EXHIBIT 4b.2
LEASE AGREEMENT BETWEEN RONAN O'CAOIMH AND XXX XXXXX WITH TRINITY
BIOTECH MANUFACTURING LIMITED IN RESPECT OF OFFICE PREMISES IN BRAY, CO
WICKLOW, IRELAND
THIS INDENTURE made the 26 day of November 2004
B E T W E E N
RONAN O'CAOIMH of Glencarrig, Delgany, County Wicklow, and XXX XXXXX of Xxxxxxx
Lodge, Kilcroney, Bray, County Wicklow (hereinafter called "the Landlord") which
expression shall where the context so admits include their respective successors
in title, executors, administrators and assigns) of the one part, and TRINITY
BIOTECH MANUFACTURING LTD having its registered office at XXX Business Park,
Bray, County Wicklow (hereinafter called "the Tenant" which expression shall
where the context so admits include its permitted assigns) of the other part.
W I T N E S S E T H as follows:-
1. DEFINITIONS
In these presents and in the Schedules hereto (save where the context
otherwise requires or implies) the following words and expressions
shall have the meanings assigned to them hereunder:-
1.1 THE DEMISED PREMISES
"the Demised Premises" shall mean the premises hereby demised
and more particularly described in the Second Schedule hereto.
1.2 THE CONDUITS
"Conduits" shall mean and include all pipes, sewers, drains,
gutters, watercourses, wires, cables (including fibre optic,
cables), channels, subways, ventilators, trunking, ducts,
flues, Conduits and all conducting media of whatsoever nature
or kind.
1.3 ADJOINING PROPERTY
"Adjoining Property" means any land and/or buildings and/or
air space adjoining or neighbouring (which includes overhead
and which also includes the retained lands) the Demised
Premises or any part thereof.
1.4 PERPETUITY PERIOD
"Perpetuity Period" means the period commencing on the date of
this Lease and ending at the expiration of twenty years from
the date of the death of the last survivor of the issue now
living of the late President of Ireland Xxxxx xx Xxxxxx.
1.5 PLAN
"Plan" means Plan Xx 0, Xxxx Xx. 0, Xxxx Xx. 0 and Plan No. 4
attached to this Lease.
1.6 THE XXX ESTATE
"the XXX Estate" means the lands of the XXX known as the XXX
Business Park, Bray, County Wicklow being the lands comprised
in Folio 11934F County Wicklow but excluding the lands
comprised in the estate.
1.7 THE ESTATE
"the Estate" means part of the lands of Folio 11974F County
Wicklow which are comprised in the Superior Lease situate at
the XXX Business Park, Bray, County Wicklow laid or to be laid
out by the Landlord as a development the likely extent of
which (without commitment) is shown on Plan No. 4 attached to
this Lease and thereon surrounded by a green verge line
together with any adjoining lands subsequently acquired within
the Perpetuity Period and incorporated at the Landlords option
as part of the Estate and the Tenant acknowledges that the
Estate and the extent thereof may at the Landlords option be
extended or reduced.
1.8 THE ESTATE COMMON PARTS
"the Estate Common Parts" means those parts of the Estate that
consist of open spaces, water features, ponds, lakes, roads,
footpaths, grass margins, security huts or compounds, and any
other area or any other structure used or intended to be used
in common by the owners or occupiers of the Estate ( or any
part thereof) but does not include the Demised Premises or any
parts of the Estate which have been or are intended to be
assured (whether by way of conveyance, assignment or by long
lease) to any person other than a management company.
1.9 THE OFFICE BLOCK
"the Office Block" means the hereditaments and premises
described in the First Schedule to this Lease.
1.10 THE OFFICE COMMON PARTS
"the Office Common Parts" means those parts of the Office
Block not for the time being demised to nor in the exclusive
occupation of any tenant or licensee of the Landlord nor for
the time being intended or (as the case may be) designed for
letting or licensing as such the use and/or benefit of which
is common to the Tenant and/or the Landlord and/or the
Superior Lessor and/or the occupiers of any other part of
parts of the Office Block and others authorised by the
Landlord and/or the Superior Lessor and shall include but not
by way of exception the structure, exterior and structural
walls, structural floors and structural ceilings, foundations,
structural supports and columns, the roof, window frame and
glass (other than glass forming part of the Demised Premises)
and the shafts, wiring shafts, lifts, Lift Machinery and (save
where the same shall have been for the time being demised by
the Landlord) the plant room entrance doors, gates, foyers,
landings, lobbies, staircases, hallways, reception areas,
switch rooms, corridors, toilets, disabled toilets, landscaped
areas and any areas used for the purpose of car parking to the
extent that they are not let or licensed or intended for
letting or licensing and other common facility areas within
the cartilage of the said Office Block,
1.11 THE MANAGEMENT COMPANY
"the Management Company" means such party which for the time
being has undertaken the obligations to provide the services
to the Estate Common Parts and/or the Office Common Parts.
1.12 THE RETAINED LANDS
"the retained lands" means so much of the Estate that does not
comprise the Demised Premises.
1.13 LETTABLE UNIT
"lettable unit" means those parts of the buildings within the
Estate let or licensed or intended to be let or licensed to
occupational tenants or licensees but shall not include the
Office Common Parts in those buildings.
1.14 MACHINERY
"Machinery" means all plant Machinery apparatus and equipment
required from time to time for any purpose in connection with
the Office Block (other than such as exclusively serves a
lettable unit in the Office Block) including but without
prejudice to the generality of the foregoing central
heating/air conditioning plant (if any) and fitting and
equipment.
1.15 THE LANDLORD'S SURVEYOR
"the Landlords Surveyor" means the person or persons being a
suitably qualified chartered surveyor or surveyors appointed
by the Landlord for the purposes specified herein.
1.16 SERVICE CHARGE
"the Service Charge" means the Office Service Charge and the
Landlord's Proportion of the Estate Service Charge (both as
hereinafter defined in the Third Schedule hereto) and the
Landlord's Proportion of the XXX Service Charge.
1.17 THE LANDLORD'S PROPORTION
The Landlords Proportion of the XXX Service Charge means the
proportion of the costs and expenses set out at clause 3.3 and
clause 3.4 of the First Schedule to the Superior Lease
attributable to the Estate and payable from time to time by
the Landlord.
1.18 THE SUPERIOR LEASE
"the superior lease" means the assurance of foot of which the
entity for the time being entitled to the reversion expectant
under determination of this Lease holds the Demised Premises
and which at the date hereof is a Lease dated the 2nd day of
February 2000 and made between Industrial Development Agency
(Ireland) of the one part and the Landlord of the other part.
2. INTERPRETATION
2.1 Where two or more persons are included in the expression "the
Landlord" and/or "the Tenant" the covenants which are
expressed to be made by the Landlord and/or the Tenant shall
be deemed to be made by such persons jointly and severally.
2.2 Words importing the neuter gender include the masculine or the
feminine gender (as the case may be) and words importing the
masculine gender include the feminine gender and vice versa
and words importing the singular number include the plural
number and vice versa and words importing persons shall
include firms companies and corporations and vice versa.
2.3 References to any right exercisable by the Landlord or any
right exercisable by the Tenant in common with the Landlord
shall be construed as including (where appropriate) the
exercise of such right by and in common with all other persons
authorised by the Landlord and/or the Management Company and
their and each of their agents professional advisers
prospective purchasers of any interest of the Landlord and/or
Management Company in the Demised Premises or in the Adjoining
Property contractors workmen and others and all other persons
having a like right.
2.4 Any reference to a Statute shall include any Statutory
Extension or modification or re-enactment for the time being
in force or any such Statute or any Orders Statutory
Instrument Notices Regulations Directions Bye Laws Directives
thereunder for the time being in force.
2.5 Any covenant by the Tenant not to do an act or thing shall be
deemed to include an obligation not to permit such act or
thing to be done.
2.6 The paragraph headings do not form part of this Lease and
shall not be taken into account in the construction or
interpretation thereof.
3. DEMISE
3.1 In consideration of the yearly rents (and the increases
thereof as hereinafter provided) and the covenants on the part
of the Tenant and the conditions hereinafter reserved and
contained the Landlord, and the Management Company HEREBY
DEMISE unto the Tenant ALL THAT AND THOSE the Demised Premises
TOGETHER WITH the exclusive use of 50/149 car parking spaces
shown coloured blue on Plan 3.
3.1.1 TOGETHER WITH full right and liberty for the Tenant
its permitted assigns and their permitted
under-tenants its and their servants, agents,
licensees and invitees and all other persons entitled
in common with other persons who have or hereafter
have the like right at all times hereafter by day or
by night and for all purposes with or without
vehicles to pass and re-pass along, over and upon
(subject on lot all regulations made from time to
time in relation to traffic and to the use of the
roadways forming part of the Estate) the roadways
forming part of the Estate, and over the roads
forming part of the XXX Estate.
3.1.2 The right of free passage and running of utilities
(subject to temporary interruption for necessary
repair and maintenance) to and from the Demised
Premises through the Conduits which are now or may at
any time during the Perpetuity Period be in under or
over or passing through the retained lands together
with all necessary rights and privileges necessary
for repairing and maintaining same.
3.1.3 The right 24 hours in every day (in common with the
Landlord and the other tenants of the Office Block
and all other persons similarly entitled or
authorised during the said term, their servants,
agents, invitees and licensees) to go pass and xxxxxx
over the Office Common Parts where necessary for the
purposes of obtaining access to and egress form the
demised Premises.
3.1.4 The right of support, and protection needed by the
Demised Premises from the retained lands.
EXCEPTING AND RESERVING unto the Landlord and the Management
Company and their respective tenants servants agents licensees
and all other persons entitled from time to time thereto:
3.2.1 the free right of uninterrupted passage and running
of water soil air gas electricity telephone and other
services from and to any adjoining or neighbouring
property through any Conduits which may at any time
during the said term be through in over or under the
Demised Premises or otherwise together with full
right of access at all reasonable times on giving due
notice in writing (except in cases of emergency) for
the purposes of inspecting maintaining replacing and
repairing the same the person ofr persons exercising
such rights making good any damage thereby occasioned
to the Demised Premises;
3.2.2 full right and liberty on giving due notice in
writing at all times during the said term to enter
the demised Premises in order to maintain replace or
relay electricity , post office, telecommunications
or other cables, gas mains, water mains, sewers,
drains, telecommunication systems, and all other
services to and from the Adjoining Property the
person or persons exercising such right making good
any damage thereby occasioned to the Demised
Premises;
3.2.3 full right and liberty on giving due notice in
writing at any time hereafter to execute works and
make erections upon or to erect rebuild or alter any
buildings or erections on the Adjoining Property and
to use their Adjoining Property and buildings in such
manner as they may think fit;
3.2.4 all rights easements and privileges now belonging to
or enjoyed by any adjoining or neighbouring property;
3.2.5 the rights of light air space support protection and
shelter and all other easements and rights now or
hereafter belonging to or enjoyed by such other parts
of the Office Block and/or the Adjoining Property;
3.2.6 full right and liberty at any time during the term on
giving reasonable prior notice to the Tenant (except
in the case of emergency) to enter the demised
Premises to view the state and condition of and to
repair and maintain the Adjoining Property where such
work would not otherwise be reasonably practicable;
3.2.7 all mines and minerals in or under the Demised
Premises with full power of working and getting the
same provided reasonable compensation is paid to the
Tenant for any damage thereby occasioned to the
Demised Premises;
3.2.8 the right to provide and install on the exterior of
the Demised Premises a lightening conductor should
the Landlord deem necessary;
3.2.9 the right to enter onto and remain on the Demised
Premises for the purpose of performing any obligation
or carrying out any work which the Landlord and/or
the Management Company is obliged wither to the
Tenant and/or to any other party to perform or carry
out whether under this Lease or otherwise.
HABENDUM
TO HOLD to hold the Demised Premises unto the Tenant from the
1st December 2003 for the term of twenty five years.
REDDENDUM
YIELDING AND PAYING therefor and thereout during each of the
first five years of the said term the yearly rent of
(euro)380,871 and thereafter during each of the successive
periods of five years of which the first shall begin on the
1st day of December 2008 a rent equal to (a) the rent payable
hereunder during the preceding period or (b) such revised rent
as may from time to time be ascertained in accordance with the
provisions in that behalf contained in the First Part of the
Fourth Schedule hereto (whichever shall be the greater) AND
the rent in respect of each year of the said term is to be
paid by direct debit by equal quarterly payments in advance on
the 1ST DAY OF JANUARY, 1ST DAY OF APRIL, 1ST DAY OF JULY AND
1ST DAY OF OCTOBER in every year without any deduction set off
or counterclaim whatsoever.
AND ALSO PAYING BY WAY OF ADDITIONAL RENT the amount or
amounts payable by the Tenant pursuant to the Tenant's
covenant hereinafter contained in Clause 5.2 in respect of
insurances effected form time to time by the Landlord such
additional payments to be payable at the times and in the
manner specified at the said Clause 5.2 AND ALSO PAYING BY WAY
OF ADDITIONAL RENT the amount or amounts payable by the Tenant
pursuant to the Tenant's covenant hereinafter contained in
Clause 5.5.1 in respect of the provision or the procuring by
the Landlord of the services hereinafter contained such
additional payments to be payable at the times and in the
manner hereinafter specified.
AND ALSO PAYING BY WAY OF ADDITIONAL RENT on demand all costs
damages expenses losses costs and demands which the Landlord
may from time to time incur in connection with or procuring
the remedying of any breach by the Tenant of any of the
covenants on the part of the Tenant herein contained.
4. The rent for the time being payable by the Tenant hereunder shall be
subject to increase in accordance with the provisions of the Fourth
Schedule.
5. TENANT'S COVENANTS
The Tenant to the intent that the obligations may continue throughout
the term hereby granted HEREBY COVENANTS with the Landlord as follows:-
PAY RENT
5.1 To pay the rent or increased rent herby reserved or any sums
payable thereunder on the days and in the manner herein
prescribed without any deductions.
INSURANCE PREMIUMS
5.2 To pay to the Landlord form time to time on demand without any
deductions or abatement the amount or amounts expended by the
Landlord for keeping on foot the insurance of the Demised
Premises in accordance with clause 6.2 hereunder.
INTEREST ON ARREARS
5.3 If the Tenant shall fail to pay the rent hereinbefore reserved
or any other sum reserved or made payable hereunder on the day
and in the manner herein prescribed for the payment of same
such unpaid rent or sum shall bear interest from the 14th day
after day or days on which the same shall become due to the
date of actual payment at a rate per annum of 2% (two per
cent) above the three months European Inter Bank Offered Rate
as quoted by Bank of Ireland or if there shall be no such rate
the corresponding or nearest appropriate rate thereto at the
date upon which the said sums fall due or become payable.
PAY OUTGOINGS
5.4 To pay and discharge all rates and taxes duties charges
assessments impositions and outgoings whatsoever whether
parliamentary parochial local or any other description which
are now or may at any time hereafter be charged taxed assessed
levied or imposed upon or charged taxed assessed levied or
imposed upon or payable in respect of the Demised Premises or
on the owner or occupier in respect thereof notwithstanding
any contract to the contrary except all Landlord's Income and
Capital Taxes, wealth and property taxes and to indemnify and
keep indemnified the Landlord against or arising out of same
or any expenses (legal or otherwise) in connection therewith.
PAY FOR SERVICES
5.5 To pay to the Landlord from time to time on demand without any
deduction or abatement:
5.5.1.1 30.42% of the costs and expenses incurred by the
Landlord in or about the provision of the services to
the Office Common Parts mentioned in the First Part
of the Third Schedule hereto (hereinafter called "the
Office Service Charge") payment to be made in
accordance with the provisions of the Third Part of
the Third Schedule hereto;
5.5.1.2 12.18% of the Landlords Proportion of the Estate
Service Charge (as hereinafter defined in the Second
Part of the Third Schedule) in respect of the
provision of the services to the Estate Common Parts
payment to be made in accordance with the provisions
of the Third Part of the Third Schedule hereto;
5.5.1.3 12.18% of the Landlords Proportion of the XXX Service
Charge.
PROVIDED ALWAYS THAT if the Office Block described in the
First Schedule hereto is extended or reduced (whether by way
of sale or otherwise) the said percentage referred to in
clause 5.5.1.2 and the percentage referred to in clause
5.5.1.1 and the percentage referred to in clause 5.5.1.3 shall
be agreed as between the Landlord and the Tenant and in the
absence of agreement by a chartered surveyor agreed and
appointed by the Landlord and the Tenant or in the absence of
agreement within three calendar months at the request of the
Landlord by the President for the time being of the Society of
Chartered Surveyors or any successor body.
AND FURTHER PROVIDED ALWAYS that if the gross external floor
area of the Estate less the Estate Common Parts shall be
extended or reduced the Landlords Proportion of the Estate
Service Charge shall be as agreed between the Landlord and the
Tenant and in the absence of agreement by a Chartered Surveyor
agree and appointed by the Landlord and the Tenant or in the
absence of agreement within three calendar months at the
request of the Landlord by the President for the time being of
the Society of Chartered Surveyors or any successor body.
5.5.2 The Tenant covenants to comply with all regulations made from
time to time in relation to the Estate and the enjoyment and
user of the Estate Common Parts and further agrees not to do
anything whereby any road, path, forecourt or other area over
which the Tenant may have rights of access or use or other
conveniences and easements whatsoever which may belong to or
be capable of being used or enjoyed by the Demised Premises in
common with any adjoining property may be damaged or the fair
use thereof by others may be obstructed in any manner
whatsoever.
5.5.3 The Tenant covenants to observe and be bound by all reasonable
regulations as may from time to time be made by the Landlord
in relation to the use of the Office Common Parts.
5.5.4 To pay all sums due for electricity or gas or water or other
fuel or service used or consumed by it on the Demised Premises
including any connection and hiring charges and meter rents
and to perform and observe all present and future regulations
and requirements of the electricity, gas and water supply
authorities or boards in respect of the supply and consumption
of electricity, gas and water on the Demised Premises.
COMPLY WITH ENACTMENTS
5.6 At all times during the said term to observe and comply in all
respects with the provisions and requirements of any and every
enactment for the time being in force or any orders or
regulations thereunder for the time being in force and to do
and execute or cause to be done and executed all such works as
under or by virtue of any such enactment or any orders or
regulations thereunder for the time being in force are or
shall be properly directed or necessary to be done or executed
upon or in respect of the Demised Premises or any part thereof
whether by the Landlord, Beneficial Owner Lessee Tenant or
Occupier and at all times to keep the Landlord indemnified
against all claims demands and liability in respect thereof
and without derogating from the generality of the foregoing to
comply with the requirements of any Local or other Statutory
Authority European Community Regulations, the provisions of
the Xxxxxxxxx Xxx, 0000, Health Xxx, 0000, Office Premises
Act, 1958, Housing Acts 1966 and 1969, the Safety in Xxxxxxxx
Xxx, 0000, Fire Services Xxx, 0000, Waste Management Packaging
(Amendment) Regulations 1998 and the order or orders of any
Court of competent jurisdiction.
FIRE REQUIREMENTS
5.7.1 At all times during the said term to comply with all the
reasonable requirements of the appropriate Fire Authority, the
insurers of the Demised Premises and the Landlord whether
notified or directed to the Landlord or the Tenant in relation
to fire precautions and will not obstruct the access to or
means of working any apparatus and appliances for the time
being installed in the Demised Premises or any other part of
the Office Block and will not obstruct the means fo escape
from the demised Premises or any other part of the Office
Block or lock any fire door while the Demised Premises is
occupied.
5.7.2 To keep the Demised Premises supplied with such fire fighting
equipment as the insurers fo the Demised Premises and the
Office Block may require or as the Fire Authority may require
and to maintain the same to the satisfaction in an efficient
working order.
NUISANCE
5.8 To pay to the Landlord all costs charges and expenses which
may be incurred by the Landlord in abating a nuisance caused
by the tenant in respect of the Demised Premises and to
execute all such works as may be necessary for abating such a
nuisance in obedience to a Notice lawfully served by a Local
or Public Authority or pursuant to any Court Order.
REPAIRS
5.9 To keep clean and tidy and to repair and keep in good order
repair and condition from time to time and at all times during
the term hereby created the Demised Premises and without
derogating from the generality of the foregoing and to the
extent that they do not form part of the Office Common Parts
the doors locks plate glass and other windows fixtures
fittings fastenings wires waste water drains and other pipes
and sanitary and water apparatus and central heating plant
apparatus and installations and all walls if any forming part
of the Demised Premises and all Tenant signs and name plates
affixed to the exterior wall or walls surrounding the Demised
Premises or projecting therefrom and all stays supporting same
and the painting papering and decoration thereof and to
maintain repair and keep in good working order and condition
all plant and Machinery therein which exclusively serves the
Demised Premises including the Conduits and the central
heating and air conditioning plant (if any) the sprinkler
system all boilers and all electrical and mechanical plant
Machinery equipment and apparatus (damage by any of the
Insured Risks as hereinafter defined in Cause 6.2 hereof
excepted if and so long only as Policy or Policies of
insurance shall not have been vitiated or payment of the
Policy monies withheld or refused in whole or in part by
reason of any act neglect or default of the Tenant or the
servants agents licensees or invitees of the Tenant or any
other under-tenant or person under its or their control).
PAINT INSIDE
5.10 As often as is reasonably necessary and in any event not less
than once every five years (whether determined by effluxion of
time or otherwise) to prepare and paint or treat as
appropriate in a proper and workmanlike manner all the inside
wood metal and other works of the Demised Premises usually or
requiring to be painted with two coats at least of good oil
paint or good synthetic paint AND ALSO with such painting to
white-wash colour-wash grain varnish French or wax polish
paper or otherwise decorate in a proper and workmanlike manner
and with good quality materials all such internal parts of the
Demised Premises as have been or ought properly to be so
treated AND as often as may be necessary to clean and treat in
a suitable manner for its maintenance in good condition all
inside wood metal work and stone work (whether polished or
not) not required to be painted or French polished or
distempered and to clean all tiles glazed bricks aluminium
windows and doors and similar washable surfaces.
NOT TO DAMAGE OR INTERFERE
5.11 Not to damage or interfere with the proper working of the
Machinery, utilities or Conduits in the Office Block and/or
the Estate and not to damage or interfere with the Office
Common Parts and/or the Estate Common Parts.
PERMIT ENTRY
5.12 To permit the Landlord, and/or the Superior Lessor their
Surveyors and agents with or without workmen and others at all
reasonable times after due Notice in writing (except in cases
of emergency when no Notice shall be required) to enter into
and upon and remain on the Demised Premises and every part
thereof and to take a plan of and examine the state of repair
and condition of the same and to take inventories of the
Landlord's fixtures to be yielded up at the expiration of the
said term and within two calendar Months (or sooner if
requisite) after Notice in writing to the Tenant of all
defects and wants of reparation found on such examination
shall have been given to repair and make good the same
according to such Notice and the covenants in that behalf
herein contained and in case the Tenant shall make default in
so doing it shall be lawful for the workmen or others to be
employed by the Landlord to enter upon the Demised Premises
(but without prejudice to the proviso for re-entry hereinafter
contained) and repair and restore the same and all expenses
incurred thereby shall on demand be paid by the Tenant to the
Landlord and if not paid shall be recoverable by the Landlord
as liquidated damages.
PERMIT WORKS
5.13 To permit the Landlord and/or the Superior Lessors and their
agents and workmen and other persons authorised by the
Landlord with all necessary appliances at all reasonable times
after due Notice in writing (except in cases of emergency when
no Notice shall be required) to enter upon the Demised
Premises or any part thereof to execute repairs or alterations
to or upon any Adjoining Property or to cleanse empty or
repair any of the sewers watercourses drains or gutters
belonging to the same the Landlord and others causing as
little inconvenience as possible and making good with all
practicable speed all damage to the Demised Premises thereby
occasioned.
NOT TO DO ANYTHING TO INCREASE INSURANCE OR RENDER POLICY VOID
5.14 Not to do or omit or suffer to be done or omitted any act
matter or thing whatsoever the doing or omission of which
would make void or voidable the insurance of the Office Block
or of the Landlord's fixtures and fittings therein or whereby
the rate of premium thereupon may be increased.
NOT TO OVERLOAD STRUCTURE
5.15 Not to do or permit or bring in or upon the Demised Premises
anything which may throw on the Demised Premises or on any
Adjoining Property any weight or strain in excess of that
which such premises are capable of bearing with due margin for
safety and in particular not to overload the floors or the
electrical installations or the other services of in or to the
Demised Premises nor suspend any excessive weight from the
ceilings or walls stanchions or the structure thereof.
NO BUILDINGS OR ALTERATIONS
5.16.1 Not to erect any new building or new structure on the Demised
Premises or any part thereof nor to alter add to or change the
height elevation or external architectural or decorative
design or appearance of the Demised Premises nor to merge the
Demised Premises with any Adjoining Property;
5.16.2 Not to alter divide cut maim injure or remove any of the
principal or load-bearing walls floors beams or columns of the
Demised Premises nor to make any other alterations or
additions of a structural nature to the Demised Premises;
5.16.3 Not to make any alterations or additions to the Landlord's
fixtures or to any of the Conduits without obtaining the prior
written consent of the Landlord (such consent not to be
unreasonably withheld or delayed);
5.16.4 Not to make any alterations or additions of a non-structural
nature to the Demised Premises without obtaining the prior
consent of the Landlord (which such consent not to be
unreasonably withheld);
5.16.5 The Landlord may as a condition of giving consent under any of
the said sub-clauses 5.16.3 and 5.16.4 require the Tenant to
enter into such covenants as the Landlord shall require
regarding the execution of any such works.
5.16.6 Where the Landlord is insuring any additions, alterations
and/or improvements carried out or being carried out by the
Tenant, in the event of the Tenant carrying out any
alterations or additions to the Demised Premises which
alterations or additions result in the increase in the cost of
reinstating the Demised Premises to notify the Landlord of the
increase in the reinstatement cost so as to enable the
Landlord adjust the insurance cover accordingly and to pay to
the Landlord any increased premium payable.
REMOVE UNAUTHORISED STRUCTURES
5.17 On the request in writing of the Landlord or its agent
forthwith to pull down and remove any building erection
alteration or addition erected placed or made in breach of any
of the foregoing covenants and if any portion of the Demised
Premises has been altered pulled down or removed in breach of
any of the foregoing covenants upon such request in writing as
herein provided forthwith to amend restore replace or rebuild
the Demised Premises according to the original plans and
elevations thereof.
NUISANCE
5.18 Not to do or permit not suffer to be done upon or in
connection with the Demised Premises or any part thereof or
any part of the Office Block anything which shall or may be or
become or cause a nuisance, damage, annoyance inconvenience
disturbance injury or danger to the Landlord or the owners
tenants or occupiers of any other part of the Office Block and
or the Estate and or the XXX Estate and not to permit suffer
or allow any odours, vapours, steam, water, vibrations, noises
or undesirable effects to emanate form the Demised Premises or
from any equipment or installation therein into other parts of
the Office Block and keep the Landlord fully and effectually
indemnified against all actions, proceedings, damages, costs,
expenses, claims or demands whatsoever arising out of or in
consequence of any breach or non observance of this covenant.
OBSTRUCTION OF SEWERS
5.19 Not to allow to pass into the Conduits serving the Demised
Premises any noxious or deleterious effluent or other
substance which will cause an obstruction or injure the said
Conduits and in the event of any such obstruction or injury to
make good as soon as practicable all such damage and any
damage thereby caused to the Office Block to the reasonable
satisfaction of the Landlord's Surveyor.
NO SIGNS
5.20 Not to fix or exhibit or permit to be affixed or exhibited to
or upon any part of the exterior or interior so as to be
visible from the exterior of the Demised Premises or of the
external walls windows rails or fences thereof any pole flag
aerial burglar alarm advertisement poster notice or other sign
placard or thing whatsoever except such as subject to Planning
permission shall be approved in writing by the Landlord, or
the Landlord's Surveyor such approval not to be unreasonably
withheld.
INFLAMMABLE GOODS AND NOISY MACHINERY
5.21 Not to have store or keep upon the Demised Premises or any
part thereof any substance of an explosive or of an especially
inflammable or dangerous nature or such as might increase the
risk of fire or explosion or which might attach or in any way
injure by percolation corrosion or otherwise the Demised
Premises or the keeping or use whereof may contravene any
statute or local regulation or bye-law and not to house or
operate or permit to be housed or operated in or upon the
Demised Premises or any part of the Office Block any part
thereof any engine or Machinery of any kind other than the
usual office machines and which are not likely to cause any
undue vibration or be or become a nuisance annoyance or
disturbance to any other tenants or occupiers in any adjoining
or neighbouring property.
USER
5.22 Not to use or permit the Demised Premises or any part thereof
to be used for any purpose other than for a use as
manufacturing /offices/laboratory AND for no other purpose
save with the Landlord's written consent which consent shall
not be unreasonably withheld but it is hereby AGREED AND
DECLARED that it shall be reasonable for the Landlord to
refuse its consent on the grounds that such user would result
in the Demised Premises being used for a use which would not
be commercial or trade use.
REFUSE
5.23 Unless the Landlord is providing such a service to remove and
where appropriate dispose of all refuse generated out of the
Tenant's use and occupation of the Demised Premises and in
particular, to comply with the Waste Management (Packaging )
(Amendment) Regulations 1998.
PROHIBITED USER
5.24 Not at any time to use the Demised Premises or any part
thereof or allow the same to be used for any entertainment or
for any dangerous noisy noxious or offensive trade or business
or occupation whatsoever or fro a residence or for any illegal
or immoral purposes nor permit any sale by auction to be held
on the Demised Premises.
LOCAL AUTHORITY REQUIREMENTS
5.25 At all times to comply with all requirements of the council or
the relevant Local Authority in connection with the user of
the Demised Premises for the purpose of the Tenant's business.
FORECOURT
5.26 Not to place or deposit or allow to be placed or deposited for
sale or otherwise outside any part of the Demised Premises any
goods articles or things whatsoever and not to obstruct or
allow to be obstructed the Office Common Parts or the
forecourt surrounding the Demised Premises.
CONVEYANCING ACT NOTICES
5.27 To pay to the Landlord all costs charges and expenses
(including legal costs and surveyor's fees) which may be
incurred by it incidental to the preparation and service of
any Notices under Clause 5.23 hereof and any Notices and
proceedings under Section 14 of the Conveyancing Xxx 0000
notwithstanding that forfeiture is avoided otherwise than by
relief granted by the Court and in connection with the
recovery or attempted recovery of arrears of rent or other
sums due from the Tenant or in procuring the remedying of the
breach of any covenant by the Tenant and in relation to any
application for consent required or made necessary by this
Lease whether or not the same is granted (except in cases
where the Landlord is obliged not to unreasonably withhold its
consent and the withholding of its consent is held to be
unreasonable), or whether or not the application has been
withdrawn and in relation to any application made by the
Landlord at the request of Tenant and whether or not such
application is accepted refused or withdrawn.
NOT TO ASSIGN UNDERLET OR PART WITH POSSESSION
5.28 Not to assign transfer or underlet or part with possession or
occupation of the Demised Premises or any part thereof or
suffer any person to occupy the Demises Premises or any part
thereof as a licensee but so that notwithstanding the
foregoing the Landlord shall not unreasonably withhold its
consent to an Assignment of the entire or any one floor or
part thereof or underletting of the entire or any one floor
and part thereof of the Demised Premises to an assignee or
underlessee of good and sufficient financial standing and
otherwise acceptable to the Landlord and subject to the
following provisions or such of them as may be appropriate
that is to say:-
5.28.1 The Tenant shall prior to any such Assignment or
under-letting apply to the Landlord and provide all
reasonable information concerning the proposed
transaction and concerning the proposed Assignee or
Under-Lessee as the Landlord may require;
5.28.2 The Landlord's consent to any such Assignment or
underletting shall be given in writing and shall be
given in such a manner as the Landlord shall decide
and the Tenant shall pay the reasonable costs in
connection with such consent;
5.28.4 In the case of an Under-Lease the same shall be of
the entire of any one floor or part thereof of the
Demised Premises at the then current market rent
without any deduction whatsoever and without a fine
or premium or the rent payable hereunder at the time
of the granting of such Under-Lease or proportionate
part thereof as the case may be (which ever is the
higher) and the Under-Lessee shall if required by the
Landlord enter into a direct covenant with the
Landlord to perform and observe all the covenants
(other than that for payment of the rent hereby
reserved) and condition herein contained and every
such Under-Lease shall also be subject to the
following conditions that is to say that it shall
contain:-
5.28.4.1 an unqualified covenant on the part of the
Under-Lessee not to under-lease or part with
or share the possession of the whole or part
only of the premises hereby demised;
5.28.4.2 a covenant on the part of the Under-Lessee
not to assign the premises thereby demised
without obtaining the previous consent in
writing of the Landlord under the Landlord's
Lease (if any) and of the Landlord;
5.28.4.3 a covenant condition or proviso under which
the rent reserved by the Under-Lease shall
be reviewed every five years and the Review
Dates as therein defined shall be the days
which are the Review Dates in this Lease
(notwithstanding that this provision may
necessitate a first review before the
expiration of five years form the
commencement of the Under-Lease) but
otherwise in the same terms as provided in
this Lease.
5.28.4.4 a covenant condition or proviso under which
the rent from time to time payable under
such Under-Lease shall not be less than the
rent from time to time payable hereunder or
proportionate part thereof as the case may
be;
5.28.4.5 covenants and conditions in the same terms
as nearly as circumstances admit as those
contained in this Lease.
5.28.5 In the case that nay proposed Under-Lessee is a
company the Landlord may require as a condition of
its giving consent to the underlease that the
directors of the proposed Under-Lessee Company or
other persons approved by the Landlord enter into a
personal Guarantee for payment of the rent and
compliance with the covenants contained in the Lease.
5.28.6 The Tenant shall enforce at the Tenants own expense
the performance and observance of every such
undertenant of the covenants provisions and
conditions of the underlease and shall not at any
time either expressly or by implication waive any
breach of the same.
5.28.7 The Tenant shall not agree any reviewed rent with the
undertenant nor any rent payable on any renewal
thereof without the prior written consent of the
Landlord (such consent not to be unreasonably
withheld).
5.28.8 The Tenant shall not vary the terms or accept any
surrender of any permitted underlease without the
prior written consent of the Landlord (such consent
not to be unreasonably withheld).
5.28.9 Within fourteen days of every such Assignment or
Under-Lease the Tenant shall provide Notice thereof
in writing with particulars to the Landlord's
Solicitors or Agents and shall furnish them with a
true copy of such instrument and shall pay to the
Landlord's Solicitors their reasonable legal costs
and other expenses in connection with such an
Assignment or Under-Lease.
NO OBSTRUCTION
5.29 Not to block up obstruct or enlarge any doorway passage window
light or other easement or make any new window or other
opening in the Demised Premises or in any manner obscure any
grating window or opening therein giving light to or otherwise
intended for the benefit of the Office Block or other premises
and not to give permission for any new window light opening
doorway path passage drain or other encroachment or easement
to be made into or against or upon the Demised Premises which
might be or grow to the damage annoyance or inconvenience of
the Landlord AND in case any such window ---- light opening
doorway path passage drain or other encroachment or easement
shall be made to give immediate notice thereof to the Landlord
immediately the same shall come to the notice of the Tenant
and at the request and cost of the Landlord to adopt such
means as may be reasonably required or deemed proper for
preventing any such encroachment or the acquisition of any
such easement.
PLANNING ACTS
5.30 In relation to The Planning Acts (by which expression it is
intended herein to designate The Planning & development Act,
2000 and the Planning & Xxxxxxxxxxx Xxx, 0000 any Statutory
modification or re-enactment thereof for the time being in
force and any Regulations or Orders made thereunder and if
applicable the Public Health Acts by which expression it is
intended herein to designate the Local Government (Sanitary
Services) Acts 1887 to 1964 and the Building Control Act, 1990
and any statutory modification or re-enactment thereof for the
time being in force and any Regulations and Orders made
thereunder):-
5.30.1 Not to do or omit or permit to be done or omitted
anything on or in connection with the Demised
Premises the doing or omission of which shall be a
contravention of the Planning Acts or of any Notices
Orders Licences Consents Permissions and
Conditions(if any) served made granted or imposed
thereunder or under any enactment repealed thereby
and to indemnify (as well after the expiration of the
said term by effluxion of time or otherwise as during
its continuance) and keep indemnified the Landlord
against all actions proceedings damages penalties
costs charges claims and demands in respect of such
acts and omissions or any of them and against the
costs of any application for the Planning Permission
and the works and things done in pursuance thereof;
5.30.2 In the event of the Landlord giving written consent
to any of the matters in respect of which the
Landlord's consent shall be required under the
provisions of this Lease or otherwise and in the
event of permission from any Planning Authority or
certificate from a Building Control Authority under
the Planning Acts being necessary for any addition
alteration or change in or to the Demised Premises or
for the change of user thereof to apply at the cost
of the Tenant to the Local and Planning and Building
Control Authorities as the case may be for all
consents and permissions and approvals and
certificates which may be required in connection
therewith and to furnish to the Landlord a copy of
any such application and to give notice to the
Landlord of the granting or refusal (as the case may
be) of all such consents and permission sand
approvals and certificates forthwith on the receipt
thereof and to comply with all such consents and
permissions and approvals and certificates and to
complete the work in compliance with such consents
permissions certificates and approvals and in
compliance with Building Regulations(if applicable)
and to furnish to the Landlord a Certificate of
Compliance with the relevant permission approval
consent certificate and Regulations duly completed by
an Architect having qualifications satisfactory to he
Landlord; and the Tenant will comply strictly with
the Building Regulation and will also furnish the
Landlord with copies of all applications for Fire
Safety Certificates, all Fire Safety Certificates
issued and an Architect's certificate of Opinion that
all such works have been carried out in substantial
compliance with the plans lodged with the application
for the Fire Safety Certificate as amended by any
conditions imposed by the Building Control Authority
together with an Architect's Certificate of Opinion
that all such works are in substantial compliance
with the Building Regulations.
5.30.3 To give Notice forthwith to the Landlord of any
Notice Order or Proposal for Notice or Order served
on the Tenant under the Planning and Development Acts
and if so required by the Landlord to produce the
same and at the cost of the Tenant to make or join in
making such objections or representations in respect
of any proposal as the Landlord may require;
5.30.4 To comply at its own cost with any Notice or Order
served on the Tenant under the provisions of the
Planning Acts;
5.30.5 If and when called upon so to do to produce to the
Landlord or its Surveyor all such plans documents and
other evidence as the Landlord may reasonably require
in order to satisfy itself that the provisions of
this sub-clause have been complied with in all
respects.
INSURE PLATE GLASS
5.31 To insure and keep insured the plate glass (if any) other than
the cladding in the Demised Premises in the mane of the
Landlord and Tenant in the full reinstatement costs thereof
and if required to produce the Policy and the receipt for the
latest premium.
TO GIVE NOTICE
5.32 Within seven days of the receipt of Notice of the same to five
full particulars to the Landlord of any Permission Notice or
Order made given or issued to the Tenant by any Government
Department or Local or Public Authority under or by virtue of
any statutory power and if so required by the Landlord to
produce such Permission Notice or Order or Proposal for a
Notice or Order to the Landlord and also without delay to take
all reasonable and necessary steps to comply with any such
Notice or Order and also at the request of the Landlord to
make or join with the Landlord in making objections or making
representations against or in respect of any such Notice Order
or Proposal as aforesaid as the Landlord shall deem expedient.
REVERSIONARY INTEREST
5.33 At all convenient hours in the daytime on twenty-four hours
Notice being given to permit all prospective Purchasers or
Dealers in the reversionary interests of the Landlord by order
in writing of the Landlord or its agents to view the Demised
Premises without interruption but so that no undue
interference is caused to the business of the Tenant.
RE-LETTING SIGN
5.34 To permit the Landlord and its agents and/or the Superior
Lessor on giving seven days prior written notice at any time
within six calendar months before the expiration or sooner
determination of the said term to enter upon the Demised
Premises and to fix and retain without interference upon any
suitable part or parts thereof (but not in any position likely
to interfere with the user of the Demised Premises) a Notice
Board for re-letting or disposing of the same and not to
remove or obscure the same and to permit all persons by order
in writing of the Landlord or its agents to view the Demised
Premises at all reasonable hours in the daytime without
interruption.
INDEMNITY
5.35 To indemnify and keep indemnified the Landlord against all and
any expenses costs actions claims demands damages and other
liabilities whatsoever in respect of the injury or death of
any person or damage to any property howsoever arising
directly or indirectly out of:-
5.35.1 the state of repair or condition of the Demised
Premises;
5.35.2 the existence of any alterations thereto or to the
state of repair or condition of such alteration;
5.35.3 the user of the Demised Premises;
5.35.4 any work carried out or in the course of being
carried out to the Demised Premises by the Tenant its
servants or agents sub-lessees or sub-tenants;
5.35.5 anything now or hereafter attached to or projecting
therefrom.
TO YIELD UP
5.36 At the expiration or sooner determination of the said term
quietly to yield up the Demised Premises together with all the
Landlord's fixtures and all other fixtures and fastenings that
now are or which during the said term shall be affixed or
fastened thereto (except Tenant's or trade fixtures) in such
good and substantial repair and condition as shall be in
accordance with the covenants of the part of the Tenant herein
contained and in case any of the said fixtures and fittings
shall be missing broken damaged or destroyed to forthwith
replace them with others of a similar kind and of equal value
(damage by any of the Insured Risks as hereinafter defined in
Clause 6.2 excepted if and so long only as the policy or
policies of insurance shall not have been vitiated or payment
of the policy monies withheld or refused in whole or in part
by reason of any act neglect of default of the Tenant or the
servants agents licensees of the Tenant).
TO PAY STAMP DUTY AND VAT
5.37 To pay the Landlord the Stamp Duty on this Lease and the
Counterpart thereof and to pay all Value Added Tax (if any)
whether arising on the delivery hereof or whether arising as a
result of any neglect or default by the Tenant of its rights
and/or obligations (or exercise by the Landlord of its rights)
under this Lease and/or whether arising on any payments to be
made by the Tenant under or pursuant to this Lease.
SAFETY FILE
5.38.1 In relation to any work form time to time undertaken
by or on behalf of the Tenant in on or to the demised
Premises or in the fitting out thereof to submit to
the Landlord all such drawings designs specifications
details and information as may be appropriate for the
up-dating of the Safety File maintained by the
Landlord in relation to the property comprising the
Demised Premises whether aloes or with other
premises.
5.38.2 In relation to any such work as is referred to in
Clause 5.38.1 which shall require the preparation of
a Safety File or Files ("the tenant's Safety File")
by or on behalf of the Tenant the Tenant shall open
and maintain the Tenant's Safety File and shall
ensure that copies of all entries and items which are
or should be entered thereon shall forthwith be
furnished to the Landlord and that on any assignment
of the interest of the Tenant hereunder in the
Demised Premises the Tenant's Safety File shall be
delivered to the assignee and that on the
determination (howsoever effected)of the term hereby
granted the Tenant's Safety File shall be delivered
to the Landlord.
5.38.3 Without prejudice to the Tenant's obligations to
comply with The Safety, Health and Welfare at Work
(Construction) Regulations, 1995 as amended from time
to time ("the Regulations") the Tenant covenants that
in the event that it is requested to do so by the
Landlord, it will keep safely at the Demised Premises
any Safety File provided by the Landlord and will
procure that the Safety File is updated to take
account of any works carried out to the Demised
Premises (including any fit out works carried out by
the Tenant prior to the granting of this Lease) by
the Tenant or any other party with the Tenant's
authority. The Tenant further covenants that it will
make the Safety File available to the Landlord for
inspection and/or to any other person who requires to
inspect it for the purpose of compliance by either
the Landlord and/or such other person with any duties
imposed on either of them pursuant to the Regulations
and/or make the Safety File available for inspection
by any prospective successor in title of the
Landlord. The Tenant further covenants that it will,
forthwith upon request being made of it by the
Landlord, deliver up the Safety File to the Landlord.
REGULATIONS
5.39 The Tenant agrees to be bound by any regulations made by the
Landlord and/or the management company from time to time in
respect of the Estate.
6. LANDLORDS COVENANTS
THE LANDLORD AND THE MANAGEMENT COMPANY HEREBY COVENANT WITH THE
TENANT;
QUIET ENJOYMENT
6.1 That the Tenant paying the rent hereby reserved and performing
and observing the several covenants and conditions and
agreements herein contained and on its part to be performed
and observed shall and may peaceably and quietly hold and
enjoy the premises hereby demised without interruption by the
Landlord or its assigns or any purchaser claiming under or in
trust for it.
INSURANCE
6.2 SUBJECT to the landlord being able to effect insurance against
any one or more of the risks hereinafter specified AND SUBJECT
always to such exclusions excesses and limitations as are
normal and as may be imposed by the Landlord's insurers for
the time being hereof to procure that the Demised Premises is
insured in the name of the Landlord and all Landlord's
fixtures and fittings therein or thereon including glass are
kept insured in the full reinstatement cost (to be determined
from time to time by the Landlord or its surveyor and
including an inflationary factor subject to the Tenant's right
to require the Landlord to insure for a higher amount than the
full reinstatement cost as determined by the Landlord (against
damage by fire, explosion, lightning, impact, earthquake,
aircraft, frost, floods, landslip, storm and tempest,
terrorism, riot, civil commotion and malicious damage or
bursting or over-flowing of water tanks, apparatus or pipes,
corrosion of pipes, melting of pipes, melting of cables and
including demolition and site clearance expenses, Architects
and other fees and taxes in relation to the reinstatement of
the Demised Premises and all stamp duties exigible on any
building or like contract as may be entered into relative to
the reconstruction reinstatement or repair of the Demised
Premises or any part thereof resulting form the destruction
loss or damage thereof or thereto from any of the perils
aforesaid and public liability and three years loss of rent
and service charge (subject to quotation) and against such
other risks as the Landlord may from time to time consider
prudent and desirable (all such perils and risks for the time
being so covered by insurance are herein called "the insured
risks") and such risks may be covered by any policy or
policies of insurance as the Landlord may consider
appropriate. For the purpose of this Clause, the expression
"the Demised Premises" does not include (unless otherwise
specified by the Landlord) any additions, alterations or
improvements carried out or being carried out by the Tenant to
the Demised Premises.
RE-INSTATE
6.3 In case the Demised Premises and access thereto or any part
thereof shall be destroyed or damaged by fire or from any of
the insured risks then so as to render the Demised Premises
unfit for use and occupation then (subject to the Landlord
obtaining Planning Permission and all other necessary permits
licences and approvals) and as often as shall happen to lay
out all monies received in respect of such insurance as
aforesaid (other than in respect of rent and Service Charge)
(and making up any shortfall) as soon as practical in or upon
rebuilding repairing or reinstating the Office Block and the
Demised Premises and access thereto in good and substantial
manner unless the relevant policy shall have been vitiated or
rendered less than fully effected by way, act, neglect,
default or omission on the part of the Tenant or on the part
of any person in or upon the Office Block and/or the Demised
Premises with the Tenants authority PROVIDED ALWAYS that in
the event of the Landlord being unable to reinstate the Office
Block and/or the Demised Premises due to refusal of planning
or other approvals consents or licences the Landlord having
made all reasonable efforts on a timely basis to obtain same
the Tenant agrees to surrender this Lease when called upon by
the Landlord so to do and the Landlord agrees to accept a
surrender of this Lease should the Tenant require. For the
avoidance for doubt, unless otherwise notified in writing by
the Landlord to the Tenant pursuant to Clause 6.2 the
expression "the Demised Premises" will not include any
additions, alterations or improvements carried out or being
carried out by the Tenant.
SERVICES
6.4.1 Subject to payment by the Tenant of the Service Charge as
provided by Clause 5.5.1 to use its reasonable endeavours to
procure the provision or making available of the services
specified in the Third Schedule hereto.
6.4.2 The Landlord covenants to pay the Landlords Proportion of the
Estate Service Charge as defined in the Second Part of the
Third Schedule to the person entitled thereto forthwith it is
received by the Landlord from the Tenant and will use its
reasonable endeavours to procure the provision or making
available of the services specified in the Third Schedule
hereto.
6.4.3 The Landlord covenants to pay the Landlords Proportion of the
XXX Estate Service Charge to the person entitled thereto
forthwith it is received by the Landlord form the Tenant and
will use its reasonable endeavours to procure the provision or
making available to the services specified in the Superior
Lease.
6.4.4 The Landlord further covenants to take account of all
reasonable requirements and requests of the Tenant in relation
to the provision of the services specified in the Third
Schedule hereto (and to make such reasonable requirements and
requests known to the person obliged for the time being to
provide the said services) and further, the Landlord covenants
(at the request and reasonable expense of the Tenant) to
exercise whatever rights it has against the person for the
time being obliged to provide the said services in the event
that the services are not being provided in the manner in
which the person for the time being obliged to the Landlord is
so obliged.
7. PROVIDED ALWAYS and it is hereby agreed and declared as follows:-
FORFEITURES
7.1 If:-
7.1.1 the said rent or nay interest on arrears of rent or nay sum
payable hereunder or nay part thereof shall be unpaid for 14
days after any of the days hereinbefore appointed for payment
whether the same shall have been lawfully demanded or not; or
7.1.2 any covenants on the Tenant's part herein contained shall not
be observed and performed; or
7.1.3 the Tenant being an individual or a firm shall become a
bankrupt or compound or arrange with his or its creditors or
being a Company shall go into liquidation either compulsory or
voluntary except for the purpose of reconstruction or
amalgamation; or
7.1.4 the Tenant being a Company shall permit or suffer to be
appointed a Receiver over its assets.
7.1.5 The Tenant being a Company shall permit or suffer an Examiner
to be appointed over its assets.
THEN and in any of the said cases and at any time thereafter
it shall be lawful for the Landlord or any person or persons
authorised by the Landlord to enter upon the Demised Premises
or any part thereof in the name of the whole and to repossess
the same and enjoy the same as if this Lease had not been
executed but without prejudice to any right of action or
remedy on either party in respect of any antecedent breach of
any of the covenants by the other herein contained.
SUSPENSION OF RENT
7.2 If during the said term the Demised Premises or any part
thereof shall be destroyed or damaged by any of the Insured
Risks so as to be unfit for occupation or use and the policy
or policies of insurance effected by the Landlord shall not
have been vitiated or payment of the policy monies withheld or
refused in whole or in part in consequence of any neglect or
default of the Tenant its servants agents or licensees the
rent and service charge (subject to quotation) hereby reserved
and the obligations of the Tenant as to the maintenance and
repair of the Demised Premises or a fair proportion thereof
according to the nature and extent of the damage sustained
shall be suspended until the Demised Premises with or without
the basement thereof at the discretion of the Landlord shall
have again been rendered fit for occupation or use by the
Tenant or become accessible and any dispute concerning the
provisions of this clause shall be determined by a single
arbitrator in accordance with the provisions of the
Arbitration Acts 1954 to 1998 or any statutory enactment in
that behalf for the time being in force. For the avoidance of
doubt, unless otherwise notified in writing by the Landlord to
the Tenant pursuant to Clause 6.2, the expression "the Demised
Premises" will not include any additions, alterations or
improvements carried out or being carried out by the Tenant.
NO WARRANTY
7.3 Nothing in this Lease contained shall be deemed to constitute
any warranty by the Landlord that the Demised Premises and the
Office Block or any part thereof are authorised under the
Planning Acts or otherwise for use for any specific purposes
other than the use of offices at the date of this Lease.
8. NOTICES
8.1 IN addition to any other prescribed mode of service any
Notices requiring to be served on the Tenant hereunder shall
be validly served if left addressed or sent by post to the
Tenant (or if there shall be more than one of them to any one
or more of them) at the Demised Premises or at the last known
address or addressed of the Tenant or Tenants or any of them
in the Republic of Ireland and any Notice required to be
served on the Landlord shall be validly served if left or
posted to on of the Landlords at his respective address set
out above or if the Landlord is a limited company to the
registered office of the Landlord or in either case to any
substituted address nominated by the Landlord form time to
time and notified to the Tenant and any such Notices may be
served by the Landlord's servants or agent s and be served on
the Tenant's servants or agents.
9. ARBITRATATION
9.1 All disputes which arise between the parties in connection
with this Lease or the subject matter of this Lease (except
where the same relates to forfeiture of this lease or relief
from forfeiture or matters related thereto or where the means
of resolving such dispute is expressly referred to in this
Lease) shall be decided by an Arbitrator agreed by the parties
or in default of agreement appointed by the President for the
time being of the Law Society of Ireland or in the event of
his being unwilling or unable to do so by the next Senior
Officer of the Society who is willing and able to make the
appointment.
9.2 The provisions of Clause 9.1 shall apply also to the
appointment (whether by agreement or otherwise) of any
replacement Arbitrator where the original Arbitrator (or any
replacement) has been removed by Order of the High Court or
refuses to act or who is incapable of acting or dies.
10. APPLICABLE LAW
10.1 Subject to Clause 9 hereinbefore set out this Lease shall in
all respects be governed by and interpreted in accordance with
the laws of Ireland and the Tenant hereby irrevocably agrees
that the Courts of Ireland are to have jurisdiction in all or
any disputes which arise in connection with this Lease and
that accordingly any suit, action or proceedings arising out
of or in connection with this Lease may be brought in such
Courts.
10.2 The Tenant hereby irrevocably waives any objection which they
or either or them may have now or hereafter to the taking of
any proceedings in any such Court as is referred to in this
Clause and any claim that any such proceedings have been
brought in an inconvenient forum and further irrevocably agree
that any judgement in any proceedings brought in the Courts of
Ireland shall be conclusive and binding upon them and may be
enforced in the courts of any other jurisdiction.
10.3 Nothing contained in this clause shall limit the right of the
Landlord to take proceedings against the Tenant in any other
Court of competent jurisdiction not shall the taking of
proceedings in one or more jurisdictions preclude the taking
of proceedings in any other jurisdiction whether concurrently
or not.
10.4 The Tenant agrees that proceedings may be served upon the
Tenant by delivery at the Demised Premises or at such other
address in the Republic of Ireland as the tenant may from time
to time notify to the Landlord inwriting for this purpose.
11. SEVERABILITY
11.1 If any term or provision of this Indenture shall be held to be
invalid or unenforceable in whole or in part for any reason
then such term or provision or part shall to that extent be
deemed not to form part of this Indenture but the validity and
enforceability of the remainder of this Indenture shall not be
affected.
12. PERPETUITY
12.1 If any term or provision of this Indenture would but for this
provision be void in whole or in part under the rule against
perpetuities then such tremor provision or part shall to that
extent be read and construed as if there had been included
therein a restriction limiting the vesting of future interest
in property thereby purported to be vested to the Perpetuity
Period.
13. CURRENCY
13.1 "EURIBOR" means in relation to any unpaid sum, the daily rate
for deposits in euro for the specified period applicable
thereto on Telerate (or any successor service) page 248 (or
any relevant successor page). If no such quotation is
available, EURIBOR will be the rate per annum for deposits in
euro determined to be equal to the arithmetic mean (rounded
upwards to four decimal places) of the six month rate adjusted
to reflect the number of days of default at which at least
three banks who generally provided quotes on Telerate page 248
when quotations were last available thereon was offering to
prime banks in the European Interbank Market deposits in euro
and for the specified period at or about 11.00 am on the
relevant Rate Fixing Day. For the purposes of this definition
"SPECIFIED PERIOD" means the period in respect of which
EURIBOR falls to be determined in relation to the unpaid sum;
"EURO" or "(EURO)" means the single currency of Participating
Member States.
IT IS HEREBY CERTIFIED by the parties hereto that the premises hereby demised is
situate in the Urban District of Bray.
IT IS HEREBY FURTHER CERTIFIED that Section 53 (Lease combined with Building
Agreement for a dwellinghouse/apartment) of the Stamp Duties Consolidation Act
1999 does not apply to this instrument
IT IS HEREBY FURTHER CERTIFIED that the consideration for the Lease is wholly
attributable to property which is not residential property and that the
transaction effected by this Instrument does not form part of a larger
transaction or of a series of transactions in respect of which the amount or
value of the aggregate amount or value of the consideration to other than rent
which is attributable to property which is not residential property exceeds
(euro)6,350.00
IT IS HEREBY FURTHER CERTIFIED the Tenant is a body corporate incorporated in a
member state of the European Communities or other European State which is
contracting party to the European Economic Area Agreement and having its
registered office, central administration or principal place of business within
the territory of those States.
IN WITNESS whereof the parties hereto have hereunto executed these presents the
day and year first herein WRITTEN
SIGNED SEALED AND DELIVERED
by RONAN O'CAOIMH
Witness:
SIGNED SEALED AND DELIVERED
by XXX XXXXX
Witness:
PRESENT when the COMMON SEAL
of TRINITY BIOTECH MANUFACTURING LTD
was affixed hereto:
Director:
Witness:
FIRST SCHEDULE
THE OFFICE BLOCK
ALL THAT AND THOSE the premises known as One Southern Xxxxx, XXX Business Park,
Bray, Co. Wicklow for the purposes of identification only outlined in blue on
Plan No. 3 together with the appurtenances thereto and all additions thereon and
such of the walls that divide the premises from any other property are party
walls and shall be maintained accordingly.
SECOND SCHEDULE
THE DEMISED PREMISES
ALL THAT AND THOSE the portion of the Office Block located on the ground and
second floors shown for the purposes of identification only outlined in red on
Plan No. 1 and Plan No. 2 and without derogating from the generality of the
foregoing includes:-
(a) the internal plaster surface finishes of all structural or load bearing
walls, structural or load bearing beams, structural or load bearing
pillars and structural and load bearing columns therein or which enclose
the same but not other part or parts of such walls, beams, pillars or
columns;
(b) the screeded floor finishes so that the lower limit of the Demised
Premises shall include such finishes but shall not extend below them and
in the event of any raised floors the Demised Premises shall include the
cavity below any raised floors;
(c) the cavity above any suspended ceilings but so that the upper limit of
the Demised Premises shall not extend above the surface finish of any
ceilings above such suspended ceilings;
(d) the entirety of all internal, non structural or non load bearing walls
and columns within the Demised Premises;
(e) the inner half severed medially of the internal non load bearing walls
(if any) that divide the Demised Premises from other parts of the Office
Block.
(f) the glass in the doors and door frames within the Demised Premises
(g) all cisterns, tanks, radiators, boilers, heating apparatus and conduits
within and used solely for the purposes of the Demised Premises;
(h) all additions and improvements to the Demised Premises
EXCEPTING AND RESERVING from this demise ALL THOSE the structure, exterior and
structural walls, exterior window frames and glass therein and cladding thereon,
floor slabs, foundations structural ceilings, structural supports and columns,
roof and all other parts of the Office Common Parts.
THIRD SCHEDULE
FIRST PART
(SERVICES IN RELATION TO THE OFFICE COMMON PARTS)
1. The maintenance upkeep repair cleaning and painting and as may be
necessary redecoration protection servicing and lighting of the Office
Common Parts and any landscaping maintenance.
2. The maintenance upkeep repair cleaning supply and replacement of carpet
floor coverings and light fittings in the Office Common Parts as the
Landlord may from time to time reasonably deem fit.
3. The maintenance upkeep repairing operation painting of all or any of the
following items in or in relation to the Office Common Parts or otherwise
serving the same:-
(a) the conduits, (b) the utilities
(c) the systems in the Office Block
(d) the plant and machinery serving the Office Block (whether situate
within or outside the Office Block)
(e) fixtures and fittings
(f) maintenance and cleaning equipment and materials and cleaning
machinery
(g) internal telephones (if any) close circuit T.V. (if any and
tannoys (if any)
(h) flowerbeds and external and internal landscaping (if any)
(i) the heating and ventilation plant.
4. The repair and renewal of security alarm (if any) from time to time, fire
fighting equipment (if any) from time to time (including extinguishers
and hose reels (if any) emergency lights and provision of such security
as the Landlord shall from time to time deem necessary including repair
and (where beyond economic repair) renewal of access systems and
including equipment for the control of traffic.
5. Provision for such rates as may from time to time be assessed on the
Office Common Parts and any special costs which may be charged by the
Local Authority in relation thereto.
6. The cleaning and redecoration of the external surfaces in the Office
Block.
7. The cleaning of the Office Common Parts (including windows thereof) and
the cleaning of the outside of all other glass and windows in the Office
Block provided that the Landlord may elect to include the cleaning of the
inside of the glass and windows forming part of the Demised Premises and
all other parts of the Office Block.
8. The cost of waste disposal including the cost of provision and
maintenance of equipment for handling waste (whether purchased or
leased).
9. The cost of labour fuel materials commodities and incidentals in relation
to matters particularised in this Schedule.
10. The provision of any such special or independent insurance as the
Landlord may reasonably deem fit in respect of the machinery and systems
in the Office Block and the conduits and utilities in the Office Common
Parts.
11. Provision for professional and other fees costs and charges in management
and operation of the Office Block and Value Added Tax thereon (including
but without prejudice to the generality of this Clause the fees of the
Auditor in auditing the office service costs and service charge figures
and the fees of the Landlord's Surveyor and/or managing agent and Value
Added Tax thereon).
12. The supply distribution and provision (in relation to those parts of the
Office Block equipped to receive the same) of:-
(a) hot and cold water (if installed);
(b) electricity and gas (if installed);
(c) central heating during the hours and at such times of year as may
periodically be determined by the Landlord AND in relation to any
such determination the Landlord shall have due regard to the
supply of oil or other energy to operate the central heating/ air
conditioning systems and likely requirements of the Tenant and the
occupiers for the time being of the Office Block without being
obligated to consult with them unless it so deems fit.
PROVIDED HOWEVER that where any of the said services are separately
metered to the Demised Premises or are otherwise so dealt with that the
consumption and user thereof in or in relation to the Demised Premises
can be independently ascertained the costs and expenses incurred in this
regard shall be assessed directly to and met by the Tenant on demand and
shall not be incorporated in the Service Charge.
13. At the option of the Landlord provision for the cost of insuring the
machinery in the Office Block against renewal and replacement.
14. The cost of repair renewal maintenance decoration cleaning of and
supplies to the toilets.
15. The cost of repair renewal maintenance decoration and cleaning of the
lift lobby.
16. The cost of repair maintenance upkeep operation renewal and replacement
of the lifts in the Office Block.
17. Provision of such xxxxxx and/or receptionist and reception facilities as
the Landlord considers desirable
18. Provision from time to time of such agent or agents and management
personnel for the management of the Office Block as the Landlord
considers desirable.
19. Provision of all such further or other services or amenities as the
Landlord shall with the consent of the Tenant consider ought properly to
be provided for or in connection with the Office Block or for the comfort
and convenience of the occupiers thereof PROVIDED ALWAYS that the Tenant
expressly acknowledges that the Landlord may from time to time cease to
provide, vary or add to the services to be provided to the Office Common
Parts if the Landlord shall reasonably deem it desirable for the more
efficient management security or operation of the Office Block.
The expression "professional and other fees costs and charges in the
management and operation of the Office Block" hereinbefore used shall be
deemed to include not only those costs fees outgoings and expenses and
other expenditure hereinbefore described which have been actually
disbursed incurred or made by to the Landlord's Surveyor and/or its
managing agent during the year in question but also such reasonable part
of all costs fees outgoings expenses and other expenditure hereinbefore
described and which are of a periodically recurring nature (whether
recurring by regular or irregular periods) whenever disbursed incurred or
made.
SECOND PART
(SERVICES IN RELATION TO THE ESTATE COMMON PARTS)
1. The Estate Common Parts and such portions of the retained lands which do
not form part of the estate Common Parts but which consist of car parking
spaces, access ways, open spaces (until a building or buildings has or
have been erected on such portions) are kept and maintained in good
order, repair and condition (including marking of car parking spaces) and
all other services, matters things and facilities whatsoever, necessary
or deemed desirable for the running of the Estate.
2. For the purposes of this Lease, the Estate Service Charge means the
aggregate costs, expenses and outgoings paid incurred or to be paid
incurred or borne by either the Landlord and/or the management company in
discharging the obligations executing the works and providing the
services, amenities and facilities (which without limiting the generality
of the foregoing may include the costs and expenses incurred in making,
laying, repairing, maintaining, rebuilding, decorating, cleansing,
regulating, lighting and insuring as the case may be any roadways
forecourts passageways easements party walls or fences or party
structures conduits landscape areas open spaces water features grass
margins and car parking spaces or other conveniences and easements
whatsoever which may belong to or be capable to being used or enjoyed by
the Demised Premises with any adjoining property and the costs of
providing directional signs thereon, paying rates therefore and the
provision of refuse collection therefrom and the costs of management
thereof and the cost of providing security arrangements for the Estate
and the cost of providing a bus service in the Estate) which with the
Landlord and/or the Management Company is obliged and or entitled (in its
absolute discretion) to provide to the Tenant and all persons including
bodies corporate (other than the Management Company) from time to time
who hold any part of the Estate in fee simple or a leasehold Estate
derived immediately out of the freehold interest in the Estate or any
nominee or nominees of such person or persons, and the "Landlords
Proportion of the Estate Service Charge" shall mean the proportion of the
Estate Service Charge attributable to the Office Block and payable from
time to time by the Landlord which said proportion shall be equal to the
ratio which the gross internal floor area of the Office Block bears to
the gross internal floor areas of the completed blocks in the Estate form
time to time and in this regard the certificate of the Landlord shall
(save in the case of manifest error) be conclusive and binding on the
Tenant.
3. Notwithstanding the provisions of clauses 1 and 2 of this part of this
Schedule and/or any other provision of this Lease, the Tenant expressly
acknowledges that that the Landlords Proportion of the Estate Service
Charge may form time to time include such portion of the costs, expenses,
outgoings paid, incurred or to be paid incurred or borne by either the
Landlord and/or the Management Company (as they or any of them shall in
their absolute discretion deem reasonable) in providing services,
amenities and facilities which on the basis of fairness and
reasonableness are not levied on all occupants of the Estate.
THIRD PART
1. The amount of the Service Charge (by which is meant the Office Service
Charge and the Landlords Proportion of the Estate Service Charge and the
Landlord's Proportion of the XXX Estate Service Charge) shall be
ascertained and certified annually by a Certificate (hereinafter called
"the Certificate") signed by the Auditor and the Landlord's managing
agent as soon after the end of the Landlord's financial year as may be
practicable and shall relate to such year in manner hereinafter
mentioned.
2. The expression "the Landlords financial year" shall mean the period form
1st day of January to the 31st day of December (both days inclusive) or
such other annual period as the Landlord may in its discretion from time
to time determine as being that in which the accounts of the Landlord
either generally or relating to the Office Block shall be made up and
shall notify the Tenant thereof.
3. The certificate shall state the total costs of providing the services set
out in the First Part and the Second Part of this Schedule and the cost
of the services comprised in the Superior Lease for the Landlord's
financial year to which it relates and the proportion of the Tenant's
liability hereunder and the Certificate (or a copy thereof duly certified
by the person by whom same is given) shall in relation to matters of fact
be (in absence of manifest error) conclusive evidence for the purposes
hereof of the matters which it purports to certify and shall (save in the
case of manifest error) be final and binding on the parties hereto.
4. The Landlord shall make available for inspection upon request all
receipts invoices and other documents to vouch the Certificate.
5. On the 1st day of January, the 1st day of April, the first day of July
and the 1st day of October in every year of the term hereby granted the
Tenant shall pay to the Landlord in advance such sums by equal quarterly
instalments (hereinafter referred to as " the Advance Payments") as the
Auditor and/or the Landlord and/or the Landlord's managing agent shall
from time to time at the commencement of the Landlord's financial year
certify as being fair and reasonable and on account of the Service Charge
for the said financial year PROVIDED ALWAYS that in respect of the
Landlord's financial year commencing on the 1st day of January 2000 and
the subsequent years of the term hereby granted the Advance Payments
shall be based on the actual Service Charge incurred or expended in the
Landlord's preceding financial year or, at the Landlord's sole option,
pending the ascertainment of the actual Service Charge for the preceding
financial year shall be based on the amount of the Service Charge paid or
payable by the Tenant during the preceding financial year, together with
a reasonable additional sum not exceeding a sum equal to 2% (two per
cent) plus the percentage increase in the Cost of Living Index (or should
the said Index not be available then such reasonable increase as the
Auditor and/or the Landlord may from time to time determine) from the
date of the commencement of the preceding Landlord's financial year to
the end of such year and any such interim payment shall be included as a
credit for the purposes of calculating the balance of the Service Charge
as specified in this Schedule and for the purposes of this Clause the
said Certificate shall be final and binding on the parties hereto.
6. As soon as practical after the end of each Landlord's financial year the
Landlord shall furnish to the Tenant the Certificates in respect of that
year due credit being given therein for Advance Payments made by the
Tenant in respect of the said year and upon the furnishing of the
Certificate there shall be paid by the Tenant to the Landlord on demand
the balance of the Service Charge found to be payable or there shall be
allowed by the Landlord to the Tenant any amount which may have been
overpaid by the Tenant by way of Advance Payments as the case may require
PROVIDED ALWAYS that the provisions of this sub-clause shall continue to
apply notwithstanding the expiration or sooner determination of the term
hereby granted but only in respect of the period to such expiration or
sooner determination as aforesaid.
7. If any dispute or difference shall arise in respect of this Part of this
Schedule, such dispute or difference shall be referred to the Auditor
whose decision shall (in the absence of manifest error) be final and
binding on the parties hereto in relation to matters of fact PROVIDED
that if such dispute or difference shall relate to any manifest error or
omission on the part of the Auditor or other disagreement or dispute with
the Auditor then the same shall be referred to the decision of an
independent auditor to be appointed by either party by mutual agreement
or in default to be nominated at the request of either party by the
President or the next available ranking officer for the time being of the
Institute of Chartered Accountants in Ireland.
8. In the event of the Office Block and/or the Estate being altered, added
to , extended or redeveloped, during the term hereby granted the Service
Charge may be adjusted in such manner as the Auditor and/or the Landlord
shall consider to be just and equitable and in this regard the
certificate of the Auditor shall (save in the case of manifest error) be
final and binding on the parties hereto.
FOURTH SCHEDULE
(PROVISIONS AS TO RENT REVISIONS)
In this Schedule the word "Lessor" refers to the Landlord in the within Lease
and the word "Lessee" refers to the Tenant in the within Lease.
1. The revised rent referred to in the within Lease in respect of any of the
five year periods therein mentioned may be agreed at any time between the
Lessor and the Lessee or ( in the absence of agreement) be determined not
earlier than the date of commencement of such period ("the Review Date")
by an Arbitrator such Arbitrator to be nominated (in the absence of
agreement between the parties) upon the application (made not more than
three calendar months before or at any time after the Review Date) of
either the Lessor or the Lessee by the Chairman (or other officer endowed
with the functions of such Chairman) of
(a) the Society of Chartered Surveyors in the Republic of Ireland; or
(b) such body of Professional Surveyors or Valuers as (in the event of
such Society not then being in existence) shall for the time being
have undertaken in the Republic of Ireland the functions (in the
activity of property valuation) currently performed by such
Society or (should the Chairman or other officer as aforesaid be
unwilling or unable to make the nomination) by the next Senior
Officer of such Branch or Body who is willing and able to make the
nomination (or in the event of there being no such Officer willing
and able to make the nomination or should such Body not be in
existence or not be readily identifiable) by the President (or
other officer endowed with the functions of such President) of the
Law Society of Ireland or (in the event of his being unwilling or
unable to make the nomination) by the next Senior Officer of said
Society who is willing and able to make the nomination
AND the revised rent so to be determined by the Arbitrator shall be
revised upwards only and be such as in his opinion represents at the
Review Date the full open market yearly rent for the demised premises let
as a whole without fine or premium:-
(i) on the basis of a letting with vacant possession thereof by a
willing lessor to a willing lessee for a term (commencing on the
Review Date) equal to that granted by the within-written Lease and
subject to the provisions therein set forth (other than as to the
amount of initial rent thereby reserved (but including these
provisions in relation to review of rent) and
(ii) on the assumption that at and until the Review Date all the
covenants and conditions contained in the within Lease on the part
of the Tenant shall have been fully performed and observed and
that in the event of the Demised Premises having been destroyed or
damaged the same shall then have been fully rebuilt repaired or
reinstated (as the case may be) and
(iii) having regard to other open market rental values current at
the Review Date insofar as the Arbitrator may deem same to be
pertinent to the matters under consideration by him BUT
disregarding any affect on letting value of:-
(a) the fact that the Lessee has been in occupation of the
demised premises
(b) the goodwill which shall have attached to the demised
premises by reason of the business carried out thereat
(c) any increase in rental value of the demised premises
attributable to the existence at the relevant Review Date
of any works executed by and at the expense of the Lessee
or any predecessor in title of the Lessee (or any party
lawfully occupying the demised premises or any part thereof
under the Lessee or any such predecessor) with the Lessor's
consent in writing in on or to or in respect of the demised
premises otherwise than in pursuance of an obligation on
foot of the within Lease or any agreement therefor.
2. All such arbitrations as aforesaid shall be conducted in accordance with
the provisions set forth in the Arbitration Acts 1954 and 1980 or in any
Act or Statutory Rule or Order extending amending modifying or replacing
the same for the time being in force.
3. If the Arbitrator shall relinquish his appointment or die or if it shall
become apparent that for any reason he shall be unable or shall have
become unfit or unsuited (whether because of bias or otherwise) to
complete his duties, or if he shall be removed from office by court
order, a substitute may be nominated in his place and in relation to any
such nomination the procedures hereinbefore set forth shall be deemed to
apply as though the substitution were a nomination de novo which said
procedures may be repeated as many times as may be necessary.
4. If the revised rent in respect of any period ("the Current Period") shall
not have been ascertained on or before the Review Date referable thereto
rent shall continue to be payable up to the xxxx day next succeeding the
ascertainment of the revised rent at the rate payable during the
preceding period AND on such xxxx day the Lessee shall pay to the Lessor
the appropriate instalment of the revised rent together with any
shortfall between:
(i) rent actually paid for any part of the Current Period and;
(ii) rent at the rate of the revised rent attributable to the interval
between the Review Date and such xxxx day (other than the said
appropriate instalment if payable in arrear) and together further
with interest on said shortfall such interest to be computed on a
day to day basis at a rate per annum of 3% (three per centum)
above the three months Euro Inter-Bank Offer Rate as quoted by
Allied Irish Banks Plc at closing or if there shall be no such
rate the corresponding or nearest appropriate rate thereto at the
date upon which the said sums fall due or become payable or if
there shall be no such rate at a rate as shall be equivalent to
16% (sixteen per centum).
For the purpose of this paragraph the revised rent shall be deemed
to have been ascertained on the date when the same shall have been
agreed between the parties or as the case may be on the date of
the notification to the Lessee of the award of the Arbitrator.
5. If there should be in force at the commencement or during the currency of
any particular relevant period any Statute or Order (directly or
indirectly) prohibiting or restricting an increase of rent in respect of
the demised premises the provisions of this Schedule and of the within
Lease may nevertheless be invoked or reinvoked to determine the rent
which would but for the said prohibition or restriction be payable during
such relevant period but (if appropriate) the further implementation
thereof shall be suspended in effect for such period as may be required
by Law.
6. When and so often as the revised rent shall have been ascertained
pursuant to the provisions herein set forth memoranda thereof shall
thereupon be signed by or on behalf of the Lessor and the Lessee and
shall be annexed to the within Lease and its Counterpart and the parties
shall bear their own costs in relation to the preparation and completion
of such memoranda.
