[LOGO OF ASHURST]
Exhibit 10.54
Lease
Royal & Sun Alliance Insurance plc
and
eResearchTechnology Limited
of first floor and ground floor reception area Sector 0 Xxxxxxx Xxxxx Xxxxxxxx
Xxxx Xxxxx Xxxxxxxxx Xxxxxxxxxxxx
28 September 2004
CONTENTS
CONTENTS
CLAUSE PAGE
1. DEFINITIONS.........................................................1
2. INTERPRETATION......................................................5
3. DEMISE..............................................................6
4. THE TENANT'S COVENANTS..............................................7
4.1 Rents...............................................................7
4.2 Outgoings...........................................................7
4.3 Repair cleaning and decorating......................................7
4.4 Premises Unoccupied.................................................7
4.5 User and Restrictions on Use........................................7
4.6 Waste and Alterations...............................................8
4.7 Aerials Signs and Advertisements....................................9
4.8 Obstruction and Loading and Unloading...............................9
4.9 Statutory Obligations and Fire Precautions..........................9
4.10 Access to Landlord and Notice of Repair.............................9
4.11 Dealings...........................................................10
4.12 Landlord's Costs...................................................12
4.13 The Planning Acts..................................................12
4.14 Plans Documents and Information....................................13
4.15 Disposal Boards and Viewing........................................13
4.16 Encroachments......................................................14
4.17 Yield Up...........................................................14
4.18 Interest on Arrears................................................14
4.19 Statutory Notices..................................................14
4.20 Defective Premises.................................................14
4.21 Compliance with title..............................................14
4.22 Observe Headlease..................................................15
4.23 Indemnity for Breach of Superior Lease.............................15
4.24 Reception Facilities...............................................15
4.25 Rules and Regulations..............................................15
5. THE LANDLORD'S COVENANTS...........................................15
6. INSURANCE..........................................................16
6.1 Tenant's Insurance Covenants.......................................16
6.2 Suspension of Principal Rent.......................................17
6.3 Reinstatement and Determination if Prevented.......................17
7. PROVISOS...........................................................18
7.1 Re-Entry...........................................................18
7.2 Exclusion of Use Warranty..........................................18
7.3 Representations....................................................18
7.4 Tenant's Property..................................................18
7.5 Service of Notices.................................................18
7.6 Value Added Tax....................................................19
7.7 Entire Understanding...............................................19
7.8 Lease not entered into pursuant to any prior agreement.............19
7.9 Landlord and Tenant (Covenants) Act 1995...........................19
7.10 Invalidity.........................................................19
7.11 Tenant's Option to Determine.......................................19
SCHEDULE 1...................................................................21
Part 1 - Rights and Easements Granted........................................21
Part 2 - Rights and Easements Excepted and Reserved..........................21
SCHEDULE 2...................................................................23
Principal Rent and Rent Review...............................................23
SCHEDULE 3...................................................................27
Particulars of matters to which the Premises are subject.....................27
SCHEDULE 4...................................................................28
Service Charge...............................................................28
SCHEDULE 5...................................................................31
Authorised Guarantee Agreement...............................................31
PARTICULARS
DATE : 28th September 2004
LEASE OR UNDERLEASE : Underlease
LANDLORD : ROYAL & SUN ALLIANCE INSURANCE PLC (No. 93792)
whose registered office is at Xx Xxxxx Xxxxx
Xxxxx Xxx Xxxxxxx Xxxx Xxxxxx XX00 0XX
TENANT : eRESEARCHTECHNOLOGY LIMITED (No. 2126652) whose
registered office is at Olympus House Staniland
Way Werrington Centre Xxxxxxxxxxxx Xxxxxxxxxxxxxx
XX0 0XX
PREMISES : the land and buildings known as first floor and
ground floor reception area shown edged red on
Plan 2 being part of Sector 0 Xxxxxxx Xxxxx
Xxxxxxxx Xxxx Xxxxx Xxxxxxxxx Xxxxxxxxxxxx shown
hatched blue on Plan 1 which is part of the land
registered at H.M. Land Registry under Title
Number CB237542
CONTRACTUAL TERM : From and including the 1st Sept 2004 until and
including 3 June 2013
PRINCIPAL RENT : TWO HUNDRED AND EIGHT THOUSAND FIVE HUNDRED AND
SEVENTY ONE POUNDS AND FIFTEEN XXXXX
((pound)208,571.15) per annum
RENT COMMENCEMENT DATE : 1st May 2005
ADVANCE SERVICE CHARGE : SIXTEEN THOUSAND FIVE HUNDRED AND SEVENTY FIVE
POUNDS ((pound)16,575.00) per annum payable by
equal quarterly payments in advance on the usual
quarter days subject to adjustment and review in
accordance with provisions of Schedule 4
PERMITTED USER : use within paragraphs (a) and (b) of Class B1 of
the Schedule to the Town and Country Planning
(Use Classes) Order 1987 with ancillary car
parking
INTERIOR DECORATING YEARS : 2005 and each subsequent fifth year of the Term
THIS LEASE is made on the date and between the parties specified in the
Particulars
NOW THIS DEED WITNESSES AS FOLLOWS:
1. DEFINITIONS
In this Lease the following words and expressions have the following
meanings:
"ACT OF INSOLVENCY" means in relation to a corporate body that:
a proposal is made for a voluntary arrangement under Part I of the
Insolvency Xxx 0000 (referred to as "the Act" in the remainder of the
definition) or
a petition is presented for an administration order under Part II of the
Act or
a receiver and (or) manager or administrative receiver is appointed
whether under Part III of the Act or otherwise or
it goes into liquidation as defined in section 247(2) of the Act (other
than a voluntary winding up solely for the purpose of amalgamation or
reconstruction while solvent) or
a provisional liquidator is appointed under section 135 of the Act or
a proposal is made for a scheme of arrangement under section 425 of the
Companies Xxx 0000
and in relation to an individual that:
an application is made for an interim order or a proposal is made for a
voluntary arrangement under Part VIII of the Act or
a bankruptcy petition is presented to the court or his circumstances are
such that a bankruptcy petition could be presented under Part IX of the
Act or
he enters into a deed of arrangement
"ACCOUNT YEAR" means a year ending on 31 December or such other annual
period as the Landlord may at its discretion from time to time determine
"ADVANCE SERVICE CHARGE" means the sum specified as the Advance Service
Charge in the Particulars or such other sum as shall for the time being
be the Advance Service Charge under the provisions of schedule 4
"ADJOINING PROPERTY" means any neighbouring or adjoining land or
premises now or at any time during the Term belonging to the Landlord or
the Superior Landlord or a Group Company of the Landlord or the Superior
Landlord
"ASSIGNMENT" and "ASSIGN" have the meanings set out in clause 4.11
"AUTHORISED GUARANTEE AGREEMENT" means an agreement which is an
authorised guarantee agreement for the purposes of section 16 of the
Landlord and Tenant (Covenants) Xxx 0000
"BUILDING" means Xxxxxxx Xxxxx Xxxxxxxx Xxxx Xxxxx Xxxxxxxxx
Xxxxxxxxxxxx shown edged blue on Plan 1
"BUSINESS DAY" means a day on which clearing banks in the City of London
are (or would be but for a strike lockout or other stoppage affecting
particular banks or banks
1
generally) open during banking hours and "BUSINESS DAYS" shall be
interpreted accordingly
"COMMON PARTS" means the approaches to the Building and shall also
include the gatehouse car park landscaping boundary fences and private
roads used in connection with the Building and any part of the Building
used by the Tenant in common with others and the outside surface of the
glass in the windows between the external envelope of the Building and
the Premises
"CONDITIONS FOR ASSIGNMENT" has the meaning set out in clause 4.11
"CONDUITS" mean all conduits sewers drains mains ducts pipes gutters
watercourses wires cables fibres channels flues and all other conducting
media including any fixings louvres cowls and any other ancillary
apparatus
"CONTRACTUAL TERM" has the meaning given in the Particulars
"DEVELOPMENT" has the meaning given by section 55 of the Town and
Country Xxxxxxxx Xxx 0000
"DEVELOPMENT SITE" means all that land registered at HM Land Registry
with title number CB102668 other than the Premises
"EXCESS SERVICE CHARGE" means the Tenant's Proportion less any Advance
Service Charge received by the Landlord
"EXPENDITURE" means the expenditure described in paragraph 3 of
Schedule 4
"GROUP COMPANY" means any company which is for the time being a
subsidiary (whether immediate or otherwise) or a holding company
(whether immediate or otherwise) or another subsidiary of the holding
company (whether immediate or otherwise) in each case with in the
meaning of section 736 of the Companies Xxx 0000 which section shall for
this purpose be deemed not to have been amended by subsequent
legislation
"INSURANCE RENT" means a fair proportion of the sums which the Landlord
and/or Superior Landlord expends yearly in effecting (a) the insurance
described in clause 6 and (b) insuring the lifts boilers and mechanical
apparatus and Systems in the Building such sums to be payable on demand
but excluding any additional sums payable solely and directly as a
consequence of parts of the Building other than the Property not being
occupied to be reimbursed by the Tenant to the Landlord comprising all
payments by the Landlord from time to time of "Insurance Rent" pursuant
to the Superior Lease
"INSURED RISKS" means the fire storm tempest flood earthquake lightning
explosion impact aircraft (other than hostile aircraft) and other aerial
devices and articles dropped therefrom not civil commotion and malicious
damage acts of terrorism bursting or overflowing of water tanks
apparatus or conduits subsidence heave and such other risks as the
Superior Landlord or Landlord may from time to time reasonably determine
"INTEREST" means interest at the Interest Rate then prevailing during
the period beginning on the date on which the relevant payment is due
and ending on the date on which the relevant payment is received
"INTEREST RATE" means three per cent. above the base lending rate from
time to time in force of National Westminster Bank PLC or such other
bank which is a member of CHAPS Limited as the landlord may from time to
time reasonably nominate in writing
"INTERIOR DECORATING YEARS" has the meaning given in the Particulars
2
"LANDLORD" means the party described as the Landlord in the Particulars
and includes the party for the time being entitled to the reversion
immediately expectant on the determination of the Term
"LANDLORD AND TENANT ACT" means the Landlord and Xxxxxx Xxx 0000
"LANDLORD COVENANTS" has the meaning given to that expression in the
Landlord and Tenant (Covenants) Xxx 0000
"LEASE" means this Lease and any document which is made supplemental to
this Lease or which is entered into pursuant to or in accordance with
the terms of this Lease
"PARTICULARS" means the immediately preceding section of this Lease
headed "PARTICULARS"
"PERMITTED PART" means any part of the Premises which is capable of
being separately underlet
"PERMITTED UNDERLEASE" means an underlease which:
(a) incorporates provisions for the review of rent at such intervals
no less frequent than shall be normal in the market for similar
property at the time of the grant of thereof having regard to
the terms of the proposed underlease and on the same basis as in
this Lease
(b) is (so far as is consistent with an underlease) in a form
consistent with this Lease and
(c) has a term which does not expire after the expiry of the
Contractual Term
(d) reserves the rent not less than the then open market rent of the
Premises or of the Permitted Part (as the case may be)
"PERMITTED USER" has the meaning given in the Particulars
"PERPETUITY PERIOD" means the period of 80 years from the date of this
Lease which period shall be deemed to be the perpetuity period in
relation to this Lease
"PLAN" means the plan attached to this Lease
"PLANNING ACTS" means the Town and Country Planning Xxx 0000 the
Planning (Listed Buildings and Conservation Areas) Xxx 0000 the Planning
(Hazardous Substances) Xxx 0000 the Planning (Consequential Provisions)
Xxx 0000 and the Planning and Compensation Xxx 0000
"PREMISES" means the part of the Building described as the Premises in
the Particulars and includes:
the plasterwork and decorative finishes applied to the internal surfaces
of the external and load-bearing walls and columns of the Building but
not any other part of the external or load-bearing walls and columns
the floor finishes the raised floor and its supports and the void
beneath the raised floor so that the lower limit of the Premises
includes such finishes raised floor supports and void but does not
extend to anything below them
the ceiling finishes any suspended ceiling and the void above any
suspended ceiling so that the upper limit of the Premises includes such
finishes suspended ceiling and void but does not extend to anything
above them
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the entirety of the non-load-bearing internal walls and glass partitions
wholly within the Premises
the plasterwork and decorative finishes applied to the internal surfaces
of the internal non-load-bearing walls and the internal surface of
partitioning or balustrading dividing the Premises from other parts of
the Building and the internal decorative surfaces of the window frames
and window furniture in the windows which form part of the external
envelope of the Building or which separate the Premises from any atria
within the Building
the internal surfaces and door furniture of the external doors and their
door frames and the internal doors and door frames
the inside surface of the glass in the windows between the external
envelope of the Building and the Premises
all additions and improvements to the Premises
all the Landlord's fixtures and fittings of every kind which shall from
time to time be in or upon the Premises (whether originally affixed or
fastened to or upon the Premises or otherwise and including but without
limitation all plant machinery apparatus and equipment relating to or
connected with the air conditioning heating and fire alarm systems the
sprinklers hose reels and smoke detection and heat detection equipment
and systems light fittings carpets) except any such fixtures installed
by the Tenant that can be removed from the Premises without defacing the
Premises
all Conduits in on under or over and exclusively serving the Premises
except those belonging to a statutory undertaker or public utility
all toilet and washroom facilities and fixtures and fittings attached to
the toilet and washroom facilities within the Premises
"PRINCIPAL RENT" has the meaning given to it in the Particulars and in
paragraph 1 of schedule 2
"QUALIFYING ASSIGNEE" has the meaning set out in clause 4.11
"RENT COMMENCEMENT DATE" has the meaning given in the Particulars
"RENTS" means the Principal Rent and the other payments reserved as rent
and referred to in clause 3
"SERVICES" means water sewerage gas electricity telephone
telecommunications and other services of whatever nature
"SERVICE AREAS" means all parts of the Building other than the Common
Parts and other areas (if any) retained by the Landlord in connection
with the provision of services to and the management of the Building
other than the Common Parts and includes (but is not limited to) such of
the following parts of the Building as are not included in the Common
Parts:
(a) any staff rooms and storage premises used in connection with the
provision of services and
(b) any sub-station ducts channels and other areas which house or
contain machinery apparatus equipment pipes or wires used in
connection with the provision of services
"STRUCTURE" means
4
the entirety of the roofs and foundations of the Building
the entirety of all floors and ceilings of the Building but excluding
the floor finishes the raised floors and their supports and the void
beneath the raised floors and also excluding the ceiling finishes any
suspended ceilings and the void about any suspended ceilings
the entirety of all external walls of the Building but excluding the
plasterwork and decorative finishes applied to the internal faces of
such walls
the entirety of all load-bearing walls pillars and other structures of
the Building but excluding the plasterwork and decorative finishes
applied to the faces of such walls pillars and other structures
all glazing window frames and window furniture in the windows which form
part of the external envelope of the Building or which separate the
Premises from any atria within the Building but not the internal
decorative surfaces of those windows frames and window furniture and
all other parts of the structure of the Building not referred to in the
preceding paragraphs
"SUPERIOR LANDLORD" means any party having an interest in the Premises
in reversion to the Superior Lease
"SUPERIOR LEASE" means a lease dated 30 April 1999 between (1) Albion
Real Estate Corporation Limited and (2) Royal & Sun Alliance Insurance
plc of Pegasus Bakewell Road Orton Southgate Peterborough as varied by a
Deed of Variation dated 5 July 2000 between (1) MCP Trading Nominees I
Limited (2) MCP Trading Nominees II Limited and (3) Royal & Sun Alliance
Insurance plc
"SYSTEMS" means systems for the supply of electricity water gas
telecommunications (including without prejudice to the generality of the
foregoing any fibre optic cables) chilled or heated air or chilled or
heated water and for drainage and smoke detection and for any other
similar service or facility
"TENANT" means the party described as the Tenant in the Particulars and
includes the Tenant's successors in title and assigns
"TENANT COVENANTS" has the meaning given to that expression in the
Landlord and Tenant (Covenants) Xxx 0000
"TENANT'S PROPORTION" means a reasonable proportion of the Expenditure
"TERM" means the Contractual Term as extended by any period of holding
over or extension or continuance of the Contractual Term whether by
statute or at common law
"VALUE ADDED TAX" means Value Added Tax or any other tax of a similar
nature that may be substituted for or levied in addition to it in each
case at the rate current from time to time
2. INTERPRETATION
2.1 The Particulars and the schedules form part of this Lease
2.2 The definitions contained in the Particulars have the meanings appearing
alongside them for the purposes of this Lease
2.3 Where the Superior Landlord or Landlord or the Tenant for the time being
are two or more persons obligations expressed or implied to be made by
or with such party are deemed to be made by or with such persons jointly
and severally
5
2.4 Words importing one gender include all other genders and words importing
the singular include the plural and vice versa
2.5 Rights expressed to be reserved in favour of the Landlord shall be
deemed to extend to any superior landlord and any mortgagee of the
Premises and all persons authorised by the Landlord and by any superior
landlord or mortgagee including its or their agents professional
advisers contractors and workmen
2.6 Any provisions in this Lease referring to the consent or approval of the
Landlord shall be construed as also requiring the consent or approval of
any mortgagee of the Premises and any superior landlord where such
consent shall be required
2.7 Any references to a specific statute include any statutory extension or
modification amendment or re-enactment of such statute and any
regulations instruments or orders made under such statute and any
general reference to "statute" or "statutes" includes EC directives
decisions and regulations and any regulations instruments orders or
other directions made under such statute or statutes
2.8 References in this Lease to any clause schedule or paragraph without
further designation shall be construed as a reference to a clause or
paragraph of or schedule to this Lease so numbered
2.9 The clause paragraph and schedule headings and the table of contents are
for ease of reference only and shall not be taken into account in the
construction or interpretation of this Lease or of the clause paragraph
or schedule to which they refer
2.10 Any reference to a superior landlord includes the Superior Landlord and
Landlord's reversioner (whether mediate or immediate) at any time
2.11 References to "last year of the Term" include the last year of the Term
if the Term shall determine otherwise than by effluxion of time and
references to "expiry of the Term" include such other determination of
the Term
2.12 The terms "parties" or "party" mean the Landlord and (or) the Tenant
3. DEMISE
The Landlord demises to the Tenant the Premises together with the rights
and easements set out in part 1 of schedule 1 but excepting and
reserving the rights and easements set out in part 2 of schedule 1 to
hold the Premises to the Tenant for the Contractual Term subject to all
the matters contained or referred to in schedule 3 yielding and paying
to the Landlord:
3.1 on and from the Rent Commencement Date the Principal Rent payable
without any deduction save where permitted hereunder by equal quarterly
payments in advance on the usual quarter days in every year and
proportionately for any period of less than a year the first such
payment being a sum in respect of the period from and including the Rent
Commencement Date up to and including the day before the first quarter
day after the date of this Lease and to be paid on the grant of this
Lease and
3.2 by way of further rent:
(a) the Insurance Rent payable at the times and in the manner
provided in clause 6 and
(b) the payments of Interest referred to in clause 4.18
(c) the Advance Service Charge and the Excess Service Charge (if
any) payable at the time and in the manner provided in
Schedule 4
6
4. THE TENANT'S COVENANTS
The Tenant covenants with the Landlord:
4.1 RENTS
(a) To pay the Rents on the days and in the manner set out or
referred to in this Lease
(b) If so required in writing by the Landlord to make such payments
by banker's order
4.2 OUTGOINGS
(a) To pay and discharge all rates taxes assessments duties charges
impositions and outgoings of an annual regularly recurring
nature and which relate to the occupation or user of the
Premises which are now or during the Term shall be charged
assessed or imposed upon the Premises or upon the owner or
occupier of them excluding any payable by the Landlord
occasioned by any disposition of or dealing with or ownership of
any interest reversionary to the interest created by this Lease
and
(b) To pay all charges including meter rents for all Services
consumed or used at the Premises during the Contractual Term
4.3 REPAIR CLEANING AND DECORATING
(a) To keep the Premises in good and substantial repair and
condition and to renew the same when necessary
(b) In each of the Interior Decorating Years and in the last year of
the Term (save where carried out in the preceding 12 months) to
redecorate the interior of the Premises in both cases in a good
and workmanlike manner and with appropriate materials of good
quality to the reasonable satisfaction of the Landlord provided
that any change in the colours or patterns of such decoration
shall require the prior written approval of the Landlord which
approval shall not be unreasonably withheld or delayed
4.4 PREMISES UNOCCUPIED
During such periods (if any) throughout the Term when the Premises are
unoccupied to effect such security arrangements for the Premises to give
the Premises reasonable protection from vandalism theft or unlawful
occupation
4.5 USER AND RESTRICTIONS ON USE
(a) Not to use the Premises for any purpose other than the Permitted
User
(b) Not to do or allow to remain upon the Premises anything which
may be or causes a nuisance injury or damage to the Landlord
(c) Not to use the Premises for a sale by auction or for any
dangerous noxious noisy or offensive trade business manufacture
or occupation nor for any illegal or immoral act or purpose
(d) Not to use the Premises as sleeping accommodation or for
residential purposes nor to keep any animal fish reptile or bird
anywhere on the Premises
(e) Not to discharge into the Conduits serving the Premises any oil
or grease or any deleterious objectionable or hazardous matter
or substance and to take such measures as shall be necessary to
ensure that any effluent so discharged into the
7
Conduits will not be corrosive or otherwise harmful to the
Conduits or cause obstruction or deposit in them
(f) Not to deposit on or adjacent to any part of the Premises any
refuse of any kind other than in proper receptacles and in such
locations as the Landlord may reasonably specify
(g) Not to install or use in or upon the Premises any safes goods
machinery or apparatus which will cause noise or vibration which
can be heard or felt in nearby premises or outside the Premises
or which may strain or damage the Premises or cause structural
damage to nearby premises and not to store or bring on to the
Premises any article substance or liquid of a specially
combustible inflammable or explosive nature
4.6 WASTE AND ALTERATIONS
(a) Not to:
(i) commit any waste on or at the Premises
(ii) erect any new or replacement building on or at the
Premises nor make any addition or extension to the
Premises
(iii) unite the Premises with any adjoining premises or
(iv) make any alterations to the Premises
save as permitted by the following provisions of this clause
(b) Not to make any alterations to the Premises (save for internal
non-structural alterations which shall not require consent)
without first:
(i) obtaining and complying with all the necessary
permissions licences and consents of any competent
authority and the insurers interested in the Premises
and paying all charges of such authority persons or
bodies in respect of such permissions licences and
consents
(ii) making an application for consent to the Landlord
supported by drawings and where appropriate a
specification prepared by an architect or member of some
other appropriate profession and obtaining the written
consent of the Landlord pursuant to such application
(such consent not to be unreasonably withheld or
delayed)
(iii) paying the proper and reasonable fees of the Landlord
and its professional advisers in connection with such
application
(c) Not to make any alterations or additions to the electrical
wiring and installations within the Premises which would result
in a loading on such wiring or installations beyond the
standards which the same are designed to bear or which would
require a supply of electricity to the Premises in excess of the
levels which the same are designed to supply without the prior
written consent of the Landlord (not to be unreasonably withheld
or delayed)
(d) To remove at the expiry of the Term any additional buildings or
additions alterations or improvements made to the Premises if so
requested by the Landlord when the Landlord's consent was given
and to make good to the reasonable satisfaction of the Landlord
any part or parts of the Premises or the Premises which may be
damaged by such removal
8
4.7 AERIALS SIGNS AND ADVERTISEMENTS
(a) Not to install any pole mast wire aerial dish or screen (whether
in connection with telephonic radio or television communication
or otherwise) upon the Premises otherwise than in accordance
with plans and specifications first approved in writing by the
Superior Landlord and the Landlord (such approval not to be
unreasonably withheld or delayed) subject to consent to such
installation having previously been obtained from the relevant
competent authority
(b) Not to fix to or exhibit or display on the outside of or to or
through any window of the Premises or anywhere on the Premises
any placard sign notice fascia board name-plate or advertisement
unless the written approval of the Superior Landlord and
Landlord (such approval not to be unreasonably withheld or
delayed) as to size design specification and location and the
necessary consents and licences from the relevant competent
authority have first been obtained
4.8 OBSTRUCTION AND LOADING AND UNLOADING
Not to do anything whereby any road path forecourt or other area over
which the Tenant may have rights of access or use may be damaged or the
proper use thereof by others may be unduly obstructed in any way
4.9 STATUTORY OBLIGATIONS AND FIRE PRECAUTIONS
(a) At the Tenant's own expense to execute all works and provide and
maintain all arrangements upon or in respect of the Premises or
the use to which the Premises are being put that are required in
order to comply with the requirements of any statute or any
government department local authority other public or competent
authority environmental authority or court of competent
jurisdiction regardless of whether such requirements are imposed
on the Landlord the Tenant or the occupier
(b) At the Tenant's own expense and without limiting the obligations
set out earlier in this clause 4.9:
(i) to comply in all respects with the provisions of any
statutes and any other obligations imposed by law or by
any by-laws applicable to the Premises or in regard to
carrying on the business for the time being carried on
at the Premises and
(ii) to comply with the requirements of the fire authority in
relation to fire precautions affecting the Premises
4.10 ACCESS TO LANDLORD AND NOTICE OF REPAIR
(a) To permit the Landlord on reasonable prior written notice
(except in case of emergency in which case no notice shall be
necessary) and during reasonable times (or at any time in case
of emergency):
(i) to enter upon the Premises (for so long as reasonably
necessary only) for the purpose of ascertaining that the
covenants and conditions of this Lease have been
observed and performed
(ii) to inspect the state of repair and condition of the
Premises
(iii) to give to the Tenant or leave upon the Premises a
notice specifying any breach by the Tenant of the terms
of this Lease and requesting the Tenant as soon as
practicable to remedy the same and
9
(iv) to exercise the rights and easements excepted and
reserved in part 2 of schedule 1
provided that if the Landlord (or any person authorised by it or
otherwise entitled) shall enter the Premises as aforesaid then
in relation to each such entry:
(i) the Landlord shall make good all damage occasioned to
the Premises and to the tenants fixtures and fittings
and its chattels and
(ii) there shall be caused as little inconvenience to the
Tenant as possible
(iii) as soon as practicable to remedy the breach specified
such notice
(iv) if within 2 months of the service of such a notice the
Tenant shall not have commenced and be proceeding
diligently with the remedying of the breach referred to
in the notice to permit the Landlord to enter the
Premises to execute such work as may be necessary to
remedy the breach specified in the notice and to pay to
the Landlord the proper cost of so doing and all proper
expenses incurred by the Landlord (including legal costs
and surveyor's fees) within ten Business Days of a
written demand
4.11 DEALINGS
(a) "ASSIGNMENT" means:
(i) in the case of a registered lease the execution of a
transfer whether or not that transfer is subsequently
registered at H M Land Registry and
(ii) in the case of any other lease execution of a deed of
assignment of it
and "ASSIGN" shall be construed accordingly
(b) Not to:
(i) part with possession of the Premises
(ii) share possession of the Premises with another person
(iii) allow anyone other than the Tenant its officers and
employees to occupy the Premises
save as permitted by the following provisions of this clause
(c) Not to Assign a part (as distinct from the whole) of the
Premises
(d) Not to Assign the whole of the Premises without the prior
written consent of the Landlord (such consent not to be
unreasonably withheld or delayed) provided that for the purposes
of section 19(1A) of the Landlord and Tenant Xxx 0000:
(i) the Landlord shall be entitled to withhold consent to a
proposed Assignment where the proposed assignee is not a
Qualifying Assignee and
(ii) the Landlord shall be entitled to grant its consent to a
proposed Assignment subject to all or any of the
Conditions for Assignment
and provided further that the Landlord shall be entitled to
withhold consent to a proposed Assignment on other grounds or
grant consent subject to further conditions where it is
reasonable to do so
10
(e) "QUALIFYING ASSIGNEE" means an assignee with annual profits
before tax in the three complete trading years immediately
preceding the date of application for licence to assign which in
each year and after consolidation (whether real or notional) in
each such year with the annual profits before tax of any
subsidiary (within the meaning of section 736 of the Companies
Act 1985) exceed an amount representing the yearly rent payable
under this Lease at the date of that application multiplied by
three
(f) "CONDITIONS FOR ASSIGNMENT" means the following conditions:
(i) the payment of the Principal Rent and other sums which
have fallen due under this Lease prior to the date of
the Assignment
(ii) that the proposed assignee covenants by deed with the
Landlord in such form as the Landlord may reasonably
require that with effect from the date of the Assignment
until the first subsequent Assignment which is not an
excluded Assignment (as that expression is defined in
the Landlord and Tenant (Covenants) Act 1995) the
proposed assignee will pay the Rents and observe and
perform all the provisions of this Lease to be observed
and performed by the Tenant
(iii) that the Tenant if reasonably required by the Landlord
enters into an Authorised Guarantee Agreement in the
form set out in the schedule 5
(iv) having unconditionally made a written offer to the
Landlord to surrender the ground floor reception area
and/or meeting room forming part of the Premises for the
then unexpired residue of the Term to the Landlord which
the Landlord shall within 28 days of receipt of such
written offer either accept or reject should the
Landlord accept the offer the Tenant shall within a
further 28 days after the receipt of such acceptance by
the Landlord complete and enter into an agreement for
surrender which shall be in a form prepared by the
Landlord and approved by the Tenant (whose approval
shall not be unreasonably withheld or delayed) (each
party bearing their own costs in connection with the
completion of such agreement for surrender) surrendering
the relevant part of the Premises with vacant possession
free from all encumbrances and having made good all
damage caused by removing any tenant's fixtures or
fittings and having yielded up that part of the Premises
to the reasonable satisfaction of the Landlord (such
surrender shall be without prejudice to the rights and
remedies of the Landlord and the Tenant in respect of
any antecedent breach non-observance or non-performance
of the other covenants and the condition contained in
this Lease)
(g) Not to charge a part (as distinct from the whole) of the
Premises
(h) Not to charge the Premises except with the prior written consent
of the Landlord (which will not be unreasonably withheld or
delayed)
(i) Not to underlet a part (as distinct from the whole) of the
Premises unless it is a Permitted Part
(j) Not to create nor permit the creation of more than two
underlettings comprising a Permitted Part of the Premises nor to
underlet the whole of the Premises:
(i) except by way of a Permitted Underlease nor
(ii) without the prior written consent of the Landlord (which
will not be unreasonably withheld)
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(k) Not to agree with any undertenant the level of rent payable
under a Permitted Underlease on review without the prior
approval of the Superior Landlord and Landlord (such approval
not to be unreasonably withheld or delayed)
(l) Notwithstanding the earlier provisions of this clause the Tenant
may allow occupation of the Premises by a Group Company or
Companies of the Tenant in a manner which does not transfer or
create a legal estate or create security of tenure nor prevent
vacant possession of the Premises being given for so long as any
party in occupation remains a Group Company
(m) Within 20 Business Days of any Assignment charge underlease or
sub-underlease or any transmission or other devolution relating
to the Premises to give written notice thereof to the Landlord's
solicitors together with two certified copies of the relevant
document and to pay the Landlord's solicitors' reasonable
charges not to exceed thirty pounds ((pound)30) for the
registration of every such document plus Value Added Tax
4.12 LANDLORD'S COSTS
To pay to the Landlord (against satisfactory evidence of the amounts)
and to indemnify the Landlord against all proper and reasonable costs
fees charges disbursements and expenses on an indemnity basis (including
without prejudice to the generality of the above those payable to
counsel solicitors surveyors and bailiffs and those fees or costs
payable to any superior landlord) properly and reasonably incurred by
the Landlord in relation to or incidental to:
(a) every application made by the Tenant for a consent approval or
licence required by the provisions of this Lease whether such
consent approval or licence is granted or refused or proffered
subject to any lawful qualification or condition or whether the
application is withdrawn
(b) the preparation and service of a notice under section 146 of the
Law of Property Xxx 0000 notwithstanding that forfeiture is
avoided otherwise than by relief granted by the court
(c) the recovery or attempted recovery of arrears of the Rents or
other sums due from the Tenant and
(d) any steps taken in contemplation of or in connection with the
preparation and service of a schedule of dilapidations during or
within three months after the expiry of the Term but which
relates to dilapidations caused or occurring during the Term
4.13 THE PLANNING ACTS
(a) Not to commit any breach of the Planning Acts and to comply with
the provisions and requirements of the Planning Acts that affect
the Premises whether as to the Permitted User or otherwise and
to indemnify and keep the Landlord indemnified both during and
after the expiry of the Term against all liability whatsoever
including costs and expenses directly incurred as a result of
any breach occurring during the Term
(b) At the expense of the Tenant to obtain all planning permissions
and to serve all such notices as may be required for the
carrying out of any operations or user on the Premises which may
constitute Development provided that no application for planning
permission shall be made without the prior written consent of
the Landlord such consent not to be reasonably withheld or
delayed
(c) Subject only to any statutory direction to the contrary to pay
and satisfy any charge or levy that may subsequently be imposed
under the Planning Acts in
12
respect of the carrying out or maintenance of any such
operations or the commencement or continuance of any such user
(d) Notwithstanding any consent which may be granted by the Landlord
under this Lease not to carry out or make any alteration or
addition to the Premises or any change of use until:
(i) all necessary notices under the Planning Acts have been
served and
(ii) all necessary permissions and consents under or pursuant
to the Planning Acts have been obtained and produced to
the Landlord
(e) Unless the Landlord shall otherwise direct to carry out and
complete before the expiry of the Term:
(i) any works stipulated to be carried out to the Premises
by a date subsequent to such expiry as a condition of
any planning permission granted for any Development
commenced before the expiry of the Term and
(ii) any Development commenced upon the Premises by the
Tenant or any person deriving title under it in respect
of which the Landlord shall or may be or become liable
for any charge or levy under the Planning Acts
4.14 PLANS DOCUMENTS AND INFORMATION
If called upon to do so to produce as soon as reasonably practicable
following receipt of a written demand:
(a) to the Landlord all such plans documents and other evidence as
the Landlord may reasonably require in order to satisfy itself
that the provisions of this Lease have been complied with
(b) to the Landlord or its agent full particulars of all occupants
of the Premises and the terms of their occupation
4.15 DISPOSAL BOARDS AND VIEWING
To permit the Landlord upon reasonable prior written notice:
(a) at any time during the last six months of the Contractual Term
and at any time thereafter unless the Tenant shall have made a
valid court application under section 24 of the Landlord and
Tenant Act or otherwise be entitled in law to remain in
occupation or to a new tenancy of the Premises to enter upon the
Premises and affix and retain upon any reasonable part of the
Premises a notice for reletting the Premises and
(b) at any time during the Term to enter upon the Premises and affix
and retain upon any reasonable part of the Premises a notice for
the sale of the Landlord's reversion or of any superior interest
and during each such period or periods to permit upon reasonable notice
persons with the written authority of the Landlord or its agent at
reasonable times of the day to view the Premises without interruption
provided they are accompanied by the Landlord or its agent provided that
the Landlord shall be responsible for such notices and shall make good
any damage caused by their presence or the exercise of these rights
without delay and further provided that such notices shall obstruct or
interfere with the use and enjoyment of the Premises
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4.16 ENCROACHMENTS
(a) Not to stop up darken or obstruct any windows or light belonging
to the Premises
(b) To take all necessary steps to prevent any new window light
opening doorway path passage right or other encroachment or
easement being made or acquired in against out of or upon the
Premises and to notify the Landlord in writing if any such
encroachment or easement shall be made or acquired (or attempted
to be made or acquired) as soon as the same comes to the
Tenant's attention and at the request and cost of the Landlord
to adopt such means as shall be required to prevent such
encroachment or the acquisition of any such easement
4.17 YIELD UP
At the expiry of the Term:
(a) to yield up the Premises in accordance with the terms of this
Lease
(b) to give up all keys of the Premises to the Landlord
(c) to remove all lettering and signs put up by the Tenant in the
Building and forthwith to make good any damage caused by such
removal
4.18 INTEREST ON ARREARS
If the Tenant shall fail to pay the Rents or any other sum due under or
pursuant to this Lease within ten Business Days of the date on which
payment was due (whether formally demanded or not in the case of the
Principal Rent) the Tenant shall pay to the Landlord Interest on such
sum as is outstanding and such Interest shall be deemed to be and shall
be recoverable as rent in arrear
4.19 STATUTORY NOTICES
To give full particulars to the Landlord of any notice direction order
or proposal for the Premises made given or issued to the Tenant by any
local or public authority as soon as reasonably practicable after
receipt of the same and if so required by the Landlord to produce it to
the Landlord and without delay and at the joint cost of the Landlord and
the Tenant to take all necessary steps to comply with such notice
direction or order and at the request of the Landlord but at the joint
cost of the Landlord and the Tenant to make or join with the Landlord in
making such objection or representation against or in respect of any
notice direction order or proposal as the Landlord shall deem reasonably
expedient
4.20 DEFECTIVE PREMISES
Immediately upon becoming aware of the same to give notice to the
Landlord of any defect in the Premises which might give rise to an
obligation on the Landlord to do or refrain from doing any act or thing
in order to comply with the provisions of this Lease or the duty of care
imposed on the Landlord pursuant to the Defective Premises Act 1972 or
otherwise and at all times to display and maintain all necessary notices
which the Landlord may from time to time require to be displayed at the
Premises in relation to such duty of care
4.21 COMPLIANCE WITH TITLE
To perform observe and comply with the rights easements privileges
restrictions covenants stipulations and other matters contained or
referred to in schedule 3 save where this is the Landlord's
responsibility under this Lease
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4.22 OBSERVE HEADLEASE
To observe and perform all the covenants on the part of the Tenant
contained in the Superior Lease so far as they relate to the Premises
and are not expressly assumed by the Landlord in this Lease
4.23 INDEMNITY FOR BREACH OF SUPERIOR LEASE
To indemnify and keep indemnified the Landlord against all damages
losses costs expenses actions demands proceedings claims and liabilities
made against or suffered or incurred by the Landlord arising directly or
indirectly of any breach by the Tenant of the covenant to observe the
Superior Lease as set out in clause 4.22
4.24 RECEPTION FACILITIES
(a) Subject to receiving a fair and reasonable proportion of the
Tenant's costs in providing the reception facilities and
reception desk on the ground floor of the Building and repairing
maintaining and renewing these if necessary to permit the
Landlord and the tenants and occupiers of the Building and all
other persons authorised by the Landlord as having the same
rights to use these reception facilities
(b) Prior to placing or installing any reception facilities and/or a
reception desk the Tenant shall obtain the Landlord's consent to
the design materials and size of the items used
4.25 RULES AND REGULATIONS
The Tenant shall at all times diligently perform and observe any
reasonable rules and regulations which may from time to time be prepared
and exhibited by the Landlord in relation to any car park areas
5. THE LANDLORD'S COVENANTS
The Landlord covenants with the Tenant that subject to the Tenant paying
the Rents and performing and observing the covenants and conditions on
the part of the Tenant herein contained the Landlord shall:
5.1 permit the Tenant peaceably and quietly to hold and enjoy the Premises
during the Term without any interruption or disturbance from or by the
Landlord or by any person lawfully claiming through under or in trust
for the Landlord and
5.2 use its reasonable endeavours to keep the Common Parts and Service Areas
adequately repaired decorated furnished cleaned and lighted and (where
appropriate) landscaped and planted and to use all reasonable endeavours
to maintain repair amend alter rebuild renew and reinstate the Structure
and to ensure that the Building remains wind and watertight at all times
and where appropriate to clean wash down paint and decorate the
Structure and all other parts of the Building as the Landlord may from
time to time consider reasonably necessary and desirable in the
interests of good estate management (but excluding any items or parts of
any items the maintenance of which is the exclusive responsibility of
the Tenant or any other tenants of the Building)
provided that:
(a) the Landlord shall not be liable for any breach occasioned by
failure or interruption of any service due to necessary repair
replacement or maintenance of any apparatus or installation or
unavailable shortage of fuel materials water or labour or any
other cause not due to the act or default of the Landlord
(provided that the Landlord uses reasonable endeavours to remedy
the breach)
15
(b) the Landlord may at its discretion extend diminish or otherwise
vary the services from time to time if it reasonably deems it
desirable to do so for the more efficient management of the
Building or the comfort of the tenants but shall not diminish
the obligations under clause 5.2 above
(c) the Landlord shall be entitled at its discretion to alter the
arrangement of the Common Parts and where it is reasonably
necessary to do so to renew the whole of part of any Systems not
exclusively servicing the Premises
6. INSURANCE
The Landlord covenants with the Tenant (if applicable) to use all
reasonable endeavours to enforce the covenants given by the Superior
Landlord in clause 6 of the Superior Lease (as varied) and the Landlord
covenants to observe and perform the applicable obligations on it in
clause 6 of the Superior Lease (as varied)
6.1 TENANT'S INSURANCE COVENANTS
The Tenant covenants with the Landlord:
(a) to pay the Insurance Rent within five Business Days of receipt
of a written demand for the period from and including the date
of this Lease up to and including the day before the next policy
renewal date and subsequently to pay the Insurance Rent within
five Business Days of receipt of a written demand
(b) in the event of any claim under a policy of insurance relating
to the Premises to reimburse the Landlord on demand for any
excess which applies
(c) to comply with all proper requirements and recommendations of
the insurers of the Premises
(d) not knowingly to do or permit anything that could cause any
policy of insurance on or in relation to the Premises to become
void or voidable wholly or in part nor (unless the Tenant shall
have previously notified the Landlord and agreed to pay the
increased premium) anything by which additional insurance
premiums may become payable
(e) to keep the Premises supplied with such fire fighting equipment
as the insurer may require and to maintain such equipment to the
satisfaction of the insurer and in efficient working order
(f) to comply with the proper requirements and recommendations of
the insurer as to fire precautions relating to the Premises
(g) not to obstruct the access to any fire equipment or the means of
escape from the Premises nor to lock any fire door while the
Premises are occupied
(h) to give notice to the Landlord as soon as practicable upon the
happening of any event which might affect any insurance policy
on or relating to the Premises or upon the happening of any
event against which the Landlord may have insured under this
Lease
(i) not to effect any policy of insurance in relation to the
Premises without the prior written consent of the Landlord
provided always that the Tenant may insure tenants and trade
fixtures and fittings
(j) if at any time the Tenant shall be entitled to the benefit of
any insurance on the Premises (which is not effected or
maintained in pursuance of any obligation contained in this
Lease) to apply all money received by virtue of such insurance
in
16
making good the loss or damage in respect of which such money
shall have been received
(k) if and whenever during the Term the Premises or any part are
damaged or destroyed by any of the Insured Risks and the
insurance money under the policy of insurance effected by the
Superior Landlord pursuant to its obligations contained in the
Superior Lease is by reason of any act or default of the Tenant
or anyone for whom the Tenant is legally responsible wholly or
partially irrecoverable immediately in every such case to pay to
the Landlord on demand the amount of such insurance money so
irrecoverable with Interest on such amount from the date of
demand
6.2 SUSPENSION OF PRINCIPAL RENT
If and whenever during the Term the Premises or any part are damaged or
destroyed or access to the Premises is substantially impaired by any of
the Insured Risks so that the Premises or any part of them are unfit for
occupation or use and save to the extent the insurance effected by the
Superior Landlord is vitiated avoided or forfeited or the insurance
money is rendered irrecoverable in whole or in part by reason of any act
or default of the Tenant or any person deriving title under the Tenant
or any person for whom the Tenant or such person is legally responsible
the Principal Rent and the Insurance Rent or a fair proportion thereof
according to the nature and the extent of the damage sustained shall
cease to be payable for as long as these cease to be payable under the
Superior Lease
6.3 REINSTATEMENT AND DETERMINATION IF PREVENTED
(a) If and whenever during the Term:
(i) the Premises or any part of them are damaged or
destroyed by any of the Insured Risks and
(ii) the insurance effected by the Superior Landlord is not
vitiated avoided or forfeited or the insurance money is
not irrecoverable in whole or part by reason of any act
or default of the Tenant or any person deriving title
under the Tenant or anyone for whom the Tenant is
legally responsible (unless any such irrecoverable money
has been made good)
the Landlord shall use all reasonable endeavours to enforce the
covenants given by the Superior Landlord in the Superior Lease
to obtain all planning permissions and other permits and
consents that may be required under the Planning Acts and any
other statutes with all due expedition to enable the Superior
Landlord to rebuild and reinstate the Premises or the affected
part
(b) If during the last three years of the Term the Premises or a
material part thereof are damaged or destroyed or upon the
expiry of a period of three years commencing on the date of the
damage or destruction the Premises or the affected part have not
been rebuilt or reinstated so that the Premises are fit for the
Tenant's occupation and use then either party may serve notice
on the other at any time within two months of the expiry of such
period whereupon:
(i) this Lease shall absolutely cease but without prejudice
to any rights or remedies that may have accrued to
either party against the other and
(ii) all money received in respect of the insurance effected
by the Superior Landlord pursuant to this clause 6 shall
belong to the Superior Landlord save insofar as such
insurance is in respect of tenant's trade fixtures and
fittings
17
7. PROVISOS
7.1 RE-ENTRY
If and whenever during the Term:
(a) the Rents (or any of them or any part of them) under this Lease
are outstanding for more than ten Business Days after becoming
due whether formally demanded or not or
(b) there is a material breach by the Tenant of any covenant or
other term of this Lease or any document expressed to be
supplemental to this Lease or
(c) the Tenant commits or permits an Act of Insolvency
the Landlord may re-enter the Premises or any part of them in the name
of the whole at any time and then the Term will absolutely cease but
without prejudice to any rights or remedies which may have accrued to
the Landlord against the Tenant in respect of any breach of covenant or
other term of this Lease including the breach in respect of which the
re-entry is made
7.2 EXCLUSION OF USE WARRANTY
Nothing in this Lease or in any consent granted by the Landlord under
this Lease shall imply or warrant that the Premises may lawfully be used
under the Planning Acts for the purpose authorised in this Lease or any
purpose subsequently authorised
7.3 REPRESENTATIONS
The Tenant acknowledges that this Lease has not been entered into in
reliance wholly or partly on any statement or representation made by or
on behalf of the Landlord except any such statement or representation
that is expressly set out in this Lease
7.4 TENANT'S PROPERTY
If after the Tenant has vacated the Premises on the expiry of the Term
any property of the Tenant remains in or on the Premises and the Tenant
fails to remove it within twenty Business Days after being requested in
writing by the Landlord to do so or if after using all reasonable
endeavours the Landlord is unable to make such a request to the Tenant
within ten Business Days from the first attempt so made by the Landlord:
(a) the Landlord may as the agent of the Tenant sell such property
(b) the Landlord shall (subject to clause 7.4(c) below) forthwith
after such sale pay to the Tenant the proceeds of such sale
after having deducted the reasonable fees and expenses incurred
by or on behalf of the Landlord in connection with such sale and
(c) if the Landlord having made reasonable efforts is unable to
locate the Tenant the Landlord shall be entitled to retain such
proceeds of sale absolutely unless the Tenant shall claim them
within three months of the date on which the Tenant vacated the
Premises
7.5 SERVICE OF NOTICES
(a) The provisions of section 196 of the Law of Property Xxx 0000 as
amended by the Recorded Delivery Service Xxx 0000 shall apply to
the giving and service of all notices and documents under or in
connection with this Lease except that section 196 shall be
deemed to be amended as follows:
18
the final words of section 196(4)".... and that service ... be
delivered" shall be deleted and there shall be substituted
"...and that service shall be deemed to be made on the second
Business Day after the registered letter has been posted"
(b) Any notice or document shall also be sufficiently served if sent
by telex facsimile transmission or any other means of electronic
transmission to the party to be served and that service shall be
deemed to be made on the day of transmission if transmitted
before 4.00 p.m. on a Business Day but otherwise on the next
following Business Day
7.6 VALUE ADDED TAX
(a) Save as the context requires or as otherwise stated all
references to payments made in this Lease are references to such
payments exclusive of any Value Added Tax chargeable in respect
of the supply of goods or services for which the payment is
consideration and insofar as such payments fall to be made under
this Lease such Value Added Tax shall be added to the amount
thereof and paid in addition thereto
(b) Without prejudice to and save as mentioned earlier in this
clause 7.6 where any supply is made pursuant to this Lease the
recipient of such supply shall pay to the supplier any Value
Added Tax chargeable in respect thereof
(c) Where any payment is required to be made pursuant to this Lease
to reimburse the payee for any expenditure which the payee may
have incurred such payment shall include an amount equal to any
Value Added Tax comprised in that expenditure which is not
recoverable by the payee as input tax under section 25 of the
Value Added Tax Xxx 0000
7.7 ENTIRE UNDERSTANDING
This Lease embodies the entire understanding of the parties relating to
the Premises and to all the matters dealt with by the provisions of this
Lease
7.8 LEASE NOT ENTERED INTO PURSUANT TO ANY PRIOR AGREEMENT
It is certified that there is no agreement for lease to which this Lease
gives effect
7.9 LANDLORD AND TENANT (COVENANTS) XXX 0000
This Lease is a "new tenancy" as that expression is defined in the
Landlord and Tenant (Covenants) Xxx 0000
7.10 INVALIDITY
If at any time any one or more provisions of this Lease is or becomes
invalid illegal or unenforceable in any respect under any law the
validity legality and enforceability of the remaining provisions hereof
shall not be in any way affected or impaired thereby
7.11 TENANT'S OPTION TO DETERMINE
The Tenant may determine this Lease on the date of expiry of the fifth
year of the Term (the "DETERMINATION DATE") subject to complying with
the conditions set out below (the "BREAK CONDITIONS"):
The Break Conditions are that the Tenant shall:
(a) give to the Landlord not less than six month's notice in writing
of its intention to determine the Lease on the Determination
Date
19
(b) up until the Determination Date have paid the Rents reserved by
and substantially performed and observed the material covenants
agreements conditions and other provisions contained in the
Lease
(c) yield up the Premises with vacant possession on the
Determination Date and
(d) pay to the Landlord on the Determination Date a sum equal to six
months' rent at the rate payable immediately before the
Determination Date
If the Tenant complies with the Break Conditions then the Lease shall
immediately cease and determine on the Determination Date but without
prejudice to the respective rights of either party in respect of any
antecedent claim or breach of covenant
On the Determination Date the Tenant shall return the original Lease to
the Landlord together with any other title deeds and documents relating
to the Premises and shall give such assistance as the Landlord shall
reasonably require in order to cancel any entry or title relating to the
Lease at HM Land Registry
IN WITNESS whereof this Lease has been executed as a deed on the date first
above written
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SCHEDULE 1
PART 1 - RIGHTS AND EASEMENTS GRANTED
1. The right to use the approaches to the Premises to and from the public
highway known as Bakewell Road for pedestrian and vehicular access to
and egress from the Building
2. The right (in common with the Landlord and other persons having a like
right for the Tenant and all persons expressly or by implication
authorised by it to use the Common Parts and fire escapes or routes of
escape in the Building for the purposes of access to and from the
Premises
3. The right of support from the remainder of the Building and Development
Site for the protection and benefit of the Premises
4. The right to use all or any of the Conduits serving the Premises in so
far as such Conduits cross the remainder of the Building and Development
Site and including any such Conduits which shall come into existence
within the Term and shall be designed for and capable of such use
5. The right to enter on to any part of the remainder of the Building and
the Development Site upon giving reasonable notice to the Landlord
(except in an emergency) to carry out any works necessary to fulfil any
covenants on the part of the Tenant and/or to enjoy fully the rights
granted by this Lease including the right to enter on to the remainder
of the Building and Development Site to repair maintain inspect alter
renew and replace any Conduits serving the Premises the Tenant making
good any damage thereby caused to the reasonable satisfaction of the
Landlord
6. the right to exhibit the Tenant's name (the form and size to be
previously agreed by the Landlord) and the name of any other authorised
occupier in the manner adopted for the Building by the Landlord on the
name-board near the entrance to the Building
7. the right to load and unload to and from lorries at the service loading
facility
8. the exclusive right (but without demise and at the Tenant's own risk) to
park 59 private motor cars and/or light vans within the 59 spaces as
shown edged on Plan 3 subject always however to the Landlord's right to
temporarily re-allocate such spaces in accordance with paragraph 11 of
Part 2 Schedule 1
PART 2 - RIGHTS AND EASEMENTS EXCEPTED AND RESERVED
The following rights and easements are excepted and reserved out of the Premises
in favour of the Landlord and the tenants and occupiers of the Building and all
other persons authorised by the Landlord of having the same rights and
easements:
1. The free and uninterrupted use of all Conduits which are now in the
Premises and serve the remainder of the Building and Development Site
2. The right of support from the Premises for the protection and benefit of
the remainder of the Building and Development Site
3. The right at any time during the Contractual Term on reasonable notice
to enter the Premises to inspect cleanse repair or replace the Conduits
serving the remainder of the Building and Development Site
4. The right to alter add or execute any other works to the Adjoining
Property in such a manner as the owner of the Adjoining Property shall
think fit notwithstanding the fact that the same may obstruct or
interfere with the passage of light and air to the Premises but
21
not so that the Tenant's use and occupation thereof is materially
affected for the benefit of the owners of the Adjoining Property
5. The foregoing rights are reserved to the Landlord subject to the proviso
that in exercising any of these rights the Landlord shall ensure that as
little damage as is reasonably practicable is caused to the Premises and
make good to the reasonable satisfaction of the Tenant all damage
thereby caused
6. The right to erect scaffolding on the Building in connection with the
performance of any covenants on the part of the Landlord herein
contained or for such other purposes as the Landlord may from time to
time reasonably require notwithstanding such scaffolding may temporarily
diminish the access of light and air to the Premises but provided always
that it shall not materially restrict access thereto
7. The rights of light air support protection shelter and all other
easements and rights now or after the date of this Lease belonging to or
enjoyed by any other part of the Building or any Adjoining Property or
any other adjoining or neighbouring property
8. The right at any time during the Term on requisite notice to enter (or
in cases of emergency to break into and enter) the Premises:
(a) to inspect the condition of the Premises and take schedules of
condition and inventories of fixtures and other items to be
yielded up on the expiry of the Term
(b) to view the condition of and repair maintain and decorate any
Systems where such viewing or work cannot otherwise be
practicably carried out
(c) to carry out work or do anything whatever comprised within the
Landlord's obligations in this Lease
(d) to exercise any of the rights granted to the Landlord by this
Lease
(e) to execute any works on the Premises which the Landlord may be
statutorily liable to carry out notwithstanding any contract to
the contrary
(f) to affix during the last six months of the Term upon any
suitable part of the Premises a notice board or boards for
re-letting the same
(g) for any other reasonable purpose connected with the Landlord's
interest in the Premises or the Building including (without
limitation) for the purposes of valuing or disposing of any
interest of the Landlord or any superior Landlord and for doing
anything to prevent the forfeiture of any Superior Lease
9. The right to use the systems which are now in the Premises and serve
other premises or which shall come into existence within the perpetuity
period and shall be designed for and be capable of such use
10. Subject to the payment of the sums referred to in clause 4.24(a) of this
Lease a right to use the reception facilities on the ground floor of the
Building
11. The right to re-allocate temporarily any number of car parking spaces
upon giving reasonable notice (save in cases of emergency where no such
notice shall be required) should this be required to carry out any works
to the Building or the Common Parts
12. The right to enter the Premises at any time to carry out works or do
anything whatever comprised within the Landlord's obligations in this
Lease or the Superior Landlord's obligations in the Superior Lease
22
SCHEDULE 2
PRINCIPAL RENT AND RENT REVIEW
1. DEFINITIONS
In this schedule the following words and expressions have the following
meanings:
1.1 "ASSUMPTIONS" means the following assumptions at the relevant Review
Date:
(a) that no work has been carried out on or to the Premises by the
Tenant its sub-tenants or their predecessors in title during the
Term which has diminished the rental value of the Premises
(b) that if the Premises have been destroyed or damaged by the
Insured Risks they have been fully restored
(c) that the covenants contained in this Lease on the part of the
Tenant have been fully performed and observed
(d) that the Premises are available to let as a whole by a willing
landlord to a willing tenant without a fine or premium being
paid by either party and with vacant possession
(e) that the Premises are ready for and fitted out and equipped for
immediate occupation and use for the Permitted User
(f) that the lease referred to in paragraph 1.1(d) contains the same
terms as this Lease other than the amount of the Principal Rent
and except as set out in paragraph 1.1 (g)
(g) that the term of the lease referred to in paragraph 1.1(d) is
equal in length to (a) the residue of the Contractual Term
remaining unexpired at the relevant Review Date or (b) ten years
whichever is the greater and that such term begins on the
relevant Review Date and that the years during which the tenant
covenants to decorate the Premises are at similar intervals
after the beginning of the term of such lease as those specified
in this Lease and that such lease does not permit the Premises
to be used as a serviced or managed office facility (unless the
Premises shall in fact be used for such purposes at the relevant
Review Date)
(h) that the rent would not be discounted in any way to reflect any
rent concession or other benefit which the Tenant referred to in
paragraph 1.1(d) would be given for the purpose of fitting out
the Premises
1.2 "DISREGARDED MATTERS" means:
(a) any effect on rent of the fact that the Tenant its sub-tenants
or their respective predecessors in title have been in
occupation of the Premises
(b) any goodwill attached to the Premises by reason of the carrying
on at the Premises of the business of the Tenant its sub-tenants
or their predecessors in title in their respective businesses
(c) any increase in rental value of the Premises attributable to the
existence at the relevant Review Date of any improvements to the
Premises carried out with consent where required otherwise than
in pursuance of an obligation to the Landlord or its
predecessors in title (provided always that the fact that the
Tenant may have obtained a licence for the purpose of carrying
out any improvements or other works from the Landlord shall not
be construed as meaning that such works
23
are carried out in pursuance of an obligation to the Landlord)
by the Tenant its sub-tenants or their respective predecessors
in title during the Term or during any period of occupation
prior to the Term arising out of an agreement to grant such term
or it being acknowledged by the parties that any fitting-out
works carried out by the Landlord at its expense prior to the
date of this Lease shall not be treated as one of the
Disregarded Matters
1.3 "PRESIDENT" means the President for the time being of the Royal
Institution of Chartered Surveyors the duly appointed deputy of the
President or any person authorised by the President to make appointments
on his behalf
1.4 "PRINCIPAL RENT" means:
(a) from and including the Rent Commencement Date until and
including the day before the first Review Date the Principal
Rent specified in the Particulars and
(b) during each Review Period a rent equal to the greater of:
(i) the Principal Rent payable immediately prior to the
relevant Review Date and
(ii) such Principal Rent as may be ascertained in accordance
with this schedule
1.5 "REVIEW DATE" means 2 June 2008
1.6 "REVIEW PERIOD" means the period beginning on any Review Date and ending
on the day prior to the next Review Date or beginning on the last Review
Date and ending on the date of expiry of the Contractual Term
1.7 "SURVEYOR" means a chartered surveyor who has been qualified as such for
not less than ten years and is experienced in the letting and (or)
valuation of premises of a similar nature to and situate in the same
region as the Premises and used for purposes similar to the Permitted
User at the date of his appointment to be appointed in accordance with
the provisions of paragraph 2.3 of this schedule
2. ASCERTAINING THE PRINCIPAL RENT
2.1 The Principal Rent for any Review Period may be agreed in writing
between the parties at any time between the date three months before the
Review Date and the end of the term or in the absence of agreement may
be determined by the Surveyor
2.2 The Principal Rent to be determined by the Surveyor shall be such as he
shall decide to be the rent which might reasonably be expected to become
payable in respect of the Premises after the expiry of a rent-free
period for fitting out of such length as would be negotiated in the open
market between a willing landlord and a willing tenant upon a letting of
the Premises in the open market at the Review Date making the
Assumptions but disregarding the Disregarded Matters
2.3 The Surveyor shall:
(a) be appointed by agreement between the parties or (in the absence
of agreement within ten Business Days of one party giving notice
to the other of its nomination or nominations) nominated by the
President on the application of either party made not earlier
than the relevant Review Date or at any time afterwards
(b) act as an expert
(c) invite the Landlord and the Tenant to submit to him within such
time limits (not being less than 15 Business Days) as he shall
consider appropriate a valuation
24
accompanied if desired by a statement of reasons and such
representations and cross representations as to the amount of
the Principal Rent with such supporting evidence as they may
respectively wish
(d) within 20 Business Days of his appointment or within such
extended period as the Landlord and the Tenant shall jointly
agree in writing give to each of them written notice of the
amount of the Principal Rent as determined by him
2.4 The fees and expenses of the Surveyor including the cost of his
nomination shall be in the award of the Surveyor and failing such award
the same shall be payable by the Landlord and the Tenant in equal shares
who shall each bear their own costs fees and expenses
2.5 If one party shall upon publication of the Surveyor's award pay the
Surveyor's fees and expenses that party shall be entitled to recover
such proportion (if any) of them as the Surveyor shall award against the
other party
2.6 If the Surveyor fails to give notice of his determination within the
time aforesaid or if he dies is unwilling to act or becomes incapable of
acting or if for any other reason he is unable to act either party may
request the President to discharge the Surveyor and appoint another
surveyor in his place to act in the same capacity which procedure may be
repeated as many times as necessary
2.7 Whenever the Principal Rent shall have been ascertained in accordance
with this schedule memoranda to this effect shall be signed by or on
behalf of the parties and annexed to this Lease and its Counterpart and
the parties shall bear their own costs in this respect
3. PAYMENT OF PRINCIPAL RENT
3.1 If the Principal Rent shall be ascertained on or before the Review Date
and the Review Date is not a quarter day the Tenant shall on the Review
Date pay to the Landlord the amount by which one quarter's Principal
Rent at the rate payable on the immediately preceding quarter day is
less than one quarter's Principal Rent at the rate of the revised rent
apportioned on a daily basis for that part of the quarter during which
such revised rent is payable
3.2 If the Principal Rent payable during any Review Period has not been
ascertained by the Review Date then immediately after the date on which
the same has been agreed between the parties or the date on which the
Surveyor's determination shall be received by one party the Tenant shall
pay to the Landlord:
(a) any shortfall between the Principal Rent which would have been
payable on the Review Date and on any subsequent quarter days
had the Principal Rent been ascertained on or before the Review
Date and the payments made by the Tenant on account and
(b) interest at three percentage points below the Interest Rate
prevailing on the date upon which the shortfall is paid in
respect of each instalment of Principal Rent due on or after the
Review Date on the amount by which the instalment of Principal
Rent which would have been paid on the Review Date or such
quarter day exceeds the amount paid on account and such interest
shall be payable for the period beginning on the date upon which
the instalment was due and ending on the date of payment of the
shortfall
3.3 If the Principal Rent payable during any Review Period has not been
ascertained by the Review Date the Principal Rent shall continue to be
payable at the rate previously payable on account of the Principal Rent
for the Review Period
25
4. ARRANGEMENTS WHEN INCREASING PRINCIPAL RENT PREVENTED
4.1 If at any of the Review Date there shall be in force a statute which
shall prevent restrict or modify the Landlord's right to review the
Principal Rent in accordance with this Lease and (or) to recover any
increase in the Principal Rent the Landlord shall once such restriction
or modification is removed relaxed or modified be entitled (but without
prejudice to its rights (if any) to recover any Principal Rent the
payment of which has only been deferred by law) on giving not less than
one month's nor more than three months' notice in writing to the Tenant
to invoke the provisions of paragraph 4.2
4.2 Upon the service of a notice pursuant to paragraph 4.1 the Landlord
shall be entitled to proceed with the review of the Principal Rent which
may have been prevented or further to review the Principal Rent in
respect of any review where the Landlord's right was restricted or
modified and the date of expiry of such notice shall be deemed for the
purposes of this Lease to be a Review Date (provided that without
prejudice to the operation of this paragraph nothing in this paragraph
shall be construed as varying any subsequent Review Date) provided that
this provision shall not entitle the Landlord to require payment of the
Principal Rent at a level higher than that which would have been set had
the review taken place which had been missed
26
SCHEDULE 3
PARTICULARS OF MATTERS TO WHICH THE PREMISES ARE SUBJECT
Matters referred to on the registers of title number CB237542 in so far as the
same related to the Premises
27
SCHEDULE 4
SERVICE CHARGE
1. ADVANCE SERVICE CHARGE
The Advance Service Charge shall be the yearly sum specified in the
Particulars or such other yearly sum as the Landlord's Surveyor
accountant or other suitably qualified person may from time to time at
his reasonable discretion determine as being fair and reasonable and
notify in writing to the Tenant
2. ADJUSTMENT
2.1 As soon as practicable after the end of each Account Year (but in any
event no later than six months after the end of the relevant Account
Year) the Landlord shall deliver to the Tenant a statement showing in
reasonable detail the Expenditure for such year and showing the Tenant's
Proportion of such Expenditure
2.2 If the Tenant's Proportion of the Expenditure shown by such statement
shall exceed the Advance Service Charge paid in respect of such Account
Year the Tenant shall within 10 Business Days pay to the Landlord the
amount of such excess
2.3 If the Tenant's Proportion of such Expenditure shall be less than the
Advance Service Charge paid in respect of such Account Year then the
Landlord shall allow the Tenant off the next payment of the Rent or the
Advance Service Charge or at the Landlord's option (and in any event if
the tenancy has come to an end) shall immediately pay to the Tenant the
amount of such difference
2.4 The provisions of this paragraph shall continue to apply even though the
tenancy created by this Lease has come to an end but only in respect of
the period down to the end of the tenancy
3. EXPENDITURE
3.1 The Expenditure comprises the cost properly incurred by the Landlord in
respect of the Building in discharging its obligations under clause 5.2
and from providing other services that are being provided in the
interest of good estate management and/or for the proper enjoyment of
the Building by the occupiers and in particular includes (but is not
limited to) the cost properly incurred (or deemed incurred) by the
Landlord on the following items (or such of them as may from time to
time be applicable):
(a) repairing maintaining cleaning replacing and renewing the Common
Parts the Service Areas and Structure
(b) supplying hot and cold water and toilet facilities to the said
gatehouse
(c) supplying cold water to the appropriate parts of the Service
Areas and Common Parts
(d) testing lightning conductors
(e) providing staff including but not limited to security staff for
the maintenance of security in the Common Parts whether by
direct labour agency or any other means including pension
contribution and employer's National Insurance Contribution the
provision of clothing and other benefits in kind and
accommodation and in particular a reasonable sum in lieu of rent
in respect of accommodation provided rent-free for such staff
(f) providing any additional service in accordance with proviso (b)
to clause 5.2
28
(g) inspecting repairing renewing replacing and maintaining
(including decorative treatment and cleaning):
(i) the Common Parts and the Service Areas including
landscaped areas and the replacement where necessary of
plants and trees and cleaning maintenance and repair of
roadways and car park areas and
(ii) the Systems (except such part of them as are in and
exclusively serve an individual unit or office or other
accommodation which is let or intended for letting)
including taking any necessary steps to prevent the
onset and/or spread of legionella and other
contamination
(h) valuing the Building for insurance purposes not more than once
in any period of three years
(i) maintaining repairing and renewing:
(i) and providing fire prevention and fire fighting
apparatus in the Common Parts and Service Areas
(ii) security alarms and security apparatus in the Common
Parts and Service Areas
(iii) CCTV serving the Building as a whole
(j) all rates taxes assessments impositions water charges (if any)
and outgoings payable by the Landlord in respect of:
(i) the Building as a whole
(ii) the Premises together with other premises in the
Building (which together do not comprise the whole of
the Building) and
(iii) any part of the Service Areas and the Common Parts
except rent
(k) making representations against or otherwise contesting the
incidence of the provisions of any legislation order regulation
notice or statutory requirement relating to or affecting the
whole or any part of the Building including prosecuting any
action in the interests of the Building
(l) compliance by the Landlord with any notice regulation or order
of any competent authority in respect of the Building or of the
Common Parts or the Service Areas which did not require
compliance before or immediately after the Tenant commenced
occupation of the Premises
(m) the amount which the Landlord may be liable to pay in relation
to the Building as a contribution towards the expense of making
repairing maintaining rebuilding or cleaning anything used for
the Building in common with other nearby premises
(n) the control and/or eradication of any pests in or about the
Building
(o) the proper and reasonable fees and expenses of any surveyor
accountant or other person in connection with the preparation of
any statement of Expenditure or of the Tenant's Proportion (or
if such work is performed by the Landlord's own staff a
reasonable fee for the Landlord)
29
(p) the proper and reasonable fees and expenses of the Landlord's
Surveyor and any other person or firm employed by the Landlord
for the management of the Building (but excluding the collection
of the rents payable by the Landlord's tenants in the Building)
(or if such person is an employee of the Landlord a reasonable
charge for the Landlord) provided that so long as there is a
scale or scales of fees prescribed by The Royal Institution of
Chartered Surveyors for such management the fees provided for by
such scale or scales shall be deemed to be the proper fees
within the meaning of this sub-paragraph and
(q) employing or retaining such consultants as the Landlord shall
reasonably deem necessary or desirable for the efficient
management of the Building including (but not limited to)
consultants for the maintenance of all mechanical and electrical
equipment and services serving the Building
(r) cleaning as frequently as the Landlord shall in its absolute
discretion consider adequate the external and internal surfaces
of all glazing windows and window-frames in the Building
(s) any other services relating to the Building or any part of it
provided by the Landlord from time to time during the Term and
not expressly mentioned
4. CERTIFICATE
Each annual statement of the Expenditure and of the Tenant's Proportion
shall be certified by the Landlord's Surveyor and a duly certified copy
of such statement shall be conclusive evidence for the purposes of this
Lease of the matters of fact covered by such statement but the Landlord
shall upon request and payment of a reasonable inspection fee permit the
Tenant to inspect at any time up to two months after delivery of a
statement the vouchers and receipts for items included in it
30
SCHEDULE 5
AUTHORISED GUARANTEE AGREEMENT
THIS AUTHORISED GUARANTEE AGREEMENT is made on 200_
BETWEEN:
(1) [(No. __) whose registered office is at] [of]
(the "ASSIGNING TENANT")
(2) [(No. __) whose registered office is at] [of]
(the "LANDLORD")
NOW THIS DEED WITNESSES AS FOLLOWS:
5. DEFINITIONS AND INTERPRETATION
5.1 DEFINITIONS
In this agreement the following words and expressions have the following
meanings:
(a) "ASSIGNEE" means
(b) "ASSIGNMENT" means the Assignment by the Assigning Tenant to the
Assignee of the Lease
(c) "AUTHORISED GUARANTEE PERIOD" means the period from and
including the date of the Assignment until the date (if any)
when the Lease is assigned by the Assignee to a third party or
(if such Assignment is an excluded Assignment within the meaning
of section 11(1) of the Landlord and Tenant (Covenants) Act
1995) until the next Assignment of the Lease which is not an
excluded Assignment
(d) "LANDLORD" means [INSERT NAME OF LANDLORD] and includes the
party in whom the reversion immediately expectant on the
determination of the Term (as that expression is defined in the
Lease) is for the time being vested
(e) "LEASE" means [INSERT DETAILS OF LEASE] and includes all or any
deeds and documents made pursuant to or supplemental to that
lease whether or not expressed to be so
5.2 INTERPRETATION
(a) Expressions used but not defined in this agreement have the
meanings given to them in the Lease
(b) At any time when the Assigning Tenant or the Landlord comprises
two or more parties such expressions shall include all or either
of any such parties and obligations expressed or implied to be
made by or with any of them shall be deemed to be made by or
with such parties jointly and severally
6. RECITALS
6.1 The reversion immediately expectant on the determination of the Term is
vested in the Landlord
6.2 The Term is vested in the Assigning Tenant who wishes to enter into the
Assignment
31
6.3 The Landlord is willing to consent to the Assignment on condition that
the Assigning Tenant enters into this agreement as required by clause
4.11(f) of the Lease
7. COVENANT AND INDEMNITY BY ASSIGNING TENANT
7.1 In consideration of the Landlord consenting to the Assignment the
Assigning Tenant covenants with the Landlord that:
(a) the Assignee (failing whom the Assigning Tenant) will at all
times during the Authorised Guarantee Period duly perform and
observe all the covenants on the part of the Tenant contained in
the Lease (including without limitation the payment of the Rents
and all other sums payable under the Lease) in the manner and at
the times specified in the Lease and
(b) it will indemnify and keep indemnified the Landlord against all
claims demands losses damages liability costs fees and expenses
whatsoever sustained by the Landlord by reason of or arising in
any way directly out of any default by the Assignee in the
performance and observance of any of its obligations under the
Lease or the payment of any rents or other sums payable under
the Lease or arising as a result of the lease being disclaimed
by a liquidator or trustee in bankruptcy or similar officer
appointed to or in respect of the Assignee and having such power
(each a "RELEVANT DISCLAIMER")
7.2 For the purposes of clause 3.1 above the Authorised Guarantee Period
will be deemed to continue for the period specified in clause 1.1(e)
notwithstanding that a Relevant Disclaimer occurs
8. WAIVER BY ASSIGNING TENANT
The obligations of the Assigning Tenant hereunder are to constitute a
continuing security in addition to and without prejudice to any other
rights which the Landlord may have and the Assigning Tenant hereby
waives any right to require the Landlord to proceed against the Assignee
or to pursue any other remedy whatsoever which may be available to the
Landlord before proceeding against the Assigning Tenant
9. POSTPONEMENT OF CLAIMS BY ASSIGNING TENANT AGAINST ASSIGNEE
9.1 Unless otherwise instructed by the Landlord the Assigning Tenant will
not claim or accept any payment or property in any liquidation
bankruptcy composition or arrangement of the Assignee in competition
with the Landlord nor seek to recover (whether directly or by way of
set-off lien counterclaim or otherwise) any money or other property nor
exercise any other right or remedy whatsoever in respect of any sum
which may be or become due to the Assigning Tenant from the Assignee nor
exercise any rights of subrogation or indemnity against the Assignee
until in each such case all the Assigning Tenant's obligations hereunder
have been performed and discharged in full
9.2 The Assigning Tenant will forthwith pay to the Landlord an amount equal
to any set-off in fact exercised by it and will promptly pay or transfer
to the Landlord any payment or distribution or benefit in fact received
by it notwithstanding the terms of clause 5.1 above
9.3 The Assigning Tenant agrees that it will exercise any rights of
subrogation against the Assignee and any rights to prove in a
liquidation of the Assignee which it may have in accordance with the
directions of the Landlord
10. POSTPONEMENT OF PARTICIPATION BY ASSIGNING TENANT IN SECURITY
The Assigning Tenant confirms it has not taken and undertakes it will
not take from the Assignee any security in connection with its
obligations hereunder and declares that any security so taken shall be
held on trust for the Landlord and further the Assigning Tenant
32
agrees that it shall not be entitled to participate in any security held
by the Landlord in respect of the Assignee's obligations to the Landlord
under the Lease nor to stand in the place of the Landlord in respect of
any such security until all the obligations of the Assignee or the
Assigning Tenant to the Landlord under or in relation to the Lease have
been performed or discharged in full
11. NO RELEASE OF ASSIGNING TENANT
None of the following nor any combination thereof shall release
determine discharge or in any way lessen or affect the liability of the
Assigning Tenant hereunder or otherwise prejudice or affect the right of
the Landlord to recover from the Assigning Tenant to the full extent of
its obligations hereunder:
11.1 any extension of time given by the Landlord to the Assignee
11.2 the transfer of the Landlord's reversion or (subject to section 18 of
the Landlord and Tenant (Covenants) Act 1995) any variation of the terms
of the Lease (including any reviews of the Principal Rent) or the
surrender of any part thereof provided that the Assigning Tenant has
consented to such variation
11.3 the release of any person for the time being jointly or severally liable
for the Assignee's obligations or liable as surety for the Assignee's
obligations
11.4 any change in the constitution structure or powers of any of the
Assignee the Assigning Tenant or the Landlord or the liquidation
administration or bankruptcy (as the case may be) of any of the Assignee
the Assigning Tenant or the Landlord
11.5 any legal limitation or any immunity disability or incapacity of the
Assignee (whether or not known to the Landlord) or the fact that any
dealings with the Landlord or the Assignee may be outside or in excess
of the powers of the Assignee or the Assigning Tenant
11.6 the taking variation compromise renewal release or refusal or neglect to
perfect or enforce any rights remedies or securities against the
Assignee or any other person
11.7 any Relevant Disclaimer
12. DISCLAIMER OR FORFEITURE OF LEASE
The Assigning Tenant undertakes to the Landlord that:
(a) if a liquidator or trustee in bankruptcy or similar officer
having such power shall disclaim or surrender the Lease or
(b) if the Lease shall be forfeited or
(c) if the Assignee shall cease to have legal existence
then the Assigning Tenant shall if the Landlord by notice in writing
given to the Assigning Tenant within six months after such disclaimer or
other event occurs so requires accept from and execute and deliver to
the Landlord a counterpart of a new lease of the Premises for a term
commencing on the date of the disclaimer or other event and continuing
for the residue then remaining unexpired of the Term (as specified in
the Lease) such new lease to be at the cost of the Assigning Tenant and
to be at the same rents and subject to the same covenants conditions and
provisions as are contained in the Lease
13. CUMULATIVE POWERS AND AVOIDANCE OF PAYMENTS
The powers conferred on the Landlord hereunder are cumulative without
prejudice to its powers under the general law and may be exercised as
often as the Landlord thinks
33
appropriate The Landlord may in connection with the exercise of its
powers join or concur with any person in any transaction scheme or
arrangement whatsoever
14. REPRESENTATIONS
The Assigning Tenant warrants and represents that it has full power to
enter into the obligations and covenants hereunder and has taken all
necessary corporate or other action required to authorise its execution
of this agreement and that the provisions of this agreement constitute
the legal valid and binding obligations of the Assigning Tenant
15. BENEFIT OF GUARANTEE
15.1 The covenants undertakings and agreements of the Assigning Tenant
hereunder shall enure for the benefit of the successors and assigns of
the Landlord to the Lease without the necessity for any Assignment
thereof to such successors and assigns
15.2 Without prejudice to clause 11.1 above the Landlord may Assign the
benefit of the provisions of the Lease and the covenants undertakings
and agreements of the Assigning Tenant hereunder to any third party and
the Assigning Tenant shall join in such documents as may be necessary to
effect such Assignment
16. INTEREST ON LATE PAYMENT
The Assigning Tenant will pay Interest on all sums payable by it to the
Landlord hereunder
17. WAIVER
No delay or omission by the Landlord in exercising any right power or
privilege hereunder shall impair such right power or privilege or be
construed as a waiver of such right power or privilege
18. INVALIDITY
If at any time any one or more provisions of this agreement is or
becomes invalid illegal or unenforceable in any respect under any law
the validity legality and enforceability of the remaining provisions
hereof shall not be in any way affected or impaired thereby IN WITNESS
whereof this agreement has been executed as a deed on the date first
above written
[EXECUTION CLAUSES TO BE ADDED AS REQUIRED]
[End of schedule [5]]
34
Executed as a Deed by ROYAL & SUN ALLIANCE )
INSURANCE PLC: )
)
/s/ Xxxxxx Xxx
Attorney
Signed as a deed by eRESEARCHTECHNOLOGY LIMITED )
acting by two directors or a director and the )
company secretary: )
)
/s/ Xxxxx Xxxxxxx Director
/s/ Xxxxx Xxxxx Director/Secretary
35
