Lease relating to Part of Unit 8 between Quentin King and Clean Power Technologies Limited
Lease
relating
to
Part
of Unit 8
between
Xxxxxxx
Xxxx
and
Clean
Power Technologies Limited
1
Contents
Clause
|
1
|
Interpretation
|
6
|
|
2
|
Grant
|
9
|
|
3
|
Ancillary
rights
|
9
|
|
4
|
Rights
excepted and reserved
|
9
|
|
5
|
Third
party rights
|
11
|
|
6
|
The
Annual Rent
|
11
|
|
7
|
Insurance
|
11
|
|
8
|
Rates
and taxes
|
11
|
|
9
|
Utilities
|
13
|
|
10
|
Common
Items
|
14
|
|
11
|
VAT
|
14
|
|
12
|
Default
interest and interest
|
14
|
|
13
|
Costs
|
15
|
|
14
|
Compensation
on vacating
|
15
|
|
15
|
No
deduction, counterclaim or set-off
|
15
|
|
16
|
Assignments
|
16
|
|
17
|
Underlettings
|
16
|
|
18
|
Sharing
occupation
|
17
|
|
19
|
Charging
|
19
|
|
20
|
Prohibition
of other dealings
|
19
|
|
21
|
Registration
and notification of dealings and occupation
|
19
|
|
22
|
Prohibition
of noting lease on the Landlord's title
|
19
|
|
23
|
Repairs
|
20
|
|
24
|
Decoration
|
20
|
|
25
|
Alterations
|
20
|
|
26
|
Signs,
aerials and masts
|
21
|
|
27
|
Returning
the Property to the Landlord
|
21
|
|
28
|
Use
|
23
|
|
29
|
Compliance
with laws
|
23
|
|
30
|
Encroachments,
obstructions and acquisition of rights
|
24
|
|
31
|
Remedy
breaches
|
24
|
|
32
|
Indemnity
|
25
|
|
33
|
Covenant
for quiet enjoyment of the Landlord
|
26
|
|
34
|
Guarantee
and indemnity
|
26
|
|
35
|
Condition
for re-entry
|
26
|
|
36
|
Liability
|
26
|
|
37
|
Entire
agreement and exclusion of representations
|
27
|
|
38
|
Notices,
consents and approvals
|
28
|
|
39
|
Governing
law and jurisdiction
|
28
|
|
40
|
Contracts
(Rights of Third Parties) Xxx 0000
|
29
|
|
41
|
Landlord
and Tenant (Covenants) Xxx 0000
|
29
|
2
PRESCRIBED
CLAUSES
The
following clauses are prescribed under rule 58A of the Land Registration Rules
2003.
LR1.
Date of lease 29th June
2009
LR2.
Title number(s)
LR2.1
Landlord's title number(s)
ESX231882
LR2.2
Other title numbers
None
LR3.
Parties to this lease
Landlord
Xxxxxxx
Xxxx of Unit 8, E Plan Industrial Estate, Xxx Xxxx, Xxxxxxxx, Xxxx Xxxxxx, XX0
0XX, Xxxxxx Xxxxxxx.
Tenant
Clean
Power Technologies Limited, a company incorporated and registered in England and
Wales with company number 05812360, whose registered office is at Wiston House,
0 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxx Xxxxxx, XX00 0XX.
Other
parties
None.
LR4.
Property
In
the case of a conflict between this clause and the remainder of this lease then,
for the purposes of registration, this clause shall prevail.
See the
definition of " Property " in clause 1.1 of this lease.
LR5.
Prescribed statements etc.
None.
3
LR6.
Term for which the Property is leased
The term
as specified in this lease at clause 1.1 in the definition of
"Contractual Term ".
LR7.
Premium
None.
LR8.
Prohibitions or restrictions on disposing of this lease
This
lease contains a provision that prohibits or restricts
dispositions.
LR9.
Rights of acquisition etc.
LR9.1
Tenant's contractual rights to renew this lease, to acquire the reversion or
another lease of the Property, or to acquire an interest in other
land
None.
LR9.2
Tenant's covenant to (or offer to) surrender this lease
None.
LR9.3
Landlord's contractual rights to acquire this lease
None.
LR10.
Restrictive covenants given in this lease by the Landlord in respect of land
other than the Property
None.
LR11.
Easements
LR11.1
Easements granted by this lease for the benefit of the Property
The
easements as specified in clause 3 of this lease.
LR11.2
Easements granted or reserved by this lease over the Property for the benefit of
other property
The
easements as specified in clause 4 and clause 5.2 of this
lease.
4
LR12.
Estate rentcharge burdening the Property
None.
LR13.
Application for standard form of restriction
None.
LR14.
Declaration of trust where there is more than one person comprising the
Tenant
5
THIS LEASE is dated
29th
June 2009
Parties
|
(1)
|
Xxxxxxx
Xxxx of Unit 8, E Plan Industrial Estate, Xxx Xxxx, Xxxxxxxx, Xxxx Xxxxxx,
XX0 0XX, Xxxxxx Xxxxxxx (Landlord).
|
|
(2)
|
Clean
Power Technologies Limited, a company incorporated and registered in
England and Wales with company number 05812360, whose registered office is
at Wiston House, 0 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxx Xxxxxx, XX00 0XX (Tenant).
|
Agreed
Terms
|
1.1
|
The
definitions and rules of interpretation set out in this clause 1.1 apply
to this lease.
|
|
(a)
|
the
Property, other than any plate glass, for its full reinstatement cost
(taking inflation of building costs into account) against loss or damage
by or in consequence of the Insured Risks, including costs of demolition,
site clearance, site protection and shoring-up, professionals' and
statutory fees and incidental expenses, the cost of any work which may be
required under any law and VAT in respect of all those costs, fees and
expenses;
|
|
(b)
|
loss
of Annual Rent of the Property for five years;
and
|
|
(c)
|
any
insurance premium tax payable on the
above.
|
6
Plan: the Plan attached to
this lease
Service Charge: a fair and
reasonable proportion of any cost or expense incurred by the Landlord in
relation to sums due under the Transfer dated 20th
November 1998 referred to at entry 3 of the Property Register and entry 7 of the
Charges Register of title number ESX231882
|
1.2
|
A
reference to this lease, except a
reference to the date of this lease or to the grant of the lease, is a
reference to this deed and any deed, licence, consent, approval or other
instrument supplemental to it.
|
|
1.3
|
A
reference to the
Landlord includes a reference to the person entitled to the
immediate reversion to this lease. A reference to the Tenant includes a
reference to its successors in title and assigns. A reference to a
guarantor is to any guarantor of the tenant covenants of this lease
including a guarantor who has entered into an authorised guarantee
agreement.
|
7
|
1.4
|
In
relation to any payment, a reference to a fair proportion is to a
fair proportion of the total amount payable, determined conclusively
(except as to questions of law) by the
Landlord.
|
|
1.5
|
The
expressions landlord
covenant and tenant covenant each has
the meaning given to it by the Landlord and Tenant (Covenants) Xxx
0000.
|
|
1.6
|
Unless
the context otherwise requires, a reference to the Property is to the whole
and any part of it.
|
|
1.7
|
A
reference to the term is to the
Contractual Term and any agreed or statutory continuation of this
lease.
|
|
1.8
|
A
reference to the end of
the term is to the end of the term however it
ends.
|
|
1.9
|
References
to the perpetuity
period are to the period of 80 years from the commencement of the
term and that period is the perpetuity period for the purposes of section
1 of the Perpetuities and Accumulations Xxx
0000.
|
|
1.10
|
References
to the consent of
the Landlord are to the consent of the Landlord given in accordance with
clause 40.4 and references to the approval of the Landlord
are to the approval of the Landlord given in accordance with clause
40.5.
|
|
1.11
|
A
Working Day is any
day which is not a Saturday, a Sunday, a bank holiday or a public holiday
in England.
|
|
1.12
|
Unless
otherwise specified, a reference to a particular law is a reference to it
as it is in force for the time being, taking account of any amendment,
extension, application or re-enactment and includes any subordinate laws
for the time being in force made under it and all orders, notices, codes
of practice and guidance made under
it.
|
|
1.13
|
A
reference to laws in general is to all local, national and directly
applicable supra-national laws in force for the time being, taking account
of any amendment, extension, application or re-enactment and includes any
subordinate laws for the time being in force made under them and all
orders, notices, codes of practice and guidance made under
them.
|
|
1.14
|
Any
obligation in this lease on the Tenant not to do something includes an
obligation not to agree to or suffer that thing to be done and an
obligation to use best endeavours to prevent that thing being done by
another person.
|
8
|
1.15
|
Unless
the context otherwise requires, where the words include(s) or including are used in
this lease, they are deemed to have the words "without limitation"
following them.
|
|
1.16
|
A
person includes a
corporate or unincorporated body.
|
|
1.17
|
References
to writing or
written do not
include faxes or email.
|
|
1.18
|
Except
where a contrary intention appears, a reference to a clause or schedule,
is a reference to a clause of, or schedule to, this lease and a reference
in a schedule to a paragraph is to a paragraph of that
schedule.
|
|
1.19
|
Clause,
schedule and paragraph headings do not affect the interpretation of this
lease.
|
|
2.
|
|
2.1
|
The
Landlord lets the Property to the Tenant for the Contractual
Term.
|
|
2.2
|
The
grant is made together with the ancillary rights set out in clause 3,
excepting and reserving to the Landlord the rights set out in clause 4, and subject to the Third Party
Rights.
|
|
2.3
|
The
grant is made with the Tenant paying the following as rent to the
Landlord:
|
|
(a)
|
the
Annual Rent and all VAT in respect of
it;
|
|
(b)
|
the
Insurance Rent and all VAT in respect of
it;
|
|
(c)
|
all
interest payable under this lease;
and
|
|
(d)
|
all
other sums due under this lease.
|
Neither
the grant of this lease nor anything in it confers any right over neighbouring
property nor is to be taken to show that the Tenant may have any right over
neighbouring property, and section 62 of the Law of Property Act 1925 does not
apply to this lease.
|
4.1
|
The
following rights are excepted and reserved from this lease to the Landlord
for the benefit of the Landlord's Neighbouring Property and to the extent
possible for the
|
9
benefit
of any neighbouring or adjoining property in which the Landlord acquires an
interest during the term:
|
(a)
|
rights
of light, air, support and protection to the extent those rights are
capable of being enjoyed at any time during the
term;
|
|
(b)
|
the
right to use and to connect into Service Media at the Property which are
in existence at the date of this lease or which are installed or
constructed during the period of 80 years from the commencement of the
term (and that period is the perpetuity period for the purposes of section
1 of the Perpetuities and Accumulations Act
1964);
|
|
(c)
|
at
any time during the term, the full and free right to develop the
Landlord's Neighbouring Property and any neighbouring or adjoining
property in which the Landlord acquires an interest during the Contractual
Term as the Landlord may think fit;
|
|
(d)
|
the
right to erect scaffolding at the Property and attach it to any building
or structure on the Property in connection with any of the
Reservations;
|
|
(e)
|
the
right to attach any structure, fixture or fitting to the boundary of the
Property in connection with any of the Reservations;
and
|
|
(f)
|
the
right to re-route any Service Media at or serving the Property or re-route
any means of access to or egress from the
Property,
|
notwithstanding
that the exercise of any of the Reservations or the works carried out pursuant
to them result in a reduction in the flow of light or air to the Property or
loss of amenity for the Property.
|
4.2
|
The
Landlord reserves the right to enter the
Property:
|
|
(a)
|
to
repair, maintain or replace any Service Media or structure relating to any
of the Reservations; and
|
|
(b)
|
for
any other purpose mentioned in or connected
with:
|
|
(i)
|
this
lease;
|
|
(ii)
|
the
Reservations; and
|
|
(iii)
|
the
interest of the Landlord in the
Property.
|
|
4.3
|
The
Reservations may be exercised by the Landlord and by anyone else who is or
becomes entitled to exercise them, and by anyone authorised by the
Landlord.
|
|
4.4
|
The
Tenant shall allow all those entitled to exercise any right to enter the
Property, to do so with their workers, contractors, agents and
professional advisors, and to enter the Property at any reasonable time
(whether or not during usual business hours) and, except in the case of an
emergency, after having given reasonable written notice to the
Tenant.
|
10
|
4.5
|
No
party exercising any of the Reservations, nor its workers, contractors,
agents and professional advisors, shall be liable to the Tenant or to any
undertenant or other occupier of or person at the Property for any loss,
damage, injury, nuisance or inconvenience arising by reason of its
exercising any of the Reservations except
for:
|
|
(a)
|
physical
damage to the Property; or
|
|
(b)
|
any
loss, damage, injury, nuisance or inconvenience in relation to which the
law prevents the Landlord from excluding
liability.
|
|
5.1
|
The
Tenant shall comply with all obligations on the Landlord relating to the
Third Party Rights (insofar as those obligations relate to the Property)
and shall not do anything (even if otherwise permitted by this lease) that
may interfere with any Third Party
Right.
|
|
6.1
|
The
Tenant shall pay the Annual Rent and any VAT in respect of it by four
equal instalments in advance on or before the Rent Payment Dates. The
payments shall be made by banker's standing order or by any other method
that the Landlord requires at any time by giving notice to the
Tenant.
|
|
6.2
|
The
first instalment of the Annual Rent and any VAT in respect of it shall be
made on the date of this lease and shall be the proportion, calculated on
a daily basis, in respect of the period from the date of this lease until
the day before the next Rent Payment
Date.
|
|
7.
|
Service
Charge
|
|
7.1
|
The
Tenant shall pay the Service Charge and any VAT in respect of it within 7
days of written demand to the
Landlord.
|
|
8.
|
|
8.1
|
Subject
to clause 8.2, the Landlord shall keep the Property (other than any
plate glass at the Property) insured against loss or damage by the Insured
Risks for the sum which the Landlord considers to be its full
reinstatement cost (taking inflation of building costs into account). The
Landlord shall not be obliged to insure any part of the Property installed
by the Tenant.
|
11
|
(a)
|
any
exclusions, limitations, excesses and conditions that may be imposed by
the insurers;
|
|
(b)
|
insurance
being available in the London insurance market on reasonable terms
acceptable to the Landlord; and
|
|
(c)
|
in
relation to Insured Risks resulting from an act of terrorism, the Landlord
having (from time to time) extended its insurance cover to damage
resulting from any such act.
|
|
8.3
|
The
Tenant shall pay to the Landlord on
demand:
|
|
(a)
|
the
Insurance Rent;
|
|
(b)
|
any
amount that is deducted or disallowed by the insurers pursuant to any
excess provision in the insurance policy;
and
|
|
(c)
|
any
costs that the Landlord incurs in obtaining a valuation of the Property
for insurance purposes.
|
If the
Landlord insures the Property together with other land, the amount of the
Insurance Rent shall be a fair proportion of the total for the Property and the
other land.
|
8.4
|
The
Tenant shall:
|
|
(a)
|
give
the Landlord notice immediately any matter occurs that any insurer or
underwriter may treat as material in deciding whether or on what terms to
insure or to continue to insure the
Property;
|
|
(b)
|
not
do or omit anything as a result of which any policy of insurance of the
Property or any neighbouring property may become void or voidable or
otherwise prejudiced, or the payment of any policy money may be withheld,
nor (unless the Tenant has previously notified the Landlord and has paid
any increased or additional premium) anything as a result of which any
increased or additional insurance premium may become
payable;
|
|
(c)
|
comply
at all times with the requirements and recommendations of the insurers
relating to the Property;
|
|
(d)
|
give
the Landlord immediate notice of the occurrence of any damage or loss
relating to the Property arising from an Insured
Risks;
|
|
(e)
|
not
effect any insurance of the Property (except any plate glass at the
Property), but if it becomes entitled to the benefit of any insurance
proceeds in respect of the Property (other than in respect of plate glass)
pay those proceeds or cause them to be paid to the Landlord;
and
|
|
(f)
|
pay
the Landlord an amount equal to any insurance money that the insurers of
the Property refuse to pay by reason of any act or omission of the
Tenant
|
12
or any
undertenant, their workers, contractors or agents or any person at the Property
with the actual or implied authority of any of them.
|
8.5
|
The
Landlord shall, subject to obtaining all necessary planning and other
consents, use all insurance money received (other than for loss of rent)
to repair the damage for which the money has been received or (as the case
may be) in rebuilding the Property. The Landlord shall not be obliged
to:
|
|
(a)
|
provide
accommodation identical in layout or design so long as accommodation
reasonably equivalent to that previously at the Property is provided;
or
|
|
(b)
|
repair
or rebuild if the Tenant has failed to pay any of the Insurance Rent;
or
|
|
(c)
|
repair
or rebuild the Property after a notice has been served pursuant to clause
8.7.
|
|
8.6
|
If
the Property is damaged or destroyed by an Insured Risk so as to be unfit
for occupation and use then, unless the policy of insurance of the
Property has been vitiated in whole or in part in consequence of any act
or omission of the Tenant, any undertenant or their respective workers,
contractors or agents or any other person on the Property with the actual
or implied authority of any of them, payment of the Annual Rent, or a fair
proportion of it according to the nature and extent of the damage, shall
be suspended until the Property has been reinstated and made fit for
occupation and use, or until the end of five years from the date of damage
or destruction, if sooner.
|
|
9.1
|
The
Tenant shall pay all present and future rates, taxes and other impositions
payable in respect of the Property, its use and any works carried out
there, other than:
|
|
(a)
|
any
taxes payable by the Landlord in connection with any dealing with or
disposition of the reversion to this lease;
or
|
|
(b)
|
any
taxes, other than VAT and insurance premium tax, payable by the Landlord
by reason of the receipt of any of the rents due under this
lease.
|
|
9.2
|
If
any rates, taxes or other impositions are payable in respect of the
Property together with other property, the Tenant shall pay a fair
proportion of the amount payable.
|
13
|
9.3
|
The
Tenant shall not make any proposal to alter the rateable value of the
Property or that value as it appears on any draft rating list, without the
approval of the Landlord.
|
|
9.4
|
If,
after the end of the term, the Landlord loses rating relief (or any
similar relief or exemption) because it has been allowed to the Tenant,
then the Tenant shall pay the Landlord an amount equal to the relief or
exemption that the Landlord has
lost.
|
|
10.
|
|
10.1
|
The
Tenant shall pay all costs in connection with the supply and removal of
the Utilities directly to and from the
Property.
|
|
10.2
|
If
any of those costs are payable in relation to the Property together with
other property, the Tenant shall pay a fair proportion of all those
costs.
|
|
10.3
|
The
Tenant shall comply with all laws and with any recommendations of the
relevant suppliers relating to the use of those
Utilities.
|
|
11.
|
|
11.1
|
The
Tenant shall pay the Landlord on demand a fair proportion of all costs
payable for the maintenance, repair, and renewal of all Service Media,
structures and other items used or capable of being used by the Property
in common with other property.
|
|
11.2
|
The
Tenant shall comply with all reasonable regulations the Landlord may make
from time to time in connection with the use of any of those Service
Media, structures or other items.
|
|
12.
|
|
12.1
|
All
sums payable by the Tenant are exclusive of any VAT that may be
chargeable. The Tenant shall pay VAT in respect of all taxable supplies
made to it in connection with this lease on the due date for making any
payment or, if earlier, the date on which that supply is made for VAT
purposes.
|
|
12.2
|
Every
obligation on the Tenant, under or in connection with this lease, to pay
the Landlord or any other person any sum by way of a refund or indemnity,
shall include an obligation to pay an amount equal to any VAT incurred on
that sum by the Landlord or other person except, to the extent that the
Landlord or other person obtains credit for such VAT under the Value Added
Tax Xxx 0000.
|
14
|
13.1
|
If
any Annual Rent or any other money payable under this lease has not been
paid by the date it is due, whether it has been formally demanded or not,
the Tenant shall pay the Landlord interest at the Default Interest Rate
(both before and after any judgment) on that amount for the period from
the due date to and including the date of
payment.
|
|
13.2
|
If
the Landlord does not demand or accept any Annual Rent or other money due
or tendered under this lease because the Landlord reasonably believes that
the Tenant is in breach of any of the tenant covenants of this lease, then
the Tenant shall, when that amount is accepted by the Landlord, also pay
interest at the Interest Rate on that amount for the period from the date
the amount (or each part of it) became due until the date it is accepted
by the Landlord.
|
|
14.
|
|
14.1
|
The
Tenant shall pay the costs and expenses of the Landlord including any
solicitors' or other professionals' costs and expenses (incurred both
during and after the end of the term) in connection with or in
contemplation of:
|
|
(a)
|
the
enforcement of the tenant covenants of this
lease;
|
|
(b)
|
serving
any notice in connection with this lease under section 146 or 147 of the
Law of Property Xxx 0000 or taking any proceedings under either of those
sections, notwithstanding that forfeiture is avoided otherwise than by
relief granted by the court;
|
|
(c)
|
serving
any notice in connection with this lease under section 17 of the Landlord
and Tenant (Covenants) Xxx 0000;
|
|
(d)
|
the
preparation and service of a schedule of dilapidations in connection with
this lease; and
|
|
(e)
|
any
consent or approval applied for under this lease, whether or not it is
granted (unless the consent or approval is unreasonably withheld by the
Landlord in circumstances where the Landlord is not unreasonably to
withhold it ).
|
|
14.2
|
Where
the Tenant is obliged to pay or indemnify the Landlord against any
solicitors' or other professionals' costs and expenses (whether under this
or any other clause of this lease) that obligation extends to those costs
and expenses assessed on a full indemnity
basis.
|
Any right
of the Tenant or anyone deriving title under the Tenant to claim compensation
from the Landlord on leaving the Property under the Landlord and
15
Xxxxxx
Xxx 0000 or the 1954 Act is excluded, except to the extent that the legislation
prevents that right being excluded.
The
Annual Rent and all other money due under this lease are to be paid by the
Tenant or any guarantor (as the case may be) without deduction, counterclaim or
set-off.
|
17.
|
|
17.1
|
The
Tenant shall not assign the whole of this lease without the consent of the
Landlord, such consent not to be unreasonably
withheld.
|
|
17.2
|
The
Tenant shall not assign part only of this
lease.
|
|
17.3
|
The
Landlord and the Tenant agree that for the purposes of section 19(1A) of
the Landlord and Xxxxxx Xxx 0000 the Landlord may give its consent to an
assignment subject to all or any of the following
conditions:
|
|
(a)
|
a
condition that the assignor (and any former tenant who because of section
11 of the Landlord and Tenant (Covenants) Xxx 0000 has not been released
from the tenant covenants of this lease) enters into an authorised
guarantee agreement which:
|
|
(i)
|
is
in respect of all the tenant covenants of this
lease;
|
|
(ii)
|
is
in respect of the period beginning with the date the assignee becomes
bound by those covenants and ending on the date when the assignee is
released from those covenants by virtue of section 5 of the Landlord and
Tenant (Covenants) Xxx 0000;
|
|
(iii)
|
imposes
principal debtor liability on the assignor (and any former
tenant);
|
|
(iv)
|
requires
(in the event of a disclaimer of liability under this lease) the assignor
(or former tenant as the case may be) to enter into a new tenancy for a
term equal to the unexpired residue of the Contractual Term;
and
|
|
(v)
|
is
otherwise in a form reasonably required by the Landlord;
and
|
|
(b)
|
a
condition that a person of standing acceptable to the Landlord enters into
a guarantee and indemnity of the tenant covenants of this lease in the
form reasonably required by the Landlord (but with such amendments and
additions as the Landlord may reasonably
require).
|
16
|
17.4
|
The
Landlord and the Tenant agree that for the purposes of section 19(1A) of
the Landlord and Xxxxxx Xxx 0000 the Landlord may refuse its consent to an
assignment if any Annual Rent or other money due under this lease is
outstanding.
|
|
17.5
|
Nothing
in this clause 17 shall prevent the Landlord from giving consent subject
to any other reasonable condition, nor from refusing consent to an
assignment in any other circumstance where it is reasonable to do
so.
|
|
18.
|
|
18.1
|
The
Tenant shall not underlet the whole of the Property except in accordance
with this clause 18 nor without the consent of the Landlord, such consent
not to be unreasonably withheld.
|
|
18.2
|
The
Tenant shall not underlet part only of the
Property.
|
|
18.3
|
The
Tenant shall not underlet the
Property:
|
|
(a)
|
together
with any property or any right over property that is not included within
this lease
|
|
(b)
|
at
a fine or premium or reverse
premium
|
|
(c)
|
allowing
any rent free period to the
undertenant
|
|
(d)
|
without
the Tenant having first procured that the prospective undertenant has
entered into such confidentiality undertakings with the Landlord regarding
the proposed underlease that the Landlord may in its absolute discretion
require
|
|
18.4
|
The
Tenant shall not underlet the Property unless, before the underlease is
granted, the Tenant has given the
Landlord:
|
|
(a)
|
a
certified copy of the notice served on the undertenant, as required by
section 38A(3)(a) of the 1954 Act, applying to the tenancy to be created
by the underlease; and
|
|
(b)
|
a
certified copy of the declaration or statutory declaration made by the
undertenant in accordance with the requirements of section 38A(3)(b) of
the 1954 Act.
|
17
|
18.5
|
Any
underletting by the Tenant shall be by deed and shall
include:
|
|
(a)
|
an
agreement between the Tenant and the undertenant that the provisions of
sections 24 to 28 of the 1954 Act are excluded from applying to the
tenancy created by the underlease;
|
|
(b)
|
the
reservation of a rent which is not less than the full open market rental
value of the Property at the date the Property is underlet and which is
payable at the same times as the Annual Rent under this
lease;
|
|
(c)
|
provisions
for the review of rent at the same dates and on the same basis as the
review of rent in this lease, unless the term of the underlease does not
extend beyond the next Review Date;
|
|
(d)
|
a
covenant by the undertenant, enforceable by and expressed to be
enforceable by the Landlord (as superior landlord at the date of grant)
and its successors in title in their own right, to observe and perform the
tenant covenants in the underlease and any document that is supplemental
or collateral to it and the tenant covenants in this lease, except the
covenants to pay the rents reserved by this
lease;
|
|
(e)
|
provisions
requiring the consent of the Landlord to be obtained in respect of any
matter for which the consent of the Landlord is required under this lease;
and
|
|
(f)
|
in
the case of an underlease that is not substantively registrable at HM Land
Registry, a covenant by the undertenant not to register any notice of the
underlease at HM Land Registry,
|
and shall
otherwise be consistent with and include tenant covenants no less onerous (other
than as to the Annual Rent) than those in this lease and in a form approved by
the Landlord, such approval not to be unreasonably withheld.
|
18.6
|
In
relation to any underlease granted by the Tenant, the Tenant
shall:
|
|
(a)
|
not
vary the terms of the underlease nor accept a surrender of the underlease
without the consent of the Landlord, such consent not to be unreasonably
withheld;
|
|
(b)
|
enforce
the tenant covenants in the underlease and not waive any of them nor allow
any reduction in the rent payable under the
underlease;
|
|
(c)
|
ensure
that in relation to any rent review the revised rent is not agreed without
the approval of the Landlord, such approval not to be unreasonably
withheld; and
|
|
(d)
|
where
the underlease is not substantively registrable at HM Land Registry, not
register or agree to the registration of any notice of the
underlease.
|
18
The
Tenant may not share occupation of the Property with any person.
|
20.
|
|
20.1
|
The
Tenant shall not charge the whole of this lease without the consent of the
Landlord, such consent not to be unreasonably
withheld.
|
|
20.2
|
The
Tenant shall not charge part only of this
lease.
|
Except as
expressly permitted by this lease, the Tenant shall not assign, underlet,
charge, part with or share possession or share occupation of this lease or the
Property or hold the lease on trust for any person (except pending registration
of a dealing permitted by this lease at HM Land Registry or by reason only of
joint legal ownership).
|
22.1
|
In
this clause a Transaction
is:
|
|
(a)
|
any
dealing with this lease or the devolution or transmission of, or parting
with possession of any interest in it;
or
|
|
(b)
|
the
creation of any underlease or other interest out of this lease, or out of
any interest, underlease derived from it, and any dealing, devolution or
transmission of, or parting with possession of any such interest or
underlease; or
|
|
(c)
|
the
making of any other arrangement for the occupation of the
Property.
|
|
22.2
|
In
respect of every Transaction that is registrable at HM Land Registry, the
Tenant shall promptly following completion of the Transaction apply to
register it (or procure that the relevant person so applies). The Tenant
shall (or shall procure that) any requisitions raised by HM Land Registry
in connection with an application to register a Transaction are dealt with
promptly and properly. Within one month of completion of the registration,
the Tenant shall send the Landlord official copies of its title (and where
applicable of the undertenant's
title).
|
|
22.3
|
No
later than one month after a Transaction the Tenant
shall:
|
|
(a)
|
give
the Landlord's solicitors notice of the
Transaction;
|
|
(b)
|
deliver
two certified copies of any document effecting the Transaction to the
Landlord's solicitors; and
|
|
(c)
|
pay
the Landlord's solicitors a registration fee of £50 (plus
VAT).
|
19
|
22.4
|
If
the Landlord so requests, the Tenant shall promptly supply the Landlord
with full details of the occupiers of the Property and the terms upon
which they occupy it.
|
The
Tenant shall not make any application to note this lease on the Landlord's
registered title or to register a caution against first registration of the
Landlord's interest in the Property.
|
24.
|
|
24.1
|
The
Tenant shall keep the Property clean and tidy and in good repair and
condition.
|
|
24.2
|
The
Tenant shall not be liable to repair the Property to the extent that any
disrepair has been caused by Insured Risks, unless and to the extent
that:
|
|
(a)
|
the
policy of insurance of the Property has been vitiated or any insurance
proceeds withheld in consequence of any act or omission of the Tenant, any
undertenant or their respective workers, contractors or agents or any
person on the Property with the actual or implied authority of any of
them; or
|
|
(b)
|
the
insurance cover in relation to that disrepair is excluded, limited, is
unavailable or has not been extended, as mentioned in clause
8.2.
|
|
24.3
|
The
Tenant shall keep the external areas of the Property in a clean and tidy
condition and not allow any rubbish or waste to be left there. The Tenant
shall clean all windows at the Property as often as is
necessary.
|
|
25.
|
|
25.1
|
The
Tenant shall decorate the outside and the inside of the Property as often
as is reasonably necessary and also in the last three months before the
end of the term.
|
|
25.2
|
All
decoration shall be carried out in a good and proper manner using good
quality materials that are appropriate to the Property and the Permitted
Use and shall include all appropriate preparatory
work.
|
|
25.3
|
All
decoration carried out in the last three months of the term shall also be
carried out to the satisfaction of the Landlord and using materials,
designs and colours approved by the
Landlord.
|
|
25.4
|
The
Tenant shall replace the floor coverings at the Property within the three
months before the end of the term with new ones of good quality and
appropriate to the Property and the Permitted
Use.
|
20
|
26.
|
|
26.1
|
The
Tenant shall not make any external or structural alteration or addition to
the Property and shall not make any opening in any boundary structure of
the Property other than as mentioned in clause
26.3.
|
|
26.2
|
The
Tenant shall not install any Service Media on the exterior of the Property
nor alter the route of any Service Media at the Property without the
consent of the Landlord, such consent not to be unreasonably
withheld.
|
|
27.
|
Permitted
Alterations
|
|
27.1
|
Subject
to the terms of this clause 27 the Tenant
shall be permitted to carry out the works identified in the Schedule (“the
Permitted Works”)
|
|
27.2
|
If
the Permitted Works are commenced:
|
|
(a)
|
To
obtain all consents required for the execution and retention of the
Permitted Works (whether under any Statute or from the owners of any
interest in or occupiers of adjoining or neighbouring property or
otherwise); and
|
|
(b)
|
to
comply with all the terms and conditions contained in the consents and
approvals relating to the Permitted Works and to serve all notices
required to be served (whether under any Statute or otherwise) prior to
the commencement of the Permitted Works and to ensure that it
is otherwise lawful to commence the Permitted Works;
and
|
|
(c)
|
to
carry out the Permitted Works with all due diligence and speed in a good
and workmanlike manner with new good and sound materials and
complete them in their entirety in accordance with the Plans and
Specification within six months after the date of commencement;
and
|
|
(d)
|
to
execute the Permitted Works in accordance with the terms and conditions of
all consents and approvals granted in respect of the same the requirements
of all statutes and all insurers of the Property and the regulations laid
down by the Institute of Electrical Engineers and all other similar
regulatory bodies; and
|
|
(e)
|
to
be responsible for compliance with and to comply with the terms and
conditions of all consents and approvals granted in respect of the
Permitted Works and with the requirements of all statutes and all insurers
of the Property applicable to arising from or imposed as a result of the
execution or retention of the Permitted Works;
and
|
|
(f)
|
if
the Permitted Works constitute construction work covered by the CDM
Regulations to elect in writing to be treated for the purposes of the CDM
Regulations as the only client and to ensure compliance with the CDM
Regulations and following completion of the alterations or works to supply
a copy of the health and safety file to the Landlord and at all times
during the Term to keep and update any health and safety file in regard to
the Property and to deliver the same up to the Landlord at the end or
sooner determination of the Term;
and
|
21
|
(g)
|
on
completion of the Permitted Works to remove all debris and equipment from
the Property to make good any damage (decorative or otherwise) caused to
the Property by the execution of the Permitted Works to clean the Property
and then to notify the Landlord in writing that each of such obligations
have been complied with (and the Permitted Works shall not be considered
to have been completed for the purposes of satisfying any obligation under
this deed until this covenant has been complied with);
and
|
|
(h)
|
to
supply to the Landlord on demand all such copy documents information and
evidence as it may reasonably require in order to satisfy itself that the
provisions of this deed have been complied with;
and
|
|
(i)
|
to
permit the Landlord and all others authorised by it to enter the Property
at all reasonable times and on reasonable prior notice for the purpose of
inspecting the Permitted Works or any unauthorised works;
and
|
|
(j)
|
if
any consent implemented by the Tenant requires the execution of further
works then if requested to do so by the Landlord to execute such further
works and complete them in their entirety prior to the end of the Term
(whether or not such consent specifies a later date);
and
|
|
(k)
|
unless
requested not to do so by the Landlord or unless a new lease is to be
granted to the Tenant at the end of the Term (containing provisions for
the reinstatement of the Property prior to the end of the term of such new
lease to the same effect as those contained in this deed) to reinstate the
Property prior to the end of the Term by removing all works executed
pursuant to this deed and restoring those parts of the Property affected
by such works to the state and condition in which they were prior to their
execution
|
|
27.3
|
To
ensure that the execution of the Permitted Works does
not:
|
|
(a)
|
cause
any damage disturbance annoyance or nuisance to any owner of any interest
in or occupier of the Property and/or adjoining or neighbouring property
or any other person;
|
|
(b)
|
cause
any damage or disturbance to the structure of or any plant or machinery at
the Property or to any adjoining or neighbouring
property;
|
|
(c)
|
infringe
interrupt or destroy any right easement or
privilege;
|
|
(d)
|
interrupt
any service to or from adjoining or neighbouring
property;
|
|
(e)
|
vitiate
(in whole or in part) or increase the premiums payable in respect of any
insurance of the Property and/or adjoining or neighbouring
property;
|
|
27.4
|
To
indemnify and keep the Landlord indemnified against all claims demands
actions or proceedings made or brought and all losses damages costs
expenses and liabilities incurred suffered or arising directly or
indirectly in respect of or otherwise
connected
|
22
with the
commencement execution or retention of the Permitted Works or any breach of this
clause.
|
28.1
|
In
this clause 28 Signs include signs,
fascia, placards, boards, posters and
advertisements.
|
|
28.2
|
The
Tenant shall not attach any Signs to the exterior of the Property or
display any inside the Property so as to be seen from the outside, except
Signs of a design, size and number and in a position that are appropriate
to the Property and the Permitted Use, without the consent of the
Landlord, such consent not to be unreasonably
withheld.
|
|
28.3
|
Before
the end of the term, the Tenant shall remove any Signs placed by it at the
Property and shall make good any damage caused to the Property by that
removal.
|
|
28.4
|
The
Tenant shall allow the Landlord to fix to and keep at the Property any
sale or re-letting board as the Landlord reasonably
requires.
|
|
29.1
|
At
the end of the term the Tenant shall return the Property to the Landlord
in the repair and condition required by this
lease.
|
|
29.2
|
the
Tenant shall remove items it has fixed to the Property and make good any
damage caused to the Property by that removal
..
|
|
29.3
|
At
the end of the term, the Tenant shall remove from the Property all
chattels belonging to or used by
it.
|
|
29.4
|
The
Tenant irrevocably appoints the Landlord to be the agent for the Tenant to
store or dispose of any chattels or items it has fixed to the Property and
which have been left by the Tenant on the Property for more than 10 weeks
after the end of the term. The Landlord shall not be liable to the Tenant
by reason of that storage or disposal. The Tenant shall indemnify the
Landlord in respect of any claim made by a third party in relation to that
storage or disposal.
|
|
29.5
|
If
the Tenant does not comply with its obligations in this clause, then,
without prejudice to any other right or remedy of the Landlord, the Tenant
shall pay the Landlord an amount equal to the Annual Rent the period that
it would reasonably take to put the Property into the condition it would
have been in had the Tenant
performed
|
23
its
obligations under this clause. The amount shall be a debt due on demand from the
Tenant to the Landlord.
|
30.
|
|
30.1
|
The
Tenant shall not use the Property for any purpose other than the Permitted
Use.
|
|
30.2
|
The
Tenant shall not use the Property for any illegal purpose nor for any
purpose or in a manner that would cause loss, damage, injury, nuisance or
inconvenience to the Landlord or any other owners, tenants or occupiers of
any owner or occupier of neighbouring
property.
|
|
30.3
|
The
Tenant shall not overload any structural part of the Property nor any
Service Media at or serving the
Property.
|
|
31.1
|
The
Tenant shall comply with all laws relating
to:
|
|
(a)
|
the
Property and the occupation and use of the Property by the
Tenant;
|
|
(b)
|
the
use of all Service Media and machinery and equipment at or serving the
Property;
|
|
(c)
|
any
works carried out at the Property;
and
|
|
(d)
|
all
materials kept at or disposed from the
Property.
|
|
31.2
|
Without
prejudice to any obligation on the Tenant to obtain any consent or
approval under this lease, the Tenant shall carry out all works that are
required under any law to be carried out at the Property by the
occupier.
|
|
31.3
|
Within
5 days after receipt of any notice or other communication affecting the
Property (and whether or not served pursuant to any law) the Tenant
shall:
|
|
(a)
|
send
a copy of the relevant document to the Landlord;
and
|
|
(b)
|
take
all steps necessary to comply with the notice or other communication and
take any other action in connection with it as the Landlord may
require.
|
|
31.4
|
The
Tenant shall not apply for any planning permission for the
Property.
|
|
31.5
|
The
Tenant shall not carry out any works at the Property in respect of which
the CDM Regulations apply without the consent of the Landlord. Such
consent is not to be unreasonably withheld in the case of works in respect
of which the Landlord is not
|
24
otherwise to
withhold its consent unreasonably or which the Tenant is obliged to carry out
under the terms of this lease.
|
31.6
|
The
Tenant shall maintain the health and safety file for the Property in
accordance with the CDM Regulations and shall give it to the Landlord at
the end of the term.
|
|
31.7
|
As
soon as the Tenant becomes aware of any defect in the Property, it shall
give the Landlord notice of it. The Tenant shall indemnify the Landlord
against any liability under the Defective Premises Xxx 0000 in relation to
the Property by reason of any failure of the Tenant to comply with any of
the tenant covenants in this lease.
|
|
31.8
|
The
Tenant shall keep the Property equipped with all fire prevention,
detection and fighting machinery and equipment and fire alarms which are
required under all relevant laws or required by the insurers of the
Property or reasonably recommended by them or reasonably required by the
Landlord and shall keep that machinery, equipment and alarms properly
maintained and available for
inspection.
|
|
32.1
|
The
Tenant shall not grant any right or licence over the Property to a third
party.
|
|
32.2
|
If
a third party makes or attempts to make any encroachment over the Property
or takes any action by which a right may be acquired over the Property,
the Tenant shall:
|
|
(a)
|
immediately
give notice to the Landlord; and
|
|
(b)
|
take
all steps (including any proceedings) the Landlord reasonably requires to
prevent or license the continuation of that encroachment or
action.
|
|
32.3
|
The
Tenant shall not obstruct the flow of light or air to the Property nor
obstruct any means of access to the
Property.
|
|
32.4
|
The
Tenant shall not make any acknowledgement that the flow of light or air to
the Property or that the means of access to the Property is enjoyed with
the consent of any third party.
|
|
32.5
|
If
any person takes or threatens to take any action to obstruct the flow of
light or air to the Property or obstruct the means of access to the
Property, the Tenant shall:
|
25
|
(a)
|
immediately
notify the Landlord; and
|
|
(b)
|
take
all steps (including proceedings) the Landlord reasonably requires to
prevent or secure the removal of the
obstruction.
|
|
33.
|
|
33.1
|
The
Landlord may enter the Property to inspect its condition and state of
repair and may give the Tenant a notice of any breach of any of the tenant
covenants in this lease relating to the condition or repair of the
Property.
|
|
33.2
|
To
the extent that the Property is in a state of material or substantial
disrepair, if the Tenant has not begun any works needed to remedy that
breach within two months following that notice (or if works are required
as a matter of emergency, then immediately) or if the Tenant is not
carrying out the works with all due speed, then the Landlord may enter the
Property and carry out the works
needed.
|
|
33.3
|
The
costs incurred by the Landlord in carrying out any works pursuant to this
clause (and any professional fees and any VAT in respect of those costs)
shall be a debt due from the Tenant to the Landlord and payable on
demand.
|
|
33.4
|
Any
action taken by the Landlord pursuant to this clause shall be without
prejudice to the other rights of the Landlord, including those under
clause 37.
|
|
34.
|
The
Tenant shall keep the Landlord indemnified against all expenses, costs, claims,
damage and loss (including any diminution in the value of the interest of the
Landlord in the Property and loss of amenity of the Property) arising from any
breach of any tenant covenants in this lease, or any act or omission of the
Tenant, any undertenant or their respective workers, contractors or agents or
any other person on the Property with the actual or implied authority of any of
them.
The
Landlord covenants with the Tenant, that, so long as the Tenant pays the rents
reserved by and complies with its obligations in this lease, the Tenant shall
have quiet enjoyment of the Property without any lawful interruption by the
Landlord or any person claiming under the Landlord.
For so
long as any guarantor remains liable to the Landlord, the Tenant shall, if the
Landlord requests, procure that that guarantor joins in any consent or approval
required under this lease and consents to any variation of the tenant covenants
of this lease.
26
|
37.1
|
The
Landlord may re-enter the Property (or any part of the Property) at any
time after any of the following
occurs:
|
|
(a)
|
any
rent is unpaid 21 days after becoming payable whether it has been formally
demanded or not; or
|
|
(b)
|
any
breach of any condition, or tenant covenant, in this lease;
or
|
|
(c)
|
where
the Tenant or any guarantor is a
corporation:
|
|
(i)
|
the
taking of any step in connection with any voluntary arrangement or any
other compromise or arrangement for the benefit of any creditors of the
Tenant or guarantor; or
|
|
(ii)
|
the
making of an application for an administration order or the making of an
administration order in relation to the Tenant or guarantor;
or
|
|
(iii)
|
the
giving of any notice of intention to appoint an administrator, or the
filing at court of the prescribed documents in connection with the
appointment of an administrator, or the appointment of an administrator,
in any case in relation to the Tenant or guarantor;
or
|
|
(iv)
|
the
appointment of a receiver or manager or an administrative receiver in
relation to any property or income of the Tenant or guarantor;
or
|
|
(v)
|
the
commencement of a voluntary winding-up in respect of the Tenant or
guarantor, except a winding-up for the purpose of amalgamation or
reconstruction of a solvent company in respect of which a statutory
declaration of solvency has been filed with the Registrar of Companies;
or
|
|
(vi)
|
the
making of a petition for a winding-up order or a winding-up order in
respect of the Tenant or guarantor;
or
|
|
(vii)
|
the
striking-off of the Tenant or guarantor from the Register of Companies or
the making of an application for the Tenant or the guarantor to be
struck-off; or
|
|
(viii)
|
the
Tenant or the guarantor otherwise ceasing to exist;
or
|
|
(d)
|
where
the Tenant or any guarantor is an
individual:
|
|
(i)
|
the
taking of any step in connection with any voluntary arrangement or any
other compromise or arrangement for the benefit of any creditors of the
Tenant or guarantor; or
|
|
(ii)
|
the
presentation of a petition for a bankruptcy order or the making of a
bankruptcy order against the Tenant or
guarantor.
|
27
|
37.2
|
If
the Landlord re-enters the Property (or any part of the Property) pursuant
to this clause 37, this lease shall
immediately end, but without prejudice to any right or remedy of the
Landlord in respect of any breach of covenant by the Tenant or any
guarantor.
|
|
38.
|
|
38.1
|
At
any time when the Landlord, the Tenant or a guarantor is more than one
person, then in each case those persons shall be jointly and severally
liable for their respective obligations arising by virtue of this lease.
The Landlord may release or compromise the liability of any one of those
persons comprising the Tenant or guarantor or grant any time or concession
to any one of them without affecting the liability of any other of
them.
|
|
38.2
|
The
obligations of the Tenant arising by virtue of this lease are owed to the
Landlord and the obligations of the Landlord are owed to the
Tenant.
|
|
38.3
|
In
any case where the facts are or should reasonably be known to the Tenant,
the Landlord shall not be liable to the Tenant for any failure of the
Landlord to perform any landlord covenant in this lease unless and until
the Tenant has given the Landlord notice of the facts that give rise to
the failure and the Landlord has not remedied the failure within a
reasonable time.
|
|
39.1
|
This
lease constitutes the entire agreement and understanding of the parties
relating to the transaction contemplated by the grant of this lease and
supersedes any previous agreement between the parties relating to the
transaction.
|
|
39.2
|
The
Tenant acknowledges that in entering into this lease it is not relying on,
nor shall have no remedy in respect of, any statement or representation
made by or on behalf of the
Landlord.
|
|
39.3
|
Nothing
in this lease constitutes or shall constitute a representation or warranty
that the Property may lawfully be used for any purpose allowed by this
lease.
|
|
39.4
|
Nothing
in this clause shall, however, operate to limit or exclude any liability
for fraud.
|
28
|
40.1
|
Except
where this lease specifically states that a notice need not be in writing,
or where notice is given in an emergency, any notice given pursuant to
this lease shall be in writing.
|
|
40.2
|
A
written notice shall be delivered by hand or sent by pre-paid first class
post or registered post. A correctly addressed notice sent by pre-paid
first class post shall be deemed to have been delivered at the time at
which it would have been delivered in the normal course of the
post.
|
|
40.3
|
Section
196 of the Law of Property Act 1925 shall otherwise apply to notices given
under this lease.
|
|
(a)
|
it
is given in writing and signed by a person duly authorised on behalf of
the Landlord; and
|
|
(b)
|
it
expressly states that the Landlord waives the requirement for a deed in
that particular case,
|
If a
waiver is given, it shall not affect the requirement for a deed for any other
consent.
|
(a)
|
the
approval is being given in a case of emergency;
or
|
|
(b)
|
this
lease expressly states that the approval need not be in
writing.
|
|
40.6
|
If
the Landlord gives a consent or approval under this lease, the giving of
that consent or approval shall not imply that any consent or approval
required from a third party has been obtained, nor shall it obviate the
need to obtain any consent or approval from a third
party.
|
|
41.1
|
This
lease shall be governed by and construed in accordance with the law of
England and Wales.
|
|
41.2
|
The
parties irrevocably agree to submit to the exclusive jurisdiction of the
courts of England and Wales over any claim or matter arising under or in
connection with this lease or the legal relationships established by
it.
|
29
A person
who is not party to this lease shall not have any rights under or in connection
with this lease by virtue of the Contracts (Right of Third Parties) Xxx
0000.
This
lease creates a new tenancy for the purposes of the Landlord and Tenant
(Covenants) Xxx 0000.
|
44.
|
Break
Clause
|
If the
Tenant wishes to determine this lease at any time from 12th May
2011 and gives to the Landlord not less than 6 month's notice of that wish and
up to the date of determination pays the Annual Rent and Service Charge and is
not in material breach of any material covenant in this lease, then on expiry of
the notice the Term is to cease and determine immediately, but without prejudice
to any rights or remedies that may have accrued.
This
document has been executed as a deed and is delivered and takes effect on the
date stated at the beginning of it.
Schedule
Alterations permitted under
this Lease
1. Tenant
to form opening between Unit 7 and 8
30
|
Signed
as a deed by Xxxxxxx Xxxx
|
/s/
Xxxxxxx Xxxx
|
|
|
in
the presence of:
|
||
|
/s/Xxxx
Xxxxxxx
|
||
|
Name:
Xxxx Xxxxxxx
|
||
|
Address:
00-00 Xxxx Xxxxxxx
Xxxxxxxxxx,
XX00 0XX
|
|
Signed
as a deed by Clean Power Technologies Limited acting by:
|
/s/Xxxxx
Xxxxx
|
|
|
Director/Secretary
|
31
