TENANCY AGREEMENT entered into by and between Milan Gottwald, Personal ID No.: 750219/5327 Tax ID No.: CZ 7502195327 Address: Náklo 334, Post Code: 783 32 (hereinafter referred to as “Landlord”) and SENDIO s.r.o. Company ID No.: 281 64 440, Tax ID...
entered
into by and between
Xxxxx
Xxxxxxxx,
Personal
ID No.: 750219/5327
Tax ID
No.: CZ 7502195327
Address:
Náklo 334, Post Code: 783 32
(hereinafter
referred to as “Landlord”)
and
SENDIO
s.r.o.
Company
ID No.: 281 64 440,
Tax ID
No.: CZ28164440
Registered
office: Olomouc, Holická 156/49, Post Code: 779 00,
incorporated
in the Company Register administered by the Regional Court in Xxxxxxx, Xxxxxxx
X, Xxxx 00000,
represented
by Mr. Philip Glyn Styles, Director
(hereinafter
referred to as “Tenant”)
(the
Landlord and the Tenant are jointly referred to “Parties”)
I.
Introductory
Provisions
1.
|
The
Parties rely on the fact that the Landlord is the exclusive owner
of:
|
§
|
building
no. 156, office building, on Lot No.
1416;
|
§
|
building
w/o a house/reference no., production and storage building, on Lot No.
1415;
|
§
|
building
w/o a house/reference no., service building, on Lot No.
1418;
|
§
|
building
w/o a house/reference no., other building, on Lot No.
1419;
|
§
|
building
w/o a house/reference no., service building, on Lot No.
1422;
|
§
|
building
w/o a house/reference no., service building, on Lot No.
1423;
|
§
|
building
w/o a house/reference no., production and storage building, on Lot No.
1677/1;
|
§
|
land
on Lot No. 1415 with an area of 6,775 x0,
xxxxx-xx xxxx and yard;
|
§
|
land
on Lot No. 1416 with an area of 928 m2 ,
built-up area and yard;
|
§
|
land
on Lot No. 1418 with an area of 74 m2 ,
built-up area and yard;
|
§
|
land
on Lot No. 1419 with an area of 86 m2 ,
built-up area and yard;
|
§
|
land
on Lot No. 1422 with an area of 82 m2 ,
built-up area and yard;
|
1
§
|
land
on Lot No. 1423 with an area of 23 m2 ,
built-up area and yard;
|
§
|
land
on Xxx Xx. 0000/0 xxxx xx xxxx xx 000 x0,
built-up area and yard;
|
§
|
land
on Xxx Xx. 000/0 xxxx xx xxxx xx 000 x0,
miscellaneous and other area;
|
§
|
land
on Xxx Xx. 000/0
xxxx xx xxxx xx 0000 x0,
miscellaneous and other area;
|
§
|
land
on Lot No. 568/8 with an area of 12,753 m2,
miscellaneous and other area;
|
§
|
land
on Xxx Xx. 000/00 xxxx xx xxxx xx 000 x0,
miscellaneous and other area;
|
§
|
land
on Lot No. 578/3 with an area of 1,815 m2,
other area and other roads;
|
§
|
land
on Lot No. 582/2 with an area of 3,400 m2,
other area and other roads;
|
|
all
found in the City of Olomouc within the cadastral district of Hodolany and
registered in the Land Register administered by the Olomouc Branch of the
Land Registry Office for the Olomouc Region, Title No. 2978 (hereinafter
referred to as “Property”).
|
2.
|
The
Parties also rely on the fact that the Tenant already uses the Leased
Premises as defined below based on the tenancy agreement concluded with
the Landlord on 28 May 2008 and, respectively, has continued to use the
Property temporarily following the expiry of the term of that agreement on
30 June 2009, i.e. after 1 July 2009, based on the permission of the
Tenant, in accordance with the terms of that agreement but for a higher
consideration and that, during the tenancy period hereunder, the Tenant
intends to proceed to lease all the Property except the non-residential
premises leased to Other Tenants, who are specified
below.
|
3.
|
The
Landlord holds all the necessary permits and powers to enter into and
perform this Agreement and to meet all its obligations arising herefrom.
This Agreement is fully binding upon and a valid commitment of the
Landlord and can be enforced against it in accordance with the terms and
conditions hereof.
|
4.
|
The
Tenant is a limited liability company duly established and organised in
accordance with Czech law. The Tenant has the legal capacity to enter into
this Agreement and exercise all its rights and meet all its obligations
arising herefrom. This Agreement is fully binding upon and a valid
commitment of the Tenant and can be enforced against it in accordance with
the terms and conditions hereof.
|
II.
Scope
1.
|
In
accordance with this Agreement, the Landlord shall make the Property less
the facilities leased to Other Tenants and Additional Tenants as of the
date hereof (hereinafter referred to as the “Leased Premises”)
available for use by the Tenant.
|
2.
|
As
of the date hereof, the Tenant is already using the Leased Premises and
shall continue to use them for the period and under the conditions
specified herein. The Tenant shall pay the Landlord the rent specified in
Article IV hereof for the lease of the Leased
Premises.
|
2
3.
|
Since
the Tenant already fully uses the Leased Premises in accordance with
Article I(2) above, the Tenant represents and warrants
that:
|
(i)
|
it
has duly taken over the Leased Premises from the
Landlord;
|
(ii)
|
the
Leased Premises, including all the parts and accessories thereof, are free
of any defects and fully fit for use by the Tenant for the agreed purpose
in accordance with this
Agreement;
|
(iii)
|
as
of the date of this Agreement, the Tenant is not aware of any
circumstances excluding, limiting or jeopardising the fitness of the
Leased Premises for use by the Tenant according to this
Agreement;
|
(iv)
|
it
has no claims, receivables or any other demands against the Landlord in
connection with the use of the Leased Premises prior to the date of this
Agreement (including any penalty claims) or existing for any other reason
and that it fully waives any such claims, receivables or demands, should
they exist;
|
(v)
|
all
the obligations and commitments of the Landlord to the Tenant in
connection with the use of the Leased Premises prior to the date of this
Agreement have been met by the Landlord in a due and timely
manner.
|
III.
Purpose
of Lease
1.
|
The
Tenant is entitled to use the Leased Premises to the extent specified in
Article II hereof for the purpose of conducting its business activities,
i.e. for advertising and marketing activities, electronic component
manufacture, and the manufacture, installation and repairs of electric
machines and device, and to pursue any additional business activities for
which the Tenant obtains a trade or any other applicable licence during
the term of this Agreement. However, the Leased Premises may only be used
for any other but the business (or other) activities expressly specified
herein provided that such a use is not contrary to the rights and
legitimate interests of the
Landlord.
|
2.
|
In
particular, the Tenant may use the Leased Premises as office facilities,
storage facilities, manufacturing facilities, sales and representation
facilities as well as any other facilities whose use is necessary in
connection with the purpose of lease according to this
article.
|
3.
|
The
Leased Premises may be used by the employees of the Tenant to the same
extent as that granted to the Tenant and, to the extent adequate to the
circumstances, the Leased Premises may also be used by the suppliers,
customers or other business partners of the Tenant and, if applicable, by
persons visiting the Tenant or persons to whom the Tenant has subleased
the Leased Premises in accordance with this
Agreement.
|
3
4.
|
The
Tenant acknowledges and declares that it has been informed by the Landlord
that the parts of the Property marked in colour and described in Annex 4
hereto are being used by: JENA – nábytek, s.r.o., Company ID No.:
25564501, having its registered office at Brno, Xxxxxxx 00,
Xxxx Xxxx: 000 00, xxx X-Xxxxxx Xxxxx Xxxxxxxx a.s., Company ID
No.: 64949681, having its registered office at Xxxxxx 0, Xxxxxxxxx
0000/0, Post Code: 149 00, and DPK Morava, s.r.o., Company ID No.:
26826771, having its registered office at Olomouc, Řepčínská
35/86, Post Code: 779 00, (hereinafter collectively
referred to as “Other
Tenants”). The premises used by Other Tenants are marked with
reference numbers (and green-colour coded) in Annex 4 hereto
and shown under those reference numbers in Annex 3 hereto
(drawings nos. 2799
and 2723).
|
5.
|
The
Tenant also acknowledges and declares that it has been informed by the
Landlord that the parts of the Property which are not leased to Other
Tenants and which are not included in the Leased Premises are being used
by additional tenants on the date of this Agreement, based on their
respective tenancy contracts and agreements (hereinafter collectively
referred to as “Additional Tenants“).
The full, current, final and binding list of Additional Tenants (marked in
yellow colour) forms Annex 5 hereto.
Annex 5
hereto also includes the following details for each of the Additional
Tenants: the reference number of the premises, the area (m²), the expiry
of the lease (“Expires on”), the date from which the Tenant is entitled to
enter the premises of the relevant Additional Tenant (“Sendio right of
entry”), and comments. The Landlord declares that the details of the
Additional Tenants provided in Annex 5 hereto
are correct and current.
|
IV.
Rent
1.
|
The
Parties have agreed on an annual rent for the use of the Leased Premises,
which rent shall be calculated as the amount of CZK 13,365,000 (thirteen
million three hundred and sixty-five thousand Czech korunas) excl. VAT
less the aggregate of the amount of the annual rent payable by all the
Other Tenants and Additional Tenants (as specified in Annex 6 hereto)
(hereinafter referred to as “Annual
Rent”)
|
2.
|
The
rent shall be payable by the Tenant on a monthly advance basis, i.e.
always before the 30th
day of the month for the month immediately following (hereinafter referred
to as "Monthly
Rent"). The Monthly Rent for December 2009 has been paid by the
Tenant to the Landlord in the amount of CZK 722,556, i.e. CZK 3,000 more
than the amount of Monthly Rent agreed herein. The excess of CZK 3,000
will be set off against the Monthly Rent for January 2010. With regard to
the calculation provided in Article IV(1), the Parties declare that,
starting from December 2009, the Monthly Rent shall be in the amount of
CZK 719,556 (seven hundred and nineteen thousand five hundred and
fifty-six Czech korunas) plus the applicable rate of VAT. The Monthly Rent
shall always be paid by the Tenant by wire transfer in the bank account of
the Landlord with UniCredit Bank Czech Republic, a.s., Zlín branch,
account no. 6319656084/2700 (hereinafter referred to as the “Landlord’s
Account”). The date of the payment of each Monthly Rent shall be the date
on which the Landlord’s Account is credited with the relevant amount. The
Tenant shall pay the Monthly Rent on the basis of an invoice issued by the
Landlord and before or on the specified due date. The invoice shall
include all the details required by the applicable laws and regulations.
The taxable supply date shall be that of the due date of Monthly
Rent.
|
4
3.
|
The
fixed amount of Annual Rent as set out in Article IV(1) hereof is set for
the entire tenancy period according to Article XI hereof and may only be
increased by the Landlord in accordance with the terms and conditions of
Article IV(4) hereof. The Parties have agreed that the specified Annual
Rent shall not be increased by the Landlord in the event of the gradual
extension of the Leased Premises according to Article X hereof and/or upon
the full vacation of the relevant premises used, as of the date hereof, by
any of the Other Tenants or Additional Tenants, in which events the amount
of Monthly Rent shall only be increased by an amount equal to that of the
monthly rent from the tenant who has vacated the premises concerned, while
the Annual Rent set shall remain unchanged. Such increased Monthly Rent
shall apply from the calendar month immediately following the month in
which the Other Tenant has vacated the relevant premises, subject to the
written notification to the Tenant, in which notification the Landlord
shall also specify the new amount of Monthly
Rent.
|
4.
|
The
amount of Annual Rent shall be regularly, i.e. always on 1 August of the
calendar year, adjusted by the year-to-year increase in the inflation rate
of the prices of services in the area of real estate rental as announced
by the Czech Statistical Office provided that the increase exceeds
3 % (three per cent) for the period of the prior calendar year;
Annual Rent shall be first adjusted in this manner on 1 August 2010. The
Landlord shall notify the Tenant of the adjusted amount of Annual Rent in
writing no later than on the 15th
day of the month immediately preceding such an increase. Based on the
increase in Annual Rent according to this paragraph, the amount of Monthly
Rent shall increase accordingly; in case the Czech Statistical Office does
not announce the required data before the date specified above, the
Landlord shall notify the Tenant of the adjusted amount of Annual Rent
without unreasonable delay after such an announcement is made and the
Landlord shall xxxx the Tenant for the relevant increase in Annual Rent
retroactively.
|
V.
Fees
for Utilities Related to Lease
1.
|
The
rent does not include the payments of fees made in connection with the use
of the Leased Premises, in particular the payments for water, gas, steam,
and electricity supply, telecommunication services, sewage water
discharge, etc.
|
2.
|
The
Tenant has concluded an agreement with an electricity supplier, i.e. ČEZ
distribuce, a.s., having its registered office at Děčín 4, Xxxxxxxx 000/0,
Xxxx Xxxx 000 00, Company ID No.: 27232425, for the supply of
electricity to the Property. The fees for the electricity supplied to
Other Tenants and/or Additional Tenants (except the Landlord) shall be
charged by the Tenant to such Other Tenants and/or Additional Tenants
(except the Landlord) in accordance with their actual consumption obtained
from the readings on the separate
meters.
|
5
3.
|
The
Tenant has concluded agreements with a heat supplier, i.e. Dalkia Česká
republika, a.s., having its registered office at Xxxxxxx, 00. xxxxx
3123/152, Post Code 709 74, Company ID No.: 451 93 410, and a
water supplier and sewage disposal provider, i.e. MORAVSKÁ VODÁRENSKÁ,
a.s., having its registered office at Olomouc, Xxxxxxx 00, Xxxx Xxxx
00000, Company ID No.: 61859575, for the supply of such utilities and
services to the Property. The water, sewage and heat supply fees for the
utilities used by Other Tenants and/or Additional Tenants (except the
Landlord) shall be charged by the Tenant directly to such Other Tenants
and/or Additional Tenants (except the Landlord). The charges for the
telecommunication services provided shall be paid by the Tenant directly
to the telecommunication service
provider.
|
VI.
Rights
and Duties of the Tenant
1.
|
The
Tenant may use the Leased Premises in accordance with the purpose of lease
and in a manner specified in this
Agreement.
|
2.
|
The
Tenant may only modify the Leased Premises, in particular in terms of
construction work, with the prior written approval of the Landlord.
However, the Landlord shall not unreasonably withhold such an approval.
The improvement of the Leased Premises, if any, does not and shall not
affect the amount of rent agreed in Article IV(1) hereof. The Parties have
agreed that the costs incurred by the Tenant for the modification of the
Leased Premises shall be depreciated in the books of the
Tenant.
|
3.
|
Subject
to the prior written approval of the Landlord, the Tenant may carry out,
at its own cost, the repair and/or construction work both within the
Leased Premises and in such other parts of the Property as are not
included in the Leased Premises. However, any such repairs and/or
construction work carried out by the Tenant shall not prevent Other
Tenants and/or Additional Tenants from exercising their agreed rights. If
the Tenant causes any damage to the Landlord or any Other Tenants and/or
Additional Tenants in the course of such repair and/or construction work,
the Tenant shall compensate the Landlord or any Other Tenants and/or
Additional Tenants concerned for any such damage, including any loss of
profit, unless the aggrieved party has agreed with the Tenant on the
compensation having the form of restoration to the original
condition.
|
4.
|
For
the use of the Leased Premises, the Tenant shall make due and timely
payments of Monthly Rent in the amount and method specified by this
Agreement.
|
6
5.
|
To
the extent specified in Article III(4) and (5), the Tenant shall tolerate
the use of the Property by Other Tenants and Additional Tenants, to which
use they are entitled according to their respective tenancy contracts and
agreements concluded with the Landlord, as well as the use of the Property
by the employees, suppliers, customers, business partners of and other
persons visiting Other Tenants and/or Additional
Tenants.
|
6.
|
The
Tenant shall care for the Leased Premises in a manner preventing damage
thereto.
|
7.
|
The
Tenant shall perform minor repairs of the Leased Premises at its own cost.
Minor repairs shall include, in particular, minor repairs of the lighting
fixtures including the replacement of light bulbs, repairs of the electric
switches and outlets, painting repairs, minor repairs of windows and
doors, flooring, water supply fixtures, sanitary installations, heating
elements, etc. The Tenant shall not be obliged to request the prior
approval of the Landlord.
|
8.
|
The
Tenant shall ensure, at its own cost, the maintenance of the technical
installations and devices such as the telephone switchboards, air
conditioning units, and any other devices installed independently of the
Landlord. Any technical devices installed by the Tenant which have not
become a part or an accessory of the Leased Premises (such as the
manufacturing lines and other machines or devices) remain to be owned by
the Tenant unless otherwise agreed by the Parties. The Tenant represents
that in the event of any termination (including the early termination) of
the tenancy it shall not request that the Landlord reimburse any costs
incurred by the Tenant for any construction, engineering or other
improvement or upgrade of the Leased Premises (e.g. construction work and
repair, reconstruction, distribution system repairs, etc.) or for any
installations, construction work, infrastructure or devices which have
become a part or an accessory of the Leased Premises unless otherwise
agreed by the parties in a specific case (e.g. restoration to the original
condition).
|
9.
|
The
Tenant shall ensure the cleaning of the Leased Premises under the standard
conditions at its own cost.
|
10.
|
If
any defects which have not been caused by the Tenant and for which the
Tenant was unable to use the Leased Premises in the manner agreed herein
occur on the Leased Premises for the term of this Agreement and if the
Tenant is forced to use the Leased Premises in a limited manner in
consequence of such defects or of failure by the Landlord to meet its
obligations arising herefrom, the Tenant shall be entitled to a reasonable
reduction of the Rent.
|
VII.
Rights
and Duties of the Landlord
The
Landlord shall not carry out any construction within the Property, i.e. the
construction of new buildings or the extension of the existing buildings. In
addition, the Landlord shall not carry out any building modifications which
would compromise the existing condition of the Property. Furthermore, the
Landlord shall not, without the prior written consent of the Tenant, establish
any new easement, liens or pre-emption rights with property law effects, or
extend the term of lease of Other Tenants, terminate or otherwise change the
tenancy agreements concluded with Additional Tenants, or donate or exchange the
Property or a part thereof. The Landlord may conclude tenancy agreements with
any new tenants only with the prior written approval of the Tenant. The Annual
Rent payable by the Tenant shall be reduced by the amount of the annual rent to
be paid by such new tenants in the manner specified in Article IV(1)
hereof.
7
VIII.
Breach
of the Obligations of the Tenant
1.
|
The
Landlord may terminate this Agreement by a notice in writing in the event
of the default by the Tenant in any payment of Monthly Rent according to
Article IV(2) exceeding ten (10) calendar days provided that the prior
written request to the Tenant for the payment of the outstanding Monthly
Rent within five (5) business days has been sent to and not acted on by
the Tenant. In such a case, the Parties have agreed on the notice period
of thirty (30) calendar days following the service of the termination
notice upon the Tenant or the refusal by the Tenant to receive such a
notice. In addition, the Landlord shall be entitled to a
penalty of CZK 400,000 (four hundred thousand Czech korunas) in each such
a case of default.
|
2.
|
This
provision is without prejudice to the rights of the Landlord according to
Section 9(2) of Act No. 116/1990 Coll. on the lease and sub-lease of
non-residential premises, as amended, to the entitlement of the Landlord
to the payment of the outstanding rent payable for the entire period for
which the Tenant used the Leased Premises, and to the Landlord’s right to
claim damages and interest on late
payments.
|
IX.
Tenancy
Period
1.
|
This
Agreement is concluded for the fixed term commencing on 1 December 2009
and ending on 30 June 2011. The Parties have agreed that the provisions of
Section 676(2) of the Civil Code and of Section 9(3)(a) of Act No.
116/1990 Coll. on the lease and sub-lease of non-residential premises, as
amended, shall not apply.
|
2.
|
The
Parties have agreed that (in addition to the reasons specified in section
9(2) of Act No. 116/1990 Coll. on the lease and sub-lease of
non-residential premises, as amended) the Landlord may also terminate this
Agreement in case the Tenant cannot be reasonably expected, based on all
the relevant circumstances, to meet its obligations hereunder in a due and
timely manner and/or if the Tenant has been wound up with liquidation
and/or if the Tenant is apparently bankrupt or if an
application for bankruptcy or for a moratorium has been filed against the
Tenant and/or if a judgement of the court has been issued regarding the
resolution of the Tenant’s bankruptcy. In such a case, the Parties have
agreed on the notice period of sixty (60) calendar days following the
service of the termination notice upon the Tenant or the refusal by the
Tenant to receive the notice.
|
8
3.
|
Furthermore,
the Parties have agreed that the Landlord may terminate this Agreement at
any time without giving its reason for such a termination. In such a case,
the notice period shall be six months commencing on the first day of the
calendar month immediately following the month in which the notice is
served upon the Tenant.
|
X.
Right
of the Tenant
to
Enter into Tenancy Agreements
for
Other Parts of the Property
1.
|
The
Tenant declares that it intends to proceed, during the term of this
Agreement, to extend the Leased Premises to all the parts of the Property
which are not included in the Leased Premises as of the date of this
Agreement, except the parts of the Property leased to Other Tenants. The
gradual extension of the Leased Premises according to the present Article
shall be carried out by the Landlord and by the Tenant by concluding
amendments hereto.
|
2.
|
The
Landlord declares that Annex 5 hereto
contains the final, complete and current list of all the Additional
Tenants of the Property. Annex 5 hereto
also includes, inter
alia, the respective expiry date of the tenancy contract or
agreement based on which each Additional Tenant leases a certain part of
the Premises (the "Expires on” column in Annex 5 hereto) and the date by
which the given Additional Tenant is to clear the relevant part of the
Property (the “Sendio right of entry” column in Annex 5 hereto). The
Landlord declares that the details of the Additional Tenants provided in
Annex 5
hereto are correct and complete.
|
3.
|
Unless
otherwise agreed by the Parties, they shall conclude numbered amendments
to this Agreement to extend the Leased Premises to the parts of the
Property currently leased to Additional Tenants as
follows:
|
|
(i)
|
Each
individual amendment shall be concluded by the Parties on the business day
immediately following the date shown in the “Expires on” column in Annex 5 hereto
for the relevant Additional Tenant whose premises the Leased Premises are
to be extended by;
|
|
(ii)
|
Each
amendment to this Agreement shall indicate the date immediately following
the date shown in the “Sendio right of entry” column in Annex 5 hereto
for the relevant Additional Tenant as the commencing date of the use of
the new parts of the Leased
Premises.
|
|
4.
|
The
individual amendments concluded according the Article X(3) hereof shall be
numbered and they shall include as their annex a plan clearly showing the
specifications and location of the relevant part of the Property the
Leased Premises are to be extended by. Each individual amendment shall be
signed by both Parties and it shall come into effect on the date when it
is executed.
|
9
XI.
Sublease
The
Tenant may sublease the Leased Premises only with the prior written consent of
the Landlord. The Landlord shall not unreasonably withhold its consent with the
sublease.
XII.
Insurance
Omitted
intentionally
XIII.
Miscellaneous
Provisions
1.
|
The
Parties represent and warrant that the Leased Premises have been used by
the Tenant prior to this Agreement based on the tenancy agreement dated 28
May 2008, which expired on 30 June 2009. Between 1 July 2009 and 30
November 2009 the Tenant effectively used the Leased Premises with the
express consent of the Landlord and according to the terms and conditions
of the tenancy agreement dated 28 May 2008 but for a higher consideration.
During that period the Parties were negotiating this Agreement. For the
period specified above, the Tenant has paid the Landlord the amount of
CZK 3,612,780 (three million six hundred and twelve thousand seven
hundred and eighty Czech korunas) for the effective use of the Leased
Premises, which amount exceeds the amount agreed by CZK 15,000
(fifteen thousand Czech korunas). The excess, in the amount of CZK 15,000,
shall be set off against the Monthly Rent for January 2010. The Landlord
represents that the above-mentioned amount paid by the Tenant for the
period from 1 July 2009 to 30 November 2009 less the
above-mentioned excess of CZK 15,000 is the adequate amount payable for
the use of the Leased Premises in the period in question. The Parties
declare that all the claims of the Parties arising from the use of the
Leased Premises in the period in question have been finally settled and
that neither Party has any obligations to and/or claims from the other
Party arising from the use of the Leased Premises by the
Tenant.
|
2.
|
The
Parties have agreed that any penalties and compensation for damage can be
set off mutually unless otherwise agreed by the Parties. The Parties
expressly exclude the option of set-off against the
Rent.
|
3.
|
The
Parties declare that, in addition to this tenancy agreement, they are
currently negotiating a sales contract for the transfer of the ownership
(sale and purchase) of the Property, free of any encumbrance except liens
established for the benefit of the Tenant, from the Landlord to the
Tenant.
|
10
4.
|
The
Tenant shall notify the Landlord of any changes in the ownership structure
of the Tenant (i.e. in the owners of SENDIO s.r.o.) without unreasonable
delay. If a change occurs in the controlling entity of the Tenant during
the tenancy period and if the new controlling entity is not a member of
the same business group as the Tenant is on the date hereof, the Landlord
may terminate this Agreement. The Parties have agreed on the notice period
of six months commencing on the first day of the month immediately
following the month in which the Tenant is served the Landlord’s
notice.
|
XIV.
Common
and Final Provisions
1.
|
This
Agreement shall come into force and effect upon its signing by both
Parties. In addition to the amendments specified in Article X(3) and (4)
hereof, this Agreement may only be modified by successively numbered
written amendments signed by both
Parties.
|
2.
|
This
Agreement represents the entire agreement of the Parties as regards the
lease and use of the Leased Premises by the Tenant, and no other
agreements, arrangements, representations or commitments of either Party,
unless made herein, shall be binding upon the Parties in connection with
the subject-matter hereof. This Agreement cancels and supersedes any prior
agreements, arrangements, representations or commitments of either Party
prior to the date of this Agreement. The headings of the articles are
provided for reference only and are by no means to be used in the
construction and interpretation of the terms and provisions of this
Agreement.
|
3.
|
The
Parties shall keep confidential the terms and conditions of this Agreement
and any information acquired in the course of the negotiation of this
Agreement unless disclosure is required by law or by any other generally
applicable regulations.
|
4.
|
The
entitlement of the Parties to any penalties, compensation for damage and
interest on late payments and the confidentiality clause shall survive the
withdrawal from, cancellation or any other form of termination of this
Agreement.
|
5.
|
This
Agreement shall be governed by the applicable tenancy agreement provisions
of Act No. 40/1964 Coll., the Civil Code, as amended, and by Act No.
116/1990 Coll. on the lease and sublease of non-residential premises, as
amended.
|
6.
|
This
Agreement is executed in duplicate. Each Party shall receive one (1)
counterpart of this Agreement.
|
7.
|
The
following annexes form an integral part of this
Agreement:
|
Annex 1
– Recent extract from the Land Register, Title
No. 2978
11
Annex 2 –
Recent extract from the Company Register concerning the
Tenant
Annex 3 –
Diagram of the Leased Premises (drawings nos. 2799
and 2723)
Annex 4
– Definition of the premises of Other Tenants (marked in
green)
Annex 5
– List of Additional Tenants (marked in yellow)
Annex 6
– Rent breakdown
Annex 7
– Property diagram
8.
|
The
Parties declare that they have read this Agreement prior to its signing
and that they have entered into this Agreement seriously, in mutual
understanding, as an expression of their true and free will, and without
duress or under otherwise disadvantageous circumstances. In witness
whereof, the Parties have hereunto set their
hand.
|
Dated
at Olomouc on December 2, 2009
|
Dated
at Olomouc on December 2, 2009
|
/s/
Xxxxx Xxxxxxxx
|
/s/
Xxxxxx Xxxx Styles
|
Xxxxx
Xxxxxxxx
|
|
Landlord
|
Tenant
|
12