Made and entered into
on January 24, 2006
Between:
| |
Telrad Networks Ltd.
PCN 510852643
Of 14 Ha-Melacha Street, Afeq Park, Rosh Ha’Ayin
(hereinafter referred to as: the “Landlord”) |
of the first part
and between:
| |
NUR Macroprinters Ltd.
PLC 00-000000-0
Of 12 Abba Hillel Silver Street, Lod
(hereinafter referred to as: the “Tenant”) |
of the second part
| Whereas, |
The
Landlord owns the rights of title and occupation in the Leased Premises (as defined
below). |
| And Whereas, |
The
Tenant is interested in renting the said premises on an unprotected tenancy subject to
and in accordance with the provisions of this Agreement. |
| And Whereas, |
The
parties wish to define, to regulate and to formalize in writing their rights and
obligations in connection with the Premises and the
unprotected tenancy arrangement, all as hereinbefore and
hereinafter detailed in this Agreement. |
Wherefore, it is hereby agreed,
conditioned and warranted between the parties as follows:
| 1. |
The
aforementioned preamble constitutes an integral part of this Agreement. |
| |
2.1. |
The
following expressions shall bear the interpretation alongside them, save
where expressly determined otherwise under this Agreement: |
| |
"Telrad Campus" |
that
enclosed area of land known as Parcel 257 in Block 4024, which is
situated at 1 Bat Sheva Street, Lod, on
which a number of buildings are erected in
the Lod Industrial Zone according to the plan attached
herewith as Exhibit A of this Agreement
and which are designated, according to
the Town Planning Scheme, inter alia, as Lamed-Lamed Dalet
6/2(A), Lamed Dalet 1012, all in accordance
with the said Scheme. |
| |
"Leased Premises"
or "Premises" |
An
area of c. 3,390 m(2)in Building 1, comprising the first floor and the
basement area, marked on Exhibit B which is
attached to this Agreement, together with
the Public Areas. |
| |
"Public Areas" |
All
those areas outside the area of the Building which are intended to
serve the public and those entering the
Building, including roads, access routes,
sidewalks, gardens, sign posts, passageways etc. |
| |
"Dollar
Exchange Rate" |
The
representative rate of exchange of the US dollar as published by the
Bank of Israel which is known on the date of
issuing the invoice. |
| |
2.2. |
The
parties agree that any change to this Agreement by the parties with regard
to the description of the Premises, the Lease Period, the rental amount
and the manner of its payment, or on any other matter, shall only be
executed and shall only be valid if made in writing and signed by all of
the parties to this Agreement. |
| |
2.3. |
The
headings of the clauses to this Agreement do not form part of the Agreement
per se and shall not be relied upon for the purpose of its construction. |
| |
2.4. |
The
appendices to this Agreement constitute an integral part thereof. |
| |
2.5. |
The
provisions of this Agreement exhaust absolutely all of the agreements
between the parties and no regard shall be taken in respect of any
negotiations which preceded its execution or which existed at the time of
its execution, and of any warranties, representations, undertakings or
agreements which preceded or which formed a precondition of entering into
this Agreement, all of which shall be deemed null and void herewith. |
| |
Oral
warranties and notices by the directors, officers and employees of either party are
non-binding, and the parties shall be bound only by a document which has been duly
executed by its authorized signatories. |
| 3. |
The
Lease and its Duration |
| |
3.1. |
The
Landlord hereby leases to the Tenant and the Tenant hereby rents from the
Landlord the Premises for a period of 60 months commencing May 7, 2006
(hereinafter: the “Completion Date”) and terminating on
April 30, 2011 (hereinafter: the “Initial Lease Period”).
The Tenant shall have the right to extend the lease for an additional
period of 60 months, after giving a minimum of 3-month advance written
notification before the termination of the Initial Lease Period
(hereinafter: the “AdditionalLease Period”). |
| |
The
Initial Lease Period and the Additional Lease Period (or part thereof, as applicable)
shall be referred in this Agreement as the “Lease Period” and all of the
provisions of this Agreement (in the event that the Additional Lease Period is desired by
the Tenant) shall apply to them. |
2
| |
3.2. |
The
parties agree that the Tenant has the right to adapt the Premises to its own
needs even before the start of the Lease Period commencing from February
15, 2006, pursuant to the provisions of Section 7 below. The Tenant
declares and agrees that the granting of permission to perform the
adaptation works on the Premises shall not have the effect of transferring
the title to the Premises and that until the commencement of the Lease
Period it shall perform all of the said adaptation works solely as a
licensee. |
| |
3.3. |
The
parties agree that the Tenant shall be entitled to break the Initial Lease
Period after giving three (3)-month advance notification, provided that
the date of vacating the Premises shall be no earlier than thirty (30)
months from the Completion Date. |
| 4. |
The
Parties’ Warranties |
| |
4.1. |
The
Landlord hereby declares and affirms that it is the owner of the title to
the property, that it is entitled to lease the Premises to the Tenant
according to the provisions of this Agreement, and that there is no legal,
contractual or any other impediment to its entering into this Agreement
with the Tenant and/or to the performance of its obligations thereunder. |
| |
4.2. |
The
Tenant affirms that it has visited the Premises, seen them and the
surrounding area, is aware and cognizant of all of the plans and all of
the details which relate to the Premises, which may influence its entering
into this Agreement, and has found everything to be suitable in all
respects for its purposes, subject only to the delivery of the Premises
into its possession, pursuant to the provisions of this Agreement, and it
waives any claim of incompatibility and any other claim in respect of the
Premises, the ability to use them and to enter into this Agreement, save
for claims in respect of latent defects. |
| |
The
Tenant undertakes not to use the Premises for any purpose and by any means save for
the object of the rental, viz. offices and industry. |
| |
The
provisions of this Section constitute a fundamental condition of this Agreement and their
infringement shall constitute a fundamental breach of the Agreement. |
| 6. |
Rent
and Additional Payments |
| |
The
Tenant undertakes to pay the Landlord the rental amount in the installments, at the times
and in the manner detailed below: |
| |
6.1.1. |
The
monthly rental during the Initial Lease Period shall be the New Shekel
equivalent of the sum of $31,000 (thirty-one thousand US dollars), in
accordance with the Dollar Exchange Rate known on the date of issuing the
invoice, together with duly payable VAT. The rent (save in respect of the first
lease year) shall be paid by the Tenant to the Landlord in advance at quarterly
intervals on the fifth day of the month of each calendar quarter (January 5,
April 5, July 5 and October 5) against receipt of a tax invoice according to
law which shall be submitted on the 20th of each month prior to the
commencement of the new quarter for the aforesaid payment, via direct transfer
to the Landlord’s bank account in accordance with the bank account details
which shall be detailed in the tax invoice. |
3
| |
6.1.2. |
Notwithstanding
the foregoing, it is hereby clarified and agreed that the rent for the Initial
Lease Period in a total sum of $372,000 shall be paid during the course of 2006
in three equal installments, each of $124,000 (one hundred twenty-four thousand
dollars) which shall be paid at the times listed below: the first payment
within one week of the date of signing this Agreement, the second payment in
the first week of April 2006, and the third and final payment in the first week
of July 2006. |
| |
6.1.3. |
It
is agreed between the parties that the Tenant shall pay municipal taxes in
respect of the leased area as detailed in Exhibit B for a
period of two and a half months, in the course of which the adaptation works
shall be carried out, according to the work and industry tariff in Area A in
Lod. The municipal tax payment shall be made by February 15, 2006. |
| |
6.1.4. |
In
the event that after 30 months from the beginning of the Initial Lease Period
the Tenant commits to the Landlord that it will not bring the lease to an end
prior to the termination of the Initial Lease Period, the following provisions
shall apply: |
| |
A. |
The
monthly rental sums during the remaining 30 months of the Initial Lease
Period shall stand, notwithstanding the terms of Section 6.1.1 above, at
the New Shekel equivalent of the sum of $30,500 (thirty thousand five
hundred US dollars) in accordance with the Dollar Exchange Rate known on
the date of issuing the invoice, together with duly payable VAT. |
| |
B. |
The
Landlord shall credit the Tenant with the sum of $500 (five hundred dollars)
per month retroactively from the date of the commencement of the lease,
i.e. a total of $15,500 (fifteen thousand five hundred dollars). The
Tenant will be entitled to deduct the amount credited from the two final
rental payments of the Initial Lease Period. |
| |
6.1.5. |
In
the event that the Tenant decides to continue the lease as stated in Section
6.1.4 above, and if the Tenant shall transfer its executive offices to the
Telrad Campus for a minimum period of 30 months, and hire an additional area on
the Campus of at least 2,000 m² during the Initial Lease Period, the
following provisions shall apply: |
| |
A. |
The
monthly rental for the remaining 30 months of the Initial Lease Period shall
amount, notwithstanding the provisions of Section 6.1 above, to the New
Shekel equivalent of the sum of $30,000 (thirty thousand US dollars) in
accordance with the Dollar Exchange Rate known on the date of issuing the
invoice, together with duly payable VAT. |
| |
B. |
The
Landlord shall credit the Tenant with an additional five hundred dollars
($500) per month, retroactively from the date of the Tenant’s entry
into the additional premises and until the commencement of the Lease
Period, but no more than the sum of fifteen thousand five hundred US
dollars ($15,500). The Tenant shall be entitled to deduct the credit
amount from the initial rental payments for the additional premises. |
4
| |
6.1.6. |
The
Landlord shall be entitled to increase the rental amount during the Additional
Lease Period at a rate which shall not exceed by 5% the rental sums that are
paid in practice by the Tenant at the end of the Initial Lease Period. |
| |
6.1.7. |
The
rental amounts include: |
| |
— |
Use
of the area containing the Premises. |
| |
— |
50
parking spaces according to the plan attached herewith as Exhibit B. |
| |
— |
Construction
of coverings, partitioning walls between the lots of the Landlord and the Tenant, and
entrance doors, all as shown on the plan contained in Exhibit D-2. |
| |
— |
Payment
of municipal property taxes. |
| |
— |
Management
and service charges. |
| |
For
the avoidance of doubt, it is hereby clarified and agreed that the rental sums do not
include any payment on account of electricity and telephone charges, which shall be paid
in accordance with the Tenant’s usage, as well as the payment of any taxes and/or
fees and/or any other dues which apply to the Tenant by force of law. |
| |
All
payments in respect of electricity shall be paid to the Landlord within 10 days of the
date on which the receipt is received by the Landlord. The formula for calculating
electricity consumption by the Tenant is attached herewith as Exhibit C of
this Agreement. |
| |
6.1.8. |
Additional
parking spaces on the Campus beyond 50 spaces shall be at a monthly cost
of $40 + VAT per parking space. |
| |
6.1.9. |
Municipal
property taxes shall be paid commencing from February 15, 2005, in
accordance with the provisions of Exhibit C. |
| |
6.1.10. |
The
Landlord shall bear any land tax and any other tax that derives from the
ownership of the Premises. |
| |
6.2. |
Failure
to Meet Payments |
| |
6.2.1. |
In
the event that the Tenant fails to discharge any of the Tenant’s
payments that it is obligated to make under this Agreement, immediately
upon the demand of the competent authority or of the Landlord, then
without derogating from this obligation the Landlord shall be entitled,
after giving written notification to the Tenant ten business days in
advance, to discharge these accounts at the Tenant’s expense and the
Tenant shall be obligated to reimburse the Landlord for the full amounts
paid out by it to cover any of the Tenant’s payments as stated within
7 days of the Landlord’s first demand for such reimbursement. |
| |
6.2.2. |
For
the avoidance of doubt, it is hereby clarified that the obligation to pay
the rental amounts and all other sums which are owed to the Landlord by
the Tenant, rests absolutely on the Tenant from the beginning of the Lease
Period and until the vacation of the Premises or the termination of the
Lease Period – whichever is the later – and the failure of the
Landlord to issue a rental account shall not derogate from this duty on
the Tenant’s part. |
5
| 7. |
Performance
of Adaptation Works on the Premises |
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7.1. |
The
Tenant shall perform, at its own expense, the works specified in Exhibit D-1 attached
to this Agreement (hereinafter: the “Tenant’s Works”).
None of the Tenant’s Works shall be carried out before receiving the
prior approval of the Landlord and/or an agent on its behalf. |
| |
7.2. |
The
Tenant shall deliver to the Landlord, before performing the Tenant’s
Works, confirmation of taking out “works in progress” insurance,
as detailed in Exhibit E of this Agreement. |
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7.3. |
Both
during the Tenant’s Works and after their execution, the Tenant shall
ensure that the area is clear of all waste, and is left in a state which
befits the level of the Premises. |
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7.4. |
All
of the systems performed by the Landlord and all of the improvements, the
changes and the additions made by the Tenant during the Lease Period,
subject to the provisions of Section 12 below, which cannot be removed
from the Premises, shall transfer, at the termination of the Lease Period
or upon the rescission of this Agreement, including by virtue of a change
in the Tenant, to the domain and the ownership of the Landlord, subject to
returning the Premises to the same state in which they were originally
delivered to the Tenant. |
| |
7.5 |
The
Landlord will perform, at its own liability, the works specified in Exhibit D-2 attached
to this Agreement (hereinafter: the “Landlord’s Works”). The Tenant
shall pay the Landlord in respect of the Landlord’s Works the New Shekel equivalent
of the sum of seventy thousand US dollars ($70,000). This sum shall be paid in three
equal installments each amounting to the New Shekel equivalent of the sum of $23,333
(twenty-three thousand three hundred thirty-three US dollars) at the time of paying the
rental amounts for the Initial Lease Period, as specified in Section 6.1.2 above, and
shall be added to these payments. |
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7.6 |
The
Tenant’s Works and the Landlord’s Works shall commence and shall be executed in
accordance with the timeframe specified in Exhibits D-1 and D-2,
respectively. The Landlord shall indemnify the Tenant immediately on its first request in
respect of any direct damage caused to the Tenant as a result of the Landlord’s
failure to comply with the timeframe for performing the Landlord’s Works as
specified in Exhibit D-2, together with a period of up to seven
calendar days, save where the said failure is caused as a result of an act and/or
omission of the Tenant and/or any changes in the plans submitted to the Landlord by the
Tenant. |
| 8. |
Completion
and Delivery |
| |
8.1. |
The
Landlord undertakes that by no later than the Completion Date it will
deliver the Premises to the Tenant’s custody. The Tenant undertakes
to receive the Premises to its custody on the Completion Date pursuant to
the provisions of this Agreement. |
| |
8.2. |
The
Tenant shall be entitled to examine the Premises before the Completion Date,
after advance coordination with the Landlord, and shall be obligated to
examine the Premises at the time of completion. The Landlord shall enable
the Tenant to perform these examinations. |
6
| 9. |
No
Application of the Tenants’ Protection Law |
| |
9.1. |
The
Tenant declares and agrees that the construction of the Premises was
completed after August 20, 1968, such that the provisions of the Tenants’ Protection
(Consolidated Version) Law, 5732-1972, or any other law in its stead
(hereinafter: the “Tenants’ Protection Law”), shall
not apply to the Premises and the rental therein. The Tenant similarly
affirms that, other than the rental amounts specified in Section 6 and the
additional payments detailed in Exhibit C of the
Agreement, it has not paid and is not paying the Landlord any amount
whatsoever in respect of the rental and the use of the Premises, whether
by way of key money, or in any other manner, and that it shall not be
entitled to key money and to any payment whatsoever in respect of its
vacation of the Premises. |
| |
9.2. |
The
Tenant affirms that in the event that any investments are made by it in
respect of the Premises, including to the equipment and appurtenances
therein, these shall be made solely for its own needs, and it shall be
estopped from claiming that these investments constitute key money or
other similar payment or consideration which might otherwise entitle it to
any rights in the Premises, including a right to a protected tenancy. The
Tenant shall be similarly estopped from demanding of the Landlord any
reimbursement and/or contribution, in whole or in part, with regard to the
aforesaid investments, and Section 12 of this Agreement shall apply in
their respect. |
| 10. |
Management
of the Premises |
| |
The
management and maintenance of the building on the Premises and the Public Areas shall be
performed by the Landlord and/or agents on its behalf (including the management
corporation) and at its liability, subject to the payment of the rental amounts by the
Tenant and subject to the payments stipulated in Exhibit C. |
| |
11.1. |
The
Tenant is responsible for obtaining from the authorities all of the licenses
and/or permits and/or authorizations required by law for managing a
business on the Premises, within the framework of the object of the
tenancy (hereinafter: the “Licenses”) and it undertakes
to manage them solely in accordance with the aforesaid Licenses and the
requirements of the law and of any competent authority. |
| |
The
Tenant undertakes that it has examined and is aware of the fact that the aforesaid
Licenses are in fact obtainable and that the Landlord shall bear no liability in the event
that the Tenant does not succeed in obtaining them. |
| |
It
is agreed that the failure to obtain any of the said Licenses shall not release the Tenant
from any of its undertakings according to this Agreement. |
| |
11.2. |
The
Tenant shall not hold any materials, tools, equipment, products, stock or
any other chattels whatsoever (hereinafter collectively referred to as the
“Chattels”) outside of the Premises, without the
Landlord’s consent. In the event that any Chattels belonging to the
Tenant are found outside of the Premises without having obtained the
Landlord’s consent in this regard, the Landlord shall give the Tenant
a warning to remove the Chattels and stating that, if they are not removed
within forty-eight (48) hours, the Landlord shall be entitled to remove
them from their location at the Tenant’s expense and the Landlord
shall bear no liability for their state. |
7
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11.3. |
The
Tenant shall comply with all legislation, regulations and bye-laws which
apply to the Premises, to the use therein, and to the business, the work
and the activities performed therein. |
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11.4. |
No
use shall be made of the Premises or any part thereof in a manner which
causes noises, smells, tremors, pollution, smoke, dust and other nuisances
which deviate from what is legally permitted. |
| |
11.5. |
The
Tenant shall not discharge into the sewage system waste whose quality or
quantity is liable to injure the said system, or to injure its proper
functioning. |
| |
In
this regard, “sewage system” shall mean: central sewage or septic tanks, as well
as a channeling and drainage system and water purification devices, depending on what
actually exists. |
| |
The
Tenant shall ensure that no solid materials liable to harm or to block pipes or channels
and to cause damage to the sewage piping, the control mechanism, the measuring or the
purification devices, are found in the sewage effluent. |
| |
11.6. |
The
Tenant undertakes not to hang, not to erect and not to affix any signposts,
marks or promotional materials on any part of the building in which the
Premises are situated, without the Landlord’s advance approval. |
| |
11.7. |
The
Tenant shall use the Premises and the surrounding area in a manner which
causes no disturbance to other residents on the Telrad Campus. |
| 12. |
Prohibition
Against Changes |
| |
12.1. |
The
Tenant undertakes not to make and not to perform any changes, modifications,
improvements, additions, or any other building works of any description,
to the Premises (all of which shall hereinafter be called, collectively,
the “Works”) without receiving the advance written
approval of the Landlord. |
| |
Especially
emphasized in this regard is the prohibition on erecting shutters or air conditioning in
the Premises without the Landlord’s advance written approval, and in the manner and
form determined by the Landlord. If Works are performed without obtaining the
Landlord’s consent, then without derogating from its entitlement to regard such Works
as a breach of this contact, the Landlord shall be entitled: |
| |
12.1.1. |
To
require the Tenant to demolish and/or to dismantle and/or to remove the Works
from the Premises, and in such case the Tenant will be obligated to perform all
of the repairs to the Premises attendant thereon, in order to bring the
Premises to the state in which they existed before the Works were executed, and
to complete the same within 14 days of the Landlord’s request. In the
event that the Tenant fails to take such action, the Landlord shall be entitled
to do so, at the Tenant’s expense, or – |
| |
12.1.2. |
To
leave the Works in the Landlord’s possession and the Tenant agrees that
the Works shall be the exclusive property of the Landlord and the Tenant shall
not be entitled to anything in respect of the Works. |
| |
12.2. |
If
Works are performed with the Landlord’s consent, then at the time of
vacating the Premises the Tenant shall have the choice of either: |
8
| |
12.2.1. |
Demolishing
and/or removing the Works from the Premises, and in such case the Tenant will
be obligated to make all of the necessary repairs to the Premises required as a
result in order to restore that part of the Premises, in which the Works were
performed, to its former state before the Works were executed, and to conclude
all this by no later than the end of the Lease Period according to this
Agreement. If the Tenant fails to act in this manner, the Landlord shall be
entitled to do so at the Tenant’s expense; |
| |
12.2.2. |
With
the Landlord’s advance written consent, to leave the Works on the
Premises, and in such case they will become the Landlord’s possession and
the Tenant shall not be entitled to anything in respect of the Works. |
| |
12.3. |
It
is hereby agreed that changes made to the Premises, with the Landlord’s
consent, which are not fixed in a permanent manner to the Premises and which
are capable of being undone, such as moveable walls, chandeliers, lights, air
conditioning units, lifting equipment etc., are the sole possession of the
Tenant and shall be dismantled by the Tenant, if it so wishes, by the end of
the tenancy, and the Tenant shall restore the Premises to the same usable state
in which it received the Premises before the completion. |
| 13. |
Preservation
of the Premises |
| |
13.1. |
The
Tenant undertakes to use the Premises in a cautious and reasonable manner, to
preserve their cleanliness and the cleanliness of the surrounding area, and to
avoid any harm or damage to the Premises, including any of the appliances which
benefit the Premises per se or together with premises leased to others, save
for regular and fair wear and tear and save for defects which are the Landlord’s
responsibility and/or defects in the infrastructures or in the structure of the
Premises, the duty to repair which rests on the Landlord, who shall perform
these repairs within 14 days of the date of which it is made aware of them by
the Tenant. |
| |
13.2. |
The
Tenant shall be obligated to cure within a reasonable time any damage and/or
disrepair caused to the Premises and to the appliances as stated in Section
13.1 above, and to install within a reasonable time a replica of any appliance
installed in the Premises, which has been destroyed or ruined, save for faults
and/or defects and/or damage which are caused as a result of regular and fair
wear and tear of the Premises and of the appliances thereon. |
| |
13.3. |
If
the Tenant and/or Landlord fail to carry out any repair which either party is
obligated to perform, or fail to replace any unit which it is obligated to
replace, the other party shall be entitled, but not obligated, to do so, at the
expense of the party on whom the repairing responsibility rests. |
| 14. |
Warranty
and Indemnification |
| |
14.1. |
The
parties’ warranty in respect of damage caused as a result of and/or in
connection with the tenancy, in accordance with this Agreement, shall be as
prescribed by law. |
| |
14.2. |
Without
derogating from the generality of the foregoing: |
9
| |
14.2.1. |
The
Tenant shall not be liable for any damage and/or disrepair to the Premises
which emanates from fair wear and tear and/or the reasonable use of the
Premises. |
| |
14.2.2. |
The
parties release each other, in a reciprocal manner, from liability for any
consequential loss and/or consequential damage in general, and for any loss of
profits, injury to goodwill and loss of business opportunities in particular. |
| |
14.3 |
The
parties shall indemnify one another in respect of any amount which they shall be
obligated to pay according to a final and absolute judgment, including reasonable court
expenses incurred, as a result of any action that may be filed in connection with damage
for which they are responsible according to Section 14 herein, provided they undertake to
notify the other party at the earliest opportunity of the receipt of such an action, in
order to enable it to defend itself and to collaborate with the other party. |
| |
The
parties’ undertakings on the subject of insurance are contained in Exhibit
E of this Agreement and in the insurance certificates attached herewith as
Exhibit E of this Agreement. |
| 16. |
Landlord’s
Access to the Premises |
| |
16.1. |
The
Landlord and/or its proxies and/or any of its agents retain the right to
build on the Premises or thereabouts additional floors and/or to perform
other building works on the Telrad Campus and/or to transfer by way of (or
on the surface of) the Premises any pipes, gutters and other conduits in
respect of water, sewage, channeling, gas, electricity or telephone
services, or for any other similar purpose, provided that the use of the
aforesaid powers shall be made in the manner which causes, insofar as is
reasonably possible, the least inconvenience and disruption. |
| |
The
Landlord shall carry out, or shall ensure that its proxies or agents carry out, in those
parts of the Premises which are damaged as a result of the aforesaid Works, all repairs
which are reasonably required in order to restore the Premises to their previous state, to
the extent this is possible. |
| |
16.2. |
The
Landlord or its attorneys retain the right, after prior coordination with
the Tenant: |
| |
16.2.1. |
To
enter the Premises at any reasonable time in order to check whether the terms
of this Agreement are being fulfilled. |
| |
16.2.2. |
To
enter the Premises at any reasonable time in order to carry out repairs in
the area of the Premises which are required for the Premises or parts
thereof. |
| |
16.2.3. |
In
the final three months of the tenancy, to enter into the Premises during
normal working hours, accompanied by visitors. |
| |
16.3. |
The
Tenant undertakes not to prevent access to the Landlord of the kind
specified in Section 16.2.2 above and to enable it to perform the Works
stated in that clause. |
| |
16.4. |
In
addition to the foregoing, the Landlord, the management corporation and/or
any of their agents are entitled to enter the Premises at any time when
this is required in order to avoid immediate damage. |
10
| 17. |
Prohibition
Against Assignment of Rights |
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17.1. |
The
Tenant shall not be entitled to transfer and/or to assign its rights in
accordance with this Agreement, whether in whole or in part, unless it has
received the Landlord’s advance written consent to do so. If the
Landlord stipulates conditions for granting the aforesaid consent the
Tenant shall not be entitled to transfer and/or to assign its rights
before all these preconditions have been fulfilled. |
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The
Landlord shall have total and absolute discretion to refuse to grant the aforesaid
consent, and without derogating from the foregoing, the Landlord’s refusal on the
grounds of the non-compatibility of the transferee/assignee to the range of businesses on
the Telrad Campus and/or matters connected to the good name and/or reliability and/or
economic ability of the transferee/assignee and/or its business, and/or the object of its
business, will not be regarded as an unjustified and/or unreasonable refusal. |
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17.2. |
Without
derogating from the generality of the foregoing, it is hereby agreed that the
Tenant shall be entitled to lease any part of the Premises by way of
sub-rental, subject to the Landlord’s advance written consent regarding
the identity of the sub-tenant. The Landlord shall not object to the aforesaid
sub-rental, save on reasonable grounds. It is hereby clarified and agreed that
the Tenant shall remain liable vis-à-vis the Landlord for the
fulfillment of its obligations under this Agreement, also in respect of the
area that is leased out on sub-rental in the aforesaid manner. The sub-tenant
shall give advance confirmation to the Landlord, in writing, that the
sub-rental will lapse immediately upon the termination and/or annulment of this
tenancy agreement. |
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17.3. |
The
provisions of this clause constitute a fundamental term of the Agreement and
their infringement, in whole or in part, shall constitute a fundamental breach
of the Agreement. |
| 18. |
Vacating
the Premises |
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18.1. |
18.1.1. |
The Tenant undertakes that by no later than the end of the Initial Lease Period
and/or the end of the Additional Lease Period and/or if the Agreement is
annulled by any one of the parties due to its breach by the other party, it
will vacate the Premises and return them to the Landlord. The Tenant undertakes
that at the time of vacating the Premises and returning same to the Landlord
the Premises will be vacant and clear of any person or object, in the same
good, orderly and whole condition as it received them, subject to normal wear
and tear caused during the rental of the Premises. For the avoidance of doubts,
it is hereby agreed that the Premises will be returned to the Landlord in the
same condition as it received them from the Landlord, with the exception of
fair wear and tear. |
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18.1.2. |
The
Tenant will deliver to the Landlord, within 30 days of the date of vacating the
Premises, confirmations from any municipal and/or governmental authority of the
fact that it has discharged all of its obligations towards them according to
this Agreement. |
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If
the Tenant does not furnish all of the said certificates in a timely manner, the Landlord
may avail itself of all of the rights afforded to it by law and according to this
Agreement. |
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18.2. |
In
respect of any day of delay in vacating the Premises beyond five days of
delay, then, without derogating from the Landlord’s right to exercise
its rights in any manner that it sees fit, and without derogating from any
other right to which the Landlord is entitled by law and/or under the
Agreement in the above circumstances, the Tenant shall pay the Landlord
due use fees amounting to $1,000, together with VAT, for each day, as
liquidated damages. The said use fees shall be linked to the consumer
price index. |
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The
Tenant will be similarly responsible for payment of the management fees, together with
VAT, the municipal taxes and other payments according to this Agreement in respect of the
period of delay in vacating the Premises, and it is hereby agreed that with regard to the
payment of the aforesaid management fees a delay of part only of a month in vacating the
Premises shall be regarded as a delay of a whole month. |
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The
time for payment of the liquidated damages in respect of every day of delay in vacating
the Premises shall be at the commencement of each such day of delay. |
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It
is expressly agreed and warranted between the parties that the sum of liquidated damages
has been set after a considered and level-headed assessment, taking into account the
reasonable proportion of damages which are foreseeable at the time of entering into this
Agreement, which would be caused to the Landlord as a result of the non-vacation of the
Premises by the Tenant at the aforesaid time, and the Tenant shall not be allowed to make
any claim to the effect that the said amount was set by way of a fine, and the Tenant
shall be estopped from making such a claim. |
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18.3. |
The
parties expressly agree and warrant that none of the provisions of Section
18.2 above shall have the effect of releasing the Tenant from its
obligations according to Section 18.1 above, and/or of granting the Tenant
any right whatsoever, including, but without derogating from the
generality of the foregoing, any protected tenancy right under the Tenants’ protection
Law, and/or of constituting an agreement by the Landlord to an extension
of the Lease Period in the Premises by the Tenant and/or of constituting
any kind of waiver on the part of the Landlord to the Tenant and/or of
derogating from or diminishing any of its entitlements and/or of injuring
the Landlord’s right to receive any other relief and remedy according
to this Agreement and by law, including the Tenant’s dispossession
from the Premises. |
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18.4. |
Without
derogating from any other entitlement to which the Landlord may be
entitled according to any law, in the event that at the time of vacating
the Premises and returning them to the Landlord, the Premises will not be
in the condition as described in Section 18.1 above, the Landlord shall
have the option of receiving from the Tenant, immediately on its first
demand, all of the reasonable expenses paid out by the Landlord in order
to restore the Premises to the state in which the Tenant was under an
obligation to return them to the Landlord, together with all of the
reasonable expenses entailed therein, or to determine that the Tenant has
not vacated the Premises as required under the terms of the Agreement, in
which case the provisions of the Agreement governing the non-vacation of
the Premises by the Tenant in a timely manner will apply. |
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18.5. |
In
addition to any right to which the Landlord shall be entitled according to
any law and this Agreement, in the event that the Tenant does not vacate
the Premises in a timely manner, the Landlord or anyone appointed by it
shall be competent and entitled, and the Tenant hereby gives its consent
and authorization, to terminate immediately the supply of water,
electricity, air conditioning and other services to the Premises and/or to
the Tenant, in Landlord’s absolute discretion, and the Tenant hereby
waives any claim and/or action and/or demand in this regard. |
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18.6. |
If
the Tenant fails to vacate the Premises on time, or fails to comply with any
of the terms in respect of vacating the Premises, the Tenant shall be
regarded as an intruding trespasser and an encroacher on the Landlord’s
territory, to all intents and purposes. |
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18.7. |
The
provisions of this clause constitute a fundamental term of this Agreement. |
| 19. |
Guarantees
and Collaterals |
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19.1. |
As
security for the fulfillment of the Tenant’s obligations under this
Agreement, the Tenant undertakes to furnish, at the time of signing this
Agreement, an autonomous bank guarantee to the NIS equivalent of $93,000
which shall remain in force for the duration of this Agreement and 60 days
after the termination of its validity, according to the wording attached
herewith in Exhibit F of the Agreement. |
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19.2. |
The
Landlord shall be entitled to present the guarantee for payment in the event
that the Tenant does not perform any or all of its obligations pursuant to
this Agreement, to the Landlord’s satisfaction, and according to the
prescribed time schedule, provided that the Landlord has given the Tenant
14 days advance written notification and the breach is not cured within
that time. |
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19.3. |
Nothing
in the foregoing shall release the Tenant from the full and precise
fulfillment of its obligations according to this Agreement or impose any
obligation whatsoever on the Landlord. |
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19.4. |
Delivery
of the aforesaid guarantee is a precondition of this Agreement’s
entry into force. |
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Any
delay in any payment by the Tenant shall bear interest at the maximal rate permitted
according to the law at that time, and if there is no legal restriction on the rate of
interest, interest for delay at the maximal rate charged by Bank Leumi Le-Israel Ltd. for
unauthorized overdrafts at that time in respect of the period of delay, none of which
shall derogate from the right of the Landlord and/or the management corporation to
compensation at a higher rate for any other relief. |
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The
written authorization of any branch director of the Bank regarding the rate of interest as
aforesaid shall constitute proof as to the rate of such interest. |
| 21. |
Infringement
and Remedies |
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21.1. |
Any
party which breaches or fails to perform any of its obligations under this
Agreement shall be obligated to compensate the performing party for all of
the damage and losses sustained by it as a result, without derogating from
the right of the party not in breach to any alternative and/or additional
relief and remedy, including specific performance and an eviction order. |
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21.2. |
The
Landlord shall be entitled to annul this Agreement, notwithstanding any
provision of the Agreement in relation to the Lease Period, and to require
the Tenant to immediately vacate the Premises after giving ten (10) days
advance notification (hereinafter: the “Annulment Notice”)
and to restore the possession therein to the Landlord in each of the
following cases: |
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21.2.1 |
The
Tenant commits a fundamental breach of this Agreement or any of its fundamental terms and
does not cure this breach within 14 days of the date of receiving the notice from the
Landlord. |
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21.2.2. |
The
Tenant breaches this Agreement in a non-fundamental manner and does not cure
the breach within 30 days of the date it is required to do so. |
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21.2.3. |
A
motion is submitted to the competent court for the Tenant’s liquidation,
the appointment of a trustee, liquidator, temporary liquidator,
pre-liquidator, receiver of a substantial portion of the Tenant’s
assets, and an order is made according to the motion or the motion was not
cancelled or was dismissed within 90 days of the date of its submission to
the court and/or if the Tenant has filed a motion for its own liquidation
and/or for forming a creditors’ arrangement. |
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21.3. |
If
Annulment Notices are given, the terms of this Agreement governing vacation
shall apply, together with the following provisions: |
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The
Tenant shall be liable to reimburse the Landlord and the management corporation,
immediately upon their first demand in writing, for any expenses, damage and losses
sustained by them on account of the breach of the Agreement by the Tenant. Notwithstanding
the foregoing, an Annulment Notice which is sent by the Landlord pursuant to sub-section
[19.2.3][sic. 21.2.3] above shall not be considered as a breach of Agreement by the Tenant
and shall not entitle the Landlord to any right of compensation as aforesaid. |
| 22. |
Transfer
of Rights by the Landlord |
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22.1 |
The
Landlord is entitled to lease and/or to sell its rights in the Building and/or the
Premises, in whole or in part, for any purpose (including a similar object to the object
of the tenancy) which it shall deem fit, without derogating from the Tenant’s rights
under this Agreement, and the substitute landlord shall commit in writing to comply with
all of the Landlord’s obligations pursuant to the provisions of this Agreement. |
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22.2 |
The
Tenant affirms that it is aware that the Landlord gives no commitment that in the other
units of the Building, or anywhere else in the area, no businesses will be conducted
which are identical to or in competition with the business conducted by the Tenant in the
Premises. |
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23.1. |
No
conduct on the part of either of the parties to this Agreement shall be
regarded as a waiver of any of its rights under this Agreement or pursuant
to any law, or as a waiver or agreement on its part to any breach or
non-fulfillment of the terms of this Agreement by the other party, or as
granting a postponement or extension to perform any act which the other
party is obligated to perform, or as modifying, annulling or adding any
condition whatsoever, unless the waiver, the postponement, the
modification, the annulment or the addition was made expressly and in
writing. |
15
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23.2. |
It
is affirmed and agreed that the provisions of this rental Agreement override
the provisions of the Hire and Loan Law, 5731-1971, insofar as it is
possible to override them. |
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23.3. |
The
parties agree that the authorized court in the city of Tel-Aviv shall have
the sole and exclusive juridical competence on all matters relating to
this Agreement and the communications thereunder. |
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23.4. |
This
Agreement and the exhibits thereto contain and encapsulate all of the
relations, rights and obligations between the Landlord and the Tenant in
an exclusive and absolute manner. |
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23.5. |
The
parties hereby affirm that they have entered into this Agreement after due
investigation and examination, and that no party has relied on any
information, save for that which is expressly contained in this Agreement. |
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23.6. |
Nothing
in this Agreement shall have the effect of creating any partnership and/or
agency relations between the parties and nothing therein has the effect of
conferring rights on any third party who is not mentioned in the Agreement,
and similarly nothing in the Agreement is capable of derogating from or
injuring any obligation or undertaking of any third party. |
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23.7. |
For
the avoidance of doubt, it is hereby clarified that any rights to which the
Tenant is entitled under this Agreement are granted to the Tenant solely
in relation to the Premises, and the Tenant has no and shall have no right
in relation to the existing or additional building rights and/or existing
or additional building areas which may be approved and constructed by any
third party, and/or in relation to the use of any part of the Park,
whether existing now or constructed in the future, which is not within the
area of the Premises, including roofs, passageways etc. The Tenant gives
its advance consent to any act [and/or][sic.] as aforesaid and shall not
be entitled to object in any manner to the same. |
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It
is further clarified, for the avoidance of doubt, that the Tenant shall not be entitled at
any time to register a cautionary note in respect of its rights under this Agreement. |
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23.8. |
The
parties’ addresses are as detailed alongside their names at the
beginning of this Agreement and any notice which is dispatched to any of
the parties according to the address that appears alongside its name shall
be regarded as if was received by it within 72 hours of its dispatch by
registered mail. |
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If
the Tenant contains a number of units, the notice shall be considered as if it was
delivered to each of the Tenant’s units if sent, as aforesaid, to one of the
Tenant’s units according to the above address. |
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23.9. |
It
is hereby agreed that in the event that stamp duty is payable in respect of
this Agreement, it shall be paid by the parties in equal shares at the
rates which apply from time to time. |
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Exhibit A – Telrad Campus
Exhibit B – The Leased Premises
Exhibit C – Calculation of Electricity Consumption
Exhibit D-1 – Tenant’s Works
Exhibit D-2 – Landlord’s Works
Exhibit E – Insurance
Exhibit F – Guarantees and Collaterals
Exhibit G – Security and Safety |
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23.10 |
Each
party shall bear its own costs associated with the negotiations prior to entering into
this Agreement, including attorney’s fees. |
Wherefore the parties
have heretofore set their hands
on the aforementioned
date:
| Telrad Networks Ltd. |
NUR Macroprinters Ltd. |
| |
|
|
|
| Signature: |
/s/ Ran Laor |
Signature: |
/s/ Xxx Xxxxx |
|
—————————————— |
|
—————————————— |
| Name: |
Ran Laor |
Name: |
Xxx Xxxxx |
| Title: |
Vice President & Chief |
Title: |
Interim CEO |
|
Financial Officer |
|
|
|
|
Signature: |
/s/ Xxxxx Xxxxxxxx |
|
|
|
—————————————— |
|
|
Name: |
Xxxxx Xxxxxxxx |
|
|
Title: |
Manager of Finance and |
|
|
|
Economic Department |
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