Exhibit 10.11
DATED 2 NOVEMBER 1993
ORTEM DEVELOPMENTS LIMITED
and
CLINTRIALS LIMITED
LEASE
of
The Second Floor of Kings Chase
000 Xxxx Xxxxxx Xxxxxxxxxx Xxxxxxxxx
CONTENTS
CLAUSE HEADING PAGE
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1. DEFINITIONS 1
Account Date 1
Building 1
Carpet 1
Common Parts 2
Development 2
Enactment 2
Floor Boxes 2
Insurance Cost 2
Insurance Rent 3
Insured Risks 4
Interim Sum 5
Landlord 5
Lettable Xxxx 0
Xxx Xxxxxxxx Xxxx 0
Normal Business Hours 6
Permitted Part 6
Permitted Use 6
Planning Law 6
Plans 6
Premises 6
Public Authority 6
Services 7
Service Cost 7
Service Media 7
Service Period 7
Service Rent 8
Stipulated Rate 8
Tenant 8
Term 9
VAT 9
2. INTERPRETATION 9
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CLAUSE HEADING PAGE
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3. DEMISE AND RENTS 10
4. TENANT'S COVENANTS 11
(1) Rent 11
(2) VAT 12
(3) Outgoings 12
(4) Compliance with Enactments 13
(5) Notices 13
(6) Repair 14
(7) Decoration and general condition
and servicing 14
(8) Refuse 15
(9) To permit entry 15
(10) Compliance with notices relating
to repair or condition 15
(11) Encroachments 16
(12) Alterations and reinstatement 16
(13) Use 18
(14) Signs 18
(15) Alienation 18
(16) Registration 24
(17) Payment of cost of notices
consents etc 24
(18) Machinery 25
(19) Obstruction/overloading 25
(20) Parking/goods delivery 26
(21) Planning Law and compensation 26
(22) Indemnity 28
(23) Defective premises 28
(24) Insurance and fire fighting
equipment 29
(25) Dangerous and contaminative materials 30
(26) Yield up 30
(27) Regulations and Covenants 30
(28) Security and access 31
5. LANDLORD'S COVENANTS 31
(1) Quiet Enjoyment 31
(2) Insurance 31
(3) Services 32
6. SERVICE COST ACCOUNTING
AND VARIATIONS 33
7. PROVISOS 34
(1) Forfeiture and re-entry 34
(2) Letting Scheme use and easements 36
(3) Common Parts and Service Media 36
(4) Service of notices 36
(5) Rent cesser 37
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CLAUSE HEADING PAGE
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(6) Determination 37
(7) Landlord's liability 39
(8) Arbitration fees 39
(9) Rent review memorandum 39
(10) No warranty as to use 40
(11) Disputes 40
(12) Rateable value appeals 40
(13) Landlord's right to apportion 40
(14) Exclusion of Landlord and Tenant
Xxx 0000 40
1st Schedule Premises 41
2nd Schedule Easements and rights granted 42
3rd Schedule Exceptions and reservations 43
4th Schedule The first reserved rent and
the review thereof 44
5th Schedule Services 48
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THIS LEASE made the ___ day of ___________ one thousand nine hundred and
ninety-three
BETWEEN:
(1) the Landlord; and
(2) the Tenant;
WITNESSETH as follows:-
DEFINITIONS
1. IN this lease the following expressions have the respective specified
meanings (subject to any particular interpretation required by clause 2):-
"ACCOUNT DATE means 30th September in every year of the
Term or such other date as the Landlord may
from time to time nominate
"BUILDING" means the land (of which the Premises form
part) and all buildings fixtures and other
structures whatsoever from time to time
thereon and the appurtenances thereof which
land (together with the building now erected
thereon) is known as Icings Chase 000 Xxxx
Xxxxxx Xxxxxxxxxx Xxxxxxxxx and which is for
the purpose of identification shown verged
by a thick black line on the Building Plan
"CARPET" means wall to wall carpeting of the Premises
(but not including the lavatory
accommodation) with carpet of a type
suitable for heavy contract use which
satisfies BS4790 1987 with low radius burn
and which fulfils the requirements of
ICL/IBN as to antistatic properties and
has a pile weight greater than 950 grams per
metre and "Carpeted" shall be construed
accordingly
"COMMON PARTS" means the pedestrian ways circulation areas
entrance halls lifts lift shafts landings
staircases passages forecourts car park
landscaped areas and any other areas which
are from time to time during the Term
provided by the Landlord for common use by
the tenants and occupiers of the Building
"DEVELOPMENT" has the meaning ascribed to that expression
by Planning Law
"ENACTMENT" means every Act of Parliament directive and
regulation now or hereafter to be enacted or
made and all subordinate legislation
whatsoever deriving validity therefrom
"FLOOR BOXES" means eighty-nine (89) good quality flush
mounted three compartment floor boxes for
electricity and general data cable
distribution installed and distributed
evenly throughout the Premises
"INSURANCE COST" means in respect of any period for which the
same is required by the Landlord to be
calculated the aggregate of the amount which
the Landlord may expend:-
(a) in effecting and maintaining
insurance against the occurrence of
the Insured Risks in relation to
the Building in such sum as in the
Landlord's
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opinion represents its then full
current replacement cost with such
allowance as the Landlord from time
to time considers appropriate in
respect of related liabilities and
expenses (including without
limitation liability to pay any
fees or charges on the submission
of an application for planning
permission and costs which might be
incurred in complying with any
Enactment in carrying out any
replacement work and sums in
respect of architects' engineers'
and quantity surveyors' and other
professional fees and incidental
expenses incurred in relation to
any works of demolition shoring up
debris removal and of replacement
and all VAT) and
(b) in effecting and maintaining any
insurance relating to the property
owners' liability and the
employer's liability of the
Landlord in relation to the
Building and anything done therein
and
(c) in professional fees relating to
insurance including fees for
insurance valuations carried out at
reasonable intervals and all fees
and expenses payable to advisers in
connection with effecting and
maintaining insurance policies and
claims
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"INSURANCE RENT" means in respect of any period for which the
same is required by the Landlord to be
calculated the aggregate of:-
(a) A fair and reasonable proportion
referable to the Premises of the
Insurance Cost for the relevant
period (such proportion to be
calculated on the assumption (as is
the fact) that the Landlord bears
the proportion referable to any
unlet Lettable Unit)
(b) the amount which the Landlord may
expend in effecting and maintaining
insurance against not less than
three nor more than five years loss
of the rent first hereinafter
reserved having regard to potential
increases of rent in accordance
with schedule 4 and with any
addition to the amount insured as
the Landlord may decide in respect
of VAT and
(c) (without prejudice to all other
provisions of this lease relating
to the use of the Premises and the
vitiation of any policy of
insurance) any amount which the
Landlord may expend in paying all
additional premiums and loadings on
any policy or policies of insurance
required to be paid as a result of
anything done or omitted by the
Tenant and
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(d) an amount equivalent to the total
of all excess sums which the
insurers are not liable to pay out
on any insurance claim in respect
of the Premises and which the
Landlord may have expended in
replacing the damaged or destroyed
parts of the Premises
"INSURED RISKS" means loss damage or destruction whether
total or partial caused by fire lightning
explosion riot civil commotion strikes
labour and political disturbances and
malicious damage aircraft and aerial devices
(other than hostile aircraft and devices)
and articles accidentally dropped from them
storm tempest flood bursting or overflowing
of water tanks and pipes impact earthquake
and accidental damage to underground water
oil and gas pipes or electricity wires and
cables subsidence landslip and heave and
such other risks or perils against the
occurrence of which the Landlord may from
time to time in its absolute discretion
deem, it desirable to insure subject to such
exclusions and limitations as are from time
to time imposed by the insurers and subject
also to the exclusion of such of the risks
specifically hereinbefore mentioned as the
Landlord may in its discretion decide where
insurance cover in respect of the risk in
question is not for the time being available
in the London insurance market on reasonable
terms
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"INTERIM SUM" means the yearly sum assessed or caused to
be assessed by the Landlord as an estimate
of and on account of the Service Rent
"LANDLORD" means Ortem Developments Limited whose
registered office is at 00 Xx Xxxxx'x Xxxxxx
Xxxxxx XX0X 0XX (Xx. Regn. No. 956862)
"LETTABLE UNIT" means any unit of accommodation forming part
of the Building which is intended by the
Landlord at any material time to be for
separate occupation
"NET INTERNAL AREA" (in relation to underletting) has the
meaning ascribed to that expression by the
Code of Measuring Practice (Third Edition
January 1990) published on behalf of The
Royal Institution of Chartered Surveyors and
The Incorporated Society of Valuers and
Auctioneers which is in common use at the
time (or if there shall be no such edition
or no such expression for the time being the
nearest equivalent thereto)
"NORMAL BUSINESS
HOURS" means eight am to six pm on Mondays to
Fridays inclusive except in every case
public holidays
"PERMITTED PART" means (in relation to underletting of part
of the Premises) any one part of the
Premises comprising no more than forty-nine
percent of the Net Internal Area of the
Premises the configuration of such part to
be arranged so that its occupation will not
prevent the
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occupation of the remainder of the Premises
and to leave available for both it and the
remainder of the Premises all necessary
facilities in the Premises or appurtenant to
them which should remain common to both;
"PERMITTED USE" means use as good quality offices for any
purpose within Class B1(a) (but not for any
other purpose within that Use Class) of the
schedule to the Town and Country Planning
(Use Classes) Order 1987
"PLANNING LAW" means every Enactment for the time being in
force relating to the use development and
occupation of land and buildings and every
planning permission statutory consent and
agreement made under any Enactment relating
to the Building
"PLANS" means the plans annexed hereto and "Building
Plan" means that one of them so marked
"PREMISES" means the premises described in schedule 1
"PUBLIC AUTHORITY" means any Secretary of State and any
government department public local
regulatory fire or any other authority or
institution having functions which extend to
the Premises or their use and occupation and
any court of law and the companies or
authorities responsible for the supply of
water gas and electricity or any of them and
any of their duly authorised officers
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"SERVICES" means the services and other matters
specified in Part I of schedule 5
"SERVICE COST" means in respect of any Service Period all
expenditure incurred by the Landlord and not
actually recovered under any insurance
referred to in paragraph 4 of Part II of
schedule 5 (calculated on an indemnity
basis) in providing all or any of the
Services and discharging the costs specified
in Part II of schedule 5
"SERVICE MEDIA" means those parts of the Building comprising
common water supply waste and soil pipes
drains sewers gutters downpipes gas and
other fuel pipes electricity and telephone
cables wires ducts conduits (including the
risers which are for the purpose of
identification only shown coloured blue on
the lease Plan) flues wires louvers and
cowls arid the air conditioning equipment
and all plant and equipment associated with
it and all other plant equipment and
conducting media for the provision supply
control and monitoring of services to or
from the Building and other common equipment
"SERVICE PERIOD" means the period:-
(a) from the date of this lease or 1st
April 1993 (if later) to (and
including) the first Account Date
and thereafter
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(b) between two consecutive Account
Dates (excluding the first and
including the second) and
thereafter
(c) commencing immediately after the
last Account Date in the Term and
ending on the expiry of the Term
"SERVICE RENT" means:-
(a) a fair and reasonable proportion
referable to the Premises of the
Service Cost (such proportion to be
calculated on the assumption (as is
the fact) that the Landlord bears
the proportion referable to any
unlet Lettable Unit); and
(b) (to the extent the Tenant does not
pay it directly to the relevant
supplier) the total cost of all
electricity separately metered and
exclusively supplied to the
Premises
"STIPULATED RATE" means a yearly rate four per cent above
either the base rate of Barclays Bank plc or
such other bank (being for the time being
generally recognised as a clearing bank in
the London market) as the Landlord may from
time to time nominate or if the base rate
cannot be ascertained then above such other
rate as the Landlord may reasonably specify
(and so that whenever there is reference in
this lease to the payment of interest at the
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Stipulated Rate such interest shall be
calculated on a daily basis and compounded
with quarterly rates on the usual quarter
days)
"TENANT" means ClinTrials Limited whose registered
office is at 000 Xxx Xxxxx Xxxx Xxxxx
Xxxxxxxxx X00 0XX (Co. Regn. No. 2211403)
"TERM" means 10 years calculated from 25th March
1993
"VAT" means Value Added Tax as referred to in the
last Value Added Tax Act 1983 (or any tax of
a similar nature which may be substituted
for or levied in addition to it)
INTERPRETATION
2. (1) Words importing the singular include the plural and vice be versa
and words importing one gender include both other genders
2. (2) The expressions "Landlord" and "Tenant" wherever the context so
admits include their respective successors in title and where a
party comprises more than one person covenants and obligations of
that party take effect as joint and several covenants and
obligations
2. (3) A covenant by the Tenant not to do (or omit) any act or thing
also operates as a covenant not to permit or suffer it to be done
(or omitted) and to prevent (or as the case may be to require) it
being done
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2. (4) References in this lease to:-
(a) any clause sub-clause schedule or paragraph is a reference
to the relevant clause sub-clause schedule or paragraph of
this lease and clause and schedule headings shall not
affect the construction of this lease
2. (4) (b) any right of (or covenant to permit) the Landlord to enter
the Premises shall also be construed (subject always to the
proviso to schedule 3) as entitling the Landlord to remain
on the Premises with or without equipment and permitting
such right to be exercised by all persons authorised by the
Landlord
2. (4) (c) any consent licence or approval of the Landlord or words to
similar effect mean a consent licence or other approval in
writing signed by or on behalf of the Landlord and given
before the act requiring consent licence or approval
2. (4) (d) the Premises (except in clause 4(15)) shall be construed as
extending where the context permits to any part of the
Premises
2. (4) (e) a specific Enactment includes every statutory modification
consolidation and re-enactment and statutory extension of
it for the time being in force except in relation to the
Town and Country Planning (Use Classes) Order 1987 which
shall be interpreted exclusively by reference to the
original provisions of Statutory Instrument 1987 No 764
whether or not the same may at any time have been revoked
or modified
2. (4) (f) the last year of the Term includes the final year of the
Term if it shall determine otherwise than by effluxion of
time and references to the expiry of the Term include such
other determination
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2. (4) (g) where the context permits rents or other sums being due
from the Tenant to the Landlord mean that they are
exclusive of any VAT
DEMISE AND RENTS
3. THE Landlord DEMISES unto the Tenant ALL THAT the Premises
TOGETHER WITH the easements and rights specified in schedule 2
exercisable in common (except in relation to the right granted in
paragraph 4 of schedule 2) with the Landlord and all others with
its authority or otherwise from time to time entitled thereto
EXCEPT and RESERVED unto the Landlord and all other persons
authorised by it from time to time during the Term or otherwise
from time to time entitled thereto the easements and rights
specified in schedule 3
TO HOLD the Premises unto the Tenant (together with and except
and reserved as aforesaid) for the Term SUBJECT to all rights
easements covenants stipulations and other matters affecting the
same YIELDING AND PAYING therefor:
FIRST until 30th September 1994 a rent of one peppercorn and for
the remainder of the Term yearly and proportionately for any part
of a year the rent reserved and made payable in schedule 4 by
equal quarterly payments to be made in advance on the usual
quarter days in every year the first such payment of thirty five
thousand six hundred and thirty-six pounds and ninety-eight xxxxx
(L35,636.98) excluding VAT to be made on the first day of October
1994 in respect of the period commencing on that date
SECONDLY as additional rent yearly and proportionately for any
Service Period the Service Rent in accordance with the provisions
of clause 6 including the Interim Sum on account by equal
quarterly payments to be made in advance on the usual quarter
days in every year the first such payment or a proportionate part
of it (being a proportionate part of the initial Interim Sum from
the date hereof to the first anniversary of the date from
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which the Term is calculated after deduction of the quarterly
installments of the initial Interim Sum payable on the
intervening usual quarter days) to be made on the date hereof
THIRDLY as additional rent from time to time the Insurance Rent
payable on demand
FOURTHLY any other monies (excluding interest) falling due for
payment by the Tenant to the Landlord under this lease
AND FIFTHLY as additional rent all VAT for which the Landlord is
or may become liable to account to H.M. Customs & Excise (or
other relevant body to whom account has for the time being to be
made) on the supply by the Landlord to the Tenant under or in
connection with the provisions of this lease of the interest
created by it and of any other supplies whether of goods or
services such rent fifthly reserved to be due for payment
contemporaneously with the other rents or sums to which it
relates
TENANT'S COVENANTS
4. THE Tenant covenants with the Landlord throughout the Term:
RENT
4. (1) To pay
(a) the rents reserved by this lease on the days and in the
manner set out in clause 3 without deduction or set off and
(if and for so long as required in writing by the Landlord)
to pay the rent first reserved (together with any sum in
respect of the rent fifthly reserved as may be applicable
thereto) by banker's standing order to such bank as the
Landlord may from time to time nominate
(b) on demand interest at the Stipulated Rate on any sum owed
by the Tenant to the Landlord whether as rent or otherwise
which is not:
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(i) received by the Landlord on the due date (or in the case of
money due only on demand within seven days after the date
of demand) calculated for the period commencing on the due
date for payment and ending on the date the sum (and the
interest) is received by the Landlord
(ii) demanded (or if tendered is for the time being refused) by
the Landlord in circumstances where it is prudent for it
not to demand or accept any payment having regard to a
breach of any of the Tenant's obligations under this lease
calculated for the period commencing on the date the
payment would have been due in the absence of those
circumstances (on the assumption in the case of money due
only on demand that the Landlord would have made the demand
as soon as it was entitled to do so) and ending on the date
the sum (and the interest) is subsequently received by the
Landlord
VAT
4. (2) Wherever the Tenant is required to pay any amount to the Landlord
hereunder by way of reimbursement or indemnity to pay to the
Landlord in addition (save where taken into account in the
Service Cost pursuant to paragraph 12 of Part II of schedule 5)
an amount equivalent to any VAT incurred by the Landlord save to
the extent that the Landlord obtains credit for such VAT incurred
by the Landlord pursuant to sections 14 and 15 Value Added Tax
Xxx 0000 or any regulations made thereunder
OUTGOINGS
4. (3) (a) To pay all rates taxes charges and other outgoings
whatsoever now or hereafter assessed charged or imposed
upon the Premises or upon their owner or occupier (and a
proper proportion determined by the Landlord attributable
to the Premises of any rates taxes charges sum and other
outgoings now or hereafter assessed
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charged or imposed upon the Premises in common with other
premises or upon the owners or occupiers thereof) excluding
(without prejudice to the rent fifthly reserved and clause
4(2)) any tax payable by the Landlord as a direct result of
any actual or implied dealing with the reversion of this
lease or of the Landlord's receipt of income
4. (3) (b) If before the expiry of the Term the Tenant or any occupier
of the Premises shall cease to occupy them or cease to use
them for the purpose for which they were constructed or
subsequently adapted and if as a result after the expiry of
the Term the Landlord shall pursuant to sections 45 and 46
Local Government Finance Act 1988 pay any additional rates
or surcharge to pay to the Landlord a sum equal to the
amount of such payments made by the Landlord as are
attributable to the period of such cessation of occupation
or use
COMPLIANCE WITH ENACTMENTS
4. (4) To comply with the requirements of all Enactments and of every
Public Authority (including the due and proper execution of any
works) in respect of the Premises their use occupation employment
of personnel in them and any work being carried out to them
(whether the requirements are imposed upon the owner lessee or
occupier) and not to do or omit anything by which the Landlord
may become liable to make any payment or do anything under any
Enactment or requirement of a Public Authority
NOTICES
4. (5) Forthwith to give to the Landlord notice of (and a certified copy
of) any notice permission direction requisition order or proposal
made by any Public Authority and without delay to comply in all
respects at the Tenant's cost with the provisions thereof save
that the Tenant shall if so required by the Landlord and at the
joint cost of the
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Landlord and the Tenant make or join in making such objections or
representations in respect of any of them as the Landlord may
reasonably require
REPAIR
4. (6) To keep the Premises in good and substantial repair and condition
(damage by any of the Insured Risks excepted to the extent that
the insurance money shall not have been rendered irrecoverable or
insufficient because of some act or default of the Tenant or of
any person deriving title under or through it or their respective
servants agents or invitees) and to replace the Landlord's
fixtures and fittings in the Premises which may have become
uneconomic to repair
DECORATION AND GENERAL CONDITION AND SERVICING
4. (7) (a) To keep the Premises maintained to a high standard of
decorative order and finish and properly cleansed and tidy
and (without prejudice to the foregoing) as often as the
same shall be necessary (and not less frequently than once
in every fifth year of the Term) and also in the last year
of the Term to redecorate and otherwise treat the Premises
with appropriate materials in a good and workmanlike manner
(and during the last year of the Term in a colour scheme
and with materials first approved by the Landlord such
approval not to be unreasonably withheld) PROVIDED ALWAYS
THAT:-
4. (7) (a) (i) if the Tenant is in breach of the obligation
contained in this clause at the expiry of the Term
and if the Landlord so requires (without prejudice
to any other remedy or right the Landlord may
have) to pay the Landlord an amount equal to the
cost of carrying out all such decorative treatment
together with a sum equal to the proportion of the
rents first and secondly reserved by this lease at
the rate payable immediately prior to the expiry
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of the Term for the period commencing on the date
of expiry and ending on the date by which the work
could reasonably be expected to be completed and
4. (7) (a) (ii) the Tenant shall not be obliged to carry out any
such decorative treatment if the need for it is
caused by any of the Insured Risks to the extent
(unless the Landlord waives this limitation) that
the insurance money shall not have been rendered
irrecoverable or insufficient because of some act
or default of the Tenant or of any person deriving
title under or through it or their respective
servants agents or invitees
4. (7) (b) To clean the inside of all external window glazing in the
Premises at least once in every month
REFUSE
4. (8) Not to deposit any refuse on any of the Common Parts but to place
it in the bin store receptacles provided by the Landlord and
TO PERMIT ENTRY
4. (9) To permit the Landlord at reasonable times on not less than 48
hours prior notice and with a prior appointment (except in an
emergency) (the Tenant's agreement to such appointment not to be
unreasonably withheld) to enter the Premises in order to:-
4. (9) (a) examine their state of repair
4. (9) (b) ascertain that the covenants and conditions of this lease
have been observed
4. (9) (c) take any measurement or valuation of the Premises
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4. (9) (d) rebuild renew cleanse alter test maintain repair inspect
and make connections to any part of the Building including
the Service Media
4. (9) (e) during the last twelve months of the Tern (or at any time
in the case of a disposal of the Landlord's interest) show
the Premises to prospective purchasers or tenants and their
agents
4. (9) (f) give effect to any other necessary or reasonable purpose
4. (9) (g) exercise the rights described in schedule 3
COMPLIANCE WITH NOTICES RELATING TO REPAIR OR CONDITION
4. (10) (a) To comply with any notice requiring the Tenant to remedy
any breach of its covenants
4. (10) (b) If the Tenant shall not within a reasonable time comply
with any such notice to permit the Landlord and any
authorised person to enter the Premises to remedy the
breach as the Tenant's agent and at the Tenant's cost
4. (10) (c) To pay to the Landlord on demand all the costs and expenses
incurred by the Landlord under the provisions of this
sub-clause
ENCROACHMENTS
4. (11) (a) To preserve all rights of light and other easements
belonging to the Premises and not to give any
acknowledgement that they are enjoyed by consent
4. (11) (b) Not to do or omit anything which might subject the Premises
to the creation of any new easement and to give notice to
the Landlord forthwith of any encroachment which might have
that effect and reinstatement
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ALTERATIONS AND REINSTATEMENT
4. (12) (a) Not to carry out any Development of or on the Premises nor
(without prejudice to the exclusion of structural parts
from the demise of the Premises) any works affecting any
structural parts of the Building and not to commit any
waste
4. (12) (b) Without prejudice to any other rights of the Landlord in
respect of areas not included in the Premises not to
install or erect any exterior lighting shade or awning or
place any structure or other thing outside the Premises
4. (12) (c) Without prejudice to paragraphs (a) and (b) of this
sub-clause and subject to the provisos to this paragraph
(c) not to make any other alteration or addition to the
Premises (including all electrical and other plant and
equipment) except:-
4. (12) (c) (i) in accordance with plans and specifications
(adequately describing the work in question and
the manner in which the work will be carried out)
previously submitted at the Tenant's expense in
triplicate to and approved by the Landlord (such
approval not to be unreasonably withheld)
4. (12) (c) (ii) in a manner which shall not impair any Service
Media or the provision of any of the Services
4. (12) (c) (iii) in accordance with all building regulation and
planning requirements and with all British
Standards and codes of practice and with any
relevant terms conditions recommendations and
regulations of any Public Authority and of the
insurance company with whom the Premises are for
the time being insured and
4. (12) (c) (iv) in a good and workmanlike manner and using the
best materials available
PROVIDED ALWAYS THAT:-
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4. (12) (c) (I) no such alterations or additions shall be carried
out until the Landlord has issued its consent in
writing to which the Tenant shall if required join
as a party in order to give such covenants as the
Landlord may reasonably require (such consent
subject to compliance with the other conditions of
this sub-clause not to be unreasonably withheld or
delayed)
4. (12) (C) (II) any approved alteration or addition affecting the
Service Media or the efficiency of any of it or
the provision of any of the Services shall if the
Landlord so requires be carried out by or through
the Landlord as agent for the Tenant and all costs
reasonably and properly incurred in so doing shall
be repayable by the Tenant on demand
4. (12) (C) (III) the installation and removal of demountable
partitioning which does not involve cutting into
the structure or other load bearing parts of the
Building or into any other part of it which is not
included in the Premises and which does not affect
the Service Media or the efficiency of any of it
shall not require the Landlord's consent so long
as the Tenant produces at its own expense to the
Landlord plans and specifications adequately
describing the work in question and the manner in
which the work will be carried out not less than
twenty-one days before the work is commenced and
so notifies the Landlord within fourteen days
after its completion
4. (12) (d) At the expiry of the Term if and to the extent required by
the Landlord to remove all alterations and additions made
to the Premises by the Tenant and anything which may have
been installed under clause 4(14) and to restore and make
good the Premises in a proper and workmanlike manner to the
condition and design which existed before the alterations
or additions were made with all services properly sealed
off and to the Landlord's reasonable satisfaction
- 20 -
USE
4. (13) Not to use the Premises or any chattels in them:-
4. (13) (a) for any purpose (and not to do anything in or to the
Premises) which may be or become or cause a nuisance
disturbance annoyance obstruction or damage to any person
or property
4. (13) (b) for a sale by auction or for any public meeting or for any
dangerous noxious noisy illegal offensive or immoral trade
business or activity or for residential purposes and not to
use the Common Parts for the transaction of any business or
(13) (c) (without prejudice to the preceding paragraphs of this sub-
clause) except for the Permitted Use
SIGNS
4. (14) Not to affix or exhibit so as to be visible from outside the
Premises any placard sign notice fascia board or advertisement
except that the Tenant may display its nameplate (of a size
design and specification and in a location approved by the
Landlord such approval not to be unreasonably withheld) on the
entrance door to the Premises at the second floor level of the
Building.
ALIENATION
4. (15) (a) Not to assign mortgage charge hold on trust for another or
underlet or in any other manner part with possession of any
part (being less than the whole) of the Premises or agree
to do so except that the Tenant may underlet any Permitted
Part in accordance with paragraphs (d) and (e) of this
sub-clause
4. (15) (b) Not to assign underlet or otherwise part with possession of
or hold on trust for another the whole of the Premises or
agree to do so except that the Tenant may
- 21 -
assign or underlet the whole of the Premises in accordance
with paragraph (c) or (d) respectively of this sub-clause
(ASSIGNMENT)
4. (15) (c) Not to assign the whole of the Premises except to a person
who before the assignment shall have covenanted with the
Landlord to observe and perform the Tenant's obligations
under this lease and if so reasonably required by the
Landlord shall have procured:-
4. (15) (c) (i) covenants with the Landlord by an acceptable
guarantor or guarantors to guarantee the discharge
of the Tenant's obligations under this lease and
to accept a lease of the Premises and execute a
counterpart within three months following any
disclaimer or forfeiture of this lease such lease
to be granted at the guarantor's cost for a term
and at a rent (subject to review) and on
conditions which shall in every respect be
consistent with the unexpired Term and the then
current rent and the other conditions of this
lease immediately before the disclaimer or
forfeiture; or
4. (15) (c) (ii) a deposit with the Landlord of such sum not less
than fifty per cent (50%) of the then current rent
first reserved by this lease together with any VAT
thereon as fifthly reserved by this lease (and
including provisions for increase of the sum
following any future review of the rent first
reserved by this lease) on such terms as the
Landlord may reasonably require as additional
security for the discharge of the Tenant's
obligations under this lease
- 22 -
and not to assign the whole of the Premises without the
Landlord's consent issued within three months before completion
of the assignment which consent (subject to compliance with the
foregoing conditions precedent) shall not be unreasonably
withheld or delayed
(UNDERLETTING)
4. (15) (d) Not to underlet the whole of the Premises or any Permitted
Part (each being referred to in this paragraph as the
premises) except:-
4. (15) (d) (i) to a person who before the underletting shall have
covenanted with the Landlord to observe and
perform the Tenant's obligations under this lease
during the sub-term to the extent they relate to
the premises (other than the payment of rents) and
a covenant not to assign the whole of the premises
without the Landlord's consent (which shall not be
unreasonably withheld or delayed) and an
unqualified covenant not to assign part of the
premises or to underlet or otherwise part with
possession or share the occupation of the premises
or any part of them
4. (15) (d) (ii) by reserving as a yearly rent without payment of a
fine or premium (in addition to the service and
insurance and other rents payable under this lease
except the rent first hereby reserved or (in the
case of underletting of a Permitted Part) a pro
rata proportion of them) an amount equal to the
higher of:-
(a) (in the case of an underletting of the
Premises):-
(i) the then open market rack rental
value of the Premises and
(ii) the rent first reserved under this
lease then payable
- 23 -
(b) (in the case of an underletting of a
Permitted Part):-
(i) a pro rata proportion of the then
open market rack rental value of
the Premises and
(ii) a pro rata proportion of the rent
first reserved under this lease
then payable
the proportion in each case being calculated by reference
to the Net Internal Area of the Permitted Part in relation
to the Net Internal Area of the Premises
in all cases such rent to be approved by the Landlord prior to
the underletting (such approval not to be unreasonably withheld
or delayed) and payable by equal quarterly installments in
advance on the usual quarter days
4. (15) (d) (iii) by a form of underlease to be approved by the
Landlord such approval not to be unreasonably
withheld or delayed if the other provisions of
this paragraph are observed
4. (15) (d) (iv) by a form of underlease:-
(a) by which the principal rent reserved by the
underlease is reviewed upwards only at the
Review Date in accordance with the same
principles (mutatis mutandis) as apply to
the rent first reserved by this lease to:-
(i) (in the case of an underletting of
the Premises) an amount equivalent
to the Review Rent under this
lease with effect from the Review
Date
(ii) (in the case of an underletting of
a Permitted Part) a pro rata
proportion of the Review Rent
under this lease with effect from
the Review Date calculated by
reference to
- 24 -
the Net Internal Area of the
Permitted Part in relation to the
Net Internal Area of the Premises
(b) requiring the underlessee to observe and perform all the
covenants and other provisions binding on the Tenant under
this lease (other than the covenant by the Tenant to pay
rents) to the extent they relate to the premises and
containing:-
(c) a condition for re-entry by the underlessor on breach of
any covenant by the underlessee
(d) a qualified covenant not to assign the whole of the
premises and an absolute covenant not to assign part of the
premises or to underlet or otherwise part with possession
or share the occupation of the premises or any part of them
(e) a provision excluding sections 24 to 28 inclusive Landlord
and Xxxxxx Xxx 0000 in relation to the underlease in
pursuance of an Order duly made under section 38(4) of that
Act before the grant of the underlease
(f) a provision enabling the term of the unclerlease to be
determined with vacant possession so as to facilitate
compliance with any notice served under clause 7(6)
4. (15) (d) (v) with the Landlord's consent issued within three
months before completion of the underletting which
consent (subject to compliance with the foregoing
conditions precedent and if appropriate with
clause 4(15)(e)) shall not be unreasonably
withheld or delayed
4. (15) (e) In relation to an underlease of a Permitted Part:-
4. (15) (e) (i) not to grant a sub-term of more than five years
4. (15) (e) (ii) to except from the underlease all necessary
circulation areas and plant and equipment which
will serve the Premises in common and to reserve a
separate service charge rent in respect of their
maintenance repair and renewal
- 25 -
4. (15) (e) (iii) not as a result of the grant to create more
than one underlease in subsistence at any one
time and not to create or permit the creation
of more than two separate occupations
affecting the whole of the Premises
(occupations in right of this lease counting
as one occupation)
4. (15) (f) To enforce the observance and performance by every
such underlessee and its successors in title of the
provisions of the underlease and not expressly or
impliedly to waive any breach of them nor vary the
terms of any underlease nor (without the Landlord's
consent which shall not be unreasonably withheld or
delayed) accept any surrender of any underlease
4. (15) (g) Not to agree any reviewed rent payable under an
underlease without the Landlord's consent and if the
rent review under any underlease is to be determined
by an independent person not to agree his appointment
without the Landlord's consent (PROVIDED ALWAYS THAT
the Landlord shall not unreasonably withhold or delay
any consent required under this sub-paragraph) and to
procure that any representations which the Landlord
may wish to make in relation to the rent review are
duly submitted to the independent person and to
provide to the Landlord promptly on the same becoming
available copies of any representations made by or on
behalf of the Tenant or the underlessee in relation
to such rent review
(SHARING OCCUPATION)
4. (15) (h) Not to part with or share the occupation of the
Premises or any part of them except that the Tenant may share
occupation with a company which is (but only for so long as it
remains) either the holding company of the Tenant or a
wholly-owned subsidiary of the Tenant or of the Tenant's
holding company (as those expressions are defined in section
736 Companies Act 1985) so long as the Tenant does not grant
the person sharing occupation exclusive possession (so that
such company occupies as
-26-
licensee only without creating any relationship of landlord
and tenant) nor otherwise transfer or create a legal estate
and the Tenant shall notify the Landlord of the identity of
each such company in occupation and of the dates on which the
occupation commences and ceases
REGISTRATION
4. (16) (a) Within twenty-one days after any disposition or
devolution of this lease or of any estate or interest
in or derived out of it to give notice in duplicate of
the relevant transaction to the Landlord for
registration with a certified copy of the relevant
instrument and to pay to the Landlord a fair and
reasonable fee for each such registration of not less
than twenty five pounds
4. (16) (b) To register with the Landlord the name and home
address and home telephone number of at least two
keyholders of the Premises and the names and addresses
of every occupier of the Premises and to notify the
Landlord with all other information which may be
requested by notice served under section 40(1) of the
Landlord and Xxxxxx Xxx 0000
4. (16) (c) To register with the Landlord particulars of the
determination of every rent review under any
underlease of the Premises within fourteen days after
the date of determination
PAYMENT OF COST OF NOTICES CONSENTS ETC.
4. (17) To pay on demand all expenses (including without limitation
counsels' solicitors' surveyors' bailiffs' and other
professional fees) properly and reasonably incurred by the
Landlord in and incidental to:
4. (17) (a) the preparation and service of a notice under section
146 Law of Property Xxx 0000 or in contemplation of
any proceedings under Section 146 or 147 of that
-27-
Act notwithstanding that forfeiture is avoided
otherwise than by relief granted by the court and
4. (17) (b) every step taken during or after the expiry of the
Term in connection with the enforcement of the
Tenant's obligations under this lease including the
service or proposed service of all notices and
schedules of dilapidation
4. (17) (c) every application for consent licence or approval
under this lease even if the application is withdrawn
or properly refused
MACHINERY
4. (18) Not to install in the Premises any plant or machinery
other than usual office equipment without the Landlord's
consent which shall not be unreasonably withheld PROVIDED
ALWAYS THAT no plant or machinery shall be installed or
operated in the Premises and nothing shall be done or omitted
in them which may cause:-
4. (18) (a) the efficiency of any Service Media to be diminished
or impaired in any way
4. (18) (b) noise dust fumes smell vibration or electrical
interference affecting or having any other intrusive
effect on any other part of the Building or other
adjoining property or persons outside the Premises
OBSTRUCTION/OVERLOADING
4. (19) Not to obstruct:-
4. (19) (a) or damage any part of the Building or exercise any of
the rights granted by this lease in a way which causes
nuisance damage or annoyance
4. (19) (b) any means of escape
4. (19) (c) or discharge any deleterious matter into
-28-
(i) any pipe drain or other conduit serving the
Premises and (to the extent they lie within the
Premises) to keep them clear and functioning
properly or
(ii) any Service Media
4. (19) (d) or stop-up or darken the windows and other openings of
the Premises
4. (19) (e) any requisite notice erected on the Premises including
any erected by the Landlord in accordance with its
powers under this lease nor to overload or cause undue
strain to the Service Media or any other part of the
Building and in particular not to suspend any undue
weight from the ceilings or walls or on the floor of
the Premises
PARKING/GOODS DELIVERY
4. (20) (a) To ensure that all loading unloading deliveries and
despatch of goods is carried out only by using the
service accesses approved by the Landlord for the use
of the Premises such approval not to be unreasonably
withheld or delayed
4. (20) (b) In relation to the use of the car parking spaces from
time to time allocated to the Tenant pursuant to
paragraph 4 of schedule 2:
4. (20) (b) (i) not to use the parking spaces for any
purpose other than the parking of one
private motor car in each space
4. (20) (b) (ii) not to carry out any repairs or maintenance
works (except minor repairs in cases of
emergency) to vehicles
4. (20) (b) (iii) to keep the spaces in a clean and tidy
condition and free from oil waste and any
other deleterious matter
-29-
4. (20) (b) (iv) not to store any petrol or oil in any
vehicle (other than in its petrol or oil
tank) or on the car parking spaces
4. (20) (b) (v) forthwith to make good to the reasonable
satisfaction of the Landlord all damage
caused to the Building by the use of the car
parking spaces
PLANNING LAW AND COMPENSATION
4. (21) Without prejudice to clause 4(4) at all times during the Term
to comply with the provisions and requirements of Planning Law
relating to or affecting
4. (21) (a) (i) the Premises
4. (21) (a) (ii) any operations works acts or things carried
out executed done or omitted on the Premises
4. (21) (a) (iii) the use of the Premises
4. (21) (a) (iv) the use of (and the exercise of any other
rights hereunder in respect of) any other
parts of the Building
4. (21) (b) Subject to the provisions of paragraph (c) of this
sub-clause as often as occasion requires during the
Term at the Tenant's expense to obtain and if
appropriate renew all planning permissions (and serve
all notices) required under Planning Law in respect
of use the Premises whether for the carrying out by
the Tenant of any operations or the institution or
continuance by the Tenant of any use of the Premises
or any part thereof or otherwise
4. (21) (c) Not without the Landlord's consent to apply for any
planning permission relating to the Premises (and not
to apply for any such planning permission relating to
any other part of the Building) but so that subject
to compliance with paragraph (e) of this sub-clause
the Landlord's consent shall not be unreasonably
withheld
-30-
or delayed to the making of a planning application in
respect of the Premises relating to any operations or
use or other thing (if any) which assuming it to be
implemented in accordance with Planning Law would
otherwise not be in breach of the provisions of this
lease
4. (21) (d) If the Landlord so requires in connection with any
relevant proposal by the Tenant to apply for a
determination under section 64 Town and Country
Planning Xxx 0000
4. (21) (e) If the Landlord consents in principle to any
application by the Tenant for planning permission to
submit a draft of the application to the Landlord for
its approval and to give effect to its reasonable
requirements in respect thereof and if and to the
extent the Landlord so requires to lodge the
application with the relevant authority in the joint
names of the Landlord and the Tenant and in duplicate
4. (21) (f) Not to implement any planning permission before the
Landlord has acknowledged that its terms are
acceptable
4. (21) (g) If the Landlord reasonably requires to lodge and
progress diligently an appeal against any refusal of
an application for planning permission lodged in
respect of the Premises by the Tenant or against the
imposition of any condition in a planning permission
or by any person claiming under or through the Tenant
(whether or not lodged in its name alone)
4. (21) (h) Unless the Landlord otherwise directs to complete
before the expiry of the Term all works on the
Premises required as a condition of any planning
permission implemented by the Tenant or by any person
claiming under or through it
-31-
4. (21) (i) If the Tenant receives or is entitled to receive any
statutory compensation under any Enactment in
relation to its interest in the Premises the Tenant
shall on any determination of its interest prior to
the expiry of this lease by effluxion of time
forthwith make such provision as is just and
equitable for the Landlord to receive its due benefit
from such compensation
INDEMNITY
4. (22) To indemnify the Landlord against all expenses proceedings
costs claims damages demands and any other liability or
consequence arising out or in respect of any breach of any of
the Tenant's obligations under this lease (including all costs
reasonably incurred by the Landlord in an attempt to mitigate
any such breach) or of any act omission or negligence of the
Tenant or any person at the Premises expressly or impliedly
with the Tenant's authority
DEFECTIVE PREMISES
4. (23) To give notice forthwith to the Landlord of any defect in the
Premises which might give rise to:-
4. (23) (a) an obligation on the Landlord to do or refrain from
doing anything in relation to the Premises or
4. (23) (b) any duty of care or the need to discharge such duty
imposed by the Defective Premises Act 1972 or
otherwise
and at all times to display and maintain all notices
which the Landlord may from time to time reasonably
require to be displayed at the Premises in relation to
their state of repair and condition
-32-
INSURANCE AND FIRE FIGHTING EQUIPMENT
4. (24) (a) Not to do or omit anything by which any insurance
policy (particulars of which shall have been provided
to the Tenant) relating to the Building or any part of
it becomes void or voidable or by which the rate of
premium on such policy may be increased
4. (24) (b) To comply with all requirements and reasonable
recommendations of the insurers and to provide and
maintain unobstructed appropriate operational fire
fighting equipment and fire notices on the Premises
4. (24) (c) To notify the Landlord forthwith of any incidence of
any Insured Risk on the Premises and of any other
event which ought reasonably to be brought to the
attention of the insurers
4. (24) (d) That it has prior to the execution of this lease
disclosed to the Landlord in writing any matter known
to the Tenant which might affect the decision of any
insurance underwriter to underwrite any of the Insured
Risks and that it will disclose particulars of any
such matter to the Landlord in writing forthwith on
becoming aware of it
4. (24) (e) That if at any time the Tenant or any person claiming
under or through it shall be entitled to the benefit
of any insurance of the Premises to cause all money
paid under such insurance to be applied in making good
the loss or damage in respect of which it was paid
4. (24) (f) If the whole or any part of the Building is damaged or
destroyed by any of the Insured Risks at any time
during the Term and the insurance money under any
insurance policy effected by the Landlord is rendered
wholly or partially irrecoverable because of some act
or default of the Tenant or any person deriving
-33-
title under or through or their respective servants
agents or invitees forthwith to pay the Landlord the
whole amount of the insurance money so irrecoverable
DANGEROUS AND CONTAMINATIVE MATERIALS
4. (25) Not to keep place store or use or permit or suffer to be kept
placed stored or used in or upon or about the Premises any
materials substance or other thing of a dangerous inflammable
combustible explosive corrosive or offensive nature
YIELD UP
4. (26) (a) At the expiry of the Term to remove all Tenant's
chattels and (to the extent the Landlord may require)
Tenant's fixtures and quietly to yield up the
Premises reinstated and restored and made good to the
extent required under clause 4(12)(d) and in the
state of repair condition decorative order and layout
otherwise required by this lease and any licences or
consents issued in pursuance of it with the Floor
Boxes left intact (subject as hereinafter provided)
and newly Carpeted and to make good any damage so
caused in a proper and workmanlike manner to the
Landlord's reasonable satisfaction and to return all
keys to the Landlord PROVIDED ALWAYS THAT to the
extent the number of Floor Boxes left installed in
the Premises at the expiry of the Term falls short of
eighty-nine the Tenant shall pay the Landlord on the
expiry of the Term an amount equal to one hundred and
sixty-seven pounds (L167) multiplied by the number of
the shortfall
4. (26) (b) The Tenant irrevocably authorises the Landlord to
remove and dispose of any chattels which may be left
in the Premises after the Tenant has quit them
(without being obliged to obtain any consideration
for the disposal) and the Tenant irrevocably declares
that any such chattels will stand abandoned by it
-34-
REGULATIONS AND COVENANTS
4. (27) (a) To comply with all regulations reasonably made by the
Landlord from time to time and notified to the Tenant
in writing for the good management of the Building
4. (27) (b) If requested by the Landlord to enter into any
agreement under section 106 Town and Country Xxxxxxxx
Xxx 0000 and any section having a similar purpose of
any other Enactment which may be required by any
Public Authority in consideration of the grant of
planning permission for the development of the
Building or any part of it but only if it would in
all the circumstances including the preservation of
the Permitted Use of the Premises and their amenities
and appurtenant rights under this lease be reasonable
to do so
SECURITY AND ACCESS
4. (28) (a) To use all reasonable endeavours to ensure that the
Tenant's visitors to the Premises observe such
security regulations which may apply to them
4. (28) (b) If and to the extent that the Landlord in its
absolute discretion agrees any request by the Tenant
to provide Services of security, air conditioning,
heating and other like matters outside the Normal
Business Hours to pay the Landlord on demand all
costs reasonably incurred in providing them or (if
any other tenant derives benefit from such Services
over the same period) a fair and reasonable
proportion of such costs
-35-
LANDLORD'S COVENANTS
5. THE Landlord covenants with the Tenant:
QUIET ENJOYMENT
5. (1) That if the Tenant observes and performs its covenants
contained in this lease the Tenant may peaceably hold and
enjoy the Premises without any lawful interruption by the
Landlord or any person rightfully claiming through under or in
trust for it
INSURANCE
5. (2) (a) To keep the Building (except all Tenant's plant and
equipment and other fixtures of any nature installed
by the Tenant and any other tenant) insured against
the Insured Risks in its full replacement cost (but
not necessarily the facsimile reinstatement cost)
5. (2) (b) On written request to supply the Tenant (but not more
frequently than once in any period of twelve months)
with evidence of such insurance
5. (2) (c) If and whenever during the Term the Building (except
as aforesaid) is damaged or destroyed by an Insured
Risk and to the extent that payment of the insurance
monies is not refused because of any act neglect
default or omission of the Tenant or of any person
deriving title under or through the Tenant or their
respective servants agents and invitees the Landlord
will (subject to clause 7(6)(a)) with all convenient
speed take the necessary steps to obtain any
requisite planning permissions and consents and if
they are obtained to lay out the money received from
the insurance of the Building (except sums in respect
of public liability and employer's liability and loss
of rent) towards replacing (but not necessarily in
facsimile reinstatement) the damaged or destroyed
parts (except as aforesaid) as soon as reasonably
practicable PROVIDED ALWAYS THAT the Tenant shall
have no claim against the Landlord under this clause
5(2)(c) in respect of the interior of any Lettable
Unit other than the Premises and
-36-
PROVIDED FURTHER THAT the Landlord shall not be
liable to carry out the replacement if it is unable
(having used all reasonable endeavours) to obtain
every planning permission and consent necessary to
execute the relevant work in which event the Landlord
shall be entitled to retain all the insurance money
received by it
SERVICES
5. (3) (Provided that the Tenant shall as a condition precedent to
the Landlord's liability have made all due payments of Service
Rent and the Interim Sum) to use all reasonable endeavours to
provide or procure the provision of the Services in accordance
with the principles of good estate management
PROVIDED ALWAYS THAT:-
5. (3) (a) the Landlord shall not be liable for any failure or
interruption in any of the Services caused by the
appropriate or prudent repair replacement renewal or
maintenance of any installation or part of any
installation or damage or destruction caused by
mechanical or other defect or breakdown or any other
cause beyond the Landlord's control provided the
Landlord takes all reasonable steps to remedy the
failure or interruption within a reasonable time
5. (3) (b) the Landlord may from time to time employ managing
agents professional advisers contractors and other
persons in relation to the provision of the Services
or any of them
5. (3) (c) the Landlord may from time to time if it is
reasonable to do so having regard to all the
circumstances add to extend vary or make any
alteration in the nature of matters previously
performed as Services if it considers it necessary or
in the interest of good estate management
5. (3) (d) the Landlord shall not be obliged to provide Services
in the nature of security, air conditioning, heating
and other like matters outside Normal Business Hours
-37-
SERVICE COST ACCOUNTING AND VARIATIONS
6. (1) The Landlord shall following each Account Date (or if
applicable the expiry of the Term) cause an account to be
prepared showing the Service Cost for the Service Period ended
on that Account Date (or if applicable the date of such
expiry) and containing a fair summary of the expenditure
referred to and upon the account being certified by the
Landlord's agents it shall be conclusive evidence for the
purposes of this lease of all matters of fact referred to
except in case of manifest error
6. (2) the Tenant shall pay the Landlord the Interim Sum on account
of the Service Rent in relation to each Service Period as
provided in clause 3
6. (3) if the Service Rent for any Service Period:
6. (3) (a) exceeds the Interim Sum for the Service Period the
excess shall be due to the Landlord on demand or
6. (3) (b) is less than the Interim Sum for that Service Period
the overpayment shall be credited to the Tenant
against subsequent payments on account of Service
Rent until the overpayment is balanced or in relation
to the last Service Period the overpayment shall be
paid by the Landlord to the Tenant
6. (4) (a) The Landlord may from time to time require a
reasonable adjustment in relation to any period to
any proportion of Insurance Rent and Service Rent and
to the amount of the Interim Sum (or any of them and
in relation to the Service Rent whether for all
purposes or only in relation to one or more items of
Services and/or one or more items of costs as
specified in Part II of schedule 5) and to any other
proportion which may have then been adjusted if in
its discretion but acting in good faith the Landlord
considers that such an adjustment is warranted by any
circumstances relevant to Service Cost or Insurance
Cost or the Interim Sum and
-38-
the recovery thereof from the tenants of the Building
or (in relation to the Insurance Rent) if such an
adjustment is warranted by any proposal or
requirement made by the insurers
6. (4) (b) Once the Landlord or its agents shall have served the
Tenant with written notice of any such requirement
and of the relevant adjusted proportion or
proportions or amount the same shall forthwith apply
for the purposes of Insurance Rent or (as the case
may be) Service Rent or Interim Sum
PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED THAT:-
FORFEITURE AND RE-ENTRY
7. (1) Without prejudice to any other remedies and powers contained
in this lease or otherwise available to the Landlord if
7. (1) (a) the whole or part of the rents shall be unpaid for
twenty-one days after becoming payable or
7. (1) (b) any of the Tenant's covenants in this lease are not
performed or observed in the manner and at the times
herein specified or
7. (1) (c) the guarantee by any guarantor of the Tenant's
obligations is or becomes unenforceable (in whole or
in part) for any reason whatsoever or if the Tenant
or any guarantor of the Tenant's obligations (or if
more than one person any one of them):-
7. (1) (d) being a company is the subject of a petition or
issues a notice convening a meeting to consider a
resolution for its winding up or enters into
liquidation whether voluntarily (except for
reconstruction or amalgamation of a solvent company
on terms previously agreed by the Landlord) or
compulsorily or has a provisional liquidator or a
receiver (including an administrative receiver)
-39-
appointed or its directors pass a resolution to
petition for an administration order or one or more
of them swears an affidavit in support of such a
petition or is the subject of an administration order
or a petition for one or of a voluntary arrangement
or a proposal for one under Part I Insolvency Act
1986 or is unable to pay its debts within the meaning
of section 123 Insolvency Act 1986 or is otherwise
insolvent or having been registered with unlimited
liability it acquires limited liability or
7. (1) (e) being a company incorporated outside the United
Kingdom is the subject of any proceedings or event
analogous to those referred to in clause 7(l)(d) in
the country of its incorporation
7. (1) (f) being an individual is the subject of a bankruptcy
petition or bankruptcy order or of any application or
order or appointment under section 253 or section 273
or section 286 Insolvency Act 1986 or otherwise
becomes bankrupt or insolvent or dies or
7. (1) (g) enters into or makes any proposal to enter into any
arrangement or composition for the benefit of his
creditors the Landlord may at any time thereafter
(and notwithstanding the waiver of any previous right
of re-entry) re-enter the Premises whereupon this
lease shall absolutely determine but without
prejudice to any Landlord's right of action in
respect of any antecedent breach of the Tenant's
covenants in this lease
LETTING SCHEME USE AND EASEMENTS
7. (2) (Subject only to those easements expressly granted by this
lease) neither the Tenant nor the Premises shall be entitled
to any easement or quasi-easement whatsoever and nothing
herein contained or implied shall give the Tenant the benefit
of or the right to enforce or
-40-
to have enforced or to prevent the release or modification of
any right easement covenant condition or stipulation enjoyed
or entered into by any tenant of the Landlord in respect of
property not demised by this lease or prevent or restrict the
development or use of the remainder of the Building or any
other land
COMMON PARTS AND SERVICE MEDIA
7. (3) Subject always to the rights of the local authority the
relevant supply authorities and any other competent authority
the Common Parts and the Service Media are at all times
subject to the exclusive control and management of the
Landlord who may from time to time (if it shall be necessary
or reasonable to do so for the benefit of the Building or
otherwise in keeping with the principles of good estate
management) alter divert substitute stop up or remove any of
them (leaving available for use by the Tenant reasonable and
sufficient means of access to and egress from and servicing
for the Premises)
SERVICE OF NOTICES
7. (4) (a) In addition to any other mode of service any
notices to be served under this lease shall be
validly served if served in accordance with section
196 Law of Property Xxx 0000 as amended by the
Recorded Delivery Service Xxx 0000 or (in the case of
any notice to be served on the Tenant) by sending it
to the Tenant at the Premises
7. (4) (b) If the Tenant or any guarantor comprises more than
one person it shall be sufficient for all purposes if
notice is served on one of them but a notice duly
served on the Tenant will not need to be served on
any guarantor
RENT CESSER
7. (5) If and whenever during the Term:-
-41-
7. (5) (a) the Premises (other than the Tenant's plant and
equipment and other fixtures of any nature installed
by the Tenant) or the essential means of access to
the Premises are damaged or destroyed by any of the
Insured Risks so that the Premises are incapable of
occupation and use and
7. (5) (b) the insurance of the Building or the payment of any
insurance money has not been vitiated by the act
neglect default or omission of the Tenant or of any
person deriving title under or through the Tenant or
their respective servants agents and invitees the
rent first reserved by this lease or a fair
proportion of it according to the nature and extent
of the damage sustained shall be suspended and cease
to be payable from the date of destruction or damage
until whichever is the earlier of the date on which
the Premises (other than as aforesaid) and if
applicable the essential means of access to them are
made fit for substantial occupation and use and the
date of expiry of the period for which insurance of
loss of rent is effected (not being less than three
years) and any dispute about such suspension shall be
referred to the award of a single arbitrator to be
appointed in default of agreement on the (application
of the Landlord or the Tenant to the President for
the time being of The Royal Institution of Chartered
Surveyors in accordance with the Arbitration Acts
1950 and 1979
DETERMINATION (DESTRUCTION OR DAMAGE)
7. (6) (a) If during the last five years of the Term the Premises
shall be so destroyed or damaged as to be substantially unfit
for occupation and use the Landlord may by not less than six
months notice given to expire at any time before the first
anniversary of the date of destruction or damage determine
this lease and from the giving of such notice the Landlord's
obligations under clause 5(2) (c) shall cease to apply and on
the expiry of such notice this lease shall determine without
prejudice to any rights or remedies which
-42-
may then have accrued in respect of any breach of any of the
covenants or provisions contained in this lease and the
Landlord shall be entitled to retain the insurance money
DETERMINATION (TENANT'S OPTION)
7. (6) (b) (i) The Tenant may (subject to the provisions of
this sub-clause) determine this lease as at
the fifth anniversary of the date from which
the Term is calculated ("the relevant date")
7. (6) (b) (ii) The Tenant shall give the Landlord written
notice of its intention to determine at
least six months before the relevant date
7. (6) (b) (iii) If the Tenant duly serves a notice under
this clause it shall comply with
sub-paragraph (iv) below and shall procure
that vacant possession of the Premises will
be available on the relevant date free of
occupation by and of any estate or interest
vested in the Tenant and any third party and
this lease shall not determine as a result
of any notice served by the Tenant if it is
in breach of any of its covenants contained
in this lease (including those contained in
this sub-clause) at the relevant date except
to the extent if at all the Landlord in its
absolute discretion waives compliance with
any of them
7. (6) (b) (iv) On the relevant date the Tenant shall pay
the Landlord by bank draft drawn on a town
clearing branch of a bank which is a member
of Chaps and Town Clearing Limited (or any
other bank acceptable to the Landlord) the
sum of seventy-five thousand six hundred and
twenty-five pounds (f75,625) and VAT thereon
7. (6) (b) (v) If all the requirements of this sub-clause
are first satisfied this lease shall
determine on the relevant date without
prejudice to:-
-43-
7. (i) any rights or remedies which may have
accrued to either party in respect of
any breach of any of the covenants or
obligations contained in it including
obligations under this sub-clause
which shall continue to bind the
parties; and
7. (ii) the continuing obligation of the
parties to account to one another on
demand for any Service Charge payment
or allowance apportioned up to the
date of determination as soon as
reasonably possible thereafter
7. (6) (b) (vi) Time is of the essence of all dates and
periods referred to in this sub-clause
LANDLORD'S LIABILITY
The Landlord shall not be liable for:-
7. (7) (a) (without prejudice to the provisions of clause 7(3))
any closure of any of the Common Parts or stoppage or
severance affecting any of the Service Media due to
any cause beyond the control of the Landlord (acting
reasonably)
(b) any act omission or negligence of any of the
Landlord's employees servants or agents in or about
the performance or purported performance of any of
the Services or for any loss accident damage or
injury which may at any time during the Term be
suffered by the Tenant or by any person claiming
through it or by its or their employees servants
agents invitees or licensees in any such case beyond
any sum which may be recovered under any policy or
policies of insurance maintained by the Landlord
-44-
ARBITRATION FEES
7. (8) The fees of any arbitrator incurred in any arbitration
proceedings arising out of this lease may be paid to the
arbitrator by the Landlord or by the Tenant notwithstanding
any direction or prior agreement as to liability for payment
and any sums so paid for which the party who pays them
initially is not ultimately liable shall be repayable on
demand by the party who is liable for them
RENT REVIEW MEMORANDUM
7. (9) Forthwith after every agreement or determination of any
increase in the amount of the rent reserved and made payable
by virtue of schedule 4 a memorandum recording the increase
shall be attached to this lease and to the counterpart and
such memorandum shall be signed by or on behalf of the
Landlord and the Tenant respectively
NO WARRANTY AS TO USE
7. (10) Nothing contained in this lease shall constitute or be deemed
to constitute a warranty by the Landlord that the Premises are
authorised under Planning Law to be used or are otherwise fit
for any specific purpose
DISPUTES
7. (11) Any dispute between the Tenant and any other tenant or
occupier of any part of the Building relating to any easement
or right affecting the Building or any part of it shall
(unless the Landlord shall by notice to the parties concerned
renounce its power to determine it) be referred to the
Landlord whose decision (acting in the capacity of an expert)
shall be binding upon the parties to the dispute
RATEABLE VALUE APPEALS
7. (12) If the Landlord or the Tenant intends to make a proposal to
alter the entry for the Premises in the local non-domestic
rating list it shall notify the other party of its intention
-45-
and shall incorporate in the proposal such proper and
reasonable representations as may be made by or on behalf of
that party
LANDLORD'S RIGHT TO APPORTION
7. (13) The Landlord shall be entitled from time to time during the
Term for any reasonable purpose to make such reasonable
apportionments and allocations as the Landlord shall consider
appropriate of any amounts for the time being payable by the
Tenant under this lease including without limitation any
allocation (and any retrospective adjustment) from time to
time for the purposes of VAT of part of the rent first hereby
reserved to the benefit of the right granted by paragraph 2 of
schedule 0
XXXXXXXXX XX XXXXXXXX XXX XXXXXX XXX 0000
7. (14) Having been authorised to do so by an Order of the Mayor's and
City of London Court (No. 9390906) made on the 15th March 1993
under section 38(4)(a) Landlord and Xxxxxx Xxx 0000 the
parties agree that the provisions of sections 24 to 28 of that
Act shall be excluded in relation to the tenancy to be granted
by this lease
IN WITNESS whereof this Deed has been executed by the parties
hereto and is intended to be and is hereby delivered on the date first above
written
SCHEDULE 1
(THE PREMISES)
ALL THOSE office premises situate on the second floor and
being part of the Building which are shown on the Plans and
thereon merged ___ed ALL which premises include:-
a) the plaster linings and other interior coverings and facing
materials of those parts of the external walls of the Building
as bound the said premises and of the columns within the said
premises and of the walls within and bounding them from other
parts of the Building
-46-
b) the fixed floor coverings (including the Carpet) and all
materials lying between the upper surface of the structural
floor slab and the floor surface (including the Floor Boxes
and all components of the raised floor)
c) the ceilings and all materials forming part of them lying
below the lower surface of the structural ceiling slab
(including all components of the suspended ceiling)
d) all non-load bearing walls and partitions lying within the
said premises
e) the doors and door frames within and on the boundaries of the
said premises but excluding the lift doors and
f) all plant and other apparatus and conducting media which are
designed to serve the said premises exclusively
but exclude:-
i) all Service Media and
ii) The load bearing structure of the Building including the load
bearing structure of the roofs foundations external and
internal walls and columns and the structural slabs of the
ceilings and floors and
iii) the external surfaces of the Building (except the external
surfaces of any doors and door frames referred to in paragraph
(e)) and the whole of the window glazing and window frames and
other fenestration units constructed in the external walls and
in the other boundaries of the said premises
-47-
SCHEDULE 2
(EASEMENTS AND RIGHTS GRANTED)
1. The right in connection with the Permitted Use subject to the
provisions of clause 7(3) and subject to compliance with all
reasonable rules and regulations in connection with the
exercise of such right as may be prescribed from time to time
by the Landlord:-
1. (1) for the Tenant its servants and duly authorised agents
invitees and visitors for the purpose only of ingress and
egress to and from the Premises and the car parking spaces
referred to in paragraph 4 of this schedule to use the Common
Parts and to use all means of escape but only when needed in
an emergency and
1. (2) to use the Service Media
1. (3) to use the lavatories in the ground floor Common Parts of the
Building
2. The right of support shelter and protection for the Premises from any
adjoining or neighbouring parts of the Building as enjoyed by the
Premises at the date of this lease
3. The right to use and (to the extent they are designed to take
connections which excludes all air conditioning plant and equipment) to
make connections to any Service Media in on or under the Premises
4. The exclusive right to use thirty-eight (38) car parking spaces in the
car park comprised in the Common Parts in such positions as the
Landlord shall from time to time direct
5. The right to install and use conducting telecommunications media in the
risers located in the Common Parts and other media serving the Premises
which can conveniently and properly be located in such risers and which
are installed with the Landlord's approval and to connect the media to
equipment in the Premises and at reasonable times and on reasonable
prior written
-48-
notice (except in case of emergency) to inspect and to repair the media
from other floor levels of the Building via routes and by a method
designated by the Landlord
The right to have the names (or trading names) of all permitted
occupiers of the Premises displayed on the Landlord's name-boards in
the main entrance lobby of the Building and on the exterior of the
Building provided always that the Landlord shall be entitled to
relocate any such name-board from time to time and to control its
design
SCHEDULE 3
(EXCEPTIONS AND RESERVATIONS)
The right to build alter or extend (whether vertically or laterally)
any building notwithstanding that the access of light and air or either
of them to the Premises and the lights windows and openings thereof may
be affected The right at reasonable times on not less than 48 hours
prior notice (except in an emergency) to enter upon the Premises as
often as may be necessary for all the purposes for which the Tenant
covenants in this lease to permit entry and for all purposes in
connection with the carrying out of the Services and for the purposes
of complying with any statutory requirements
The right to erect and maintain scaffolding on or against any part of
the Building so long as reasonable and sufficient means of access to
and egress from and servicing the Premises are maintained
All rights of light air and other easements and rights (but without
prejudice to those expressly granted by this lease) enjoyed by the
Premises from or over any other part or parts of the Building or any
adjacent or neighbouring land The right for one or more members of any
security staff employed by the Landlord or its agents at any time or
times to enter the Premises if it shall be considered necessary or
desirable so to do in connection with the security of the Building
-49-
The right to enter the Premises as may be necessary to gain access to
the risers located in the Common Parts for the purpose of inspecting
conducting telecommunications media and other media serving other
premises in the Building
PROVIDED ALWAYS THAT if the Landlord exercises any of the rights by
carrying out work on the Premises it shall forthwith make good any
damage caused to them unless the right has been exercised because of
some breach by the Tenant or by any person claiming through it
SCHEDULE 4
(THE FIRST RESERVED RENT AND THE REVIEW THEREOF)
1. In this schedule the following expressions have the respective
specified meanings:-
1. (1) "CURRENT RENT" means the amount of the yearly rent first
reserved and payable under this lease until the Review Date
which amount is one hundred and fifty-one thousand two hundred
and fifty pounds (L151,250)
1. (2) "REVIEW DATE" means each of: -
(a) the twenty-fifth day of March in the year One
thousand nine hundred and ninety-eight
(b) any date so stipulated by virtue of paragraph 5 of
this schedule
1. (3) "REVIEW RENT" means the yearly clear market rack rental value
which might reasonably be expected to be payable following the
expiry of any period at the beginning of the term which might
be negotiated in the open market for the purposes of fitting
out during which no rent or a concessionary rent is payable
(and on the assumption that the lessee is to have the benefit
of such rent free or concessionary rent period) if the
Premises had been let as a whole by one lease in the open
market by a willing lessor to a willing lessee with vacant
possession on the Review Date without fine or premium for a
term of ten years computed from the Review Date and otherwise
upon the provisions (save as to the
-50-
amount of the rent first reserved by this lease but including
the provision for rent review on the expiry of the fifth year
of the notional term) contained in this lease and on the
assumption if not a fact that the said provisions have been
fully complied with and on the further assumptions that:-
1. (3) (a) the Permitted Use and the Premises comply with
Planning Law and every other Enactment free from any
onerous condition restriction and limitation and that
the lessee may lawfully implement and carry on the
Permitted Use
1. (3) (b) the Premises are fully fitted out for the lessee's
business and are fit and fully Carpeted and equipped
together with Floor Boxes (that is to say eighty-nine
in number) for immediate occupation and operation of
the Permitted Use
1. (3) (c) no work has been carried out to the Premises which
has diminished their rental value
1. (3) (d) in case the Building or any part of it has been
destroyed or damaged it has been fully restored
but disregarding any effect on rent of:-
1. (3) (i) the fact that the Tenant or any underlessee or other
occupier or their respective predecessors in title
has been or is in occupation of the Premises
1. (3) (ii) any goodwill attached to the Premises by the carrying
on in them of the business of the Tenant or any
underlessee or their respective predecessors in title
or other occupier
1. (3) (iii) (without prejudice to paragraphs 1(3)(b) and 1(3)(c)
of this schedule) any works carried out to the
Premises during the Term by the Tenant or any
permitted underlessee in either case at its own
expense in pursuance of a licence granted by
-51-
the Landlord and otherwise than in pursuance of any
obligation to the Landlord including the Tenant's
Works (except the installation of the Floor Boxes) as
defined in an Agreement for Lease between the parties
hereto dated 9th March 1993
1. (3) (iv) any contingent obligation on the Tenant to carry out
works of reinstatement and restoration at the end of
the Term
1. (3) (v) clause 7(6)(b)(iv)
1. (3) (vi) any payment made by the lessor in connection with
fitting out the Premises by the lessee
1. (4) "REVIEW SURVEYOR" means an independent chartered surveyor
appointed pursuant to paragraph 3(1) of this schedule and if
to be nominated by or on behalf of the President for the time
being of the Royal Institution of Chartered Surveyors the said
President to be requested to nominate an independent chartered
surveyor having not less than five years practice in the
locality of the Premises next before the date of his
appointment and recent substantial experience in the letting
and valuation of office premises of a similar character and
quality to those of the Premises and who is a partner or
director of a leading firm or company of surveyors having
specialist market and valuation knowledge of such premises
2. The yearly rent first reserved and payable from the Review Date until
the expiry of the Term shall be the higher of:-
2. (1) the Current Rent and
2. (2) the Review Rent
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3. If the Landlord and the Tenant shall not have agreed the Review Rent by
the date three months before the relevant Review Date it shall (without
prejudice to the ability of the Landlord and the Tenant to agree it at
any time) be assessed as follows:-
3. (1) the Review Surveyor shall (in the case of agreement about his
appointment) be forthwith appointed by the Landlord or the
Tenant to assess the Review Rent or (in the absence of
agreement at any time about his appointment) be nominated to
assess the Review Rent by or on behalf of the President for
the time being of The Royal Institution of Chartered Surveyors
on the application of the Landlord or the Tenant
3. (2) Unless the Landlord requires that the Review Surveyor shall
act as an arbitrator (which it may not do after the
appointment has been made save with the consent of the Tenant
and of the Review Surveyor) he shall act as an expert
3. (3) If the Review Surveyor is appointed as an expert he shall be
required to give notice to the Landlord and the Tenant
inviting each of them to submit to him within such time limits
as he shall stipulate a proposal for the Review Rent supported
(if so desired by the Landlord or the Tenant) by any or all
of:-
(i) a statement of reasons
(ii) a professional rental valuation and (separately and later)
(iii) submissions in respect of each other's statement of reasons
and valuation but he shall not be bound thereby and shall make
the determination in accordance with his own judgment
(including any determination concerning any party's liability
for the costs of the reference to him)
3. (4) If the Review Surveyor is appointed as an arbitrator the
arbitration shall be conducted in accordance with the
Arbitration Acts 1950 and 1979
-53-
3. (5) If the Review Surveyor whether appointed as expert or
arbitrator refuses to act or is or becomes incapable of acting
or dies the Landlord or the Tenant may apply to the President
for the further appointment of another Review Surveyor
4. If the Review Rent has not been agreed or assessed by the relevant
Review Date the Tenant shall:-
4. (1) continue to pay the Current Rent on account and
4. (2) pay the Landlord within seven days after the agreement or
assessment of the Review Rent the amount (if any) by which the
Review Rent for the period commencing on the relevant Review
Date and ending on the quarter day following the date of
payment exceeds the Current Rent paid on account for the same
period plus interest (but calculated at 4% per annum below the
Stipulated Rate) for each instalment of rent due on and after
the relevant Review Date on the difference between what would
have been paid on that rent day had the Review Rent been fixed
and the amount paid on account (the interest being payable
from the date on which the instalment was due up to the date
of payment of the shortfall)
5. If any Enactment restricts the right to review rent or to recover an
increase in rent otherwise payable then when the restriction is
released the Landlord may at any time within six months after the date
of release give to the Tenant not less than one month's notice
requiring an additional rent review as at the next following quarter
day which shall for the purposes of this lease be a Review Date
-54-
SCHEDULE 5
(SERVICES)
PART I
1. Inspecting maintaining and repairing amending altering rebuilding and
renewing and where appropriate treating washing down painting and
decorating all load bearing and other structural parts of the Building
and the relevant parts of it described in paragraphs (ii) and (iii) of
schedule 1
2. Inspecting servicing maintaining and repairing renewing amending
overhauling and replacing all apparatus plant machinery and equipment
within the Building from time to time not serving any Lettable Unit
exclusively
3. Inspecting maintaining repairing cleansing emptying amending altering
and renewing all Service Media
4. Providing maintaining operating renewing and replacing any fire alarms
and ancillary apparatus and fire prevention and fire fighting equipment
and apparatus in the Common Parts
5. Keeping the Common Parts properly cleansed treated maintained and lit
to such standard as the Landlord may from time to time consider
reasonably adequate
6. Providing mechanical ventilation heating and cooling for the Building
during Normal Business Hours
7. Providing and maintaining at the Landlord's reasonable discretion any
architectural or ornamental features or murals and any plants shrubs
trees or garden area in the Common Parts and maintaining the same
8. Supplying whether by purchase or hire and maintaining renewing
replacing repairing servicing and keeping in good and serviceable order
and condition all fixtures and receptacles appliances materials
equipment plant and other things which the Landlord may deem desirable
or necessary
-55-
for the maintenance appearance upkeep or cleanliness of the Building or
any part of it or otherwise in connection with the provision of the
Services
9. Cleaning as frequently as the Landlord shall in its discretion consider
adequate the exterior and interior of all window glazing and window
frames and other fenestration units in the Common Parts and the outside
of the window glazing referred to in paragraph (iii) of schedule 1
10. Disposing of refuse from the Building (including collecting and
compacting or otherwise treating or packaging as the Landlord thinks
fit such refuse) and the provision repair maintenance and renewal of
any plant and equipment in connection therewith
11. Maintaining an adequate supply of cold water to and supplying washing
and toilet requisites in the lavatory accommodation in the ground floor
Common Parts of the Building
12. Such rodent or other pest control in the Common Parts as the Landlord
shall consider necessary or desirable
13. Providing a security service to the Common Parts during Normal Business
Hours including:-
(1) providing one or more commissionaires in the ground floor
entrance lobby of the Building during Normal Business Hours;
and
(2) providing installing maintaining repairing and renewing such
other security systems to the Common Parts as the Landlord
deems desirable
14. Any other services relating to the Building or any part of it provided
by the Landlord from time to time which shall be:-
(1) reasonably capable of being enjoyed by the occupier of the
Premises or
(2) reasonably calculated to be for the benefit of the Tenant or
other tenants of the Building or
(3) appropriate for the maintenance upkeep or cleanliness of the
Building or
-56-
(4) otherwise in keeping with the principles of good estate
management
PART II
1. All fees and disbursements of any individual or firm or company
employed or retained by or on behalf of the Landlord or its agents
(including without limitation managing agents fees) for or in
connection with:-
(1) any surveying or accounting functions for the Building; and
(2) the performance of the Services or any of them and any other
duties in or about the Building or any part of it relating to
the general management administration security maintenance
protection and cleanliness of the Building
2. The reasonable fees of the Landlord for any of the Services or for the
functions and duties referred to in paragraph 1 of this Part of this
schedule which shall be undertaken by the Landlord and not by a third
party
3. The cost (in addition to any fees referred to in paragraph 2 and where
the context permits paragraph 1 of this Part of this schedule) of
employing (whether by the Landlord or any managing agents or any other
individual or firm or company) such staff as the Landlord may in its
absolute discretion consider appropriate for the performance of the
Services and the functions and duties referred to in paragraph 1 of
this Part of this schedule and all other incidental expenditure in
relation to such employment including without prejudice to the
generality of the foregoing:-
(1) salaries wages pensions and pension contributions benefits in
kind and other emoluments and National Insurance and other
statutory contributions or levies;
(2) the provision of uniforms and working clothing; and
(3) the provision of vehicles tools appliances cleaning and other
material fixtures fittings and other equipment for the proper
performance of their duties and a store for housing the same
-57-
4. The cost of entering into and keeping on foot any contracts for the
carrying out of all or any of the Services and for insurance against
the need to repair any Service Media
5. All rates taxes assessments duties charges impositions and outgoings
which are now or during the Term shall be charged assessed or imposed
on:-
(1) the whole of the Building where there is no separate charge
assessment or imposition on or in respect of a Lettable Unit
(2) the whole of the Common Parts or any part of them excluding
any tax (other than VAT) payable by the Landlord as a direct
result of any actual or implied dealing with the reversion of
any Lease or of the Landlord's receipt of income
6. The cost of the supply of water to all lettable space (including the
Premises) within the Building and of water electricity and gas to the
Common Parts and for the provision of the Services and all meter rents
and the cost of any electricity generating transforming monitoring
metering and distribution plant machinery and equipment in or servicing
the Building
7. The cost which the Landlord may be called upon to pay as a contribution
towards the expense of making repairing maintaining rebuilding and
cleansing any ways roads pavements or structures Service Media or
anything which may belong to or be used for the Building or any part of
it exclusively or in common with other neighbouring or adjoining
premises
8. The cost of taking all steps deemed desirable or expedient by the
Landlord for complying with or making representations against or
otherwise contesting the incidence of the provisions of any Enactment
relating to or alleged to relate to the Building or any part or it for
which any tenant is not directly and exclusively liable
9. The cost to the Landlord of abating any nuisance in respect of the
Building or any part of it insofar as the same is not the liability of
any tenant
-58-
10. The cost of making such provision (if any) for anticipated expenditure
during the Term in respect of any of the Services as the Landlord may
in its absolute discretion consider appropriate
11. Any interest and fees in respect of money borrowed to finance the
provision of the Services and the costs referred to in this Part of
this schedule or any of them
12. Any VAT (or any tax of a similar nature which may be substituted for or
levied in addition to it) incurred by the Landlord on any other amount
comprised in the Service Cost save to the extent that the Landlord
obtains credit for such VAT incurred by the Landlord pursuant to
sections 14 and 15 Value Added Tax Xxx 0000 or any regulations made
thereunder
13. All other costs incurred in connection with the provision of the
Services
( THE COMMON SEAL of ORTEM
( DEVELOPMENTS LIMITED was
( hereunto affixed in the
( presence of:-
Director /s/
Secretary /s/
-59-
