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EXHIBIT 10.35
DATED 27th July 0000
XXXXXX XXXXXXX LIMITED
- and -
MOLECULAR SIMULATIONS LIMITED
with
MOLECULAR SIMULATIONS INC
as
Surety
-------------------------------------
UNDERLEASE
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Xxxxx 000/000 Xxx Xxxxxx,
Xxxxxxxx Xxxxx, Xxxxxxxxx
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X.X. Xxxxxxx
00 Xxxxxx Xxxx
Xxxxxx
XX0X 0XX
JPS/JR/V5/352/1473G
2
THIS UNDERLEASE made the 27th day of July One thousand nine hundred and ninety
three BETWEEN VESTEY ESTATES LIMITED whose registered office is at 00/00 Xxxx
Xxxxxxxxxx, Xxxxxx, XX0 (hereinafter called "the Landlord") of the first part
MOLECULAR SIMULATIONS LIMITED whose registered office is situate at St. John's
Innovation Centre Xxxxxx Xxxx Xxxxxxxxx XX0 0XX (hereinafter called "the
Tenant") of the second part and MOLECULAR SIMULATIONS INC of 16 New England
Executive Park Burlington Massachusetts USA
(hereinafter called "the Surety") of the third part
WITNESSETH as follows:-
Interpretation
1.1 In this Deed unless there is something in the subject or context
inconsistent therewith the following expressions shall have the
meanings hereby assigned to them namely:
1.1.1 "the Landlord" shall include its successors in title and the
reversioners for the time being immediately expectant on the
determination of the term hereby granted
1.1.2 "the Tenant" shall include its successors in title
1.1.3 "these presents" shall mean this Deed and the Schedules hereto
any licence granted pursuant hereto any Deed of Variation of
the provisions hereof and any instrument made supplemental
hereto and any agreement pursuant to which this Lease is
granted
1.1.4 "the term" shall mean the term hereby granted and shall
include where appropriate any extension thereof whether by
agreement of the parties or by or pursuant to any statute for
the time being in force
1.1.5 "the insured risks" shall mean fire lightning explosion
aircraft and other aerial devices or articles dropped
therefrom earthquake riot civil commotion and malicious damage
storm or temptest bursting or overflowing of water
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tanks apparatus pipes flood impact by road vehicles subsidence
land slips and heave and such other insurable risks (including
if the Landlord or any Superior Landlords so require property
owners and third party liability insurance) as the Landlord or
any Superior Landlords may from time to time deem it
reasonably desirable or expedient to insure against subject to
such exclusions and limitations as may be imposed by or agreed
with the Insurers
1.1.6 "the Planning Acts" shall mean the Town and Country Planning
Acts 1971 to 1990 and all other legislation for the time being
relating to Town and Country Planning or to development
control and any regulations rules orders instruments plans
permissions or directions made under any of the foregoing
1.1.7 "working day" shall mean a day on which clearing banks in the
City of London are (or would be but for a strike lock-out or
other stoppage affecting particular bank or banks generally)
open during banking hours but for the avoidance of doubt not
Saturdays
1.1.8 "the Landlord's Surveyor" shall mean any professional firm or
professionally qualified person from time to time appointed by
or acting for the Landlord (including any professionally
qualified employee of the Landlord) to perform the functions
of a surveyor for any purpose under these presents
1.1.9 "the demised premises" shall mean the premises described in
Part II of the First Schedule and any alterations or additions
to the said premises together with all fixtures and fittings
in the nature of landlord's fixtures and fittings and
electrical and other service installations
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which are now or at any time hereafter may be affixed to or
upon the said premises
1.1.10 "the Building" shall mean the building described in Part I of
the First Schedule
1.1.11 "the Estate" shall mean the Estate at Xxxxxxxx Drive.
Cambridge shown for identification purposes on plan 1 annexed
and thereon edged in green
1.1.12 "the Headlease" shall mean the lease under which the Landlord
holds its leasehold interest in the demised premises
1.1.13 "considering the viability of development" shall mean the
Landlord carrying out any of the following activities:
1.1.13.1 the survey inspection and measurement of all
parts of the Building
1.1.13.2 the examination and testing of all parts of the
structure (including foundations all walls floors
raised floors suspended ceilings ceilings and
soffits columns and the roof) of the Building
1.1.13.3 the investigation of the soil and ground upon
which the Building stands together with the
investigation of the foundations of the Building
1.1.13.4 the investigation of the flow of light and air to
all windows of the demised premises and the flow
of light and air to nearby buildings as may be
affected by the Building
1.1.14 "the Sublet Unit" shall mean a single part of the demised
premises which does not exceed fifty percent (50%) of the
area of the whole of the demised premises
1.2 In this Deed unless there is something in the subject or context
inconsistent therewith:
1.2.1 where two or more persons are respectively included in the
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expressions "the Landlord" or "the Tenant" or "the Surety"
the covenants expressed to be made by the Landlord on the
Tenant or the Surety respectively shall be deemed to be made
by such persons jointly and severally
1.2.2 covenants and obligations made or assumed by any party shall
be binding on and enforceable against his personal
representatives
1.2.3 words importing the singular shall include the plural and vice
versa; words importing the masculine gender shall include the
feminine gender and vice versa; and words importing persons
shall include corporations and vice versa
1.2.4 any reference to the doing or permitting of any act or thing
by the Landlord shall be deemed to include the doing or
permitting of that act or thing by the agents workmen servants
or other employees or agents of or any contractor engaged by
the Landlord or any Superior Landlords
1.2.5 any covenant by the Tenant not to do any act or thing shall be
deemed to include a separate and independent covenant not to
suffer or permit the doing of that act or thing
1.2.6 all rights reservations permissions and indemnities in favour
of the Landlord shall also be for the benefit of any Superior
Landlords to the intent that any Superior Landlords shall be
entitled to exercise or have the benefit of the same addition
to the Landlord
1.2.7 where the consent permission approval or the like of the
Landlord is required under any covenant or condition herein
contained the same covenant or condition shall be subject to
the consent of any Superior Landlord or Mortgagees (if so
required) to the intent that the consent of any Superior
Landlord and/or Mortgagees shall be a condition precedent to
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the grant by the Landlord of any consent permission approval
or the like and that the Landlord may require the Tenant to
discharge the reasonable costs charges and expenses of any
Superior Landlords or Mortgagees in respect thereof
l.2.8 any reference to any Act or any section of any Act shall be
deemed to include any amendment modification re-enactment or
consolidation thereof and any statutory instrument or
regulation made thereunder for the time being in force and
additionally in the case of the Value Added Tax Xxx 0000 shall
include any directive and regulations adopted by the Council
of European Communities which relate to Value Added Tax
1.2.9 unless otherwise indicated reference to a specified Clause or
Schedule shall be construed as reference to that specified
Clause or Schedule to this Deed
1.2.10 Clause and Schedule headings are for ease of reference only
and do not affect the construction of this Deed
Demise
2.1 In consideration of the rents hereby reserved and of the covenants by
the Tenant (and the Surety) hereinafter contained the Landlord HEREBY
DEMISES unto the Tenant ALL THOSE the demised premises TOGETHER WITH
the rights and benefits specified in Part I of the Second Schedule BUT
SUBJECT TO the exceptions and reservations and other matters specified
in Part II of the Second Schedule TO HOLD the same (except and reserved
and subject as aforesaid) UNTO the Tenant from the 27th day of July
1993 for a term of 15 years subject to the right of earlier termination
set out in clause 5.8 YIELDING AND PAYING therefor yearly and so in
proportion for any part of a year during the term the rents as set
forth in the Third Schedule hereto by equal quarterly payments in
advance on each of the usual quarter days in each year
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(namely on the 25th day of March 24th day of June 29th day of September
and 25th day of December) save where any such quarter day falls on a
day which shall not be a working day in which case payment for that
quarter shall not be due on the relevant quarter day but shall be due
and payable on the working day immediately prior thereto without any
deduction or set off whatsoever the first of such payments to be made
on the 25th day of December 1993 and by way of additional rent from
time to time such sum or sums as shall be equal to:
2.1.1 the reasonable and proper amounts which the Landlord may
expend in effecting or maintaining any insurance of the
demised premises (including any increased premium payable by
reason of any act or omission by the Tenant any sub-tenant or
their respective servants agents licensees or invitees
(together with professional fees demolition and site clearance
fees and any Value Added Tax payable) against the insured
risks and in the event that such insurance is attributable to
other premises in addition to the demised premises to pay such
reasonable proportion of such amounts as are attributable to
the demised premises as shall be properly determined by the
Landlord or the Landlord's Surveyor whose decision shall be
binding on the Tenant and
2.1.2 the amounts which the Landlord may expend in effecting or
maintaining insurance against three years' loss of rent
hereunder in respect of the demised premises (including any
likely increase in rent following a review of rent in
accordance with the Third Schedule)
such additional rent to be paid by the Tenant on demand therefor by the
Landlord
Tenant's Covenants
The Tenant HEREBY COVENANTS with the Landlord as follows:
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Rent
3.1 To pay (by bankers standing order to a bank account of the Landlord in
the United Kingdom if the Landlord so requires) the said rents at the
times and in the manner at and in which the same are hereinbefore
reserved and made payable without any deduction or set off whatsoever
Outgoings
3.2.1 To pay and discharge all rates taxes duties charges assessments
impositions and outgoings whatsoever (whether parliamentary parochial
local or of any other description and whether or not of a capital or
non-recurring nature) which are now or may at any time during the term
be taxed assessed charged or imposed upon or payable in respect of the
Tenant's use and occupation of the demised premises or any part thereof
or on the owner or occupiers thereof save for taxes on rent (other than
VAT on rent) and rates taxes duties charges assessments impositions and
outgoings payable in respect of dealings with any reversion immediately
or immediately expectant on the term or in respect of the Headlease or
in relation to any dealings with the Headlease and in the event that
such rates taxes duties charges assessments impositions and outgoings
are attributable to other premises of the Landlord in addition to the
demised premises to pay to the Landlord on demand by way of additional
rent such reasonable proportion of such rates taxes duties charges
assessments impositions and outgoings as are attributable to the
demised premises as shall be properly determined by the Landlord's
Surveyor whose decision shall be binding on the Tenant
3.2.2 If before the expiration of the term the Tenant or any undertenant or
occupier of the demised premises or any part thereof shall cease to
occupy the same or to use the same for the purpose for which the same
was constructed or has been adapted and if after the termination of the
term the Landlord shall pursuant to Section 17 or 17A of the
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General Rate Act 1967 pay any rates or surcharge additional to rates to
pay to the Landlord on demand a sum equal to the amount of such
payments attributable to such cessation of occupation or use
Services
3.3 To pay and discharge and indemnify the Landlord against all charges for
electricity water and gas supplied to or consumed in the demised
premises during the term and the meter rents in connection therewith
and to observe and perform all recommendations regulations and
requirements of the electricity water supply and gas authorities
imposed during the term in respect of the demised premises and to pay
all telephone and telex charges (including equipment rental and
installation costs) incurred during the term in respect of the demised
premises and items therein
Nuisance
3.4 From time to time during the term to pay all reasonable and proper
costs charges and expenses necessarily incurred by the Landlord in
abating any nuisance at the demised premises and executing all such
works as may be necessary for abating a nuisance at the demised
premises whether or not in obedience to a notice served by a local or
other competent authority
Schedule of Dilapidations Costs Etc.
3.5 To pay to the Landlord within seven days of demand all costs charges
and expenses (including legal costs and fees payable to any Superior
Landlords or to a Surveyor) which may be reasonably and properly
incurred by the Landlord:
3.5.1 in reasonable contemplation of any proceedings under
Sections 146 and/or 147 of the Law of Property Xxx 0000
notwithstanding forfeiture is avoided otherwise than by
relief granted by the Court
3.5.2 in reasonable contemplation of or incidental to the
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preparation and service of a Schedule [illegible] to be
during the term or following the [illegible]
3.5.3 incidental to the recovery of rent [illegible] payable
hereunder or to the remedying of any [illegible] covenant
on the part of the Tenant herein contained
3.5.4 in connection with the levy of a distress for the rents
payable hereunder or any part thereof or for or as a result of
the bailiff being paid the said rents or any part thereof
whether or not any distress in the event be levied
Internal Repair
3.6 To repair renew and replace throughout the term and to keep the demised
premises and every part thereof in good and substantial repair and
condition in every respect damage by any of the insured risks excepted
unless the policy or policies of insurance shall be vitiated or payment
of the policy monies shall be refused in whole or in part in
consequence of any act neglect default or omission of the Tenant or any
sub-tenant or their respective servants agents or invitees
Clean Windows
3.7 To clean the inside of all the windows in the demised premises at least
once in every month during the term
Decoration
3.8 In the year expiring on the 27th day of July 1998 and in every fifth
year thereafter and also in the last three months of the term
(howsoever terminating) but not twice in any one year to prepare and
paint in a proper and workmanlike manner all the inside wood iron and
other work usually painted of the demised premises with two coats at
least of good quality and suitable paint and to wash down and clean all
tiles glazed panels and bricks cement finishes and stone and similar
washable surfaces and to prepare and treat suitably having regard to
its nature (whether by painting varnishing or otherwise) all
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internal surfaces of the demised premises which ought not to be painted
PROVIDED THAT in the last three months of the term the tints colours
and patterns of all such works of internal decoration shall be such as
shall be approved by the Landlord approval not to be unreasonably
withheld or delayed
Service Charge
3.9 To pay the service charge as is more particularly described and set
out in the Fourth Schedule in the percentage at the times and in the
manner therein specified
Statutory Requirements
3.10.1 At all times during the term to observe and comply in all respects with
the provisions and requirements of any and every enactment (which
expression in this covenant includes as well any and every Act of
Parliament already or hereafter to be passed as any and every order
regulation and bye-law already or hereafter to be made under or in
pursuance of any such Act) so far as they relate to or affect the
demised premises or any part thereof or the user of the Tenant and any
undertenant or other occupier thereof and whether required to be
observed or complied with by the landlord or tenant or owner or
occupier thereof and to indemnify the Landlord at all times against all
reasonable and proper claims costs charges and expenses in respect
thereof and not at any time during the term to do or omit or suffer to
be done or omitted on or about the demised premises any act or thing by
reason of which the Landlord may under any enactment incur or have
imposed upon it or become liable to pay any penalty damages
compensation costs charges or expenses
3.10.2 Provided a copy of any variation of the current insurance policy has
been supplied to the Tenant to comply with all recommendations from
time to time of the Insurers of the demised premises and of the
appropriate authority in relation to fire precautions affecting the
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demised premises
Yielding-Up
3.11 At the expiration or sooner determination of the term quietly to yield
up unto the Landlord the demised premises in such state and condition
as shall in all respects be consistent with a full and due performance
by the Tenant of the covenants on the Tenant's part herein contained
(except the Tenant's fixtures and fittings the Tenant forthwith making
good all damage done to the demised premises by such removal)
Repair on Notice
3.12 To permit the Landlord at any time or times during the term on prior
reasonable written notice (except in case of emergency) to enter into
and upon the demised premises causing as little disruption to the
Tenant's use and business as possible to examine the state of repair
and condition of the same and within two calendar months or sooner if
requested after notice in writing to the Tenant shall have been given
or left at the demised premises of all defects and wants of reparation
found on such examination to repair and make good the same according to
such notice and the covenants in that behalf hereinbefore contained and
in case the Tenant shall make default in so doing it shall be lawful
for the Landlord (without prejudice to the right of re-entry
hereinafter referred to) to enter upon the demised premises and repair
and restore the same and all expenses incurred thereby shall on demand
be paid by the Tenant to the Landlord and if not so paid shall be a
debt due from the Tenant to the Landlord and shall be recoverable by
the Landlord in the same manner (inter alia) as if it were rent in
arrear
Entry
3.13 To permit the Landlord or any Superior Landlords at any time or times
during the term on prior reasonable written notice (except in the case
of emergency) to enter into and upon the demised premises for any
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necessary or reasonable purposes including (without prejudice to the
generality of the foregoing):
3.13.1 executing repairs alterations engineering construction or other works
to or upon any other parts of the Building or upon such adjoining or
neighbouring premises
3.13.2 constructing installing inspecting testing laying down making
connections to maintaining altering repairing cleansing renewing
supplementing or emptying any conduits pipes drains channels
watercourses sewers wires and cables in connection with or for the
accommodation of the Building or any such adjoining or neighbouring
premises (including where necessary breaking up any land and/or
erecting and /or maintaining scaffolding on or outside the demised
premises and
3.13.3 executing repairs alterations or other works to or upon any part of the
Building
3.13.4 considering the viability of development
the person or persons so exercising such right of entry forthwith
making good all damage thereby directly occasioned to the demised
premises and causing as little disruption as possible to the Tenant's
business use and occupation of the demised premises
Adjoining Premises
3.14.1 To permit the Landlord at any time during the term to erect rebuild or
alter any buildings or erections facing adjoining or near to the
demised premises or the Building and to rebuild or alter any other
parts of the Building to any extent and in any manner the Landlord may
reasonably think fit notwithstanding that the buildings or erections so
erected rebuilt or altered may obstruct or interfere with the access of
light or air for the time being to or enjoyed by the demised
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premises or any part thereof PROVIDED that the demised premises shall
not thereby be rendered incapable for the use specified in clause
3.19.3 hereof
3.14.2 Not to make any objection to or claim in respect of any works of
construction building alteration addition or repair carried out upon
any other parts of the Building or any land or property adjoining or
near any part of the demised premises by the Landlord or any Superior
Landlords or any persons authorised by either of them or by the tenants
and occupiers of any other parts of the Building or such land or
property unless such works will render the demised premises unsuitable
for the use specified in clause 3.19.3 hereof
Alterations
3.15.1 Not to erect any new buildings on or make any additions or alterations
to the demised premises or to cut maim remove or damage any of the
walls timbers floors or ceilings of the demised premises or make any
communication into or with any adjacent building or property PROVIDED
THAT:
3.15.1.1 the Tenant may with the prior written consent of the Landlord
make internal non-structural additions or alterations to the
demised premises in accordance with plans and specifications
approved by the Landlord (such consent and approval not to be
unreasonably withheld or delayed)
3.15.1.2 the Tenant may hang blinds at the windows on the demised
premises with the prior written consent of the Landlord as to
the type fixing size and colour of the blinds
3.15.1.3 in the event of the Landlord giving consent to the carrying
out of any additions or alterations whatsoever to the demised
premises the Tenant will at the end or sooner determination of
the term if so required by the Landlord reinstate the demised
premises to their former state and
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condition before the carrying out of such alterations or
additions and to the reasonable satisfaction in all respects
of the Landlord
Machinery.
3.16.1 Not without the prior written consent of the Landlord such consent not
to be unreasonably withheld to set up or permit or suffer to be set up
any fire or stove or any plant machinery in or upon the demised
premises other than machinery normally found in premises used for the
purposes here in authorised
3.16.2 Not to install any additional electric points in the demised premises
and not to alter the heating and ventilating apparatus installed in the
demised premise without the consent in writing of the Landlords such
consent not to be unreasonably withheld and then only under the
superintendence and to the satisfaction of the Landlord's Surveyor and
in accordance with all statutory requirements and reasonable
recommendations of the Landlord's Surveyor
3.16.3 To procure that all electrical instruments or devices on the demised
premises are earthed insulated and fitted with effective suppressors
Signs Etc.
3.17 Not to exhibit on any part of the exterior of the demised premises or
upon or in any part of the interior of the demised premises so as to be
visible from the exterior any sign notice signboard poster
advertisement or other structure or equipment
Goods Outside the Demised Premises
3.18.1 Not to store place or deposit any goods materials equipment or rubbish
of any kind outside the demised premises or in or over any roadway,
footpath courtyard or car parking space on the Estate or in any
entrances to the Building
3.18.2 Not to form or allow 1:0 be formed any refuse dump rubbish or scrap
heap on the demised premises or any part thereof and generally to keep
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the same clean and tidy
3.18.3 Without prejudice to the generality of sub-clauses 3.18.1 and 3.18.2
above the Tenant shall be permitted to deposit refuse waste and rubbish
in the Refuse Store Building shown coloured orange on the plan annexed
PROVIDED THAT the said refuse waste or rubbish shall be of such a type
as is usually produced in the usual course of the business undertaken
by the Tenant
User
3.19.1 Not to allow any auction or any meeting for political religious or
other similar purpose to be held in the demised premises not to use the
demised premises or any part thereof as an amusement arcade or fun
palace or for any illegal or immoral purpose or for any offensive
disreputable or noisy trade business pursuit or occupation not to do
anything in or upon the demised premises or any part thereof which may
be or become a nuisance damage disturbance danger to the Landlord or
the owners or lessees or occupiers of any other parts of the Building
or any adjoining or neighbouring property nor leave the demised
premises untenanted or uncared for
3.19.2 Not to xxxx on the demised premises or allow any person to sleep or
reside on the demised premises
3.19.3 Not to use the demised premises or any part thereof nor permit or
suffer the same to be used otherwise than as offices for a purpose
within Class B1(a) or (b) of the Schedule to the Town & Country
Planning (Use Classes) Order 1987 notwithstanding any revocation
variation or amendment of the said Order
Easements Etc.
3.20.1 Not to obstruct any of the windows or lights belonging to the demised
premises or any adjoining or neighbouring property nor to make any new
window light passage drainage or other encroachment or easement into
against upon or over the demised premises or any part thereof and in
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case any encroachment or easement whatsoever shall be attempted to be
made or acquired by any person or persons whomsoever to give notice
thereof in writing to the Landlord immediately the same shall come to
the notice of the Tenant and at the cost of the Tenant to do all such
things as may be proper or reasonably required by the Landlord for
preventing any new encroachment or easement being made or acquired
3.20.2 Not to give any third party any acknowledgement that the Tenant enjoys
the access of light or air to any of the windows or openings in the
demised premises by the consent of such third party or to pay any sum
of money to or enter into any agreement with such third party for the
purpose of inducing or binding him to abstain from the obstructing the
access of light or air to any such windows or openings And in the event
of any such third party doing or threatening to do anything which
obstructs or would obstruct such access or light or air to notify the
same forthwith in writing to the Landlord
3.20.3 To permit the Landlord to enter upon the demised premises after giving
not less than 7 days prior written notice except in case of emergency
for the purpose of doing all such things as are referred to in clause
3.20.1 and to permit the Landlord to bring all such necessary actions
as it may reasonably think fit in the name of the Tenant in respect of
the obstruction of the access of light or air to any of the windows or
openings in the demised premises in respect of any such encroachment or
easement as aforesaid
Drains Etc.
3.21 Not to discharge pass or deposit into the conduits pipes drains
channels watercourses or sewers serving the demised premises any
noxious or deleterious effluent or other substance which shall cause an
obstruction or deposit in or injure the said conduits pipes drains
channels watercourses or sewers and in the event of any such
obstruction deposit or injury to forthwith make good such damage
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caused to the reasonable satisfaction of the Landlord
Weights
3.22.1 Not to suspend any excessive weight from the main structure walls
floors or roof of the demised premises or of the Building
3.22.2 Not to overload or permit or suffer to be overloaded the raised floors
structural floors ceilings suspended ceilings roofs or structure or
electricity circuits of the Building or use the same in any manner
which will cause undue strain or interference therewith nor to use the
demised premises or the Building or any part thereof in such manner as
to subject the same to any strain beyond that which they are designed
to bear with due margin for safety
Dangerous Substances
3.23 Not to store or use or permit to be stored or used any dangerous
noxious explosive inflammable or radioactive substances on or in the
demised premises
Planning
3.24.1 Not at any time during the term to do or omit anything on or in
connection with the demised premises the doing or omission of which
shall be a contravention of the Planning Acts or of any licences
consents permissions approvals and conditions (if any) granted or
imposed thereunder and to indemnify the Landlord against all actions
proceedings damages penalties costs charges claims and demands in
respect of such acts and omissions or any of them
3.24.2 Not without the prior written consent of the Landlord to submit an
application for planning permission relating to the demised premises to
the appropriate national or local or other public authority
(hereinafter referred to as "the planning authority") and forthwith to
give notice with two copies thereof to the Landlord of all
determinations made pursuant to such application and in the event of
the planning authority indicating its willingness to grant the desired
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licence consent permission or approval only with modifications or
subject to conditions not to accept such modifications or conditions
without the consent in writing of the Landlord and to give the Landlord
forthwith full particulars of such modifications or conditions
3.24.3 To observe and perform all conditions attached to any such licence
consent permission or approval and to keep the Landlord and any
Superior Landlords effectually indemnified against all actions
proceedings damages penalties costs charges claims and demands
whatsoever in respect of the costs of the said application and works
and things done in pursuance of the said planning permission and in
respect of all breaches (if any) of the said conditions and every part
thereof respectively
3.24.4 To give notice forthwith to the Landlord of any notice or order or
proposal for a notice or order served on the Tenant under the Planning
Acts and if so required by the Landlord to produce the same and at the
reasonable request of the Landlord but at the joint cost of the
Landlord and the Tenant where such notice or order or proposal for a
notice or order has implications for the Landlord and the Tenant
jointly to make or join in making such objections or representations in
respect of any proposal as the Landlord may require provided it is
expressly agreed that if a notice or order or proposal for a notice or
order has implications only for the Tenant or the Tenant's interest in
the demised premises then the cost of maintaining or joining in such
obligations or representations as the Landlord may require as referred
to above shall be at the Tenant's sole cost
3.24.5 If and when called upon so to do to produce to the Landlord all such
plans documents and other evidence as the Landlord may require in order
to satisfy itself that the provisions of Clauses 3.24.2 and 3.24.3 have
been complied with in all respects
3.24.6 If the Tenant shall receive any compensation with respect to the
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Tenant's interest hereunder because of revocation or [illegible]
planning permission or of any restriction placed upon the user or
demised premises under or by virtue of the Planning Acts then if and
when the Tenant's interest hereunder shall be determined whether by
surrender or under the power of re-entry herein contained or otherwise
the Tenant shall forthwith make such provision as is just and equitable
for the Landlord to receive a due proportion of such compensation
3.24.7 Unless the Landlord shall otherwise direct to carry out before the
expiration or sooner determination of the term any works stipulated or
required to be carried out to the demised premises by a date subsequent
to such expiration or sooner determination as a condition of any
planning permission which may have been granted to the Tenant during
the term
Landlord's Taxation Liability.
3.25 To indemnify the Landlord against any tax or imposition which becomes
payable by the Landlord during the term in respect of the demised
premises the any adjoining premises or any part and/or Building or
thereof by reason of any negligent act omission neglect or default on
the part of the Tenant (whether or not the same is in breach of any of
the covenants on the part of the Tenant or the conditions herein
contained) including without prejudice to the generality of the
foregoing any application for or obtaining of any planning permission
in respect of the demised premises and/or the Building or any
alteration addition repair or reinstatement relating to or upon any of
them and any development or disposal (by way of assignment subletting
or otherwise howsoever) of the demised premises or any part thereof AND
to indemnify the Landlord against any additional tax or imposition
which either during the said term or at any time after the
determination thereof becomes payable by the Landlord in respect of
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the demised premises and/or the Building or any adjoining premises
(whether as a result of the loss of eligibility for reduced rates of
tax or as a result of the grossing up or otherwise howsoever) which but
for such negligent act omission neglect or default of the Tenant or its
underlessees as aforesaid would not have been payable by the Landlord
Alienation
3.26.1 Not at any time to assign underlet transfer charge share or part with
possession or occupation (other than by way of an underlease of the
Sublet Unit as hereinafter permitted) of part only of the demised
premises or execute any declaration of trust with regard to the whole
or part of the demised premises
3.26.2 Not to transfer part with or share possession or occupation of the
whole of the demised premises save by way of an assignment or
underletting of the whole of the demised premises as hereinafter
permitted
3.26.3 Not to charge the whole of the demised premises without the previous
consent in writing of the Landlord such consent not to be unreasonably
withheld or delayed
3.26.4 Not to assign the whole of the demised premises without the previous
consent in writing of the Landlord such consent not to be unreasonably
withheld or delayed in the case of an assignment to a respectable and
responsible assignee whose references shall have been first approved by
the Landlord PROVIDED THAT the Landlord may as a condition of such
consent require a guarantor or guarantors (by way of guarantee and
indemnity and in such form as the Landlord shall in its reasonable
discretion require) of the covenants to be undertaken by such assignee
and their successors in title and assigns throughout the term of this
Lease and further require that such guarantor or guarantors enter into
a covenant to take a lease on identical terms to these presents for
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the residue of the term in the event that this Deed is disclaimed and
to pay the Landlord's reasonable costs thereof and PROVIDED FURTHER
THAT the Landlord shall be entitled to require such assignee to enter
into a direct covenant with the Landlord and any Superior Landlords to
observe and perform the covenants and conditions contained and on the
part of the Tenant to be observed and performed
3.26.5 Not to underlet part of the demised premises other than by one
underlease of the whole of the Sublet Unit
3.26.6 Not to underlet the whole of the demised premises or the Sublet Unit
without the previous consent in writing of the Landlord such consent
not to be unreasonably withheld or delayed and not to underlet the
whole of the demised premises or the Sublet Unit at a fine or premium
or at a rent less than the rack rental value (as defined in paragraph 1
of the Third Schedule) at the time of such underletting or in the case
of the underletting of the Sublet Unit a fair proportion thereof
3.26.7 Not to be a party or privy to any agreement or arrangement for the
commutation in whole or in part of any rent reserved by and made
payable on any underletting of the demised premises or of the Sublet
Unit
3.26.8 Not without the prior written consent (not to be unreasonably withheld
or delayed) of the Landlord to vary alter or modify any of the terms or
provisions of any underletting of the demised premises or of the Sublet
Unit
3.26.9 Upon the Landlord consenting to an underletting of the whole of the
demised premises or of the Sublet Unit to procure that the underlease
or the licence to underlet shall contain:
3.26.9.1 an unqualified covenant on the part of the underlessee with
the Landlord and any Superior Landlords in the terms mutatis
mutandis of Clauses 3.26.3 to 3.26.8 (inclusive)
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3.26.9.2 such covenants by the underlessee which the Tenant hereby
undertakes to enforce as to prohibit the underlessee from
doing or suffering any act or thing upon or in relation to the
demised premises which will contravene any of the Tenant's
obligations in these presents
3.26.9.3 provisions for review of rent reserved by the underlease which
the Tenant hereby undertakes to operate and enforce
corresponding both as to terms and dates with the provisions
set out in the Third Schedule for the revision of the rent
hereby reserved and
3.26.9.4 provisions enabling the Tenant to determine the term created
by any underlease on or before the date for determination of
this Lease set out in clause 5.8 hereof
3.26.9.5 a condition for re-entry on breach of covenant on the part of
the underlessee
3.26.9.6 an unqualified covenant on the part of the underlessee of the
Sublet Unit not to create any further underlease of the Sublet
Unit (however inferior)
3.26.9.7 an endorsement of a Court Order excluding the Underlease from
the provisions of Sections 24-28 of Part II of the Landlord
and Xxxxxx Xxx 0000 upon the joint application of the Tenant
and the Underlessee
3.26.10 The grant of any underlease of the whole of the demised premises or of
the Sublet Unit shall be conditional upon the Tenant and the proposed
underlessee obtaining and producing to the Landlord for its approval
prior to the grant of the said underlease an order of the Court
pursuant to Section 38(4) of the Landlord and Xxxxxx Xxx 0000 (as
amended by the Law of Property Act 1969) authorising an agreement which
shall be contained in the form of underlease excluding in relation to
the tenancy to be thereby created the provisions of
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Sections 24 to 28 of the Landlord and Xxxxxx Xxx 0000.
3.26.11 Not to allow or permit any shares in the Tenant to be held on trust or
other than by the person beneficially entitled thereto nor to allow or
register the transfer of any shares in the Tenant where such transfer
would have the effect of changing the person firm or company who at the
date hereof has control of the Tenant within the meaning of Section 302
Income & Corporation Taxes Act 1970 without the previous consent in
writing of the Landlord such consent not to be unreasonably withheld in
the case of a transfer to a respectable and responsible transferee
whose references shall have first been approved by the Landlord
PROVIDED THAT the Tenant may (without obtaining the Landlord's consent
but subject to the Tenant notifying the Landlord in 21 days) pledge
shares to a Bank or Financial Institution as security for a loan made
by such Bank or Financial Institution to either the Tenant or to a
parent company of the Tenant
3.26.12 Notwithstanding the provisions of clause 3.26 above the Tenant may
share or pact with occupation of the demised premises with any other
company which is a member of the same group of companies as the Tenant
as defined in the Landlord & Xxxxxx Xxx 0000
3.26.13 Not to create more than one underletting (which expression shall
include sub-underleases however inferior) of the Sublet Unit to the
intent that the demised premises shall not be occupied at any time by
more than two persons or companies (including the Tenant)
Notice of Alienation
3.27 Within twenty-eight days next after the making thereof without any
demand by the Landlord to produce to the Landlord or the Solicitors for
the time being of the Landlord for registration two certified copies of
all assignments transfers of any shares in the Tenant mortgages charges
and other dispositions and devolutions of title which shall at any time
during the terms relate to the demised
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premises or any part thereof and to pay both to the Landlord by way of
management fee and to the Landlord's Solicitors by way of registration fee for
the registration of every such document a reasonable sum which shall not be less
than the sum of TWENTY-FIVE POUNDS (pound25.00) and any further reasonable sum
which is payable by the Landlord to any Superior Landlords in respect of the
registration thereof
3.28 To give immediate notice to the Landlord of any notice or order or
proposal for a notice or order or claim for whatsoever nature affecting
the demised premises or any part thereof served upon the Tenant or
otherwise served or left at the demised premises and if so required by
the Landlord to produce the same and at the reasonable request of the
Landlord but at the joint cost of the Landlord and the Tenant whether
the notice order or claim has implications for the Landlord and the
Tenant jointly to make or join in making such objections or
representations in respect of such notice order or claim as the
Landlord may require provided it is expressly agreed that the notice or
order or claim only has implications for the Tenant or the Tenant's
interest in the demised premises then the cost of making or joining in
any such objections or representations as the Landlord may require as
referred to above shall be at the Tenant's sole cost
Indemnity
3.29.1 To keep the Landlord fully and effectually indemnified from and against
all proper expenses costs claims demands damages and any other
liability whatsoever in respect of any action proceeding claim demand
loss expense damages costs or other liability in respect of
3.29.1.1 the injury to or death of any person or damage to any property
howsoever arising directly or indirectly out of the state of
repair and condition of the demised premises or any alteration
or addition thereto or the electrical installation or any
other service installations therein or
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the user thereof or works carried out or in the course of
being carried out to the demised premises
3.29.1.2 any interference or alleged interference with or obstruction
made by the Tenant any undertenant or occupier of the demised
premises of any right or alleged right of light air drainage
or other right or alleged right benefiting any adjoining or
neighbouring property
3.29.1.3 any stoppage caused by the Tenant any undertenant or occupier
of the demised premises of the drains used in common with the
owner or occupier of any adjoining or neighbouring property
3.29.1.4 all general rates which may be payable by the Landlord as a
result of the Tenant or any sub-Tenant vacating the demised
premises at any date prior to the determination of the term
and this paragraph 3.29.1.4 shall remain in force
notwithstanding the determination of the term
3.29.2 To be responsible for and to indemnify the Landlord against all damage
and injury occasioned to the demised premises the Building or any
neighbouring premises or any property thereon or to any person caused
by the act neglect default or negligence of the Tenant or any
undertenant servant agent licensee or invitee of the Tenant or any
undertenant
Insurances
3.30.1 Not to do or permit or suffer to be done any act or thing which may
make void or voidable any policy for the insurance of the Building or
which may cause an increased premium to be payable for such insurance
or for the insurance of any adjoining or neighbouring premises of the
Landlord or any Superior Landlords and (without prejudice to the
Landlord's rights of action in respect of a breach of this Clause) to
repay to the Landlord all sums paid by way of increased premiums and
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all expenses incurred by it in consequence of a breach of the
provisions of this Clause and all such payments shall be added to the
rents hereby reserved and shall be recoverable as rent in arrear
3.30.2 In the event of the demised premises or any part thereof being
destroyed or damaged by any of the insured risks or otherwise to
forthwith upon the same coming to the Tenant's notice give notice
thereof to the Landlord
3.30.3 Not without the prior written consent of the Landlord to effect any
insurance in respect of the demised premises against the insured risks
3.30.4 In the event of the Building or any part thereof being destroyed or
damaged by any of the insured risks and the insurance monies under any
insurance against the same effected thereon being wholly or partly
irrecoverable by reason of any act or default on the part of the Tenant
or any sub-tenant or their respective servants agents licensees or
invitees then and in every such case the Tenant will forthwith pay to
the Landlord the whole or (as the case may require) a fair proportion
of the cost (including professional and other fees demolition and site
clearance fees and any Value Added Tax payable) of rebuilding or
reinstating the Building
Death of Guarantor
3.31 Within fourteen days of the death during the term of any person who has
or shall have guaranteed to the Landlord the payment of the rents and
observance and performance of the covenants on the part of the Tenant
herein contained to give notice thereof in writing to the Landlord and
if so reasonably required by the Landlord at the Tenant's expense in
all respects to procure some other person or persons acceptable to the
Landlord to execute a guarantee in such form as the Landlord shall
reasonably require PROVIDED ALWAYS that if the Tenant shall be a
company of which such deceased guarantor was a director the Landlord
may require some other director or directors of such company
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(including such person (if any) as may be appointed to fill the place
of such deceased director) to execute such guarantee as aforesaid
Defective Premises Xxx 0000
3.32 In connection with the Defective Premises Xxx 0000:
3.32.1 to notify the Landlord in writing immediately upon becoming
aware of any defect in the demised premises
3.32.2 to erect and maintain within the demised premises prominent
notices or warnings of relevant defects within the meaning of
Section 4 of the said Act in such form as the Landlord may
from time to time reasonably require
3.32.3 to indemnify the Landlord against all claims proceedings
demands costs and expenses incurred under Section 4 of the
said Act by reason of the Tenant's failure to erect and
display such notice
3.32.4 to permit the Landlord at any time on reasonable notice and
causing as little disruption to the Tenant's business as
possible to enter upon the demised premises for any or all of
the following purposes namely erecting and exhibiting notices
thereon and giving warning of relevant defects within the
meaning of Section 4 of the said Act in the demised premises
and installing lighting or any other reasonable means of
warning or protection against such defects
Interest
3.33 As an addition to the rents hereby reserved to pay to the Landlord
interest (as well before as after any judgment) at the rate of Four per
cent per annum above either National Westminster Bank Plc base lending
rate for the time being or such other designated rate of interest as
shall be substituted therefor by National Westminster Bank Plc and in
force at the date of commencement of the period in respect
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of which any payment of interest accrues due under these presents (with
a minimum of Twelve per cent per annum) on any rents and other sums due
hereunder in arrear and unpaid after the same shall become due from the
date such rents or other sums become due to the date of payment thereof
PROVIDED THAT this covenant shall be without prejudice to the
Landlord's right of re-entry under the provisions of Clause 5.1
Value Added Tax
3.34.1 To pay Value Added Tax on taxable supplies received by the Tenant under
or in connection with these presents and on all sums which the Tenant
is required to pay under the terms of these presents including without
prejudice to the generality of the foregoing if required by the
Landlord the rents herein reserved PROVIDED THAT the Landlord shall
render a suitable V.A.T invoice to the Tenant in respect thereof
3.34.2 All payments to be paid to the Landlord hereunder (if the said Value
Added Tax shall be chargeable) by reference to the rents and/or other
consideration payable under this Lease shall be made at the like times
as such rent and other considerations payable but otherwise all
payments due hereunder shall be made when the supply giving rise to the
charge to Value Added Tax is treated as taking place for the purposes
of Value Added Tax and (for the avoidance of doubt) it is confirmed
that where in any part of this Lease or in any Schedule to Lease the
Tenant agrees to pay an amount of money (or other consideration) such
amount (or other consideration) shall be regarded as exclusive of any
Value Added Tax which may from time to time be chargeable with respect
thereto or by reference thereto or as a result of supply made by the
Landlord to the Tenant under the terms of or in connection with this
Lease
3.34.3 Without prejudice to any Statutory rights which the Landlord has in
this respect it is confirmed that the Landlord reserved the right in
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its absolute discretion from time to times to exercise or not as the
case may be any election to waive exemption in respect of any supply
made by the Landlord and nothing in this Lease or otherwise shall
create any implication as to how the Landlord may exercise that
discretion from time to time
3.34.4 Where under this Lease the Tenant agrees to pay or contribute to (or
indemnify the Landlord or any other person in respect of) any costs
fees expenses outgoings or other liability of whatsoever nature whether
or the Landlord or any third party reference to such costs fees
expenses outgoings and other liabilities shall (for the avoidance of
doubt) be taken to be increased by such a sum as to includes any Value
Added Tax (or any similar tax or taxes whether in substitution thereof
or addition thereto) charged in relation thereto except to the extent
and only to the extent that the Landlord obtains a credit for the same
as allowable input tax
3.34.5 For the purposes of this Clause 3.34 and all other provisions of this
Lease Value Added Tax shall have the same meaning as in the Value Added
Tax Act 1983 and shall include any similar tax whether in substitution
for or in addition to it
Costs
3.35 To pay the reasonable and proper legal charges and Architects Engineers
and Surveyors fees of the Landlord and any Superior Landlords including
stamp duty on licences and counterparts resulting from all applications
by the Tenant for any consent of the Landlord or any Superior Landlords
including legal charges and Architects Engineers and Surveyors fees
actually incurred in cases where consent is refused or the application
is withdrawn by the Tenant
Regulations
3.36 To perform and observe and procures compliance in all respects with the
regulations set out in the Fifth Schedule and such other regulations
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as the Landlord may from times to time hereafter make in its reasonable
discretion
Observe Covenants in Superior Lease
3.37 To perform and observe the lessee's covenants (other than the covenant
to pay rent) and the conditions referred to in the Headlease in so far
as they relate to the demised premises notwithstanding any
inconsistency between these presents and the said covenants and
conditions contained in the Headlease
Observe Documents
3.38 To perform and observe and procure compliance in all respects with the
provisions of the documents referred to in the Sixth Schedule and to
indemnify the Landlord at all times against all claims costs charge and
expenses in respect thereof
Information
3.39 At all times during the term upon the reasonable request by the
Landlord forthwith and at the cost of the Tenant to provide the
Landlord with
3.39.1 full names and addresses of all persons in occupation of the
demised premises or any part of it
3.39.2.1 the precise part of the demised premises which such persons
occupy
3.39.2.2 a true copy of the document or if none a written memorandum of
the agreement and parties to it whereby each such person is or
claims to be entitled to occupy any part of the demised
premises
Car Parking
3.40 Without prejudice to the regulations set out in the Fifth Schedule the
Tenant will perform and observe and procure compliance in all respects
with the regulations set out below relating to vehicles on the Estate
and the car parking spaces:-
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3.40.1 The Tenant will only park private passenger motor vehicles with a gross
weight not exceeding 1.5 metric tonnes in the designated parking spaces
on the Estate
3.40.2 The Tenant shall not be permitted to park elsewhere on the Estate and
shall not at any time cause an obstruction to the roads footpaths
pavements or courtyard
3.40.3 The maximum speed limit for vehicles travelling on the Estate will be
ten miles per hour
3.40.4 The Tenant's visitors may park one private passenger motor vehicle
only with a gross weight not exceeding 1.5 metric tonnes in the
designated visitor car parking space
3.40.5 The Tenant will not service clean repair or maintain any vehicle
whilst parked on the Estate and no vehicles will be displayed for sale,
or hire
Landlord's Covenants
The Landlord HEREBY COVENANTS with the Tenant as follows:
Quiet Enjoyment
4.1 That subject to the Tenant duly paying the rents hereby reserved and
made payable and observing and performing the covenants and conditions
herein contained and on the Tenant's part to be observed and performed
so that such payment observance and performance shall be and continue
to be a condition precedent to the remaining obligation of the Landlord
in this Clause 4.1 to the intent and with the effect that the Landlord
shall not be under any such obligation at any time that the Tenant is
in breach of its obligations in respect of any such payment observance
and performance the Tenant shall and may peaceably and quietly possess
and enjoy the demised premises during the term without any disturbance
by the Landlord or any persons rightfully claiming under or in trust
for the Landlord
Insurance
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4.2.1 That the Landlord will effect and maintain an insurance of the demised
premises against the insured risks and three years' loss of rent in
respect of the demised premises and will expend all monies received by
virtue of any such insurance (other than in respect of loss of rent
towards rebuilding reinstating the demised premises as soon as
reasonably possible after the destruction thereof or damage thereto the
Landlord making up any deficiency of insurance monies out of its own
money unless any monies payable under such insurance shall be refused
in whole or in part by reason of any act or default of the Tenant or
any sub-tenant or their respective servants agents licensees or
invitees PROVIDED THAT in the event that the Superior Landlord insures
the demised premises the Landlord's obligations hereunder shall be
limited to using all reasonable endeavours to procure that the Superior
Landlord complies with its covenants in the Headlease to insure
4.2.2 If at the expiry of twelve months after the date of such destruction or
damage the Landlord has not commenced reinstatement of the Building
then either party shall be entitled to determine this Underlease at
any time thereafter either by the Tenant giving not less than one
month's notice in writing to the Landlord or the Landlord giving not
less than six months notice in writing to the Tenant and upon expiry of
such notice this Underlease shall thereupon cease and determine but
without prejudice to any right of action of either party against the
other which shall have accrued prior to such termination and in that
event any monies payable under the policy of insurance hereinbefore
referred to shall belong to the Landlord absolutely
4.2.3 The Landlord shall at the Tenant's request produce to the Tenant as
soon as reasonably possible written confirmation from the Insurer that
the demised premises is insured together with reasonable evidence of
payment of the annual premium
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Maintenance
4.3 Subject to the prior payment by the Tenant of all moneys and rent due
hereunder the discharge of all the liabilities of the Tenant and the
observance of all the Tenant's covenants herein contained:-
4.3.1 to maintain repair renew replace and keep in good and serviceable order
and condition the electrical and television aerial cabling water
drainage ventilation and telecommunication services and the service
duct risers and all fixtures and fittings bins receptacles tools
appliances and material within the common areas of the Estate only and
used or supplied for the benefit of all tenants which the Landlord
acting reasonably may in the interests of good estate management
consider necessary for the maintenance upkeep or cleanliness of the
Estate
4.3.2 As and when necessary to employ porters cleaners and other staff of a
like nature
4.3.3 To maintain repair renew overhaul modernise and insure the plant and
machinery within the Building and/or the Estate including but without
prejudice to the generality the heating boilers lifts ventilation and
central heating system hot and cold water system fire alarm system
lightning conductor or any electrical appliance
4.3.4 To maintain repair renew rebuild alter clean light and decorate the
common parts of the Building including but without prejudice to the
generality the entrance halls communal doors entrance lobbies corridors
passageways staircases fire escape staircases sanitary apparatus fire
fighting appliances external window glass toilets and cleaning store
rooms
4.3.5 To maintain repair renew rebuild alter clean and decorate the exterior
and the structure (including the roofs and foundations) of the Building
4.3.6 To rebuild renew repair maintain decorate light and cleanse all party
walls fences and structures all footpaths car parks landscaped areas
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(internal and exterior) roads the cycle shed the refuse store building
the service building fountain courtyard in the Building and/or the
Estate and all conduits pipes drains channels water courses sewers
wires and cables and other things used or capable of being used in
common by the occupiers of the Building and/or Estate or any part
thereof and the occupiers of any adjoining or neighbouring premises
4.4 To use reasonable endeavours to ensure that all other tenants and
occupiers of the Building and the Estate perform and observe and
comply in all material respects with the regulations set out in the
Fifth Schedule and such other regulations as the Landlord may from time
to time hereafter make in its reasonable discretion
Headlease
5. To use all reasonable endeavours to observe and perform the covenants
and conditions on the lessees part to be observed and performed
contained within the Headlease save to the extent that such covenants
and conditions are to be observed by the Tenant under this Lease or by
other lessees of the Estate
Provisos
PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED as follows:
Forfeiture
5.1 This Deed is made upon the express condition that if and whenever the
said rents sums or other payments or any parts thereof shall be unpaid
for twenty one days after any of the days hereinbefore appointed for
payment thereof (whether the same shall have been lawfully demanded or
not) or if the Tenant shall compound or make arrangements with the
Tenant's creditors or shall suffer any of the effects of the Tenant to
be taken in execution or if the Tenant (being a corporation) shall
enter into liquidation whether compulsory or voluntary (except for a
reconstruction or amalgamation of a solvent company forthwith carried
into effect) or if a receiver shall be appointed in respect of any
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part of the Tenant's undertaking or if a limited company shall apply to
become unlimited under the Companies Xxx 0000 or if an application
shall be made or a petition shall be presented to the Court for the
grant of any administration order under the Insolvency Xxx 0000 or for
any order of similar effect under any law relating to companies or if
an administrator or administrative receiver or provisional liquidator
shall be appointed or if the Tenant (not being a corporation) shall
become bankrupt or make any assignment for the benefit of his creditors
or make any arrangement with his creditors for the liquidation of his
debts by composition or otherwise of if any material covenants on the
Tenant's part herein contained shall not be performed or observed then
and in any of the said cases and thenceforth it shall be lawful for the
Landlord into or upon the demised premises or any part thereof in the
name of the whole to re-enter the same to repossess and enjoy as if
this Deed had not been made without prejudice to any right of action or
remedy of the Landlord in respect of any antecedent breach of any of
the covenants by the Tenant herein contained
Suspension of Rent
5.2 If the demised premises or any part thereof shall at any time be
destroyed or damaged by any of the insured risks so as to be unfit for
occupation and use and the relevant policy or policies of insurance in
respect thereof shall not have been vitiated or payment of the policy
monies refused in whole or in part in consequence of any act or default
on the part of or suffered by the Tenant or any sub-tenant or their
respective servants agents licensees or invitees then the rent hereby
firstly reserved the service charge and any other sums due pursuant to
this Lease or a fair and just proportion thereof according to the
nature and extent of the damage sustained shall be suspended and cease
to be payable until the demised premises shall again be
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rendered fit for occupation and use or for a period of three years
(whichever is the shorter) and in case of dispute as to the proportion
or period of such abatement the same shall be referred to arbitration
in accordance with the Arbitration Acts 1950 and 1979
Notices
5.3 In addition to any other mode of service any notices requiring to be
served hereunder shall be validly served if served in accordance with
Section 196 of the Law of Property Xxx 0000 as amended by the Recorded
Delivery Service Xxx 0000 or in addition in the case of a company if
served in accordance with those provisions at its registered office for
the time being PROVIDED THAT all notices to be served upon the Landlord
hereunder shall be served at its registered office for the time being
if the Landlord be a company or at its last known place of abode if the
Landlord be an individual
Compensation
5.4 If the tenancy hereby granted is within Part II of the Landlord and
Xxxxxx Xxx 0000 then subject to the provisions of sub-section (2) of
Section 38 of that Act neither the Tenant nor any assignee or
underlessee of the term or of the demised premises shall be entitled on
quitting the demised premises to any compensation under Section 37 of
the said Act
Use of Other Land
5.5 Nothing herein contained or implied shall impose or be deemed to impose
any restriction on the use of any land or buildings of the Landlord or
any Superior Landlords not comprised in these presents (other than a
restriction to the effect that such use must not render the demised
premises unsuitable or incapable for the use specified in clause 3.19.3
hereof) or give the Tenant the benefit or the right to enforce or to
have enforced or to prevent the release or modification of any covenant
condition or stipulation entered into by any lessee or
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tenant of the Landlord or any Superior Landlords in respect of property
not comprised in these presents or shall operate to prevent or restrict
in anyway the development of any property not comprised in these
presents
Waiver
5.6 No acceptance of or demand or receipt for rent by the Landlord after
knowledge or notice received by the Landlord or its agents of any
breach of the Tenant's covenants and conditions herein contained shall
be or operate as a waiver wholly or partially of any such breach but
any such breach shall for all purposes be a continuing breach of
covenant so long as such breach shall be subsisting and that no person
taking any estate or interest under these presents shall be entitled to
set up any such acceptance of or demand or receipt for rent by the
Landlord or its agents as a defence in any action or proceedings by the
Landlord
Warranty
5.7 Nothing herein contained or implied shall be taken to be a covenant
warranty or representation by the Landlord that the demised premises
can lawfully be used by the Tenant or for any particular purpose and
the term and the rents hereby reserved shall not determine by reason
only of any changes modifications or restrictions on user of the
demised premises or obligations or requirements (if any) made or
hereafter to be made or imposed under or by virtue of the Planning Acts
5.8 Early Determination
5.8.1 If the Tenant shall desire to terminate this Underlease early the
Tenant shall be permitted by the terms of these presents to do so on
either the 27th day of July 1996 and 27th day of July 1998 provided the
Tenant has complied in all material respects with all the Tenant's
covenants and conditions contained in this Underlease
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39
5.8.2 If the Tenant shall desire to terminate this Underlease on the 27th day
of July 1996 it shall give to the Landlord at least six months prior
written notice of its intention to determine and shall on the expiration
of the notice forthwith pay to the Landlord the sum of Twenty Five
Thousand Pounds (Pound 25,000) together with value added tax thereon.
5.8.3 If the Tenant shall desire to terminate this Underlease on the 27th day
of July 1998 it shall give to the Landlord at least six months prior
written notice of its intention to determine. No sums shall be payable.
5.8.4 On the expiration of the notice referred to in 5.8.2 and 5.8.3 above
provided the Tenant has complied in all material respects with the
Tenant's covenants and conditions in this Underlease and in the case of
the notice served in accordance with clause 5.8.2 paid to the Landlord
the sum specified therein this Underlease will terminate but without
prejudice to the antecedent rights of either party.
Surety.
6.1 The Surety HEREBY COVENANTS with the Landlord so that such covenant
shall and does appertain to each and every part of the demised premises
and so that such covenant shall be construed as if it were a separate
and independent covenant with each and every person who shall from time
to time be the owner of the reversion immediately expectant upon the
term that the Tenant will punctually pay the rents and other sums
payable under these presents and will perform and observe the Tenant's
covenants and conditions contained in these presents and the Surety will
indemnify and keep indemnified the Landlord against all losses expenses
costs claims or damages arising by reason of any non-payment of such
rents and other sums and any breaches of such covenants and conditions
PROVIDED THAT any neglect or forbearance of the Landlord in enforcing
any payment covenant or condition or any
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40
disclaimer of this Deed by a liquidator or trustee in bankruptcy shall
not release or in any way affect the liability of the Surety under this
clause
6.2 IT IS HEREBY AGREED AND DECLARED that the covenant on the part of the
Surety contained in Clause 6.1 shall remain in full force and effect
during any extension of the term under the provisions of the Landlord
and Xxxxxx Xxx 0000
6.3 In the event of the Tenant becoming bankrupt or entering into
liquidation whether compulsory or voluntary and the trustee in such
bankruptcy or the liquidator disclaiming this Deed the Surety will take
from the Landlord but only if required by the Landlord by written
notice to the Surety within three months after such disclaimer a grant
of another lease of the demised premises for the residue of the term
unexpired at the date of such disclaimer at the same rents reserved by
these presents (including any revised rent determined under the Third
Schedule hereto) and subject to the like covenants conditions and
provisos as are contained in these presents but so that the times at
which:
6.3.1 the Landlord shall be entitled to revise the rent and
6.3.2 the demised premises are to be decorated shall be the same
times respectively as are specified in these presents and the
Surety on the execution of such further Lease will execute and
deliver to the Landlord a Counterpart thereof and will pay the
Landlord's reasonable costs in respect thereof
6.4 IT IS HEREBY AGREED AND DECLARED that:
6.4.1 This Clause 6 shall remain in full force and effect
notwithstanding any disclaimer of this Deed by a trustee in
bankruptcy or liquidator and
6.4.2 the Surety shall be liable hereunder to the Landlord as if
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41
the Surety was a principal debtor in respect of such
liabilities
6.4.3 (for the avoidance of any doubt) this Clause 6 shall be and is
part of these presents and is not a contract collateral
thereto nor is it to be construed as such AND THE SURETY
HEREBY EXPRESSLY ACKNOWLEDGES that it shall be bound by the
terms of this Clause 6 to the Landlord and to each and every
person who shall be from time to time the owner of the
reversion immediately expectant on the term (as if each and
every such person had been made a party to this Lease and a
separate and independent covenant had been given by the Surety
to each and every such person AND THE SURETY HEREBY FURTHER
EXPRESSLY ACKNOWLEDGES that each such person shall have the
benefit of and shall be entitled to enforce each and every
part of this Clause 6 notwithstanding the fact that either the
benefit of this Clause 6 has not been expressly assigned to
the person seeking to enforce it (or the relevant part of it)
or that if the said benefit has been expressly assigned that
no notice of any assignment has been given to or received by
the Surety
6.4.4 the Surety hereby irrevocably acknowledges that notice of any
assignment of the benefit of this Clause 6 shall be deemed
validly served if sent to or left at the demised premises
whether or not it is likely that the Surety would receive the
same or in fact does receive the same
IN WITNESS whereof the parties hereto being companies have hereunto caused their
respective Common Seals to be affixed to this deed
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42
THE FIRST SCHEDULE
PART I
(the Building)
ALL THAT Building known as The Quorum, Xxxxxxxx Drive, Cambridge of which the
demised premises form part shown for the purposes of identification on the plan
number 1 attached and thereon edged in blue
PART II.
(the demised premises)
ALL THAT area on the Second floor of the Building and known as Xxxxx 000/000 Xxx
Xxxxxx, Xxxxxxxx Xxxxx, Xxxxxxxxx with a net internal floor area of 6545 square
feet shown for the purposes of identification on plan number 2 attached and
thereon edged in red and for the avoidance of doubt the demised premises shall
include: -
(i) all non-loadbearing walls wholly within the demised premises
(ii) one half (severed vertically) of all non-leadbearing walls separating
the demised premises from any other part of the Building
(iii) all plaster or other decorative finish applied to any wall bounding the
demised property and not falling within (i) or (ii) above or applied to
any column or loadbearing wall within the demised premises
(iv) the whole of all doors door frames door furniture and glass in the
doors windows window frames window xxxxx window furniture bounding the
demised premises
(v) all ceilings bounding the demised premises including the suspended
ceiling and supports to the extent of the finishes to the soffit or
underside of the roof lining sheet where under a roof but not the
structure
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43
[XXXXXXX & XXXXXX/THE QUORUM PLAN 1]
[VESTEY ESTATES LIMITED]
[STAMP ILLEGIBLE]
[SEAL]
44
[FIRST FLOOR PLAN 2]
[VESTEY ESTATES LIMITED]
[STAMP ILLEGIBLE]
[SEAL]
45
(vi) all floors to the extent of the screeds and the finishes of the
concrete sub-floor but not the structure including the raised floor and
supports and floor boxes providing electricity and telecommunications
services
(vii) all conducts pipes drains channels watercourses sewers wires cables
electrical heating water and sanitary apparatus glass plant machinery
and appurtenances of whatsoever nature belonging to and/or exclusively
serving the demised premises
THE SECOND SCHEDULE
PART l
(rights and benefits)
Subject to the prior payment by the Tenant of all money and rents due hereunder
discharge of all the liabilities of the Tenant and observance of all the
Tenant's covenants herein contained and so that such payment discharge and
observance shall be and continue to be a condition precedent to the entitlement
of the Tenant to use and enjoy all of the rights contained herein to the intent
that and with the effect that no such rights contained herein shall accrue at
any time that the Tenant is in breach of its obligations in respect of any such
payment and/or discharge and/or observance:
1.1 The full free and uninterrupted passage and running of water soil gas
and electricity mains water electric computer and telecommunication
services and all other services to and from the demised premises
through and along all conduits pipes drains channels watercourses
sewers wires and cables which are or may hereafter during the term be
in or over or under any other part of the Building or the Estate or
adjoining or neighboring property of the Landlord
2.1 The right to park 29 private passenger motor vehicles belonging to the
Tenant or the Tenant's staff or the Tenant's visitors in the
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46
designated car parking spaces shown numbered 22 to 30 inclusive 34 to
39 inclusive and 44 to 57 inclusive on the plan attached The Landlord
however reserves the right during the term to designate suitable
alternative parking spaces for the Tenant on the Estate in respect of
car parking spaces numbered 44 to 48 inclusive
3.1 The right to park one private passenger motor vehicle in the car
parking space designated by the Landlord for the parking of visitors
vehicles or vehicles belonging to disabled staff shown numbered 177 on
the plan attached or such other parking space as may be agreed by the
Landlord and the Tenant
4.1 The right to connect to electrical and television aerial cabling and to
connect to water drainage ventilation and telecommunications services
located in the service duct risers with the prior written consent of
the Landlord PROVIDED THAT in the event such consent is granted the
Tenant shall cause as little inconvenience as possible to the Building
in the exercise of this right and shall make good as soon as reasonably
possible any damage thereby occasioned
5.1 The Tenant shall have the right to allow his employees or visitors to
stand pedal cycles within any available space in the cycle shed on the
Estate
6.1 The right in common with the Landlord and others having the like
right:-
6.1.1 to pass and xxxxxx with or without vehicles at all times and
for all purposes connected with the use of the demised
premises (but not otherwise) over the roadways footpaths
pavements courtyards and entrances on the Estate provided that
vehicles shall not be permitted at any time (save in the case
of emergency) to obstruct or enter the Building courtyard
6.1.2 to pass and xxxxxx through the entrances to the Building
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47
marked QII and QIII on the plan and to use the lifts
staircases and landings for all purposes connected with the
use of the demised premises PROVIDED THAT the lifts in the
Building shall be used for the carriage of passengers and
their hand luggage only and the Landlord shall not be liable
for any loss or damage caused by any temporary failure of the
lifts
6.1.3 to use the toilet facilities including the disabled toilets on
the Second floor of the QII and QIII of the Building
6.1.4 to enter on 48 hours written notice the service riser duct to
carry out any necessary repairs or connections for which the
Tenant is responsible and making good any damage thereby
occasioned in exercise of this right
6.l.5 to use and enjoy any landscaped areas on the Estate
7. The Tenant shall have the right of support shelter and protection for
the demised premises from the remainder of the Building as enjoyed at
the date hereof
PART II
(exceptions and reservations and other matters)
1.1 The full free and uninterrupted passage and running of water soil gas
and electricity mains water and all other services from and to all
other parts of the Building and any neighboring adjoining or adjacent
land and premises now or at any time hereafter during the term
belonging to the Landlord or any Superior Landlords through and along
all conduits pipes drains channels watercourses sewers wires and cables
which are or may hereafter during the term be in or over or under the
demised premises
2.1 Full free and unrestricted right for the Landlord to enter the demised
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48
premises for the purpose of access to the service riser duct upon
giving reasonable notice (save in the case of an emergency where
immediate access is required)
3.1 The right to build on develop deal with and use any other part of the
Building or any adjoining or neighboring property retained by the
Landlord in such manner as the Landlord thinks fit even though the
amenity of the demised property or the access of light or air thereto
may be lessened thereby and without making any compensation to the
Tenant PROVIDED THAT the demised premises shall not thereby be rendered
incapable for the use permitted in this Lease
4.1 The right at reasonable times and on reasonable notice (except in
emergency) to enter the demised premises as provided in clauses 3.13
and 3.14 hereof
5.l The right for the Landlord to place notices "To Let" or "For Sale" on
any part of the Estate
6.1 All liberties privileges easements quasi-easements rights benefits and
advantages over the demised premises now or from time to time enjoyed
or intended to be enjoyed by any premises now or at any time belonging
to the Landlord or any Superior Landlord
7.1 Easements rights and privileges over the demised premises corresponding
to those expressly granted to the Tenant over the other parts of the
Building
8.1 The right at reasonable times and on reasonable notice (except in
emergency) to enter the demised premises for the purpose of inspecting
maintaining repairing replacing and cleansing all the plant and
machinery of whatever nature located in the roof void above the demised
premises together with a corresponding right to have access to the roof
void itself by removing the ceiling of the demised premises as
appropriate forthwith making good all damage thereby occasioned.
9.1 The right for the Cambridge City Council and the Anglian Water
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49
Authority or other Authority, Body, Company or person exercising
statutory powers to enter the demised premises (if appropriate) on
giving reasonable notice in writing (except in the case of an
emergency) and to carry out works for the purpose of inspecting,
maintaining, cleansing, repairing or renewing the public foul and
surface water sewers and if necessary in accordance with the statutory
powers and obligations for the time being of the persons exercising
such right provided that in the event of the exercise such right by
Cambridge City Council there should be no obligation on the Cambridge
City Council to pay compensation to the Tenant or to any other person
save as such as Cambridge City Council is required by statute to pay
notwithstanding any contract to the contrary
THE THIRD SCHEDULE
(rents)
1.1 In this Schedule the following expressions shall have the meanings
hereby assigned to them namely:
1.1.1 "the first rent period" shall mean the period beginning on the
date of commencement of the term and ending on the 24th day of
December 1998
1.1.2 "the subsequent rent periods" shall mean the periods
commencing on the 25th day of December in the years 1998 and
2003 and ending on the 24th day of December in the year 2003
and 2008 respectively
1.1.3 "the appropriate date" shall mean the date of commencement of
each of the subsequent rent periods as appropriate
1.1.4 "the rack rental value" shall mean the yearly rent for which
the demised premises might reasonably be expected to be let on
the appropriate date with vacant possession in the open market
by a willing landlord to a willing tenant for a term
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50
equal to a term of 15 years computed from the appropriate date
upon the terms and conditions of these presents (but save as
to the rent hereby reserved and upon the supposition (if not a
fact) that the Landlord and the Tenant have complied with all
the covenants and conditions on their respective parts herein
contained and that the demised premises are suitable and ready
for immediate occupation and use and that the Tenant shall pay
the rent therefor immediately from the appropriate date
without receiving any rent free period capital payment rates
free period or other incentive or concession (in this Schedule
referred to as "a Rent Concession") and there being
disregarded
1.1.4.1 any effect on rent of the fact that the Tenant or the
Tenant's predecessors in title have been in
occupation of the demised premises or any part
thereof
1.1.4.2 any goodwill attaching to the demised premises by
reason of the carrying on thereat of the particular
trade or business of the Tenant
1.1.4.3 any effect on rent of any improvement carried out by
the Tenant to the demised premises or any part
thereof at the Tenant's own expense in accordance
with the terms of these presents otherwise than in
pursuance of an obligation to the Landlord
1.1.4.4 any effect on rent of the fact that either a Rent
Concession was given to the Tenant at the
commencement of the Term and/or that a Rent
Concession would be reasonably likely to be given to
a lessee taking a lease similar to this Lease at the
appropriate date
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51
1.1.4.5 any works carried out to the demised premises by the
Tenant or any sub-tenant or any person authorized by
either of them which have diminished the rental value
of the demised premises
1.1.4.6 any enactment referred to in paragraph 6.1 of this
Third Schedule
1.1.4.7 any obligation upon the Tenant whatsoever to
reinstate the demised premises or any part thereof to
a condition in which the demised premises or any part
thereof were in prior to any alterations being
carried out thereto
1.1.4.8 the fact that the Landlord shall have the option of
charging Value Added Tax on rents payable hereunder
whether or not such option shall have been exercised
and in particular if the Landlord shall have elected
to charge VAT on rents payable hereunder disregarding
any diminution in the rental value of the demised
premises arising from the fact that Value Added Tax
is payable upon the rents payable hereunder
1.1.5 "the Appointed Surveyor" shall mean a surveyor agreed upon in
writing by the Landlord and the Tenant and in default of such
agreement within one month after the expiry of the period
referred to in paragraph 3.1 of this Schedule a chartered
surveyor (who shall so far as practicable be a chartered
surveyor with previous experience of lettings of properties of
the nature of and in the same locality as the demised
premises) nominated by the President of the Royal Institution
of Chartered Surveyors upon the application of
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52
either the Landlord or the Tenant made at any time
2.1 The rent payable under this Deed for the demised premises shall be:
2.1.1 For the period from the date hereof until the 8th day of
January 1994 the sum of a peppercorn (if demanded)
2.1.2 For the period from 9th January 1994 until 24th December 1996
in the first rent period rent at the yearly rate of Fifty
Thousand Pounds (British Pound Sterling 50,000.00)
2.1.3 For the period from 25th December 1996 until the end of the
first rent period at the yearly rate of Sixty Five Thousand
Pounds (British Pound Sterling 65,000.00)
2.1.4 During each of the subsequent rent periods a yearly rent equal
to the yearly rent payable immediately preceding the date of
commencement of the subsequent rent period in question or (if
greater) a sum equal to the rack rental value of the demised
premises on the appropriate date
3.1 If the Landlord and the Tenant shall not have agreed the rack rental
value before the appropriate date (or by such later date as may be
agreed in writing by the Landlord and the Tenant) the rack rental value
shall be determined by the Appointed Surveyor
4.1 The determination of the rack rental value by the Appointed Surveyor
who shall act as an expert shall be final and binding on the Landlord
and the Tenant and the fees of the Appointed Surveyor shall be borne by
the Landlord and the Tenant in equal shares or as he may direct
5.1 If the revised rent payable in the subsequent rent periods has not been
ascertained by the appropriate date rent shall continue to be payable
at the yearly rate previously payable such payments being on account of
the rent for that subsequent rent period
5.2 If on the appropriate date the rack rental value shall not have been
agreed or determined as aforesaid then within 14 days after the date
when the same has been agreed between the parties or the date upon
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53
which the award of the Appointed Surveyor shall be received by one
party the Tenant shall pay to the Landlord:
5.2.1 any shortfall between the rent which would have been paid on
the appropriate date and on any subsequent quarter days had
the revised rent been ascertained on or before the appropriate
date and the payments made by the Tenant on account; and
5.2.2 interest at the base lending rate of National Westminster Bank
plc (or such other designated rate as shall be substituted
therefor by National Westminster Bank plc and in force at the
date of commencement of the period in respect of which any
payment of interest accrued is due under this paragraph) on
the shortfall from the appropriate date to the date of payment
thereof and if not so paid shall be recoverable as rent in
arrear
6.1 If on the appropriate date there shall be in force any enactment (which
expression includes any Act of Parliament now or hereafter in force as
well as any instrument regulation or order made thereunder or deriving
validity therefrom) which shall relate to the control of rents and
which shall restrict, interfere with or affect the Landlord's right to
revise the rent hereby reserved in accordance with the terms hereof or
to recover the whole or any part of such revised rent then the Landlord
shall be entitled once following each removal or modification of such
enactment to serve notice (hereinafter called an "Interim Notice") upon
the Tenant and from and after the date of service of such Interim
Notice until the next appropriate date or the Service of the next
Interim Notice or the determination of this Deed (whichever shall
first occur) the yearly rent payable under this Deed shall be increased
to whichever is higher of the rack rental value at the date of service
of the Interim Notice or the yearly rent payable
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54
immediately prior thereto and the provisions of this Schedule shall
apply accordingly mutatis mutandis with the substitution of the said
date of service for the relevant appropriate date
7.1 If and when the rack rental value has been agreed or determined as
aforesaid the Landlord and the Tenant shall forthwith annex memoranda
on this Deed and the Counterpart thereof recording such agreement or
determination
8.1 For the avoidance of doubt it is hereby expressly agreed that the
service of the notice more particularly described in clause 5.8.1 and
5.8.2 hereof shall not make time of the essence in relation to any
notices served pursuant to this schedule
THE FOURTH SCHEDULE
1. In this schedule the following expressions have the following
meanings:
(a) "financial year" means a period of twelve months ending on
24th December in each year
(b) "the specified percentage" means 10.69706 per cent
(c) "the service costs" means the total sum computed in accordance
with clauses 5, 6 and 7 of this schedule
(d) "the service charge" means the specified percentage of the
service costs except that in the first five years of the term
the service charge shall be as specified in clauses 4.1 and
4.2
(e) "the expert" means a professionally qualified surveyor or
accountant (who may be a person employed by the Landlord)
2. The Tenant covenants with the Landlord to pay the service charge during
the term by equal payments in advance at the times at which and in the
manner in which rent is payable pursuant to this Underlease
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55
3. The service costs in respect of any financial year shall be calculated
not later than the beginning of the financial year in question
4.1 For the first year of the Term (commencing on the date hereof) the
service charge payable by the Tenant shall be British Pound Sterling
11,455 ("the initial service charge")
4.2 From the 27th day of July 1994 to the end of the fifth year of the term
the service charge payable shall be the initial service charge
increased by the percentage rise (if any) in the Index of Retail Prices
published by the Department of Employment or any successor Ministry or
Department when the last published index figure is compared with the
index figure for the year earlier PROVIDED that in the event that if
the basis for compilation of the said Index shall be substantially
amended or the Index shall no longer be in existence then the parties
hereto may substitute such Index as they shall agree and in the event
of no agreement being reached such Index as shall be decided by a
Surveyor appointed by agreement between the parties or in the event
that no agreement can be reached within twenty eight days of the
dispute arising then on the application of either party to the
President for the time being of The Royal Institute of Chartered
Surveyors who shall have full power to determine the matter and award
costs
5. The service costs shall consist of a total sum equal to:-
(a) the expenditure reasonably estimated by the expert as likely
to be properly incurred by the Landlord in the financial year
in question in connection with the items specified in clause 6
of this schedule together with
(b) an appropriate amount as a reserve for or towards such of the
items specified in clause 6 as likely to give rise to
expenditure only once during the then unexpired term thereof
or at intervals of more than one year PROVIDED THAT such
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56
anticipated future expenditure to be incurred shall be in
respect of the replacement or renewal of major items of plant
and equipment only or the decoration of the exterior and
common parts of the Building and the Landlord shall not be
entitled to make such fair and reasonable provision for such
expenditure if it is anticipated that the expenditure will be
incurred by the Landlord during the last year of the term or
at any time after the expiration of the term PROVIDED FURTHER
THAT the Certificate of the expert as to the amount of the
service cost in any accounting period shall indicate whether
or not the Landlord has established and is maintaining any
fund pursuant to this paragraph and shall further provide full
details of any such fund or funds and PROVIDED FURTHER THAT
all sums received by the Landlord pursuant to this paragraph
shall be credited to an account separate from the Landlord's
own money and shall be held by the Landlord upon trust during
the period of the term plus one year (which shall be the
perpetuity period applicable to these provisions) for the
persons who from time to time shall be tenants of the Building
to apply the same together with the interest earned thereon
for the purposes set out in this paragraph and at the expiry
of such period any such sums unexpended shall be paid to the
persons who shall then be the tenants of the Building in equal
shares to the percentage which the service costs payable by
each Tenant respectively bears to the total of all the service
costs payable by the tenants of the Building PROVIDED FURTHER
THAT where any expenditure is to be incurred on any such item
in the financial year to which the said estimate relates the
expert shall in computing the said total sum
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57
give credit for the amount then standing to the credit of the
reserve in respect of the item in question
6. The items to be included in the service costs are the following:-
(a) the costs of and incidental to the carrying out by the
Landlord of any work in pursuance of any requirement of any
Act of Parliament or of any local or public authority relating
to the Building and or the common parts and/or the Estate
(b) the amount of any rates taxes assessments or outgoings of any
nature whatsoever payable in respect of the common parts of
the Building and/or the Estate and paid by the Landlord during
the term
(c) the reasonable and proper cost of employing porters cleaners
and other staff of a like nature (including the cost of
uniforms bonuses national insurance contributions pensions)
for the maintenance and general running and management of the
Building and the Estate and (where the Landlord provides
accommodation for such persons) an amount equal to a fair rent
for such accommodation and any rates payable thereon
(d) the reasonable and proper cost of preparing accounts and
certificates relating to the calculation of the service costs
or the service charge
(e) the cost of employing managing agents in respect of the
Building and the Estate
(f) The reasonable and proper costs and expenses incurred in
connection with the maintenance repair renewal overhaul
modernization insurance and running of the plant and machinery
within the Building and/or the Estate including but without
prejudice to the generality the heating boilers lifts
ventilation central heating system hot and cold water
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58
systems fire alarm system lightening conduct or any electrical
plant
(g) The costs and expenses reasonably and properly incurred in
connection with the maintenance repair renewal rebuilding
alteration cleaning lighting and decorating of the common
parts of the Building including but without prejudice to the
generality the entrance halls communal doors entrance lobbies
corridors passages staircases fire escape staircases sanitary
apparatus fire fighting appliances external window glass
toilets and cleaning store rooms
(h) The reasonable and proper costs and expenses incurred in
connection with the maintenance repair renewal rebuilding
alteration cleaning and decorating of the exterior and the
structure (including the roofs and foundations) of the
Building
(i) the reasonable and proper costs and expenses payable in
respect of making rebuilding renewing repairing maintaining
decorating lighting and cleansing all party walls fences and
structures all footpaths car parks landscaped areas (internal
and external) roads the cycle shed the refuse store building
the service building fountain courtyard in the Building and/or
the Estate and all conduits pipes drains channels watercourses
sewers wires and cables and other things used or capable of
being used in common by the occupiers of the Building and/or
the Estate or any part thereof and the occupiers of any
adjoining or neighboring premises
(j) The reasonable and proper cost of providing such other
services and exercising such other works and doing such other
matters and things as the Landlord shall reasonably
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59
consider appropriate for the benefit of the lessees of the
Building and/or the Estate
7. As soon as practicable after the end of each financial year the expert
shall determine and certify the amount by which the estimate referred
to in paragraph (a) of clause 5 of this schedule exceeds or falls short
of the actual expenditure incurred by the Landlord in respect of the
items specified in clause 6 in the financial year in question (giving
credit for any amount applied from the reserve in payment of items of
expenditure incurred during that year) and shall supply the Tenant with
a copy of the certificate together with an itemized breakdown of the
calculation thereof
8. Within twenty-one days of the receipt by the Tenant of the said
certificate the Tenant shall pay to the Landlord the specified
percentage of the deficiency or as the case may be the Landlord shall
repay to the Tenant the specified percentage of the excess
9. If in the reasonable opinion of the expert it is equitable to do so he
may increase or decrease the specified proportion
10. Any dispute arising out of the provisions of this clause shall be
referred to the decision of a single arbitrator to be appointed on the
application of either party by the President for the time being of the
Royal Institution of Chartered Surveyors whose decision shall be final
but this sub-clause shall not confer upon the Tenant the right to
challenge the amount of the total sum computed under clause 5(a) of
this clause
11. The Tenant shall be entitled to inspect all invoices receipts and
vouchers in respect of the service costs
THE FIFTH SCHEDULE
Regulations for the conduct of the Building:-
1.1 The Landlord or the Landlord's Agents or staff shall be at liberty to
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60
refuse to any person access to the Building if they shall think that
such refusal is for the benefit of the Tenants or occupants of the
Building
2.1 The Tenant is not entitled to use the lifts for the carriage of
articles likely to cause damage to the lifts or the Building and the
Landlord or the Landlord's Agents or staff shall be at liberty to
refuse permission to use the passenger lifts for the carriage of any
goods whatsoever if this shall interfere with the convenience of the
other Tenants or occupants of the Building or be likely to cause damage
to the passenger lifts or the Building
3.1 The Tenant is not permitted to place deposit store or abandon any goods
articles or rubbish whatsoever in the common parts of the Building
4.1 The Tenant shall not misuse the toilet facilities and lifts and in
particular shall not empty tea leaves or coffee grounds down the sinks
or deposit matter in the toilets likely to cause a blockage
5.1 The Tenant shall not be entitled to erect nameboards or display notices
in the common parts of the Building but each Tenant may have one entry
only in respect of the tenancy on the Landlord's nameboard in the
entrance lobby of the Building by arrangement with the Landlord's
Agents. The Landlord reserves the right to vary the position of any
Tenant's nameboard and to rearrange the disposition of the lettering
thereon but will not exercise such right in a manner which would
prejudice the visibility of the Tenant's nameboard nor without first
consulting the Tenant. Nameboards or display notices or lettering on
the entrance door or subsidiary entrance door of the demised premises
must conform to the standard design for the Building and no signage in
any form shall be erected without the prior written consent of the
Landlord or the Landlord's Agent
6.1 Any services rendered to a Tenant by staff employed by the Landlord
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61
other than services referred to in the Fourth Schedule hereto are to be
deemed special services for which and for the consequences of which
that Tenant shall be entirely responsible and the Tenant shall not be
entitled to any services from such staff which may in any way interfere
with the performance of their duties to the Landlord or the Landlord's
Agents
7.1 The Tenant shall not play or permit or suffer the playing of any
musical instrument or the use of any radio television record-player or
other similar device for the reproduction of any music or sound on or
in the demised premises so as to be audible outside the demised
premises
8.1 Any unloading or loading for or by the Tenant shall require the prior
written approval of the Landlord such approval may be restricted to
such activity taking place outside of normal working hours
THE SIXTH SCHEDULE
1. Entry number 2 of the Charges Register of Land Certificate Title Number
CB116559
2. Entry number 2 of the Charges Register of Land Certificate Title Number
CB193633
THE COMMON SEAL OF VESTEY ) [SEAL]
ESTATES LIMITED was hereunto )
affixed in the presence of:- )
/s/ Illegible Director
/s/ Illegible Secretary
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