CONVERA TECHNOLOGIES INTERNATIONAL LIMITED and CONVERA CORPORATION LEASE relating to part ground floor, Radius Court, London Road, Bracknell, Berkshire Nabarro Nathanson 1 South Quay Victoria Quays Sheffield S2 5SY Tel: 0114 279 4000
DATED 06-Sept-2005
LIVERPOOL
VICTORIA FRIENDLY SOCIETY LIMITED
and
CONVERA
TECHNOLOGIES INTERNATIONAL
LIMITED
and
CONVERA
CORPORATION
LEASE
relating
to part ground floor, Xxxxxx Xxxxx, Xxxxxx Xxxx,
Xxxxxxxxx,
Xxxxxxxxx
Nabarro
Xxxxxxxxx
0
Xxxxx
Xxxx
Xxxxxxxx
Xxxxx
Xxxxxxxxx
X0 0XX
Tel:
0000
000 0000
L1585/02465/2675172
v.4
CONTENTS
Clause Subject
matterPage
1. DEFINITIONS
1
2. INTERPRETATION
5
3. DEMISE
AND TERM 7
4. PAYMENT
OF RENT 7
5. OTHER
FINANCIAL MATTERS 7
6. THIRD
PARTY RIGHTS OVER THE PREMISES 9
7. INSURANCE
10
8. STATE
AND
CONDITION OF THE PREMISES 12
9. USE
OF
THE PREMISES 14
10. ALIENATION
15
11. LEGAL
REQUIREMENTS 17
12. SERVICE
CHARGE 20
13. LANDLORD'S
COVENANTS 22
14. FORFEITURE
22
15. LIMITS
ON
LANDLORD'S LIABILITY 24
16. NOTICES
IN CONNECTION WITH THIS LEASE 24
17. TENANT'S
OPTION TO XXXXXXXXX 00
00. LANDLORD'S
OPTION TO DETERMINE 25
19. JURISDICTION
25
20. NEW
OR
OLD LEASE 26
21. INDEMNITY
26
22. GENERAL
26
23. GUARANTOR'S
COVENANTS 29
THE
FIRST
SCHEDULE 31
THE
SECOND SCHEDULE :32
THE
THIRD
SCHEDULE 33
THE
FOURTH SCHEDULE 34
L1585/02465/2675172
LEASE
DATE 06-Sept-2005
PARTIES
| (1) |
LNERPOOL
VICTORIA FRIENDLY SOCIETY LIMITED a friendly society incorporated under
the Friendly Societies Xxx 0000, the registered office of which is
at
County Gates, Xxxxxxxxxxx XX0 0XX (the "Landlord");
|
| (2) |
CONVERA
TECHNOLOGIES INTERNATIONAL LIMITED (registered number 02703837) whose
registered office is at Amberley Place, 000-000 Xxxxxxx Xxxxxx, Xxxxxxx,
Xxxxxxxxx XX0 0XX (the "Tenant");
and
|
| (3) |
CONVERA
CORPORATION of 0000 Xxxxxxx Xxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000
(the
"Guarantor").
|
IT
IS
AGREED AS FOLLOWS:
1.
DEFINITIONS
In
this
Lease:
"Building"
means
Xxxxxx Xxxxx, Xxxxxx Xxxx, Xxxxxxxxx;
"Conducting
Media"
means
the
sewers, drains, mains, pipes, wires, cables, ducts, watercourses, channels
and
conduits serving the Building;
"Common
Parts"
)
means
any
entrance hall, corridors, passages, fire escapes, lobbies, landings, staircases,
lifts, pedestrian ways, courtyards, forecourts, and any other amenities in,
or
forming part of, the Building which are or may from time to time be provided
or
designated by the Landlord (acting reasonably) for common use by the tenants
and
occupiers of the Building such occupiers to include the Landlord and all persons
expressly or by implication authorised by such tenants and occupiers but
excluding the Exclusively Occupiable Areas;L1585/02465/2675172
v.4
"End
of the Term"
means
the
expiry of the Term by effluxion of time or the determination of the Term by
forfeiture, surrender, merger, notice or in any other way;
"Excluded
Risks"
means
any
risk against which the Landlord does not insure because insurance cover for
that
risk is either not ordinarily available in the London insurance market, or
is
available there only at a premium or subject to conditions which in the
Landlord's discretion are unacceptable;
"Exclusively
Occupiable Areas"
means
those parts of the Building intended to be used exclusively by the Landlord
or
capable of being leased to occupational tenants;
"Financial
Year"
means
a
period of 12 months ending on each year;
"Group"
means
a
group of companies within the meaning of section 42 of the Landlord and Xxxxxx
Xxx 0000;
"Guarantor"
means
the
third party to this Lease and any person who has entered into a guarantee or
an
authorised guarantee agreement pursuant to this Lease and their respective
successors in title;
"Insurance
Rent"
means
the
cost to the Landlord (before any commission) of insuring:
[Missing
Graphic Reference]
against
loss of the Rent (having regard to the provisions for the review of the Rent)
for a period of three years or such longer period as the Landlord reasonably
considers appropriate; and
against
public liability of the Landlord in connection with any matter relating to
the
Premises or the occupation or use of the Premises by the
L1585/02465/2675172
v.4
Tenant
or
anyone at the Premises with the express or implied authority of the
Tenant;
"Insured
Risks" means:
|
(a) fire,
explosion, lightning and earthquake;
(b) flood,
storm,
bursting or overflowing of water tanks, pipes, or other water or
heating
apparatus;
(c) impact,
aircraft (other than hostile aircraft) and things dropped from such
aircraft;
(d) riot,
civil commotion and malicious damage; and
(e) such other
risks as the Landlord may from time to time insure
against,
|
but
to
the extent that any risk is for the time being an Excluded Risk, it will not
to
that extent and for that time be an Insured Risk;
"Interest
Rate"
means
four per cent above the base rate for the time being of HSBC Bank plc or if
that
rate is no longer published then the rate of interest which the landlord
reasonably considers to be most closely comparable to a minimum lending rates
generally applicable in the UK from time to time;
"Landlord"
the
first
party to this deed and its successors in title and the persons for the time
being entitled to the reversion immediately expectant on the end of the
Term;
"Landlord's
Surveyor"
means
a
chartered surveyor appointed by the Landlord who may be an individual or a
firm
or company of chartered surveyors, or an employee of the Landlord or a company
which is in the same Group as the Landlord;
"Landlord's
Works"
means
the
creation of a new lobby at ground floor level including a set of double doors
and a new partition wall dividing the ground floor into two suites as shown
on
Plan 3;
"Permitted
Use"
means
offices within use class Bl(a) of the Town & Country Planning (Use Classes)
Order 1987;
"Plan
1" "Plan 2" "Plan 3"
means
the
plans attached hereto and so marked;
L1585/02465/2675172
v.4
"Planning
Acts"
means
the
Town and Country Planning Xxx 0000, the Planning (Listed Building and
Conservation Areas) Xxx 0000, the Planning (Hazardous Substances) Xxx 0000
and
the Planning and Compensation Xxx 0000;
"Premises"
means
the
premises comprising an area approximately 5875 square feet situate and forming
part of the ground floor of the Building shown for identification purposes
edged
red on Plan 1 annexed and every part of it which includes for the purposes
of
obligation as well as grant:
| (a) |
the
plaster or other rendering and decorative covering of the walls thereof
and (in the case of non-structural walls only) the inner half thereof
severed medially;
|
(b) the
floor
screed Out not the slab beneath the same);
(c) the
ceiling thereof (but not the beams above the same);
| (d) |
all
doors and windows other than external to the Building fitted in the
walls
bounding such area and their respective frames and
fixings;
|
| (e) |
all
light fittings and electrical circuits, sockets and switches within
and
exclusively serving the Premises;
|
(0
all
carpets and floor coverings within and all other Landlord's fixtures and
fittings in, on or forming part of such area and exclusively serving the
same;
"Private
Car Parking Spaces"
means
the
26 car parking spaces in the car park as shown edged green on Plan 2 or such
alternative 26 car parking spaces in the car park adjoining the Building as
may
be allocated by the Landlord from time to time such alternative car parking
spaces to be no less beneficial to the Tenant and including three car parking
spaces for use by visitors to the Premises;
"Quarter
Days"
means
25
March, 24 June, 29 September and 25 December in every year;
"Rent"
means
one
hundred and eleven thousand six hundred and twenty five pounds (£111,625) per
annum plus VAT;
"Rent
Commencement Date"
means
21
March 2005;
"Services"
means
the
services set out in the Third schedule hereto;
"Service
Media"
means
conduits and equipment used for the reception generation passage and/or storage
of Utilities;
"Structure"
means
the
foundations, external walls (including the windows and window frames
therein), load bearing walls, supporting columns, stanchions, beams, supports,
timbers and girders, floors, roofs and other structural parts of the
Building;
"Supplemental
Document"
means
any
deed, agreement, licence, memorandum or other document which is supplemental
to
this Lease;
"Tenant"
includes
the Tenant's successors in title;
"Term"
means
the
term granted by this Lease and any continuation or extension of it or any
holding over;
"Utilities"
means
electricity, gas, water, foul water and surface drainage, heating, ventilation
and air conditioning smoke and fumes, signals, telecommunications, satellite
and
data communications and all other utilities;
"Working
Day"
means
a
day (other than a Saturday or a Sunday) on which banks are usually open for
business in England and Wales.
2.
INTERPRETATION
2.1 In
this
Lease:
2.1.1 the
table
of contents and clause headings are for reference only and do not affect its
construction;
2.1.2 the
words
"include" and "including" are deemed to be followed by the words "without
limitation";
2.1.3
general words introduced by the word "other" do not have a restrictive meaning
by reason of being preceded by words indicating a particular class of acts,
things or matters, and
2.1.4 obligations
owed by or to more than one person are owed by or to them jointly and
severally.
L1585/02455/2675172
v.
2.2 In
this
Lease, unless otherwise specified:
2.2.1
a
reference to legislation is a reference to all legislation having effect in
the
United Kingdom at any time during the Term, including directives, decisions
and
regulations of the Council or Commission of the European Union, Acts of
Parliament, orders, regulations, consents, licences, notices and bye-laws made
or granted under any act of Parliament or directive, decision or regulation
of
the Council or Commission of the European Union, or made or granted by a local
authority or by a court of competent jurisdiction and any approved Codes of
Practice issued by a statutory body;
2.2.2
a
reference to particular legislation is a reference to that legislation as
amended, consolidated or re-enacted from time to time and to all subordinate
legislation made under it from time to time;
2.2.3 a
reference to a person includes an individual, corporation, company, firm,
partnership or government body or agency, whether or not legally capable of
holding land; and
2.2.4 a
reference to a clause is a reference to a clause or sub-clause of this
Lease.
2.3 In
this
Lease:
2.3.1 an
obligation of the Tenant not to do something includes an obligation not to
cause
or allow that thing to be done;
2.3.2
a
reference to any act or to any act or omission of the Tenant includes any act
or
any act or omission of any other person at the Premises with the Tenant's
express or implied authority;
2.3.3
the
rights of the Landlord under any clause are without prejudice to the rights
of
the Landlord under any other clause or Supplemental Document or other instrument
entered into in connection with this Lease;
2.3.4
the
obligations of or restrictions on the Tenant or a Guarantor under any clause,
Supplemental Document or other instrument entered into in connection with this
Lease, are without prejudice to the obligations of or restrictions on the Tenant
or Guarantor, or to the rights of the Landlord under any other clause,
Supplemental Document or other instrument entered into in connection with this
Lease;
2.3.5 a
reference to the consent or approval of the Landlord means the prior consent
in
writing
of the
Landlord, signed by or on behalf of the Landlord;
2.3.6
where a matter in this Lease is subject to the consent or approval of the
Landlord, it is also, where required, subject to the written consent of any
superior landlord or mortgagee of the Landlord;
2.3.7 references
to any adjoining property of the Landlord include any property adjoining or
near
the Premises owned, leased or occupied by the Landlord from time to
time;
2.3.8 references
to the end of the Term are to the end of the Term whether before, at or after
the end of the term of years granted by this Lease;
2.3.9 references
to a fair proportion of any sum are to the whole or a proportion of that sum
which is fair and reasonable in the circumstances as reasonably determined
by
the
L1585/02455/2675172
v.
Landlord's
Surveyor, whose decision shall be final and binding (save in the event of
manifest error or illegality);
2.3.10 the
perpetuity period is 80 years from the date of this deed;
2.3.11 where
a
sum is expressed to be payable on demand, it will become payable, unless
otherwise specified, five Working Days after the demand has been made;
and
2.3.12 unless
otherwise specified, references to the Premises include any part of the
Premises.
3. DEMISE
AND TERM
The
Landlord lets the Premises to the Tenant together with the rights specified
in
the First schedule hereto and except and reserving the rights and easements
specified in the Second schedule hereto for a term of three years from and
including 21 March 2005 and expiring on 20 March 2008.
| 4. |
PAYMENT
OF RENT The
Tenant shall pay throughout the Term:
|
4.1
the
Rent to be paid clear of all deductions counterclaims or set-offs whatsoever
by
equal quarterly
payments in advance on the Quarter Days in each year the first payment in
respect
of the
period from the Rent Commencement Date until (but excluding) the next following
Quarter Day and to be calculated on a daily basis by reference to a calendar
year of 365 days to be paid on the Rent Commencement Date;
4.2
if
required in writing by the Landlord the Tenant shall make such quarterly
payments by banker's order (as the Landlord shall require) to any bank account
in the United Kingdom as the Landlord may nominate;
4.3 the
Insurance Rent;
4.4 the
Service Charge pursuant to clause
12
of
this Lease; and
4.5 all
other
sums due under this Lease.
5. OTHER
FINANCIAL MATTERS 5.1Utilities
The
Tenant shall pay all charges, including connection and hire charges, relating
to
the supply of Utilities to the Premises and will comply with all present or
future requirements and recommendations of the suppliers of Utilities to the
Premises.
5.2 Common
facilities
The
Tenant shall pay on demand a fair proportion of any costs incurred or payable
by
the Landlord in respect of any land or Service Media not forming part of, but
used in connection with, the Premises.
5.3 Rates
and taxes
5.3.1
The
Tenant shall pay and indemnify the Landlord against all present and future
rates, duties and assessments of any nature charged on or payable in respect
of
the Premises whether
payable by the landlord, owner, occupier or tenant of the Premises and
whether
of a
capital or income, recurring or non-recurring nature except any income or
corporation tax imposed on the Landlord in respect of:
(a) the
grant
of this deed; or
(b) the
receipt of the rents reserved by this Lease; or
(c) any
dealing or disposition by the Landlord with its interest in the
Premises.
5.3.2
The
Tenant shall not make any claim for relief from any of the charges referred
to
above which could result in the Landlord not being entitled (during or after
the
end of the Term) to that relief in respect of the Premises.
5.4 Payments
relating to the Premises and other property
Where
any
of the charges payable under clause
5.2
relates to other property as well as the Premises, the amount to be paid by
the
Tenant will be a fair proportion of the whole of the amount charged or
payable.
5.5 Landlord's
costs
The
Tenant shall pay to the Landlord, on demand, and on an indemnity basis, the
fees, costs
and
expenses charged, incurred or payable by the Landlord, and its advisors or
bailiffs in connection with:
5.5.1
any
steps taken in contemplation of, or in relation to, any proceedings under
section 146 or 147 of the Law of Property Xxx 0000 or the Leasehold Property
(Repairs) Xxx 0000, including the preparation and service of all notices, and
even if forfeiture is avoided (unless it is avoided by relief granted by the
court);
5.5.2
preparing and serving schedules of dilapidations at any time during the Term
(or
after the
Term
in respect of dilapidations arising during the Term), and supervising any
works
undertaken to remedy such dilapidations;
5.5.3
recovering (or attempting to recover) any arrears of Rent or other sums due
to
the Landlord under this Lease, including any costs associated with the
Landlord's remedies of distress or execution;
5.5.4 any
investigations or reports carried out to determine the nature and extent of
any
breach
by the
Tenant of its obligations in this Lease;
5.5.5 any
steps
taken to procure that a breach by the Tenant of its obligations under this
Lease
is
remedied; and
L1585/02465/2675172
v.
5.5.6
any
application for a consent of the Landlord (including the preparation of any
documents) which is needed by virtue of this Lease, (whether or not such consent
is granted).
5.6 Value
added tax
5.6.1
Where the Tenant is to pay the Landlord for any supply made to the Tenant by
the
Landlord, the Tenant shall also pay any value added tax which may be payable
in
connection with that supply.
5.6.2
Where the Tenant is to pay the Landlord the costs of any supplies made to the
Landlord, the Tenant shall also pay the Landlord any value added tax payable
in
connection with that supply, except to the extent that the Landlord is able
to
obtain a credit for the value added tax from HM Customs and Excise.
5.7 Interest
5.7.1
If
the Rent is not paid to the Landlord on the due date or if any other sums
payable under this Lease to the Landlord are not paid within five Working Days
of the due date for payment the Tenant shall pay interest to the Landlord at
the
Interest Rate for the period from and including the due date until payment
(both
before and after any judgment).
5.7.2
If
the Landlord refuses to
accept
any Rent or other sum due under this Lease, when the Tenant is, or may be,
in
breach of any of its obligations in this Lease so as not to prejudice
the Landlord's rights to re-enter the Premises and forfeit this Lease, the
Tenant
shall
pay interest on such sum to the Landlord at the Interest Rate for the period
from and including the date such sum became due until the date the payment
is
accepted by the Landlord.
|
5.7.3
|
Interest
under this Lease wi11 accrue on a daily basis, compounded with quarterly
rests
|
on
the
Quarter Days and will be payable immediately on demand.
5.8 Exclusion
of statutory compensation
Any
statutory right of the Tenant, or any undertenant, to claim compensation from
the Landlord or any superior landlord on leaving the Premises is excluded to
the
extent that the law allows.
6.
THIRD PARTY RIGHTS OVER THE PREMISES
6.1 There
are
expected from this deed and this Lease is granted subject to:
6.1.1
all
existing rights which belong to other property, or are enjoyed by other property
over the Premises or any land or Service Media over which rights are granted
by
the Landlord to the Tenant by this Lease; and
|
6.1.2
|
the
matters contained or referred to in the property and changes registers
of
title number
|
BK324723
as at the date of this deed.
|
6.2
|
The
Tenant shall comply with the matters contained or referred to in
the
register referred to
|
in
clause
6.1
so
far as they relate to the Premises and the rights granted by this
Lease.
11585102465/2675172
v.4
6.3 The
Tenant shall:
6.3.1 not
permit any third party to acquire any right over the Premises or to encroach
upon the
Premises;
6.3.2 give
the
landlord immediate written notice of any attempt to do this;
6.3.3 take
any
steps which the Landlord may reasonably require to prevent the acquisition
of
any right over or encroachment on the Premises; and
6.3.4
preserve for the benefit of the Premises and the Landlord's interest in them
all
existing rights which belong to the Premises and are enjoyed over adjoining
or
neighbouring property.
6.3.5 The
Tenant shall not block or obstruct any window or ventilator at the
Premises.
6.3.6 The
Tenant shall not grant any right or licence to a third party relating to the
airspace at the Premises.
7.
INSURANCE
7.1 Landlord's
obligations relating to insurance
7.1.1 The
Landlord shall insure the Premises, other than any part of the Premises
installed by the Tenant or any other occupier, against the Insured
Risks.
7.1.2
The
insurance taken out by the Landlord shall be through an agency chosen by the
Landlord and subject to any exclusions, excesses and conditions as may be usual
in the insurance market at the time or required by the insurers, or reasonably
required by the Landlord.
7.1.3
The
Landlord shall, at the request of the Tenant, and on payment by the Tenant
of a
reasonable fee, produce details of the terms of the current insurance policy
and
evidence of the payment of the current premium.
7.2 Reinstatement
7.2.1 If
the
Premises are damaged or destroyed by an Insured Risk, then:
| (a) |
unless
payment of any insurance monies is refused because of any act or omission
of the Tenant and the Tenant has failed to comply with clause
7.3.8;
|
(b) subject
to the Landlord being able to obtain any necessary consents; and
(c) subject
to the necessary labour and materials being and remaining
available,
the
Landlord shall use the insurance monies received by the Landlord, except monies
received for loss of rent, in repairing and reinstating the Premises (other
than
any part which the Landlord is not obliged to insure) or in building a
Comparable Building as soon as reasonably possible. A "Comparable
Building" is
a
building of premises generally similar to the Premises in design, function
size
and location, but may differ in these aspects from the Premises having regard
to
the principles of good estate management and building design.
11585102465/2675172
v.4
7.3 Tenant's
obligations relating to insurance
The
Tenant shall:
7.3.1 pay
the
Insurance Rent in accordance with this Lease;
7.3.2
pay
on demand any increase in the insurance premium for any adjoining property
of
the Landlord which is attributable to the use of the Premises, or anything
done
or omitted to be done on the Premises by the Tenant or any other occupier of
the
Premises;
7.3.3
pay
on demand the costs incurred or payable by the Landlord in connection with
the
Landlord obtaining any valuation of the Premises for insurance purposes, as
long
as such valuation is made at least three years after any previous such
valuation;
7.3.4 comply
with the requirements of the insurers relating to the Premises;
7.3.5
not
do or omit to do anything which may make the insurance of the Premises or of
any
adjoining property of the Landlord, taken out by the Landlord or any superior
landlord, void or voidable, or which would result in an increase in the premiums
for such insurance;
give
the
Landlord immediate written notice of any damage to or destruction of the
Premises by an Insured Risk;
pay
the
Landlord on demand the amount of any excess required by the insurers in
connection with that damage or destruction;
pay
the
Landlord on demand an amount equal to any amount which the insurers refuse
to
pay, following damage or destruction by an Insured Risk, because of any act
or
omission of the Tenant;
if
requested by the Landlord, remove its fixtures and effects from the Premises
to
allow the Landlord to repair or reinstate the Premises;
pay
the
Landlord on demand the costs incurred by the Landlord in preparing and settling
any insurance claim relating to the Premises arising from any insurance taken
out by the Landlord; and
7.3.11
not take out any insurance of the Premises against the Insured Risks in its
own
name other than in respect of any part of the Premises installed by or on behalf
of the Tenant or any undertenant, and if the Tenant has the benefit of any
such
insurance, the Tenant shall hold all money receivable under that insurance
upon
trust for the Landlord.
7.4 Suspension
of rent
7.4.1
If
the whole of the Premises or any part which the Landlord is obliged to insure,
are damaged or destroyed by an Insured Risk so as to make the Premises or any
part which the Landlord is obliged to insure, unfit for occupation or use,
the
Rent (or a due proportion of it according to the nature and extent of the
damage) will be suspended from
the
date of damage or destruction for a period equivalent to the period for which
loss of rent insurance has been effected being not less than three years, or,
if
sooner, until the Premises, or such part, have been made fit for occupation
and
use.
7.4.2
The
Rent will not be suspended to the extent that any loss of rent insurance has
been made ineffective, or payment of it has been refused by the insurers because
of any act or omission by the Tenant.
7.4.3 The
Rent
will not be suspended unless and until any arrears of Rent or other sums due
under this Lease have been paid by the Tenant in full.
7.4.4 Any
dispute relating to this clause
7.4
will
be referred to arbitration.
7.5 Insurance
monies
All
insurance monies payable will belong to the Landlord.
7.6 Termination
of the Lease where damage is caused by Insured Risks
If
the
whole or substantially the whole of the Premises is made unfit for occupation
or
use by damage or destruction by an Insured Risk then either the Landlord or
the
Tenant may terminate this Lease by giving written notice to the other such
that
this Lease will terminate on the date specified in the notice such termination
will be without prejudice to any claim which the Landlord or Tenant may have
against the other for any earlier breach of their respective obligations in
this
Lease.
8.
STATE AND
CONDITION
OF
THE
PREMISES 8.1 Repair
8.1.1 The
Tenant shall repair the Premises and keep them in good and substantial repair
and condition.
8.1.2
The
Tenant shall keep all plant and machinery at the Premises in good condition
and
working order, and replace any items of plant or machinery which become beyond
repair with new ones of a type and quality reasonably satisfactory to the
Landlord.
8.1.3
The
Tenant shall enter into and maintain contracts for the maintenance of plant
and
machinery at the Premises, with contractors approved by the Landlord (such
approval not to be unreasonably withheld).
8.1.4
The
Tenant shall carry out all works and treatments to the Premises as are necessary
for the proper repair and maintenance of the Premises and to ensure the health
and safety of people working at or visiting the Premises.
8.1.5 The
Tenant shall keep any outside parts of the Premises clean and tidy.
8.1.6 The
Tenant shall regularly clean the inside and outside of the windows at the
Premises.
8.1.7 The
Tenant will not be liable under this clause
8.1
to
the extent that the Landlord is obliged to carry out the relevant repair works
under clause
7.2
(Reinstatement) or to the extent
that the Landlord is prevented from carrying them out by reason of the matters
referred to in paragraph (b) or (c) of clause
7.2.1.
8.2 Alterations
8.2.1 The
Tenant shall not:
| (a) |
construct
any new building or structure or install any additional Service Media
on
the Premises;
|
(b) make
any
structural alterations or additions to the Premises; or
| (c) |
make
any alterations or additions to the outside parts or exterior of the
Premises, including any alterations to their
appearance.
|
8.2.2 The
Tenant shall not without the consent of the Landlord, such consent not to be
unreasonably withheld:
(a) make
any
alterations to the Service Media which form part of the Premises;
or
(b) make
any
internal, non-structural alterations or additions to the Premises.
8.2.3
The
Tenant shall fit out the Premises with fittings of a type and quality which
are
(in the Landlord's discretion exercised reasonably) commensurate with the
nature, location and use of the Premises.
8.2.4
The
Tenant may erect and relocate internal demountable partitioning without the
Landlord's consent provided that two sets of revised plans and associated
specifications are supplied to the Landlord by the Tenant within two months
of
any such partitioning being installed or relocated.
8.2.5
On
any application for consent to make alterations or additions the Tenant shall
give the Landlord three copies of a specification and detailed drawings
identifying the proposed works, and any further copies required by a superior
landlord.
8.2.6
Unless otherwise required by the Landlord, the Tenant shall, at the end of
the
Term, remove any alterations or additions made to the Premises by the Tenant
during the Term (and make good any damage caused by that removal to the
reasonable satisfaction of the Landlord) and shall reinstate the Premises to
their original layout and condition.
8.3 Decoration
The
Tenant shall redecorate the inside of the Premises in the last six months of
the
Term in colours and materials approved by the Landlord such approval not to
be
unreasonably withheld or delayed.
8.4 Signs
and reletting notices
8.4.1
The
Tenant shall not display any signs or notices at the Premises which can be
seen
from outside the Premises, except one external sign giving the name and business
of the Tenant (or other authorised occupier), the size, style and position
of
which have been approved by the Landlord.
8.4.2 At
the
end of the Term the Tenant shall remove any signs at the Premises and will
make
good any
damage caused by that removal to the reasonable satisfaction of the
Landlord.
L1585/02465/2675172
v.4
8.4.3 The
Tenant shall permit the Landlord to place a sign on the Premises:
| (a) |
at
any time advertising the sale of the Landlord's interest (or any superior
interest) in the Premises; and
|
(b) during
the last six months of the Term for the reletting of the Premises,
as
long
as such signs do not unreasonably restrict the access of light or air to the
Premises.
9.
USE OF THE PREMISES
9.1 The
Permitted Use
The
Tenant shall not use the Premises except for the Permitted Use.
9.2 Obstructions
The
Tenant shall not obstruct any pavement, footpath or roadway adjoining or serving
the Premises.
9.3 Restrictions
on use The
Tenant shall not:
9.3.1
leave the Premises unoccupied for a period of more than one month without first
notifying the Landlord in writing, nor for
more
than
three months without the consent of the Landlord, but the Tenant will not by
virtue of this clause be required to trade from the Premises;
9.3.2 do
anything on the Premises which is illegal or immoral;
9.3.3
do
anything on the Premises which would cause a nuisance or inconvenience or any
damage or disturbance to the Landlord or any owner or occupier of any other
property adjoining or near the Premises;
9.3.4 carry
out
any acts at the Premises which are noisy, noxious, dangerous or
offensive;
9.3.5 store
dangerous or inflammable materials at the Premises unless they are:
| (a) |
of
a type usually kept by persons carrying on the same business as the
Tenant
(or other occupier) or are necessary for the operation of any plant
or
machinery;
|
(b) kept
in
reasonable quantities; and
| (c) |
stored
safely and in accordance with the requirements and recommendations
of the
insurers of the Premises;
|
9.3.6 allow
waste to accumulate at the Premises;
9.3.7 allow
any
material which is deleterious, polluting or dangerous (to persons or property)
to enter any Service Media or any adjoining property; nor
9.3.8 overload
or obstruct any Service Media which serve the Premises.
L1585/02465/2675172
v.4
9.4 Use
of machinery
The
Tenant shall not use any machinery on the Premises in a manner which causes
or
may cause:
9.4.1 any
damage to the fabric of the Premises or any strain on the structure of the
Premises beyond that which it is designed to bear; or
9.4.2 any
undue
noise, vibration or other inconvenience to the Landlord or the owners or
occupiers of any property adjoining or near to the Premises.
9.5 Fire
and security precautions
The
Tenant shall comply with the requirements and recommendations of the fire
authority and with any reasonable requirements of the Landlord relating to
fire
prevention and the provision of fire fighting equipment at the Premises and
the
reasonable requirements of the Landlord in relation to the security of the
Premises while they are vacant.
9.6 Exclusion
of warranty
The
Landlord does not warrant or represent that the Premises may be used for the
Permitted Use or for any other purpose.
10.
ALIENATION
10.1.1
The Tenant shall not to deal with or dispose of its interest in this Lease
or
part with possession of the whole or any part of that interest or permit any
other person to occupy the Premises (as the case may be) except as permitted
by
clause
10.2
and
except by way of:
(a) an
assignment of the whole of its interest in the Premises; or
(b) a
sub-lease of the whole of the Premises,
which
may, in any event, only be made with the Landlord's consent such consent not
to
be unreasonably withheld or delayed.
10.1.2
The Landlord and the Tenant agree that, for the purposes of section 19(1A)
of
the Landlord and Tenant Xxx 0000, the Landlord may refuse its consent to an
assignment in any of the following circumstances:
(a) if
the
Tenant has not paid all rents and other sums due under this Lease;
| (b) |
if
in the reasonable opinion of the Landlord the assignment would have
an
adverse effect on the value of the Landlord's reversion to the Premises,
assuming the Landlord wished to sell its reversion in the open market
on
the day following completion of the
assignment;
|
| (c) |
if,
where the obligations of the Tenant have been guaranteed by a member
of
the same Group as the Tenant, the assignee is another member of that
Group;
|
| (d) |
if
the assignee (being a body corporate) is not incorporated within the
UK,
unless its proposed guarantor (and if more than one then all of them)
(being a body corporate) is (or are) incorporated within the
UK.
|
10.1.3
The Landlord and Tenant agree that, for the purposes of section 19(1A) of the
Landlord and Xxxxxx Xxx 0000, the Landlord may give its consent to an assignment
subject to all or any of the following conditions:
| (a) |
that
the Tenant enters into an authorised guarantee agreement no later than
the
date of the assignment, which agreement is to be by deed, is to provide
for a guarantee of all the obligations of the assignee under this Lease
from the date of the assignment until the assignee is released by virtue
of the Landlord and Tenant (Covenants) Xxx 0000, and which provides
for
all the matters permitted by section 16(5) of that Act and which is
otherwise in accordance with section 16 of that Act and in a form
reasonably required by the Landlord;
|
| (b) |
that,
where reasonably required by the Landlord, the assignee shall procure
a
guarantor or guarantors, which if a body corporate is to be incorporated
within the UK, acceptable to the Landlord, to enter into a full guarantee
and indemnity of the assignee's obligations under the Lease, such
guarantee and indemnity to be by deed and contain the obligations set
out
in the Fourth schedule hereto (with such additions an amendments as
are
necessary to reflect the fact that the guarantee and indemnity is being
entered into after the date of this Lease and by means of a separate
document) together with any additional provisions reasonably required
by
the Landlord;
|
| (c) |
that
if, at any time before the assignment the circumstances set out in
clause
6.3.2
apply, the Landlord may revoke its consent to the assignment by written
notice to the Tenant;
|
(d) that
the
assignment is completed within two months of the consent;
| (e) |
that
the proposed assignee enters into a covenant with the Landlord to comply
with the obligations of the Tenant in this Lease from the date the
assignment of the Lease is completed throughout the term of this Lease
and
(where applicable) any continuation of the tenancy created by this
Lease
or until the assignee of this Lease is released by virtue of the Landlord
and Tenant (Covenant) Xxx 0000, if
sooner.
|
10.1.4
Clauses
10.1.2
and 10.1.3 do not limit the right of the Landlord to refuse consent to and
assignment on any other reasonable ground or to impose any other reasonable
condition to its consent.
10.1.5
Any document to be entered into by an assignee of the Tenant in fulfilment
of a
condition of consent to the assignment shall be in a form reasonably required
by
the Landlord.
10.1.6
The Tenant shall not underlet the whole of the Premises without first obtaining
from the undertenant a covenant by the sub-undertenant with the Landlord to
comply with the terms of this Lease on the part of the tenant, other than as
to
the payment of any rent or other sums reserved as rent by this Lease, and to
comply with the obligations on the undertenant in the lease throughout the
term
of the lease and (where applicable) any continuation of the tenancy created
by
the lease or until the undertenant is released by virtue of the Landlord and
Tenant (Covenants) Xxx 0000, if sooner.
L1585/02455/2675172
v.4
10.1.7 Any
underlease of the whole of the Premises shall be granted:
| (a) |
at
a rent which is not less than the then open market rental value of
the
whole of the Premises;
|
(b) without
a
fine or premium; and
(c) with
the
underlease rent payable not more than one quarter in advance. 10.1.8The
Tenant shall not grant an underlease unless:
| (a) |
before
the undertenant enters into the underlease or becomes contractually
bound
to do so the underlease is validly excluded from the operation of sections
24 to 28 (inclusive) of the Landlord and Xxxxxx Xxx 0000 in accordance
with the provisions of section 38A of that Act and the relevant schedules
of the Regulatory Reform (Business Tenancies) (England and Wales) Order
2003; and
|
| (b) |
the
Tenant shall supply the Landlord with a copy (certified by solicitors
as a
true copy of the original for this purpose) of the notice served by
it and
the undertenant's statutory declaration or declaration (as appropriate)
pursuant to section 38A of that Act.
|
10.2 Group
sharing of occupation
The
Tenant
may share occupation of the Premises with one or more other companies which
are
within its Group on the following conditions:
10.2.1 the
Tenant
promptly notifies the Landlord in writing of the beginning and the end of the
arrangement;
10.2.2 no
relationship of landlord and tenant is created by the arrangement;
and
10.2.3 the
other
companies vacate the Premises immediately if any of them ceases to be a member
of the same Group as the Tenant.
10.3 Charging
10.3.1 The
Tenant
shall not charge or agree to charge any part of the Premises (as distinct from
the whole).
10.3.2 The
Tenant
shall not charge or agree to charge the whole of the Premises without the
consent of the Landlord, such consent not to be unreasonably withheld or
delayed.
11.
LEGAL REQUIREMENTS
11.1 Legislation
The
Tenant shall:
11.1.1 comply
with all
legislation affecting the Premises, their use and occupation and the health
and
safety of persons working at or visiting the Premises, whether the legislation
requires the owner, landlord, tenant or occupier
to
comply;
11.1.2 carry
out
any works to the Premises which are required by legislation;
L1585/02465/2675172
|
11.1.3
11.1.4
|
obtain
all licences and consents which are required under any legislation
to use
the Premises or carry out any works or other activity at the
Premises;
at
the end of the Term pay the Landlord a fair proportion of any compensation
which the Tenant has received or which is receivable by the Tenant
because
of any restriction placed on the use of the Premises under any
legislation.
|
11.1.5 not
do or
omit to do anything at the Premises which would result in:
| (a) |
any
other property owned or occupied by the Landlord failing to comply
with
any legislation; or
|
(b) the
Landlord incurring any cost, penalty or liability under any legislation.
11.2Notices
relating to the Premises
The
Tenant shall:
11.2.1
give the Landlord a copy of any notice received by the Tenant, relating to
the
Premises or any occupier of them, or to the Landlord's interest in them, within
5 Working Days of having received it (or immediately if there are shorter time
limits in the notice);
11.2.2
whether the notice requires compliance by the owner or occupier of the Premises,
but subject to clause
11.2.3,
comply with the terms of any such notice in a manner approved by the Landlord,
but the Landlord's approval of any particular manner will not imply that the
Tenant has discharged its obligation to comply with the terms of the
notice;
11.2.3 at
its
own cost, make, or join the Landlord in making, any objection or appeal against
such notice, which the Landlord may reasonably require.
11.3 Planning
11.3.1 The
Tenant shall comply with the Planning Acts.
11.3.2 The
Tenant shall pay any charge imposed under the Planning Acts in respect of the
use of the Premises, or any works carried out at the Premises.
11.3.3
The Tenant shall not apply for planning permission or make any other application
under the Planning Acts nor implement any planning permission affecting the
Premises without the consent of the Landlord.
11.3.4
The Landlord may withhold consent to implementation if the Tenant has applied
for the planning permission in breach of an obligation in this Lease, or if
any
time limit in the permission, or the inclusion or omission of any condition
in
or from the permission would, or would be likely to, prejudice the Landlord's
interest in the Premises or any adjoining property of the Landlord.
11.3.5
In
giving its consent to the Tenant implementing a planning permission, the
Landlord may, as a condition of that consent, require the Tenant to comply
with
all the conditions contained in the permission before the end of the term of
years granted by this Lease, whether or not the permission imposes such time
limits and, where reasonable, require the Tenant to provide security
satisfactory to the Landlord for its compliance with the conditions in the
permission (as modified by the above condition). The Tenant shall not implement
the permission until that security is supplied.
L1585/02465/2675172
v.4
11.3.6
If
reasonably required by the Landlord and at the Landlord's expense, the Tenant
shall appeal against a refusal of planning permission or any condition contained
in a permission applied for by or on behalf of the Tenant.
11.4 Environmental
requirements
11.4.1 In
this
clause the following definitions apply:
"Dangerous
Substances"
means
any
substance (whether in the form of a solid, liquid, gas or vapour) the
generation, keeping, transportation, storage, treatment, use or disposal of
which gives rise to a risk
of
causing harm to humans or to any other living organism, or causing damage to
the
Environment and includes any controlled, special, hazardous, toxic, radioactive
or dangerous waste;
"Environment"
means
the
environment as defined in section 1(2) of the Environmental Protection Xxx
0000;
"Environmental
Law"
means
any
legal rule, regulation or obligation, whether or not having effect at the date
of this Lease, and whether or not having retrospective effect, concerning the
protection of human health or the Environment or Dangerous
Substances.
11.4.2 The
Tenant shall ensure that all Environmental Laws relating to:
|
(a)
the
Premises;
(b)
the
carrying out of any operations on the Premises;
(c)
or
the use of the Premises,
|
are
complied with and shall not do anything on the Premises or cause to be present
on the Premises any matter or thing, which may cause loss to the Landlord by
reason of any Environmental Law.
11.5 The
Construction (Design and Management) Regulations 1994
11.5.1
In
this clause "Regulations"
means
the
Construction (Design and Management) Regulations 1994 and "File" means the
Health and Safety file for the Premises and works carried out to it, required
by
the Regulations.
11.5.2
In
respect of any works carried out by or on behalf of the Tenant or any
undertenant or other occupier of the Premises (including any works of
reinstatement which may be carried out after the end of the Term) to which
the
Regulations apply, the Tenant shall:
| (a) |
comply
in all respects with the Regulations and procure that any person involved
in carrying out such works complies with the Regulations;
and
|
| (b) |
act
as the only client in respect of those works and where required by
the
Landlord serve a declaration to that effect on the Health and Safety
Executive pursuant to regulation 4 of the Regulations and give a copy
of
it to the Landlord.
|
L1585/02465/2675172
v.4
11.5.3 The
Tenant shall:
|
(a)
maintain and make the File available to the Landlord for inspection
at all
times;
(b)
on
request provide copies of the whole or any part of the File to the
Landlord; and
(c)
hand the File to the Landlord at the end of the
Term.
|
|
11.5.4
The
Tenant shall obtain all copyright licences which are needed for the
Tenant
to comply lawfully
with this clause
11.5.
11.5.5
The
copyright licences obtained by the Tenant
shall:
|
(a) be
granted with full title guarantee;
| (b) |
allow
the Landlord and any superior landlord and anyone deriving title through
or under them to take further copies of the File or any part of
it;
|
(c) be
obtained without cost to any such person;
(d) allow
any
such person to grant sub-licences on similar terms; and
(e) be
irrevocable.
11.6 Local
Authority requirements
The
Tenant shall comply with all local authority requirements and recommendations
relating to the loading and unloading of goods at the Premises and collection
of
refuse from the Premises.
11.7 Defective
Premises Xxx 0000
11.7.1
The Tenant shall give the Landlord written notice of any defect in the Premises
which may
make
the Landlord liable to do, or not to do, any act to comply with the duty of
care
imposed
by the Defective Premises Xxx 0000.
11.7.2 The
Tenant shall display any notices at the Premises needed to enable the Landlord
to comply with the Defective Premises Xxx 0000.
11.8 No
additional rights
The
Landlord will not be obliged to grant any additional rights to the Tenant or
waive any of the Landlord's rights under this Lease in connection with the
obligations of the Tenant in this clause
11.
12.
SERVICE CHARGE
12.1
The
Tenant shall pay as additional rent a sum (the "Service
Charge") representing
18.57 per cent of the reasonable and proper cost to the Landlord (the
"Expenses")
of
complying during the Term with its obligations contained in clause
13.2
of
this Lease or providing any other service that the Landlord reasonably considers
desirable for the efficient use or occupation of the Building and which is
in
the interests of the occupiers thereof as a class provided that the Landlord
shall be at liberty in its reasonable discretion to vary such proportion of
the
Expenses to such other proportion as shall be fair and reasonable (including,
if
appropriate, the attribution of the whole or none of any particular expenditure
to the Premises) having regard to the relative benefit of any relevant Services
enjoyed or capable of being enjoyed by the Tenant, and the Landlord will have
due regard to any representations made by the Tenant with respect to the
variation of the proportion and the reasonableness of such
attribution.
12.2
The
amount of the Expenses pertaining to any Financial Year shall be certified
by
the Landlord and shall include all professional fees in connection with the
preparation of such certificate (the "Certificate").
12.3
On
account of the Service Charge the Tenant shall pay to the Landlord on each
Quarter Day of the Term of one quarter of the Landlord's reasonable estimate
of
the Expenses for the relevant financial year provided that such estimate shall
be provided to the Tenant in writing prior to the First Quarter Day in any
Financial Year together with explanatory information in relation to any change
to the proportion of the Expenses and any additional item included in the
Expenses.
12.4
Following the delivery of the Certificate the Landlord shall submit to the
Tenant an account for the Service Charge for the relevant Financial Year due
credit being given for any payments made by the Tenant and forthwith the Tenant
shall pay the balance outstanding the Landlord shall repay to the Tenant any
amount which may have been overpaid.
12.5
Notwithstanding anything contained elsewhere in this Lease including (without
limitation) in this clause
12
the
Tenant shall have no liability for the following and the Landlord shall not
be
entitled to claim Service Charge from the Tenant in relation to the following
items:
12.5.1
any costs incurred by the Landlord in relation to the review of rent of any
unit
of accommodation within the Building which is let (or intended by the Landlord
to be let) as an occupation unit or the letting or reletting of any such
unit;
12.5.2
any costs incurred by the Landlord in carrying out works to any part of the
Building to reinstate the same following damage or destruction by an Insured
Risk unless the policy of insurance has been prejudiced by the act or default
of
the Tenant;
12.5.3
any costs, liabilities or expenses in respect of or attributable to any
occupational unit(s) in the Building which are from time to time unlet or in
respect of which the Landlord has granted the occupier a concessionary period
free or reduced service charge liability as an inducement to occupy such
unit(s);
12.5.4
any improvements to the Building or any part thereof and any replacement or
renewal of the facilities plant and machinery servicing the same save where
such
items are beyond economic repair;
12.5.5
any capital expenditure on the Building (save in relation to routine usual
repair and maintenance) which it is unreasonable to expect the Tenant to
contribute to having regard to the length of the term granted by this
Lease.
12.6
The
Landlord shall retain and the Tenant shall be entitled to inspect all invoices,
receipts, vouchers
and other documentation and information relating to the cost of or payment
for
the
delivery
of any of the Services (or any of them) and the Tenant shall be entitled to
take
copies of such material.
L1585/02465/2675172
v.4
12.7
The
Certificate shall contain an accurate account of all the Expenses for the
relevant Financial Year and shall be delivered within two months of the expiry
of such Financial Year.
| 13. |
LANDLORD'S
COVENANTS The
Landlord hereby covenants with the
Tenant:
|
13.1
if
the Tenant pays the rent and performs and observes the covenants by the Tenant
and the conditions contained in this Lease the Tenant may peaceably and quietly
hold and enjoy the Premises during the Term without any lawful interruption
by
the Landlord or any person claiming under or in trust for the
Landlord;
13.2
subject to the Tenant paying all rent and other sums due under this Lease to
use
all reasonable endeavours to provide the Services provided that the Landlord
shall not be liable for any breach of this covenant where the breach arises
from
any cause beyond the reasonable control of the Landlord;
13.3
to
provide swipe cards to the Tenant to enable the Tenant to use Landlord's
security system to obtain access to the Building and/or the Premises and
(subject to the capabilities from time to time of the Landlord's security
system) in relation thereto to programme or otherwise prepare the same in
accordance with the Tenant's reasonable requirements from time to time, with
each swipe card to be provided at a cost of ten pounds (£10) or such greater sum
as the Landlord acting reasonably may consider necessary.
13.4
The
Landlord covenants to carry out the Landlord's works with all due diligence
and
speed in a good and workmanlike fashion within three months of the date hereof
using proper materials fit for their purpose and in accordance with all
statutory and other requirements and in carrying out these works the Landlord
shall cause as little inconvenience and disturbance to the Tenant and occupiers
and visitors to the Premises and the Tenant's use of the Premises as is
reasonably practicable and so as not to prevent access to or use or enjoyment
of
the Premises during office hours.
14. FORFEITURE
14.1Landlord's
right of re-entry
If
any
event set out in clause
14.2
occurs, the Landlord may forfeit this Lease and re-enter the Premises. The
Term
will then end, but without prejudice to any claim which the Landlord may have
against the Tenant or a Guarantor for any failure to comply with the terms
of
this Lease.
14.2 Events
giving rise to the Landlord's right of re-entry
14.2.1 The
Rent
or any other sum payable under this Lease has not been paid 15 working days
after it became due, whether formally demanded or not.
14.2.2 The
Tenant or any Guarantor has failed to comply with the terms of this
Lease.
L1585/02465/2675172
v.4
14.2.3
The Tenant or any Guarantor changes intentionally or otherwise, and whether
or
not by reason of its own actions or omissions or by the actions or omissions
of
others, its "centre of main interest" from England contrary to clause
23
and/or
24.16 of this Lease.
14.2.4The
Tenant or any Guarantor, if an individual (or if more than one individual then
any one of them):
| (a) |
is
the subject of a bankruptcy petition or an interim receiver is appointed
of his property or a bankruptcy order is made against
him;
|
| (b) |
is
the subject of an application for an interim order under part VIII
of the
Insolvency Act 1986 (as amended);
|
| (c) |
enters
into any composition, scheme, compromise, moratorium or other similar
arrangement
with its creditors or any of them, whether or not under the
Insolvency
Act 1986 (as amended);
|
| (d) |
suffers
the appointment of a Law of Property Xxx 0000, court appointed or other
receiver or receiver manager, or similar officer appointed over or
in
relation to the whole of its undertaking, property, revenue or assets,
or
any part thereof, or any person holding security over all or any of
its
undertaking, property, revenue or assets takes possession of them or
any
part of them; or
|
| (e) |
is
or becomes subject to, takes or has taken against it or in relation
to it,
or any or all of its assets, any equivalent, analogous, corresponding
or
similar finding, steps, process or proceeding in any other jurisdiction,
whether or not any finding, step, process or proceeding has been taken
against or in relation to it, or any or all of its assets in England
and
Wales.
|
14.2.5In
relation to a Tenant or any Guarantor which is a company (or if more than one
company then any one of them):
| (a) |
a
proposal for a voluntary arrangement is made under part I of the
Insolvency Xxx 0000 (as amended) or the directors of the Tenant or
Guarantor resolve to make such a
proposal;
|
| (b) |
a
petition for an administration order is presented under part II of
the
Insolvency Xxx 0000 or the directors of the Tenant or Guarantor resolve
to
present such a petition or an administrator of the Tenant or Guarantor
is
appointed by the holder of a qualifying floating charge (as that term
is
defined in Schedule 16 of the Enterprise Act
2002);
|
| (c) |
suffers
the appointment of a Law of Property Xxx 0000, court appointed or other
receiver or receiver manager, or similar officer appointed over or
in
relation to the whole of its undertaking, property, revenue or assets
or
any part thereof, or any person holding security over all or any of
its
undertaking, property, revenue or assets takes possession of them or
any
part of them; or
|
| (d) |
a
resolution for its voluntary winding up is passed under part IV of
the
Insolvency Xxx 0000 or a meeting of its creditors is called for the
purpose of considering that it be wound up voluntarily (in either case,
other than a voluntary winding up whilst solvent for the purposes of
and
followed by a solvent reconstruction or
amalgamation);
|
a
petition for its winding up is presented to the court under part
IV
or by
virtue of part V of the Insolvency Xxx 0000 (as amended) or a resolution is
passed that it be wound up by the court;
an
application is made under section 425 of the Companies Xxx 0000 (as amended)
or
a proposal is made which could result in such an application;
enters
or
proposes to enter into any composition, compromise, moratorium, scheme or other
similar arrangement with its creditors or any of them, whether or not under
the
Insolvency Act 1986 (as amended);
is
dissolved, or is removed from the Register of Companies, or ceases to exist
(whether or not capable of reinstatement or reconstitution) save that in the
case of the Guarantor such provisions shall not apply where it is subject to
a
bona fide merger or other similar reorganisation and when the merged entity
enters into a guarantee on the same terms with the Landlord as is contained
in
this Lease.
15. LIMITS
ON LANDLORD'S LIABILITY
15.1 In
this
clause "Interest"
means
the
whole of the interest in the reversion immediately
expectant
on the end of the Term.
15.2
The
obligations on the Landlord contained or implied in this Lease, to the extent
that they relate to any time after a person has parted with its Interest, will
not be binding on or enforceable against a person after that person has parted
with its Interest.
15.3
To
the extent that a person retains any liability for such obligations after having
parted with its Interest, the Tenant agrees to release that person from such
liability within four weeks of being notified in writing that such person has
parted with its Interest and the release will have effect from the date of
the
disposal of the Interest.
16. NOTICES
IN CONNECTION WITH THIS LEASE
16.1
Where a notice is to be given in connection with this Lease, it must be given
in
writing and signed by or on behalf of the party giving it, unless it is stated
that it need not be given in writing.
16.2
Any
notice to be given in connection with this Lease will be validly served if
sent
by first class post, or registered post or recorded delivery and addressed
to or
personally delivered to:
|
16.2.1
|
the
Landlord at the address given in this deed or such other address
which the
Landlord
|
has
notified to the Tenant in writing;
16.2.2 the
Tenant at the Premises or its registered office or its last known
address;
16.2.3 a
Guarantor at the Premises or its registered office or its last known
address.
L1585/02465/2675172
v.4
16.3
Any
notice or demand sent by post from within the UK and properly stamped and
correctly addressed will be conclusively treated as having been delivered 2
Working Days after posting.
16.4 The
Tenant shall give the Landlord verbal notice of any matter affecting the
Premises where emergency action is needed as well as written
notice.
17. TENANT'S
OPTION TO DETERMINE
17.1 In
this
clause "Termination
Date" means
any
date on or after the first eighteen months of the Term.
17.2
Subject to the pre-conditions in clause
17.3
being satisfied on the Termination Date, and subject to clause
17.4
the
Tenant may determine the Term on the Termination Date by giving the Landlord
not
less than 6 months' written notice. The Term will then determine on
the
Termination Date, but without prejudice to any rights of either party against
the other
for any
antecedent breach of its obligations under this Lease.
17.3 The
pre-conditions are that:
17.3.1 vacant
possession of the whole of the Premises is given to the Landlord;
and
17.3.2 the
Rent
up to the Termination Date has been paid in full.
17.4 The
Landlord may waive any of the pre-conditions set out in clause
17.3
at
any time before
the
Termination Date by written notice to the Tenant.
17.5 Time
will
be of the essence for the purposes of this clause.
18. LANDLORD'S
OPTION TO DETERMINE
The
Landlord may determine the Term at any time after the first 12 months of the
Term (but effective not earlier than 18 months from the commencement of the
Term) by giving not less than six months' written notice, which notice must
be
expressed to be given under section 24(2) of the Landlord and Tenant Xxx 0000.
On the expiry of the notice period referred to the Term shall determine without
prejudice to any rights of either party against the other for any antecedent
breach of its obligations under this clause.
19. JURISDICTION
19.1
The
High Court of Justice in England shall have jurisdiction to enter any action
or
proceeding whatsoever in respect of this Lease or any of the provisions thereof
or any matter or thing arising thereunder or hereunder or by virtue of or in
consequence of this Lease.
19.2
Except where otherwise provided if any dispute shall arise between the parties
hereto with respect to the construction or effect of this Lease or any clause
or
thing in this Lease contained or the rights liabilities or duties of the parties
under or by virtue of or arising out
L1585/02465/2675172
v.4
of
or in
consequence of this Lease or any rights liabilities or duties or otherwise
in
connection with the Premises or any proceedings instituted or prosecuted or
maintained it shall be determined by the English Courts according to the Laws
of
England and the parties submit themselves to the jurisdiction of the English
Courts.
20. NEW
OR OLD LEASE
This
Lease is a new tenancy for the purposes of section 1 of the Landlord and Tenant
(Covenants) Xxx 0000.
21. INDEMNITY
The
Landlord shall indemnify the Tenant against any costs claims actions and
liabilities whatsoever in respect of:
21.1
the
obligations on the part of the Developer (as therein defined) pursuant to a
Deed
dated 24 July 1992 between Chartwell Land Development Limited (1) The Royal
County of Berkshire (2);
21.2
the
obligations on the part of the Owner (as therein defined) pursuant to an
Agreement dated 31 January 1996 between Bracknell Forest Borough Council (1)
Chartwell Land Development Limited (2); and
21.3any
outstanding condition in planning permission reference number 620994 dated
31
January 1996.
22. GENERAL
22.1Rights
of Landlord
Reference
to any right exercisable by the Landlord or any right exercisable by the Tenant
in
common
with the Landlord shall be construed as including (where appropriate) the
exercise of such right in common with all other persons having a like
right.
22.2Compensation
Except
where any statutory provision prohibits the Tenant's right to compensation
from
being excluded by agreement the Tenant shall not be entitled on quitting the
Premises or any part of the Premises to claim from the Landlord any compensation
under the Landlord and Xxxxxx Xxx 0000.
22.3Counterparts
This
Lease may be executed in counterpart and both this Lease and the counterpart
taken together shall constitute one and the same deed and the Tenant may enter
into this Lease by executing a counterpart.
L1585/02465/2675172
v.4
22.4 Exclusion
of the 1954 Act
22.4.1 The
parties confirm that before this Lease was entered into:
| (a) |
a
notice complying with Schedule 1 to the Regulatory Reform (Business
Tenancies) (England and Wales) Order 2003 which relates to this tenancy
was served by the Landlord on the Tenant on 26 Apv
X
2a
o5 ; and
|
| (b) |
a
statutory declaration dated .2Q 3, iL~
2_C oScomplying
with paragraph 8 of Schedule 2 to that Order was made by OH N P\P uCH-who
the Tenant confirms was duly authorised by the Tenant to make the
statutory declaration on its behalf.
|
22.4.2 The
parties agree and declare that the provisions of sections 24 to 28 (inclusive)
of the Landlord and Xxxxxx Xxx 0000 shall not apply to the tenancy created
by
this deed.
22.4.3 The
parties confirm that there is no Agreement for lease which gives effect to
this
Lease.
22.5 Covenant
status of this Lease
This
Lease is a new tenancy within the meaning of section 1 of the Landlord and
Tenant (Covenants) Xxx 0000.
22.6 Implied
rights of enforcement by third parties excluded
22.6.1
Unless the right of enforcement is expressly granted, it is not intended that
a
third party should have the right to enforce a provision of this Lease under
the
Contracts (Rights of Third Parties) Xxx 0000.
22.6.2 The
parties may rescind or vary this Lease without the consent of a third party
to
whom an express right to enforce any of its terms has been
provided.
22.7 Landlord's
rights to remedy default by the Tenant
22.7.1 If
the
Tenant fails to comply with any of its obligations in this Lease, the Landlord
may give the Tenant written notice of that failure, and the Tenant
shall:
(a) immediately
in the case of an emergency; and
| (b) |
otherwise
as soon as practicable, but in any event within one month of such
notice,
|
begin
and
then, within a reasonable time, complete remedying that failure.
22.7.2
If
the Tenant does not comply with clause
22.7.1,
the Landlord may enter the Premises and carry out any works or do anything
else
which may be needed to remedy the Tenant's failure to comply with its
obligations under this Lease.
22.7.3
Any costs incurred by the Landlord by reason of clause
22.7.2
will be a debt due from the Tenant payable on demand and may be recovered by
the
Landlord as if it were additional rent.
L1585/02465/2675172
v.4
22.8 Superior
interests
If
at any
time this Lease is an underlease:
22.8.1
the Tenant shall comply with the terms of any superior lease to the extent
that
they relate to the Premises, other than any obligation to pay any rent and
save
where the provisions of the lease conflict with any superior lease then this
Lease shall prevail; and
22.8.2
the Landlord shall pay any rent due under the immediate superior lease and
shall
comply with the provisions of such superior lease save where the Tenant is
obliged to comply with them by virtue of this Lease.
22.9 Tenant
to provide information
22.9.1
The Tenant shall give the Landlord any information or documents which the
Landlord reasonably requests to show that the Tenant is complying with its
obligations in this Lease.
22.9.2 The
Tenant shall give the Landlord immediate written notice of any defect or default
which may make the Landlord liable to the Tenant or any third
party.
22.10 Tenant's
indemnity
The
Tenant agrees to indemnify the Landlord at all times (both during and after
the
Term) against all charges, claims, proceedings, liabilities, damages, losses,
costs and expenses arising directly or indirectly from:
22.10.1 the
existence, state of repair or use of the Premises;
22.10.2 any
works
carried out at the Premises;
22.10.3 any
breach of any of the Tenant's obligations in this Lease; or
22.10.4 any
act
or omission of the Tenant.
22.11 Tenant's
acknowledgement
The
Tenant acknowledges that it has not entered into this Lease in reliance on
any
representation made by or on behalf of the Landlord.
22.12 Guarantor
22.12.1
If at any time during the Term a Guarantor (or where a Guarantor comprises
more
than one person, any one of them) dies or any of the events referred to in
clause
14
(Forfeiture) occurs in relation to a Guarantor, then the Tenant shall give
immediate written notice to the Landlord of that event and within one month
of
being so required by the Landlord, procure that another person acceptable to
the
Landlord enters into a deed of guarantee and indemnity containing the
obligations set out in the Schedule to this
deed
with such additions and amendments as are necessary to reflect the fact that
the guarantee
and indemnity is being entered into by a separate instrument and after the
date
of this
deed.
L1585/02465/2675172
v.4
22.12.2
The Tenant shall procure that a Guarantor enters into any deed or document
which
is supplemental to this deed and which is entered into before that Guarantor
is
released by virtue of the Landlord and Tenant (Covenants) Xxx 0000.
22.13 Qualification
of Landlord's liability
The
Landlord will not be liable to the Tenant or any other person for:
22.13.1
any damage to person or property arising from any act, omission or misfeasance
by the Landlord, or its employees, agents or independent contractors, or from
the state and condition of the Premises or any adjoining property of the
Landlord;
22.13.2 any
interruption to the supply of Utilities to the Premises;
22.13.3 any
accidental damage to the Premises or to any property of the Tenant or any other
occupier of the Premises or their employees, agents or independent
contractors;
22.13.4
any accidental damage to any person occurring during the performance by or
on
behalf of the Landlord of any service which the Tenant or other authorised
occupier of the Premises has requested the Landlord to carry out;
or
22.13.5
for any failure to perform any obligation in this Lease, unless the Tenant
has
given the Landlord written notice of the facts giving rise to that failure
and
allowed the Landlord a reasonable time to remedy the matter.
22.14 Sale
of goods after end of Term
22.14.1
The Tenant irrevocably appoints the Landlord as its agent to store or dispose
of
any items left by the Tenant at the Premises more than 10 Working Days after
the
end of the Term.
22.14.2
The Landlord may store or dispose of such items after that time as it thinks
fit
and without any liability to the Tenant, other than to account to the Tenant
for
the proceeds of sale, after deducting any costs of sale or storage incurred
by
the Landlord.
22.14.3
The Tenant agrees to indemnify the Landlord against any liability incurred
by
the Landlord by reason of the Landlord disposing of any items left at the
Premises which do not belong to the Tenant, but which the Landlord believed
did
belong to the Tenant, which will be presumed unless the contrary is
proved.
22.15 Arbitration
Where
this Lease refers to a dispute being referred to arbitration, it will be
referred to a single arbitrator who will act in accordance with the Arbitration
Xxx 0000, and the referral will be a submission to arbitration in accordance
with that Act.
23.
GUARANTOR'S
COVENANTS
In
consideration of this Lease having been granted at its request, the Guarantor
covenants in the terms set out in the Fourth schedule.
L1585/02465/2675172
v.4
.3
L1585/02465/2675172
v.4
THE
FIRST SCHEDULE
1. The
passage of services to the Premises through the Conducting Media.
2. Access
to
the Premises through the Common Parts at all times using a swipe card
system.
| 3. |
The
right to use the toilet accommodation in the Common Parts on the ground
floor and second
floor of the Building.
|
4. In
case
of emergency the right to use any fire escape serving the Building.
| 5. |
The
exclusive right to use the Private Car Parking Spaces for the parking
of
motor cars or motor cycles.
|
| 6. |
The
right to install signs showing the name of the Tenant andlor companies
within the Tenant's Group of a size and design to be approved by the
Landlord such approval not to be unreasonably withheld or delayed being
located as to one sign in the Common Parts on the ground floor of the
Building as reasonably designated by the
Landlord.
|
| 7. |
The
right in common with the Landlord to use the refuse bins in the area
edged
yellow on Plan 2 or such other location as the Landlord may reasonably
designate.
|
| 8. |
The
right for the Premises of support and protection from the remainder
of the
Building as is provided as at the date
hereof.
|
| 9. |
The
right to install maintain and use Conducting Media serving the Premises
along routes (previously approved by the Landlord such approval not
to be
unreasonably withheld) passing through the Common Parts and any risers
which serve or which are capable of serving the
Premises.
|
| 10. |
The
right to enter other parts of the Building (other than the Premises)
for
the purpose of complying with the Tenant's covenants herein or exercising
the Tenant's rights granted herein provided that such entry is made
upon
reasonable notice (save in case of emergency) and the Tenant makes
good
all damage thereby occasioned.
|
L1585/02465/2675172
v.4
THE
SECOND SCHEDULE
| 1. |
The
passage of services to and from the Building or any adjoining or
neighbouring property through the Conducting Media on or serving the
Premises at any time.
|
| 2. |
The
right to enter after reasonable notice on the Premises at reasonable
times
for the purpose of cleaning, repairing, replacing, altering or
constructing either the Conducting Media of the Building or any adjoining
or neighbouring property and including the right to erect and use
scaffolding or other appropriate equipment on or outside the Premises,
the
person or persons exercising such rights causing as little inconvenience
as reasonably possible and making good in a reasonable manner all damage
to the Premises thereby occasioned.
|
| 3. |
The
right to carry out or consent to the carrying out by any person of
any
construction or other works to the Building or to any adjoining or
neighbouring Premises notwithstanding any diminution in the light or
air
enjoyed by the Premises.
|
4. The
right
of access through the Premises in case of fire or other emergency.
| 5. |
The
right of access to the Premises upon reasonable notice (save in case
of
emergency) in order to comply with the Landlord's obligations pursuant
to
the Lease.
|
| 6. |
The
right to use the Patch Panel contained in the Premises and the right
to
enter the Premises upon reasonable notice (save in the case of emergency)
in order to use and carry out any repairs
thereto.
|
L1585/02465/2675172
v.4
THE
THIRD SCHEDULE
To
keep
in good and substantial repair condition and decoration the whole of the
Building (including the Structure but excluding the Exclusively Occupiable
Areas).
| 2. |
To
keep clean tidy and properly lighted the Common Parts and at all times
to
keep the toilet accommodation which the Tenant is entitled to use in
a
clean and properly maintained state.
|
| 3. |
To
clean the outside of the windows in the Building when the Landlord
(acting
reasonably) considers it necessary.
|
| 4. |
To
maintain in good working order and repair and to renew where necessary
the
Conducting Media, all plant and machinery serving any heating or
ventilation systems, the lifts and lift gear, electric lighting appliances
and any fire alarm or security devices in the Common Parts but excluding
nevertheless any which exclusively serve the Premises or the Exclusively
Occupiable Areas.
|
| 5. |
To
pay all rates, taxes and other outgoings relating to those parts of
the
Building which are not the Exclusively Occupiable
Areas.
|
| 6. |
To
maintain at all times an adequate supply of hot and cold water in the
toilet accommodation situate in the Building and within the hours of
6 am
and 8 pm Monday to Friday to provide reasonable heat through the central
heating apparatus so as adequately to heat the Premises and to provide
reasonable air conditioning to those parts of the Building (including
the
Premises) where the Landlord considers it is appropriate to provide
the
same provided that the Landlord shall also provide such heating and
air
conditioning during such additional time or period as the Tenant shall
require (it being agreed that in relation to the same the extra cost
shall
be met exclusively by the Tenant).
|
| 7. |
To
provide such caretaking and reception and security services as the
Landlord (acting reasonably) considers necessary for the benefit of
the
occupiers of the Building as a whole.
|
| 8. |
To
provide such carpets, curtains, furnishings, directory boards, floral
decoration and plantings
to
the Common Parts as the Landlord acting reasonably considers
necessary.
|
| 9. |
To
keep clean, tidy and in good order and condition the car parks and
landscaped areas around the Building.
|
| 10. |
To
provide and affix within the car park serving the Building (including
one
at the entrance to the car park) such signs as the Landlord may reasonably
consider necessary identifying the location of Private Car Parking
Spaces
and indicating the arrangements for the use thereof and the Landlord
will
take into account any reasonable representation made by the Tenant
in this
regard.
|
L1585/02465/2675172
v.4
THE
FOURTH SCHEDULE
1. GUARANTEE
1.1
In
consideration of the Landlord giving its consent to the assignment of the Lease,
the Guarantor covenants with the landlord and irrevocably and unconditionally
guarantees to the Landlord that the rent and other sums due under the Lease
will
be duly and punctually paid, and that all the other obligations of the Tenant
in
the Lease will be duly performed and complied with, in either case whether
during or after the end of the Term.
1.2
The
Guarantor agrees that if at any time the rent or other sums due under the Lease
are not paid on their due date, or any of the other obligations of the Tenant
in
the Lease are not duly performed and complied with, it shall, on demand, pay
such sum or perform or comply with such obligation.
2. PRINCIPAL
DEBTOR
As
a
separate and independent obligation the Guarantor agrees that if any sum or
obligation expressed to be guaranteed under this schedule is not recoverable
from or enforceable against the Guarantor on the basis of a guarantee (for
whatever reason), the Guarantor shall be liable as sole or principal debtor
in
respect of such sum or obligation and which shall be paid, performed or complied
with by the Guarantor on demand.
3. INDEMNITY
As
a
separate and independent obligation the Guarantor agrees to indemnify the
Landlord and keep the Landlord indemnified against any costs, loss, expense
or
liability resulting from:
3.1the
failure of the Tenant under the lease to duly and punctually to pay the rent
and
other sums due under the Lease or to perform and comply with its obligations
in
the Lease;
3.2any
of
the obligations on the Tenant in the Lease being or becoming void, voidable
or
unenforceable by the Landlord against the Tenant or any other person who is
liable;
3.3the
Lease
(or the Tenant's obligations under it) being disclaimed;
3.4the
Lease
being surrendered by a liquidator or trustee in bankruptcy of the Tenant, or
becoming forfeited;
3.5
the
Tenant or any other person who is liable entering into any arrangement or
composition with any of its creditors (whether or not such arrangement or
composition binds or is expressed to bind the Landlord); or
3.6
the
Tenant (being a body corporate) ceasing to exist (whether or not capable of
reconstitution or reinstatement), and to pay on demand to the Landlord the
amount of such cost, loss, expense or liability, whether or not the Landlord
has
sought to enforce any rights against the Tenant or any other person who is
liable.
L1585/02465/2675172
v.4
4.
NO DISCHARGE OF GUARANTOR
|
4.1
4.2
4.3
|
Without
prejudice to section 18(3) of the Landlord and Tenant (Covenants)
Xxx 0000
(Effect of
variations on guarantors), the Guarantor's liability under this clause
will remain in full force and
effect and will not be released, nor will the rights of the Landlord
be
prejudiced or affected
by
any of the following:
any
time, indulgence or concession granted by the Landlord to the Tenant
or to
any other person who is liable;
the
Landlord dealing with, exchanging, varying or failing to perfect
or
enforce any of its rights or remedies against the Tenant or any other
person who is liable;
the
existence of or dealing with, varying or failing to perfect or enforce
any
other rights of security which the Landlord may have or acquire against
the Tenant or any other person who is liable in respect of its obligations
under the Lease;
|
4.4
any
variation of, addition to or reduction from, the terms of the Lease whether
or
not the same is substantial or confers only a personal right or obligation
provided the same is not prejudicial to the Guarantor;
4.5
any
non-acceptance of the rent or other sums due from the Tenant under the Lease,
in
circumstances where the Landlord has reasonable cause to suspect a breach of
its
obligations in the Lease;
4.6the
occurrence of any of the events set out in clause 14 of the Lease
(Forfeiture);
4.7a
surrender of part of the Premises, except that the Guarantor will have no
liability in relation to the surrendered part in respect of any period after
the
date of the surrender;
4.8any
incapacity, disability or change in the constitution, status or name of the
Tenant or the Landlord;
4.9any
amalgamation, merger or reconstruction by the Landlord with any other person
or
the acquisition of the whole or any part of its assets or undertaking by any
other person;
4.10
any
voluntary arrangement entered into by the Tenant or any other person who is
liable with all or any of its creditors (whether or not such arrangement binds
or is expressed to bind the Landlord);
4.11
any
other act or thing by virtue of which, but for this provision, the Guarantor
would have been released or discharged from its obligations under this clause,
or the rights of the Landlord would have been prejudiced or affected, other
than
a release by deed, entered into by the Landlord, in accordance with the terms
of
such deed,
and
the
parties acknowledge that each of the matters listed above is separate and
independent and is not to be interpreted in the light of any other.
L1585/02465/2675172
v.4
5. WAIVER
BY GUARANTOR OF ITS RIGHTS
5.1
Until
all the liabilities expressed to be guaranteed by the Guarantor under this
clause have been paid, discharged or satisfied irrevocably and in full, the
Guarantor agrees not, without the consent of the Landlord, to:
5.1.1 exercise
any of its rights in respect of the liabilities expressed to be guaranteed
under
this clause against the Tenant or any other person who is liable;
5.1.2
demand or accept any security from the Tenant or any other person who is liable
in respect of the obligations of the Guarantor under this clause or in respect
of any indebtedness
due to the Guarantor from the Tenant or any other person is liable, and
any
security
received by the Guarantor in breach of the above or any such security held
by
the Guarantor at the date of this deed shall be held by the Guarantor on trust
for the Landlord and delivered to the Landlord on demand;
5.1.3 claim
any
legal or equitable set-off or counterclaim against the Tenant or any other
person who is liable; or
5.1.4
claim or prove in competition with the Landlord in the liquidation or bankruptcy
or in any administration or receivership of the Tenant or any other person
who
is liable, or have the benefit of or share in any payment or distribution from
or composition or arrangement with the Tenant or any other person who is liable,
and any money or other property received by the Guarantor in breach of this
provision shall be held by the Guarantor on trust for the Landlord and delivered
to the Landlord on demand.
5.2 The
obligations of the Guarantor may be enforced by the Landlord against the
guarantor:
5.2.1
at
its discretion and without first enforcing or seeking to enforce its rights
against the Tenant or any other person who is liable or exercising its rights
under any other security or resorting to any other means of payment;
and
5.2.2 as
primary obligations and not merely as obligations of a surety.
6. PAYMENTS
IN GROSS
All
dividends, compositions and moneys received by the Landlord from the Tenant
or
any other person which are capable of being applied by the Landlord in
satisfaction of the liabilities expressed to be guaranteed under this clause,
wi11 be regarded for all purposes as payments in gross, and will not prejudice
the right of the Landlord to recover from the Guarantor the ultimate balance
which, after receipt of such dividends, compositions and moneys, may remain
owing or expressed to be owing to the Landlord.
7. GUARANTOR
TO TAKE A NEW LEASE 7.1In
this
schedule a "Relevant
Event" is:
7.1.1 the
surrender or disclaimer of the Lease, or the Tenant's obligations under it
by a
liquidator or trustee in bankruptcy of the Tenant;
L1585/02465/2675172
v.4
7.1.2 the
disclaimer of the Lease after it has become bona vacantia;
7.1.3 the
forfeiture of the Lease; or
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7.1.4
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the
Tenant (being a body corporate) ceasing to exist (whether or not
capable
of being
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reconstituted
or reinstated).
7.2
If a
Relevant Event occurs the Guarantor agrees, at the request of the Landlord
made
within nine months following the Landlord having notice of the Relevant Event,
to take a new lease of the Premises from the Landlord.
7.3 Such
new
lease shall:
7.3.1
be
for a term commencing on the date of the Relevant Event and be equal to the
unexpired residue of the term of years granted by the Lease (or the residue
which would be unexpired but for the Relevant Event) as at the date of the
Relevant Event;
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7.3.2
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reserve
a rent equal to the rent reserved by the Lease immediately before
the
Relevant
|
Event
and
otherwise be on the same terms as the Lease (other than this clause);
and
7.3.3 take
effect from the date of the Relevant Event.
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7.4
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The
new lease will take effect subject to the Lease, if and to the extent
that
it is still
|
subsisting,
and subject to any Lease or other interest created or permitted by the
Tenant.
7.5
The
Guarantor shall pay the Landlord's reasonable and proper costs in connection
with the grant of such new lease and shall execute, deliver and pay the stamp
duty on a counterpart of it to the Landlord.
7.6
If
the Landlord does not require the Guarantor to take a new lease of the Premises,
the Guarantor shall nevertheless pay on demand to the Landlord a sum equal
to
the rent and other sums due under the Lease which would have been payable but
for the Relevant Event in respect of the period from the date of the Relevant
Event until nine months after it or, if sooner, the date the Premises are
re-let.
8.
SUPPLEMENTARY PROVISIONS
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8.1
|
In
this schedule a reference to "this schedule" is a reference to the
whole
of this Fourth
|
schedule.
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8.2
|
This
guarantee and indemnity is in addition to any other security or any
other
right or
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remedy
held by or available to the Landlord from time to time.
8.3
As
and when called upon to do so by either the Landlord or the Tenant, the
Guarantor shall enter into any Supplemental Document (by deed if required)
for
the purpose of consenting to the Tenant entering into such Supplemental Document
and confirming that, subject only to section 18(3) of the Landlord and Tenant
(Covenants) Xxx 0000 (Effect of variations on guarantors), all the obligations
of the Guarantor will remain in full force and effect in respect of the
Lease.
L1585/02465/2675172
v.4
8.4
The
Guarantor agrees to pay to the Landlord on demand, and on an indemnity basis,
all legal and other costs and charges which may be properly payable by the
Landlord in relation to the enforcement of the Guarantor's obligations in this
clause.
8.5
The
Guarantor agrees to pay interest on each amount demanded of it under this
clause, at the Default Interest Rate until payment (both before and after any
judgement), except that where
the
sum demanded from the Guarantor is interest due from the Tenant at that rate
and
is paid
by the Guarantor immediately on demand, the Guarantor will not be liable to
pay
further interest on that sum.
8.6
Each
of the provisions of this clause is distinct and severable from the others,
and
if at any time one or more such provisions is or becomes illegal, invalid or
unenforceable (either wholly
or
to any extent), the validity, legality and enforceability of the remaining
provisions
(or the
same provision to any other extent) will not be affected or
impaired.
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8.7
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The
rights of the Landlord under this clause will enure for the benefit
of the
Landlord and
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its
successors in title without any need for any express assignment of
them.
8.8 The
parties confirm that before this Lease was entered into:
8.8.1
A
notice complying with Schedule 1 to the Regulatory Reform (Business Tenancies)
(England and Wales) Order 2003 which relates to the tenancy to be entered into
by the Guarantor pursuant to paragraph 7 of this Fourth schedule was served
by
the Landlord
on
the
Guarantor on zo t 2oOS
8.8.2 A
statutory declaration dated 2 \S
complying with paragraph 8 of
Schedule
2 to that Order was made by N (PO'Crtt
xxx! ,
who the Guarantor confirms was duly authorised by the Guarantor to make the
statutory declaration on its behalf.
8.8.3
The
parties agree and declare that the provisions of section 24 to 28 (inclusive)
of
the Landlord and Xxxxxx Xxx 0000 shall not apply to any tenancy entered into
by
the Guarantor pursuant to paragraph 7 of this Fourth schedule.
Executed
as a Deed by LIVERPOOL )
VICTORIA FRIENDLY SOCIETY LIMITED )
acting
by: )
