EXHIBIT 10.9
DATED 1 FEBRUARY 2005
IGE ENERGY SERVICES (UK) LIMITED (1)
and
MANHATTAN ASSOCIATES LIMITED (2)
and
MANHATTAN ASSOCIATES, INC. (3)
--------------------------------------------------------------------------------
LEASE
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Premises: First Floor, Building A, The Arena, Bracknell
Term: 5 years
Rent: Pound Sterling317,540 per annum
XXXXXX XXXXXX
Kings Court
00 Xxxx Xxxxxx
XXXXX
XX0 0XX
Tel: 0000 0000000
Fax: 0000 0000000
Ref: IMH
XXXXXX
XXXXXX
SOLICITORS
CONTENTS
SECTION HEADING
PAGE
1 INTERPRETATION 1
2 THE DEMISE 5
3 TENANT'S COVENANTS 5
3.1 Payments 6
3.2 Outgoings and Utilities 6
3.3 Interest 7
3.4 VAT 7
3.5 Repair 7
3.6 Decoration 8
3.7 Keep tidy 8
3.8 Alterations 9
3.9 Statutory obligations 10
3.10 Inspection and notice to repair 12
3.11 User 12
3.12 Signs 14
3.13 Insurance obligations 14
3.14 Notices 15
3.15 Alienation 15
3.16 Sale and re-letting 18
3.17 Rights of light and encroachments 19
3.18 Indemnities 19
3.19 Damaging substances 20
3.20 Notices of breach and costs 20
3.21 Yield up 20
3.22 Pipes 21
3.23 Overloading 21
3.24 Keyholder 21
3.25 Defects 21
3.26 Replacement guarantor 22
3.27 Regulations 22
3.28 Disputes 22
3.29 Occupation 22
3.30 Headlease 23
3.31 Car Park 23
4 LANDLORD'S COVENANTS 23
4.1 Quiet Enjoyment 23
4.2 Insurance 23
4.3 Headlease 24
4.4 Warranties 25
4.5 Competition 25
4.6 Reception Area 26
4.7 Services and Service Charge 26
4.8 Restaurant Charge 26
5 PROVISOS 26
5.1 Re-entry 26
5.2 Suspension of rent 28
5.3 Determination of the Term 28
5.4 Exclusion of use warranty 29
5.5 Notices 29
5.6 Compensation 29
5.7 Implied easements 29
5.8 Party walls 30
5.9 Tenant's property 30
5.10 Contracts (Rights of Third Parties) Xxx 0000 30
5.11 Exclusion of security 30
5.12 Jurisdiction and governing law 30
6 FORM OF GUARANTOR'S COVENANTS 31
6.1 Interpretations 31
6.2 Guarantee and indemnity 31
6.3 Preservation of Guarantor's liability 31
6.4 Obligation to take a new lease 33
6.5 Extent of Guarantor's liability 34
THE FIRST SCHEDULE - THE PREMISES 35
THE SECOND SCHEDULE - THE RIGHTS 36
THE THIRD SCHEDULE - THE EXCEPTIONS 37
THE FOURTH SCHEDULE - WARRANTIES 39
THE FIFTH SCHEDULE - THE SERVICE CHARGE 42
THE SIXTH SCHEDULE- RESTAURANT CHARGE 48
THIS LEASE made on 1 February 2005
BETWEEN:
(1) IGE ENERGY SERVICES (UK) LIMITED (company number 3499114) whose
registered office is at Xxx Xxxxx Xxxxxxxxx Xxx Xxxxxxxxx Xxxxxxxxx
XX00 0XX (the LANDLORD)
(2) MANHATTAN ASSOCIATES LIMITED (company number 3562638) whose registered
office is at 0 Xxx Xxxxx Xxxxxxxxx Xxx Xxxxxxxxx Xxxxxxxxx XX00 0XX
(the TENANT)
(3) MANHATTAN ASSOCIATES, INC. of 0000 Xxxxx Xxxxx Xxxxxxx, Xxxxx 000,
Xxxxxxx, Xxxxxxx 00000 Xxxxxx Xxxxxx of America (the GUARANTOR)
WITNESSES as follows:
1 INTERPRETATION
1.1 In this Lease unless the context requires otherwise:
1.2 The following words and expressions mean
AGA: an authorised guarantee agreement within the meaning of
section 16 of the 1995 Act;
THE BUILDING: the land and buildings known as Block A The
Arena Downshire Way Bracknell as edged green on the Plan
comprised within the Headlease;
THE CAR PARK: the parts of the Building used for parking shown
for identification purposes only shown coloured blue on Plan
2;
THE CDM REGULATIONS: the Construction (Design and Management)
Regulations 1994 and any other regulations of a similar nature
in force at any time during the Term;
THE COMMON PARTS: all parts of the Building which at any time
during the Term do not form part of the Premises or any other
premises in the Building let or intended to be let to any
other tenant of the Landlord including without limitation:
(1) the roof, foundations, main ceilings, main floors and
floor slabs, main walls, structural steelwork,
structural and main columns, beams and joists and all
other external and structural parts of the Building
including all external windows and doors and window
and door frames in the Building;
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(2) all internal walls, whether load-bearing or not,
inside the Common Parts or separating the Common
Parts from the Premises or any other premises in the
Building let or intended to be let to any other
tenant of the Landlord and all windows and doors and
window and door frames in those walls;
(3) all entranceways, hallways, passageways, staircases,
lifts, toilets, kitchens, refuse areas, roads and
footpaths and all parking, service, access and
landscaped areas, all boundary structures and all
Pipes other than those demised to the Tenant or any
other tenant in the Building;
(4) any central heating, air handling or air conditioning
system (including all associated Pipes, radiators,
boilers, ducts, pumps, coolers, controls, and other
equipment) which serves the Building as a whole or
any parts of it communally; and
(5) any video, monitoring, security, control, access,
fire detection, fire prevention or sprinkler system
and any other electrical or other system of any type
(including all associated Pipes) which serves the
Building as a whole or any parts of it communally
to the extent that they exist at any time during the Term;
THE CONTRACTUAL TERM: the term of five years starting on 1
February 2005 and ending on 31 January 2010;
THE END OF THE TERM: the end of the Term however that happens;
ENVIRONMENTAL LEGISLATION: the Health and Safety at Work etc
Xxx 0000, the Environmental Protection Xxx 0000, the Water
Resources Xxx 0000, the Environment Xxx 0000, the Control
Substances Hazardous to Health Regulation and any other
statute of a similar nature in force at any time during the
Term;
THE EXCEPTIONS: the exceptions and reservations set out in the
Third Schedule;
THE EXCLUDED PARTS: the windows, window frames, window xxxxx,
columns, ceilings and floor slabs to the Building
GROUP COMPANY: a group company within the meaning of section
42 of the Landlord and Xxxxxx Xxx 0000;
HAZARDOUS SUBSTANCES: any and all dangerous substances,
hazardous substances, toxic
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substances, radioactive substances, hazardous wastes,
controlled wastes, oils, hazardous chemicals and any other
material which may be harmful to human health or the
environment and which are controlled under the Environmental
Legislation and includes (without limitation) any petrol,
benzol or other highly flammable spirit, liquor, fluid or
substance or any material of a dangerous, combustible,
explosive or corrosive nature which may attack or in any way
injure by percolation, corrosion, vibration or otherwise the
structure of the Premises or the Building or the use of which
may constitute a nuisance to the occupiers of neighbouring or
adjoining property;
THE HEADLEASE: a lease dated 18 January 1999 and made between
Scottish Widows' Fund Life Assurance Society (1) Tektronix UK
Limited (2) and Tektronix, Inc (3);
THE INTEREST RATE: three per cent per annum above the base
rate from time to time of any bank that is a member of the
British Banking Association and that the Landlord specifies at
any time or, if those base rates cease to exist, such other
equivalent rate of interest as the Landlord reasonably
specifies at any time both before and after any judgment and
in every case compounded on the Rent Days;
THE LANDLORD: includes the reversioner for the time being
immediately expectant on the End of the Term;
THE LANDLORD'S CONSENT: the previous consent of the Landlord
by deed or, at the Landlord's discretion, under hand;
THIS LEASE: this Lease and any documents supplemental to it or
entered into in accordance with or under it;
PIPES: pipes, sewers, drains, conduits, gutters, watercourses,
wires, cables, channels, ducts, flues, aerials, cisterns,
tanks and all other conducting media and ancillary apparatus
and any enclosures for them;
THE PLAN: the plan or plans annexed to this Lease;
THE PLANNING ACTS: the Town and Country Planning Xxx 0000, the
Planning (Listed Buildings and Conservation Areas) Xxx 0000,
the Planning (Hazardous Substances) Xxx 0000, the Planning
(Consequential Provisions) Xxx 0000, the Planning and
Compensation Xxx 0000 and any other statute of a similar
nature in force at any time during the Term;
THE PREMISES: the property described in the First Schedule;
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THE RENT COMMENCEMENT DATE: the 1st day of February 2006;
THE RENT DAYS: 25 March, 24 June, 29 September and 25 December
in each year;
THE RIGHTS: the rights set out in the Second Schedule;
THE SERVICE CHARGE: the monies payable by the Tenant for the
provision of the Services in accordance with the Fifth
Schedule;
SUPERIOR LESSOR: everyone having a title to the Premises in
reversion mediately or immediately expectant on the
termination of the Landlord's title at any time during the
Term;
TAX INVOICE: an invoice addressed to the Tenant and which
complies with the requirements of Section 6(5) of and
paragraph 2(1) of Schedule 11 to the Value Added Tax Xxx 0000
and regulations relating to tax invoices;
THE TENANT: includes its successors in title and assigns and
all persons deriving title through or under it;
THE TERM: the Contractual Term;
UTILITIES: data transmission, drainage, electricity, energy of
any other type, gas, telephone, water and all other services;
VAT: Value Added Tax and any tax of a similar nature
substituted for it or imposed in addition to it at any time
during the Term and any penalties or fines in relation to
them;
THE 1995 ACT: the Landlord and Tenant (Covenants) Xxx 0000.
1.3 Any reference to any statute, including any reference in any
definition in this clause, includes:
1.4 any amendment, modification, extension or re-enactment of it
at any time;any regulations or orders made under or drawing
validity from any statute
1.5 Any reference to any form of legal entity includes all other
forms of legal entity.
1.6 Any provisions in this Lease referring to the consent or
approval of the Landlord shall be construed as also requiring
the consent or approval of any superior landlord under a
superior lease where such consent shall be required under any
superior lease (which the Landlord shall use its reasonable
endeavours to obtain at the cost of the Tenant) but
Page--4-
nothing in this Lease shall be construed as implying that any
obligation is imposed upon any such superior landlord not
unreasonably to refuse any such consent or approval unless the
superior lease so provides;
1.7 Reference to "consent of the Landlord" or words to similar
effect means a consent in writing signed by or on behalf of
the Landlord and to "be approved" and "authorised" or words to
similar effect mean (as the case may be) approved or
authorised in writing by or on behalf of the Landlord.
1.8 Obligations by more than one person are joint and several and
where any party under this Lease at any time is more than one
person references to it are to each person individually as
well as jointly with the others comprising it.
1.9 Any obligation on the Tenant not to do something shall be
deemed to include an obligation to use reasonable endeavours
not to allow it or suffer it to be done.
1.10 Rights excepted, reserved or granted to the Landlord are
excepted, reserved or granted to the Landlord, any Superior
Lessor and everyone authorised in writing by them and which
authority shall be produced to the Tenant before such access
is made.
1.11 The perpetuity period applicable to this Lease is the
Contractual Term or 80 years from the start of the Term,
whichever is the shorter.
1.12 The clause headings in this Lease are for reference only and
are not to be taken into account in its construction or
interpretation.
2 THE DEMISE
The Landlord demises the Premises to the Tenant with the Rights but
excepting and reserving the Exceptions for the Contractual Term subject
to all rights, easements, privileges, restrictions, covenants and
stipulations of any nature affecting them paying throughout the Term
from the Rent Commencement Date the yearly rent of Pound
Sterling317,540 by equal quarterly payments in advance on the Rent Days
and so in proportion for any period less than a year, the first payment
being a proportionate sum in respect of the period from and including
the Rent Commencement Date to the next Rent Day after that date to be
paid on that date.
3 TENANT'S COVENANTS
The Tenant covenants with the Landlord:
Page--5-
3.1 PAYMENTS
3.1.1 To pay the rent reserved by clause 2 of this Lease as
set out in that clause with payment being made by
electronic payments if the Landlord requires it.
3.1.2 To pay to the Landlord within 7 days of demand as
additional rent:
(a) a fair and proper proportion (to be
determined by the Landlord acting
reasonably) of the Insurance Rent properly
payable by the Landlord to the Superior
Lessor pursuant to clause 2(b) of the
Headlease;
(b) all premiums payable by the Landlord for
insuring against loss of rent from the
Premises for three years;
(c) a fair and reasonable proportion (to be
reasonably determined by the Landlord) of
all sums properly payable by the Landlord
under clauses 3 and 36 of the Fourth
Schedule of the Headlease upon production of
a Tax Invoice for same and a copy of the
Superior Landlord's demand and on the Rent
Days;
(d) the Service Charge;
(e) Whilst the Restaurant is operational, or
until the Tenant terminates its use of the
Restaurant in accordance with the Fourth
Schedule, all sums payable in accordance
with that Schedule;
3.1.3 To make all payments referred to in this sub-clause,
and all other payments due to the Landlord under this
Lease, without any deduction (except as required by
law) and without exercising any right of legal or
equitable set off.
3.2 OUTGOINGS AND UTILITIES
3.2.1 To pay all rates, taxes, assessments, duties,
charges, impositions and other outgoings of any type
charged, assessed or imposed on or in respect of the
Premises or their owner or occupier at any time
(including any of a capital or non-recurring nature)
except such as are payable on a disposal of the
landlord's reversion hereto and income or corporation
tax charged on the Landlord;
3.2.2 To pay for all Utilities used or consumed at the
Premises, including standing charges, and meter rents
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and if any payments due under this sub-clause are due in
respect of the Premises and any other part of the Building
jointly to pay a fair and reasonable proportion of them to be
determined by the Landlord.
3.3 INTEREST
If the Landlord does not receive payment of:
3.3.1 the rent reserved by clause 2 of this Lease and the
VAT due in respect of it on the due date whether
formally demanded or not; or
3.3.2 any other money due under this Lease (other than any
money which this Lease states is to bear interest
from the date of expenditure by the Landlord) within
seven days of the due date
to pay interest on the money concerned to the Landlord at the
Interest Rate from the due date until the date of actual
receipt by the Landlord.
Provided that this sub-clause shall not prejudice any other
right or remedy of the Landlord for the recovery of any money
due.
3.4 VAT
To pay and indemnify the Landlord against any VAT chargeable
in respect of or levied on:
3.4.1 any payment due from or any supply made to the Tenant
under or in connection with this Lease; and
3.4.2 any payment made by or any supply made to the
Landlord where the Tenant is liable to reimburse it
for that payment or in respect of that supply (save
where the Landlord can recover VAT)
in each case in addition to the payment or supply concerned
provided that the Tenant shall not be obliged to pay any VAT
on any of the rents reserved by this Lease or any other
payments due under this Lease unless and until the Tenant
shall be in receipt of a Tax Invoice in respect of them.
3.5 REPAIR
3.5.1 To keep the Premises in good and substantial repair
fair wear and tear excepted and keep them clean,
damage caused by the Insured Risks excepted:
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(a) save to the extent of any excess in any
relevant insurance policy; and/or
(b) unless any relevant insurance policy is
vitiated or payment of insurance monies
refused in whole or in part as a result of
anything done by the Tenant, any undertenant
or any other occupier of the Premises or
anyone at the Premises with the express or
implied authority of any of them
Provided That the Tenant's liability is limited to
the extent that the Landlord effects any recovery
under clause 4.4 hereof.
3.5.2 To carry out all work required under this sub-clause
or any other provision of this Lease:
(a) in a good and workmanlike manner;
(b) in accordance with good modern practice from
time to time, all relevant codes of practice
and all British Standards; and
(c) to the Landlord's reasonable satisfaction.
3.6 DECORATION
3.6.1 To decorate the Premises in the last three months
before the End of the Term and all additions to them
previously or usually decorated.
3.6.2 To carry out the work required by this sub-clause:
(a) in a good and workmanlike manner;
(b) with good quality materials;
(c) to the Landlord's reasonable satisfaction;
and
(d) in accordance with such reasonable
directions as may be communicated to the
Tenant by or on behalf of the Landlord in
the last three months of the Term in a
colour and scheme of decoration approved by
the Landlord, such approval not to be
unreasonably withheld or delayed.
3.7 KEEP TIDY
3.7.1 To keep the Premises clean, tidy and free from
litter.
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3.7.2 Not to litter or make untidy the Building or any
neighbouring or adjoining property.
3.7.3 To keep all rubbish in suitable receptacles and to
arrange for its collection and disposal in an
appropriate manner as often as necessary and at least
weekly.
3.8 ALTERATIONS
3.8.1 Not to commit waste to the Premises, divide them or
merge them with other premises or make any
alterations or additions of any type to them unless
paragraph 3.8.2 is first complied with in full when
the following alterations and additions will be
allowed with the Landlord's consent, such consent not
to be unreasonably withheld or delayed:
(a) Internal non-structural alterations and
additions.
(b) Alterations and additions to the Pipes
forming part of the Premises.
(c) Minor alterations or additions to the
structure or exterior of the Premises that
are consequential to any work carried out
under paragraphs (a) or (b) and which do not
affect the structural integrity of the
Premises or the Building.
Provided That the Tenant shall (without any consent
of the Landlord) be entitled to install alter and
remove internal demountable partitioning which does
not affect the structure of the Premises or prejudice
or affect the air conditioning fire protection or
other building systems subject to the Tenant
supplying 2 copies of as built drawings to the
Landlord forthwith upon completion of any such works.
3.8.2 Before carrying out any alterations or additions
which require Landlord's consent and at its own cost
to:
(a) obtain all necessary consents from any
competent authority and any other person;
(b) supply four sets of all drawings and
specifications for the proposed alteration
or additions to the Landlord for its
approval (such approval not to be
unreasonably withheld or delayed);
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(c) enter into any covenants that the Landlord
reasonably requires for the execution,
supervision and reinstatement of them.
3.8.3 If so required by the Landlord not less than three
calendar months prior to the end or sooner
determination of this Lease at the cost of the Tenant
to remove any alterations or additions to the
Premises, or any part of them, and to reinstate the
Premises, or the appropriate part of them, to their
former condition before the End of the Term and
subject to the Landlord's reasonable satisfaction.
3.8.4 To commence to remedy any breach of this sub-clause
within two months of receiving written notice from
the Landlord of such breach and then diligently to
remedy the same and if it does not to allow the
Landlord to enter the Premises with all necessary
workmen and equipment to carry out the work required
and to pay to the Landlord all expenses properly and
reasonably incurred by it in doing so, including all
proper legal and surveyors' fees reasonably incurred,
within 7 days of an invoice for same detailing such
expenses together with interest at the Interest Rate
from the date of expenditure by the Landlord to the
date of repayment.
3.9 STATUTORY OBLIGATIONS
3.9.1 At its own expense to comply with all requirements
of, and execute all works required by, any statute or
any competent authority in respect of the Premises,
any activity at or use of them or the use of any
plant, machinery or other equipment in them (save
that forming part of the Common Parts or the
Landlord's equipment).
3.9.2 To obtain all planning permissions and other consents
that are required for the carrying out of any
operations on the Premises or any use of them by the
Tenant which may constitute development within the
meaning of the Planning Acts but no application for
planning permission or any other consent is to be
made without the Landlord's consent, such consent not
to be unreasonably withheld or delayed in respect of
any application for permission or consent in respect
of anything for which consent has already been given
by the Landlord under any other provision of this
Lease.
3.9.3 To pay and satisfy any charge or levy that is imposed
under the Planning Acts in respect of any operation
or use referred to in paragraph 3.9.2.
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3.9.4 That where any alterations or additions are covered
by the CDM Regulations it and not the Landlord will
be the client for the purposes of regulation 4 of
those regulations and that it will:
(a) send a declaration to that effect to the
Health & Safety Executive in accordance with
paragraph (4) of regulation 4 of the CDM
Regulations;
(b) provide the Landlord with a copy of the
acknowledgement received from the Health &
Safety Executive in respect of the
declaration when received by it;
(c) not revoke the declaration;
(d) comply with the client's obligations under
the CDM Regulations.
3.9.5 To supply to the Landlord at its own cost all
information in respect of any work done to the
Premises, and the Premises as altered by that work,
which is required to keep any Health and Safety file
maintained under the CDM Regulations in respect of
the Premises or the Building up to date including
copies of all relevant plans, specifications and
other documents.
3.9.6 Not to carry out any operation on or any change of
use of the Premises before all notices required under
the Planning Acts and any Environmental Legislation
have been served or before all relevant notices,
planning permissions and other consents have been
produced to the Landlord and acknowledged by it in
writing as being satisfactory, such acknowledgement
not to be unreasonably withheld or delayed in respect
of any notice, consent or permission in respect of
anything for which consent has already been given by
the Landlord under any other provision of this Lease.
3.9.7 Unless the Landlord directs otherwise to carry out
and complete before the End of the Term any works
which are to be carried out to the Premises by a date
after the End of the Term as a condition of any
planning permission granted for any development begun
during the Term.
3.9.8 That if it receives any compensation in respect of
its interest in the Premises because of any
restriction imposed on their use under the Planning
Acts and this Lease is determined by surrender or
re-entry to immediately make such payment to the
Landlord as is reasonable to ensure that the Landlord
receives due benefit from that compensation.
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3.9.9 To produce to the Landlord on demand all notices,
orders, proposals, permissions, consents, plans and
other evidence which the Landlord reasonably requires
in order to be satisfied that this sub-clause has
been fully complied with.
3.10 INSPECTION AND NOTICE TO REPAIR
To allow the Landlord and everyone authorised by it to enter
the Premises at all reasonable times during the Term on
reasonable prior notice (except in the case of emergency) to:
3.10.1 take inventories of fixtures, fittings and other
items to be yielded up at the End of the Term;
3.10.2 establish whether the Tenant's obligations under this
Lease have been complied with:
(a) if any breach of obligation is found the
Landlord may serve written notice on the
Tenant requiring it to remedy the breach
concerned;
(b) if the Tenant does not start or is not
proceeding expeditiously to rectify any
breach of obligation notified to it within
two months of service of the Landlord's
notice, or sooner in emergency, the Landlord
may enter the Premises with all necessary
workmen and equipment to rectify the breach
concerned and the Tenant shall pay to the
Landlord within 14 days of demand detailing
such costs etc. as a debt the costs and
expenses of doing so, including legal and
surveyors' fees, together with interest at
the Interest Rate from the date of
expenditure by the Landlord to the date of
repayment
And subject in each case to making good any physical damage
caused to the Premises
3.11 USER
3.11.1 Not to do anything at the Premises which may be,
become or cause a nuisance, disturbance, injury or
damage to the Landlord or any owner or occupier of
the Building or any neighbouring or adjoining
property.
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3.11.2 Not to bring onto the Premises any Hazardous
Substances anything of an offensive nature and to
comply with all requirements of the Landlord's
insurers and the competent fire authority.
3.11.3 Not to use the Premises or any part of them for:
(a) any use falling within Use Classes B3 to B7
(inclusive) of the Town and Country Planning
(Use Classes) Order 1987 (as originally
enacted);
(b) any dangerous, noxious, noisy or offensive
trade or business;
(c) the business of a staff agency, employment
agency, a Government Department or Agency in
each case at which the general public call
without appointment, a betting office,
residential purposes as sleeping
accommodation or any illegal or immoral act
or purpose; and
(d) not to hold any sale by auction on the
Premises.
3.11.4 Not to generate any noise in the Premises which can
be heard, or which creates vibrations that can be
felt, in any other part of the Building or in any
neighbouring or adjoining property.
3.11.5 Not to use the Premises or any part of them for any
purpose other than a use falling within Use Class
B1(a) of the Town and Country Planning (Use Classes)
Order 1987 (as originally enacted) and not without
the Landlord's consent, such consent not to be
unreasonably withheld, to use the Premises or any
part of them for any purpose other than high class
offices.
3.11.6 To pay to the Landlord within 14 days of demand all
costs, charges and expenses which may be incurred by
it in complying with a notice served, or a
requirement made, by any competent authority under
any Environmental Legislation or in abating any
private or public nuisance on or arising from the
Premises including any statutory nuisance abated by
the Landlord in compliance with a notice served by
any competent authority together with interest at the
Interest Rate from the date of expenditure by the
Landlord to the date of repayment.
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3.12 SIGNS
Save where specifically provided for in the Second Schedule to
this Lease not to install or display on any part of the
outside of the Premises or to or through any window in the
Premises any placard, poster, notice, advertisement, name,
sign or other writing without the Landlord's consent, such
consent not to be unreasonably withheld in respect of a sign
showing the name of the Tenant or any other permitted occupier
on or adjacent to the door into the Premises from the Common
Parts, the exterior of the Building and in the Common Parts at
first floor level Provided That no such consent shall be
required for the Tenant to exhibit its trading name or that of
a permitted occupier on internal directory boards within the
Common Parts.
3.13 INSURANCE OBLIGATIONS
3.13.1 Not to do anything which prejudices or invalidates
any insurance policy in respect of the Premises, the
Building or any neighbouring or adjoining property or
which may do so or which makes or may make any
increased or additional premium payable for any of
them.
3.13.2 To pay to the Landlord on demand the cost of any
increased or additional premium which becomes payable
in respect of the Premises, the Building or any
neighbouring or adjoining property as a result of the
occupancy or use of the Premises by the Tenant or any
person it expressly or impliedly allows into
occupation of the Premises (including any referred to
in paragraph 3.13.1).
3.13.3 Not to effect any insurance in respect of the
Premises or the Building except as required by this
Lease without the Landlord's consent such consent not
to be unreasonably withheld or delayed.
3.13.4 If the Premises are destroyed or damaged to give
immediate notice to the Landlord stating the cause if
known.
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3.14 NOTICES
3.14.1 Within fourteen days of any notice, direction or
order (or any proposal for any of them) from any
competent authority being received by it or otherwise
coming to its knowledge to give full details of it to
the Landlord and, if reasonably required by the
Landlord, to produce it to the Landlord and/or take
all steps necessary to comply with it and/or make or
join with the Landlord in making any objection or
representation against it or in respect of it that
the Landlord reasonably requires provided that the
Landlord may only request compliance by the Tenant
with any such notice order requisition direction or
other thing insofar as it relates to the Tenant's use
and occupation of the Demised Premises.
3.15 ALIENATION
3.15.1 Not to hold on trust for another, assign, underlet or
share or part with the possession or occupation of
the Premises or any part of them or allow any other
person to do so unless:
(a) the transaction is not prohibited by
paragraph 13.15.2; and
(b) paragraphs 3.15.3 to 13.15.7 (inclusive) are
first complied with in full where and to the
extent that they relate to the transaction
in question; and
(c) any consent required from any Superior
Lessor and any mortgagee of the Landlord and
any Superior Lessor has been obtained
when the following transactions will be allowed with
the Landlord's consent, such consent not to be
unreasonably withheld or delayed:
(i) assignments of the Premises as a whole;
(ii) underleases of the Premises as a whole.
and if the Tenant is a company it may share or part
with the occupation of the Premises or any part of
them with or to a Group Company or the parent company
of the Tenant without the Landlord's consent for so
long only as the company concerned remains a Group
Company or the parent company of the Tenant, no
relationship of landlord and tenant is created or
security of tenure
Page--15-
obtained and the Landlord is given written notice of
the sharing or parting with occupation.
3.15.2 Not to effect any assignment:
(a) to any Group Company unless the covenant of
the Group Company itself (without reference
to any guarantees, rent deposits or other
security which may be offered for or by it)
is, not materially less in value and
strength to the Landlord than the outgoing
Tenant as at the date of the application to
the Landlord for licence to assign;
(b) to any assignee which enjoys diplomatic or
state immunity except where the proposed
assignee is the Government of a country
which is a member of the European Union;
(c) to any assignee which is not resident in the
European Union;
(d) to an assignee which in the reasonable
opinion of the Landlord is not of sufficient
financial standing to enable it to pay the
rents reserved from time to time by this
Lease and otherwise perform the covenants on
the part of the Tenant contained in this
Lease.
3.15.3 Before any assignment the outgoing Tenant must enter
into a deed constituting an AGA (to be prepared by
the Landlord's solicitors) in the form of clause 6 of
this Lease (but with the reference to the Tenant in
clause 6.1 being to the proposed assignee and subject
to any variation that may be necessary to produce a
valid AGA and/or as the Landlord reasonably requires)
to secure the obligations of the proposed assignee to
the Landlord;
3.15.4 Before any assignment the proposed assignee must
enter into a deed (to be prepared by the Landlord's
solicitors) in a form reasonably required by the
Landlord containing direct covenants with the
Landlord and the Superior Lessor if required to
comply with the obligations under this Lease or the
underlease that is being assigned as appropriate.
3.15.5 Before any underlease the proposed underlessee must
enter into a deed (to be prepared by the Landlord's
solicitors) in a form reasonably required by the
Landlord containing direct covenants with the
Landlord to comply with the underlessee's obligations
required by clause 3.15.7(b) to be contained in the
proposed underlease.
Page--16-
3.15.6 Before any assignment or underlease, if the Landlord
reasonably requires it, a guarantor approved by the
Landlord, such approval not to be unreasonably
withheld or delayed, must enter into a deed (to be
prepared by the Landlord's solicitors) in the form of
clause 6 of this Lease (but with the reference to the
Tenant in clause 6.1 being to the proposed assignee
or underlessee, as appropriate, and subject to any
variation that may be appropriate in the case of a
proposed underlease or the assignment of an
underlease and/or in any case as the Landlord
reasonably requires) to secure the obligations of the
proposed assignee of this Lease, the proposed
underlessee or the proposed assignee of an
underlease, as appropriate, to the Landlord.
3.15.7 That any underlease must:
(a) be granted at a rent in accordance with
clauses 3.16.9 and 3.16.10 of this Lease;
(b) be on terms which shall incorporate such
provisions as are necessary to ensure that
any underlease is consistent with and in any
event no less onerous than this Lease and
(but without prejudice to the generality of
the foregoing) contain covenants controlling
dealings in accordance with this sub-clause
and an absolute restriction on any further
subletting whether in whole or in part;
(c) contain a re-entry clause in a form
equivalent to the re-entry clause in this
Lease;
(d) be validly excluded from the security of
tenure provisions of Part II of the Landlord
and Tenant Act of 1954.
3.15.8 That in respect of any underlease granted it will:
(a) use reasonable endeavours to enforce
compliance with the obligations in it and
not at any time expressly or by implication
waive any breach by the underlessee;
(b) not vary its terms, forfeit it or accept a
surrender of it without the Landlord's
consent, such consent not to be unreasonably
withheld or delayed.
Page--17-
3.15.9 Not to underlet the whole of the Premises at a rent
less than the open market rent (without fine or
premium).
3.15.10 On every application for consent under this
sub-clause to disclose to the Landlord the terms of
the proposed transaction.
3.15.11 To supply to the Landlord on reasonable demand but
not more often than once in each 12 month period the
names and addresses of everyone deriving title from
the Tenant, whether mediately or immediately, or
occupying the Premises together with details of all
rents and other monies payable and the other terms of
all underleases and occupancies.
3.15.12 Where this Lease prohibits or imposes pre-conditions
on any particular assignment they:
(a) are specified for the purposes of section
19(1A) of the Landlord and Xxxxxx Xxx 0000;
and
(b) do not affect the Landlord's right to
withhold consent on any other ground which
is reasonable or to impose any further
condition which is reasonable in the
circumstances.
3.15.13 Within one month of every assignment, underlease,
charge, mortgage or other dealing with or devolution
of this Lease to produce a certified copy of all
relevant documents to the Landlord's solicitors for
registration and to pay their reasonable fee.
3.16 SALE AND RE-LETTING
To permit the Landlord to enter the Premises:
3.16.1 during the six months before the End of the Term to
fix in a suitable place (but not so as to materially
interfere with the access of light or air to the
Premises), and retain without interference, a sign or
signs of reasonable size for re-letting them;
3.16.2 at any time during the Term to fix in a suitable
place, and retain without interference, a sign or
signs of reasonable size for selling them
Page--18-
and during those periods to allow everyone authorised by the
Landlord to view the Premises at all reasonable times during
normal business hours and by appointment without interruption.
3.17 RIGHTS OF LIGHT AND ENCROACHMENTS
3.17.1 Not to stop up, darken or obstruct any windows in the
Premises or do anything which would or might cause
any easement or other right enjoyed by the Premises
or the Building to be extinguished, abandoned,
diminished or otherwise adversely affected.
3.17.2 Not to allow any new window, opening, path, drain or
other encroachment or easement to be made or acquired
in, against, out of or on the Premises and if any are
made or acquired or any attempt is made to acquire or
make them to give immediate notice to the Landlord
and at the Landlord's request, but at its own cost,
do whatever is reasonably required to prevent the
encroachment or the acquisition of the easement
concerned.
3.18 INDEMNITIES
To be responsible for and to indemnify the Landlord against:
3.18.1 all damage caused to the Premises, the Building or
any neighbouring or adjoining property or to any
person or goods which is caused by the use (save for
use in accordance with the permitted user) or misuse
by the Tenant of the Premises;
3.18.2 all actions, claims, proceedings, costs, expenses and
demands made against or incurred by the Landlord as a
result of:
(a) any act, omission or negligence by it, any
undertenant or any other occupier of the
Premises or anyone at the Premises with the
express or implied authority of any of them;
or
(b) any failure to comply with its obligations
under this Lease;
3.18.3 any tax or other fiscal liability imposed on the
Landlord as a result of any work carried out at, any
act done on or any change of use of the Premises.
Page--19-
3.19 DAMAGING SUBSTANCES
Not to allow any damaging substance (including water) to
escape from the Premises and to make good, and pay
compensation for, any damage caused by any escape that occurs
Provided That this clause shall not apply in respect of any
escape which is caused directly from a breach by the Landlord
of its obligations under this Lease.
3.20 NOTICES OF BREACH AND COSTS
To pay to the Landlord within 7 days of written demand on a
full indemnity basis all reasonable and proper costs, charges
and expenses (including solicitors', surveyors', bailiffs' and
other professional fees) properly incurred by it for the
purpose of or in connection with:
3.20.1 the preparation and service of a notice under section
146 of the Law of Property Xxx 0000 or in
contemplation of proceedings under sections 146 or
147 of that Act even if forfeiture is avoided unless
a competent court orders otherwise;
3.20.2 the preparation and service of all notices relating
to any failure by it or any guarantor to comply with
their obligations under this Lease whether served
before or after the End of the Term;
3.20.3 any application for any licence or consent under this
Lease whether granted or not including where the
application is withdrawn but not where the Landlord
unlawfully refuses or fails to grant licence or
consent or unreasonably delays same;
3.20.4 the enforcement or remedying of any breach of its or
any guarantor's obligations under this Lease whether
or not court proceedings are involved.
3.21 YIELD UP
At the End of the Term to:
3.21.1 yield up the Premises (with all keys) in the state
and condition required by this Lease;
Page--20-
3.21.2 remove all notices, advertisements, signs, aerials
and tenant's fixtures, fittings, furniture and other
goods from the Premises and make good any damage
caused to the Premises or the Building (including
damage to decorative finishes) by their removal to
the Landlord's reasonable satisfaction.
3.22 PIPES
3.22.1 Not to connect anything to any Pipes forming part of
or serving the Premises which might endanger or
overload them.
3.22.2 Not to allow any oil or grease or any deleterious,
objectionable, dangerous, poisonous or explosive
substance to be discharged into any Pipes forming
part of or serving the Premises and not to cause any
obstruction or deposit in them or any damage to them
and if any obstruction, deposit or damage occurs to
immediately remove or rectify it to the Landlord's
reasonable satisfaction.
3.23 OVERLOADING
3.23.1 Not to do anything which would or might strain or
damage the Premises, the Building or any neighbouring
or adjoining property.
3.23.2 Not to do anything which adversely affects any
central heating, air handling, air conditioning,
sprinkler, alarm or other system running through or
serving the Premises or that imposes an additional
load on any of them beyond that which they are
designed to bear.
3.24 KEYHOLDER
To supply the Landlord with the names, home addresses and
telephone numbers of at least two keyholders of the Premises.
3.25 DEFECTS
To give notice to the Landlord of any defect in the Premises
which might require the Landlord to do or refrain from doing
anything in order to comply with its obligations under this
Lease or any duty of care imposed on it under the Defective
Premises Act 1972 or otherwise and to display and maintain all
notices relating to those matters which the Landlord at any
time reasonably requires to be displayed at the Premises.
Page--21-
3.26 REPLACEMENT GUARANTOR
To give notice to the Landlord within fourteen days if any
guarantor of the then current Tenant under this Lease (being
an individual) dies, becomes bankrupt, has a receivership
order made against him or has a receiver appointed under the
Mental Health Act 1983 or (being a company) enters into
liquidation whether compulsory or voluntary (save for the
purpose of the amalgamation or reconstruction of a solvent
company not involving the realisation of assets), has a
receiver (including an administrative receiver) or an
administrator appointed of its undertaking or any of its
assets, has a winding up or an administration order made
against it or a petition is presented for any such order, is
deemed unable to pay its debts as defined in section 123 of
the Insolvency Xxx 0000, or is struck off the Register of
Companies, is dissolved or (being a company incorporated
outside Great Britain) ceases to exist under the laws of the
country of its incorporation or (in any case) enters into an
arrangement or composition for the benefit of its creditors
and if required by the Landlord, but at its own expense, to
procure that within twenty eight days a new guarantor
acceptable to the Landlord, such acceptance not to be
unreasonably withheld, executes a guarantee in the form of
clause 6 of this Lease (but in respect of the liability of the
then current Tenant) subject to any variation that the
Landlord reasonably requires.
3.27 REGULATIONS
To comply with all reasonable written regulations from time to
time made by the Landlord for the satisfactory running or
management of the Building.
3.28 DISPUTES
To advise the Landlord and thereafter keep the same fully
informed as to the progress of any dispute or potential
dispute between the Tenant and any superior landlord and to
give details of the nature of the dispute together with all
other relevant facts and information.
3.29 OCCUPATION
Not to leave the Premises unoccupied for a period of 14 days
or more without notifying the Landlord and to comply with the
requirements of the insurers of the Premises.
Page--22-
3.30 HEADLEASE
To comply with the lessee's obligations under the Headlease
(except the covenant to pay rent and service charge) in so far
as they relate to the Premises save insofar as the obligations
contained in the Headlease conflict with the covenants and
regulations contained in this Lease whereupon this Lease shall
prevail.
3.31 CAR PARK
In connection with the use of the Car Park:
3.31.1 Not to litter or leave any rubbish on it.
3.31.2 Not to use it so as to be or become or cause a
nuisance, injury or damage to the Landlord or any
other user.
3.31.3 Not to obstruct any access or manoeuvring area.
3.31.4 Not to allow oil or grease to drip onto it and not to
bring onto it any fuel or lubricating oil except any
inside the tank or mechanical parts of any car using
it.
3.31.5 Not to clean or undertake any maintenance work on any
car using it.
3.31.6 To comply with, and ensure that the owners and
drivers of all cars using the Car Park under its
authority, comply with all reasonable regulations
made by the Landlord at any time for its satisfactory
running or management.
4 LANDLORD'S COVENANTS
The Landlord covenants with the Tenant:
4.1 QUIET ENJOYMENT
That the Tenant may, so long as it pays the rent reserved by
and complies with its obligations under this Lease, peaceably
and quietly hold and enjoy the Premises during the Term
without any unlawful interruption by the Landlord or any
person rightfully claiming under or in trust for it or by
title paramount.
4.2 INSURANCE
4.2.1 To use its best endeavours to ensure that the
Building is insured:
Page--23-
(a) in an amount sufficient to cover the cost of
rebuilding or full reinstatement cost;
(b) against loss or damage by the Insured Risks
together with an appropriate addition for
the cost of demolition, site clearance and
professional fees and the cost of any works
required by or by virtue of any act of
Parliament or other laws and all VAT in
connection therewith
but the Landlord shall not be under any obligation to
insure any alterations, additions or fixtures and
fittings made or installed by the Tenant, any
undertenant or any other occupier until notified of
them and the amount for which they should be insured.
4.2.2 If the Premises are destroyed or damaged by any of
the Insured Risks (the insurance policy not being
vitiated by anything done by the Tenant, any
undertenant or any other occupier of the Premises or
anyone at the Premises with the express or implied
authority of any of them) the Landlord will:-
(a) use its reasonable endeavours to ensure that
the Superior Lessor lays out all insurance
monies (save for loss of rent) and
reinstates the Building and with all
reasonable speed; or
(b) in the event that the Landlord has insured
the Building, with all convenient speed to
use its reasonable endeavours to obtain any
consents needed to enable it to reinstate
the Building (but without any obligation to
appeal any refusal of any consent) and will
where the consents have been obtained and
subject to the availability of the necessary
materials and labour) rebuild and reinstate
the Building in a form as near as reasonably
practicable to the form existing before the
destruction or damage.
4.2.3 At the request and cost of the Tenant, but not more
than once in any year, to produce to the Tenant a
copy, or at the Landlord's option, sufficient details
of the Landlord's insurance policy or the policy
affected by the Superior Lessor and evidence of
payment of the last premium.
4.3 HEADLEASE
Page--24-
To pay the rents reserved by the Headlease and, by way of
indemnity only, and subject to the Tenant complying with its
obligations under this Lease, to observe and perform the
lessee's obligations conditions and other things under the
Headlease insofar as the same are not the responsibility of
the Tenant under this Lease and to use all reasonable
endeavours at the request and cost of the Tenant to enforce
the lessor's obligations under the Headlease and to seek the
lessor's approval or consent to and use reasonable endeavours
to obtain the same where the Tenant seeks any such consent or
approval under this Lease Provided That the Landlord shall
have no obligation to issue proceedings against the lessor by
virtue of this clause.
4.4 WARRANTIES
4.4.1 To the extent that the warranties, details of which
are contained in the Fourth Schedule (THE
WARRANTIES), have been properly assigned to the
Landlord, the Landlord will use all reasonable
endeavours to enforce the rights it has pursuant to
the Warranties insofar as there is any defect in the
Demised Premises which is due to any breach of the
obligations owed to the Landlord pursuant to the
Warranties.
4.4.2 The Tenant shall notify the Landlord in writing of
any such defect as described above and the Landlord
shall forthwith use its reasonable endeavours to
enforce the rights it has pursuant to the Warranties
and shall supply to the Tenant copies of all
correspondence relating thereto and shall keep the
Tenant fully informed of the progress of any claims.
4.5 COMPETITION
4.5.1 The Landlord shall not grant a lease of any part or
of the whole Building to any party whom the parties
hereto agree to be a competitor of the Tenant. The
Landlord shall notify the Tenant in writing before
granting any such lease with full details of the
intended new tenant ("the New Tenant") whereupon the
Tenant (acting reasonably) shall within 5 working
days of receipt of such notice inform the Landlord of
whether or not it considers the New Tenant to be a
competitor of the Tenant
Page--25-
4.5.2 If there is any dispute as to whether the New Tenant
is a competitor of the Tenant the matter shall be
referred to a chartered accountant qualified for at
least ten years such accountant to be appointed by
agreement of the parties hereto and in the event that
the parties are unable to agree such appointment
shall be made by the President (or other acting chief
officer) for the time being of the Institute of
Chartered Accountants of England and Wales whose
decision to be made within ten working days of
referral shall be final and binding on the parties.
4.6 RECEPTION AREA
The Landlord shall ensure that the reception area and Common
Parts are neutrally branded
4.7 SERVICES AND SERVICE CHARGE
The Landlord will comply with its obligations under the Fifth
Schedule.
4.8 RESTAURANT CHARGE
The Landlord will comply with its obligations under the Sixth
Schedule.
5. PROVISOS
It is agreed that:
5.1 RE-ENTRY
If any of the following occur:
5.1.1 The rent payable under clause 2 of this Lease or any
part of it is unpaid for 21 days after it becomes
due, whether formally demanded or not.
5.1.2 The Tenant fails to comply with any of its
obligations under this Lease.
5.1.3 Any distress or execution is levied on at the
Premises.
5.1.4 Where the Tenant is a corporation:
(a) the taking of any step in connection with
any voluntary arrangement or any other
compromise or arrangement for the benefit of
any of its creditors;
Page--26-
(b) the making of an application for an
administration order or the making of an
administration order in relation to it;
(c) the giving of any notice of intention to
appoint an administrator, the filing at
court of the prescribed documents in
connection with the appointment of an
administrator or the appointment of an
administrator, in relation to it;
(d) the appointment of a receiver or manager or
an administrative receiver in relation to
any of its property or income;
(e) the commencement of a voluntary winding-up
in relation to it except a winding-up for
the purpose of amalgamation or
reconstruction of a solvent company in
respect of which a statutory declaration of
solvency has been filed with the Registrar
of Companies;
(f) the making of a petition for a winding-up
order or a winding-up order in relation to
it;
(g) it being struck-off the Register of
Companies or the making of an application
for it to be struck-off; or
(h) the Tenant otherwise ceasing to exist.
5.1.5 Where the Tenant is an individual:
(a) the taking of any step in connection with
any voluntary arrangement or any other
compromise or arrangement for the benefit of
any of his creditors;
(b) the presentation of a petition for a
bankruptcy order or the making of a
bankruptcy order against him; or
(c) the making of a receivership order against
him or the appointment of a receiver under
the Mental Health Xxx 0000.
the Landlord may at any time afterwards, even though any
earlier right of re-entry has been waived, re-enter the
Premises or any part of them in the name of the whole when
this Lease shall end but without prejudice to any claim by the
Landlord in respect of any failure by the Tenant to comply
with its obligations.
Page--27-
5.2 SUSPENSION OF RENT
If the Premises or any part of them or the access thereto are
destroyed or damaged by any Insured Risk so as to be wholly or
partly unfit for occupation or use then (unless any insurance
policy in respect of the Premises or the Building including
for the avoidance of doubt not by the Superior Lessor in
respect of the Estate (as defined in the Head Lease) is
vitiated by anything done by the Tenant, any undertenant or
any other occupier of the Premises or anyone at the Premises
with the express or implied authority of any of them) the rent
reserved by clauses 2 and 3.1.2(c) and (a) of this Lease or a
fair proportion of it according to the nature and extent of
the damage concerned shall be suspended until the Premises or
the damaged part of them are re-instated or made fit for
occupation or use.
5.3 DETERMINATION OF THE TERM
If the Premises are destroyed or damaged by any Insured Risk
so as to be unfit for occupation or use and they have not been
reinstated at the expiration of the period for which the
Landlord has insured loss of rent from the Premises (or such
longer period as shall be agreed in writing between the
Landlord and the Tenant before the expiry of such period)
calculated from the date upon which the Premises shall have
been destroyed or damaged by any of the Insured Risks as to
render them unfit for occupation and use and:
5.3.1 the insurance of the Premises effected by the
Landlord pursuant to its covenant contained in this
Lease shall not have been vitiated by or any payment
of the policy monies refused in whole or in part as a
consequence of any act or default of the Tenant or
any undertenant or their respective agents or
visitors; and
5.3.2 the Landlord shall have been unable to obtain all
necessary consents and approvals for the rebuilding
replacement and/or reinstatement of the Premises;
then (unless otherwise agreed in writing between the Landlord
and the Tenant prior to the expiration of such period) then
either party may serve notice on the other at any time after
such period to determine this Lease whereupon this Lease shall
absolutely cease and determine but without prejudice to any
claim by either party against the other for any breach of its
obligations up to that time and if this Lease is ended under
this sub-clause (or if the rebuilding or reinstatement of the
Premises or the Building is
Page--28-
prevented or frustrated by any cause at all) all insurance
monies relating to the Premises and the Building shall belong
to the Landlord.
5.4 EXCLUSION OF USE WARRANTY
Nothing in this Lease or in any consent granted by the
Landlord under it implies or warrants that the Premises may be
used for any use allowed by this Lease either under the
Planning Acts or otherwise.
5.5 NOTICES
Section 196 of the Law of Property Xxx 0000, as amended by the
Recorded Delivery Service Xxx 0000, applies to the service of
all notices in connection with this Lease except that it shall
be deemed to be amended as follows:
5.5.1 In this sub-clause WORKING DAY means any day from
Monday to Friday (inclusive) other than bank or
public holidays.
5.5.2 The final words of section 196(4) "and that
service...be delivered" shall be deleted and replaced
with "and that service shall be deemed to be made on
the second Working Day after the registered letter
has been posted".
5.5.3 Any notice may be sufficiently served by facsimile
when service shall be deemed to be made on the day of
transmission if transmitted before 4.00 pm on a
Working Day but otherwise on the next following
Working Day and only in any event if it is actually
received.
5.6 COMPENSATION
Any statutory right of the Tenant to claim compensation from
the Landlord on vacating the Premises is excluded to the
extent permitted by law.
5.7 IMPLIED EASEMENTS
Section 62 of the Law of Property Act 1925 is excluded from
this Lease so that the only rights granted to the Tenant are
those expressly set out in this Lease and the Tenant shall not
be deemed to have acquired or be entitled to and the Tenant
shall not during the Term acquire or become entitled to (save
on behalf of the Landlord against third parties) by any means
any easement or advantage of any sort in respect of or
affecting the Building or any neighbouring or adjoining
property.
Page--29-
5.8 PARTY WALLS
Any internal non-loading bearing walls dividing the Premises
from any other premises in the Building let or intended to be
let to any other tenant of the Landlord are party walls within
the meaning of section 38 of the Law of Property Xxx 0000 and
shall be maintained at the joint expense of the respective
estate owners.
5.9 TENANT'S PROPERTY
If at the End of the Term the Tenant leaves any items on the
Premises and fails to remove them within seven days of being
requested to do so the Landlord may remove them as the
Tenant's agent and, if the Landlord wishes to, sell them and
hold the proceeds of sale, after deduction of removal, sale
and other costs, to the Tenant's order and the Tenant shall
indemnify the Landlord against any liability to any third
party whose property is removed or sold by the Landlord in the
mistaken belief, which shall be presumed unless the contrary
is proved, that it belonged to the Tenant.
5.10 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
A person who is not a party to this Lease has no right under
the Contracts (Rights of Third Parties) Xxx 0000 to enforce
any term of this Lease but this does not affect any right or
remedy of a third party which exists or is available apart
from that Act.
5.11 EXCLUSION OF SECURITY
5.11.1 The Landlord and the Tenant have agreed that the
provisions of Sections 24 to 28 (inclusive) of the
Landlord and Xxxxxx Xxx 0000 (XXX 0000 XXX) be
excluded in relation to this tenancy.
5.11.2 A notice as required by Section 38A(3) of the 1954
Act (as amended) has been served on the Tenant and
the Tenant has made the [statutory] declaration as
required by Schedule 2 to the Regulatory Reform
(Business Tenancies) (England and Wales) Order 2003.
5.12 JURISDICTION AND GOVERNING LAW
This Lease shall be governed by and interpreted in accordance
with English law and the parties irrevocably submit to the
jurisdiction of the English courts.
Page--30-
6 FORM OF GUARANTOR'S COVENANTS
6.1 Interpretation
6.1.1 In this clause unless the context requires otherwise
the following words and expressions mean:
6.1.2 THE LIABILITY PERIOD: the period ending at the End of
the Term or, if earlier, on the date on which the
Tenant is released from its obligations under this
Lease by the 1995 Act;
6.1.3 THE TENANT: the specific Tenant in respect of which
the relevant guarantee is given only and in the case
of the guarantee given by the Guarantor named as a
party to this Lease (if any) means the Tenant named
as a party to this Lease only.
6.2 GUARANTEE AND INDEMNITY
6.2.1 The Guarantor guarantees to the Landlord that the
Tenant will pay the rents reserved by this Lease and
comply with its other obligations under this Lease
throughout the Liability Period and that if the
Tenant does not do so that the Guarantor will.
6.2.2 The Guarantor covenants with the Landlord as a
separate and independent primary obligation to the
obligation contained in clause 6.2.1 to indemnify the
Landlord against all losses, costs, damages and
expenses suffered or incurred by it due to any
failure by the Tenant to comply with any of its
obligations under this Lease at any time during the
Liability Period.
6.3 PRESERVATION OF GUARANTOR'S LIABILITY
The Guarantor's liability under clauses 6.2.1 and 6.2.2 shall
not be affected by:
6.3.1 any time or indulgence granted to the Tenant or any
compromise of the liability of the Tenant or any
person comprised in the Tenant;
6.3.2 any failure by the Landlord to obtain or accept
payment of rent or other monies or to enforce any of
the Tenant's obligations;
6.3.3 any refusal by the Landlord to accept rent or other
monies from the Tenant following any default by the
Tenant;
Page--31-
6.3.4 the Landlord enforcing any remedy against the Tenant
for any failure to comply with its obligations under
this Lease;
6.3.5 the Landlord taking, or refraining from taking, any
action in connection with any other security held by
it in respect of the Tenant's liability under this
Lease including the release of any such security;
6.3.6 any release or compromise of the liability of any
person comprised in the Guarantor or the grant of any
time or concession to any of them;
6.3.7 any legal limitation or disability of the Tenant or
any invalidity or irregularity of any of the Tenant's
obligations under this Lease or any unenforceability
of any of them against the Tenant;
6.3.8 the Tenant being dissolved, struck off the register
of companies or otherwise ceasing to exist, or, if
the Tenant is an individual, by the Tenant dying or
becoming incapable of managing his affairs;
6.3.9 without prejudice to clause 6.4 any disclaimer of the
Tenant's liability under this Lease, any forfeiture
of this Lease or this Lease being brought to an end
in any other way except by surrender or the exercise
of any break right;
6.3.10 any agreement with the Tenant or any licence or
consent given under this Lease;
6.3.11 any surrender of part of the Premises except that the
Guarantor will not be under any liability in relation
to the surrendered part in respect of any period
after the surrender;
6.3.12 any review or alteration of the rent payable under
this Lease; or
6.3.13 anything else which without this paragraph would
release the Guarantor except an express release under
seal by the Landlord.
Page--32-
6.4 OBLIGATION TO TAKE A NEW LEASE
6.4.1 If, during the Liability Period, this Lease is
disclaimed, forfeited or prematurely brought to an
end in any other way except by surrender or the
exercise of any break right or the Tenant is
dissolved, struck off the register of companies or
otherwise ceases to exist and the Landlord requires
it within three months after the relevant event the
Guarantor will accept a new lease of the Premises.
6.4.2 The new lease referred to in clause 6.4.1 shall be of
the Premises:
(a) in their then actual state and condition;
(b) subject to any underlease or tenancy or
other interest affecting the Premises at the
time;
(c) for a term equal to the residue of the
Contractual Term remaining at the date of
the relevant event;
(d) at the rent last payable under this Lease
(ignoring any abatement of rent) subject to
review in accordance with the Rent Review
Provisions;
(e) subject to the same obligations as those
contained in this Lease but as if this Lease
had continued;
(f) with effect from the date of the relevant
event; and
(g) with the Guarantor paying the costs of the
new lease (including the Landlord's
solicitors' costs and disbursements) and
executing and delivering a counterpart of it
to the Landlord.
6.4.3 If the Landlord's right to require the Guarantor to
accept a new lease arises under sub-clause 6.4.1 but
for any reason the Landlord does not require the
Guarantor to do so the Guarantor shall pay to the
Landlord on demand an amount equal to the rent and
other monies which would have been payable under this
Lease for the period starting on the date of the
event giving rise to the Landlord's right and ending
on the date six months after that date or, if
earlier, the date on which the Premises are re-let
and any rent free period or period at a concessionary
rent under the new letting expires.
Page--33-
6.5 EXTENT OF GUARANTOR'S LIABILITY
6.5.1 The Guarantor's liability under this Lease is to the
Landlord and its successors in title without any need
for an express assignment.
6.5.2 If any of the circumstances specified in sub-clause
6.4.1 occur and there are any outstanding matters
under this Lease, including any outstanding rent
review, they shall be determined between the Landlord
and the Guarantor, as if the Guarantor was the
Tenant, for the purposes of the Guarantor's
obligations to the Landlord under both this Lease and
any new lease entered into by the Guarantor under
clause 6.4.
6.5.3 The Guarantor waives any right which it may otherwise
have to require the Landlord to enforce any other
remedy available it, or to proceed against the
Tenant, before proceeding against the Guarantor.
6.5.4 The Guarantor shall not make any claim or exercise
any right against the Tenant in competition with the
Landlord.
6.5.5 The Guarantor shall not be entitled to participate
in, or stand in the Landlord's place in respect of,
any other security held by the Landlord in respect of
the Tenant's obligations under this Lease.
IN WITNESS of which the parties to this Deed have duly executed it on the date
specified on page one.
Page--34-
THE FIRST SCHEDULE - THE PREMISES
ALL THOSE first floor premises in the Building as shown edged in red on the Plan
including:
1 the non-load bearing finishes or coverings to:
1.1 the main ceilings, floors and walls of the Premises; and
1.2 any main columns in the Premises
but not any other part of those main ceilings, floors, walls or
columns;
2 any internal non-load bearing walls inside the Premises;
3 any doors and door frames inside the Premises;
4 any raised floors and suspended ceilings inside the Premises;
5 all Pipes inside and exclusively serving the Premises;
6 all additions and improvements to the Premises and all fixtures and
fittings of every kind which are at any time in or on the Premises
(whether originally fixed or fastened to them or not) except tenant's
or trade fixtures and fittings
so far as they exist at any time during the Term.
Page--35-
[Architectural Design of First Floor of Building A, The Arena, Bracknell]
[Tektronix]
[XX XXXXX FMS]
[PLAN A]
Plan A
[Architectural Design of Building Floor Space]
[PLAN B]
Plan B
THE SECOND SCHEDULE - THE RIGHTS
1 The right to pass over any entranceways, hallways, passageways,
staircases, lifts, roads, footpaths and service and access areas
forming part of the Common Parts to the extent that they serve the
Premises at any time in order to gain access to and egress from the
Premises.
2 The right to pass the Utilities through the Pipes which are at any time
in the Building and the Estate to the extent that they serve the
Premises.
3 The right to park 70 private cars in the Car Park in the spaces from
time to time designated by the Landlord for that purpose together with
a right of access to and egress from those spaces over the appropriate
roads and access areas forming part of the Common Parts.
4 The right to place a sign, subject to the Landlord's approval of its
design (such approval not to be unreasonably withheld or delayed),
giving the name and business of the occupier of the Premises in any
nameboard provided by the Landlord in the Building and outside the
Building on the southern front of the Building in the position
currently utilised by Tektronix and on the first floor of the Building
in a position to be approved by the Landlord (such approval not to be
unreasonably withheld or delayed).
5 Subject to receiving the consent in writing of the Superior Lessor in
accordance with the provisions of the Head Lease the right to erect a
sign the design and precise location which are to be approved by the
Landlord (such approval not to be unreasonably withheld or delayed) on
the exterior of the Building.
6 The rights granted to the lessee in the Headlease insofar as they
relate to and affect the Premises.
7 The right of support and protection from the Building.
8 The right to use the toilet facilities on the first floor of the
Building
9 The right to the Tenant and its employees and visitors and any
undertenant and its employees and visitors to use the Restaurant at the
Building and subject to the terms of the Sixth Schedule hereto
Page--36-
THE THIRD SCHEDULE - THE EXCEPTIONS
1 The right to carry out works to and alter or rebuild the Building or
any building or other structure erected on any neighbouring or
adjoining property at any time owned by the Landlord or any of its
Group Companies and to use the Building or such neighbouring or
adjoining property or the buildings or structures on them at any time
as the Landlord wishes even though the access of light and air to the
Premises is interfered with but Provided That such works do not
materially interfere with the Tenant's use and occupation of the
Premises or the rights granted by this Lease.
2 The right to connect into and pass the Utilities through any Pipes at
any time forming part of or serving the Premises which serve or are to
serve the remainder of the Building or any neighbouring or adjoining
property.
3 The right for the Landlord and all persons authorised by it at all
reasonable times and on reasonable notice in writing (except in
emergency) to enter the Premises with or without workmen and others for
all of the following purposes:-
3.1 Repairing, renewing, inspecting or connecting any pipe, wire,
drain, conduit or other conducting media within the Premises;
3.2 Carrying out any works (whether of repair or otherwise) for
which the Landlord or the Tenant is liable under this Lease;
3.3 Carrying out any works (whether of repair or otherwise) to the
Premises or to any property adjoining the Premises or to any
party structure, sewer, drain or pavement light
3.4 For any other purpose mentioned in this Lease and the
Headlease.
4 The right to erect scaffolding on or adjacent to the Premises or the
Building even though it temporarily restricts the access to or use of
the Premises but the Landlord shall use all reasonable endeavours to
keep any such restrictions to a minimum.
5 All rights of light, air, support and shelter and all other easements,
quasi-easements and other rights at any time existing or created for
the benefit of any other part of the Building or any neighbouring or
adjoining property.
Page--37-
6 The exceptions out of the Landlord's demise set out at Part III of the
First Schedule in so far as they relate to the Premises
And provided that all such rights shall be exercised causing as little
disturbance to the Tenant as reasonably practicable and (save in emergency) on
reasonable prior written notice and subject to making good any physical damage
caused.
Page--38-
THE FOURTH SCHEDULE - WARRANTIES
DATE DOCUMENT PARTIES
04.02.1999 Sub Contractor's Warranty Southdown Construction Limited (1)
Tektronix (UK) Limited (2)
Xxxxxx Construction Southern Limited (3)
Helical Bar Developments (South East) Limited (4)
04.02.1999 Sub Contractor's Warranty Xxxxxxxxx Limited (1)
Tektronix (UK) Limited (2)
Xxxxxx Construction Southern Limited (3)
Helical Bar Developments (South East) Limited (4)
04.02.1999 Sub Contractor's Warranty Xxxxx Xxxxx Limited (1)
Tektronix (UK) Limited (2)
Xxxxxx Construction Southern Limited (3)
Helical Bar Developments (South East) Limited (4)
04.02.1999 Sub Contractor's Warranty Kvaerner Rashleigh Wetherfoil Limited (1)
Tektronix (UK) Limited (2)
Xxxxxx Construction Southern Limited (3)
Helical Bar Developments (South East) Limited (4)
04.02.1999 Sub Contractor's Warranty Xxxxx Xxxxxx Limited (1)
Tektronix (UK) Limited (2)
Xxxxxx Construction Southern Limited (3)
Helical Bar Developments (South East) Limited (4)
04.02.1999 Sub Contractor's Warranty Composit Structures Limited (1)
Tektronix (UK) Limited (2)
Xxxxxx Construction Southern Limited (3)
Helical Bar Developments (South East) Limited (4)
04.02.1999 Specialist Supply Warranty Bison Concrete Products Limited (1)
Tektronix (UK) Limited (2)
Xxxxxx Construction Southern Limited (3)
Helical Bar Developments (South East) Limited (4)
Page--39-
04.02.1999 Sub Contractor's Warranty Airteck Limited (1)
Tektronix (UK) Limited (2)
Xxxxxx Construction Southern Limited (3)
Helical Bar Developments (South East) Limited (4)
05.03.1999 Sub Contractor's Warranty Construction Elements & Contracting (trading as Pollards
Fyrespan) (1)
Tektronix (UK) Limited (2)
Xxxxxx Construction Southern Limited (3)
Helical Bar Developments (South East) Limited (4)
08.01.1999 Environmental Consultant's Warranty Xxxx Xxxxxxxxx Limited (1)
Tektronix (UK) Limited (2)
Helical Bar Developments (South East) Limited (3)
Scottish Widows Fund & Life Assurance Society (4)
04.02.1999 Sub Contractor's Warranty Sky Roofing Limited (1)
Tektronix (UK) Limited (2)
Xxxxxx Construction Southern Limited (3)
Helical Bar Developments (South East) Limited (4)
18.01.1999 Sub Contractor's Warranty Xxxxxx Construction Limited (1)
Xxxxxx Construction Group Plc (2)
Tektronix (UK) Limited (3)
Helical Bar Developments (South East) Limited (4)
18.01.1999 Contractor's Warranty Xxxxxx Construction Limited (1)
Xxxxxx Construction Group Plc (2)
Tektronix (UK) Limited (3)
Helical Bar Developments (South East) Limited (4)
18.01.1999 Planning Supervisor's Warranty Bucknall Austin Plc (1)
Tektronix (UK) Limited (2)
Helical Bar Developments (South East) Limited (3)
18.01.1999 Quantity Surveyor's Warranty Bucknall Austin Plc (1)
Tektronix (UK) Limited (2)
Helical Bar Developments (South East) Limited (3)
Page--40-
18.01.1999 Architect's Warranty Xxxxxxxx Associates Architects Limited (1)
Tektronix (UK) Limited (2)
Helical Bar Developments (South East) Limited (3)
18.01.1999 Structural Engineer's Warranty Xxxx Xxxxxxxxx Limited (1)
Tektronix (UK) Limited (2)
Helical Bar Developments (South East) Limited (3)
Page--41-
THE FIFTH SCHEDULE - THE SERVICE CHARGE
1 In this Schedule unless the context requires otherwise the following
words and expressions mean:
THE PROVISIONAL SUM means a provisional sum in respect of the Tenant's
Proportion for the relevant Account Year which in the case of the first
Account Year shall be determined by the Landlord and in respect of any
subsequent Account Year shall be a sum equal to the actual service
charge paid by the Tenant in the Account Year immediately preceding the
relevant Account Year
THE SERVICES: the services listed in paragraph 13 of this Schedule;
THE EXPENDITURE: all costs, expenses and outgoings whatsoever
reasonably and properly incurred by the Landlord in providing or
procuring the provision of all or any of the Services in respect of the
Common Parts or the Building (as appropriate) including:
(1) the reasonable fees of the Landlord for any of the Services
undertaken by the Landlord or an employee of the Landlord and
not by a third party;
(2) any VAT payable on any costs, expenses or outgoings in respect
of the Services or any other supply to the Landlord in
connection with the Services;
THE SURVEYOR: any person or firm appointed by or acting for the
Landlord (who may be an employee of the Landlord or the person or firm
appointed by the Landlord to manage the Building) Provided That any
person or the majority of the partners of any firm concerned shall be
an Associate or Fellow of the Royal Institution of Chartered Surveyors
or the Incorporated Society of Valuers and Auctioneers;
THE TENANT'S PROPORTION: a reasonable and proper proportion of the
Expenditure properly attributable to the Premises to be determined by
the Landlord or the Surveyor acting reasonably;
THE ACCOUNT YEAR: the annual period nominated by the Landlord at any
time for the purposes of this Schedule and may include or comprise any
such part of an annual period as occurs at the commencement or
expiration of the Term.
2 The Landlord will carry out those services detailed in paragraphs 13.1,
13.2 and 13.3 below but the Landlord shall not be liable to the Tenant
for:
Page--42-
2.1.1 any interruption to any service because of
maintenance of, damage to or destruction of any
equipment, breakdown, inclement weather, shortage of
materials or labour or any other cause at all outside
the Landlord's immediate control;
2.1.2 any act, omission or negligence of any of the
Landlord's employees or contractors in connection
with the provision of any service;
2.1.3 any disrepair or failure to supply any service unless
the Tenant has already given written notice of it to
the Landlord.
Provided that the Landlord shall use reasonable endeavours to
keep any interruption disrepair or failure to supply a service
to a minimum.
3 The Landlord will arrange for proper records to be kept in respect of
the Expenditure and as soon as practicable after the end of each
Account Year and in any event within 3 months thereof will arrange for
the preparation and submission to the Tenant of a statement ("the
Statement") showing a summary of the Expenditure for that Account Year
together with the Tenant's Proportion such account itemising the
different heads of expenditure and any balance payable by or due to the
Tenant allowance being made for any Provisional Sum made
4 For a period of two months from the date of submission of the Statement
t the Landlord shall if so required by the Tenant make available for
inspection at the Building during Business hours copies of all
available vouchers receipts invoices or other documentary evidence
sufficient to enable the Tenant to verify the accuracy of the Statement
5 During each Account Year the Tenant shall pay the Provisional Sum in
respect of the Tenant's Proportion for each Account Year such sum to be
paid by equal payments in advance on the Rent Days the first payment,
being a proportionate sum in respect of the period from the
commencement date of the Term to the Rent Day immediately after the
date of this Lease, to be paid on the execution of this Lease.
6 When the Tenant's Proportion for each Account Year is finally fixed:
6.1 if it exceeds the Provisional Sum paid by the Tenant the
excess shall be paid to the Landlord within 14 days of written
demand;
6.2 if it is less than the Provisional Sum paid by the Tenant the
overpayment shall be credited to the Tenant's account for the
then current Account Year or if the Term has come to an end
shall be repaid to the Tenant within 14 days
Page--43-
7 The Expenditure shall not contain any costs expenses or outgoings
attributable to any period prior to the commencement of the Term
8 This Schedule shall continue to apply even though the Term has come to
an end but only in respect of the period down to the End of the Term.
9 If the Tenant disputes any demand made by the Landlord for payment of
monies under this Schedule, whether or not the dispute is to be
referred to a surveyor appointed pursuant to paragraph 10 below, it
shall, even though there is a dispute, pay the monies demanded to the
Landlord in accordance with this Schedule and on the final resolution
of the dispute (whether by a surveyor or otherwise) the Landlord shall
repay to the Tenant any excess which is found to have been paid.
10
10.1 If the parties are unable to resolve any such disagreement or
dispute either party may refer the matter for determination by
an independent surveyor to be agreed upon by the parties who
shall be a suitably qualified and experienced surveyor
generally recognised in the market as a specialist in shopping
centre service charge or (if the parties are unable to agree)
to an independent surveyor nominated at the request of either
party by or on behalf of the President for the time being of
the Royal Institution of Chartered Surveyors (whose nomination
and decision shall be binding on the parties
10.2 Such surveyor shall act in accordance with the provisions set
out in clauses 10.3 to 10.5
10.3 If the said surveyor should decide that the Landlord cannot
justify payment by the Tenant of the disputed sum then it
shall forthwith be repaid to the Tenant by the Landlord with
interest at 3% below the Interest Rate from payment until
repayment
10.4 The appointment of such surveyor shall be upon terms that he
shall afford to the Landlord and to the Tenant an opportunity
to make representations to him
10.5 If the surveyor shall die delay or become unwilling to act or
incapable of acting for any other reason and if on the
application of either the Landlord or the Tenant the President
for the time being of the Royal Institution of Chartered
Surveyors of the person acting on his behalf shall in his
discretion think fit he may by writing discharge the surveyor
and appoint another in his place
Page--44-
11 Subject to paragraph 2 of this Schedule the inclusion of a service in
this Schedule does not impose any obligation on the Landlord to provide
it.
12 In the calculation of any capital expenditure to be included in the
Expenditure the Landlord shall take into account the deemed useful life
of the item and with regard to the Term of this Lease
13 The Services:
13.1 Inspecting, maintaining, repairing, amending, altering and
(where such items are beyond economic repair) reinstating or
renewing and (where appropriate) decorating, treating,
cleaning, heating, lighting and supplying the Utilities
(including hot water) to the Common Parts or the Building or
any part of it (but excluding any repairs, maintenance,
renewal or reinstatement of the roof of the Building or the
Excluded Parts) and for the avoidance of doubt (and without
liability for the generality of the foregoing) to ensure the
Premises are wind and water tight.
13.2 The provision, maintenance, repair, and (where such items are
beyond economic repair) replacement, renewal and operation of
any:
13.2.1 lifts and lift machinery;
13.2.2 air conditioning, air handling, heating, cooling and
ventilation plant, machinery and systems;
13.2.3 window cleaning plant and machinery;
13.2.4 mechanical, electrical, lighting, security, CCTV,
emergency, fire detection, fire prevention, fire
fighting, alarm, telephone, public address,
sprinkler, control and monitoring systems and
equipment and any other systems, equipment or plant
of any type;
13.2.5 notice boards, signage and marking out (whether to
areas used by vehicles or otherwise) of any type;
13.2.6 escape routes; and
13.2.7 floor and wall coverings
that are at any time deemed reasonably necessary by the
Landlord.
Page--45-
13.3 Paying all existing and future rates, taxes, assessments,
duties, charges, impositions and outgoings of any type
charged, assessed or imposed on the Common Parts or the
Building or on any part of them or on the owner or occupier of
them or any of them or on the provision of the Services or the
Utilities and whether or not of a capital or non-recurring
nature.
13.4 Keeping books of account and management records in respect of
the Services and the preparation and auditing of those
accounts and the preparation and service of all notices and
statements in respect of the Services.
13.5 Employing the Surveyor and any other surveyor, accountant,
agent, solicitor or other professional or adviser employed or
retained in connection with the Services or anything arising
in relation to them.
13.6 Employing managing agents in respect of the Building but
excluding where such agents collect rent in relation to other
tenants in the Building.
13.7 Providing any services, equipment and staff that are at any
time deemed reasonably necessary by the Landlord for the
efficient care, security and administration of the Common
Parts or the Building and/or the provision of the Services
including staff remuneration and the payment of all National
Health and Insurance contributions and other payments required
by law to be paid by employers, pensions or other payments or
benefits in kind (whether or not ex-gratia) and the provision
of any clothing and materials required by any staff for the
proper performance of their duties.
13.8 Maintaining third party, employers' liability, public
liability and other insurances and insuring all apparatus,
equipment and other items at any time used or kept in on or
forming part of the Common Parts or the Building (but not any
lettable parts of the same).
13.9 Inspecting and valuing the Common Parts or the Building and
any items in or on them for insurance purposes but not more
than once in any year.
13.10 The removal of refuse and the provision and maintenance of
refuse disposal equipment.
13.11 The making and promulgation of any regulations for, or in
connection with, the proper use of the Common Parts or the
Building but not the enforcement of them.
13.12 Abating any private or public nuisance save where an
individual tenant is in breach of its lease in relation to the
same.
Page--46-
13.13 Providing any additional service and making any other payment
that the Landlord at any time deems reasonably necessary for,
or incidental to, the provision of the Services or for the
proper care, maintenance or good management of the Common
Parts or the Building. provided that such services are carried
out or provided in accordance with the principles of good
estate management and provided further that the Expenditure
shall not include:-
(a) any fees and expenses attributable to the
collection of rents or other sums due from
the tenants or occupiers of the Building
(b) the costs of reviews of rent and lettings at
the Building
(c) the costs and expenses of making good any
damage caused by any of the Insured Risks
(or by terrorism where an Insured Risk)
unless any of the insurance monies are
irrecoverable as a result of any act or
default of the Tenant any undertenant their
respective employees agents or licensees or
anyone at the Premises with their express or
implied authority and provided further that
if the insurance monies are insufficient to
reinstate or rebuild the Premises the
Landlord shall be entitled to recover the
difference from the tenants at the Building
by way of service charge
Page--47-
THE SIXTH SCHEDULE - RESTAURANT CHARGE
1 Definitions
ACCOUNT YEAR: the annual period nominated by the Landlord for the
purposes of this Schedule;
THE RESTAURANT EXPENDITURE: all proper costs and expenses (excluding
rent and business rates reasonably and properly incurred by the
Landlord in providing a restaurant at the Building;
THE TENANT'S PROPORTION: the percentage of the Restaurant Expenditure
properly attributable to the Premises as the Landlord decides acting
reasonably and properly not exceeding 39.5% of the Restaurant
Expenditure;
2 The Landlord will arrange for proper records to be kept in respect of
the Restaurant Expenditure and will as soon as reasonably practicable
after the end of each Account Year and in any event within 3 months
thereof arrange for the preparation and submission to the Tenant of an
account showing a summary of the Restaurant Expenditure for the Account
Year itemising the different heads of expenditure together with details
of the Tenant's Proportion.
3
3.1 The Tenant shall pay a provisional sum in respect of the
Tenant's Proportion for each Account Year which in the case of
the first Account Year shall be Pound Sterling65,000 exclusive
of VAT and in respect of each subsequent Account Year is to be
a sum equal to the Tenant's Proportion relating to the Account
Year immediately preceding the relevant Account Year by equal
payments in advance on the usual quarter days, being a
proportionate sum in respect of the period from the
commencement date of the Term to the next usual quarter day
after that to be paid on the execution of this Lease.
3.2 When the Tenant's Proportion for each Account Year is finally
fixed:
3.2.1 if it exceeds the provisional sum paid by the Tenant
the excess shall be paid to the Landlord within 14
days of written demand;
3.2.2 if it is less than the provisional sum paid by the
Tenant the overpayment shall be reimbursed to the
Tenant within 14 days of demand.
4 If there is any dispute in relation to this Schedule, this dispute will
be referred at the request of either party to a professionally
qualified surveyor who shall act as an arbitrator under the provisions
of the Arbitration Xxx 0000, the identity of such surveyor to be agreed
between the
Page--48-
parties or in the absence of agreement by the President for the time
being of the Royal Institution of Chartered Surveyors or his duly
authorised deputy.
5 The Tenant may at any time by serving not less than one month's notice
in writing on the Landlord terminate its use of the Restaurant and on
the expiry of such notice its obligations under this Schedule will
cease without prejudice to any antecedent breach of the provisions of
this Schedule.
6 The Landlord shall be under no obligation to provide any particular
standard of service to the Tenant and shall have no liability to the
Tenant for any times during which the Restaurant is unavailable for
use.
7 The Tenant agrees that the Landlord shall be at liberty to cease
running the Restaurant at any time whether temporarily or permanently
and the Tenant shall have no liability under this schedule to pay for
any expenditure incurred by the Landlord whilst the Restaurant is not
operational.
Page--49-
EXECUTED as a Deed (but not delivered )
until the date hereof) by )
IGE ENERGY SERVICES (UK) LIMITED )
acting by a director and its secretary )
or two directors )
Director
/s/ Auysan Xxxx [Illegible signature]
Secretary/Director
/s/ R. Cel [Illegible signature]
EXECUTED as a Deed (but not delivered )
until the date hereof) by )
MANHATTAN ASSOCIATES LIMITED )
acting by a director and its secretary )
or two directors )
Director
Secretary/Director
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SIGNED as a Deed (but not delivered )
until the date hereof) on behalf of )
MANHATTAN ASSOCIATES, INC. )
a company incorporated in Georgia, )
United States of America )
by [full names of people signing] )
being [a] person[s] who [is]/[are] in )
accordance with the laws of that territory )
acting under the authority of the Company )
Authorised Signatory
[Authorised Signatory]
Page--51-
