EXHIBIT 10.14
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NOTE: This Agreement and the negotiations conducted in respect thereof do not
obligate the Lessor as long as the authorized signatories of the Lessor have not
yet signed the Agreement.
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AZRIELI CENTER
OFFICES LEASE AGREEMENT
SIGNED IN TEL AVIV ON THE 23RD DAY OF JANUARY 2000
BETWEEN
Canit HaShalom Investments Ltd.
Private Company 00-000000-0
Whose address for the purpose of this Agreement is:
Azrieli Center
132 Petah Tikva Road, Tel-Aviv
(hereinafter: "the Lessor")
OF THE FIRST PART
AND
Terayon Communication System Inc.
(hereinafter: "the Lessee")
Whose address for the purpose of this Agreement is:
c/o Attorney Arieh Hagai
00 XxXxxxxxx Xxxxxx, Ramat Gan
Telephone: 00-0000000 Fax: 00-0000000
OF THE SECOND PART
WHEREAS: The Lessor is the owner of the right to be registered as the
lessee of the land at Xxxxx 0000, Xxxxxx 5 in Tel Aviv
(hereinafter: "the Land");
AND WHEREAS: The Lessor is constructing a project on the Land which will
include buildings designed for offices, commerce, stores,
residential, hotel, parking lots and additional uses, known
by the name "The Azrieli Center" (hereinafter: "the
Project");
AND WHEREAS: The Lessee wishes to rent the Premises situated in
the Project from the Lessor by way of an unprotected Lease
and to sign, inter alia, a management agreement with the
Management Company, as well as the appendices to this
Agreement, the same subject to and pursuant to all the
provisions of this Agreement;
AND WHEREAS: The Lessor agrees to lease the Premises to the Lessee by way
of an unprotected lease, the same subject to and pursuant to
all the provisions of this Agreement;
AND WHEREAS: The parties wish to define, arrange and entrench in writing
all their rights and obligations in connection with the
Lease of the Premises, the same as specified below in this
Lease Agreement;
ACCORDINGLY IT IS DECLARED, STIPULATED AND AGREED BETWEEN THE PARTIES AS
FOLLOWS:
1. PREAMBLE AND INTERPRETATION
1.1 The preamble and appendices to this Agreement constitute an
inseparable part thereof.
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1.2 The section headings in this Agreement are for the purpose of
orientation and convenience only, they are not part of the
Agreement and shall not be used in the interpretation thereof.
1.3 In this Agreement the singular implies the plural and vice
versa. In this Agreement the masculine implies the feminine and
vice versa.
2. DEFINITIONS AND APPENDICES
2.1 In this Agreement and the appendices thereto the following terms
shall have the meaning appearing alongside them:
"THE LAND" The Land in Block 7106 Parcel 5 in Tel
Aviv;
"URBAN BUILDING PLAN" Master Plan No. T.A. 2401 in Tel Aviv and
its regulations and appendices, including
any amendment variation or addition
thereto subsisting from time to time;
"THE PROJECT" Buildings for offices, commerce, stores,
residential, storerooms, hotel, parking
lots and other uses as the Lessor may see
fit and also Public Areas, which shall be
constructed on the Land in stages
according to the Lessor's discretion;
"THE PROPERTY", "THE The unit in the Project to be leased to
PREMISES" the Lessee pursuant to this Agreement, as
specified in the Special Conditions
Appendix APPENDIX "A", in the sketch
APPENDIX "B", and in accordance with the
technical description APPENDIX "C";
"THE TOWER" The tower in the Project, wherein the
Premises are situated, as specified in the
Special Conditions Appendix APPENDIX "A";
"THE RENT" The sums the Lessee owes the Lessor in
respect of the Lease pursuant to this
Agreement, and any sum supposed to be
added thereto pursuant to the provisions
of this Agreement;
"PURPOSE OF THE LEASE" As specified in section 5 of the
Agreement.
"THE MANAGEMENT The Lessor and/or any person, company or
COMPANY" other legal entity appointed by the Lessor
for the purpose of the management and
maintenance of the Project as specified in
section 17 below, who will take upon
itself the obligations and rights of the
Management Company by virtue of the
Management Agreement - Appendix "D".
"THE MANAGEMENT The agreement for the maintenance,
AGREEMENT" management and operation of the Project by
the Lessor or the Management Company,
attached as APPENDIX "D" to this
Agreement;
"HOLDERS OF AREAS IN THE Lessees, tenants, owners, or licensees of
PROJECT", "LESSEES", areas and of particular parts of the
"HOLDERS" Project.
"PUBLIC AREAS" All the areas within the boundary of the
Land, including all the structures,
additions and variations which may be
added thereto from time to time, and also
roofs, external walls, passages, entrances
and exits, service areas and rooms,
internal streets, service corridors,
technical areas such as electricity,
pumps, and air conditioning rooms, loading
and unloading bays, elevators, escalators,
stairs, and any other area within the
boundaries of the Land and the Project
designed to serve the general public
including all the areas outside the Land
and the Project which border the Land and
the Project and which are designed to
serve Holders of Areas in the Project and
their customers, including entrances,
sidewalks, gardens and signs, all
exclusive of areas in the Project held by
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Holders and/or areas attached to the
Premises and all as may be prescribed and
defined according to the Lessor's sole
discretion, and in such manner so as not
to interfere with the reasonable use of
the Premises by the Lessee. Concerning the
payments which apply to the Lessee in
relation to the Public Areas, the
definition of the Public Areas as it
appears in the Management Agreement and
not the above definition shall apply;
"DESIGNATED PUBLIC AREAS" Parts of the Public Areas designated to
serve a particular part of the Holders of
Public Areas in the Project, such as:
stairways, elevators, service rooms and
entrance lobbies, and the other Public
Areas inside a particular building or a
particular part of the Project, which is
leased or held by one Holder and/or a
number of Holders, and all as may be
defined and prescribed according to the
Lessor's sole discretion and in such
manner so as not to interfere with the
reasonable use of the Premises by the
Lessee;
"DATE OF DELIVERY OF The date on which possession in the
POSSESSION", "DATE OF Premises is delivered to the Lessee, as
DELIVERY" specified in the Special Conditions
Appendix and subject to the contents of
section 11 below;
"DATE OF GRANTING LICENCE" The date on which the Lessor permits the
Lessee to commence preparatory works in
the Premises as Licensee, as specified in
section 9 below;
"THE AGREEMENT", "THE This agreement, including the preamble and
CONTRACT" appendices thereto; inclusive of any
amendment to be made pursuant to the
provisions of this Agreement;
"THE INDEX" The Consumer Price Index including fruit
and vegetables published by the Central
Bureau for Statistics and Economic
Research, including that Index even if it
is published by another government body or
institution, and also any official index
which may replace it, whether or not it is
based on the same statistics as the
existing Index is based. If another index
is introduced, and the ratio between the
indices is not determined by the Central
Bureau for Statistics, then the ratio
between the indices shall be determined by
the Lessor's accountants and their
determination shall be final and bind the
parties;
"THE BASE INDEX" As specified in the Special Conditions
Appendix Appendix "A";
"THE KNOWN INDEX" The last known Index at the time any
payment is actually made;
"LINKAGE DIFFERENTIALS" The sum obtained by multiplying the
relevant sum by the difference between the
Known Index and the Base Index, and
divided by the Base Index;
"THE AREA OF THE PREMISES" As defined in section 4 below;
"THE TERM OF LEASE" As defined in section 6 below, including
all additional Terms of Lease, as the case
may be;
"QUARTER" Periods of three months each - commencing
on 1st January, 1st April, 1st July and
1st October, in each calendar year;
"THE ARCHITECT, "THE The architect or engineer or project
ENGINEER" manager appointed from time to time by the
Lessor;
THE LESSOR'S Whoever is appointed from time to time as
REPRESENTATIVE" the Lessor's Representative and where
notification of his appointment has been
sent to the Lessee;
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"MANAGEMENT FEES", Sums of money which the Lessee is obliged
MAINTENANCE FEES" to pay the Management Company pursuant to
the Management Agreement;
"THE REGULATIONS" The Project Regulations Appendix "F" to
the Agreement or any other regulations
which may replace them pursuant to the
provisions of the Agreement;
2.2 This Agreement includes the following appendices which
constitute an inseparable part thereof, including any Appendix
which is attached, or which may be attached, with the consent of
the parties:
2.2.1 APPENDIX "A" - Special Conditions Appendix (hereinafter:
"Appendix "A"" or "the Special Conditions
Appendix ");
2.2.2 APPENDIX "B" - The sketch of the Premises (hereinafter:
"Appendix "B"" or "the Sketch");
2.2.3 APPENDIX "C" - Technical description of the Premises and
a detailing of the specification works in
the Premises (hereinafter: "Appendix "C""
or "the Technical Description");
2.2.4 APPENDIX "D" - The Management Agreement (hereinafter:
"Appendix "D"" or "the Management
Agreement");
2.2.5 APPENDIX "E" - Plans and specification of the Lessee's
changes and adjustments in the Premises
and details of the Lessor's works and the
Lessee's works in the Premises, shall be
attached to the Agreement following their
preparation;
2.2.6 APPENDIX "F" - The Project Regulations;
2.2.7 APPENDIX "G" - Form of certificate of insurance for
the Lessee's works;
APPENDIX "G" - Form of certificate of the Lessee's
insurance;
APPENDIX "G" - Fire prevention safety measures
guidelines;
2.2.8 APPENDIX "H" - Form of bank guarantee;
2.2.9 APPENDIX "I" - Car parking agreement (hereinafter:
"Appendix "I"" or "the Car Parking
Agreement");
2.2.10 APPENDIX "J" - Irrevocable Notarized Power of Attorney
for the removal of a Notice of Caution
that is registered in favor of the
Lessee, if it is so registered,
concerning the Lessor's rights in the
Tower.
3. THE LEASE TRANSACTION AND THE PARTIES' DECLARATIONS
3.1 The Lessor hereby undertakes to lease to the Lessee, and the
Lessee hereby undertakes to rent from the Lessor, the Premises
for the Term of Lease as specified in this Agreement.
3.2 The Lease pursuant to this Agreement is conditional upon the
fulfillment of all the Lessee's undertakings pursuant to this
Agreement including making all the payments in respect of the
Premises during the Term of Lease as entailed by this Agreement.
3.3 The Lessee declares:
3.3.1 Subject to the veracity of the Lessor's declaration in
section 3.4 below, that it has seen and inspected the
Land and its vicinity, the plans of the Project and the
Premises, the Urban Building
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Plan, the Sketch Appendix "B" and the Technical
Description of the Premises Appendix "C", and it has
also inspected the planning status of the Land, the
Project and the Premises with the planning authorities
and with any other body as it thinks fit, and that it is
acquainted with and aware of all the details relating
thereto, and certifies that it has found the Project,
the Premises, the Sketch, the plans and the Technical
Description on the date of the signing of this Agreement
to be suitable for its purposes and objects from every
aspect whatsoever and it renounces any contention of
inconsistency, defect and any other contention in
connection therewith, save for contentions in connection
with hidden defects and/or faults.
3.3.2 Canceled.
3.3.3 That it is aware that the Lessor shall be entitled to
introduce changes into the Urban Building Plan, in the
Project plans, in the Premises and its Technical
Description - at its absolute discretion, or as a result
of technical or other exigencies, or the instructions of
the competent authorities. The Lessee certifies and
declares that the introduction of changes as aforesaid,
shall not derogate from its declarations and consents as
specified in this section above provided that they do
not cause substantial harm to its rights under this
Agreement and do not derogate from the Lessee's ability
to make use of the Premises in accordance with the
Purpose of the Lease as defined below.
The Lessor shall report to the Lessee its intention to
introduce changes in the Urban Building Plan, if these
changes, as aforesaid, affect the Premises and/or the
Purpose of the Lease. For the avoidance of doubt, it is
clarified that changing the Urban Building Plan as
aforesaid shall not restrict or limit the Purpose of the
Lease and/or infringe upon the Lessee's rights.
3.4. The Lessor declares
3.4.1 That the Tower has been constructed in accordance with
the provisions of a Building Permit that was issued for
its construction.
3.4.2 That there is no impediment to making use of the
Premises for the purpose of operating a high-tech
company, and generally for the development of software
as well as software laboratories and/or inspection
laboratories. It is to be clarified that the aforesaid
does not apply to production, which is prohibited in the
Premises.
3.4.3 That Form 4 has been received in respect of the
Premises, and that until the Date of Delivery of
Possession in the Premises, there shall be no legal
estoppel or other impediment to occupation of the
Premises.
4. AREA OF THE PREMISES
The area of the Premises for the purposes of this Agreement is the area
of the Premises as marked in the Special Conditions Appendix. The area
of the Premises includes the area of the Premises defined in Appendix
"A". For the avoidance of doubt, it is hereby clarified that the area of
the Premises does not constitute a basis for the calculation of the
Rental Fees fixed in Appendix "A". The parties agree that the area of
the Premises fixed in Appendix "A" is the final area for the purposes of
this Agreement and that any additional measurement of the Premises shall
not oblige the Parties.
5. PURPOSE OF THE LEASE
5.1 The Lessee hereby rents the Premises solely and exclusively for
the purpose as specified in the Special Conditions Appendix, and
not for any other purposes and/or other requirements of any
nature whatsoever, unless the Lessor's authorization for the
amendment has been obtained in advance and in writing. For the
avoidance of doubt, it is clarified that subject to the contents
of section 5.2 below, the Lessor is not obliged to consent to
the Lessee's requests for an addition to and/or amendment of the
Purpose of the Lease.
5.2 The Lessee hereby undertakes not to use the Premises or any part
thereof for any other purpose other than the Purpose of the
Lease. The Lessee undertakes that it shall not alter the Purpose
of the Lease without the Lessor's consent in writing and in
advance. The Lessor's consent shall not unreasonably be
withheld.
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5.3 A breach of this section and all stipulations thereof
constitutes a fundamental breach of the Agreement.
6. THE TERM OF LEASE
6.1 The Term of Lease pursuant to this Agreement is as specified in
the Special Conditions Appendix and commences on the Date of
Delivery of Possession in the Premises on the date stated in the
Special Conditions Appendix (hereinafter: "The Term of Lease").
For the avoidance of doubt, it is clarified that in any event
the Term of Lease shall not exceed a period of twenty-four years
and eleven months.
6.2 Should the Special Conditions Appendix grant the Lessee the
rights to extend the Lease, the Lessee shall be entitled to rent
the Premises for additional Terms of Lease (in this Agreement:
"the Additional Term of Lease" or "the Additional Terms of
Lease") the same as specified in the Special Conditions
Appendix. The Additional Term of Lease, shall commence upon
expiration of the First Term of Lease and every Additional Term
of Lease, if any, shall commence upon expiration of the
preceding Term of Lease provided that in no event shall the
total number of Terms of Lease pursuant to this Agreement exceed
twenty-four years and eleven months.
6.3 Extension of the Term of Lease after the expiration of the First
Term of Lease or after the expiration of every Additional Term
of Lease is conditional upon the fulfillment of all the
following accumulative conditions:
6.3.1 The Lessee has given the Lessor advance notice in
writing at least nine months before the commencement of
each Additional Term of Lease, of its desire to extend
the Term of Lease.
6.3.2 Upon commencement of the Additional Term of Lease, the
Lessee has fulfilled all its undertakings pursuant to
this Agreement, and has not committed a fundamental
breach or repeated breach of the Agreement.
6.3.3 The Lessee provides the Lessor with all the certificates
and documents required concerning the extension of
validity of all the sureties and insurance policies it
has given the Lessor to the Lessor's complete
satisfaction, before the commencement of the Additional
Lease.
6.4 If all the conditions for the extension of the Lease for the
Additional Term of Lease have not been fulfilled, the Lessor
shall be entitled, by notifying the Lessee, to terminate the
Agreement upon expiration of the preceding Term of Lease, and
the Lessee shall vacate the Premises upon the expiration of the
Term of Lease pursuant to the provisions of the Agreement.
6.5 If the Lessee has given the Lessor notice of extension of the
Lease for an Additional Term of Lease as aforesaid, but the
Lease has not been extended due to the non-fulfillment of one or
more of the above-mentioned conditions or if the Lessee has
changed its mind and revoked its notice expressly or generally
then, without derogating from the fact that this shall
constitute a breach of this Agreement, and the Lessor shall be
entitled to any relief available to it pursuant to this
Agreement and/or by law and/or without derogating from the
Lessor's right to demand that the Lessee vacate the Premises on
the date of expiration of the Term of Lease, the Lessee shall be
obliged to pay Rental Fees also following the expiration of the
Term of Lease, so that in all the Lessee shall pay Rental Fees,
Management Fees and all other expenses which apply to it in
respect of the Premises pursuant to this Agreement, for the
entire period of nine months, which shall be counted commencing
upon the date of revocation of the option due to the
non-fulfillment of any one of the above conditions or from the
date of its revocation by the Lessee as a result of its having
changed its mind, as aforesaid, whichever is the earlier of the
two (hereinafter: "the Additional Payment"). It is clarified
that there is nothing in the aforesaid implying the imposition
on the Lessee double payment of Rental Fees and/or Management
Fees, in respect of the period prior to the expiration of the
Term of Lease.
Notwithstanding the aforesaid, the parties agree, that if the
Lessor rents the Premises to any alternate lessee whatsoever,
who rents the entire Premises or any part thereof, during the
period in respect therefor the Lessee has paid or is to pay the
Additional Payment, then the Lessee shall not be obliged to pay
the same part of the Additional Payment in respect of the period
for which the alternate lessee is to pay Rental Fees, Management
Fees and all other expenses in respect of the Premises, but only
in respect of the difference, insofar as there is a difference,
between the rental fees the alternate Lessee pays and the Rental
Fees and Management Fees which the Lessee had been required to
pay.
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6.6 If the Agreement has been extended for an Additional Term of
Lease and/or for Additional Terms of Lease, all the provisions
of this Agreement, with the changes entailed thereby, shall
apply to the Lease in these periods.
6.7 The Lessee shall not be entitled to terminate the Lease and/or
vacate the Premises before the expiration of the Term of Lease,
and if notwithstanding the aforesaid the Lessee vacates the
Premises prior to the expiration of the Term of Lease the Lessee
shall be obliged to make all the payments levied on it pursuant
to this Agreement, the same until the expiration of the Term of
Lease.
This section shall not apply in the event the Lessee's rights
are transferred as stated in section 22 below and/or in the
event this Agreement is statutorily revoked by one of the
parties. For the avoidance of doubt, it is clarified that
nothing in the aforesaid infringes on any relief and/or right
which the parties possess pursuant to this Agreement and/or
pursuant to law, including the parties' right to damages, to
which they are entitled pursuant to this Agreement and/or by
law.
Nothing in the aforesaid derogates from the Lessor's rights
pursuant to this Agreement and/or by law to instruct the Lessee
to vacate the Premises before the expiration of the Term of
Lease.
7. RENTAL FEES
7.1 The Lessee shall pay the Lessor Rental Fees as specified in the
Special Conditions Appendix in respect of the Lease commencing
from the Date of Delivery of Possession, with the addition of
statutory Value Added Tax. The Rental Fees as stated in Appendix
"A" in dollars shall be paid in new Israeli shekels in
accordance with the latest representative rate of the U.S.
dollar published by the Bank of Israel prior to actual payment.
7.2 The Rental Fees shall be linked to the Index. However, it is
hereby expressly agreed between the parties that in any event
the Rental Fees paid in respect of any quarter whatsoever shall
not be less than the Rental Fees paid in respect of the
preceding quarter.
7.3 The Rental Fees in respect of each quarter shall be paid by the
Lessee to the Lessor in advance, on the first day of each
quarter. In any event where the date of payment is not a working
day (the Sabbath, festivals, etc.), the payment shall be
deferred to the first subsequent working day.
At the time of signature of the Agreement the Lessee shall pay
the Lessor: three months Rental Fees with the addition of
statutory Value Added Tax, and at the time of Delivery of
Possession in each and every section of the Premises, the Lessee
shall pay an additional three months Rental Fees with the
addition of statutory Value Added Tax.
7.4 Payment of the Rental Fees by the Lessee shall be made by way of
debiting the Lessee's bank account or in any other way as the
Lessor may instruct. For the purpose of collecting the Rental
Fees and Linkage Differentials thereon and also any other sum
the Lessee may owe the Lessor, the Lessee undertakes to provide
the Lessor, on the date appointed by the Lessor and in any event
within 30 days of the date of signature of this Agreement or 7
days before the Date of Delivery, whichever is the earlier, with
authorization to debit its account in the bank's usual form.
For the avoidance of doubt it is hereby clarified that receipt
of the authorization and any use thereof made by the Lessor
shall only be deemed payment if all the payments have been made
in full and on the appointed date.
7.5 The Rental Fees in respect of each Additional Term of Lease
shall be updated at the rates and according to the formula
prescribed in the Special Conditions Appendix.
7.6 Subject to the contents of the second paragraph of section 6.7
above and without derogating from the contents thereof, and
subject to the fact that the Lessee's rights have not been
transferred to an alternate lessee in accordance with the
provisions of section 22.3 below, the Lessee undertakes to pay
the Rental Fees, the Management Fees and all the additional
taxes and payments levied on it, throughout the whole Term of
Lease, unconditionally, whether or not it has used the Premises.
For the avoidance of doubt, it is clarified that the Lessee
shall pay the aforesaid payments in respect of the Term of Lease
only and/or in respect of any period wherein the Lessee did not
return possession in the Premises to the Lessor following the
expiration of the Term of Lease, contrary to the provisions of
this Agreement. Nothing in the
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aforesaid shall derogate from the Lessor's right to any relief
it is entitled thereto pursuant to any law and/or this
Agreement.
7.7 The provisions of this section 7.1, 7.3, and 7.6 are principal
and fundamental provisions of this Agreement, and the breach
thereof constitutes a fundamental breach of the Agreement.
7.8 The parties agree that as long as the Lessee has not received
any other notice from Bank Leumi l'Israel Ltd. and from Bank
Hapoalim Ltd., the Lessee undertakes to pay the Rental Fees, as
aforesaid in section 7.4, directly into account no. 199999 at
Bank Hapoalim Ltd., Montifiore Branch, Branch Number 781, in Tel
Aviv.
8. TAXES AND ADDITIONAL PAYMENTS
8.1 Throughout the entire Term of Lease, the Lessee shall pay all
the payments, levies, municipal rates, taxes and compulsory
payments of any kind whatsoever, municipal and/or government
and/or others, including any fee, license and permit fee of any
kind whatsoever and which pertain to the Premises and/or the
operation thereof and/or the maintenance thereof, the same in
addition to all the payments expressly levied on it pursuant to
this Agreement, and all the taxes or levies and/or Betterment
Levy which may be levied on the Premises as a result of
exceptional use of the Premises contrary to the Purpose of the
Lease applicable to the Premises in connection with the use of
the Premises and the operation and maintenance thereof, or in
connection with the Rental Fees to be imposed in the future and
which do not exist at the time of signature of this Agreement,
shall be levied on the Lessee. Notwithstanding the aforesaid,
all the taxes levied by law on property owners and not on
possessors, shall apply to the Lessor, inclusive of various
development levies, the betterment levy which does not apply to
the Lessee in accordance with section 12.6 below, construction
fees in respect of the Specification Works, etc.
Notwithstanding the aforesaid, the parties agree that until the
Date of Delivery of Possession in the Premises, the payments
specified above in respect of the Premises shall be paid by the
Lessor. For the avoidance of doubt, it is clarified that nothing
in the aforesaid imposes any obligation whatsoever on the Lessor
to make any payment related to the operation of the Lessee's
business in the Premises.
For the avoidance of doubt, it is clarified that the Lessee
shall bear the expense of the municipal rates (arnona) in
respect of the entire area of the Premises, without exception.
The area of the Premises for the purposes of municipal rates
shall be determined in accordance with the Municipal Rates Order
of the Tel Aviv Municipality, in respect of the area described
in the sketch in Appendix "B".
The parties agree that in any event the undertaking to pay
municipal rates shall apply to the Lessee and even if the law is
changed in such a manner that payment of municipal rates will be
levied on property owners and not on possessors, this shall not
derogate from the Lessee's obligation to pay the full amount of
municipal rates in respect of the Premises, as aforesaid.
8.2 Without derogating from the generality of the aforesaid, the
Lessee shall be responsible for all the payments in respect of
the supply of water, electricity, telephone, municipal rates,
Business Tax, Signage Tax, or any other expense pertaining to
the use and operation of the Premises, throughout the entire
Term of Lease.
The Lessor has installed a meter to measure the water
consumption in the Premises The Lessee shall pay for the water
consumption in accordance with the meter reading in accordance
with the Lessor's and/or the Management Company's determination.
A meter as aforesaid shall be installed by the Lessor at the
Lessee's expense.
The payment for water, insofar as it is to be made to the
Lessor, will be made by way of an irrevocable power of attorney
to debit the Lessee's account by the Lessor who will submit it
to the bank. The payments to be made by the Lessee in respect of
water consumption in the Premises shall be in accordance with
the tariffs of the Tel Aviv Municipality, as they change from
time to time.
The Lessee declares that it is aware that water consumption in
the Premises does not include the water consumption in the
public areas and that the payments in respect of water
consumption in the public areas shall be added to the Management
Expenses and be collected by the Management Company within the
framework of the Management Fees.
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The Lessee shall be responsible to connect the Premises to the
water meters, insofar as a water meter will be installed in the
Premises, and to the telephone in the Premises, subject to the
contents of Appendix "C" and shall bear the expense of their
installation. The Lessor shall be responsible for bringing the
water and telephone lines to the entrance of the Premises, at
its own expense.
8.3 The Lessee shall pay, throughout the entire Term of Lease, on
the due dates, all the payments it owes for maintenance and
management of the Project as specified in the Management
Agreement. The Lessee shall also pay on the due dates all the
payments it owes for use of the parking lots in accordance with
the provisions of the car parking agreement it is due to sign
and in respect of any other auxiliary payment levied on it
pursuant to this Agreement and its appendices.
8.4 The Lessee undertakes to notify the local authority and other
relevant bodies in writing that it has rented the Premises and
also to specify in the notice as aforesaid the area of the
Premises as it appears in the Special Conditions Appendix. The
Lessee undertakes to see to it that all the Municipality
accounts and/or any other account relating to a payment and/or
tax levied on the Lessee as stated in this Agreement shall be
issued to the Lessee. Upon the expiration of the Term of Lease
and hence, the Lessee shall return those accounts into the name
of the Lessor or into any name it has been instructed to do so.
For the purpose of executing the contents of this sub-section,
the parties undertake to sign any form and/or application
vis-a-vis the bodies mentioned above, insofar as may be
required.
8.5 Valued Added Tax shall be added to each one of the payments
which the Lessee is obliged to pay the Lessor and/or the
Management Company pursuant to the provisions of this Agreement,
when the payment is made, at the rate in force from time to time
by law and/or any tax which may replace it and/or any tax which
by the law imposing it may apply to any payment whatsoever which
the Lessee is obliged to pay pursuant to the provisions of this
Agreement. A statutory tax invoice in respect of the payment of
the V.A.T. shall be sent to the Lessee by the Lessor shortly
prior to making the Rental Fees payment.
8.6 The Lessee undertakes to present the Lessor, from time to time
at the Lessor's request, with all the receipts and/or
certificates testifying that all the payments levied on it
pursuant to this Agreement have indeed been paid by it, the same
within 7 days from receiving the Lessor's request as aforesaid.
8.7 In the event where the Lessor pays, for any reason whatsoever,
any payment whatsoever which pursuant to the provisions of this
Agreement is levied on the Lessee, the Lessee shall be obliged
to repay the Lessor any sum it has paid as aforesaid,
immediately upon its first demand. The Lessor's accounts with
regard to the payment as aforesaid shall constitute prima facie
evidence of their veracity. Nothing in the aforesaid may remove
the Lessee's right to object to the Lessor's demand pursuant to
the provisions of this Agreement, by way of application to an
arbitration procedure. Insofar as it is possible, the Lessor
shall provide the Lessee with written notice 14 days prior to
making payments that apply to the Lessee, as aforesaid.
8.8 The Lessor shall submit to the Lessee certification by the tax
assessor concerning exemption from withholding tax at source and
a certificate in accordance with the Transactions of Public
Bodies (Enforcement of Accounting and Payment of Tax Debts) Law,
5736-1976.
9. WORKS AND ADJUSTMENTS IN THE PREMISES
9.1 In this Agreement:
9.1.1 "THE SPECIFICATION WORKS" - the works which the Lessor
has undertaken to perform at its expense pursuant to the
sketch Appendix "B" and the technical description
Appendix "C" to this Agreement.
9.1.2 "THE LESSOR'S WORKS" - works and adjustments in the
Premises beyond the Specification Works which the Lessor
agrees, at the Lessee's request, to perform for the
Lessee, as specified in Appendix "E".
9.1.3 "THE LESSEE'S WORKS" - various works in the Premises
beyond the Specification Works and the Lessor's Works
which the Lessee wishes to make in the Premises by
itself and/or by means of any person on its behalf,
insofar as works will be performed, as aforesaid, by the
Lessee.
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9.2 No later than the date specified in the Special Conditions
Appendix, the Lessee shall submit technical specifications and
adjusted performance plans signed by the Lessee to the Lessor
for its inspection and approval, for all the works and
adjustments required in the Premises with an itemized inventory
of the Lessor's Works and the Lessee's Works. Without derogating
from the generality of the aforesaid, the plans shall include
plans of the deployment of partitions and the division of the
Premises into rooms, the location of the electricity, telephone,
communications, air conditioning, computers etc. points and
connections, deployment of the lighting elements and any other
item connected to the Lessor's Works and the Lessee's Works.
9.3 The Lessor shall be entitled to approve the afore-mentioned
plans and technical specifications, to request further details
in connection therewith, to make amendments therein or refuse to
approve them provided that refusal to approve the Lessee's
specifications and plans shall be on reasonable grounds only,
related to the Tower's facades, the Tower's structure or to any
other part of the plans and/or specifications that may affect
the external appearance of the Tower or the Tower's systems. It
is clarified that the Lessor shall be entitled to refuse to
perform part or all of the works which the Lessee wishes to
include within the definition of the Lessor's Works. The Lessee
shall be entitled to perform these works as part of the Lessee's
Works. In any event where the Lessee applies for the Lessor's
approval, the Lessor shall provide its reply within 21 days. To
the extent that the Lessee shall use the Lessor's consultants to
plan the systems in the Premises, the Lessor's authorization
will not be required for these plans and the authorization of
the Lessor's consultants will be sufficient. Where the Lessor
has not replied within the aforesaid 21 days, the Lessee shall
notify the Lessor at the expiration of the 21 days that it has
not yet received its reply. If the Lessor does not respond
within an additional 7 days from the date it received the
aforesaid notice from the Lessee, the Lessor shall be seen as
having authorized the Lessee's plans.
If the specifications and plans have not been approved or the
Lessor has demanded amendments, variations or further details in
connection therewith, the Lessee shall provide the Lessor with
new and/or complementary technical specifications and plans
according to the Lessor's reasonable directives and the same
within 14 days from the date it received the Lessor's remarks.
The afore-mentioned plans and technical specifications, after
they have been approved by the Lessor, if approved, and subject
to the amendments made or demanded by it, all as aforesaid,
shall be attached as Appendix "E" to this Lease Agreement and
shall constitute an inseparable part thereof.
It is clarified that the certificates from the Lessor and/or any
person on its behalf, do not impose any liability on the Lessor
in connection with the specifications and plans submitted by the
Lessee as stated above, and the Lessee alone shall be liable for
any defect, inconsistency, and error in the specifications and
plans mentioned above and also for any damage which may be
caused as a result thereof to the Lessee and/or the Lessor.
For the avoidance of doubt, it is clarified that the
specifications and plans that the Lessee prepares shall be in
accordance with the provisions of law and the Lessor is not
entitled to request changes and/or repairs in the specifications
and/or plans which are contrary to the provisions of law.
9.4 The parties shall reach an agreement between themselves as to
the amount of the payment in respect of the Lessor's Works, the
payment terms and the other terms connected to the performance
of the Lessor's Works and the Lessee shall pay the Lessor the
afore-mentioned payment in the manner agreed upon between
themselves with the statutory addition of Value Added Tax. For
the avoidance of doubt, it is hereby clarified that the Lessor's
Works are subject to express consent between the parties and the
fulfillment of all the Lessee's undertakings in connection with
these consents.
9.5 The Lessor shall permit the Lessee to perform the Lessee's
Works, insofar as they shall be performed, in the Premises at
the same time as the Lessor is performing various works in the
Project via its contractors and also the Specification Works and
the Lessor's Works in the Premises.
9.6 The parties agree that performance of the Specifications Works,
the Lessor's Works, and the Lessee's Works and the dates for
their performance, shall be performed in coordination between
the parties. The Lessee shall be entitled to commence
performance of the Lessee's Works in the Premises prior to the
Date of Delivery of Possession in the Premises, the same
commencing from the date of granting the permission notified by
the Lessor to the Lessee as specified in Appendix "A". The
Lessee shall be obliged to perform and complete part of the
Lessee's Works as shall be coordinated between the parties
taking into account the needs of the Lessor, in order to enable
it to perform the Specification Works and the Lessor's Works.
The Lessor shall be entitled to interrupt the grant of
permission to the Lessee every so often, after advance
11
notice has been given, for certain periods in various parts of
the Premises provided that this may be required for the purpose
of performance and completion of the Specification Works and the
Lessor's Works which cannot be performed at the same time as the
Lessee's Works.
Subject to the contents of this Agreement, the Lessor undertakes
to complete all the Specification Works and the Lessor's Works
by the Date of Delivery of Possession in the Premises, in such a
manner as to enable full use of the Premises for the Lessee's
purposes.
9.7 The Lessee's status at the Premises and the Project throughout
the period between the date of granting the permission and the
Date of Delivery shall be the status of licensee on behalf of
the Lessor when the permission is expressly limited to the
performance of the Lessee's Works in the Premises only for the
purpose of preparing and adapting the Premises to its
requirements.
The Lessor shall be entitled to halt or revoke provision of
permission to the Lessee, in accordance with this section, only
in the event of a fundamental breach of this Agreement by the
Lessee, and the same only after having given seven days' warning
in advance and in writing, in the course of which the breach has
not been rectified.
9.8 The Lessee declares that it is aware that performance of the
Specification Works and the Lessor's Works is dependent, inter
alia, on the Lessee sending the plans and specifications and
obtaining approval therefor as aforesaid on time, in particular
in all matters pertaining to the planning and installation of
partitions, air conditioning systems, lighting, electricity,
telephones, and also the other systems in the Premises and the
same insofar as they are included in the Specification Works and
the Lessor's Works, and also the additional works required for
completion of the Premises. Accordingly the Lessor shall not be
liable for any deferral or delay in completion of the Premises
and/or in delivery of possession therein to the Lessee which may
occur as a result of a delay on the part of the Lessee in
sending the plans and specifications it is obliged to send for
the Lessor's approval as aforesaid or a delay in adapting them
to the Lessor's requirements, unless these have been caused by a
negligent act and/or omission of the Lessor, and all within the
time period of the delay caused in delivery of the plans and
specifications and/or their adaptation by the Lessee, as
aforesaid.
Without derogating from the aforesaid, in any event of delay in
the approval of the Lessee's plans as aforesaid, which has not
been caused by a negligent act and/or omission of the Lessor,
the Lessor shall be entitled to progress with the Project
construction works and in those same parts in the Premises
insofar as may be required for the purpose of continuation of
building and completing the Project and the Premises, at its
discretion without any connection to the plans and
specifications which the Lessee must send it as aforesaid,
provided it sends the Lessee written notice of its intention to
do so 14 days in advance. The Lessee shall be liable for any
damage caused as a result of the aforesaid and will bear the
expense of any change or repair required as a result. The Lessor
undertakes not to act in accordance with the aforesaid, unless
the delay in the performance of the works causes the Lessor
substantial damage.
9.9 In all that is connected with performance of the Lessee's works,
insofar as they are performed, the following provisions shall
apply:
9.9.1 The Lessee shall perform the Lessee's Works in such
manner as to cause as minimal disturbance as possible to
the other works to be performed simultaneously in the
Premises and the Project either by the Lessor or by any
person on its behalf or by other lessees.
9.9.2 The Lessee shall be responsible for coordinating the
Lessee's Works with the Lessor and its contractors as
well as with any other party connected to the
performance of the works in the Premises and the
Project. The Lessee undertakes to report to the Lessor's
Representative on a day-to-day basis on the progress of
the Lessee's Works as well as to provide it every so
often with a schedule in connection with the performance
of the Lessee's Works for the approval of the Lessor's
Representative, at its demand. Insofar that it is under
its control, the Lessee undertakes that the Lessee's
Works shall be performed according to the schedules and
it undertakes to report to the Lessor's Representative
beforehand of any anticipated inconsistency with or
significant deviation therefrom.
9.9.3 The Lessor is entitled to supervise the performance of
the Lessee's Works. The Lessee undertakes that during
the course of the period of granting the permission and
performance of the Lessee's Works it and any worker on
its behalf shall obey the Lessor's Representative's
12
reasonable instructions and act according to his
instructions, provided that these instructions conform
to the provisions of this Agreement.
9.9.4 It is hereby clarified that the Lessee's deviation from
the plans and specifications which have been approved by
the Lessor shall constitute a fundamental breach of this
Agreement and in such event the Lessor shall be entitled
to prevent the performance and/or continuation of
performance of the Lessee's Works which exceed the
conditions of the approval and to require that the
Lessee return the Premises to their former state without
this derogating from any other right of the Lessor
pursuant to this Agreement and/or by law.
For the purposes of this section, "deviation from the
plans and specifications" shall be considered only if it
is a substantial deviation from the specifications
and/or plans and/or any deviation whatsoever from the
specifications and plans insofar as the deviation is
related to the Tower's facades, central systems, and/or
structure.
If the Lessee has not returned the Premises to their
former state or has not rectified the deviation, the
Lessor is entitled, but not obliged, to return the
Premises to their former state by itself and to charge
the Lessee all the expenses and damages incurred by the
Lessor as a result thereof and the Lessor shall also be
entitled to realize any surety given to it to ensure the
fulfillment of the Lessee's undertakings pursuant to
this Agreement including any guarantee and/or other
surety it holds.
9.9.5 For the purpose of performance of the Lessor's and
Lessee's Specification Works, the parties undertake to
use solely and exclusively skilled and authorized
professionals, proper equipment and materials as
specified in the specifications and plans approved as
aforesaid by the Lessor. Each party shall be responsible
for the equipment and materials brought by it or by any
person on its behalf for the purpose of performing the
works and the installations it is performing, throughout
the entire time they are situated at the Project.
9.9.6 The Lessee and/or any person on its behalf shall not be
entitled to store or place equipment and materials in
the Project areas outside the Premises, or to use them
for the purpose of performing the works, without express
authorization therefor from the Lessor in advance and in
writing, exclusive of an authorized and defined platform
to be allocated to the Lessee for the purpose of
unloading and loading.
9.9.7 The Lessee and it alone shall be legally liable
vis-a-vis the Lessor vis-a-vis any third party
whatsoever, in respect of any damage which may be caused
to the Premises and/or the Project and/or the other
premises and/or lessees in the Project and/or the Lessor
and/or any third party whatsoever in connection with the
performance of the Lessee's Works, unless the damage
and/or loss and/or forfeiture was caused as a result of
a negligent act and/or omission of the Lessor and/or its
employees and/or any person on its behalf.
9.9.8 The Lessee shall insure its liability as aforesaid and
if the Lessee employs any contractors whatsoever in the
performance of any of the Lessee's Works, the Lessee
undertakes to ascertain that those contractors also
insure their activity with appropriate insurance cover
for the relevant risk amounts and that the amount of the
cover as aforesaid in any event shall not be less than
that stated in the provisions of this Agreement. A
condition for the commencement of the performance of any
works whatsoever in the Premises by the Lessee is that
the Lessee provides the Lessor with a certificate that
insurance has been arranged for the construction works
mentioned in section 25 below.
The Lessee undertakes that it or any person on its
behalf (including contractors and sub-contractors
employed in the performance of the Lessee's Works) shall
take all the reasonable safety and cautionary measures
required for the prevention of loss, injury, or damage
to the person and/or property of any person and/or
corporation whatsoever in connection with the
performance of the Lessee's Works as aforesaid. Without
derogating from the aforesaid, the Lessee undertakes
that it or any person on its behalf shall take
reasonable cautionary measures and comply with the
provisions of any law regulating the performance of the
Lessee's Works and also comply with the provisions of
APPENDIX "G(3)" - Fire Prevention Safety Measures
Procedure.
13
9.9.9 If a building permit or any other license or permit is
required pursuant to any law or custom for the
performance of any works whatsoever within the framework
of the Lessee's Works, the Lessee shall be obliged to
duly obtain it before it commences performance of the
works. The Lessor shall cooperate and sign all the
documents required for the purpose of obtaining the
permits as aforesaid.
9.9.10 The Lessor shall supply the Lessee with water and
electricity, against payment, during the performance of
the Lessee's Works, the same at the Lessee's request and
after prior arrangement with the Project Manager and the
works contractor, with the Lessee paying for the water
and electricity it shall consume as per the cost price
to the Lessor.
9.10 It is hereby agreed that the Lessee's delay in the completion of
the Lessee's Works which has not been caused as a result of the
Lessor's act or omission shall not defer the date for
commencement of the Term of Lease.
9.11 Without derogating from the generality of the aforesaid, the
Lessee shall pay the Rental Fees and bear all the other payments
which it is obliged to bear pursuant to this Agreement and shall
fulfill all its other undertakings as specified in this
Agreement - if Delivery of Possession in the Premises is
deferred owing to delays caused solely by an act and/or omission
of the Lessee.
10. RIGHT OF REVOCATION
The Lessee may revoke this Agreement in the event of a fundamental
breach of this Agreement by the Lessor, which was not rectified after
the Lessee sent written notice of it to the Lessor at least 30 days in
advance, or in the event of a breach that is not fundamental, which was
not rectified by the Lessor after the Lessee sent written notice of it
to the Lessor at least 60 days in advance or a longer period, as
required by the circumstances of the event, as long as under the
circumstances of the event it would not be unjustified to revoke the
Agreement.
11. DELIVERY OF THE PREMISES
11.1 The Lessor shall deliver possession of the Premises to the
Lessee on the date set forth in Appendix "A". The Lessor shall
give the Lessee notice concerning the Date of Delivery of
Possession in the Premises at least 30 days before the Date of
Delivery. The Lessor undertakes that at the Date of Delivery of
Possession, the central systems in the Tower will be operational
(air conditioning, electricity, plumbing, fire detection and
fire fighting), at least half of the elevators installed in the
Tower and which constitute all the elevators are operational and
there will be reasonable avenues of access to the Premises.
11.2 The parties expressly agree that the Lessor shall be entitled to
defer the Date of Delivery of Possession in the Premises, for
not more than 30 (thirty) days, without this being deemed a
breach of this Agreement on its part, provided that if the
deferral exceeds 14 days, the Lessor shall bear the actual
additional expenses that will apply to the Lessee as a result of
the deferral in Delivery of Possession, which came into being
after the first 14 days of delay, and until the Date of Delivery
of Possession in the Premises to the Lessee. The Lessor's
aforesaid right to defer the Date of Delivery of Possession
shall not apply to the 14th floor of the Premises.
Without derogating from the aforesaid, if the Date of Delivery
pursuant to this Agreement is deferred consequent upon the
Lessor's deferral of completion of construction of the Premises
and/or if occupancy is deferred for reasons of force majeure,
including unusual conscription of reserve forces, an exceptional
shortage of construction materials, equipment or workers,
weather factors or other natural phenomena, orders (which have
not been issued due to act or omission of the Lessor and/or any
person on its behalf), regulations or statutes which delay the
construction or extend its period of performance, freezing of
construction as a result of administrative orders, nationwide
strikes or nationwide industrial action, or any other factor
which is not under the Lessor's control. In any such event, the
Date of Delivery shall be deferred for the period of time
entailed by the existence of the afore-mentioned conditions or
any of them, as the case may be and with the addition of the
time period required for organization, which shall not exceed
seven days. The Lessor shall notify the Lessee concerning the
development of circumstances as aforesaid immediately after it
learns of the development of these circumstances, as aforesaid,
which may cause the deferral of the Date of Delivery of
Possession.
If the Date of Delivery of Possession in the Premises has been
deferred pursuant to this section, the date of commencement of
the Term of Lease shall be deferred for an identical period, and
the Lessee shall be
14
entitled to notify the Lessor of its wish to extend the date of
expiration of the Term of Lease for an identical period as
aforesaid.
11.3 The Lessee hereby undertakes to appear at the Premises on the
Date of Delivery of Possession in the Premises and accept
possession in the Premises, subject to the Premises being
completed in accordance with the sketch and the technical
description, insofar as this concerns the Specification and
Lessor's Works and subject to the contents of this Agreement.
11.4 On the Date of Delivery of Possession in the Premises, the
Lessor's Representative shall make a delivery protocol and this
protocol shall serve as prima facie proof that the Lessee has
received the Premises pursuant to the conditions of this
Agreement, subject to the Lessor's undertakings to perform the
finishes and repairs specified in the delivery protocol, if any,
in the Premises, and subject to any hidden defect. If the Lessee
fails to appear at the Date of Delivery of Possession, another
date to make the delivery protocol will be set which shall not
be later than 72 hours after the Date of Delivery of Possession.
Should the Lessee also fail to appear at this time, the Lessee
hereby expressly agrees that the delivery protocol be made in
its absence and all the provisions specified above shall apply
to this protocol.
For the avoidance of doubt, it is clarified that making a
delivery protocol at a later date than the Date of Delivery of
Possession does not change the Date of Delivery of Possession.
11.5 For the avoidance of doubt, it is clarified that the Lessee's
failure to accept the Premises or to appear at the Date of
Delivery or to cooperate with the Lessor in making the protocol
as aforesaid and/or the existence of any defects whatsoever
and/or the necessity of completing works in the Premises by the
Lessor which would not prevent reasonable use of the Premises,
shall not serve to prevent acceptance of possession in the
Premises and, in any event as aforesaid, possession in the
Premises shall be deemed to have been delivered on the due date
and the Lessee shall be obliged to accept possession in the
Premises, unless the Architect has determined that the defects
or necessity for completion of the works as aforesaid prevents
acceptance of possession in the Premises, in order to make use
of it for the Purpose of the Lease. If the Lessee disagrees with
the Architect's decision as aforesaid, then the decision
concerning the dispute will be assigned to an engineer whom the
parties shall appoint and in the absence of agreement regarding
the identity of the engineer, an engineer will be appointed by
the chairman of the Architects and Engineers Association.
11.6 Acceptance of possession in the Premises by the Lessee shall
constitute certification on its part that the Premises have been
delivered to it in full compliance with the provisions of this
Agreement and its absolute satisfaction, subject to that which
is specified in the delivery protocol and the fulfillment of the
Lessor's undertakings pursuant to this Agreement, except for
hidden defects.
11.7 Without derogating from the generality of the aforesaid,
delivery of possession in the Premises to the Lessee is
conditional upon the fulfillment of all the Lessee's
undertakings pursuant to this Agreement, including payment of
the Rental Fees, providing authorization to debit its account,
insofar as is required, providing sureties, providing
certificates that insurance has been arranged etc.
11.8 Subject to that which is stated in section 11.5 above, the
Lessee undertakes to accept possession on the Date of Delivery.
The Lessee certifies that in any event where it does not come to
accept possession on the Date of Delivery, as stated in section
11.4 above, or in the event that possession is not delivered to
the Lessee as a result of the non-fulfillment of one or more of
the Lessee's undertakings, it shall be deemed to have accepted
possession in the Premises on the due date without any
reservations regarding its condition, except for hidden defects,
and the obligation to pay Rental Fees, Management Fees and any
other payment pursuant to this Agreement shall apply to the
Lessee commencing from the date set forth in this Agreement.
11.9 The Lessor shall perform the repairs of the defects contained in
the delivery protocol within a reasonable time period, with the
aim of performing all the repairs, if any, simultaneously.
Defects entailing urgent repairs shall be repaired by the Lessor
in an urgent manner.
If the Lessor has failed to repair the faults which are its
responsibility, as aforesaid, and, pursuant to the Architect's
decision, these faults prevent the Lessee from making use of the
entire Premises or any part thereof wherein repairs are
required, the Lessee shall be exempt from Rental Fees,
Management Fees, and municipal rates in respect of that part
that it can not use. If the Lessee disagrees with the
Architect's decision, as aforesaid, then the decision concerning
the dispute shall be assigned to an engineer to be
15
appointed by the parties and in the absence of agreement
regarding the identity of the engineer, an engineer will be
appointed by the chairman of the Architects and Engineers
Association.
If the Lessor fails to repair the faults which are its
responsibility, as aforesaid, within a reasonable period of time
following the decision of the Architect or the engineer
arbitrator, as the case may be, then the Lessee shall be
entitled, after he has given written notice of this to the
Lessor seven days in advance, to perform the repairs itself and
the Lessor shall repay the expenses the Lessee expended to
perform the repairs against the presentation of receipts.
11.10 The Lessor shall be liable to repair faults in the Premises that
were not caused by an act and/or omission of the Lessee, but
rather ensue from faulty workmanship and/or flawed materials. It
is clarified that the aforesaid applies only in relation to
works performed in the Premises by the Lessor and/or any person
on its behalf and does not apply in relation to works performed
by the Lessee and/or any person on its behalf.
12. PERMITS AND LICENSES
12.1 The Lessee and it alone shall be liable for obtaining the
permits and licenses required by law for running its business in
the Premises and to maintain their validity, the same at its
sole expense and liability.
Insofar as obtaining certification that must be obtained by the
Lessee requires the performance of any actions and/or obtaining
any certification whatsoever which is the responsibility of the
Lessor pursuant to this Agreement, the Lessor shall perform the
required actions in such a manner as to enable the Lessee to
obtain the required certification.
12.2 The Lessee declares that it is conversant and familiar with the
business it intends to run at the Premises and the entire matter
of the licensing and permits required for the purpose of running
the business as aforesaid. The Lessee has examined and is aware
of the requirements of the various authorities including the
local authority, the Civil Guard, the Sanitation Department, the
Ministry of Health, the Ministry of the Environment, etc., and
it has taken the above-mentioned requirements into account when
signing the Agreement and for the purpose of planning the
adaptations in the Premises and specifications of the Lessor's
Works and the Lessee's Works.
12.3 The Lessor undertakes to sign, at the Lessee's request, any
document and/or application which may be required for the
purpose of obtaining the business license and/or other permit
required for the operation of the business by virtue of any law
and subject to the provisions of the law insofar as required
from it as owner of the Premises and on condition that the
signature as aforesaid does not impose any liability of any kind
whatsoever on it.
12.4 Without derogating from the aforesaid, the Lessee undertakes to
run its business and comply with all the requirements under The
Business Licensing Law 5728 - 1968, to obtain any license and
permit required by law for the purpose of running the Lessee's
business at the Premises in accordance with the purpose of the
Lease, and to renew it every year or every other period as
required by law.
12.5 The Lessee shall be liable for civil and/or criminal liability
in any event of commission of offenses and/or breaches of the
law in the Premises, unless the offense and/or breach of the law
in the Premises were committed by the Lessor and/or the
Management Company and/or any person on its behalf. Criminal
liability shall be imposed on the Lessee only insofar as
pursuant to law the Lessee is liable for criminal liability.
However, this will not derogate from any obligation of the
Lessee to indemnify the Lessor and/or the Management Company in
respect of any expenses and/or fine to be imposed on them in
respect of any offense committed in the Premises, exclusive of
offenses as aforesaid that were committed by the Lessor and/or
the Management Company and/or any person on its behalf.
12.6 The Lessee shall bear by itself any payment, levy, Betterment
Levy in respect of exceptional use, fine and/or penalty imposed
in respect of running the business and/or the use of the
Premises by the Lessee and/or its employees and/or agents and/or
customers without a permit or while derogating from the permit,
or contrary to the Urban Building Plan, or contrary to any law,
whether imposed on the Lessor or the Management Company or
imposed on the Lessee.
12.7 None of the contents of this Agreement nor any act or
certificate or consent on behalf of the Lessor shall be deemed
to be the Lessor's authorization for the Lessee to use the
Premises and/or to run businesses therein without a permit
and/or while deviating therefrom and/or contrary to any law.
16
12.8 It is agreed that failure to obtain any license whatsoever
required for the Lessee to run its business in the Premises or
the revocation of the license as aforesaid shall not release the
Lessee from any undertaking whatsoever of its undertakings
pursuant to this Agreement, unless the failure to obtain the
license and/or revocation thereof is caused by negligence of the
Lessor and it is not possible to make use of the Premises for
the Purpose of the Lease due to the failure to obtain a license
as aforesaid. Non-use of the Premises at the time of
commencement of the Term of Lease due to failure to obtain any
license, certificate or permit, by the Lessee, shall not
derogate from the Lessee's undertakings to pay the Lessor the
Rental Fees, Management Fees and any other payment which the
Lessee is obliged to pay pursuant to this Agreement. The Lessee
hereby renounces any contention of frustration, justification,
or any other contention in connection with failure to obtain a
license or certificate or the disqualification or revocation
thereof as aforesaid, unless the failure to obtain the license
is due to a negligent act and/or omission of the Lessor.
12.9 The provisions of sections 12.1, 12.3, 12.4, and 12.8 above
shall be deemed fundamental and principal provisions of this
Agreement and the breach thereof by the Lessee shall constitute
a fundamental breach of the Agreement.
13. MAINTENANCE AND MANAGEMENT OF THE PREMISES AND ITS SYSTEMS
13.1 The Lessee undertakes to preserve the Premises throughout the
entire Term of Lease. Without derogating from the generality of
the aforesaid, the Lessee undertakes as follows:
13.1.1 To use the Premises and its systems with caution, not to
overload its floors beyond what is permitted according
to the specification in the appendices to this
Agreement.
13.1.2 To be punctilious about the cleanliness of the immediate
vicinity of the Premises including the unique Public
Areas of the Lessee and to run its business solely and
exclusively within the confines of the Premises, unless
it has received the prior written authorization of the
Lessor to conduct its business outside of the Premises.
13.1.3 Not to place junk, boxes, objects, chattels, refuse
and/or obstacles outside the Premises, including in the
service corridors, except however in places which will
be allocated, if any, for the purpose by the Lessor
and/or the Management Company according to their sole
discretion, and not to cause any unreasonable nuisance,
noise, smells, or pollution to the visiting public
and/or employees in the Project and/or other occupants
in the Project.
13.1.4 The Lessee undertakes not to interfere with and not to
damage cleanliness and good neighborly relations in the
Project.
The Lessee shall be responsible for the payment of all damages
and all the fines imposed by the authorities, if any, in respect
of a breach of the provisions of this section and/or a breach of
any law. If fines have been imposed on the Lessor in respect of
the acts or omissions of the Lessee as aforesaid, the Lessee
shall indemnify the Lessor with the full amount of the fines as
aforesaid, upon its first demand. Nothing in the aforesaid shall
derogate from the Lessee's right to defend itself against fines,
as aforesaid, imposed by the authorities. The Lessor shall
notify the Lessee regarding the aforesaid fines and will enable
it to conduct a Defense against them.
The Lessor shall act in a reasonable manner to enforce the
aforesaid undertakings on other lessees in the Project as well.
13.2 The Lessee undertakes to use solely and exclusively the fixed
and marked access roads as determined by the Lessor and/or the
Management Company for the purpose of access to the Premises.
The Lessee undertakes to park any vehicle and van solely and
exclusively in the places designated therefor.
13.3 The Lessee undertakes to maintain the Premises and all its
systems in a good state of repair as it received them from the
Lessor, subject to reasonable wear and tear. The Lessee declares
that it is aware that the care of the electricity, plumbing, air
conditioning, and fire detection and extinguishing systems
infrastructure installed by the Lessor in the Premises and all
the leased and/or areas designated for lease in the tower
(hereinafter: "the Systems") shall be performed and maintained
by the Management Company and that all the costs of looking
after the Systems as aforesaid shall constitute part of the
Management Expenses.
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13.4 For the avoidance of doubt, it is clarified that the Management
Company shall be responsible just for the expenses of day-to-day
care and maintenance of the Systems and that only these expenses
shall be included in the Management Company's expenses. Any
treatment of the Systems required as a result of careless use of
the Systems and/or due to damage to the Systems caused due to
the negligent act and/or omission of the Lessee and/or its
employees, visitors, guests and/or any persons on its behalf
shall be performed by the Management Company, but shall be paid
by the Lessee according to an invoice to be submitted to it by
the Management Company, within seven days from the date of
receiving a demand in writing from the Management Company and/or
the Lessor. The Management Company's accounts shall be prima
facie evidence of their veracity.
13.5 Subject to the contents of sections 13.3 and 13.4 above, the
Lessee undertakes to perform in the Premises, at its own expense
and at its own liability, day-to-day repairs and maintenance.
Without derogating from the generality of the aforesaid, any
malfunction or damage which may be caused to the Premises by the
Lessee, its employees, agents, visitors or customers shall be
repaired by the Lessee immediately, at its own expense and after
it has reported any malfunction or substantial damage to the
Lessor and received its approval for the steps it intends to
take.
The parties agree that the Lessee is not obligated to repair
day-to-day wear and tear caused to the Premises, unless the
aforesaid wear and tear may affect the facade of the Premises,
and/or may cause any disturbance whatsoever to the Management
Company and/or the use of the Tower by other lessees.
Maintenance of the Premises and performance of all the repairs
therein shall be carried out by means of certified skilled
professionals and under the close supervision of the Lessor
and/or the Management Company. In the event of a malfunction or
damage whose repair cannot be postponed until a report has been
sent to the Lessor and its approval obtained, the Lessee may
repair whatever requires repair and report to the Lessor
immediately thereafter.
For the avoidance of doubt it is clarified that the provisions
of this sub-section do not relate to systems which shall be
treated and maintained as aforesaid in sections 13.3 and 13.4.
13.6 If the Lessee does not immediately repair any damage or
malfunction applying to it as aforesaid the Lessor shall be
entitled, but not obliged, to repair them and the Lessee shall
bear all the expenses of the repairs which the Lessor performs
and pay them to the Lessor within 7 (seven) days from the date
the invoice issued in connection with the above-mentioned
repairs is sent to it.
13.7 The Lessee undertakes to permit the Lessor and/or the Management
Company and/or any person on their behalf to enter the Premises
at any reasonable time and hour, after prior arrangement, in
order to inspect the Premises and/or in order to perform any
works and repairs of any kind whatsoever in or through them. The
performance of repair works from within the Premises for other
properties shall be made in coordination with the Lessee in a
manner and at a time and in a way that will restrict as much as
possible the disturbance to the Lessee's running his business in
the Premises.
13.8 The Lessee shall manage its business in the Premises while
scrupulously observing the provisions of the Regulations -
Appendix "F" to the Agreement and all the procedures and
instructions prescribed by the Management Company by virtue of
its power pursuant to this Agreement and in this regard without
derogating from the generality of the aforesaid, the Lessee
shall be extremely punctilious in complying with all the
instructions of the Management Company and/or the Lessor in
connection with the transportation, entry and removal of
merchandise and packages to and from the Premises, and in
particular in relation to the hours and modus operandi of these
acts.
13.9 The Lessee declares that it is aware that the Lessor holds
rights vis-a-vis the Municipality and any other body in all
matters pertaining to infrastructures for the supply of water to
the Project and that the rights as aforesaid are the sole
property of the Lessor. The right granted to the Lessee pursuant
to this Agreement is a temporary right of use for the Term of
Lease and subject to any other condition and provision in this
Agreement.
The parties agree that the Lessee shall be responsible for
connecting the Premises to the telephone lines of the
communications services provider to the Premises and the Lessee
shall be the owner of these telephone lines and the
communications exchange in the Premises.
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13.10 Whereas the area of the Premises also includes secure spaces on
each floor (hereinafter: the "Secure Space"), it is hereby
clarified that the right of use of these Secure Spaces is
subject to orders of the Home Front Command and the provisions
of law. Without derogating from the generality of the aforesaid,
the Lessee undertakes to maintain the Secure Space and to use it
in accordance with the provisions of law, the orders of the Home
Front Command, and the instructions of the Management Company
which ensue from the provisions of law.]
In times of emergency, the Lessee undertakes to vacate the
Secure Space immediately and to place it at the public's
disposal. For the avoidance of doubt, it is clarified that the
Lessee will continue to pay, also for the whole period that the
Secure Space is at the public's disposal, all payments
pertaining to the Secure Spaces and determined in this Agreement
and in the Management Agreement.
The Lessee is entitled to lock the Secure Space, at its own
discretion, provided that in this event, he leaves a key with
the Management Company that will allow entry to the Secure
Space solely in emergencies or for the purpose of inspection,
after prior arrangement.
14. SIGNAGE
14.1 The Lessee shall not erect any sign outside of the Premises
including its walls and external windows and/or roofs and/or
within the confines of the Land and its vicinity and/or within
the Premises in such a manner that it is visible from outside
the Premises. The Lessor shall install signage in the Tower
lobby as specified in Appendix "C". For the avoidance of doubt,
it is clarified that the Lessee is entitled to place signage in
the lobby of each floor of the Premises, as it deems proper and
at its own discretion.
14.2 The erection and maintenance of the signage in the Project that
is not within the confines of the Premises areas shall be done
all together by the Lessor and/or via the Management Company.
Day-to-day expenses of caring for signage as aforesaid shall be
part management expenses.
14.3 Without derogating from the aforesaid, the Lessor and/or the
Management Company shall be entitled, at the Lessee's expense,
to remove and destroy any sign and/or poster and/or display
erected or hung in contravention of that which is stated in
section 14.1 above, and the Lessee hereby renounces any claim or
contention in connection with their removal or in connection
with any damage which it may incur consequent thereto.
14.4 The provisions of section 14.1 above are fundamental and
principal provisions of this Agreement and the breach thereof
shall constitute a fundamental breach of the Agreement.
15. ELECTRICITY
15.1 Definitions
In this section: "THE ENGINEER" - a certified electrical
engineer or electrician who shall be
responsible for the electricity network in
the Project on behalf of the Lessor.
"THE ELECTRICITY SERVICES" - the supply of
electricity including operation, maintenance
and insurance of the electrical apparatus
and control systems to be installed in the
Project and the Premises by the Lessor.
15.2 General:
15.2.1 The Lessee declares that it is aware that the Lessor
holds the rights vis-a-vis the Electric Corporation, and
any other body in all matters pertaining to the
infrastructures for the supply of electricity to the
Project and that the rights as aforesaid are the sole
property of the Lessor. The right granted to the Lessee
pursuant to this Agreement is the temporary right of use
for the Term of Lease and subject to any condition and
other provision in this Agreement.
15.2.2 The Lessee shall be responsible for the costs of
connecting the electricity meters subject to the
contents of Appendix "C".
15.3 Supply in Bulk
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The Lessee declares that it is aware that the Lessor has entered
into a contract with the Electric Corporation for the supply of
electricity in bulk (hereinafter: "the Electricity Supply
Contract") in accordance with the Electric Corporation's usual
rules and it undertakes and declares that:
15.3.1 The Lessee shall not be entitled to apply to the
Electric Corporation and/or any other party apart from
the Lessor for a direct and/or separate electricity
supply and neither shall it be entitled to apply to the
Electric Corporation with a request to install a
separate meter for it or to pay the Electric Corporation
directly.
15.3.2 The Lessee hereby renounces any claim and/or contention
of any cause of action whatsoever against the Electric
Corporation in respect of failure to supply electrical
current and/or interruptions in its supply. The Lessee
undertakes to indemnify the Electric Corporation in
respect of any expense and damage it may incur as a
result of a claim in respect of failure to supply
electrical current and/or interruptions in its supply
which may be filed against the Electric Corporation by
any guest and/or licensee on behalf of the Lessee.
15.3.3 Without derogating from the aforesaid, if the Lessee
installs any electronic or electric equipment
whatsoever, the Lessee shall not be entitled to bring
any claim or contention whatsoever against the Electric
Corporation following a failure in the electricity
supply and/or interruptions in its supply as a
consequence of use or installation of said equipment.
15.3.4 The Lessee is not entitled to supply and/or sell
electricity and/or provide any electricity services
whatsoever to any third party whatsoever for or without
consideration directly or indirectly.
The Lessee is aware that the Electric Corporation is entitled to
introduce amendments into the Electricity Supply Contract and it
agrees in advance to any amendment which may be made in the
conditions of this Contract as a result of the demands for
amendments on the part of the Electric Corporation provided that
the Lessee's ability to use the Premises in its entirety for the
Purpose of the Lease shall not be harmed.
15.4 The Electricity Supply
15.4.1 The supply of electricity to the Premises shall be at
the strength prescribed in Appendix "C" of the Agreement
15.4.2 The Lessee is not entitled to make any expansions or
changes and/or additions to the electricity supply
apparatus supplied to the Premises, unless done with the
prior authorization of the Lessor. The Lessor shall be
entitled to immediately disconnect and/or dismantle any
expansion, change, addition, etc., made without the
Lessor's authorization, at the Lessee's expense, the
same without derogating from the Lessee's liability for
any damage which may be caused to the electricity supply
apparatus as a result of work as aforesaid.
15.4.3 If the Lessee is interested in receiving an additional
allocation of electricity to that supplied to the
Premises in accordance with the contents of the
technical description, Appendix "C", the Lessor shall
examine the possibility of increasing the allocation of
electricity to the Premises according to the electricity
capacity of the Project and it shall be entitled to
refuse or agree to the request at its professional
discretion in regard to the technical ability to perform
the said expansion and taking into account the needs of
the Project at the time of the request or in the future.
The Lessee hereby declares that it is aware that the
Lessor is not committed to supply electricity beyond the
quantity specified in the technical description and it
shall xxxx no claims or contentions vis-a-vis the Lessor
if its request is rejected provided that the Lessor
shall not reject the Lessee's request on irrelevant or
unreasonable grounds.
The payment in respect of connecting additional
electricity as aforesaid shall apply to the Lessee and
it shall be paid by the Lessee within 7 days from the
Lessor's demand. The Lessee shall be solely liable for
the installation of any wiring or additional systems
involved in the additional electricity allocation as
aforesaid and they shall be performed at its own expense
and liability only.
15.5 Safety
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15.5.1 The Lessor and/or the Engineer and/or any person on
their behalf shall be entitled to visit the Premises at
any reasonable time, subsequent to advance notice, and
inspect the various types of electrical apparatus,
examine its safety and compatibility with the normal
safety standards.
15.5.2 If the Engineer is of the opinion that any electrical
apparatus whatsoever which has been installed in the
Premises is liable to cause damage to the general
electricity supply system in the Project and/or it
constitutes a safety hazard and risk and/or does not
comply with the normal safety standards and/or the load
it imposes on the electricity supply services system is
liable to cause problems for the system - the Engineer
shall be entitled to demand repair and/or replacement
and/or change in the apparatus, and the Lessee
undertakes to take all the measures required to comply
with the Engineer's demand within 20 days, provided that
if the reason for the Engineer's demand ensues from
faulty workmanship performed by the Lessor and/or a
defective or insufficient electrical apparatus that was
supplied by the Lessor, then the replacement and/or
repair and/or change as aforesaid, shall be performed
urgently by the Lessor and at its expense.
15.5.3 The Lessee shall be liable for any damage which may be
caused to the equipment and/or electrical apparatus in
the Premises and/or the electricity network outside the
Premises as a result of the operation by the Lessee or
any person on its behalf of an electrical apparatus
which is not in good working condition as specified
above, unless the damage is caused due to a negligent
act and/or omission of the Lessor and/or the Management
Company and/or any person on their behalf.
15.6 Maintenance of Electrical Apparatus
15.6.1 The Lessee shall permit access to any authorized
employee on behalf of the Lessor at any reasonable hour
for any electrical apparatus in the Premises, for the
purpose of inspection, checking, installation, repair,
replacement of defective parts, removal, dismantling,
assembly etc. of works which in the Lessor's opinion are
required in the electrical apparatus supplying
electricity services to the Premises. The Lessee shall
arrange to vacate and/or move any apparatus which might
hinder performance of the works as specified above.
15.6.2 For the purpose of performing the works as aforesaid,
the Lessor shall be entitled to temporarily disconnect,
for the time required, the electricity supply to the
Premises, provided that the time during which the
electricity supply to the Premises is disconnected shall
be reasonable, taking into account the type of work in
the Premises. The Lessor shall coordinate as much as
possible the interruptions to the electricity supply
with those aforesaid with the Lessee. Insofar as the
electricity supply is disconnected only in the Premises,
the Lessor shall make an effort to coordinate the times
the electricity supply will be disconnected so that it
will be at times convenient to the Lessee.
15.6.3 The Lessor shall connect the Premises to the Tower's
emergency generator which will supply electricity
services to the Premises in an emergency, as it will be
supplied to the other parts of the Tower.
15.7 Electrical Apparatus
15.7.1 All appliances, parts and other equipment, connected to
the electricity services supply system (hereinafter:
"the Electrical Apparatus"), are the sole property of
the Lessor, whether or not the Lessee has contributed to
the expenses of their purchase and/or installation
and/or connection. It is clarified that the aforesaid
does not apply to electrical equipment that constitutes
movables, inclusive of UPS.
15.7.2 The Lessee shall be forbidden to perform any work of any
kind whatsoever on the Electrical Apparatus which may
impact the electrical system of the Tower and/or the
Project, unless it has obtained approval in writing and
in advance from the Lessor for the performance of works
as aforesaid other than by the Lessor. Urgent electrical
works within the area of the Premises shall be performed
by the Lessee even without the Lessor's authorization,
insofar as it was impossible to obtain the Lessor's
authorization within a reasonable time.
15.8 Limitation of the Lessor's Liability in the Event of Electricity
Failures
21
The Lessor shall be entitled to interrupt or restrict the supply
of electricity services to the Premises and other places in the
Project, in the instances specified below:
15.8.1 In any event of interruption or restriction in the
electricity supply originating from an internal and/or
external malfunction in the central electricity services
supply system in the Project, for example national or
regional electricity failures originating from the
Electric Corporation's network or the Project's internal
electricity system. The Lessor shall make an effort to
prevent interruptions to the electricity supply as
aforesaid, insofar as the matter is under its control.
15.8.2 In any event where there is danger to person or real
danger to property.
15.8.3 In any other event where the Engineer has ordered that
the interruption as aforesaid is necessary.
In any event, where it is possible to notify the Lessee of the
anticipated interruption in the electricity services supply,
notice thereof shall be given by the Lessor in advance, in the
manner prescribed by the Lessor. The Lessor shall not be liable
for and shall not pay for any damage which may be caused to the
Lessee in respect of the electricity failure, in the instances
specified above and/or in any other instance over which the
Lessor has no control.
15.9 Unanticipated Changes
If as a result of any statute, regulation, order or act of a
competent authority, the necessity arises, to make any changes
whatsoever in the electricity services supply system to the
Premises, the Lessor and/or the Lessee shall make the
afore-mentioned changes. Insofar as the required changes are to
electricity apparatus that was installed by the Lessor outside
of the area of the Premises, the Lessor shall perform the
changes at its own expense; insofar as the changes necessary
will be within the area of the Premises, these changes shall be
performed by the Lessee, at its own expense.
15.10 Termination of Electricity Services
Without derogating from the provisions of section 20.9 below, it
is clarified and the parties agree that in the event where the
Lessee has not made the payments for electricity consumption
which he owes the Lessor pursuant to this Agreement, the Lessor
is entitled to disconnect the electricity supply to the
Premises, the same after giving warning in writing fourteen days
before the disconnection. In the event of termination of
electricity as aforesaid, all the costs, damages and losses in
respect of such termination shall be the liability of the Lessee
alone.
15.11 Termination of the Bulk Supply
Notwithstanding all the aforesaid, the Lessor and/or the
Management Company is entitled, after obtaining the prior
approval of the Electric Corporation, to instruct the Lessee to
be connected to the electricity network and the electricity
supply provided on behalf of the Israel Electric Corporation
Ltd., and in such event, the stipulations and rules of the
Electric Corporation, in all matters pertaining to the contract
for and supply of electricity to the Lessee, shall apply. All
the expenses arising from the contract as aforesaid with the
Electric Corporation and connection of the Premises to the
Electric Corporation's electricity network shall apply to the
Lessee alone. For the avoidance of doubt, it is clarified that
the expenses of connecting the Tower to the electricity network
apply to the Lessor and the Lessee shall bear only the expenses
of connecting the Premises to the electricity network, as
aforesaid. Notwithstanding the aforesaid, insofar as the
termination of the bulk supply, during the Term of Lease, is due
solely to a demand by the Lessor and not owing to the constraint
of an administrative authority and/or the Electric Corporation
and/or a judicial authority and/or any government body
whatsoever, all the expenses ensuing from the connection with
the Electric Corporation shall apply to the Lessor. Likewise,
the Lessor is obligated in such an event, and only in such an
event, to take care that the Electric Corporation supplies the
Premises with electricity of the same power as the Lessor
supplied the Lessee.
15.12 Payment in Respect of Electricity Services
15.12.1 The Lessee certifies that it is aware that the charge
for electricity consumption will be performed in
accordance with a reading of a meter, to be installed by
the Lessee at its own expense. The type of meter will be
determined by the Lessor at its discretion. The rate in
respect of the meter
22
reading will be the customary rate at the Electric
Corporation in respect of electricity at the low voltage
load-time rate.
15.12.2 The Lessee certifies that it is aware that the charge
for electricity consumption on the Floor also includes,
in addition to the electricity consumption in the leased
areas on the Floor, the electricity consumption in
respect of the air conditioning system on the Floor.
Electricity consumption in respect of the Public Areas
and the public systems in this regard and without
derogating from the generality of the aforesaid,
elevators, and central air conditioning systems etc.
shall be charged via the Management Company in
accordance with the rate set forth in section 15.12.1.
15.12.3 The Lessee undertakes to pay the Lessor in respect of
the electricity consumption throughout the Term of Lease
the meter reading in accordance with the rate set forth
in section 15.12.1 above, the same by way of giving an
irrevocable authorization for the Lessor to debit the
Lessee's account, which shall be sent to the bank as
specified in section 7 above.
The Lessee declares that it is aware that the payments
in respect of electricity consumption are in addition to
and not instead of other payments pursuant to this
Agreement.
15.13 The Lessee declares that it is aware of an auxiliary station of
the Electric Corporation that exists and operates in the
Project, as well as all the accompanying apparatus and/or
apparatus connected to the auxiliary station, as aforesaid.
15.14 Failure to supply electricity to the Premises, due to a
negligent act and/or omission of the Lessor, for a period
exceeding five consecutive business days, which occurs not under
the circumstances described in sections 15.8 and 15.10 above,
and subject to the contents of section 21 below, shall
constitute a fundamental breach of this Agreement. It is
clarified that insofar as it is a failure in the Project's
internal electrical system, the aforesaid regarding a
fundamental breach shall apply, if the failure ensues from a
negligent act and/or omission of the Lessor.
16. ADDITIONS AND CHANGES IN THE PREMISES
16.1 The Lessee shall not be entitled to make any changes or
additions whatsoever, either internal changes or external
changes, in the Premises, its facilities and systems, which may
constitute a structural change, a change in the Tower facades, a
change in the central systems of the Tower and/or any other
change which could impact on other lessees n the Project,
without obtaining the Lessor's consent in advance and in writing
(hereinafter: "Changes and Additions"). The Lessor shall only
refuse his consent on reasonable grounds. For the avoidance of
doubt, it is clarified that architectonic grounds shall also be
considered reasonable grounds.
For the avoidance of doubt, it is clarified that the Lessee is
not obliged to obtain the Lessor's authorization for Changes and
Additions to movables in the Premises, as long as the aforesaid
change does not affect the Tower's facades.
16.2 Subject to that which is stated in section 16.1 above, without
derogating from the aforesaid, if and when the Lessee makes
and/or performs Changes and Additions in the Premises as
aforesaid, the Lessor shall have the right and option to demand
their removal and return of the Premises to their former
physical state as they were at the Date of Delivery without the
Changes and Additions.
If the Lessor does not demand the removal of the Changes and
Additions, these shall become the property of the Lessor without
any consideration, and the Lessee shall have no claim and/or
demand against the Lessor in respect of the Changes and
Additions and/or in respect of its investment therein.
For the avoidance of doubt, it is clarified that movables shall
remain the property of the Lessee.
16.3 It is agreed that in the event the Lessor permits the Lessee to
perform any Changes and Additions whatsoever in the Premises the
provisions of section 9 of this Agreement in connection with
works and adaptations in the Premises by the Lessee shall apply
thereto, with the necessary changes.
17. MANAGEMENT OF THE TOWER
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17.1 The tower shall be managed by the Lessor or by the Management
Company appointed by the Lessor and which shall engage in the
management and maintenance of the tower. The Lessor shall be
entitled at any time from time to time to transfer the
management from the Management Company appointed by it to
another management company, all at its sole discretion and the
Lessee undertakes to sign the Management Agreement attached
hereto as Appendix "D" to this Agreement, provided that the
Lessee's rights are not infringed pursuant to this Agreement
and/or pursuant to the Management Agreement.
The Lessee's signature of this Agreement constitutes a direct
undertaking vis-a-vis the Management Company, when it is
appointed, insofar as pertaining to matters concerning it, and
also the Lessee's undertaking vis-a-vis the Lessor to fulfill
all its undertakings vis-a-vis the Management Company whether
specified in this Agreement or as may be specified in the
Management Agreement.
17.2 As long as no management company has been appointed as
aforesaid, the Lessor shall act as the Management Company for
the purposes of this Agreement.
17.3 From the date the Lessor has notified the Lessee that the
management services will be supplied to the tower by the
Management Company, the Lessee undertakes to fulfill all its
obligations vis-a-vis the Lessor pursuant to the Management
Agreement vis-a-vis the Management Company and at the Lessor's
demand shall sign the Management Agreement and all its
appendices with the Management Company.
17.4 Without derogating from the contents of the Management
Agreement, the Management Company shall prescribe reasonable
arrangements and procedures concerning the management and
maintenance of the tower and shall prescribed Regulations which
shall apply to the various lessees and users of the tower and
shall supervise their implementation. The Regulations attached
as Appendix "F" to the Agreement shall be valid in this format
as long as the Management Company has not published any changes
therein.
17.5 The Management Company shall supply management and maintenance
services to the tower by itself and/or via sub-contractors as
specified in the Management Agreement.
17.6 The Lessee shall pay Management Fees to the Management Company
as specified in the Management Agreement. On the Date of
Delivery of Possession in the Premises the Lessee shall pay the
Management Company an advance according to the estimate
prescribed by the Management Company, on account of the
Management Fees in respect of the first quarter.
17.7 The Lessee declares that it is aware that the payment of the
Management Fees and the strict fulfillment of the Management
Agreement, the Regulations and the instructions of the
Management Company are an essential basis for the smooth
management of the Project at a high standard and quality, and it
is for the Lessee's benefit and the benefit of all the users of
and visitors to the Project.
17.8 The Lessee declares that it is aware that the Lessor is entitled
to perform any act pursuant to this Agreement via the Management
Company, including collection of the Rental Fees and any other
payment and also to make the Management Company be the Lessor's
Representative in connection with all matters pursuant to this
Agreement.
Any approach, demand or act of the Management Company to the
Lessee in the name of the Lessor shall be deemed to be an
approach, demand or act of the Lessor, and the Lessee undertakes
to act vis-a-vis the Management Company in all matters as
aforesaid as it is obliged to act vis-a-vis the Lessor pursuant
to this Agreement.
17.9 The Lessee declares that it is aware that the aforesaid does not
derogate from any provision in the Management Agreement but is
in addition thereto and any breach of undertaking pursuant to
section 17.6 above shall be deemed a fundamental breach of this
Agreement and the Management Agreement.
17.10 The Lessor undertakes to manage the Project at a high level as
is suitable for a project of the class and standard of this
Project.
18. PARKING LOTS
18.1 The Lessee is aware that there are existing car parking areas
(hereinafter: "the Parking Lots") in the Project.
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18.2 The Lessor shall be entitled, at its absolute discretion, to
decide from time to time to operate the Parking Lots or any part
of them as pay parking lots, either by itself or via others, to
lease them or rent them to sub-contractors for the purpose of
their operation as pay parking lots and/or to prescribe
arrangements for the use, operation, parking, entrance and exit,
and hours of operation in the Parking Lots and to vary all these
from time to time, provided that in every event the Lessee shall
be eligible to make use of the means of entrance to the Parking
Lot, which it receives from the Lessor in accordance with the
contents of the Parking Agreement, provided that its remaining
rights pursuant to the Parking Agreement are not infringed.
18.3 If the Parking Lots are operated as pay parking lots, the Lessor
and/or the Management Company and/or the parking lots operator
(hereinafter: "the Parking Lot Operator") shall be entitled to
prescribed from time to time the amount of the parking fees and
also the procedures for operating the Parking Lots, all subject
to the provisions of the parking agreement.
18.4 The Lessee undertakes to comply with any determination as
aforesaid and all the arrangements and procedures prescribed by
the Parking Lot Operator in this matter and to use the Parking
Lots in such manner as not to harm the other users, to obey the
reasonable instructions of the Parking Lot Operator, to observe
the signage and marking prescribed in the Parking Lots, not to
block passages, to park solely and exclusively in the places and
areas designated for parking and also not to cause any damage to
the Parking Lots and the equipment situated therein. In the
event of blocking passages or parking other than in accordance
with the instructions of the Parking Lot Operator, the Parking
Lot Operator shall be entitled to take all the measures required
in order to remove the disturbance and in this regard to tow the
vehicle away, to move it and to perform any act which it thinks
fit for the purpose of preserving the proper order and operation
of the Parking Lots.
The Parking Lot Operator and/or the Lessor and/or any person on
their behalf shall not be liable for any damage that is caused
to the Lessee's vehicles as a result of the aforesaid
performance, unless these were caused due to the negligence of
the Parking Lot Operator and/or the Lessor and/or any person on
their behalf. The Parking Lot Operator shall make an effort to
notify the Lessee prior to exercising its authority as specified
above, insofar as it is possible to do so.
18.5 The provisions of this section constitute direct undertakings
vis-a-vis the Lessor and/or the Management Company and/or any
other person or body which may operate the Parking Lots from
time to time, as the case may be.
18.6 It is clarified that the Rental Fees and the Management Fees do
not include a payment in respect of the use of the Parking Lots,
and the Lessee declares that the mere fact that it is a lessee
does not grant it or any person on its behalf any right of use
of the Parking Lots, unless granted such right in the agreement
Appendix "I". The Lessee's use of the Parking Lots on a
permanent basis or within the framework of a subscription shall
require a separate agreement to be signed with the Lessor and/or
the Management Company and/or the Parking Lot Operator, in the
format attached as Appendix "I" to this Agreement.
18.7 If Appendix "I" which has been signed with the Lessee prescribes
that the Lessee shall be entitled to park vehicles in a
particular area in the Parking Lots, the Lessee undertakes to
use the Parking Lots solely and exclusively in the area defined
as aforesaid, and according to the rules prescribed by the
Parking Lot Operator subject to the contents of Appendix "I".
18.8 The Lessee is aware that the use of the Parking Lots within the
framework of the Parking Agreement or within any other framework
is the granting of permission to park vehicles only. Parking
vehicles in the Parking Lots is at the sole liability of the
vehicle owner or driver and no obligation to guard the vehicles
or any other liability in connection therewith and/or in
connection with their contents is imposed on the Lessor and/or
the Management Company and/or the Parking Lot Operator.
Notwithstanding the aforesaid, the Lessor and/or the Management
Company and/or the Parking Lot Operator shall be liable for
damages caused as a result of their negligence.
18.9 The Lessor undertakes that the Parking Lots shall operate 24
hours a day, seven days a week, exclusive of Yom Kippur [the Day
of Atonement].
18.10 The Lessor undertakes that as long as the parking lot procedures
remain unchanged, vehicles may remain in the Parking Lots no
more than twenty minutes without payment.
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19. CONTINUATION OF CONSTRUCTION IN THE PROJECT
19.1 The Lessee hereby declares and certifies that it is aware that
the construction of the Project is being performed in stages and
that parts or stages of the Project will not have been completed
on the Date of Delivery of Possession in the Premises and the
Lessor is entitled to perform them and complete them at any time
and at its sole discretion, provided the Lessee's opportunity to
make use of the Premises for the Purpose of the Lease is not
damaged, and reasonable and proper access to the Premises is
maintained.
19.2 The Lessee hereby renounces all claims and contentions vis-a-vis
the Lessor in respect of any noise, nuisance, disturbance,
discomfort etc., which, in consideration of the Purpose of the
Lease, are not unreasonable, and which may be caused to it or
the business it is to manage in the Premises as a result of the
performance of construction works or the construction and
installation of any systems and apparatus whatsoever of any kind
whatsoever in the Project and its vicinity, provided that the
Lessee's opportunity to use the Premises, in consideration of
the Purpose of the Lease, is not damaged.
To the extent possible, the Lessor shall coordinate the
performance of the works to be performed in the Tower following
the Date of Delivery of Possession with the Lessee.
19.3 The Lessor shall be entitled at any time, without the necessity
of any consent whatsoever on the part of the Lessee, to make any
change or addition in the Project, at its sole discretion,
either before commencement of the Term of Lease or thereafter,
including, but not limited to, the addition or reduction of
areas, the addition of floors, areas or wings in the Project,
converting Public Areas into areas for the sole use of various
users provided that these are not areas given over for the sole
use of the Lessee, a change in apertures and passages, various
kinds of building additions and any other change in the building
or plans of the Project, provided that this does not prevent the
Lessee from the capability of making use of the Premises
according to the Purpose of the Lease.
Subject to such that the use of the Premises shall not be
prevented from the Lessee, the Lessee undertakes not to
interfere with and not to object to any change or addition as
aforesaid for any reason whatsoever.
19.4 Without derogating from the aforesaid, the Lessor is entitled to
request from time to time changes in the Urban Building Plan in
all matters pertaining to the plans for the Project and the uses
therein including the addition of construction areas etc., and
the Lessee hereby declares that it undertakes not to object to
any change as aforesaid and not to participate in the filing of
objections with the planning committees, either directly or
indirectly, provided that the rights of the Lessee under this
Agreement shall not be substantially harmed as a result of such
change.
19.5 Should the Lessor be granted the opportunity to act as aforesaid
in this section 19 and below, the Lessor undertakes to act in
such manner as to prevent interference with the Lessee's
day-to-day use of the Premises as much as possible and shall
allow the Lessee to make use of the Premises in accordance with
the Purpose of the Lease. The Lessor shall immediately repair
any damage it causes to the Premises and/or caused by any person
on its behalf due to the performance of the aforesaid works.
19.6 The Lessor is entitled, without the Lessee's consent being
required, to pass through the Premises and install by itself or
via any person on its behalf, insofar as is required, all kinds
of piping, including air conditioning ducts, water pipes, cables
and electrical wires, communications and television cables etc.,
whether or not they serve the Lessee and/or the Premises and/or
the Project, and the Lessee undertakes to allow the Lessor or
any person on the Lessor's behalf to enter the Premises for the
purpose of performing the works as aforesaid and everything
involved therein provided that the works are performed by prior
arrangement and in such manner as to permit the Lessee to make
use of the Premises in accordance with the Purpose of the Lease.
After the works have been completed the Lessor shall return the
Premises to their former state and repair any damage which has
been caused to the Premises during the course of the works. The
Lessor shall act to complete the aforesaid works with the utmost
speed, and in an attempt to limit the disturbance to the Lessee
as much as possible. Insofar as it will be possible to perform
the aforesaid works outside the area of the Premises at the same
cost and/or for less, the aforesaid works shall be performed
outside the area of the Premises.
The Lessor undertakes that the transfer of the infrastructures
shall be made in the places designated for this in the Tower.
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19.7 The Lessee is aware that throughout the duration of construction
of the Project changes are likely in the access road to the
Project and the Premises, including the main access road which
transverses the Project, and also the access roads and entrance
to the Parking Lots, and the Lessor shall be entitled to make
the access changes as aforesaid provided that it does not harm
the Lessee's capability to make use of the Premises for the
Purpose of the Lease and will allow reasonable and proper access
to the Premises.
20. VACATION OF THE PREMISES
20.1 The Lessee undertakes that upon expiration of the Term of Lease
or upon the revocation of this Agreement for any reason
whatsoever (in this Agreement: "Date of Vacation of the
Premises"), it shall vacate the Premises and deliver possession
therein to the Lessor, when the Premises are free of any person
and object and clean and orderly as they were when it received
them from the Lessor or in their state after completion of the
Lessee's Works exclusive of reasonable wear and tear in
consideration of the designation of the Premises. The Premises
shall be returned to the Lessor after being repainted in the
original color and free of any occupation, lease and/or other
right of any third parties whatsoever including any
refurbishment, improvement, addition, change, fixture even if
not installed by the Lessor. Without derogating from the
generality of the contents below, it is clarified that movables
which are not affixed permanently to the Premises shall not be
considered the Lessor's property, but rather the property of the
Lessee.
For the avoidance of doubt, it is clarified that any object
and/or equipment and/or appliances and/or stock which does not
fall within the definition of the Lessor's property pursuant to
this Agreement and which remains in the Premises after the
Lessee has vacated them, shall be deemed the Lessor's property
upon the vacation and the Lessee renounces any contention and/or
demand and/or claim in respect thereof.
Notwithstanding the aforesaid, the parties agree that at the
expiration of the Term of Lease, the Lessee shall be permitted
to dismantle installations that are permanently affixed to the
Premises yet do not constitute part of the central systems of
the Premises (inclusive of air conditioning apparatus which does
not constitute part of the central air conditioning of the
Premises), and were installed in the Premises by the Lessee and
at its expense, provided that the Lessee shall repair any damage
that is caused to the Premises, due to the dismantling of the
installations as aforesaid.
20.2 One month prior to the return of the Premises to the Lessor by
the Lessee on the date which the Lessee is informed by written
notice, the Engineer shall conduct an inspection of the Premises
in the presence of the Lessee's representative. The Engineer
shall make a list of repairs which the Lessee is obliged to
perform pursuant to the provisions of this Agreement, if any,
including repairs of damage and malfunctions connected to the
return of the Premises to their former state in accordance with
the provisions of section 20.1 above. If the Lessee's
representative is absent and not present during the inspection
of the Premises by the Engineer as aforesaid, this shall not
derogate from the validity of the inspection and the findings
contained in the list of repairs and the Lessee's undertaking to
repair them as specified below.
20.3 If the Lessee has not performed the repairs mentioned above
within thirty days from the expiration of the Term of Lease, the
Lessor shall be entitled to repair the Premises at the Lessee's
expense. The period of time reasonably required for performing
the repairs, commencing from the date of expiration of the Term
of Lease as prescribed by the Engineer, shall be deemed to be
the period in which the Lessee has delayed in the vacation of
the Premises. The Lessee shall pay the Lessor, at the Lessor's
first demand, the cost of the repairs according to the
Engineer's determination, and also the Rental Fees in respect of
the repair period as aforesaid, whether or not the repairs were
performed. The Lessor will enable the Lessee to enter the
Premises for the purpose of performing the aforesaid repairs
until thirty days after the expiration of the Term of Lease. For
the avoidance of doubt, it is clarified that during the 30
aforesaid days, the Lessee will not be obligated to pay twice
the appropriate use fees, as stated in section 20.4 below. If
the Lessee disagrees with the Engineer's determination in
connection with the cost of the repairs and/or the required
duration of their performance, as aforesaid, then the decision
concerning the dispute shall be assigned to an engineer to be
appointed by the parties, and in the absence of consensus in
respect of the engineer's identity, the engineer will be
appointed by the chairman of the Architects and Engineers
Association.
20.4 The Lessee undertakes that if it does not vacate the Premises
upon expiration of the Term of Lease as aforesaid it shall pay
the Lessor, in respect of the period between the date prescribed
in this Agreement for vacation of the Premises and the date of
their actual vacation, appropriate use fees in the amount of the
Rental Fees which the Lessee would have paid the Lessor in
respect of the month preceding the date appointed for vacation
of the Premises multiplied by two, or the proportionate part
thereof in respect of a
27
period shorter than one month, the same without any proof of
damage (hereinafter: "the Appropriate Use Fees"). The Lessee
declares that this sum has been fixed as agreed damages between
the parties in advance and after due consideration, as a
cautious and reasonable estimate of the damage which may be
caused to the Lessor as a result of failure to vacate the
Premises on time, the same without derogating from any right
and/or other relief available to the Lessor pursuant to this
Agreement or by law provided that the Lessor is not entitled to
receive double compensation for its damages.
20.5 The Lessee declares and undertakes that if it does not vacate
the Premises on the date as aforesaid, then the Lessor and/or
the Management Company shall be entitled to xxx for and receive
from the Lessee, in addition to the Appropriate Use Fees, all
the payments the Lessee is obliged to pay for the Premises as
per this Agreement, except Rental Fees, regarding which the
Appropriate Use Fees replace, and any payment for damages which
will be caused to the Lessor as a result of the failure to
vacate the Premises on time, on account of the period between
the date of vacation of the Premises pursuant to this Agreement
and the date of their actual vacation, as if the Term of Lease
had continued, until the date of actual vacation. The Lessor
and/or the Management Company shall be entitled to realize the
sureties given to the Lessor and/or the Management Company
pursuant to this Agreement, the same without releasing the
Lessee from the obligation to vacate the Premises on time and/or
derogating from any other relief available to the Lessor and/or
the Management Company pursuant to this Agreement or by law
provided that the Lessor shall not be entitled to receive double
compensation for its damages.
20.6 For the avoidance of doubt, the Lessee declares that the payment
and/or receipt of the Appropriate Use fees and other payments as
aforesaid, does not create a lease relationship between the
parties with regard to the period following the date of vacation
of the Premises.
21. FORCE MAJEURE
21.1 The Lessee declares and undertakes that the Lessor and/or the
Management Company shall not be deemed to have committed a
breach of this Agreement and/or not to have fulfilled any of its
conditions if the reason therefor is force majeure.
Force majeure for the purposes of this Agreement means, without
derogating from the provisions of any law, also fire, explosion
which has not been caused due to Lessor negligence, as well as
natural disaster, strike, lock-out, war, a defense state of
emergency, and widespread conscription of reserves.
21.2 The Lessee agrees that a breach of the Agreement and/or failure
to fulfill any of its conditions due to force majeure shall not
constitute a cause of action for the Lessee to revoke this
Agreement, wholly or partly, and shall not constitute a cause of
action for any claim whatsoever on the part of the Lessee
against the Lessor and/or the Management Company. The parties
agree that if the Lessee is unable to use the Premises due to an
event of force majeure as aforesaid, and in actuality the Lessee
does not make use of the Premises due to this event of force
majeure, then the Lessee shall not be obliged to pay Rental Fees
and/or Management Fees in respect of the Premises in respect of
the period in which it was prevented from making use of the
Premises.
In addition to the aforesaid, the parties agree that if due to
an event of force majeure as aforesaid, the Tower collapses,
then the Lessee shall be entitled to revoke this Agreement
immediately, without either of the parties having any contention
and/or claim vis-a-vis the other.
If, as a result of an event of force majeure as aforesaid, the
Lessee is prevented from using the Premises for a period that
exceeds six months, then the Lessee shall be entitled to revoke
this Agreement without either of the parties having any
contention and/or claim vis-a-vis the other. If the period of
estoppel as aforesaid does not exceed six months, then the
Lessee shall not be entitled to revoke this Agreement, subject
thereto that the Lessor will restore the Premises at its own
expense by means of the insurance funds received due to the
aforesaid event of force majeure.
21.3 The parties agree that insofar as the Lessor receives
compensation from the property tax authorities in respect of
damage caused to the Premises, then the Lessor shall assign to
the Lessee the same portion of the compensation that relates to
the part of the Premises that was constructed by the Lessee
within the framework of the Lessee's Works against the
restoration of the same damage by the Lessee.
22. TRANSFER OF RIGHTS
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22.1 The Lessor and any one of the Lessor's units are entitled to
mortgage and/or charge and/or endorse and/or sell and/or rent
and/or lease and/or transfer all or some of their rights and/or
obligations pursuant to this Agreement, and/or their rights in
the Project and/or in any part thereof, wholly or partly, and
also to join any party or body in the management and/or
ownership of the Project as they see fit, provided that the
Lessee's rights pursuant to this Agreement shall not be
adversely affected, and all in such manner as they think fit, at
their sole and absolute discretion and without the Lessee having
any claims or contentions in connection therewith.
22.2 Unless stated otherwise in this section 22 or its sub-clauses,
the Lessee undertakes not to transfer and/or assign and/or
endorse and/or mortgage and/or charge directly or indirectly its
rights pursuant to this Agreement or any of them in any manner
or form whatsoever to any party whatsoever, and also not to
permit another person to use or occupy the Premises or any part
thereof, as a sub-lessee or in any other way whatsoever,
directly or indirectly, whether nor not the use, permission or
easement are defined, and whether or not for consideration.
Notwithstanding that which is stated above, The Lessee shall be
entitled, without the need to obtain the prior consent of the
Lessor, to join in the occupation and/or operation and/or
management of the Premises and/or to grant occupation and/or
permission to use the Premises or any part thereof, either as
licensee, for or without consideration, or in any other manner
any other entity or company belonging to the Terayon group as
defined below, and this subject to sections 22.4.3-22.4.5 below
with the relevant changes.
In the matter of this section, the Terayon group means
subsidiary companies and/or sister companies of the Lessee
and/or the holding company of the Lessee and/or a company
connected to the Lessee, as these companies are defined in the
Securities Act, 5728-1968.
22.3 Notwithstanding the contents of this Agreement, the parties
agree that the Lessee may transfer its rights pursuant to this
Agreement to an alternate lessee provided the following
conditions are fulfilled:
22.3.1 The Lessor has authorized in advance and in writing the
transfer of the rights as aforesaid. The Lessor shall
only refuse on reasonable grounds.
22.3.2 The alternate lessee shall make use of the Premises in
accordance with the Lease Purpose pursuant to this
Agreement and/or another purpose which the Lessor
authorizes in advance and in writing, provided that this
purpose suits the character of the Project, and it is in
accordance with the provisions of the entire zoning plan
that applies to the land and the building permit issued
for the construction of the Premises. The Lessor shall
only refuse on reasonable grounds.
22.3.3 The Lessor has authorized in advance and in writing the
identity of the alternate lessee. The Lessor shall only
refuse on reasonable grounds.
22.3.4 The alternate lessee and the Lessor sign a lease
agreement with the terms of this Agreement at least and
it provides the Lessor with all the securities required
pursuant to this Agreement. The Lessor is entitled to
make its consent to the transfer of rights to an
alternate lessee conditional on other terms, inclusive
of the addition of reasonable sureties as it deems
proper. The Lessor shall use its right to demand a
change in the terms of the Agreement and/or to add
sureties in good faith and in a reasonable manner and
only if circumstances require it.
22.3.5 Following the signature of the alternate lessee on this
lease agreement, after the alternate lessee has provided
all the required sureties upon the commencement of the
term of lease of the alternate lessee, the Lessee will
be released from all its undertakings pursuant to this
Agreement, subject thereto that it has fulfilled to this
date all its undertakings pursuant to this Agreement.
22.3.6 For the avoidance of doubt, it is clarified that in
every instance of a transfer of rights to an alternate
lessee as aforesaid, the Lessee shall be entitled to
collect from the alternate lessee sums, as it deems
proper, in respect of the Lessee's investments in the
Premises, insofar as there are such. For the avoidance
of doubt, it is clarified that this right is not
available to the Lessee on the expiration of the Term of
Lease or its termination due to a statutory revocation
of the Agreement due to circumstances other than those
specified in section 22.3 above.
29
22.4 Notwithstanding the aforesaid, yet subject to the contents of
the second paragraph of section 22.2 above, the Lessee shall be
entitled to sub-let part of the Premises on fulfillment of the
conditions specified here below:
22.4.1 The Lessor has authorized in advance and in writing the
sub-lease as aforesaid and the identity of the
sub-lessee. The Lessor shall only refuse on reasonable
grounds.
22.4.2 The Lessee shall be entitled to sub-let parts of the
Premises, provided that the entire area of the areas
actually sub-let does not exceed 50% of the area of the
Premises.
22.4.3 The sub-lessee shall make use of the Premises in
accordance with the Purpose of the Lease pursuant to
this Agreement and/or any other purpose that suits the
character and standard of the Project, and that the
Lessor has authorized in advance. The Lessor shall only
refuse on reasonable grounds.
22.4.4 The Lessee shall be liable and a guarantor thereto that
the sub-lessee fulfills all the Lessee's undertakings
pursuant to this Agreement, inclusive of the Appendices,
and any breach of this Agreement by the sub-lessee shall
be considered a breach of the Agreement by the Lessee.
22.4.5 The Lessee shall remain liable for the fulfillment of
all its undertakings pursuant to this Agreement directly
vis-a-vis the Lessor.
22.4.6 The Lessee undertakes that in any event the provisions
of this Agreement shall constitute an inseparable part
of the sub-lease agreement.
22.5 The Lessee undertakes to notify the Lessor of any change of
control in the Lessee.
Control of the company, for the purposes of this Agreement,
means holding at least 51% of the shares and rights in the
company and also the right to appoint at least 51% of the
directors of the company.
22.6 If the Lessee's rights have been transferred contrary to the
aforesaid in sections 22.1, 22.2, 22.3, and/or 22.4, this shall
be deemed a fundamental breach of this Agreement.
23. INAPPLICABILITY OF THE TENANT PROTECTION LAWS
23.1 The Lessee hereby declares that it is aware that the Project is
a new building which was built after 28th August 1968 and that
on this date there was no lessee entitled to occupy the Premises
as a protected tenant and since then, the Premises have not been
leased for key money to any party whatsoever, and that no key
money whatsoever has been paid or received in connection with
the Premises or the lease relationship created pursuant to this
Agreement directly or indirectly. Any repair and/or change or
addition or investment which may be made in the Premises, if
any, by the Lessee or any person on its behalf shall not
constitute and shall not be deemed to be the payment of key
money and accordingly the provisions of the Tenant Protection
Law (Consolidated Version), 5732 - 1972, or any other law which
may replace the above-mentioned law shall not apply to this
Agreement and the lease thereunder.
23.2 Under no circumstances shall the Lessee be deemed to be a
protected tenant and it shall not be entitled to the payment of
key money or other payment when it vacates the Premises and it
shall be obliged to vacate the Premises on the date of
evacuation and return them to the Lessor as specified in section
20.1 above.
23.3 It is agreed and declared that the contents of this section are
a condition precedent and fundamental term for the parties
entering into this Agreement and any contrary contention raised
by the Lessee or any person on its behalf shall constitute a
fundamental breach of the Agreement.
24. LIABILITY AND INDEMNITY
24.1 The Lessor and/or the Management Company and anyone coming
and/or acting on their behalf shall not be liable in any manner
whatsoever for any damage and/or loss and/or injury which may be
caused to the Lessee and/or its business and/or its property, as
a result of a negligent act and/or omission by the Lessor and/or
the Management Company and/or any person on their behalf.
Negligence means also any other wrongdoing in accordance with
the provisions of any law.
30
24.2 For the avoidance of doubt and without derogating from the
aforesaid, it is clarified that the Lessor and/or the Management
Company and anyone coming and/or acting on their behalf shall
not bear any liability whatsoever and/or obligation whatsoever
for personal injuries and/or loss and and/or damage to property
of any kind whatsoever which may be caused to the Lessee and/or
its employees and/or anyone on its behalf, and/or any third
party whatsoever including and without derogating from the
generality of the aforesaid, employees, agents, contractors,
customers, visitors and any other person inside the Premises or
other area occupied by the Lessee unless the damage and/or loss
were caused as a result of a negligent act and/or omission by
the Lessor and/or the Management Company and/or any person on
their behalf. Negligence means also any other wrongdoing in
accordance with the provisions of any law.
24.3 Subject to the aforesaid in sections 24.1 and 24.2 and without
derogating from the generality of the aforesaid in them, the
Lessee alone shall bear liability for any loss and/or damage
which may be caused to the Premises and/or the Project and/or
their contents and/or any person and/or corporation including
its employees and/or the Lessor and/or the Management Company
and/or anyone on their behalf and/or the customer public and/or
visiting public in the Project and/or any other third party,
which may arise from the management of the Lessee's business in
the Premises and/or the occupation and/or use of the Premises,
and/or from any other activity of the Lessee and all those
acting on its behalf unless the damages are caused as a result
of a negligent act and/or omission by the Lessor and/or the
Management Company and/or any person on their behalf. Negligence
means also any other wrongdoing in accordance with the
provisions of any law..
24.4 The Lessee undertakes to compensate and/or indemnify the Lessor
and/or the Management Company in respect of any damages and/or
expense which they are liable to undertake to pay or be
compelled to pay or which they have paid in respect of any
damage connected to the Premises or its maintenance by the
Lessee and the use therein as aforesaid and for which the
responsibility therefor is to borne by the Lessee as per the
provisions of this Agreement, including in respect of any damage
or expense which may be caused to them as a result of a civil or
criminal claim filed against them, and as a result of the
necessity to conduct a Defense against the claim as aforesaid,
insofar as this claim arises from the non-fulfillment or breach
of the Lessee's undertaking or its liability pursuant to this
Agreement. The Lessor will notify the Lessee in advance of a
claim as aforesaid, immediately after receiving it, and shall
give the Lessee an opportunity to conduct a Defense against it.
24.5 The Lessor and/or the Management Company shall be liable for any
damage caused to the Lessee and its employees and/or any person
on its behalf and/or any third party for any negligent act
and/or omission on their parts and/or any person on their
behalf. Negligence means also any other civil tort in accordance
with statutory provisions.
The Lessor and/or the Management Company shall indemnify and/or
compensate the Lessee in respect of any damage the Lessee shall
be compelled to bear inclusive in respect of any claim and/or
damage caused it by a claim filed against it, insofar as the
liability for damage as aforesaid is placed on the Lessor
pursuant to this section 24.5, provided that the Lessee notifies
the Lessor of the said claim immediately upon receiving it, and
gives the Lessor an opportunity to conduct a defense against it.
25. INSURANCE
25.1
25.1.1 Without derogating from the Lessee's liability pursuant
to this Agreement and/or by law, and in particular
without derogating from the aforesaid in section 9 of
this Agreement, before the date of commencement of
performance of the Lessee's Works in the Premises the
Lessee undertakes to arrange and maintain contractor
works insurance in the name of the Lessee, contractors
and sub-contractors, the Lessor and the Management
Company, the same as specified in the certificate of
arranging insurance attached to this Agreement and which
constitutes an inseparable part thereof and which is
marked AS APPENDIX "G(1)" (hereinafter: "Certificate of
Arranging Insurance for the Lessee's Works").
25.1.2 Without the necessity for any demand on the part of the
Lessor, the Lessee undertakes to provide the Lessor, no
later than the date of commencement of performance of
the Lessee's Works in the Premises, with the
"Certificate of Arranging Insurance for the Lessee's
Works", signed by the insurer. The Lessee declares that
it is aware that provision of the "Certificate of
Arranging Insurance for the Lessee's Works" as aforesaid
is a condition precedent for the performance of
31
the works in the Premises, and the Lessor shall be
entitled to prevent the Lessee performing the works in
the Premises if the certificate as aforesaid is not
provided before the date of commencement of the works.
25.1.3 The limitations of the third party insurance arranged by
the Lessee, as aforesaid in section (2) of the
Certificate of Arranging Insurance for the Lessee's
Works (Appendix "G(1)") are the sum of not be less than
$5,000,000 (five million US dollars) and shall not
exceed $1,000,000 (one million US dollars) per incident
and accumulating throughout an insurance period; all the
above-mentioned is subject to the contents of section
25.11 below.
25.2
25.2.1 Without derogating from the Lessee's liability pursuant
to this Agreement and/or by law, the Lessee undertakes
to arrange and maintain, throughout the validity of this
Agreement, the insurance policies specified in the
Certificate of Arranging insurance attached to this
Agreement and constituting an inseparable part thereof
and marked AS APPENDIX "G(2)" (hereinafter: "Certificate
of Arranging the Lessee's Insurance") and/or other
insurance's and/or additional insurance that the Lessor
demands the Lessee maintain during the Term of Lease and
which are customary to arrange in these kind of
engagements, with a duly authorized reputable insurance
company (hereinafter: "the Lessee's Insurance"). It is
clarified that the provisions of section 25.2.6 below
apply to this section. The Lessee shall be entitled to
arrange the insurance mentioned in this section 25 with
a duly authorized reputable insurance company in the
United States, which shall be certified by the Lessor's
insurance consultants.
25.2.2 Without the necessity of any demand on the part of the
Lessor, the Lessee undertakes to provide the Lessor, no
later than the date of opening the Lessee's business in
the Premises or before the date of bringing any property
whatsoever into the Premises (excluding property
included in the works insured pursuant to section 25.1
above) - whichever of the two dates is the earlier -
with a Certificate of Arranging the Lessee's Insurance
as aforesaid and/or another certificate in its stead
which reflects the changes in the insurance
requirements, as detailed in this Agreement below,
signed by the insurer. The Lessee declares that it is
aware that the provision and/or updating of the
Certificate of Arranging the Lessee's Insurance is a
condition precedent for the opening of the Lessee's
business in the Premises and/or bringing any property
whatsoever into the Premises (excluding property
included in the works insured pursuant to section 25.1
above), and the Lessor shall be entitled to prevent the
Lessee opening its business in the Premises and/or
bringing property as aforesaid in the event that the
certificate is not provided before the date mentioned
above.
25.2.3 The limitations of the third party insurance arranged by
the Lessee, as aforesaid in section (2) of the
Certificate of Arranging the Lessee's Insurance policies
(Appendix "G(2)") are the sum of not less than
$5,000,000 (five million US dollars) per incident and
accumulating throughout a yearly insurance period; all
the above-mentioned is subject to the contents of
section 25.11 below. The parties do hereby agree and
declare that the Lessor is entitled to demand of the
Lessee during the Term of Lease, at its discretion, that
it increase the limitation of liability of the policy in
accordance with changes in insurance marketing and/or in
accordance with changes in standards of coverage and
limitations of liability demanded of lessees, and that
are customary in these kinds of engagements.
25.2.4 It is agreed that the Lessee is entitled not to arrange
loss of income insurance, as specified in section (4) of
the Certificate of Arranging the Lessee's Insurance
policies (Appendix "G(2)"), but the contents of section
25.4 below shall apply to any loss of income as
aforesaid as if the insurance in respect thereof had
been arranged.
25.2.5 It is agreed that the Lessee is entitled not to arrange
insurance against broken glass, as required by section
(1) of the Certificate of Arranging the Lessee's
Insurance policies (Appendix "G(2)"), but the contents
of section 25.4 below shall apply to any loss or damage
as a result of broken glass as if insurance in respect
thereof had been arranged.
25.2.6 If in the Lessee's opinion it is necessary to arrange
additional and/or complementary insurance to the
Lessee's Insurance policies as aforesaid, and/or if it
should be customary during the Term of Lease to demand
of lessees the maintenance of additional insurance to
those specified in
32
Xxxxxxxx "X0", and/or the insurance market offers a
policy range and/or terms that are broader than those
specified in Xxxxxxxx "X0", the Lessor shall be entitled
to demand the Lessee maintain additional insurance as
aforesaid, and/or to demand the extension of insurance
policies as aforesaid, and the Lessee undertakes to act
within a reasonable time in accordance with the Lessor's
instructions, and to arrange and maintain the additional
and/or complementary insurance as aforesaid. The
provisions of sections 25.2.1 and 25.2.2 above shall
apply to the insurance policies as aforesaid. Any
additional or complementary insurance to the Lessee's
Insurance policies as aforesaid shall contain a clause
concerning waiver of the right of substitution vis-a-vis
the Lessor and the Management Company, with regard to
the property insurance and/or the name of the insured
shall be expanded to include the Lessor and the
Management Company, with regard to the obligations
insurance, the same subject to a cross-liability clause.
The parties hereby expressly agree that the arrangement of the
insurance specified above, shall not add to the Lessee's
liability beyond the contents of the Lease Agreement and/or the
Management Agreement and/or derogate from the Lessor's liability
pursuant to these Agreements, exclusive of the contents of
section 25.4 below.
25.3 The Lessee undertakes to update the insurance sums in respect of
the insurance arranged under sections (1) and (4) of the
Certificate of Arranging the Lessee's Insurance (Appendix
"G(2)"), from time to time, or as per demand by the Lessor, in
order that they shall always reflect the full value of the
subject of the insurance insured thereunder.
25.4 The Lessee declares that it shall have no contention and/or
demand and/or claim against the Lessor, the Management Company
and also vis-a-vis other tenants and/or lessees in the Project,
where their lease agreements or any other agreement granting
them rights in the Project contains an identical exemption
vis-a-vis the Lessee, in respect of damage in respect of which
it is entitled to an indemnity (or would have been entitled to
an indemnity in respect thereof were it not for the deductible
amount prescribed in the policy) under the insurance arranged
pursuant to section (1) of the Certificate of Arranging
Insurance for the Lessee's Works (Appendix "G(1)") and sections
(1) and (4) of the Certificate of Arranging the Lessee's
Insurance (Appendix "G(2)"), and the Lessee hereby exempts those
specified above from any liability for damage in respect of
which it is entitled to an indemnity as aforesaid. The aforesaid
concerning exemption from liability shall not apply in favor of
a person who has caused damage maliciously.
25.5 For the avoidance of doubt, it is clarified that failure to
provide the insurance certificates on time, as aforesaid in
sections 25.1.2 and 25.2.2, shall not derogate from the Lessee's
undertaking pursuant to this Agreement, including, and without
derogating from the generality of the aforesaid, any payment
obligation applicable to the Lessee. The Lessee undertakes to
fulfill all its undertakings pursuant to the Agreement even if
it is prevented from performing the works and/or receiving
possession in the Premises and/or bringing property into the
Premises and/or opening its business in the Premises, on account
of failure to provide the certificates on time.
25.6 No later than 7 days subsequent to the date of expiration of the
Lessee's Insurance period, the Lessee undertakes to deposit a
Certificate of Arranging Insurance as aforesaid in section
25.5.2 with the Lessor in respect of extension of validity
thereof for an additional year. The Lessee undertakes to
repeatedly deposit the Certificate of Arranging the Insurance on
the appointed dates, every insurance year and for as long as
this Agreement is valid.
25.7 The Lessor is entitled to examine the insurance certificates
provided by the Lessee as aforesaid in sections 25.1.2, 25.2.2
and 25.6 and the Lessee undertakes to make any change or
amendment which may be required in order to adapt them to the
Lessee's undertakings as stated in this section 25. The Lessee
declares that the Lessor's right of control in relation to the
insurance certificates and its right to order an amendment to
the Lessee's Insurance as specified above does not impose any
obligation and any liability whatsoever on the Lessor or anyone
on its behalf in all matters pertaining to the insurance
certificates as aforesaid, the quality, scope and validity of
the Lessee's Insurance, or pertaining to the lack thereof, and
it does not derogate from any obligation whatsoever imposed upon
the Lessee pursuant to this Agreement.
25.8 The Lessee undertakes to comply with the conditions of the
insurance policies it has arranged, to pay the premiums in full
and on time, and to see to and ascertain that the Lessee's
Insurance are renewed from time to time as necessary and that
they are valid throughout the entire Term of Lease.
33
25.9 The Lessee undertakes to comply with the safety procedures
published from time to time by the Lessor and/or the Management
Company and it also undertakes to make its best effort not to do
and/or permit another to do any act or omission in the Premises
and/or in the Project which are liable to cause an explosion
and/or fire and/or which might endanger human life or the
Project.
25.10 The Lessee undertakes that if the Lessor and/or the Management
Company are compelled to pay additional premiums beyond the
norm, as a result of the Lessee's irregular activity, beyond the
ordinary and accepted activity of the Lessee for the Purpose of
the Lease, as specified in the Special Conditions Appendix, the
Lessee shall pay the Lessor and/or the Management Company, as
the case may be, the afore-mentioned addition, immediately upon
their first demand.
25.11 For the avoidance of doubt, it is hereby agreed that
determination of the limit of liability as specified in sections
25.13 and 25.2.3 above is regarded as a minimal requirement
imposed on the Lessee, and the Lessee is obliged to examine the
extent of its liability potential and determine the limits of
liability accordingly. The Lessee declares and certifies that it
shall be prevented from raising any contention and/or demand
vis-a-vis the Lessor and/or the Management Company and/or anyone
on their behalf, in all matters pertaining to the minimal limits
of liability as aforesaid.
25.12 The Lessor undertakes to arrange and maintain, either by itself
or via the Management Company, throughout the validity of this
Agreement, the insurance specified below in this section,
subject to that which is stated to the effect that during the
course of the Term of Lease it shall be reasonable to maintain
these insurance policies with liability limits specified below
(hereinafter: "the Project Insurance") with a reputable duly
authorized insurance company and/or the other insurance's that
will replace them, subject to the considerations that there will
be, if there are such, in the insurance markets during the Term
of Lease for these types of engagements.
25.12.1 The Project building insurance (including glass
breakage) at full reinstatement value, against loss as a
result of the normal risks in extended fire insurance,
including fire, smoke, lightning, explosion,
earthquakes, storm and xxxx, flooding, liquids and burst
pipes damages, damage by vehicles, damage by aircraft,
riots, strikes, malicious damage and any break-in
damage. The insurance as aforesaid shall include a
clause concerning waiver of the right of substitution
vis-a-vis the Lessees and vis-a-vis the partners
(insofar as the Lessee is a partnership) and vis-a-vis
their employees, in respect of damage caused by them,
provided that the aforesaid regarding waiver of the
right of substitution shall not apply in favor of a
person who has caused damage maliciously. It is
expressly agreed that for the purpose of this section
the term "the Project building" shall not include the
contents of the Premises and shall not include any
addition, improvement or extension made in the Premises
by or for the Lessees (other than via the Lessor or the
Management Company).
25.12.2 Third Party Liability insurance with the limit of
liability of no less than the sum of $10,000,000 (ten
million US dollars) for one incident and accumulative
throughout the yearly insurance period, which insures
the Lessor's and the Management Company's obligation.
The insurance shall be expanded to indemnify the Lessee
in respect of damage or injury liable to be caused to
the person and/or property of any person within the
confines of the Project, but outside the area of the
Premises, subject to a clause concerning cross
liability, whereunder the insurance shall be considered
to have been arranged separately for each one of the
units of the insured. It is expressly agreed that this
insurance is residual and constitutes surplus cover over
and above any third party liability insurance which the
Lessee has arranged or undertaken to arrange, and this
insurance shall not be deemed to be joint insurance
together with any insurance which has been arranged by
the Lessee as aforesaid.
25.12.3 Employers Liability Insurance insuring the Management
Company's obligation vis-a-vis its employees in respect
of injury caused during the course of and consequent
upon their employment by the Management Company, with a
limit of liability which is no less than the customary
standard liability limit in Israel on the date of
arranging and/or renewing the insurance.
25.12.4 Loss of Rental Fees and management expenses insurance
due to damage caused to the Project building consequent
upon the risks as aforesaid in section 25.12.1, the same
throughout an indemnity period of not less than 12
months. The insurance as aforesaid shall contain an
express clause concerning waiver of the right of
substitution in favor of the Lessee, its partners
(insofar as
34
the Lessee is a partnership) and its employees, provided
that the aforesaid concerning waiver of the right of
substitution shall not apply in favor of a person who
has caused damage maliciously.
It is hereby expressly agreed that when the insurance
specified above are arranged they shall not add to the
Lessor's and/or the Management Company's liability over
and above the contents of the Lease Agreement and/or the
Management Agreement and/or derogate from the Lessee's
liability pursuant to the aforesaid agreements
(exclusive of the contents of section 25.13 below).
25.13 The Lessor declares, in its name and in the name of the
Management Company, that they shall have no contention and/or
demand and/or claim against the Lessee in respect of damage for
which they are entitled to an indemnity (or for which they would
have been entitled to an indemnity if it were not for the
deductible amount prescribed in the policy) pursuant to the
insurance they arranged as aforesaid in sections 25.12.1 and
25.12.4 and 25.14 below, and they hereby exempt the Lessee from
any liability for damage as aforesaid. The aforesaid concerning
exemption from liability shall not apply in favor of a person
who has caused damage maliciously.
If an insurance incident insured as aforesaid in section 25.12
has been caused under circumstances in respect of which the
Lessee is liable as aforesaid in section 24, the Lessee shall
pay the deductible amount pursuant to the policies as aforesaid,
on condition that the Lessee's contribution in respect of any
incident as aforesaid shall not exceed the sum of $10,000 (ten
thousand US dollars).
25.14 Without derogating from the Lessee's liability pursuant to this
Agreement and/or by law, and without having the Lessor incur any
liability whatsoever vis-a-vis the Lessee, the Lessor declares
that it is arranging an erection insurance policy in connection
with the establishment of the Project (hereinafter: "the
Erection Insurance"). The Erection Insurance comprises the
chapters specified here below:
25.14.1 Chapter 1 - Work Damage - Unexpected loss or physical
damage caused on a works site throughout the period of
performance of the works.
25.14.2 Chapter 2 - Third Parties Liability - Third party
liability in respect of bodily injury or property damage
caused on the site throughout the period of performance
of the works with the limit of liability no less than
the sum of $20,000,000.
25.14.3 Chapter 3 - Employers Liability - Liability toward
employees in respect of bodily injury caused on the site
throughout the period of performance of the works during
and owing to performance of the works with the limit of
liability no less than the sum of $20,000,000.
All the aforesaid is subject to terms, restrictions, insurer's
limits of liability and deductibles included in the Erection
Insurance.
The parties expressly agree that the arrangement of Erection
Insurance by the Lessor does not have the Lessor incur any
liability whatsoever and the Lessee is estopped from bringing
any contention whatsoever vis-a-vis the Lessor in respect of the
maintenance and/or the range of the Erection Insurance. The
Lessor reserves the right to make various changes in the
Erection Insurance, as it deems fit. The Erection Insurance
shall be valid as long as works are being performed for the
establishment of the Project.
The Erection Insurance shall include a clause concerning a
waiver of the right of substitution vis-a-vis the Lessee, its
partners (insofar as the Lessee is a partnership) and its
employees in respect of damage they have caused, provided that
the aforesaid concerning a waiver of the right of substitution
shall not apply in favor of a person who has caused damage
maliciously.
25.15 The failure to prepare all the insurance in accordance with the
provisions of this section constitutes a fundamental breach of
the Agreement.
26. GUARANTEE
26.1 As surety for the fulfillment of all the Lessee's undertakings
pursuant to this Agreement and pursuant to the Management
Agreement, the Lessee undertakes to provide the Lessor, at the
signing of this Agreement, a bank guarantee in the form attached
as Appendix "H" to this Agreement as specified below
(hereinafter: "the Guarantee").
35
26.1.1 The Guarantee shall be an Dollar-linked, unconditional,
endorseable, bank guarantee, made out in favor of the
Lessor, which may be forfeited completely or in
installments at any time, and duly stamped.
26.1.2 The Guarantee shall be in the sum equivalent to the
Rental Fees in respect of three Lease months, with the
addition of V.A.T., as specified in the Special
Conditions Appendix.
26.1.3 The validity of the Guarantee shall be until the
expiration of three months following the expiration of
the Term of Lease. If the Agreement grants the Lessee
the right to extend the Term of Lease for additional
Lease periods and the Lessee has utilized its right to
extend the Lease, the Lessee shall extend the validity
of the Guarantee as aforesaid no later than the date of
commencement of the additional Term of Lease and/or
shall update its amount as entailed by the conditions of
the Lease extension.
26.1.4 All the expenses involved in issuing the Guarantee,
including commissions, Stamp Duty, and so forth, shall
be levied on the Lessee alone.
26.1.5 The Lessor shall be entitled to forfeit the guarantee or
any part thereof at its sole discretion in any event of
a fundamental breach of the Agreement and/or the
Management Agreement by the Lessee and/or in any event
where the Lessee owes any money whatsoever to the Lessor
and/or the Management Company, therefore the Lessee has
an express undertaking in this Agreement to pay and has
not paid it on time, provided that the Lessee has been
notified in writing 10 (ten) days prior to the
forfeiture of the guarantee as aforesaid. The sum of the
guarantee to be forfeited shall not exceed the amount of
the Lessor's damages and/or the Lessee's debts to the
Lessor and/or the Management Company.
26.2 Failure to provide the Guarantee as specified in this section
including making it up in the event that it has been realized
shall be deemed a fundamental breach of this Agreement and shall
grant the Lessor the right to revoke the Agreement and/or defer
the Date of Delivery of Possession in the Premises until the
Guarantee has been provided without this derogating from the
Lessee's obligations pursuant to the Agreement, including its
obligation to pay the Rental Fees, Management Fees and all the
other payments which it is obliged to pay pursuant to this
Agreement, and without derogating from any other relief
available to the Lessor pursuant to this Agreement and/or by
law.
26.3 In any event where the above-mentioned Guarantee or any part
thereof has been realized, before the fulfillment of all of the
Lessee's obligations as stated in section 26.6 below, the Lessee
shall be obliged to make up the Guarantee and provide the Lessor
with a new bank guarantee in the amount of the sum forfeited
within 14 days from the date of realization as aforesaid.
26.4 The Lessee declares and undertakes that it is aware that
providing the Guarantee pursuant to this Agreement and/or the
realization thereof by the Lessor does not constitute a waiver
and/or derogation of any right whatsoever of the Lessor,
including, and without derogating from the generality of the
aforesaid, its right to any other relief granted to it pursuant
to this Agreement or by law provided that the Lessor is not
entitled to double compensation for its damages.
26.5 The Lessor's realization of the Guarantee, as aforesaid, shall
not grant the Lessee any rights whatsoever in the Premises and
it does not constitute a waiver or stipulation of any of the
Lessor's rights or the Lessee's undertakings pursuant to the
provisions of this Agreement and it does not replace any of
them.
26.6 Upon expiration of the Term of Lease and after complete
fulfillment of all the Lessee's undertakings pursuant to the
Agreement, including its undertakings to vacate the Premises,
the payment of the whole amount of the Rental Fees, the payment
of taxes, expenses and any other sum which the Lessee is obliged
to pay pursuant to the provisions of this Agreement, the Lessor
shall return the Guarantee to the Lessee.
27. BREACHES AND RELIEFS
27.1 The provisions of the Contracts (Remedies for Breach of
Contract) Law, 5731 - 1970, shall apply to a breach of this
Agreement, even in instances where this Agreement grants
specific reliefs or remedies for such a breach, the same without
derogating from the provisions of this Agreement or the
provisions of any law.
36
27.2 The Lessee hereby renounces any right to set-off or the
contention of set-off against the Lessor and/or the Management
Company in connection with the sums it owes the Lessor and/or
the Management Company pursuant to this Agreement and the
Management Agreement.
27.3 Without derogating from any other relief and in addition to any
right of the Lessor pursuant to this Agreement and by law, the
Lessor shall be entitled to revoke the Agreement,
notwithstanding any provision concerning the Term of Lease and
the Lessee shall be obliged, in such instance, to vacate the
Premises not later than thirty days from receipt of the Lessor's
notice or on a later date prescribed by the Lessor and return
possession in the Premises to the Lessor as aforesaid in the
provisions of this Agreement, in any one of the following
instances:
27.3.1 The Lessee has committed a fundamental breach of the
Agreement and the breach has not been rectified within
30 days of receipt of the Lessor's written notice
concerning the breach of the Agreement. The aforesaid
notice will not be required insofar as the Lessee has
deferred making the payments that apply to it, and in
relation to the deferral in payments, the contents of
section 27.5.5 below shall apply.
27.3.2 The Lessee has committed a breach of the Agreement or
any one of its provisions which is not a fundamental
breach and has not rectified the breach within 60 days
from the day it received notice in writing from the
Lessor, or an earlier date as entailed by the
circumstances of the matter, provided that the aforesaid
revocation shall not be unjustified in consideration of
the circumstances of the matter.
27.3.3 A petition has been filed in court for the dissolution
of the Lessee, to declare it bankrupt, to appoint a
trustee, receiver, liquidator, temporary liquidator,
pre-liquidator, or receiver for a substantial part of
its assets, a petition for an order pursuant to section
233 of the Companies Ordinance [New Version], or for the
attachment of a substantial part of its assets and an
order has been given pursuant to the petition or the
petition has not been revoked or rejected within 90 days
from the date it was filed in court.
27.4 If the Lessor has revoked the Agreement as aforesaid in section
27.3, in addition to any other provision in connection with
eviction of the Premises and return of possession therein to the
Lessor, the following provisions shall also apply from the day
the revocation becomes effective:
27.4.1 The Lessor shall have a right of lien on the Lessee's
equipment and stock as surety for the payment of any sum
and/or compensation owing or which may be owing to the
Lessor and/or the Management Company in connection with
the Agreement and/or the breach thereof. The Lessor
and/or the Management Company shall be entitled to
forfeit the equipment and stock and/or to be reimbursed
from them by way of sale or by any other method for the
purpose of paying the Lessee's debts if they have not
been paid in full within 30 days from the date they are
demanded. The aforesaid shall not apply in relation to
the Lessee's computer software and/or patents and/or
integrated circuits and/or models in stages of
development.
27.4.2 The Lessor shall be entitled to disconnect the Premises
from the electricity current, the water supply, the
communications network as well as from any other service
or network to which the Premises is connected and/or
which operates in the Premises subsequent to giving
advance notice of 48 hours.
27.4.3 The Lessor shall be entitled to prevent the Lessee or
anyone on its behalf from entering the Premises, and all
parts of the Project, including the Parking Lots and
Public Areas, other than for the purpose of vacating the
Premises and returning them to the Lessor pursuant to
the Agreement.
27.4.4 The Lessee shall pay the Lessor predetermined liquidated
damages, in the amount of the Rental Fees which the
Lessee would have owed the Lessor pursuant to this
Agreement in respect of the month preceding the breach,
multiplied by six, the same without the necessity of
proving damage. The parties declare that they have
determined the above-mentioned compensation after
appraising the amount of the damage liable to be caused
to the Lessor as a result of the breach of the Agreement
by the Lessee and the revocation thereof. The aforesaid
does not derogate from any other right available to the
Lessor by law and/or pursuant to the Agreement,
inclusive of the Lessor's right to xxx the Lessee for
additional damages, insofar as the Lessor's damages
shall
37
exceed the above amount of predetermined liquidated
damages, provided that the Lessor shall not be entitled
to double compensation in respect of its damages.
27.5 In any event where the Lessee pays any sum which it is obliged
to pay pursuant to this Agreement to the Lessor and/or the
Management Company in arrears, this payment shall carry interest
on arrears as specified below:
27.5.1 The Lessee shall pay the Lessor and/or the Management
Company, as the case may be, interest on arrears on the
sum in arrears at the rate customary at Bank Leumi
l'Israel Ltd. for non-approved overdrafts in debitory
current accounts; the interest shall be calculated for
the period from the third day subsequent to the day on
which the Lessee should have paid the sum in arrears
until the date on which it actually pays it.
27.5.2 If the arrears in payment relate to a sum paid by the
Lessor and/or by the Management Company to a third party
instead of the Lessee and which the Lessee should have
paid to that third party, the interest shall be
calculated for the period from the date the Lessor
and/or the Management Company paid the sum in arrears to
the third party until it has been repaid by the Lessee.
If the Lessor and/or the Management Company have paid
interest and/or an arrears penalty to a third party on
account of the Lessee's delay in payment, the interest
and/or the arrears penalty shall be deemed to be part of
the principal of the debt which the Lessee is obliged to
repay the Lessor and/or the Management Company, as the
case may be.
27.5.3 If the Lessee is in arrears in the payment of any sum
whatsoever which it is obliged to pay the Lessor and/or
the Management Company pursuant to this Agreement, any
sum which has been paid by the Lessee shall first be
applied to the interest account, afterwards to the
principal account. If the collection of any sum as
mentioned above involves expenses and/or lawyers' fees
on behalf of the Lessor and/or on behalf of the
Management Company, any sum which has been paid as
aforesaid shall first be applied to the payment of
expenses and/or lawyers' fees account and thereafter
according to the aforesaid order.
27.5.4 The payment of interest pursuant to this section does
not derogate from the Lessor's and/or the Management
Company's right to any other relief prescribed in this
and/or or by law. Receipt of interest as aforesaid shall
not be interpreted as a wavier on the part of the Lessor
and/or the Management Company of any other relief and/or
a derogation of any right whatsoever bestowed upon them
pursuant to the Agreement and/or by law provided that
the Lessor is not entitled to double compensation for
its damages.
27.5.5 Notwithstanding the aforesaid in this Agreement, yet
without derogating from the Lessee's obligation to pay
interest in respect of arrears in making payments, as
aforesaid in section 27.5 and its sub-sections, the
Lessee's payment arrears in any payment whatsoever that
it is obliged to pay the Lessor and/or the Management
Company pursuant to this Agreement, which do not exceed
7 (seven) business days, provided that they do not
cumulatively exceed 21 (twenty-one) business days in
each Lease year, shall not be considered a breach of the
Agreement. However, notwithstanding the aforesaid, the
parties agree that repeated arrears, which exceed 7
(seven) business days, and/or cumulative arrears which
exceed 21 (twenty-one) business days in each Lease year,
in any payment whatsoever which the Lessee is obliged to
pay the Lessor and/or the Management Company pursuant to
this Agreement, shall be deemed a fundamental breach of
this Agreement, granting the Lessor all the reliefs
bestowed upon it pursuant to this Agreement and by law
in connection with a fundamental breach of the
Agreement.
28. JURISDICTION AND ARBITRATION
28.1 Subject to that which is stated in section 28.2 below, it is
hereby agreed by the parties that solely and exclusively the
competent court in Tel Aviv-Yafo, and no other court, shall have
sole jurisdiction in all matters pertaining to this Agreement
and arising therefrom.
28.2 All disagreements and disputes which may arise, if any, between
the parties in all matters pertaining to the provisions of this
Agreement and/or arising therefrom shall be referred solely and
exclusively to the decision of a single arbitrator, as follows:
38
28.2.1 The arbitrator shall be a retired judge appointed by the
parties by mutual consent. In the absence of consent as
to the appointment as aforesaid within seven days from
the date on which one of the parties to the Agreement is
required to submit to arbitration proceedings by the
other party, the arbitrator, who as aforesaid shall be a
retired judge, shall be appointed by the Chairperson of
the Israel Bar Association.
28.2.2 The arbitrator shall fix the first meeting before him
within 7 (seven) days from the date he is appointed and
he shall give his ruling within 60 (sixty) days from the
date of the first meeting he has fixed.
28.2.3 The arbitrator shall be subject to the provisions of
this Agreement, to substantive law, and to the laws of
evidence, and he shall be obliged to give reasons for
his ruling.
28.2.4 The arbitrator shall be authorized to hear a claim for
eviction and issue eviction orders. If the relief of
eviction is claimed, the arbitrator shall hear it first
before any other cause of action or claim and shall give
his decision concerning the eviction within 30 days from
the date of the first meeting he has fixed. For the
avoidance of doubt, it is clarified that all contentions
of the Lessee and/or the Lessor connected to eviction
shall be heard at the same time.
28.3 The provisions of this section shall be deemed an arbitration
agreement between the parties pursuant to the Arbitration Law,
5728 - 1968.
29. GENERAL PROVISIONS
29.1 This Agreement formulates all the agreements, understandings,
stipulations, declarations, and intentions between the parties
and replaces any document and/or draft and/or representation
and/or assurance, verbal or written, express or implied, given
by any of the parties to the other before the signature of this
Agreement for all intents and purposes connected to this
Agreement.
29.2 By its signature of this Agreement which constitutes the
complete and binding agreement between the parties, any contract
and/or memorandum of agreement and/or consent and/or declaration
and/or prospectus and/or assurance and/or advertisement and/or
previous drafts of this Agreement made, if any, by the parties
or their representatives or any person on their behalf shall be
null and void and the parties shall not be committed in respect
of any of these.
29.3 Any conduct, extension, waiver, authorization, receipt of money,
amendment or the making of a new contract shall not indicate any
intention of any party whatsoever, to renounce and/or vary any
of its rights pursuant to this Agreement, and they shall have no
legal validity unless the waiver or variation has been made
expressly, in writing and signed with the signature of the
renouncing or varying party.
29.4 Failure to exercise any right whatsoever of the parties pursuant
to this Agreement shall under no circumstances constitute a
waiver thereof or as a basis for the contention of estoppel or
stay vis-a-vis themselves on the part of the other party.
29.5 The consent on behalf of any one of the parties to a waiver or
deviation of any of the conditions of this Agreement in a
particular instance does not constitute a precedent and it shall
not be applied in any other instance. If any party has failed to
exercise any right granted to it pursuant to this Agreement in a
particular instance, this should not be regarded as a waiver of
that right in that instance and/or in any other similar or
dissimilar instance and no conclusions should be drawn of any
waiver whatsoever of any right whatsoever of that party.
29.6 Any payment levied on the Lessee pursuant to the provisions of
this Agreement shall be paid on the date appointed therefor. If
no date has been appointed for payment thereof in this
Agreement, the payment shall be made on the date appointed
therefor by law (if a statutory provision exists) or within
seven (7) days from the date of the Lessor's first demand.
29.7 The Lessee shall not be entitled to set off the sums or rights
to which it is entitled from the Lessor and/or the Management
Company from the sums it owes the Lessor and/or the Management
Company and the Lessee hereby renounces the right of set-off as
aforesaid notwithstanding the provisions of any law.
39
29.8 The Lessee shall not be entitled to make any payment or
fulfillment of undertakings pursuant to this Agreement and/or
the Management Agreement conditional upon the prior performance
or fulfillment of any undertaking whatsoever of the Lessor
and/or the Management Company.
29.9 No provision and/or condition and/or stipulation contained in
this Agreement and its appendices shall derogate from any other
condition or provision in this Agreement, but shall add to it.
29.10 The Lessee shall not be entitled to register a Notice of Caution
by virtue of its rights pursuant to this Agreement and/or to
register its rights pursuant to this Agreement in the Land
Registry Office. The Lessee shall submit to the Lessor's
attorneys an irrevocable power of attorney, in the form attached
hereto as Appendix "L" to this Agreement, which will enable the
Lessor to erase the Notice of Caution, in the event this
Agreement is statutorily revoked by one of the parties.
If the Lessee should act contrary to the aforesaid provisions
and register a Notice of Caution in respect of this Agreement,
the Lessor shall be entitled to request its attorneys, who have
power of attorney, and the Lessor's attorneys shall be obliged
to erase the Notice of Caution which is registered in favor of
the Lessee, and for this purpose to make use of the
afore-mentioned power of attorney.
29.11 It is hereby agreed between the parties that the provisions of
the Hire and Loan Law 5731 - 1971 shall not apply to this
Agreement, exclusive of the provisions of the law which cannot
be made subject to conditions.
30. STAMP DUTY
Stamp Duty and the stamping of this Agreement, insofar as it is
required, shall be levied on the Lessee alone.
31. NOTICES
31.1 All notices pursuant to this Agreement shall be in writing only.
31.2 The addresses of the parties for the purpose of this Agreement
are as specified at the beginning thereof and any notice sent by
one party to the other according to its above-mentioned address
shall be deemed to have reached its destination within 72 hours
from the date it was sent by registered mail or on the first
working day after it was sent by fax, and if it was delivered
personally, at the time of the actual delivery.
IN WITNESS WHEREOF THE PARTIES HAVE SIGNED IN THE PLACE AND ON THE DATE
FIRST MENTIONED IN THIS AGREEMENT:
------------------------ --------------------
The Lessor The Lessee
AZRIELI CENTER
APPENDIX "A"
SPECIAL TERMS
to the Agreement dated January 23rd, 2000 (hereinafter: the "Main Agreement")
with Terayon Communication System Inc.
The terms, definitions and all of the provisions hereof are intended to add to
and complement the contents of the Main Agreement, but not to derogate
therefrom, and shall be deemed an integral part thereof. Each term not expressly
defined in this Schedule shall have the meaning assigned thereto in the Main
Agreement.
All of the amounts quoted herein in Dollars shall be paid in NIS according to
the representative rate of the U.S. Dollar as last published by the Bank of
Israel prior to the actual remittance of any payment.
SECTIONS IN THE AGREEMENT
SECTION 2.1 the "PROPERTY" or the "PREMISES" - the area marked in the
sketch, Schedule "B", located on the 11th, 12th, 13th, 14th and
24th floors of the round Tower in the Project.
SECTION 2.1 the "BASIC INDEX" - canceled.
SECTION 4 the "PREMISES' AREA" - for the purposes of this Agreement, the
gross area of the Premises shall be 7,600 sq. m.
SECTION 5.1 the "PURPOSE OF THE LEASE" - for the purpose of operating a
hi-tech company, including developing software, and for a
software and/or examining laboratory. It is clarified that the
foregoing shall not apply to production activity, which is
forbidden on the Premises.
SECTION 6 "TERMS OF LEASE"
The "First Term of Lease" - a period of 60 months.
An "Additional Term of Lease" - a period of 60 months.
SECTION 7.1 The "FIRST TERM OF LEASE RENTAL FEES" - an amount of $152,000
(one hundred and fifty-two thousand U.S. Dollars) per month,
with the addition of V.A.T. as provided by law.
SECTION 7.3 The "FIRST PAYMENT UPON THE EXECUTION HEREOF" - upon the
execution hereof, the Lessee shall pay the Lessor the Rental
Fees in respect of three months of lease, with the addition of
V.A.T., and upon the delivery of possession of the section of
the Premises.
SECTION 7.5 The "ADDITIONAL TERMS OF LEASE RENTAL FEES" - whereas the Lessee
has been granted the right to extend the Term of Lease by an
Additional Term of Lease, the Rental Fees and the Parking Fees
in respect of the Additional Term of Lease shall be increased by
5% compared with the Rental Fees and the Parking Fees paid by
the Lessee in respect of the last month of the First Term of
Lease, ended on the eve of the commencement of the Additional
Term of Lease.
SECTION 9.2 The "LAST DATE FOR DELIVERING THE LESSEE'S WORK PLANS" - The
Lessee undertakes to submit to the Lessor the final and approved
plans for coordinating the different sections of the Premises,
no later than the dates set forth hereinbelow:
14th Floor - no later than February 24th, 2000.
11th-12th Floors - no later than March 16th, 2000.
24th Floor - no later than March 23rd, 2000.
13th Floor - no later than July 6th, 2000.
2
SECTION 9.6 The "ESTIMATED DATE FOR GRANT OF APPROVAL" - no later than
thirty days prior to the delivery of possession of each of the
sections of the Premises, as provided for hereinbelow, the
Lessee shall be entitled to inspect the performance rate of the
work carried out by the Lessor, starting on the date such
performance had commenced.
SECTION 11 The "DELIVERY OF POSSESSION DATE" - The possession of the
different sections of the Premises shall be transferred to the
Lessee on the following dates:
14th Floor - on May 24th, 2000.
11th-12th Floors - on June 15th, 2000.
24th Floor - on June 23rd, 2000.
13th Floor - on October 1st, 2000.
SECTION 26 The "BANK GUARANTY" - a bank guaranty for the whole Term of
Lease and for a period of 3 months thereafter - in an amount
equaling, at any time, the Rental Fees in respect of 3 (three)
months, with the addition of VAT, in the amount of $533,520
(five hundred and thirty-three thousand, five hundred and twenty
Dollars). The Bank Guaranty shall be linked to the Dollar.
SPECIAL TERMS
1. Notwithstanding the provisions of the Lease Agreement, it is agreed by the
parties that the Lessee shall not be required to pay Rental Fees to the
Lessor in respect of the 11th to 14th floors, for a three months' period
commencing on the date set forth hereinabove as the Delivery of Possession
Date for each of such floors, and in respect of the 24th floor - for a
four months' period commencing on the Delivery of Possession Date of such
floor. It is clarified that the foregoing shall not derogate from the
Lessee's obligation to fulfill the rest of his undertakings hereunder in
connection with the Premises, including the Lessee's obligations to pay
the Management Fees and the rest of the payments payable by the Lessee in
respect of the Premises.
2. It is agreed by the parties that the Lessee shall not be required to pay
agency fees to Anglo-Saxon real estate agents in respect hereof, and that
any claim by Anglo-Saxon against the Lessee shall be dealt with and
arranged by the Lessor and on its account.
3. The Lessee is hereby granted a right of first refusal for renting the area
of the 15th floor of the round Tower, with an area of 1,520 sq. m., and an
additional area of 760 sq. m. located on the 25th floor of the round
Tower, as described in the sketch attached as Schedule "B1" (hereinafter:
the "Refusal Right Area").
Such right is granted to the Lessee for a period of 18 months commencing
on the date of signing hereof, and the following provisions shall apply
thereto:
3.1 The Lessor shall notify the Lessee in writing of its intention to
lease the Refusal Right Area or any part thereof.
3.2 Insofar as the Lessor's notice was delivered to the Lessee within 12
months of the signing hereof, then the Lessee undertakes to answer
the Lessor in writing no later than thirty days following receipt of
the Lessor's notice, whether or not the Lessee is interested in
exercising the Refusal Right granted thereto and rent the Refusal
Right Area.
3.3 Insofar as the Lessor's notice was delivered to the Lessee
subsequent to 12 months of the signing hereof, then the Lessee
undertakes to answer the Lessor in writing no later than seven
business days following receipt of the Lessor's notice, whether or
not the Lessee is interested in exercising the Refusal Right granted
thereto and rent the Refusal Right Area.
3.3 In the event that the Lessee shall not deliver any notice within the
periods provided for hereinabove, or delivered a notice whereby it
is not interested in renting the Refusal Right Area, then the Lessor
shall be entitled to lease the Refusal Right Area to any third party
at such terms as it shall so see fit.
3.4 It is agreed by the parties that in the event that the Lessee shall
rent the Refusal Right Area or any part thereof, then all of the
provisions hereof shall apply in respect of the Refusal Right Area,
including the technical specifications attached hereto, mutatis
mutandis. The Rental Fees which shall be paid by the Lessee in
respect of the Refusal Right Area shall be in an amount in NIS
equaling $20 (twenty dollars) for each sq. m. of the Refusal Right
Area per month, with the addition of linkage differentials and
V.A.T. as
3
provided by law. To remove any doubt it is clarified that the First
Term of Lease of the Refusal Right Area shall be concurrent to the
Term of Lease of the Premises' Area - it shall commence on the date
possession of the Refusal Right Area is transferred to the Lessee,
and shall end on the date the First Term of Lease of the Premises'
Area ends.
3.3 The Lessee undertakes to deliver to the Lessor the final and
approved plans for coordinating the Refusal Right Area no later than
30 days following the exercise date of the Refusal Right. The Lessor
shall transfer possession of the Refusal Right Area no later than
three months following the date the Lessee's plans were delivered,
all subject to and in accordance with the provisions of the Lease
Agreement.
3.4 It is agreed by the parties that in the event that the Lessee shall
exercise the Refusal Right and shall rent the area of the 15th
floor, then the Lessee shall be exempt from paying the Rental Fees
in respect of the area of such floor for a period of four months
commencing on the date possession of such floor is transferred to
the Lessee.
3.5 Insofar as the Lessee shall exercise the aforesaid Refusal Right,
the Lessee shall be entitled to receive from the Lessor 36 parking
spaces per each additional floor it shall rent pursuant hereto, in
addition to the spaces allotted it under the Parking Agreement, of
which 9 parking spaces shall block other parking spaces. In
addition, the Lessee shall receive 36 means of entry to the parking
lot. The additional parking spaces allotted to the Lessee as
aforesaid shall be adjacent to the parking area defined in the
Parking Agreement. The Lessee shall be required to pay Parking Fees
only in respect of 32 of the additional parking spaces allotted
thereto as aforesaid. All of the provisions of the Parking Agreement
shall apply to the additional parking spaces.
4. The Lessee declares that it is aware of the fact that stairwells in the
Tower shall in time of emergency serve all of the tenants of the Tower,
and the Lessee undertakes to allow such usage. The Lessee declares that it
shall have no claim and/or demand against the Lessor in respect of such
usage.
5. Notwithstanding the foregoing, it is agreed by the parties that the Lessee
shall be entitled to notify the Lessor in writing of its wish to end the
ADDITIONAL Term of Lease (but not the First Term of Lease) regarding a
single continuous area not to exceed 50% of the Premises' Area at the end
of only 36 months of lease, provided that the Lessee shall so notify the
Lessor in writing at least nine months in advance. In the event that the
Lessee shall not so notify the Lessor at least nine months prior to the
end of thirty six months of lease (of the Additional Term of Lease), the
Lessee shall be deemed as if it had notified the Lessor of its wish to
rent the full Premises' Area for the whole of the Additional Term of
Lease. In its notice as aforesaid, the Lessee shall set forth the area it
wishes to return to the Lessor, by way of a sketch which shall be appended
to the Lessee's notice; such area shall be continuous.
In the event that the Lessee shall so notify the Lessor, all of the
provisions hereof regarding vacating the Premises shall apply to such part
of the Premises in respect of which the Term of Lease shall have ended.
The Rental Fees payable by the Lessee to the Lessor shall be decreased
proportionately according to the size of the area returned by the Lessee.
6. Notwithstanding the provisions of the Management Agreement, it is agreed
by the parties that the Management Fees payable by the Lessee to the
Management Company in respect of every sq. m. of the Premises' Area shall
in no event exceed the average of the Management Fees paid by the three
largest Lessees in the Round Tower (excluding the Lessee) in respect of
each sq. m. of the area of their leased property.
7. The Lessor undertakes, that at the Lessee's written demand, it will be
possible to operate the air conditioning system in the Premises 24 hours a
day seven days a week (excluding Yom Kippur). Insofar as the Lessee shall
wish to operate the air conditioning system on Saturdays and holidays,
starting on Friday (or the holiday eve, as the case may be) at 18:00 until
Sunday (or the first workday following the holiday, as the case may be) at
07:00, then the Lessee shall have to pay the Lessor an additional payment
of NIS 60 in respect of each additional operating hour of the air
conditioning system, with the addition of linkage differentials and V.A.T.
as provided by law. Such sum refers to the operating of the air
conditioning system for the whole of the Premises' Area.
8. It is agreed by the parties that the technical specifications shall be
signed by the parties and shall be appended hereto as Appendix "C" no
later than seven days following the signing hereof. The specifications
which shall be appended shall be based on the current condition of the
area leased to the RAD company on the 10th floor of the "Atidim" tower in
Tel Aviv, excluding the very low tension communications work and the
computerization which shall not be performed by the Lessor, but rather by
the Lessee on its own account. In any event of a dispute
4
between the parties regarding such specifications, such dispute shall be
settled by an engineer which shall be appointed by the parties by mutual
consent, and lacking such consent by the Chairman of the Architects and
Engineers Bureau. The ruling of such engineer shall be based on the
existing condition of the 10th floor of the "Atidim" tower, in the area
leased to the RAD company, excluding very low tension communications work
and computerization.
It is clarified that the pipe system for the low tension communications
and the computerization shall be carried out by the Lessor as part of the
specifications' work.
9. It is agreed by the parties that in the event that the Lessee shall be
interested in changes and/or additions to the technical specifications
which shall be appended as Appendix "C", then the following provisions
shall apply:
The Lessor shall submit to the Lessee proposals by several contractors,
who shall be nominated for carrying out such work, and the Lessee shall be
entitled to submit to the Lessor additional proposals by contractors on
its behalf. The choice of the contractor who shall carry out the work
shall be done by the Lessor and the Lessee jointly. The Lessee shall pay
the Lessor the cost of such changes and/or additions, according to the
cost to the Lessor of the work involved in such changes and additions,
with the addition of overhead at the rate of 15% of such cost.
10. It is agreed by the parties that in the event that the Lessee shall elect
not to carry out some of the work included in the specifications to be
appended as Appendix "C", then insofar as such work shall not be beyond
the scope of the work contained in the Lessor's standard specifications,
the Lessee shall be credited for the cost to the Lessor of such articles.
The standard technical specifications is attached hereto as Appendix "C1".
It is clarified that the Lessee shall not be entitled to credit in respect
of work contained in the specifications (Appendix "C") which are beyond
the scope of work contained in the standard specifications (Appendix
"C1").
------------------- ---------------
The Lessor The Lessee
5
AZRIELI CENTER
APPENDIX "C"
TECHNICAL SPECIFICATIONS
SHALL BE APPENDED NO LATER THAN SEVEN DAYS FOLLOWING EXECUTION HEREOF
6
AZRIELI CENTER
APPENDIX "D"
MANAGEMENT AGREEMENT
MADE AND SIGNED IN TEL-AVIV ON THEY 23RD DAY OF JANUARY 0000
XXXXXXX
XXXXXXX CENTER TOWERS (VENTURES AND MANAGEMENT) LTD.
whose address for the purpose of this Agreement is:
Azrieli Center
132 Petah Tikva Road, Tel-Aviv
(hereinafter: "the Management Company")
Of the first part
AND
TERAYON COMMUNICATION SYSTEM INC.
(hereinafter: "the Lessee")
whose address for the purpose of this Agreement is:
c/o Attorney Arieh Hagai
00 XxXxxxxxx Xxxxxx Ramat-Gan
Telephone: 00-0000000, Fax: 00-0000000
Of the second part
WHEREAS The Lessee has entered into an Unprotected Tenancy Agreement
(hereinafter: "the Lease Agreement") with Canit HaShalom
Investments Ltd. (hereinafter: "the Lessor") which grants the
Lessee the right to occupy the premises in the Project known as
the Azrieli Center as defined in the Lease Agreement
(hereinafter: "the Premises");
AND WHEREAS The Lessee and the Lessor have agreed that the management of the
tower in the Project, wherein the Premises are situated, shall be
entrusted to a company established by the Lessor for the purpose
of supplying the services required for the proper maintenance and
smooth management of the Tower;
AND WHEREAS The Lessor has entrusted the management of the Tower as aforesaid
to the Management Company in consideration for the payment of the
Management Fees, as specified below in this Agreement;
AND WHEREAS As part of the undertakings which the Lessee has undertaken in
the Lease Agreement, the Lessee has undertaken to sign a
management agreement with the Management Company, and to act in
accordance with the conditions of the Management Agreement and
pay the Management Fees;
ACCORDINGLY IT IS DECLARED, STIPULATED AND AGREED
BETWEEN THE PARTIES AS FOLLOWS:
1. PREAMBLE
1.1 The preamble to this Agreement constitutes an inseparable part
thereof.
1.2 This Agreement shall constitute an appendix to the Lease
Agreement, and the provisions thereof shall be read in the
accumulative to the provisions of the Lease Agreement. This
Agreement shall be interpreted as much as possible as compatible
and consistent with the Lease Agreement.
7
1.3 The terms in this Agreement shall be interpreted in accordance
with their definition in the Lease Agreement unless otherwise
stated in this Agreement.
1.4 For the avoidance of doubt, it is clarified that notwithstanding
the contents of this section above and notwithstanding that this
Management Agreement constitutes an appendix to the Lease
Agreement, the Lease Agreement and the Management Agreement
shall be viewed as two contracts separate from each other and
accordingly the following provisions shall apply:
1.4.1 The Lessee shall not be entitled to set off sums the
Lessor owes it from sums it owes the Management Company,
and it shall not be entitled to set off sums the
Management Company owes it from sums it owes the Lessor.
1.4.2 The Lessee hereby declares that it is aware of the fact
that a violation of Section 6 hereinbelow shall be
deemed a fundamental breach of the Lease Agreement, and
that the lawful termination hereof by the Management
Company due to the breach hereof by the Lessee shall
entitle the Lessor to the option of terminating the
Lease Agreement.
1.4.3 The Management Company does not guarantee the Lessor's
undertakings and the Lessor does not guarantee the
Management Company's undertakings.
1.4.4 Notwithstanding the foregoing, it is agreed by the
parties that in the event that the Lessee shall lawfully
terminate the Management Agreement due to the breach
thereof by the Management Company, then such termination
shall also constitute a termination of the Lease
Agreement and its Appendices, and in the event that the
Lessee shall lawfully terminate the Lease Agreement due
to the breach thereof by the Lessor, then such
termination shall also constitute a termination of the
Management Agreement.
The termination of the Agreements by the Lessee as
aforesaid shall be done in accordance with the
provisions of section 10 of the Lease Agreement.
1.5 In any place in the Lease Agreement where a right is bestowed
upon the Management Company, the same right shall also be
bestowed upon the Management Company pursuant to this Agreement.
2. DEFINITIONS
"THE MANAGEMENT The Management Company and/or any person, company or
COMPANY" other legal entity apart from itself, as the Lessor may
instruct in writing from time to time including the
Lessor, at the Lessor's discretion;
"THE TOWER" The Tower constructed in the Project or any part
thereof, and which is managed by the Management Company;
"THE APPARATUS" The air conditioning, elevators, escalators, electricity
panels, plumbing, lighting, water, sewage, drainage
apparatus, including other apparatus in the Tower;
"THE PUBLIC AREAS" All the areas within the confines of the Tower,
including all the structures, additions and changes
which may be added thereto from time to time, and also
roofs, external walls, passages, entrances and exits,
service rooms and areas, internal streets, service
corridors, technical areas such as electricity, pumps,
air conditioning rooms, loading and unloading bays,
elevators, escalators, stairs, any other area within the
confines of the Tower and the Project designated to
serve the public using the Tower, including all the
areas outside the Tower and the Project bordering on the
Tower and the Project and which are designated to serve
the occupants of the areas in the Tower and their
customers, including entrances, sidewalks, gardens and
signs, the same exclusive of areas in the Tower and the
Project occupied by occupants and all as may be
prescribed and defined at the Lessor's sole discretion,
and in such manner as to not harm the reasonable use of
the Premises by the Lessee;
"MANAGEMENT" OR The operation, repair and maintenance of the apparatus
"MANAGEMENT OF THE and also the cleaning, gardening, maintenance and
guarding of the Public Areas, as specified in this
8
TOWER" Agreement;
"MANAGEMENT FEES" All the sums which the Lessee is obliged to pay the
Management Company pursuant to the provisions of this
Agreement.
3. DURATION OF THE AGREEMENT
3.1 The duration of this Management Agreement shall be from the date
of commencement of the Lease Period and it shall remain valid as
long as the Lessee has rights in the Premises pursuant to the
Lease Agreement and as long as it has not been terminated.
3.2 In addition to the aforesaid, the Lessee's undertakings in the
Agreement shall apply as long as it occupies the Premises or any
part thereof even if it is not entitled to do so.
4. FUNCTIONS OF THE MANAGEMENT COMPANY
4.1 The Management Company shall supply by itself and/or via
sub-contractors, management and maintenance services for the
Tower including cleaning, lighting, gardening, maintenance,
inspection and repairs of the electricity network, the lighting,
air conditioning, elevators, escalators and other systems and
apparatus in the Public Areas, installation, use and maintenance
of the various apparatus for the use and welfare of all the
tenants and/or visitors to the Tower, signage in the area of the
Tower, the payment of municipal and government taxes levied on
the Public Areas, maintenance of public roads and thoroughfares.
The Management Company may, at its sole discretion, for reasons
of efficiency and savings on the one hand but without derogating
from the high level of maintenance and operations required in
the management of the Tower, resolve that the Tower or any part
thereof shall be managed separately from the part of the Tower
wherein the Premises are situated and/or resolve that additional
towers constructed in the Project, or any part thereof, shall be
managed together with the Tower or any part thereof, via the
Management Company. In this case, any part which is managed
separately, as aforesaid, shall not be included within the
definition of the Tower in Section 2 above, and any part whose
management is added as aforesaid shall be included within the
definition of the Tower. To prevent any doubt, it is clarified
that such change, if carried out, shall not be carried out
solely for the reason that the areas added to the management of
the Tower are, in whole or in part, empty areas, the addition of
which to the Tower shall increase the Management Fees which the
Lessee shall be obligated to pay. To prevent any doubt, it is
clarified that in any event the mall shall not be included
within the scope of the Management Company's management.
4.2 Without derogating from the generality of the aforesaid in
Section 4.1, the Management Company shall be authorized, within
the framework of the Management of the Tower, to supply services
and care for various matters, as specified below:
4.2.1 From time to time and for the purpose of the smooth
operation of the Tower, to determine, within the
framework of the Regulations, procedures and/or
instructions in all matters pertaining to the Management
of the Tower, the scope of the provision of the various
services in the Tower, the maintenance and use thereof,
with regard to all the units and/or any part thereof,
and/or the properties and/or public areas, all at its
discretion, including in any matter pertaining to the
entrance and exit arrangements, direction, access,
pedestrian passage, lighting operation hours and
intensity of the lighting, regulating the use of the
parking lot, operation of the air conditioning systems,
operation of the loudspeaker and music systems, signage,
posting notices, etc.
The Management Company shall notify the Lessee and
publish from time to time its resolutions and
determinations as aforesaid within the framework of the
Regulations, and from the date it has notified thereof,
its instructions shall bind the Lessee for all intents
and purposes. Nothing in such instructions of the
Management Company shall derogate from the Lessee's
rights hereunder and/or under the Management Agreement
and/or limit its use of the Premises for the Purpose of
the Lease.
4.2.2 To employ a variety of technical, professional,
administrative and other workers for the fulfillment of
its undertakings pursuant to this Agreement and/or to
sign agreements to
9
receive services as aforesaid, wholly or partly via
contractors, sub-contractors or in any other way
prescribed by the Management Company, including the
employment of part-time or full-time workers, according
to a special contract or on conditions as it thinks fit
and also to employ as aforesaid consultants,
accountants, lawyers and other professionals as shall be
necessary for the purpose of fulfillment of its
functions pursuant to this Agreement.
4.2.3 Cleaning, refuse collection, garbage disposal, etc. in
the Public Areas such as entrances, stairwells,
elevators, the washrooms on the floors and service
corridors.
4.2.4 The supply of inspection and maintenance, water and
electricity services for the apparatus including for the
lighting, sewage, elevators, escalators, and air
conditioning, inspection and repairs of the
above-mentioned systems and the Public Areas.
4.2.5 General repairs as necessary and repairs of damage
caused for any reason whatsoever including weather
damage and day-to-day wear and tear.
4.2.6 Guarding and security services.
4.2.7 The operation of the generator and emergency lighting.
4.2.8 The installation and maintenance of fire extinguishing
equipment.
4.2.9 The installation, maintenance, and operation of the
paging equipment in the Tower.
4.2.10 Installation of the signage and direction in the Tower.
4.2.11 Gardening of the designated parts of the Public Areas.
4.2.12 The payment of taxes, payments and levies imposed on the
Public Areas, including but without derogating from the
generality of the aforesaid, general arnona, business
taxes and sign taxes insofar as they do not relate
directly to the tenants by the Municipality.
4.2.13 The Management Company shall care for and maintain the
air conditioning, electricity, plumbing and fire
extinguishing systems installed both in the Public Areas
and the premises' areas and/or areas designated for
lease in the Tower (hereinafter: "the Systems"). For the
avoidance of doubt, it is clarified that all the
Management Company's expenses in connection with the
day-to-day treatments and maintenance of the Systems
shall be included in the Management Fees.
4.2.14 To prevent any doubt it is clarified that, excluding the
cleaning of the floor bathroom facilities located in the
Tower's core within the Premises' Area, the Management
Company's duties do not include internal cleaning of the
office areas, and the Management Fees paid by the Lessee
do not include payment for such internal cleaning.
4.2.15 It is agreed that the repairs in the definition of the
Management Company's duties include, without limitation,
renewal and/or improvement and/or replacement and/or
addition of the systems located in the Tower and/or the
Project which serve the Tower and/or the Project, e.g.,
air conditioning, elevators, sprinklers, etc.
(hereinafter: the "Systems"), including repairing same,
to the extent needed in the Management Company's opinion
for maintaining same in proper order, and the Management
Company shall be entitled, if it shall so elect, to
finance same, in whole or in part, with the help of an
equipment renewal and/or replacement fund, the monies
for which shall be currently collected by the Lessee in
accordance with the provisions of section 6.4
hereinbelow, as part of the maintenance and management
costs (hereinafter: the "Renewal Fund"). Such monies
shall be invested by the Management Company in low-risk
investments, and shall not be refunded to the Lessee.
Such monies shall be invested by the Management Company
in one of the banks and/or with the Lessor, at the
Lessor's sole discretion.
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The Lessee declares that it is aware of the fact that
the ownership of the Renewal Fund is solely the Lessor's
and the Lessee shall have no claim in connection with
monies deposited in the Fund and with the use to which
such monies were put, so long as such use complies with
the provisions hereof.
The Lessee declares that it is aware of the fact that
all monies paid by the Lessee to the Renewal Fund shall
not be refunded to it at any stage, whether or not the
Lessor shall have made use of the Renewal Fund monies.
4.2.16 Cleaning and extermination services for the public
areas.
4.2.17 Cleaning and repairing the screen walls and the roof.
4.2.18 The Management Company shall draw the insurance policies
detailed in section 25.12 of the Lease Agreement. It is
hereby expressly agreed that drawing such insurance
policies shall not increase the Management Company's
responsibility beyond the provisions hereof and/or of
the Lease Agreement and/or derogate from the Lessee's
obligations thereunder.
4.3 The services shall be provided by the Management Company
frequently and at a high level, as befits the Project and its
quality. In all matters pertaining to the Management Company's
activity and duties, the Management Company shall act with
maximum efficiency for the benefit of all of the tenants of the
Tower, and in such a manner so as not to disrupt the current
activity of the Lessee.
The Management Company shall repair as early as possible any
deficiency and/or malfunction which is under its responsibility
hereunder. Urgent repairs which are under the Management
Company's responsibility shall be undertaken forthwith. In the
event of a malfunction or damage, the repair of which cannot be
postponed until a report is submitted to the Management Company
and its consent obtained, the Lessee shall be entitled to carry
out the required repairs and to report same to the Management
Company immediately thereafter. Insofar as the Lessee shall have
carried out the repairs by itself as aforesaid, the Lessor shall
refund the Lessee for the reasonable costs incurred thereby in
so carrying out the repairs, against the Lessee's presenting
receipts, and against a tax invoice issued by law.
It is agreed by the parties that the Lessee shall be entitled to
carry out, by itself and/or through any person on its behalf,
services within the Premises which are not provided by the
Management Company.
4.5 For the purpose of fulfillment of the Management Company's
undertakings, the Management Company may occupy an office in the
Project, where it shall coordinate its activities pursuant to
this Agreement, to which the Lessee may refer during normal
working hours in all matters pertaining to the Management
Company's activity pursuant to the provisions of this Agreement.
4.6 It is agreed that the Management Company shall be entitled at
its sole discretion to choose that some or all of the services
pursuant to this Agreement, shall be supplied by the Management
Company itself and/or by any legal entity on its behalf and/or
by third parties including contractors, sub-contractors,
maintenance companies, etc. provided that the Tower shall be
managed at a good level of service as befits the quality of the
Project.
5. THE LESSEE'S UNDERTAKING
5.1 Unless expressly stated otherwise in this Agreement and/or in
the Lease Agreement, the Lessee declares that it is aware that
the Management Company has the sole authority to manage the
Tower and provide the services for it as aforesaid in this
Agreement and the Lease Agreement and the Lessee undertakes not
to perform by itself or via others apart from the Management
Company, any act which is within the authority of the Management
Company as aforesaid.
5.2 The Lessee and any person on its behalf shall cooperate with the
Management Company, and shall assist it insofar as required for
the purpose of the regular, smooth and fitting Management of the
Tower.
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5.3 Without derogating from the generality of the aforesaid, the
Lessee undertakes as follows:
5.3.1 To fulfill all the reasonable instructions of the
Management Company, as given from time to time, in
connection with the Public Areas, the apparatus and
equipment in the Tower, including concerning the
procedures for unloading and freight of merchandise and
cargo, refuse collection and the use of the various
kinds of auxiliary apparatus, the arrangements for
entrance and exit to and from the Premises, the
transportation of merchandise thereto and the collection
of refuse and objects therefrom, the safety, signage and
lighting arrangements, cleaning, noise, nuisances
created by the use thereof, the behavior of the Lessee's
employees, customers and any person on its behalf and
any other matter which in the Management Company's
opinion is required to preserve the high quality of the
Project.
The Management Company's instructions, insofar as such
are given, shall take the nature of the Lessee's
activity in the Premises into consideration, and shall
not infringe upon the Lessee's rights under the Lease
Agreement and hereunder.
5.3.2 To act in accordance with all the provisions of the
Lease Agreement and the provisions of the Management
Agreement, and to participate in the expenses involved
in the performance and provision of the management
services in accordance with the contents of this
Agreement and the Lease Agreement.
5.3.3 That it and those acting by virtue thereof and on its
behalf shall cooperate with the Management Company and
assist it in all instances where such cooperation or
assistance is required in order to permit the regular
and effective management and performance of the services
and also to comply with all the requirements of the
various authorities and the undertakings arising
directly or indirectly from this Agreement.
5.3.4 To authorize the Management Company and those acting on
its behalf to enter the Premises - after prior
arrangement insofar as is possible - for the purpose of
performing the functions of the Management Company
pursuant to this Agreement, whether this is required for
the Lessee itself or for another tenant or for the
purpose of carrying out repairs which may be required in
other premises in the Tower, inter alia, to open walls,
floors, ceilings and other parts, to replace and repair
plumbing and piping and to perform any work which may be
required, in the Management Company's opinion, for the
purpose of fulfilling its functions and exercising its
powers pursuant to this Agreement and the Lessee shall
have no contention vis-a-vis the Management Company in
respect of any disturbance caused to it as a result of
the aforesaid provided that the reasonable use of the
Premises by the Lessee shall not be prevented, taking
into account the designation of the Premises. In any
event of any action as mentioned above, the Management
Company shall endeavor that the disturbance to the
Lessee shall be as minimal as possible and that the
Premises shall be returned to their former state as soon
as possible and that the duration of time for carrying
out the repairs shall not exceed the reasonable time
entailed by the type of repair. To the extent that such
work can be carried out outside the Premises' Area, at
the same and/or lower cost, such work shall be carried
out outside the Premises' Area. The Management Company
shall attempt to carry out such work in such a manner so
as to minimize the Lessee's harm as far as possible, and
as much as possible during hours of low activity in the
Premises.
To prevent any doubt, it is clarified that the
Management Company shall be liable for damages caused
due to its negligence in performing the aforesaid.
5.3.5 To notify the Management Company of any malfunction
requiring action on the part of the Management Company.
5.3.6 To abstain by itself and/or via any other third party
from any act or treatment which pursuant to this
Agreement have been entrusted solely to the Management
Company unless the Management Company has consented
thereto in writing before performance of the act or
treatment, with the exception of urgent instances
regarding which it would not be possible to obtain the
Management Company's prior consent.
5.3.7 To coordinate with the Management Company and obtain its
consent before the performance of any work that impacts
on the facade of the Tower and/or work that may
12
impact on the common systems in the Tower, the same in
addition to and not instead of the Lessor's consent, if
such consent is required pursuant to the Lease
Agreement.
5.3.8 Subject to and without derogating from the provisions of
section 14 of the Lease Agreement and/or other
provisions in the Lease Agreement, insofar as such
differ from the following, to refrain from posting
signs, including advertising signs and/or other
advertising, any articles and object, on a temporary or
permanent basis, outside the Premises and/or in the
Public Areas, including placing stalls, packaging,
tables, etc., without obtaining the Management Company's
prior written consent, and to clear away any such items
promptly upon the Management Company's first demand. The
Management Company's consent shall not be unreasonably
withheld.
5.4 It is agreed that the Lessee shall not be entitled to refuse to
receive any service whatsoever and/or to terminate the
management and performance of the services and/or to release
itself from its undertakings to pay the Management Fees and
performance of the services subject to the provisions of this
Agreement.
6. MANAGEMENT FEES
6.1 The Lessee undertakes to pay the Management Company the
Management Fees, which shall be calculated according to its
proportionate part of the Premises' Area out of the inclusive
area of the actual leased and occupied premises in the Tower,
out of all the Management Company's expenses in the Management
of the Tower and the Public Areas including investment in the
renewal, improvement, and repair of equipment and systems as
required for the Management of the Tower and the provision of
the services, financing expenses, and any other direct expense
involved in the Management of the Tower, together with an
overhead at the rate of 15% of the total expenses as aforesaid
plus statutory Value Added Tax (all together hereinafter: "the
Management Expenses").
6.2 Notwithstanding the aforesaid, if the total actual leased areas
in the Tower is less than 75% (seventy five percent) of the
areas designated for lease in the Tower, the Lessor shall bear a
portion of the fixed expenses of the Management Company in the
management of the Tower, as shall be determined by the
Management Company, in respect of the part constituting the
difference between the actual leased and occupied areas in the
Tower and 75% of the total areas designated for lease and/or
leased in the Tower.
6.3 The Management Company has the discretion to determine a
different distribution of the burden of the Management Fees
according to the types of particular tenants and also according
to the locations of the various premises, all insofar as
entailed as a result of the over-burdening of services on
particular units in the Tower as aforesaid in accordance with
the uses of those units and the nature of their use of the
Public Areas and the Tower.
6.4 As part of the payment of the Management Fees, the Lessee shall
also pay sums which are to be set aside for the Renewal Fund in
respect of systems located in the Tower and/or the Project which
serve the Tower and/or the Project, e.g., air conditioning,
elevators, sprinklers, etc. (hereinafter: "the Systems"). The
payments to the Renewal Fund shall be at the rate customarily
accepted in the Income Tax Regulations for depreciation of
Systems of such type. The sums so set aside shall be transferred
to the Lessor, held by it and used for adding, renewing,
refurbishing and replacing Systems, as required.
In the event that the Renewal Fund shall not suffice for
carrying out such renewal, refurbishing or replacement of a
System, then the Management Company shall be entitled to collect
one-time sums from all of the tenants, to cover the expense. It
is agreed by the parties that in such case, the Management
Company shall refrain from collecting, as part of the future
Management Fees' collection, sums for the Renewal Fund, up to
the sum which was paid by the Lessee as such one-time payment is
reached. Notwithstanding the foregoing, it is agreed by the
parties that in the event that the Management Company shall wish
to collect such a one-time payment within the last six months
prior to the termination of the Term of Lease (and only in such
event), then the Management Company shall collect from the
Lessee only a proportionate part of such one-time payment in
respect of the remainder of the Lessee's Term of Lease (in the
same proportion as the remainder of the Term of Lease is to the
full period during which the Lessee would have been exempt from
contributing to the Depreciation Fund, as aforesaid).
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The Lessee's share of the Renewal Fund shall be determined in
accordance with the provisions of section 6.1 hereinabove.
It is agreed by the parties, that if all the Systems shall be
depreciated, and no sums shall be paid in respect thereof from
the Renewal Fund, then the Management Company shall not set
aside any additional sums for the Renewal Fund. Upon the
purchase of new Systems and/or upon incurring any expense in
respect of the Systems from the Renewal Fund, the Management
Company shall be entitled to once again collect monies for the
Renewal Fund.
6.5 The calculation of the estimate of the Lessee's share and the
Management Fees levied on it shall be made once quarter or any
other period resolved upon by the Management Company. The
calculation shall be made on the basis of the expenses actually
expended and also on the basis of an estimate of the anticipated
expenses.
6.6 On the Date of Delivery of Possession in the Premises, the
Lessee shall pay the Management Company an advance payment
according to the estimate prescribed by the Management Company,
on account of the Management Fees in respect of the first
quarter.
6.7 Unless otherwise prescribed by the Management Company, the
payments on account of the Management Fees during the Lease
Period shall be paid in advance every quarter. The payments on
account of the Management Fees shall be paid according to the
estimate as aforesaid in accordance with the written demand of
the Management Company sent to the Lessee by the Management
Company.
6.8 Within six months from the end of each calendar year, the
Management Company shall draft a financial report for the said
year, which shall be certified by the Management Company's
auditor (hereinafter: "the Financial Report"). The Management
Company shall issue an annual account to the Lessee based on the
Financial Report. The Lessee's accountant shall be entitled to
inspect the Financial Report.
6.9 The Lessee undertakes to pay the Management Company within 7
days of the date of receiving the annual account any difference
standing to its debit, if any, between what it owes in the light
of the Financial Report and the sums it has paid on account as
specified above. If the annual account has shown a credit
balance in favor of the Lessee, the balance shall be credited to
the Lessee until the next date of payment of its share in the
Management Expenses. To prevent any doubt, it is clarified that
calculating such outstanding credit or debit, as aforesaid,
shall also include linkage differentials.
6.10 The calculations of the Management Company's accountant, the
Financial Report and the Management Company's books shall
constitute prima facie evidence of the amount of the management
expenses, the Management Fees and the payment the Lessee must
pay the Management Company. The Lessee, using an accountant on
its own behalf, shall be entitled to inspect the Management
Company's books after prior coordination with the Management
Company.
6.11 Sums of money which shall be paid to the Management Company on
account of the Management Fees which may remain in the
possession of the Management Company for interim periods shall
be invested by it in low-risk investments in accordance with its
sole discretion.
6.12 To facilitate the collection of the Management Fees and also any
other sum which the Lessee may owe the Management Company, the
Lessee shall send the Management Company an authorization to
debit its account in the bank's usual form.
For the avoidance of doubt, it is hereby declared that obtaining
the authorization and any use thereof made by the Management
Company shall not be deemed to be payment unless all the
payments the Lessee owes have been paid in full and on time.
6.13 The Lessee undertakes to pay the Management Fees as well as all
the payments levied on it throughout the entire Lease Period,
subject to the provisions of section 7.6 of the Lease Agreement.
6.14 To prevent any doubt it is clarified that the provisions of
section 27.5.5 of the Lease Agreement, regarding late payment of
the Rental Fees shall also apply to the Management Fees.
14
7. LIABILITY FOR DAMAGES
It is agreed by the parties that the liability of the Lessee and the
Management company for damages shall be in accordance with the
provisions of section 24 of the Lease Agreement.
8. TRANSFER OF THE MANAGEMENT COMPANY'S RIGHTS
Without derogating from the Lessor's right to replace the Management
Company or to perform the Management of the Tower by itself as stated in
the Lease Agreement, the Management Company shall be entitled at its
sole discretion, to transfer all its rights and obligations pursuant to
this Agreement to another person/s without receiving the Lessee's
approval therefor, provided that the recipient of the rights assumes all
the undertakings of the Management Company vis-a-vis the Lessee pursuant
to this Agreement.
9. REMEDIES AND RELIEFS
9.1 Without derogating from the contents of the Lease Agreement and
of section 6.14 above, in any event where the Lessee is in
arrears in any payment whatsoever it owes or may owe the
Management Company pursuant to this Agreement, the Management
Company shall be entitled, without derogating from its right to
any other statutory relief, to take one or more of the following
steps:
9.1.1 To add interest on arrears at the rate and on the
conditions specified in the Lease Agreement to any
payment or expenses the Lessee owes and which have not
been paid on time.
9.1.2 To demand repayment of all the expenses and damages
incurred by the Management Company as a result of the
failure to make any of the payments on time.
9.1.3 To terminate the provision of the management services to
the Lessee, wholly or partly, following advance written
warning of 21 days to the Lessee.
9.2 The Management Company shall be entitled to levy on the Lessee
repayment of the expenses and damages caused as a result of the
Lessee's non-compliance with the Management Company's
instructions. The repayment of expenses and damages shall be
effected within 7 days of the date the account is submitted to
the Lessee and the provisions of this section with regard to
effecting payments shall apply to the payment as aforesaid.
Nothing of the foregoing shall prevent the Lessee from objecting
to the Management Company's demand in accordance with the
provisions hereof, by submitting to an arbitration proceeding.
9.3 The termination of the provision of services to the Lessee,
under the circumstances specified in section 9.1 above, does not
release the Lessee and/or derogate from its obligations to
comply with the provisions of this Agreement and in particular
to pay the Management Fees and any account which may be
submitted to it by the Management Company pursuant to the
provisions of the Agreement.
9.4 Any sum expended by the Management Company for the Lessee, and
which is payable by the Lessee hereunder, shall be repaid by the
Lessee to the Management Company with the addition of linkage
differentials. If such sum was expended by the Management
Company due to the fact that the Lessee did not pay such sum
itself, such sum shall, in addition to linkage differentials,
accrue interest on arrears as aforesaid.
9.5 The provisions of the Contracts Law (Remedies for Breach of
Contract), 5731-1970 shall apply to violations hereof, even in
such cases when a specific relief or remedy is granted hereunder
for such violation, without derogating from the provisions
hereof or of any law.
10. SURETIES
10.1 All the sureties given by the Lessee to the Lessor within the
framework of the Lease Agreement shall also serve to ensure its
undertakings vis-a-vis the Management Company.
10.2 The Management Company shall be entitled to exercise the
above-mentioned sureties in any event where the Lessee shall
commit a fundamental breach of this Agreement, without
derogating from its right to any further relief pursuant to any
statutory provision.
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11. JURISDICTION AND ARBITRATION
11.1 Subject to that which is stated in section 11.2 below, it is
hereby agreed by the parties that the competent court in Tel
Aviv-Yafo, and no other court, shall have sole jurisdiction in
all matters pertaining to this Agreement and arising therefrom.
11.2 All disagreements and disputes which may arise between the
parties, if any, in connection with and/or arising from the
provisions hereof shall be submitted first to resolution by the
CEO of the Lessor and the CEO of the Lessee. If the parties
shall not resolve such disputes, the matter shall be referred
solely and exclusively to the ruling of a single arbitrator, as
follows:
11.2.1 The arbitrator shall be a retired judge designated by
the parties by mutual consent. In the absence of consent
as to the appointment as aforesaid within seven days
from the date on which one of the parties to the
Agreement is required to submit to arbitration
proceedings by the other party, the arbitrator shall be
designated by the Chairperson of the Israel Bar
Association.
11.2.2 The arbitration proceedings shall be conducted in Tel
Aviv.
11.2.3 The arbitrator shall fix the first meeting before him
within 7 (seven) days from the date he is appointed and
he shall give his ruling within 60 (sixty) days from the
date of the first meeting he has fixed.
11.2.4 The arbitrator shall be subject to substantive law and
the laws of evidence and he shall be obliged to give
reasons for his ruling.
11.2.5 The arbitrator shall be authorized to hear a claim for
eviction and issue eviction orders. If the relief of
eviction is claimed, the arbitrator shall hear it first
before any other cause of action or claim and shall give
his decision concerning the eviction within 30 days from
the date of the first meeting he has fixed. To prevent
any doubt it is clarified, that all claims of the Lessee
and/or the Lessor regarding eviction will be heard
concurrently.
11.3 The provisions of this section shall be deemed an arbitration
agreement between the parties pursuant to the Arbitration Law,
5728-1968.
12. GENERAL
12.1 Any stay and/or delay and/or lack of response and/or failure to
take any action by any of the parties shall in no way be
interpreted as a waiver of any right whatsoever of that party or
any undertaking whatsoever of the other party unless the waiver
has been made expressly and in writing.
12.2 The addresses of the parties are as specified at the beginning
of this Agreement. Commencing from the date of commencement of
the Lease, the Lessee's address is at the Premises. Any notice
which is sent by registered mail, according to one of the above
addresses, shall be deemed to have arrived at its destination 72
hours after being sent at the Post Office by registered mail or
within 24 hours if it was delivered personally or sent by
facsimile transmission.
IN WITNESS WHEREOF THE PARTIES HAVE SIGNED:
----------------------- ----------------
The Management Company The Lessee
16
AZRIELI CENTER
APPENDIX "F"
PROJECT REGULATIONS
The following Regulations include regulations, rules and instructions applicable
to all the business owners, tenants and occupants of areas in the Project, and
observance of the rules and instructions therein constitutes a substantial
condition in the Lease Agreement between the Lessee and the Lessor.
The aim of the Regulations is to ensure that the businesses in the Project are
managed at a high standard and quality. The necessity for uniform rules of
behavior is derived by the management of the Project as one complex, in such
manner that the standard and quality of the management of the businesses in each
of the premises has an immediate impact on the Project's reputation as a quality
business center, and the ability of every tenant to extract the business
potential and the benefit from managing a business within the framework of the
Project.
1. The Lessee shall abstain from doing any act, activity or omissions
liable in one way or another to cause:
1.1 Damage, loss, or injury to the Lessor's or other tenants'
property and in this regard in the Public Areas and the Project
and its installations.
1.2 The risk of injury to the person and/or property of any person
among the public using the Project including any visitor or
customer among the general public.
1.3 Any nuisance or other disturbance of any kind whatsoever
including making noise and/or announcements on the loudspeaker
and/or any form of advertising liable to disturb the other
business owners in the Project and the general public.
1.4 Without derogating from the generality of the aforesaid, the
Lessee shall abstain from causing unreasonable noise and/or
smells within the context of the management of its business in
the Premises and it shall not permit another to cause noise
and/or smells as aforesaid from the Premises' Area.
At the demand of the Lessor and/or the Management Company and/or
any person on their behalf, the Lessee shall cease and/or remove
forthwith any nuisance and/or disturbance as aforesaid.
If the Lessee has not complied with the demand of the Lessor
and/or the Management Company, any of them has the authority to
cause the termination or removal of the nuisance and/or
disturbance and the Lessee shall have no contention in
connection therewith.
1.5 Notwithstanding the contents of the Lease Agreement and even if
the Lessee has been given a license or permit and any authority
whatsoever, it undertakes not to make any use in the Premises
which is not consistent with the character of the Project and/or
related to one of the businesses specified in the following
list:
1.5.1 Processing works for stone or building materials or any
other material which creates dust.
1.5.2 Uses connected to the use of toxic materials and/or the
injection of toxic materials into the sewage and
drainage system in the project.
1.5.3 The operation of machines which cause noise beyond what
is permitted or in such manner as to create a nuisance
or disturbance to the neighbors and other users in the
Project.
1.5.4 The operation of a factory for food manufacture and/or
meat processing.
1.5.5 A factory for processing raw leather or other materials
emitting smells and noise.
1.5.6 Use connected to the breeding or holding of livestock.
17
2. The Lessee shall not keep any merchandise, packages of any kind and
nature whatsoever, objects, tools, equipment and apparatus in the Public
Areas, in the Parking Lots and passageways unless it received advance
written authorization to do so by the Management Company.
3. The Lessor and/or the Management Company and/or their attorneys acting
in their name or on their behalf have the authority to remove without
any advance warning any object, tool, equipment or any other item which
may be situated outside the Premises' Area and which in their opinion
may constitute a nuisance and/or disturbance, and to oblige the Lessee
to pay the expenses involved in removal of the nuisance.
4. The Lessee shall abstain from any overloading in the Premises' Area, or
in the Public Areas, which is liable to cause damage to the floors or
which exceeds the permitted weight.
5. The Lessee undertakes that the Premises and their vicinity shall be kept
clean and orderly throughout all hours of the day.
6. At the demand of the Lessor and/or the Management Company, any act,
activity, or management of a business, which in the Lessor's opinion may
constitute a safety or health risk to the general public and/or the
other business owners in the Project shall cease immediately.
7. The Lessee shall abstain from destroying defective merchandise or any
object of any kind whatsoever by making a fire in the Project area or
vicinity.
8. The Lessee shall not leave any refuse, garbage, or any undesirable
object within the confines of the Project or the areas adjacent thereto,
and it shall remove any refuse or garbage solely and exclusively
according to the method of refuse collection instituted in the Project
and which shall be published by the Management Company.
9. (canceled).
10. The Lessee and any person on its behalf or its visitors are obliged to
use, solely and exclusively, the official Parking Lot spaces in the
Parking Lots. There is an absolute prohibition on parking in the places
designated for loading and unloading and/or on the sidewalks and/or in
the Public Areas in the Project and its vicinity.
11. The Lessee, its employees and visitors shall obey the instructions of
the signage and direction and shall use only the roads and entrances
designated therefor by the Management Company for the purpose of access
to the Premises and the various places in the Project.
The Regulations shall be subject to the Lease Agreement so that all the
terms therein shall have the meaning attributed to them by the Lease
Agreement and in any event of inconsistency between the provisions of
the Regulations and the provisions of the Lease Agreement the latter
shall prevail unless the provisions of the Regulations add to the
provisions of the Lease Agreement.
18
AZRIELI CENTER
APPENDIX "G(1)"
CERTIFICATE OF ARRANGING INSURANCE ON THE LESSEE'S WORKS
Date: ______________
TO
Canit HaShalom Investments Ltd. (hereinafter: "the Lessor")
Azrieli Center Towers (Ventures and Management) Ltd. (hereinafter:
"the Management Company")
Azrieli Center, 000 Xxxxx Xxxxx Xx.
Tel-Aviv
Dear Sir or Madam,
RE: Azrieli Center (hereinafter: "the Project")
Lease Agreement signed between yourselves and
_________________ ___ (hereinafter: "the Lessee")
We are honored to certify herewith that commencing on _______ our company
arranged insurance on contractor works in the name of the Lessee, contractors
and sub-contractors, the Lessor and the Management Company which insures the
works performed by the Lessee and/or on its behalf as specified below, while the
extent of the coverage given under the insurance as aforesaid is no less than
the coverage given pursuant to the form of the policy known as Bit/_____________
in force at the date of commencement of the insurance period:
1. Chapter 1 - All Risks Insurance which insures loss or damage caused to
the Lessee's works, at their full value, and also loss or damage caused
to the equipment used for the performance of the works as aforesaid.
This chapter includes a clause concerning waiver of substitution
vis-a-vis all the other tenants and/or lessees in the Project whose
insurance policies contain a parallel clause concerning waiver of
substitution vis-a-vis the Lessee, provided that what is stated
concerning waiver of the right of substitution shall not apply in favor
of a person who has caused damage with malicious intent. The chapter
includes an extension concerning property being worked on and/or
adjacent property, with a limit of liability which does not fall below
the sum of $50,000 (fifty five thousand US dollars).
2. Chapter 2 - Third Party Liability Insurance with a limit of liability as
specified below. The chapter as aforesaid includes a cross-liability
clause whereby the insurance is deemed to have been arranged separately
for each one of the Insured's units.
Limit of liability: $5,000,000 (five million dollars) per incident in
the accumulative throughout the annual insurance period.
3. Chapter 3 - Employers Liability Insurance in respect of liability
vis-a-vis all those employed in the performance of the works with a
limit of liability which shall not be less than the normal standard
maximum limit of liability in Israel at the date of arranging the
insurance, as specified below. This insurance does not contain any
restriction concerning works in high places and below ground, working
hours, baits and toxins, contractors, sub-contractors and their works
nor concerning the employment of youth.
Limit of liability: $5,000,000 (five million dollars) per claimant, per
incident and in the accumulative throughout the annual insurance period.
The above insurance contains an express condition whereby it has priority over
any other insurance arranged by the Lessor and/or the Management Company, and we
waive any contention and/or demand concerning participation of the insurance
policies of the Lessor and/or the Management Company. Likewise, we undertake
that the insurance mentioned above shall not be reduced in scope, and shall not
be canceled for the duration of performance of the Lessee's works, unless
written notice is sent by registered mail to the Lessor, 60 days in advance.
19
Subject to the conditions and reservations of the original policies insofar as
not expressly varied by the aforesaid.
----------------------- --------------- -------------------- ---------------------
(Insurer's signature) (Insurer's (Signatory's name) (Signatory's
seal) position)
20
AZRIELI CENTER
APPENDIX "G(2)"
CERTIFICATE OF ARRANGING THE LESSEE'S INSURANCE
Date: ______________
TO
Canit HaShalom Investments Ltd. (hereinafter: "the Lessor")
Azrieli Center Towers (Ventures and Management) Ltd. (hereinafter:
"the Management Company")
Azrieli Center, 000 Xxxxx Xxxxx Xx.
Tel-Aviv
Dear Sir or Madam,
RE: Azrieli Center (hereinafter: "the Project")
Lease Agreement signed between yourselves and
_______________________ (hereinafter: "the Lessee")
We are honored to certify herewith that commencing on _______ our company
arranged the insurance policies specified below, in the Lessee's name,
pertaining to the Premises in the Project (hereinafter: "the Lessee's
Insurance").
1. Insurance insuring the contents of the Premises as well as the equipment
serving the Premises under the ownership and/or liability of the Lessee
and which is situated outside the Premises within the confines of the
Project, at their full value, and also any change and addition to the
Premises made and/or which may be made by the Lessee and/or anyone on
its behalf (as specified, exclusive of any change and addition which
have been invested via the Lessor and/or the Management Company),
against loss or damage as a result of the normal risks in extended fire
insurance including fire, smoke, lightning, explosion, earthquake, xxxx
and storm, flooding, liquids and burst pipes damage, injury by vehicles,
injury by aircraft, strikes, riots, malicious damage, broken glass and
break-in.
The insurance contains an express condition whereby the Insured waives
any right of substitution vis-a-vis the Lessor, the Management Company
as well as vis-a-vis the other lessees and/or tenants in the Project
(whose insurance policies contain a parallel clause concerning waiver of
substitution vis-a-vis the Lessee) and all those acting on behalf of
those specified above, provided that the aforesaid concerning waiver of
the right of substitution shall not apply in favor of a person who has
caused damage with malicious intent.
2. Third Party Liability Insurance with a limit of liability as specified
below. The insurance is not subject to any restriction concerning
liability arising from fire, explosion, panic, lifting, loading and
unloading instruments, defective sanitary apparatus, poisoning, any
harmful substance in food or drink, strikes and lock-outs as well as
substitution claims on the part of the National Insurance Institute. The
insurance has been extended to indemnify the Lessor and the Management
Company in respect of their liability for the acts and/or omissions of
the Lessee, the same subject to a cross-liability clause whereby the
insurance is deemed to have been arranged separately for each one of the
Insured's units.
Limit of liability: $5,000,000 (five million dollars) per incident in
the accumulative throughout the annual insurance period.
3. Employers Liability Insurance in respect of the Lessee's liability
vis-a-vis all those employed by it and on its behalf with a limit of
liability of $5,000,000 (five million dollars) per employee and per
incident in the accumulative throughout the insurance period. This
insurance does not contain any restriction concerning works in high
places and below ground, working hours, baits and toxins, contractors,
sub-contractors and their works nor concerning the employment of youth.
The insurance as aforesaid has been extended to indemnify the Lessor and
the Management Company if it is contended that the Lessor and/or the
Management Company have a liability as employers vis-a-vis the Lessee's
employees and/or any of them, with regard to the occurrence of any work
accident whatsoever.
21
The above insurance policies contain an express condition whereby they have
priority over any other insurance arranged by the Lessor and/or the Management
Company, and we waive any contention and/or demand concerning participation of
the insurance policies of the Lessor and/or the Management Company. Likewise, we
undertake that the insurance policies mentioned above shall not be reduced in
scope, and shall not be canceled for the duration of the Lease, unless written
notice is sent by registered mail to the Lessor, 60 days in advance.
SUBJECT TO THE CONDITIONS AND RESERVATIONS OF THE ORIGINAL POLICIES INSOFAR
AS NOT EXPRESSLY VARIED BY THE AFORESAID.
Yours faithfully,
--------------------- ------------------ ------------------ ----------------------
(Insurer's signature) (Insurer's stamp) (Signatory's name) (Signatory's position)
22
AZRIELI CENTER
APPENDIX "G(3)"
FIRE SAFETY MEASURES PROCEDURE
1. Refuse materials, empty boxes, wooden and paper refuse and packing shall
be removed from the Premises to outside the structure of the Project and
be stored in a place designed therefor, as the Management Company may
prescribe.
2. High temperature works shall be performed within the confines of the
Premises or their vicinity only in accordance with the procedure
specified below:
2.1 The term "high temperature works" means: the performance of any
works whatsoever by means of welding and/or cutting at high
temperature and/or by means of open fire.
2.2 Any contractor or sub-contractor whose performance of its works
involves high temperature works shall appoint a supervisor
(hereinafter: "the Supervisor"), whose duty is to ascertain that
the high temperature works are performed solely and exclusively
in accordance with the contents of this Procedure.
2.3 Before commencement of performance of any high temperature works
whatsoever the Supervisor shall survey the area intended for
performance of the high temperature works and ascertain that
flammable materials of any kind are placed at a distance of a
radius of at least 10 meters from the site of the performance of
the high temperature works, and fixed flammable objects, which
cannot be moved, shall be covered with a flame-resistant casing.
2.4 The Supervisor shall appoint a person who shall act as a fire
observer (hereinafter: "the Fire Observer") who is equipped with
appropriate fire extinguishing measures for the type of
flammable materials situated in the vicinity of the site of
performance of the high temperature works. The sole function of
the Fire Observer shall be to oversee the performance of the
high temperature works and immediately extinguish any combustion
which is liable to arise from the performance of the high
temperature works.
2.5 The Fire Observer shall be present at the site of performance of
the high temperature works from the commencement of their
performance until after at least 30 minutes have elapsed since
their completion, the same in order to ascertain that no sources
of combustion remain.
23
AZRIELI CENTER
APPENDIX "H"
FORM OF BANK GUARANTEE
CANIT HASHALOM INVESTMENTS LTD. AND/OR
AZRIELI CENTER TOWERS (VENTURES AND MANAGEMENT) LTD.
AZRIELI CENTER
000 XXXXX XXXXX XX.
TEL-AVIV
DEED OF GUARANTEE NO. _______________
1. Pursuant to the request of ___________________ (hereinafter: "the
Applicant") we the undersigned, hereby stand guarantee vis-a-vis
yourselves for the payment of any sum up to the sum of _____________ new
shekels (________________________________________ new shekels)
(hereinafter: "the Principal Sum") with the addition of rate
differentials to the representative rate of the US dollar (hereinafter:
"the Guarantee Sum"), which is owing or likely to be owing to you from
the Applicant in connection with the Lease Agreement of the property in
"The Azrieli Center", the same on the conditions as specified below.
2. (A) We undertake to pay you the Guarantee Sum or any part thereof at
your first demand, from time to time in writing, and the same
within 7 (seven) days from the date we receive your demand.
(B) We shall pay you the Guarantee Sum, wholly or partly, including
in installments - all as stated in your demand - and the same
without your being required to prove and/or justify and/or base
your demand in any way whatsoever, without any obligation being
imposed upon you to first demand all or part of the Guarantee
Sum from the Applicant and/or to take any action whatsoever
vis-a-vis the Applicant and without making the aforesaid payment
conditional on any condition whatsoever.
3. The Guarantee Sum shall be calculated in the following manner:
(A) The Principal Sum shall be linked to the representative rate of
the U.S. Dollar published by the Bank of Israel or any other
authorized body which may replace it.
(B) The relevant representative rate for calculating the Guaranty
Amount will be the representative rate known on the day of
actual remittance (hereinafter: the "Determining Rate");
(C) The basic rate for calculating the Guaranty Amount shall be the
representative rate of the Dollar, as published by the Bank of
Israel, and which is known at the date of issuance hereof, and
which is the amount of NIS ______ per Dollar (hereinafter: the
"Basic Index").
(D) If on the date of actual remittance, the Determining Rate shall
be higher than the Basic Index, then the Principal Sum shall be
multiplied by the Determining Rate and the product shall be
divided by the Basic Index. The result shall be the Guaranty
Amount.
(E) In any event, the Guarantee Sum shall not be less than the
Principal Sum.
4. This our undertaking is irrevocable and shall be in effect until
________________.
5. Our address for the purpose of serving the demand letter is
_______________.
6. This Guaranty is not transferable or endorsable.
Yours faithfully,
Bank
Branch
------------------
24
AZRIELI CENTER
APPENDIX "I"
PARKING LOT USE AGREEMENT
BETWEEN
Azrieli Center Parking Lot Ltd.
Whose address for the purpose of this Agreement is:
132 Petah Tikva Rd., Tel-Aviv
(hereinafter: "the Company")
Of the first part
AND
Terayon Communication System Inc.
(hereinafter: "the User")
Whose address for the purpose of this Agreement is:
c/o Attorney Arieh Hagai
00 XxXxxxxxx Xxxxxx, Ramat Gan
Telephone: 00-0000000, Fax: 00-0000000
Of the second part
WHEREAS Canit HaShalom Investments Ltd. (hereinafter: "the Lessor") is
the owner of the right to be registered as lessee of the land in
Block 7106 Parcel 5 in Tel Aviv (hereinafter: "the Land");
AND WHEREAS The Lessor is constructing a project on the Land which
shall include buildings designated for offices, commercial,
stores, residential, parking lots and additional uses known by
the name "Azrieli Center" (hereinafter: "the Project");
AND WHEREAS The User has entered into an Unprotected Tenancy Agreement
(hereinafter: "the Lease Agreement") with the Lessor which
grants the User the right to occupy premises in the Project
(hereinafter: "the Premises");
AND WHEREAS The Project includes areas designated for use as a pay parking
lot for vehicles (hereinafter: "the Parking Lot") and the User
and the Lessor have agreed that the management and operation of
the Parking Lot shall be entrusted to the Company for the
purpose of the supply of the services required for the proper
maintenance and smooth operation of the Parking Lot;
AND WHEREAS The User wishes to use the Parking Lot to park vehicles as
specified below and the Company has agreed to permit the User to
park vehicles in the Parking Lot, the same subject to payment of
the consideration and fulfilment of the other provisions of this
Agreement;
ACCORDINGLY IT HAS BEEN DECLARED, STIPULATED AND AGREED BETWEEN THE PARTIES
AS FOLLOWS:
1. PREAMBLE AND INTERPRETATION
1.1 The preamble and appendices to this Agreement and the
declarations of the parties thereto constitute an inseparable
part thereof.
25
1.2 The headings of the sections of the Agreement are for the
purpose of ease of reference and convenience only, they do not
form part of the Agreement, and they shall not be used for the
purposes of its interpretation.
1.3 All of the terms and definitions herein shall have the same
meaning such have in the Lease Agreement, unless otherwise
expressly stated herein.
2. THE PARKING LOT
2.1 The company shall assign the User a delimited and defined area
which will enable parking for 180 vehicles on the User's behalf,
of which 45 vehicles parked in such a fashion which blocks other
vehicles of the User. The parking area assigned to the User as
aforesaid shall be marked in a sketch which shall be prepared by
the Company and attached as Schedule "B2" to the Lease Agreement
(hereinafter: the "Parking Area"). The Company shall install an
electric barrier and a separating fence in the Parking Area, at
the User's expense, and anyone using the parking lot on the
User's behalf will be obligated to enter the Parking Area within
15 minutes of such person's entry into the Parking Lot.
The Company shall be entitled, solely for reasonable causes, to
change the location of the Parking Area, by a notice thereof
delivered to the User 7 days in advance. Changing such marked
area shall be coordinated with the User to the extent possible.
Splitting the Parking Area shall require the User's prior
consent.
The User shall be entitled to place a person on its behalf in
the Parking Area, to be responsible for arranging the parking of
the User's cars in the Parking Area.
The parking spaces shall be allocated to the User gradually, in
accordance with the progress rate of delivering the various
sections of the Premises to the User, according to the
proportionate part of the parking spaces compared to the
proportionate part of the parts of the Premises delivered to the
User. It is agreed by the parties that following the transfer of
possession of the entire Premises' Area, as provided for in
Schedule "A", the Company shall assign the User the
aforementioned Parking Area.
2.2 Subject to the fulfillment of the provisions of this Agreement
and the payment of the parking fees, the User shall receive 180
means of entry to the Parking Lot enabling entrance to defined
vehicles to the Parking Areas (hereinafter: "Means of Entry to
the Parking Lot") on the days and during the hours the Parking
Lot is operated.
2.3 The User shall not be entitled to park vehicles in parking areas
other than the Parking Area only. The User declares that it is
aware that in every case that one of its vehicles shall remain
in other parking areas in the Parking Lot, which are not the
Parking Area, for more than 15 minutes, the User shall be
charged an hourly rate for any such vehicle for payment of
Parking Fees at a rate double the rate customarily in place at
that time at full-day parking Parking Lots for casual customers.
2.4 The User declares that it is aware that the Company and/or the
Lessor are entitled to allot particular parking areas in the
Parking Lot to tenants in the Project and/or to any other party
at their sole discretion, and the User shall have no contention
and/or claim in connection with the allocation of parking areas
as aforesaid.
2.5 The Company undertakes that as long as it has not notified the
User otherwise, the Parking Lot shall operate 24 hours a day,
seven days per week, except on Yom Kippur.
2.6 Vehicle entrance to the Parking Lot shall be regulated, as
aforesaid via Means of Entry to the Parking Lot which shall
enable vehicle identification such as: parking stickers stuck on
the windscreen of the vehicle and/or by means of an
identification card and/or by means of a magnetic card issued to
the User and/or by means of electronic devices installed in the
vehicle and/or in any other way as the Company may see fit.
2.7 The User undertakes to return all the Means of Entry to the
Parking Lot to the Company immediately upon termination or
expiry of this Agreement for any reason whatsoever. The User
shall place a deposit with the Company, as customarily done with
parking lot subscribers, to ensure the return of the Means of
Entry to the Parking Lot to the Company. Upon return of the
Means of Entry to the Parking
26
Lot to the Company, the Company shall return the deposit to the
User, such deposit linked to the Consumer Price Index as set
forth in section 4.2 hereinbelow.
2.8 Use of the Means of Entry to the Parking Lot is designated for
vehicles which have been marked and defined in advance, as
expressly agreed between the parties and where details thereof
have been submitted by the User before commencement of use
(hereinafter: "the Particular Vehicles"). If the User wishes to
replace the identity of the Particular Vehicles or any part
thereof, it shall be obliged to notify the Company thereof at
least 24 hours in advance and the Company shall issue the User
with Means of Entry to the Parking Lot for the new vehicle
against cancellation of the Means of Entry to the Parking Lot of
the vehicle which has been replaced.
For the avoidance of doubt, it is hereby clarified that the User
is entitled to Means of Entry to the Parking Lot for the
Particular Vehicles only. The entry of other vehicles, which are
not the Particular Vehicles, to the Parking Lot shall not be
permitted within the framework of this Agreement and through the
use of the Means of Entry to the Parking Lot issued thereunder,
even if they are under the ownership and/or control of the User
and/or anyone on its behalf and even if the User is not using
the Means of Entry to the Parking Lot at that time.
2.9 For the avoidance of doubt, it is clarified that the contents of
this Agreement shall not be construed as preventing the User,
its customers, guests, employees, and/or whomsoever on its
behalf, from parking in the Project Parking Lots, on an
available parking space basis, in accordance with the terms,
tariffs, and rules in effect at that time for casual customers.
2.10 Valet Parking Services
2.10.1 The User declares that it is aware of the fact that the
Company, using the parking lot employees, is entitled to
operate in the parking lot, against additional payment,
a valet parking service arrangement for those amongst
Parking Lot Users who would be interested in such
(hereinafter: the "Valet Parking Service"). The User
declares that it is aware of the fact that this service
is one for which the Company collects additional payment
and that the Parking Fees paid by the User as provided
for in section 4.1 hereinbelow do not include payment
for the Valet Parking Service.
2.10.2 In order to receive the Valet Parking Service, the User
must give the Company advance written notice, in which
will be specified the number of vehicles, including
their makes and license plate numbers, which the User
wishes to include in the Valet Parking Service, and also
the date on which the Valet Parking Service is requested
to commence.
2.10.3 It is agreed that either of the parties may terminate
the Valet Parking Service by a 14 day prior written
notice, with no need of explaining the termination.
Neither of the parties shall have any claim and/or
demand in respect of the other party's exercising such
right to terminate the Valet Parking Service by advance
notice, as aforesaid.
2.10.4 So long as the Company does not otherwise notify, the
Valet Parking Service will be provided by the Company
between 8:00 a.m. and 8:00 p.m. of the same day.
2.10.5 The manner of operating the Valet Parking Service and
the various regulations in connection with its operation
shall be determined by the Company from time to time.
2.11 The Company shall be entitled to publish a written notice, under
which the Company is changing the parking regulations in the
Parking Lot, whereby the User and/or whomsoever on its behalf
must leave the car keys in the car, in order to enable double
parking of vehicles in the parking lot. The User and/or
whomsoever on its behalf undertake to act in accordance with
such instructions published by the Company. It is agreed by the
parties that in the event that the Parking Lot or any part
thereof which the User shall use shall be operated in accordance
with the foregoing, then the Company shall be responsible for
any damage and/or loss caused to vehicles and/or their contents
as a result of the Company's negligence and/or the negligence of
whomsoever on its behalf. The Company shall ensure its being
insured against such damages for which it shall be responsible.
The foregoing shall not apply to the parking spaces which shall
have been assigned to the User under section 2.2 hereinabove
3. DURATION OF THE AGREEMENT
27
3.1 This Agreement is for the entire Term of Lease.
3.2 Notwithstanding the contents of section 3.1 above, this
Agreement and the authority to use the Means of Entry to the
Parking Lot thereunder, shall terminate in any case where the
Lease Agreement is terminated, either as a result of expiry or
for any reason whatsoever and without the necessity of giving
separate notice.
4. PARKING FEES
4.1 In consideration for the right to use the Parking Lot enabling
the entry to the Parking Lot of a pre-marked and pre-designated
single private passenger vehicle, the User shall pay the Company
an amount in NIS equaling $140 (one hundred and forty dollars)
with the addition of V.A.T. as provided by law for each month of
the use period (hereinafter: the "Parking Fees"). The Parking
Fees shall be paid in accordance with the representative rate of
the U.S. Dollar, as last published by the Bank of Israel prior
to the actual remittance of any sum.
It is agreed by the parties that the User shall pay Parking Fees
in respect of 162 Means of Entry to the Parking Lot, and in
respect of all of the Means of Entry to the Parking Lot the User
shall pay the Company an aggregate sum of $22,680 (twenty-two
thousand six hundred and eighty U.S. Dollars) per month, with
the addition of V.A.T. as provided by law.
The User undertakes to pay the Parking Fees even if it shall not
in fact make use of the parking right granted to the vehicles as
aforesaid, in whole or in part, during all or part of the use
period, and so long as this Agreement shall be in force. It is
clarified that, in addition to the Parking Fees, the User shall
have to pay the Company or the Municipality of Tel-Aviv, at the
Company's decision, the municipal taxes (arnona) in respect of
the area of the Parking Area assigned to the User as provided in
section 2.2 hereinabove.
4.2 Insofar as the User and the Company have upon the signing hereof
agreed on the provision of Valet Parking Service to the User,
then the User shall pay the Company the sum of $50 per month in
respect of any vehicle entitled to received the Valet Parking
Service, with the addition of V.A.T. as provided by law,
throughout the Service Period, as defined below (hereinafter:
the "Service Fees").
The "Service Period" - the period starting on the day of
commencement of the Valet Parking Service as agreed by the
parties, and ending on the earlier of the day this Agreement
and/or the Valet Parking Service shall be terminated.
All of the provisions of the Lease Agreement, including all of
its Appendices, in relation to updating the Parking Fees, shall
apply to the Service Fees, as well.
4.3 The Parking Fees shall be updated on the updating date of the
Rental Fees, and at the updating rate of the Rental Fees.
For the avoidance of doubt and subject to the contents of
section 27.5.5 of the Lease Agreement, it is clarified that the
payment of the Parking Fees as aforesaid, constitutes a
condition precedent for authority to use the Parking Lot and the
Means of Entry to the Parking Lot.
4.4 In the event of arrears in payment of the Parking Fees, interest
at the rate in force at that time in respect of unapproved
overdrafts in current loan accounts at Bank Leumi l'Israel Ltd.
shall be added to the Parking Fees from the third day of arrears
and the same without derogating from any other right of the
Company and without derogating from its right to revoke the
right of use of the Parking Lot and the Means of Entry to the
Parking Lot subject to the provisions of section 27.5.5 of the
Lease Agreement.
4.5 For the avoidance of doubt, it is clarified that payment of the
Parking Fees as aforesaid does not grant the User any right of
possession and/or ownership and/or lease right and/or protected
tenancy right in the Parking Lot and/or any other right in any
parking spaces whatsoever in the Parking Lot beyond the
authority to use the Parking Lot for the purpose of parking, as
stated in this Agreement.
28
4.5 The Service Fees shall be remitted by the User on the remittance
day of the Parking Fees. The Service Fees shall be subject to
the updating provisions applicable to the Parking Fees, and to
the provisions regarding late payment of the Parking Fees, as
provided for in Section 4.3 hereinabove.
5. THE USER'S UNDERTAKINGS
The User hereby undertakes vis-a-vis the Company as follows:
5.1 To pay the Parking Fees and the Service Fees to the Company
properly and on time.
5.2 To park the vehicles in the Parking Lot solely and exclusively
in the Parking Areas and not in any other place in the areas of
the Parking Lot and the Project unless the Company permitted the
User, in advance and in writing, to use other parking areas.
5.3 The User declares that it is aware that the provisions of this
Agreement are in addition to any other provision of the Company
in the signage and/or road signs and/or the attendants'
directives and it undertakes to obey the reasonable instructions
of the Company and/or whomsoever on its behalf including the
attendants and employees of the Parking Lot in all matters
pertaining to the parking of vehicles and the use of the Parking
Lot, as displayed in the appropriate signage in the entrance to
the Parking Lot, and as given orally. The User is responsible
for seeing to it that any person acting on its behalf and any
driver of a vehicle entitled to use the Means of Entry to the
Parking Lot complies with the operation procedures and
instructions as aforesaid. The User declares that it is aware
that the Traffic Ordinance [New Version] and the Traffic
Regulations, 5721-1961, apply to driving in the Parking Lot and
it undertakes to comply with the provisions of any law and the
instructions of the road signs prescribed for the Parking Lot.
The User undertakes to use the Parking Lots in such manner as
not to harm other users, not to obstruct passageways, to park
solely and exclusively in the areas designated for parking, to
park vehicles only between the marked lines designated for
parking one vehicle and also not to cause any damage to the
Parking Lot and the equipment situated therein.
The User hereby gives its express consent in advance that in any
instance of obstruction of passageways and/or parking of
vehicles on its behalf, other than in accordance with the
Company's instructions, the Company and/or any person on its
behalf shall be entitled to take all the steps required in order
to remove the obstruction and in this regard to tow the car
and/or to move it and/or put a Denver Boot on vehicles as
aforesaid and/or to stick warning and marking labels on the
windscreen of vehicles and to take any action which it thinks
fit for the purpose of preserving the order and smooth operation
of the Parking Lot.
The Company and/or the Lessor and/or whomsoever on their behalf
shall not be responsible for any damage caused to the vehicles
as a result of the implementation of the aforesaid, unless such
was caused due to the negligence of the Company and/or
whomsoever on its behalf. The Company shall endeavor to notify
the User prior to exercising its authority set forth
hereinabove, insofar as is possible.
5.4 The User declares that it is aware that notwithstanding that
entry to and exit from the Parking Lot shall be possible 24
hours a day, not all the entrances and exits of the Parking Lot
shall be in operation 24 hours a day and that the Company is
entitled, at its sole discretion, to decide which entrances to
the Parking Lot shall operate during which hours, and the User
shall have no contention and/or claim in connection with the
decision as aforesaid.
5.5 The User is aware that parking in the Parking Lot is restricted
to a private car or commercial vehicle whose inclusive weight is
up to 2 tons only and whose height does not exceed 210 cms.
6. LIABILITY FOR DAMAGES
6.1 The User declares that use of the Parking Lot and the Means of
Entry to the Parking Lot is at its sole liability and that no
liability for guarding vehicles in the Parking Lot and/or their
contents and/or their external condition is imposed upon the
Company and/or those acting on its behalf, and it is not liable
for any damage, loss or deficiency which may be caused to
vehicles, persons, or chattels in the Parking Lot for any reason
whatsoever including and without derogating from the generality
of the aforesaid,
29
as a result of fire, smoke, earthquake, hostile acts, war,
flood, theft, break-in, damage from other vehicles, unless these
are caused due to negligent act and/or omission of the Company
and/or the Lessor and/or the Management Company and/or
whomsoever on their behalf.
The User hereby releases the Company from any liability for
damage as aforesaid. The User undertakes to indemnify the
Company within 7 days of its first demand in respect of any
expense and/or damage which the Company may incur and/or in
respect of any sum which it may be obliged or demanded to pay as
a result of a claim and/or damage, loss or deficiency as
aforesaid, unless these are caused due to negligent act and/or
omission of the Company and/or the Lessor and/or the Management
Company and/or whomsoever on their behalf.
6.2 The User shall be liable for any damage which it may cause to
the Parking Lot and its apparatus and/or the Company and/or its
employees and/or the operators of the Parking Lot and/or any
third party as a result of the negligent act or omission of the
User and/or any person on its behalf.
6.3 The User hereby undertakes that the vehicles on its behalf which
may be parked in the Parking Lot shall be insured with
compulsory insurance as required by law and with comprehensive
insurance, including third party insurance, and the use thereof
shall be pursuant to any law.
6.4 The User declares that it is aware that payment of the Parking
Fees and the Service Fees is for the right to park only and does
not include any guarding services whatsoever and that the
presence of supervisors and/or inspectors and/or attendants
and/or cashiers in the entrances and exits of the Parking Lot is
designed for the purpose of collecting payment and providing the
right to park only.
The parties agree that the provisions of the Keepers Law,
5727-1967, shall not apply to this Agreement and/or with regard
to the parking of vehicles in the Parking Lot and the use
thereof.
6.5 The User declares that it is aware that under no circumstances
should it leave the keys of the vehicle inside the vehicle
and/or entrust them to any of the employees of the Parking Lot
and that the Parking Lot employees are forbidden to order and/or
offer and/or request the leaving or delivery of the keys as
aforesaid.
Notwithstanding the aforesaid, if the User, or any person on its
behalf, decides, for any reason whatsoever, to leave the keys of
the vehicle or to deposit the keys of the vehicle with any of
the Parking Lot employees, then the User hereby declares that
this is done at its sole liability and it is aware of the risks
of delivering and/or leaving the keys as aforesaid, due to the
possibility that they might be duplicated and/or copied and/or
otherwise used, either maliciously or negligently, by the
Parking Lot employees and/or by any person to whom the keys of
the vehicle are entrusted or who has taken them either by
mistake or intentionally including due to a case of mistaken
identity. The User releases the Company and all those acting on
its behalf from any liability for any loss, damage, injury or
deficiency liable to be caused, directly or indirectly, to
themselves and/or to the person of any individual and/or
property whatsoever in the Parking Lot or outside it, consequent
upon the deposit and/or leaving of the keys as aforesaid. The
foregoing shall be contingent upon there having been no written
notice published by the Company in this matter, as provided for
in Section 2.10 hereinabove.
6.6 The User declares that it is aware that the Company is entitled
to vacate from the area of the Parking Lot any vehicle which has
been parked without the Parking Fees in respect thereof being
paid and/or any vehicle parked without authority and/or contrary
to instructions and the Company and/or the Lessor and/or any
person on their behalf shall not be liable for any damage of any
type and nature whatsoever which may be caused as a result
thereof.
7. TRANSFER OF RIGHTS
7.1 The User shall not be entitled to transfer the authority granted
to it pursuant to this Agreement to use the Means of Entry to
the Parking Lot, in whole or in part, to any third party without
obtaining written consent from the Company and not to permit,
directly or indirectly, the entry of additional vehicles into
the Parking Lot beyond such as provided for in Section 2
hereinabove. To prevent any doubt it is clarified that
transferring the User's rights in the Premises, in accordance
with the provisions of the Lease Agreement, shall be also deemed
to be a transfer of the User's rights hereunder, and in any
event of a sublease of part of the Premises, the User shall also
be entitled to transfer a proportionate
30
part of the Means of Entry to the Parking Lot, all subject to
and in accordance with the provisions of the Lease Agreement
regarding such transfer of rights.
7.2 The Company and/or the Lessor shall be entitled to transfer
their rights in the Parking Lot and/or the operation thereof
and/or their rights and undertakings pursuant to this Agreement,
in whole or in part, to any third party at their absolute
discretion without obtaining the User's consent, and the User
hereby gives its consent to the transfer of rights as aforesaid
provided that the User's rights pursuant to this Agreement are
not adversely affected.
8. BREACHES AND REMEDIES
The provisions of Sections 2, 4.1, 5.1, 5.2, 6.1, and 6.3 are
fundamental provisions in this Agreement and the breach thereof shall
enable the injured party to revoke this Agreement without derogating
from any other right which the Company has pursuant to this Agreement
and/or pursuant to any law.
IN WITNESS WHEREOF THE PARTIES HAVE SIGNED ON THE DATE AND IN THE PLACE
MENTIONED AT THE BEGINNING OF THIS AGREEMENT :
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The Company The User
31
AZRIELI CENTER
APPENDIX "J"
IRREVOCABLE POWER OF ATTORNEY
UNDER ARTICLE 91 OF THE CHAMBER OF ADVOCATES LAW, 5721-1961
We, the undersigned, TERAYON COMMUNICATION SYSTEM INC., hereby appoint Advocates
Arieh Hagai and/or Xxxxxxx Xxx and/or Xxxxx Xxxxxxx and/or Meir Linzen and/or
Xxxx Xxxxx and/or Xxxxxx Xxxxxx and/or Xxxxxxx Xxxxxx and/or Xxxx Sol and/or
Xxxx Xxxxxx and/or Xxxxxx Xxxxx and/or Xxxxx Xxxx-Xxxxxx and/or Xxxxx Xxxxx
and/or Xxxxx Xxx-Xxxx and/or Amir Sraya and/or Yael (Xxxxxx) Xxx-Xxxx and/or
Xxxx Xxxx and/or Xxxxx Crown and/or Xxxxxx Xxxxxxx and/or Xxxxx Xxxxxxxx and/or
Xxxxx Xxxxx and/or Xxxxxx Xxxxxxx and/or Xxxxx Xxxxxx and/or Xxxxx Xxxxx and/or
Xxxx Xxxxxxxxxx and/or Xxxx Xxxxxx and/or Xxxxx Xxxxxx and/or Xxxx Xxxxx and/or
Xxxx Xxxxx and/or Xxxxx Xxxxxx and/or Xxxxx Xxxxx and/or Gilead Vexelman and/or
Xxxx Xxx and/or Xxxxx Barinson and/or Xxxx Xxxxxxx and/or Xxxx Xxxxxx and/or
Xxxxx Xxxxxx and/or Xxxxxx Xxxxxx-Xxxxx and/or Xxxxx Xxxxxxx-Xxxxxxxx and/or
Xxxx Xxxxx-Xxxxxx (jointly or severally) to be our legal attorneys and to
perform in our name and in our place all or any of the following actions:
1. To delete and cancel the Note of Warning registered in our benefit at
the Land Registry over the lease rights of CANIT HASHALOM INVESTMENTS
LTD. PR.C. 00-000000-0 (hereinafter - the "Third Party") to the property
located in the ROUND TOWER AT THE AZRIELI CENTER, 132 PETAH TIKVA ROAD,
TEL-AVIV, ALSO KNOWN AS PART OF PARCEL 5 OF BLOCK 7106 (hereinafter: the
"Real Property").
2. In order to perform such actions, to appear before the Land Registry,
the Land Registration and Land Settlement Department, Courts of any
instance, any governmental, municipal or other institution, as
applicant, plaintiff, defendant, appellant, respondent, third party,
complainant, objector and in any other manner, to sign requests, any
land registration deeds, agreements, contracts, declarations,
undertakings, claims, defenses, appeals, compromises, any other document
and paper, and in general do any thing related to any transaction in
respect of the Real Property or any action related to the Real Property,
to sign any document and appear before any institution for settling by
way of arbitration or any other way all of its obligations and rights in
respect of the Real Property.
3. Whereas this Power of Attorney is given for the benefit of the Third
Party, the rights of which are contingent upon this Power of Attorney,
this Power of Attorney shall be irrevocable, we shall not be entitled to
cancel or change it, and it shall remain in force even after we are
liquidated and/or a receiver shall be appointed over our assets, and it
shall also bind any liquidator and/or receiver appointed over us.
4. From time to time to transfer this Power of Attorney, in whole or in
part, to other lawyers and persons, and to cancel any transfer so made,
and to re-transfer same, at the discretion of our aforesaid attorney(s).
IN WITNESS WHEREOF WE HAVE SET OUR HAND TODAY ____ OF ______, 2000
----------------------------------------------------
TERAYON COMMUNICATION SYSTEM INC.
Attorney's Certification
I, the undersigned, Arieh Hagai, Adv., hereby confirm the above signature of my
client.
-------------------
Arieh Hagai, Adv.
