LEASE CONTRACT concluded by and between Milan Gottwald, Tax Id. No.: CZ 7502195327 residing at: Náklo 334, Postal Code: 783 32 (hereinafter the “Landlord”) on the one part and SENDIO s.r.o. Id. No.: 281 64 440, Tax Id. No.: CZ28164440 with its...
WORKING
TRANSLATION
concluded
by and between
Xxxxx
Xxxxxxxx,
Tax
Id.
No.: CZ 7502195327
residing
at: Xxxxx 000, Xxxxxx Code: 783 32
(hereinafter
the “Landlord”)
on
the
one part
and
SENDIO
s.r.o.
Id.
No.:
281 64 440,
Tax
Id.
No.: CZ28164440
with
its
registered office at: Hranice, Olomoucká 306, Postal Code: 753 01,
registered
in the Commercial Register kept by the Regional Court in Ostrava in Section
C,
Inset 43097,
represented
by Philip Glyn Styles, Executive of the Company
(hereinafter
the “Tenant”)
on
the
other part
(the
Landlord and the Tenant are hereinafter jointly referred to as the “Parties”)
I.
1.
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The
Parties base their considerations on the fact that the Landlord is
the
exclusive owner of:
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●
building
No. 156, apartment building (proceedings
on construction approval as an administrative building are pending as of the
date of execution of the contract; the proceedings should be closed in the
near
future)
on
construction property lot No. 1416,
●
building
without land-registry number, manufacture, on construction property lot No.
1415
●
building
without land-registry number, infrastructure, on construction property lot
No.
1418
●
building
without land-registry number, other structure, on construction property lot
No.
1419
●
building
without land-registry number, infrastructure, on construction property lot
No.
1422
●
building
without land-registry number, infrastructure, on construction property lot
No.
1423
1
●building
without land-registry number, manufacture, on construction property lot No.
1677/1
●
construction property lot No. 1415, with an area of 6 775 m2,
built-up area and courtyard;
●
construction property lot No. 1416, with an area of 928 m2,
built-up area and courtyard;
●
construction property lot No. 1418, with an area of 74 m2,
built-up area and courtyard;
●
construction property lot No. 1419, with an area of 86 m2,
built-up area and courtyard;
●
construction property lot No. 1422, with an area of 82 m2,
built-up area and courtyard;
●
construction property lot No. 1423, with an area of 23 m2,
built-up area and courtyard;
●
construction property lot No. 1677/1, with an area of 455 m2,
built-up area and courtyard;
●
property
lot No. 567/3, with an area of 502 m2,
other
area, different area;
●
property
lot No. 568/2, with an area of 1048 m2,
other
area, different area;
●
property
lot No. 568/8, with an area of 12 753 m2,
other
area, handling area;
●
property
lot No. 568/10, with an area of 493 m2,
other
area, different area;
●
property
lot No. 578/3, with an area of 1 815 m2,
other
area, other road;
●
property
lot No. 582/2, with an area of 3 400 m2,
other
area, different road;
all
the
above in the cadastral area of Hodolany, the municipality of Olomouc, part
of
municipality: Hodolany, registered in the Land Registry kept by the Cadastral
Authority for the Xxxxxxx Xxxxxx, Xxxxxxx cadastral workplace, on title sheet
No. 2978 (hereinafter the “Premises”).
An
up-to-date extract from the Land Registry is attached to this Contract as its
Schedule
No. 1.
Graphic
delimitation of the entire Premises is attached to this Agreement as its
Schedule
No. 10.
2.
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Furthermore,
the Parties base their considerations on the fact that the Tenant
is
interested in renting the Subject of the Lease, as defined hereafter
in
this Contract, and that, during the term of the lease hereunder,
the
Tenant is interested in gradually renting the entire Premises, except
for
the non-residential premises rented by Further Tenants, as specified
below.
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3.
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The
Landlord has all the necessary authorizations and powers to conclude
and
perform this Contract and to fulfill his obligations following from
this
Contract, as well as to implement the transactions contemplated herein.
This Contract constitutes a legally binding and valid obligation
of the
Landlord, which can be enforced against him in accordance with its
terms
and deadlines.
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4.
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The
Tenant is a limited liability company, which has been duly established
under the laws of the Czech Republic, and has the capacity to conclude
this Contract and perform all the rights and obligations following
for the
Tenant from this Contract. This Contract constitutes a legally binding
and
valid obligation of the Tenant, which can be enforced against him
in
accordance with its terms and deadlines. An up-to-date extract from
the
Commercial Register for the Tenant is attached to this Lease Contract
as
its Schedule
No. 2.
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2
II.
Subject
of the Contract
1.
By
virtue
this Contract, the Landlord agrees to lease the Premises to the Tenant for
his
use, within a scope reduced by the premises leased as of the date of conclusion
hereof to Further Tenants and Other Tenants (hereinafter the “Subject
of the Lease”).
2.
At
the
latest as of July 1, 2008, the Tenant shall be entitled to use the Subject
of
the Lease within the above-specified scope, for the term and under the
conditions stipulated herein. In consideration of the use of the Subject of
the
Lease, the Tenant shall pay the Landlord the rent specified in Art. IV.
hereof.
III.
1.
The
Tenant shall be entitled to use the Subject of the Lease within the scope
specified in Art. II hereof for the purpose of pursuing his business activities,
i.e. for the purpose of pursuing advertising activities and marketing;
manufacture of electronic components; manufacture, installation and repair
of
electrical equipment and apparatus; as well as for the purpose of pursuing
any
other business activities for which the Tenant obtains a trade license or any
other license during the term hereof. However, the Subject of the Lease may
be
used for an activity other than the business (or other) activities expressly
stipulated herein only if such use is not at variance with the rights and
justified interests of the Landlord. The use of the Subject of the Lease within
the aforementioned scope is conditional on completion of the construction
modifications and repairs pursuant to this Contract, particularly those
specified in Schedule
No. 9
hereof.
2.
The
Tenant shall be entitled to use the Subject of the Lease particularly as
offices; storage areas; manufacturing premises; commercial and representation
areas; as well as all other areas that are necessary in relation to the purpose
of the lease pursuant to this Article, as appropriate.
3.
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The
Subject of the Lease may be used, within the same scope as by the
Tenant,
by employees, suppliers, clients or other business partners of the
Tenant,
and by persons visiting the Tenant or persons to whom the Tenant
has
subleased the Subject of the Lease in accordance herewith, if appropriate.
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4.
The
Tenant acknowledges and represents that he has been advised by the Landlord
of
the fact that parts of the Premises that are marked in color and described
in
Schedule
No. 4
hereof
are used by: JENA - nábytek, s.r.o., Id. No.: 25564501, a company with its
registered
office: Brno, Xxxxxxx 00, Xxxxxx Xxxx: 000 00; X-Xxxxxx Xxxxx Xxxxxxxx a.s., Id.
No.: 64949681, : Xxxxxx 0, Xxxxxxxxx 0000/0, Xxxxxx Code: 149 00; and DPK Morava
s.r.o., Id. No.: 26826771, a company with its registered office: Olomouc,
Xxxxxxxxx 00/00,
Xxxxxx
Code: 779 00 (hereinafter “Further
Tenants”).
The
premises used by Further Tenants are specified in Schedule
No. 4
hereof
by individual reference numbers (premises marked in green color) and are
graphically delimited under these reference numbers in Schedule
No. 3
hereof
(images No. 2799 and No. 2723).
3
5.
The
Tenant also acknowledges and represents that he has been advised by the Landlord
of the fact that parts of the Premises that are not leased to Further Tenants
and that are not part of the Subject of the Lease are used, as of the date
hereof, on the basis of lease contracts and agreements, by other tenants
(hereinafter “Other
Tenants”).
Complete, up-to-date, final and binding list of Other Tenants (marked in yellow
color) is attached to this Contract as its Schedule
No. 5.
Schedule
No. 5
hereof
also includes the following data for each individual Other Tenant: reference
number of the premises, area of the premises [m²], date of termination of the
lease relationship („Notice of termination as of“), date as of which the Tenant
is entitled to enter the premises of the Other Tenant (“Sendio’s right to
enter”) and notes. The Landlord represents that the information on Other Tenants
set forth in Schedule
No. 5
hereof
is accurate and up-to-date.
IV.
1.
The
Parties have agreed on annual rent for the use of the Subject of the Lease,
which shall be calculated as the amount of CZK 10,000,000.00 (in words: ten
million Czech crowns), excl. VAT, minus the sum of the annual rents paid by
all
Further Tenants and all Other Tenants (as specified in Schedule
No. 8
hereof)
(hereinafter the “Annual Rent”).
2.
The
Tenant shall pay the Rent monthly, always in the relevant calendar month to
which the given Rent relates (hereinafter the “Monthly
Rent”).
The
Parties agree that the amount of the Monthly Rent for the month of July 2008
shall equal CZK 301,655.00 (in words: three hundred and one thousand six hundred
and fifty-five Czech crowns) plus the applicable VAT; the amount of the Monthly
Rent for the month of August 2008 shall equal CZK 376,655.00 (in words: three
hundred and seventy-six thousand six hundred and fifty-five Czech crowns) plus
the applicable VAT; and the amount of the Monthly Rent for each subsequent
calendar month (i.e. September 2008 to June 2009) shall equal CZK 455,310.00
(in
words: four hundred and fifty-five thousand three hundred and ten Czech crowns)
plus the applicable VAT per calendar month. The Tenant shall always pay the
Monthly Rent by a transfer to the Landlord’s account No. 6319656084/2700, kept
by UniCredit Bank Czech Republic, a.s., branch in Zlín (hereinafter the
“Landlord’s
Account”).
The
day when the amount is credited to the Landlord’s Account shall be deemed to be
the date of payment of the Monthly Rent. The Tenant shall pay the Monthly Rent
on the basis of a tax document issued by the Landlord and within the set period
of maturity, where the maturity of the tax document (invoice) shall equal 8
(eight) calendar days from the date of its delivery. The tax document shall
contain all the requisites required by the applicable law. The first calendar
day of the month in which the Monthly Rent is to be paid shall be the date
of
taxable supply.
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3.
The
Parties agree that the Tenant shall commence paying the Monthly Rent as of
July
1, 2008. The Parties agree that also the first Monthly Rent in the amount of
CZK
301,655.00 (in words: three hundred and one thousand six hundred and fifty-five
Czech crowns) plus the applicable VAT shall be paid in accordance with Art.
IV
(2).
4.
The
fixed
amount of the Annual Rent, as specified in Art. IV (1) hereof is set as a fixed
amount for the entire term of the lease, i.e. for the term of one year pursuant
to Art. XI hereof, and may not be increased in any manner whatsoever by the
Landlord during this period of time. The Parties have agreed that the
thus-specified Annual Rent shall not be increased by the Landlord in any manner
whatsoever, even in the case of gradual extension of the Subject of the Lease
pursuant to Art. XII hereof and/or in case of full clearance of the relevant
premises used as of the date of conclusion hereof by any of the Further Tenants
or Other Tenants, which shall result solely in the relevant increase in the
Monthly Rent to the extent of the monthly rent paid by the tenant who cleared
the relevant premises, while maintaining the set Annual Rent. In case of an
increase of the Monthly Rent pursuant to this paragraph, the Parties agree
to
modify, by means of an amendment to this Contract, the amounts of the Monthly
Rent set forth in Art. IV (2) so that they correspond to the actual state of
affairs. The thus-increased Monthly Rent shall become applicable in the calendar
month following after the month when the Further Tenant cleared the relevant
premises. However, the Monthly Rent shall be increased only if the overall
increase, calculated as the sum of all monthly increases from the beginning
of
the lease, has exceeded the aggregate amount of CZK 50,000.00; in that case,
it
shall be increased by the entire amount of the aggregate.
5.
The
Tenant shall be obliged to pay to the Landlord an advance on future payments
of
the Rent in the amount of CZK 4,000,000.00 (in words: four million Czech crowns)
so that this amount is credited to the Landlord’s Account set forth in Art. IV
(2) hereof at the latest on May 29, 2008. The Landlord shall keep tax records;
consequently, in accordance with Section 21 (3) of Act No. 235/2004 Coll.,
on
value added tax, as amended, the Landlord has not incurred the obligation to
levy VAT from the accepted advance payment. This advance shall always be used
to
settle the relevant payments of the Monthly Rent from the month of October
2008.
The Landlord shall not be entitled to use this advance for any payments or
claims other than those specified in this paragraph. The Landlord shall issue
a
tax document at the latest within 5 (five) business days of the date of
crediting the advance payment to his account and shall send this tax document
to
the address specified in the header hereof.
5
V.
1.
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The
Rent does not include payments for performances related to the use
of the
Subject of the Lease, including, without limitation, payments for
supplies
of water, gas, steam, electricity, telecommunication services and
discharge of wastewater, etc.
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2.
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The
Tenant agrees to use his best efforts to conclude, as of July 1,
2008, an
agreement on supplies of electricity for the Premises with the supplier
of
electricity, i.e. ČEZ
distribuce, a.s., se sídlem: Děčín 4, Xxxxxxxx 000/0, Xxxxxx
Xxxx 000 00, Id. No.: 27232425, where the Tenant will be the sole
buyer of
electricity. The Landlord shall be obliged to provide the Tenant
with all
collaboration that can be reasonably requested, as necessary for
the
performance of this obligation of the Tenant. The Tenant shall reinvoice
to the Landlord the payments for electricity withdrawn by Further
Tenants
and Other Tenants according to the actual consumption based on reading
of
the relevant separate electrometers. However, simultaneously, the
Tenant
shall exert the best efforts to conclude agreements with Further
Tenants
and/or Other Tenants on the basis of which the Tenant will be entitled
to
reinvoice withdrawn energy directly to Further Tenants and/or, as
appropriate, Other Tenants according to their actual consumption
pursuant
to the reading of the relevant separate electrometers. The Landlord
shall
be obliged to provide the Tenant with all collaboration that can
be
reasonably requested for this activity of the Tenant.
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3.
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If
the supplies provided in relation to the lease that are used by the
Tenant
in the period from commencement of use of the Subject of the Lease
by the
Tenant to the date of their transfer pursuant to the previous paragraph
are charged to the Landlord, the Tenant shall be obliged to reimburse
the
Landlord for the charged amounts within seven (7) business days from
submission of the account by the Landlord to the
Tenant.
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4.
The
Tenant agrees to exert best efforts to conclude, as soon as possible after
the
conclusion hereof, an agreement with
the
supplier of heat, i.e. Dalkia Česká republika, a.s., with its registered office:
Xxxxxxx, 00. xxxxx 3123/152, Postal Code 709 74, Id. No.: 451 93 410, and
the supplier of water and provider of wastewater discharge services, i.e.
MORAVSKÁ VODÁRENSKÁ, a.s.,
with
its registered office: Xxxxxxx, Xxxxxxx 00, Xxxxxx Xxxx 00000, Xx. No.:
61859575, on these supplies and services for the Premises, where the Tenant
will
be the sole buyer of heat, water and wastewater discharge services. The Landlord
shall be obliged to provide the Tenant with all collaboration that can be
reasonably requested, as necessary for the performance of this obligation of
the
Tenant. The Tenant shall reinvoice the payments for water supplies, sewerage
charges and supplies of heat withdrawn by Further Tenants and/or Other Tenants
to the Landlord. However, simultaneously, the Tenant shall exert the best
efforts to conclude agreements with Further Tenants and/or Other Tenants on
the
basis of which the Tenant will be entitled to reinvoice withdrawn energy and
provided services directly to Further Tenants and/or, as appropriate, Other
Tenants. The Landlord shall be obliged to provide the Tenant with all
collaboration that can be reasonably requested for this activity of the Tenant.
The Tenant shall pay the charges for the provided telecommunication services
directly to the provider of telecommunication services.
6
VI.
1. |
The
Landlord shall be obliged to deliver the Subject of the Lease to
the
Tenant in a state allowing undisturbed use thereof by the Tenant
for the
agreed purpose. This state shall not include the modifications or
repairs
set forth in Schedule No. 9
hereof.
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2. |
The
Landlord shall be obliged to deliver the Relevant Real Estate to
the
Tenant in a state suitable for use pursuant to Art. VI (1) hereof
at the
latest on July 1, 2008.
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3. |
The
Tenant and the Landlord shall execute a protocol on delivery and
acceptance of the Subject of the Lease. Delivery of the Subject of
the
Lease by the Landlord shall be deemed to occur, cumulatively, upon
termination of the delivery process, upon execution of the protocol
on
delivery and acceptance of the Subject of the Lease by both Parties
and at
the moment when the Landlord provides the Tenant with the keys/chip
cards
to the Subject of the Lease. Fulfillment of these conditions shall
also be
deemed to constitute the commencement of actual use of the Subject
of the
Lease by the Tenant.
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4. |
In
the event that, during delivery and acceptance of the Subject of
the
Lease, the Tenant ascertains any defects in the Subject of the Lease
preventing its proper use pursuant to Art. VI (1) hereof, the Tenant
shall
not be obliged to execute the protocol on delivery and acceptance
of the
Subject of the Lease. In that case, the Landlord shall be obliged
to
remedy these defects at his own expense without undue delay, but
not later
than within 21 (twenty-one) consecutive days from the date when they
were
ascertained. Defects preventing proper use of the Subject of the
Lease
include, without limitation, all defective or incomplete work, use
of
defective material or any other material and legal defects preventing
the
Tenant from accepting the Subject of the Lease and performing the
activity
to which the Tenant is authorized, or limiting the Tenant in these
activities, i.e. particularly defects of access roads and paths;
defects
in security or fire-prevention systems; any defects in networks of
telephone lines, electrical cables, water-supply pipes, sewerage
and heat
pipes; any legal defects, such as third-party rights incompatible
with the
exercise of the lease hereunder; decisions of governmental authorities
preventing the use of the Subject of the Lease hereunder, etc. The
Tenant
represents that, prior to conclusion hereof, he has had the opportunity
to
thoroughly inspect the Subject of the Lease and become acquainted
with its
condition without any limitation whatsoever and that he has used
this
opportunity to the full extent, particularly by performing legal
and
construction-technical reviews (due diligence) of the Subject of
the
Lease, including control of its actual state, and, on the basis of
this
inspection and reviews, he has found no defects in the Subject of
the
Lease preventing its proper use pursuant to Art. VI (1) hereof, other
than
those that the Tenant has demonstrably communicated to the Landlord
prior
to conclusion hereof, together with a request for their remedy.
Simultaneously, the Tenant represents that he considers the state
of the
Subject of the Lease to be acceptable and compatible with the agreed
purpose of the lease, subject to modifications and repairs agreed
herein.
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7
5. |
If
any defects not preventing the proper use of the Subject of the Lease
are
ascertained during delivery and acceptance of the Subject of the
Lease,
the protocol on delivery and acceptance of the Subject of the Lease
must
also contain specification of a deadline agreed between the Parties,
within which the Landlord must remedy these minor
defects.
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VII.
1. |
The
Tenant shall be entitled to use the Subject of the Lease in accordance
with the purpose of the lease and in the manner stipulated by this
Contract.
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2. |
The
Tenant shall be entitled to make changes in the Subject of the Lease,
particularly construction modifications, only with the prior written
consent of the Landlord. The Landlord may not refuse this consent
without
a serious reason. Any increase in the value of the Subject of the
Lease
shall have not effect on the amount of the rent as agreed in Art.
IV (1)
hereof. The Parties agree that the costs expended by the Tenant for
modifications of the Subject of the Lease shall be depreciated within
the
Tenant’s accounts.
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3. |
With
the Landlord’s prior written consent, the Tenant shall be entitled to
carry out, at his own expense, repairs and/or construction modifications
both in the Subject of the Lease and in other parts of the Premises
that
are not part of the Subject of the Lease. However, such repairs and/or
construction modifications must not prevent the agreed exercise of
the
rights of Further Tenants and, as the case may be, Other Tenants.
If the
Tenant causes damage to the Landlord or any of Further Tenants or,
as
appropriate, Other Tenants within the performed repairs and/or
construction modifications, the Tenant shall be obliged to compensate
the
Landlord or the injured Further Tenants and/or, as appropriate, Other
Tenants for the damage incurred, including lost profits, if appropriate,
unless the injured party agrees with the Tenant that the damage shall
be
compensated by restoration.
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4. |
The
Tenant shall be obliged to pay the Monthly Rent for the use of the
Subject
of the Lease in the amount and in the manner stipulated by this Contract
duly and in time.
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5. |
Within
the scope specified in Art. III (4) and (5) hereof, the Tenant shall
be
obliged to tolerate the use of the Premises by Further Tenants and
by
Other Tenants, as they are entitled under the lease contracts and
agreements concluded with the Landlord, as well as use of the Premises
by
their employees, suppliers, clients, business partners and other
persons
visiting Further Tenants and/or Other
Tenants.
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8
6. |
The
Tenant shall be obliged to maintain the Subject of the Lease so as
to
prevent any damage thereto.
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7. |
The
Tenant shall be obliged to carry out minor repairs of the Subject
of the
Lease at his own expense. Minor repairs include, without limitation,
minor
repairs of lights, including replacement of light bulbs; repairs
of
switches and sockets; repairs of the painting; minor repairs of windows
and doors, floor coverings, terminal water-supply equipment, sanitary
equipment, heating units, etc. The Tenant shall not be obliged to
request
the prior consent of the Landlord to these minor
repairs.
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8. |
At
his own expense, the Tenant shall provide for maintenance of technical
equipment, such as the telephone switchboard, air conditioning and
all
other equipment that the Tenant has installed independent of the
Landlord.
Technical equipment installed by the Tenant that has not become part
or
accessory of the Subject of the Lease (such as production lines and
other
machines or equipment) shall remain the property of the Tenant, unless
the
Parties agree otherwise. The Tenant agrees that, in case of any,
including
early, termination of the lease, he will not request that the Landlord
reimburse any costs incurred by the Tenant for construction-technical
or
other improvements and modernization of the Subject of the Lease
(e.g.
construction modifications and repairs, reconstructions, repairs
to
distribution networks, etc.) or for any installations, construction
modifications, infrastructure or equipment that has become part or
accessory of the Subject of the Lease, unless the Parties agree otherwise
in the given case (e.g.
restoration).
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9. |
At
his own expense, the Tenant shall provide for cleaning of the Subject
of
the Lease under usual terms.
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10. |
If
defects not caused by the Tenant occur in the Subject of the Lease
during
the term of this Contract and these defects prevent the Tenant from
using
the Subject of the Lease in the manner agreed herein and if, as a
consequence of these defects or as a consequence of failure of the
Landlord to perform the obligations following from this Contract,
the
Tenant is forced to use the Subject of the Lease only to a limited
extent,
the Tenant shall be entitled to an appropriate discount on the Rent.
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9
VIII.
1. |
The
Landlord shall not be entitled to carry out any construction, i.e.
construction of new buildings or extensions to the existing buildings,
within the Premises. Furthermore, the Landlord agrees not to carry
out any
construction modifications that would interfere with the current
state of
the Premises. Furthermore, without the Tenant’s prior written consent, the
Landlord shall not be entitled, in particular, to establish any new
easements; to lease further premises, areas, properties and buildings
within the Premises to third parties; to extend the term (duration)
of
lease of other Tenants; to terminate or modify in any manner whatsoever
the lease agreements of Further Tenants; to sell, donate or exchange
the
Premises or any part thereof; to encumber the real estate within
the
Premises in any manner whatsoever, i.e. establish mortgage rights,
pre-emption rights, etc., except for those that will be established
in
favor of the Tenant.
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2. |
The
Landlord hereby expressly agrees and undertakes to allow the Tenant
to
build a gas connection and to connect it to gas supply under conditions
that will not infringe on and/or endanger the rights and justified
interests of the Landlord. The route of the contemplated gas connection,
the manner of its connection to gas supply and the conditions of
building
thereof shall be agreed by the Parties in advance. The Landlord is
prepared to provide the Tenant with all collaboration that can be
reasonably requested, as necessary for building the gas connection.
In
particular, the Landlord shall provide the Tenant with an affirmative
opinion in all proceedings pending in relation to the construction
of the
gas connection. The Landlord agrees not to make any steps aimed at
interfering with the construction of the gas connection.
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3. |
The
Landlord agrees that, at the latest by September 1, 2008, he will
provide
for clearance, and delivery to the Tenant, of the non-residential
premises
that are used within the Premises as of the date of conclusion hereof
by
XXXXXX TRADING s.r.o., Id. No.: 46577297,
a company with its registered office in Frýdek-Místek, Collo - Louky 1557,
Postal Code: 738 02, i.e.
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- hall
-
part 3, located in the building without a land-registry number - manner of
use:
manufacture, storage, on construction property lot No. 1415 - built-up area
and
courtyard, non-residential premises with an area of 576 m2;
-
hall
located in the building without a land-registry number - manner of use:
manufacture, storage, on construction property lot No. 1677/1 - built-up area
and courtyard, non-residential premises with an area of 282.1 m2;
-
compressor
hall located in the building without a land-registry number - manner of use:
manufacture, storage, on construction property lot No. 1677/1 - built-up area
and courtyard, non-residential premises with an area of 38.31 m2;
-
storage
area adjacent to a cloakroom located in the building without a land-registry
number - manner of use: manufacture, storage, on construction property lot
No.
1677/1 - built-up area and courtyard, non-residential premises with an area
of
9.22 m2;
10
-
cloakroom
located in the building without a land-registry number - manner of use:
manufacture, storage, cloakrooms, administrative activities, on construction
property lot No. 1677/1 - built-up area and courtyard, non-residential premises
with an area of 23.84 m2;
-
LV
distribution room located in the building without a land-registry number -
manner of use: manufacture, storage, on property lot No. 568/8 - other area,
non-residential premises with an area of 20.44 m2;
-
entrance
area located in the building without a land-registry number - manner of use:
manufacture, storage, entrance to property lot No. 568/8 - other area,
non-residential premises with an area of 15.51 m2;
-
office
located on the 2nd
floor
above the cloakroom in the building without a land-registry number - manner
of
use: manufacture, storage, cloakrooms, administrative activities, on property
lot No. 568/8 - other area, non-residential premises with an area of 23.92
m2;
-
corridor
located on the 2nd
floor
above the storage area in the building without a land-registry number - manner
of use: manufacture, storage, on property lot No. 568/8 - other area,
non-residential premises with an area of 9.22 m2;
-
storage
area II. located on the 2nd
floor
above the storage area and the compressor hall in the building without a
land-registry number - manner of use: manufacture, storage, on property lot
No.
568/8 - other area, non-residential premises with an area of 134.01
m2;
as
these
premises are marked in pink color in Schedule No. 6 hereof and
graphically delimited in image No. 2799 which is attached to this Contract
as
its Schedule No. 3 (hereinafter the “Soap
Production Premises”).
The
Landlord declares that he will take all steps that can be reasonably requested,
as necessary to terminate the lease and clear the Soap Production Premises
as
early as possible before September 1, 2008. The Landlord shall notify the Tenant
at least once a week, from July 1, 2008, of fundamental steps taken to terminate
(the lease - trans.) and clear the Soap Production Premises.
4. |
The
obligation of the Landlord pursuant to Art. VIII (3) hereof, i.e.
provision for clearance and delivery of the Soap Production Premises
to
the Tenant at the latest by September 1, 2008, shall be subject to
due and
timely performance of the Tenant’s obligations set forth in Art. IV (5)
hereof (i.e. payment of the advance on future payments of the Rent
in the
amount of CZK 4,000,000.00 to the Landlord at the latest by May 29,
2008).
The Tenant represents that he is aware of this precondition and,
if it is
not fulfilled, he will not request that the Landlord perform, duly
and in
time, the Landlord’s obligation pursuant to Art. VIII (3) hereof, nor will
he claim any penalties or indemnification (particularly pursuant
to Art.
IX hereof) in the event that the Landlord does not perform his obligation
pursuant to Art. VIII (3) hereof duly and in time as a consequence
of
non-fulfillment of this
precondition.
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5. |
The
Landlord agrees that, within the deadlines set forth in the column
entitled “Sendio’s right to enter” in Schedule No. 5 hereof, he
will provide for clearance of the non-residential premises, buildings,
properties, parking areas, roads and other areas within the Premises
that
are leased to Other Tenants as of the date of conclusion hereof.
The
provisions of Art. XII (3) hereof shall apply to aspects not specified
above.
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11
IX.
1. |
If
the Landlord breaches his obligation following from Art. VIII (3)
hereof,
the Tenant shall be entitled to:
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(i)
|
withdraw
from this Contract, with effect as of the date of delivery of the
Tenant’s
notice of withdrawal from this Contract to the Landlord
and/or
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(ii)
|
request,
as of September 8, 2008, a contractual fine for delay with delivery
of the
Soap Production Premises where, if the Soap Production Premises are
not
delivered by September 8, 2008, the Tenant shall be entitled to a
contractual fine in the amount of CZK 100,000.00 (in words: one hundred
thousand Czech crowns) for each calendar day of such delay commencing
on
September 9, 2008, where the total amount of the thus-agreed contractual
fine may not exceed CZK 4,000,000.00 (in words: four million Czech
crowns)
and/or
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(iii)
|
claim
indemnification exceeding the amount of the contractual fine pursuant
to
subparagraph (ii) above, whose amount may not exceed CZK 8,000,000.00
(in
words: eight million Czech crowns), reduced by the paid contractual
fine
pursuant to Art. IX (1) (ii)
hereof,
|
where
the
Tenant shall be entitled to enforce his claims following from this Article
at
the latest by June 30, 2009; otherwise, his claims under this Article shall
expire.
2.
|
The
Parties have agreed that the Contractual Fine pursuant to Art. IX
(1) (ii)
shall be payable, at the latest, within 10 (ten) calendar days of
the date
of delivery of the account of the contractual fine by the Tenant
to the
Landlord. If the Landlord demonstrably refuses to accept the account
of
the contractual fine, it shall hold that the account of the contractual
fine was delivered by the Tenant to the Landlord on the date of the
refusal.
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X.
If
the
Tenant is in delay with any payment of the Monthly Rent pursuant to Art. IV
(2)
hereof for a period exceeding 1 (one) calendar month, the Landlord shall be
entitled, having previously notified the Tenant in writing with a request for
payment of the relevant Monthly Rent within three (3) business days, which
request has not been satisfied, to terminate this Contract by written notice.
The Parties agree on a period of notice equal to 3 (three) months which shall
commence on the first day of the month following after delivery of the notice
to
the Tenant. Furthermore, the Landlord shall be entitled to claim against the
Tenant a contractual fine in the amount of CZK 400,000.00 (in words: four
hundred thousand Czech crowns) for each case of such delay. This provision
shall
in no way prejudice the rights of the Landlord pursuant to Section 9 (2) of
Act
No. 116/1990 Coll., on lease and sublease of non-residential premises, as
amended, or the Landlord’s claim for default interest.
12
XI..
1.
|
This
Contract is concluded for a fixed term of 1 (one) calendar year from
July
1, 2008 (to June 30, 2009). The Parties agree that Section 676 (2)
of the
Civil Code and Section 9 (3) (a) of Act No. 116/1990 Coll., on lease
and
sublease of non-residential premises, as amended, shall not apply
during
this term.
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2.
|
If
the purchase agreement on which the Parties are negotiating at the
time of
conclusion hereof (as described in more detail in Art. XV (4) hereof)
does
not come into effect by July 1, 2009 for reasons attributable exclusively
to the Landlord, which shall mean, for the purposes of this
Contract:
|
(i) |
breach
of the Landlord’s obligations following from the second and third
sentences of Art. VIII (1) and/or
|
(ii) |
death
of the Landlord or deprivation of the Landlord of legal
capacity,
|
the
term
of the lease pursuant to Art. XI (1) hereof shall be automatically extended
to
December 31, 2015; during the thus-extended term of the lease, the Tenant shall
be entitled to terminate this Contract. In that case, the Parties agree on
a
period of notice equal to 3 (three) months which shall commence on the first
day
of the month following after delivery of the notice by the Tenant to the
Landlord. Furthermore, the Parties explicitly agree that the lease extended
pursuant to this paragraph shall be governed by the terms and conditions
stipulated herein.
3.
|
If
a purchase agreement (as defined in Art. XV (4) hereof) is not concluded
between the Parties for any reason other than that specified in Art.
XI
(2) hereof by September 30, 2008, this Contract shall cease to be
valid
and effective on June 30, 2009.
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13
Tenant’s
Right to Conclude Lease Contracts for Other Parts of the
Premises
1. |
The
Tenant represents that he intends, during the term of the lease hereunder,
to gradually extend the Subject of the Lease to include all parts
of the
Premises that are not included in the Subject of the Lease as of
the date
of conclusion hereof, except for the parts of the Premises leased
to
Further Tenants. The gradual extension of the Subject of the Lease
pursuant to this Art. XII shall be effected by means of conclusion
of
individual amendments between the Landlord and the Tenant from time
to
time. The sample wording of an amendment, excluding annexes, is attached
to this Contract as its Schedule No. 7.
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2. |
The
Landlord represents that Schedule No. 5 hereof contains the final,
complete and up-to-date list of all Other Tenants of the Premises.
Simultaneously, inter
alia,
for each individual Other Tenant, Schedule No. 5 hereof specifies
the date of termination of his lease contract or agreement, on the
basis
of which each individual Other Tenant rents a certain part of the
Premises
(in Schedule No. 5 hereof, in the column “Notice of termination as
of”) and the date by which the relevant Other Tenant must clear the
rented
parts of the Premises (in Schedule No. 5 hereof, in the column
“Sendio’s right to enter”). The Landlord represents that the all
information on Other Tenants set forth in Schedule No. 5 hereof is
accurate and complete.
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3. |
Unless
the Parties agree otherwise, they agree to conclude numbered amendments
to
this Contract, whereby they will extend the Subject of the Lease
to
include parts of the premises that are rented by Other Tenants, as
follows:
|
(i)
|
each
individual amendment shall be concluded by the Parties on the first
business day following after the date set forth with respect to the
relevant Other Tenant, by whose premises the Subject of the Lease
will be
extended, in the column entitled “Notice of termination as of” in
Schedule No. 5 hereof;
|
(ii) |
the
date immediately following after the date set forth for the relevant
Other
Tenant in the column entitled “Sendio’s right to enter” in Schedule No.
5 hereof shall be the date (of commencement - trans.) of use of
the
new parts of the Subject of the Lease, which shall be specified in
each
relevant amendment to this
Contract.
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4. |
The
individual amendments concluded pursuant to Art. XII (3) hereof shall
be
numbered and shall contain, as an annex, a plan indicating the
specification and location of the relevant part of the Premises,
by which
the Subject of the Lease will be extended. Each individual amendment
must
be executed by both Parties and shall come into effect on the date
of its
conclusion.
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XIII.
The
Tenant shall be entitled to sublease the Subject of the Lease only with the
prior written consent of the Landlord. The Landlord agrees not to refuse the
consent to the conclusion of the sublease contract without a serious reason.
14
XIV.
1. |
The
Landlord shall be obliged to have a valid insurance policy for the
Premises, including property insurance and other usual insurances
(e.g.
insurance against natural disasters). In case of an insurance event,
the
Landlord agrees to minimize the impact of this event on the Tenant
and to
ensure, as soon as possible, that the Tenant is again able to duly
exercise his rights following from the laws and this Contract.
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2. |
At
the latest within 30 days of the date of conclusion hereof, the Tenant
shall be obliged to conclude an insurance covering his liability
for
damage incurred by third-persons, including the Landlord, including
any
and all damage to the Premises, and to maintain this insurance within
the
specified scope valid during the entire term of the lease hereunder.
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XV.
1. |
The
Landlord represents that, prior to conclusion hereof, he has allowed
the
Tenant to enter the premises designated as hall 2 [2H], with an area
of
576 m², in image No. 2799, which is attached to this Contract as its
Schedule No. 3, in order to allow the Tenant to remove the current
floor, construct a drainage system and lay a new floor on these premises.
The Landlord expressly represents that he hereby gives the Tenant
consent
to the performance of modifications and repairs specified in this
paragraph.
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2. |
The
list of all modifications, including specification of the premises
where
the relevant modifications will be performed by the Tenant, to which
the
Landlord gives its express consent to the Tenant as of the date of
conclusion hereof, is attached to this Contract as its Schedule No.
9.
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3. |
The
Parties agree that any and all contractual fines and damages may
be
mutually set-off, unless the Parties agree otherwise. The Parties
expressly exclude the possibility of set-off against the
Rent.
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4.
|
The
Parties represent that, in addition to this Lease Contract, they
are
simultaneously negotiating on the conclusion of a purchase agreement
providing for the transfer of the ownership title to the Premises
(purchase and sale), not encumbered by any third-party rights, except
for
the mortgage right established in favor of the Tenant, from the Landlord
to the Tenant. This purchase agreement is to come into effect on
July 1,
2009. The Parties agree that, if the purchase agreement is concluded
between them, the advance on future payments of the Rent in the amount
of
CZK 4,000,000.00 pursuant to Art. IV (5) hereof shall become an advance
on
the purchase price, or first installment on the purchase price, for
sale
of the Premises under the aforementioned purchase agreement. In order
to
avoid any doubt, the Parties agree that, upon conclusion (validity)
of the
aforementioned purchase agreement, Art. IV (5) hereof shall cease
to be
valid and effective and the Parties shall consider the paid advance
on
future payments of the Rent in the amount of CZK 4,000,000.00 pursuant
to
Art. IV (5) hereof to be an advance on the purchase price, or first
installment on the purchase price, for the sale of the Premises under
the
aforementioned purchase agreement within the meaning of Section 498
of the
Civil Code. The obligation of the Tenant to pay the Landlord regular
monthly rent up to the time of the purchase under the aforementioned
purchase agreement comes into effect shall be in no way prejudiced
by this
provision.
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15
5.
|
The
Tenant agrees to notify the Landlord, without undue delay, of any
change
in the structure of the shareholders of the Tenant (i.e. the shareholders
of SENDIO s.r.o.). If the entity controlling the Tenant changes during
the
term of the lease and the new controlling person does not belong
to the
same business group to which the Tenant belongs as of the date of
conclusion hereof, the Landlord shall be entitled to terminate this
Contract. The Parties agree on a period of notice equal to 6 (six)
months
which shall commence on the first day of the month following after
delivery of the notice by the Landlord to the
Tenant.
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6.
|
The
Parties agree to act in good faith and take all steps that can be
reasonably required so that the purchase agreement set forth in Art.
XV
(5) hereof is validly concluded by July 16,
2008.
|
XVI.
1. |
This
Contract comes into force upon its execution by both Parties and
comes
into effect also upon its execution, except for cases where a later
date
is set for the arising of a right or obligation. In addition to the
amendments set forth in Art. XII (3) and (4) hereof, this Contract
may be
modified only by consecutively numbered written amendments executed
by
both Parties.
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2. |
This
Contract contains the entire agreement of the Parties with respect
to the
lease and use of the Subject of the Lease by the Tenant and no other
contract, agreement, declaration or covenant made by any of the Parties
that is not contained herein shall be binding on the Parties in relation
to the subject of this Contract. This Contract cancels and replaces
all
previous contracts, agreements, declarations or covenants made by
any of
the Parties prior to the conclusion hereof. Article headings are
included
for convenience of reference only and shall in no respect whatsoever
serve
for interpretation of the terms and provisions hereof.
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16
3. |
The
Parties shall be obliged to maintain confidentiality of the terms
and
conditions hereof and of information which they obtained during its
negotiation, unless disclosure thereof is required by a law or some
other
generally binding regulation.
|
4. |
The
claims of the Parties to payment of the contractual fine, damages
and
default interest, as well as their obligation to maintain confidentiality,
shall not expire upon withdrawal from this Contract, its termination,
canceling or other expiry.
|
5. |
This
Contract shall be governed by the applicable provisions on lease
agreement
stipulated by Act No. 40/1964 Coll., the Civil Code, as amended,
and Act
No. 116/1990 Coll., on lease and sublease of non-residential premises,
as
amended.
|
6. |
This
Contract has been drawn up in two (2) counterparts where each Party
shall obtain one (1) counterpart.
|
7. |
The
following schedules constitute an integral part of this
Contract:
|
Schedule
No. 1 - up-to-date extract from the Land Registry, Title Sheet No.
2978
Schedule
No. 2 - up-to-date extract from the Commercial Register for the
Tenant
Schedule
No. 3 - graphic delimitation of the Subject of the Lease (images No. 2799 and
No. 2723)
Schedule
No. 4 - delimitation of the premises of Further Tenants (marked in green
color)
Schedule
No. 5 - list of Other Tenants (marked in yellow color)
Schedule
No. 6 - delimitation of the Soap Production Premises (marked in pink
color)
Schedule
No. 7 - sample wording of an amendment without annexes
Schedule
No. 8 - schedule of Rent
Schedule
No. 9 - list of modifications approved by the Landlord
Schedule
No. 10 - graphic delimitation of the Premises
8. |
The
Parties declare that they have read the Contract prior to its execution,
that they conclude it seriously, definitely and comprehensibly, based
on
their free will and not under unfavorable terms and conditions. In
witness
thereof, they affix their
signatures.
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Prague,
May 28, 2008
|
||
Tenant
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17