Mossbarton Limited
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Mossbarton Limited
August 23, 2004
Vistula
Limited
00 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxx X0X 0XX
Xxxxxx Xxxxxxx
Ladies and Gentlemen:
This letter sets forth the mutual agreement between Vistula Limited ("Vistula") and Mossbarton Limited ("Mossbarton") whereby Mossbarton agrees to permit Vistula to use and occupy part of the fourth floor of the building commonly known as 00/00 Xxxxxxx Xxxxxx, Xxxxxx X0X 0XX, Xxxxxx Xxxxxxx (such space being referred to as the "Premises"), which space is shown on the plan attached to Schedule 2 of the Underlease (the "Underlease"), dated as of August 4, 2004, by and between Mossbarton and Meynard Freres Limited (the "Landlord"). Vistula and Mossbarton have agreed as follows:
- 1.
- During
Vistula's occupancy of the Premises, Vistula agrees to comply with the terms of the Underlease as the same apply to the Premises; provided, however, Vistula shall not have
(i) any liability for any of Mossbarton's financial obligations under the Underlease (it being agreed that Vistula's financial obligations are entirely described in paragraph 3 herein),
or (ii) any obligation to maintain, repair or restore the Premises to any condition other than that existing as of the date hereof, reasonable wear and tear and damage by fire or other casualty
or Mossbarton's acts and/or omissions excepted. Without limiting the foregoing, the parties agree that Vistula's obligations with respect to surrender of the Premises are entirely described in
paragraph 5 herein. Vistula hereby acknowledges and confirms that it has been provided with a copy of the Underlease.
- 2.
- Vistula's
right to use and occupy the Premises will commence immediately and terminate upon thirty (30) days written notice from Vistula to Mossbarton.
- 3.
- Vistula
has agreed to pay to Mossbarton any rents incurred and actually paid by Mossbarton to the Landlord during the period of Vistula's occupancy of the Premises as required of
Mossbarton by the Underlease on the days and as required in Clause 2 of the Underlease. Such payments for any partial quarter shall be pro-rated based upon the number of days
Vistula occupies the Premises in such quarter.
- 4.
- Except
for the obligations of Vistula described herein, Mossbarton agrees to comply with the terms of the Underlease, and shall use reasonable efforts to cause the Landlord to perform
its obligations under the Underlease to the extent the same affect Vistula's use of the Premises.
- 5.
- Upon
termination of Vistula's occupancy of the Premises, Vistula will surrender the Premises and any and all keys to the Premises given to Vistula, in the same condition and repair as
they were in on the commencement of Vistula's occupancy of the Premises ordinary use and reasonable wear and tear and damage by fire or other casualty or Mossbarton's acts and/or omissions excepted.
- 6.
- Any notice to be provided hereunder shall be sent by certified mail, postage prepaid, return receipt requested, or delivered by hand, if to Vistula, at the address first above stated, with a copy to Xxxxx Xxxx LLP, 000 Xxxxxxx Xxxxxxxxx, Xxxxxx, XX 00000, XXX, Attention: Xxxx Xxxx, Esq., or at such other address as Vistula may from time to time designate to Mossbarton in writing, and if to Mossbarton, at Mossbarton Limited, 0-00 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxx X0X 0XX, Attention: Xxxx Xxxxxx, or at such other address as Mossbarton may from time to time designate to Vistula in writing.
- 7.
- This agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which together constitute one and the same document. Faxed signatures shall have the same binding effect as original signatures.
If the foregoing correctly sets forth the understanding and agreement with respect to Vistula's use of the Premises, please have an authorized officer sign this letter and return it to Vistula, whereupon this letter shall constitute a binding agreement between Vistula and Mossbarton.
| Very truly yours, | |||
MOSSBARTON LIMITED |
|||
By: |
/s/ XXXX XXXXXX Name: Name: Xxxx Xxxxxx Title: Title: Director |
||
| Agreed to and accepted to this 23rd day of August, 2004: |
|||
VISTULA LIMITED |
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By: |
/s/ XXXX XXXXXX Name: Name: Xxxx Xxxxxx Title: Title: President |
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