Dated 30th April, 2018
Exhibit 10.1
Dated 30th April, 2018
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relating to
Unit G1 on the ground floor Grow on Space, Incubator Building, Porton Down Science Park, Manor Park Road, Porton, Salisbury, Wiltshire
between
Wiltshire Council
and
Kalvista Pharmaceuticals Limited
LR1. Date of lease
30th April 2018
LR2. Title number(s)
LR2.1 Landlord’s title number(s)
WT424382
LR2.2 Other title numbers
WT254536, WT254409, WT159634 and WT254597.
LR3. Parties to this lease
Landlord
Wiltshire Council of Xxxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxxx, XX00 0XX
Tenant
Xxxxxxxx Xxxxxxxxxxxxxxx Xxxxxxx, Xxxxxxxx 000 Xxxxxxxx Science Park, Xxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxx XX0 0XX
LR4. Property
In the case of a conflict between this clause and the remainder of this lease then, for the purposes of registration, this clause shall prevail.
See the definition of "Property" in clause 1.1 of this lease.
LR5. Prescribed statements etc.
LR5.1 Statements prescribed under rules 179 (dispositions in favour of a charity), 180 (dispositions by a charity) or 196 (leases under the Leasehold Reform, Housing and Urban Development Act 1993) of the Land Registration Rules 2003.
None.
LR5.2 This lease is made under, or by reference to, provisions of:
None.
LR6. Term for which the Property is leased
The term as specified in this lease at clause 1.1 in the definition of "Contractual Term".
LR7. Premium
None.
LR8. Prohibitions or restrictions on disposing of this lease
This lease contains a provision that prohibits or restricts dispositions.
LR9. Rights of acquisition etc.
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LR9.1 Tenant's contractual rights to renew this lease, to acquire the reversion or another lease of the Property, or to acquire an interest in other land
None.
LR9.2 Tenant's covenant to (or offer to) surrender this lease
None.
LR9.3 Landlord's contractual rights to acquire this lease
None.
LR10. Restrictive covenants given in this lease by the Landlord in respect of land other than the Property
None.
LR11. Easements
LR11.1 Easements granted by this lease for the benefit of the Property
The easements as specified in clause 3 of this lease.
LR11.2 Easements granted or reserved by this lease over the Property for the benefit of other property
The easements as specified in clause 4 of this lease.
LR12. Estate rentcharge burdening the Property
None.
LR13. Application for standard form of restriction
None.
LR14. Declaration of trust where there is more than one person comprising the Tenant
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This lease is dated 30th April 2018.
Parties
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(2) |
KALVISTA PHARMACEUTICALS LIMITED incorporated and registered in England and Wales with company number 07543947 whose registered office is at Xxxxxxxx 000, Xxxxxxxx Science Park, Xxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxx XX0 0XX (Tenant). |
Background
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(A) |
The Landlord is entitled to possession of the Estate under the terms of the Superior Lease (a copy of which has been given to the Tenant). |
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(B) |
The Landlord has agreed to grant an underlease of the Property to the Tenant on the terms set out in this lease. |
The following definitions and rules of interpretation apply in this lease.
Act of Insolvency: an Act of Insolvency is any of the following:
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(a) |
any voluntary arrangement or any other compromise or arrangement for the benefit of any creditors of the Tenant; |
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(d) |
the appointment of a receiver or manager or an administrative receiver in relation to any property or income of the Tenant; |
The paragraphs above shall apply in relation to a partnership or limited partnership (as defined in the Partnership Xxx 0000 and the Limited Partnerships Act 1907 respectively) subject to the modifications referred to in the Insolvent Partnerships Order 1994 (SI 1994/2421) (as amended), and a limited liability partnership (as defined in the Limited Liability Partnerships Act 2000) subject to the modifications referred to in the Limited Liability Partnerships Regulations 2001 (SI 2001/1090) (as amended).
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Act of Insolvency includes any analogous proceedings or events that may be taken pursuant to the legislation of another jurisdiction in relation to a tenant or incorporated or domiciled in such relevant jurisdiction.
Aerials: means masts, wires, aerials, antennae, satellite dishes, radiotracking, computer systems or other devices of any description used for the purposes of communicating with or transmitting and/or receiving data or information in any form with another party or device.
Annual Rent: rent in respect of the Property at an initial rate of £75,332.86 (seventy-five thousand three hundred and thirty-two thousand and eighty-six xxxxx) (exclusive of VAT) per annum and then as revised pursuant to this lease.
Building: the building known as the Incubator Building, Porton Down Science Park, Manor Park Road, Porton, Salisbury, Wiltshire shown edged green on Plan 1 being part of the land registered at HM Land Registry with title number WT424382.
Car Park: any car park or parking area within which one or more car parking spaces are allocated to the Tenant within the Estate.
Common Parts: within the Estate all of the following:
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(c) |
the doors in all exterior or load-bearing or structural walls, and their frames and fittings; |
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(d) |
the windows in all exterior or load-bearing or structural walls, and their frames, fittings and xxxxx; |
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(i) |
external fences and other boundary divisions, electric gates, entry phone systems or CCTV and the Conducting Media; |
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(ii) |
any pedestrian ways, forecourts, loading bays, car parking areas, service roads and landscaped areas; |
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(iii) |
the Car Park; |
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(v) |
lavatories and washrooms on the ground floor; |
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(vi) |
kitchen areas (if any) on the ground floor; |
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(vii) |
areas designated for the keeping and collecting of waste, refuse and (if any) recycling facilities; and |
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Conducting Media: means without limitation the pipes, wires, cables, laser optical fibres, data or impulse transmission, communication or reception systems, sewers, drains, water courses, trunking, ducts, flues, gutters, guides, channels, conduits and other conducting media and any fixings, louvres, cowls, covers and any other ancillary apparatus used in connection with any of them.
Contamination: the contamination or pollution (as defined by Environmental Law) of any land, water, air or the environment by any substance in, on, under, or emanating from the Property, the Nitrogen Gas Compound or Gas Store or in the case of paragraph (c) or (d) of the definition of Excluded Contamination the Estate or the Establishment.
Contamination Works: the investigation, management, containment, clean-up, remediation, monitoring or any other works required by a competent authority in relation to an event of Contamination or Excluded Contamination as the case may be on the Property, the Nitrogen Gas Compound or Gas Store.
Contractual Term: a term of 10 (ten) years beginning on the date of this lease and ending on and including 29th April 2028.
Crown Body: means any Minister of the Crown, Government Department, body, person or Crown Agency carrying out functions for or on behalf of the Crown or any company wholly owned by any of them in their capacity as a Crown Body.
CDM Regulations: the Construction (Design and Management) Regulations 2015 (SI 2015/51).
Default Interest Rate: 4 % per annum above the Interest Rate.
Enactments: statute, statutory instrument, statutory guidance, treaty, regulation, directive, byelaw, code of practice, guidance note, circular, common law and any notice, order, direction or requirement given or made by a competent authority pursuant to any of them, for the time being in force.
Energy Assessor: an individual who is a member of an accreditation scheme approved by the Secretary of State in accordance with regulation 22 of the Energy Performance of Buildings (England and Wales) Regulations 2012 (SI 2012/3118) or regulation 30 of the Building Regulations 2010 (SI 2010/2214).
Energy Performance Certificate: a certificate as defined in regulation 2(1) of the Energy Performance of Buildings (England and Wales) Regulations 2012 (SI 2012/3118).
Environmental Law: all Enactments relating to the environment and/or pollution of the environment (as those terms are defined in Section 1 of the Environmental Protection Act 1990).
Establishment: means the whole of the land comprised within title numbers WT254536, WT254409, WT159634 and WT254597 as at the 16 August 2016 excluding the Estate.
Estate: the land and buildings within title number WT424382.
Excluded Contamination: means-
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(a) |
unexploded ordnance on, in or under the Property, the Nitrogen Gas Compound or Gas Store |
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(b) |
Contamination on, in or under the Property, the Nitrogen Gas Compound or Gas Store at the date of this Lease |
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(c) |
Contamination on, in, under or emanating from the Estate (other than the Property, the Nitrogen Gas Compound or Gas Store) during the Term the presence of which lawfully prevents or materially adversely restricts the occupation and use of the Property for the Permitted Use or use of the Nitrogen Gas Compound or Gas Store. |
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(d) |
Contamination on, in, under or emanating from the Establishment during the Term the presence of which lawfully prevents or materially adversely restricts the occupation and use of the Property for the Permitted Use or use of the Nitrogen Gas Compound or Gas Store. |
Gas Store: the area marked “EX01” edged red and hatched green on Plan 1 but excluding any load bearing or structural parts.
Gas Storage Facility: the building edged blue on Plan 1 of which the Gas Store forms part.
Grow on Space: the area hatched red on Plan 3 and Plan 4 on the ground floor and first floor of the Building.
Incubation Accommodation: the Building excluding the Grow on Space and Common Parts.
Indexed Service Charge Cap: a sum calculated in accordance with the formula in clause 8.13.
Inherent Defect(s): a defect in any part of the Property, the Nitrogen Gas Compound or Gas Store and/or Estate which is the result of defective design of it; defective supervision of construction of it; defective workmanship; defective materials used in the construction of it; or defective site preparation works.
Insurance Rent: the aggregate in each year of:
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(b) |
the gross cost of the premium before any discount or commission for insurance for loss of Annual Rent from the Property for one year; and |
Insured Risks: means the risks of loss or damage by fire, xxxxx, xxxxxxx, earthquake, lightning, explosion, riot, civil commotion, malicious damage, terrorism, impact by vehicles and by aircraft and articles dropped from aircraft, flood, escape of water or oil from any fixed water or heating systems, subsidence, heave and landslip and such other risks against which the Landlord decides to insure against from time to time subject in each case to such exclusions, excesses and limitations as may be imposed by the insurer or which cannot be
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insured against in the UK market at a reasonable rate and Insured Risk means any one of the Insured Risks.
Interest Rate: the base rate from time to time of Barclays Bank plc, or if that base rate stops being used or published then a comparable commercial rate reasonably determined by the Landlord.
Lifts: all lifts and lift machinery and equipment in the Building.
LTA 1954: Landlord and Xxxxxx Xxx 0000.
Mandatory Services:
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(i) |
the repair and maintenance, or where beyond economic repair the relaying or renewal of any Roadway; |
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(ii) |
the repair and maintenance, or where beyond economic repair the relaying or renewal of any Conducting Media (if any) serving the Property and the Establishment jointly; |
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(iii) |
the landscaping and maintenance in accordance with the principles of good estate management of those parts of the grounds of the Establishment that adjoin the Roadway; |
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(iv) |
the installation, maintenance, repair and renewal of road signs and lighting for the Roadway; and |
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(v) |
the repair and maintenance of any signage at the main entrance to the Establishment and/or the Estate which refers to the Estate and or the name of the Tenant. |
Mandatory Services Costs: the Tenant’s Proportion of the sum which the Superior Landlord demands from the Landlord under the terms of the Superior Lease in respect of the expenditure paid or incurred by the Superior Landlord in providing the Mandatory Services.
Nitrogen Gas Compound: the area edged red and hatched blue on Plan 1 but excluding the concrete base.
Permitted Fields: means any of the following fields:
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(a) |
Chemical and biological sciences; |
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(b) |
Biomedical sciences; |
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(c) |
Physical and materials sciences; |
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(d) |
Environmental sciences; |
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(e) |
Communications and information systems technologies; |
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(f) |
Electronics and sensors technologies; |
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(g) |
Advanced defence, aerospace and automotive technologies; and |
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(h) |
Other advanced engineering technologies |
Permitted Use: means use as:
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(i) |
scientific and engineering research; and |
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(ii) |
the development and/or small scale production of high technology products |
in the Permitted Fields only but excluding in all cases the keeping and/or use of live and/or dead animals (other than tissue samples) in or on the Property in connection with such users;
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(b) |
offices for the provision of technological and/or business support services (including legal and accounting services) ancillary to and solely in support of the users permitted in subclause (a) above and carried on at the Property. |
Personnel: means servants, agents, employees, contractors, workmen, licensees and authorised visitors.
Plan 1: the plan attached to this lease and marked "Plan 1".
Plan 2: the plan attached to this lease marked "Plan 2".
Plan 3: the plan attached to this lease marked “Plan 3”.
Plan 4: the plan attached to this lease marked “Plan 4”.
Property: Unit G1 (R048) forming part of the Grow on Space on the ground floor of the Building (the floor plan of which is shown edged and hatched red on Plan 1) (the Red Area) bounded by and including:
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(d) |
subject to paragraph (e) of this definition, the walls, pillars, doors and windows insofar as they do not form part of the Common Parts; and |
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(e) |
one half of the thickness of the interior, non-structural or load-bearing walls that adjoins any other part of the Building; and |
but excluding:
Public Body: means a Crown Body or a local authority as defined in Section 1(a) of the Local Government Xxx 0000.
Recommendation Report: a report as defined in regulation 4 of the Energy Performance of Buildings (England and Wales) Regulations 2012 (SI 2012/3118).
Rent Commencement Date: 30th October 2018
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Rent Payment Dates: 25 March, 24 June, 29 September and 25 December.
Reservations: all of the rights excepted, reserved and granted to the Landlord by this lease.
Review Date: 30th April 2023 and every fifth anniversary of that date.
Roadway: any road(s) within the Establishment over which the Tenant is granted a right of access along from time to time pursuant to clause 3.1.4 of this Lease.
RPI: the Retail Prices Index or any official index replacing it.
Security Measures: means (without limitation) the provision of such security measures as the Superior Landlord shall in its opinion regard as necessary or desirable for the protection and security of the Establishment and/or the Estate or anything or anyone on or in them and which benefit or are intended to benefit the Property and/or the Establishment and/or the Estate.
Security Measures Costs: the Tenant’s Proportion of the sum which the Superior Landlord demands from the Landlord under the terms of the Superior Lease in respect of the Superior Landlord's costs and expenditure paid or incurred by the Superior Landlord in providing the Security Measures.
Service Charge: the Tenant’s Proportion of the Service Costs.
Service Charge Year: the annual accounting period relating to the Services and the Service Costs beginning on 1 April in 2017 and each subsequent year during the term.
Service Charge Cap: the sum of £26,588.04 (twenty-six thousand five hundred and eighty-eight pounds and four xxxxx) (exclusive of VAT) subject to review in accordance with the provisions of clause 8.12.
Service Charge Cap Review Date: each anniversary of this Lease.
Service Costs: the costs listed in clause 8.2.
Services: the services listed in clause 8.1.
Superior Landlord: the landlord for the time being of the Superior Lease.
Superior Landlord's Covenants: the obligations in the Superior Lease to be observed by the Superior Landlord.
Superior Lease: the lease by virtue of which the Landlord holds the Estate, which is dated 18 August 2016 and made between (1) The Secretary of State for Defence and (2) Wiltshire Council and any documents made supplemental to it.
Surveyor: means any appropriately qualified person or firm of suitable relevant experience appointed by the Landlord to perform the function of a surveyor for the purpose of this Lease (including an employee of the Landlord).
Tenant’s Proportion: a fair and reasonable proportion as defined by clause 1.25.
Third Party Rights: all rights, covenants and restrictions affecting the Building including the matters referred to at the date of this lease in the register of title number WT424382.
Uninsured Risk: any risk which is not an Insured Risk or is not otherwise insured by the Landlord
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Utilities: means water, gas, sewerage, electricity, telephone, data and such other supplies and services as are available for transmission by, in or through Conducting Media from time to time
VAT: value added tax chargeable under the VATA 1994 and any similar replacement tax and any similar additional tax.
VATA 1994: Value Added Tax Xxx 0000.
Working Day: means a day when the United Kingdom clearing banks are open for business in the City of London and Working Days shall be construed accordingly.
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1.4 |
In relation to any payment, a reference to a fair proportion is to a fair proportion of the total amount payable, determined conclusively (except as to questions of law) by the Landlord. |
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1.5 |
The expressions landlord covenant and tenant covenant each has the meaning given to it by the Landlord and Tenant (Covenants) Xxx 0000. |
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1.6 |
Unless the context otherwise requires, references to the Building, the Estate the Common Parts and the Property are to the whole and any part of them or it. |
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1.11 |
A reference to laws in general is a reference to all local, national and directly applicable supra-national laws as amended, extended or re-enacted from time to |
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time and shall include any subordinate laws made from time to time under them and all orders, notices, codes of practice and guidance made under them. |
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1.15 |
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). |
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1.19 |
Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders |
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1.20 |
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. |
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1.21 |
Where any party to this Lease for the time being comprises two or more persons obligations expressed or implied to be made by or with that party are deemed to be made by or with the persons comprising that party jointly and severally. |
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1.22 |
Provisions are to be construed independently and if any provision is void or wholly or partly unenforceable then that provision, to the extent that it is unenforceable, shall be deemed not to form part of this Lease, but the validity and enforceability of the remainder of that provision or of this Lease shall not be affected. |
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1.23 |
For so long as the Superior Landlord shall be a Crown Body any reference to the approval of the Superior Landlord not being withheld or not to be unreasonably withheld shall be deemed to include a provision to the effect that the Superior Landlord shall not be unreasonable if it withholds its consent when in all the circumstances a reasonable and prudent Crown Body or public authority would withhold its consent. |
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unreasonable if it withholds its consent when in all the circumstances a reasonable and prudent Crown Body or public authority would withhold its consent. |
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1.25 |
Reference to a fair and reasonable proportion in the context of the Service Costs, the Mandatory Services Costs and the Security Measures Costs and clause 7.2.13 means the fair and reasonable proportion of such costs as shall be calculated, in the absence of special circumstances, primarily on a comparison for the time being of the Gross Internal Area of the Property with the Gross Internal Area of the lettable areas of the Grow on Space and the Incubation Accommodation certified by the Landlord or its surveyor acting fairly and impartially. |
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1.26 |
Reference to Gross Internal Area means the gross internal area in square feet of the Property and/or the Building calculated in accordance with Part 3 of the RICS International Property Measurement Standard (IPMS). |
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2.1 |
The Landlord lets with full title guarantee the Property, the Nitrogen Gas Compound and the Gas Store to the Tenant for the Contractual Term. |
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2.2 |
The grant is made together with the ancillary rights set out in clause 3, excepting and reserving to the Landlord the rights set out in clause 4 and subject to the Third Party Rights. |
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2.3.3 |
the Mandatory Services Costs and all VAT in respect of it; |
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2.3.4 |
the Security Measures Costs and all VAT in respect of it; |
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(a) |
with or without vehicles over the carriageway of the roads within the Estate between the Building and any allocated car parking spaces and the Roadways; |
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(b) |
with or without bicycles over any cycleways within the Estate between the Property and any allocated cycle store and the Roadways. |
along such routes as may be designated by the Landlord from time to time.
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3.1.3 |
The right for the Tenant, its employees and visitors to use 25 car parking spaces in the Car Park allocated from time to time by the Landlord (it being acknowledged by the Tenant that the Landlord may allocate alternative car parking space(s) in the Car Park where it is reasonable to do so in accordance with good estate management) Provided that the Landlord may upon giving the Tenant no less than 5 Working Days' notice, suspend the right to use such allocated parking space(s) for so long as is reasonably necessary for the purposes of installing, constructing, connecting into, repairing, maintaining, re-routing or replacing any Conducting Media under or on such allocated car parking space(s) Provided Further that the Landlord shall provide the Tenant with the use of an alternative car parking space(s) within the Estate for the duration of such works. |
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(a) |
not cause any obstruction on or to the Roadway; |
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(b) |
submit to security checks at any point along the Roadway and otherwise comply with the proper security requirements of the Superior Landlord from time to time regarding access over and along the Roadway. |
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3.1.8 |
The right to use any areas designated from time to time by the Landlord for quiet recreational purposes in accordance with any regulations made by the Landlord from time to time provided that the Landlord may, at its discretion, build on any such areas in the event of which any rights as set out in this clause 3.1.8 shall cease to apply. |
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3.1.9 |
the right to use any cycle store allocated by the Landlord from time to time within the Estate for keeping bicycles belonging to the Tenant, its employees and visitors. |
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3.1.10 |
the right to use any refuse collection area including (if any) any recycling facilities allocated by the Landlord from time to time for the disposal of waste/refuse and |
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subject to compliance with regulations made by the Landlord from time to time in connection with the disposal of such waste/refuse. |
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3.1.15 |
the right to support and protection from the Common Parts to the extent that the Common Parts provide support and protection to the Property at the date of this lease. |
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3.1.16 |
the right to enter the Common Parts or any other part of the Building so far as is reasonably necessary to carry out any works to the Property required or permitted by this lease. |
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3.1.17 |
the right to install and use for the purposes of the Permitted Use plant or ducting on the external areas of the roof of the Building with the consent of the Landlord (not to be unreasonably withheld or delayed). |
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3.1.18 |
the right to use the any gas or bottle storage as may be designated by the Landlord from time to time (acting reasonably) and in accordance with any written regulations made by the Landlord and notified to the Tenant; |
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3.1.19 |
the right to erect and thereafter maintain a nitrogen tank within the Nitrogen Gas Compound; |
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3.4 |
The Tenant shall exercise the Rights (other than the Right mentioned in clause 3.1.15) only in connection with its use of the Property for the Permitted Use and in accordance with any regulations made by the Landlord as mentioned in clause 29.1. |
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3.5 |
The Tenant shall comply with all laws relating to its use of the Common Parts and the Establishment pursuant to the Rights. |
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3.7.1 |
except in case of emergency, give reasonable notice to the Landlord and any occupiers of the relevant part of the Building(s) of its intention to exercise that Right; |
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3.7.3 |
cause as little damage as possible to the Common Parts and to any property belonging to or used by the Landlord or the tenants or occupiers of any other part of the Building; |
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3.7.4 |
cause as little inconvenience as possible to the Landlord and the tenants and occupiers of any other part of the Building as is reasonably practicable; and |
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4.1.1 |
rights of light, air, support and protection to the extent those rights are capable of being enjoyed at any time during the term. |
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4.1.2 |
the right to the free and uninterrupted passage and running of Utilities through the Conducting Media which are now or that may during the Term be in, on or under the Property. |
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(a) |
use and connect into Conducting Media at (but not forming part of) the Property which are in existence at the date of this lease or which are installed or constructed during the Contractual Term; |
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(b) |
install and construct Conducting Media at the Property to serve any part of the Estate and or Establishment (whether or not such Conducting Media also serve the Property); and |
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(a) |
the Landlord to develop the Estate, and any neighbouring or adjoining property in which the Landlord acquires an interest during the term, as the Landlord may think fit; and |
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4.1.6 |
the right to attach any structure, fixture or fitting to the boundary of the Property in connection with any of the Reservations. |
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4.1.8 |
the right to re-route and replace any Conducting Media over which the Rights mentioned in clause in clause 3.1.6, clause 3.1.7 and clause 3.1.13 are exercised. |
notwithstanding that the exercise of any of the Reservations or the works carried out pursuant to them result in a reduction in the flow of light or air to the Property or the Common Parts or loss of amenity for the Property or the Common Parts
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4.2.1 |
to inspect, cleanse, repair, maintain, install, construct, connect into, re-route or replace any Conducting Media or structure relating to any of the Reservations; |
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(d) |
the interests of the Landlord and the Superior Landlord in the Property and the Building, the Estate and/or the Establishment. |
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4.5.2 |
any loss, damage, injury, nuisance or inconvenience in relation to which the law prevents the Landlord from excluding liability. |
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4.6 |
Any party exercising any of the Reservations contained in clauses 4.1.3, 4.1.7 and 4.1.8 shall only do so where necessary and shall cause as little inconvenience to the Tenant is possible and shall make good any damage caused to the Property to the reasonable satisfaction of the Tenant. |
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5.2 |
The Tenant shall allow the Landlord, the Superior Landlord and any other person authorised by the terms of the Third Party Right to enter the Property in accordance with its terms. |
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7.3 |
The open market rent may be agreed between the Landlord and the Tenant at any time before it is determined by the Surveyor. |
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7.5.5 |
if the Property or any other part of the Building or any Conducting Media serving the Property, has been destroyed or damaged, it has been fully restored; |
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7.5.6 |
no work has been carried out on the Property or any other part of the Building that has diminished the rental value of the Property; |
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7.6.1 |
any effect on rent of the fact that the Tenant or any authorised undertenant has been in occupation of the Property; |
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7.6.2 |
any goodwill attached to the Property by reason of any business carried out there by the Tenant or by any authorised undertenant or by any of its predecessors in business; |
and provided that and for the avoidance of any doubt the Parties agree that no account shall be taken of the Nitrogen Gas Compound and Gas Store when calculating the Annual Rent.
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7.7 |
The Surveyor shall be an independent valuer who is a Member or Fellow of the Royal Institution of Chartered Surveyors. The Landlord and the Tenant may, by agreement, appoint the Surveyor at any time before either of them applies to the President for the Surveyor to be appointed. Any application to the President may not be made earlier than three months before the relevant Review Date. |
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documents as the Surveyor reasonably requires for the purpose of reaching a decision. |
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7.14 |
If at any time there is a guarantor, the guarantor shall not have any right to participate in the review of the Annual Rent. |
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8.1.1 |
cleaning, maintaining, renewing and repairing the Common Parts, including all Conducting Media forming part of the Common Parts; |
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8.1.4 |
lighting the Common Parts and cleaning, maintaining, repairing and replacing lighting machinery and equipment on the Common Parts; |
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8.1.5 |
cleaning, maintaining, repairing and replacing and waste collection facilities on the Common Parts; |
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8.1.7 |
cleaning, maintaining, repairing, operating and replacing security machinery and equipment (including any closed circuit television) on the Common Parts; |
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8.1.8 |
cleaning, maintaining, repairing, operating and replacing fire prevention, detection and fighting machinery and equipment and fire alarms on the Common Parts; |
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8.1.9 |
cleaning, maintaining, repairing and replacing a signboard showing the names and logos of the tenants and other occupiers in the entrance hall of the Building; |
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8.1.11 |
maintaining and repairing the roads and cycleways within the Estate as described in clauses 3.1.1(a) and (b) |
|
|
8.1.12 |
decorating the internal areas of the Common Parts; |
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8.1.14 |
cleaning, maintaining, repairing and replacing the floor coverings on the internal areas of the Common Parts; |
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8.1.15 |
cleaning, maintaining, repairing and replacing the furniture and fittings on the Common Parts; |
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8.1.17 |
heating the internal areas of the Common Parts and cleaning, maintaining, repairing and replacing heating machinery and equipment serving the Common Parts; |
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8.1.18 |
providing air conditioning for the internal areas of the Common Parts and cleaning, maintaining, repairing and replacing air conditioning equipment serving the Common Parts; and |
|
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8.1.20 |
such security measures as the Landlord shall in its reasonable opinion regard as necessary or desirable for the protection and security of the Estate and/or the Building and/or the Property; and |
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22 |
|
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|
(b) |
the supply and removal of electricity, gas, water, sewage and other utilities to and from the Common Parts; |
|
|
(a) |
managing agents employed by the Landlord for the carrying out and provision of the Services or, where managing agents are not employed, a management fee for the same; and |
|
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8.2.5 |
any VAT payable by the Landlord in respect of any of the items mentioned above except to the extent that the Landlord obtains credit for such VAT under the Value Added Tax Xxx 0000. |
|
|
8.2.6 |
the proper fees (including VAT and disbursements) of any professional advisor which the Landlord may from time to time employ or instruct in connection of the maintenance or management of the Estate or Services including the costs properly incurred in the determination of the above fees; |
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23 |
|
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|
8.2.8 |
the properly incurred cost of preparing and of auditing accounts and certificates relating to the calculation of the Service Charge. |
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8.2.9 |
the properly incurred costs of maintaining a bank account and any interest or other charges properly incurred by the Landlord in providing funds to defray expenditure in advance of recovery of the Service Charge from the Tenant and the service charges payable by the tenants of the remainder of the Estate. |
|
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8.2.10 |
the preparation at reasonable intervals of valuations of the Building for insurance purposes. |
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8.2.11 |
the reasonable and properly incurred cost of appointing independent contractors and professionals and taking out contracts for the provision of the Services and maintenance contracts for the inspection, repair, maintenance and servicing of any apparatus, plant or equipment. |
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8.2.12 |
the reasonable and properly incurred cost of undertaking health and safety, fire risk, and energy inspections, audits and assessments in respect of the Estate and the Building. |
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8.2.14 |
There is to be excluded from the Service Costs and items comprising the Service Charge: |
|
|
(a) |
any costs in respect of works for which the Landlord holds a current warranty or guarantee against a third party to the extent that the same are recoverable and it is financially viable to do so having regard to the amount of the proposed claim and any works carried out during the defects maintenance period applicable to such works; |
|
|
(b) |
any part of the cost of the initial construction, equipping and fitting out of any part of the Estate and/or the Property and the initial provision of any of the Services or items required for such provisions; |
|
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(c) |
any costs arising in relation to the remedying of any Inherent Defects; |
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(d) |
any costs or other liability incurred in connection with any Contamination Works carried out in respect of any Excluded Contamination; and |
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(e) |
any costs incurred in cleaning, maintaining, repairing and replacing the Lifts. |
|
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24 |
|
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8.3 |
Subject to the Tenant paying the Service Charge, the Landlord shall use its reasonable endeavours: |
|
|
8.3.2 |
to provide heating and air conditioning to the internal areas of the Common Parts and the Property during such periods of the year as the Landlord considers appropriate; |
|
|
8.3.3 |
to keep the internal areas of the Common Parts clean, and to clean the outside of the windows of the Building as often as the Landlord considers appropriate; |
|
|
8.3.5 |
to supply hot and cold water, soap, paper, towels and other supplies for the lavatories and washrooms on the Common Parts; |
|
|
8.3.6 |
to provide such other Services as may from time to time be agreed between the parties (acting reasonably). |
|
|
8.5.1 |
any failure, interruption in, or disruption to, the provision of any of the Services for any reason that is outside the reasonable control of the Landlord; or |
|
|
8.5.2 |
any injury, loss or damage suffered by the Tenant as a result of any absence or insufficiency of any of the Services; or |
|
|
8.5.3 |
injury, loss or damage suffered by the Tenant as a result of any breakdown or defect in any Conducting Media or other apparatus, except where due to the negligence of the Landlord. |
|
|
25 |
|
|
|
and the remaining Rent Payment Days during the period beginning on the date of this lease and ending on the last day of the Service Charge Year. |
|
|
8.9 |
As soon as reasonably practicable after the end of each Service Charge Year, the Landlord shall prepare and send to the Tenant a certificate showing: |
|
|
(a) |
the Service Charge Cap for that Service Charge Year; |
|
|
(b) |
the Service Costs and the Service Charge for that Service Charge Year provided that if the Service Charge exceeds the Service Charge Cap for that Service Charge Year the certificate shall also specify the amount actually payable by the Tenant in accordance with clause 8.11. |
|
|
8.12 |
The Service Charge Cap shall be reviewed on each Service Charge Cap Review Date to the Indexed Service Charge Cap. If there is any change to the methods used to compile the RPI, including any change to the items from which the All Items index of the RPI is compiled, or if the reference base used to compile the RPI changes the calculation of the Indexed Service Change Cap shall be made taking into account the effect of this change. |
|
|
8.13 |
The Indexed Service Charge Cap shall be determined at the Service Charge Cap Review Date by multiplying the Service Charge Cap by the All Items index value of the RPI for the month before the month in which the Service Charge Cap Review Date falls then dividing the product by the All Items index value of the RPI for the Base RPI Month. |
|
|
8.14 |
Without prejudice to the foregoing there shall be no Service Charge Cap after the third anniversary of this Lease and for the avoidance of doubt clauses 8.6, 8.7, 8.9 and 8.11 shall from that date be read and construed as if they contained no reference to a Service Charge Cap. Clauses 8.12 and 8.13 shall cease to apply. |
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|
8.15 |
The restriction of the amount of Service Charge and the estimated Service Charge payable by the Tenant shall have no effect in respect of, and is without prejudice to, any other sums payable by the Tenant under this lease. |
|
|
8.16 |
The Landlord may in its reasonable discretion from time to time withhold, add to, extend or vary the Services or any of them if the Landlord reasonably deems it |
|
|
26 |
|
|
|
necessary or desirable to do so for the more efficient management of the Building or the Estate (as appropriate). |
|
|
8.17 |
If at any time during the Term (and on more than one occasion):- |
|
|
8.17.1 |
the total property enjoying or capable of enjoying the benefit of any of the Services is varied on a permanent basis; or |
|
|
8.17.2 |
if it is otherwise equitable to do so |
|
the Tenant's Proportion may at the instigation of the Landlord be varied with effect from the end of the then current Service Charge Period. |
|
|
9.1 |
Subject to the Tenant paying the Mandatory Services Costs and the Security Measures Costs the Landlord shall use all reasonable endeavours to enforce the covenants on the part of the Superior Landlord under the Superior Lease to provide the Mandatory Services and Security Measures. |
|
|
9.2 |
The Tenant shall pay to the Landlord within ten (10) Working Days of demand the following: |
|
|
9.2.1 |
the Mandatory Services Costs; and |
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|
9.2.2 |
the Security Measures Costs |
|
10 |
Insurance |
|
|
10.2.1 |
any exclusions, limitations, excesses and conditions that may be imposed by the insurers; and |
|
|
10.2.2 |
insurance being available in the London insurance market on reasonable terms acceptable to the Landlord. |
|
|
10.3.2 |
any amount that is deducted or disallowed by the insurers pursuant to any excess provision in the insurance policy; and |
|
|
10.3.3 |
The Tenant’s Proportion of any costs that the Landlord incurs in obtaining a valuation of the Building for insurance purposes. |
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27 |
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|
10.4.3 |
comply at all times with the requirements and recommendations of the insurers and the appropriate fire authority relating to the Property and the use by the Tenant of the Common Parts |
|
|
10.4.4 |
comply at all times with the reasonable requirements of the Superior Landlord in relation to fire precautions affecting the Estate and the Establishment; |
|
|
10.4.5 |
give the Landlord notice as soon as reasonably practicable of the occurrence of any damage or loss relating to the Property arising from an Insured Risk; |
|
|
10.5.3 |
repair or rebuild the Building after a notice has been served pursuant to clause 10.7 or clause 10.8. |
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|
28 |
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|
|
omission of the Tenant, any undertenant or their respective workers, contractors or agents or any other person on the Property, the Nitrogen Gas Compound or Gas Store or the rest of the Estate with the actual or implied authority of any of them, payment of the Annual Rent, or a fair proportion of it according to the nature and extent of the damage, shall be suspended until the Property has been reinstated and made fit for occupation and use or the Common Parts have been reinstated so as to make the Property accessible or useable (as the case may be), or until the end of one year from the date of damage or destruction, if sooner. |
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|
10.9 |
If the Property shall be destroyed or damaged by Uninsured Risk so as to render the Property unfit for occupation and/or use and/or inaccessible the Landlord shall within 6 months of such event give written notice to the Tenant indicating whether or not the Landlord intends to reinstate the Property |
|
|
10.10 |
If the Landlord intends to reinstate the Property or the relevant part thereof then subject to the Landlord obtaining any necessary consent (which the Landlord shall use all reasonable endeavours to obtain) the Landlord shall reinstate the Property so damaged or destroyed by the Uninsured Risk as quickly as may be reasonably practicable at its own expense |
|
|
10.11 |
If the Landlord serves written notice upon the Tenant indicating that the Landlord does not intend to reinstate as aforesaid this lease shall forthwith determine without prejudice to any claim by either party against the other in respect of any antecedent breach of covenant |
|
|
10.12 |
If the Landlord shall fail to give notice to the Tenant the Tenant may at any time after the expiry of the period of 6 months following the damage or destruction by the Uninsured Risk (but before the Landlord gives notice indicating that it intends to reinstate) forthwith determine this lease by written notice given to the Landlord but without prejudice to any claim by either party against the other in respect of an antecedent breach of covenant |
|
|
11.1 |
The Tenant shall pay all present and future rates, taxes and other impositions and outgoings payable in respect of the Property, its use and any works carried out there, except: |
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|
29 |
|
|
|
11.1.2 |
any taxes payable by the Superior Landlord in connection with any dealing with or disposition of the reversion to the Superior Lease; or |
|
|
11.4 |
Other than such application to be made by the Tenant pursuant to clause 11.3 the Tenant shall not make any proposal to alter the rateable value of the Property or that value as it appears on any draft rating list, without the approval of the Landlord and the Superior Landlord. |
|
|
12.2 |
If any of those costs, charges or expenses are payable in relation to the Property together with other property, the Tenant shall pay a fair proportion of all those costs. |
|
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12.3 |
The Tenant shall comply with all laws and with any recommendations of the relevant suppliers relating to the use of those services and utilities. |
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|
30 |
|
|
|
Landlord or other person, except to the extent that the Landlord or other person obtains credit for such VAT under the Value Added Tax Xxx 0000. |
|
|
15.1.3 |
serving any notice in connection with this lease under section 17 of the Landlord and Tenant (Covenants) Xxx 0000; |
|
|
15.1.4 |
the preparation and service of a schedule of dilapidations in connection with this lease served during or no later than six months after the end of the term; or |
|
|
(b) |
the Superior Lease, where the consent of the Superior Landlord is required under this Lease, whether or not it is granted. |
|
|
16.1 |
The Annual Rent and all other amounts due under this lease shall be paid by the Tenant or any guarantor (as the case may be) in full without any set-off, |
|
|
31 |
|
|
|
counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). |
|
|
18.1.1 |
the Landlord (such consent not to be unreasonably withheld or delayed}; and |
|
|
18.1.2 |
the Superior Landlord in accordance with clause 18.3. |
|
|
18.3.1 |
The Tenant shall give to the Superior Landlord written notice (the Notice) of the Tenant's intention to assign this lease not less than 15 Working Days prior to the date of the proposed assignment. The Notice shall include full details of the name, registered office and business address for the proposed assignee, together with details of the property to be assigned, rent payable and any rent free period or other inducements to be allowed to the proposed assignee. |
|
|
18.3.2 |
The Tenant shall provide promptly such further information regarding the identity and status of the proposed assignee as the Superior Landlord may reasonably require. |
|
|
18.3.3 |
For so long as the Superior Landlord shall be a Crown Body it may within fifteen Working Days of receipt of the Notice serve written notice (the Counter Notice) on the Tenant objecting to the proposed assignment for one or more of the reasons listed in clause 44.10 provided always that any such Counter Notice shall be signed by an authorised signatory for the Superior Landlord. |
|
|
18.3.4 |
If the Superior Landlord shall serve the Counter Notice the Tenant shall not assign this lease to the proposed assignee. |
|
|
18.3.5 |
If the Superior Landlord shall not serve a Counter Notice then the consent of the Superior Landlord shall be deemed to have been obtained to the assignment proposed in the Notice Provided that if there is any variation to the details of the proposed assignment (including the details of the proposed assignee) then the Tenant must comply again with the provisions of this clause 18.3. |
|
|
18.4 |
In respect of the consent of the Landlord, the Landlord and the Tenant agree that for the purposes of section 19(1A) of the Landlord and Xxxxxx Xxx 0000 the Landlord may give its consent to an assignment subject to all or any of the following conditions: |
|
|
32 |
|
|
|
(d) |
requires (in the event of a disclaimer of this lease) the assignor to enter into a new tenancy for a term equal to the unexpired residue of the Contractual Term; and |
|
|
18.5.1 |
the Annual Rent or any other money due under this lease is outstanding or there is a material breach of covenant by the Tenant that has not been remedied; or |
|
|
18.5.2 |
in the Landlord's reasonable opinion the assignee is not of sufficient financial standing to enable it to comply with the Tenant's covenants and conditions contained in this lease; or |
|
|
18.5.3 |
the assignee and the Tenant are group companies within the meaning of section 42 of the LTA 1954; |
|
|
18.5.4 |
the Tenant has not complied with clause 18.3; |
|
|
18.5.5 |
the Superior Landlord has served a Counter Notice on the Tenant pursuant to clause 18.3. |
|
|
19.3.1 |
the Landlord (such consent not to be unreasonably withheld or delayed); and |
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|
33 |
|
|
|
19.4.1 |
The Tenant shall give to the Superior Landlord written notice (the Notice) of the Tenant's intention to grant a sublease not less than 15 Working Days prior to the date of the grant of the proposed sublease. The Notice shall include full details of the name, registered office and business address for the proposed subtenant, together with details of the property to be sublet, rent payable and any rent free period or other inducements to be allowed to the proposed subtenant. |
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|
19.4.2 |
The Tenant shall provide promptly such further information regarding the identity and status of the proposed subtenant as the Superior Landlord may reasonably require. |
|
|
19.4.3 |
For so long as the Superior Landlord shall be a Crown Body it may within fifteen Working Days of receipt of the Notice serve written notice (the Counter Notice) on the Tenant objecting to the proposed sublease for one or more of the reasons listed in clause 44.10 provided always that any such Counter Notice shall be signed by an authorised signatory for the Superior Landlord. |
|
|
19.4.4 |
If the Superior Landlord shall serve the Counter Notice the Tenant shall not grant the proposed sublease and the Superior Landlord shall be deemed to have refused its consent. |
|
|
19.4.5 |
If the Superior Landlord shall not serve a Counter Notice then the consent of the Superior Landlord shall be deemed to have been obtained to the sublease proposed in the Notice Provided that if there is any variation to the details of the proposed sublease (including the details of the proposed subtenant) then the Tenant must comply again with the provisions of this clause 19.4. |
|
|
19.5 |
The Tenant shall not underlet the Property: |
|
|
19.5.1 |
together with any property or any right over property that is not included within this lease; |
|
|
19.5.3 |
allowing any rent free period to the undertenant that exceeds the period as is then usual in the open market in respect of such a letting. |
|
|
19.6 |
The Tenant shall not underlet the Property unless, before the underlease is granted, the Tenant has given the Landlord: |
|
|
19.6.1 |
a certified copy of the notice served on the undertenant, as required by section 38A(3)(a) of the LTA 1954, applying to the tenancy to be created by the underlease; and |
|
|
19.6.2 |
a certified copy of the declaration or statutory declaration made by the undertenant in accordance with the requirements of section 38A(3)(b) of the LTA 1954. |
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|
34 |
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|
|
19.7.1 |
an agreement between the Tenant and the undertenant that the provisions of sections 24 to 28 of the LTA 1954 are excluded from applying to the tenancy created by the underlease; |
|
|
19.7.3 |
provisions for the review of rent at the same dates and on the same basis as the review of rent in this lease, unless the term of the underlease does not extend beyond the next Review Date; |
|
|
19.7.4 |
a covenant by the undertenant, enforceable by and expressed to be enforceable by the Landlord (as superior landlord at the date of grant) and the Superior Landlord and their respective successors in title in their own right, to observe and perform the tenant covenants in the underlease and any document that is supplemental or collateral to it and the tenant covenants in this lease, except the covenants to pay the rents reserved by this lease; |
|
|
19.7.5 |
provisions requiring the consent of the Landlord to be obtained in respect of any matter for which the consent of the Landlord is required under this lease; and |
|
|
19.7.6 |
provisions requiring the consent of the Superior Landlord to be obtained in respect of any matter for which the consent of the Superior Landlord is required under this lease |
and shall otherwise be consistent with and include tenant covenants no less onerous (other than as to the Annual Rent) than those in this lease and in a form approved by the Landlord, such approval not to be unreasonably withheld.
|
|
19.8 |
In relation to any underlease granted by the Tenant, the Tenant shall: |
|
|
19.8.1 |
not vary the terms of the underlease without the consent of the Landlord such consent not to be unreasonably withheld or delayed and without limitation to any other reasons or grounds the Landlord and Tenant agree that the Landlord may withhold its consent where any proposed variation would be in breach of the Superior Lease and/or any regulations made by the Superior Landlord under the terms of the Superior Lease. |
|
|
19.8.2 |
nor accept a surrender of the underlease without the consent of the Landlord, such consent not to be unreasonably withheld or delayed; |
|
|
19.8.3 |
enforce the tenant covenants in the underlease and not waive any of them nor allow any reduction in the rent payable under the underlease; and |
|
|
19.8.4 |
ensure that in relation to any rent review the revised rent is not agreed without the approval of the Landlord, such approval not to be unreasonably withheld or delayed. |
|
|
35 |
|
|
|
of a dealing permitted by this lease at HM Land Registry or by reason only of joint legal ownership). |
|
|
20.1.2 |
The Tenant may share occupation of the Property with any company that is a member of the same group (within the meaning of section 42 of the Landlord and Tenant Act 1954) as the Tenant for so long as that company remains within that group and provided that no relationship of landlord and tenant is established by that arrangement. |
|
|
21.1.1 |
any dealing with this lease or the devolution or transmission of, or parting with possession of any interest in it; or |
|
|
21.3.1 |
give notice of the Transaction to the Landlord's solicitors and to the Superior Landlord's solicitors; |
|
|
21.3.2 |
deliver four certified copies of any document effecting the Transaction to the Landlord’s solicitors and to the Superior Landlord's solicitors; |
|
|
21.3.4 |
deliver to the Landlord's solicitors a copy of any Energy Performance Certificate and Recommendation Report issued as a result of the Transaction. |
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|
36 |
|
|
|
23.3 |
The Tenant shall not be liable to repair the Property to the extent that any disrepair has been caused by an Insured Risk or an Uninsured Risk, unless and to the extent that: |
|
|
23.4 |
The Tenant shall bear the whole expense of any repair to any part of the Building or the Estate or the Establishment made necessary by the act, negligence or default of the Tenant or its employees, agents, licensees or visitors except to the extent that the Landlord receives insurance monies in respect of such repair including (without prejudice to the generality of the foregoing) any damage or interference with any aerials and services of the Estate such costs to be paid to the Landlord (or if applicable) the Superior Landlord, within 5 Working Days of written demand. |
|
|
24.1 |
The Tenant shall decorate the inside of the Property as often as is reasonably necessary and also in the last three months before the end of the term (however it ends). |
|
|
25.2 |
The Tenant shall not make any non-structural alteration to the Property, the Nitrogen Gas Compound or the Gas Store without the consent of the Landlord, such consent not to be unreasonably withheld or delayed. |
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|
37 |
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25.5 |
The Tenant shall allow the Landlord or the Superior Landlord to fix to and keep at the Property any sale or re-letting board as the Landlord or Superior Landlord reasonably requires. |
|
|
26.1 |
Within 28 days of receiving written notice from the Landlord or the Superior Landlord specifying the nature of the interference or affect, the Tenant must modify, alter or remove any Aerials that the Landlord or the Superior Landlord acting reasonably considers are causing interference to or are materially adversely affecting the telecommunications or computer or electronic systems installed within the Estate or the Establishment from time to time. |
|
27 |
Returning the Property to the Landlord |
|
|
27.1 |
At the end of the term the Tenant shall return the Property, the Nitrogen Gas Compound and the Gas Store to the Landlord in the repair and condition required by this lease. |
|
|
27.3 |
At the end of the term, the Tenant shall remove from the Property all chattels belonging to or used by it. |
|
|
38 |
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|
|
28.2.2 |
use or permit the Property, the Nitrogen Gas Compound or the Gas Store to be used for the keeping or storage of live or dead animals; |
|
|
28.2.3 |
use the Property for any public or political meeting nor for any dangerous, noisy, noxious or offensive trade, business or occupation nor for any illegal or immoral purpose nor for residential or sleeping purposes; |
|
|
28.2.4 |
conduct on the Property any gambling, betting or gaming and shall not play or use equipment or apparatus of any description in such a manner as to be audible outside of the Property; |
|
|
28.2.5 |
hold any auction on the Property; |
|
|
28.2.6 |
invite the public generally or a specified section of it to come to the Property except with the prior written consent of both the Landlord and the Superior Landlord such consent not to be unreasonably withheld or delayed where the Superior Landlord is satisfied that access by the public will not adversely affect the security of the Establishment or anyone or anything on or in them; |
|
|
28.2.7 |
bring on to or keep on the Property anything which is likely to increase the risk of damage or destruction to the Establishment provided that anything properly and reasonably brought onto or kept on the Property in connection with the Permitted User shall not be a breach of this clause where the same is kept and used in a reasonable manner and in compliance with the requirements of all relevant competent authorities; |
|
|
28.2.8 |
do or omit to do in relation to the Property, the Nitrogen Gas Compound or the Gas Store their use or occupation anything by reason of which the Landlord and/or Superior Landlord may incur any liability for costs, damages, compensation or other penalty whatsoever save that the use of the Property for the Permitted Use in full compliance with the terms of this Lease shall not be a breach of this clause; |
|
|
28.2.9 |
park any vehicle of whatever description onto any part of the Estate or Establishment other than in any allocated parking spaces within the Car Park (if any); |
|
|
28.2.10 |
obstruct or load and/or unload goods onto any part of the Estate or Establishment other than in designated loading bays within the Estate; |
|
|
28.2.11 |
overload any Conducting Media or discharge into any Conducting Media any noxious or deleterious effluent, fluid or substance or any substance which might cause an obstruction, or which is likely to be or become a source of danger, or which might cause damage or injury to any person or be deleterious to health, or which is likely to harm the Property, the Nitrogen Gas Compound or Gas Store or any adjoining property including the Estate and the Establishment or any Conducting Media |
|
|
28.3 |
The Tenant shall not use the Property for any illegal purpose nor for any purpose or in a manner that would cause loss, damage, injury, nuisance or inconvenience to the Landlord, the other tenants or occupiers of the Building, the Superior Landlord or any owner or occupier of neighbouring property. |
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39 |
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28.4 |
The Tenant shall not overload any structural part of the Building nor any Conducting Media at or serving the Property. |
|
|
28.5 |
For so long as the Superior Landlord or the Landlord shall be Crown Body the Tenant shall not object to or encourage, promote or support objections or representations made by or on behalf of any third party nor join with any other party to object to any planning application made by the Superior Landlord or the Landlord in respect of the Establishment. |
|
|
28.6 |
The Tenant must comply with all applicable military byelaws, local standing orders, directions and security arrangements made by the Superior Landlord or the Landlord and (save in an emergency) notified to the Tenant in writing and relating to: |
|
|
28.6.1 |
access to and egress from the Property, the Nitrogen Gas Compound or Gas Store whether over and along the Roadway or by any other route over the Establishment; |
|
|
28.6.2 |
the laying, maintenance, repair, renewal or alteration of Conducting Media laid over, on or through the Establishment or the supply of Services through the Conducting Media; |
|
|
28.6.3 |
the Security Measures; |
|
|
28.6.4 |
issues of national security affecting the Establishment. |
|
|
29.2 |
Nothing in this lease shall impose or be deemed to impose any restriction on the use by the Landlord of any other part of the Building or any neighbouring property. |
|
|
30.1 |
The Tenant shall not cause any Contamination or permit any Contamination other than (if any) the Excluded Contamination. |
|
|
30.2.1 |
obtain all necessary licences, permits, consents or approvals (“Permit”) from any competent authority lawfully required pursuant to Environmental Law for the presence or activities of the Tenant on the Property, the Nitrogen Gas Compound or Gas Store; |
|
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30.2.2 |
not less than ten (10) Working Days before making any application for a Permit submit a copy of the application to the Landlord and the Superior Landlord; |
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30.2.3 |
provide the Landlord and Superior Landlord promptly with a copy of any Permit granted pursuant to an application made under clause 30.2.2; |
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40 |
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30.2.4 |
not implement any Permit if it contains conditions or provisions that will require the Superior Landlord or any owners or occupiers of the Property, the Nitrogen Gas Compound or Gas Store to; |
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(a) |
carry out remedial or other works on the Property, the Nitrogen Gas Compound or Gas Store after the end of the Term; or |
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(b) |
procure or obtain a release of conditions or provisions attaching to the Permit. |
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30.2.5 |
not implement any Permit before giving a copy of the same to the Landlord and the Superior Landlord. |
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30.3.1 |
notify the Landlord and the Superior Landlord as soon as practicable after the Tenant becomes aware of any: |
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(a) |
breach or material non-compliance by it with Environmental Law in relation to the Property, the Nitrogen Gas Compound or Gas Store and/or the Permitted Use; or |
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(b) |
Excluded Contamination. |
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30.3.2 |
provide the Landlord and the Superior Landlord promptly with full details of any Contamination of the Property caused by or arising from the Permitted Use together with copies of all subsequent notices, directions, reports, correspondence or other information concerning such incident of Contamination. |
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30.3.3 |
carry out all Contamination Works in respect of the Contamination of the Property promptly at the Tenant's sole expense and in accordance with the lawful requirements of all competent authorities and the reasonable requirements of the Landlord and the Superior Landlord. |
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30.4 |
Save for clause 30.3.1 the provisions of clauses 30.2 and 30.3 shall not apply to Excluded Contamination. |
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31 |
Excluded Contamination |
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31.1 |
In this clause the following definitions apply: |
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31.1.1 |
"Event" means the discovery of Excluded Contamination the subject of a Tenant's Notice (pursuant to clause 30.3.1(a)) or a Landlord Notice (pursuant to clause 31.3) as the case may be. |
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31.2 |
If a Landlord's Notice is served on the Tenant then the Landlord shall provide the Tenant with copies of any reports that it receives from the Superior Landlord in respect of the Event. |
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41 |
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31.4.1 |
investigation and monitoring of an Event including the carrying out of all enquiries, surveys, inspections, and assessments; |
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31.4.2 |
carrying out of the relevant Contamination Works. |
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31.6 |
The proportion of the Annual Rent suspended and the period of the suspension pursuant to clause 31.5 shall be determined by the Surveyor. |
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31.7 |
If following an Event the Superior Landlord is lawfully precluded by a competent authority from commencing or completing the Contamination Works so that the Property is incapable of lawful occupation or use by the Tenant for the Permitted Use then the Tenant may at any time thereafter until it shall again be lawful for the Superior Landlord to commence or complete the relevant Contamination Works, carry out one of the following: |
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31.7.1 |
where the whole of the Property is incapable of lawful occupation or use for the Permitted Use the Tenant may give notice to the Landlord to determine this Lease; or |
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31.7.2 |
where only part of the Property is incapable of lawful occupation or use for the Permitted Use ("the Affected Part") to; |
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(b) |
serve notice to suspend the operation of the covenants on the part of the Tenant in this Lease (other than clause 18, clause 19, clause 20 and clause 21) in respect of an Affected Part until it shall again be lawful for the Tenant to occupy the same but to the extent only that any breach of the covenants on the part of the tenant in this Lease during the period of such suspension shall not be due to the acts, neglects or defaults of the Tenant or the Tenant's Personnel committed prior to service of such notice and Provided Further that: |
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42 |
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(i) |
neither the Tenant nor the Xxxxxxx'x Personnel shall enter upon or occupy the Affected Part during the period of such suspension; and |
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(ii) |
the period of such suspension shall cease on the date that it shall again be lawful for the Tenant to occupy the Affected Part for the Permitted Use. |
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31.8 |
If the Tenant serves a valid notice on the Landlord in accordance with clause 31.7.2(a) then as soon as reasonably practical following the partial determination of the Lease the Landlord and the Tenant shall enter into a deed of grant in such form as the Landlord and the Tenant shall agree (acting reasonably) granting and/or reserving (in so far as it shall be lawful to do so) such rights and easements over the remainder of the Estate or the Affected Part (as the case may be) as shall be required by the Landlord and/or the Tenant on the basis that such rights and easements shall relate only to access (including access for repairs, maintenance and inspection) or the use of Conducting Media for the supply of Utilities. |
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32 |
Compliance with laws |
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32.1.1 |
the Property, the Nitrogen Gas Compound and Gas Store and the occupation and use of the Property, the Nitrogen Gas Compound and Gas Store by the Tenant; |
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32.1.4 |
all materials kept at or disposed from the Property, the Nitrogen Gas Compound and Gas Store. |
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43 |
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and shall at the request and cost of the Superior Landlord join with the Superior Landlord in making such objections or representations regarding the Notice as the Superior Landlord requires acting reasonably. |
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32.5 |
Where the Notice, lawfully requires works to be carried out, the Tenant shall, so far as the same apply to the Tenant and the relevant Enactment (if any) permits, also comply with the provisions of this Lease in relation to such works. |
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32.6 |
The Tenant shall comply with its obligations under the CDM Regulations, including all requirements in relation to the provision and maintenance of a health and safety file. The Tenant shall maintain the health and safety file for the Property, the Nitrogen Gas Compound and Gas Store in accordance with the CDM Regulations and shall give it to the Landlord at the end of the term. |
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32.7 |
The Tenant shall supply all information to the Landlord that the Landlord reasonably requires from time to time to comply with its obligations under the CDM Regulations. |
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32.10 |
Nothing in this clause shall require the Tenant to carry out any Contamination Works in respect of any Excluded Contamination and nor will the Tenant be in breach of this clause due to the presence of any Excluded Contamination. |
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33.2 |
The Tenant shall not commission an Energy Performance Certificate for the Property without the Landlord's consent such consent not to be unreasonably withheld. |
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44 |
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34.1 |
The Tenant shall not grant any right or licence over the Property, the Nitrogen Gas Compound and Gas Store to a third party. |
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34.2.1 |
immediately inform the Landlord and shall give the Landlord notice of that encroachment or action; and |
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34.2.2 |
take all steps (including any proceedings) the Landlord reasonably requires to prevent or license the continuation of that encroachment or action. |
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34.5.1 |
as soon as reasonably practicable inform the Landlord and shall give the Landlord notice of that action; and |
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34.5.2 |
take all steps (including proceedings) the Landlord reasonably requires to prevent or secure the removal of the obstruction. |
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45 |
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35.4 |
Any action taken by the Landlord pursuant to this clause shall be without prejudice to the Landlord’s other rights, including those under clause 40. |
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36.2 |
If the Superior Landlord or the Landlord is a Crown Body the Superior Landlord or the Landlord (as applicable) shall be at liberty to settle as the Superior Landlord or the Landlord (as applicable) may reasonably think fit (after consultation with the Tenant) any actions, proceedings, costs, claims, demands and liabilities under clause 36.1 by payment of such sum or sums as (in the Superior Landlord or the Landlord's (as applicable) discretion) the Superior Landlord or the Landlord (as applicable) may consider reasonable Provided that the Tenant shall not be required to pay by way of indemnity any sum greater than that which would be reasonably payable in settlement having regard to the circumstances of the case (it being agreed that an amount ascertainable under any statute, order, regulation, instruction, warrant or other Government provision is a sum reasonably so payable) and in particular where the payment is legally enforceable (for the damages which might be recoverable at common law). |
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36.3 |
The Superior Landlord or the Landlord (as applicable) may at its discretion after giving reasonable notice in writing to the Tenant (and the Tenant not objecting in writing thereto within fifteen (15) Working Days after the service of such notice) |
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46 |
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complies with the Superior Landlord's Covenants during such period as the Superior Lease subsists and, if reasonable, the Landlord may require that the Tenant pay it reasonable security in advance in respect of anticipated costs for enforcing such compliance. |
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38.4 |
The Landlord shall, if reasonably requested by the Tenant to do so and where it is in the interests of good estate management, enforce the covenants of the other tenants in the Building. |
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38.5 |
The Landlord shall, at its own cost and as soon as reasonably practicable, repair and remedy any disrepair as a result of an Inherent Defect. |
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39.3 |
Clause 39.2 shall not apply in the case of a person who is guarantor by reason of having entered into an authorised guarantee agreement. |
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40.1 |
The Landlord may re-enter the Property (or any part of the Property in the name of the whole) at any time after any of the following occurs: |
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40.1.1 |
the Annual Rent is unpaid 21 days after becoming payable whether it has been formally demanded or not; |
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40.1.2 |
any rents (other than the Annual Rent) are unpaid 21 days after becoming due provided that and for the avoidance of doubt such rents (other than the Annual Rent) shall not become ‘due’ until properly demanded with an invoice addressed to the Tenant; |
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40.3 |
In this clause a material breach means a breach (including an anticipatory breach) which is not minimal or trivial in its consequences to the Landlord. In deciding |
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47 |
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whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding. |
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48 |
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44.1 |
Except where this lease specifically states that a notice need not be in writing, any notice given under or in connection with this lease (including any obligation to notify) shall be: |
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44.1.2 |
given: |
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(i) |
the party's registered office address (if the party is a company); or (if the party is not a company) at the party's principal place of business; or |
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(ii) |
(in the case of the Tenant only) the Property; |
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(iii) |
During any time when the Landlord is Wiltshire Council the address for service of the Landlord is the Solicitor to the Council, Wiltshire Council Legal Services, County Hall, Xxxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxxx XX00 0XX or such other address in England and Wales as the Landlord may from time to time notify to the Tenant in writing; |
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(iv) |
During any time when the Superior Landlord then the address for service of the Superior Landlord is the Secretary of State for Defence, Head of Estates, Building 106, DSTL Xxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxx, XX0 0XX or such other address in England and Wales as the Superior Landlord may from time to time notify in writing (and the Tenant shall be deemed to be notified of any change in address if the Landlord informs the Tenant of any notification of change of address that it has been provided by the Superior Landlord in writing). |
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44.2 |
If a notice complies with clause 44.1, whether or not this lease requires that notice to be in writing, it shall be deemed to have been received: |
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44.2.2 |
if sent by pre-paid first-class post or other next Working Day delivery service, on the second Working Day after posting. |
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44.3 |
This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. |
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44.4 |
Section 196 of the Law of Property Act 1925 shall otherwise apply to notices given under this lease. |
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44.5 |
Where the consent of the Landlord is required under this lease, a consent shall only be valid if it is given by deed, unless: |
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44.5.1 |
it is given in writing and signed by the Landlord or a person duly authorised on its behalf; and |
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49 |
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44.5.2 |
it expressly states that the Landlord waives the requirement for a deed in that particular case. |
If a waiver is given, it shall not affect the requirement for a deed for any other consent.
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44.6 |
Where the approval of the Landlord is required under this lease, an approval shall only be valid if it is in writing and signed by or on behalf of the Landlord, unless: |
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(a) |
of National security: |
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(b) |
the security of that part of the Establishment operated by or on behalf of the Superior Landlord for the purpose of uses similar to the Permitted User; |
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44.10.2 |
Refusal of consent pursuant to clause 44.10.1 shall be signed by an authorised signatory on behalf of the Superior Landlord. |
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45.1 |
For so long as the Superior Landlord shall be a Crown Body or the Landlord shall be a Public Body nothing contained in the Lease shall be construed or be deemed to have or take effect to restrict in any way or otherwise prejudicially affect the application or exercise either by the Superior Landlord of any Crown privilege or exemption enjoyed by the Superior Landlord or by the Landlord of any statutory function exercisable by the Landlord |
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50 |
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46.1 |
This lease and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. |
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47.1 |
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this lease or its subject matter or formation (including non-contractual disputes or claims). |
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48.1.2 |
Xxxxxxxxxxx Xxxxxx Yea who was duly authorised by the Tenant to do so made a declaration dated 23rd March 2018 in accordance with the requirements of section 38A(3)(b) of the LTA 1954 . |
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48.2 |
The parties agree that the provisions of sections 24 to 28 of the LTA 1954 are excluded in relation to the tenancy created by this lease. |
Save for the Superior Landlord, a person who is not a party to this lease shall not have any rights under the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of this lease.
|
50 |
Local authority landlord's capacity and powers |
|
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50.1 |
The Landlord enters into this agreement for lease solely in its capacity as a landlord in respect of the Property, the Nitrogen Gas Compound and Gas Store and not in any other capacity. Nothing in this agreement for lease shall restrict the Landlord's powers or rights as a local authority, local planning authority or statutory body to perform any of its statutory functions. |
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51 |
Break Clause |
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|
51.1 |
In this Clause the following expressions have the following meanings |
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51.1.1 |
Break Date: any date on or after 30th April 2021 which may be specified in a Break Notice. |
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51.1.2 |
Break Notice: written notice to terminate this lease on the Break Date specifying the Break Date. |
|
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51.2 |
The Tenant may terminate this lease by serving a Break Notice on the Landlord at least 12 (twelve) months before the relevant Break Date. |
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51 |
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51.4 |
Termination of this lease on the Break Date shall not affect any other right or remedy that either party may have in relation to any earlier breach of this lease. |
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51.5 |
If this lease terminates in accordance with clause 51.3 then: |
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|
51.5.1 |
within 14 days after the Break Date, the Landlord shall refund to the Tenant the proportion of the Annual Rent, and any VAT paid in respect of it, for the period from and excluding the Break Date up to and excluding the next Rent Payment Date, calculated on a daily basis; and |
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51.5.2 |
within 14 days after the end of the Service Charge Year, the Landlord shall refund to the Tenant the proportion of the Service Charge and any VAT paid in respect of it, for the period from and excluding the relevant Break Date up to and excluding the next Rent Payment Date, calculated on a daily basis Provided that the refund (if any) shall be calculated on the actual Service Charge for the relevant Service Charge Year following the reconciliation of the estimated Service Charge and the actual Service Charge for the relevant Service Charge Year Provided Further that no refund shall be made in respect of any Service Charge paid pursuant to clause 8.2.13. |
This lease has been entered into on the date stated at the beginning of it.
|
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52 |
|
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(a) |
to pay any of the rents reserved by this lease or any failure to observe or perform any of the tenant covenants of this lease; or |
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(b) |
to observe or perform any of the obligations the Tenant enters into in the Authorised Guarantee Agreement. |
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2.2 |
The liability of the Guarantor shall not be reduced, discharged or otherwise adversely affected by: |
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53 |
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|
perform the tenant covenants of the lease (or the Tenant’s obligations under the Authorised Guarantee Agreement) including the release of any such security; or |
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|
(f) |
a release or compromise of the liability of any one of the persons who is the Guarantor, or the grant of any time or concession to any one of them; or |
|
|
(i) |
without prejudice to paragraph 4, the disclaimer of the Tenant's liability under this lease or the forfeiture of this lease; or |
by any other act or omission except an express written release under seal of the Guarantor by the Landlord.
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2.4 |
Any sum payable by the Guarantor shall be paid without any deduction, set-off or counter-claim against the Landlord or the Tenant. |
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54 |
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4.2 |
The rights and obligations under the new lease shall take effect beginning on the date of the forfeiture or disclaimer and the new lease shall: |
|
|
(b) |
be for a term that expires at the same date as the end of the Contractual Term of this lease had there been no forfeiture or disclaimer; |
|
|
5.1 |
If at the date of the forfeiture or disclaimer there is a rent review pending under this lease, then the initial annual rent to be reserved by the new lease shall be the greater of: |
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55 |
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(b) |
the open market rent of the Property at the relevant Review Date, as determined by the Landlord and agreed by the Superior Landlord before the grant of the new lease. |
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56 |
|
EXECUTED as a DEED by)
affixing the Common Seal)
of WILTSHIRE COUNCIL)
in the presence of:)
)
EXECUTED as a DEED by)
KALVISTA PHARMACEUTICALS LIMITED)
acting by)……………………………
, a director, in the presence of: -)
)
……………………………
witness signature
……………………………
witness name
……………………………
……………………………
……………………………
witness address
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57 |
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58 |
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