THIS UNDERLEASE is made the day of One thousand nine hundred and ninety seven
BETWEEN XXXXXXX XXXX XXXXXX of 00 Xxxxxxx Xxxx Xxxx Xxxxx Xxx Xxxxxxxxx XXXXXXX
XXXX XXXXX of Xxxxxxxxxxx Xxxxxxxxxx Xxxxxx Xxxxxx X00 and XXXXXXXX XXX HAWKER
of practising with others as Messrs. Xxxxxx Xxxxx Xxxxxxx and Rooley
(hereinafter called "the Lessors") of the first part and CORVU PLC whose
Registered Office is situate at 000 Xxxxxxxxxx Xxxxx Xxxxxx X0X 0XX (hereinafter
called "the Lessee") of the second part and CORVU CORPORATION (Company Number
00-0000000) whose Registered Office is at 7901 Flying Cloud Drive, Suite 100,
Eden Prairie, Xxxxxxxxx 00000, XXX (hereinafter called "the Surety") of the
third part.
WITNESSETH as follows:-
1. The Lessors HEREBY DEMISE (at the request of the Surety) unto the Lessee ALL
THAT suite of offices situate on the second floor (rear) of and being part of
the Building known as Xxxxxx Xxxxx 00 Xxxxxxxx Xxxx Xxxxxx X0 ("xxx Premises")
which suite of offices is more particularly delineated and edged red on the plan
annexed to the Lease (hereinafter called "the Lease") dated the 23rd day of
April 1985 and made between Legal and General Assurance Society Limited
(hereinafter called "the Superior Landlords") of the one part and Star Micronics
UK Limited of the other part registered at X.X.Xxxx Registry with Title Absolute
under Title Number NGL526204 TO HOLD unto the Lessee for a term of 5 years from
the 1st day of June 1997 expiring on the 12th day of June 2002 paying therefor
during the said term yearly and proportionately for any part of a year the rent
of 4,542 English Pounds plus VAT payable quarterly in advance on the usual
quarter days without any deduction the first of such payments to be made on the
25th day of March 1997.
2. Except as to the term of years granted and the rent reserved this demise is
made upon the same terms and subject to the same terms and subject to the same
reservations and to the same covenants on the part of the Lessors and Lessee
respectively and to the same stipulations and conditions as were expressed and
contained in the Lease as if the same were herein set forth at length.
3. The Lessee hereby covenants with the Lessors as follows:-
(1) To pay the rent reserved at the times and in manner aforesaid
(2) To pay the service charge by way of further rent as specified
in the Lease
(3) To observe and perform the covenants on the part of the Tenant
contained in the Lease
(4) Not to assign the whole of the Premises without the prior
written consent of the Lessor and Superior Landlords and
otherwise subject to the provisions in that behalf contained
in the Lease
4. The Lessors hereby jointly and severally covenant with the Lessee
(1) To endeavour to procure that the Superior Landlords shall
observe and perform the covenants on the part of the Landlord
contained in the Lease and
(2) To permit the Lessee to have quiet and peaceable enjoyment of
the Premises without interruption by the Lessor or any person
rightfully claiming through under or in trust for the Lessor
and
(3) To use their reasonable endeavour to procure the consent of
the Superior Landlords as soon as possible pursuant to any
application for consent made to the Lessors by the Lessee
under the terms of this Lease and
(4) To pay the rent under the Lease and also the balance of any
service charge payable thereunder in so far as the same shall
not be payable by the Lessor under the terms hereof
5. If the Premises or any part thereof shall at any time during the term hereby
granted be rendered incapable of or unfit for occupation or use as the result of
a peril against which the building of which the same forms part is insured
pursuant to the covenant on the part of the Landlord contained in the Lease so
as to render the Premises incapable of or unfit for occupation or use the tents
payable hereunder or fair proportions of the same according to the nature and
extent of the damage sustained shall be suspended until the Premises shall again
be rendered capable of and fit for occupation and use provided that there shall
be no cesser of rents if any or to such extent as any insurance policy affected
by the Lessors shall have been rendered void or voidable in whole or in part by
the act or default of the Lessee or any person deriving title under the Lessee
or any of the servants or agents of the Lessee or of any such person PROVIDED
FURTHER that if the Building shall be so damaged as to necessitate demolition
and reconstruction the Lessors shall be entitled on giving to the Lessee not
less than six months' previous notice in writing to determine the term hereby
granted and at the expiration of such notice this Lease and everything herein
contained shall cease and be void and the Lessee shall not be liable for any
dilapidations and shall not be entitled to any compensation except that (if any)
payable under the provisions of the Landlord and Xxxxxx Xxx 0000 but without
prejudice to the rights and remedies of the Lessors for any arrears of rent
PROVIDED ALSO that any dispute as to the proportion (if any) of rent which
should be suspended or as to the period of such suspension which may arise under
this sub-clause shall be referred to the decision of some competent person
(acting as an expert and not as an arbitrator) to be agreed upon by the Lessors
and by the Lessee or (in the event of failure so to agree) to be nominated by
the President for the time being of the Royal Institution of Chartered Surveyors
and the decision of such person (including any determination as to the costs of
such decision) shall accordingly be final and binding on both the Lessors and
the Lessee.
6. If either party shall desire to determine the term hereby granted at the
expiration of the third year thereof and shall give to the other party not less
than six months previous notice in writing of such desire and shall up to the
time of such determination pay the rent and perform and observe the covenants on
the part of the Lessee hereinbefore reserved and contained then immediately on
the expiration of such third year the present demise and everything herein
contained shall cease and be void but without prejudice to the rights and
remedies of either party against the other in respect of any antecedent claim or
breach of covenant.
7. It is hereby agreed and declared between the parties pursuant to an Order of
the Kingston Upon Thames County Court made on the day of 1997 that the
provisions of Section 24 to 28 inclusive of the Landlord and Xxxxxx Xxx 0000 (as
amended) shall not apply to this Lease.
8. The Lessee shall not be entitled to compensation on quitting the demised
premises.
IN WITNESS whereof the parties hereto have executed this document as a Deed the
day and year first above written.
Counterpart/
THE COMMON SEAL of )
CORVU PLC was hereunto )
affixed in the presence of:- )
Director:
Secretary:
THE COMMON SEAL of )
CORVU CORPORATION )
was hereunto affixed )
in the presence of:- )
Director:
Secretary:
