EXHIBIT 10.42
TENANCY AGREEMENT
FOR INDUSTRIAL PREMISES
BETWEEN
JORENT TECHNO GmbH
XXXX-XXXXX-XXXXXXX 0
00000 XXXX
(AS LANDLORD)
AND
XXXXXX-PRI AUTOMATION (GERMANY) GmbH
GOSCHWITZER XXXXXXX 00
00000 XXXX
(XX XXXXXX)
THE FOLLOWING TENANCY AGREEMENT IS ENTERED INTO:
Owner of the let property is LEUTRA SAALE Gewerbegrundstucksgesellschaft mbH &
Co. KG, Xxxx-Xxxxx-Xxxxxxx 0 in 07743 Jena. JORENT Techno GmbH is the general
tenant of the property and as such is authorised to let the rental property to
the Tenant.
RENTAL PROPERTY: HALL 1/2
XXXXXX-XXXX-XXXXXXX 0 XX 00000 JENA
(INDUSTRIAL AREAS)
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CLAUSE 1 RENTAL PROPERTY
(1) The rental property comprises the areas marked in colour in the floor
plans of Hall 1 attached to this Tenancy Agreement as APPENDIX 1 and
APPENDIX 2, for a
TOTAL AREA OF 1,113 m(2)
(2) The net floor space of the hall, ignoring the separating areas, is
applicable for the purposes of determining the rent and the allocation
of operating and management expenses.
Any divergence of the stated areas in m(2) up to 3% from the actual
situation shall not be grounds for entitlement to change the rent,
either for the Landlord or for the Tenant. In the event of divergence
greater than 3%, the rent shall be re-calculated in accordance with the
actual situation.
(3) The Tenant shall take over the rented premises in their present state.
All further building work required for the purpose of the rental is the
Tenant's responsibility. In this respect the Tenant is obliged to
inform the Landlord, to the extent required by the construction
procedures, of decisions, planning documentation and other
specifications that are necessary or expedient for its building work,
or to provide these to the Landlord, in sufficient time that the
construction procedure is not hindered.
This shall apply accordingly to the extent that, after or during the
extension work to be carried out by the Landlord, further construction
work is to be carried out by the Landlord in order to finish the rental
property and/or the overall building work, for carrying out the
construction work itself on the Tenant's side. To the extent that the
Landlord is hindered in this respect by the Tenant through omission, or
co-operation that is not provided in due time, this must be notified by
the Landlord to the Tenant in writing. Hindrances resulting from
omission, or from co-operation that is not provided in due time, shall
not, if applicable, lead to a corresponding postponement of the start
of the rental period as defined in Clause 3 (1) of this Agreement, if
the Landlord has notified the hindrances to the Tenant in writing.
In addition, the Tenant shall assume as required all the costs for
official applications, approvals and charges associated with its own
building work.
Additional keys for the rented premises and/or communal areas may not
be made without the written consent of the Landlord. Additional keys
are to be handed over to the Landlord at the end of the rental period.
The Landlord shall not be liable to reimburse the cost of making the
keys when they are handed over.
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CLAUSE 2 PURPOSE OF THE RENTAL
(1) The rental property shall be let to the Tenant for operation as the
following trade:
OFFICE, ASSEMBLY AND STORAGE AREA
(2) The rental property may only be used for the contractually agreed
purpose. Any change to the usage type during the period of the
contractual relationship shall be notified to the Landlord by
registered letter and requires the prior approval of the Landlord.
(3) On the part of the Tenant, no explosive materials may be stored or
processed, and no activities may be carried out that in any way involve
an increase in the insurance risk for the rental property, and/or
contravene official regulations.
(4) To the extent that the Landlord has opted for sales tax, the Tenant is
obliged to use the rental property exclusively for generating turnover
subject to sales tax (Section 9 (2) UStG [Sales Tax Act]) within the
scope of its business operations. These obligations also apply in the
event of any permitted sub-letting or transfer to third parties for
use.
CLAUSE 3 RENTAL PERIOD / TERMINATION
(1) The tenancy shall commence on 1 MAY 2003.
(2) The tenancy is for an indefinite period. The parties to the agreement
may terminate the tenancy with a period of notice of 6 MONTHS TO THE
END OF A QUARTER.
(3) Notice of termination must be served by registered letter, with the
declaration being received by the other party by the third working day
of the first month of the period of notice at the latest. Application
of Section 545 BGB [German Civil Code] is excluded.
(4) The Landlord may terminate the Tenancy Agreement with immediate effect
without observing a period of notice, if major cause exists; in
particular if, after written reminder by the Landlord, any of the
following conditions apply: the Tenant is in
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arrears with payment of the rent or ancillary charges for more than two
months to an amount exceeding two month's rent; bankruptcy or
composition proceedings are initiated on the Tenant's assets, or
rejected due to lack of assets; the Tenant continues a use of the
rental property that is contrary to contract, despite a written
reminder by the Landlord, or does not use it for the agreed purpose;
the Tenant infringes the Landlord's rights to a substantial extent, in
particular by transferring the rental property without permission to a
third party, in whole or in part; or significantly compromises the
rental property or the building through usage contrary to contract or
neglect of the care which it (the Tenant) owes; or if the Tenant
breaches its obligations culpably and to such an extent that it is no
longer reasonable for the Landlord to accept continuation of the
tenancy.
This is without prejudice to statutory provisions concerning the right
to extraordinary termination.
(5) In the event of termination of the Agreement under paragraph (4), the
Tenant shall be liable for the whole or partial loss of the rent,
ancillary charges and other payments agreed under this contract. This
shall apply in particular if the rental property remains unoccupied or
has to be rented out more cheaply after the Tenant leaves until the end
of the agreed rental period. In such a case the Tenant cannot argue
that the next tenant is prepared to conclude a new tenancy agreement if
the Landlord is not willing to enter into a contract with the latter
for logical objective reasons. This is without prejudice to further
claims for compensation on the part of the Landlord.
CLAUSE 4 RENT
(1) The rent for the rental areas as defined in Clause 1 (1) is initially:
From 1 May 2003, the monthly basic net
rent is:
For the overall rental area.................. 1,113m(2) = 15,300 EUR
Net amount................................... 15,300 EUR
Plus VAT, currently 16%...................... 2,448 EUR
Gross rent................................... 17,748 EUR
The following agreements are also made:
By agreement with and on the request of the Tenant, and with due
consideration of
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delivery deadlines, approval periods, etc., the Landlord shall provide
the following services promptly after receiving the Agreement signed by
the Tenant:
1. Extension of the existing air-conditioning system by the
addition of appropriate humidification. Cost shall be borne by the
Landlord without allocation to the rent.
2. Extension of the existing air-conditioning system in the
clean-room area by 100 KW on the basis of the quotation from the
Xxxxxxxxx company dated 8 July 2003. The Landlord shall finance the
cost of approx. EUR 100,000 in advance.
3. Commissioning the work required on the electrical system in
order to meet the conditions to extend the air-conditioning system to
200 KW if required. The Landlord shall finance the cost of approx. EUR
40,000 in advance.
4. The Xxxxxx company shall pay 40% of the basic rent of EUR
15,300 net plus VAT as stated in Clause 4(1) until completion of the
technical equipping of the clean-room areas in accordance with points
1. to 3. above, with retro-active effect to the start of the
Tenancy
Agreement.
5. After completion of the work specified under points 2. and 3.,
the total cost (maximum EUR 150,000) shall be apportioned to the rent
in monthly instalments over a period of 10 years. Once the total cost
has been submitted, an amendment to the
Tenancy Agreement shall be
prepared with the exact figures.
6. In the event that the Agreement terminates prior to the end of
10 years after the start of the apportionment for reasons that the
Landlord is not responsible for (e.g. termination without notice as a
result of rent arrears), the residual amount of the investment, plus
the costs for installation of the humidification of approx. EUR 25,000,
which had not been financed via the monthly instalments, shall become
due at the end of the Agreement in one lump-sum.
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From 1 May 2003, the monthly net payment on account for operating expenses is:
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For the overall rental area under Clause 5 (3) currently 1,113 m(2) = 3,979.50 EUR
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Plus VAT, currently 16% 636.72 EUR
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Gross payment on account 4,616.22 EUR
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(2) If the Consumer Price Index for Germany (basis in 2000 = 100 points),
as officially determined and published by the Federal Office of
Statistics for the Federal Republic of Germany, changes overall by 5%
or more in comparison with the level at the time of concluding the
Agreement, each party to the contract has a right to adjustment of
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the rent in the same percentage proportion. This change shall be
effective from the month in which 5% and more has been reached.
If the parties to the contract do not reach agreement within 2 months
from assertion of the demand for adjustment, the adjusted amount can be
determined by the Landlord at its discretion within the scope of legal
admissibility under Section 315 BGB [German Civil Code].
(3) If the rent is adjusted as a result of the above index clause, the
clause shall apply again in accordance with the provisions of the
previous paragraph and the rent is to be re-adjusted accordingly as
soon as the above-mentioned cost-of-living index changes again by at
least 5%.
(4) The Landlord (in the case of an increase in rent) or the Tenant (in the
case of a reduction) must inform the other party of this change by
submitting a statement. If this is not done immediately, it does not
mean that the adjustment has been waived. The Tenant does not come into
arrears with payment of the increased amounts, however, and the
Landlord does not come into arrears with refunding the reduced amounts,
until receipt of the respective statement.
(5) If the indexing arrangement as set forth in paragraph (2) is replaced
by a new one during the term of the Agreement, it will be necessary to
transfer to a new original arrangement. The time of the transition is
the month from which the Euro amount of the index trend was adjusted
for the last time. Payment obligations from the past are to be
considered completed; the amounts of money paid shall not be
re-calculated with retro-active effect once again because of new
arrangements for the index.
CLAUSE 5 OPERATING AND MANAGEMENT EXPENSES
(1) Operating and management expenses incurred by the Landlord through the
intended use of the rental property described in Clause 1 (1) are to be
borne pro rata by the Tenant, in particular including the expenditure
formulated in Appendix 3 to Clause 27 of the II Charging Regulation, to
the extent that they are actually incurred in the rental property, for:
a) the on-going public charges on the land, especially the tax on
real estate,
b) the cost of the water supply,
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c) the cost of drainage,
d) the cost of operating the central heating system in the hall,
including the flue gas system; operating the central fuel supply
system; the self-contained commercial supply of heat, cleaning and
maintaining self-contained central heating,
e) the cost of operating the central water supply system based on
consumption as measured,
f) the cost of interconnected heating and warm-water supply
systems,
g) the cost of operating mechanical passenger lifts and goods
lifts,
h) the cost of street-cleaning and the cost of clearing snow and
ice in winter,
i) the cost of cleaning the building and of disinfestation,
j) the cost of maintaining external facilities,
k) the cost of power supply, e.g. lighting, power current,
l) the cost of chimney-cleaning, unless covered by points d; e;
f,
m) the cost of property insurance and liability insurance for the
building,
n) the cost of caretaker services,
o) the cost of operating the communal antenna system or a cable
connection,
p) the cost of operating and maintaining the technical
facilities,
q) the cost of security services, and the cost of property
management,
r) other operating costs, e.g.:
- gutter cleaning
- maintaining and operating the fire alarm system
- maintaining fire extinguishers
(checking / changing the extinguishing material)
- maintaining and inspecting lightning conductor systems
as well as the pro rata costs of the maintenance and repair work to be
carried out by the Landlord outside the rental property in accordance
with Clause 8 (4).
The Tenant shall enter into contracts directly with utility companies
for the supply / disposal of water / sewage and heating.
The expenses incurred in the rental premises for telephone, cleaning
and other services are to be regulated by contract between the Tenant
and the service providers, and settled directly with the latter.
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(2) To the extent that operating and management expenses are not borne
directly by the Tenant, the Tenant shall make a reasonable monthly
payment on account for the operating and management expenses, set by
the Landlord at its discretion. The Landlord shall issue a statement
covering these expenses six months after a statement period at the
latest. The Tenant is entitled to inspect the documents on which the
statement is based and to make copies of these documents, or to request
them from the Landlord at its own expense. The Tenant is entitled to
assert objections in writing within a time limit of four weeks after
receipt of the statement. Any additional payments or over-payments are
to be settled within eight weeks by the Tenant (after receipt of the
statement) or by the Landlord (after issue of the statement). The
statement period is deemed to be the calendar year.
(3) The Landlord has the right and the duty to adjust appropriately the
amount of the payment on account at its own discretion while taking
into account the expenses that are actually incurred and settled after
each annual statement; in the event of extraordinary rises in
particular cost types with the corresponding impact on the overall
costs, or if new public levies are introduced, the Landlord is also
entitled to adjustment during a statement period with effect to the
first day of the month following the increase, although in any case
after 30 days with prior announcement. The Landlord is entitled, at any
time and even with effect for the statement period that is current at
the time, to establish at its discretion a new distribution method for
the operating costs (in whole or for individual cost types), provided
this is appropriate.
CLAUSE 6 DUE DATE ARRANGEMENTS, PAYMENT AND ARREARS OF PAYMENT
(1) The rent, including the payment on account for the operating and
management expenses plus sales tax (VAT), is due for payment monthly in
advance, exempt from charges, by the third working day of each month at
the latest, to the account indicated by the Landlord. At the start of
the rental, this account is:
Account No.: 41 53 863
c/o HypoVereinsbank Jena
Sort Code: 830 200 87
(2) If the Tenant gets into arrears with payment of the rent or the payment
on account for the operating and management expenses, it shall be
obliged to pay default interest of
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4% above the prevailing base rate of interest with the payment that is
next due to the Landlord.
CLAUSE 7 PROVISION OF A SECURITY
(1) The Tenant shall provide an interest-bearing deposit of two months'
rent including payment on account for operating costs plus VAT for the
purpose of covering all of the Landlord's claims arising from this
Agreement. The deposit can also be provided in the form of an
indefinite, unconditional and directly enforceable bank guarantee, at
the Tenant's option.
The deposit is to be increased in the same percentage as the rent as
agreed in Clause 4 of this Agreement and/or the payments on account for
operating and management expenses as determined. If the rent and/or
operating expenses change, the Tenant must top up the security payment
in the way indicated above, as soon as the amount to be added is at
least EUR 250.
(2) Offsetting on the part of the Tenant using the claim for repayment
arising from the deposit against accounts receivable by the Landlord
during the rental period is excluded.
(3) The Landlord can settle its due claims from the deposit after informing
the Tenant in advance even during the tenancy. In this circumstance the
Tenant is obliged to increase the deposit total back to the original
amount within four weeks after written demand by the Landlord.
(4) The Landlord must hand over the deposit / guarantee to the Tenant
immediately after ending of the tenancy, if and to the extent that the
Tenant has met all the claims of the Landlord arising from this
Agreement.
CLAUSE 8 STATE OF THE RENTED PREMISES / MAINTENANCE OF THE RENTAL PROPERTY
(1) The Tenant makes use of the rental property, i.e. the rental property
is in a state suitable for the contractually agreed purpose and is free
of defects that nullify or reduce the value of the rental property or
its suitability for the contractually agreed purpose.
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(2) The handover took place at the time of a joint inspection by the
parties. On signing the handover certificate, the Tenant has
acknowledged the condition of the rental property as specified in the
contract.
The Tenant must tolerate adverse effects arising from remaining work or
other construction work relating to completion of the building as part
of the overall project. These adverse effects do not entitle the Tenant
to a reduction in rent.
(3) The Tenant is obliged to treat the rental property with care. The
maintenance and repair of the rental property caused by use as
specified must be performed by the Tenant up to EUR 150.00 in a single
case in the case of minor repairs, up to a maximum amount of EUR
1,500.00 per year, plus the prevailing sales tax (VAT). This maximum
amount is subject to the provision agreed in Clause 4 (3) on altering
the rent. The Tenant's obligation to repair does not include parts of
the exterior shell, repair work to the roof and the building's service
pipes. Redecorating is to be carried out professionally at appropriate
intervals using materials that correspond to the standard of the rental
property. If the rented areas or any communal facilities are destroyed
or damaged, in whole or in part, through design errors in the
supporting building parts, fire, explosion, lightning, storm, force
majeure, war or other events, this
Tenancy Agreement shall lapse after
the Landlord has declared that it will not re-build within 3 months.
The Landlord undertakes to issue this declaration within 2 weeks after
the loss has arisen. If it is no longer possible to use the damaged or
destroyed premises or areas as per the contract, the Tenant's
obligation to pay the rent shall cease from the date of the loss event.
(4) The Tenant shall notify the Landlord promptly of damage to the rental
property. The Tenant shall be liable to pay compensation for loss
caused through not notifying in tune. Maintenance and repair of the
roads outside the rental property are the Landlord's responsibility,
which can require reimbursement of the expenses incurred in this
respect in the context of the statement on the operating and management
expenses pro rata from the Tenant subject to the provisions of Clause 5
(2).
(5) Substantial alterations to and in the rented premises by the Tenant, in
particular conversions and fixtures, installations, etc., may only be
undertaken by the Tenant with the prior consent of the Landlord.
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(6) The Landlord may make improvements and constructional alterations which
become necessary for the maintenance or extension of the building or
rental property or to prevent imminent hazards or repair damage, even
without the consent of the Tenant. Nonetheless, while carrying out the
work required for this purpose, the operational procedures and the
interests of the Tenant are to be taken into consideration and the
Landlord must co-ordinate the relevant measures with the Tenant. This
also applies to work and building that, although not necessary, are
expedient to carry out. The Landlord must in any case notify the Tenant
about the nature and scope of the proposed work in writing in good time
prior to the work being carried out.
To the extent that the Tenant must tolerate the corresponding work, it
can neither reduce the rent nor demand compensation nor exercise a
right of retention. The Tenant shall only be entitled to these rights
if, as a result of the measures, it is only possible to make restricted
use of the rental property or parts thereof.
(7) The Landlord is entitled to enter the rental property at any time for
major cause, otherwise during normal business hours. If possible, the
Landlord must inform the contact person designated by the Tenant in
advance of its visit.
CLAUSE 9 WARRANTY AND LIABILITY
INSURANCE OF THE TENANT'S OBJECTS BROUGHT INTO THE PROPERTY
(1) The Tenant is barred from asserting warranty rights arising from a
defect in the rental property or due to delay by the Landlord in
remedying a defect, provided the defect was not caused by the Landlord
intentionally or with gross negligence. This is without prejudice to
the Tenant's claim for remedying the defect.
(2) The Tenant shall be liable for damage to the rental property, its
fittings, facilities and installations, the communal areas of the
building and all the facilities belonging to the building by itself,
its employees, any sub-tenants, customers and suppliers. This shall
apply in particular for any impairment of the rental property through
setting up equipment or through storing items. The Tenant is
responsible for proving that culpable conduct was not involved.
(3) The Tenant must deduct any amounts that it receives from insurance
payments, or could have received on taking out the appropriate
insurance agreements, from any loss or claims for compensation.
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(4) If the Landlord should sell the rental property or the entire building
in the future, the application of Section 566 (2) BGB [German Civil
Code] is excluded.
(5) The Landlord shall take out the normal buildings insurance policies,
which shall not cover fixtures and extensions on the part of the
Tenant. The Tenant shall bear the appropriate cost of a higher level of
insurance by the Landlord, if requested by the Tenant.
(6) The Tenant is not entitled to either compensation or rent reduction in
the event of failure of the Landlord's services agreed in this contract
as a result of strike, force majeure and other reasons that the
Landlord cannot avert. This applies in particular to the failure of
water, electricity, fuel, etc., and the consequences thereof. The
external actions of third parties, e.g. traffic diversions,
excavations, road blockages, noise/smell/dust pollution or similar, are
not grounds, irrespective of the extent, for a deficiency in the rental
property, provided they are not the responsibility of the Landlord.
(7) It is the Tenant's responsibility to insure the Tenant's objects
brought into the property. The Landlord shall not be liable for loss or
damage to these objects brought into the property, regardless of the
reason for the loss, unless the Tenant proves that the Landlord has
culpably caused the loss or damage.
(8) Loss of keys is to be notified immediately to the management or the
Landlord. If a central locking system is installed in the property, the
Landlord can demand restoration of the full functionality of the
central locking system. The costs incurred shall be charged to the
Tenant.
CLAUSE 10 OFFSETTING / RIGHTS OF RETENTION
The Tenant may only offset against claims for rent that is due, and claims
arising from payments on account of operating and management expenses, using
those counter-claims that are undisputed or established with legal force. The
assertion of retention rights, and rights to withhold performance, are excluded
unless they are based on counter-claims that are undisputed or established with
legal force.
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CLAUSE 11 SETTING UP MACHINERY, PROVISION AND USE OF HEATING, VENTILATION,
ELECTRICITY AND OTHER SERVICES
(1) Prior to setting up machinery and equipment in the rented premises, the
Tenant must enquire about the permitted load on the ceilings from the
Landlord and obtain the latter's permission for installation. If, as a
result of exceeding this permissible limit on the load, the Tenant or
Landlord or a third parry sustains any injury or loss, the Tenant shall
be solely responsible and liable to pay compensation.
(2) Furthermore, the machinery and equipment must be removed at the request
of the Landlord if adverse effects on the property become apparent,
e.g. through cracks in the walls resulting from shaking.
(3) The basic heating system and/or the air-conditioning system shall be
kept running during the normal operating period depending on the
requirements of the tenants as a whole. Air-conditioning systems (if
present) shall be operated throughout the year. DIN stipulations shall
apply to the room temperature. If a tenant does not make any use of the
heating etc., this shall not provide exemption from the obligation to
share in the costs.
(4) The existing mains networks for electricity (including any existing
cabling for phone, data and antenna), gas, water and heating etc. may
only be used by the Tenant to an extent that does not cause an overload
of the existing facilities. The Tenant can cover its additional needs
by expanding the supply lines at its own expense, with the prior
written consent of the Landlord. Re-locating any other mains networks
within the rental property or building also requires the written
consent of the Landlord.
(5) In the event of disruption or damage to the supply lines, the Tenant
must ensure that they are switched off immediately and must inform the
Landlord. In the event of danger in delay, the Tenant itself is obliged
to ensure removal of the immediate hazard at once. The Landlord shall
arrange for further clearance of the damage unless the Tenant is
responsible for maintenance and repair under this Agreement. If this is
not the case, the Landlord must also bear the cost of immediate removal
of the hazard.
For the purpose of preventing exceptional potential dangers outside
normal working hours, the Tenant shall designate a responsible contact
person for the Landlord and
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make the necessary additions in good time, or whether and under what
circumstances the Landlord is granted access to the rented premises
with the required disaster staff.
(6) Waste from the Tenant's trade activities (provided it does not involve
office waste and bulky waste) may not be tipped into the rubbish bins
provided by the Landlord for general use, but must be removed by the
Tenant itself. Ordinary waste is to be reduced to small pieces and
emptied into the containers provided. If there are facilities to
dispose of the waste according to different types, e.g. used paper,
cardboard boxes, glass, plastics, the Tenant must use them.
Irrespective of this, the Tenant must take special waste such as
batteries, paint, oil, to public collection points.
If contamination is caused on the site during transport or other
activities, the Tenant must remove these immediately.
CLAUSE 12 SUB-LETTING
(1) The Tenant is not authorised to sub-let the rental property or transfer
use to third parties in any other way, without the written consent of
the Landlord. Permission may not be refused by the Landlord unless
there is a significant reason for refusing permission to the sub-tenant
or the sector which it represents. A significant reason exists in
particular in a case where the sub-tenant does not sub-let to
businesses within the meaning of the UStG [Sales Tax Act], which use
the site/building exclusively for turnover which does not exclude
deduction of input tax, or intend to use it for such purpose. The
permission that is granted applies only to the particular case and can
be revoked at any time for significant reason in this case too.
(2) Should the Tenant nevertheless sub-let to other businesses which
generate turnover that excludes deduction of input tax, the rent for
this rented area shall be increased by the amount of the loss incurred
for the Landlord. This is without prejudice to more extensive claims on
the part of the Landlord.
(3) In the eventuality of subletting, the Tenant assigns to the Landlord
now at this stage as security the claims to which it is entitled
against the sub-tenant, in addition to liens in the amount of the
Landlord's rent claim.
CLAUSE 13 RETURN OF THE RENTAL PROPERTY
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(1) When the tenancy ends, the Tenant is obliged, to the extent that it has
made constructional changes to the rental property, to revert the
rental property to its original state. At the request of the Landlord,
the Tenant is obliged to pay to the Landlord the amount of the relevant
deconstruction costs, as calculated on the basis of an architect's
estimate corresponding to the appropriate standards, instead of
carrying out the respective building work. Otherwise the Tenant is
obliged to return the rental property in a state meeting its obligation
under Clause 8 (3).
(2) The Tenant-must return the rental property swept clean on ending of the
Agreement. All keys, including those that were made by the Tenant at
its own cost, are to be handed over to the Landlord without any charge.
(3) If the Tenant does not fulfil the obligations incumbent upon it, the
Landlord may, after a period of grace associated with the threat of
exclusion has expired without effect, have the rented premises opened,
cleaned and redecorated, or have this work carried out by a specialist
firm, and have new locks and keys fitted, all at the expense of the
Tenant.
(4) The Tenant shall be liable to the Landlord for all losses arising from
the rented premises not being vacated in good time. The Landlord may
demand loss of rent for up to three months as compensation without
having to prove the causal relationship between the Tenant's actions
and the loss which occurred. This is without prejudice to further
claims for compensation to be proved by the Landlord in terms of the
reasons and the amount The Tenant is at liberty to prove that a loss
did not occur or to a substantially lower extent.
(5) Fixtures and conversions that have not been removed shall become the
property of the Landlord without compensation being payable to the
Tenant.
(6) The Tenant must remove external advertising at its own expense by the
handover of the rented premises. If the Tenant does not meet this
obligation, or not in good time, the Landlord may, after setting a
reasonable period of grace associated with the threat of exclusion,
undertake this work itself at the expense of the Tenant, or have it
done by third parties.
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(7) During the last three months of the tenancy, the Tenant must permit "To
let" signs be applied to windows or other suitable locations, and allow
the property to be inspected by parties interested in renting it.
CLAUSE 14 JURISDICTION AGREEMENT
To the extent permissible under the law, Jena shall be the place of performance
and exclusive jurisdiction for all obligations arising from this Agreement.
CLAUSE 15 FINAL PROVISIONS
(1) Amendments, additions and ancillary agreements to this Agreement must
be in writing in order to be effective. If this correspondence is
conducted verbally, by phone or in writing between the employees of the
parties, such agreements require at all events written confirmation by
senior management at the Landlord's in order to be effective.
(2) Should a provision of this Agreement be ineffective or contestable,
this shall not affect the validity of the remaining provisions; in a
case of this type, the parties must make new contractual agreements
which correspond to the provision that has become ineffective or
contestable. The same applies to gaps/loopholes in the Agreement.
(3) This Agreement is also binding on any legal successors of the parties.
(4) To the extent that the tenancy is not regulated in this Agreement, the
provisions of the BGB [German Civil Code] shall apply.
(5) The Tenant consents that the Landlord shall store the data required for
drawing up the Agreement in files and shall hold this information in
data collections for the purpose of central administration.
(6) The Landlord is entitled to issue "Rules of the house" for the
individual buildings and/or for the industrial property as a whole,
which includes regulation of the users of the rented property, the
communal facilities and other matters affecting all tenants.
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(7) The Tenant shall receive the option of renting parking places,
telephone connections and communication devices. A quotation covering
this shall be submitted separately to the Tenant on request.
JENA, JENA,
--------------------- ---------------------
JORENT TECHNO GmbH XXXXXX-PRI AUTOMATION
(GERMANY) GmbH
/s/ Xxxxxx X. Xxxxxxxx
_________________________ --------------------------
(Landlord) (Tenant)
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