Exhibit 10.12
DATED 7th March 1996
ORTEM DEVELOPMENTS LIMITED
and
CLINTRIALS RESEARCH LIMITED
L E A S E
of
the Third Floor of Kings Chase
000 Xxxx Xxxxxx Xxxxxxxxxx Xxxxxxxxx
XXXXXXX XXXXX
Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Tel: 0000-000 0000
Telex: 886633
Fax: 0000-000 0000
Ref: 50/P291
LE30505736100495
TABLE OF CONTENTS
PAGE
1. DEFINITIONS............................................................ 1
2. INTERPRETATION......................................................... 8
3. DEMISE AND RENTS....................................................... 9
4. TENANT'S COVENANTS..................................................... 10
5. LANDLORD'S COVENANTS................................................... 29
6. SERVICE COST ACCOUNTING AND VARIATIONS................................. 31
7. PROVISOS............................................................... 32
SCHEDULE 1 The Premises.................................................... 39
SCHEDULE 2 Easements and rights granted.................................... 40
SCHEDULE 3 Exceptions and reservations..................................... 41
SCHEDULE 4 The first reserved rent and the review thereof.................. 42
SCHEDULE 5 Services........................................................ 46
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THIS LEASE made the 7th day of March One thousand nine hundred and ninety-six
BETWEEN:
(1) the Landlord; and
(2) the Tenant;
WITNESSETH as follows:
1. DEFINITIONS
IN this lease the following expressions have the respective specified meanings
(subject to any particular interpretation required by clause 2):
"ACCOUNT DATE" means 30th September in every year of the
Term or such other date as the Landlord may from
time to time nominate
"BUILDING" means the land (of which the Premises form part)
and all buildings fixtures and other structures
whatsoever from time to time thereon and the
appurtenances thereof which land (together with the
building now erected thereon) is known as Kings
Chase 000 Xxxx Xxxxxx Xxxxxxxxxx Xxxxxxxxx and
which is for the purpose of identification shown
verged by a thick black line on the Building Plan
"COMMON PARTS" means the pedestrian ways circulation areas
entrance halls lifts lift shafts landings
staircases passages forecourts car park landscaped
areas and any other areas which are from time to
time during the Term provided by the Landlord for
common use by the tenants and occupiers of the
Building
"DEVELOPMENT" has the meaning ascribed to that expression by
Planning Law
"ENACTMENT" Means every Act of Parliament directive and
regulation now or hereafter to be enacted or made
and all subordinate
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legislation whatsoever deriving validity therefrom
"INSURANCE COST" Means in respect of any period for which the
same is required by the Landlord to be calculated
the aggregate of the amount which the Landlord may
expend:
(a) in effecting and maintaining insurance
against the occurrence of the Insured Risks
in relation to the Building in such sum as
in the Landlord's opinion represents its
then full current replacement cost with such
allowance as the Landlord from time to time
considers appropriate in respect of related
liabilities and expenses (including without
limitation liability to pay any fees or
charges on the submission of an application
for planning permission and costs which
might be incurred in complying with any
Enactment in carrying out any replacement
work and sums in respect of architects'
engineers' and quantity surveyors' and other
professional fees and incidental expenses
incurred in relation to any works of
demolition shoring up debris removal and of
replacement and all VAT) and
(b) in effecting and maintaining any insurance
relating to the property owners' liability
and the employer's liability of the Landlord
in relation to the Building and anything
done therein and
(c) in professional fees relating to insurance
including fees for insurance valuations
carried out at reasonable intervals and all
fees and expenses payable to advisers in
connection with effecting and maintaining
insurance policies and claims
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"INSURANCE RENT" means in respect of any period for which the same
is required by the Landlord to be calculated the
aggregate of:
(a) a fair and reasonable proportion referable
to the Premises of the Insurance Cost for
the relevant period (such proportion to be
calculated on the assumption (as is the
fact) that the Landlord bears the proportion
referable to any unlet Lettable Unit)
(b) the amount which the Landlord may expend in
effecting and maintaining insurance against
not less than three nor more than five years
loss of the rent first hereinafter reserved
having regard to potential increases of rent
in accordance with schedule 4 and with any
addition to the amount insured as the
Landlord may decide in respect of VAT and
(c) (without prejudice to all other provisions
of this lease relating to the use of the
Premises and the vitiation of any policy of
insurance) any amount which the Landlord may
expend in paying all additional premiums and
loadings on any policy or policies of
insurance required to be paid as a result of
anything done or omitted by the Tenant and
(d) an amount equivalent to the total of all
excess sums which the insurers are not
liable to pay out on any insurance claim in
respect of the Premises and which the
Landlord may have expended in replacing the
damaged or destroyed parts of the Premises
"INSURED RISKS" means loss damage or destruction whether total or
partial caused by fire lightning explosion riot
civil commotion strikes labour and political
disturbances and malicious damage aircraft and
aerial devices (other than hostile aircraft and
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devices) and articles accidentally dropped from
them storm tempest flood bursting or overflowing of
water tanks and pipes impact earthquake and
accidental damage to underground water oil and gas
pipes or electricity wires and cables subsidence
landslip and heave and such other risks or perils
against the occurrence of which the Landlord may
from time to time in its absolute discretion deem
it desirable to insure subject to such exclusions
and limitations as are from time to time imposed by
the Insurers and subject also to the exclusion of
such of the risks specifically herein before
mentioned as the Landlord may in its discretion
decide where insurance cover in respect of the risk
in question is not for the time being available in
the London insurance market on reasonable terms
"INTERIM SUM" means the yearly sum assessed or caused to be
assessed by the Landlord as an estimate of and on
account of the Service Rent
"LANDLORD" means Ortem Developments Limited whose registered
office is at 00 Xx Xxxxx'x Xxxxxx Xxxxxx XX0X 0X0
(Xx. Regn. No. 956862)
"LETTABLE UNIT" means any unit of accommodation forming part of the
Building which is intended by the Landlord at any
material time to be for separate occupation
"NET INTERNAL AREA" (in relation to underletting) has the meaning
ascribed to that expression by the Code of
Measuring Practice (Third Edition January 1990)
published on behalf of The Royal Institution of
Chartered Surveyors and The Incorporated Society of
Valuers and Auctioneers which is in common use at
the time (or if there shall be no such edition or
no such expression for the time being the nearest
equivalent thereto)
"NORMAL BUSINESS HOURS" means eight am to six pm on Mondays to Fridays
inclusive
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except in every case public holidays
"PERMITTED PART" means (in relation to underletting of part of the
Premises) any one part of the Premises comprising
no more than forty-nine percent of the Net Internal
Area of the Premises the configuration of such part
to be arranged so that its occupation will not
prevent the occupation of the remainder of the
Premises and to leave available for both it and the
remainder of the Premises all necessary facilities
in the Premises or appurtenant to them which should
remain common to both
"PERMITTED USE" means use as good quality offices for any purpose
within Class B1(a) (but not for any other purpose
within that Use Class) of the schedule to the Town
and Country Planning (Use Classes) Order 1987
"PLANNING LAW" means every Enactment for the time being in force
relating to the use development and occupation of
land and buildings and every planning permission
statutory consent and agreement made under any
Enactment relating to the Building
"PLANS" means the plans annexed hereto and "Building Plan"
means that one of them so marked
"PREMISES" means the premises described in schedule 1
"PUBLIC AUTHORITY" means any Secretary of State and any government
department public local regulatory fire or any
other authority or institution having functions
which extend to the Premises or their use and
occupation and any court of law and the companies
or authorities responsible for the supply of water
gas and electricity or any of them and any of their
duly authorised officers
"SCHEDULE OF CONDITION" means the schedule of condition prepared by the
Landlord and agreed by the Tenant prior to the date
hereof a copy of which
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is annexed hereto
"SERVICES" means the services and other matters specified in
Part I of schedule 5
"SERVICE COST" means in respect of any Service Period all
expenditure incurred by the Landlord and not
actually recovered under any insurance referred to
in paragraph 4 of Part II of schedule 5 (calculated
on an indemnity basis) in providing all or any of
the Services and discharging the costs specified in
Part II of schedule 5
"SERVICE MEDIA" means those parts of the Building comprising common
water supply waste and soil pipes drains sewers
gutters downpipes gas and other fuel pipes
electricity and telephone cables wires ducts
conduits (including the risers which are for the
purpose of identification only shown coloured blue
on the lease Plan) flues wires louvers and cowls
and the air conditioning equipment and all plant
and equipment associated with it and all other
plant equipment and conducting media for the
provision supply control and monitoring of services
to or from the Building and other common equipment
"SERVICE PERIOD" means the period:
(a) from 4th March 1996 to (and including) the
first Account Date and thereafter
(b) between two consecutive Account Dates
(excluding the first and including the
second) and thereafter
(c) commencing immediately after the last
Account Date in the Term and ending on the
expiry of the Term
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"SERVICE RENT" means:
(a) a fair and reasonable proportion referable
to the Premises of the Service Cost (such
proportion to be calculated on the
assumption (as is the fact) that the
Landlord bears the proportion referable to
any unlet Lettable Unit); and
(b) (to the extent the Tenant does not pay it
directly to the relevant supplier) the total
cost of all electricity separately metered
and exclusively supplied to the Premises
"STIPULATED RATE" means a yearly rate four per cent above either the
base rate of Barclays Bank plc or such other bank
(being for the time being generally recognised as a
clearing bank in the London market) as the Landlord
may from time to time nominate or if the base rate
cannot be ascertained then above such other rate as
the Landlord may reasonably specify (and so that
whenever there is reference in this lease to the
payment of interest at the Stipulated Rate such
interest shall be calculated on a daily basis and
compounded with quarterly rates on the usual
quarter days)
"TENANT" means ClinTrials Research Limited whose registered
office is at Kings Chase 000/000 Xxxx Xxxxxx
Xxxxxxxxxx Xxxxxxxxx XX0 lDP (Co. Regn. No.
2211403)
"TERM" means a term of years calculated from 25th December
1995 and expiring on 24th March 2003
"VAT" means Value Added Tax as referred to in the Value
Added Tax Act 1994 (or any tax of a similar nature
which may be substituted for or levied in addition
to it)
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2. INTERPRETATION
(1) Words importing the singular include the plural and vice versa
and words importing one gender include both other genders
(2) The expressions "Landlord" and "Tenant" wherever the context
so admits include their respective successors in title and
where a party comprises more than one person covenants and
obligations of that party take effect as joint and several
covenants and obligations
(3) A covenant by the Tenant not to do (or omit) any act or thing
also operates as a covenant not to permit or suffer it to be
done (or omitted) and to prevent (or as the case may be to
require) it being done
(4) References in this lease to:
(a) any clause sub-clause schedule or paragraph is a
reference to the relevant clause sub-clause schedule
or paragraph of this lease and clause and schedule
headings shall not affect the construction of this
lease
(b) any right of (or covenant to permit) the Landlord to
enter the Premises shall also be construed (subject
always to the proviso to schedule 3) as entitling the
Landlord to remain on the Premises with or without
equipment and permitting such right to be exercised
by all persons authorised by the Landlord
(c) any consent licence or approval of the Landlord or
words to similar effect mean a consent licence or
other approval in writing signed by or on behalf of
the Landlord and given before the act requiring
consent licence or approval
(d) the Premises (except in clause 4(15)) shall be
construed as extending where the context permits to
any part of the Premises
(e) a specific Enactment includes every statutory
modification consolidation and re-enactment and
statutory extension of it for the time being in force
except in relation to the Town and Country Planning
(Use Classes) Order 1987 which shall be interpreted
exclusively by reference to the original provisions
of Statutory
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Instrument 1987 No 764 whether or not the same may
at any time have been revoked or modified
(f) the last year of the Term includes the final year of
the Term if it shall determine otherwise than by
effluxion of time and references to the expiry of the
Term include such other determination
(g) where the context permits rents or other sums being
due from the Tenant to the Landlord mean that they
are exclusive of any VAT
3. DEMISE AND RENTS
THE Landlord DEMISES unto the Tenant ALL THAT the Premises TOGETHER
WITH the easements and rights specified in schedule 2 exercisable in
Common (except in relation to the right granted in paragraph 4 of
schedule 2) with the Landlord and all others with its authority or
otherwise from time to time entitled thereto EXCEPT and RESERVED unto
the Landlord and all other persons authorised by it from time to time
during the Term or otherwise from time to time entitled thereto the
easements and rights specified in schedule 3
TO HOLD the Premises unto the Tenant (together with and except and
reserved as aforesaid) for the Term SUBJECT to all rights easements
covenants stipulations and other matters affecting the same
YIELDING AND PAYING therefor:
FIRSTLY yearly and proportionately for any part of a year the rent
reserved and made payable in schedule 4 by equal quarterly payments to
be made in advance on the usual quarter days in every year the first
such payment to be made on the date hereof
SECONDLY as additional rent yearly and proportionately for any Service
Period the Service Rent in accordance with the provisions of clause 6
including the Interim Sum on account by equal quarterly payments to be
made in advance on the usual quarter days in every year the first such
payment or a proportionate part of it (being a proportionate part of
the initial Interim Sum from the date hereof to the first anniversary
of the date from which the Term is calculated after deduction of the
quarterly instalments of the initial Interim Sum payable on the
intervening usual quarter days) to be made on the date hereof
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THIRDLY as additional rent from time to time the Insurance Rent payable
on demand
FOURTHLY any other monies (excluding interest) falling due for payment
by the Tenant to the Landlord under this lease
AND FIFTHLY as additional rent all VAT for which the Landlord is or may
become liable to account to H.M. Customs & Excise (or other relevant
body to whom account has for the time being to be made) on the supply
by the Landlord to the Tenant under or in connection with the
provisions of this lease of the interest created by it and of any other
supplies whether of goods or services such rent fifthly reserved to be
due for payment contemporaneously with the other rents or sums to which
it relates
4. TENANT'S COVENANTS
THE Tenant covenants with the Landlord throughout the Term:
RENT
(1) To pay
(a) the rents reserved by this lease on the days and in
the manner set out in clause 3 without deduction or
set off and (if and for so long as required in
writing by the Landlord) to pay the rent first
reserved (together with any sum in respect of the
rent fifthly reserved as may be applicable thereto)
by banker's standing order to such bank as the
Landlord may from time to time nominate
(b) on demand interest at the Stipulated Rate on any sum
owed by the Tenant to the Landlord whether as rent or
otherwise which is not:
(i) received by the Landlord on the due date (or
in the case of money due only on demand
within seven days after the date of demand)
calculated for the period commencing on the
due date for payment and ending on the date
the sum (and the interest) is received by
the Landlord
(ii) demanded (or if tendered is for the time
being refused) by the Landlord in
circumstances where it is prudent for it not
to demand or accept any payment having
regard to a breach of any of the Tenant's
obligations
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under this lease calculated for the period
commencing on the date the payment would
have been due in the absence of those
circumstances (on the assumption in the case
of money due only on demand that the
Landlord would have made the demand as soon
as it was entitled to do so) and ending on
the date the sum (and the interest) is
subsequently received by the Landlord
VAT
(2) Wherever the Tenant is required to pay any amount to the Landlord
hereunder by way of reimbursement or indemnity to pay to the
Landlord in addition (save where taken into account in the Service
Cost pursuant to paragraph 12 of Part II of schedule 5) an amount
equivalent to any VAT incurred by the Landlord save to the extent
that the Landlord obtains credit for such VAT incurred by the
Landlord pursuant to sections 24, 25 and 26 Value Added Tax Xxx
0000 or any regulations made thereunder
OUTGOINGS
(3) (a) To pay all rates taxes charges and other outgoings whatsoever
now or hereafter assessed charged or imposed upon the
Premises or upon their owner or occupier (and a proper
proportion determined by the Landlord attributable to the
Premises of any rates taxes charges and other outgoings now
or hereafter assessed charged or imposed upon the Premises in
common with other premises or upon the owners or occupiers
thereof) excluding (without prejudice to the rent fifthly
reserved and clause 4(2)) any tax payable by the Landlord as
a direct result of any actual or implied dealing with the
reversion of this lease or of the Landlord's receipt of
income
(b) If before the expiry of the Term the Tenant or any occupier
of the Premises shall cease to occupy them or cease to use
them for the purpose for which they were constructed or
subsequently adapted and if as a result after the expiry of
the Term the Landlord shall pursuant to sections 45 and 46
Local Government Finance Act 1988 pay any additional rates or
surcharge to pay to the Landlord a sum equal to the amount of
such payments made by the Landlord as are attributable to the
period of such cessation of occupation or use
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COMPLIANCE WITH ENACTMENTS
(4) To comply with the requirements of all Enactments and of every
Public Authority (including the due and proper execution of any
works) in respect of the Premises their use occupation employment
of personnel in them and any work being carried out to them
(whether the requirements are imposed upon the owner lessee or
occupier) and not to do or omit anything by which the Landlord may
become liable to make any payment or do anything under any
Enactment or requirement of a Public Authority
NOTICES
(5) Forthwith to give to the Landlord notice of (and a certified copy
of) any notice permission direction requisition order or proposal
made by any Public Authority and without delay to comply in all
respects at the Tenant's cost with the provisions thereof save
that the Tenant shall if so required by the Landlord and at the
joint cost of the Landlord and the Tenant make or join in making
such objections or representations in respect of any of them as
the Landlord may reasonably require
REPAIR
(6) To keep the Premises in good and substantial repair and condition
(damage by any of the Insured Risks excepted to the extent that
the insurance money shall not have been rendered irrecoverable or
insufficient because of some act or default of the Tenant or of
any person deriving title under or through it or their respective
servants agents or invitees) and to replace the Landlord 's
fixtures and fittings in the Premises which may have become
uneconomic to repair provided that nothing contained in this
clause shall require the Tenant to keep or yield up the Premises
in any better state of repair or condition than that evidenced by
the Schedule of Condition
DECORATION AND GENERAL CONDITION AND SERVICING
(7) (a) To keep the Premises maintained to a high standard of
decorative order and finish and properly cleansed and tidy
and (without prejudice to the foregoing) as often as the same
shall be necessary (and not less frequently than once in
every fifth year of the Term) and also in the last year of
the Term to redecorate and otherwise treat the Premises with
appropriate materials in a good and
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workmanlike manner (and during the last year of the Term in a
colour scheme and with materials first approved by the
Landlord such approval not to be unreasonably withheld)
PROVIDED ALWAYS THAT:
(i) if the Tenant is in breach of the obligation
contained in this clause at the expiry of the Term
and if the Landlord so requires (without prejudice to
any other remedy or right the Landlord may have) to
pay the Landlord an amount equal to the cost of
carrying out all such decorative treatment together
with a sum equal to the proportion of the rents first
and secondly reserved by this lease at the rate
payable immediately prior to the expiry of the Term
for the period commencing on the date of expiry and
ending on the date by which the work could reasonably
be expected to be completed and
(ii) the Tenant shall not be obliged to carry out any such
decorative treatment if the need for it is caused by
any of the Insured Risks to the extent (unless the
Landlord waives this limitation) that the insurance
money shall not have been rendered irrecoverable or
insufficient because of some act or default of the
Tenant or of any person deriving title under or
through it or their respective servants agents or
invitees
(iii) notwithstanding the generality of the foregoing
nothing contained in this clause shall require the
Tenant to keep or yield up the Premises in any better
state of repair or condition than that evidenced by
the Schedule of Condition
(b) To clean the inside of all external window glazing in the
Premises at least once in every month REFUSE
(8) Not to deposit any refuse on any of the Common Parts but to place
it in the bin store receptacles provided by the Landlord
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TO PERMIT ENTRY
(9) To permit the Landlord at reasonable times on not less than 48
hours prior notice and with a prior appointment (except in an
emergency) (the Tenant's agreement to such appointment not to
be unreasonably withheld) to enter the Premises in order to:
(a) examine their state of repair
(b) ascertain that the covenants and conditions of this lease
have been observed
(c) take any measurement or valuation of the Premises
(d) rebuild renew cleanse alter test maintain repair inspect and
make connections to any part of the Building including the
Service Media
(e) during the last twelve months of the Term (or at any time in
the case of a disposal of the Landlord's interest) show the
Premises to prospective purchasers or tenants and their
agents
(f) give effect to any other necessary or reasonable purpose
(g) exercise the rights described in schedule 3
COMPLIANCE WITH NOTICES RELATING TO REPAIR OR CONDITION
(10) (a) To comply with any notice requiring the Tenant to remedy any
breach of its covenants
(b) If the Tenant shall not within a reasonable time comply with
any such notice to permit the Landlord and any authorised
person to enter the Premises to remedy the breach as the
Tenant's agent and at the Tenant's cost
(c) To pay to the Landlord on demand all the costs and expenses
incurred by the Landlord under the provisions of this
sub-clause
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ENCROACHMENTS
(11) (a) To preserve all rights of light and other easements belonging
to the Premises and not to give any acknowledgement that they
are enjoyed by consent
(b) Not to do or omit anything which might subject the Premises
to the creation of any new easement and to give notice to the
Landlord forthwith of any encroachment which might have that
effect
ALTERATIONS AND REINSTATEMENT
(12) (a) Not to carry out any Development of or on the Premises nor
(without prejudice to the exclusion of structural parts from
the demise of the Premises) any works affecting any
structural parts of the Building and not to commit any waste
(b) Without prejudice to any other rights of the Landlord in
respect of areas not included in the Premises not to install
or erect any exterior lighting shade or awning or place any
structure or other thing outside the Premises
(c) Without prejudice to paragraphs (a) and (b) of this
sub-clause and subject to the provisos to this paragraph (c)
not to make any other alteration or addition to the Premises
(including all electrical and other plant and equipment)
except:
(i) in accordance with plans and specifications
(adequately describing the work in question and the
manner in which the work will be carried out)
previously submitted at the Tenant's expense in
triplicate to and approved by the Landlord (such
approval not to be unreasonably withheld)
(ii) in a manner which shall not impair any Service Media
or the provision of any of the Services
(iii) in accordance with all building regulation and
planning requirements and with all British Standards
and codes of practice and with any relevant terms
conditions recommendations and regulations of any
Public Authority and of the insurance company with
whom the Premises are for the time being insured and
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(iv) in a good and workmanlike manner and using the best
materials available
PROVIDED ALWAYS THAT:
(I) no such alterations or additions shall be carried out
until the Landlord has Issued its consent in writing
to which the Tenant shall if required join as a party
in order to give such covenants as the Landlord may
reasonably require (such consent subject to
compliance with the other conditions of this
sub-clause not to be unreasonably withheld or
delayed)
(II) any approved alteration or addition affecting the
Service Media or the efficiency of any of it or the
provision of any of the Services shall if the
Landlord so requires be carried out by or through the
Landlord as agent for the Tenant and all costs
reasonably and properly incurred in so doing shall be
repayable by the Tenant on demand
(III) the installation and removal of demountable
partitioning which does not involve cutting into the
structure or other load bearing parts of the Building
or into any other part of it which is not included in
the Premises and which does not affect the Service
Media or the efficiency of any of it shall not
require the Landlord's consent so long as the Tenant
produces at its own expense to the Landlord plans and
specifications adequately describing the work in
question and the manner in which the work will be
carried out not less than twenty-one days before the
work is commenced and so notifies the Landlord within
fourteen days after its completion
(d) At the expiry of the Term if and to the extent required by
the Landlord to remove all alterations and additions made to
the Premises by the Tenant and anything which may have been
installed under clause 4(14) and to restore and make good the
Premises in a proper and workmanlike manner to the condition
and design which existed before the alterations or additions
were made with all services properly sealed off and to the
Landlord's reasonable satisfaction
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USE
(13) Not to use the Premises or any chattels in them:
(a) for any purpose (and not to do anything in or to the
Premises) which may be or become or cause a nuisance
disturbance annoyance obstruction or damage to any person or
property
(b) for a sale by auction or for any public meeting or for any
dangerous noxious noisy illegal offensive or immoral trade
business or activity or for residential purposes and not to
use the Common Parts for the transaction of any business or
(c) (without prejudice to the preceding paragraphs of this
sub-clause) except for the Permitted Use
SIGNS
(14) Not to affix or exhibit so as to be visible from outside the
Premises any placard sign notice fascia board or advertisement
except that the Tenant may display its nameplate (of a size design
and specification and in a location approved by the Landlord such
approval not to be unreasonably withheld) on the entrance door to
the Premises at the second floor level of the Building
ALIENATION
(15) (a) Not to assign mortgage charge hold on trust for another or
underlet or in any other manner part with possession of any
part (being less than the whole) of the Premises or agree to
do so except that the Tenant may underlet any Permitted Part
in accordance with paragraphs (d) and (e) of this sub-clause
(b) Not to assign underlet or otherwise part with possession of
or hold on trust for another the whole of the Premises or
agree to do so except that the Tenant may assign or underlet
the whole of the Premises in accordance with paragraph (c) or
(d) respectively of this sub-clause
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(ASSIGNMENT)
(c) Not to assign the whole of the Premises except to a person
who before the assignment shall have covenanted with the
Landlord to observe and perform the Tenant's obligations
under this lease and if so reasonably required by the
Landlord shall have procured:
(i) covenants with the Landlord by an acceptable
guarantor or guarantors to guarantee the discharge of
the Tenant's obligations under this lease and to
accept a lease of the Premises and execute a
counterpart within three months following any
disclaimer or forfeiture of this lease such lease to
be granted at the guarantor's cost for a term and at
a rent (subject to review) and on conditions which
shall in every respect be consistent with the
unexpired Term and the then current rent and the
other conditions of this lease immediately before the
disclaimer or forfeiture; or
(ii) a deposit with the Landlord of such sum not less than
fifty per cent (50%) of the then current rent first
reserved by this lease together with any VAT thereon
as fifthly reserved by this lease (and including
provisions for increase of the sum following any
future review of the rent first reserved by this
lease) on such terms as the Landlord may reasonably
require as additional security for the discharge of
the Tenant's obligations under this lease and not to
assign the whole of the Premises without the
Landlord's consent issued within three months before
completion of the assignment which consent (subject
to compliance with the foregoing conditions
precedent) shall not be unreasonably withheld or
delayed
(UNDERLETTING)
(d) Not to underlet the whole of the Premises or any Permitted
Part (each being referred to in this paragraph as the
premises) except:
(i) to a person who before the underletting shall have
covenanted with the Landlord to observe and perform
the Tenant's obligations under this lease
-18-
during the sub-term to the extent they relate to the
premises (other than the payment of rents) and a
covenant not to assign the whole of the premises
without the Landlord's consent (which shall not be
unreasonably withheld or delayed) and an unqualified
covenant not to assign part of the premises or to
underlet or otherwise part with possession or share
the occupation of the premises or any part of them
(ii) by reserving as a yearly rent without payment of a
fine or premium (in addition to the service and
insurance and other rents payable under this lease
except the rent first hereby reserved or (in the case
of underletting of a Permitted Part) a pro rata
proportion of them) an amount equal to the higher of:
(a) (in the case of an underletting of the
Premises):
(i) the then open market rack rental
value of the Premises and
(ii) the rent first reserved under this
lease then payable
(b) (in the case of an underletting of a
Permitted Part):
(i) a pro rata proportion of the then
open market rack rental value of
the Premises and
(ii) a pro rata proportion of the rent
first reserved under this lease
then payable
the proportion in each case being calculated
by reference to the Net Internal Area of the
Permitted Part in relation to the Net
Internal Area of the Premises
in all cases such rent to be approved by the Landlord
prior to the underletting (such approval not to be
unreasonably withheld or delayed) and payable by
equal quarterly instalments in advance on the usual
quarter days
-19-
(iii) by a form of underlease to be approved by the
Landlord such approval not to be unreasonably
withheld or delayed if the other provisions of this
paragraph are observed
(iv) by a form of underlease:
(a) by which the principal rent reserved by the
underlease is reviewed upwards only at the
Review Date in accordance with the same
principles (mutatis mutandis) as apply to
the rent first reserved by this lease to:
(i) (in the case of an underletting of
the Premises) an amount equivalent
to the Review Rent under this lease
with effect from the Review Date
(ii) (in the case of an underletting of
a Permitted Part) a pro rata
proportion of the Review Rent under
this lease with effect from the
Review Date calculated by reference
to the Net Internal Area of the
Permitted Part in relation to the
Net Internal Area of the Premises
(b) requiring the underlessee to observe and
perform all the covenants and other
provisions binding on the Tenant under this
lease (other than the covenant by the Tenant
to pay rents) to the extent they relate to
the premises and containing:
(c) a condition for re-entry by the underlessor
on breach of any covenant by the underlessee
(d) a qualified covenant not to assign the whole
of the premises and an absolute covenant not
to assign part of the premises or to
underlet or otherwise part with possession
or share the occupation of the premises or
any part of them
(e) a provision excluding sections 24 to 28
inclusive Landlord and Xxxxxx Xxx 0000 in
relation to the underlease in pursuance of
an
-20-
Order duly made under section 38(4) of that
Act before the grant of the underlease
(f) a provision enabling the term of the
underlease to be determined with vacant
possession so as to facilitate compliance
with any notice served under clause 7(6)
(v) with the Landlord's consent issued within three
months before completion of the underletting which
consent (subject to compliance with the foregoing
conditions precedent and if appropriate with clause
4(15)(e)) shall not be unreasonably withheld or
delayed
(e) In relation to an underlease of a Permitted Part:
(i) not to grant a sub-term of more than five years
(ii) to except from the underlease all necessary
circulation areas and plant and equipment which will
serve the Premises in common and to reserve a
separate service charge rent in respect of their
maintenance repair and renewal
(iii) not as a result of the grant to create more than one
underlease in subsistence at any one time and not to
create or permit the creation of more than two
separate occupations affecting the whole of the
Premises (occupations in right of this lease counting
as one occupation)
(f) To enforce the observance and performance by every such
underlessee and its successors in title of the provisions of
the underlease and not expressly or impliedly to waive any
breach of them nor vary the terms of any underlease nor
(without the Landlord's consent which shall not be
unreasonably withheld or delayed) accept any surrender of any
underlease
(g) Not to agree any reviewed rent payable under an underlease
without the Landlord's consent and if the rent review under
any underlease is to be determined by an independent person
not to agree his appointment without the Landlord's consent
(PROVIDED ALWAYS THAT the Landlord shall not
-21-
unreasonably withhold or delay any consent required under this
sub-paragraph) and to procure that any representations which
the Landlord may wish to make in relation to the rent review
are duly submitted to the independent person and to provide to
the Landlord promptly on the same becoming available copies of
any representations made by or on behalf of the Tenant or the
underlessee in relation to such rent review
(SHARING OCCUPATION)
(h) Not to part with or share the occupation of the Premises or
any part of them except that the Tenant may share occupation
with a company which is (but only for so long as it remains)
either the holding company of the Tenant or a wholly-owned
subsidiary of the Tenant or of the Tenant's holding company
(as those expressions are defined in section 736 Companies Act
1985) so long as the Tenant does not grant the person sharing
occupation exclusive possession (so that such company occupies
as licensee only without creating any relationship of landlord
and tenant) nor otherwise transfer or create a legal estate
and the Tenant shall notify the Landlord of the identity of
each such company in occupation and of the dates on which the
occupation commences and ceases
REGISTRATION
(16) (a) Within twenty-one days after any disposition or devolution
of this lease or of any estate or interest in or derived out
of it to give notice in duplicate of the relevant transaction
to the Landlord for registration with a certified copy of the
relevant instrument and to pay to the Landlord a fair and
reasonable fee for each such registration of not less than
twenty five pounds
(b) To register with the Landlord the name and home address and
home telephone number of at least two keyholders of the
Premises and the names and addresses of every occupier of the
Premises and to notify the Landlord with all other information
which may be requested by notice served under section 40(1) of
the Landlord and Xxxxxx Xxx 0000
-22-
(c) To register with the Landlord particulars of the determination
of every rent review under any underlease of the Premises
within fourteen days after the date of determination
PAYMENT OF COST OF NOTICES CONSENTS ETC
(17) To pay on demand all expenses (including without limitation counsels'
solicitors' surveyors' bailiffs' and other professional fees) properly
and reasonably incurred by the Landlord in and incidental to:
(a) the preparation and service of a notice under section 146 Law
of Property Xxx 0000 or in contemplation of any proceedings
under section 146 or 147 of that Act notwithstanding that
forfeiture is avoided otherwise than by relief granted by the
court and
(b) every step taken during or after the expiry of the Term in
connection with the enforcement of the Tenant's obligations
under this lease including the service or proposed service of
all notices and schedules of dilapidations
(c) every application for consent licence or approval under this
lease even if the application is withdrawn or properly refused
MACHINERY
(18) Not to install in the Premises any plant or machinery other than usual
office equipment without the Landlord's consent which shall not be
unreasonably withheld PROVIDED ALWAYS THAT no plant or machinery shall
be installed or operated in the Premises and nothing shall be done or
omitted in them which may cause:
(a) the efficiency of any Service Media to be diminished or
impaired in any way
(b) noise dust fumes smell vibration or electrical interference
affecting or having any other intrusive effect on any other
part of the Building or other adjoining property or persons
outside the Premises
-23-
OBSTRUCTION/OVERLOADING
(19) Not to obstruct:
(a) or damage any part of the Building or exercise any of the
rights granted by this lease in a way which causes nuisance
damage or annoyance
(b) any means of escape
(c) or discharge any deleterious matter into
(i) any pipe drain or other conduit serving the Premises
and (to the extent they lie within the Premises) to
keep them clear and functioning properly or
(ii) any Service Media
(d) or stop-up or darken the windows and other openings of the
Premises
(e) any requisite notice erected on the Premises including any
erected by the Landlord in accordance with its powers under
this lease
nor to overload or cause undue strain to the Service Media or
any other part of the Building and in particular not to
suspend any undue weight from the ceilings or walls or on the
floor of the Premises
PARKING/GOODS DELIVERY
(20) (a) To ensure that all loading unloading deliveries and
despatch of goods is carried out only by using the service
accesses approved by the Landlord for the use of the Premises
such approval not to be unreasonably withheld or delayed
(b) In relation to the use of the car parking spaces from time to
time allocated to the Tenant pursuant to paragraph 4 of
schedule 2:
(i) not to use the parking spaces for any purpose other
than the parking of one private motor car in each
space
-24-
(ii) not to carry out any repairs or maintenance works
(except minor repairs in cases of emergency) to
vehicles
(iii) to keep the spaces in a clean and tidy condition and
free from oil waste and any other deleterious matter
(iv) not to store any petrol or oil in any vehicle (other
than in its petrol or oil tank) or on the car parking
spaces
(v) forthwith to make good to the reasonable satisfaction
of the Landlord all damage caused to the Building by
the use of the car parking spaces
PLANNING LAW AND COMPENSATION
(21) Without prejudice to clause 4(4) at all times during the Term to
comply with the provisions and requirements of Planning Law
relating to or affecting
(a) (i) the Premises
(ii) any operations works acts or things carried out
executed done or omitted on the Premises
(iii) the use of the Premises
(iv) the use of (and the exercise of any other rights
hereunder in respect of) any other parts of the
Building
(b) Subject to the provisions of paragraph (c) of this sub-clause
as often as occasion requires during the Term at the Tenant's
expense to obtain and If appropriate renew all planning
permissions (and serve all notices) required under Planning
Law in respect of the Premises whether for the carrying out
by the Tenant of any operations or the institution or
continuance by the Tenant of any use of the Premises or any
part thereof or otherwise
(c) Not without the Landlord's consent to apply for any planning
permission relating to the Premises (and not to apply for any
such planning permission relating to any other part of the
Building) but so that subject to compliance with paragraph
-25-
(e) of this sub-clause the Landlord's consent shall not be
unreasonably withheld or delayed to the making of a planning
application in respect of the Premises relating to any
operations or use or other thing (if any) which assuming it
to be implemented in accordance with Planning Law would
otherwise not be in breach of the provisions of this lease
(d) If the Landlord so requires in connection with any relevant
proposal by the Tenant to apply for a determination under
section 64 Town and Country Planning Xxx 0000
(e) If the Landlord consents in principle to any application by
the Tenant for planning permission to submit a draft of the
application to the Landlord for its approval and to give
effect to its reasonable requirements in respect thereof and
if and to the extent the Landlord so requires to lodge the
application with the relevant authority in the joint names of
the Landlord and the Tenant and in duplicate
(f) Not to implement any planning permission before the Landlord
has acknowledged that its terms are acceptable
(g) If the Landlord reasonably requires to lodge and progress
diligently an appeal against any refusal of an application
for planning permission lodged in respect of the Premises by
the Tenant or against the imposition of any condition in a
planning permission or by any person claiming under or
through the Tenant (whether or not lodged in its name alone)
(h) Unless the Landlord otherwise directs to complete before the
expiry of the Term all works on the Premises required as a
condition of any planning permission implemented by the
Tenant or by any person claiming under or through it
(i) If the Tenant receives or is entitled to receive any
statutory compensation under any Enactment in relation to its
interest in the Premises the Tenant shall on any
determination of its interest prior to the expiry of this
lease by effluxion of time forthwith make such provision as
is just and equitable for the Landlord to receive its due
benefit from such compensation
-26-
INDEMNITY
(22) To indemnify the Landlord against all expenses proceedings costs
claims damages demands and any other liability or consequence
arising out or in respect of any breach of any of the Tenant's
obligations under this lease (including all costs reasonably
incurred by the Landlord in an attempt to mitigate any such
breach) or of any act omission or negligence of the Tenant or any
person at the Premises expressly or impliedly with the Tenant's
authority
DEFECTIVE PREMISES
(23) To give notice forthwith to the Landlord of any defect in the
Premises which might give rise to:
(a) an obligation on the Landlord to do or refrain from doing
anything in relation to the Premises or
(b) any duty of care or the need to discharge such duty imposed
by the Defective Premises Act 1972 or otherwise
and at all times to display and maintain all notices which the
Landlord may from time to time reasonably require to be displayed
at the Premises in relation to their state of repair and condition
INSURANCE AND FIRE FIGHTING EQUIPMENT
(24) (a) Not to do or omit anything by which any insurance policy
(particulars of which shall have been provided to the Tenant)
relating to the Building or any part of it becomes void or
voidable or by which the rate of premium on such policy may
be increased
(b) To comply with all requirements and reasonable
recommendations of the insurers and to provide and maintain
unobstructed appropriate operational fire fighting equipment
and fire notices on the Premises
-27-
(c) To notify the Landlord forthwith of any incidence of any
Insured Risk on the Premises and of any other event which
ought reasonably to be brought to the attention of the
insurers
(d) That it has prior to the execution of this lease disclosed to
the Landlord in writing any matter known to the Tenant which
might affect the decision of any insurance underwriter to
underwrite any of the Insured Risks and that it will disclose
particulars of any such matter to the Landlord in writing
forthwith on becoming aware of it
(e) That if at any time the Tenant or any person claiming under
or through it shall be entitled to the benefit of any
insurance of the Premises to cause all money paid under such
insurance to be applied in making good the loss or damage in
respect of which it was paid
(f) If the whole or any part of the Building is damaged or
destroyed by any of the Insured Risks at any time during the
Term and the insurance money under any insurance policy
effected by the Landlord is rendered wholly or partially
irrecoverable because of some act or default of the Tenant or
any person deriving title under or through or their
respective servants agents or invitees forthwith to pay the
Landlord the whole amount of the insurance money so
irrecoverable
DANGEROUS AND CONTAMINATIVE MATERIALS
(25) Not to keep place store or use or permit or suffer to be kept
placed stored or used in or upon or about the Premises any
materials substance or other thing of a dangerous inflammable
combustible explosive corrosive or offensive nature
YIELD UP
(26) (a) At the expiry of the Term to remove all Tenant's chattels
and (to the extent the Landlord may require) Tenant's
fixtures and quietly to yield up the Premises reinstated and
restored and made good to the extent required under clause
4(12)(d) and in the state of repair condition decorative
order and layout otherwise required by this lease and any
licences or consents issued in pursuance of it and
-28-
to make good any damage so caused in a proper and workmanlike
manner to the Landlord's reasonable satisfaction and to
return all keys to the Landlord
(b) The Tenant irrevocably authorises the Landlord to remove and
dispose of any chattels which may be left in the Premises
after the Tenant has quit them (without being obliged to
obtain any consideration for the disposal) and the Tenant
irrevocably declares that any such chattels will stand
abandoned by it
REGULATIONS AND COVENANTS
(27) (a) To comply with all regulations reasonably made by the
Landlord from time to time and notified to the Tenant in
writing for the good management of the Building
(b) If requested by the Landlord to enter into any agreement
under section 106 Town and Country Xxxxxxxx Xxx 0000 and any
section having a similar purpose of any other Enactment which
may be required by any Public Authority in consideration of
the grant of planning permission for the development of the
Building or any part of it but only if it would in all the
circumstances including the preservation of the Permitted Use
of the Premises and their amenities and appurtenant rights
under this lease be reasonable to do so
SECURITY AND ACCESS
(28) (a) To use all reasonable endeavours to ensure that the Tenant's
visitors to the Premises observe such security regulations
which may apply to them
(b) If and to the extent that the Landlord in its absolute
discretion agrees any request by the Tenant to provide
Services of security, air conditioning, heating and other
like matters outside the Normal Business flours to pay the
Landlord on demand all costs reasonably incurred in providing
them or (if any other tenant derives benefit from such
Services over the same period) a fair and reasonable
proportion of such costs
5. LANDLORD'S COVENANTS
THE Landlord covenants with the Tenant:
-29-
QUIET ENJOYMENT
(1) That if the Tenant observes and performs its covenants contained
in this lease the Tenant may peaceably hold and enjoy the Premises
without any lawful interruption by the Landlord or any person
rightfully claiming through under or in trust for it
INSURANCE
(2) (a) To keep the Building (except all Tenant's plant and equipment
and other fixtures of any nature installed by the Tenant and
any other tenant) insured against the Insured Risks in its
full replacement cost (but not necessarily the facsimile
reinstatement cost)
(b) On written request to supply the Tenant (but not more
frequently than once in any period of twelve months) with
evidence of such insurance
(c) If and whenever during the Term the Building (except as
aforesaid) is damaged or destroyed by an Insured Risk and to
the extent that payment of the Insurance monies is not
refused because of any act neglect default or omission of the
Tenant or of any person deriving title under or through the
Tenant or their respective servants agents and invitees the
Landlord will (subject to clause 7(6)(a)) with all convenient
speed take the necessary steps to obtain any requisite
planning permissions and consents and if they are obtained to
lay out the money received from the insurance of the Building
(except sums in respect of public liability and employer's
liability and loss of rent) towards replacing (but not
necessarily in facsimile reinstatement) the damaged or
destroyed parts (except as aforesaid) as soon as reasonably
practicable PROVIDED ALWAYS THAT the Tenant shall have no
claim against the Landlord under this clause 5(2)(c) in
respect of the interior of any Lettable Unit other than the
Premises and PROVIDED FURTHER THAT the Landlord shall not be
liable to carry out the replacement if it is unable (having
used all reasonable endeavours) to obtain every planning
permission and consent necessary to execute the relevant work
in which event the Landlord shall be entitled to retain all
the insurance money received by it
-30-
SERVICES
(3) (Provided that the Tenant shall as a condition precedent to the
Landlord's liability have made all due payments of Service Rent
and the Interim Sum) to use all reasonable endeavours to provide
or procure the provision of the Services in accordance with the
principles of good estate management PROVIDED ALWAYS THAT:
(a) the Landlord shall not be liable for any failure or
interruption in any of the Services caused by the appropriate
or prudent repair replacement renewal or maintenance of any
installation or part of any installation or damage or
destruction caused by mechanical or other defect or breakdown
or any other cause beyond the Landlord's control provided the
Landlord takes all reasonable steps to remedy the failure or
interruption within a reasonable time
(b) the Landlord may from time to time employ managing agents
professional advisers contractors and other persons in
relation to the provision of the Services or any of them
(c) the Landlord may from time to time if it is reasonable to do
so having regard to all the circumstances add to extend vary
or make any alteration in the nature of matters previously
performed as Services if it considers it necessary or in the
interest of good estate management
(d) the Landlord shall not be obliged to provide Services in the
nature of security, air conditioning, heating and other like
matters outside Normal Business Hours
6. SERVICE COST ACCOUNTING AND VARIATIONS
(1) The Landlord shall following each Account Date (or if applicable
the expiry of the Term) cause an account to be prepared showing
the Service Cost for the Service Period ended on that Account Date
(or if applicable the date of such expiry) and containing a fair
summary of the expenditure referred to and upon the account being
certified by the Landlord's agents it shall be conclusive evidence
for the purposes of this lease of all matters of fact referred to
except in case of manifest error
-31-
(2) the Tenant shall pay the Landlord the Interim Sum on account of
the Service Rent in relation to each Service Period as provided in
clause 3
(3) if the Service Rent for any Service Period:
(a) exceeds the Interim Sum for the Service Period the excess
shall be due to the Landlord on demand or
(b) is less than the Interim Sum for that Service Period the
overpayment shall be credited to the Tenant against
subsequent payments on account of Service Rent until the
overpayment is balanced or in relation to the last Service
Period the overpayment shall be paid by the Landlord to the
Tenant
(4) (a) The Landlord may from time to time require a reasonable
adjustment in relation to any period to any proportion of
Insurance Rent and Service Rent and to the amount of the
Interim Sum (or any of them and in relation to the Service
Rent whether for all purposes or only in relation to one or
more items of Services and/or one or more items of costs as
specified in Part II of schedule 5) and to any other
proportion which may have then been adjusted if in its
discretion but acting in good faith the Landlord considers
that such an adjustment is warranted by any circumstances
relevant to Service Cost or Insurance Cost or the Interim Sum
and the recovery thereof from the tenants of the Building or
(in relation to the Insurance Rent) if such an adjustment is
warranted by any proposal or requirement made by the insurers
(b) Once the Landlord or its agents shall have served the Tenant
with written notice of any such requirement and of the
relevant adjusted proportion or proportions or amount the
same shall forthwith apply for the purposes of Insurance Rent
or (as the case may be) Service Rent or Interim Sum
7. PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED that:
FORFEITURE AND RE-ENTRY
(1) Without prejudice to any other remedies and powers contained in
this lease or otherwise available to the Landlord if
-32-
(a) the whole or part of the rents shall be unpaid for twenty-one
days after becoming payable or
(b) any of the Tenant's covenants in this lease are not performed
or observed in the manner and at the times herein specified
or
(c) the guarantee by any guarantor of the Tenant's obligations is
or becomes unenforceable (in whole or in part) for any reason
whatsoever or
if the Tenant or any guarantor of the Tenant's obligations (or if
more than one person any one of them):
(d) being a company is the subject of a petition or issues a
notice convening a meeting to consider a resolution for its
winding up or enters into liquidation whether voluntarily
(except for reconstruction or amalgamation of a solvent
company on terms previously agreed by the Landlord) or
compulsorily or has a provisional liquidator or a receiver
(including an administrative receiver) appointed or its
directors pass a resolution to petition for an administration
order or one or more of them swears an affidavit in support
of such a petition or is the subject of an administration
order or a petition for one or of a voluntary arrangement or
a proposal for one under Part I Insolvency Act 1986 or is
unable to pay its debts within the meaning of section 123
Insolvency Act 1986 or is otherwise insolvent or having been
registered with unlimited liability it acquires limited
liability or
(e) being a company incorporated outside the United Kingdom is
the subject of any proceedings or event analogous to those
referred to in clause 7(1)(d) in the country of its
incorporation
(f) being an individual is the subject of a bankruptcy petition
or bankruptcy order or of any application or order or
appointment under section 253 or section 273 or section 286
Insolvency Act 1986 or otherwise becomes bankrupt or
insolvent or dies or
(g) enters into or makes any proposal to enter into any
arrangement or composition for the benefit of his creditors
-33-
the Landlord may at any time thereafter (and notwithstanding the
waiver of any previous right of re-entry) re-enter the Premises
whereupon this lease shall absolutely determine but without
prejudice to any Landlord's right of action in respect of any
antecedent breach of the Tenant's covenants in this lease
LETTING SCHEME USE AND EASEMENTS
(2) (Subject only to those easements expressly granted by this lease)
neither the Tenant nor the Premises shall be entitled to any
easement or quasi-easement whatsoever and nothing herein contained
or implied shall give the Tenant the benefit of or the right to
enforce or to have enforced or to prevent the release or
modification of any right easement covenant condition or
stipulation enjoyed or entered into by any tenant of the Landlord
in respect of property not demised by this lease or prevent or
restrict the development or use of the remainder of the Building
or any other land
COMMON PARTS AND SERVICE MEDIA
(3) Subject always to the rights of the local authority the relevant
supply authorities and any other competent authority the Common
Parts and the Service Media are at all times subject to the
exclusive control and management of the Landlord who may from time
to time (if it shall be necessary or reasonable to do so for the
benefit of the Building or otherwise in keeping with the
principles of good estate management) alter divert substitute stop
up or remove any of them (leaving available for use by the Tenant
reasonable and sufficient means of access to and egress from and
servicing for the Premises)
SERVICE OF NOTICES
(4) (a) In addition to any other mode of service any notices to be
served under this lease shall be validly served if served in
accordance with section 196 Law of Property Xxx 0000 as
amended by the Recorded Delivery Service Xxx 0000 or (in the
case of any notice to be served on the Tenant) by sending it
to the Tenant at the Premises
-34-
(b) If the Tenant or any guarantor comprises more than one person
it shall be sufficient for all purposes if notice is served
on one of them but a notice duly served on the Tenant will
not need to be served on any guarantor
RENT CESSER
(5) If and whenever during the Term:
(a) the Premises (other than the Tenant's plant and equipment and
other fixtures of any nature installed by the Tenant) or the
essential means of access to the Premises are damaged or
destroyed by any of the Insured Risks so that the Premises
are incapable of occupation and use and
(b) the insurance of the Building or the payment of any insurance
money has not been vitiated by the act neglect default or
omission of the Tenant or of any person deriving title under
or through the Tenant or their respective servants agents and
invitees
the rent first reserved by this lease or a fair proportion of it
according to the nature and extent of the damage sustained shall
be suspended and cease to be payable from the date of destruction
or damage until whichever is the earlier of the date on which the
Premises (other than as aforesaid) and if applicable the essential
means of access to them are made fit for substantial occupation
and use and the date of expiry of the period for which insurance
of loss of rent is effected (not being less than three years) and
any dispute about such suspension shall be referred to the award
of a single arbitrator to be appointed in default of agreement on
the application of the Landlord or the Tenant to the President for
the time being of The Royal Institution of Chartered Surveyors in
accordance with the Arbitration Acts 1950 and 1979
DETERMINATION (DESTRUCTION OR DAMAGE)
(6) (a) If during the last five years of the Term the Premises shall
be so destroyed or damaged as to be substantially unfit for
occupation and use the Landlord may by not less than six
months' notice given to expire at any time before the first
anniversary of the date of destruction or damage determine
this lease and from the giving of such notice the Landlord's
obligations under clause 5(2)(c) shall
-35-
cease to apply and on the expiry of such notice this lease
shall determine without prejudice to any rights or remedies
which may then have accrued in respect of any breach of any
of the covenants or provisions contained in this lease and
the Landlord shall be entitled to retain the insurance money
DETERMINATION (TENANT'S OPTION)
(b) (i) The Tenant may (subject to the provisions of this
sub-clause) determine this lease as at 25th March
1998. ("the relevant date")
(ii) The Tenant shall give the Landlord written notice of
its intention to determine at least twelve months
before the relevant date
(iii) If the Tenant duly serves a notice under this clause
it shall comply with sub-paragraph (iv) below and
shall procure that vacant possession of the Premises
will be available on the relevant date free of
occupation by and of any estate or interest vested in
the Tenant and any third party and this lease shall
not determine as a result of any notice served by the
Tenant if it is in breach of any of its covenants
contained in this lease (including those contained in
this sub-clause) at the relevant date except to the
extent if at all the Landlord in its absolute
discretion waives compliance with any of them
(iv) On the relevant date the Tenant shall pay the
Landlord by telegraphic transfer the sum of
eighty-three thousand eight hundred and seventy-five
pounds (L83,875) and VAT thereon
(v) If all the requirements of this sub-clause are first
satisfied this lease shall determine on the relevant
date without prejudice to:
(i) any rights or remedies which may have
accrued to either party in respect of any
breach of any of the covenants or
obligations contained in it including
obligations under this sub-clause which
shall continue to bind the parties; and
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(ii) the continuing obligation of the parties to
account to one another on demand for any
Service Charge payment or allowance
apportioned up to the date of determination
as soon as reasonably possible thereafter
(vi) Time is of the essence of all dates and periods
referred to in this sub-clause
LANDLORD'S LIABILITY
(7) The Landlord shall not be liable for:
(a) (without prejudice to the provisions of clause 7(3)) any
closure of any of the Common Parts or stoppage or severance
affecting any of the Service Media due to any cause beyond
the control of the Landlord (acting reasonably)
(b) any act omission or negligence of any of the Landlord's
employees servants or agents in or about the performance or
purported performance of any of the Services or for any loss
accident damage or injury which may at any time during the
Term be suffered by the Tenant or by any person claiming
through it or by its or their employees servants agents
invitees or licensees in any such case beyond any sum which
may be recovered under any policy or policies of insurance
maintained by the Landlord
ARBITRATION FEES
(8) The fees of any arbitrator incurred in any arbitration proceedings
arising out of this lease may be paid to the arbitrator by the
Landlord or by the Tenant notwithstanding any direction or prior
agreement as to liability for payment and any sums so paid for
which the party who pays them initially is not ultimately liable
shall be repayable on demand by the party who is liable for them
RENT REVIEW MEMORANDUM
(9) Forthwith after every agreement or determination of any increase
in the amount of the rent reserved and made payable by virtue of
schedule 4 a memorandum recording the
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increase shall be attached to this lease and to the counterpart
and such memorandum shall be signed by or on behalf of the
Landlord and the Tenant respectively
NO WARRANTY AS TO USE
(10) Nothing contained in this lease shall constitute or be deemed to
constitute a warranty by the Landlord that the Premises are
authorised under Planning Law to be used or are otherwise fit for
any specific purpose
DISPUTES
(11) Any dispute between the Tenant and any other tenant or occupier of
any part of the Building relating to any easement or right
affecting the Building or any part of it shall (unless the
Landlord shall by notice to the parties concerned renounce its
power to determine it) be referred to the Landlord whose decision
(acting in the capacity of an expert) shall be binding upon the
parties to the dispute
RATEABLE VALUE APPEALS
(12) If the Landlord or the Tenant intends to make a proposal to alter
the entry for the Premises in the local non-domestic rating list
it shall notify the other party of its intention and shall
incorporate in the proposal such proper and reasonable
representations as may be made by or on behalf of that party
LANDLORD'S RIGHT TO APPORTION
(13) The Landlord shall be entitled from time to time during the Term
for any reasonable purpose to make such reasonable apportionments
and allocations as the Landlord shall consider appropriate of any
amounts for the time being payable by the Tenant under this lease
including without limitation any allocation (and any retrospective
adjustment) from time to time for the purposes of VAT of part of
the rent first hereby reserved to the benefit of the right granted
by paragraph 2 of schedule II
EXCLUSION OF LANDLORD AND XXXXXX XXX 0000
(14) Having been authorised to do so by an Order of the Shoreditch
Court (No. SD516540) made on the 8th August 1995 under section
38(4)(a) Landlord and Xxxxxx Xxx 0000 the
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parties agree that the provisions of sections 24 to 28 of that Act
shall be excluded in relation to the tenancy to be granted by this
lease
IN WITNESS whereof this Deed has been executed by the parties hereto and is
intended to be and is hereby delivered on the date first above written
SCHEDULE 1
THE PREMISES
ALL THOSE office premises situate on the third floor and being part of the
Building which are shown on the Plans and thereon verged red ALL which premises
include:
(a) the plaster linings and other Interior coverings and facing materials
of those parts of the external walls of the Building as bound the said
premises and of the columns within the said premises and of the walls
within and bounding them from other parts of the Building
(b) the fixed floor coverings (including the carpets at the Premises) and
all materials lying between the upper surface of the structural floor
slab and the floor surface
(c) the ceilings and all materials forming part of them lying below the
lower surface of the structural ceiling slab (including all components
of the suspended ceiling)
(d) all non-load bearing walls and partitions lying within the said
premises
(e) the doors and door frames within and on the boundaries of the said
premises but excluding the lift doors and
(f) all plant and other apparatus and conducting media which are designed
to serve the said premises exclusively
but exclude:
(i) all Service Media and
(ii) the load bearing structure of the Building including the load bearing
structure of the roofs foundations external and internal walls and
columns and the structural slabs of the ceilings and floors and
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(iii) the external surfaces of the Building (except the external surfaces of
any doors and door frames referred to in paragraph (e)) and the whole
of the window glazing and window frames and other fenestration units
constructed in the external walls and in the other boundaries of the
said premises
SCHEDULE 2
EASEMENTS AND RIGHTS GRANTED
1. The right in connection with the Permitted Use subject to the
provisions of clause 7(3) and subject to compliance with all reasonable
rules and regulations in connection with the exercise of such right as
may be prescribed from time to time by the Landlord:
(1) for the Tenant its servants and duly authorised agents
invitees and visitors for the purpose only of ingress and
egress to and from the Premises and the car parking spaces
referred to in paragraph 4 of this schedule to use the Common
Parts and to use all means of escape but only when needed in
an emergency and
(2) to use the Service Media
(3) to use the lavatories in the ground floor Common Parts of the
Building
2. The right of support shelter and protection for the Premises from any
adjoining or neighbouring parts of the Building as enjoyed by the
Premises at the date of this lease
3. The right to use and (to the extent they are designed to take
connections which excludes all air conditioning plant and equipment) to
make connections to any Service Media in on or under the Premises
4. The exclusive right to use thirty-three (33) car parking spaces in the
car park comprised in the Common Parts in such positions as the
Landlord shall from time to time direct
5. The right to install and use conducting telecommunications media in the
risers located in the Common Parts and other media serving the Premises
which can conveniently and properly be located in such risers and which
are installed with the Landlord's approval and to connect the media to
equipment in the Premises and at reasonable times and on reasonable
prior written notice (except in case of emergency) to inspect and to
repair the media from other floor levels of the Building via routes and
by a method designated by the Landlord
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6. The right to have the names (or trading names) of all permitted
occupiers of the Premises displayed on the Landlord's name-boards in
the main entrance lobby of the Building and on the exterior of the
Building provided always that the Landlord shall be entitled to
relocate any such name-board from tine to time and to control its
design
SCHEDULE 3
EXCEPTIONS AND RESERVATIONS
1. The right to build alter or extend (whether vertically or laterally)
any building notwithstanding that the access of light and air or either
of them to the Premises and the lights windows and openings thereof may
be affected
2. The right at reasonable times on not less than 48 hours' prior notice
(except in an emergency) to enter upon the Premises as often as may be
necessary for all the purposes for which the Tenant covenants in this
lease to permit entry and for all purposes in connection with the
carrying out of the Services and for the purposes of complying with any
statutory requirements
3. The right to erect and maintain scaffolding on or against any part of
the Building so long as reasonable and sufficient means of access to
and egress from and servicing the Premises are maintained
4. All rights of light air and other easements and rights (but without
prejudice to those expressly granted by this lease) enjoyed by the
Premises from or over any other part or parts of the Building or any
adjacent or neighbouring land
5. The right for one or more members of any security staff employed by the
Landlord or its agents at any time or times to enter the Premises if it
shall be considered necessary or desirable so to do in connection with
the security of the Building
6. The right to enter the Premises as may be necessary to gain access to
the risers located in the Common Parts for the purpose of inspecting
conducting telecommunications media and other media serving other
premises in the Building
PROVIDED ALWAYS THAT if the Landlord exercises any of the rights by carrying out
work on the Premises it shall forthwith make good any damage caused to them
unless the right has been exercised because of some breach by the Tenant or by
any person claiming through it
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SCHEDULE 4
THE FIRST RESERVED RENT AND THE REVIEW THEREOF
1. In this schedule the following expressions have the respective
specified meanings:
I (1) "CURRENT RENT" means the amount of the yearly rent first
reserved and payable under this lease until the Review Date
which amount is one hundred and sixty-seven thousand seven
hundred and fifty pounds (L167,750)
(2) "REVIEW DATE" means each of:
(a) the twenty-fifth day of March in the year One
thousand nine hundred and ninety-eight
(b) any date so stipulated by virtue of paragraph 5 of
this schedule
(3) "REVIEW RENT" means the yearly clear market rack rental value
which night reasonably be expected to be payable following the
expiry of any period at the beginning of the term which might
be negotiated in the open market for the purposes of fitting
out during which no rent or a concessionary rent is payable
(and on the assumption that the lessee is to have the benefit
of such rent free or concessionary rent period) if the
Premises had been let as a whole by one lease in the open
market by a willing lessor to a willing lessee with vacant
possession on the Review Date without fine or premium for a
term of ten years computed from the Review Date and otherwise
upon the provisions (save as to the amount of the rent first
reserved by this lease but including the provision for rent
review on the expiry of the fifth year of the notional term)
contained in this lease and on the assumption if not a fact
that the said provisions have been fully complied with and on
the further assumptions that:
(a) the Permitted Use and the Premises comply with
Planning Law and every other Enactment free from any
onerous condition restriction and limitation and that
the lessee may lawfully implement and carry on the
Permitted Use
(b) the Premises are fully fitted out for the lessee's
business and are fit and fully equipped for immediate
occupation and operation of the Permitted Use
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(c) no work has been carried out to the Premises which
has diminished their rental value
(d) in case the Building or any part of it has been
destroyed or damaged it has been fully restored
but disregarding any effect on rent of:
(i) the fact that the Tenant or any underlessee or other
occupier or their respective predecessors in title
has been or is in occupation of the Premises
(ii) any goodwill attached to the Premises by the carrying
on in them of the business of the Tenant or any
underlessee or their respective predecessors in title
or other occupier
(iii) (without prejudice to paragraphs 1(3)(b) and 1(3)(c)
of this schedule) any works carried out to the
Premises during the Term by the Tenant or any
permitted underlessee in either case at its own
expense in pursuance of a licence granted by the
Landlord and otherwise than in pursuance of any
obligation to the Landlord
(iv) any contingent obligation on the Tenant to carry out
works of reinstatement and restoration at the end of
the Term
(v) clause 7(6)(b)(iv)
(vi) any payment made by the lessor in connection with
fitting out the Premises by the lessee
(4) "REVIEW SURVEYOR" means an Independent chartered surveyor
appointed pursuant to paragraph 3(1) of this schedule and if
to be nominated by or on behalf of the President for the time
being of the Royal Institution of Chartered Surveyors the said
President to be requested to nominate an independent chartered
surveyor having not less than five years practice in the
locality of the Premises next before the date of his
appointment and recent substantial experience in the letting
and valuation of office premises of a similar character and
quality to those of the Premises and who is a partner or
director of a leading firm or company of surveyors having
specialist market and valuation knowledge of such premises
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2. The yearly rent first reserved and payable from the Review Date until
the expiry of the Term shall be the higher of:
(1) the Current Rent and
(2) the Review Rent
3. If the Landlord and the Tenant shall not have agreed the Review Rent by
the date three months before the relevant Review Date it shall (without
prejudice to the ability of the Landlord and the Tenant to agree it at
any time) be assessed as follows:
(1) the Review Surveyor shall (in the case of agreement about his
appointment) be forthwith appointed by the Landlord or the
Tenant to assess the Review Rent or (in the absence of
agreement at any time about his appointment) be nominated to
assess the Review Rent by or on behalf of the President for
the time being of The Royal Institution of Chartered Surveyors
on the application of the Landlord or the Tenant
(2) Unless the Landlord requires that the Review Surveyor shall
act as an arbitrator (which it may not do after the
appointment has been made save with the consent of the Tenant
and of the Review Surveyor) he shall act as an expert
(3) If the Review Surveyor is appointed as an expert he shall be
required to give notice to the Landlord and the Tenant
inviting each of them to submit to him within such time limits
as he shall stipulate a proposal for the Review Rent supported
(if so desired by the Landlord or the Tenant) by any or all
of:
(i) a statement of reasons
(ii) a professional rental valuation and (separately and
later)
(iii) submissions in respect of each other's statement of
reasons and valuation
but he shall not be bound thereby and shall make the
determination in accordance with his own judgement (including
any determination concerning any party's liability for the
costs of the reference to him)
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(4) If the Review Surveyor is appointed as an arbitrator the
arbitration shall be conducted in accordance with the
Arbitration Acts 1950 and 1979
(5) If the Review Surveyor whether appointed as expert or
arbitrator refuses to act or is or becomes incapable of acting
or dies the Landlord or the Tenant may apply to the President
for the further appointment of another Review Surveyor
4. If the Review Rent has not been agreed or assessed by the relevant
Review Date the Tenant shall:
(1) continue to pay the Current Rent on account and
(2) pay the Landlord within seven days after the agreement or
assessment of the Review Rent the amount (if any) by which the
Review Rent for the period commencing on the relevant Review
Date and ending on the quarter day following the date of
payment exceeds the Current Rent paid on account for the same
period plus interest (but calculated at 4% per annum below the
Stipulated Rate) for each instalment of rent due on and after
the relevant Review Date on the difference between what would
have been paid on that rent day had the Review Rent been fixed
and the amount paid on account (the interest being payable
from the date on which the instalment was due up to the date
of payment of the shortfall)
5. If any Enactment restricts the right to review rent or to recover an
increase in rent otherwise payable then when the restriction is
released the Landlord may at any time within six months after the date
of release give to the Tenant not less than one month's notice
requiring an additional rent review as at the next following quarter
day which shall for the purposes of this lease be a Review Date
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SCHEDULE 5
SERVICES
PART I
1. Inspecting maintaining and repairing amending altering rebuilding and
renewing and where appropriate treating washing down painting and
decorating all load bearing and other structural parts of the Building
and the relevant parts of it described in paragraphs (ii) and (iii) of
schedule I
2. Inspecting servicing maintaining and repairing renewing amending
overhauling and replacing all apparatus plant machinery and equipment
within the Building from time to time not serving any Lettable Unit
exclusively
3. Inspecting maintaining repairing cleansing emptying amending altering
and renewing all Service Media
4. Providing maintaining operating renewing and replacing any fire alarms
and ancillary apparatus and fire prevention and fire fighting equipment
and apparatus in the Common Parts
5 Keeping the Common Parts properly cleansed treated, maintained and lit
to such standard as the Landlord may from time to time consider
reasonably adequate
6. Providing mechanical ventilation heating and cooling for the Building
during Normal Business Hours
7. Providing and maintaining at the Landlord's reasonable discretion any
architectural or ornamental features or murals and any plants shrubs
trees or garden area in the Common Parts and maintaining the same
8. Supplying whether by purchase or hire and maintaining renewing
replacing repairing servicing and keeping in good and serviceable order
and condition all fixtures and receptacles appliances materials
equipment plant and other things which the Landlord may deem desirable
or necessary for the maintenance appearance upkeep or cleanliness of
the Building or any part of it or otherwise in connection with the
provision of the Services
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9 Cleaning as frequently as the Landlord shall in its discretion consider
adequate the exterior and interior of all window glazing and window
frames and other fenestration units in the Common Parts and the outside
of the window glazing referred to in paragraph (iii) of schedule I
10. Disposing of refuse from the Building (including collecting and
compacting or otherwise treating or packaging as the Landlord thinks
fit such refuse) and the provision repair maintenance and renewal of
any plant and equipment in connection therewith
11. Maintaining an adequate supply of cold water to and supplying washing
and toilet requisites in the lavatory accommodation in the ground floor
Common Parts of the Building
12. Such rodent or other pest control in the Common Parts as the Landlord
shall consider necessary or desirable
13. Providing a security service to the Common Parts during Normal Business
Hours including:
(1) providing one or more commissionaires in the ground floor
entrance lobby of the Building during Normal Business Hours;
and
(2) providing installing maintaining repairing and renewing such
other security systems to the Common Parts as the Landlord
deems desirable
14. Any other services relating to the Building or any part of it provided
by the Landlord from time to time which shall be:
(1) reasonably capable of being enjoyed by the occupier of the
Premises or
(2) reasonably calculated to be for the benefit of the Tenant or
other tenants of the Building or
(3) appropriate for the maintenance upkeep or cleanliness of the
Building or
(4) otherwise in keeping with the principles of good estate
management
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PART II
1. All fees and disbursements of any individual or firm or company
employed or retained by or on behalf of the Landlord or its agents
(including without limitation managing agents fees) for or in
connection with:
(1) any surveying or accounting functions for the Building; and
(2) the performance of the Services or any of them and any other
duties in or about the Building or any part of it relating to
the general management administration security maintenance
protection and cleanliness of the Building
2. The reasonable fees of the Landlord for any of the Services or for the
functions and duties referred to in paragraph 1 of this Part of this
schedule which shall be undertaken by the Landlord and not by a third
party
3. The cost (in addition to any fees referred to in paragraph 2 and where
the context permits paragraph 1 of this Part of this schedule) of
employing (whether by the Landlord or any managing agents or any other
individual or firm or company) such staff as the Landlord may in its
absolute discretion consider appropriate for the performance of the
Services and the functions and duties referred to in paragraph 1 of
this Part of this schedule and all other incidental expenditure in
relation to such employment including without prejudice to the
generality of the foregoing:
(1) salaries wages pensions and pension contributions benefits in
kind and other emoluments and National Insurance and other
statutory contributions or levies;
(2) the provision of uniforms and working clothing; and
(3) the provision of vehicles tools appliances cleaning and other
material fixtures fittings and other equipment for the proper
performance of their duties and a store for housing the same
4. The cost of entering into and keeping on foot any contracts for the
carrying out of all or any of the Services and for insurance against
the need to repair any Service Media
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5. All rates taxes assessments duties charges impositions and outgoings
which are now or during the Term shall be charged assessed or imposed
on:
(1) the whole of the Building where there is no separate charge
assessment or imposition on or in respect of a Lettable Unit
(2) the whole of the Common Parts or any part of them
excluding any tax (other than VAT) payable by the Landlord as a direct
result of any actual or implied dealing with the reversion of any Lease
or of the Landlord's receipt of income
6. The cost of the supply of water to all lettable space (including the
Premises) within the Building and of water electricity and gas to the
Common Parts and for the provision of the Services and all meter rents
and the cost of any electricity generating transforming monitoring
metering and distribution plant machinery and equipment in or servicing
the Building
7. The cost which the Landlord may be called upon to pay as a contribution
towards the expense of making repairing maintaining rebuilding and
cleansing any ways roads pavements or structures Service Media or
anything which may belong to or be used for the Building or any part of
it exclusively or in common with other neighbouring or adjoining
premises
8. The cost of taking all steps deemed desirable or expedient by the
Landlord for complying with or making representations against or
otherwise contesting the incidence of the provisions of any Enactment
relating to or alleged to relate to the Building or any part or it for
which any tenant is not directly and exclusively liable
9. The cost to the Landlord of abating any nuisance in respect of the
Building or any part of it insofar as the same is not the liability of
any tenant
10. The cost of making such provision (if any) for anticipated expenditure
during the Term in respect of any of the Services as the Landlord may
in its absolute discretion consider appropriate
11. Any interest and fees in respect of money borrowed to finance the
provision of the Services and the costs referred to in this Part of
this schedule or any of them
12. Any VAT (or any tax of a similar nature which may be substituted for or
levied in addition to it) incurred by the Landlord on any other amount
comprised in the Service Cost save to the extent
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that the Landlord obtains credit for such VAT incurred by the Landlord
pursuant to sections 24, 25 and 26 Value Added Tax Xxx 0000 or any
regulations made thereunder
13. All other costs Services incurred in connection with the provision of
the Services
( THE COMMON SEAL of ORTEM
( DEVELOPMENTS LIMITED was
( hereunto affixed in the
( presence of:
/s/
_________________________________________
Director
/s/ Xxxxx X. Xxxxx
_________________________________________
Director
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