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EXHIBIT 10.19
DATE May 8th, 1997
ROYAL LIVER ASSURANCE LIMITED
and
PLANTRONICS LIMITED
LEASE
of premises known as
Unit C Plot 5 Interface Business Park Bincknoll Xxxx
Xxxxxxx Xxxxxxx Wiltshire
XXXXXX X XXXX
3RD FLOOR, ROYAL XXXXX XXXXXXXX
XXXX XXXX
XXXXXXXXX X0 0XX
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THIS LEASE is made the eight day of May 1997
BETWEEN ROYAL LIVER ASSURANCE LIMITED whose registered office is at Royal Xxxxx
Xxxxxxxx Xxxx Xxxx Xxxxxxxxx X0 0XX (hereinafter called the "Landlord" which
expression shall where the context so admits include the estate owner for the
time being of the reversion of the premises hereby demised expectant on the term
hereby granted) of the one part and PLANTRONICS LIMITED whose registered office
is at 000 Xxxxx Xxx Xxxx Xxxxxx XXXX 0XX Company Registration Number: 1773891
(hereinafter called the "Tenant" which expression shall where the context so
admits include the estate owner for the time being in respect of the term hereby
granted) of the other part
1 DEFINITIONS
1.1 "Demised Premises" means the premises described in the First
Schedule hereto
1.2 "the Plan" means the plan annexed to this lease
1.3 "Term" shall be a term of years commencing on the date hereof
and expiring on the 28th September 2015
1.4 "Service Media" means the common watercourses water supply pipes
waste water pipes soil pipes drains sewers gutters downpipes gas
pipes fuel pipes oil pipes electricity cables telephone cables
sprinklers ducts conduits flues wires and all other conducting
media plant equipment and apparatus for the provision or supply
of services serving the Development or any part thereof
including (but not serving exclusively) the Demised Premises and
where applicable serving in common any adjoining or adjacent
building or premises
1.5 "Planning Law" means every law for the time being in force by
virtue of the Town and Country Planning Xxx 0000, the Planning
(Listed Buildings and Conservation Areas) Xxx 0000, the Planning
(Consequential Provisions) Xxx 0000, the Planning (Hazardous
Substances) Xxx 0000, and the Planning and Compensation Xxx 0000
1.6 "Interest" means an amount or amounts equivalent to Four per
cent per annum above the Base Rate of National Westminster Bank
PLC for the time being in force (except in respect of Clause 7 )
where the rate shall be the base rate as aforesaid) (or if such
Base Rate shall no longer be readily ascertainable a rate of
interest of at least Ten per cent per
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annum specified by the Landlord as representing its opinion of
the equivalent rate) calculated on a daily basis from the due
date for payment to the day of actual payment thereof (whether
before or after judgement) compounded quarterly on each usual
quarter day (and so in proportion for part of a quarter)
1.7 "Common Parts" means all car parking areas forecourts and
loading and unloading and service areas (whether used
exclusively or otherwise) and also all parts of the Development
which do not from time to time comprise Lettable Units and which
are intended for general use or use by more than one occupier of
the Development including without prejudice to the generality of
the foregoing all the following which may from time to time be
comprised in or appurtenant to the Development the roadways
paths pavements vehicular and pedestrian ways court yards
loading unloading and parking areas the Service Media retaining
party and perimeter walls palisades landscaped areas gates
fences fire escape ways ramps signs and notice boards storage
areas refuse collection and disposal areas and parking areas
1.8 "Service Charge" means:-
1.8.1 43 per cent of any service charge payments demanded of
the Landlord or paid or incurred by the Landlord
pursuant to the terms of the Transfer dated the 2nd
January 1990 made between (1) Trafalgar House Business
Parks Limited and (2) Canynge Xxxxxxxx Limited
1.8.2 43 per cent of all sums incurred by or demanded of the
Landlord for the maintenance repair renewal cleansing
and lighting of the roadway shown coloured xxxxx on the
Plan and also all service media which serve the
Development
1.9 "Development" means the land (of which the Demised Premises form
part) and all buildings and other structures of whatsoever
nature from time to time erected thereon or on some part or
parts thereof and the appurtenances thereof which land is known
as Xxxx 0 Xxxxxxxxx Xxxxxxxx Xxxx Xxxxxxxxx Xxxx Xxxxxxx Xxxxxxx
and for the purpose of identification only is shown edged green
on the Plan
1.10 "Lettable Unit" means any unit of accommodation forming part of
the Development which is or is intended by the Landlord at any
material time to be the subject matter of a separate letting
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1.11 "Landlord's Surveyors" means such surveyors or other staff
(whether or not retained or employed by the Landlord) who shall
fulfil the functions allocated to them by this Lease
1.12 "Insured Risks" means loss or damage (other than in the case of
war invasion ionising and other radiation or other similar cause
for which the Demised Premises or any premises of which the
Demised Premises form part are not covered under the Landlord's
insurance policy or policies for the time being and subject to
such exclusions and limitations as may be imposed by the
insurers) by fire explosion storm tempest flood impact malicious
damage property owners liability and (in times of peace)
aircraft and articles dropped or falling therefrom and also
against third party risks and such other risks and perils as the
Landlord shall in its absolute discretion determine including
three years loss of rent (including estimated increases upon
review) and an additional sum to cover the cost of debris
removal demolition site clearance Architects and Surveyors fees
liability to pay charges or fees upon the submission of
applications for planning permission or other consents which may
be required for reinstatement and Value Added Tax thereon
including insurance revaluation fees
1.13 "the 1995 Act" means the Landlord and Tenant (Covenants) Xxx
0000
1.14 "Unit A" means Unit A Xxxx 0 Xxxxxxxxx Xxxxxxxx Xxxx Xxxxxxxxx
Xxxx edged blue on the Plan
2 IN CONSIDERATION of the rents hereby reserved and the covenants and
conditions herein contained on the part of the Tenant the Landlord
HEREBY DEMISES unto the Tenant the Demised Premises which expression
shall include all alterations additions and improvements at any time and
from time to time made thereto and all fixtures and fittings plant and
machinery and any new buildings erected thereon during the Term TOGETHER
WITH so far as the Landlord has power to grant the same (in common with
the Landlord and all other persons authorised by the Landlord or
entitled thereto) the rights (if any) set out in the Second Schedule
hereto EXCEPTING AND RESERVING to the Landlord the rights set out in the
Third Schedule hereto and SUBJECT TO and with the benefit of any matters
contained or referred to in the registers of title number WT 111772 TO
HOLD the same unto the Tenant for the Term YIELDING AND PAYING THEREFOR
FIRST from the 15th day of December 1997 until the first Date of Review
(as that expression is hereinafter defined) the yearly rent of Ninety
six thousand pounds (pound sterling96,000) and for the remainder of the
Term the yearly rent to be agreed or determined as hereinafter appearing
such rent to be paid in advance without any deduction or set
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off by equal quarterly payments on the four usual quarter days in every
year save that the first of such payments or a proportionate part
thereof shall be made on the 15th day of December 1997 and shall be the
appropriate proportion of the said yearly rent from the 15th day of
December 1997 to next succeeding quarter day AND SECONDLY by way of
additional rent on demand a fair proportion to be determined by the
Landlord or the Landlord's Surveyors for the time being of all sums of
money (including any increased premium payable as a result of the use of
the Demised Premises by the Tenant or other occupiers thereof) as may be
expended by the Landlord in effecting or maintaining the insurance of
the Demised Premises against the Insured Risks provided that in
particular no deduction shall be allowed to or made by the Tenant in
respect of any agency allowance or other commission or discount whether
paid or allowed to the Landlord itself or otherwise and the full nominal
or gross amount of each sum or premium (before deduction of any such
allowance commission or discount) shall be treated as expended by the
Landlord for the said insurance and the Landlord shall be entitled to
retain for its own benefit the said agency allowance other commission or
discount so allowed AND THIRDLY also by way of additional rent payable
in accordance with Clause 3.30 the Service Charge PROVIDED THAT if and
whenever the Tenant shall pay the said rent or rents after the day on
which the same shall become due the Tenant shall pay to the Landlord
Interest and the amount of Interest so payable shall at the option of
the Landlord be recoverable by action or as rent in arrear
3 THE TENANT HEREBY COVENANTS with the Landlord as follows:
3.1 RENTS
To pay the respective rents herein reserved including any increased rent
at the times and in the manner provided by Banker's Standing Order or
Direct Debit or such other means as the Landlord may require provided
that any payment made by Standing Order or Direct Debit will not be
treated as having been made until the monies are received by the
Landlord's bank TOGETHER WITH any tax now or hereafter imposed on the
payments of rents other than one required by statute to be borne by the
Landlord and without prejudice to any other rights of the Landlord to
pay to the Landlord on demand an amount equal to Interest on any rent or
other payment of whatsoever nature due from the Tenant to the Landlord
(including any rent or other payment not demanded nor if demanded not
accepted by the Landlord because of the Tenant's breach of covenant) in
respect of the period from the due date until payment is received or
accepted
3.2 OUTGOINGS
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To pay and discharge all existing and future rates taxes duties charges
assessments impositions and outgoings of any description whatsoever
which are now or may at any time hereafter be assessed charged or
imposed upon or be payable in respect of the Demised Premises or any
part thereof or on the owner or occupier thereof (save only for any
occasioned by any disposition or dealing with or the ownership of any
estate or interest expectant on the reversion on the termination of the
term) PROVIDED ALWAYS THAT where such rate tax duty charge or assessment
is assessed or levied on the Landlord the Tenant shall have the right to
require the Landlord to appeal such rate tax duty charge or assessment
and to conduct such appeal as reasonably directed by the Tenant subject
to the Tenant indemnifying the Landlord against all costs expenses
claims and liability directly or indirectly incurred by the Landlord in
respect of such appeal and without prejudice to the generality of the
foregoing to pay to the Landlord the amount of any rates or surcharge
payable by the Landlord after the date of termination of the term
through the Landlord's ability to claim void rate relief for the maximum
period (commencing on the date of termination of the term) which would
have been allowed had the Demised Premises been occupied up to the date
of the termination of the term up to a maximum amount payable by the
Tenant to the Landlord under this sub-clause equal to one half of the
total relief available
3.3 JOINT OUTGOINGS
In the event of any rates taxes duties charges assessments impositions
or outgoings being assessed charged or imposed upon or being payable
during the Term in respect of any premises of which the Demised Premises
or any part thereof form part or jointly with other premises to bear and
pay to or by the direction of the Landlord the proportions of the same
which are fairly and properly attributable to the Demised Premises or
any part thereof as certified by the Landlord or the Landlord's
Surveyors and to keep the Landlord effectually indemnified against the
same
3.4 COST OF SERVICES CONSUMED
To pay for all (or where applicable a due proportion of the cost of) gas
and electricity and other fuel or power consumed and water telephone and
any other services in or to the Demised Premises and the rent of all
meters and any other charges for the supply thereof and to comply with
all regulations and requirements of the Boards or other Authorities and
Companies supplying the same
3.5 REPAIR AND DECORATION
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3.5.1 At all times (except in the case of damage by any of the
Insured Risks save to the extent that such policies
shall have been vitiated or payment refused in
consequence of some act or default of the Tenant) to the
satisfaction of the Landlord or the Landlord's Surveyors
well and substantially to maintain cleanse repair and
keep in good and substantial repair order and condition
(and renew by way of repair) the whole of the Demised
Premises and every part thereof including without
prejudice to the generality of the foregoing the
sanitary water heating cooling and ventilating apparatus
the fire escapes roadways paths walls sewers drains
conduits gutters watercourses pipes cables wires ducts
and mains and apparatus associated therewith and any
equipment fixtures and fittings ancillary thereto
forming part of the Demised Premises and as and when
required by the Landlord to clean and repoint any
external stone and brickwork of the Demised Premises
3.5.2 To paint with three coats of good quality paint in
colours approved by the Landlord in a proper and
workmanlike manner or to treat with appropriate
materials all the wood iron stucco and cement work and
other parts of the Demised Premises heretofore or
usually or properly painted or otherwise treated as to
the external work in every third year of the Term and in
the last year of the Term or on sooner determination
(howsoever determined) of the Term and as to the
internal work in every fifth year and in the last year
of the Term or on sooner determination (howsoever
determined) of the Term and after every painting to
grain polish varnish wash stop whiten and colour all
such parts as are usually so treated and to repaper with
suitable paper of good quality the parts usually papered
3.5.3 To clean the inside and outside of all windows of the
Demised Premises as often as necessary
3.5.4 To enter into specialist contracts for the proper
servicing and maintenance at intervals of not less than
once a year of any boiler heating and hot water systems
lifts plant sprinklers fire alarms and air conditioning
such contracts or copies thereof to be produced to the
Landlord on request
3.5.5 To keep all landscaped areas of the Demised Premises in
a neat and tidy condition and duly tended
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3.5.6 To maintain repair cleanse and light that part of the
roadway and pathway within the Development coloured
purple on the Plan
3.6 WORKS
At the Tenant's own expense to execute all such works as may under any
Act of Parliament or bye-law of any local or other Public Authority
already or hereafter to be passed be required by any Local or Public
Authority to be executed whether by the Landlord or Tenant thereof at
any time during the Term upon or in respect of the Demised Premises or
the user thereof authorised by this Lease or for the benefit of the
persons employed therein AND not to do or omit any act or thing by
reason of which the Landlord may incur or have imposed on it or become
liable to pay any penalty and at all times as well after as before the
determination of the Term to keep the Landlord indemnified against all
liability loss damages costs and expenses arising out of or incidental
to any contravention of or non-compliance with the provisions of this
sub-clause and to conform in all respects with the provisions of and
regulation under any Act of Parliament or bye-law which may be
applicable to the Demised Premises
3.7 NOTICES
Forthwith to give notice in writing to the Landlord of any defect in the
state of the Demised Premises which would or might give rise to an
obligation on the Landlord to do or refrain from doing any act or thing
in order to comply with any duty of care imposed on the Landlord
pursuant to the Defective Premises Act 1972 and to indemnify and to keep
indemnified the Landlord from and against all loss claims actions costs
or demands arising from any failure to give such notice and at all times
to display and maintain any notices (including the wording thereof)
which the Landlord may from time to time display or require to be
displayed at the Demised Premises
3.8 ENTRY
3.8.1 To permit the Landlord and the Landlord's Surveyors with
or without workmen and others at all reasonable times in
the daytime after first giving reasonable notice to the
Tenant to enter the Demised Premises to view the
condition thereof and to take inventories of the
Landlord's fixtures and fittings and to make inspections
in order to value the Demised Premises for insurance
sale rent review or other reasonable purposes
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3.8.2 To permit the Landlord and the lessees of the Landlord
and their respective employees workmen and agents and
any other persons entitled thereto to enter upon the
Demised Premises upon forty-eight hours notice (except
in emergency) without compensation (beyond making good
damage to the Demised Premises) to exercise the rights
set out at paragraphs 3, 4 and 5 the Third Schedule
hereto
3.9 FAILURE TO REPAIR
To comply with any notice in writing which the Landlord shall give to
the Tenant or leave for the Tenant upon the Demised Premises specifying
any want of repair or decoration for which the Tenant is liable under
the covenants herein contained and if the Tenant shall not within three
calendar months after the date of such notice complete the execution of
all work necessary to make good such wants of repair or decoration to
permit the Landlord (but without prejudice to the right of re-entry
hereinafter contained) to enter the Demised Premises and carry out such
work and all expenses thereby incurred shall on demand be paid by the
Tenant to the Landlord and if the same shall not be so paid within ten
days of the date of demand they shall be added to the rent hereinbefore
reserved and be recoverable as rent and shall carry Interest from the
date of demand to the date of actual payment
3.10 ALTERATIONS
3.10.1 Not to make any addition or alteration to the exterior
or structure or to any principal or load bearing wall
beam or girder or to any means of access or to the
elevation external design appearance or external
decorative scheme of the Demised Premises nor to erect
any new building or structure of any kind on any part of
the Demised Premises
3.10.2 Subject to the preceding sub-clause hereof not without
the Landlord's previous written consent such consent not
to be unreasonably withheld to make any addition or
alteration to the interior or to the internal
arrangement partitioning design or appearance of the
Demised Premises or to the electrical wiring or to the
heating or air conditioning plant equipment and
apparatus (if any) or sprinkler system (if any) in the
Demised Premises except in accordance with plans and
specifications thereof previously submitted at the
Tenant's expense in quadruplicate to and approved in
writing by the Landlord and in a manner approved by the
Landlord and in accordance with any relevant terms
conditions
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recommendations and regulations of the Institution of
Electrical Engineers and the electricity and water
supply and fire control authorities and the insurance
company with whom the Demised Premises are for the time
being insured PROVIDED ALWAYS THAT no such alterations
additions modifications or erections shall be carried
out until the Landlord has issued its consent in writing
to which the Tenant shall if required by the Landlord
join as a party in order to give such covenants
including those relating to reinstatement as the
Landlord may reasonably require (such consent subject to
compliance with the foregoing not to be unreasonably
withheld)
3.10.3 To submit to the Landlord such other plans elevations
sections and specifications necessary to enable the
Landlord to consider any application for such approval
and to pay the costs fees and disbursements (including
fees paid for professional advice) whether such approval
be granted or not incurred by the Landlord consequent
upon any such application or upon any reinstatement
3.10.4 Before the end of the Term or forthwith upon sooner
determination thereof or the determination of any
extension thereof if so required by the Landlord to
reinstate the Demised Premises to the reasonable
satisfaction of the Landlord's Surveyors to the state
and condition as that existing at the commencement of
the Term
3.10.5 Notwithstanding the above the Tenant shall be entitled
(with the consent of the Landlord) to install alter or
remove demountable partitions which do not affect the
structure of the Demised Premises
3.11 INSURANCE
Not to do or permit or suffer to be done anything whereby the policy or
policies of insurance in respect of the Demised Premises or of any
adjoining or nearby property may become void or voidable and to repay to
the Landlord all sums paid by way of increased premiums and all expenses
incurred by the Landlord in or about any renewal of such policy or
policies rendered necessary by a breach of this covenant and in the
event of the Tenant doing anything which shall increase the rate of
premium for insuring the Demised Premises or any adjoining premises of
the Landlord to a rate higher than that previously charged in respect of
premises similar to the Demised Premises or any adjoining premises of
the Landlord to pay the revised premium for insuring the Demised
Premises or any adjoining premises of the Landlord and if such sums
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expenses and premiums shall not be paid within Fourteen days of the date
of demand they shall be added to the rent hereinbefore reserved and be
recoverable as rent and shall carry Interest from the date of demand to
the date of actual payment
3.12 DEALINGS
3.12.1 The Tenant must not hold the Demised Premises on trust
for another. The Tenant must not part with possession of
the Demised Premises or any part of them or permit
another to occupy them or any part of them except
pursuant to a transaction permitted by and effected in
accordance with the provisions of this Lease
3.12.2 The Tenant must not assign sublet or charge part only of
the Demised Premises nor charge the whole of the Demised
Premises
3.12.3 Subject to clauses 3.12.4 and 3.12.5 the Tenant must not
assign the whole of the Demised Premises without the
consent of the Landlord whose consent may not be
unreasonably withheld or delayed
3.12.4 If any of the following circumstances which are
specified for the purposes of the Landlord and Xxxxxx
Xxx 0000 section 19(1A) applies either at the date when
application for consent to assign is made to the
Landlord or after that date but before the Landlord's
consent is given the Landlord may withhold his consent
and if after the Landlord's consent has been given but
before the assignment has taken place any such
circumstances apply the Landlord may revoke his consent,
whether his consent is expressly subject to a condition
as referred to in subclause 3.12.5.4 or not. The
circumstances are:
3.12.4.1 that any sum due from the Tenant under this
Lease remains unpaid or if the reasonable
opinion of the Landlord there is a subsisting
material breach of covenant in this lease on the
part of the Tenant
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3.12.4.2 that in the Landlord's reasonable opinion the
assignee is not a person who is likely to be
able to comply with the tenant covenants of this
Lease and to continue to be able to comply with
them following the assignment
3.12.4.3 that the proposed assignee is an associated
company of the Tenant
3.12.4.4 that the proposed assignee is not resident in
Great Britain
provided that whilst the Tenant remains Plantronics
Limited clauses 3.12.4.3 and 3.12.4.4. shall not apply
3.12.5 The Landlord may impose any or all of the following
conditions which are specified for the purposes of the
Landlord and Xxxxxx Xxx 0000 section 19(1A) on giving
any consent for an assignment by the Tenant, and any
such consent is to be treated as being subject to each
of the following:
3.12.5.1 a condition that on or before any assignment
and before giving occupation to the assignee the
Tenant requesting consent to assign, together
with any former tenant who by virtue of the 1995
Act section 11 was not released on an earlier
unauthorised assignment of this Lease must enter
into an authorised guarantee agreement in favour
of the Landlord in the terms set out in the
Fifth Schedule
3.12.5.2 a condition that if reasonably so required by
the Landlord on an assignment to an individual
or body corporate or partnership or other person
not being a Government Department the assignee
must ensure that a guarantor or guarantors
reasonably acceptable to the Landlord enter into
a guarantee of the covenants of the assignee the
guarantee to be in the terms set out in the
Fifth Schedule
3.12.5.3 a condition that upon or before any assignment
the Tenant making the request for consent to
assign must give to the Landlord a copy of the
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health and safety file required to be maintained
under the Construction (Design and Management)
Regulations 1994 containing full details of all
works undertaken to the Demised Premises by that
Tenant and
3.12.5.4 a condition that if at any time before the
assignment the circumstances specified in clause
3.12.4, or any of them apply the Landlord may
revoke the consent by written notice to the
Tenant
3.12.6 The Tenant must not sublet the whole of the Demised
Premises without the consent of the Landlord whose
consent may not be unreasonably withheld or delayed
3.12.7 Every permitted sublease must be granted, without a fine
or premium at a rent not less than the open market rent
payable in respect of the Demised Premises to be
approved by the Landlord before the sublease or in
default of any such approval as may be determined by a
single arbitrator in accordance with the Arbitration Xxx
0000 or by an expert (as the Landlord shall elect) and
as additional yearly rents amounts equivalent to and
consistent with the additional rents hereby reserved and
the open market rent to be payable in advance on the
days on which such rent is payable under this Lease.
Every permitted sublease must contain provisions
approved by the Landlord
3.12.7.1 for the upwards only review of the rent
reserved by it on the basis set out in clause 7
and on the Dates of Review
3.12.7.2 prohibiting the subtenant from doing or
allowing anything in relation to the Demised
Premises inconsistent with or in breach of the
provisions of this Lease
3.12.7.3 for re-entry by the sublandlord on breach of
any covenant by the subtenant
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3.12.7.4 imposing an absolute prohibition against all
dealings with the Demised Premises other than
assignment of the whole
3.12.7.5 prohibiting assignment of the whole of the
Demised Premises without the consent of the
Landlord under this Lease
3.12.7.6 requiring the assignee on any assignment of the
sublease to enter into direct covenants with the
Landlord to the same effect as those contained
in clause 3.12.8
3.12.7.7 prohibiting the subtenant from holding on trust
for another or permitting another to share or
occupy the whole or any part of the Demised
Premises
3.12.7.8 imposing in relation to any permitted
assignment the same obligations for registration
with the Landlord as are contained in this Lease
in relation to dispositions by the Tenant
3.12.8 Before any permitted subletting the Tenant must ensure
that the subtenant enters into a direct covenant with
the Landlord that while the subtenant is bound by the
tenant covenants of the sublease and while he is bound
by an authorised guarantee agreement the subtenant will
observe and perform the tenant covenants contained in
this Lease except the covenant to pay the rent reserved
by this Lease and in that sublease
3.12.9 In relation to any permitted sublease, the Tenant must
enforce the performance and observance by every
subtenant of the provisions of the sublease and must not
at any time either expressly or by implication waive any
breach of the covenants or conditions on the part of any
subtenant or assignee of any sublease, or without the
consent of the Landlord, whose consent may not be
unreasonably withheld or delayed vary the terms of any
permitted sublease
3.13 SHARING OF OCCUPATION
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Not to share the occupation of the whole or part of the Demised Premises
PROVIDED ALWAYS THAT any Tenant for the time being being a limited
company may with the consent of the Landlord (such consent not to be
unreasonably withheld) share the occupation of the Demised Premises with
a company within the same group (as that expression is defined in
Section 42 of the Landlord and Tenant Act 1954) PROVIDED FURTHER THAT no
such sharing of occupation shall be effected so as to afford the
relevant company security of tenure in the relevant premises nor to
create a relationship of lessor and lessee
3.14 REGISTRATION
Within twenty-one days from the date thereof to produce of every
assignment underlease transfer mortgage charge probate letters of
administration order instrument or other writing effecting or evidencing
any transmission or devolution of any estate or interest (derivative or
otherwise) in the Demised Premises to the Landlord or its solicitors for
registration and to leave a certified copy of the same to pay to the
Landlord or its solicitors a reasonable registration fee (being not less
than ten pounds)
3.15 USER
3.15.1 Not to use the Demised Premises or any part thereof
otherwise than for purposes within Classes BI and B8 of
The Town and Country Planning (Use Classes) Order 1987
together with ancillary car parking
3.15.2 In the event of the Demised Premises remaining
unoccupied for seven days to give notice to that effect
to the Landlord and to ensure that the premises are
properly locked and secured and to make such other
provisions for supervision and security of the Demised
Premises as the Landlord shall reasonably consider
necessary
3.16 STATUTORY REQUIREMENTS
3.16.1 To comply at all times during the Term with all
statutory and other requirements for ensuring the health
safety and welfare of the persons (including disabled
persons) using or employed in or about the Demised
Premises or any part thereof and in particular but
without prejudice to the generality of the foregoing the
Xxxxxxx Xxx 0000 the Offices Shops and Xxxxxxx Xxxxxxxx
Xxx 0000 and the
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Health and Safety at Work Xxx 0000 or any statutory
modification or re-enactment thereof for the time being
in force and all regulations and orders made thereunder
and to indemnify and keep the Landlord indemnified
against any breach or non observance thereof or any
liability in respect thereof and also to produce to the
Landlord on demand sufficient evidence of compliances as
aforesaid
3.16.2 Without prejudice to the generality of clause 3.16.1 the
Tenant must comply with the provisions of the
Construction (Design and Management) Regulations 1994
('the CDM Regulations'), be the only client as defined
in the provisions of the CDM Regulations, fulfil, in
relation to all and any works, all the obligations of
the client as set out in or reasonably to be inferred
from the CDM Regulations, and make a declaration to that
effect to the Health and Safety Executive in accordance
with the Approved Code of Practice published from time
to time by the Health and Safety Executive in relation
to the CDM Regulations.
3.16.3 At the end of the Term, the Tenant must forthwith
deliver to the Landlord any and all health and safety
files relating to the Demised Premises in accordance
with the CDM Regulations
3.17 NUISANCE
3.17.1 Not to do on the Demised Premises or any part thereof or
on adjoining or neighbouring premises any act matter or
thing whatsoever nor cause any smoke effluvia vapour
grit smells or odour which shall in the opinion of the
Landlord be or become a nuisance danger damage annoyance
inconvenience or disturbance to the Landlord or the
owners tenants or occupiers of any adjoining or
neighbouring property And not to hold any sale by
auction on the Demised Premises And not to carry on upon
the Demised Premises or any part thereof any offensive
or noisy trade business manufacture or occupation or use
the Demised Premises for any illegal or immoral or
political purpose and not to allow any person to reside
or sleep in the Demised Premises nor to xxxx or re-heat
or prepare in any way any food therein save as a minor
facility to those employed within the Demised Premises
and not to play any loud music on the Demised Premises
3.17.2 To pay all costs charges and expenses incurred by the
Landlord in abating any nuisance public or private
caused by the Tenant or any occupant of the Demised
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Premises or its or their servants agents licensees and
invitees whether emanating from the Demised Premises or
otherwise affecting the Demised Premises and executing
all such works as may be necessary for abating any such
nuisance or for remedying any other matter in connection
with the Demised Premises whether or not in obedience to
a notice served by a Local Authority
3.17.3 Not to form any refuse dump or rubbish or scrap heap on
the Demised Premises but to keep all waste materials and
other discarded matter in suitable receptacles and to
remove or cause to be removed daily all perishable or
malodorous refuse and not less frequently than once a
week all other refuse rubbish or scrap which may have
accumulated on the Demised Premises and all used tins
cans boxes and other containers and comply with such
directions and regulations as the Landlord may prescribe
for the disposal of rubbish and generally to keep the
Demised Premises and any pavement or forecourt space
between the Demised Premises and any adjoining premises
in a clean and tidy condition free from deposits of
materials or refuse and not to bring or keep upon the
Demised Premises anything which is or may become in the
opinion of the Landlord untidy unclean unsightly or in
any way detrimental to the amenity of the neighbourhood
3.17.4 Not to allow to pass into the sewers drains or
watercourses serving the Demised Premises any noxious or
deleterious effluent or other substance which will cause
an obstruction in or injure the said sewers drains or
watercourses and in the event of obstruction or injury
forthwith to make good such damage to the reasonable
satisfaction of the Landlord's Surveyors
3.17.5 Not for any reason to store or stack any goods on any
part of the Demised Premises which may for the time
being be unbuilt upon or use any part thereof as a
stacking area or for carrying out any industrial process
or for the repair and maintenance of motor vehicles
3.18 WEIGHT
Not to allow any article of excessive weight to be placed on the floors
or to be hung from the walls or roof or roof members or ceilings of the
Demised Premises so as to be likely to cause damage to the Demised
Premises or other premises or which may be in excess of the weight which
such floors walls roof and ceilings are calculated to bear with due
margin for safety and in case of any
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dispute arising out of this sub-clause the decision of the Landlord's
Surveyors shall be binding on the Tenant
3.19 EASEMENTS
Not to stop up or obstruct any windows or light belonging to the Demised
Premises or to any other building belonging to the Landlord nor
knowingly to permit or suffer any encroachment upon the Demised Premises
or any part thereof or the acquisition of any new right of light passage
drainage or other easement to be acquired on over or under the Demised
Premises or any part thereof and if any such encroachment or easement
shall be made or threatened to be made forthwith to give written notice
to the Landlord and at the request and cost of the Landlord to do all
such things as may be proper for the purpose of preventing the making of
such encroachment or the acquisition of such easement or right and if
the Tenant shall omit or neglect forthwith to do all such things as
aforesaid it shall be lawful for the Landlord or its agents officers
servants and workmen to enter upon the Demised Premises and to do the
same
3.20 SIGNS
Not to place or expose upon any part of the exterior or in any windows
or upon the exterior of any walls of the Demised Premises any
advertisement hoarding notice name-plate board sign or inscription
(whether illuminated or otherwise) except such as shall be previously
approved by or on behalf of the Landlord such approval not to be
unreasonably withheld or delayed
3.21 PLANNING
3.21.1 Within seven days of receipt to give full particulars to
the Landlord of any notice or order or a proposal for a
notice or order made given or issued to the Tenant by a
Planning Authority under or by virtue of Planning Law
and if so required by the Landlord to produce such
notice order or proposal for a notice or order to the
Landlord and also without delay to take all reasonable
or necessary steps to comply with any such notice or
order and also at the request and cost of the Landlord
to make or join with the Landlord in making such
objection or objections or representation or
representations against or in respect of any such notice
order or proposal as the Landlord shall reasonably deem
expedient
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3.21.2 Not to do or omit or suffer to be done or omitted any
act or thing in on or respecting the Demised Premises
required to be omitted or done (as the case may be) by
Planning Law and at all times hereafter to indemnify and
to keep indemnified the Landlord against all actions
proceedings costs claims demands and expenses in respect
of such act or thing contravening the provisions of
Planning Law
3.21.3 to carry out before the expiration or sooner
determination of the Term any works stipulated to be
carried out to the Demised Premises as a condition of
any planning permission which may have been granted
(other than to the Landlord) and implemented (in part or
whole) during the Term
3.21.4 if the Tenant shall receive or shall have been entitled
to receive any compensation in relation to its leasehold
interest in the Demised Premises resulting from any
restriction imposed upon the use of the Demised Premises
under or by virtue of Planning Law the Tenant shall on
the determination or expiration of its leasehold
interest forthwith make such provision as is just and
equitable for the Landlord to receive its due benefit
from such compensation
3.21.5 not to make any planning application relating to the
Demised Premises without the Landlord's prior written
consent such consent not to be unreasonably withheld or
delayed
3.21.6 if and when called upon so to do to produce to the
Landlord all such plans documents and other evidence as
the Landlord may require in order to satisfy itself that
the provisions of this sub-clause have been complied
with in all respects
3.22 LETTING BOARDS
Provided the Tenant has not made an application to the Court for the
renewal of this Lease under the Landlord and Xxxxxx Xxx 0000 to permit
the Landlord to place and maintain in prominent positions notice boards
indicating that the Demised Premises are to be sold or (during the last
six months of the Term) let and to allow intending purchasers or lessees
reasonable facilities for viewing the Demised Premises
3.23 YIELD UP
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To yield up to the Landlord or as it may direct at the end of the Term
the Demised Premises with full vacant possession together with all
additions and improvements made thereto (unless the Landlord shall
require reinstatement of the Demised Premises to their original
condition) and all fixtures (other than Tenant's fixtures) all in such
repair order and condition in accordance with the Tenant's covenants
herein contained having replaced any of the Landlord's fixtures and
fittings as require replacement with those of similar quality and value
and having removed all signs and made good any damage thereby caused
3.24 DANGEROUS SUBSTANCES
Not to keep or to permit or suffer to be kept on the Demised Premises
any materials of a dangerous noxious combustible or explosive nature the
keeping of which may contravene any statute or order or local regulation
or bye-law or constitute a nuisance to the occupiers of neighbouring
property and not to carry on or to permit or suffer to be carried on
upon the Demised Premises any trade of a noxious or offensive nature
3.25 INDEMNITY
To indemnify and keep the Landlord indemnified from and against all
actions proceedings costs claims demands expenses and liability in
respect of the death of or any injury to any person and in respect of
any damage to any property movable or immovable or in respect of the
infringement disturbance or destruction of any right easement or
privilege or otherwise by reason of or arising in any way directly or
indirectly out of the repair or state of repair of the Demised Premises
or any part thereof or the execution by the Tenant of any alteration or
addition to the Demised Premises or the non-performance or breach of any
of the Tenant's covenants or the conditions herein contained and to
insure and keep insured in the joint names of the Tenant and the
Landlord with an insurance company of repute and approved by the
Landlord a reasonable amount (not being less than any amount from time
to time to be approved by the Landlord such approval not to be
unreasonably withheld or delayed) in respect of such expenses costs
claims damages demands and any other liability aforesaid and to pay all
premiums therefor when required and to produce to the Landlord whenever
required a copy of the policy and of the receipt for the last premium
due thereunder
3.26 VAT
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3.26.1 If Value Added Tax shall be chargeable by the Landlord
in respect of any rents fees and charges payable
hereunder or otherwise in respect of any supplies (as
defined in the Value Added Tax legislation from time to
time in force) made to the Tenant to pay to the Landlord
in addition to any amounts otherwise payable the amount
of the Value Added Tax so chargeable
3.26.2 if any payment hereunder (not being a payment to which
Value Added Tax is added pursuant to sub-clause (a)
hereof) shall be in reimbursement of any expenditure by
or on behalf of the Landlord which includes Value Added
Tax to pay also so much of the Value Added Tax as is not
recoverable by the Landlord as an input
3.27 COSTS
To pay:
3.27.1 to the Landlord all costs charges and expenses
(including legal costs and fees payable to a Surveyor)
which may be incurred by the Landlord in or in
contemplation of any proceedings under Sections 146 and
147 of the Law of Property Xxx 0000 (whether or not any
right of re-entry or forfeiture has been waived by the
Landlord or the Tenant has been relieved under the
provisions of the said Act) or in connection with any
application to any Planning Authority or under Planning
Law or of any application to the Landlord for any
consent pursuant to the covenants herein contained and
of any Schedule of Dilapidations whether prepared or
served before or after the expiry or sooner
determination of this Lease and to keep the Landlord
fully and effectually indemnified against all costs
expenses claims and demands whatsoever in respect of the
said applications consents and proceedings
3.27.2 the legal charges and surveyors' fees incurred by the
Landlord resulting from all applications by the Tenant
for any consent required by this Lease including legal
charges and surveyors' and other professional fees
incurred in consequence of such applications in cases
where consent is refused or the application is withdrawn
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3.27.3 all legal and other costs incurred by the Landlord in
recovering or attempting to recover whether by any legal
process including distress or by correspondence or
otherwise rent and items being treated as rent
3.28 VEHICLES
Not to park or permit or suffer any kind of vehicle to be parked on any
access road or loading bay or obstruct in any way any access the use of
which is common to the Demised Premises and any adjoining or nearby
property of the Landlord nor to load or unload or permit or suffer the
loading or unloading of goods except as permitted by the terms of the
Second Schedule
3.29 REGULATIONS
To comply with the regulations set out in the Fourth Schedule hereto and
any other reasonable regulations made by the Landlord from time to time
for the management of the Demised Premises and any land or premises used
or to be used in common or jointly with any other person
3.30 SERVICE CHARGE
To pay to the Landlord on written demand as further and additional rent
the Service Charge
3.31 TITLE COVENANTS
To comply with the covenants contained or referred to in the charges
register of title number WT 111772 hereto in so far as they relate to
the Demised Premises and to indemnify and keep indemnified the Landlord
against all costs claims and demands in respect of any breach or
non-performance thereof
3.32 CONSENT TO LANDLORD'S RELEASE
Not to unreasonably withhold consent to a request made by the Landlord
under the 1995 Act section 8 for a release from all or any of the
landlord's covenants of this Lease
4 THE LANDLORD HEREBY COVENANTS with the Tenant (subject to payment by the
Tenant of the rents hereby reserved and compliance by the Tenant of all
covenants and conditions
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hereunder and not so as to impose any liability upon the Landlord after
it has parted with its interest in the Demised Premises) as follows:-
4.1 QUIET ENJOYMENT
That the Tenant paying the rents and performing and observing the
several covenants and conditions herein contained and on the Tenant's
part to be performed and observed shall (subject to all rights of entry
hereunder for the Landlord and others authorised by it) peaceably and
quietly hold and enjoy the Demised Premises during the Term hereby
without any interruption or disturbance from or by the Landlord or any
person or persons claiming under or in trust for them or by virtue of
title paramount
4.2 TO INSURE
At all times during the Term to keep the Demised Premises or any
premises of which the Demised Premises form part insured (unless such
insurance shall be vitiated by any act of the Tenant or any other
occupier of such premises or any part thereof or their respective
servants agents licensees or invitees) against loss or damage by the
Insured Risks in some Insurance Office of repute to be nominated by the
Landlord for the Landlord's opinion of the full cost of reinstatement
thereof and to pay all premiums necessary for that purpose and if the
Tenant so demands at its cost to produce to the Tenant details of the
terms of the policy of insurance and evidence that the current year's
premium has been paid and to use all reasonable endeavours to procure
that the interest of the Tenant is noted on the policy and to notify the
Tenant of any material changes in the risks covered by the policy and
further that in case of destruction or damage to the Demised Premises or
any premises of which the Demised Premises form part by way of the
Insured Risks will subject to the provisions of any Act of Parliament or
local bye-law for the time being in force with all due speed apply for
and diligently pursue an application for planning permission for the
Works of reinstatement and upon receipt of the same with all due speed
spend and lay out all monies received in respect of such insurance
(except sums in respect of loss of rent) in rebuilding or reinstating in
a good and substantial manner those premises so destroyed or damaged and
making good any shortfall in the insurance money Provided that if the
rebuilding or reinstatement of the Demised Premises or any premises of
which the Demised Premises form part shall be prevented or frustrated
all such insurance monies shall belong absolutely to the Landlord and
shall be paid to the Landlord accordingly PROVIDED that in any
reinstatement after damage by any of the insured risks the Landlord
shall not be obliged to reinstate in accordance with the plans sections
elevations and specifications of the existing building but (so far as is
reasonably
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practicable) and consistent with planning and all other relevant
statutes bye-laws and regulations) shall provide the Tenant with
accommodation reasonably equivalent to that hereby demised the covenants
and conditions contained in this Lease to apply thereto in all respects
mutatis mutandis as they apply to the Demised Premises
4.3 SERVICES
4.3.1 To use its best endeavours to procure that the roadways
coloured xxxxx and coloured yellow on the Plan and
Service Media are kept in good repair and condition (and
shall renew the same whenever necessary) and properly
cleansed and lit as appropriate
4.3.2 To use its best endeavours at the Tenants request to
enforce the covenants on the part of Interface (Wootton
Xxxxxxx) Management Company Limited contained in a deed
of covenant dated 1st April 1992 referred to in entry
No. 6 of the charges register of title number WT 111772
5 PROVISOS
PROVIDED ALWAYS and these presents are upon the following express
conditions
5.1 FORFEITURE
If the said rents or any part thereof shall at any time be unpaid for
Fourteen days after the same shall have become due (whether any legal
demand therefor shall have been made or not) or if the Tenant shall at
any time fail to perform or observe any of the covenants by the Tenant
or the conditions herein contained or shall enter into any arrangement
or composition for the benefit of the Tenant's creditors or permit any
execution to be levied on the Demised Premises or if the Tenant being a
person or persons shall become bankrupt or have a receiving order made
against him or them or if the Tenant being a company shall enter into
liquidation whether compulsory or voluntary (save voluntarily when
solvent for the purpose of amalgamation or reconstruction) then and in
any such case it shall be lawful for the Landlord or any person duly
authorised by the Landlord to re-enter the Demised Premises or any part
thereof in the name of the whole and peaceably to hold the Demised
Premises thenceforth as if these presents had not been made without
prejudice to any right of action or remedy of the Landlord in respect of
any breach of any of the covenants by the Tenant or the conditions
herein contained
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5.2 EXCLUSION OF RIGHTS
5.2.1 Neither the Tenant nor the Demised Premises is nor shall
become entitled to any right of light or air or to any
other right easement or quasi-easement whatsoever (other
than those expressly hereby granted) which would or
might restrict or interfere with the use for building or
any other purposes of any adjoining or neighbouring
property 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 lessee of the
Landlord in respect of property not demised by this
Lease or prevent or restrict the development or use of
any land not demised by this Lease and Section 62 of the
Law of Property Act 1925 shall not apply to this Lease
and no interest in the soil or premises below or about
the Demised Premises is or shall deemed to be included
in the demise hereinbefore contained
5.2.2 The exercise of the easements and rights hereby granted
is and shall be subject to due compliance by the Tenant
of its covenants herein contained
5.3 DISPUTES
Any dispute arising as between the Tenant and any occupier of any
adjoining or neighbouring property of the Landlord relating to any
easement right or privilege in connection with the Demised Premises or
relating to the amount of any contribution towards the expenses of works
or to services used in common shall be referred to the Landlord whose
decision shall be binding upon the parties to the dispute
5.4 REMOVAL OF PROPERTY
If at such time as the Tenant has vacated the Demised Premises on the
determination of the Term either by effluxion of time or otherwise any
property of the Tenant shall remain in or on the Demised Premises and
the Tenant shall fail to remove the same within fourteen days after
being requested by the Landlord so to do the Landlord may as the agent
of the Tenant (and the Landlord is hereby appointed by the Tenant to act
in that behalf) sell such property and shall then hold the proceeds of
the sale after deducting the costs and expenses of removal storage and
sale reasonably and properly incurred by it and any other monies due
from the Tenant to the Landlord
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to the order of the Tenant or apply the same towards sums owed by the
Tenant to the Landlord PROVIDED ALWAYS THAT if such proceeds of sale
shall be insufficient to meet the costs and expenses as aforesaid the
Tenant shall pay the amount of the deficiency on demand and will
indemnify the Landlord against any claim or liability in respect thereof
PROVIDED FURTHER THAT the Tenant will indemnify the Landlord against any
liability incurred by it to any third party whose property shall have
been sold by the Landlord in the bona fide mistaken belief (which shall
be presumed unless the contrary be proved) that such property belonged
to the Tenant
5.5 EXCLUSION OF LIABILITY
The Landlord shall not be liable beyond any sum which may be recovered
under any policy or policies of insurance maintained by the Landlord for
any loss accident damage or injury which may at any time during the said
term be suffered by the Tenant or the Tenant's employees servants agents
invitees or licensees or which may be done to the Demised Premises or to
any of the goods or property thereon as a result of any neglect or
default of the employees servants or agents of the Landlord or of the
defective working accidental stoppage or breakage of the Service Media
or any part thereof
5.6 LACK OF WARRANTY
Nothing contained in this Lease shall be deemed to constitute any
warranty by the Landlord that the Demised Premises or any part thereof
are authorised for use under Planning Law or are fit or otherwise usable
for any specific purpose
5.7 FEES AND EXPENSES
The fees expenses and value added tax thereon of any arbitrator incurred
in any arbitration proceedings arising directly or indirectly out of
this Lease may be paid to the arbitrator by the Landlord notwithstanding
that part or all of such fees and expenses are ultimately to be borne by
the Tenant and the Tenant shall forthwith upon demand reimburse the
Landlord in respect of such payment
5.8 LANDLORD'S LIABILITY
Notwithstanding any other provision herein contained the Landlord shall
not be liable to the Tenant in respect of any interruption in any
service provided pursuant to clause 4.3 of this lease by
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reason of repair or maintenance of the Common Parts the Service Media or
any other premises or damage thereto or destruction thereof by any of
the Insured Risks or any breakdown or suspension of any such services or
any closure of any of the Common Parts due to any cause beyond the
Landlord's control
5.9 RENT CESSER
5.9.1 If during the Term the Demised Premises or any part
thereof shall at any time during the Term be so damaged
or destroyed as to be unfit for occupation and use then
(save to the extent that the Insurance monies shall be
irrecoverable by reason of any act or default of the
Tenant or any underlessee servant visitor agent or
licensee of the Tenant) the rent hereby first reserved
or a fair proportion thereof according to the nature and
extent of the damage sustained shall be suspended for
the period of 3 years or until the Demised Premises
shall again be rendered fit for occupation and use
(whichever is the sooner) and any dispute with reference
to this proviso shall be referred to arbitration in
accordance with the Arbitration Xxx 0000
5.9.2 Notwithstanding the terms of clause 5.9.1 above the
Landlord shall be entitled to determine this Lease by
six months notice in writing to the Tenant to be given
at any time after the expiration of 3 years from the
date of such damage or destruction if the Landlord is
prevented from re-building or reinstating the Demised
Premises as a result of its inability to obtain the
relevant Planning Permission bye-laws or other necessary
consents or as a result of some other circumstance
beyond the Landlord's control or if the Lease is legally
frustrated and in any such case the term hereby created
shall cease and determine the Tenant in any event paying
the rents hereby reserved up to the date of such damage
or destruction and all Insurance monies shall belong
absolutely to the Landlord and shall be paid to the
Landlord accordingly
5.9.3 At any time on or after a date being six months prior to
the expiration of a period of 3 years after the date of
such damage or destruction the Tenant shall be entitled
to serve six months notice in writing on the Landlord
determining this Lease provided that any such notice
shall be effective only if the re-building or
reinstatement of the Demised Premises has not commenced
by the date upon which the six months notice shall
expire and in any such case the Tenant shall
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pay the rents hereby reserved up to the date of such
damage or destruction and all insurance monies shall
belong absolutely to the Landlord and shall be paid to
the Landlord accordingly
5.9.4 The determination of this Lease by the Landlord or the
Tenant in accordance with subclauses 5.9.2 and 5.9.3
above shall be without prejudice to the claim of either
party for any earlier breach of covenant by the other
5.10 EXCLUSION OF COMPENSATION
Subject to Section 38(2) of the Landlord and Xxxxxx Xxx 0000 the Tenant
shall not be entitled on the termination hereof to compensation under
Section 37 of the said Act
5.11 NOTICES
A notice shall be deemed duly served on the Tenant if addressed to the
Tenant and left at or sent by registered post or recorded delivery to
the Demise Premises and shall be deemed to be duly served on the
Landlord if addressed to the Landlord and left at or sent by registered
post or recorded delivery to its registered office for the time being or
if the Landlord at the time is not a corporate body to the last known
address of the Landlord and every such notice shall be deemed to have
been served on the day on which it is so left or if posted the day
immediately following that on which it is so posted
5.12 HEADINGS
All clause headings herein are descriptive only and shall not affect the
construction or interpretation of this Lease.
5.13 NEW LEASE
This Lease is a new tenancy for the purposes of the 1995 Act section 1
6 INTERPRETATION
IN this Lease
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6.1.1 where there are two or more persons included in the
expression "Tenant" covenants contained in this Lease
which are expressed to be made by the Tenant shall be
deemed to be made by such persons jointly and severally
6.1.2 words importing the neuter gender only shall include the
masculine and feminine gender and words importing the
masculine gender only shall include the feminine gender
and words importing the singular number only include the
plural number and vice versa and
6.1.3 references in this Lease to any Statute Rule and Order
shall be deemed to include every statutory amendment
re-enactment and replacement thereof for the time being
in force and every statutory instrument rule order
notice direction and regulation from time to time in
force thereunder save that any references to the Town
and Country Planning (Use Classes) Order 1987 herein
shall be a reference to the said order excluding any
future amendment re-enactment and replacement thereof
6.1.4 every covenant by the Tenant herein and every other
provision hereof that the Tenant will not do or omit to
be done or allow any act matter or thing is deemed to be
a covenant or (as the case may require) a provision that
the Tenant will not permit or suffer the doing or (as
the case may require) the omission or allowance thereof
and every reference herein (whether expressed or
implied) to a consequence of the Tenant having done or
having omitted to do or having allowed any act matter or
thing is deemed to be a reference extending the
consequence of any act or omission or allowance of or by
the Tenant's employees servants agents licensees and
invitees and any person claiming under the Tenant and
that person's employees servants agents licensees and
invitees or any of them
7 RENT REVIEW
7.1 THE yearly rent payable by the Tenant from the expiration of the
fifth year of the Term and from the expiration of each period of
five years thereafter during the Term (the time in each case
being computed from the date of the commencement of the Term and
the date of expiration of each such period being herein referred
to as "the Date of Review") shall be whichever shall be the
higher of:-
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7.1.1 the yearly rent payable by the Tenant immediately before
the Date of Review
7.1.2 an amount equal to the rental value (as hereinafter
defined) of the Demised Premises at the Date of Review
7.2 The rental value of the Demised Premises at the Date of Review
shall be such an amount as may be agreed between the Landlord
and the Tenant or determined in accordance with sub-clause 7.3
of this Clause as representing the best yearly rack rent at
which the Demised Premises might reasonably be expected to be
let as a whole at the Date of Review in the open market without
a fine or premium and with vacant possession by a willing lessor
to a willing lessee disregarding any rent free period
concessional rent or other financial incentive of any nature
which the Tenant might receive or expect to receive in the open
market assuming a term equivalent to the residue of the Term at
the Date of Review or a term of 15 years (whichever is the
longer) and on the assumption (if not a fact) that the lessee
has complied in all respects with all the obligations imposed
upon the Tenant hereunder (but without prejudice to any rights
or remedies of the Landlord in relation thereto) on the same
terms and conditions (other than the amount of the rent (but
including the provisions for the review thereof)) as this Lease
and on the further assumptions that:-
7.2.1 the user permitted by the lease complies with Planning
Law
7.2.2 the Demised Premises are fit for immediate beneficial
occupation and use by the lessee
7.2.3 if the Demised Premises have been destroyed or damaged
they have been fully restored
but there being disregarded (if applicable):-
7.2.4 any goodwill attributable to the Demised Premises by
reason of any trade or business carried on thereat by
the Tenant or any permitted under tenant
7.2.5 any effect of any works carried out to the Demised
Premises prior to the Date of Review and whether before
or after the commencement of the term for which the
Landlord shall have given written consent (where
required) in accordance with the
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provisions herein contained carried out by the Tenant or
any permitted under tenant (or on their behalf) wholly
at its own expense otherwise than in pursuance of an
obligation to the Landlord or a requirement by any local
statutory or public authority
7.2.6 any effect on rental value of any work carried out by
the Tenant or any under tenant or their or its
predecessors in title that has diminished such rental
value
7.2.7 any effect on rent of the fact that the Tenant or any
permitted under tenant may have been in occupation of
the Demised Premises
7.2.8 (so far as may be permitted by law) all restrictions
whatsoever relating to rent or to security of tenure
contained in any statute or orders rules or regulations
made thereunder
7.2.9 The Tenants initial fitting out works carried out at its
expense pursuant to the agreement to grant this lease
made between the parties hereto
7.3 If by the date one month before the Date of Review the Landlord
and the Tenant shall not have agreed on the amount of the rental
value as aforesaid then the same shall be determined by an
Arbitrator or an Expert (as the Landlord shall direct) who shall
in either case be agreed upon by the parties hereto or in
default of agreement within fourteen days before the Date of
Review by an Arbitrator or Expert to be nominated by the
President for the time being of The Royal Institution of
Chartered Surveyors upon the application of either party and the
decision of such Arbitrator or Expert shall be binding on both
the Landlord and the Tenant and the cost of appointment and the
fees payable to any such Arbitrator or Expert in respect of any
decision made by him shall be borne and paid by the parties
hereto in such shares and in such manner as he shall determine
7.4 In the event that the rental value shall not have been agreed or
determined by or before the Date of Review then:
7.4.1 in respect of the period of time (hereinafter called the
"said interval") beginning with the Date of Review and
ending on the rent payment day immediately following the
date upon which the rental value of the Demised Premises
shall
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have been agreed or determined as aforesaid the rent
hereby first reserved shall continue to be paid at the
rate payable immediately before the Date of Review
7.4.2 at the expiration of the said interval there shall be
due as additional rent payable by the Tenant to the
Landlord a sum of money equal to the amount whereby the
yearly rent so agreed or determined as aforesaid shall
exceed the yearly rent payable immediately before the
Date of Review duly apportioned in respect of the said
interval together with Interest thereon calculated from
the rent payment days upon which the Landlord would have
received such amounts had the rental value been agreed
before the Date of Review and expiring on the day of
payment to the Landlord
7.5 Notwithstanding the decision of the Arbitrator or Expert
hereinbefore referred to in no event shall the rent payable by
the Tenant to the Landlord after the Date of Review be less than
the rent payable by the Tenant to the Landlord immediately
before the Date of Review
7.6 If at the Date of Review the Landlord shall be obliged legally
or otherwise to comply with any enactment or directive (which
expression shall include any Act of Parliament now or hereafter
in force and any instrument regulation or order made thereunder
or deriving validity therefrom) dealing with control of rent and
which shall restrict or modify the Landlord's right to revise
the rent in accordance with the terms of these presents then the
Landlord shall on each occasion that any such enactment or
directive is removed relaxed or modified be entitled on giving
not less than one month's notice in writing to the Tenant
expiring after the date of each such removal relaxation or
modification to introduce an intermediate review date
(hereinafter called "the Intermediate Review Date") and the rent
payable hereunder from the Intermediate Review Date to the next
succeeding Date of Review or Intermediate Review Date or until
the expiration of the Term (whichever shall first occur) shall
be determined in like manner as the rent payable from each Date
of Review but substituting for the Date of Review for the
purpose of fixing the date upon which the open market rental
value is to be fixed the Intermediate Review Date
7.7 A memorandum recording the yearly rent payable from each Date of
Review shall as soon as reasonably possible be endorsed on this
Lease and the Counterpart thereof and executed by the Landlord
and the Tenant respectively
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7.8 Time shall not be of the essence of the contract in agreeing or
determining the open market rental value of the Demised Premises
under this Lease and the right of the Landlord to a review of
the yearly rent payable hereunder shall not be prejudiced by any
failure to give or receive any notice or to appoint an
independent Arbitrator or Expert under sub-clause 7.3 hereof
8 It is certified that this Lease gives effect to an Agreement for Lease
dated _________ 1997
IN WITNESS whereof the parties hereto have executed this Lease as their deed the
day and year first before written
THE FIRST SCHEDULE
Description of Demised Premises
ALL THOSE PREMISES known as Unit C Interface Business Centre Bincknoll Xxxx
Xxxxxxx Xxxxxxx in the County of Wiltshire including all structural parts
thereof as the said premises are shown for the purpose of identification only
edged red on the Plan and (for the purpose of obligation but not of grant) all
service media exclusively serving the same
THE SECOND SCHEDULE
Rights Included
1 Full and free right and liberty in connection with the use hereby
authorised and enjoyment of the Demised Premises for the Tenant its
servants and duly authorised agents invitees and visitors for the
purpose only of access and egress to and from the Demised Premises at
all times to pass and xxxxxx with or without vehicles over the roadways
shown coloured xxxxx and coloured yellow on the Plan and the estate
roads between the Demised Premises and the public highway known as
Bincknoll Lane and to pass and xxxxxx on foot only over all pavements
comprised in the Common Parts and over any forecourt between the same
and the Demised Premises subject however to the reasonable rules and
regulations for the use thereof as prescribed from time to time by the
Landlord
2 The right of passage of gas electricity telephone water and soil
drainage air smoke or other effluvia from and to the Demised Premises
through the Service Media passing along or through or
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over upon or under the Development or adjoining land between the Demised
Premises and the public highway
3 The right of support and protection for the benefit of the Demised
Premises as is now enjoyed thereby from any contiguous premises
4 The right to enter on Unit A after reasonable notice and at reasonable
times (except in case of emergency) for the purpose of carrying out any
necessary repairs and maintenance to any roadway paths or Service Media
used jointly by the Demised Premises and Unit A the Tenant being
responsible for making good all damage caused to Unit A by the exercise
of this right as quickly as possible
THE THIRD SCHEDULE
Rights Reserved
1 The right to build upon or to heighten alter or extend (whether
vertically or laterally) any building notwithstanding that the access of
light and air or either of them to the Demised Premises and the light
windows and openings thereof may be affected
2 The right to the passage of water and soil drainage gas electricity
telephone and all other services or supplies and air and smoke from and
to any land through the Service Media now or at any time hereafter in
over upon under or passing through the Demised Premises
3 The right for the Landlord and also the tenant of Unit A (with or
without workmen plant and machinery) at all reasonable times (and at any
time in the case of emergency) to enter upon the Demised Premises for
the purpose of carrying out any necessary repairs and maintenance to any
roadways pathways or Service Media used jointly by the Demised Premises
and Unit A the person exercising such right being responsible for making
good all damage caused to the Demised Premises by the exercise of this
right a quickly as possible
4 The right at all reasonable times (and at any time in the case of
emergency) to enter upon the Demised Premises with or without appliances
and workmen and others as often as may be necessary for all the purposes
for which the Tenant covenants hereunder to permit entry and for the
purposes of complying with any statutory requirement
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5 The right to enter upon the Demised Premises after reasonable notice and
at reasonable times (except in each case in case of emergency) in order
to build on or into any party walls and to examine repair and rebuild
any adjoining or contiguous premises the person or persons exercising
such rights making good all damage thereby occasioned to the reasonable
satisfaction of the Tenant
6 The right to any support given by the Demised Premises
7 The right at all times to pass and xxxxxx with or without vehicles over
the roadway coloured purple on the Plan
THE FOURTH SCHEDULE
Regulations
1 All loading and unloading and delivery and dispatch of goods shall be
done only within any areas designated by the Landlord for that purpose
and no unnecessary obstruction shall be caused in any part of the
Development
2 No loud speakers television sets radios or other devices shall be used
in a manner so as to be heard outside the Demised Promises.
3 The drains and all plumbing facilities shall not be used for any other
purpose than that for which they are intended and no foreign substance
of any kind shall be placed therein.
4 The Tenant will keep clear and free from obstruction all ventilation or
other ducts and flues in the Demised Premises or the Common Parts.
5 The Tenant shall not burn any refuse of any kind in or about the Demised
Premises or the Development.
6 The Tenant shall give immediate notice to the Landlord in case of fire
accident defects or structural damage in the Demised Premises.
7 The roads within or leading to the Development shall be used only for
the purpose of gaining access to and egress from the Demised Premises
and no vehicles shall be parked thereon.
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8 No vehicles parked on any allocated car parking areas shall be repaired
maintained or cleaned thereon apart from any emergency repairs necessary
in order to move the vehicle therefrom and no deleterious matter or
substance shall be deposited or allowed to be deposited on any car
parking spaces
FIFTH SCHEDULE
FORM OF AUTHORISE GUARANTEE AGREEMENT
1 Guarantee
1.1 The Guarantor[s] [jointly and severally] guarantee[s] to the
Landlord that the Tenant will pay the rents reserved by and
perform and observe all the Tenant's covenants in this Lease
throughout the Term and any extension by statute of the tenancy
created by this Lease and the Guarantor[s] will pay and make
good to the Landlord on demand any losses damages costs and
expenses suffered or incurred by the Landlord by reason of any
failure of the Tenant to do so
1.2 This Guarantee is to take effect immediately on the assignment
of the Lease to the Tenant and is to remain in force for so long
as and to the extent that the Tenant is not released by law from
liability for the Tenant's covenants in the Lease
1.3 In the context of these guarantee provisions, references to the
Tenant are to the assignee only (in its capacity as Tenant) with
respect to whom this guarantee is given
2 No waiver or release of liability
The Guarantor[s] is not to be released from liability under these
provisions by reason of:
2.1 any forbearance the granting of time or any other indulgence on
the part of the Landlord, including (but without affecting the
general operation of this paragraph 2) any granting or extension
of time or varying the procedure set out in seventh schedule; or
2.2 any variation of this Lease, whether or not made with the
consent of the Guarantor[s], and the guarantee of Guarantor[s]
in paragraph 1 is to operate in relation to this Lease as it may
be varied from time to time
3 Guarantor[s] to accept new lease upon disclaimer
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3.1 If this Lease is determined by re-entry by the Landlord or is
effectively determined by disclaimer, the Guarantor[s] shall, if
the Landlord by notice within three months after the date of
determination so requires take from the Landlord a lease of the
Premises
3.2 The Lease to be granted to the Guarantor[s] under paragraph 3.1
is to be on the following terms:
3.2.1 the term is to commence on the date of termination of
this Lease and to be equal to the residue of the Term
which would have remained unexpired at that date if this
Lease had not then been terminated
3.2.2 the yearly rent is to be the same as would have been
payable under this Lease if it had continued and, if a
rent review operative from a review date before the
grant of the lease has not been completed, the
Guarantor[s] will complete the rent review as if it had
been the Tenant under this Lease
3.2.3 the lease is otherwise to be on the same terms and
conditions as would have applied under this Lease if it
had continued undetermined; and
3.2.4 the Guarantor[s] [is][are] to succeed to the rights and
assume the liability of the Tenant under this Lease as
if the Lease had continued undetermined
4 Subordination of rights of the Guarantor[s]
4.1 With respect to any sums paid by the Guarantor[s] under this
Schedule and to any other rights which may accrue to the
Guarantor[s] in respect of any sums so paid or liabilities
incurred under this guarantee or in the observance performance
or discharge of the obligations and covenants of the Tenant in
this Lease, the Guarantor[s] shall rank and be entitled to
enforce its rights only after all obligations and covenants
under this guarantee have been fully observed and performed, and
if they have not the Guarantor[s] shall not:
4.1.1 seek to recover from the Tenant, or any third party
whether directly or by way of set-off lien counterclaim
or otherwise or accept any money or other property or
security or exercise any rights in respect of any sum
which may be or become due to the Guarantor[s] on
account of the failure by the Tenant to observe and
perform or discharge such obligations or covenants in
this Lease;
4.1.2 claim, prove or accept any payment in composition by way
of winding-up, liquidation, bankruptcy or other form of
insolvency of the Tenant in competition with
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the Landlord for any amount whatsoever owing to the
Guarantor[s] by the Tenant; nor
4.1.3 exercise any right or remedy in respect of any amount
paid by the Guarantor[s] under this Lease or any
liability incurred by the Guarantor[s] in observing
performing or discharging the obligations and covenants
of the Tenant
4.2 The Guarantor[s] warrant[s] that it has not taken, and
undertakes with the Landlord that it will not without the
consent of the Landlord:
4.2.1 take any security from the Tenant in respect of this
guarantee and, if any such security is so taken
notwithstanding, it shall be held on trust for the
Landlord as security for the respective liabilities of
the Guarantor[s] and the Tenant; nor
4.2.2 be entitled to any right of proof in the bankruptcy,
liquidation or other form of insolvency of the Tenant or
exercise any other right of the Guarantor[s] discharging
his liability in respect of such obligations and
covenants
THE COMMON SEAL of
ROYAL LIVER ASSURANCE LIMITED [SEAL]
was hereunto affixed in the
presence of
[SIG]
Member of the Committee of Management
[SIG]
Secretary
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