undertakes to notify the other
of the existence of one of the causes of action stipulated in this section
above, immediately when he became aware of this, and to give the other party
reasonable time (in the circumstances of the matter and taking into
consideration the character of the hazard), to repair the hazard. Without
derogating from the aforesaid and insofar as the hazard was not repaired, as
mentioned above, then the set –off of any amount is conditioned upon the
entitled party giving the other party a warning immediately after he became
aware of the existence of the cause for set- off and at least 7 days in advance
and in writing of his intention to implement a set- off (hereinafter- “Set- off
Notice”).
If the
party that received the set- off notice to the setting off party that he object
to the set off of the amount, all or part of it, the setting off party shall
transfer the amount under dispute to a joint trust in the hands of the parties’
attorneys until a ruling in the question of the cause for the set- off and the
correct amount to be set –off, insofar as there is a cause to set- off. In order
to eliminate doubt, the burden of proof shall apply to the party that claims a
cause to set- off.
Notwithstanding
the aforesaid, it is agreed that the payment of rent and management fees as
required in this agreement and providing regular management services as
mentioned in this agreement shall not constitute evidence to the absence of any
claim of one party against the other for the period in which the services were
provided and/or the payments as mentioned were paid and this shall not prevent
or constitute a waiver of any claim and/or remedy that are conferred upon the
parties according to this agreement and according to any law.
34
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32.
|
General
|
|
32.1
|
Any
waiver, delay, neglect, disregard or abstaining from instituting legal
proceedings or a delay in exercising any rights of a party in a certain
case shall not be considered as a waiver, agreement or as an admission by
him and no analogy shall not be made and they shall not serve as a
prevention or estoppel towards him; abstaining from exercising a right
whether in general or whether at a time, of any of the rights of one of
the parties according to this agreement or according to law, shall not be
considered as a waiver of it and shall not grant the other party any right
to claim that as a result of the silence and/or the failure to respond,
the upholding party agreed to the breach, contrary to this agreement
and/or that the failure to object or the silence by the upholding party
constitutes consent to a change of the terms of the agreement or to the
behavior of the party in breach in violation of the agreement ,and that
any party shall be entitled to exercise at any time any of his rights
according to this agreement or according to law, at any time he shall see
it fit notwithstanding previous waivers, concessions or
neglect.
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|
32.2
|
In
any event of a contradiction of the provisions of the agreement and
between the provisions of any of the Appendixes of the agreement, the
provisions of this agreement shall prevail, except if otherwise stipulated
in this agreement.
|
|
32.3
|
Nothing
in the provisions of this agreement can create the relationship of a
partnership and/or agency between the Tenant and the Landlord and/or the
management company and none of the above shall confer any right to a third
party, except the triangle agreement and/or if otherwise explicitly
mentioned in this agreement.
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|
32.4
|
This
agreement and its Appendixes, includes all of the intentions, rights and
obligations of the parties, as were agreed by them in this agreement, and
except for the terms of this agreement, all other conditions, oral
conditions and/or representations and/or memorandums of understanding
and/or declarations and/or undertakings and/or understandings that were
made (if an insofar as were made) before the signing of this agreement
whether orally or whether in writing, whether explicitly or implicitly,
are hereby cancelled.
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|
32.5
|
The
parties declare that they read this agreement and they understood its
contents and they are signing it out of their own free will. A few copies
of this agreement were signed and each of them shall be considered an
original.
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|
33.
|
Jurisdiction
|
The
parties have determined that authorized court in Haifa which has material
jurisdiction shall have the sole and exclusive jurisdiction for the purposes of
this agreement and all of its Appendixes and everything arising from it,
including a claim for its breach, and no other court.
In
witness whereof the parties have signed hereafter:
| /s/ Authorized Signatory | /s/ Authorized Signatory | |
|
The
Landlord
|
The
Tenant
|
35
