EXHIBIT 10.37
THIS LEASE made the 20th day of March, One Thousand Nine Hundred and Ninety-One
BETWEEN XXXXX XXXXX INVESTMENTS LIMITED having its Registered Office at 00
Xxxxxxxxx Xxxxxxx, Xxxxxx 0 (hereinafter called "the Landlord" which expression
where the context so admits shall include its Successors in title and assigns)
of the one part, AND XXXXXXX TRAVEL CONSULTANTS LIMITED having its Registered
Office at 10 Meadowvale, Blackrock, County Dublin (hereinafter called "the
Tenant" which expression where the context so admits shall include its
successors in title and assigns) of the other part.
WITNESSETH as follows:
1. DEFINITIONS:-
In this Lease the following expressions shall have the following
meanings:
"DEMISED PREMISES" means the premises described in the First Part of the
First Schedule hereto with the Easements Rights and Privileges but
excepting the Exceptions and Reservations;
"EASEMENTS RIGHTS AND PRIVILEGES" means those specified in the Second
Part of the First Schedule hereto;
"EXCEPTIONS AND RESERVATIONS" means those specified in the Third Part of
the First Schedule hereto;
"THE DEVELOPMENT" means the land shown on Plan No. 1 edged in red
together with the building (of which the demised premises forms part) and
Landlord's fixtures from time to time erected or standing upon the said
land (known or to be known as Xxxxxxx House, Temple Road, Blackrock in
the County of Dublin) but excluding such parts of the said land and such
parts of the building and such Landlord's fixtures erected or standing on
any part of such land as may be excluded by the Landlord giving to the
Tenant three months' written notice of such exclusion;
"COMMON PARTS" means all such parts of the Development as are not for the
time being let separately or as are not in the possession of the Landlord
and the other facilities improvements services and privileges which are
from time to time provided by the
Landlord for common or general use in common by the Tenant and the other
tenants and occupiers of the Development and other persons authorised by
the Landlord including (without prejudice to the generality of the
foregoing) the roof and exterior walls, foundations, internal load
bearing walls and the structural parts of the roofs, ceilings and floors,
all party structures, boundary walls, pedestrian ways, entrances and
exits, stairways, ramps, landscaped areas, corridors, passages, lobbies,
landings, staircases, lifts and all conduits except any that form part of
the demised premises and other lettable areas.
"CONDUITS" means all sewers, drains, pipes, gullies, gutters, ducts,
mains, watercourses, channels, subways, wires, cables, conduits, flues
and other conducting media of whatsoever nature and kind.
2. DEMISE
In consideration of the rent hereby reserved and of the covenants on the
part of the Tenant hereinafter contained the Landlord hereby demises unto
the Tenant ALL those the Demised Premises being part of the Development
together with the easements rights and privileges but excepting and
reserving the exceptions and reservations TO HOLD the demised premises
except and reserved as aforesaid unto the Tenant for the term of 35
(thirty five) years (hereinafter called "the term") from the 1st day of
March One Thousand Nine Hundred and Ninety-One YIELDING AND PAYING
therefor during the first year of the said term the yearly rent of
L25,596.00 (Twenty-Five Thousand Five Hundred and Ninety-Six Pounds) and
during the second year of the said term the yearly rent of L31,878.00
(Thirty-One Thousand Eight Hundred and Seventy-Eight Pounds) and during
the third, fourth and fifth years of the said term the yearly rent of L
34,670.00 (Thirty-Four Thousand Six Hundred and Seventy Pounds) and
thereafter the said yearly rent of L34,670.00 (Thirty-Four Thousand Six
Hundred and Seventy Pounds) or such increased rent as may be payable
pursuant to the provisions of clause 3 hereof by four equal quarterly
payments in advance on every 1st day of March, 1st day of June, 1st day
of September, and 1st day of December, the first payment to be made on
the 1st day of March One Thousand Nine Hundred and Ninety-One and to be
in respect of the period
from the 1st day of March One Thousand Nine Hundred and Ninety-One to the
31st day of May One Thousand Nine Hundred and Ninety-One AND ALSO PAYING
by way of additional rent the amount or amounts payable by the Tenant
pursuant to the Tenant's covenant hereinafter contained in Clause 4(1)(b)
in respect of insurance effected from time to time by the Landlord such
additional payment to be payable at the times and in the manner specified
at said Clause 4(1)(b).
AND ALSO PAYING by way of additional rent the amount or amounts payable
by the Tenant pursuant to the Tenant's covenant hereinafter contained in
Clause 6 in respect of service charge such additional payment to be
payable at the times and in the manner specified at the said Clause.
All such payments save for any initial broken payment payable hereunder
to be paid by Bankers Order or variable direct debit mandate (at the
option of the Landlord) PROVIDED ALWAYS that if the Tenant shall fail to
pay the rent hereinbefore reserved or all or any of the additional rents
hereinafter reserved and made payable or the contribution to Insurance
Premium payable by the Tenant pursuant to clause 4(1)(b) hereof or the
Service Charge payable by the tenant pursuant to clause 6 hereof within
fourteen (14) days of the day and in the manner herein prescribed for
payment of same such unpaid sum or sums shall bear interest from and
including the day on which same shall have become due to date of actual
payment at the A rate of interest plus three per cent (3%) charged by
Allied Irish Banks PLC in the Republic of Ireland at that date or if
there shall be no such rate twenty per cent (20%) per annum.
RENT REVIEW PROVISIONS
(i) In this Clause the following expressions shall have the following
meanings respectively:
(a) "Review Date" shall mean the last day of the fifth year and
the last day of each subsequent fifth year of the term
hereby granted.
(b) "Current Market Rent" shall mean the gross full market rent
without any deduction whatsoever at which the demised
premises might reasonably be
expected to be let at the nearest Review Date in the open
market without a fine or premium and with vacant possession
thereof by a willing Landlord to a willing Tenant for a
term equal to the term of this Lease but having regard to
any statutory rights of the Tenant of renewal under a Lease
on the same terms and conditions in all other respects as
this present Lease and upon the supposition (if not a fact)
that the Tenant has complied with all the obligations as to
repair and decoration herein imposed there being
disregarded:
(1) any effect on rent of the fact that the Tenant has
been in occupation of the demised premises and any
goodwill attached to the demised premises by reason
of the carrying on thereat of the business of the
Tenant
(2) any effect on rent of any improvement (whether
within the meaning of the Landlord and Tenant Acts,
1967 to 1989 or any Acts amending extending or
re-enacting same) of the demised premises or any
part thereof carried out by the tenant with the
Licence of the Landlord at the Tenant's own expense
(otherwise than in pursuance of any obligation to
the Landlord) and carried out during the term of
this Lease.
(ii) The rent for the time being payable by the Tenant hereunder
shall be subject to increase in accordance with the
following provisions of this clause.
(iii) The Landlord its servants or agents shall be entitled by
notice in writing given to the Tenant not earlier than
twelve months before and at any time after a Review Date to
call for review of the rent payable by the Tenant to the
Landlord at the Review Date specified in the notice and if
upon any such review it shall be ascertained or determined
that the Current Market Rent of the demised premises at the
Review Date is greater than the rent payable hereunder
immediately prior to such Review Date then as from that
Review Date the yearly rent payable hereunder shall be
increased to the Current Market Rent so ascertained
PROVIDED that in no circumstances shall the rent payable
hereunder following such review be less than the rent
payable by the Tenant immediately prior to the Review Date.
(iv) Every such review as aforesaid shall in the first instance
be agreed by the Landlord and the Tenant or their
respective Surveyors in collaboration but if no agreement
as to the amount of the Current Market Rent at the Review
Date shall have been reached between the parties hereto or
their Surveyors within one month or such extended period as
may be agreed by the Landlord and Tenant after the date of
the Landlord's notice calling for such review then the
question of the amount of the Current Market Rent of the
demised premises at the Review Date shall be referred to
the decision of a single arbitrator who shall be a
Chartered Surveyor nominated by the Landlord by notice in
writing to the Tenant and if the Tenant shall reject such
nomination or fail or neglect to agree within one month of
the Landlord's notice such arbitrator shall be appointed on
the application of the Landlord by the Chairman for the
time being of the Society of Chartered Surveyors in the
Republic of Ireland which term shall include any other body
established from time to time in succession or substitution
or carrying on the function currently carried out by the
same and in default of any such appointment for any reason
within one month of such application by a Chartered
Surveyor to be nominated by the Landlord and this
sub-clause shall be deemed to be a submission to
arbitration within the Arbitration Acts 1954 and 1980 or
any statutory modification or re-enactment thereof for the
time being in force and subject to the jurisdiction of the
Courts of the State for the enforcement of any award of
said Arbitrator.
(v) If the Arbitrator shall fail to determine the new rent
within two months of his appointment or nomination or if he
shall relinquish his appointment or die or if it shall
become apparent that for any reason he will be unable to
complete his duties hereunder a new arbitrator shall be
appointed or nominated in his place in accordance with
sub-clause (iv) above.
(vi) If upon any such review the amount of the increased rent
shall not be ascertained or determined prior to the Review
Date the Tenant shall continue to pay rent at the yearly
rate payable immediately prior to the Review Date until the
quarter day next following the ascertainment or
determination of any increased rent whereupon there shall
be due as a debt payable by the Tenant to the Landlord on
demand a sum equal to the amount by which the rent for the
period since the Review Date calculated at the increased
rate exceeds the rent for that period calculated at the
previous rate and in addition shall pay interest on said
sums from the Review Date until the date of actual payment
at the rate of interest for the time being chargeable under
Section 22 of the Courts Xxx 0000 plus 3% (three per cent)
at the Review Date or if there shall be no such rate the
corresponding or nearest appropriate rate thereto.
(vii) If upon any such review as aforesaid it shall be agreed or
determined that the rent previously payable hereunder shall
be increased the Landlord and the Tenant shall (if required
by the Landlord) forthwith at any time not later than one
year from such determination or expiration complete and
sign a written memorandum recording the increased rent
thenceforth payable and the Tenant shall pay the Stamp Duty
payable on such Memorandum.
(viii) In the event of the Landlord being prevented or prohibited
in whole or in part from exercising its rights under this
clause and/or obtaining an increase in the rent on any of
the Review Dates by reason of any Legislation Statute
Government Order or Decree or Notice (increase in this
context meaning such increase as would be obtainable
disregarding the provisions of any such legislation and
otherwise as aforesaid) then the date at which the review
would otherwise have taken effect shall be deemed to be
extended to permit and require such review to take place on
the first date thereafter upon which such right or increase
may be exercised and/or obtained in whole or in part and
when in part on so many occasions as shall be necessary to
obtain the whole increase (meaning the whole of the
increase which the Landlord would have obtained if not
prevented or prohibited as aforesaid) and if there shall be
a partial prevention only there shall
be a further review on the first date or dates as aforesaid
notwithstanding the rent may have been increased in part on
or since the date of review PROVIDED ALWAYS that the
provisions of the Sub-clause shall be without prejudice to
the Landlord's rights to review the yearly rents on the
Review Dates as specified in sub-clause (i).
THE TENANT HEREBY COVENANTS WITH THE LANDLORD as follows:
PARENT AND INSURANCE PREMIUMS
(1) (a) To pay the rent and the increased rent hereby reserved on
the days and in manner aforesaid without deduction or
set-off.
(b) To pay to the Landlord from time to time on demand on the
date or dates when the Insurance Premium falls due without
any deduction or abatement 33.33% (Thirty three point three
three per cent) of the amount or amounts expended by the
Landlord for keeping on foot the insurance in accordance
with Covenant 7(4) on the part of the Landlord herein.
(c) To pay to the Landlord on demand fees incurred by the
Landlords Surveyor in determining the reinstatement value
of the demised premises from time to time.
(d) To pay to the Landlord on demand all fees and expenses
incurred by the Landlord and/or its agents in connection
with or in contemplation of any entry onto the demised
premises for the purpose of viewing the condition thereof
or of inspecting any works in progress and/or preparation
of any notice pursuant to clause 4(8) hereof, during or
after the expiration of this Lease.
PAY RATES AND OUTGOINGS
(2) (a) From time to time and at all times during the said term to
pay and discharge all rates water rates taxes duties
charges assessments impositions burdens and outgoings of an
annual or recurring nature
and also of a non-annual or non-recurring nature where the
same are legally chargeable against the Tenant or occupier
and whether Parliamentary or Local or of any other
description that may be assessed charged or imposed upon
the demised premises or the owner or occupier in respect
thereof (Landlords Capital Taxes only excepted) and to
refund to the Landlord any such amounts paid by it in
respect of the demised premises and pending a separate
valuation of the demised premises to pay to the Landlord by
way of additional rent rates at the poundage from time to
time current on a rateable valuation of L85.00;
(b) To be solely responsible for and promptly pay all charges
for water gas electricity or heat (if any) or any other
utility used or consumed in the demised premises but so
that the Landlord shall not be liable in any event for any
interruption or failure in the supply of any such utilities
to the demised premises;
COMPLY WITH ENACTMENTS
(3) At its own expense to do and execute all such works as are or
shall be at any time during the term under or by virtue of any Act
or Acts of Parliament or the Oireachtas already passed or
hereafter to be passed and for the time being in force or Law of
the European Community now or hereafter to be passed and any
instrument directive regulation or bye-law made thereunder which
has force in the State or by any Local or other Authority directed
or required to be done or executed in respect of the demised
premises or any part thereof whether by the owner or occupier
thereof and to indemnify and keep the Landlord indemnified against
all or any claims demands and liability in respect thereof.
FIRST ALTERATIONS
(4) Not without the previous consent in writing of the Landlord which
if granted may be subject to such conditions as the Landlord
thinks fit to erect or to permit or suffer to be erected any new
building upon the demised premises or to make or to
permit or suffer to be made any external or structural alteration
in or addition whatsoever to the demised premises and any such
erections alterations or additions for which consent is granted
shall be carried out in accordance with plans and specifications
to be first approved by and to the satisfaction in all respects of
the Landlord's architects or surveyors and the Tenant shall pay
the reasonable and proper charges of such architects or surveyors
and of the Solicitors to the Landlord for each such consent.
NOT TO AVOID INSURANCE
(5) (a) Not to do or permit or suffer upon or bring or suffer to be
brought on to the demised premises any matter or thing or
article which shall or may cause the policy or policies for
the insurance of the demised premises or of any adjoining
or neighbouring premises or of the Development or any part
thereof to become void or voidable or the premium or
premiums payable in respect of the said policy or policies
to be increased above the ordinary or common rate
applicable to the demised premises or any adjoining or
neighbouring premises or the Development and to repay to
the Landlord all sums paid by way of increased premiums and
expenses incurred by it in or about the continuance or
renewal of such policy or policies rendered necessary by a
breach of this covenant and all such payments hall be added
to the rent hereinbefore reserved and shall be recoverable
as rent;
(b) In the event of the demised premises or any part thereof
being destroyed or damaged from or by any of the Insured
Risks (as hereinafter defined) and the whole or part of the
insurance money in respect of the same being irrecoverable
by reason solely or in part of any act or default of the
tenant then and in every such case the Tenant shall
forthwith pay to the Landlord the whole or (as the case may
require) a fair proportion of the cost of rebuilding and
reinstating the demised premises and any other premises in
respect of which the Landlord's Insurance shall be vitiated
by the act or default of the Tenant.
REPAIR MAINTAIN AND KEEP TIDY
(6) (a) Throughout the term well and substantially to repair
maintain and cleanse the demised premises and all additions
thereto with all due diligence (but so that the Tenant
shall not be liable under this covenant for any repairs
covenanted to be carried out by the Landlord under the
provisions of this Lease) and to keep the same well and
substantially repaired maintained and cleansed and to
execute all such sanitary and other works as the Local
Authority may from time to time lawfully require to be
executed by the owner or occupier upon or in respect of the
demised premises or any part thereof for any purpose under
any statutory provision in that behalf;
(b) From time to time and at all times during the term well and
substantially to repair maintain and cleanse or when
requisite to pay and contribute a proportion towards the
expense of repairing maintaining and cleansing all party
walls floors structures and ceilings such proportion in the
event of dispute to be decided by the Landlord's surveyors
whose decision shall be final and binding on the Tenant;
(c) Not to block up obstruct or interfere with the ventilating
louvres situate in the walls and doors of the demised
premises (if there be any);
(d) To keep the demised premises clean and tidy and free from
deposits of material or refuse and not to bring or keep or
suffer to be brought or kept on the demised premises or on
the Development or any part of any of them any dump or
rubbish or scrap heap or anything which in the opinion of
the Landlord is or may become unclean unsightly noisome or
offensive or calculated or liable to detract from the
quality amenity or reputation of the Development or of any
adjoining premises or any of them and so often as it shall
be necessary or desirable to remove from the demised
premises and from the Development all such refuse rubbish
and scrap which may accumulate or be there.
(7) Without prejudice to the generality of the provisions of
paragraphs (a) and (b) of sub-clause (6) of this clause to paint
with two coats at least of good quality paint all the inside parts
of the demised premises as are usually painted in a good and
workmanlike manner such painting of the inside parts to be carried
out not less than once in every third year the last such painting
to be in the year immediately preceding the termination of this
Lease and at the same time with every said inside painting to
paper grain and varnish and colour such parts of the inside of the
demised premises as are usually or have been previously papered
grained varnished or coloured;
TO PERMIT INSPECTION
(8) To permit the Landlord and its agents and workmen with all
necessary appliances to enter upon the demised premises at all
reasonable times after giving reasonable notice to the Tenant for
the purpose of viewing the condition thereof taking a schedule of
the fixtures and fittings therein or of inspecting any works in
progress and upon written notice given by the Landlord to execute
any repairs lawfully required by such notice for which the Tenant
is liable under the provisions hereof and if the Tenant shall not
execute such repairs within two months of the date of the service
upon it of such notice (or if in the opinion of the Landlord there
is any emergency then within such lesser period as may be
practicable but in such event without any delay whatsoever) the
Landlord may itself execute such repairs and the costs incurred by
it in so doing (as certified by the Landlord's surveyors) shall be
paid by the Tenant to the Landlord upon demand and shall be a debt
recoverable from the Tenant by the Landlord in any court of
competent jurisdiction;
TO PERMIT LANDLORDS WORKS
(9) To permit the Landlord and all persons authorised by it and the
tenants or occupiers of the Development (the said tenants or
occupiers if authorised in writing by the Landlord) and their
officers employees agents contractors licensees and workmen at all
reasonable times after making a prior appointment (except in
case of emergency) to enter (and if necessary to erect and
maintain scaffolding) upon the demised premises with all necessary
appliances:
(a) to execute repairs alterations painting redecoration or
other work to the demised premises or any adjoining or
neighbouring premises or to the Development.
(b) for the purpose of inspecting repairing renewing cleansing
emptying maintaining or protecting any sewers watercourses
culverts drains gutters conduits water pipes oil pipes and
tanks electric wires and cables gas pipes and telephone
wires in under or over the demised premises in connection
with or for the accommodation of any adjoining or
neighbouring premises or the Development.
In either case the person or persons exercising such rights making good
or paying compensation for any damage (other than consequential loss
or damage) thereby occasioned and causing as little inconvenience as
practicable to the Tenant;
AGAINST NUISANCE
(10) Not to carry on or permit or suffer to be carried on upon any part
of the demised premises any offensive or noisy trade business
manufacture or occupation or permit or suffer the demised premises
to be used for any illegal or immoral purposes nor to do or permit
or suffer to be done in or upon the demised premises anything
which in the opinion of the Landlord may be or tend to be a
nuisance annoyance disturbance or damage or in any way interfere
with the quiet or comfort of the occupants of adjoining or
neighbouring premises or the Development and to execute all such
works as may be necessary for abating any such nuisance in
obedience to a notice lawfully served by a Local or Public
Authority or pursuant to any Court Order or in obedience to any
Notice served by the Landlord and in default thereof to pay to the
Landlord all costs charges and expenses which may be incurred by
the Landlord in abating such nuisance in respect of the demised
premises.
AGAINST EASEMENTS
(11) To use its best endeavours to prevent any easement or right
belonging to or used with the demised premises from being
obstructed or lost and not knowingly to allow any encroachment to
be made or easements to be acquired on under or over the demised
premises and the Development except with the consent of or by the
direction of the Landlord.
(12) (a) Not to paint fix or exhibit or permit or suffer to be
painted fixed or exhibited any advertisement notice sign
placard hoarding name or writing to or upon any part of the
exterior of the demised premises or on or in the windows or
external walls of the demised premises or upon any entrance
doors thereof without the consent in writing of the
Landlord (such consent not to be unreasonably withheld in
the case of the Tenant's usual trade name and fascia of a
permanent character) and PROVIDED that in connection with
any such consent which may be given as aforesaid any
necessary consent of the appropriate authorities under any
planning or other legislation be also first obtained by the
Tenant;
(b) Not to hang or place or exhibit or permit or suffer to
be hung or placed or exhibited any goods outside the
demised premises or the entrance doors or display
windows of the demised premises or upon or over any part
of the Development.
AERIALS
(13) Not to erect or permit the erection of any television or radio
receiving aerials on the exterior of the demised premises or in or
upon the Development.
LETTING SIGNS AND VIEWING
(14) (a) To permit the Landlord during the six months immediately
preceding the expiration of the term to affix and retain
without interference to or upon any part of the demised
premises (but so as not unduly to obscure the
windows thereof or interfere with the Tenant's use thereof)
a notice for reletting the same and during the said six
months to permit persons with written authority from the
Landlord or its agents at reasonable times of the day to
view the demised premises;
(b) To permit upon reasonable notice at any time during the
term hereof prospective purchasers of or dealers in or
agents instructed in connection with the sale of the
Landlord's reversion or of any interest superior to the
term hereof to view the demised premises without
interruption provided the same are authorised in writing by
the Landlord or its agent.
CONVEYANCING ACT NOTICES
(15) To give immediate notice thereof to the Landlord of any notice or
claim affecting the demised premises and to pay all costs charges
and expenses (including Solicitors' costs and surveyors' fees)
incurred by the Landlord for the purpose of or incidental to the
preparation and service of a notice under Section 14 of the
Conveyancing and Law of Property Xxx 0000 requiring the Tenant to
remedy a breach of any of the covenants herein contained
notwithstanding forfeiture for such breach shall be avoided
otherwise than by relief granted by the Courts;
ALIENATION
(16) (a) Not to assign underlet or part with the possession control
or occupation of nor to franchise the use of part only of
the demised premises;
(b) Not to assign underlet or part with the possession or
control or occupation of nor to franchise the use of the
whole of the demised premises without the consent in
writing of the Landlord first obtained which consent shall
not be unreasonably withheld in the case of a respectable
and responsible assignee or underlessee proof of which is
furnished to the Landlord and upon any such assignment to
obtain if the Landlord shall so require an acceptable
Guarantor or Guarantors for any Assignee and subject to the
following provision or such of them as may be appropriate,
that is to say:-
(i) The Tenant shall prior to any such assignment or
underlease apply to the Landlord and give all
reasonable information concerning the proposed
assignee or under-Lessee as the Landlord may
require.
(ii) The Landlord's consent to any such Assignment or
under-letting shall be given in writing and the
Tenant shall pay the Landlords' reasonable costs in
connection with such consent.
(iii) In the case of an under-Lease the same shall be of
the entire of the demised premises at the then
current market rent without any deduction whatsoever
and without a fine or premium or at the rent payable
hereunder at the time of the granting of such
under-Lease (whichever is the higher) and the
under-Lessee shall if required by the Landlord enter
into a direct covenant with the Landlord to perform
and observe all the covenants (other than that for
payment of the rent hereby reserved) and conditions
herein contained and every such under-Lease shall
also be subject to the following conditions, that is
to say that it shall contain:-
(1) an unqualified covenant on the part of the
under-Lessee not to assign under-Lease or
part with or share the possession of part
only of the premises thereby demised;
(2) a covenant on the part of the under-Lessee
not to assign the premises thereby demised
without obtaining the previous consent in
writing of the Landlord hereto;
(3) a covenant condition or proviso under which
the rent reserved by the under-Lease shall be
reviewed at least every five years and if
every five years the Review Dates therein
shall be the days which are six months after
the Review Dates in this Lease
(notwithstanding that this provision may
necessitate a first review before the
expiration of five years from the
commencement
of the under-Lease) but otherwise in the same
terms as provided in this Lease;
(4) a covenant condition or proviso under which
the rent from time to time payable under such
under-Lease shall not be less than the rent
from time to time payable hereunder save for
the six monthly period between the Review
Dates of this and the under-Lease as
hereinbefore provided;
(5) covenants and conditions in the same terms as
nearly as circumstances admit as those
contained in this Lease.
NOTICE OF ASSIGNMENT
(17) Within one calendar month after the execution of any assignment
transfer underlease or the devolution of the demised premises to
give notice in writing with particulars to the Landlord's
Solicitors and to produce to them with such notice such assignment
or transfer or the counterpart of such underlease or the probate
or letters of administration or other instrument under which such
devolution arises and leave the same with them for the period of
fourteen days for registration and pay to them a reasonable fee
for the registration of each such deed or document.
DISCLOSURE OF NOTICES
(18) Upon receipt of any notice order requisition direction or other
thing from a competent authority affecting or likely to affect the
demised premises (whether the same shall be served directly on the
Tenant or the original or a copy thereof be received by the Tenant
from any person whatsoever) forthwith to deliver to the Landlord a
copy thereof and so far as the same or the Act regulations or
other instrument under and by virtue of which it is issued or the
provisions thereof require the Tenant so to do to comply therewith
at its own expense.
USER
(19) (a) Not to use or occupy the demised premises or any part
thereof or permit the same to be used or occupied for any
other purpose than as offices nor in any manner
inconsistent with such user or occupation except with the
consent in writing of the Landlord (such consent not to be
unreasonably withheld) but in considering and giving such
consent the Landlord shall be entitled to have full regard
to the principles of good estate management and the
interests of the tenants or occupiers of other premises in
the Development and the Landlord shall be entitled to
refuse such consent where the change of use would
substantially increase the rate of insurance in respect of
the demised premises or the Development or nearby or
adjoining premises and so that nothing herein shall be
deemed to be a warranty on the part of the Landlord that
the Tenant shall have the exclusive or preferential right
to carry on the said retail trade or business in the
Development or prevent the Landlord at the Landlord's sole
discretion from permitting the same or a similar user to be
carried on in other Units of the Development or in areas
therein in the possession of the Landlord or ancillary or
associated Companies of the Landlord.
(b) Not to permit or suffer anyone to sleep in the demised
premises and not to use or permit or suffer the use of the
same or any part thereof for residential purposes or as
licensed premises for the sale of excisable or intoxicating
liquors or as an amusement arcade or bingo hall or any
similar user.
(c) Not to use the demised premises or any part thereof or
permit or suffer the same to be used for gaming or for the
purpose of any betting transaction within the meaning of
the Betting Xxx 0000 (and any statutory modification on
re-enactment thereof for the time being in force) with or
between persons resorting to the demised premises and not
to make or
permit or suffer to be made any application for a betting
office license in respect of the demised premises or any
part thereof.
(d) Not to have or permit any sale by auction in or upon the
demised premises or any part thereof.
MACHINERY OVERLOADING AND INFLAMMABLE GOODS
(20) (a) Not (except so far as the same shall be ancillary to the
permitted user of the demised premises and the installation
or use of the same shall not amount to a breach of any
other provision herein) to erect or install or use in or
upon any part of the demised premises any steam gas
electric or other engine or machinery of any kind.
(b) Not to do or permit or bring in or upon the demised
premises anything which may throw on the demised premises
or any adjoining premises any weight or strain in excess of
that which such premises are capable of bearing with due
margin for safety and in particular not to overload the
floors or the electrical installations or the other
services of in or to the demised premises nor suspend any
excessive weight from the ceilings or walls, stanchions or
the structure thereof. The Tenant shall seek professional
advice at the Tenants own expense to ensure that there
shall not be an infringement of this covenant.
(c) Not to have store or keep upon the demised premises or any
part thereof any substance of an explosive or of an
inflammable or dangerous nature or such as might increase
the risk of fire or explosion or which might attack or in
any way injure by percolation corrosion or otherwise the
demised premises or any adjoining premises or the keeping
or use whereof may contravene any statutory or local
regulation or by-law and in particular without prejudice to
the generality of the foregoing not to keep portable gas
appliances for use on the demised premises.
PLANNING ACTS
(21) In relation to the Planning Acts (by which expression it is
intended herein to designate the Local Government (Planning and
Development) Acts, 1963 to 1990, and any statutory modification or
re-enactment thereof for the time being in force and any
Regulations or Orders made thereunder): -
(a) Not to do or omit or permit to be done or omitted anything
on or in connection with the demised premises the doing or
omission of which shall be a contravention of the Planning
Acts, or of any notices, orders, licenses, consents,
permissions and conditions (if any) served, made, granted
or imposed thereunder or under any enactment repealed
thereby and to indemnify (as well after the expiration of
the term by effluxion of time or otherwise as during its
continuance) and keep indemnified the Landlord against all
actions, proceedings, damages, penalties, costs, charges,
claims and demands in respect of such acts and omissions or
any of them and against the costs of any application for
Planning Permissions and the works and things done in
pursuance thereof.
(b) In the event of the Landlord giving written consent to any
of the matters in respect of which the Landlord's consent
shall be required under the provisions of this Lease or
otherwise and in the event of permission from any Planning
Authority under the Planning Acts being necessary for any
additions, alterations, or changes in or to the demised
premises or for the change of user thereof or for any
"Development" as defined in the Planning Acts to apply at
the cost of the Tenant to the Local Planning Authority for
all consents and permissions which may be required in
connection therewith and to give notice to the Landlord of
the granting or refusal (as the case may be) of all such
consents and permissions forthwith on the receipt thereof.
(c) To give notice forthwith to the Landlord of any Notice
Order or Proposal for a Notice or Order served on the
Tenant under the Planning Acts or if so required by the
Landlord to produce the same and at the request of the
Landlord and the cost of the Tenant to make or join in
making such objections or representations in respect of any
proposals as the Landlord may require.
(d) To comply at its own cost with any notices or orders served
on the Tenant and to comply with all conditions attached to
any permission granted under the provisions of the Planning
Acts.
(e) If and when called upon to do so to produce to the Landlord
or its surveyors all such plans, documents and other
evidence as the Landlord may reasonably require in order to
satisfy itself that the provisions of this sub-clause have
been complied with in all respects.
INSURE GLASS
(22) To insure and keep insured the glass in the demised premises in
the names of the Landlord and the Tenant in the full reinstatement
cost thereof and if required to produce the policy and the receipt
for the latest premium to the Landlord.
INDEMNIFY AGAINST CLAIMS
(23) To take out and maintain at all times during the term hereby
granted a Policy of Insurance covering Public and Employers
liability in respect of and covering the liability of the Landlord
or its Agents and the Tenant in respect of the demised premises in
an amount of not less than IRL1,000,000.00 (One Million Pounds) to
be adjusted from time to time as the Landlord deems necessary and
to produce said Policy and the receipt for payment of the last
premium thereon to the Landlord on demand and to indemnify and
keep indemnified the Landlord against all and any actions expenses
costs claims damages and other liabilities whatsoever in respect
of the injury or death of any person or damage to any property
howsoever arising and in particular without prejudice to the
generality of the foregoing arising directly or indirectly out of:
-
(a) The state of repair or condition of the demised premises.
(b) The making or exercising of any alteration to the demised
premises or state of repair or condition of such
alteration.
(c) The user of the demised premises.
(d) Any work carried out or in the course of being carried out
on the demised premises.
(e) Anything now or hereinafter attached to or projecting from
the demised premises or any other cause whatsoever.
FIRE REQUIREMENTS
(24) (a) At all times during the said term to comply with all the
recommendations or requirements of the appropriate
authority and the insurers of the Development whether
notified or directed to the Landlord or the Tenant in
relation to fire precautions and in particular the
provision of fire screens and to comply with all the
regulations from time to time made by the Landlord in
relation to fire precautions and to indemnify the Landlord
against any costs and expenses in complying with any such
requirement or recommendation and will not obstruct the
access to or means of working any apparatus and appliance
for that purpose for the time being installed in the
demised premises.
(b) If required by the Landlord for the purposes of safety or
to comply with the recommendations or requirements of the
Insurers of the Development to pay to the Landlord on
demand the cost of providing and installing portable fire
extinguishers fire hose reels or similar devices or at the
Landlord's option to install same at the Landlord's
direction and at the Tenant's expense.
(c) In the event of the demised premises or any part thereof
being damaged or destroyed by any of the Insured Risks to
give immediate notice to the Landlord.
NOT TO OBSTRUCT PIPES
(25) Not to stop up or obstruct or permit or suffer to be stopped up or
obstructed or to suffer any oil grease or other noxious or harmful
matters or substances to enter the drains sewers gutters pipes
channels and watercourses of the demised premises or of the
Development and to employ such method for treating any deleterious
effluent that may reasonably be required by the Landlord or be
required by the Local Authority before permitting such effluent to
enter any such drains sewers gutters pipes channels and
watercourses.
NOT TO OBSTRUCT COMMON PARTS
(26) (a) Not to stand or place or permit or suffer to be placed or
deposited on the Common Parts or on any part thereof any
goods machines display case board or article of any
description whatsoever or obstruct any part of the
Development in any way whatsoever but at all times to keep
the same free and unobstructed;
(b) Not to allow its Employees, Directors, Agents, Servants or
Suppliers to park their cars or other vehicles or otherwise
to make use of or obstruct the car park or parking
facilities within the Development.
TO OBSERVE RULES
(27) To observe and perform the Rules and Regulations set out in the
Third Schedule hereto and all and any amendments and additions
thereto made by the Landlord from time to time under the
provisions of sub-clause (5) of Clause 9 hereof;
(28) To keep the stairway leading from the ground floor level to the
first floor level, the entire lobby at first floor level and the
ladies and gents toilets and w.c's at first floor level of Xxxxxxx
House (standing on the Development) clean and in a neat and tidy
condition at all times.
TO PAY STAMP DUTY AND V.A.T.
(29) To pay the Stamp Duty on the original and counterpart of this
Lease and also all Value Added Tax (or any tax of a similar nature
that may be substituted for it or levied in addition to it)
arising on the creation of this Lease or chargeable in respect of
any payment made by the Tenant under any of the provisions of or
in connection with this Lease.
TO YIELD UP
(30) To yield up the demised premises with the Landlord's fixtures and
fittings and additions and improvements thereto at the expiration
or sooner determination of the term (howsoever the same may be
determined) in good and substantial repair and condition and
always in such a state of repair and condition as shall be in
accordance with the continued performance and observance of the
Tenant's covenants herein contained.
IT IS HEREBY AGREED AND DECLARED that so far as the same shall not be or
become the responsibility of the Local Authority or be or become
separately demised from time to time the Common Parts shall at all times
be subject to the exclusive control and management of the Landlord and in
particular:-
(a) the Landlord shall have the right to install maintain and operate
lighting heating ventilating and air-conditioning apparatus and
equipment serving the Common Parts and to police and procure the
policing of the same but may for reasonable and proper cause from
time to time change the area level location and arrangement of the
Common Parts and restrict parking and make parking charges;
(b) the Landlord may close or restrict all or any portion of the
Common Parts to such extent as may be legally sufficient to
prevent a dedication thereof or the accrual of any rights to any
person or the public therein and may close or restrict temporarily
all or any of the Common Parts for the purpose of repairing
renovating and replacing cleansing and maintaining the same;
THE TENANT FURTHER COVENANTS WITH THE LANDLORD as follows:
(1) From time to time and at all times during the term hereby granted
to repay to the Landlord forthwith upon demand as hereinafter
provided a charge (hereinafter called "the Service Charge") being
33.33% (Thirty three point three three) per cent of all costs and
expenses which are from time to time or at any time hereafter
during the term expended incurred or payable or to be so expended
incurred or paid by the Landlord (computed upon the basis of
providing an indemnity to the Landlord) in respect of the items
set out in the Second Schedule hereto together with any value
added or other tax thereon;
(2) the amount of the Service Charge shall be ascertained and
certified by a certificate (hereinafter called "the certificate")
signed by the Landlord's auditors or accountants or managing
agents (at the discretion of the Landlord) acting as experts and
not as arbitrators annually and so soon after the end of the
Landlord's financial year as may be practicable and shall relate
to such year in manner hereinafter mentioned;
(3) The expression "the Landlord's financial year" shall mean the
period from the 1st day of January in each year to the 31st day of
December of that same year or such other annual period as the
Landlord may at its discretion from time to time determine as
being that in which the accounts of the Landlord either generally
or relating to the Development shall be made up;
(4) A copy of the certificate for each such financial year shall be
supplied by the Landlord to the Tenant on written request and
without charge to the Tenant;
(5) The certificate shall contain a summary of the Landlord's said
costs and expenses incurred by the Landlord during the Landlord's
financial year to which it relates together with a summary of the
relevant details and figures forming the basis of the Service
Charge and the certificate (or a copy thereof duly certified by
the person by whom the same was given) shall be conclusive
evidence for the purposes hereof of the matters which it purports
to certify;
(6) The expression "the costs and expenses incurred by the Landlord"
as hereinbefore used shall be deemed to include not only those
costs and expenses hereinbefore described which have been actually
disbursed incurred or made by the Landlord during the year in
question but also such reasonable part of all such costs and
expenses hereinbefore described which are of a periodically
recurring nature (whether recurring by regular or irregular
periods) whenever disbursed incurred or made and whether prior to
the commencement of the term or otherwise including a sum or sums
of money by way of reasonable provision for anticipated
expenditure in respect thereof as the Landlord or its auditors or
accountants or managing agents (as the case may be) may in their
discretion allocate to the year in question as being fair and
reasonable in the circumstance;
(7) The Tenant shall if required by the Landlord with every quarterly
payment of rent reserved hereunder pay to the Landlord such sum in
advance and on account of the Service Charge as the Landlord or
its auditors or accountants or managing agents (as the case may
be) shall specify at their discretion to be a fair and reasonable
interim payment.
(8) As soon as practicable after the signature of the certificate the
Landlord shall furnish to the Tenant an account of the Service
Charge payable by the Tenant for the year in question due credit
being given therein for all interim payments made by the Tenant in
respect of the said year and upon the furnishing of such account
showing such adjustment as may be appropriate there shall be paid
by the Tenant to the Landlord the amount of the Service Charge as
aforesaid or any balance found payable or there shall be allowed
by the Landlord to the Tenant any amount which may have been
overpaid by the Tenant by way of interim payment as the case may
require;
(9) IT IS HEREBY AGREED AND DECLARED that nothing in this Clause or
these presents contained shall disable the Landlord from
maintaining an action against the Tenant in respect of non-payment
of any such interim payment as aforesaid
notwithstanding that the Certificate had not been signed at the
time of the Proceedings.
(10) PROVIDED ALWAYS and notwithstanding anything herein contained it
is agreed and declared as follows:
(a) That in regard to the commencement of the term hereby
granted the Service Charge shall be duly apportioned in
respect of the period from the date on which the first
payment of rent shall fall due hereunder to the ensuing day
of ___________ and not in respect of the period from the
date of commencement of the term to such ensuing day
of___________________.
(b) That the provisions of sub-clause (8) of this Clause shall
continue to apply notwithstanding the expiration or sooner
determination of the term hereby granted but only in
respect of the period down to such expiration or sooner
determination of the term.
THE LANDLORD HEREBY COVENANTS WITH THE TENANT as follows:
(1) The Tenant paying the rent hereby reserved and observing and
performing the several covenants and stipulations herein on its
part contained shall peaceably hold and enjoy the demised premises
during the term without any interruption by the Landlord or any
person rightfully claiming under or in trust for it;
(2) To keep the Common Parts and the pipes and wires water gas
drainage electricity services and the lift in the Common Parts in
good and substantial repair and condition so far as such services
are not maintainable by a statutory undertaker or maintained at
public expense;
(3) The Landlord will use its best endeavors (subject to the receipt
by the Landlord of the Service Charge from the Tenant throughout
the term) to provide and carry out or procure the provision and
carrying out of the services particulars of which are set out in
the third paragraph of the Second Schedule hereto provided that
(without affecting the generality of the provisions of this
sub-clause) the Landlord shall not be liable for any failure or
omission at any time or from time to time during the term hereby
granted to provide supply or procure any or all of the said
services if it shall be prevented hampered or restricted in any
way from so doing by virtue of strikes lock-outs non-availability
of or restrictions upon supplies or materials or labor or other
services weather conditions inevitable accident emergency act of
God or any cause whatsoever or howsoever arising and not within
the control of the Landlord provided always that the Landlord
shall be entitled to cease to provide any such service if in the
opinion of the Landlord it shall cease to be for the benefit of
the Tenant or has become due to technological change obsolete or
redundant.
(4) Subject to the Landlord being able to effect insurance against any
one or more of the risks hereinafter specified and subject to
reimbursement of the appropriate insurance premium as provided by
Clause 4(1)(b) hereof to insure in the name of the Landlord the
Development and the demised premises and all Landlord's fixtures
and fittings therein and thereon excluding glass and to keep the
same insured in the full reinstatement cost (to be determined from
time to time by the Landlord or its surveyors) and including an
inflationary factor against damage by fire, explosion, lightning,
impact, earthquake, aircraft, flood, storms and tempest, riot and
civil commotion and malicious damage or bursting or overflowing of
water tanks, apparatus and pipes and including demolition, site
clearance expenses, architects and other fees and taxes in
relation to the reinstatement of the Development and the demised
premises and three years loss of rent and the service charge and
all stamp duties and V.A.T. exigible on any building or like
contract as may be entered into relative to the re-construction,
reinstatement or repair of the Development and the demised
premises or any part thereof resulting from the destruction, loss
or damage thereof or thereto from any of the perils aforesaid and
public liability and employers liability and against such other
risks as the Landlord may from time to time in its absolute
discretion consider prudent and desirable (all such perils and
risks for the time being so covered by insurance hereinafter
called "the insured risks") and such risks may be covered by any
policy or policies of insurance as the Landlord may consider
appropriate PROVIDED HOWEVER that the Landlord shall not be
responsible for the Tenant its servants agents licensees invitees
or visitors for any injury death damage destruction financial or
consequential loss whether to person or property due to the state
and condition of the Development or the demised premises or any
part thereof or due to any act or default of any agent servant
xxxxxxx or other person authorised by the Landlord to enter the
Development or the demised premises save to the extent to which
the same may be insured against by the Landlord pursuant to the
terms of this Lease.
(5) In case the Development or the demised premises or any part
thereof shall be destroyed or damaged by fire or from any of the
insured risks then (subject to the Landlord obtaining Planning
Permission and all other necessary pertinent licences and
approvals) to reinstate the Development and the demised premises
substantially in accordance with its existing plan and elevation
and as often as shall happen to lay out all monies received in
respect of such insurance as aforesaid as soon as practicable in
or upon rebuilding, repairing or reinstating the Development and
the demised premises in a good and substantial manner unless the
relevant policy shall have been vitiated or rendered less than
fully effective by any act, neglect, default or omission on the
part of the Tenant and without being required to make up any
deficiency out of its own monies PROVIDED ALWAYS that in the event
of the Landlord being unable to reinstate the Development and/or
the demised premises substantially in accordance with its existing
plan and elevation due to refusal of planning or other approvals
consents or licences the Tenant agrees to surrender this Lease
when called upon by the Landlord to do so whereupon the said
Insurance monies shall belong absolutely to the Landlord.
IT IS HEREBY AGREED AND DECLARED as follows:
(1) The demised premises are held subject to all rights of light and
air and all other easements or rights (if any) now enjoyed by the
adjoining or neighbouring lands buildings and properties over the
demised premises;
(2) The Tenant shall not be entitled to any right of access or light
or air or other easements or rights to any building for the time
being comprised herein which would restrict or interfere with the
user of any adjoining or neighbouring land for building or for any
other purpose;
PROVIDED ALWAYS AND IT IS HEREBY EXPRESSLY AGREED as follows:
(1) If the said yearly rent or the Service Charge or other
contributions hereby reserved or any part thereof shall at any
time be in arrear and unpaid for fourteen days after the same
shall have become due (whether any formal or legal demand therefor
shall have been made or not) or if the Tenant shall at any time
fail or neglect to perform or observe any of the covenants
conditions or agreements herein contained and on its part to be
performed and observed or if the Tenant while the demised premises
or any part thereof shall remain vested in it shall enter into
liquidation whether compulsory or voluntary (not being a voluntary
liquidation for the purpose of amalgamation or reconstruction) or
permit any execution to be levied on the demised premises or
(being an individual) shall become bankrupt or compound with his
creditors then and in any such case it shall be lawful for the
Landlord or any person or persons duly authorised by it into or
upon the demised premises or any part thereof in the name of the
whole to re-enter and the demised premises peaceably to hold and
enjoy thenceforth as if this Lease had not been made without
prejudice to any right of action or remedy of the Landlord in
respect of any antecedent breach of any of the covenants by the
Tenant hereinbefore contained;
(2) In the event of the demised premises being damaged or destroyed by
any of the risks from time to time insured against by the Landlord
so as to be unfit for occupation and use then (unless the
insurance monies shall be irrecoverable in whole or in part by
reason solely or in part of any act neglect default or omission of
the Tenant) the rent hereby reserved and the Service Charge or
fair proportions of both according to the nature and extent of the
damage sustained shall be suspended until the demised premises
shall again be rendered fit for occupation
and use or for the period of three years from the date of such
destruction or damage whichever is the shorter and in the event of
any dispute concerning the provisions of this sub-clause the same
shall be determined by a single arbitrator in accordance with the
provisions of the Arbitration Acts of 1954 and 1980 or any
statutory modification or re-enactment thereof for the time being
in force;
(3) Any Notice under this Lease shall be in writing. Any Notice to the
Tenant shall be sufficiently served if signed by the Landlord or
its Agent for the time being and handed to the Tenant or left at
or affixed to the demised premises or any part thereof or sent by
Registered or Recorded Post to the registered office of the Tenant
in Great Britain or Northern Ireland or Republic of Ireland. Any
Notice by the Tenant to the Landlord shall be sufficiently served
if handed to the Landlord or its Agent for the time being or sent
by Registered or Recorded Post to the Landlord at its registered
office or its Agent (at its principal place of business) for the
time being. A Notice sent by post shall be deemed to have been
given forty-eight hours after the time of posting to the address
to which it was sent.
(4) Except in relation to Clause 3 hereof or where the provisions of
this Lease provide for a determination by the Landlord or its
architects auditors accountants agents or surveyors to be final
and conclusive as against the Tenant or where the same relate to
forfeiture of this lease or relief from forfeiture or matters
related thereto all cases of dispute or difference arising out of
or touching upon the rights duties or liabilities of the parties
under this Lease shall be referred to the determination of a
single arbitrator to be agreed upon by the parties or failing
agreement to a person nominated by the President of the
Incorporated Law Society of Ireland upon the application of either
party and the Arbitration shall be conducted in manner provided by
the Arbitration Acts 1954 and 1980 or any statutory modification
or re-enactment thereof for the time being in force. The reference
to the President shall include the duly appointed Deputy of the
President or any person authorised by the President to make
appointments on his behalf.
(5) The Landlord shall have the right from time to time to amend and
add to the Rules and Regulations set out in the Third Schedule
hereto in such manner as the Landlord shall consider to be in the
best interests of the Development.
10. The Landlord shall not be liable to the Tenant for any loss damage
inconvenience or injury suffered by the Tenant or any employee xxxxxxx or
customer or invitee or person resorting to the Development or demised
premises through or as a result of any state of disrepair of the demised
premises or of any breakdown or suspension of or any defect in any
fixture or fitting or any service or facility supplied in or about the
demised premises or anything in or upon any part of the Development
(including the demised premises and the Common Parts).
11. The Plans annexed hereto and the details shown thereon shall be for the
purpose of identification only and no warranty or condition expressed or
implied shall be given or be deemed to be given in respect of such Plans
or the details shown thereon or any matter or thing shown thereon or
referred to.
SURRENDER
12. In case the demised premises or any part thereof shall be destroyed or
become ruinous and uninhabitable or incapable of beneficial occupation or
enjoyment by or from any of the risks specified in clause 7(4) hereof
during the term hereby granted the Tenant hereby absolutely waives and
abandons its rights (if any) to surrender this Lease under the provisions
of Section 40 of the Landlord & Tenant Law Amendment, Xxxxxxx, Xxx 0000
or otherwise.
INTERPRETATION
13. In this Indenture where the context so admits the words importing the
neuter gender only shall include the masculine or feminine gender as
appropriate and vice versa and words importing the masculine gender only
shall include the feminine gender and words importing the singular number
only shall include the plural number and vice versa and where the Tenant
or the Guarantors shall from time to time be or consist of two or more
individuals the covenants herein expressed to be made by the Tenant or
the Guarantors as the case may be shall be deemed to be made by such
individuals jointly and severally.
Any reference herein contained to an enactment or to a series of
enactments shall be deemed to include any enactment from time to time
extending, amending, repealing, replacing or continuing the same or any
order regulation instrument direction or scheme or permission made under
it or deriving validity from it.
OTHER NOTES TO AFFECT CONSTRUCTION
The Header notes hereof shall not affect the construction of these
presents.
WARRANTY
Nothing in this Lease contained shall be deemed to constitute any
warranty by the Landlord that the demised premises or any part thereof
are authorised under the Planning Acts or otherwise for use for any
specific purpose.
GUARANTEE
(1) The Guarantors in consideration of the demise hereinbefore
contained having been made at their request hereby covenant with
the Landlord that the Tenant will pay the rents service charge
and other contributions hereby reserved on the days and in manner
aforesaid and will perform and observe all the Tenant's covenants
herein before contained and that in case of default in such
payment of rents service charge and other contributions or in the
performance or observance of such covenants as aforesaid the
Guarantors will pay and make good to the Landlord on demand all
losses damages costs and expenses thereby arising or incurred by
the Landlord PROVIDED ALWAYS and it is hereby agreed that any
neglect or forbearance of the Landlord in endeavouring to obtain
payment of the rents service charge and other contributions hereby
reserved when the same become payable or to enforce performance of
the several stipulations herein on the Tenant's part contained and
any time which may be given to the Tenant by the
Landlord shall not release or exonerate or in any way affect the
liability of the Guarantors under this covenant.
(2) In the event of the Tenant (being a company) during the term
hereby granted entering into liquidation whether compulsory or
voluntary and the liquidator in such liquidation disclaiming
this Lease or in the event of the Tenant (being an individual)
becoming bankrupt and the Assignee or Assignees in bankruptcy
disclaiming this Lease then in either such event the Guarantors
hereby covenant with the Landlord that the Guarantors will at
the request of the Landlord accept from the Landlord a Lease of
the demised premises for a term equal in duration to the
residue remaining unexpired of the term hereby granted at the
time of the granting of such Lease to the Guarantors such Lease
to contain the same Landlord's and Tenant's covenants
respectively and the same provisos and conditions in all
respects (including the provisos for re-entry) as are herein
contained.
BREAK CLAUSE
17. The Tenant shall have the option of surrendering this Lease on the 27th
day of February, 2001 on giving unto the Landlord at least one years notice in
writing of its intention to vacate the demised premises expiring on that date
such notice to be served not earlier than 1st December 1999 and not later than
1st March 2000. In the event of the Tenant serving such a notice the Landlord
shall accept vacant possession of the demised premises from the Tenant on the
27th February 2001 whereupon this Lease shall be at an end but without prejudice
to the right of the Landlord to proceed on foot of any antecedent breach of
covenant.
IT IS HEREBY CERTIFIED that the premises hereby demised are situate in the
Borough of Dun Laoghaire.
IT IS HEREBY FURTHER CERTIFIED for the purposes of the stamping of this
instrument, that this is an instrument to which the provisions of Section 112 of
the Finance Xxx 0000 do not apply for the reason that the premises being demised
are an existing office block.
IT IS HEREBY FURTHER CERTIFIED that the transaction hereby effected does not
form part of a larger transaction or of a series of transactions in respect of
which the amount or value or the aggregate amount or value of the consideration
(other than rent) exceeds L5,000.00.
IN WITNESS whereof the parties hereto have caused their respective Common Seals
to be hereunto affixed the day and year first herein WRITTEN.
FIRST SCHEDULE
PART I
DEMISED PREMISES
ALL THAT the First Floor Offices being portion of the Development known or to be
known as Xxxxxxx House, Temple Road, Blackrock in the County of Dublin as is
more particularly delineated and shown for the purpose of identification only on
Plan No. 2 annexed hereto and thereon edged green and which premises include:-
(a) the internal plaster surfaces and finishes of all structural or load
bearing walls and columns therein or which enclose the same, but not any
other part of such walls and columns;
(b) the entirety of all non-structural or non-load bearing walls and columns
therein or which enclose the same, but not any other part of such walls
and columns;
(c) the inner half severed medially of the internal non-load bearing walls
(if any) that divide the same from other parts of the building on the
Development;
(d) the floor finishes thereof save that the lower limit of the Demised
Premises shall not extend to anything below the floor finishes (except
that the cavity above any suspended ceilings shall be included);
(e) the ceiling finishes thereof, including all suspended ceilings (if any)
and light fittings save that the upper limit of the Demised Premises
shall not extend to anything above the ceiling finishes (except that the
cavity above any suspended ceilings shall be included);
(f) all window frame and window furniture and all glass in the windows and
all doors, door furniture and door frames;
(g) all sanitary and hot and cold water apparatus and equipment and the
radiators (if any) therein and all fire fighting equipment and hoses
therein;
(h) all Conduits therein and exclusively serving the same.
PART II
EASEMENTS, RIGHTS AND PRIVILEGES GRANTED
1. All Landlord's fixtures and fittings in and about the demised premises,
and
2. The right of ingress, egress and regress at all times during the business
hours of 8.00 a.m. to 6.30 p.m. on Mondays to Fridays (Christmas Day and
Bank Holidays excepted) and at such other times as shall be agreed by
prior special arrangement with the Landlord through the Common Parts
leading to the demised premises;
3. The use at the times aforesaid by employees and visitors of the Tenant of
2 (two) car-parking spaces in the car-park area as shown coloured yellow
on plan No. 1 (One) attached hereto (but so that the Landlord shall be
under no liability in respect of any loss or damage to any vehicle or the
contents of any vehicle in such car-parking spaces);
4. The right of free passage and running of water and soil and other
effluent in and through the sewers drains and channels made or to be made
through or under the Development;
5. The free and uninterrupted passage of water and air through the central
heating and/or air-conditioning apparatus;
6. The right of passage of gas electricity air smoke or other effluvia to
and from the demised premises through the pipes wires telephone and
telegraph cables ducts flutes and conduits (if any) passing along or
through or over upon or under the Development and the adjoining premises
of the Landlord.
7. The right of support, shelter and protection for the demised premises
from the adjoining or neighbouring premises and all other parts of any
building erected or to be erected of which the demised premises may form
part as are at present enjoyed or intended to be enjoyed by the demised
premises.
8. Full and free right and liberty for the Tenant its tenants employees and
duly authorised agents upon reasonable notice to enter upon other
premises comprised in the Development so far as may be reasonably
necessary for the purpose of repairing or
maintaining the demised premises or otherwise performing the Tenant's
obligations hereunder the tenant in the exercise of such rights doing as
little damage as possible to such other premises and forthwith making
good any damage thereby occasioned.
And so that all such easements rights and privileges in this Schedule
granted shall be enjoyed in common with the Landlord and all other
persons thereto entitled.
PART III
EXCEPTIONS AND RESERVATIONS
Except and reserved unto the Landlord and the lessees and tenants of the
Development and all other persons at any time authorised by them or any of them
or otherwise entitled to the same rights as follows:
Full right and liberty to vary or permit the variation of the present or any
future scheme layout or use of the Development and without derogating from the
generality of the foregoing:
(1) Full right and liberty to build upon the demised premises or to
build upon or to extend in height or otherwise buildings from time
to time standing on any land adjoining or adjacent to the demised
premises or any building or any part thereof of which the demised
premises form part notwithstanding that the access of light and
air to the demised premises and the lights windows and openings
thereof may be affected;
(2) Full right and liberty from time to time to change vary reduce or
add to the area extent level location and arrangement of the
Common Parts and of the improvements and amenities provided by the
Landlord but so that any interference with the rights to parking
specified herein are not interfered with save on a short term
temporary basis and to close temporarily all or any of the said
Common Parts and improvements and amenities for the purpose of
preparing renovating and replacing cleansing and maintaining the
same taking at all times proper account of the reasonable
interests of the tenant and other tenants in the Development and
in accordance with the principles of good estate management.
(3) The full and free right and liberty of running of water and soil
gas and electrical energy the flow of air and the free passage of
smoke or effluvia from and to the Development and the adjoining
premises of the Landlord and the buildings now or hereafter to be
erected in the Development through the gutters pipes sewers drains
wires telephone and telegraph cables conduits ducts flues and
watercourses now or at any time during the term in or over or upon
or under or passing along or through the demised premises and to
enter upon the demised premises and to install and make connection
with such gutters pipes sewers drains wires telephone and
telegraph cables conduits ducts flues and watercourses or any of
them for the purpose of exercising the said right of running of
water and soil gas electrical energy flow of air and free passage
of smoke or other effluvia the person or persons exercising such
rights making good any damage to the structure of the demised
premises thereby occasioned;
(4) Full rights and liberty at all reasonable times to enter upon the
demised premises with or without appliances and workmen and others
as often as may be necessary to view the state and condition of
and to repair and maintain the demised premises and clean alter
renew remove or install such gutters pipes sewers drains wires
conduits ducts flues and watercourses serving the demised premises
and adjoining premises and the Development (including the right if
necessary to erect and maintain scaffolding) the persons
exercising such rights ensuring that inconvenience is limited as
far as practicable and that access to the demised premises is not
as far as practicable unduly obstructed;
(5) The full rights of support and of shelter and protection to
adjoining premises and all other parts of the building of which
the demised premises form part and of the Development as are at
present enjoyed from the demised premises;
(6) The full right and liberty to enter upon the demised premises at
any time during the term hereby granted in order to build on or
into any party or other walls of the demised premises the person
or persons exercising such rights making good all damage to the
structure of the demised premises thereby occasioned;
(7) The right to build or install or to continue building or
installing (and thereafter to maintain) buildings erections
structures signs and fixtures on the Common Parts or on any part
of the Development and/or upon into or projecting over or under or
taking support from the demised premises or the building of which
the demised premises form part PROVIDED that such buildings and
erections and structures and signs and fixtures shall not become
nor form part of the demised premises.
But so that the tenant shall not be entitled to any compensation
whatsoever in respect of the exercise by the Landlord its agents or any
of the persons thereto entitled of any of the rights hereby excepted and
reserved.
SECOND SCHEDULE
PARTICULARS OF COMPONENTS OF SERVICE CHARGE
1. The costs of the insurances which the Landlord shall incur in providing
the services herein set out.
2. The costs of the repairs decorations and other works which the Landlord
covenants to effect in this Lease.
3. The total costs and expenses incurred in managing operating repairing
renovating cleaning maintaining and replacing the Common Parts and
specifically including but without prejudice to the generality of the
foregoing:-
(a) gardening landscaping and line painting;
(b) lighting heating ventilation and air-conditioning (including
central heating);
(c) sanitary and health control and cleaning and the removal and
disposal of refuse;
(d) providing staff and personnel for carrying out duties in respect
of the operation and maintenance of the Development and the Common
Parts and providing residential or other accommodation for them
and providing repairing and
maintaining an office situate at or near the Development and other
accommodation used solely for the purpose of the Development.
(e) the policing control and security of the Development;
(f) depreciation and provision for replacement (whether by way of an
annual sinking fund or otherwise at the discretion of the
Landlord) of machinery equipment plant apparatus and things
forming part of or used in the operation and maintenance of the
Common Parts;
(g) the provision and maintenance of fire fighting equipment;
(h) the cost of management (including the collection of rent and
service charge) and of employing management agents and the cost of
employment of accountants auditors and surveyors to determine the
amount of the Service Charge;
(i) any legal costs and expenses incurred in the course of managing
operating and maintaining the Development and the Common Parts and
enforcing any covenants conditions and regulations with respect
thereto or complying with or otherwise taking action on any
notices or orders in respect of the Development or the Common
Parts;
(j) all rates taxes charges impositions and outgoings whatsoever
whether parliamentary local or of any other description which may
be assessed charged or imposed or payable on or in respect of the
whole or any part of the Development or the Common Parts so far as
such payments are not the liability of or recoverable from the
Tenant or any other tenant in the Development;
(k) Providing such reception and security staff for the reception area
and the common areas as may from time to time appear appropriate
to the Landlord
(l) Value Added Tax on all sums payable pursuant to the provisions of
this Schedule.
THIRD SCHEDULE
RULES AND REGULATION
(1) The demised premises shall not be used in any manner inappropriate to a
high class office.
(2) No live animals shall be kept in the demised premises.
(3) Nothing shall be deposited and no refuse shall be thrown outside the
demised premises and all refuse and waste shall be deposited by the
tenant in a compactor or area designated by the landlord from time to
time for this purpose.
(4) No paraffin oil or liquid or solid fuel heater shall be used in the
demised premises.
(5) No dangerous or offensive goods shall be stored or kept in the demised
premises.
(6) The Tenant shall keep on the demised premises in compliance with the
Landlord's and Insurers reasonable requirements and legal requirements
(if any) fire fighting and extinguishing apparatus which shall be open to
the inspection of the Landlord and Insurers and shall not obstruct or
permit or suffer to be obstructed the access to or means of working such
apparatus and appliances or any means of escape.
(7) No fuel shall be burned in the demised premises and the Tenant shall
comply in all respects with the requirements of any smoke control order
for the time being in force in the area in which the demised premises are
situate.
(8) No loudspeakers televisions sets radios or other devices shall be used in
a manner so as to be heard outside the demised premises.
(9) The Tenant shall keep the demised premises at a temperature sufficiently
high to prevent freezing of water in pipes and fixtures.
(10) The plumbing facilities shall not be used for any other purposes than
that for which they are constructed and no foreign substance of any kind
shall be thrown therein.
(11) The Tenant shall not burn any refuse of any kind or any other material in
or about the demised premises or the Development.
(12) The Tenant shall give immediate notice to the Landlord in case of fire or
accident or defects in the demised premises.
(13) The Tenant shall use its best endeavours to ensure that persons having
recourse to the Development shall observe any regulations or instructions
made or given by the Landlord with regard to the parking of vehicles in
the car parking or other areas of the Development.
PRESENT when the Common Seal
of THE LANDLORD was affixed
hereto:
PRESENT when the Common Seal
of THE TENANT was affixed
hereto:
A & L GOODBODY
SOLICITORS
Dated 12th March, 1993
XXXXXXX TRAVEL CONSULTANTS LIMITED
ONE PART
AND
EUROPEAN LANGUAGE TRANSLATIONS LIMITED
OTHER PART
ASSIGNMENT
A & X Xxxxxxxx,
0, Xxxxxxxxx Xxxxxx,
Xxxxx Xxxxxx,
Xxxxxx 0.
MGAS2501.01/PW
THIS INDENTURE made this 12th day of March 1993 BETWEEN XXXXXXX TRAVEL
CONSULTANTS LIMITED having its registered office at Meadowvale, Blackrock in the
County of Dublin (hereinafter called "the Vendor" which expression shall where
the context so admits or requires include its successors and assigns) of the one
part and EUROPEAN LANGUAGE TRANSLATIONS LIMITED having its registered office at
Xxxxxxx House, Temple Road, Blackrock in the County of Dublin (hereinafter
called "the Purchaser" which expression shall where the context so admits or
requires include its successors and assigns) of the other part.
WHEREAS:
1. By Indenture of Lease (hereinafter called "the Lease") dated the 20th day
of March, 1991 between Xxxxx Xxxxx Investments Limited of the one part
and the Vendor of the other part the premises therein and hereinafter
more particularly described and intended to be hereby assigned were
demised unto the Vendor for the term of 35 years from the 1st day of
March, 1991 subject to the initial yearly rent of IRL25,596.00 thereby
reserved and to the covenants on the part of the Vendor and the
conditions therein contained.
2. In consideration of the Purchaser assuming all the liabilities and
obligations of the Vendor on foot of all the covenants and conditions
contained in the Lease the Vendor has agreed with the Purchaser to assign
its interest in the said premises free from encumbrances.
NOW THIS INDENTURE WITNESSETH that in pursuance of the said agreement and in
consideration of the premises the Vendor as beneficial owner HEREBY ASSIGNS unto
the Purchaser ALL THAT the premises comprised in and demised by the Lease and
more particularly described and set forth in the Schedule hereto TO HOLD the
same unto the
Purchaser for all the residue now unexpired of the term of years granted by the
Lease subject to the yearly rent thereby reserved and to the covenants on the
part of the Lessee and conditions therein contained.
THE PURCHASER HEREBY COVENANTS with the Vendor that it the Purchaser will
henceforth during the continuance of the said term pay the yearly rent and
increased yearly rent thereby reserved and will perform and observe the
covenants on the part of the Lessee and the conditions contained in the Lease
and will indemnify and keep indemnified the Vendor from and against all actions,
proceedings, costs, damages, claims, expenses or demands whatsoever or howsoever
arising by reason or on account of the non-payment of the said rent or any part
thereof or the breach, non-performance or non-observance of the said covenants
and conditions or any of them.
IT IS HEREBY CERTIFIED that the transaction hereby effected does not form part
of a larger transaction or services of transactions in respect of which the
amount or value or the aggregate amount or value of the consideration exceeds
IRL5,000.00.
IT IS HEREBY CERTIFIED that the premises hereinbefore assigned are situate in
the Borough of Dun Laoghaire.
IT IS HEREBY CERTIFIED for the purposes of the stamping of this Instrument,
that this is an Instrument to which the provisions of Section 112 of the
Finance Xxx 0000 do not apply for the reason that the premises being assigned
are part of an existing office block.
IT IS HEREBY CERTIFIED for the purposes of Section 29 of the Companies Xxx 0000
that the Vendor and the Purchaser are not bodies corporate connected with one
another in a manner which would require this transaction to be ratified by
resolution of either.
IN WITNESS whereof the parties hereto have caused their Common Seals to be
affixed the day and year first herein WRITTEN.
SCHEDULE
ALL THAT the premises comprised in and demised by the Lease and therein
described as ALL THAT the First Floor Offices being portion of the Development
known or to be known as Xxxxxxx House, Temple Road, Blackrock in the County of
Dublin as is more particularly delineated and shown for the purpose of
identification only on Plan No. 2 annexed hereto and thereon edged green and
which premises include: -
(a) the internal plaster surfaces and finishes of all structural or load
bearing walls and columns therein or which enclose the same, but not any
other part of such walls and columns;
(b) the entirety of all non-structural or non-load bearing walls and columns
therein or which enclose the same but not any other part of such walls
and columns;
(c) the inner half severed medially of the internal non-load bearing walls
(if any) that divide the same from other parts of the building on the
Development;
(d) the floor finishes thereof save that the lower limit of the Demised
Premises shall not extend to anything below the floor finishes (except
that the cavity above any suspended ceilings shall be included);
(e) the ceiling finishes thereof, including all suspended ceilings (if any)
and light fittings save that the upper limit of the Demised Premises
shall not extend to anything above the ceiling finishes (except that the
cavity above any suspended ceilings shall be included);
(f) all window frames and window furniture and all glass in the windows and
all doors, door furniture and door frames;
(g) all sanitary and hot and cold water apparatus and equipment and the
radiators (if any) therein and all fire fighting equipment and hoses
therein;
(i) all Conduits therein and exclusively serving the same TOGETHER WITH the
benefit of all the easements rights and privileges more particularly
described and granted in the First Schedule Part ii of the Lease.
(j)
PRESENT when the Common Seal
of XXXXXXX TRAVEL CONSULTANTS
LIMITED was affixed hereto: -
PRESENT when the Common Seal
of EUROPEAN LANGUAGE TRANSLATIONS
LIMITED was affixed hereto: -
DATED THE______ DAY OF _______1993
XXXXX XXXXX INVESTMENTS LIMITED
FIRST PART
XXXXXXX TRAVEL CONSULTANTS LIMITED
SECOND PART
EUROPEAN LANGUAGE TRANSLATIONS LIMITED
THIRD PART
LICENCE TO ASSIGN
Xxxxxxxx Xxxxxx Xxxxxxxx,
Solicitors,
0 Xxxxxxxxxx Xxxx,
XXXXXX 0
MD/[WP\CORKELIC.ASS]
(10th March 1993)
THIS LICENCE is made the 19th day of March One Thousand Nine Hundred and
Ninety-Three
BETWEEN
XXXXX XXXXX INVESTMENTS LIMITED having its Registered Office at 0X Xxx
Xxxxxxxx, Xxx Xxxxxxxxx, Xxxxxx Xxxxxx (hereinafter called "the Landlords")
of the First Part, XXXXXXX TRAVEL CONSULTANTS LIMITED having its Registered
Office at 10 Meadowvale, Blackrock, County Dublin (hereinafter called "the
Tenant") of the Second Part, and EUROPEAN LANGUAGE TRANSLATIONS LIMITED
having its Registered Office at Xxxxxx Xxxxx, Xxxxx Xxxxxxxxxxx Xxxxxx,
Xxxxxx 0 (hereinafter called "the Assignee") of the Third part.
WHEREAS by Indenture of Lease (hereinafter called "the Lease") dated the 20th
day of March and made between the Landlords of the One Part and the Tenant other
part the Landlord dated ALL THAT the premises (hereinafter called "the demised
premises") known as the First Offices of Xxxxxxx House, Temple Road, Blackrock,
County Dublin as more particularly described in the Lease for the term of 35
years from the 1st day of March 1991 subject to the initial yearly rent Twenty
Five Thousand Hundred and Ninety Six Pounds (L25,596.00) increasing and subject
to review as therein provided and subject to the covenants on the part of the
Lessee and conditions therein contained.
AND WHEREAS the Lease contains covenants on the part of the Tenant (inter alia)
not to assign the demised premises without the consent in writing of the
Landlords.
AND WHEREAS the Tenant desires to assign all its estate and interest in the
demised premises to the Assignee and the Landlords have agreed to grant a
License to the Tenant to assign the demised premises to the Assignee for the
residue of the term demised by the Lease as hereinafter set out in consideration
of the covenants by the Tenant and the Assignee hereinafter contained.
NOW IT IS AGREED as follows:
1. In consideration of the covenants by the Tenant and the Assignee
hereinafter contained the Landlords Hereby Grant to the Tenant licence to
assign all its estate and interest in the Lease to the Assignee PROVIDED
ALWAYS that this Licence shall not authorise any further or other
assignment or parting wholly or partially with the possession of the
demised premises or any part thereof otherwise than in accordance with
the Lease or prejudice or affect any of the covenants, conditions or
provisions in the Lease or the Landlords' remedies now or at any future
time against any person in respect thereof.
2. The Assignee hereby covenants with the Landlords:-
(a) That from the date when the Tenants estate and interest in the
Lease shall be assigned to it pursuant to the Licence hereinbefore
contained and henceforth during the residue of the term granted by the
Lease to pay the rent and other sums thereby reserved and perform and
observe the covenants and conditions on the part of the Tenant therein
and in the Lease contained.
(b) Not to carry out any alterations or fitting out to the demised
premises without the prior approval in writing of the Landlords'
Architect of detailed plans and specifications thereof and all works so
approved shall be carried out under such Architect's supervision and in
compliance with Planning Permission and Bye-Laws Approvals and statutory
requirements.
(c) Not to erect any new fascia sign without first submitting details
(including a drawing showing full dimensions) to the Landlords or its
agents or Architect and subject only to the consent of the Landlords or
its agents or Architect and in compliance with Planning Permission and
Bye-Laws Approval and statutory requirements.
(d) To furnish to the Landlords a copy of the deed of Assignment to it
when stamped and registered.
(e) To pay the Landlords' Architects costs arising out of the consent
hereby given.
3. And the Tenant hereby covenants to pay the Landlords legal costs, and
Agents costs arising out of the consent hereby given.
IN WITNESS whereof this Memorandum has been executed in manner hereinafter
appearing the day and year first herein WRITTEN.
PRESENT when the Common Seal of
XXXXX XXXXX INVESTMENTS LIMITED
was affixed hereto:-
PRESENT when the Common Seal of
XXXXXXX TRAVEL CONSULTANTS LIMITED
was affixed hereto:-
PRESENT when the Common Seal of
EUROPEAN LANGUAGE TRANSLATIONS LIMITED
was affixed hereto:-
European Language Translations
8.5 Operating Leases
8.5.1 GENERAL
The Company has three operating leases as follows:
- First Floor, Xxxxxxx House (Section 8.5.2)
- Second Floor, Xxxxxxx House (Section 8.5.3)
- EP's Company Car (Section 8.5.4)
8.5.2 FIRST FLOOR, XXXXXXX HOUSE
ELT sub-leased approximately 40% of the first floor from Xxxxxxx Travel
Consultants Limited on 28 September, 1992. We understand that the
permission of the landlord Xxxxx Xxxxx Investments Limited ("XXXX") was
obtained. Rental of IRL1,442 per month was paid under the sub-lease
arrangement from October, 1992 to January, 1993 (Appendix 8.4) This
arrangement was subsequently extended to 12 March, 1993. We understand
that the first floor lease was assigned to ELT on 12 March, 1993. We have
obtained a copy of the head lease between Xxxxxxx Travel Consultants
("ATCL") and XXXX (summarised in Appendix 8.5). We reviewed a signed copy
of the deed of assignment between ATCL and ELT dated 12 March, 1993
noting ATCL agreed to assign its interest in the first floor free from
encumbrances. We reviewed a signed copy of the licence to assign between
XXXX, ATCL and ELT dated 19 March, 1993.
8.5.3 SECOND FLOOR, XXXXXXX HOUSE
This lease is summarised in Appendix 8.6. The guarantor for the lease is
Xxxx Xxxxxxxx and we are not aware whether this guarantee has been
released.
8.5.4 EP'S COMPANY CAR
EP has the use of a Mercedes 190E car (registration number 90 D 31558). A
copy of the operating lease is included in Appendix 8.7.
XXXXXXX TRAVEL CONSULTANTS LTD
PROPOSED SUB LEASE ARRANGEMENTS
FROM TO
: YEAR 2 : 1st MARCH 1992 28th FEBRUARY 1993 365 DAYS
: PERIOD : 28th SEP. 1992 31st JANUARY 1993 130 DAYS
: AREA ALLOCATED 40% APPROX
TIME AREA
TOTAL APPORTIONMENT ALLOCATED
----- ------------- ---------
31,878.00 11,353.81 4,541.52
4,757.00 1,594.27 577.71
CE CHARGES 1,125.00 400.58 150.27
ANCE 500.00 178.08 71.23
--------
CHARGE 5,450.74
& HEAT PER 2 MONTHS FOR 4 MONTHS
275.00 550.00 220.00
RD GAIS 120.00 240.00 96.00
--------
5,756.74
--------
--------
4 INSTALLMENTS AS FOLLOWS:
OCTOBER 1992 1,441.68
NOVEMBER 1992 1,441.68
DECEMBER 1992 1,441.68
JANUARY 1993 1,441.68
--------
5,766.74
--------
--------
European Language Translations
APPENDIX 8.5
FIRST FLOOR LEASE, XXXXXXX HOUSE
SUMMARY
Head Lease Summary
Premises: First Floor, Xxxxxxx House,
Temple Road, Blackrock, County Dublin
Two car parking spaces are also included
Landlord: Xxxxx Xxxxx Investments Limited
00 Xxxxxxxxx Xxxxxxx, Xxxxxx 0
Period: 35 years
Commencing: 1 March, 1990
Rent: First year IRL25,596
Second year IRL31,878 Third, fourth and
fifth year IRL34,670 Thereafter IRL34,670
plus rent reviews
A service charge, rates and 33.33% of insurance are
also payable
Payment: Quarterly in arrears
Rent Reviews: Last day of fifth year plus last day of each
subsequent fifth year
Break Clause: Option to surrender on 27 February, 2001 provided
notice given one year in advance
European Language Translations
APPENDIX 8.6
SECOND FLOOR LEASE, XXXXXXX HOUSE
SUMMARY
Premises: Second Floor, Xxxxxxx House,
Temple Road, Blackrock, County Dublin
Two car parking spaces are also included
Landlord: Xxxxx Xxxxx Investments Limited
00 Xxxxxxxxx Xxxxxxx, Xxxxxx 0
Guarantor: Xxxx Xxxxxxxx, Killiney, County Dublin
Period: 35 years
Commencing: 14 September, 1990
Rent: First year IRL27,920
Second year IRL29,316 Third, fourth and
fifth year IRL30,712 Thereafter IRL30,712
plus rent reviews
A service charge, rates and 33.33% of insurance are
also payable
Payment: Quarterly in arrears
Rent Reviews: Last day of fifth year plus last day of each
subsequent fifth year
Break Clause: Option to surrender on 3 September, 1993 provided
notice given one year in advance. EP informed us
that no such notice has been given.
