NOKIA UK LIMITED
Exhibit
10.22
NOKIA
UK LIMITED
Landlord
and
FOCUS
INFORMATION LIMITED
Tenant
and
COSTAR
GROUP, INC
Guarantor
in
respect of
First
Floor Offices 00 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxx X0
PARTICULARS
Date:
|
23
NOVEMBER 2007
|
Landlord:
|
NOKIA UK LIMITED
(Company number 2212202) whose registered office is at Lancaster House,
Lancaster Way, Xxxxxx Xxxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxxxxxxxx XX00
0XX
|
Tenant:
|
FOCUS INFORMATION
LIMITED (Company Registration Number 1789170) whose registered
office is at 0XX Xxxxx Xxxxxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxx X0X
0XX
|
Guarantor:
|
COSTAR GROUP, INC (a
company registered in Delaware, U.S.A. under company file number 2854191)
whose registered office is c/o Corporation Service Company, 0000
Xxxxxxxxxxx
Xxxx,
Xxxxx 000, Xxxxxxxxxx, Xxxxxx of Xxx Xxxxxx, Xxxxxxxx 00000
X.X.X.
|
Premises:
|
The
premises to be let by the Lease and known as Xxxxx Xxxxx Xxxxxxx, 00 Xxxxx
Xxxxxxxx Xxxxxx, Xxxxxx X0 which are more particularly described in the
Lease.
|
Title
Number:
|
NGL
884980
|
The
date two (2) working days after the first date on which all of the
Conditions have been satisfied or at the Tenant's sole discretion the date
two (2) working days after the date of the Superior Landlord's Lease
Consent where the Superior Landlord's Works Consent is not issued
simultaneously with the Superior Landlord's Lease Consent.
|
|
Long
Stop Date:
|
18
January 2008 subject at the Tenant's election to extension until 14 March
2008
|
Conditions:
|
The
condition set out in Schedule 3 (Superior Landlords'
Consent).
|
Contract
Rate:
|
4%
per annum above the National Westminster Bank Plc base rate from time to
time in force as well after as before judgment which rate shall also be
the contract rate
referred to in the Standard Conditions.
|
The
lease of the Premises in the form at Annexure A to be granted by the
Landlord to the Tenant and the Guarantor pursuant to this
Agreement.
|
|
Agreed
Term:
|
A
term of years commencing on the Term Commencement Date and expiring on 19
June 2021.
|
Term
Commencement Date:
|
The
Completion Date.
|
Rent:
|
Four
Hundred and Forty Two Thousand Eight Hundred and Forty Eight Pounds
£442,848 per annum subject to any increase in accordance with the rent
review provisions of the Lease.
|
The
date that is ten 10 months from and including the earlier of (i) the
Completion Date and (ii) the date of this Agreement.
|
|
Review
Dates:
|
24
June 2010, 24 June 2015 and 24 June 2020.
|
Landlord's
Solicitor:
|
Xxxxx
& Co LLP of Xxxxxxxx Xxxxx, Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxx XX0 0XX
fax number 00000 000000 (ref: LMM/ATS/0707864) or such other firm as the
Landlord may nominate by Notice to the Tenant or the Tenant's Solicitor
for the purposes of this Agreement.
|
Xxxxxx
Xxxx & Xxxxxxxx LLP of Xxxxxxxxx Xxxxx, 0-0 Xxxxxx Xxxxxx, Xxxxxx XX0X
0XX fax number 000 0000 0000 (ref: AAS/TW/19486/20) or such other firm as
the Tenant may nominate by Notice to the Landlord or the Landlord's
Solicitor for the purposes of this Agreement.
|
Table
of Contents
1
|
DEFINITIONS
AND INTERPRETATION 1
|
1.1
|
Definitions |
1
|
1.2
|
Interpretation |
2
|
1.3
|
Other |
2
|
1.4
|
Standard Commercial Property Conditions |
3
|
1.5
|
Incorporation of Schedules |
3
|
2
|
CONDITIONALITY 4
|
2.1
|
Conditions |
4
|
2.2
|
Satisfaction of the Conditions |
4
|
2.3
|
Notification |
4
|
2.4
|
Conditions not satisfied |
4
|
3
|
PAYMENTS AND
INDEMNITY
4
|
3.1
|
Payments |
4
|
3.2
|
Indemnity |
4
|
3.3
|
Interest |
4
|
3.4
|
Payment of VAT and VAT Invoice |
5
|
4
|
GRANT OF
LEASE
5
|
4.1
|
Grant of Lease |
5
|
4.2
|
Matters to be inserted into the Lease |
5
|
4.3
|
Possession |
5
|
5
|
TITLE
5
|
5.1
|
Proof of title |
5
|
5.2
|
Title guarantee |
6
|
5.3
|
Matters affecting the Premises to be let |
6
|
5.4
|
Acknowledgements and requisitions |
6
|
5.5
|
Use |
7
|
6
|
INSURANCE AND
RISK
7
|
6.1
|
Damage to Premises between exchange and completion |
7
|
7
|
COMPLETION
7
|
7.1
|
Time for completion |
7
|
7.2
|
Landlord's contribution |
7
|
7.3
|
Documents to be delivered on completion |
7
|
8
|
REGISTRATION
MATTERS
8
|
8.1
|
Registration of Lease |
8
|
8.2
|
Protecting this Agreement |
8
|
9
|
GUARANTOR
COVENANTS
8
|
10
|
TERMINATION
8
|
10.1
|
Terminating events |
8
|
10.2
|
Consequences of termination |
8
|
i
11
|
GENERAL
9
|
11.1
|
Variation and waiver |
9
|
11.2
|
Announcements |
9
|
11.3
|
Assignment |
9
|
11.4
|
Third Party Rights |
9
|
11.5
|
Survival |
9
|
11.6
|
Joint and several liability |
10
|
11.7
|
Entire Agreement |
10
|
11.8
|
Notices |
10
|
11.9
|
Counterparts and duplicates |
10
|
11.10
|
Governing Law and Jurisdiction |
11
|
12
|
OPINION
LETTER
11
|
SCHEDULE
1
|
12
|
Encumbrances
|
12
|
SCHEDULE
2
|
12
|
Guarantor
Covenants
|
13
|
SCHEDULE
3
|
15
|
Condition: Superior Landlords'
Consent
|
15
|
SCHEDULE
4
|
18
|
Tenant's Access prior to Actual
Completion
|
18
|
SCHEDULE
5
|
20
|
Tenant’s Works
Schedule
|
20
|
SCHEDULE
6
|
25
|
Exclusion of Sections 24-28 of
the 1954 Act
|
25
|
ANNEXURES
|
27
|
ii
This Agreement is dated and
made between the parties specified in the Particulars.
It
is agreed as follows:
1
|
Definitions
and interpretation
|
1.1
|
Definitions
|
In this
Agreement, unless the context otherwise requires, the following definitions
apply:
|
Account means the
Landlord's Solicitor's client account number 00000000 at National
Westminster Bank Plc, City of London Office, PO Box 12258, 0 Xxxxxxx
Xxxxxx, Xxxxxx XX0X 0XX (sort code 60-00-01) or such other client account
of the Landlord's Solicitor in England and Wales as the Landlord's
Solicitor may specify.
|
Act of Insolvency means any of
the following:
(a)
|
in
relation to a company, any action is taken in relation to or with a view
to:
|
(i)
|
appointing
any type of liquidator, receiver, manager or trustee or an administrator,
judicial custodian or similar officer in respect of the company or its
assets and/or undertaking;
|
(ii)
|
the
winding up, liquidation (otherwise than as part of a genuine solvent
reconstruction or amalgamation), administration, dissolution, or
reorganisation of the company;
|
(b)
|
in
relation to any person (whether an individual or a
company):
|
(i)
|
it
is or admits to be unable to pay its debts or to be
insolvent;
|
(ii)
|
the
value of its assets is less than its liabilities (taking account of
contingent and prospective
liabilities);
|
(iii)
|
it
suspends making payments on any of its debts or announces an intention to
do so or it commences negotiations with any of its creditors with a view
to rescheduling any of its indebtedness or the person proposes any form of
arrangement with any of its
creditors;
|
(iv)
|
any
distress or execution being levied on any of the person's
assets;
|
(v)
|
the
person ceases to exist for any reason;
or
|
(c)
|
any
analogous proceedings or step is taken in any
jurisdiction
|
and in
this definition action
means any action whatsoever including any legal proceedings or other procedure
or convening a meeting for the purpose of considering or seeking to effect any
of the events listed.
Actual Completion means actual
completion of the Lease under this Agreement and Actual Completion Date shall
be interpreted accordingly.
Authority means any statutory,
public, local or other competent authority or a court of competent
jurisdiction.
Encumbrances means the
encumbrances and matters affecting the Premises (to the extent that such are
still subsisting and capable of being enforced) mentioned, contained or referred
to in the documents listed in Schedule 1.
Enquiry Replies means any
written replies made by the Landlord's Solicitor in reply to written questions
or enquiries made by the Tenant's Solicitor.
1
Landlord's Surveyor means a
competent and qualified surveyor appointed by the Landlord;
Legislation means statute,
statutory instrument, statutory guidance, treaty, regulation, directive, by-law,
code of practice, guidance note, circular and common law for the time being in
force.
Notice means written notice
(including faxes but not email) given by a Party to any other Party in
accordance with Clause 11.8 (Notices).
Particulars means the
particulars at the front of this Agreement.
Party means a party to this
Agreement and Parties
means more than one Party.
Planning Acts means
legislation relating to town and country planning.
Standard Conditions means the
Standard Commercial Property Conditions (Second Edition) and any reference to a
Standard Condition shall
be construed accordingly and have the same meaning as the expression condition in the Standard
Commercial Conditions.
Tenant's Solicitor's Account
means the Tenant's Solicitor's client premium account number 00000000 at
HSBC Bank Plc, 00 Xxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxx XX0X 0XX (sort code
40-04-09) or such other client account of the Tenant's Solicitor in England and
Wales as the Tenant's Solicitor may specify.
Title Documentation means the
official copy register to the Title Number dated 28 August 2007
(13.54).
VAT means value added tax as
provided for in the Value Added Taxes Act 1994 and any tax similar or equivalent
to value added tax or performing a similar fiscal function.
1.2
|
Interpretation
|
In this
Agreement (except where the context otherwise requires):
1.2.1
|
any
phrase introduced by the terms including, include, in particular or any
similar expression shall be construed as being by way of illustration or
emphasis only and shall not limit the generality of the preceding
words;
|
1.2.2
|
reference
to Legislation is
reference to it as it is in force for the time being taking account of any
amendment, extension, re-enactment or replacement and includes any
subordinate legislation (within the meaning of section 21(1) of the
Interpretation Act 1978) for the time being made under
it;
|
1.2.3
|
any
reference to a document being in the agreed form means
a document in the form agreed by the Parties to it and annexed to this
Agreement, with such alterations (if any) as may subsequently be agreed in
writing by or on behalf of such
Parties;
|
1.2.4
|
reference
to liabilities are
to all liabilities of any nature whatsoever including actual or contingent
liabilities, claims, demands, actions, proceedings, damages, losses,
penalties, costs, fees and expenses and liability shall be
construed accordingly;
|
1.2.5
|
references
to Clauses and Schedules are to clauses of and schedules to this
Agreement, and references to paragraphs are references to paragraphs of
the Schedule in which the reference appears;
and
|
1.2.6
|
the
table of contents and clause headings are for ease of reference only and
shall not affect the construction of this
Agreement.
|
1.3
|
Other
|
1.3.1
|
Any
references to this
Agreement includes the Particulars and Schedules that form part of
it and have effect as if set out in full in the body of this
Agreement.
|
2
1.3.2
|
Landlord includes the
Landlord's successors in title and any other person who is or becomes
entitled to the reversion (whether immediate or not) expectant on the term
to be created by the Lease.
|
1.3.3
|
Tenant does not include the
Tenant's successors in title.
|
1.3.4
|
Guarantor means the
person named as guarantor (if
any) in the Particulars.
|
1.3.5
|
The
expression Solicitor in this
Agreement shall have the same meaning as given to the expression conveyancer in the
Standard Conditions
|
1.3.6
|
The
expressions contained in the Particulars have the meanings set opposite
them in the Particulars.
|
1.3.7
|
Any
obligation on the Parties to do something includes an obligation to
procure that it be done and any obligation not to do something includes an
obligation not to suffer or permit such thing to be done and to take all
necessary action to prevent the
same.
|
1.3.8
|
1.4
|
Standard
Commercial Property Conditions
|
1.4.1
|
Part
1 of the Standard Conditions are incorporated in this Agreement, in so far
as they:
|
(a)
|
are
applicable to the grant of a lease;
|
(b)
|
are
not inconsistent with the other clauses in this Agreement;
and
|
(c)
|
have
not been modified or excluded by any of the other clauses in this
Agreement
|
1.4.2
|
Part
2 of the Standard Conditions are not incorporated in this
Agreement
|
1.4.3
|
Standard
Conditions 1.3.5(c), 1.3.6, 1.3.7(e), 1.4, 2.2, 2.3, 3.2.1, 3.3, 4, 5,
6.1, 6.2, 6.3 6.4.2, 6.6.2, 7.1.1 to 7.1.4 (inclusive), 8.4, 9.3, 10.2.4
10.3 and 11 do not apply to this
Agreement.
|
1.4.4
|
Standard
Condition 1.1.1(a)(ii) is varied by the deletion of the words 'at interest
on seven days notice of withdrawal' and the substitution of the word
'overnight' in their place.
|
1.4.5
|
Standard
Condition 8.1.2 is varied by replacing '2.00 p.m.' with '5.30
p.m.'.
|
1.4.6
|
Standard
Condition 8.2 is varied by inserting 'in the City of London or Surrey'
after the words 'some other place'.
|
1.4.7
|
In
the Standard Conditions reference
to:
|
(a)
|
the contract shall be
reference to this Agreement;
|
(b)
|
landlord and tenant shall be to the
Landlord and Tenant; and
|
(c)
|
the property shall be to
the Premises.
|
1.4.8
|
The
expression working
day in this Agreement shall have the same meaning as in the
Standard Commercial Conditions.
|
1.5
|
Incorporation
of Schedules
|
The
provisions of the Schedules are to apply.
3
2
|
Conditionality
|
2.1
|
Conditions
|
2.1.1
|
Completion
of the Lease is conditional on the satisfaction of all of the
Conditions.
|
2.1.2
|
The
Parties shall not do anything that might interfere with, obstruct or delay
the satisfaction of all or any of the
Conditions.
|
2.2
|
Satisfaction
of the Conditions
|
The
rights and obligations of the Parties regarding the satisfaction of the
Conditions are set out in Schedule 3 (Superior Landlords'
Consent).
2.3
|
Notification
|
The
Parties shall keep each other fully informed of all material matters relating to
the satisfaction of the Conditions.
2.4
|
Conditions
not satisfied
|
2.4.1
|
If
the Conditions or any of them have not been satisfied at or before 5.30 pm
on the Long Stop Date then either Party may serve Notice upon the other
Party and upon service of such Notice, save to the extent provided in
Clause 10.2 (Consequences of
Termination), this Agreement shall
terminate.
|
2.4.2
|
No
Notice may be served under Clause 2.4.1 (Conditions not
satisfied):
|
(a)
|
by
any Party in breach of its obligations under this Agreement;
or
|
(b)
|
once
all of the Conditions have been
satisfied.
|
3
|
Payments
and indemnity
|
3.1
|
Payments
|
3.1.1
|
All
money payable by the Tenant by direct credit pursuant to this Agreement is
to be paid to the Account.
|
3.1.2
|
Unless
this Agreement expressly provides otherwise, all amounts due from any
Party under this Agreement shall be paid in full without any deduction or
withholding other than as required by law and no Party shall be entitled
to assert any credit, set-off or counterclaim against any other Party in
order to justify withholding payment of any such amount in whole or in
part.
|
3.2
|
Indemnity
|
The
Tenant shall indemnify and keep fully and effectively indemnified the Landlord
against all liability arising out of any breach, non-observance or
non-performance of the Tenant's obligations under this Agreement.
3.3
|
Interest
|
If any
Party defaults in the payment when due of any sum payable by it under this
Agreement (whether determined by agreement or pursuant to an order of a court or
otherwise) interest shall be payable by that Party on such sum from the date
when such payment is due until the date of actual payment in cleared funds (as
well after as before judgment) at the Contract Rate. Such interest
shall accrue from day to day and shall be compounded quarterly.
4
3.4
|
Payment
of VAT and VAT Invoice
|
3.4.1
|
An
obligation to pay money includes an obligation to pay any VAT chargeable
in respect of that payment on receipt of a valid VAT
invoice.
|
3.4.2
|
All
sums made payable by this Agreement are exclusive of
VAT.
|
3.4.3
|
The
relevant Party shall issue a VAT invoice in respect of any VAT payable
under this Agreement containing the information prescribed by law and
within such time as may be required by
law.
|
3.4.4
|
Where
the Tenant is required to pay, refund or reimburse the Landlord and/or any
superior landlord for the costs of any supplies made to them, the Tenant
shall also indemnify the Landlord and/or any Superior Landlord against all
liability to VAT in respect of such
supply.
|
4
|
Grant
of Lease
|
4.1
|
Grant
of Lease
|
4.1.1
|
In
consideration of the Tenant's obligations under this Agreement the
Landlord shall grant and the Tenant shall take the Lease on the Completion
Date for the Agreed Term at the Rent which shall commence to be payable on
the Rent Commencement Date. No purchase price or deposit is
payable.
|
4.1.2
|
The
Tenant cannot require the Landlord to grant the Lease to any person other
than the Tenant.
|
4.2
|
Matters
to be inserted into the Lease
|
The
following matters shall be inserted in the Lease:
4.2.1
|
The
review dates specified in clause 7 of the Lease shall be the Review Dates
specified in this Agreement;
|
4.2.2
|
The
date specified in clause 1.1 of the Lease shall be the Term Commencement
Date specified in this Agreement;
and
|
4.2.3
|
The
date specified in clause 1.1 of the Lease shall be the Rent Commencement
Date specified in this Agreement;
|
4.3
|
Possession
|
The
Premises are let with vacant possession on Completion subject to the provisions
of this Agreement.
5
|
Title
|
5.1
|
Proof
of title
|
5.1.1
|
The
Landlord's title to the Property is registered at the Land Registry under
the Title Number and comprises an official copy of the registers of the
title to the Property and the title
plan.
|
5.1.2
|
Title
to the Premises and any rights granted by the Lease has been deduced to
the Tenant's Solicitor before the date of this
Agreement.
|
5.1.3
|
The
Tenant shall take the Lease with full knowledge of the title to the
Premises as set out in:
|
(a)
|
the
Title Documentation; and
|
5
(b)
|
Clause
5.3.1 (Matters affecting the premises
to be let) (including all matters arising in connection with the
Planning Acts);
|
and,
subject to Clause 5.4.3, no enquiry, requisition, objection or claim shall be
raised by the Tenant.
5.2
|
Title
guarantee
|
The
Landlord shall grant the Lease with the title guarantee referred to in the Lease
(if any).
5.3
|
Matters
affecting the Premises to be let
|
5.3.1
|
In
addition to the matters listed in Standard Condition 3.1.2 the Premises
are let subject to and where applicable with the benefit of the
Encumbrances including all matters mentioned, contained or referred to in
them.
|
5.3.2
|
The
following shall be added to the end of Standard Condition
3.1.2:
|
'(f)
all outgoings, consents, easements and liabilities affecting the
Premises;
(g)
|
any
matters arising by virtue of any Legislation which have been disclosed to
the Tenant;
|
(h)
|
any
unregistered interests falling within any of the paragraphs of schedule 1
or schedule 3 of the Land Registration Act 2002 and any interests falling
within section 11(4)(c) of that Act;
and
|
(i)
|
such
unregistered interests as may affect the Premises to the extent and for so
long as they are preserved by the transitional provisions of schedule 12
of the Land Registration Act 2002.'
|
5.4
|
Acknowledgements
and requisitions
|
5.4.1
|
The
Tenant and the Guarantor confirm that they
have:
|
(a)
|
been
provided with all information necessary to assess the state and condition
of the Premises;
|
(b)
|
had
full opportunity to enter the Premises to conduct such surveys and
investigations as the Tenant and the Guarantor wished;
and
|
(c)
|
formed
their own view as to the condition and suitability of the Premises for the
Tenant's purposes.
|
5.4.2
|
Subject
to Clause 5.4.3 the Tenant shall not raise any enquiry, requisition or
claim nor refuse to complete in respect
of:
|
(a)
|
any
of the matters referred to in Standard Condition 3.1.2 or Clause 5.3.1 (Matters affecting the premises
to be let); or
|
(b)
|
the
state of repair or condition of the Premises or the compliance or
non-compliance of the Premises with any
Legislation.
|
5.4.3
|
Clauses
5.1.3 (Proof of title) and 5.4.2 (Acknowledgements and
requisitions) shall not prevent the Tenant and/or the Tenant's
Solicitor raising an enquiry or requisition of the Landlord and/or the
Landlord's Solicitor in respect of matters not disclosed to the Tenant
before the date of this Agreement which are revealed by final searches in
respect of the Premises at the Land Registry or the Central Land Charges
Registry and the Landlord is to reply in writing within four working days
to any requisition received from the
Tenant.
|
6
5.5
|
Use
|
The
Landlord does not warrant that the Premises may lawfully be used for any purpose
authorised under the Lease.
6
|
Insurance
and risk
|
6.1
|
Damage
to Premises between exchange and
completion
|
6.1.1
|
Damage
to, destruction of, or deterioration in the condition
of:
|
(a)
|
the
whole or any part of the Premises;
or
|
(b)
|
access
to the Premises; or
|
(c)
|
any
services to the Premises;
|
where
caused by a risk that is at the time of such damage destruction or deterioration
covered by an insurance policy and the costs of carrying out all necessary works
of repair are recoverable under such insurance policy shall not entitle the
Tenant to refuse to complete or delay completion.
6.1.2
|
From
the date of this Agreement the Landlord shall observe and perform the
insurance and reinstatement obligations in respect of the Property on the
part of the Landlord contained in the Lease as if the Lease had been
granted.
|
Completion
of the Lease shall take place on the Completion Date when all apportionments and
other moneys due shall be paid by direct credit.
Subject
to receipt of a valid VAT invoice addressed to the Landlord, on the date of this
Agreement the Landlord shall pay to the Tenant's Solicitor's Account as
contributions towards the costs of the Works:
(a)
|
Five
Thousand Five Hundred and Ten Pounds (£5,510) for installing floor boxes
in the Premises; and
|
(b)
|
Eighteen
Thousand Three Hundred and Sixty Seven Pounds (£18,367) for carpeting the
Premises.
|
7.3
|
Documents
to be delivered on completion
|
7.3.1
|
On
the Actual Completion Date, each Party shall deliver to the other’s
Solicitor:
|
(a)
|
a
duly executed Lease or counterpart Lease (as the case may be);
and
|
(b)
|
duly
executed duplicates or counterparts of other documents the Party is
required to enter into on or before the Actual Completion Date pursuant to
this Agreement.
|
7.3.2
|
All
money, bank drafts, documents, keys and other items delivered by any party
through the post or document exchange in connection with this transaction
and its completion shall be at the risk of any other
party.
|
7
8
|
Registration
matters
|
8.1
|
Registration
of Lease
|
As soon
as reasonably practicable after Actual Completion the Tenant shall submit an
application to the Land Registry for the registration of the Lease and all
rights granted by it. As soon as reasonably practicable after
completion of the registration, the Tenant shall provide to the Landlord
official copies with title plans of the registers showing the Tenant as
proprietor of the Lease.
8.2
|
Protecting
this Agreement
|
The
Landlord agrees not to object to the registration of a unilateral notice against
the Title Number in respect of this Agreement.
Schedule 2 applies where a Guarantor has been named in the
Particulars
10
|
Termination
|
10.1
|
Terminating
events
|
If:
10.1.1
|
any
Party commits any breach of the provisions of this Agreement and fails to
remedy such breach within 5 working days after any other Party serves
Notice on that Party specifying the
breach;
|
10.1.2
|
there
occurs in relation to any party an Act of
Insolvency;
|
then any
other Party may at any time after the occurrence of such event terminate this
Agreement by Notice to that Party and upon service of such Notice, save to the
extent provided in Clause 10.2 (Consequences of Termination),
this Agreement shall terminate.
10.2
|
Consequences
of termination
|
10.2.1
|
Without
prejudice to Standard Condition 9.2, the termination of this Agreement
shall be without prejudice to any rights or liabilities of the Parties
accrued at the date of termination or
rescission.
|
10.2.2
|
On
termination of this Agreement, the Tenant
shall:
|
(a)
|
return
all Title Documentation supplied in respect of the
Premises;
|
(b)
|
immediately
apply to cancel all registrations made by or on behalf of the Tenant to
protect this Agreement and the Tenant's interest in the Premises and
supply to the Landlord's Solicitor certified copies of all such
applications;
|
(c)
|
irrevocably
appoint the Landlord as its agent to act at the Tenant's cost, in its name
and on its behalf for the purposes of effecting or procuring such
cancellations where the Tenant fails to comply within 14 days of
termination with its obligations under Clause 10.2.2(b) (Consequences of
Termination);
|
(d)
|
(if
in occupation of the Premises) immediately vacate the
Premises;
|
(e)
|
if
and to the extent required by the Landlord, remove (at its own expense)
any works carried out by or on behalf of the Tenant to the Premises or
other property registered under the Title Number and reinstate the same to
their state and condition as at the date of this Agreement. If the Tenant
defaults in carrying out such works of removal and reinstatement within a
reasonable period of time (having regard to the nature and extent of the
works and to the Landlord's proposals for occupation or letting of the
Premises) after service of Notice by the Landlord, the Landlord shall be
entitled to carry out such works at the Tenant's expense and all costs so
incurred shall be repaid by the Tenant forthwith upon demand;
and
|
8
(f)
|
forthwith
reimburse to the Landlord the sums paid by the Landlord pursuant to Clause
7.2(Landlord's
Contribution).
|
10.2.3
|
This
Clause and Clauses 1 (Definitions and
Interpretation), 3 (Payments and Indemnity)
9 (Guarantor Covenants)
and Clause 11 (General) shall survive
termination of this Agreement and shall continue to apply after the
termination of this Agreement as shall any other Standard Condition or
provision which by its nature is intended to survive termination or
rescission.
|
11
|
General
|
11.1
|
Variation
and waiver
|
11.1.1
|
No
modification or variation of the terms of this Agreement shall be
effective unless it is in writing and signed by or on behalf of each of
the Parties and is in a form that complies with the requirements of the
Law of Property (Miscellaneous Provisions) Xxx
0000.
|
11.1.2
|
The
rights of each Party under this
Agreement:
|
(a)
|
may
be exercised as often as necessary;
|
(b)
|
are
cumulative and not exclusive of its rights under the general law;
and
|
(c)
|
may
be waived only in writing and
specifically; and
|
delay in
exercising or non-exercise of any such right is not a waiver of that
right.
11.2
|
Announcements
|
Save as
may be required by law, none of the Parties shall make any statement or public
announcement to the media or any other third parties in connection with the
letting of the Premise or any matters referred to in this Agreement without
prior written consent of the other Parties.
11.3
|
Assignment
|
No Party
may (whether at law or in equity) assign, transfer, grant any security interest
over, hold on trust or deal in any other manner with the benefit of the whole or
any part of this Agreement nor sub-contract any or all of its obligations under
this Agreement nor purport to do any of the same.
11.4
|
Third
Party Rights
|
A person
who is not a party to this Agreement has no right under the Contracts (Rights of
Third Parties) Xxx 0000 to enforce any term of this Agreement but this does not
affect any right or remedy of a third party which exists or is available apart
from that Act.
11.5
|
Survival
|
All
provisions of this Agreement shall continue in full force and effect
notwithstanding Actual Completion, except those provisions already performed at
completion.
9
11.6
|
Joint
and several liability
|
11.6.1
|
Unless
expressly provided otherwise, all representations, warranties,
indemnities, undertakings, covenants, agreements and obligations made,
given or entered into by more than one person in this Agreement are made,
given or entered into jointly and
severally.
|
11.6.2
|
Where
the Tenant or the Guarantor is more than one person, the Landlord may
release or compromise the liability of any of those persons under this
Agreement, may take action against any one or more those persons or grant
time or other indulgence without affecting the liability of any one of
them.
|
11.7
|
Entire
Agreement
|
11.7.1
|
This
Agreement, together with any documents that the Parties are to enter into
pursuant to it (together the Contractual Documents)
constitutes the entire agreement and understanding between the Parties
relating to its subject matter and supersedes any and all previous
agreements, arrangements and/or understandings (whether written or oral)
between the Parties relating to such subject
matter.
|
11.7.2
|
The
Tenant and the Guarantor confirm that in entering into the Contractual
Documents they do not rely on, and shall have no remedy in respect of, any
statement, representation, warranty or understanding of any person
(whether a party to a Contractual Document or not) other than as are
expressly set out in the Contractual Documents or in Enquiry
Replies.
|
11.7.3
|
Nothing
in this Clause shall operate to limit or exclude any liability for
fraud.
|
11.8
|
Notices
|
11.8.1
|
Standard
Condition 1.3 applies to this Agreement as
amended.
|
11.8.2
|
The
words 'in the English language' shall be added to the end of Standard
Condition 1.3.1.
|
11.8.3
|
The
words 'where delivery of the original document is not essential' shall be
deleted from Standard Condition 1.3.3 and Standard Condition 1.3.3(b)
shall be deleted and replaced by the words '(b) by hand or by pre-paid
first class post or recorded delivery to the address given in the
Particulars for the relevant Party or as otherwise notified by the
relevant Party from time to time.'
|
11.8.4
|
The
words 'one hour after despatch' in Standard Condition 1.3.7(d) shall be
deleted and replaced with the words 'when confirmation of its
uninterrupted transmission has been recorded by the sender's fax
machine'.
|
11.8.5
|
No
notice or other communication served on either the Landlord's Solicitor or
the Tenant's Solicitor shall be valid unless it quotes the reference for
the recipient Solicitor set out in the Particulars and in the case of a
communication sent by fax, it is transmitted to the fax number for the
recipient Solicitor given in the Particulars or such other reference or
fax number as may have been notified in accordance with the provisions of
this Clause.
|
11.8.6
|
In
Standard Condition 1.3, each occurrence of '4.00 pm' shall be replaced by
'5.30 pm'.
|
11.9
|
Counterparts
and duplicates
|
This
Agreement and (unless this Agreement expressly provides otherwise) any other
document to be entered into by the Parties pursuant to its terms may be executed
(at the Landlord's option) as duplicates or in any number of counterparts each
of which when executed shall be an original but all the counterparts shall
together constitute one and the same instrument.
10
11.10
|
Governing
Law and Jurisdiction
|
This
Agreement shall be governed by and construed in accordance with the laws of
England and each Party irrevocably agrees to submit to the exclusive
jurisdiction of the courts of England and Wales over any claim or matter arising
under or in connection with this Agreement.
Prior to
completion of the Lease the Guarantor shall deliver to the Landlord an opinion
in English dated not more than five working days before completion of the Lease
addressed to the Landlord from a reputable firm of lawyers in the jurisdiction
of incorporation of the Guarantor in substantially the form of the draft opinion
letter attached to this agreement as Annexure B.
This Agreement has been
entered into by the Parties or their duly authorised representatives and is
executed and delivered as a deed by the Guarantor on the date set out in the
Particulars.
Ref: LMM/ATS/0707864
11
Encumbrances
The
documents mentioned, contained or referred to in the property, proprietorship
and charges registers of the Title Number NGL572469.
The
Superior Lease (as defined in Schedule 3 (Superior Landlords'
Consent)
The Head
Lease (as defined in Schedule 3 (Superior Landlord's
Consent)
12
In
consideration of the Landlord entering into this Agreement at the Guarantor's
request, the Guarantor covenants with the Landlord as primary obligor and not
merely as guarantor, in the terms set out in this Schedule.
1.1
|
The
Guarantor agrees with the Landlord that the Tenant shall comply with the
Tenant's obligations under this Agreement (the Tenant's Obligations)
and also as a separate obligation to indemnify the Landlord against all
liability sustained by the Landlord arising out of or in connection with
any default by the Tenant in complying with the Tenant's
Obligations.
|
1.2
|
Any
sum payable by the Guarantor under this Agreement shall be paid on written
demand and without deduction, set-off or counter
claim.
|
2.1
|
The
Guarantor shall be jointly and severally liable with the Tenant for the
fulfilment of the Tenant's
Obligations.
|
2.2
|
The
Guarantor agrees that the Landlord, in the enforcement of its rights under
this Agreement, may proceed against the Guarantor as if the Guarantor were
named as the Tenant in this Agreement and without first making demand of
the Tenant or exercising any other rights or enforcing any other security
that it may have in respect of the Tenant's
Obligations.
|
2.3
|
The
liability of the Guarantor under this Agreement shall not be affected
by:
|
(a)
|
any
Act of Insolvency of the Tenant;
|
(b)
|
disclaimer
of this Agreement by a liquidator or trustee in
bankruptcy;
|
(c)
|
any
concession, time, indulgence or release given to the Tenant by the
Landlord;
|
(d)
|
any
variation or rescission of this Agreement;
or
|
(e)
|
other
act, omission, or thing by which but for this provision the Guarantor
would be released wholly or in
part.
|
3.
|
Guarantor
to enter into documents
|
The
Guarantor shall at the request of the Landlord join in as a party to (and
consent to the terms of) any other document made supplemental or collateral to
this Agreement.
4.
|
Guarantor
not to claim in competition or take
security
|
The
Guarantor shall not:
13
(a)
|
claim
any rights of subrogation against the Tenant or prove as creditor in
competition with the Landlord in any proceedings in connection with an Act
of Insolvency or arrangement of the Tenant in respect of any payment made
by the Guarantor pursuant to this guarantee and indemnity and if the
Guarantor receives any money in such proceedings or arrangement, it will
hold that money on trust for the Landlord to the extent of its liability
to the Landlord; or
|
(b)
|
take
any security or other right from the Tenant or be entitled to claim or
participate in any security held by the Landlord in respect of the
Tenant's Obligations.
|
If the
Landlord brings proceedings against the Tenant, the Guarantor shall be bound by
any findings of fact interim or final award or interlocutory or final judgment
made by an arbitrator or the court in those proceedings in so far as the same
relate to the subject matter of this Agreement.
14
Condition:
Superior Landlords' Consent
1.
|
In this
Schedule the following definitions apply.
Head Lease means a lease of
the demised premises dated 22 February 2001 made between (1) Winterdome Limited
and (2) Microsoft Limited and all or any deeds and documents which are or are
expressed to be supplemental thereto.
Superior Landlord means the
person from time to time entitled to the reversion expectant on the
determination of the Superior Lease and includes (where the context admits) any
person or persons entitled to the reversion expectant on the determination of
any interest superior to the Superior Lease.
Superior Landlords' Consent
means the Superior Landlords' Lease Consent and the Superior Landlords' Works
Consent.
Superior Landlords' Lease Consent
means the written consent of the Superior Landlords to the grant of the
Lease (satisfying the requirement of the Superior Lease and the Head
Lease)
Superior Landlords' Works
Consent means the written consent of the Superior Landlord to the
Tenant's Works (satisfying the requirements of the Superior Lease and the Head
Lease).
Superior Lease means a lease
of the demised premises and other premises dated 25 June 2007 made between (1)
Microsoft Limited and (2) Nokia UK Limited
2.
|
The
Condition
|
The
condition referred to in the Particulars and Clause 2 (Conditionality) of this
Agreement is the Landlord obtaining the Superior Landlords' Lease Consent and
the Superior Landlords' Works Consent or at the Tenant's sole discretion the
Landlord obtaining the Superior Landlords' Lease Consent.
3.
|
Landlord's
obligations
|
3.1
|
The
Landlord shall:
|
3.1.1
|
immediately
apply for and use all reasonable endeavours to obtain as quickly as
possible the Superior Landlords'
Consent;
|
3.1.2
|
promptly
supply such information as shall reasonably be required of the Landlord by
any Superior Landlord pursuant to and in accordance with the Superior
Lease;
|
3.1.3
|
promptly
pay all proper and reasonable fees costs and expenses of every Superior
Landlord and all other costs properly and reasonably incurred by the
Superior Landlord for the Superior Landlords' Lease
Consent;
|
3.1.4
|
promptly
respond to all correspondence and negotiate and agree all draft
documentation relating to the application for the Superior Landlords'
Consent;
|
15
3.1.5
|
immediately
observe and perform all other obligations covenants and conditions
contained or referred to in the Superior Lease to the extent such
observance and performance is necessary to obtain the Superior Landlords'
Consent;
|
3.1.6
|
properly
execute the documents constituting the Superior Landlords' Consent (and
any other documents required by the Superior Landlord in relation to the
granting of the Superior Landlords' Consent) promptly after an engrossment
in a form acceptable to the Landlord (acting properly and reasonably) has
been submitted to the Landlord's
Solicitor;
|
3.1.7
|
immediately
give the Tenant Notice as soon as the Superior Landlords' Consent has been
obtained.
|
4.
|
Tenant's
obligations
|
4.1
|
General
|
4.1.1
|
The
Tenant and the Guarantor shall
promptly:
|
(a)
|
supply
all references and information reasonably required by the Superior
Landlord pursuant to and in accordance with the Superior Lease in
connection with the grant of Superior Landlords'
Consent;
|
(b)
|
respond
to all correspondence and negotiate and agree all draft documentation
relating to the application for the Superior Landlords' Consent and
reasonably required by the Superior Landlord pursuant to and in accordance
with the Superior Lease;
|
(c)
|
comply
with the Superior Landlords' requirements relating to the grant of the
Superior Landlords' Consent pursuant to and in accordance with the
Superior Lease;
|
(d)
|
provide
such guarantees and security for the performance of the Tenant's covenants
contained in the Lease as the Tenant (acting reasonably) may agree;
and
|
(e)
|
give
the Landlord Notice once the Superior Landlords' Consent has been obtained
(should the Superior Landlords' Consent be sent to the Tenant (or the
Tenant's Solicitor)).
|
4.1.2
|
The
Tenant and the Guarantor shall
also:
|
(a)
|
properly
execute or procure the execution of the documents in a form acceptable to
the Tenant (acting properly and reasonably) constituting the Superior
Landlords' Consent (and any other documents in a form acceptable to the
Tenant (acting properly and reasonably) and required by the Landlord
and/or the Superior Landlord in relation to the granting of the Superior
Landlords' Consent) promptly after an engrossment has been submitted to
the Tenant's Solicitor; and
|
(b)
|
give
such reasonable assistance as may be required to obtain the Superior
Landlords' Consent (not including the payment of any fine or
premium).
|
4.2
|
Costs
|
16
The
Tenant shall pay the reasonable and proper costs and disbursements of the
Superior Landlord in relation to the application for Superior Landlords' Works
Consent (whether or not this Agreement is completed).
4.3
|
No
objections
|
4.3.1
|
The
Parties may not object to the Superior Landlords' Consent being given
subject to a condition:
|
(a)
|
which
under section 19(1A) of the Landlord and Xxxxxx Xxx 0000 is regarded as
reasonable; or
|
(b)
|
which
is lawfully imposed under an express term of the Superior
Lease.
|
4.3.2
|
If
the Superior Landlord properly requires the agreed form Lease to be
altered pursuant to and in accordance with the Superior Lease, such
alterations shall with the prior written consent of the Tenant (which
shall not be unreasonably withheld or delayed) be deemed to be alterations
agreed in writing for the purposes of Clause 1.2.3.
|
4.4
|
Proceedings
|
Nothing
in this Agreement shall oblige the Landlord to take any proceedings against the
Superior Landlord in relation to either any delay in granting or refusal to
grant the Superior Landlords' Consent or otherwise.
4.5
|
Guarantor
|
Where a
guarantor is required to join in the Superior Landlords' Consent then references
to the Tenant in this Schedule shall where the context admits include references
to that guarantor.
17
Tenant's
Access prior to Actual Completion
1.
|
Tenant's
access prior to Actual Completion
|
1.1
|
The
Tenant shall (notwithstanding that Actual Completion has not occurred) be
entitled to access the Premises as from the date of this Agreement upon
the terms and conditions of this
Schedule.
|
1.2
|
Access
will be for the purpose only of carrying out the Works (as defined in Schedule 5) and occupying the Premises in accordance
with the terms and conditions of this
Agreement.
|
2.
|
No
Lease
|
2.1
|
Until
the grant of the Lease, this Agreement shall not operate or be deemed to
operate as a demise of the Premises nor shall the Tenant have or be
entitled to any estate right title or interest in the Premises (other than
the licence granted by this
Agreement).
|
2.2
|
Without
prejudice to Clause 11.2 (Assignment) the Tenant
may not transfer or deal in any way with the licence created by this
Agreement.
|
3.
|
Tenant's
Obligations
|
The
Tenant shall:
(a)
|
pay
on demand to the Landlord for the period commencing on the date of this
Agreement and ending on the day before the Completion Date, a daily
licence fee in respect of the Tenant's occupation of the Premises at a
rate equivalent to one 365th of the insurance rent and service charge and
from the Rent Commencement Date one 365th of the annual rent reserved and
any moneys paid pursuant to this paragraph shall upon completion of the
Lease be set against any moneys that would otherwise be due under the
Lease in respect of the same
period;
|
(b)
|
fully
indemnify the Landlord against all liability which may be suffered by the
Landlord as a result of the grant of this
licence;
|
(c)
|
be
responsible for all outgoings (including any gas, telephone, electricity,
water or drainage charges or rates) which arise in relation to the
Premises from and including the Access
Date;
|
(d)
|
comply
with any reasonable regulations made by the Landlord regarding the use and
occupation of the Premises;
|
(e)
|
not
infringe any Legislation relating to the
Premises;
|
(f)
|
not
infringe any matter relating to the title to the
Premises;
|
(g)
|
make
good as soon as reasonably practicable any damage occasioned to the
Premises and the Building as a result of the carrying out of the Works or
the Tenant's Access to the Building (it being agreed that the Works
themselves shall not be regarded as
damage).
|
18
4.
|
Tenant's
risk
|
4.1
|
The
Tenant's entry on the Premises will be entirely at its own
risk.
|
4.2
|
Any
equipment, tools, goods or items left by the Tenant or on the Tenant’s
behalf at the Premises are so left entirely at the Tenant’s
risk.
|
5.
|
The
licence created by this Schedule shall terminate on the earlier of the Actual
Completion Date and the termination of this Agreement.
19
Tenant’s
Works Schedule
1.
|
Definitions
and interpretation
|
1.1
|
Definitions
|
In this
Schedule the following definitions apply:
Landlord’s Approval Date means
the date on which the details of the Works (supplied under paragraph 2.1) are
approved by the Landlord and the Superior Landlords.
Licence to Alter means a
licence to alter in the form required by any Superior Landlord and approved by
the Tenant (acting reasonably) relating to the Works (or such of them as require
consent under the terms of the Lease) together with the
Specification.
Specification means the plans,
drawings and specifications supplied to the Landlord pursuant to paragraph
2.1.
Works means the fitting out
works to the Premises comprising the provision of such interior fittings and
equipment such fitting out works to be more particularly specified in the
Specification.
Building means the property
known as 00 Xxxxx Xxxxxxxx Xxxxxx, of which the Premises forms part, together
with any other adjoining or neighbouring premises of the Landlord.
CDM Regulations means the
Construction (Design and Management) Regulations 2007.
Deleterious Materials means
any materials or substances which in the particular circumstances in which they
are to be used fail to satisfy the relevant British Standard and the principles
of good building practice (including the essential requirements defined in the
Construction Products Regulations 1991).
Insurers means the insurers
for the time being of the Building.
Requisite Consents means all
licences, certificates and permits required for the execution and retention of
the Works including but not limited to any that may be required from any person
having an interest in the Building or any adjoining or neighbouring
premises.
Specification means the plans,
drawings and specifications supplied to the Landlord pursuant to paragraph
2.1.
Term has the meaning given in
the Lease.
Works means the fitting out
works to the Premises comprising the provision of such interior fittings and
equipment such fitting out works to be more particularly specified in the
Specification.
20
1.2
|
Interpretation
|
In
addition to the matters referred to at Clause 1 (Definitions and Interpretation)
of this Agreement, where reference is made to the satisfaction of the Landlord,
the Landlord may (but is not obliged to) consult its surveyor and any other
appointed representatives in determining the Landlord's
satisfaction.
2.1
|
The
Tenant shall as soon as reasonably practicable following the date of this
Agreement, submit to the Landlord for approval, details of the Works in
triplicate (including such plans, drawings and other information in
respect of the Works as the Landlord or any Superior Landlord reasonably
and properly requires).
|
2.2
|
The
Tenant shall not commence the Works
until
|
the
details supplied under paragraph 2.1 have been approved by the Landlord and the
Superior Landlord save that this need not require the Superior Landlords' Works
Consent to have been granted.
The
Tenant agrees with the Landlord before commencing the Works:
3.1
|
to
obtain the Requisite Consents at its own
expense;
|
3.2
|
to
give the Requisite Consents to the
Landlord;
|
3.3
|
to
give at least 5 working days prior Notice to the Landlord of the Tenant's
intention to commence the Works;
|
3.4
|
to
give at least 5 working days prior Notice to the Insurers of the Tenant's
intention to commence the Works, including a copy of the Specification;
and
|
3.5
|
to
take out and maintain fully comprehensive public liability insurance in
the sum of not less than £5,000,000 for any one occurrence or series of
occurrences arising out of one event against liability to any person
arising from or in connection with the Works, and to produce evidence to
the Landlord of such insurance.
|
The
Tenant covenants with the Landlord, if the Works are begun:
4.1
|
to
carry out the Works in accordance with its obligations under this Schedule
and with the Specification, at its own expense, in a good and workmanlike
manner and using good, new and sound materials to the reasonable
satisfaction of the Landlord's
Surveyor;
|
4.2
|
to
carry out the Works in a manner which does not cause any interruption to
the business of the Landlord or any other person in the Building or any
material nuisance, damage, inconvenience or annoyance to the Landlord or
to any other person, and to make good any damage caused to the Building by
the carrying out of the Works or access to the Building promptly and to
the reasonable satisfaction of the Landlord's
Surveyor;
|
21
4.3
|
to
carry out the Works in compliance with the Requisite Consents and with the
provisions of Legislation;
|
4.4
|
to
supply to the Landlord on demand all such documents, information and
evidence as it may reasonably require so as to satisfy itself that the
provisions of this Schedule have been complied
with;
|
4.5
|
if
any Requisite Consent requires the execution of further works then to
carry out such further works and complete them in their entirety before
the end of the Term (whether or not such consent specifies a later date)
and such further works shall be deemed to be part of the
Works;
|
4.6
|
not
to use any Deleterious Materials in the
Works;
|
4.7
|
to
comply with all requirements of the Insurers in connection with the Works
and to pay on demand any additional premium which may be payable to the
Insurers in respect of the insurance of the Building as a result of the
Works being carried out;
|
4.8
|
not
to leave, store or permit to be left or stored outside the Premises any
builder's plant materials or
debris;
|
4.9
|
during
the carrying out of the Works not
to:
|
4.9.1
|
damage,
weaken or render unsafe the structure of the Building or its plant or
machinery;
|
4.9.2
|
infringe,
interrupt or destroy any right, easement or
privilege;
|
4.9.3
|
interrupt
any service to or from or within the Building or adjoining or neighbouring
property; or
|
4.9.4
|
vitiate
the insurance of the Premises and/or the
Building;
|
4.10
|
to
indemnify and keep the Landlord indemnified from and against all liability
arising from the execution of the Works or the exercise or purported
exercise of the rights granted by this Schedule and/or the breach of the
Tenant's covenants or the other terms of this
Schedule;
|
4.11
|
on
not less than forty eight (48) hours prior written notice to permit the
Landlord and those authorised by the Landlord to enter the Premises to
inspect the progress and completion of the Works and for any other purpose
connected with this Schedule;
|
4.11.1
|
to
complete the Works in accordance with the obligations on the part of the
Tenant set out in this Schedule within three months from the date of this
Agreement;
|
4.11.2
|
on
completion of the Works to remove all debris and equipment from the
Premises, to make good any damage caused to the Building by the execution
of the Works and to clean the
Premises;
|
4.12
|
to
give Notice to the Landlord immediately upon completion of the
Works;
|
4.13
|
within
seven days after completion of the Works to prepare and deliver to the
Landlord three complete sets of drawings and specifications showing the
Works as completed and a copy of any operational and maintenance manuals
relating to the Works;
|
22
4.14
|
to
grant (or procure the grant of) a royalty-free and irrevocable licence to
copy and use the drawings specifications and operational and maintenance
manuals referred to in paragraph 4.15 for any purpose connected with the
Building, and such licence shall include the right to grant sub-licences
and shall be assignable to third parties without
consent;
|
4.15
|
until
completion of the same, keep the Works insured against the Insured Risks
(as defined in the Lease); and
|
4.16
|
immediately
following completion of the Works, give Notice to the Landlord of the cost
of the Works for insurance
purposes.
|
5.
|
CDM
Regulations
|
5.1
|
This
Clause applies to the extent that the CDM Regulations apply to the Works
or to the carrying out of the
Works.
|
5.2
|
The
Tenant shall plan, carry out and complete all the Works in accordance with
the CDM Regulations to the extent they apply to the
Works.
|
5.3
|
To
the extent that the Landlord may be a client for the purposes of the CDM
Regulations in relation to the Works or the carrying out of the Works, the
Tenant elects to be the only client in respect of the Works for the
purposes of the CDM Regulations and the Landlord agrees to such
election.
|
5.4
|
The
Tenant must comply with its obligations as a client for the purposes of
the CDM Regulations and must ensure that the CDM co-ordinator and the
principal contractor that it appoints in relation to the Works comply with
their respective obligations under the CDM Regulations. The Tenant must
liaise with the CDM co-ordinator to allow the CDM co-ordinator to assist
the Tenant in performing the Tenant’s duties as client under the CDM
Regulations.
|
5.5
|
At
completion of the construction phase of the Works, in accordance with the
CDM Regulations, the Tenant must ensure either that the CDM co-ordinator
gives the Landlord all necessary documents relating to the Works that are
required under the CDM Regulations to be kept in the health and safety
file for the Premises or that the CDM co-ordinator updates the health and
safety file for the Premises and, in either event, the Tenant must comply
with its obligations in the Lease relating to the documents and the file.
The Landlord shall co-operate with the CDM co-ordinator to the extent
necessary to allow the CDM co-ordinator to update the health and safety
file for the Premises.
|
The
Tenant covenants with the Landlord to dismantle and remove the Works and to
reinstate and make good the Premises and to restore the Premises to their
appearance immediately before the commencement of the Works to the reasonable
satisfaction of the Landlord's Surveyor:
6.1.1
|
as
soon as this Agreement is terminated;
or
|
23
6.1.2
|
before
the expiration or sooner determination of the Term, except if a new lease
is to be granted to the Tenant at the end of the Term containing
provisions to the same effect as those contained in this Schedule for the
reinstatement of the Premises before the end of the term of such new
lease.
|
The
Tenant covenants with the Landlord in carrying out such works of reinstatement
to comply with the provisions of this Schedule for the carrying out of the
Works.
7.
|
The
licences granted by this Schedule shall also terminate on the termination of
this Agreement.
8.
|
Agreement
and declaration
|
It is
agreed and declared that:
8.1
|
nothing
in this Schedule authorises any alterations or additions to the Premises
other than the Works;
|
8.2
|
the
licence contained in this Schedule is granted subject to the rights of any
person having an interest in the Building or any adjoining or neighbouring
property or any other interested
persons;
|
8.3
|
if
the Works are carried out all the Tenant's covenants and the conditions in
the Lease shall apply to the Premises when and as altered and shall extend
to all additions which may be made to the Premises in the course of the
Works;
|
8.4
|
the
alterations comprised in the Works are not improvements within the meaning
of Part 1 of the Landlord and Xxxxxx Xxx 0000 and are being carried out by
the Tenant to suit the Tenant's own personal requirements, and nothing in
this Schedule nor any correspondence, notice, specification or plan of the
Works shall be deemed to be notice under the Landlord and Xxxxxx Xxx 0000
or the 1954 Act of an intention to make improvements to the Premises, and
neither the Tenant nor any other person shall be entitled to any
compensation in respect of the Works at the expiration or sooner
determination of the Term or at any other
time;
|
8.5
|
any
decrease or increase in the rental value of the Premises caused by or
arising from the execution or existence of the Works or the obligations
contained in this Schedule shall be disregarded for the purpose of any
review of rent under the Lease;
|
8.6
|
nothing
contained in this Schedule implies any warranty by or on behalf of the
Landlord that the Works may be lawfully or safely carried
out;
|
8.7
|
nothing
contained in this Schedule releases or in any way lessens the liability of
any person to the Landlord under the covenants and conditions contained in
the Lease or constitutes a waiver of any outstanding
breach; and
|
8.8
|
nothing
in this Schedule imposes upon the Landlord any liability to insure the
Works until they are complete and the Tenant has notified the Landlord in
writing of completion of the Works and of any increase in the
reinstatement value of the Premises (including the
Works);
|
24
Exclusion
of Sections 24-28 of the 1954 Act
1.
|
The
Parties agree to exclude the provisions of sections 24 to 28 (inclusive)
of the 1954 Act in relation to the tenancy to be created by the
Lease.
|
2.
|
The
Tenant and Guarantor confirm that before the Tenant became contractually
bound to enter into the tenancy to be created by the
Lease:
|
2.1
|
The
Landlord served on the Tenant a notice dated 17 October 2007 in relation
to the tenancy to be created by the Lease in a form complying with the
requirements of schedule 1 to the Regulatory Reform (Business Tenancies)
(England and Wales) Order 2003 (the 2003
Order);
|
2.2
|
The
Tenant, or a person duly authorised by the Tenant, made a statutory
declaration (the Declaration) dated 19 October 2007 in a form complying
with the requirements of schedule 2 of the 2003
Order.
|
3.
|
The
Tenant further confirms that, where the Declaration was made by a person
other than the Tenant, the declarant was duly authorised by the Tenant to
make the Declaration on the Tenant’s behalf.
|
25
SIGNED by
for
and on behalf of
Nokia
UK Limited
|
)
)
)
)
|
/s/
illegible
Company
Secretary
/s/
illegible
22-11-07
|
SIGNED by
for
and on behalf of
FOCUS
Information Limited
|
)
)
)
)
|
/s/ Xxxx
Xxxxxxx
Xxxx Xxxxxxx
Managing Director
|
SIGNED by
for
and on behalf of
CoStar
Group, Inc.
|
)
)
)
)
|
/s/ Xxxxxx
Xxxxxxxx
Xxxxxx Xxxxxxxx
Chief Executive
Officer
|
26
ANNEXURES
Annexe
A:
|
Lease
|
Annexe
B:
|
Opinion
Letter
|
27