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EXHIBIT 10.54
HORIZON EXPLORATION LIMITED
WAREHOUSE, KENT, UK
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DATED 12TH DECEMBER 1995
NEWINGTON BRICKS LIMITED
- and -
HORIZON EXPLORATION LIMITED
L E A S E
of
Xxxxx X0/0
xxx Xxxxxx Xxxx
Xxxxxxxxx
Xxxxxxxxxxxxx
Xxxx
Xxxxx & Xxxxxxx
00 Xxxxxx
Xxxxxxx
Xxxx Xxxxxx
XX00 0XX
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THIS LEASE made the 12th day of December One thousand nine hundred and
ninety-five BETWEEN NEWINGTON BRICKS LIMITED whose registered office is at
Xxxxxx Xxxx Xxxxxxxxx Xxxx XX0 0XX (hereinafter called "the Landlord") which
expression shall where the context so admits include the person and/or Company
for the time being entitled to the reversion immediately expectant on the
determination of the term hereby created of the first part and HORIZON
EXPLORATION LIMITED whose registered office is at 0 Xxxxxxxx Xxxx Xxxxxxxxx in
the County of Kent XX00 0XX (hereinafter called "the Tenant" which expression
shall where the context so admits include its successors in title) of the other
part WITNESSETH as follows:-
1. IN consideration of the rent hereinafter reserved and of the covenants
on the part of the Tenant hereinafter contained the Landlord hereby demises
unto the Tenant ALL THAT land and buildings situate and known as Units G5/6
(hereinafter called "the Demised Premises") on part of the Landlord's estate
(hereinafter called "the Estate") situate off London Road Newington
Sittingbourne in the County of Kent such land and buildings for the purpose of
identification only shown on the plan attached hereto and thereon coloured red
TOGETHER WITH
(a) (subject to the proviso hereinafter contained) a right of way (in
common with all others entitled to the like right) and at all times
(subject as hereinafter provided) and for all purposes with or without
motor vehicles to pass and xxxxxx over and along the roadway which is
coloured blue on the said plan and giving access to and egress from
the Demised Premises to the point where such roadway joins with the
public highway PROVIDED THAT and it is hereby declared that access to
the Demised Premises outside normal working hours of 6 a.m. to 6 p.m.
Monday to Friday and at 6 a.m. to 1 p.m. Saturdays excluding Bank and
Public Holidays shall only be permitted by entry to the site via the
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Landlord's security barrier in accordance with such instructions to
operate the security barrier as may be issued from time to time by the
Landlord or their duly authorised Agents Individual security code
numbers shall be issued when the Landlord considers apposite giving
unto the Tenant not less than 24 hours notice of any change of its
security number unless in cases of emergency when no notice shall be
given such number to be kept private and confidential by the Tenant
who shall not communicate it without the Landlord's consent AND ALSO
PROVIDED THAT the Tenant's employees and accredited agents shall not
leave any vehicles on the site access road particularly (but not
exclusively) in the vicinity of the security barrier and the A2 trunk
road
(b) a right to the free and uninterrupted passage and running (subject to
temporary interruption for repair alteration or replacement) of water
soil gas electricity telephone and other services by and through the
sewers drains septic tanks pipes cables apparatus and wires serving
the Demised Premises now or hereafter to be constructed within eighty
years from the date hereof (and which shall be the perpetuity period
for the purpose of this demise) in under or belonging to the land
included in the Estate together with full liberty and power at all
times (but on reasonable notice except in the case of emergency) for
the Tenant with or without workmen or others together where necessary
with appliances to enter upon the Estate to inspect construct maintain
repair amend or renew the same doing no unnecessary damage by the
exercise of this right and forthwith making good any damage thereby
occasioned
(c) subject to the proviso hereinafter contained pedestrian access to the
Demised Premises at all times provided that the Tenant its employees
and accredited agents with its licence
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shall conduct himself/themselves in a quiet and peaceful manner at all
times so that no disturbance or nuisance is caused
(d) the right of support and protection for the benefit of the Demised
Premises as is now enjoyed from all other parts of the building of
which the Demised Premises form part (hereinafter called "the
Building")
(e) a right of way on foot only for the Tenant its employees and
accredited agents over the land coloured orange on the plan annexed
hereto for access to and egress from the Landlord's toilet block (and
the reasonable use thereof) coloured green on the said plan
(f) The right to park three motor cars in the car parking area within the
Estate to be designated by the Landlord from time to time
EXCEPTING AND RESERVING unto the Landlord:-
(A) The free and uninterrupted passage and running of water soil gas
electricity telephone and other services to and from the other parts
of the Estate and the Adjoining Property (which shall mean any
neighbouring or adjoining land or premises in which the Landlord or a
group Company has a freehold or leasehold interest or in which during
the Term the Landlord or a group Company shall have acquired a
freehold or leasehold interest) over through and along the sewers
drains pipes wires cables which now are or may hereafter during the
term hereby granted be in under or upon the Demised Premises with a
right for the Landlord to enter upon the Demised Premises at any time
upon reasonable notice (except in the case of emergency) for the
purpose of repairing cleansing maintaining and renewing the said
sewers drains pipes wires and cables subject to the Landlord making
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good all damage caused by such entry as soon as reasonably practicable
except in so far as such entry may be necessitated by any act or
default of the Tenant
(B) The right to erect scaffolding for the purpose of inspecting repairing
or cleaning the Building or any other Buildings now or after the date
of this Lease during the Term on the Estate and the Adjoining Property
(hereinafter called "the Other Buildings") Provided that there shall
not be erected any scaffolding or other structures in such a position
so as to prevent access to the Demised Premises and that any
disruption to use and enjoyment is kept to a minimum
(C) The right to construct and to maintain in or under or over the Demised
Premises at any time during the Term any pipes (meaning any pipes
sewers drains mains ducts conduits gutters water courses wires cables
channels flues and all other conducting media and including any
fixings louvres cowls and any other ancillary apparatus)
(D) The right at any time during the term or at reasonable times and upon
reasonable notice except in cases of emergency to enter (or in case of
emergency to break and enter) the Demised Premises
(a) to inspect the condition and state of repair of the Demised
Premises
(b) to inspect cleanse connect to repair remove replace with
others alter and execute any works whatever to or in
connection with the pipes easements or services referred to
(c) to view the state and condition of and repair and maintain the
building of which the Demised Premises forms part ("the
Building") and the Other Buildings (being
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any other buildings on the Estate) where such viewing or work
would not otherwise be practicable
(d) to carry out work or do anything whatever comprised within the
Landlord's obligations of this Lease
(e) to take schedules of inventories fixtures and the items to be
yielded up on the expiry of the Term
(f) to exercise any of the rights granted to the Landlord by this
Lease
(E) The right with the Landlord's Surveyor and anyone else authorised by
the Landlord for all purposes in connection with the rent review
provisions hereinafter contained or the Landlord and Xxxxxx Xxx 0000
including any statutory extension or modification or amendment or
restraint of such statute and any regulations and orders made under
such statute at any time to enter and inspect the Demised Premises
(F) The rights of light and support shelter protection and all other
easements and rights now or after the date of this Lease belonging to
or enjoyed by other parts of the Building the Other Buildings and the
Adjoining Property (being any land owned by the Landlord adjacent to
the Estate)
(G) Full right and liberty at any time after the date of this Lease
(a) to either raise the height of or rebuild the other parts of
the Building any of the Other Buildings or any building on the
Adjoining Property
(b) to erect any new buildings of any height on the Estate or on
the Adjoining Property in such manner as it shall think fit
notwithstanding the fact that the same may obstruct affect or
interfere with the amenity of or access to the Demised
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Premises or the passage of light and air to the Demised Premises
but not so as to restrict access
TO HOLD the same unto the Tenant for the term of four years from the 12th day
of December 1995 (hereinbefore and hereinafter called the Term) PAYING THEREFOR
unto the Landlord:-
(1) During the Term the yearly rent of SEVEN THOUSAND TWO HUNDRED POUNDS
(L.7,200.00) and Value Added Tax to be payable by the Tenant by equal
quarterly payments in advance on the first day of the months of
January April July and October in every year without deduction the
first payment to be made on the signing hereof
(2) By way of further additional rent on the dates as set out in (1) above
following demand the cost incurred by the Landlord in insuring the
Demised Premises in the full reinstatement value thereof together with
professional fees and loss of rent for at least two years against fire
storm damage impact with vehicles site and debris clearance and other
such risks as may be determined at the Landlord's absolute discretion
including third party liability of the Landlord ("the Insured Risks")
PROVIDED ALWAYS that the Tenant shall not be entitled to any right of access of
light or air to the Demised Premises which would restrict or interfere with the
free user of the other land on the Estate or the Adjoining Property for
building or any other purpose
2. THE Tenant hereby covenants with the Landlord as follows:-
(1) To pay the said rents hereinbefore reserved to the Landlord at the
time and in manner aforesaid clear of all deductions
(2) To pay all rates taxes charges assessments outgoings and impositions
whatsoever which now are or shall at any time hereafter during the
Term be charged assessed or imposed
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upon or in respect of the Demised Premises or any part thereof or on
the Landlord or Tenant in respect thereof and all payments for water
supplied to the Demised Premises by the Landlord in accordance with
the provisions of Clause 4(3) hereof
(3) To pay in addition to the rents and other sums hereby reserved and
otherwise made payable under this Lease to the Landlord Value Added
Tax at the standard or other appropriate rate (if applicable) in
respect of all supplies made or deemed to be made by the Landlord to
the Tenant pursuant to this Lease or in respect of the Demised
Premises whether such supply is taxable because of an election made by
the Landlord (whether under Paragraph 2 of Schedule 6 (A) to the Value
Added Tax Act 1983) or otherwise or for any other reason
"Value Added Tax" means Value Added Tax as provided for in the Value Added Tax
Xxx 0000 and legislation (delegated or otherwise) supplemental thereto and any
similar tax replacing or introduced in addition to the same
(4) (a) At all times to keep the exterior and interior of the Demised
Premises and all additions thereto and the appurtenances thereof
including the roof and walls and the passages doors plate glass and
other windows fixtures fittings fastenings wires waste water drain and
other pipes and sanitary and water apparatus therein and the painting
papering and decoration thereof in good and substantial repair and
condition throughout the Term (damage by Insured Risks and such other
risk against which the Landlord shall have insured save where the
insurance moneys shall be irrecoverable in consequence of any act or
default of the Tenant only excepted) and to renew and replace from
time to time all Landlord's fixtures and fittings as set out in the
First Schedule hereto and appurtenances
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in the Demised Premises which may become or be beyond repair at any
time during or at the expiration or sooner determination of the Term
And without prejudice to the generality of the foregoing covenants (i)
to clean the interior and exterior of all plate glass and other
windows in the Demised Premises at least once in every month (ii)
generally to keep any forecourt yard or other open areas in a clean
and tidy condition (iii) at the Tenant's sole expense to clear and
unblock the drains and sanitary apparatus exclusively serving the
Demised Premises unless (but only in the case where the same are used
in common by neighbouring tenants of the Landlord) stoppage thereof
has not been occasioned by any act or default on his part or on the
part of his servants invitees or licensees PROVIDED THAT nothing
herein contained shall require the Tenant to put the Demised Premises
into any better condition than that in which they are at the date
hereof (as evidenced by the Schedule of Condition annexed hereto) save
for where repairs or renewals are undertaken and the proviso shall not
relate to decoration
(b) In the last year of the Term (howsoever determined) to paint
in a proper and workmanlike manner all inside wood and iron
work and other parts heretofore or usually painted of the
Demised Premises with two coats at least of good and suitable
quality paint (as shall first be approved by the Landlord as
to both quality and colour (such approval not to be
unreasonably withheld or delayed)) and also with every such
internal painting to wash stop whiten emulsion grain varnish
colour paper and otherwise decorate in manner aforesaid all
such internal parts of the Demised Premises that have been or
ought properly to be so treated (the colours and patterns of
all such works first to be approved by the Landlord (such
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approval not to be unreasonably withheld or delayed)) And also
in the last year of the Term (howsoever determined) to paint
with three coats at least of good and suitable quality paint
(as shall first be approved by the Landlord as to both quality
and colour (such approval not to be unreasonably withheld or
delayed)) in a proper and workmanlike manner all outside parts
of the Demised Premises heretofore or usually painted and any
additions thereto and with every such external painting to
point grain varnish creosote and restore all outside brick
cement wood iron and rough-cast work
(c) To pay a fair proportion to be determined by the Surveyor for
the time being of the Landlord whose determination shall be
binding upon the Tenant of the expenses payable in respect of
constructing repairing rebuilding maintaining and cleansing
all party walls party fences party staircases and all such
other appurtenances whatsoever the use of which is common to
the Demised Premises and to the Building or to any other
premises
(5) To permit the Landlord or the Landlord's duly authorised agents at all
reasonable times during the Term with or without workmen or others
upon giving one week's previous notice to enter upon the Demised
Premises or any part thereof to view the state of repair and condition
thereof and to give or leave on the Demised Premises notice in writing
addressed to the Tenant of all defects and wants of reparation then
and there found and the Tenant shall within a period of three calendar
months after such notice or sooner if requisite repair and make good
the same according to such notice and the covenant in that behalf
hereinbefore contained and if the Tenant shall fail so to do the
Tenant shall permit
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the Landlord to enter upon the Demised Premises for the purpose of
carrying out such repairs and the cost thereof shall be repaid by the
Tenant to the Landlord
(6) To permit the Landlord or the Landlord's duly authorised agents with
or without workmen or others at all reasonable times during the Term
to enter upon the Demised Premises or any part thereof for the
purposes of carrying out repairs to the other parts of the Estate and
the Adjoining Property making good all damage to the Demised Premises
caused thereby PROVIDED that except in case of emergency the Landlord
shall give not less than forty eight hours notice of his intention to
exercise this right
(7) Not at any time during the Term without the consent in writing of the
Landlord such consent not to be unreasonably withheld to make any
alterations or additions to the Demised Premises or any part thereof
and in any event not to affix any machinery or addition to the walls
or roof thereof
(8) Not to use or permit to be used that part of the Demised Premises
coloured red on the said plan for the purpose other than storage or
workshop together with ancillary offices but excluding any trade
associated directly or indirectly with motor vehicles or recovery of
waste products or scrap metal
(9) Not to do or permit or suffer to be done anything whereby the policy
or policies of insurance on the Demised Premises or on any building or
part of a building or the contents thereof adjoining or near the
Demised Premises against the risks included in such policy or policies
of insurance may become void or voidable or whereby the rate of
premium quoted by a tariff insurance company in London may be
increased to a rate higher than usually charged in respect of the
trade carried on in such adjoining or
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neighbouring buildings and to repay to the Landlord all sums paid by
way of increased premium and all expenses incurred by it in or about
the renewal of any such policy or policies rendered necessary by a
breach of this covenant and all such payments shall be added to the
rents hereinbefore reserved and be recoverable as rent
(10) In the event of the Demised Premises or the Estate or the Adjoining
Property or any part thereof being damaged or destroyed by fire or any
other of the insured risks at any time during the Term and the
insurance moneys under any policy of insurance effected thereon by the
Landlord being wholly or partially irrecoverable by reason solely or
in part of any act or default of the Tenant the Tenant will forthwith
(in addition to the said rents) pay to the Landlord the whole or (as
the case may be) a fair proportion of the cost of rebuilding and
reinstating the same any dispute as to the proportion to be so
contributed by the Tenant to be referred to arbitration in accordance
with the provisions of the Arbitration Act 1950 or any statutory
modification or re-enactment thereof for the time being in force
(11) To comply at all times during the Term with all statutory and other
requirements for ensuring the health and safety and welfare of the
persons using or employed in or about the Demised Premises or any part
thereof
(12) Not to use or permit or suffer to be used the Demised Premises or any
part thereof for any illegal or immoral purpose and not to do or cause
or permit or suffer to be done on the Demised Premises or any part
thereof anything which may be or become a nuisance or annoyance or
which may cause damage to the Landlord or to the occupiers for the
time
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being of any other part of the Estate and in particular not to use any
fireplace or furnace for burning any refuse or to emit any smoke or
noxious fumes
(13) Throughout the Term so far as in him lies to preserve unobstructed and
undefeated all rights of light and other easements appertaining to the
Demised Premises in any way and at all times to afford to the Landlord
such facilities and assistance as may enable the Landlord to prevent
the acquisition by anyone of any right of light or other easement over
the Demised Premises or any part thereof
(14) Not to erect or display or permit to be erected or displayed without
the consent in writing of the Landlord (such consent not to be
unreasonably withheld and delayed) any advertisements hoardings or
notices (whether illuminated or otherwise) upon the exterior of the
Demised Premises or any part thereof or upon any interior part of the
Demised Premises which shall be visible from the exterior thereof
(15) Not to underlet or otherwise part with the possession of the Demised
Premises or any part thereof except by way of assignment in accordance
with the next succeeding sub-clause
(16) (a) Not to assign the Demised Premises during the Term other than
in their entirety and in any event not to assign the same
without the consent in writing of the Landlord and the Local
Planning Authority first had and obtained (such consent not to
be unreasonably withheld or delayed by the Landlord) and
within one calendar month after any assignment whatsoever
(otherwise than by way of mortgage) to give to the Landlord
notice thereof in writing containing the name and address of
the assignee or assignees and to produce to the Landlord the
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instrument of assignment and pay a registration fee of not
less than Ten pounds plus value added tax
(b) The Landlord shall not be required to consent to an assignment
to a private limited company unless the director or directors
of such company being respectable and responsible persons
proved to be such by the Tenant join in the licence to assign
or the assignment as sureties for such a company and jointly
and severally covenant with the Landlord to pay the rent
hereby reserved and any damages and costs properly accruing to
the Landlord by reason of the failure of such company to
observe and perform the covenants on the part of the Tenant
and conditions herein contained and such further covenants as
the Landlord may reasonably require
(17) During the last six months of the Term to permit the Landlord to affix
to any part of the Demised Premises and thereto retain without
interference to the Tenant's business or use of the Demised Premises a
notice that the same are to let and to permit all persons bearing
written authority from the Landlord to enter upon the Demised Premises
to inspect the same at all reasonable times of the day and by
appointment
(18) Not in any way to obscure or permit to be obscured the windows of the
Demised Premises
(19) Not at any time during the Term to cause any damage to or obstruction
in such parts of the Estate as are used by the Tenant in common with
the Landlord or any other persons similarly entitled and in particular
but without prejudice to the generality of the foregoing
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provision to make adequate arrangements for the frequent removal from
the Estate of all trade refuse
(20) At all times during the Term to comply with the rules and regulations
for the efficient running of the Estate as are specified in the Third
Schedule hereto PROVIDED ALWAYS that the Landlord shall have the right
to revise and extend such rules and regulations from time to time as
may reasonably be required on giving to the Tenant four weeks prior
written notice of its intention to do so
(21) To pay all proper and reasonable expenses (including Solicitors' costs
and Surveyors' fees) incurred by the Landlord incidental to the
preparation and service of a notice under Section 146 of the Law of
Property Xxx 0000 notwithstanding forfeiture is avoided otherwise than
by relief granted by the Court
(22) To keep the Demised Premises sufficiently supplied and equipped with
fire fighting and extinguishing appliances as reasonably required from
time to time by the authorities concerned which shall be open to
inspection and maintained to the reasonable satisfaction of the
Landlord and also not to obstruct or permit or suffer to be obstructed
the access to or means of working such apparatus and appliances or the
means of escape from the Demised Premises or the Estate
(23) To pay the proper and reasonable legal costs incurred by the Landlord
and of any renewal or extension hereof and of any licence or consent
required hereunder and to pay the Stamp duty thereon
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(24) At the end or sooner determination of the Term to yield up the Demised
Premises to the Landlord in the state of repair in which they ought to
be having regard to the provisions hereinbefore contained
(25) Not without the previous written consent of the Landlord (such consent
not to be unreasonably withheld or delayed) to make any application
under the Town and Country Planning Acts for any permission or
consents thereunder in respect of the Demised Premises
(26) Within seven days of receipt of notice of the same to give full
particulars to the Landlord of any permission notice order or proposal
for a notice or order made or given or issued to the Tenant by any
Government Department Local or Public Authority under or by virtue of
any statutory powers and if so required by the Landlord to produce
such permission notice order or proposal for a notice or order to the
Landlord and also without delay to take all reasonable or necessary
steps to comply with any such notice or order and also at the request
of the Landlord to make or join with the Landlord and any other
persons for the time being interested in the Demised Premises in
making such objections or representations against or in respect of any
such notice order or proposal as aforesaid as the Landlord shall deem
expedient
(27) In case any dispute shall arise between the Tenant and the tenants or
occupiers or owners of any neighbouring premises the Landlord if it
shall think fit shall determine any such dispute on the part of the
Tenant in such manner as the Landlord shall think reasonable and shall
by writing under its hand order and the Tenant will submit to and
abide by every such determination
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(28) Not to keep or permit to be kept or deposit for sale or otherwise in
or upon the Demised Premises any goods of a dangerous hazardous or
especially combustible nature nor any materials of any nature the
keeping of which may contravene any statute or local regulation or
bye-law or constitute a nuisance or annoyance to the owners or
occupiers of adjoining or neighbouring property nor without prejudice
to the generality of the foregoing to erect any stove fire engine flue
or chimney whatever without the written consent of the Landlord and in
the event of the Demised Premises or any adjoining premises of the
Landlord being wholly or partly destroyed or injured by any act or
default of the Tenant whereby the Landlord's policy or policies of
insurance thereon shall be vitiated the Tenant shall pay to the
Landlord the cost of rebuilding or reinstating the same and the amount
of such costs may be distrained for as if the same were rent in arrear
(29) To indemnify and keep indemnified the Landlord from and against all
and every claim either from tenants of other parts of the Estate or of
the Adjoining Property or from any other person arising in connection
with the use and occupation of the Demised Premises by the Tenant and
against all damage caused to any other part of the Estate or to the
Adjoining Property by negligence or default of the Tenant or the
Tenant's servants or agents
(30) Without prejudice to any other rights or remedies of the Landlord to
pay interest on any rent or rents hereinbefore reserved or any other
payments due from the Tenant to the Landlord under the terms hereof at
the rate of Four per cent above base rate of Midland Bank Plc for the
time being which shall be in arrears for the period of twenty one days
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or more such interest to run from the date upon which the said rents
or other payments become due or payable as aforesaid
(31) At all times to display and maintain a suitable sign showing the
Tenant's trading name and business of a size and kind first approved
by the Landlord at a point to be specified by the Landlord (such
approval not to be unreasonably withheld or delayed)
(32) Not to cease carrying on in business in the Demised Premises (or leave
the Demised Premises continuously unoccupied for more than one month)
without:
(a) notifying the Landlord and
(b) providing such caretaking or security arrangements as the Landlord
shall reasonably require and the insurers shall require in order to
protect the Demised Premises from vandalism theft damage or unlawful
occupation and provided the Tenant pays any additional insurance
premium
(33) Not to unload any goods or materials from vehicles and convey them
into the Demised Premises except through the approved entrances
provided for the purpose and not to cause congestion of adjoining
parking areas or inconvenience to any other user of them
(34) Not to permit any vehicles belonging to the Tenant or any persons
calling on the Demised Premises expressly or by implication with the
authority of the Tenant to stand on the Estate roads or the pavements
of them and to use its best endeavours to ensure that such persons
shall not permit any vehicle to stand on any such road or pavement
(35) Not to place on the Estate or any part thereof or expose on the same
for sale any goods or things whatsoever
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(36) Not to commit any breach of planning control (such term to be
construed as it is used in the Planning Acts) and to comply with the
provisions and requirements of the Planning Acts that affect the
Demised Premises whether as to the permitted user or otherwise and to
indemnify both during or following the expiration of the Term and keep
the Landlord indemnified against all liability whatsoever including
the reasonable costs and expenses in respect of any contravention
(37) Not to allow dogs to roam the Estate and any dogs on the Estate must
be kept on a lead
(38) Not to allow children upon the Estate unless under constant
supervision of a responsible adult
3. THE Landlord hereby covenants with the Tenant as follows:-
(1) Throughout the Term to keep the Demised Premises insured against loss
or damage by fire and the Insured Risks in the full reinstatement
value thereof together with two years loss of rent subject to such
limitations that may from time to time be imposed by the Insurers and
produce to the Tenant a copy of such policy within 14 days of a
request
(2) That the Tenant paying the rents hereinbefore reserved and performing
and observing the several covenants conditions and agreements herein
contained and on its part to be performed and observed may peaceably
hold and enjoy the Demised Premises during the Term without any
interruption or disturbance from the Landlord or any person or persons
lawfully claiming under or in trust for the Landlord
4. PROVIDED ALWAYS and it is hereby agreed and declared as follows:-
(1) That if the rents hereinbefore reserved or any part thereof shall at
any time be in arrear and unpaid for twenty one days after the same
shall have become due (whether legally
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demanded or not) or if the Tenant shall at any time fail or neglect to
perform or observe any of the covenants or agreements herein contained
and on the Tenant's part to be performed and observed or if the Tenant
for the time being shall become bankrupt or being a company shall
enter into liquidation whether compulsory or voluntary (other than for
the purpose of reconstruction or amalgamation) or if the Tenant for
the time being shall enter into any arrangement or composition for the
benefit of the Tenant's creditors or shall suffer any distress or
execution to be levied on the Tenant's goods then and in any such case
it shall be lawful for the Landlord or any person or persons duly
authorised by the Landlord in that behalf to re-enter into and upon
the Demised Premises or any part thereof in the name of the whole and
thereupon this demise shall absolutely determine but without prejudice
to any right of action or remedy of the Landlord in respect of any
antecedent breach by the Tenant of any of the covenants or agreements
herein contained
(2) That if and so often as the Demised Premises shall be destroyed or
damaged by fire or an Insured Risk (not caused by the wilful act or
default of the Tenant) so as to become unfit for occupation or use for
the purpose aforesaid the said rents or a just and proportionate part
thereof according to the nature and extent of the damage sustained
shall xxxxx from the time of the destruction or damage until such time
as the Demised Premises shall be rebuilt and reinstated or until the
date of expiry of a notice of election by the Landlord under the
proviso hereinafter contained PROVIDED FURTHER and it is a condition
of this Lease that if through any cause whatsoever the Demised
Premises shall be destroyed or so damaged as to become unfit for
occupation or use for the purpose aforesaid without substantial
rebuilding the Landlord may at the Landlord's discretion in
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lieu of rebuilding or reinstating the same elect to treat this Lease
as at an end and re-enter upon the Demised Premises upon giving to the
Tenant not less than one month's notice in writing of such election by
the Landlord
(3) The Landlord has at the request of the Tenant made available a supply
of water to a point within the Demised Premises such supply being made
under the same terms and conditions as those then currently issued by
the Water Authority or any such subsequent Authority that may be
appointed such water supply shall be metered by the Landlord at the
point of supply the Tenant paying unto the Landlord within fourteen
days of notification the then current rate as charged by the Water
Authority for a water supply and water consumed as registered on the
Landlord's water meter
(4) The demise hereby made shall not be deemed to include and shall not
operate to convey or demise any ways watercourses sewers drains lights
liberties privileges easements rights or advantages whatsoever in
through over or upon the other Land on the Estate or on the Adjoining
Property other than the rights hereinbefore specifically demised AND
the Landlord shall have power at all times without obtaining any
consent from or making any compensation to the Tenant to deal as the
Landlord may think fit with the other land on the Estate or on the
Adjoining Property and to erect or suffer to be erected on the other
land on the Estate or on the Adjoining Property any buildings
whatsoever whether such buildings shall or shall not affect or
diminish the light or air which may now or at any time or times during
the Term be enjoyed by the Landlord or the other tenants or occupiers
of the Demised Premises or any part thereof
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(5) Nothing in this lease or in any consent granted by the Landlord under
this lease shall imply or warrant that the Demised Premises may
lawfully be used under the Planning Acts for the purpose authorised in
this lease (or any purpose subsequently authorised)
(6) This lease embodies the entire understanding of the parties relating
to the Demised Premises and to all the matters dealt with by any of
the provisions of this lease
(7) The Tenant acknowledges that this lease has not been entered into in
reliance wholly or part on any statement or representation made by or
on behalf of the Landlord except any such statement or representation
that is expressly set out in this lease
(8) Whilst the Landlord is a limited company or other corporation all
licences consents approvals and notices required to be given by the
Landlord shall be sufficiently given if given under the hand of a
director the secretary or other duly authorised officer of the
Landlord
(9) If after the Tenant has vacated the Demised Premises on the expiry of
the Term any property of the Tenant remains in or on the Premises and
the Tenant fails to remove it within 7 days after being requested in
writing by the Landlord to do so or if after using its best endeavours
the Landlord is unable to make such a request to the Tenant within 14
days from the first attempt so made by the Landlord:
(a) the Landlord may as the agent of the Tenant sell such property
and the Tenant will indemnify the Landlord against any
liability incurred by it to any third party whose property
shall have been sold by the Landlord in the mistaken belief
held in good faith (which shall be presumed unless the
contrary be proved) that such property belonged to the Tenant
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(b) if the Landlord having made reasonable efforts is unable to
locate the Tenant the Landlord shall be entitled to retain
such proceeds of sale absolutely unless the Tenant shall claim
them within 3 months of the date upon which the Tenant vacated
the Premises and
(c) the Tenant shall indemnify the Landlord against any damage
occasioned to the Premises and any actions claims proceedings
costs expenses and demands made against the Landlord caused by
or related to the presence of the property in or on the
Premises
(10) Any statutory right of the Tenant to claim compensation from the
Landlord on vacating the Premises shall be excluded to the extent that
the law allows
(11) The provisions of the Law of Property Xxx 0000 Section 196 as amended
by the Recorded Delivery Service Xxx 0000 shall apply to the giving
and service of all notices and documents under or in connection with
this lease except that Section 196 shall be deemed to be amended as
follows:-
(a) the final words of Section 196(4) "and that service be
delivered" shall be deleted and there shall be substituted
"and that service shall be deemed to be made on the third
Working Day after the registered letter has been posted"
"Working Day" meaning any day from Monday to Friday
(inclusive) other than Christmas Day Good Friday and any
statutory bank or public holiday
(b) any notice or document shall also be sufficiently served if
sent by telex telephone facsimile transmission or any other
means of electronic transmission to the party to be served and
that service shall be deemed to be made on the day of
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transmission if transmitted before 4 p.m. on a Working Day but
otherwise on the next following Working Day (as defined above)
5. THE Tenant hereby warrants that prior to the execution of this Lease
it has disclosed to the Landlord in writing any conviction judgment or finding
of any Court or Tribunal relating to the Tenant (or any Director other Officer
or major shareholder of the Tenant) of such nature as to be likely to affect
the decision of any insurer to grant or to continue insurance of the Estate
against loss or damage by any of the insured risks
6. We certify that there is no Agreement for Lease to which this lease
gives effect
IN WITNESS whereof the parties hereto have executed this Deed the
day and year first before written
THE FIRST SCHEDULE before referred to
Landlord's Fixtures
1 no mains isolator
1 no fuse board
2 no junction boxes
7 no switch fuse boxes
12 no power sockets 13 amp
3 no 8' double fluorescent
8 no 4' double fluorescent
1 no trip box
1 no standpipe - water
Floor size 30' x 30' mezzanine floor
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THE SECOND SCHEDULE before referred to
Regulations
1. The Tenant shall be held liable for any proven misuse or negligence of
the foul sewers (usage restricted to normal domestic effluent) with such costs
incurred by the Landlord through the Tenant's misuse or negligence being
recoverable from the Tenant
2. In no event shall the Tenant the Tenant's servants employees agents or
invitees park vehicles within the curtilage of the Estate other than on
allotted parking bays as specified by the Landlord 3. The Tenant shall
confine all its activities and the storage of waste and materials to within the
confines of the Demised Premises
4. There shall be a maximum speed limit of twenty miles per hour on the
whole of the Estate which must be observed by all users of motor vehicles
5. The Tenant shall comply with vehicles direction requirements in
respect of the access road
THE THIRD SCHEDULE before referred to
Alterations and Additions
1. If the Tenant shall desire to make any alteration or addition to the
Demised Premises it shall deliver to the Landlord plans and specifications of
such proposed alterations or addition for approval by the Landlord's surveyor
(such approval not to be unreasonably withheld or delayed) in respect of
buildings or equipment reasonably required for the carrying out of the use
permitted by this Lease (hereinafter called "the Works")
2. In the event that such approval shall be given in writing by the
Landlord or its Surveyor and before commencing the Works the Tenant will:-
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(a) at the expense of the Tenant obtain all necessary permissions and any
other consents required for the carrying out of the Works from the
relevant planning and other competent authorities under the Planning
Acts and any other applicable statute and from the insurers and any
other persons interested in the Premises and to deliver copies of the
same to the Landlord
(b) obtain the approval in writing of the Landlord to any planning
permission granted in respect of the Works such approvals not to be
unreasonably withheld Provided That the Landlord may refuse to approve
such planning permission on the grounds that any condition contained
in it or anything omitted from it or the period referred to in it
would in the reasonable opinion of the Landlord be or be likely to be
prejudicial to the interest of the Landlord in the Premises or in any
adjoining property whether during or following the expiration of the
respective terms granted by the Lease
3. The Tenant shall thereafter:-
(a) give written notice to the Landlord of the commencement of the Works
and immediately they have been completed
(b) give written notice to the insurers of the Demised Premises of the
commencement of the Works and to deliver a copy of such notice to the
Landlord and to pay any increased or extra premium payable in
consequence of the Works or the execution thereof and to comply with
the requirements of such insurers
(c) comply with the terms and conditions laid down by the Institution of
Electrical Engineers and with the regulations of the electricity
supply authority insofar as any of the Works relate to alterations or
additions to the electrical installation in the Demised Premises
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(d) procure that the Works are undertaken by reputable contractors and in
accordance with current codes of building practice
(e) carry out and complete the Works:-
(i) in a good and workmanlike manner with the best quality
materials of their several kinds
(ii) in compliance with all permissions consents licences and
approvals required to be obtained for the Works and in
accordance with the Planning Acts and any other applicable
statute
(iii) in accordance with the plan and specification
(iv) to the satisfaction of the Landlord and its surveyor or
architect who shall have all necessary facilities for
inspecting the progress of the Works and the quality of the
materials and workmanship used therein
(f) take all necessary steps to prevent the execution of the Works from
causing any annoyance inconvenience nuisance or disturbance to the
Landlord and the owners or occupiers of any adjoining or neighbouring
premises
(g) forthwith make good or procure the making good of all damage to any
Adjoining Premises arising out of or incidental to the Works to the
complete satisfaction of the Landlord
(h) at the end or sooner determination of the Term (including the period
of any holding over or any extension or continuance whether by statute
or common law) and if required to do so by the Landlord reinstate the
Demised Premises and restore them to the same state and condition as
they were prior to the execution of the Works such reinstatement and
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restoration to be carried out at the sole cost of the Tenant in a good
and workmanlike manner with the best quality materials of their
several kinds to the entire satisfaction of the Landlord and its
surveyor or architect
(i) indemnify and keep indemnified the Landlord against all actions claims
demands charges costs fees and expenses and liability whatsoever
arising directly or indirectly out of the execution and completion of
the Works and the reinstatement of the Demised Premises or by reason
of any act or default of the Tenant or any person under its control
(j) pay all reasonable and proper costs charges fees and expenses and any
value added tax thereon of the Landlord and its solicitor surveyor and
architect arising out of or incidental to the approval of the plans
specification and planning consent and inspection of the Works and the
reinstatement and restoration of the Demised Premises
ORIGINAL
EXECUTED as a Deed by affixing the )
Company Seal of NEWINGTON BRICKS )
LIMITED in the presence of:- )
Director /s/ [illegible signature]
Secretary /s/ [illegible signature]
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SCHEDULE OF CONDITION
XXXXX X0/X0 XXXXXXXXX XXXXXXXXXX XXXXXX
Background
The units measure approximately 30ft wide x 60ft deep with an xxxxx height of
around 15ft, and are two intermediate units out of a total of seven units.
The building was constructed about 50 years or so ago being part of a
brickmaking plant which ceased to operate in the late 1970s.
Between 1980 and 1985 the building was sub-divided into individual units by the
construction of 215m thick party walls party walls and the provision of
galvanised roller shutter doors to each unit with plywood infill panels above
the door.
Conditions
The metal corrugated barrel roof is in good condition having been renewed in
the early 1980s. The roof sheets have been painted with bituminous paint from
time to time, which is now showing signs of requiring repainting. No rust is
evident.
The brick party walls appear sound but the pointing is rough.
The rear wall comprises brickwork to about 2m height with an emergency exit
built within, and metal PVC coated cladding above to xxxxx height, all in good
condition.
The roller shutter door to front elevation has a wicket door and is in good
working order and condition. There is an infill panel of brick about 15" wide
with a metal personnel door housed within, the door being of average condition.
The door and fascia/window frame and joinery are in need of repainting although
there is no evidence of paint peeling.
The internal concrete floor has been parched from time to time and is sound but
only of average condition.
The mezzanine floor covers approximately half the ground floor area and is of a
light construction with limited loading capabilities and is not suitable for
use as a working area because of inadequate fire escape facility.
The electric circuits were overhauled in February 1994.
In general terms the building is in fair condition being mindful of its
history.
