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DATED 8TH APRIL 1991 EXHIBIT 10.12
BRIDGE GATE REAL ESTATES LIMITED
- AND -
BIOTAGE UK LIMITED
- AND -
HARTFORD COURT MANAGEMENT LIMITED
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Counterpart
L E A S E
- OF -
Xxxx 00 Xxxxxxxx Xxxxx,
Xxxxxxxx Xxxxxxxx Xxxx
Xxxx Xxxx Road, Hertfordshire
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Ref: MPFOX15.LSE
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"the Ancillary Area" means that part of the Estate and adjacent
to the Demised Premises shown cross hatched
green on the Plan
"the Roadways" means all that piece or parcel of land
forming part of the Estate and hatched xxxxx
on the Plan
"the Landscaped Areas" means all those pieces or parcels of land
forming part of the Estate and hatched green
on the Plan
"the Pathways" means all that piece or parcel of land
forming part of the Estate and coloured
yellow on the Plan
"the Parking Spaces" means all those pieces or parcels of land
forming part of the Estate set aside for the
purposes of parking vehicles on the Estate
"the Forecourt" means the area of land forming part of the
estate shown coloured blue on the Plan (and
Forecourts shall mean all such similar areas
from time to time located adjacent to other
buildings on the Estate)
"this Lease" means this Lease and includes any Schedule
hereto any license granted pursuant to and
any deed of variation of the provisions
hereof and any deed or instrument made
supplemental hereto
"Quarter Days" means the 25th March, 24th June, 29th
September and 25th December in each year
(and the term Quarter Day shall be construed
accordingly)
"Term" means the term hereby granted and shall
include where appropriate any extension
thereof whether by agreement of the Landlord
and Tenant or by or pursuant to any statute
for the time being in force
"Termination of the Term" means the determination of the Term whether
by effluxion of time re-entry notice under
the provisions hereof surrender by operation
of law or otherwise or by any other means or
cause whatsoever
"the First Reserved Rent" shall mean the rent first herein reserved
and shall include any increase therein
during the Term pursuant to the provisions
of the Fifth Schedule to this Lease
"Permitted Part" shall mean the whole of any floor of the
Demised Premises
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"Party Structures" means unless the context otherwise requires
the walls, columns and other structural
items dividing the Demised Premises from any
adjoining building on the Estate not let to
the Tenant excluding the internal
plasterwork or other surfaces and coverings
of the said pillars, walls and structural
items which shall be within the Demised
Premises
"Common Parts" means the parts of the Estate which have not
been and are not intended to be transferred
or demised by the Landlord and shall include
without prejudice to the generality of the
foregoing the Roadways, the Pathways, the
Parking Spaces, the Forecourts and the
Landscaped Areas
"the Insured Risks" means the risks from time to time and at the
relevant time intended to be covered by the
policy or policies of insurance effected by
the Landlord pursuant to the covenant on the
Landlord's part in that respect herein
contained against loss or damage by fire
storm tempest flood lightning, explosion,
aircraft articles dropped therefrom, riot or
civil commotion, malicious damage impact,
earthquake, landslip, subsidence bursting
and overflowing of water tanks, apparatus or
pipes and such other risks as the Landlord
shall reasonably consider it necessary to
insure against together also with property
owners and third party liability plant and
machinery cover (including the cost of
shoring demolition site clearance and
consultant's fees) and in respect of the
employment of people on the Estate and loss
of the rent and the Service Charge payable
hereunder from time to time for such period
(being not less than three years) as is
reasonably required by the Landlord from
time to time having regard to the likely
period required for reinstatement in the
event of partial and total destruction and
in an amount which would take into account
the Landlords reasonable estimate of
potential increases of rent in accordance
with the rent review provisions herein
contained
"Prescribed Rate" means four per centum (4%) per annum above
Barclays Bank Plc Base Rate (or such other
rate or rates which may replace the same and
by reference to which all or a majority of
English clearing banks determine their own
rates of interest) in force at the date of
the commencement of the period in respect of
which any payment of interest accrues due
under this Lease
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"Service Expenditure" shall mean the total cost to the Landlord or
the Service Company (as appropriate) of
providing the Services calculated and
payable in accordance with the provisions of
the Seventh Schedule of this Lease
"the Service Charge" shall bear the meaning ascribed to it
respectively by and shall be construed in
accordance with the Seventh Schedule to this
Lease
"the Services" the services to be carried out by the
Landlord or the Service Company as listed in
sub-paragraphs (a) - (f) inclusive of
paragraph 2 of the Fourth Schedule hereto
"Relevant Area" in relation to any part of the Estate means
the total area of the building erected on
that part in square feet (rounded up to the
nearest one hundred square foot) measured in
accordance with the Code of Measuring
Practice adopted or approved by the Royal
Institution of Chartered Surveyor's at the
material time or times
"Financial Year" means in relation to Service Expenditure the
period from the first day of January in each
year to the thirty-first day of December in
the same year or such other annual period as
the Landlord may in its discretion from time
to time determine as being that for which
the accounts of the Landlord shall be made
up
"Relevant Financial Year" in relation to the determination of the
Service Expenditure means the Financial Year
for which the amount of the Service
Expenditure is being determined
"Accountant" means an accountant appointed by the
Landlord who shall be a member of a body of
accountants established in the United
Kingdom and for the time being recognized by
the Secretary of State for the purpose of
the Companies Xxx 0000
"Certificate" means a written statement of the Service
Expenditure and the Service Charge certified
by the Accountant
"the Planning Acts" shall mean the Town and Country Planning
Acts 1962 to 1990 and the Town and Country
Amenities Xxx 0000
"Service Media" ventilators, sewers, drains, pipes, wires,
cables, gutters, conduits and other
conducting media in on or over the Estate or
some part thereof
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(2) (i) words importing the masculine gender only shall include the
feminine gender and vice versa;
(ii) words importing the singular number shall include the plural
number and vice versa and where there are two or more persons
included in the expression "the Tenant" covenants contained in
this Lease which are expressed to be made by the Tenant shall
be deemed to be made by such persons jointly and severally;
(iii) words importing persons shall include firms, companies and
corporations and vice versa;
(iv) any reference to an Act of Parliament shall include any
modification, extension or re-enactment thereof for the time
being in force and shall include all instruments, orders,
plans, regulations, permissions and directions for the time
being made issued or given thereunder or deriving validity
therefrom
(v) the Clause headings herein and the Schedule headings are for
reference only and shall not be deemed to form part of this
Lease nor shall they affect the construction thereof
(vi) any certificate to be given by the Landlord's Accountants
under the provisions of this Lease shall in respect of matters
of fact (unless otherwise specified in any particular Clause)
and save in the case of manifest error be final and binding on
the parties hereto
(vii) any covenant by the Tenant not to do or omit to be done an act
or thing shall be construed as if it were a covenant not to do
or permit or suffer such act or thing.
1. THE Landlord HEREBY DEMISES unto the Tenant ALL THAT the Demised Premises
TOGETHER with the rights specified in Part II of the First Schedule hereto
EXCEPT AND RESERVING unto the Landlord (and any person authorized or approved by
the Landlord) the interests, rights and easements more particularly specified in
Part III of the First Schedule hereto TO HOLD the Demised Premises unto the
Tenant for a term of 25 years from the 8th day of April One thousand nine
hundred and ninety one Together with the benefit of the rights (so far as the
Landlord is able to grant same) contained in the First Schedule of a transfer of
the Estate dated 24th March 1988 made between Foxholes Business Limited (1) S.T.
Xxxxxx (London) Limited (2) Tarmac Properties Limited (3) and Bride Hall
Developments Limited (4) and Subject to all rights, easements, quasi-easements
and privileges belonging to or enjoyed by any adjoining or neighboring property
YIELDING AND PAYING THEREFOR unto the Landlord during the said term FIRST the
yearly rent of FIFTY SIX THOUSAND TWO HUNDRED AND FIFTY TWO POUNDS
((pound)56,252,00) (or such increased rent as may hereafter become payable under
the provisions for rent revision hereinafter contained in the Fifth Schedule
hereto) by equal quarterly payments in advance (by bankers order if so required
by the Landlord) on the Quarter Days in every year
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and in each case without any deduction of which the first payment shall be made
on the date hereof in respect of the period from the day of One thousand
nine hundred and ninety to the day of One thousand nine hundred and ninety
AND SECONDLY by way of additional rent.
(1) on written demand by the Landlord a yearly sum equal to the due and proper
proportion attributable to the Demised Premises (as certified by the
Landlord) of the expenditure by the Landlord in effecting insurance in
respect of the Insured Risks
(2) the amount or amounts payable by the Tenant from time to time under this
Lease in respect of the Service Charge (calculated in accordance with the
Seventh Schedule to this Lease) such additional rent to be payable at the
times and in the manner specified in the Seventh Schedule and
(3) where services are provided by the Landlord to the Tenant on the request
of the Tenant in addition to or substitution for the Services on written
demand the whole of the cost to the Landlord as certified by the Landlord
acting reasonably of providing such service
3. THE Tenant HEREBY COVENANTS with the Landlord and as a separate covenant with
the Service Company in manner set out in the Second Schedule and paragraph 1 of
the Seventh Schedule hereto.
4. THE Landlord HEREBY COVENANTS with the Tenant in manner set out in the Third
Schedule hereto.
5. THE Service Company HEREBY COVENANTS with the Tenant and as a separate
covenant with the Landlord in manner set out in the Fourth Schedule hereto.
6. IT IS HEREBY AGREED AND DECLARED that the First Reserved Rent shall be
reviewed and (if appropriate) increased at the times and in manner set out in
the Fifth Schedule hereto.
7. PROVIDED ALWAYS AND AS HEREBY EXPRESSLY AGREED AND DECLARED in manner set
out in the Sixth Schedule hereto.
IN WITNESS whereof, the Landlord and Tenant and the Service Company have
executed this Lease as a Deed and have caused their respective common seals to
be hereunto affixed to day and year first above written.
THE FIRST SCHEDULE hereinbefore referred to
PART I
Description of the Demised Premises
ALL THOSE land and premises comprising Xxxx 00 and forming part of the Estate
such land and premises being more particularly delineated on the Plan and
thereon edged red
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PART II
Rights granted pursuant to Clause 2 of this Lease
with and for the benefit of the Demised Premises
The following rights in common with the Landlord and all others now or hereafter
entitled to the like rights:
(1) A right of way with or without vehicles in common with the Landlord and
all other persons who have or may hereafter be granted a like right at all
times and for all purposes connected with the Demised Premises (but not
for any other purpose) over and along the Roadways and the exclusive right
to use the Forecourt for such purposes.
(2) The right (so far as the same are not mains facilities in the ownership of
the appropriate statutory undertakers) in common with the Landlord and all
other persons who may have or may hereafter be granted a like right to the
free and uninterrupted passage and running of air water soil gas
electricity and telephone signals or impulses through the Service Media
serving or capable of serving or being enjoyed by the Demised Premises and
the right to enter upon the Estate for the purposes of making connections
with the said Service Media and inspecting maintaining or repairing and
renewing the Service Media and the said connections thereto causing as
little damage as possible and making good all damage thereby occasioned to
the reasonable satisfaction of the surveyor for the time being of the
Landlord or (if required) to the satisfaction of the relevant Highway
Authority.
(3) A right-of-way on foot only in case of fire or other emergency over the
Pathways shown hatched blue on the Plan and an exclusive right of way on
foot only other the Pathways shown hatched xxxxx on the Plan
(4) The exclusive right to use the Parking Spaces shown coloured orange on the
Plan and to erect discreet notices in the name of the tenant thereon
PROVIDED however that the Landlord shall be entitled to vary the location
of the said spaces for the purposes of good estate management PROVIDED
FURTHER that the Tenant is always to have an entitlement to not less than
sixteen Parking Spaces at all times and that such spaces shall in any
event be located on the Estate.
(5) The right to erect a sign on the Landlord's Estate Signboard at the
entrance to the Estate in accordance with the provisions of paragraph (13)
of the Second Schedule hereto
(6) The right with servants workmen and others at all reasonable times or at
any time in case of emergency to enter and remain upon the Estate and any
buildings erected thereon or any part thereof for the purpose of repairing
maintaining inspecting renewing or rebuilding the Demised Premises or any
Party Structures making good all damage thereby effected as soon as
reasonably practicable.
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(7) The right of support and shelter from any adjoining buildings or other
structures on the Estate.
(8) The exclusive right to enter and remain upon the Ancillary Area together
with servants employees licensees and invitees of the Tenant on foot only
for recreational and leisure purposes ancillary to the use of the Demised
Premises.
(9) The right at any time during the term to erect a brick built building or
other similar structure upon the Ancillary Area for storage use in
connection with the business of the tenant PROVIDED THAT:
(a) Prior to exercising such right the Tenant shall obtain all necessary
consents and approvals from any local statutory or other authorities
(b) Prior to exercising such right the Tenant shall supply a
specification and drawings of the said structure such specifications
and drawings to be to the reasonable satisfaction of the Landlord.
(c) On the Termination of the Term the Tenant shall remove the said
structure and shall reinstate the Ancillary Area in all respects to
its former condition.
PART III
Rights excepted and reserved pursuant to
Clause 2 of this Lease
There are excepted and reserved out of this Lease to the Landlord and its
successors in title and to the Service Company or to other Tenants to the
remaining parts of the Estate (save as hereinafter provided) for the benefit of
the Estate
(1) The right to erect or to consent to any person erecting any new building
on the Estate and the right to alter or to consent to any person altering
any buildings which may now or may hereafter be built on the Estate
notwithstanding that such erection or alteration may diminish the access
of light or air enjoyed by the Demised Premises with liberty to deal with
any land adjoining opposite or near to the Demised Premises or the Estate
as may be thought fit but without prejudice to the easements granted to
the Tenant by this Lease or the Landlord's covenants set out in the Third
Schedule hereto.
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contribute or defray (or otherwise howsoever) any such sums relating
to the income or chargeable gains of any third party or the Landlord
in relation to the Demised Premises or any other premises or
otherwise howsoever or any disposition or dealing with the same.
(b) To repay to the Landlord in the absence of direct assessment on the
Tenant the proportion properly attributable to the Demised Premises
of such of the aforesaid rates taxes duties charges assessments
impositions and outgoings as may be payable in respect of occupation
of any property of which the Demised Premises form a part insofar as
the same is not included in the calculation of the Service Charge
(such proportion to be determined by the Landlord's Surveyor acting
reasonably).
(c) To pay the cost of any connection charges in respect of the supply
of gas water and electricity and for the supply of any meters.
(3) To keep in good and substantial repair and condition the Demised Premises
damage (over and above any excess on such policy from time to time) caused
by any of the Insured Risks excepted unless any policy of insurance has
been vitiated or payment of any of the policy monies withheld or refused
due to any act neglect or default of the Tenant or any sub-tenant or their
respective servants agents lessees or invitees) and keep clean the Demised
Premises and appurtenances thereof including but without prejudice to the
generality of the foregoing the doors windows Party Structures and walls
of the Demised Premises and all glass fixtures fittings fastenings wires
gutters sewers drains and other pipes sanitary and water heating and
electrical apparatus and all heating equipment and apparatus (if any)
therein and exclusively serving the Demised Premises and the painting
papering and decoration thereof and the Landlord's fixtures and fittings
therein with all necessary reparations and cleansing works and amendments
whatsoever including save as hereinafter provided the making good of all
defects howsoever and wherever arising in or on or under the Demised
Premises (PROVIDED ALWAYS THAT the making good of all defects directly or
indirectly attributable to the defective or faulty design or construction
of the Demised Premises or the use of inadequate defective or faulty
materials or building practices in connection therewith howsoever and
whenever arising in on or under the Demised Premises shall not fall within
this or any other covenant on the part of the Tenant herein contained) and
to replace from time to time all Landlord's fixtures fittings and
appurtenances in the Demised Premises which may be or become beyond repair
at any time during or at the Termination of the term and without prejudice
to the generality of the foregoing covenants to clean all windows (both
inside and outside) including the frames thereof as often as reasonably
necessary.
(4) Without prejudice to the generality of the foregoing covenant:
(a) as and whenever necessary and in any event in every fifth year of
the term and also in the twelve months prior to the Termination of
the Term to have prepared and painted or otherwise decorated or
treated (as the case may be) all surfaces and other portions of the
fabric and finishes inside the Demised
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Premises usually painted or decorated with two coats at least of
good quality paint or good quality polish or other suitable material
of good quality in a proper and workmanlike manner and so often as
may be necessary to have professionally treated in accordance with
an approved manner (for preserving and protecting the same) all
other parts of the interior of the Demised Premises requiring such
treatment for preservation and protection All such painting
decoration or other treatments to be carried out by the Tenant to
the reasonable satisfaction of the Landlord and in the twelve months
prior to the Termination of the Term in materials of a type standard
and quality approved by the Landlord such approval not to be
unreasonably withheld or delayed.
(b) as and whenever necessary and in any event in every fifth year of
the Term and also in the twelve months prior to the Termination of
the term to have prepared and painted or otherwise decorated or
treated (as the case may be) all surfaces and other portions of the
fabric and finishes of the exterior of the Demised Premises usually
painted or decorated with two coats at least of good quality paint
or good quality polisher other suitable material of good quality in
a good and workmanlike manner and so often as may be necessary to
have professionally treated in accordance with the approved manner
(for preserving and protecting the same) the exterior of the Demised
Premises requiring such treatment for preservation and protection
all such painting and decoration or other treatments to be carried
out by the Tenant to the reasonable satisfaction of the Landlord
(and in the twelve months prior to the Termination Date in materials
of a type standard and quality approved by the Landlord) such
approval not to be unreasonably withheld or delayed.
(c) to carry out all such painting decoration or the treatment as
aforesaid during the twelve months prior to the Termination of the
Term in colors and tints as the Landlord may reasonably require
(d) to replace all glass in the Demised Premises (including roof lights
(if any) as and when the same is broken or damaged with glass of the
same color tint and specification and in conformity to the glass
fitted in the remainder of the Demised Premises.
(5) At the Termination of the Term to yield up to the Landlord the Demised
Premises decorated repaired cleaned and kept in accordance with the
Tenant's covenants in this Lease contained together with all additions and
improvements thereto and all fixtures (other than tenant's or trade
fixtures) in or upon the Demised Premises or which during the said Term
may be fitted or fastened to or upon the Demised Premises and in
accordance also with the covenants and conditions contained or imposed in
or by virtue of any license granted by the Landlord hereunder and prior to
the Termination of the Term:
(a) in case any of the Landlord's fixtures and fittings shall be missing
broken damaged or destroyed without delay to replace them with
others of a similar character
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(b) in the event of any alterations having been made to the Demised
Premises by the Tenant during the Term to reinstate the Demised
Premises (if the Landlord shall so require but not otherwise) to the
condition in which the same were prior to the making of such
alterations and in any event to remove any molding, sign writing, or
painting of the name or business of the Tenant and other persons
from the Demised Premises and
(c) make good any damage caused to the Demised Premises by such removal
or the removal of the Tenant's fixtures fittings furniture and
effects PROVIDED THAT in this paragraph damage (over and above any
excess on such policy from time to time) by any of the Insured Risks
is excepted unless any policy of insurance has been vitiated or
payment of any of the policy monies withheld or refused due to any
act neglect or default of the Tenant or any sub-tenant or their
respective servants agents licensees or invitees.
(6) To permit the Landlord or its agents at any reasonable time in the day
time and by prior appointment (except in case of emergency) to enter into
and upon the Demised Premises
(a) to examine the same to ensure that nothing has been done therein or
omitted which constitutes or may in the opinion of the Landlord tend
to constitute a breach or non-performance of any of the covenants
contained in this Lease
(b) to take schedules or inventories of the fixtures and things to be
yielded up at the Termination of the Term
(c) to exercise any rights excepted and reserved to the Landlord by this
Lease.
(7) As soon as reasonably practicable (and in the case of emergency without
delay) to remedy repair and make good all breaches and defects of which
notice shall e given by the Landlord to the Tenant and which the Tenant
shall be liable to remedy repair or make good under the covenants
contained in these Presents.
PROVIDED that if the Tenant fails to remedy repair and make good all breaches
and defects within three months of the notice by the Landlord or such other time
as may be reasonable the Landlord may (but shall not be obliged to) enter the
Demised Premises and at the expense of the Tenant fulfill the Tenant's
obligations under sub-paragraphs (3) (4) and (5) of this Second Schedule and the
Tenant will pay the reasonable costs and expenses properly incurred by the
Landlord to the Landlord on demand
(8) (a) Not to do or bring in or upon the Demised Premises anything which
may throw on the Demised Premises any weight or strain in excess of
that which such premises are calculated to bear with due margin for
safety and in particular nor to overload the floors nor suspend any
excessive weight from the ceilings or walls stanchions or the
structure of the Demised Premises
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(b) Not to overload the electrical installation or any other service in
or to the Demised Premises
(9) (a) At all times during the Term to comply with all requirements and
recommendations from time to time of the appropriate authority in
relation to fire precautions affecting the Demised Premises
(b) If reasonably required by the Landlord for the purposes of safety or
to comply with the requirements of the insurers of the Estate to pay
to the Landlord within 14 days of written demand the cost of
providing and installing such fire escape prevention and
extinguishment equipment and devices for use in the Demised Premises
or at the Landlord's option to install the same at the Landlord's
direction and at the Tenant's expense.
(c) Not to bring into the Demised Premises or to any part of the Estate
any article or substance nor to carry on or suffer upon the Demised
Premises any activity in any manner nor to do or omit any act matter
or thing whatsoever the carrying on bringing doing or omission of
any of which would make void or voidable any policy of insurance
issued subject to usual conditions in respect of the Demised
Premises or in respect of the Landlord's fixtures and fittings
therein or in respect of any other part of the Estate or any
adjoining or contiguous property belonging to the Landlord or would
cause the premiums payable in respect of any insurance effected in
relation to the Demised Premises or the Estate or any part thereof
or any adjoining or contiguous premises to be increased beyond the
then existing rate.
(d) Without prejudice to the rights of the Landlord in respect of any
breach of the foregoing sub-clause the Tenant shall reimburse the
Landlord for any increased premium or premiums payable by the
Landlord in respect of the Demised Premises the Estate or any part
thereof or any adjoining or contiguous premises as a result of a
breach of the covenant contained in the foregoing sub-clause.
(e) In the event of the Demised Premises or any part thereof being
damaged or destroyed by any of the Insured Risks to give immediate
notice to the Landlord as soon as the same shall come to the
attention of the Tenant stating (if possible) whether and to what
extent such destruction or damage was brought about directly or
indirectly by any of the Insured Risks.
(f) In the event of the Demised Premises or any part thereof or any
other part of the Estate being damaged or destroyed by any of the
Insured Risks and the insurance money under any insurance against
the same effected thereon by the Landlord being wholly or partly
irrecoverable by reason solely or in part or any act or default of
the Tenant or the Tenant's servants agents or licensees 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 amount
irrecoverable.
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(10) (a) Not to use or permit the use of the hand and washing up basins
lavatories water closets and incinerators included in the Demised
Premises for any purpose which may cause a stoppage in the waste
water pipes soil pipes incinerators and incinerator flues
(b) Not to allow to pass into the sewers drains or watercourses serving
the Demised Premises any noxious or deleterious effluent or other
substance whatsoever which may injure the said sewers drains or
watercourse and in the event of any such obstruction or injury
forthwith upon become aware of the same to notify the Landlord
thereof.
(c) Not to allow to accumulate any trade empties or any rubbish upon
external parts of the Demised Premises and not to hand or expose or
allow to be hung or exposed from the windows of the Demised Premises
any thing for any purpose.
(11) (a) Not at any time during the Term without the prior written consent of
the Landlord such consent not to be unreasonably withheld or delayed
to instal or make any alteration or addition to the Service Media
(whether demised or otherwise) or any Landlord's fixtures and
fittings (including the heating and sprinkler systems) (if any) or
interfere with the same.
(b) Not to erect any television or radio aerials satellite dishes or
other transmitting or receiving equipment on the exterior of any
part of the Demised Premises or on any part of the Estate without
the prior written consent of the Landlord such consent not to be
unreasonably withheld or delayed.
(c) Not to do or permit or suffer to be done on the Demised Premises any
waste spoil of destruction.
(d) Not to make or permit any alteration or additions whatsoever in the
Demised Premises or any part thereof either internally or externally
PROVIDED THAT non structural alterations or additions to the
internal layout or design of the Demised Premises may be carried out
without the Landlord's consent.
(12) (a) Not to use the demised Premises otherwise than for a trade or
business falling within Class B1 of the Town and Country Planning
(Use Classes) Order 1987 PROVIDED ALWAYS that up to fifty per cent
of the Relevant Area of the Demised Premises may be used for
purposes falling within Class B8 of the Town and Country Planning
(Use Classes) Order 1987.
(b) Not to use the demised Premises for any purpose connected with the
breakage or repair of motor vehicles.
(c) Not to erect or set up in or upon any part of the Demised Premises
any engine or machinery which involves undue noise or vibration
emanating from the Demised Premises without the previous consent of
the Landlord such consent
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not to be unreasonably withheld or delayed provided that consent may
be reasonably withheld in the interest of good estate management.
(d) Not at any time to use the Demised Premises or any part thereof for
any public meeting entertainment exhibition or show or spectacle of
any kind or for any dangerous noisy noxious or offensive trade
business manufacture or occupation whatsoever or for residential
purposes or for any illegal or immoral act or purpose or as a club
nor to play or use thereon any musical instrument gramophone
wireless loud speaker or similar apparatus so as to be audible
outside the Demised Premises nor to hold any auction on the demised
Premises nor to use the Demised Premises as a sleeping place for any
person and not to keep any animal of any kind therein and not to use
the Demised Premises or any part thereof for the purpose of any
betting transactions within the meaning of the Betting Gaming and
Xxxxxxxxx Xxx 0000 or for gaming within the meaning of the Gaming
Xxx 0000 and not to make any application for a Betting Office
License or a License or Registration under the Gaming Xxx 0000 in
respect of the Demised Premises or any part thereof and not to use
the Demised Premises for any purpose involving the sale manufacture
repair cleaning or processing of any car or other motor vehicle.
(13) That no figure letter pole flag signboard advertisement inscription xxxx
placard or sign whatsoever shall be attached to or exhibited on the
Demised Premises or the windows thereof so as to be seen from the exterior
without the previous consent in writing of the Landlord which shall not be
unreasonably withheld or delayed in respect of a sign on the door and
frontage of the Demised Premises and on the Landlord's Estate signboard
stating the name of the Tenant and its business or profession (such sign
to be removed and any damage caused thereby to be made good by the Tenant
at the Termination of the Term).
(14) (a) Not to assign sublet or part with or share the possession or
occupation of the whole or any part of the Demised Premises nor
permit any of the foregoing PROVIDED HOWEVER that with the prior
written consent of the Landlord such consent not to be unreasonably
withheld or delayed the Tenant may assign or sublet the whole or the
Demised Premises or underlet a Permitted Part subject to the Tenant
obtaining if the Landlord shall so reasonably require an acceptable
guarantor for any company other than a public company quoted on a
recognized stock exchange in the United Kingdom (or any other
assignee if the Landlord shall in such case so reasonably require)
and a direct covenant by an assignee with the Landlord to observe
and perform the covenants and conditions of this Lease.
(b) (i) Not to underlet the whole of the Demised Premises at a
fine or a premium nor at a rent less than the open market rack
rent of the Demised Premises at the time of such underlease
(or the due proportion thereof in the case of an underletting
of a Permitted Part)
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15
(ii) Upon the Landlord consenting to an underletting of the whole
or a Permitted Part of the Demised Premises to procure that
the underlease shall contain:
(A) an unqualified covenant on the part of the underlessee
with the Landlord that the underlessee will not assign
or charge any part or parts of the Demised Premises or
the Permitted Part as the case may be (as distinct from
the whole) and will not underlet or (save by way of an
assignment of the whole) part with or share possession
of or permit any person or company to occupy the whole
or any part of the premises thereby demised
(B) a covenant on the part of the underlessee with the
Landlord that the underlessee will not assign the whole
of the Demised Premises or the Permitted Part as the
case may be without the previous consent in writing of
the Landlord such consent not to be unreasonably
withheld or delayed
(C) provision for review of the rent reserved by the
underlease corresponding as to terms with the provisions
set out and at intervals no less frequent than those
provided for in the Fifth Schedule hereto
(D) a condition for a re-entry on breach of any covenant on
the part of the underlessee
(E) in the case of an underletting of a Permitted Part only
an agreement between the Tenant and the Undertenant
excluding in the provisions of S.24-28 inclusive of the
Landlord and Xxxxxx Xxx 0000 duly authorized by an
appropriate order of the Court
(F) a covenant on the part of the underlessee to observe and
perform the covenants on the part of the Tenant
contained in this Lease other than as to the payment of
rent (to the extent that the same may be appropriate in
the case of an underletting of a Permitted Part)
(iii) To procure in any underletting of the Demised Premises
that the rent under such underletting is reviewed in
accordance with the terms of such review
(c) Upon every application for consent required by this sub-clause to
disclose to the Landlord such information as to the terms of the
proposed assignment or sub-letting as the Landlord shall reasonably
require
(d) Notwithstanding anything in this sub-paragraph (14) contained the
Tenant (if a limited liability company incorporated under the
Companies Acts for the time
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16
being in force) shall be entitled to share possession or occupation
of the Demised Premises or any part thereof with any other member or
members of the group (as defined in Section 42 of the Landlord and
Tenant Act 1954) of companies of which the Tenant is itself a member
Provided That a relationship of Landlord and Tenant is not created
between the Tenant and any such member
(e) Within one months after the execution of any assignment (or any
charge or underlease or the assignment of an underlease or the grant
of any sub-underlease out of an underlease notwithstanding the
foregoing prohibition) or any transmission by reason of a death or
otherwise affecting the Demised Premises to product to and leave
with the Solicitors for the time being of the Landlord a certified
copy of the deed instrument or other document evidencing or
affecting such transmission and on each occasion to pay to the
Landlord's Solicitors' reasonable registration fee plus Value Added
Tax thereon.
(15) In relation to the Planning Acts
(a) At all times during the said term to comply in all respects with the
provisions and requirements of the Planning Acts and all licenses
consents permissions and conditions (if any) granted or to be
granted or imposed thereunder or under any enactment repealed
thereby so far as the same respectively relate to or affect the
Demised Premises or any part thereof or any operations works acts or
things already or hereafter to be carried out executed done or
omitted thereon or the use thereof for any purpose
(b) So often as occasion shall require at the expense in all respects of
the Tenant to obtain all such licenses consents and permissions as
may be required for the carrying out by the Tenant or any operations
on the Demised Premises or the institution or continuance by the
Tenant therein of any use thereof which may constitute development
within the meaning of the Planning Acts
(c) To pay and satisfy any charge that may hereafter be imposed under
the Planning Acts in respect of the carrying out or maintenance by
the Tenant of any such operations or the institution or continuance
by the Tenant or any such use as aforesaid
(d) Not to make any planning application to the Local Planning Authority
in respect of the Demised Premises or any part thereof without the
prior written consent of the Landlord such consent not to be
unreasonably withheld or delayed
(e) Notwithstanding any consent which may be granted by the Landlord
under this Lease not to carry out or make any alteration or addition
to the Demised Premises or any change of use thereof (being an
alteration or addition or change of use which is prohibited by or
for which the consent of the Landlord is required to be obtained
under this Lease and for which a planning
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17
permission needs to be obtained) before all necessary planning
permissions therefor have been produced to the Landlord and
acknowledged by it in writing as satisfactory (such acknowledgment
not to be unreasonably withheld or delayed) to it but so that the
Landlord may refuse so to express its satisfaction with any such
planning permission on the ground that the period thereof or
anything contained therein or omitted therefrom in the reasonable
opinion of the Landlord or its Surveyor would be or be likely to be
prejudicial to its interest in the Demised Premises or the Estate
whether during the Term or following the Termination of the Term
(f) Unless the Landlord shall otherwise direct to carry out before the
Termination of the Term any works stipulated to be carried out to
the Demised Premises by a date subsequent to the Termination of the
Term as a condition of any planning permission which may have been
granted to and implemented by the Tenant during the Term
(g) If and when called upon so to do to produce to the Landlord or the
Landlord's Surveyor all such plans documents and other evidence as
the Landlord may reasonably require in order to satisfy itself that
the provisions of this covenant have been complied within all
material respects
(h) Nothing herein shall render the Landlord or Tenant liable in respect
of any of the covenants conditions and provisions contained in the
preceding sub-paragraphs of this paragraph if and so far only as
the performance or observance of such covenants conditions and
provisions or any one or more of them shall hereafter become a
contravention of or otherwise impossible or illegal under or by
virtue of the Planning Acts but subject as aforesaid the Term and
the rents payable to the Landlord in respect thereof shall not
determine by reason only of any changes modifications or
restrictions of user of the Demised Premises or obligations or
requirements (if any) hereafter to be made or imposed under or by
virtue of the Planning Acts
(16) To the satisfaction of the Landlord and within the time limited by law or
by any notice requiring the same to be done or if there is no such time
limit within a reasonable time to do and execute all such works and comply
with all such requirements as under or by virtue of any Act of Parliament
already or hereafter to be passed and ever order regulation and by-law
made under or in pursuance thereof or by any local or other authority have
been or shall be directed to be done, executed or complied with in respect
of the Demised Premises or the user thereof or the person or persons or
any fixture machinery plant or chattel for the time being therein whether
by the owner or occupier thereof and to indemnify the Landlord at all
times against all costs charges and expenses of or incidental to the
execution of any works or the provisions and maintenance of any
arrangements so directed or required as aforesaid and not at any time
during the Term to do or omit in 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 damages compensation
costs charges or expenses
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18
(17) Within seven days of the receipt of notice of the same to give full
particulars to the Landlord of any permission notice order or proposal for
a notice or order relevant to the use or condition of or otherwise
concerning the Demised Premises made given or issued to the Tenant by any
Government Department Local or Public Authority under or by virtue of any
statutory powers and if so reasonably required by the Landlord to produce
such permission notice order or proposal for a notice or order to the
Landlord AND ALSO as soon as reasonably practicable to take all reasonable
or necessary steps to comply with any such notice or order AND ALSO at the
request of the Landlord to make or join with the Landlord in making such
objections or representations against or in respect of any such notice
order or proposal as aforesaid as the Landlord shall deem expedient
(18) Not to stop up or obstruct any windows or light belonging to the Demised
Premises nor permit any new window light opening doorway path drain or
encroachment or easement to be made into, against or upon the Demised
Premises and to give immediate notice to the Landlord of any such window,
light, opening, doorway, path, drain or encroachment or easement which
shall be made or attempted and shall come to the notice of the Tenant and
at the request and cost of the Landlord adopt such means as may be
reasonably required for preventing any such encroachment of the
acquisition of any such easement
(19) To pay or procure the payment to the Landlord of the due and proper
portion (if any) of any compensation paid to the Tenant or payable
consequent upon any notice served on or application refused by any
governmental or local authority in respect of the Demised Premises or the
user thereof
(20) Without prejudice to the Tenant's liability hereunder to notify the
Landlord forthwith upon becoming aware of any defect in the repair or
condition of the Demised Premise (whether or not the liability of the
Tenant hereunder) or in the Estate of which the Tenant is aware and which
is or may affect the repair and condition of the Demised Premises
(21) To pay and make good to the Landlord all damages, demands, losses, costs,
claims and expenses (including professional fees properly incurred by the
Landlord) in connection with all and every loss and damage whatsoever
incurred or sustained by the Landlord as a consequence of every breach,
non-performance or non-observance of the covenants by the Tenant herein
contained or implied and the conditions herein contained and on the part
of the Tenant to be complied with and to indemnify the Landlord from and
against all actions, claims, liabilities, costs and expenses thereby
arising PROVIDED that such indemnity shall be deemed (a) to extend to and
cover all reasonable costs and expenses properly incurred by the Landlord
in connection with any steps which the Landlord may take to remedy any
breach of covenant by the Tenant herein contained or failure of the Tenant
to observe and perform any covenant, condition or obligation on the part
of the Tenant herein contained or implied and (b) to be without prejudice
to any rights or remedies of the landlord hereunder in respect of any and
every such breach, non-performance or non-observance
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19
(22) To permit the Landlord if he so desires to affix and retain without
interference upon any suitable parts of the Demised Premises in a
conspicuous place (but not so as to interfere materially with the access
of light and air to the Demised Premises) during the last six months of
the Term notices for reletting the same and during such period to permit
all persons with written authority from the Landlord or the Landlord's
agents at reasonable times of the day on prior appointment to view the
Demised Premises
(23) To pay on demand:-
(a) All reasonable legal costs and surveyors' fees properly incurred by
the Landlord attendant upon or incidental to every application made
by the Tenant for a consent or license herein required or made
necessary whether the same be granted or refused on reasonable
grounds or proffered subject to any lawful qualification or
condition or whether the application be withdrawn
(b) All reasonable expenses including solicitors' costs and surveyors'
fees properly incurred by the Landlord incidental to the preparation
and service of a notice under Section 146 of the Law of Property Xxx
0000 or incurred in or in contemplation of proceedings under Section
146 and 147 of that Act or incurred in consequence of any breach of
the Tenants obligations hereunder notwithstanding that in any such
case forfeiture is avoided otherwise than by relief granted by the
Court
(c) All reasonable expenses including solicitors' costs and surveyors'
fees properly incurred by the Landlord of and incidental to the
service of all notices and Scheduled relating to wants of repair to
the Demised Premises and whether served during or after the
Termination of the Term (but relating in all cases to such wants of
repair that accrued not later than the Termination of the Term)
(d) To the Landlord or (as the case may be) to its Solicitors Surveyors
or other agents or other persons to whom any payment is due under
the covenants, agreements and provisions herein contained or implied
which is a payment whereon Valued Added Tax is chargeable the amount
of Value Added Tax in respect of the payment at the rate applicable
to that payment but only on an indemnity basis and to the extent
that the Landlord or its agent is unable to deduct or recover the
same in its Value Added Tax accounting
(24) To observe and perform the covenants and stipulations referred to in the
Property and charges Registers of the Landlord's title at the date of this
Lease save those entries relating to moneys lent (if and so far as the
same are subsisting and capable of being enforced and relate to the
Demised Premises) and to indemnify the Landlord against all actions
proceedings, costs, claims and demands in respect thereof
(25) To observe and keep the Regulations set out in the Eighth Schedule hereto
with such reasonable alterations and additions thereto as may from time to
time be made by the
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20
Landlord for the purposes of good estate management and for the mutual
benefit of the tenants and occupiers of the Estate
(26) Upon any lawful assignment of this Lease to transfer all shares held by
the Tenant in the Service Company to the assignee
THE THIRD SCHEDULE above referred to
Covenants by the Landlord given pursuant
to and incorporated in this Lease
by Clause 4 of this Lease
(1) Upon the completion of the sale or the grant of a Lease as the case may be
of the last of the Units comprised within the Estate to transfer to the
Service Company, the Common Parts unencumbered in consideration of One
Pound ((pound)1) and to retain ownership of the Common Parts until such
Transfer
(2) So long as the Landlord has not transferred the Common Parts to the
Service Company to keep the same in good repair and condition and to
maintain the Service Media other than that which is publicly maintained or
demised to any tenant or occupier on the Estate and to keep in good repair
and neat and tidy condition the Landscaped Areas and to carry out the
Services PROVIDED ALWAYS THAT the liability of the Landlord under the
covenant contained in this Sub-clause shall altogether cease after the
Common Parts have been transferred to the Service Company without
prejudice to any claim on the part of the Tenant arising from any
antecedent breach by the Landlord of its obligations under this sub-clause
(3) The Tenant paying rents and performing and observing the several covenants
and stipulations on the part of the Tenant herein contained shall and may
peaceably and quietly hold and enjoy the Demised Premises during the Term
without any lawful interruption or disturbance from or by the Landlord or
any person lawfully or equitably claiming under or in trust for him or by
title paramount
(4) In the case of damage or destruction of the Demised Premises or any part
thereof by the occurrence of any of the Insured Risks then unless such
insurance has been vitiated or made void or voidable or forfeited by
reason of any act, default or omission of the Tenant or its servants,
agents, licensees or invitees the Landlord shall subject to the
requirements of all competent authorities completely rebuild or reinstate
the same as soon as reasonably practical Provided that the Landlord shall
be excused from rebuilding or reinstating the Demised Premises if the
competent authorities decline to give or grant the necessary permission or
permit or authority therefor (PROVIDED ALWAYS that the Landlord shall use
its best endeavors to expeditiously obtain all necessary permissions,
permits and authorities) within two years of the date of the damage or
destruction and Provided Further that if at the expiration of such period
of two years such permission, permit or authority has not been given as
aforesaid the Landlord or the Tenant may at any time thereafter and before
such permission permit or authority is given by notice in writing to the
other forthwith determine this Lease which shall thereupon cease and
determine but without
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21
prejudice to any right or remedy of the Landlord or the Tenant against the
other in respect of any antecedent breach and all insurance monies shall
belong to and be paid to the Landlord absolutely
(5) To insure in the name of the Landlord the Demised Premises in a sum equal
to the full replacement cost thereof against the occurrence of any of the
Insured Risks to the extent that such cover is for the time being
available for buildings of the type of the Demised Premises and to pay and
discharge all premiums due and payable thereon and in the event of damage
or destruction to the Demised Premises or any part thereof due to the
Insured Risks (or any of them) to make up any shortfall in the insurance
monies received as may be necessary to comply with its obligations in
paragraph 4 above from its own resources
(6) To procure that all other Leases of Units on the Estate are in
substantially the same form as this lease and to enforce and procure the
remedying of any breaches of covenant thereof at the request of the Tenant
at the sole cost and expense of the Tenant
(7) To pay and make good to the Tenant all damages, demands, losses, costs,
claims and expenses (including professional fees properly incurred by the
Tenant) in connection with all and every loss and damage whatsoever
incurred or sustained by the Tenant as a consequence of every breach,
non-performance or non-observance of the covenants by the Landlord herein
contained or implied and the conditions herein contained and on the part
of the Landlord to be complied with and to indemnify the Tenant from and
against all actions, claims, liabilities, costs and expenses thereby
arising PROVIDED that such indemnity shall be deemed (a) to extend to and
cover all reasonable costs and expenses properly incurred by the Tenant in
connection with any steps which the Tenant may take to remedy any breach
of covenant by the Landlord herein contained or failure of the Landlord to
observe and perform any covenant condition or obligation on the part of
the Landlord herein contained or implied and (b) to be without prejudice
to any rights or remedies of the Tenant hereunder in respect of any and
every such breach, non-performance or non-observance
(8) To remedy or procure the remedying of all defects, directly or indirectly,
attributable to the defective or faulty design or construction of the
Demised Premises or the use of inadequate, defective or faulty materials
or building practices in connection therewith howsoever and whensoever
arising in, on or under the Demised Premises and to indemnify the Tenant
against all damages, costs, expenses and fees incurred as a result of any
such defects
(9) To procure that the owner, tenant or occupier of any building adjoining
the Demised Premises contributes a due and fair proportion of the costs of
repairing, maintaining, renewing and rebuilding the Party Structures and
to make such contribution in the event that any such adjoining building is
in the ownership of the Landlord
(10) To enforce or procure the enforcement of the covenant set out in clause 3
(and the Fourth Schedule) of a transfer of the Estate dated 24th March
1988 made between
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Xxxxxxxx Xxxxxxxx Xxxx Limited (1) S.T. Xxxxxx (London) Limited (2) Tarmac
Properties Limited (3) and Bride Hall Developments Limited (4) at the
request and for the benefit of the Tenant and to indemnify the Tenant in
respect of all losses, damages, claims, proceedings, expenses and costs
arising out of any breach or non-performance by the Landlord at any time
of the covenants set out at clauses 4(f)(i) and (iii) of the said Transfer
THE FOURTH SCHEDULE hereinbefore referred to
Covenants by the Service Company
(1) To take a transfer of the Common Parts in consideration of the payment by
the Service Company of One Pound ((pound)1)
(2) From and after the transfer to the Service Company of the Common Parts
(but subject to the payment by the Tenant of the Service Charge)
(a) to pay all rates, taxes, charges, duties, burdens, assessments,
dues, outgoings and impositions whatsoever which shall be charged,
rated, assessed or imposed upon or in respect of the Common Parts
(b) so long as the Roadways are not maintainable at public expense to
effect and maintain such insurance policy or policies as may be
necessary to provide for cover against loss or damage to the
Roadways or any part or parts thereof by any perils normally covered
to the full cost of replacement plus adequate sums for professional
fees and against third party and public liability
(c) to effect and maintain such insurance policy or policies as may be
necessary to provide for cover against loss or damage to the
Pathways, the Parking Spaces and the Landscaped Areas or any part or
parts thereof by any perils normally covered to the full cost of
replacement plus adequate sums for professional fees and against
third party and public liability
(d) to keep the Roadways, the Pathways and the Parking Spaces in good
repair and condition so long as they shall not be maintainable at
public expense
(e) to keep in good repair and condition the Service Media which is not
publicly maintained or demised to any tenant or occupier on the
Estate
(f) to keep in good repair and neat and tidy condition the Landscaped
Areas
(3) Upon any lawful assignment of this Lease to enter into a deed of covenant
with the assignee in the form of Clause 5 (and this Fourth Schedule) at
the cost and expense of the Tenant
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23
THE FIFTH SCHEDULE above referred to
Provisions as to Review of Rent
(1) In this Schedule, the following expressions shall have the meanings
attributed to them as follows:-
"Review Date" means the 8th day of April, 1996, 2001, 2006 and 2011 but shall
also be construed subject to the provisions of Paragraph 5 of this Schedule and
the expression "Relevant Review Date" shall be construed accordingly
"Open Market Rent" means the yearly rent at which the Demised Premises might be
expected to be let as a whole at the Relevant Review Date
(a) for a term equal to the residue of the Term unexpired on the
Relevant Review Date or fifteen years whichever shall be the longer
as between a willing lessor and a willing lessee with vacant
possession without payment of any fine or premium and having regard
to the same terms provisions and conditions including the provisions
for the review of rent set out in this Fifth Schedule but excluding
the amount of rent payable as at the Relevant Review Date
(b) upon the suppositions (if not facts):-
(i) that all parts of the Demised Premises are then ready fit and
available for immediate use and occupation and could be
immediately occupied whether by any willing lessee or
underlessee and that the Tenant has complied with all its
obligations imposed by these presents (but without prejudice
to any rights or remedies of either party in regard thereto);
and
(ii) that if the Demised Premises or any part thereof or the means
of access thereto or any Services Media enjoyed therewith
shall have been destroyed or damaged or fallen into disrepair
or restricted the same had before the Relevant Review Date
been fully repaired and reinstated and are fully available to
the Tenant; and
(iii) that no works have been carried out to the Demised Premises by
or on behalf of the Tenant or any undertenant or permitted
occupier or their respective predecessors in title at any time
which have diminished the rental value of the Demised Premises
including without prejudice to the foregoing any diminution in
floor area arising out of any underletting or permitted
occupation
(iv) all part of the Demised Premises comply with all relevant
statutes and the user permitted by this Lease is lawful
(c) but disregarding and taking no account of any effect on rent of:-
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24
(i) any goodwill attributable to the Demised Premises by reason of
any trade or business carried on therein by the Tenant or any
permitted undertenant or other lawful occupier; and
(ii) any effect on rent of the fact that the Tenant or any
permitted undertenant or other lawful occupier may have been
in occupation of the Demised Premises; and
(iii) any effect on rent of the fact that the Tenant or any
permitted undertenant or other lawful occupier has carried out
any works to the Demised Premises (to which the Landlord shall
have given written consent if such consent is required
pursuant to the terms hereunder) excluding all work carried
out pursuant to an obligation to the Landlord or under
statute; and
(iv) any Statutory Rent Restrictions (as hereinafter defined)
(d) Provided always that the Open Market Rent shall be ascertained
without making any discount reduction or allowance to reflect (or
compensate the Tenant for the absence of) any rent free period or
concessionary rent free period or contribution to fitting out works
or other inducement which it might then be the practice in open
market lettings for the Landlord to make so that such Open Market
Rent shall be that which would be payable after the expiry of and
without regard to any such rent free or concessionary rent period
and after and without regard to the receipt of any such contribution
or other inducement
"Surveyor" means an independent Chartered Surveyor (being conversant and
experienced in the valuation and letting of premises within the area) appointed
from time to time to determine the Open Market Rent pursuant to the provisions
of this Schedule
"Statutory Rent Restrictions" means the restrictions imposed by any statute for
the control of rent in force on a Review Date or on the date on which any
increased rent is ascertained in accordance with this Schedule and any
regulations or orders made thereunder which operate to impose any limitation
whether in time or amount on the collection of an increase in the First Reserve
Rent or any part thereof
(2) From and after each Review Date, the First Reserved Rent shall be
whichever is the higher of:-
(i) the First Reserved Rent which was operative immediately before the
Relevant Review Date or
(ii) the First Reserved Rent which but for the Statutory Rent Restrictions
would have been operative immediately before the Relevant Review Date or
(iii) the Open Market Rent
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25
(3) Surveyor's decision
(a) The Surveyor shall be agreed upon by the parties hereto or in the
event of failure so to agree to be nominated by the President (or if
he is unable to act the Vice-President) for the time being of The
Royal Institution of Chartered Surveyors and who shall act and be
deemed to act as an expert or as an arbitrator as the Landlord shall
reasonably decide and who shall be required to agree to:-
(i) afford the Landlord and the Tenant an opportunity to make
written representations to him;
(ii) afford the Landlord and the Tenant an opportunity to comment
on any written representations received by him;
(b) If the Landlord and the Tenant shall not have agreed on the amount
of the Open Market Rent as aforesaid by the Relevant Review Date
then at the election of either party made at any time thereafter the
amount aforesaid shall be determined by the Surveyor and the
determination of the Surveyor shall be binding on both the Landlord
and the Tenant Provided always that if the Surveyor dies or is for
any other reason unable to act before he shall give his
determination the amount aforesaid shall be determined by another
Surveyor ("the further Surveyor") and the provisions of this
sub-clause (3) shall continue to apply mutatis mutandis to the
further Surveyor until the amount aforesaid is determined;
(c) The fees payable to the President or the Vice-President of The Royal
Institution of Chartered Surveyors and to the Surveyor shall be
borne and paid by the Landlord and the Tenant in such shares and in
such manner as the Surveyor shall decided and failing such decision
and subject thereto in equal shares;
(4) If the Open Market Rent has not been ascertained (by agreement or
determination) by any Relevant Review Date in accordance with the
provisions hereof the Tenant shall pay to the Landlord
(a) for any interval between such Relevant Review Date and the Quarter
Day immediately following the date when the Open Market Rent has
been ascertained as aforesaid rent at the yearly rate payable for
the period immediately preceding such Relevant Review Date and
(b) upon the amount of the First Reserved Rent actually payable from
such Relevant Review Date (having been ascertained in accordance
with this Fifth Schedule) the difference (if any) between the First
Reserved Rent payable immediately before the Relevant Review Date
and the new First Reserved Rent as determined in accordance with
this Lease for the period commencing on the Relevant Review Date and
ending on the Quarter Day immediately following
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26
such ascertainment shall be paid by the Tenant to the Landlord
together with interest thereon at four per cent below the Prescribed
Rate from the Relevant Review Date to the date of payment
(5) Statutory restrictions
If at any Relevant Review Date the Landlord shall be obliged legally or
otherwise to comply with any Act of Parliament dealing with the control of
rent and which shall restrict or modify the Landlord's right to revise the
First Reserved Rent in accordance with the terms of these presents or
which shall restrict the right of the Landlord to demand or accept payment
of the full amount of the First Reserved Rent for the time being payable
under these presents then the Landlord shall on each occasion that any
such enactment is removed relaxed or modified be entitled on giving not
less than three months' notice in writing to the Tenant expiring after the
date of each such removal, relaxation or modification to introduce an
intermediate review date (hereinafter called "the Intermediate Review
Date") which shall be the date of expiration of such notice and the rent
payable hereunder from an Intermediate Review Date (whichever shall first
occur) shall be determined in like manner as the rent payable from each
Relevant Date of Review as hereinbefore provided.
(6) Memorandum
As soon as the amount of First Reserved Rent payable after a Relevant
Review Date has been agreed or determined in accordance with the terms
hereof (and if required by the Landlord so to do) the parties hereto
(including any guarantor) will at their own expense forthwith sign a
memorandum thereof endorsed on the Lease and the Counterpart thereof
specifying the yearly amount of the said reviewed rent and all stamp
duties (if any) payable in respect thereof shall be borne and paid by the
Tenant
THE SIXTH SCHEDULE above referred to
Provisos Agreements and Declarations given pursuant
to and incorporated in this Lease by Clause 6
of this Lease
(1) This Lease is made on the express condition that if and whenever the rents
hereby reserved or made payable or any part thereof shall be in arrear and
unpaid for twenty-one days next after the same shall become due (whether
legally demanded or not) or if and whenever there shall be a breach or
non-performance or non-observance of any of the covenants or agreements on
the part of the Tenant or conditions herein contained or if the Tenant
being a company shall go into liquidation (other than a voluntary
liquidation for the purpose or amalgamation or reconstruction) or have a
winding-up order made against it or shall enter into a composition with
its creditors or have a receiving order made against it or being an
individual be adjudicated as bankrupt or if the Tenant shall suffer any
distress or execution to be levied on the Demised Premises or the contents
thereof or shall take the benefit of any Act for the relief of debtors
then and in any such case the Landlord or its agents may forthwith (or at
any time thereafter) notwithstanding the waiver or implied waiver of any
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previous right of re-entry arising under this Lease at the expiry of 7
days' notice of the alleged default re-enter upon the Demised Premises or
any part thereof in the name of the whole whereupon the Term shall
absolutely determine but without prejudice to any rights or remedies which
may have then accrued to the Landlord In respect of arrears of rent or
other subsisting breach or any condition or covenant or agreement on the
part of the Tenant herein contained
(2) If the Tenant shall become subject to the Bankruptcy Laws or (in the case
of a company) a meeting to pass a resolution to go into liquidation
(otherwise than merely for the purpose of amalgamation or reconstruction)
shall be convened or if any process or execution shall be issued against
the Tenant any outstanding rent shall be immediately paid and the Landlord
may distrain for the same and no effects of the Tenant shall thereafter be
removed from the Demised Premises (save in the course of lawful execution)
but the Landlord may detain such effects to enable him to distrain the
same
(3) All notices to be given hereunder shall be in writing and the provisions
as to service of notices contained in Section 196 of the Law of Property
Xxx 0000 as amended by the Recorded Delivery Service Xxx 0000 shall be
deemed to be incorporated herein and apply to the service of all notices
hereby or by statute authorized to be served
(4) In the event of the Demised Premises or the Estate or any part thereof at
any time during the Term being damaged or destroyed by any of the Insured
Risks so as to render the Demised Premises or any part thereof unfit for
occupation and use then (save to the extent that the policy or policies of
insurance for the time being in force shall have been vitiated or the
payment of the policy monies withheld or refused due to any act negligent
or default of the Tenant or the servants, agents, licensees or invitees of
the Tenant) the First Reserved Rent and the sums payable under paragraph 1
of the Seventh Schedule hereto or a fair proportion thereof according to
the nature and extent of the damage sustained shall be suspended until the
earlier of (i) the expiration of three years from the occurrence of such
damage or (ii) the date when the Demised Premises shall again be rendered
fit for use and occupation and any dispute as to the proportion or period
of such suspension shall be referred to a single arbitrator to be agreed
by the parties or failing agreement nominated by the President (or Chief
Officer or Acting Chief Officer) for the time being of the Royal
Institution of Chartered Surveyors in accordance with the Arbitration Acts
1950 and 1979 or any statutory modification or re-enactment thereof for
the time being in force
(5) To the extent permitted by statute the Landlord shall not be responsible
to the Tenant or his servants or visitors (a) for any injury death damage
destruction or financial or consequential loss whether to person, property
or gods due directly or indirectly to the act or default of any other
permitted occupier for the time being of the Estate or (b) arising by
reason of the defective working accidental stoppage leakage or breakage of
any pipes, appliances, apparatus, machinery in or connected with or used
for the purpose of the Estate or any part thereof
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(6) If any rents or other sums payable by the Tenant to the Landlord under
this Lease shall not be paid to the Landlord within fourteen days of the
same being due and having been demanded the Tenant shall pay to the
Landlord with any such sums (but without prejudice to all or any rights or
remedies of the Landlord hereunder) interest thereon at the Prescribed
Rate calculated on a day-to-day basis from the date the same became due
and payable down to the date of payment or reimbursement by the Tenant and
the aggregate amount for the time being so payable shall at the option of
the Landlord be recoverable by action as rent in arrear
(7) That no demand for or acceptance or receipt of any part of the First
Reserved Rent or any payment on account thereof or of any other rents
shall operate as a waiver by the Landlord of any right which the Landlord
may have to forfeit this Lease by reason of any breach of covenant by the
Tenant notwithstanding that the Landlord may know or be deemed to know of
such demand acceptance or receipt and the Tenant shall not in any
proceedings for forfeiture be entitled to rely on any such demand receipt
or acceptance as aforesaid as a defense
(8) Without prejudice to and so that the Landlord shall not derogate from or
restrict in any way the effect of its covenant given in paragraph 6 of the
Third Schedule each of the Tenant's covenants herein contained shall
remain in full force both at law and in equity notwithstanding that the
Landlord shall have waived or released temporarily or permanently
revocably or irrevocably or otherwise howsoever a similar covenant or
similar covenants affecting other premises adjoining or near the Demised
Premises for the time being belonging to the Landlord
(9) Any dispute arising between the Tenant and tenants or occupiers of
adjoining or neighboring property belonging to the Landlord about any
easement right or privilege in favor of or affecting the Demised Premises
or the premises adjoining or near the Demised Premises shall be decided by
an independent Chartered Surveyor appointed by the Landlord (whose
decision shall in the absence of manifest error be binding upon the Tenant
who shall submit to and abide by such decision)
(10) (a) The Tenant may determine this Lease on the expiry of the fifth year
of the Term ("the Determination Date") by giving to the Landlord not
more than eighteen calendar months nor less than twelve calendar
months (time to be of the essence) prior written notice of such
desire whereupon if the Tenant shall have paid all rent up to the
Determination Date (and complied with the requirement to pay the
Determination Sum in accordance with sub- paragraph (c) below) this
Lease shall cease and be void on such date but without prejudice to
the rights and remedies of the Landlord or the Tenant in respect of
any antecedent claim or breach of covenant and without prejudice to
sub-paragraphs (c) and (d) below
(b) In this Clause 10 "the Determination Sum" shall mean the amount
equal to the First Reserved Rent payable during the twelve month
period immediately prior to the Determination Date
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(c) In the event that the Tenant shall serve on the Landlord a notice to
determine the Lease pursuant to sub-paragraph (a) above the Tenant
shall pay to the Landlord the Determination Sum as calculated by the
Landlord on the Determination Date
(d) Should this Lease be determined in accordance with this Clause 10
and the Landlord shall relet the Demised Premises within the period
of twelve months from the Determination Date ("Determination
Period") the Landlord shall return to the Tenant a proportion of the
Determination Sum calculated on the following basis:-
Amount returned = Determination Sum x B
---------------------
365
Where B is the number of days from the date upon which the demised
premises shall be relet (meaning any lease license or other
arrangement permitting occupation or use of the Demised Premises or
any part thereof whether income producing or not) until the
expiration of the Determination Period
(11) Except where any statutory provision prohibits the Tenant's right to
compensation being reduced or excluded by agreement the Tenant shall not
be entitled to claim from the Landlord on quitting the Demised Premises or
any part thereof any compensation of any kind under the Landlord and
Xxxxxx Xxx 0000
THE SEVENTH SCHEDULE above referred to
Covenants by the Tenant given pursuant
to and incorporated in this Lease by
Clause 3 of this Lease
(1) To pay to the Landlord or to the Service Company as the case may be
annually and proportionately for any less period than a year a Service
Charge (hereinafter called "the Service Charge") being such proportion of
the Service Expenditure as bears to the whole thereof the same proportion
as the Relevant Area of the Demised Premises bears to the total Relevant
Area of the Estate Subject to the terms and provisions set out in this
Schedule
(2) The amount of the Service Expenditure shall be ascertained and certified
by the Accountant annually and so soon after the end of the Financial Year
as may be practicable and shall relate to such year
(3) A copy of the Certificate for the Relevant Financial Year shall be
supplied by the Landlord or the Service Company to the Tenant without
charge
(4) The Certificate shall contain a fair summary of the Service Expenditure
and shall specify a sum as the amount of the Service Charge (due credit
being given for any interim payments made by the Tenant) AND the
Certificate shall be conclusive and
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binding on the Landlord the Service Company and the Tenant as regards all
matters of fact contained specified or certified therein save in the case
of manifest error
(5) The expression "Service Expenditure" shall be deemed to include not only
Service Expenditure actually disbursed incurred or made by the Landlord
and the Service Company during the Relevant Financial Year but also such
sum or sums on account of any other items of Service Expenditure whether
of a unique or of a periodically recurring nature and whether recurring by
regular or irregular periods and whenever disbursed incurred or made and
whether before or after the Relevant Financial Year as the Accountant may
in his or her absolute discretion (which discretion shall not be exercised
capriciously) consider it reasonable to include (whether by way of
amortization of costs expenses and outgoings already incurred or by way of
provision for anticipated future costs expenses and outgoings or
otherwise) in the amount of the Service Expenditure for the Relevant
Financial Year
(6) The Tenant shall on each of the Quarter Days falling within each Financial
Year pay to the Landlord or the Service Company payable for such Financial
Year in respect of the Demised Premises such sum (if any) as the Landlord
or the Service Company or its agents shall from time to time specify in
its or their discretion to be a fair and reasonable interim payment the
first such payment being a due proportion of such interim payment in
respect of the period from the date hereof to the Quarter Day next
following to be made within fourteen days of such date
(7) As soon as practicable after the signature of the Certificate the Landlord
or the Service Company shall furnish the same to the Tenant and upon the
furnishing of such Certificate there shall be paid by the Tenant to the
Landlord or the Service Company the Service Charge payable as aforesaid or
any balance thereof shown to be payable or credit shall be given by the
Landlord or the Service Company to the Tenant for any amount which may
have been overpaid by the Tenant by way of interim payment as the case may
require
(8) Provided Always and notwithstanding anything herein contained:
(a) if and insofar as any monies received by the Landlord or the Service
Company during any Financial Year by way of Service Charge are not
actually expended by the Landlord or the Service Company during that
Financial Year on Service Expenditure the Landlord or the Service
Company shall hold those moneys on trust to expend them in
subsequent Financial Years on Service Expenditure and subject
thereto on trust for the Tenants absolutely
(b) during such times as the said costs expenses and outgoings shall
have been incurred in respect of any part only of the Estate or for
part only of a Financial Year then the Service Expenditure shall be
calculated by reference to such notional expenditure for the whole
of the Estate for the whole of the Financial Year as shall be
certified by the Accountant to be fair and proper having regard to
the actual costs expenses and outgoings incurred in providing
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all or any of the services herein described to a part only of the
Estate or for part only of a Financial Year as the case may be
THE EIGHTH SCHEDULE above referred to:
Regulations to be observed by the Tenant
(1) Not to park vehicles on or otherwise obstruct the Roadways or the Landscaped
Areas of the Estate nor to use the same in such a manner as will cause
inconvenience to the owners or occupiers for the time being of the Estate
(2) Not to use or permit to be used any part of the Demised Premises for the
parking of motor vehicles other than the part of the Demised Premises designated
for such purpose on the plan and on the Parking Spaces and not to permit to be
loaded or unloaded any vehicles except within the boundaries of the Demised
Premises and the Forecourt
(EXECUTED as a Deed by affixing
(THE COMMON SEAL of BIOTAGE
(UK LIMITED in the presence
(of:-
(Director /s/ X.X. Xxxxxxx
(Secretary
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