EXHIBIT 10.12
DATED 21ST OCTOBER 1988
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MARWELL PROPERTY INVESTMENTS LIMITED
- and -
COOPERVISION HOLDINGS
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L E A S E
relating to
Xxxx 0 Xxx Xxxxxx Xxxxxxxxxx
Xxxxxx Hedge End
Southampton
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XXXXXX XXXXXX & XXXXXX
00 Xxxxxxxxx Xxxxx
Xxxxxx
XX0X 0XX
Tel: 00-000 0000
Ref: 25/025/FA21/9/9/88
THIS LEASE is made the 21st day of October One thousand nine hundred and eighty-
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eight B E T W E E N (1) MARWELL PROPERTY INVESTMENTS LIMITED whose registered
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office is at 000X Xxxxxxxxx Xxxxxxxxx Xxxxx Xxxx Xxxx Xxxxxxx Xxxxxx Xxxxxx
(hereinafter called "the Landlord") and (2) COOPERVISION HOLDINGS whose
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registered office is at Xxxxxxxxx Xxxxx 0 Xxxxxx Xxxx Xxxxx Xxx Southampton
(hereinafter called "the Tenant")
WITNESSETH as follows:-
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Interpretation
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1. In this Lease and in the Schedules hereto:-
(1) Words importing one gender shall include all other genders and
words importing the singular shall include the plural and vice versa
(2) The headings to the clauses hereof and Schedules hereto shall be
deemed not to form any part hereof and shall not affect the interpretation
hereof in any way
(3) Where the Tenant consists of two or more persons all covenants and
agreements by and with the Tenant shall be
construed as covenants and agreements by and with such persons jointly and
severally
(4) Where the context so requires or admits the following words and
expressions shall have the following meanings:-
(a) "the Landlord" shall include the estate owner or owners for the
time being of the reversion immediately expectant on the term hereby granted and
shall also include all superior landlords
(b) "the Tenant" shall include the Tenant's successors in title
(c) "the demised premises" shall mean the premises described in the
First Schedule hereto together with all additions and improvements at any time
and from time to time made thereto and all fixtures and fittings installed by
the Landlord of every kind which shall from time to time be in or upon the said
premises (whether originally affixed or fastened to or upon the same or
otherwise) except tenants and trade fixtures
2
(d) "the Estate" shall mean the industrial complex situated at Hedge
End Southampton known as The Solent Industrial Estate shown on the plan annexed
hereto and thereon edged in blue or such other larger or smaller area as the
Landlord may in its discretion from time to time stipulate
(e) "the common parts" shall mean all those parts of the Estate shown
coloured yellow and xxxxx on the plan annexed hereto and also those parts (if
any) of the Estate which are not included or intended to be included in any
lease granted or to be granted by the Landlord the Landlord reserving to itself
the right from time to time when necessary in the interests of good estate
management of amending or varying the general layout of the Estate and/or the
common parts but not the demised premises Provided Always that such amendments
or variations shall cause as little inconvenience as possible to the Tenant in
the use and enjoyment of the demised premises
(f) "the said term" shall mean the term hereby granted and any statutory
continuation or extension thereof
3
(g) "determination of the said term" shall mean the determination of
the said term whether by effluxion of time re-entry notice surrender or any
other means or cause whatsoever
(h) "the specified period" shall mean the period of eighty years from
the date of this Lease which shall be the perpetuity period applicable to these
Presents
(i) "the Planning Acts" shall mean the Town and Country Planning Acts
1971 and 1972 the Town and Country Planning (Amendments) Xxx 0000 the Town and
Country Amenities Xxx 0000 and the Local Government Planning and Land Xxx 0000
(j) "these presents" shall mean this Lease and the Schedules thereto
any licence granted pursuant thereto any deed of variation of the provisions
hereof and any instrument made supplemental hereto
(k) "insured risks" shall mean the risks from time to time covered by
the policy or policies of insurance
4
effected by the Landlord pursuant to its covenant hereinafter contained
(l) "prescribed rate" shall mean interest at an annual rate of 2%
above the base lending rate of Midland Bank Plc applicable from time to time
during any period during which any payment of interest accrues due under these
presents
(5) These presents shall unless the context otherwise requires be construed on
the basis that:
(a) any reference to any Act or any section of any Act shall be deemed
to include any amendment modification or re-enactment thereof and any statutory
instrument bye-law rule directive order or regulation made thereunder for the
time being in force
(b) any covenant by the Tenant not to do any act or thing shall be
deemed to include a covenant not to suffer or permit the doing of that act or
thing
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(c) covenants and obligations made or assumed by any party shall be
binding and enforceable against his personal representatives
2. IN consideration of the rents covenants and conditions hereinafter reserved
and contained and on the part of the Tenant to be paid performed and observed
the Landlord HEREBY DEMISES unto the Tenant ALL THAT the premises described in
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the First Schedule hereto TOGETHER WITH (in common with the Landlord and all
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other persons entitled thereto and subject to the exceptions reservations and
provisions hereinafter contained) the rights and privileges set out in the
Second Schedule hereto EXCEPT AND RESERVING unto the Landlord and its lessees
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tenants agents servants licensees and other persons claiming through or under
the Landlord and all other persons who now have or may hereafter be entitled to
or are granted by the Landlord a similar right or rights the easements rights
and privileges specified in the Third Schedule hereto TO HOLD the same unto the
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Tenant subject to any rights of statutory or other undertakings in respect of
services to the Estate and the demised premises now existing or to be created
within the specified period for a term of Twenty Years from the 25th day of
March 1988 hereof PAYING therefor throughout the said term and so in proportion
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for any less time than a year FIRST the
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yearly rent of NINETEEN THOUSAND POUNDS ((Pounds)19,000.00) by four equal
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quarterly payments in advance on the usual quarter days in every year without
deduction whatsoever the first of such quarterly payments hereof for the period
of the 25th day of March 1988 until the 24th day of June 1988 shall be paid on
the signing hereof AND SECONDLY by way of further rent an amount equal to that
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incurred by the Landlord from time to time in complying with the covenant in
clause 4(l) hereof for the insurance of the demised premises such rent to be
paid on demand AND THIRDLY by way of further rent a contribution payable in
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accordance with the provisions of the Fourth Schedule hereto in respect of the
service charge mentioned in the said Fourth Schedule (together with any Value
Added Tax due and payable thereon) the first payment of rents under this Lease
being made on the execution hereof PROVIDED ALWAYS that in the event of the said
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rents or any part thereof being in arrear for more than 14 days whether in the
case of the rent first hereinbefore reserved lawfully demanded or not the Tenant
shall pay interest calculated on a daily basis with quarterly rests at the
Prescribed Rate on the amount in arrear from the day on which it became payable
until the day payment is made and to be payable to the Landlord on demand
without prejudice to any other rights the Landlord may enjoy and the aggregate
amount for the time being so payable shall at the
7
option of the Landlord be recoverable by action or as rent in arrear
Tenants covenants
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3. THE Tenant HEREBY COVENANTS with the Landlord as follows:-
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To pay rent
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(1) To pay the rents hereby reserved and any interest on arrears of
rent as hereinbefore provided on the days and in manner aforesaid without any
deduction whatsoever
Taxes
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(2) To bear pay and discharge all existing and future rates taxes
levies assessments duties outgoings charges and impositions whatsoever (whether
imposed by statute or otherwise and whether of a national or local character)
now or at any time or times during the said term assessed imposed or charged
upon or payable in respect of the demised premises or any part or parts thereof
and whether payable by the Landlord or Tenant or by the owner or occupier
thereof save for any tax assessable on the Landlord in respect of the rents
payable hereunder or in respect of any dealing with the reversion either
mediately or immediately expectant on the term hereof
8
V.A.T.
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(3) To pay to the Landlord or (as the case may be) to its solicitors
surveyors or other agents to whom any payment is due under the covenants
agreements and provisions herein contained or implied which is a payment whereon
Value Added Tax or other similar fiscal charge is chargeable if the Landlord is
not eligible to treat as an input credit the amount of Value Added Tax or other
similar fiscal charge chargeable in respect of the payment at the rate
applicable to that payment
Gas electricity and water charges
---------------------------------
(4) To pay for all gas and electricity and water consumed on or by the
demised premises and all telephone charges and to observe and perform at the
Tenants expense all present and future regulations and requirements of the gas
and electricity and water supply authorities and the Post Office concerning the
demised premises and to keep the Landlord indemnified in respect thereof and to
reimburse to the Landlord a properly apportioned part (to be determined by the
Landlord in case the same is not separately metered or gauged) of all sums paid
by the Landlord from time to time to the electricity gas or water supply
authorities or to the Post Office in respect
9
of any consumption or supply of electricity gas or water or telephone or in
respect of any connection to or alteration or repair of the wiring or piping or
other machinery or equipment in or about the Estate used for electricity or
water supply or gas or telephone which benefits the demised premises or any part
thereof
Repair
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(5) At all times during the said term to keep and maintain the whole
of the demised premises in good and substantial order repair and condition and
in whole or in part rebuild or renew the same as necessary (except damage by the
insured risks provided such policy or policies shall not have become vitiated or
payment of the policy monies refused in whole or in part in consequence of some
act neglect or default of the Tenant or of any sub-tenant or any other party
under the control of the Tenant) PROVIDED THAT nothing contained in this sub-
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clause shall require the Tenant to put or keep the demised premises in any
better state of repair or condition than the same are in at the date hereof
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Decoration
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(6) Without prejudice to the generality of the next preceding sub-
clause in every fifth year of the said term and also in the year preceding the
determination of the said term to paint in a proper and workmanlike manner all
the inside wood iron and other parts heretofore or usually painted of the
demised premises with a sufficient number of coats of good quality paint and
also with every such internal painting to clean wash stop whiten distemper and
otherwise decorate and treat in a proper and workmanlike manner all such
internal parts of the demised premises that have been so treated and also in
every third year of the said term and in the year preceding the determination of
the said term (unless the last exterior painting was done within twelve months
of the date of such determination) to paint in a proper and workmanlike manner
all the external parts heretofore or usually painted and all additions thereto
with a sufficient number of coats of good quality paint and so that in the year
preceding the determination of the said term the tints or colours on each
occasion to be approved in writing by the Landlord (such approval not to be
unreasonably withheld) and french polish or otherwise treat in a good and
workmanlike manner using good quality
11
materials all exterior parts of the demised premises as are usually or
heretofore french polished or otherwise treated AND to wash down all tiles
cladding glazed bricks or polished stone or similar washable surfaces and
repoint all brickwork as and what required and to keep the windows of the
demised premises properly cleaned inside and outside and to keep any part of the
demised premises not covered by buildings in a neat and tidy condition and free
from weeds
Yield Up
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(7) At the determination of the said term quietly to yield up to the
Landlord the demised premises duly painted repaired cleaned maintained amended
and kept in accordance with the covenants in that behalf herein contained
Provided however that the Tenant may prior to the date of such expiration or
determination remove all tenants or trade fixtures making good nevertheless at
the expense of the Tenant and to the reasonable satisfaction of the Landlord any
damage to the demised premises caused by such removal and shall remove all the
Tenants furniture fittings papers and refuse and so that the Landlord may treat
as abandoned by the Tenant and may arrange for the removal and destruction of
any such
12
fixtures and other items not removed by the Tenant at the expiration or
determination and the cost of such removal and destruction shall be paid by the
Tenant to the Landlord on demand
Fire Fighting Equipment
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(8) To keep the demised premises sufficiently supplied and equipped
with fire fighting and extinguishing apparatus and appliances which shall be
open to the inspection and maintained to the reasonable satisfaction of the
Landlord and to the satisfaction of the local fire authority and
of insurers and also not to obstruct the access to or means of working of such
apparatus and appliances
Entry for Repairs
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(9) To permit the Landlord and any person authorised by it upon at
least 48 hours prior written notice (except in emergency) to enter upon the
demised premises at all reasonable hours during the daytime to view the state
and condition and user of the same and the landlord's fixtures and fittings
therein and of all defects decays and wants of reparation there found for which
the Tenant shall be responsible hereunder to give notice in writing to the
Tenant and within two months next after every such
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notice as aforesaid (or immediately in case of need) to commence to repair well
and substantially and make good all such defects decays and wants of reparation
to the demised premises and the fixtures and fittings therein for which the
Tenant is liable hereunder PROVIDED ALWAYS that if the Tenant shall make default
in the execution of the repairs and works referred to in such notice it shall be
lawful for the Landlord and any persons authorised by the Landlord (but without
prejudice to the right of re-entry hereinafter contained) to enter upon the
demised premises and execute such repairs and works and the cost thereof
(including any surveyors or other fees incurred and whether or not such repairs
and works are executed by the Landlord) shall be repaid by the Tenant to the
Landlord on demand together with interest on the expenses incurred by the
Landlord under the above proviso in accordance with the terms of the proviso to
clause 2 of this Lease relating to late payments of rents
Taking inventories
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(10) To permit the Landlord and any person authorised by the Landlord
to enter upon the demised premises at all reasonable hours during the daytime by
prior written appointment to take schedules or inventories of
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landlord's fixtures and fittings and things to be yielded up at the
determination of the said term
Acts of Parliament
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(11) To observe and comply with the provisions and requirements of
every enactment (which expression in this Lease includes as well every Act of
Parliament already or hereafter to be passed as every order regulation and bye-
law already or hereafter to be made under or in pursuance of any such Act and
without prejudice to the generality of the foregoing specifically includes the
Factories Acts the Offices Shops and Railway Premises Act 1963 the Health and
Safety at Work etc Xxx 0000 and every order and regulation made or to be made
thereunder) so far as they relate to or affect the demised premises and maintain
all arrangements which by or under any enactment or bye-law are or may be
required at any time during the said term to be executed provided or maintained
whether by the Landlord or the Tenant and to indemnify the Landlord at all time
against all costs charges and expenses of or incidental to the execution of any
works or the provision of maintenance of any arrangements so required as
aforesaid and not at any time during the said term to do or omit or suffer to be
done or omitted in or
15
about the demised premises any act or thing by reason of which the Landlord say
under any enactment incur or have imposed upon it or become liable to pay any
penalty damages compensation costs charges or expenses
Planning Acts
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(12)(i) To comply in all respects during the currency of this Lease
with the provisions and requirements of the Planning Acts and all licences
consents permissions and conditions (if any) granted or imposed thereunder or
under any enactment repealed thereby so far as the same respectively relate to
or affect the demised premises or any parts thereof or any operations works acts
or things already or hereafter to be carried out executed done or omitted
thereon or the use thereof for any purpose and to pay any development charge or
other charge imposed in respect of any such matter arising from any act
commission or omission whatsoever of the Tenant or any party under the control
of or on behalf of the Tenant and indemnify the Landlord against all proceedings
expenses claims and demands in respect of any contravention by the Tenant of any
provision of the Planning Acts
16
(ii) Not to do on or in relation to the demised premises anything by
reason of which the Landlord may under any enactment whatever become liable to
pay any penalty damages costs compensation charge levy tax or other monies and
in any event
Subject only to any statutory requirement to the contrary to pay and satisfy any
charge levy tax or other monies which may now or hereafter be imposed whether on
the Landlord or the Tenant under any such enactment in respect of any
development or alteration or any change or continuation of use or other like
matter relating to the demised premises by the Tenant or any Sub-tenant or
occupier of the demised premises which shall occur during the said term
Copies of Notices
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(13) Within seven days of the receipt by the Tenant of the same to
supply a copy to the Landlord of any notice or order or proposal for a notice or
order or licence consent permission or direction given or made under any
enactment and any regulations orders and instruments made thereunder and
relating to the demised premises And to permit the Landlord and all persons
authorised by it at
17
all reasonable times during the daytime upon at least 48 hours prior written
notice to enter upon the demised premises to inspect the same for any purpose in
connection with any such notice order proposal licence consent permission or
direction
Join with Landlord in making Appeals etc,
-----------------------------------------
(14) At the request and cost of the Landlord to make or join with the
Landlord in making any objection representation or appeal in respect of any such
notice order proposal or direction as aforesaid or any refusal of or condition
imposed under any such licence consent or permission as aforesaid save where to
do so would be prejudicial to the Tenant's enjoyment of the demised premises
No application for Planning Permission
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(15) Not to make or suffer to be made without the consent of the
Landlord (such consent not to be unreasonably withheld or delayed) any
application for consent or permission to carry out or commence any development
(within the meaning of the Planning Acts) on or by reference to the demised
premises
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Complete Developments within Term
---------------------------------
(16) Unless the Landlord shall otherwise direct to carry out before
the determination of the said term any works (the carrying out of which is
otherwise permitted hereunder) required to be carried out in or on the demised
premises by a date subsequent to such determination as a condition of any
planning permission which may have been granted to and implemented by the Tenant
during the said term
Compensation
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(17) If the Tenant shall receive any compensation because of any
restriction placed upon the user of the demised premises or any part thereof
under or by virtue of the Planning Acts then if and when its interest hereunder
shall be determined under the power of re-entry herein contained or otherwise
forthwith to make such provision as is just and equitable for the Landlord to
receive its due benefit from such compensation unless the compensation authority
shall otherwise order
(18) To afford the Landlord during the six months preceding the
determination of the said term all reasonable facilities for the purpose of
letting the demised premises or at any time on prior reasonable written
19
notice during the said term of selling valuing or charging the same including
access to the demised premises by the Landlord or by prospective tenants or
purchasers or others having written authority from the Landlord PROVIDED THAT no
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inconvenience or disruption is caused to the Tenant
Assignment and underletting
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(19)(a) Save as hereinafter expressly provided not to agree to nor
assign transfer underlet or part with or share the possession or occupation of
nor grant any occupational licence in respect of the whole of the demised
premises or any part or parts thereof nor to charge any part or parts thereof
(b) Not to assign the demised premises (here meaning the whole
thereof) without the previous consent in writing of the Landlord which consent
shall not be unreasonably withheld or delayed in the case of a respectable and
responsible Assignee of satisfactory financial standing subject to such Assignee
if the Landlord so requires first entering into a direct covenant with the
Landlord to observe and perform the covenants on the part of the Tenant
20
herein contained during the residue of the said term and to pay the rents hereby
reserved and not further to assign or underlet or part with or share the
possession or occupation of the demised premises or any part thereof except on
the said terms as are herein contained and also subject if the Landlord shall so
require in the case of any Assignee who shall be a corporate body without a
quotation on a recognised stock exchange and in the absence of any other
acceptable security to not less than two Guarantors (of a financial status
acceptable to the Landlord) first to enter into a direct covenant with the
Landlord for guaranteeing the observance and performance of the covenants on the
part of the Tenant herein contained and secondly to covenant with the Landlord
that in the event of the Tenant during the said term becoming bankrupt or
entering into liquidation and the trustee in such bankruptcy or the liquidator
as the case may be disclaiming these presents the Guarantor shall accept from
the Landlord a new lease of the demised premises for a term equal in duration to
the residue remaining unexpired of the said term at the date of disclaimer such
lease to
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contain the same terms in all respects (including the proviso for re-
entry) as are contained in these presents
(c) Not without the Landlords prior written consent (not to be
unreasonably withheld or delayed) to underlet the whole of the demised premises
except on the same terms than those therein contained at a rent not less than
that payable hereunder at the date of such Underleass (all commutations premiums
and fines being hereby expressly prohibited) which shall be subject to review at
such intervals as shall be normal in the market for similar property at the time
of the grant thereof (but in any event at least as often as required by these
presents and simultaneous therewith) PROVIDED ALWAYS that the Tenant shall not
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be entitled (and is hereby expressly prohibited therefrom) to sub-let other than
for occupation
(d) Any underlease granted under this sub-clause shall contain
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(i) An unqualified covenant on the part of the Underlessee not to
assign transfer or underlet or part with possession or occupation of part or
parts only of the demised premises
(ii) A covenant on the part of the Underlessee that the Underlessee
will not assign or underlet the whole of the demised premises without obtaining
the previous written consent of Marwell Property Investments Limited or other
the Landlord under these presents (such consent not to be unreasonably withheld)
and of the Tenant under these presents and to provide in such Underlease that
any sub-underleases granted out of such Underlease whether immediate or mediate
shall contain similar provisions to those contained in this subclause (19)
(e) Notwithstanding the foregoing provisions of this sub-clause the
Tenant may share possession or occupation of part of the demised premises (as
distinct from the whole) with or in favour of any subsidiary or associated
company for so long as
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such relationship subsists and provided that no relationship of landlord and
tenant is thereby created
(f) Within one month of every permitted assignment transfer underlease
(whether mediate or derivative) parting with possession or occupation of these
presents or of the demised premises to give notice thereof in writing with
particulars thereof to the Landlord's Solicitors and produce to them a certified
copy of such instrument (free of expense to the Landlord) for retention by the
Landlord and to pay to them a reasonable registration fee of fifteen pounds
((Pounds)l5.00) in respect of each instrument
(g) Upon every application for consent required by this sub-clause
(19) to disclose to the Landlord such information as to the terms proposed by
the Tenant as the Landlord may reasonably require and whenever required by the
Landlord to provide in writing full details of the actual occupation of the
demised premises
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(20) To indemnify and keep indemnified the Landlord from liability in
respect of any injury to or the death of any person damage to any property (real
and personal) the infringement disturbance or destruction of any right easement
or privilege or otherwise by reason of or arising directly or indirectly out of
the repair state of repair condition or any alteration to or to the use herein
permitted of the demised premises by the Tenant and from all proceedings costs
claim and demands of whatsoever nature in respect of any such liability or
alleged liability
(21) To pay to the Landlord all reasonable costs charges and expenses
(including legal costs and fees payable to a Surveyor) which may be reasonably
incurred by the Landlord in or in contemplation of or incidental to any
proceedings under Sections 146 and 147 of the Law of Property Xxx 0000 and
preparation and service of any notice in respect thereof notwithstanding
forfeiture for any breach by the Tenant shall be avoided otherwise than by
relief granted by the Court or for the purpose of or in reasonable contemplation
of or incidental to the preparation and service or justifiable schedules of
dilapidations or notice under the foregoing provisions of
25
this Sub-clause during the said term or within three months after the
determination thereof
User
----
(22)(a) To use and occupy the demised premises for the purpose only of
uses within the meaning of Class Bl of The Town & Country Planning (Use Classes)
Order 1987 or for such other use for which the Landlord may give previous
consent in writing (such consent not to be unreasonably withheld) and for which
the consent of the Planning Authority for the time being shall have been
obtained
(b) Not to use or allow the demised premises or any part thereof to be
used for residential or sleeping purposes
(c) Not to use any other part of the Estate than the demised premises
for the parking of motor or other vehicles
(d) Not to load or unload or pack or stack upon any of the common
parts except those parts (if any) designated for that purpose
26
Alterations
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(23) Not at any time during the said term to damage interfere with or
make any addition to or alteration in the demised premises or any party wall or
any service conduit apparatus or installation therein but nothing herein
contained shall prevent the Tenant with the prior written consent of the
Landlord (which shall not be unreasonably withheld or delayed) from making
internal non-structural alterations and it may without such consent erect or
remove from time to time demountable partitioning PROVIDED ALWAYS that at the
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determination of the said term the Tenant shall at the request of the Landlord
dismantle and remove all non-structural internal alterations and demountable
partitioning then in the demised premises and reinstate the demised premises and
make good forthwith any damage caused
Advertisements
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(24) Not to exhibit affix to or display or permit or suffer to be
exhibited affixed to or displayed on or from the exterior of the demised
premises or on the external walls rails or fences thereof any sign signboard
fascia placard lettering notice price label blind flag pennant sky-sign or any
advertisement of any kind whatsoever except such
27
as shall have been previously approved in writing by the Landlord such approval
not to be unreasonably withheld or delayed in the case of the usual trade signs
of the Tenant and in the event of any such approval being given to observe the
terms thereof and at the determination of the said term to remove every such
thing so approved and forthwith make good the demised premises Provided Always
that the Tenant shall have the right in common with others to place its name
upon any general estate board erected for the purpose subject to the same being
previously approved by the Landlord
Floor loading
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(25) Not to knowingly place or suspend any object of excessive weight
on or from the floors ceilings roofs or walls or structure of the demised
premises nor without the Landlord's previous written consent not to be
unreasonably withheld or delayed to set up or permit to be set upon on any part
of the demised premises any steam gas or electric or other boiler engine machine
or mechanical contrivance other than the Tenant's usual business machinery
28
Not to prejudice insurance
--------------------------
(26) (a) Not to do in or on the demised premises or the Estate
anything whereby the insurance of the Estate the demised premises or the
Landlords fixtures and fittings against the insured risks may be vitiated or
prejudiced nor without the consent of the Landlord do or allow to be done
anything whereby any additional premium may become payable for the insurance of
the demised premises or of any other parts of the Estate and in the event of any
Landlords insurance policy for the Estate or any part thereof being vitiated in
consequence of any act action or omission of the Tenant or any Sub tenant of the
Tenant fully and effectually to indemnify the Landlord against all costs claims
proceedings or losses resulting from any damage or injury to the Estate or any
part thereof in respect of which compensation is not forthcoming from the
Landlords insurance company and against all costs of any increased or additional
premiums incurred by the Landlord
(b) To notify the Landlord forthwith upon becoming aware of the same
of any damage to or destruction
29
of the demised premises or any part thereof occasioned by the occurrence of any
of the insured risks
(c) In the event of the Estate or the demised premises or any part
thereof being damaged or destroyed by any of the insured risks at any time
during the said term and the insurance money under any insurance effected
thereon by the Landlord being wholly or partially irrecoverable by reason of any
act or default of the Tenant or of any Sub-tenant of the Tenant then and in
every such case the Tenant will forthwith (in addition to the said rents) pay to
the Landlord the whole (or as the case may require) a fair proportion of the
cost of rebuilding and reinstating the same any dispute as to the proportion to
be so contributed by the Tenant or otherwise in respect of or arising out of
this provision to be referred to arbitration in accordance with the provisions
of the Arbitration Xxx 0000
(d) Not without the prior written consent of the Landlord to effect
any insurance (other than that
30
of plate glass) of any buildings on the demised premises but if at any time the
Tenant is entitled to the benefit of any insurance an the demised premises then
to apply all monies received by virtue of such other insurance towards making
good with all speed the loss or damage in respect of which the same shall have
been received.
Nuisance
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(27) Not to carry on or permit to be carried on upon the demised
premises or any part thereof the business to be carried on thereon in a noisy
noisome offensive or dangerous manner or do in or upon the demised premises or
any part thereof or the Estate any act matter or thing which my be or grow to be
or become a nuisance or an annoyance or a disturbance to the Landlord or its
tenants or lessees or the owners lessees or occupiers for the time being of any
premises forming part of the Estate
Auctions
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(28) Not at any time during the said term to hold or permit any sale
by auction to be held upon the demised premises or any part thereof without the
written consent of the Landlord for that purpose first obtained
31
Obstruction etc
---------------
(29) (a) Not to do or permit any act or thing whereby the common
parts or any part thereof or any other part of the Estate may be damaged
interfered with or obstructed or the fair use thereof by others may be
hindered impeded or interfered with in any manner whatsoever and in particular
not to leave or permit to be left therein any goods or article of any kind and
to perform and observe and procure the performance and observance by all the
Tenants servants and agents and by all those coming into the Estate for any
purpose connected with the Tenants business of all bye-laws rules and
regulations of the local authority or other competent authority made from time
to time in relation to any part of the Estate
(b) Not to bring or allow to be brought into or upon nor permit to
remain in or upon the curtilage or the demised premises or the common parts or
any part thereof or any other part of the Estate or of any neighbouring or
adjoining premises any goods packaging or packing cases waste swarf trade
empties or any materials or other things of any
32
kind whatsoever (so that the same shall only be brought into the building or
buildings at the demised premises) and particularly not to trade other than from
within the building or buildings at the demised premises
Fire regulations
----------------
(30)(a) Not to use or permit or suffer to be used on any account
except in case of fire or other emergency any doors or special exits provided
for escape in case of fire
(b) At all times to comply with and observe the requirements of the
relevant authorities having power to deal with means of escape from buildings in
the event of fire so far as such requirements affect the demised premises or the
fixtures fittings or furniture therein and in common with all other tenants of
the Estate entitled to use the same to comply with and observe all the
regulations of such authorities which may apply to the remainder of the Estate
33
(c) Not to place or store in the demised premises or any part thereof
any article or thing which is or may become dangerous offensive combustible
inflammable or explosive without obtaining all required consents in relation
thereto
Encroachments etc.
------------------
(31) Not to stop up darken or obstruct any windows lights ventilators
or other openings belonging to the demised premises nor to permit any new
windows lights ventilators passage drainage or any other encroachment or
easement whatsoever to be made or acquired on or over the demised premises and
that in case any encroachment or easement shall be made or acquired or attempted
to be made or acquired the Tenant will immediately upon becoming aware of the
same give notice thereof to the Landlord and at the request and cost of the
Landlord will adopt such means as may be reasonably required or deemed proper
for preventing any such encroachment or the acquisition of any such easement
34
Landlords Regulations
---------------------
(32) To perform and observe such reasonable rules and regulations as
the Landlord may from time to time make for the general management and conduct
of the Estate therein (particularly but without prejudice to the generality of
the aforesaid relating to the direction and flow of traffic) and the
appurtenances thereof and such regulations and all amendments modifications or
additions thereto when communicated in writing to the Tenant shall be deemed to
be incorporated in this Lease
Let or sale boards
------------------
(33) To permit the Landlord to enter upon the demised premises and
affix and retain without interference upon some part or parts thereof (but not
so as to obstruct the access of light and air to the demised premises) notice
for reletting or selling the same and to permit all persons with authority from
the Landlord at all reasonable hours during the daytime upon at least 48 hours
prior notice to enter and view the demised premises
Permit entry for repairing adjoining premises
---------------------------------------------
(34) To permit the Landlord and all others authorised by the Landlord
and the adjoining or neighbouring owners tenants
35
and occupiers with or without workmen and others and plant materials and
equipment at all reasonable times during the day time and having made prior
written appointment (save in the case of emergency) to enter and remain upon the
demised premises so far as may be necessary in order to build walls (including
party walls) or to stop up any openings in walls dividing the demised premises
from other parts of the Estate or any adjoining or contiguous premises or to
repair or rebuild any part of the Estate or any adjoining or contiguous premises
belonging to the Landlord or to cleanse lay re-lay maintain renew empty or
repair any of the sewers drains conduits gutters watercourses pipes cables wires
machinery equipment apparatus mains and roads and common parts belonging to the
same and for all purposes connected with the Landlords obligations and rights
under these presents in circumstances where such works cannot otherwise
conveniently be carried out the person exercising such rights causing as little
noise dust damage and inconvenience as reasonably practicable and forthwith
making good all damage to the demised premises or any chattels thereon
occasioned by the exercise of such rights and causing as little interference as
is reasonably possible to the Tenant's use of the demised
36
premises during the time that such work is being carried out AND ALSO that in
--------
case any dispute or controversy shall at any time or times arise between the
Tenant and the tenants or occupiers of any adjoining or contiguous premises
belonging to the Landlord including any other part of the Estate the same shall
from time to time be settled and determined by the Landlord in such manner as it
in writing shall direct in that behalf to which determination the Tenant shall
from time to time submit and which determination shall be conclusive and binding
upon the Tenant save in the case of manifest error
Prevention of damage by effluent etc. discharge
-----------------------------------------------
(35)(a) Not to permit but to take such measures as may be necessary to
ensure that any effluent discharged from the demised premises into the drains or
sewers which belong to or are used for the demised premises whether or not in
common with other premises will not be corrosive or in any way harmful to the
said drains or sewers or cause any obstruction or deposit therein and to keep
all pipes watercourses gullies and drains belonging to and used exclusively by
the demised premises properly flushed cleansed and free from obstruction
37
and if any such obstruction shall occur forthwith upon becoming aware of the
obstruction to remove the same and make good any damage caused thereby whether
to the structure or the demised premises or otherwise and to indemnify the
Landlord against any claims arising from damage caused by such obstruction to
adjoining or neighbouring premises or any part of the Estate
(b) Not to discharge or allow to be discharged from the demised
premises any fluid or anything of a poisonous or noxious nature of a kind that
will contaminate or pollute the air or water and to
indemnify the Landlord against any claim arising from damage caused by such
contamination or pollution
(c) To take at all times throughout the said term all such steps as
are necessary and proper to prevent the emanation from the demised premises of
noise fumes heat or excessive vibration especially but not only where such
emanation is to the detriment of the Landlord or any others owners or occupiers
38
of the Estate or of the adjoining or nearby premises
Cost of Licences
----------------
(36) To pay the proper and reasonable legal charges and surveyors fees
of the Landlord resulting from all applications by the Tenant for any consent of
the Landlord required by these presents and also the proper and reasonable legal
charges and surveyors fees actually incurred by the Landlord in cases where
consent is refused or the application is withdrawn
Indemnity
---------
(37) When required and on demand to contribute and pay to the Landlord
or as it may direct a fair and proper proportion of the cost of repairing
maintaining replacing renewing and cleansing all party walls fences sewers
drains pipes watercourses roads passages pavements and other easements used in
common with the occupiers of any neighbouring or adjoining premises on the
Estate
39
Landlords Covenants
-------------------
4. The Landlord hereby covenants with the Tenant as follows:
-----------------------------
Insurance
---------
(1) To keep the demised premises insured in some insurance office of
repute against loss or damage by fire explosion flood storm tempest aircraft
(and articles dropped therefrom) impact riot civil commotion malicious damage
burst pipes and overflowing of cisterns lightning and earthquake (subject to
such risks being accepted by Insurers) and such other risks as the Landlord
shall in its absolute discretion think fit (such policy to contain a non-
invalidation clause subject to the same being accepted by Insurers) to such full
reinstatement value (having regard for escalation of costs) as the Landlord's
Surveyors may from time to time recommend including cover in respect of
Architects Surveyors and other professional fees on reinstatement and three
years loss of rent and upon written request to produce details of the policy to
the Tenant together with confirmation of payment of the last premium and in the
event of the demised premises being destroyed or damaged by any of the insured
risks during the said term forthwith (as soon as the necessary
40
labour materials and permits are obtained) to lay out all monies received under
or by virtue of any insurance effected thereon (other than monies received in
respect of loss of rents) in rebuilding or reinstating the same in a good and
substantial manner PROVIDED THAT the Tenant may at any time request the Landlord
-------------
to increase the amount of insurance cover to such amount as it thinks
appropriate provided that the Landlord shall be under no obligation to do so
where the cover is maintained in respect of the demised premises and other
premises and to agree would mean increasing the premium payable by the tenants
of the other premises and those tenants object
(2) Subject to payment by the Tenant of the rents herein reserved and
provided that the Tenant has complied with all the covenants and obligations on
the part of the Tenant to be performed and observed to use its best endeavours
to provide such services as are specified in the Fifth Schedule hereto PROVIDED
--------
NEVERTHElESS that the Tenant shall have no claim against the Landlord arising
------------
out of or in respect of the failure of the Landlord to provide any of the said
services by reason directly or indirectly or circumstances outside the
reasonable control of the Landlord and in particular (but without
41
prejudice to the generality of the foregoing) by reason directly or indirectly
of any act of God or of third parties or any strike lockout or labour dispute or
any shortage of labour fuel water gas electricity or other supplies or of any
material or other defect or breakdown arising in or occurring to any part of the
service installations or other equipment in the Estate used for or in connection
with the furnishing of any service provided the Landlord shall have done all it
reasonably could to prevent such an event occurring nor shall the Landlord be
responsible for or incur any liability in respect of:
(a) any damage to any person or property by reason of any defect in
the structure (including but not exclusively foundations) of any part of the
Estate or by reason of the defective working stoppage or breaking of any
machinery power or appliance in connection therewith in circumstances beyond the
Landlords control or
(b) any loss or inconvenience which may be occasioned by any delay or
want of supply of water (including heated water) electric current gas or other
fuel
42
caused by any service installation or other equipment connected with the
supply thereof being defective or out of repair or by the closing down or
temporary withdrawal from use of any service installations or boiler or other
service equipment for periodic inspection repairs or other necessary purposes in
circumstances beyond the Landlord's control
(c) the act or default of any other tenant or any servant or agent of
any other tenant or occupant of the Estate nor for any loss occasioned by theft
or negligence of such persons or otherwise
Quiet Enjoyment
---------------
(3) That the Tenant paying the rents hereby reserved and observing and
performing the Tenants covenants hereinbefore contained shall and may peaceably
hold and enjoy the demised premises during the said term without any
interruption or disturbance from or by the Landlord or any person lawfully
claiming through under or in trust for it
43
5. PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED that
----------------------------------------------------
Re-entry
--------
(1) If the said rents hereby reserved or any part thereof shall at any
time be in arrear and unpaid for twenty-one days after the same shall have
become due (whether any formal or legal demand therefor shall have been made or
not) or if there shall be any breach of any of the covenants conditions or
agreements herein contained and on the part of the Tenant to be performed and
observed or if the Tenant or other person or persons in whom for the time being
the said term shall be vested (being an individual or individuals) or any of
them shall become bankrupt or have a receiving order made against him her or
them or make any arrangement or composition with or for the benefit of his her
or their creditors or suffer any execution to be levied at the demised premises
or if the Tenant or any assignee of the Tenant being a company shall enter into
liquidation whether compulsory or voluntary (not being merely a voluntary
liquidation for the purpose of amalgamation or reconstruction) or suffer any
execution to be levied at the demised premises or have a Receiver or Manager
appointed then and in such case it shall be lawful for the Landlord or any
person or
44
persons duly authorised by the Landlord in that behalf into or upon the demised
premises or any part thereof in the name of the whole to re-enter and the
demised premises peaceably to hold and enjoy thenceforth as if these presents
had not been made without prejudice to any right of action or remedy of either
party against the other in respect of any antecedent breach of any covenant or
condition herein contained
Notices
-------
(2) Any notice required to be given or served under these presents and
not otherwise provided for shall be served or deemed to be served if served in
accordance with Section 196 of the Law of Property Act 1925 (as amended)
Landlords development
---------------------
(3) Subject to the terms of clause 4(3) hereof nothing herein
contained or implied shall impose or be deemed to impose any restriction on the
use of any land or building not comprised in these presents or to prevent or
restrict in any way the development of any land not comprised in these presents
and further that nothing herein contained shall by implication of law or
otherwise operate or be deemed to confer upon the Tenant any easement right or
45
privilege whatsoever (other than those herein expressly granted) over or against
any adjoining or neighbouring property which now does or hereafter within the
specified period shall belong to the Landlord which would or might restrict or
prejudicially affect the future rebuilding alteration or development of such
adjoining or neighbouring property and that the Landlord shall have the right at
any time to make such alterations to or to pull down and rebuild or redevelop
any such adjoining or neighbouring property as it may deem fit without obtaining
any consent from the Tenant PROVIDED ALWAYS that no unreasonable interference or
disturbance shall materially affect the Tenant from carrying on its trade and
business and as soon as is reasonably practicable making good any damage thereby
caused to the demised premises
Suspension of rent
------------------
(4) In case the demised premises or any part thereof shall at any time
be destroyed or so damaged by any of the insured risks as to be unfit for
occupation or use then and in any such case (unless the insurance of the demised
premises shall have been vitiated by the act neglect default or omission of the
Tenant) the rents hereby
46
reserved or a fair and just proportion thereof according to the nature and
extent of the damage sustained shall be suspended and cease to be payable from
the data of such destruction or damage aforesaid until the demised premises
shall again be fit for use and occupation and such proportion in case of
disagreement shall be referred to a single arbitrator in accordance with and
subject to the provisions of the Arbitration Act 1950 or any statutory
modification or re-enactment thereof
Acceptance of Rent
------------------
(5) Notwithstanding the acceptance of of demand for rent by the
Landlord or its agent with knowledge of a breach of any of the covenants on the
part of the Tenant herein contained the Landlords right to forfeit these
presents on the ground of such breach shall remain in force And the Tenant shall
not in any proceedings for forfeiture be entitled to rely upon any such
acceptance or demand as aforesaid as a defence
Statutory Compensation
----------------------
47
(6) Except where any statutory provision prohibits the Tenants right
to compensation being reduced or excluded by agreement the Tenant shall not be
entitled to claim from the Landlord on quitting the demised premises or any part
thereof any compensation under the Landlord and Xxxxxx Xxx 0000 or any statute
modifying or re-enacting the same
Exclusion of any warranty of fitness
------------------------------------
(7) Neither the granting of this Lease nor any provision herein
contained shall operate or be construed as warranting that the demised premises
are suitable for the purpose or purposes of the Tenant and the use to which the
Tenant proposes now or hereafter to put the demised premises or any use to which
(whether subject to conditions or not) the Tenant may be at liberty or may be
required under the provisions of these presents to put the demised premises is
or may be or become legally permitted whether under the provisions of the
Planning Acts or otherwise
IN WITNESS whereof these presents have been entered into the day and
----------
year first above written
48
THE FIRST SCHEDULE
------------------
"THE DEMISED PREMISES"
----------------------
ALL THOSE parts of the Estate shown for the purpose of identification only on
---------
the plan annexed hereto and thereon edged red Together with the buildings
erected thereon or on some part thereof and known as Xxxx 0 Xxxxxx Xxxxxxxxxx
Xxxxxx Hedge End Southampton including but not exclusively doors windows window
frames and glass the whole of any structural and non-structural walls and
columns forming part of the demised premises one half in thickness of any
structural and/or non-structural wall which forms a party wall or boundary of
the demised premises with adjoining premises the screeding the foundations and
the floor and the ceilings (if any) and the roof or roofs of the demised
premises AND ALSO including all air water electricity gas and other service
--------
pipes wires ducts and conduits which are within and serve only the demised
premises
THE SECOND SCHEDULE
-------------------
Rights and Privileges
---------------------
49
(a) the right at all time with or without vehicles for the purpose only of
access to and egress from the demised premises in over and along those
parts of the common parts shown coloured xxxxx and yellow on the plan
annexed hereto as may from time to time be varied at the discretion of the
Landlord pursuant to clause 1(4)(e) of this Lease
(b) the right to use and the benefit of all easements and quasi easements and
services subsisting at the date hereof or created within the specified
period or maintained for the benefit of the demised premises in over under
or against any adjoining or adjacent premises of the Landlord to the extent
that the same are necessary for the reasonable enjoyment of the demised
premises but excluding any rights of light and air which are and to the
extent to which the same are specifically excepted and reserved herein
(c) the right to use such part of the general car park or car parking area
provided by the Landlord (if any), as may be determined by the Landlords
surveyor (subject to contributions of service charge as hereinbefore
contained) provided that such space so set aside will not be used otherwise
than by the Tenant its servants invitees or agents for the sole purpose of
parking motor vehicles in such manner as may be approved by
50
the Landlord's surveyor and that no nuisance shall be occasioned in the use
thereof
THE THIRD SCHEDULE
------------------
Exceptions and reservations
---------------------------
(a) all rights of light air and easements (but without prejudice to those
expressly hereinbefore granted to the Tenant) now or hereafter within the
specified period belonging to or enjoyed by adjacent or neighbouring land
or building from over or against the demised premises
(b) the right to build or rebuild or alter any adjacent or neighbouring land or
building of the Landlord (whether or not comprised within the Estate) in
any manner whatsoever including where necessary to erect scaffolding or
gantries and to let the same for any purpose or otherwise deal therewith
notwithstanding that the light or air to the demised premises is in any
such case thereby diminished or any other liberty easement right or
advantage belonging to the Tenant is thereby diminished or prejudicially
affected
51
(c) the right of support and shelter and all other easements and rights now or
hereafter belonging to or enjoyed by all adjacent or neighbouring land or
buildings an interest wherein in possession or reversion is at any time
during the said term vested in the Landlord
(d) the free passage and running of air gas electricity water and soil
telephone and other services through or along the pipes wires channels
drains and watercourses already or hereafter within the specified period to
be built or placed in through over or under the demised premises to and
from all other parts of the Estate and the right to lay and connect up to
the same
(e) the right in cases of emergency only to use the emergency or escape routes
now or hereafter enjoyed or required over or through the demised premises
THE FOURTH SCHEDULE
-------------------
Provision as to Service Charge
------------------------------
1. The service charge contribution payable by the Tenant shall be calculated by
reference to the proportion which the gross area (by external admeasurement) of
the buildings from time to time
52
on the demised premises bear to the aggregate gross area (similarly measured) of
the other buildings from time to time on the Estate and shall be a fair and
reasonable proportion (to be certified by the Landlords Surveyor whose decision
shall be final and binding save in the case of manifest error) of the costs and
expenses in respect of the Landlords annual expenditure which shall be the
aggregate of:
(a) the actual cost to the Landlord of the provision by it of the services
mentioned in the Fifth Schedule hereto during the relevant year (due
allowance being made where any expenditure is met out of the reserve
hereinafter mentioned) and
(b) a sum being the annual depreciation over a fair and proper period (to be
determined by the Landlord) of all the capital plant and equipment used in
or for the provision of such services
PROVIDED THAT the Landlord may in its discretion include in the Landlords annual
-------------
expenditure in any year a sum by way of reasonable reserve against anticipated
future expenditure on the said services
53
2. The Tenant shall pay to the Landlord on account of the annual service charge
on each quarter day in advance such a sum as shall in the reasonable discretion
of the Landlord be one equal fourth part of the anticipated annual service
charge for the current year such sum to be calculated having regard to the
actual service charge payable for the previous financial year
3. At the end of each year the Landlord shall as soon as practicable cause an
account to be prepared by the Landlord's auditors of the Landlords annual
expenditure for that year and send a copy thereof to the Tenant together with a
statement showing the annual service charge payable by the Tenant and the amount
paid on account by the Tenant in such year Any difference due from the Tenant
shall be paid to the Landlord within twenty-one days of the receipt of such
statement and any balance due to the Tenant shall be allowed against the next
payment on account of service charge due from it
4. For the purposes of this Schedule "year" shall mean the period from First
January to the next ensuing Thirty First December or such other commencement and
expiration date as the Landlord may declare in writing and insofar as the annual
service charge has to be calculated for any
54
period other than a year or a payment on account for any period other than a
quarter the same shall be calculated by apportionment on a daily basis
5. The Landlords certificate as to the amount of the Landlords annual
expenditure in any year shall be final and conclusive as between the Landlord
and the Tenant save in the case of manifest error and the Landlord shall make
available to the Tenant all vouchers and receipts detailing the expenditure
incurred by the Landlord
6. The Landlord will hold in trust for the benefit of all the tenants
for the time being of the Landlord's Estate all monies held by way of reserve
and the Landlord hereby covenants with the Tenant that upon the sale or other
transfer of the reversion immediately expectant upon the term hereby created
that it will cause the Purchaser or transferee to become trustee of such reserve
on behalf of the tenants as aforesaid
THE FIFTH SCHEDULE
------------------
The services to be provided by the Landlord
-------------------------------------------
55
(1) The maintenance amendment repair renewal replacement rebuilding cleansing
decorating and otherwise the keeping in good and substantial repair and
condition and the lighting of:
(a) the common parts and
(b) the boundary walls fences and gates of and in the curtilage of the
Estate and any notice or other boards erected for the benefit of the occupiers
of the Estate
PROVIDED THAT the Landlord shall not be liable to the Tenant for any defects or
-------------
want of repair unless the Landlord or its agents have had notice in writing
thereof and otherwise subject to the other provisions of those presents
(2) The operation amendment repair removal replacement rebuilding cleansing and
maintenance in good working order and repair of the equipment apparatus and
appliances (if any) in the common parts including (where applicable but
without prejudice to the generality of the foregoing) the watercourses the
soakways channels pipes drains sewers cables wires pumps meters ducts and
other conducting media the water systems and tanks the reservoirs the
sanitary appliances the electrical installation and lamps and light
fittings on the Estate and the hose reels
56
and other fire fighting appliances which the Landlord is required to
provide by statute and all other things provided for the benefit of the
Estate and for which no lessee or occupier of the Estate is exclusively
liable
(3) (a) grassing and tending and keeping tidy and planting with such flora
trees and shrubs as the Landlord shall deem at its absolute discretion to be
appropriate or such areas as the Landlord may deem at its absolute discretion
desirable
(b) maintaining renewing replacing repairing and keeping in good order
and condition all installations appurtenances appointments fixtures fittings
bins receptacles tools appliances materials and other things which the Landlord
may deem desirable or necessary for the maintenance upkeep or cleanliness of the
Estate and the supply of services to the Estate
(c) employing such solicitors and other professionals and agents
managers contractors staff and workmen as the Landlord may at its absolute
discretion deem desirable or necessary to enable or assist it to provide the
said services or any of them and for the general conduct
57
management and security of the Estate and all parts thereof and to pay all
incidental fees and other expenditure in relation to such employment (including
but without limiting the generality of such provision the payment of the
statutory and such other insurance health pension welfare and other payments
contributions and premiums as the Landlord may at its absolute discretion deem
desirable or necessary and the provision of uniforms working clothes and other
equipment for the proper performance of their duties)
(d) paying all rates taxes charges assessments impositions and other
outgoings (including but not exclusively charges (if any) for the supply of
water gas electricity or any other form of supply of energy utilities or
services) payable by the Landlord in respect of the common parts except insofar
as the Tenant or any other occupier of the Estate may be liable for the same
under the terms of this or their lease or occupation
(e) keeping the common parts insured upon similar terms (including the
Landlords covenant to reinstate) as those set forth in clause 4(l) of this Lease
58
(f) taking all steps deemed desirable or expedient by the Landlord for
complying with making representations against or otherwise contesting the
incidence of the provisions of any legislation or orders or statutory
requirements thereunder concerning town planning public health highways streets
drainage or other matters relating to the Estate for which the Tenant is not
directly liable hereunder
(g) enforcing or attempting to enforce against (a) any other tenant of
the Estate the observance of any covenant in that tenant's lease the non-
observance of which is or may be detrimental to the Tenant and (b) any owner or
occupier of adjoining or neighbouring premises the payment of any contribution
towards anything used in common with the Estate
(h) paying a contribution towards the expense of repairing renewing
and maintaining and cleansing all ways roads pavements sewers drains pipes
watercourses party walls party structures party fences walls or other
conveniences which may belong to or be used by the occupiers of the Estate in
common and in common with other premises near or adjoining thereto
59
(i) executing any works as are or at any time during the said term
shall under or by virtue of any enactment for the time being in force or by any
local or other competent Authority be directed or required to be done or
executed in respect of the Estate and for which none of the occupiers of the
Estate are liable
(j) providing any service for the benefit of the Estate as a whole
including but not exclusively at the Landlords discretion a general estate board
indicating the names of the occupiers of the Estate
PROVIDED ALWAYS that the Landlord may from time to time withhold add to extend
---------------
vary or make any alterations in the rendering of the said services or any of
them as the Landlord deems desirable so to do in the interests of good estate
management
(4) in the event only of the Landlord not appointing managing agents the
reasonable cost in respect of the general supervision and management of the
Estate by the Landlord (but not including any payment in respect of the
collection of rent)
60
(5) the costs and expenses of supplying the account and vouchers and receipts
mentioned in the Fourth Schedule hereto
(6) the supply of copies of regulations made by the Landlord under the
foregoing provision hereof and copies of all amendments or additions made
from time to time thereto
THE SIXTH SCHEDULE
------------------
PART I
------
IN this Schedule the following expressions shall have the meanings respectively
--
assigned to them unless the context otherwise requires:
(1) "the Initial Rent" the sum of (Pounds)19000.00 per annum (and so
------------------
proportionately for any part of a year) payable in respect of the period
expiring on the Review Date first occurring during the said term
(2) "the Reserved Rent" the yearly rent from time to time payable being the
-------------------
Initial Rent for the period expiring on the Review Date first occurring
during the said term and thereafter as reviewed in accordance with the
provisions of this Schedule
61
(3) "Review Date" the date of expiration of the fifth year of the said term and
-------------
the date of expiration of each successive period of five years thereafter
during the said term (but subject to the provisions of Paragraph (9) of
Part II of this Schedule)
(4) "Review period" the period between a Review Date and the next succeeding
---------------
Review Date and the expression "Relevant Review Period" shall be construed
accordingly
(5) "Open Market Rent" the yearly rent at which the demised premises might
------------------
reasonably be expected to be let at the Relevant Review Date or other date
upon which such assessment falls to be made by a willing Landlord to a
willing tenant in the open market with vacant possession and without fine
or premium for a term equal to the residue of the term hereby
granted or for a term equal to ten years whichever is the greater assuming
(i) that the buildings comprised in the demised premises remain in existence
and that the covenants and conditions on the part of the Tenant and the
Landlord contained in these presents have been duly observed and performed
and
62
(ii) by a Lease containing the same terms and provisions in all
respects as these presents (including the provisions for review of rent but
excluding the amount of the Reserved Rent) there being disregarded
(a) any effect on rent of the fact that the Tenant or any undertenant
or their respective predecessors in title have been in occupation of the demised
premises and
(b) any goodwill attached to the demised premises by reason of the
carrying on thereat of the business of the Tenant or any undertenant or their
respective predecessors in title and
(c) any increase in rental value of the demised premises attributable
to the existence at the Review Date of any improvement to the demised premises
or any part thereof carried out with consent where required otherwise than in
pursuance of an obligation to the Landlord or its predecessors in title by the
Tenant any undertenant or their respective predecessors in title during the said
term and
63
(d) any effect on rent of the Rent Restrictions or any law for the
time being in force which imposes restraint upon increase in the rent payable in
respect of the demised premises or recovery of such increases
(6) "Rent Restrictions" restrictions imposed by any Statute for the
-------------------
time being in force and any regulations or orders made thereunder which operate
to impose any limitation whether in time or amount on the review of the Reserved
Rent and/or the collection of any increase in the Reserved Rent or any part
thereof
PART II
-------
(1) The Reserved Rent shall be reviewed as at and (if appropriate) increased as
from each Review Date during the said term as hereinafter provided and the
amount of the Reserved Rent payable for each Review Period shall be the
Reserved Rent at the yearly rate which was payable in accordance with the
provisions of these presents immediately preceding the Relevant Review Date
increased by the amount (if any) by which the Open Market Rent as at such
Review Date exceeds the Reserved Rent at the aforesaid yearly rate
64
(2) The Landlord and the Tenant shall endeavour to agree the Open Market Rent
at each Relevant Review Date and any such agreement shall be in writing
signed by or on behalf of the Landlord and the Tenant
(3) If the Open Market Rent shall not have been agreed between the Landlord and
the Tenant one month before the Relevant Review Date for whatever reason
and the Landlord shall not have previously given to the Tenant notice in
writing that there will be no increase in the Reserved Rent for the
Relevant Review Period either the Landlord or the Tenant may at any time
(whether before or after the Review Date) subject to giving prior notice in
writing to the other of not less than seven days duration require the Open
Market Rent to be determined by a single arbitrator who shall be an
Independent Chartered Surveyor to be jointly appointed by agreement between
the Landlord and the Tenant Provided that such arbitrator must have
substantial experience of the area and of properties of a similar nature to
the demised premises and of the matters in dispute
(4) In default of agreement between the Landlord and the Tenant on the joint
appointment of an arbitrator such arbitrator whose appointment shall be
subject to the proviso to Paragraph (3)
65
of this Part of this Schedule shall be appointed by the President (or other
the Chief Officer or acting Chief Officer) for the time being of the Royal
Institution of Chartered Surveyors on the written application of the
Landlord or the Tenant who shall be at liberty to make such application at
any time after giving the notice last referred to in accordance with
Paragraph (3) of this part of this Schedule
(5) The arbitration shall be conducted in accordance with the Arbitration Xxx
0000 and the determination shall be final and binding upon the parties and
shall be notified in writing to the Landlord and the Tenant
(6) If such arbitrator does not give notice of his determination within a
period of two months of his appointment or within such extended period as
the Landlord and the Tenant shall jointly agree or in manner aforesaid or
if for any reason it becomes apparent that he will be unable to complete
his duties under these presents the Landlord and the Tenant may agree upon
or either of them may apply for the appointment of a new arbitrator in his
place (which procedure may be repeated as many times as may be necessary)
and the provisions of this Part of this Schedule will operate in relation
to that
66
agreement or application as in relation to any earlier agreement or
application
(7) The arbitrator's fees or charges shall be borne by the Landlord and the
Tenant in such proportions as the arbitrator shall determine
(8) If the amount of the Open Market Rent has not been ascertained by the
Review Date in accordance with the provisions hereof the Tenant shall pay
to the Landlord for any interval between the Review Date and the date when
the Open Market Rent has been ascertained as aforesaid the Reserved Rent at
the yearly rate payable immediately preceding such the Review Date and upon
the amount of the Reserved Rent payable from the Review Date being
ascertained any additional amount payable for the period commencing on the
Review Date and ending on the quarter day immediately following such
ascertainment shall be forthwith paid by the Tenant to the Landlord
together with interest thereon at the base rate from time to time of
Barclays Bank P.l.c. for the period from the Review Date to the date of
actual payment such interest to be recoverable as if it were part of the
Reserved Rent
67
(9) On each and every occasion during the said term that the Rent Restrictions
shall prevent or prohibit either wholly or partially:
(1) the operation of the above provisions for review of the
Reserved Rent and/or
(2) the collection of the Reserved Rent or any instalment or part
thereof by the Landlord or the retention thereof at any time after collection
then and in any such case:
(3) any Review Date shall be postponed to take effect on the first
date or dates thereafter upon which such review may occur and if there shall be
a partial relaxation of the Rent Restrictions there shall be a further review of
the Reserved Rent on the first date thereafter as aforesaid notwithstanding that
the Reserved Rent may have been increased in part on or since the Review Date
and/or
(4) the collection of any increase in the Reserved Rent shall be
postponed to take effect on the first date thereafter that such increase may be
collected and/or retained in whole or part and on as many occasions as shall be
required to ensure the collection of the whole increase
68
AND until the Rent Restrictions shall be relaxed either partially or wholly the
---
Reserved Rent shall be the maximum sum from time to time permitted by the Rent
Restrictions
(10) On each occasion that the Reserved Rent is reviewed pursuant to
the provisions of this Part of this Schedule the Landlord and the Tenant shall
cause a memorandum of the amount thereof payable for the Relevant Review Period
to be prepared and a counterpart thereof and for such memorandum to be signed
respectively by or on behalf of the Landlord and Tenant
(11) The Reserved Rent payable for any Review Period shall not be less
than the amount of the Reserved Rent payable for the period immediately
preceding the commencement of such Review Period
THE COMMON SEAL of MARWELL )
--------------- ------- )
PROPERTY INVESTMENTS LIMITED )
---------------------------- )
was hereunto affixed on the )
presence of: )
Director
--------
Secretary X. Xxxxxxxx
---------
69
Dated 21st October, 1988
MARWELL PROPERTY INVESTMENTS LIMITED
and
COOPERVISION HOLDINGS
--------------------------------------------------------------------------------
L E A S E
relating to
Xxxx 0 Xxx Xxxxxx Xxxxxxxxxx
Xxxxxx Xxxxx End
Southampton
--------------------------------------------------------------------------------
XXXXXX XXXXXX & XXXXXX
00 Xxxxxxxxx Xxxxx
Xxxxxx
XX0X 0XX
Tel: 00-000 0000
Ref: 25/026/FA21/12/9/8
THIS LEASE is made the 21st day of October One thousand nine hundred
and eighty-eight B E T W E E N (1) MARWELL PROPERTY INVESTMENTS LIMITED who
registered office is at 000X Xxxxxxxxx Xxxxxxxxx Xxxxx Xxxx Xxxx Xxxxxxx Xxxxxx
Xxxxxx (hereinafter called "the Landlord") and (2) COOPERVISION HOLDINGS whose
registered office is at Permalens House _____ Road Hedge End Southampton
(hereinafter called "the Tenant").
WITNESSETH as follows:
----------
1. Interpretation. In this Lease and in the Schedules hereto:
--------------
(1) Words imparting one gender shall include all other genders and
words imparting the singular shall include the plural and vice versa
(2) The headings to the clauses hereof and Schedules hereto shall be
deemed not to form any part hereof and shall not affect the interpretation
hereof in any way
(3) Where the Tenant consists of two or more persons all covenants and
agreements by and with the Tenant shall be construed as covenants and agreements
by and with such persons jointly and severally
(4) Where the context so requires or admits the following words and
expressions shall have the following meanings: (a) "the Landlord" shall include
the estate owner or owners for the time being of the reversion immediately
-2-
expectant on the term hereby granted and shall also include all superior
landlords
(b) "the Tenant" shall include the Tenant's successors in title
(c) "the demised premises" shall mean the premises described in the
First Schedule hereto together with all additions and improvements at any time
and from time to time made thereto and all fixtures and fittings installed by
the Landlord of every kind which shall from time to time be in or upon the said
promises (whether originally affixed or fastened to or upon the same or
otherwise) except tenants and trade fixtures
(d) "the Estate" shall mean the industrial complex situated at Hedge
End Southampton known as The Solent Industrial Estate shown on the plan annexed
hereto and thereon edged in blue or such other larger or smaller area as the
Landlord say in its discretion from time to time Stipulate
(e) "the common parts" shall mean all those parts of the Estate shown
coloured yellow and xxxxx on the plan annexed hereto and also those parts (if
any) of the Estate which are not included or intended to be included in any
lease granted or to be granted by the Landlord the Landlord reserving to itself
the right from time to time when necessary in the interests of good estate
management of amending or varying the general layout of the Estate and/or the
common
-3-
parts but not the demised premises Provided Always that such amendments or
variations shall cause as little applicable from time to time during any period
during which any payment of interest accrues due under these presents
(5) These presents shall unless the context otherwise requires be
construed on the basis that:
(a) any reference to any Act or any section of any Act shall be deemed
to include any amendment modification or re-enactment thereof and any statutory
instrument bye-law rule directive order or regulation made thereunder for the
time being in force
(b) any covenant by the Tenant not to do any act or thing shall be
deemed to include a covenant not to suffer or permit the doing of that act or
thing
(c) covenants and obligations made or assumed by any party shall be
binding and enforceable against his personal representatives
2. IN consideration of the rents covenants and conditions hereinafter
reserved and contained and on the part of the Tenant to be paid performed and
observed the Landlord HEREBY DEMISES unto the Tenant ALL THAT the premises
-------------- --------
described in the First Schedule hereto TOGETHER WITH (in common with the
-------------
Landlord and all other persons entitled thereto and subject to the exceptions
reservations and provisions hereinafter contained) the rights and privileges set
out in the Second Schedule hereto EXCEPT AND RESERVING unto the
--------------------
-4-
Landlord and its lessees tenants agents servants licensees and other persons
claiming through or under the Landlord and all other persons who now have or may
hereafter be entitled to or are granted by the Landlord a similar right or
rights the easements rights and privileges specified in the Third Schedule
hereto TO HOLD the same unto the Tenant subject to any rights of statutory or
-------
other undertakings in respect of services to the Estate and the demised premises
now existing or to be created within the specified period for a term of Twenty
Years from the 25th day of March 1988 hereof PAYING therefor throughout the said
------
term and so in proportion for any less time than a year FIRST the yearly rent of
-----
EIGHTEEN THOUSAND AND EIGHT HUNDRED POUNDS ((Pounds)18,800.00) by four equal
------------------------------------------
quarterly payments in advance on the usual quarter days in every year without
deduction whatsoever the first of such quarterly payments hereof for the period
of the 25th day of March 1988 until the 24th day of June 1988 shall be paid on
the signing hereof AND SECONDLY by way of further rent an amount equal to that
------------
incurred by the Landlord from time to time in complying with the covenant in
clause 4(l) hereof for the insurance of the demised premises such rent to be
paid an demand AND THIRDLY by way of further rent a contribution payable in
-----------
accordance with the provisions of the Fourth Schedule hereto in respect of the
service charge mentioned in the said Fourth Schedule (together with any Value
Added Tax due and payable thereon) the first payment of rents under this Lease
being made an the execution hereof PROVIDED ALWAYS that in the
---------------
-5-
event of the said rents or any part thereof being in arrear for move than 14
days whether in the case of the rent first hereinbefore reserved lawfully
demanded or not the Tenant shall pay interest calculated on a daily basis with
quarterly rests at the Prescribed Rate on the amount in arrear from the day on
which it became payable until the day payment is made and to be payable to the
Landlord on demand without prejudice to any other rights the Landlord may enjoy
and the aggregate amount for the time being so payable shall at the option of
the Landlord be recoverable by action or as rent in arrear
3. Tenants covenants. THE Tenant HEREBY COVENANTS with the Landlord as
----------------- ----------------
follows:
(1) To pay rent. To pay the rents hereby reserved and any interest on
-----------
arrears of rent as hereinbefore provided on the days and in manner aforesaid
without any deduction whatsoever
(2) Taxes. To bear pay and discharge all existing and future rates
-----
taxes levies assessments duties outgoings charges and impositions whatsoever
(whether imposed by statute or otherwise and whether of a national or local
character) now or at any time or times during the said term assessed imposed or
charged upon or payable in respect of the demised premises or any part or parts
thereof and whether payable by the Landlord or Tenant or by the owner or
occupier thereof save for any tax assessable an the Landlord in respect of the
rents payable hereunder or in respect of
-6-
any dealing with the reversion either mediately or immediately expectant on the
term hereof
(3) V.A.T. To pay to the Landlord or (as the case may be) to its
------
solicitors surveyors or other agents to whom any payment is due under the
covenants agreements and provisions herein contained or implied which is a
payment whereon Value Added Tax or other similar fiscal charge is chargeable if
the Landlord is not eligible to treat as an input credit the amount of Value
Added Tax or other similar fiscal charge chargeable in respect of the payment at
the rate applicable to that payment
(4) Gas electricity and water charges. To pay for all gas and
---------------------------------
electricity and water consumed on or by the demised premises and all telephone
charges and to observe and perform at the Tenants expense all present and future
regulations and requirements of the gas and electricity and water supply
authorities and the Post Office concerning the demised premises and to keep the
Landlord indemnified in respect thereof and to reimburse to the Landlord a
properly apportioned part (to be determined by the Landlord in case the same is
not separately metered or gauged) of all sum paid by the Landlord from time to
time to the electricity gas or water supply authorities or to the Post Office in
respect of any consumption or supply of electricity gas or water or telephone or
in respect of any connection to or alteration or repair of the wiring or piping
or other machinery or equipment in or about the Estate used for electricity or
water
-7-
supply or gas or telephone which benefits the demised premises or any part
thereof
(5) Repair. At all times during the said term t keep and maintain the
------
whole of the demised premises in good and substantial order repair and condition
and in whole or in part rebuild or renew the same as necessary (except damage by
the insured risks provided such policy or policies shall not have become
vitiated or payment of the policy monies refused in whole or in part in
consequence of some act neglect or default of the Tenant or of any sub-tenant or
any other party under the control of the Tenant) PROVIDED THAT nothing contained
-------------
in this sub-clause shall require the Tenant to put or keep the demised premises
in any better state of repair or condition than the same are in at the date
hereof
(6) Decoration. Without prejudice to the generality of the next
----------
preceding sub-clause in every fifth year of the said term and also in the year
preceding the determination of the said term to paint in a proper and
workmanlike manner all the inside wood iron and other parts heretofore or
usually painted of the demised premises with a sufficient number of coats of
good quality paint and also with every such internal painting to clean wash stop
whiten distemper and otherwise decorate and treat in a proper and workmanlike
manner all such internal parts of the demised premises that have been so treated
and also in every third year of the said term and in the year preceding the
determination of the said term
-8-
(unless the last exterior painting was done within twelve months of the date of
such determination) to paint in a proper and workmanlike manner all the external
parts heretofore or usually painted and all additions thereto with a sufficient
number of coats of good quality paint and so that in the year preceding the
determination of the said term the tints or colours on each occasion to be
approved in writing by the Landlord (such approval not to be unreasonably
withheld) and french polish or otherwise treat in a load and workmanlike manner
using good quality materials all exterior parts of the demised premises as are
usually or heretofore french polished or otherwise treated AND to wash down all
tiles cladding glazed bricks or polished stone or similar washable surfaces and
repoint all brickwork as and when required and to keep the windows of the
demised premises properly cleaned inside and outside and to keep any part of the
demigod premises not covered by buildings in a nest and tidy condition and free
from weeds
(7) Yield Up. At the determination of the said term quietly to yield
--------
up to the Landlord the demised premises duly painted repaired cleaned maintained
amended and kept in accordance with the covenants in that behalf herein
contained provided however that the Tenant may prior to the date of such
expiration or determination remove all tenants or trade fixtures making good
nevertheless at the expense of the Tenant and to the reasonable satisfaction of
the Landlord any damage to the demised premises
-9-
caused by such removal and shall remove all the Tenants furniture fittings
papers and refuse and so that the Landlord may treat as abandoned by the Tenant
and may arrange for the removal and destruction of any such fixtures and other
items not removed by the Tenant at the expiration or determination and the cost
of such removal and destruction shall be paid by the Tenant to the Landlord on
demand
(8) Fire Fighting Equipment. To keep the demised premises
-----------------------
sufficiently supplied and equipped with fire fighting and extinguishing
apparatus and appliances which shall be open to the inspection and maintained to
the reasonable satisfaction of the Landlord and to the satisfaction of the local
fire authority and of insurers and also not to obstruct the access to or means
of working of such apparatus and appliances
(9) Entry for Repairs. To permit the Landlord and any person
-----------------
authorized by it upon at least 48 hours prior written notice (except in
emergency) to enter upon the demised premises at all reasonable hours during the
daytime to view the state and condition and user of the same and the landlord's
fixtures and fittings therein and of all defects decays and wants of reparation
there found for which the Tenant shall be responsible hereunder to give notice
in writing to the Tenant and within two months next after every such notice as
aforesaid (or immediately in case of need) to commence to repair well and
substantially and make good all such defects decays and wants of reparation to
the demised premises and
-10-
the fixtures, and fittings therein for which the Tenant is liable hereunder
PROVIDED ALWAYS that if the Tenant shall make default in the execution of the
---------------
repairs and works referred to in such notice it shall be lawful for the Landlord
and any persons authorized by the Landlord (but without prejudice to the right
of re-entry hereinafter contained) to enter upon the demised premises and
execute such repairs and works and the cost thereof (including any surveyors or
other fees incurred and whether or not such repairs and works are executed by
the Landlord) shall be repaid by the Tenant to the Landlord on demand together
with interest on the expenses incurred by the Landlord under the above proviso
in accordance with the terms of the proviso to clause 2 of this Lease relating
to late payments of rents
(10) Taking inventories. To permit the Landlord and any person
------------------
authorized by the Landlord to enter upon the demised premises at all reasonable
hours during the daytime by prior written appointment to take schedules or
inventories of landlord's fixtures and fittings and things to be yielded up at
the determination of the said term
(11) Acts of Parliament. To observe and comply with the provisions
------------------
and requirements of every enactment (which expression in this Lease includes as
well every Act of Parliament already or hereafter to be passed as every order
regulation and bye-law already or hereafter to be made under or in pursuance of
any such Act and without prejudice to the generality of the foregoing
-11-
specifically includes the Factories Acts the Offices Shops and Railway Premises
Act 1963 the Health and Safety at Work etc Xxx 0000 and every order and
regulation made or to be made thereunder) so far as they relate to or affect the
demised premises and maintain all arrangements which by or under any enactment
or bye-law are or may be required at any time during the said term to be
executed provided or maintained whether by tho Landlord or the Tenant and to
indemnify the Landlord at all times against all costs charges and expenses of or
incidental to the execution of any works or the provision of maintenance of any
arrangements so required as aforesaid and not at any time during the said term
to do or omit or suffer to be done or omitted in or about the demised premises
any act or thing by reason of which the Landlord may under any enactment incur
or have imposed upon it or become liable to pay any penalty damages compensation
costs charges or expenses
(12) Planning Acts.
-------------
(i) To comply in all respects during the currency of this Lease with
the provisions and requirements of the Planning Acts and all licences consents
permissions and conditions (if any) granted or imposed thereunder or under any
enactment repealed thereby so far as the same respectively relate to or affect
the demised premises or any parts thereof or any operations works acts or things
already or hereafter to be carried out executed done or omitted thereon or the
use thereof for any purpose and to pay any development charge or
-12-
other charge imposed in respect of any such matter arising from any act
commission or omission whatsoever of the Tenant or any party under the control
of or on behalf of the Tenant and indemnify the Landlord against all proceedings
expenses claims and demands in respect of any contravention by the Tenant of any
provision of the Planning Acts
(ii) Not to do on or in relation to the demised promises anything by
reason of which the Landlord may under any enactment whatever become liable to
pay any penalty damages costs compensation charge levy tax or other monies and
in any event
Subject only to any statutory requirement to the contrary to pay and satisfy any
charge levy tax or other monies which may now or hereafter be imposed whether an
the Landlord or the Tenant under any such enactment in respect of any
development or alteration or any change or continuation of use or other like
matter relating to the demised premises by the Tenant or any Sub-tenant or
occupier of the demised premises which shall occur during the said term
(13) Copies of Notices. Within seven days of the receipt by the Tenant
-----------------
of the same to supply a copy to the Landlord of any notice or order or proposal
for a notice or order or licence consent permission or direction given or made
under any enactment and any regulations orders and instruments made thereunder
and
-13-
relating to the demised premises and to permit the Landlord and all persons
authorized by it at all reasonable times during the daytime upon at least 48
hours prior written notice to enter upon the demised premises to inspect the
same for any purpose in connection with any such notice order proposal licence
consent permission or direction
(14) Join with Landlord in making Appeals etc. At the request and
-----------------------------------------
cost of the Landlord to make or join with the Landlord in making any objection
representation or appeal in respect of any such notice order proposal or
direction as aforesaid or any refusal of or condition imposed under any such
licence consent or permission as aforesaid save where to do so would be
prejudicial to the Tenant's enjoyment of the demised premises
(15) No application for Planning Permission. Not to make or suffer to
--------------------------------------
be made without the consent of the Landlord (such consent not to be unreasonably
withheld or delayed) any application for consent or permission to carry out or
commence any development (within the meaning of the Planning Acts) on or by
reference to the demised premises
(16) Complete Developments within Term. Unless the Landlord shall
---------------------------------
otherwise direct to carry out before the determination of the said term any
works (the carrying out of which is otherwise permitted hereunder) required to
be carried out in or on the demised premises by a date subsequent to such
determination
-14-
as a condition of any planning permission which may have been granted to and
implemented by the Tenant during the said term
(17) Compensation. If the Tenant shall receive any compensation
------------
because of any restriction placed upon the user of the demised premises or any
part thereof under or by virtue of the Planning Acts then if and when its
interest hereunder shall be determined under the power of re-entry herein
contained or otherwise forthwith to make such provision as is just and equitable
for the Landlord to receive its due benefit from such compensation unless the
compensation authority shall otherwise order
(18) To afford the Landlord during the six months preceding the
determination of the said term all reasonable facilities for the purpose of
letting the demised premises or at any time on prior reasonable written notice
during the said term of selling valuing or charging the same including access to
the demised premises by the Landlord or by prospective tenants or purchasers or
others having written authority from the Landlord PROVIDED THAT no inconvenience
-------------
or disruption is caused to the Tenant
(19) Assignment and underletting
---------------------------
(a) Save as hereinafter expressly provided not to agree to nor assign
transfer underlet or part with or share the possession or occupation of nor
grant any occupational licence in respect of the whole of the demised premises
or any part or parts thereof nor to charge any part or parts thereof
-15-
(b) Not to assign the demised premises (here meaning the whole
thereof) without the previous consent in writing of the Landlord which consent
shall not be unreasonably withhold or delayed in the case of a respectable and
responsible Assignee of satisfactory financial standing subject to such Assignee
if the Landlord so requires first entering into a direct covenant with the
Landlord to observe and perform the covenants on the part of the Tenant herein
contained during the residue of the said term and to pay the rents hereby
reserved and not further to assign or underlet or part with or share the
possession or occupation of the demised premises or any part thereof except on
the said terms are herein contained and also subject if the Landlord shall so
require in the case of any Assignee who shall be a corporate body without a
quotation on a recognized stock exchange and in the absence of any other
acceptable security to not less than two Guarantors (of a financial status
acceptable to the Landlord) first to enter into a direct covenant with the
Landlord for guaranteeing the observance and performance of the covenants on the
part of the Tenant herein contained and secondly to covenant with the Landlord
that in the event of the Tenant during the said term becoming bankrupt or
entering into liquidation and the trustee in such bankruptcy or the liquidator
as the case may be disclaiming these presents the Guarantor shall accept from
the Landlord a new lease of the demised premises for a term equal in duration to
the residue remaining unexpired of the said term at the data of disclaimer such
lease to
-16-
contain the same term in all respects (including the proviso for re-entry) as
are contained in these presents
(c) Not without the Landlords prior written consent (not to be
unreasonably withhold or delayed) to underlet the whole of the demised premises
except on the same terms than those therein contained at a rent not less than
that payable hereunder at the date of such Underlease (all computations premiums
and fines being hereby expressly prohibited) which shall be subject to review at
such intervals as shall be normal in the market for similar property at the time
of the grant thereof (but in any event at least as often as required by these
presents and simultaneous therewith) PROVIDED ALWAYS that the Tenant shall not
---------------
be entitled (and is hereby expressly prohibited therefrom) to sub-let other than
for occupation
(d) Any underlease granted under this sub-clause shall contain
(i) An unqualified covenant on the part of the Underlessee not to
assign transfer or underlet or part with possession or occupation of part or
parts only of the demised premises
(ii) A covenant on the part of the Underlessee that the Underlessee
will not assign or underlet the whole of the demised premises without obtaining
the previous written consent of Marwell Property Investments Limited or other
the Landlord under these presents (such consent not to be
-17-
unreasonably withhold) and of the Tenant under these presents and to provide in
such Underlease that any sub-underleases granted out of such Underlease whether
immediate or mediate shall contain similar provisions to those contained in this
sub-clause (19)
(e) Notwithstanding the foregoing provisions of this sub-clause the
Tenant may share possession or occupation of part of the demised premises (as
distinct from the whole) with or in favour of any subsidiary or associated
company for so long as such relationship subsists and provided that no
relationship of landlord and tenant is thereby created
(f) Within one month of every permitted assignment transfer underlease
(whether mediate immediate or derivative) parting with possession or occupation
of these presents or of the demised premises to give notice thereof in writing
with particulars thereof to the Landlord's Solicitors and produce to then a
certified copy of such instrument (free of expense to the Landlord) for
retention by the Landlord and to pay to them a reasonable registration fee of
fifteen pounds ((Pounds)15.00) in respect of each instrument
(g) Upon every application for consent required by this sub-clause
(19) to disclose to the Landlord such information as to the terms proposed by
the Tenant as the Landlord may reasonably require and whenever required by the
Landlord to provide in writing full details of the actual occupation of the
demised premises
-18-
(20) To indemnify and keep indemnified the Landlord from liability in
respect of any injury to or the death of any person damage to any property (real
and personal) the infringement disturbance or destruction of any right easement
or privilege or otherwise by reason of or arising directly or indirectly out of
the repair state of repair condition or any alteration to or to the use herein
permitted of the demised premises by the Tenant and from all proceedings costs
claims and demands of whatsoever nature in respect of any such liability or
alleged liability
(21) To pay to the Landlord all reasonable costs charges and expenses
(including legal costs and fees payable to a Surveyor) which may be reasonably
incurred by the Landlord in or in contemplation of or incidental to any
proceedings under Sections 146 and 147 of the Law of Property Xxx 0000 and
preparation and service of any notice in respect thereof notwithstanding
forfeiture for any breach by the Tenant shall be avoided otherwise than by
relief granted by the Court or for the purpose of or in reasonable contemplation
of or incidental to the preparation and service or justifiable schedules of
dilapidations or notice under the foregoing provisions of this Sub-clause during
the said term or within three months after the determination thereof
(22) User.
----
(a) To use and occupy the demised premises for the purpose only of
uses within the moaning of Class B1 of The Town &
-19-
Country Planning (Use Classes) Order 1987 or for such other use for which the
Landlord may give previous consent in writing (such consent not to be
unreasonably withhold) and for which the consent of the Planning Authority for
the time being shall have been obtained
(b) Not to use or allow the demised premises or any part thereof to be
used for residential or sleeping purposes
(c) Not to use any other part of the Estate than the demised premises
for the parking of motor or other vehicles
(d) Not to load or unload or pack or stack upon any of the common
parts except those parts (if any) designated for that purpose
(23) Alterations. Not at any time during the said term to damage
-----------
interfere with or make any addition to or alteration in the demised premises or
any party wall or any service conduit apparatus or installation therein but
nothing herein contained shall prevent the Tenant with the prior written consent
of the Landlord (which shall not be unreasonably withhold or delayed) from
making internal non-structural alterations and it may without such consent erect
or remove from time to time demountable partitioning PROVIDED ALWAYS that at the
---------------
determination of the said term the Tenant shall at the request of the Landlord
dismantle and remove all non-structural internal alterations and demountable
-20-
partitioning then in the demised premises and reinstate the demised premises and
make good forthwith any damage caused
(24) Advertisements. Not to exhibit affix to or display or permit or
--------------
suffer to be exhibited affixed to or displayed on or from the exterior of the
dmisod premises or an tho external walls rails or fences thereof any sign
signboard fascia placard lettering notice price label blind flag pennant sky-
sign or any advertisement of any kind whatsoever except such as shall have been
previously approved in writing by the Landlord such approval not to be
unreasonably withhold or delayed in the case of the usual trade signs of the
Tenant and in the event of any such approval being given to observe the terms
thereof and at the determination of the said term to remove every such thing so
approved and forthwith make good the demised premises Provided Always that the
Tenant shall have the right in common with others to place its name upon any
general estate board erected for the purpose subject to the same being
previously approved by the Landlord
(25) Floor loading. Not to knowingly place or suspend any object of
-------------
excessive weight on or from the floors ceilings roofs or walls or structure of
the damaged promises nor without the Landlord's previous written consent not to
be unreasonably withheld or delayed to set up or permit to be set upon on any
part of the demised promises any steam gas or electric or other boiler engine
machine or mechanical contrivance other than the Tenant's usual business
machinery
-21-
(26) Not to prejudice insurance.
--------------------------
(a) Not to do in or on the demised premises or the Estate anything
whereby the insurance of the Estate the demised premises or the Landlords
fixtures and fittings against the insured risks my be vitiated or prejudiced nor
without the consent of the Landlord do or allow to be done anything whereby any
additional premium may become payable for the insurance of the demised premises
or of any other parts of the Estate and in the event of any Landlords insurance
policy for the Estate or any part thereof being vitiated in consequence of any
act action or omission of the Tenant or any Sub-tenant of the Tenant fully and
effectually to indemnify the Landlord against all costs claims proceedings or
losses resulting from any damage or injury to the Estate or any part thereof in
respect of which compensation is not forthcoming from the Landlords insurance
company and against all costs of any increased or additional premium incurred by
the Landlord
(b) To notify the Landlord forthwith upon becoming aware of the same
of any damage to or destruction of the demised premises or any part thereof
occasioned by the occurrence of any of the insured risks
(c) In the event of the Estate or the demised premises or any part
thereof being damaged or destroyed by any of the insured risks at any time
during the said term and the insurance money under any insurance affected
thereon by the Landlord being wholly or partially irrecoverable by reason of any
act or default
-22-
of the Tenant or of any Sub-tenant of the Tenant then and in every such case the
Tenant will forthwith (in addition to the said rents) pay to the Landlord the
whole (or as the case may require) a fair proportion of the cost of rebuilding
and reinstating the same any dispute as to the proportion to be so contributed
by the Tenant or otherwise in respect of or arising out of this provision to be
referred to arbitration in accordance with the provisions of the Arbitration Xxx
0000
(d) Not without the prior written consent of the Landlord to effect
any insurance (other than that of plate glass) of any buildings on the demised
premises but if at any time the Tenant is entitled to the benefit of any
insurance on the demised premises then to apply all monies received by virtue of
such other insurance towards making good with all speed the loss or damage in
respect of which the same shall have been received.
(27) Nuisance. Not to carry on or permit to be carried on upon the
--------
demised promises or any part thereof the business to be carried on thereon in a
noisy noisome offensive or dangerous manner or do in or upon the demised
premises or any part thereof or the Estate any act matter or thing which may be
or grow to be or become a nuisance or an annoyance or a disturbance to the
Landlord or its tenants or lessees or the owners lessees or occupiers for the
time being of any premises forming part of the Estate
(28) Auctions. Not at any time during the said term to hold or permit
--------
any sale by auction to be hold upon the demised
-23-
promises or any part thereof without the written consent of the Landlord for
that purpose first obtained
(29) Obstruction etc.
---------------
(a) Not to do or permit any act or thing whereby the common parts or
any part thereof or any other part of the Estate may be damaged interfered with
or obstructed or the fair use thereof by others may be hindered impeded or
interfered with in any manner whatsoever and in particular not to leave or
permit to be left therein any goods or article of any kind and to perform and
observe and procure the performance and observance by all the Tenants servants
and agents and by all those coning into the Estate for any purpose connected
with the Tenants business of all bye-laws rules and regulations of the local
authority or other competent authority made from time to time in relation to any
part of the Estate
(b) Not to bring or allow to be brought into or upon nor permit to
remain in or upon the curtilage or the demised premises or the common parts or
any part thereof or any other part of the Estate or of any neighbouring or
adjoining premises any goods packaging or packing cases waste swarf trade
empties or any materials or other things of any kind whatsoever (so that the
same shall only be brought into the building or buildings at the demised
premises) and particularly not to trade other than from within the building or
buildings at the demised premises
-24-
(30) Fire regulations.
----------------
(a) Not to use or permit or suffer to be used on any account except in
case of fire or other emergency any doors or special exits provided for escape
in case of fire
(b) At all times to comply with and observe the requirements of the
relevant authorities having power to deal with means of escape from buildings in
the event of fire so far as such requirements affect the demised premises or the
fixtures fittings or furniture therein and in common with all other tenants of
the Estate entitled to use the same to comply with and observe all the
regulations of such authorities which may apply to tho remainder of the Estate
(c) Not to place or store in the demised premises or any part thereof
any article or thing which is or may become dangerous offensive combustible
inflammable or explosive without obtaining all required consents in relation
thereto
(31) Encroachments etc. Not to stop up darken or obstruct any windows
------------------
lights ventilators or other openings belonging to the demised premises nor to
permit any new windows lights ventilators passage drainage or any other
encroachment or easement whatsoever to be made or acquired on or over the
demised premises and that in case any encroachment or easement shall be made or
acquired or attempted to be made or acquired the Tenant will immediately upon
becoming aware of the same give notice thereof to the Landlord and at the
request and cost of the Landlord will adopt
-25-
such means as may be reasonably required or deemed proper for preventing any
such encroachment or the acquisition of any such easement
(32) Landlord Regulations. To perform and observe such reasonable
--------------------
rules and regulations as the Landlord may from time to time make for the general
management and conduct of the Estate therein (particularly but without prejudice
to the generality of the aforesaid relating to the direction and flow of
traffic) and the appurtenances thereof and such regulations and all amendments
modifications or additions thereto when communicated in writing to the Tenant
shall be deemed to be incorporated in this Lease
(33) Let or sale boards. To permit the Landlord to enter upon the
------------------
demised promises and affix and retain without interference upon some part or
parts thereof (but not so as to obstruct the access of light and air to the
demised premises) notice for reletting or selling the same and to permit all
persons with authority from the Landlord at all reasonable hours during the
daytime upon at least 48 hours prior notice to enter and view the
demised premises
(34) Permit entry for repairing adjoining premises. To permit the
---------------------------------------------
Landlord and all others authorized by the Landlord and the adjoining or
neighbouring owners tenants and occupiers with or without workmen and others and
plant materials and equipment at all reasonable times during the day time and
having made prior written appointment (save in the case of emergency) to enter
and remain
-26-
upon the demised premises so far as may be necessary in order to build walls
(including party walls) or to stop up any openings in walls dividing the demised
premises from other parts of the Estate or any adjoining or contiguous premises
or to repair or rebuild any part of the Estate or any adjoining or contiguous
premises belonging to the Landlord or to cleanse lay re-lay maintain renew empty
or repair any of the sewers drains conduits gutters watercourses pipes cables
wires machinery equipment apparatus mains and roads and common parts belonging
to the same and for all purposes connected with the Landlords obligations and
rights under those presents in circumstances where such works cannot otherwise
conveniently be carried out the person exercising such rights causing as little
noise dust damage and inconvenience as reasonably practicable and forthwith
making good all damage to the demised premises or any chattels thereon
occasioned by the exercise of such rights and causing as little interference as
is reasonably possible to the Tenant's use of the demised premises during the
time that such work is being carried out AND ALSO that in case any dispute or
--------
controversy shall at any time or times arise between the Tenant and the tenants
or occupiers of any adjoining or contiguous premises belonging to the Landlord
including any other part of the Estate the same shall from time to time be
settled and determined by the Landlord in such manner as it in writing shall
direct in that behalf to which determination the Tenant shall from time to time
-27-
submit and which determination shall be conclusive and binding upon the Tenant
save in the case of manifest error
(35) Prevention of damage by effluent etc. discharge.
-----------------------------------------------
(a) Not to permit but to take such measures as may be necessary to
ensure that any effluent discharged from the demised promises into the drains or
sewers which belong to or are used for the demised premises whether or not in
common with other promises will not be corrosive or in any way harmful to the
said drains or sewers or cause any obstruction or deposit therein and to keep
all pipes watercourses gullies and drains belonging to and used exclusively by
the demised promises properly flushed cleansed and free from obstruction and if
any such obstruction shall occur forthwith upon becoming aware of the
obstruction to remove the same and make good any damage caused thereby whether
to the structure or the demised premises or otherwise and to indemnify the
Landlord against any claims arising from damage caused by such obstruction to
adjoining or neighboring premises or any part of the Estate
(b) Not to discharge or allow to be discharged from the demised
premises any fluid or anything of a poisonous or noxious nature of a kind that
will contaminate or pollute the air or water and to Indemnify the Landlord
against any claims &rising from damage caused by such contamination or pollution
(c) To take at all times throughout the said term all such steps as
are necessary and proper to prevent the emanation from the demised promises of
noise fumes heat or excessive
-28-
vibration especially but not only where such emanation is to the detriment of
the Landlord or any others aware or occupiers of the Estate or of the adjoining
or nearby promises
(36) Cost of Licences. To pay the proper and reasonable legal charges
----------------
and surveyors fees of the Landlord resulting from all applications by the Tenant
for any consent of the Landlord required by these presents and also the proper
and reasonable legal charges and surveyors fees actually incurred by the
Landlord in cases where consent is refused or the application is withdrawn
(37) Indemnity. When required and on demand to contribute and pay to
---------
the Landlord or to it may direct a fair and proper proportion of the cost of
repairing maintaining replacing renewing and cleansing all party walls fences
sewers drains pipes watercourses roads passages pavements and other easements
used in co@n with the occupiers of any neighbouring or adjoining promises on the
Estate
Landlords Covenants
-------------------
4. Tenants covenants. The Tenant hereby covenants with the Landlord as
----------------- ---------------------------
follows:
(1) To keep the demised promises insured in some insurance office of
repute against loss or damage by fire explosion flood storm tempest aircraft
(and articles dropped therefrom) impact riot civil commotion malicious damage
burst pipes and overflowing of cisterns lightning and earthquake (subject to
such risks being accepted by Insurers) and such other risks as the
-29-
Landlord shall in its absolute discretion think fit (such policy to contain a
non-invalidation clause subject to the same being accepted by Insurers) to such
full reinstatement value (having regard for escalation of costs) as the
Landlord's Surveyors may from time to time recommend including cover to respect
of Architects Surveyors and other professional fees on reinstatement and three
years loss of rent and upon written request to produce details of the policy to
the Tenant together with confirmation of payment of the last premium and in the
event of the demised premises being destroyed or damaged by any of the insured
risks during the said term forthwith (as soon as the necessary labour materials
and permits are obtained) to lay out all monies received under or by virtue of
any insurance effected thereon (other than monies received in respect of loss of
rents) in rebuilding or reinstating the same in a good and substantial manner
PROVIDED THAT the Tenant may at any time request the Landlord to increase the
-------------
amount of insurance cover to such amount as it thinks appropriate provided that
the Landlord shall be under no obligation to do so where the cover is maintained
in respect of the demised premises and other premises and to agree would mean
increasing the premium payable by the tenants of the other premises and those
tenants object
(2) Subject to payment by the Tenant of the rents herein reserved and
provided that the Tenant has complied with all the covenants and obligations on
the part of the Tenant to be performed
-30-
and observed to use its best endeavours to provide such services as are
specified in the Fifth Schedule hereto PROVIDED NEVERTHELESS that the Tenant
---------------------
shall have no claim against the Landlord arising out of or in respect of the
failure of the Landlord to provide any of the said services by reason directly
or indirectly or circumstances outside the reasonable control of the Landlord
and in particular (but without prejudice to the generality of the foregoing) by
reason directly or indirectly of any act of God or of third parties or any
strike lockout or labour dispute or any shortage of labour fuel water gas
electricity or other supplies or of any material or other defect or breakdown
arising in or occurring to any part of the service installations or other
equipment in the Estate used for or in connection with the furnishing of any
service provided the Landlord shall have done all it reasonably could to prevent
such an event occurring nor shall the Landlord be responsible for or incur any
liability in respect of:
(a) any damage to any person or property by reason of any defect in
the structure (including but not exclusively foundations) of any part of the
Estate or by reason of the defective working stoppage or breaking of any
machinery power or appliance in connection therewith in circumstances beyond the
Landlord's control or
(b) any loss or inconvenience which may be occasioned by any delay or
want of supply of water (including heated water)
-31-
electric current gas or other fuel caused by any service Installation or other
equipment connected with the supply thereof being defective or out of repair or
by the closing down or temporary withdrawal from use of any service
installations or boiler or other service equipment for periodic inspection
repairs or other necessary purposes in circumstances beyond the Landlord's
control
(c) the act or default of any other tenant or any servant or agent of
any other tenant or occupant of the Estate nor for any lose occasioned by theft
or negligence of such persons or otherwise
Quiet Enjoyment
---------------
(3) That the Tenant paying the rents hereby reserved and observing and
performing the Tenants covenants hereinbefore contained shall and say peaceably
hold and enjoy the demised promises during the said term without any
interruption or disturbance from or by the Landlord or any person lawfully
claiming through under or in trust for it
5. PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED that Re-entry
---------------------------------------------------- --------
(1) If the said rents hereby reserved or any part thereof shall at any
time be in arrear and unpaid for twenty-one days after the same shall have
become due (whether any formal or legal demand therefor shall have been made or
not) or if there shall be any breach of any of the covenants conditions or
-32-
agreements herein contained and on the part of the Tenant to be performed and
observed or if the Tenant or other person or persons in whom for the time being
the said term shall be vested (being an individual or Individuals) or any of
them shall become bankrupt or have a receiving order made against his her or
thou or sake any arrangement or composition with or for the benefit of his her
or their creditors or suffer any execution to be levied at the demised promises
or if the Tenant or any assignee of the Tenant being a company shall enter into
liquidation whether compulsory or voluntary (not being merely a voluntary
liquidation for the purpose of amalgamation or reconstruction) or suffer any
execution to be levied at the demised premises or have a Receiver or Manager
appointed then and in such case it shall be lawful for the Landlord or any
person or persons duly authorized by the Landlord in that behalf Into or upon
the demised premises or any part thereof in the name of the whole to re-enter
and the demised premises peaceably to hold and enjoy thenceforth as if these
presents had not been made without prejudice to any right of action or remedy of
either party against the other in respect of any antecedent breach of any
covenant or condition herein contained
Notices
-------
(2) Any notice required to be given or served under, these presents
and not otherwise provided for shall be served or deemed to be served if served
in accordance with Section 196 of the Law of Property Xxx 0000 (as amended)
-33-
Landlords Development
---------------------
(3) Subject to the terms of clause 4(3) hereof nothing herein
contained or implied shall impose or be deemed to impose any restriction on the
use of any land or building not comprised in these presents or to prevent or
restrict in any way the development of any land not comprised in these presents
and further that nothing herein contained shall by implication of law or
otherwise operate or be deemed to confer upon the Tenant any easement right or
privilege whatsoever (other than those herein expressly granted) over or against
any adjoining or neighbouring property which now does or hereafter within the
specified period shall belong to the Landlord which would or might restrict or
prejudicially affect the future rebuilding alteration or development of such
adjoining or neighbouring property and that the Landlord shall have the right at
any time to make such alterations to or to pull down and rebuild or redevelop
any such adjoining or neighbouring property as it may deem fit without obtaining
any consent from the Tenant PROVIDED ALWAYS that no unreasonable interference or
disturbance shall materially affect the Tenant from carrying an its trade and
business and as soon as is reasonably practicable making good any damage thereby
caused to the demised premises
Suspension of Rent
------------------
(4) In case the demised premises or any part thereof shall at any tint
be destroyed or so damaged by any of the insured risks as to be unfit for
occupation or use then and in any such
-34-
case (unless the Insurance of the demised premises shall have been vitiated by
the act neglect default or omission of the Tenant) the rents hereby reserved or
a fair and just proportion thereof according to the nature and extent of the
damage sustained shall be suspended and cease to be payable from the date of
such destruction or damage aforesaid until the demised promises shall again be
fit for use and occupation and such proportion in case of disagreement shall be
referred to a single arbitrator in accordance with and subject to the provisions
of the Arbitration Act 1930 or any statutory modification or re-enactment
thereof
Acceptance of Rent
------------------
(5) Notwithstanding the acceptance of demand for rent by the Landlord
or its agent with knowledge of a breach of any of the covenants on the part of
the Tenant herein contained the Landlords right to forfeit these presents an the
ground of such breach shall remain in force And the Tenant shall not in any
proceedings for forfeiture be entitled to rely upon any such acceptance or
demand as aforesaid as a defence
Statutory Compensation
----------------------
(6) Except where any statutory provision prohibits the Tenants right
to compensation being reduced or excluded by agreement the Tenant shall not be
entitled to claim from the Landlord an quitting the demised promises or any part
thereof any
-35-
compensation under the Landlord and Xxxxxx Xxx 0000 or any statute modifying or
re-enacting the same
Exclusion of any warranty of fitness
------------------------------------
(7) Neither the granting of this Lease nor any provision herein
contained shall operate or be construed as warranting that the demised premises
are suitable for the purpose or purposes of the Tenant and the use to which the
Tenant proposes now or hereafter to put the demised premises or any use to which
(whether subject to conditions or not) the Tenant may be at liberty or may be
required under the provisions of these presents to put the demised premises is
or may, be or become legally permitted whether under the provisions of the
Planning Acts or otherwise
IN WITNESS whereof these presents have been entered into the day and
----------
year first above written
THE FIRST SCHEDULE
------------------
"THE DEMISED PREMISES"
----------------------
ALL THOSE parts of the Estate shown for the purpose of Identification only on
---------
the plan annexed hereto and thereon edged red Together with the buildings
erected thereon or on some part thereof and known as unit 0 Xxxxxx Xxxxxxxxxx
Xxxxxx Xxxxx Xxx Xxxxxxxxxxx including but not exclusively doors windows window
frames and glass the whole of any structural and non-structural walls and
columns forming part of the demised premises one half in thickness of any
structural and/or non-structural wall which forms
-36-
a party wall or boundary of the demised premises with adjoining premises the
screeding the foundations and the floor and the ceilings (if any) and the roof
or roofs of the demised premises AND ALSO including all air water electricity
--------
gas and other service pipes wires ducts and conduits which are within and serve
only the demised premises
THE SECOND SCHEDULE
-------------------
Rights and Privileges
---------------------
(a) the right at all times with or without vehicles for the purpose
only of access to and egress from the demised premises in over and along those
parts of the common parts shown coloured xxxxx and yellow an the plan annexed
hereto as may from time to time be varied at the discretion of the Landlord
pursuant to clause 1(4)(c) of this Lease
(b) the right to use and the benefit of all easements and quasi
easements and services subsisting at the date hereof or created within the
specified period or maintained for the benefit of the demised premises in over
under or against any adjoining or adjacent promises of the Landlord to the
extent that the same are necessary for the reasonable enjoyment of the demised
premises but excluding any rights of light and air which are and to the extent
to which the saw are specifically excepted and reserved heroin
(c) the right to use such part of the general car park or car parking
area provided by the Landlord (if any), as may be determined by the Landlords
surveyor (subject to contributions of
-37-
service charge as hereinbefore contained) provided that such space so met aside
will not be used otherwise than by the Tenant Its servants invites or agents for
the sole purpose of parking motor vehicles in such manner as may be approved by
the Landlord"s surveyor and that no nuisance shall be occasioned In the us*
thereof
THE THIRD SCHEDULE
------------------
Exceptions and reservations
---------------------------
(a) all rights of light air and easements (but without prejudice to
those expressly hereinbefore granted to the Tenant) now or hereafter within the
specified period belonging to or enjoyed by adjacent or neighbouring land or
building from over or against the demised premises
(b) the right to build or rebuild or alter any adjacent or
neighbouring land or building of the Landlord (whether or not comprised within
the Estate) in any manner whatsoever including where necessary to erect
scaffolding or gantries and to let the a=* for any purpose or otherwise deal
therewith notwithstanding that tho light or air to the demised premises is in
any such case thereby diminished or any other liberty easement right or
advent&&* belonging to the Tenant to thereby diminished or prejudicially
affected
(c) the right of support and shelter and all other easements and
rights now or hereafter belonging to or enjoyed by all adjacent or neighbouring
land or buildings an interest wherein
-38-
in possession or reversion is at any time during the said term vested in the
Landlord
(d) the free passage and running of air gas electricity water and soil
telephone and other services through or along the pipes wires channels drains
and watercourses already or hereafter within the specified period to be built or
placed in through over or under the demised premises to and from all other parts
of the Estate and the right to lay and connect up to the same
(e) the right in cases of emergency only to use the emergency or
escape routes now or hereafter enjoyed or required over or through the demised
premises
THE FOURTH SCHEDULE
-------------------
Provision as to Service Charge
------------------------------
1. The service charge contribution payable by the Tenant shall
be calculated by reference to the proportion which the gross area (by external
admeasurement) of the buildings from time to time on the demised premises bear
to the aggregate gross area (similarly measured) of the other buildings from
time to time on the Estate and shall be a fair and reasonable proportion (to be
certified by the Landlords Surveyor whose decision shall be final and binding
save in the case of manifest error) of the costs and expenses in respect of the
Landlords annual expenditure which shall be the aggregate of:-
-39-
(a) the actual cost to the Landlord of the provision by it of the
services mentioned In the Fifth Schedule hereto during the relevant year (due
allowance being made where any expenditure is met out of the reserve hereinafter
mentioned) and
(b) a sum being the annual depreciation over a fair and proper period
(to be determined by the Landlord) of all the capital plant and equipment used
in or for the provision of such services
PROVIDED THAT the Landlord may in its discretion include in the Landlords annual
-------------
expenditure in any year a sum by way of reasonable reserve against anticipated
future expenditure on the said services
2. The Tenant shall pay to the Landlord on account of the annual
service charge on each quarter day in advance such a sum as shall in the
reasonable discretion of the Landlord be one equal fourth part of the
anticipated annual service charge for the current year such sum to be calculated
having regard to the actual service charge payable for the previous financial
year
3. At the end of each year the Landlord shall as soon as
practicable cause an account to be prepared by the Landlord's auditors of the
Landlords annual expenditure for that year and send a copy thereof to the Tenant
together with a statement shoving the annual service charge payable by the
Tenant and the amount paid on account by the Tenant in such year Any difference
due from the Tenant shall be paid to the Landlord within twenty-one days of the
receipt of such statement and any balance due to the Tenant shall
-40-
be allowed against the next payment on account of service charge due from it
4. For the purposes of this Schedule "year" shall mean the
period from First January to the next ensuing Thirty First December or such
other commencement and expiration dates as the Landlord may declare in writing
and insofar to be calculated for any period other than a year or a payment on
account for any period other than a quarter the same shall be calculated by
apportionment on a daily basis
5. The Landlords certificate as to the amount of the Landlords
annual expenditure in any year shall be final and conclusive as between the
Landlord and the Tenant save In the case of manifest error and the Landlord
shall make available to the Tenant all vouchers and receipts detailing the
expenditure incurred by the Landlord
6. The Landlord will hold in trust for the benefit of all the
tenants for the time being of the Landlord's Estate all monies hold by way of
reserve and the Landlord hereby covenants with the Tenant that upon the sale or
other transfer of the reversion immediately expectant upon the term hereby
created that it will cause the Purchaser or transferee to become trustee of such
reserve on behalf cf the tenants as aforesaid the annual service charge has
-41-
THE FIFTH SCHEDULE
------------------
The services to be provided by the Landlord
-------------------------------------------
(1) replacement rebuilding cleansing decorating and otherwise the
keeping in good and substantial repair and condition and the lighting of:-
(a) the common parts and
(b) the boundary walls fences and gates of and in the curtilage of the
Estate and any notice or other boards erected for the benefit of the occupiers
of the Estate
PROVIDED THAT the Landlord shall not be liable to the Tenant for any defects or
-------------
want of repair unless the Landlord or its agents have had notice in writing
thereof and otherwise subject to the other provisions of these presents
(2) The operation amendment repair renewal replacement rebuilding
cleansing and maintenance in good working order and repair of the equipment
apparatus and appliances (if any) in the common parts including (where
applicable but without prejudice to the generality of the foregoing) the
watercourses the soakways channels pipes drains sewers cables wires pumps motors
ducts and other conducting media the water systems and tanks the reservoirs the
sanitary appliances the electrical installation and lamps and light fittings an
the Estate and the host reels and other fire fighting appliances which the
Landlord is required to provide by statute and all other things provided for the
benefit of the Estate
-42-
and for which no losses or occupier of the Estate is exclusively liable
(3) (a) grassing and tending and keeping tidy and planting with such
flora trees and shrubs as the Landlord shall deem at its absolute discretion to
be appropriate or such areas as the Landlord may deem at its absolute discretion
desirable
(b) maintaining renewing replacing repairing and keeping in good order
and condition all installations appurtenances appointment$ fixtures fittings
bins receptacles tools appliances materials and other things which the Landlord
may does desirable or necessary for the maintenance upkeep or cleanliness of the
Estate and the supply of services to the Estate
(c) employing such solicitors and other professionals and agents
managers contractors staff and workmen as the Landlord may at its absolute
discretion deem desirable or necessary to enable or assist it to provide the
said services or any of then and for the general conduct management and security
of the Estate and all parts thereof and to pay all incidental foes and other
expenditure in relation to such employment (including but without limiting the
generality of such provision the payment of the statutory and such other
insurance health pension welfare and other payments contributions and premiums
as the Landlord may at its absolute discretion does desirable or necessary and
the provision of uniforms working clothes and other equipment for the proper
performance of their duties)
-43-
(d) paying all rates taxes charges assessments impositions and other
outgoings (including but not exclusively charges (if any) for the supply of
water gas electricity or any other form of supply of energy utilities or
services) payable by the Landlord in respect of the common parts except insofar
as the Tenant or any other occupier of the Estate may be liable for the under
the terms of this or their lease or occupation
(e) keeping the common parts insured upon similar terms (including the
Landlords covenant to reinstate) as those set forth in clause 4(l) of this Lease
(f) taking all steps deemed desirable or expedient by the Landlord for
complying with making representations against or otherwise contesting the
incidence of the provisions of any legislation or orders or statutory
requirements thereunder concerning town planning public health highways streets
drainage or other matters relating to the Estate for which the Tenant is not
directly liable hereunder
(g) enforcing or attempting to enforce against (a) any other tenant of
the Estate the observance of any covenant in that tenant's lease the
nonobservance of which is or may be detrimental to the Tenant and (b) any owner
or occupier of adjoining or neighbouring promises the payment of any
contribution towards anything used in common with the Estate
(h) paying a contribution towards the expense of repairing renewing
and maintaining and cleansing all ways roads
-44-
pavements severe drains pipes watercourses party xxxxx party structures party
fences xxxxx or other conveniences which may belong to or be used by the
occupiers of the Estate in common and in common with other premises near or
adjoining thereto
(i) executing any works as are or at any time during the said term
shall under or by virtue of any enactment for the time being in force or by any
local or other competent Authority be directed or required to be done or
executed in respect of the Estate and for which none of the occupiers of the
Estate are liable
(j) providing any service for the benefit of the Estate as a whole
including but not exclusively at the Landlords discretion a general estate board
indicating the names of the occupiers of the Estate
PROVIDED ALWAYS that the Landlord say from time to time withhold add to extend
---------------
vary or make any alterations in the rendering of the said services or any of
them as the Landlord deem desirable so to do in :he interests of good estate
management
(4) in the event only of the Landlord not appointing managing agents
the reasonable cost in respect of the general supervision and management of the
Estate by the Landlord (but not including any payment in respect of the
collection of rent)
(5) the costs and expenses of supplying the account and vouchers and
receipts mentioned in the Fourth Schedule hereto
-45-
(6) the supply of copies of regulations made by the Landlord under the
foregoing provision hereof and copies of all amendments or additions made from
time to time thereto
THE SIXTH SCHEDULE
------------------
PART I
------
IN this Schedule the following expressions shall have the meanings respectively
--
assigned to them unless the context otherwise requires:
(1) "the Initial Rent" the sum of (Pounds)18800.00 per annum (and so
------------------
proportionately for any part of a year) payable in respect of the period
expiring an the Review Date first occurring during the said term
(2) "the Reserved Rent" the yearly rent from time to time payable
-------------------
being the initial Rant for the period expiring on the Review Date first
occurring during the said term and thereafter as reviewed in accordance with the
provisions of this Schedule
(3) "Review Date" the date of expiration of the fifth year of the said
-------------
term and the date of expiration of each successive period of five years
thereafter during the said term (but subject to the provisions of Paragraph (9)
of Part II of this Schedule)
(4) "Review period" the period between a Review Date and the next
---------------
succeeding Review Date and the expression "Relevant Review Period" shall be
construed accordingly
-46-
(5) "Open Market Rent" the yearly rent at which the demised premises
------------------
might reasonably be expected to be let at the Relevant Review Date or other date
upon which such assessment falls to be made by a willing Landlord to a willing
tenant in the open market with vacant possession and without fine or premium for
a term equal to the residue of the term hereby granted or for a term equal to
ten years whichever is the greater assuming
(i) that the buildings comprised in the demised premises remain in
existence and that the covenants and conditions on the part of the Tenant and
the Landlord contained in these presents have been duly observed and performed
and
(ii) by a Lease containing the same terms and provisions in all
respects as these presents (including the provisions for review of rent but
excluding the amount of the Reserved Rent) there being disregarded
(a) any effect on rant of the fact that the Tenant or any undertenant
or their respective predecessors in title have been in occupation of the demised
premises and
(b) any goodwill attached to the demised premises by reason of the
carrying on thereat of the business of the Tenant or any undertenant or their
respective predecessors in title and
(c) any increase in rental value of the demised premises attributable
to the existence at the Review Date of any improvement to the demised premises
or any part thereof carried out with consent where required otherwise than in
pursuance of an
-47-
obligation to the Landlord or its predecessors in title by the Tenant any
undertenant or their respective predecessors in title during the said term and
(d) any effect on rent of the Rent Restrictions or any law for the
time being in force which imposes restraint upon increase in the rent payable in
respect of the demised premises or recovery of such increases
(6) "Rent Restrictions" restrictions imposed by any Statute for the
-------------------
time being in force and any regulations or orders made thereunder which operate
to impose any limitation whether in time or amount on the review of the Reserved
Rent and/or the collection of any increase in the Reserved Rent or any part
thereof
PART II
-------
(1) The Reserved Rent shall be reviewed as at and (if appropriate)
increased as from each Review Data during the said term as hereinafter provided
and the amount of the Reserved Rent payable for each Review Period shall be the
Reserved Rent at the yearly rate which was payable in accordance with the
provisions of these presents immediately preceding the Relevant Review Date
Increased by the amount (if any) by which the Open Market Rent &* at such Review
Date exceeds the Reserved Rent at the aforesaid yearly rate
(2) The Landlord and the Tenant shall endeavor to agree the Open
Market Rent at each Relevant Review Date and any such
-48-
agreement shall be in writing signed by or on behalf of the Landlord and the
Tenant
(3) If the Open Market Rent shall not have been agreed between the
Landlord and the Tenant one mouth before the Relevant Review Date for whatever
reason and the Landlord shall not have previously given to the Tenant notice in
writing that there will be no Increase in the Reserved Rent for the Relevant
Review Period either the Landlord or the Tenant may at any time (whether before
or after the Review Date) subject to giving prior notice in writing to the other
of not less than seven days duration require the Open Market Rent to be
determined by a single arbitrator who shall be an Independent Chartered Surveyor
to be jointly appointed by agreement between the Landlord and the Tenant
Provided that such arbitrator must have substantial experience of the area and
of properties of a similar nature to the demised premises and of the matters In
dispute
(4) In default of agreement between the Landlord and the Tenant on the
joint appointment of an arbitrator such arbitrator whose appointment shall be
subject to the proviso to Paragraph (3) of this Part of this Schedule shall be
appointed by the President (or other the Chief Officer or acting Chief Officer)
for the time being of the Royal Institution of Chartered Surveyors on the
written application of the Landlord or the Tenant who shall be at liberty to
make such application at any time after giving the
-49-
notice last referred to accordance with Paragraph (3) of this part of this
Schedule
(5) The arbitration shall be conducted in accordance with the
Arbitration Xxx 0000 and the determination shall be final and binding upon the
parties and shall be notified in writing to the Landlord and the Tenant
(6) If such arbitrator does not live notice of his determination
within a period of two months of his appointment or within such extended period
as the Landlord and the Tenant shall jointly agree or in manner aforesaid or if
for any reason it becomes apparent that he will be unable to complete his duties
under these presents the Landlord and the Tenant my agree upon or either of them
may apply for the appointment of a new arbitrator in his place (which procedure
may be repeated as many times as may be necessary) and the provisions of this
Part of this Schedule will operate in relation to that agreement or application
as in relation to any earlier agreement or application
(7) The arbitrator's fees or charges shall be borne by the Landlord
and the Tenant in such proportions as the arbitrator shall determine
(8) If the amount of the Open Market Rent has not been ascertained by
the Review Data in accordance with the provisions hereof the Tenant shall pay to
the Landlord for any interval between the Review Date and the date when the Open
Market Rent has been ascertained as aforesaid the Reserved Rent at the yearly
rate
-50-
payable immediately preceding such the Review Date and upon the amount of the
Reserved Rent payable from the Review Date being ascertained any additional
amount payable for the period commencing on the Review Date and ending on the
quarter day immediately following such ascertainment shall be forthwith paid by
the Tenant to the Landlord together with Interest thereon at the base rate from
time to time of Barclays Bank P.l.c. for the period from the Review Date to the
date of actual payment such interest to be recoverable an if it were part of the
Reserved Rent
(9) On each and every occasion during the said terms that the Rent
Restrictions shall prevent or prohibit either wholly or partially:
1) the operation of the above provisions for review of the
Reserved Rent and/or
2) the collection of the Reserved Rent or any instalment or part
thereof by the Landlord or the retention thereof at any time after collection
than and in any such case:-
3) any Review Date shall be postponed to take effect on the first
date or dates thereafter upon which such review my occur and if there shall be a
partial relaxation of the Rent Restrictions there shall be a further review of
the Reserved Rent on the first date thereafter as aforesaid notwithstanding that
the Reserved Rent may have been increased in part on or since the Review Date
and/or
-51-
4) the collection of any increase In the Reserved Rent shall be
postponed to take effect on the first date thereafter that such increase may be
collected and/or retained in whole or part and on as many occasions as shall be
required to ensure the collection of the whole increase
AND until the Rant Restrictions shall be relaxed either partially or wholly the
---
Reserved Rent shall be the maximum sum from time to time permitted by the Rent
Restrictions
(10) On each occasion that the Reserved Rent is reviewed pursuant to
the provisions of this Part of this Schedule the Landlord and the Tenant shall
cause a memorandum of the amount thereof payable for the Relevant Review Period
to be prepared and a counterpart thereof and for such memorandum to be signed
respectively by or on behalf of the Landlord and Tenant
(11) The Reserved Rent payable for any Review Period shall not be less
than the amount of the Reserved Rent payable for the period immediately
preceding the commencement of such Review Period.
THE COMMON SEAL of MARWELL )
--------------- ------- )
PROPERTY INVESTMENTS LIMITED )
---------------------------- )
was hereunto affixed in the )
presence of:- )
Director
--------
Secretary X. Xxxxxxxx
---------
-52-
DATED 21 October 1988
--------------------------------------------------------------------------------
MARWELL PROPERTY INVESTMENTS LIMITED
- and -
COOPERVISION HOLDINGS
------------------------------
L E A S E
relating to
Xxxx 00 Xxx Xxxxxx Xxxxxxxxxx
Xxxxxx Hedge End
Southampton
------------------------------
XXXXXX XXXXXX & XXXXXX
00 Xxxxxxxxx Xxxxx
Xxxxxx
XX0X 0XX
Tel: 00-000 0000
Ref: 25/032/FA19/8/9/88
THIS LEASE is made the 21st day of October One thousand nine hundred and eighty-
----------
eight B E T W E E N (1) MARWELL PROPERTY INVESTMENTS LIMITED whose registered
------------- ------------------------------------
office at 000X Xxxxxxxxx Xxxxxxxxx Xxxxx Xxxx Xxxx Xxxxxxx ____________
(hereinafter called "the Landlord") and (2) COOPERVISION HOLDINGS whose
---------------------
registered office is at Xxxxxxxxx Xxxxx 0 Xxxxxx Xxxx Xxxxx Xxx Southampton
(hereinafter called "the Tenant")
WITNESSETH as follows:-
----------
Interpretation
--------------
1. In this Lease and in the Schedules hereto:-
(1) Words importing one gender shall include all other genders and words
importing the singular shall include the plural and vice versa
(2) The headings to the clauses hereof and Schedules hereto shall be
deemed not to form any part hereof and shall not affect the
interpretation hereof in any way
(3) Where the Tenant consists of two or more persons all covenants and
agreements by and with the Tenant shall be construed as covenants and
agreements by and with such persons jointly and severally
(4) Where the context so requires or admits the following words and
expressions shall have the following meanings:-
(a) "the Landlord" shall include the estate owner or owners for the
time being of the reversion immediately expectant on the term
hereby granted and shall also include all superior landlords
(b) "the Tenant" shall include the Tenant's successors in title
(c) "the demised premises" shall mean the premises described in the
First Schedule hereto together with all additions and
improvements at any time and from time to time made thereto and
all fixtures and fittings installed by the Landlord of every kind
which shall from time to time be in or upon the said premises
(whether originally affixed or fastened to or upon the same or
otherwise) except tenants and trade fixtures
(d) "the Estate" shall mean the industrial complex situated at Hedge
End Southampton known as The Solent Industrial Estate shown on
the plan annexed hereto and thereon edged in blue or such other
larger or smaller area as the Landlord may in its discretion from
time to time stipulate
(e) "the common parts" shall mean all those parts of the Estate shown
coloured yellow and xxxxx on the plan annexed hereto and also
those parts (if any) of
- 2 -
the Estate which are not included or intended to be included in
any lease granted or to be granted by the Landlord the Landlord
reserving to itself the right from time to time when necessary in
the interests of good estate management of amending or varying
the general layout of the Estate and/or the common parts but not
the demised premises Provided Always that such amendments or
variations shall cause as little inconvenience as possible to the
Tenant in the use and enjoyment of the demised premises
(f) "the said term" shall mean the term hereby granted and any
statutory continuation or extension thereof
(g) "determination of the said term" shall mean the determination of
the said term whether by effluxion of time re-entry notice
surrender or any other means or cause whatsoever
(h) "the specified period" shall man the period of eighty years from
the date of this Lease which shall be the perpetuity period
applicable to these Presents
(i) "the Planning Acts" shall mean the Town and Country Planning Acts
1971 and 1972 the Town and Country Planning (Amendments) Xxx 0000
the Town and Country Amenities Xxx 0000 and the Local Government
Planning and Land Xxx 0000
- 3 -
(j) "these presents" shall mean this Lease and the Schedules thereto
any licence granted pursuant thereto any deed of variation of the
provisions hereof and any instrument made supplemental hereto
(k) "insured risks" shall mean the risks from time to time covered by
the policy or policies of insurance effected by the Landlord
pursuant to its covenant hereinafter contained
(l) "prescribed rate" shall mean interest at an annual rate of 2%
above the base lending rate of Midland Bank Plc applicable from
time to time during any period during which any payment of
interest accrues due under these presents
(5) These present shall unless the context otherwise requires be construed
on the basis that:
(a) any reference to any Act. or any section of any Act shall be
deemed to include any amendment modification or re-enactment
thereof and any statutory instrument bye-law rule directive order
or regulation made thereunder for the time being In force
(b) any covenant by the Tenant not to do any act or thing shall be
deemed to include a covenant not to suffer or permit the doing of
that act or thing
- 4 -
(c) covenants and obligations made or assumed by any party shall be
binding and enforceable against his personal representatives
2. IN consideration of the rents covenants and conditions hereinafter reserved
and contained and on the part of the Tenant to be paid performed and
observed the Landlord HEREBY DEMISES unto the Tenant ALL THAT the premises
--------------
described in the First Schedule hereto TOGETHER WITH (in common with the
-------------
Landlord and all other persons entitled thereto and subject to the
exceptions reservations and provisions hereinafter contained) the rights
and privileges set out in the Second Schedule hereto EXCEPT AND RESERVING
--------------------
unto the Landlord and its lessees tenants agents servants licensees and
other persons claiming through or under the Landlord and all other persons
who now have or may hereafter be entitled to or are granted by the Landlord
a similar right or rights the easements rights and privileges specified in
the Third Schedule hereto TO HOLD the same unto the Tenant subject to any
-------
rights of statutory or other undertakings in respect of services to the
Estate and the demised premises now existing or to be created within the
specified period for a term of Twenty Years from the 25th day of March 1988
hereof PAYING therefor throughout the said term and so in proportion for
any lose time than a year FIRST the yearly rent of EIGHTEEN THOUSAND AND
----- ---------------------
EIGHT HUNDRED POUNDS ((Pounds)18,800.00) by four equal quarterly payments
--------------------
in advance on the usual quarter days in every year without deduction
whatsoever the first of such quarterly payments hereof for the period of
the 25th day of March 1988 until the 24th day of June 1988 shall be paid on
the signing hereof AND SECONDLY by way of further rent an amount equal to
------------
that incurred by the Landlord from time to time in complying with the
covenant in clause 4(l) hereof for the insurance of the demised premises
such rent to be paid on demand AND THIRDLY by way of further rent a
-----------
contribution payable in
- 5 -
accordance with the provisions of the Fourth Schedule hereto in respect of
the service charge mentioned in the said Fourth Schedule (together with any
Value Added Tax due and payable thereon) the first payment of rents under
this Lease being made on the execution hereof PROVIDED ALWAYS that in the
---------------
event of the said rents or any part thereof being in arrear for more than
14 days whether in the case of the rent first hereinbefore reserved
lawfully demanded or not the Tenant shall pay interest calculated on a
daily basis with quarterly rests at the Prescribed Rate on the amount in
arrear from the day on which it became payable until the day payment is
made and to be payable to the Landlord on demand without prejudice to any
other rights the Landlord may enjoy and the aggregate amount for the time
being so payable shall at the option of the Landlord be recoverable by
action or as rent in arrear
Tenants covenants
-----------------
3. THE Tenant HEREBY COVENANTS with the Landlord as follows:-
----------------
To pay rent
-----------
(1) To pay the rents hereby reserved and any interest on arrears of rent as
hereinbefore provided on the days and in manner aforesaid without any
deduction whatsoever
Taxes
-----
- 6 -
(2) To bear pay and discharge all existing and future rates taxes levies
assessments duties outgoings charges and impositions whatsoever
(whether imposed by statute or otherwise and whether of a national or
local character) now or at any time or times during the said term
assessed imposed or charged upon or payable in respect of the demised
premises or any part or parts thereof and whether payable by the
Landlord or Tenant or by the owner or occupier thereof save for any
tax assessable on the Landlord in respect of the rents payable
hereunder or in respect of any dealing with the reversion either
mediately or immediately expectant on the term hereof
V.A.T.
------
(3) To pay to the Landlord or (as the case may be) to its solicitors
surveyors or other agents to whom any payment is due under the
covenants agreements and provisions herein contained or implied which
is a payment whereon Value Added Tax or other similar fiscal charge is
chargeable if the Landlord is not eligible to treat as an input credit
the amount of Value Added Tax or other similar fiscal charge
chargeable in respect of the payment at the rat applicable to that
payment
Gas electricity and water charges
---------------------------------
(4) To pay for all gas and electricity and water consumed on or by the
demised premises and all telephone charges and to observe and perform
at the Tenants expense all
- 7 -
present and future regulations and requirements of the gas and electricity
and water supply authorities and the Post Office concerning the demised
premises and to keep the Landlord indemnified in respect thereof and to
reimburse to the Landlord a properly apportioned part (to be determined by
the Landlord in case the same is not separately metered or gauged) of all
sums paid by the Landlord from time to time to the electricity gas or water
supply authorities or to the Post Office in respect of any consumption or
supply of electricity gas or water or telephone or in respect of any
connection to or alteration or repair of the wiring or piping or other
machinery or equipment in or about the Estate used for electricity or water
supply or gas or telephone which benefits the demised premises or any part
thereof
Repair
------
(5) At all times during the said term to keep and maintain the whole of the
demised premises in good and substantial order repair and condition and in
whole or in part rebuild or renew the same as necessary (except damage by
the insured risks provided such policy or policies shall not have become
vitiated or payment of the policy monies refused in whole or in part in
consequence of some act neglect or default of the Tenant or of any sub-
tenant or any other party under the control of the Tenant) PROVIDED THAT
-------------
nothing contained in this sub-clause shall require the Tenant to put or
keep the demised premises in any better state of repair or condition than
the same are in at the date hereof
- 8 -
Decoration
----------
(6) Without prejudice to the generality of the next preceding sub-clause in
every fifth year of the said term and also in the year preceding the
determination of the said term to paint in a proper and workmanlike manner
all the inside wood iron and other parts heretofore or usually painted of
the demised premises with a sufficient number of costs of good quality
paint and also with every such internal painting to clean wash stop whiten
distemper and otherwise decorate and treat in a proper and workmanlike
manner all such internal parts of the demigod premises that have been so
treated and also in every third year of the said term and in the year
preceding 'the determination of the said term (unless the last exterior
painting was done within twelve months of the date of such determination)
to paint in a proper and workmanlike manner all the external parts
heretofore or usually painted and all additions thereto with a sufficient
number of coats of good quality paint and so that in the year preceding the
determination of the said term the tints or colours on each occasion to be
approved in writing by the Landlord (such approval not to be unreasonably
withheld) and french polish or otherwise treat in a good and-workmanlike
manner using good quality materials all exterior parts of the demigod
premises an are usually or heretofore french polished or otherwise treated
AND to wash down all tiles cladding glazed bricks or polished stone or
similar washable surfaces and repoint all brickwork as and when required
and to keep the windows of the demised premises properly cleaned inside and
outside and to keep any part of the demised premises not covered by
buildings in a neat and tidy condition and free from weeds
- 9 -
Yield Up
--------
(7) At the determination of the said term quietly to yield up to the Landlord
the demised premises duly painted repaired cleaned maintained amended and
kept in accordance with the covenants in that behalf herein contained
Provided however that the Tenant may prior to tho date of such expiration
or determination remove all tenants or trad fixtures making good
nevertheless at the expense of the Tenant and to the reasonable
satisfaction of the Landlord any damage to the demised premises caused by
such removal and shall remove all the Tenants furniture fittings papers and
refuse and so that the Landlord may treat as abandoned by the Tenant and
may arrange for tho removal and destruction of any such fixtures and other
items not removed by the Tenant at the expiration or determination and the
cost of such removal and destruction shall be paid by the Tenant to the
Landlord on demand
Fire Fighting Equipment
-----------------------
(8) To keep the demised provision sufficiently supplied and equipped with fire
fighting and extinguishing apparatus and appliances which shall b open to
the inspection and maintained to the reasonable satisfaction of the
Landlord and to the satisfaction of the local fire authority and of
insurers and also not to obstruct the access to or means of working of such
apparatus and appliances
- 10 -
Entry for Repairs
-----------------
(9) To permit the Landlord and any person authorised by it upon at least 48
hours prior written notice (except in emergency) to enter upon the demised
premises at all reasonable hours during the daytime to view the state and
condition and user of the same and the landlord's fixtures and fittings
therein and of all defects decays and wants of reparation there found for
which the Tenant shall be responsible hereunder to give notice in writing
to the Tenant and within two months next after every such notice an
aforesaid (or immediately in came of need) to commence to repair well and
substantially and make good all such defects decays and wants of reparation
to the demised premises and the fixtures and fittings therein for which the
Tenant is liable hereunder PROVIDED ALWAYS that if the Tenant shall make
---------------
default in the execution of the repairs and works referred to in such
notice it shall be lawful for the Landlord and any persons authorised by
the Landlord (but without prejudice to the right of re-entry hereinafter
contained) to enter upon the demised premises and execute such repairs and
works and the cost thereof (including any surveyors or other fees incurred
and whether or not such repairs and works are executed by the Landlord)
shall be repaid by the Tenant to the Landlord on demand together with
interest on the expenses incurred by the Landlord under the above proviso
in accordance with the terms of the proviso to clause 2 of this Lease
relating to lot payments of rents
- 11 -
Taking inventories
------------------
(10) To permit the Landlord and any person authorised by the Landlord to enter
upon the demised premises at all reasonable hours during the daytime by
prior written appoint ment to take schedules or inventories of landlord's
fixtures and fittings and things to be yielded up at the determination of
the said term
Acts of Parliament
------------------
(11) To observe and comply with the provisions and requirements of every
enactment (which expression in this Loss includes as well every Act of
Parliament already or hereafter to be passed as every order regulation and
bye-law already or hereafter to be mad under or in pursuance of any such
Act and without prejudice to the generality of the foregoing specifically
includes the Factories Acts the Offices Shops and Railway Premises Act 1963
the Health and Safety at Work etc Xxx 0000 and every order and regulation
made or to be made thereunder) so far as they relate to or affect the
demised premises and maintain all arrangements which by or under any
enactment or bye-law are or may be required at any time during the said
term to be executed provided or maintained whether by the Landlord or the
Tenant and to indemnify the Landlord at all times against all costs charges
and expenses of or incidental to the execution of any works or tho
provision of maintenance of any arrangements so required an aforesaid and
not at any time during the said term to do or omit or suffer to be done or
omitted in or about the demised premises any act or
- 12 -
thing by reason of which the Landlord may under any enactment incur or have
imposed upon it or become liable to pay any penalty damages compensation
costs charges or expenses
Planning Acts
-------------
(12) (i) To comply in all respects during the currency of this Lease with the
provisions and requirements of the Planning Acts and all licences
consents permissions and conditions (if any) granted or imposed
thereunder or under any enactment repealed thereby so far as the same
respectively relate to or affect the demised premises or any parts
thereof or any operations works acts or things already or hereafter to
be carried out executed done or omitted thereon or the use thereof for
any purpose and to pay any development charge or other charge imposed
in respect of any such matter arising from any act commission or
omission whatsoever of the Tenant or any party under the control of or
on behalf of the Tenant and indemnify the Landlord against all
proceedings expenses claim and demands in respect of any contravention
by the Tenant of any provision of the Planning Acts
(ii) Not to do on or in relation to the demised premises anything by reason
of which the Landlord may under any enactment whatever become liable to
pay any penalty damages costs compensation charge levy tax or other
monies and in any event
- 13 -
Subject only to any statutory requirement to the contrary to pay and
satisfy any charge levy tax or other monies which may now or hereafter
be imposed whether on the Landlord or the Tenant under any such
enactment in respect of any development or alteration or any change or
continuation of use or other like matter relating to the damaged
premises by the Tenant or any Sub-tenant or occupier of the demised
premises which shall occur during the said term
Copies of Notices
-----------------
(13) Within seven days of the receipt by the Tenant of the same to supply a copy
to the Landlord of any notice or order or proposal for a notice or order or
licence consent permission or direction given or made under any enactment
and any regulations orders and instruments made thereunder and relating to
the demised premises And to permit the Landlord and all persons authorised
by it at all reasonable times during the daytime upon at least 48 hours
prior written notice to enter upon the demised premises to inspect the am
for any purpose in connection with any such notice order proposal licence
consent permission or Direction
Join with Landlord in making Appeals etc.
-----------------------------------------
(14) At the request and cost of the Landlord to make or join with the Landlord
in making any objection representation or appeal in respect of any such
notice order proposal
- 14 -
or direction as aforesaid or any refusal of or condition imposed under any
such licence consent or permission as aforesaid save where to do so would
be prejudicial to the Tenant's enjoyment of the demised premises
No application for Planning Permission
--------------------------------------
(15) Not to make or suffer to be made without the consent of the Landlord (such
consent not to be unreasonably withhold or delayed) any application for
consent or permission to carry out or commence any development (within the
meaning of the Planning Acts) on or by reference to the demised premises
Complete Developments within Term
---------------------------------
(16) Unless the Landlord shall otherwise direct to carry out before the
determination of the said term any works (the carrying out of which is
otherwise permitted hereunder) required to be carried out in or on the
demised premises by a date subsequent to such determination as a condition
of, any planning permission which may have been granted to and implemented
by the Tenant during the said term
Compensation
------------
(17) If the Tenant shall receive any compensation because of any restriction
placed upon the user of the demised premises or any part thereof under or
by virtue of the
- 15 -
Planning Acts then if and when its interest hereunder shall be determined
under the power of re-entry herein contained or otherwise forthwith to make
such provision as is Just and equitable for the Landlord to receive its due
benefit from such compensation unless the compensation authority shall
otherwise order
(18) To afford the Landlord during the six months preceding the determination of
the said term all reasonable facilities for the purpose of letting the
demised premises or at any time on prior reasonable written notice during
the said term of selling valuing or charging the same including access to
the demised premises by the Landlord or by prospective tenants or
purchasers or others having written authority from the Landlord PROVIDED
--------
THAT no inconvenience or disruption is caused to the Tenant
----
Assignment and underletting
---------------------------
(19) (a) Save as hereinafter expressly provided not to agree to nor assign
transfer underlet or part with or share the possession or occupation of
nor grant any occupational licence in respect of the whole of the
demised premises or any part or parts thereof nor to charge any part or
parts thereof
(b) Not to assign the demised premises (here meaning the whole thereof)
without the previous consent in writing of the Landlord which consent
shall not be unreasonably withhold or delayed in the case of a
respectable and responsible Assignee of satisfactory financial standing
subject to such Assignee if the
- 16 -
Landlord so requires first entering into a direct covenant with the
Landlord to observe and perform the covenants on the part of the Tenant
herein contained during the residue of the said term and to pay the rents
hereby reserved and not further to assign or underlet or part with or share
the possession or occupation of the demised premises or any part thereof
except on the said terms as are herein contained and also subject if the
Landlord shall so require in the case of any Assignee who shall be a
corporate body without a quotation on a recognised stock exchange and in
the absence of any other acceptable security to not less than two
Guarantors (of a financial status acceptable to the Landlord) first to
enter into a direct covenant with the Landlord for guaranteeing the
observance and performance of the covenants on the part of the Tenant
herein contained and secondly to covenant with the Landlord that in the
event of the Tenant during the said tam becoming bankrupt or entering into
liquidation and the trustee in such bankruptcy or the liquidator as the
cast may be disclaiming those presents the Guarantor shall accept from the
Landlord a now lease of the demised premises for a term equal in duration
to the residue remaining unexpired of the said term at the date of
disclaimer such lease to contain the same terms in all respects (including
the proviso for reentry) as are contained in these presents
(c) Not without the Landlords prior written consent (not to be unreasonably
withhold or delayed) to underlet the whole of the demised premises except
on the same terms than those therein contained at a rout not less than that
- 17 -
payable hereunder at the date of such Underlease (all commutations premiums
and fines being hereby expressly prohibited) which shall be subject to
review at such intervals as shall be normal in the market for similar
property at the time of the grant thereof (but in any event at least as of
ton as required by these presents and simultaneous therewith) PROVIDED
--------
ALWAYS that the Tenant shall not be entitled (and is hereby expressly
------
prohibited therefrom) to sub-let other than for occupation
(d) Any underlease granted under this sub-clause shall contain
(i) An unqualified covenant on the part of the Underlessee not to assign
transfer or underlet or part with possession or occupation of part or
parts only of the demised premises
(ii) A covenant on the part of the Underlessee that the Underlessee will
not assign or underlet the whole of the demised premises without
obtaining the previous written consent of Marwell Property Invest
ments Limited or other the Landlord under these presents (such consent
not to be unreasonably withheld) and of the Tenant under these
presents and to provide in such Underlease that any sub-underleases
granted out of such Underlease whether immediate or mediate shall
contain similar provisions to those contained in this sub-clause (19)
- 18 -
(e) Notwithstanding the foregoing provisions of this sub-clause the Tenant
may share possession or occupation of part of the demised premises (as
distinct from the whole) with or in favour of any subsidiary or
associated company for so long as such relationship subsists and
provided that no relationship of landlord and tenant is thereby
created
(f) Within on month of every permitted assignment transfer underlease
(whether mediate immediate or derivative) parting with possession or
occupation of these presents or of the demised premises to give notice
thereof in writing with particulars thereof to the Landlord's
Solicitors and produce to then a certified copy of such instrument
(free of expense to the Landlord) for retention by the Landlord and to
pay to them a reasonable registration fee of fifteen pounds
((Pounds)15.00) in respect of each instrument
(g) Upon every application for consent required by this sub-clause (19) to
disclose to the Landlord such information as to the terms proposed by
the Tenant as the Landlord may reasonably require and whenever
required by the Landlord to provide in writing full details of the
actual occupation of the demised premises
(20) To indemnify and keep indemnified the Landlord from liability in respect of
any injury to or the death of any person damage to any property (real and
personal) the infringe ment disturbance or destruction of any right
easement or privilege or other-
- 19 -
wise by reason of or arising directly or indirectly out of the repair state
of repair condition or any alteration to or to the us herein permitted of
the demised premises by the Tenant and from all proceedings costs claims
and demands of whatsoever nature in respect of any such liability or
alleged liability
(21) To pay to the Landlord all reasonable costs charges and expenses (including
legal costs and fees payable to a Surveyor) which may be reasonably
incurred by the Landlord in or in contemplation of or incidental to any
proceedings under Sections 146 and 147 of the Law of Property Xxx 0000 and
preparation and service of any notice in respect thereof notwithstanding
forfeiture for any breach by the Tenant shall be avoided otherwise than by
relief granted by the Court or for the purpose of or in reasonable
contemplation of or incidental to the preparation and service or
justifiable scheduled of dilapidations or notice under the foregoing
provisions of this Sub-clause during the said term or within three months
after the determination thereof
User
----
(22) (a) To use and occupy the demised premises for the purpose only of uses
within the meaning of Class B1 of The Town Country Planning (Use
Classes) Order 1987 or for such other use for which the Landlord may
give previous consent in writing (such consent not to be unreasonably
withheld) and for which the consent of the Planning Authority for the
time being shall have been obtained
- 20 -
(b) Not to use or allow the demised premises or any part thereof to be used
for residential or sleeping purposes
(c) Not to use any other part of the Estate than the demised premises for
the parking of motor or other vehicles
(d) Not to load or unload or pack or stack upon any of the common parts
except those parts (if any) designated for that purpose
Alterations
-----------
(23) Not at any time during the said term to damage interfere with or make any
addition to or alteration in the demised premises or any party wall or any
service conduit apparatus or installation therein but nothing herein
contained shall prevent the Tenant with the prior written consent of the
Landlord (which shall not be unreasonably withheld or delayed) from making
internal non-structural alterations and it may without such consent erect
or remove from time to time demountable partitioning PROVIDED ALWAYS that
---------------
at the determination of the said term the Tenant shall at the request of
the Landlord dismantle and remove all non-structural internal alterations
and demountable partitioning then in the demised premises and reinstate the
demised premises and make good forthwith any damage caused
- 21 -
Advertisements
--------------
(24) Not to exhibit affix to or display or permit or suffer to be exhibited
affixed to or displayed on or from the exterior of the demised premises or
on the external walls rails or fences thereof any sign signboard fascia
placard lettering notice price label blind flag pennant sky-sign or any
advertisement of any kind whatsoever except such as shall have been
previously approved in writing by the Landlord such approval not to be
unreasonably withheld or delayed in the case of the usual trade sips of the
Tenant and in the event of any such approval being given to observe the
terms thereof and at the determination of the said term to remove every
such thing so approved and forthwith make good the demised premises
Provided Always that the Tenant shall have the right in common with others
to place its name upon any general estate board erected for the purpose
subject to the same being previously approved by the Landlord
Floor loading
-------------
(25) Not to knowingly place or suspend any object of excessive weight on or from
the floors ceilings roofs or walls or structure of the demised premises nor
without the Landlord's previous written consent nat to be unreasonably
withheld or delayed to set up or permit to be set upon on any part of the
demised premises any steam gas or electric or, other boiler engine machine
or mechanical contrivance other than the Tenant's usual business machinery
- 22 -
Not to prejudice insurance
--------------------------
(26) (a) Not to do in or on the demised premises or the Estate anything whereby
the insurance of the Estate the demised premises or the Landlords
fixtures and fittings against the insured risks may be vitiated or
prejudiced nor without the consent of the Landlord do or allow to be
done anything whereby any additional premium may become payable for the
insurance of the demised premises or of any other parts of the Estate
and in the event of any Landlords insurance policy for the Estate or
any part thereof being vitiated in conse quence of any act action or
omission of the Tenant or any Subtenant of the Tenant fully and
effectually to indemnify the Landlord against all costs claims
proceedings or losses resulting from any damage or injury to the Estate
or any part thereof in respect of which compensation is not forthcoming
from the Landlords insurance company and against all costs of any
increased or additional premiums incurred by the Landlord
(b) To notify the Landlord forthwith upon becoming aware of the same of any
damage to or destruction of the demised premises or any part thereof
occasioned by the occurrence of any of the insured risks
(c) In the event of the Estate or the demised premises or any part thereof
being damaged or destroyed by any of the insured risks at any time
during the said term and the insurance money under any Insurance
affected thereon by the
- 23 -
Landlord being wholly or partially irrecoverable by reason of any act
or default of the Tenant or of any Sub-tenant of the Tenant then and in
every such cast the Tenant will forthwith (in addition to the said
rents) pay to the Landlord the whole (or as the cast may require) a
fair proportion of the cost of rebuilding and reinstating the same any
dispute as to the proportion to be so contributed by the Tenant or
otherwise in respect of or arising out of this provision to be referred
to arbitration in accordance with the provisions of the Arbitration Xxx
0000
(d) Not without the prior written consent of the Landlord to effect any
insurance (other than that of plate glass) of any buildings on the
demised premises but if at any time the Tenant is entitled to the
benefit of any insurance on the demised premises then to apply all
monies received by virtue of such other Insurance towards asking good
with all speed the loss or damage in respect of which the sea shall
have been received.
Nuisance
--------
(27) Not to carry on or permit to be carried on upon the demised premises or any
part thereof the business to be carried on thereon In a noisy noisome
offensive or danger ous manner or do in or upon the demised premises or any
part thereof or the Estate any act matter or thing which may be or grow to
be or become a nuisance or an
- 24 -
annoyance or a disturbance to the Landlord or its tenants or lessees or the
owners lessees or occupiers for the time being of any premises forming part
of the Estate
Auctions
--------
(28) Not at any time during the said term to hold or permit any sale by auction
to be held upon the demised premises or any part thereof without the
written consent of the Landlord for that purpose first obtained
Obstruction etc
---------------
(29) (a) Not to do or permit any act or thing whereby tho common parts or any
part thereof or any other part of the Estate may be damaged interfered
with or obstructed or the fair use thereof by others may be hindered
impeded or interfered with in any manner whatsoever and in particular
not to leave or permit to be left therein any goods or article of any
kind and to perform and observe and procure the performance and
observance by all the Tenants servants and agents and by all those
coming into the Estate for any purpose connected with the Tenants
business of all bye-laws rules and regulations of the local authority
or other competent authority made from time to time in relation to any
part of the Estate
- 25 -
(b) Not to bring or allow to be brought into or upon nor permit to remain
in or upon the curtilage or the demised premises or the common parts
or any part thereof or any other part of the Estate or of any
neighbouring or adjoining premises any goods packaging or packing
cases waste swarf trade empties or any materials or other things of
any kind whatsoever (so that the same shall only be brought into the
building or buildings at the demised premises) and particularly not,
to trade other than from within the building or buildings at the
demised premises
Fire regulations
----------------
(30) (a) Not to use or permit or suffer to be used on any account except in case
of fire or other emergency any doors or special exits provided for
escape in case of fire
(b) At all times to comply with and observe the requirements of the
relevant authorities having power to deal with means of escape from
buildings in the event of fire so far as such requirements affect the
demised premises or the fixtures fittings or furniture therein and in
common with all other tenants of the Estate entitled to use the same to
comply with and observe all the regulations of such authorities which
may apply to the remainder of the Estate
- 26 -
(c) Not to place or store in the demised premises or any part thereof any
article or thing which is or may become dangerous offensive
combustible inflam xxxxx or explosive without obtaining all required
consents in relation thereto
Encroachments etc.
------------------
(31) Not to stop up darken or obstruct any windows lights ventilators or other
openings belonging to the demised premises nor to permit any new windows
lights ventilators passage drainage or any other encroachment or easement
whatsoever to be made or acquired on or over the demised premises and that
in cast any encroachment or easement shall be made or acquired or attempted
to be made or acquired the Tenant will immediately upon becoming aware of
the same give notice thereof to the Landlord and at the request and cost of
the Landlord will adopt such means as may be reasonably required or deemed
proper for preventing any such encroachment or the acquisition of any such
easement
Landlords Regulations
---------------------
(32) To perform and observe such reasonable rules and regulations as the
Landlord may from time to time make for the general management and conduct
of the Estate therein (particularly but without prejudice to the generality
of the aforesaid relating to the direction and flow of traffic) and the
appurtenances thereof and such regulations and
- 27 -
all amendments modifications or additions thereto when communicated in
writing to the Tenant shall be deemed to be incorporated in this Lease
Let or sale boards
------------------
(33) To permit the Landlord to enter upon the demised premises and affix and
retain without interference upon some part or parts thereof (but not so an
to obstruct the access of light and air to the demised premises) notice for
reletting or selling the same and to permit all persons with authority from
the Landlord at all reasonable hours during the daytime upon at least 48
hours prior notice to enter and view the demised premises
Permit entry for repairing adjoining premises
---------------------------------------------
(34) To permit the Landlord and all others authorised by the Landlord and the
adjoining or neighbouring owners tenants and occupiers with or without
xxxxxxx and others and plant materials and equipment at all reasonable
times during the day time and having made prior written appointment (save
in the case of emergency) to enter and remain upon the demised premises so
far as may be necessary in order to build xxxxx (including party walls) or
to stop up any openings in xxxxx dividing the demised premises from other
parts of the Estate or any adjoining or contiguous premises or to repair or
rebuild any part of the Estate or any adjoining or contiguous premises
belonging to the Landlord or to cleanse lay re-lay maintain renew empty or
repair
- 28 -
any of the sewers drains conduits gutters watercourses pipes cables wires
machinery equipment apparatus mains and roads and common parts belonging to
the same and for all purposes connected with the Landlords obligations and
rights under these presents in circumstances where such works cannot
otherwise conveniently be carried out the person exercising such rights
causing as little noise dust damage and inconvenience as reasonably
practicable and forthwith making good all damage to the demised premises or
any chattels thereon occasioned by the exercise of such rights and causing
as little interference as is reasonably possible to the Tenant's use of the
demised premises during the time that such work is being carried out AND
---
ALSO that in case any dispute or controversy shall at any time or times
----
arise between the Tenant and the tenants or occupiers of any adjoining or
contiguous premises belonging to the Landlord including any other part of
the Estate the same shall from time to time be settled and determined by
the Landlord in such manner as it in writing shall direct in that behalf to
which determination the Tenant shall from time to time submit and which
determination shall be conclusive and binding upon the Tenant save in the
case of manifest error
Prevention of damage by effluent etc. discharge
-----------------------------------------------
(35) (a) Not to permit but to take such measures as may be necessary to ensure
that any effluent discharged from the demised premises into the drains
or sewers which belong to or are used for the demised premises whether
or not in common with other premises will not be corrosive or in any
way harmful to
- 29 -
the said drains or sewers or cause any obstruction or deposit therein
and to keep all pipes watercourses gullies and drains belonging to and
used exclu sively by the demised premises properly flushed cleansed and
free from obstruction and if any such obstruction shall occur forthwith
upon becom ing aware of the obstruction to remove the same and make
good any damage caused thereby whether to the structure or the demised
premises or otherwise and to indemnify the Landlord against any claims
arising from damage caused by such obstruction to adjoining or
neighbouring premises or any part of the Estate
(b) Not to discharge or allow to be discharged from the demised premises
any fluid or anything of a poisonous or noxious nature of a kind that
will contaminate or pollute the air or water and to indemnify the
Landlord against any claims arising from damage caused by such
contamination or pollution
(c) To take at all times throughout the said term all such steps as are
necessary and proper to prevent the emanation from the demised premises
of noise fumes heat or excessive vibration especially but not only
where such emana tion is to the detriment of the Landlord or any others
owners or occupiers of the Estate or of the adjoining or nearby
premises
- 30 -
Cost of Licences
----------------
(36) To pay the proper and reasonable legal charges and surveyors fees of the
Landlord resulting from all applications by the Tenant for any consent of
the Landlord required by these presents and also the proper and reasonable
legal charges and surveyors fees actually incurred by the Landlord in cases
where consent is refused or the application is withdrawn
Indemnity
---------
(37) When required and on demand to contribute and pay to the Landlord or as It
may direct a fair and proper proportion of the cost of repairing
maintaining replacing renewing and cleansing all party xxxxx fences xxxxxx
drains pipes watercourses roads passages pavements and other easements used
in common with the occupiers of any neighbouring or adjoining premises on
the Estate
Landlords Covenants
-------------------
4. The Landlord hereby covenants with the Tenant as follows:
-----------------------------
Insurance
---------
(1) To keep the demised premises insured in some insurance office of repute
against loss or damage by fire explosion flood stars tempest aircraft
(and articles dropped there from) impact riot civil commotion malicious
damage burst pipes and overflowing of
- 31 -
cisterns lightning and earthquake (subject to such risks being accepted by
insurers) and such other risks as the Landlord shall in its absolute
discretion think fit (such policy to contain a non-invalidation clause
subject to the same being accepted by Insurers) to such full reinstatement
value (having regard for escalation of costs) as the Landlord's Surveyors
may from time to time recommend including cover In respect of Architects
Surveyors and other professional fees on reinstatement and three years loss
of rent and upon written request to produce details of the policy to the
Tenant together with confirmation of payment of the last premium and in the
event of the demised premises being destroyed or damaged by any of the
insured risks during the said term forthwith (as soon as the necessary
labour materials and permits are obtained) to lay out all monies received
under or by virtue of any insurance affected thereon (other than monies
received in respect of lose of rents) in rebuilding or reinstating the same
in a good and substantial manner PROVIDED THAT the Tenant may at any time
-------------
request the Landlord to increase the amount of insurance cover to such
amount as it thinks appropriate provided that the Landlord shall be under
no obligation to do so where the cover is maintained in respect of the
demised premises and other premises and to agree would mean increasing the
premium payable by the tenants of the other premises and those tenants
object
(2) Subject to payment by the Tenant of the rents herein reserved and provided
that the Tenant has complied with all the covenants and obligations on the
part of the Tenant to be performed and observed to use its best endeavours
to provide such services as are specified in the Fifth Schedule hereto
PROVIDED NEVERTHELESS that the
---------------------
- 32 -
Tenant shall have no claim against the Landlord arising out of or in
respect of the failure of the Landlord to provide any of the said services
by reason directly or indirectly or circumstances outside the reasonable
control of the Landlord and in particular (but without prejudice to the
generality of the foregoing) by reason directly or indirectly of any act of
God or of third parties or any strike lockout or labour dispute or any
shortage of labour fuel water gas electricity or other supplies or of any
material or other defect or breakdown arising in or occurring to any part
of the service installations or other equipment in the Estate used for or
in connection with the furnishing of any service provided the Landlord
shall have done all it reasonably could to prevent such an event occurring
nor shall the Landlord be responsible for or incur any liability in respect
of:
(a) any damage to any person or property by reason of any defect in the
structure (including but not exclusively foundations) of any part of
the Estate or by reason of the defective working stoppage or breaking
of any machinery power or appliance in connection therewith in
circumstances beyond the Landlord's control or
(b) any loss or inconvenience which may be occasioned by any delay or want
of supply of water (including heated water) electric current gas or
other fuel caused by any service installation or other equipment
connected with the supply thereof being defective or out of repair or
by the closing down or temporary withdrawal from use of any service
installations or boiler or other
- 33 -
service equipment for periodic inspection repairs or other necessary
purposes in circumstances beyond the Landlord's control
(c) the act or default of any other tenant or any servant or agent of any
other tenant or occupant of the Estate nor for any loss occasioned by
theft or negligence of such persons or otherwise
Quiet Enjoyment
---------------
(3) That the Tenant paying the rents hereby reserved and observing and
performing the Tenants covenants hereinbefore contained shall and may
peaceably hold and enjoy the demigod premises during the said term without
any interruption or disturbance from or by the Landlord or any person
lawfully claiming through under or in trust for it
5. PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED that
----------------------------------------------------
Re-entry
--------
(1) If the said rents hereby reserved or any part thereof shall at any time be
in arrear and unpaid for twenty-one days after the same shall have become
due (whether any formal or legal demand therefor shall have been mad or
not) or if there shall be any breach of any of the covenants conditions or
agreements herein contained and on the
- 34 -
part of the Tenant to be performed and observed or if the Tenant or other
person or persons in whom for the time being the said term shall be vested
(being an individual or individuals) or any of them shall become bankrupt
or have a receiving order made against him her or then or make any
arrangement or composition with or for the benefit of his her or their
creditors or suffer any execution to be levied at the demised premises or
if the Tenant or any assignee of the Tenant being a company shall enter
into liquidation whether compulsory or voluntary (not being merely a
voluntary liquidation for the purpose of amalgamation or reconstruction) or
suffer any execution to be levied at the demised premises or have a
Receiver or Manager appointed then and in such case it shall be lawful for
the Landlord or any person or persons duly authorised by the Landlord in
that behalf into or upon the demised premises or any part thereof in the
name of the whole to re-enter and the demised premises peaceably to hold
and enjoy thenceforth as if these presents had not been made without
prejudice to any right of action or remedy of either party against the
other in respect of any. antecedent breach of any covenant or condition
herein contained
Notices
-------
(2) Any notice required to be given or served under these presents and not
otherwise provided for shall be served or deemed to be served if served in
accordance with Section 196 of the Law of Property Xxx 0000 (as amended)
- 35 -
Landlords development
---------------------
(3) Subject to the terms of clause 4(3) hereof nothing herein contained or
implied shall impose or be deemed to impose any restriction on the use of
any land or building not comprised in these presents or to prevent or
restrict in any way the development of any land not comprised in these
presents and further that nothing herein contained shall by implication of
law or otherwise operate or be deemed to confer upon the Tenant any
easement right or privilege whatsoever (other than those herein expressly
granted) over or against any adjoining or neighbouring property which now
does or hereafter within the specified period shall belong to the Landlord
which would or might restrict or prejudicially affect the future rebuilding
alteration or development of such adjoining or neighbouring property and
that the Landlord shall have the right at any time to make such alterations
to or to pull down and rebuild or redevelop any such adjoining or
neighbouring property as it may deem fit without obtaining any consent from
the Tenant PROVIDED ALWAYS that no unreasonable interference or disturbance
shall materially affect the Tenant from carrying on its trade and business
and as soon as is reasonably practicable making good any damage thereby
caused to the demised premises
Suspension of rent
------------------
(4) In case the demised premises or any part thereof shall at any time be
destroyed or so damaged by any of the insured risks as to be unfit for
occupation or use then and in
- 36 -
any such case (unless the insurance of the demigod premises shall have been
vitiated by the act neglect default or omission of the Tenant) the rents
hereby reserved or a fair and just proportion thereof according to the
nature and extent of the damage sustained shall be suspended and cease to
be payable from the date of such destruction or damage aforesaid until the
demised premises shall again be fit for use and occupation and such
proportion in case of disagreement shall be referred to a single arbitrator
in accordance with and subject to the provisions of the Arbitration Act
1950 or any statutory modification or re-enactment thereof
Acceptance of Rent
------------------
(5) Notwithstanding the acceptance of of demand for rent by the Landlord or its
agent with knowledge of a breach of any of the covenants on the part of the
Tenant herein contained the Landlords right to forfeit these presents an
the ground of such breach shall remain in force And the Tenant shall not in
any proceedings for forfeiture be entitled to rely upon any such acceptance
or demand as aforesaid as a defence
Statutory Compensation
----------------------
(6) Except where any statutory provision prohibits the Tenants right to
compensation being reduced or excluded by agreement the Tenant shall not be
entitled to claim from the Landlord on quitting the demised premises or any
part thereof any
- 37 -
compensation under the Landlord and Xxxxxx Xxx 0000 or any statute
modifying or re-enacting the same
Exclusion of any warranty of fitness
------------------------------------
(7) Neither the granting of this Lease nor any provision herein contained shall
operate or be construed as warranting that the demised premises are
suitable for the purpose or purposes of the Tenant and the use to which the
Tenant proposes now or hereafter to put the demised premises or any use to
which (whether subject to conditions or not) the Tenant may be at liberty
or may be required under the provisions of these presents to put the
demised premises is or may be or become legally permitted whether under the
provisions of the Planning Acts or otherwise
IN WITNESS whereof theme presents have been entered into the day and year
first above written
THE FIRST SCHEDULE
"THE DEMISED PREMISES"
----------------------
ALL THOSE parts of the Estate shown for the purpose of identification only on
---------
the plan annexed hereto and thereon edged red Together with the buildings
erected thereon or on nose part thereof and known as Xxxx 00 Xxxxxx Xxxxxxxxxx
Xxxxxx Hedge End Southampton including but not exclusively doors windows window
frames and glass the whole of any structural and non-structural walls and
- 38 -
columns forming part of the demised premises out half in thickness of any
structural and/or non-structural wall which form a party wall or boundary of the
demised premises with adjoining premises the screeding the foundations and the
floor and the ceilings (if any) and the roof or roofs of the demised premises
AND ALSO including all air water electricity gas and other service pipes wires
--------
ducts and conduits which are within and serve only the demised premises
THE SECOND SCHEDULE
-------------------
Rights and Privileges
---------------------
(a) the right at all times with or without vehicles for the purpose
only of access to and egress from the demised premises in over and
along those parts of the common parts shown coloured xxxxx and
yellow on the plan annexed hereto as may from time to time be
varied at the discretion of the Landlord pursuant to clause 1(4)(e)
of this Lease
(b) the right to use and the benefit of all easements and quasi
easements and services subsisting at the date hereof or created
within the specified period or maintained for the benefit of the
demised premises in over under or against any adjoining or adjacent
premises of the Landlord to the extent that the same are necessary
for the reasonable enjoyment of the demised premises but excluding
any rights of light and air which are and to the extent to which
the same or specifically excepted and reserved herein
- 39 -
(c) the right to use such part of the general car park or car parking
area provided by the Landlord (if any), as may be determined by the
Landlords surveyor (subject to contributions of service char e as
hereinbefore contained) provided that such space so set aside will
not be used otherwise than by the Tenant its servants invitees or
agents for the sole purpose of parking motor vehicles in such
manner as may be approved by the Landlord's surveyor and that no
nuisance shall be occasioned in the use thereof
THE THIRD SCHEDULE
------------------
Exceptions and reservations
---------------------------
(a) all rights of light air and easements (but without prejudice to
those expressly hereinbefore granted to the Tenant) now or
hereafter within the specified period belonging to or enjoyed by
adjacent or neighbouring land or building from over or against the
demised premises
(b) the right to build or rebuild or alter any adjacent or neighbouring
land or building of the Landlord (whether or not comprised within
the Estate) in any manner whatsoever including where necessary to
erect scaffolding or gantries and to let the same for any purpose
or otherwise deal therewith notwithstand ing that the light or air
to the demised premises is in any such case thereby diminished or
any other liberty easement right or advantage belonging to the
Tenant is thereby
- 40 -
diminished or prejudicially affected
(c) the right of support and shelter and all other easements and rights
now or hereafter belonging to or enjoyed by all adjacent or
neighbouring land or buildings an interest wherein in possession or
reversion in at any time during the said term vested in the
Landlord
(d) the free passage and running of air gas electricity water and soil
telephone and other services through or along the pipes wires
channels drains and water courses already or hereafter within the
specified period to be built or placed in through over or under the
demised premises to and from all other parts of the Estate and the
right to lay and connect up to the same
(e) the right in cases of emergency only to use the emergency or escape
routes now or hereafter enjoyed or required over or through the
demised premises
- 41 -
THE FOURTH SCHEDULE
-------------------
Provision as to Service Charge
------------------------------
1. The service charge contribution payable by the Tenant shall be calculated
by reference to the proportion which the gross area (by external
admeasurement) of the buildings from time to time on the demised premises
bear to the aggregate gross area (similarly measured) of the other
buildings from time to time on the Estate and shall be a fair and
reasonable proportion (to be certified by the Landlords Surveyor whose
decision shall be final and binding save in the case of manifest error) of
the costs and expenses in respect of the Landlords annual expenditure which
shall be the aggregate of:-
(a) the actual cost to the Landlord of the provision by it of the services
mentioned in the Fifth Schedule hereto during the relevant year (due
allowance being made where any expenditure is met out of the reserve
hereinafter mentioned) and
(b) a sun being the annual depreciation over a fair and proper period (to
be determined by the Landlord) of all the capital plant and equipment
used in or for the provision of such services
- 42 -
PROVIDED THAT the Landlord may in its discretion include in the Landlords annual
-------------
expenditure in any year a sum by way of reasonable reserve against anticipated
future expenditure on the said services
2. The Tenant shall pay to the Landlord on account of the annual service charge
on each quarter day in advance such a sum as shall in the reasonable
discretion of the Landlord be one equal fourth part of the anticipated
annual service charge for the current year such sum to be calculated having
regard to the actual service charge payable for the previous financial year
3. At the end of each year the Landlord shall as soon as practicable cause an
account to be prepared by the Landlord's auditors of the Landlords annual
expenditure for that year and send a copy thereof to the Tenant together
with a statement showing the annual service charge payable by the Tenant and
the amount paid on account by the Tenant in such year. Any difference due
from the Tenant shall be paid to the Landlord within twenty-one days of the
receipt of such statement and any balance due to the Tenant shall be allowed
against the next payment on account of service charge due from it
4. For the purposes of this Schedule "year" shall mean the period from First
January to the next ensuing Thirty First December or such other commencement
and expiration dates as the Landlord may declare in writing and insofar as
the annual service charge has to be calculated for any period other than a
year or a payment on account for any
- 43 -
period other than a quarter the same shall be calculated by apportionment on
a daily basis
5. The Landlords certificate as to the amount of the Landlords annual
expenditure in any year at 11 be final and conclusive as between the
Landlord and the Tenant save in the case of manifest error and the Landlord
shall make available to the Tenant all vouchers and receipts detailing the
expenditure incurred by the Landlord
6. The Landlord will hold in trust for the benefit of all the tenants for the
time being of the Landlord's Estate all monies held by way of reserve and
the Landlord hereby covenants with the Tenant that upon the sale or other
transfer of the reversion immediately expectant upon the term hereby created
that it will cause the Purchaser or transferee to become trustee of such
reserve on behalf of the tenants as aforesaid
THE FIFTH SCHEDULE
------------------
The services to be provided by the Landlord
-------------------------------------------
(1) The maintenance amendment repair renewal replacement rebuilding cleansing
decorating and otherwise the keeping in good and substantial repair and
condition and the lighting of:-
(a) the common parts and
- 44 -
(b) the boundary xxxxx fences and gates of and in the curtilage of the
Estate and any notice or other boards erected for the benefit of the
occupiers of the Estate
PROVIDED THAT the Landlord shall not be liable to the Tenant for any
-------------
defects or want of repair unless the Landlord or its agents have had notice in
writing thereof and otherwise subject to the other provisions of these presents
(2) The operation amendment repair renewal replacement rebuilding cleansing and
maintenance in good working order and repair of the equipment apparatus and
appliances (if any) in the common parts including (where applicable but
without prejudice to the generality of the foregoing) the watercourses the
soakways channels pipes drains sewers cables wires pumps motors ducts and
other conducting media the water systems and tanks the reservoirs the
sanitary appliances the electrical installa tion and lamps and light
fittings on the Estate and the hose reels and other fire fighting
appliances which the Landlord is required to provide by statute and all
other things provided for the benefit of the Estate and for which no losses
or occupier of the Estate is exclusively liable
(3) (a) grassing and tending and keeping tidy and planting with such flora
trees and shrubs as the Landlord shall deem at its absolute discretion
to be appropriate or such areas as the Landlord may deem at its
absolute discretion desirable
- 45 -
(b) maintaining renewing replacing repairing and keeping in good order and
condition all installations appurtenances appointments fixtures
fittings bins receptacles tools appliances materials and other things
which the Landlord may deem desirable or necessary for the maintenance
upkeep or cleanliness of the Estate and the supply of services to the
Estate
(c) employing such solicitors and other professionals and agents managers
contractors staff and workmen as the Landlord may at its absolute
discretion deem desirable or necessary to enable or sexist it to
provide the said services or any of them and for the general conduct
management and security of the Estate and all parts thereof and to pay
all incidental fees and other expenditure in relation to such
employment (including but without limiting the generality of such
provision the payment of the statutory and such other insurance health
pension welfare and other payments contributions and premiums as the
Landlord may at its absolute discretion deem desirable or necessary
and the provision of uniforms working clothes and other equipment for
the proper performance of their duties)
(d) paying all rates taxes charges assessments impositions and other
outgoings (including but not exclusively charges (if any) for the
supply of water gas electricity or any other form of supply of energy
utilities or services) payable by the Landlord in respect of the
common parts except insofar as the Tenant
- 46 -
or any other occupier of the Estate may be liable for the same under
the terms of this or their lease or occupation
(e) keeping the common parts insured upon similar terms (including the
Landlords covenant to reinstate) as those set forth in clause 4(l) of
this Lease
(f) taking all steps deemed desirable or expedient by the Landlord for
complying with making representations against or otherwise contesting
the incidence of the provisions of any legislation or orders or
statutory requirements there under concerning town planning public
health highways streets drainage or other matters relating to the
Estate for which the Tenant is not directly liable hereunder
(g) enforcing or attempting to enforce against (a) any other tenant of the
Estate the observance of any covenant in that tenant's lease the non-
observance of which is or may be detrimental to the Tenant and (b) any
owner or occupier of adjoining or neighbouring premises the payment of
any contribution towards anything used in common with the Estate
(h) paying a contribution towards the expense of repairing renewing and
maintaining and cleansing all ways roads pavements sewers drains pipes
water courses party walls party structures party fences walls or other
conveniences
- 47 -
which may belong to or be used by the occupiers of the Estate in
common and in common with other premises near or adjoining thereto
(i) executing any works as are or at any time during the said term shall
under or by virtue of any enactment for the time being in force or by
any local or other competent Authority be directed or required to be
done or executed in respect of the Estate and for which none of the
occupiers of the Estate are liable
(j) providing any service for the benefit of the Estate as a whole
including but not exclusively at the Landlords discretion a general
estate board indicating the names of the occupiers of the Estate
PROVIDED ALWAYS that the Landlord may from time to time withhold add to extend
---------------
vary or make any alterations in the rendering of the said services or any of
then as the Landlord deems desirable so to do in :he interests of good estate
management
(4) in the event only of the Landlord not appointing managing agents the
reasonable cost in respect of the general supervision and management of the
Estate by the Landlord (but not including any payment in respect of the
collection of rent)
(5) the costs and expenses of supplying the account and vouchers and receipts
mentioned in the Fourth Schedule hereto
- 48 -
(6) the supply of copies of regulations made by the Landlord under the
foregoing provision hereof and copies of all amendments or additions made
from time to time thereto
THE SIXTH SCHEDULE
------------------
PART I
------
IN this Schedule the following expressions shall have the meanings respectively
--
assigned to them unless the context otherwise requires:
(1) "the Initial Rent" the sum of (Pounds)18800.00 per annum (and so
------------------
proportionately for any part of a year) payable in respect of the period
expiring on the Review Date first occurring during the said term
(2) "the Reserved Rent" the yearly rent from time to time payable being the
-------------------
Initial Rent for the period expiring on the Review Date first occurring
during the said term and thereafter as reviewed in accordance with the
provisions of this Schedule
(3) "Review Date" the date of expiration of the fifth year of the said term and
-------------
the date of expiration of each successive period of five years thereafter
during the said term (but subject to the provisions of Paragraph (9) of
Part 11 of this Schedule)
- 49 -
(4) "Review period" the period between a Review Date and the next succeeding
---------------
Review Date and the expression "Relevant Review Period" shall be construed
accordingly
(5) "Open Market Rent" the yearly rent at which the demised premises might
------------------
reasonably be expected to be let at the Relevant Review Date or other date
upon which such assessment falls to be made by a willing Landlord to a
willing tenant in the open market with vacant possession and without fine
or premium for a term equal to the residue of the term hereby granted or
for a term equal to ten years whichever is the greater assuming
(i) that the buildings comprised in the demised premises remain in
existence and that the covenants and conditions on the part of the
Tenant and the Landlord contained in these presents have been duly
observed and performed and
(ii) by a Lease containing the same terms and provisions in all respects as
these presents (including the provisions for review of rent but
excluding the amount of the Reserved Rent) there being disregarded
(a) any effect on rent of the fact that the Tenant or any undertenant
or their respective predecessors in title have been in occupation
of the demised premises and
- 50 -
(b) any goodwill attached to the demised premises by reason of the
carrying on thereat of the business of the Tenant or any
undertenant or their respective predecessors in title and
(c) any increase in rental value of the demised premises attributable
to the existence at the Review Date of any improvement to the
demised premises or any part thereof carried out with consent
where required otherwise than in pursuance of an obligation to
the Landlord or its predecessors in title by the Tenant any
undertenant or their respective predecessors in title during the
said term and
(d) any effect on rent of the Rent Restrictions or any law for the
time being in force which imposes restraint upon increase in the
rent payable in respect of the demised premises or recovery of
such increases
(6) "Rent Restrictions" restrictions imposed by any Statute for the time being
-------------------
in force and any regulations or orders made thereunder which operate to
impose any limitation whether in time or amount on the review of the
Reserved Rent and/or the collection of any increase in the Reserved Rent or
any part thereof
- 51 -
PART II
-------
(1) The Reserved Rent shall be reviewed as at and (if appropriate increased as
from each Review Date during the said term as hereinafter provided and the
amount of the Reserved Rent payable for each Review Period shall be the
Reserved Rent at the yearly rate which was payable in accordance wit.. the
provisions of these presents immediately preceding the Relevant Review Date
increased by the amount (if any) by which the Open Market Rent as at such
Review Date exceeds the Reserved Rent at the aforesaid yearly rate
(2) The Landlord cad the Tenant shall endeavour to agree the Open Market Rent
at each Relevant Review Date and any such agreement shall be in writing
signed by or on behalf of the Landlord and the Tenant
(3) If the Open Market Rent shall not have been agreed between the Landlord and
the Tenant one month before the Relevant Review Date for whatever reason
and the Landlord shall not have previously given to the Tenant notice in
writing that there will be no increase in the Reserved Rent for the
Relevant Review Period either the Landlord or the Tenant may at any time
(whether before or after the Review Date) subject to giving prior notice in
writing to the other of not less than seven days duration require the Open
Market Rent to be determined by a single arbitrator who shall be an
Independent Chartered Surveyor to be jointly appointed by agreement
between the Landlord and the Tenant Provided that such arbitrator must have
- 52 -
substantial experience of the area and of properties of a similar nature to
the demised premises and of the matters in dispute
(4) In default of agreement between the Landlord and the Tenant on the joint
appointment of an arbitrator such arbitrator whose appointment shall be
subject to the proviso to Paragraph (3) of this Part of this Schedule shall
be appointed by the President (or other the Chief Officer or acting Chief
Officer) for the time being of the Royal Institution of Chartered Surveyors
on the written application of the Landlord or the Tenant who shall be at
liberty to make such application at any time after giving the notice last
referred to in accordance with Paragraph (3) of this part of this Schedule
(5) The arbitration shall be conducted in accordance with the Arbitration Xxx
0000 and the determination shall be final and binding upon the parties and
shall be notified in writing to the Landlord and the Tenant
(6) If such arbitrator does not give notice of his determination within a
period of two months of his appointment or within such extended period as
the Landlord and the Tenant shall Jointly agree or in manner aforesaid or
if for any reason it becomes apparent that he will be unable to complete
his duties under these presents the Landlord and the Tenant may agree upon
or either of them may apply for the appointment of a new arbitrator in his
place (which procedure may be repeated as many times as may be necessary)
and the provisions of this Part of this Schedule will
- 53 -
operate in relation to that agreement or application as in relation to any
earlier agreement or application
(7) The arbitrator's fees or charges shall be borne by the Landlord and the
Tenant in such proportions as the arbitrator shall determine
(8) If the amount of the Open Market Rent has not been ascertained by the
Review Date in accordance with the provisions hereof the Tenant shall pay
to the Landlord for any interval between the Review Date and the date when
the Open Market Rent has been ascertained as aforesaid the Reserved Rent at
the yearly rate payable immediately preceding such the Review Date and upon
the amount of the Reserved Rent payable from the Review Date being
ascertained any additional amount payable for the period commencing on the
Review Date and ending on the quarter day immediately following such
ascertainment shall be forthwith paid by the Tenant to the Landlord
together with interest thereon at the xxxx rate from time to time of
Barclays Bank P.l.c. for the period from the Review Date to the date of
actual payment such interest to be recoverable as if it war part of the
Reserved Rent
(9) On each and every occasion during the said term that the Rent Restrictions
shall prevent or prohibit either wholly or partially:
(l) the operation of the above provisions for review of the Reserved Rent
and/or
- 54 -
(2) the collection of the Reserved Rent or any instalment or part thereof by
the Landlord or the retention thereof at any time after collection then and
in any such case:-
(3) any Review Date shall be postponed to take effect on the first date or
dates thereafter upon which such review may occur and if there shall be a
partial relaxation of the Rent Restrictions there shall be a further review
of the Reserved Rent on the first date thereafter as aforesaid
notwithstanding that the Reserved Rent may have been increased in part on
or since the Review Date and/or
(4) the collection of any increase in the Reserved Rent shall be postponed to
take effect on the first date thereafter that such increase may be
collected and/or retained in whole or part and on as many occasions as
shall be required to ensure the collection of the whole increase
AND until the Rent Restrictions shall be relaxed either partially or wholly the
---
Reserved Rent shall be the maximum sum from time to time permitted by the Rent
Restrictions
(10) On each occasion that the Reserved Rent is reviewed pursuant to the
provisions of this Part of this Schedule the Landlord and the Tenant shall
cause a memorandum of the mount thereof payable for the Relevant Review
Period to be prepared and a
- 55 -
counterpart thereof and for such memorandum to be signed respectively by or
on behalf of the Landlord and Tenant
(11) The Reserved Rent payable for any Review Period shall not be less than the
amount of the Reserved Rent payable for the period immediately preceding
the commencement of such Review Period
THE COMMON SEAL of MARWELL )
--------------- ------- )
PROPERTY INVESTMENTS LIMITED )
---------------------------- )
was hereunto affixed in the )
presence of:- )
Director
--------
Secretary
---------
- 56 -
DATED 23 JULY 1996
--------------------------------------
(1) BRITISH GAS PLC
(2) XXXXXXXXXX XXXXXX-XXXX LIMITED
LICENCE FOR CAR PARKING
-----------------------
AT BOTLEY STORES,
SOLENT INDUSTRIAL ESTATE,
HEDGE END, SOUTHAMPTON, HANTA
EVERSHEDS
XXXXXXXX XXXXX
XXXXXXXX XXXX
XXXXXXX
XX0 0XX
(REF. 4/SEL\X1867)
EVERSHEDS
LICENCE FOR CAR PARKING
-----------------------
PARTICULARS
-----------
DATE : 23 JULY 1996
----
Licensor : BRITISH GAS PLC whose registered office is at Rivermil House
---------------
000 Xxxxxxxxx Xxxx Xxxxxx XX0X 0XX
Licensee : XXXXXXXXXX XXXXXX-XXXX LIMITED whose
------------------------------
registered office is at Permalens House, 0 Xxxxxx Xxxx,
Xxxxx Xxx, Xxxxxxxxxxx, XX0X 0XX
Property : the Licensor's property known as Botley Stores, Solent
Industrial Estate, Hedge End, Southampton, Hampshire
Parking Area A : the car park forming part of the Property shown edged red
on the attached plan
Parking Area B : the car park forming part of the Property shown edged
green on the attached plan
Licence fee : (Pounds)3,000 (inclusive of rates taxes and all other
outgoings) plus all VAT properly chargeable thereon payable by installments of
(Pounds)500 monthly in advance, the first payment for the month of July to be
made on the date hereof
Licence Periods : the period of 1 month from 1 July 1996 to 31 July 1996
in respect of Parking Area A and the period of 5 months from 1 August 1996 to 31
December 1996 in respect of Parking Area B
Licensed Use : the parking of private motor vehicles and goods vans (but for
the avoidance of doubt not Heavy Goods Vehicles) belonging to the Licensee its
employees agents and/or visitors
Permitted Accesses : the means of access to and from Parking Area A and
Parking Area B specified from time to time by the Licensor
THIS LICENCE is made on the date specified in the Particulars
------------
- 2 -
BETWEEN:
--------
(1) THE LICENSOR
------------
(2) THE LICENSEE
------------
1 GRANT OF THE LICENCE
--------------------
In consideration of the Licence Fee (receipt of which is hereby
acknowledged) and the conditions at clause 2 the Licensor grants to the
Licensee right to park in Parking Area A and Parking Area B during the
respective Licence Periods for the Licenced Use and the right to draw to
the reasonable satisfaction of the Licensor white demarcation lines to
delineate individual spaces on Parking Area B only, and rights of way over
the Permitted Access for the access to and from Parking Area A and Parking
Area B respectively in common with all others similarly entitled.
2 LICENSEE'S OBLIGATIONS
----------------------
The Licensee hereby agrees with the Licensor:
2.1 Not at any time to carry on or about the Parking Area A or Parking
Area B any activity whatsoever other than the Licensed Use and not at
anytime to carry on or about the Permitted Accesses any activity other
than as necessary for the purpose of access to and from Parking Area A
and Parking Area B respectively.
2.2 Not to permit to be done on Parking Area A or Parking Area B or the
Permitted Accesses ("the Specified Areas") anything which may be or
become:
a) a nuisance or annoyance to the Specified Areas or the Property or
to the owner or occupier of the other property in the
neighbourhood
b) in breach of any legislation relating to the Specified Areas or
the Property or its use
c) in breach of the terms of the Licensor's lease or other title to
the Specified Areas or the Property as advised from time to time
by the Licensor in writing
d) in breach of the requirements or recommendations of the Licensor's
insurers or which may vitiate any insurance policy relating to the
Specified Areas or the Property.
- 3 -
2.3 To keep the Licensor indemnified against all claims made against the
Licensor (save in so far as any such claims are met by the Licensor's
insurer) which arise out of:
a) the breach of the Licensee of any of its obligations
b) the exercise by the Licensee or its invitees and any person using
the Specified Areas with the consent of the Licensee of the rights
hereby granted
AND ACCORDINGLY the Licensor shall not be liable to the Licensee or
---------------
any person as aforesaid for any personal injury damage loss or
negligence howsoever caused to them or to any goods or chattels
brought by any person upon the Specified Areas it being the intention
of and agreed between the Licensor and the Licensee that the Licensee
and other persons as aforesaid shall use the rights hereby granted at
the sole risk of the Licensee
2.4 Not to make any alterations or additions to the Specified Areas and at
the end of this Licence (however terminated) to leave the Specified
Areas in as good a condition as at the beginning of the Licence and
otherwise clean and tidy save that the Licensee is not responsible for
any damage caused by a risk against which the Licensor has insured or
for any wear or tear caused by the proper exercise of the rights
granted
2.5 Not to assign the benefit of this Licence nor to sub-licence or part
with the rights hereby granted over the Specified Areas or any part
thereof this Licence being personal to the Licensee
2.6 To insure the Licensee and all its employees and lawful visitors
against all claims arising from the exercise of the rights or for any
negligence or default in connection therewith
2.7 The Licensee shall not carry out any repair or maintenance work to any
motor vehicle in the Specified Areas (save for emergency repairs)
2.8 In the course of the exercise of the rights granted by this
Licence the Licensee shall ensure that:
2.8.1 no unnecessary noise fumes or vibration are caused on
the Specified Areas or on the Property and
2.8.2 no litter is deposited on the Specified Areas or on
the Property and
- 4 -
2.8.3 no part of the Specified Areas or the Property is damaged
or rendered unclean or untidy save that the Licensee is
not responsible for any damage caused by a risk against
which the Licensor has insured or for any wear or tear
caused by the proper exercise of the rights granted
2.9 The Licence shall not allow petrol oil or other inflammable
material to be stored in the Parking Area A or Parking Area B
(other than petrol in the tank of any motor vehicle parked
therein)
2.10 The Licensee shall comply with all requirements rules and
regulations which may from time to time be made by the Licensor
or its agents relating to the control and use of the Specified
Areas and the parking of motor vehicles in Parking Area A or
Parking Area B and shall conform to all applicable rules and
regulations made by any local or other competent authority
3 AGREEMENTS AND DECLARATIONS
---------------------------
3.1 This Licence may be terminated by the Licensor or the Licensee on not
less than one month's previous notice in writing
3.2 The Licensor may by two weeks written notice to the Licensee
terminate this Licence if the Licensor requires to carry out a
contamination survey/works to the Property
3.3 The Licensor may by written notice to the Licensee terminate this
Licence forthwith if at any time the Licensee is in breach of any of
its obligations in this Licence
3.4 The termination or expiry of the Licence shall be without prejudice
to any claim by one against the other in respect of any breach of its
respective obligations in this Licence
3.5 This Agreement constitutes a Licence and confers no tenancy or right
to exclusive possession upon the Licensee and possession of the
Parking Area A and Parking Area B is retained by the Licensor who
retains the right to enter them for any reason without notice
4 LICENSOR'S OBLIGATIONS
----------------------
The Licensor agrees to pay the Rates due in respect of the Specified Areas
- 5 -
5 LEGAL FEES
----------
5.1 The Licensee and the Licensor will be responsible for their own legal
costs in connection with this Licence
6 NOTICES
-------
6.1 Any notice required to be given hereunder shall be sufficiently given
by one party to the other if sent by first class post to the address
of the other stated at the head of this Licence and the date of
service shall be the next working day after postage
IN WITNESS the hands of the duly authorised representatives of the parties
----------
hereto the day and year first before written
SIGNED on behalf of the Licensor:
------
SIGNED on behalf of the Licensee: X. Xxxxxxx
------
- 6 -
DATED 1994
--------------------------------------------------------------------------------
MIDLAND BANK TRUST COMPANY LIMITED (1)
XXXXXXXXXX XXXXXX-XXXX LIMITED (2)
--------------------------------------
C O U N T E R P A R T L E A S E
- relating to -
100 Car Parking Spaces
at Flanders Industrial Park, Hedge End
Eastleigh, Hants
--------------------------------------
XXXXXXXX XXXXXX XXXXXXXXXXX
CHICHESTER HOUSE
278/282 HIGH HOLBORN
LONDON WCIV 7HA
REF: DGH/ABB.6-159
THIS LEASE is made the day of One thousand nine
----------
hundred and ninety-four BETWEEN MIDLAND BANK TRUST COMPANY LIMITED whose
------------------------------------------
registered office is at 00/00 Xxxxxxx Xxxxxx XX0X 0XX (hereinafter called "the
Lessor" which expression shall where the context so admits include the estate
owner or estate owners for the time being of the reversion of the parking spaces
the subject of this Lease expectant on the cessation of the term hereby granted)
of the one part and XXXXXXXXXX XXXXXX-XXXX LIMITED whose registered office is at
------------------------------
Permalens House 0 Xxxxxx Xxxx Xxxxx Xxx Xxxxxxxxxxx X00 0XX (hereinafter called
"the Lessee") of the other part
1. SUBJECT to the provisions of Clause 4 (2) hereof the Lessor grants to the
-------
Lessee a right to use 100 car parking spaces (hereinafter called "the
Spaces") in the car park at Flanders Industrial Park Hedge End Eastleigh
Hampshire (hereinafter called "the Car Park") the Spaces being shown for the
purpose of identification only shown on the plan attached hereto and thereon
edged red and edged green TOGETHER WITH rights of pedestrian and vehicular
-------------
access to and egress from the Car Park over the service roads and access
ways serving the same for the purposes of gaining access to and egress from
the Spaces EXCEPTING AND RESERVING unto the Lessor the rights more
-----------------------
particularly described in the Schedule hereto for a term of two years
commencing on the 9th day of May One thousand nine hundred and ninety-four
and ending on the 8th day of May One thousand nine hundred and ninety-six
subject to determination by either side giving to the other one calendar
month's notice in writing paying therefor during the said term by monthly
instalments in advance on the ninth day of each calendar month the monthly
rent of (Pounds)2,083.33 together with Value Added Tax thereon
2. THE Lessee HEREBY AGREES with the Lessor as follows:-
--- -------------
(1) to pay the said rent whether formally demanded or not
(2) to pay all rates and outgoings of an annual or recurring nature payable
in respect of the Spaces
(3) to use the Spaces for the parking of private motor vehicles and light
vans only (save that those spaces that are shown edged green on the
Plan can also be used for other commercial vehicles) in accordance with
the agreements conditions and reservations hereinafter mentioned and to
exercise the rights hereby granted at all times in a safe and orderly
manner and at no time to drive or permit any vehicles in the control of
the Lessee to be driven otherwise than at a safe speed and at all times
to have due regard for the safety of others
(4) to keep the Spaces clean and tidy and not to do or permit anything to
be done upon the Spaces or any part thereof which may be or become a
nuisance annoyance or inconvenience to the Lessor or any of its tenants
or the occupiers of the Car Park or other property in the neighbourhood
and in particular to avoid all unnecessary noise in connection with the
user of the same
(5) forthwith to make good to the satisfaction of the Lessor all damage
caused to the Spaces or to the Car Park by the Lessee or the Lessee's
employees servants visitors
-2-
licensees or permitted sub-tenants but this provision does not impose
any liability whatsoever on the Lessee to maintain the Spaces or repair
any damage which may be caused only as a result of the exercise of the
rights hereby granted in accordance with the provisions herein
(6) not to do or permit to be done anything whereby the policy or policies
or insurance on the Spaces or the Car Park or any adjoining building
may become void or voidable or whereby the rate of premium thereon may
be increased
(7) not to make any alterations or additions to the Spaces
(8) not to allow any person other than employees servants visitors
licensees or permitted sub-tenants of the Lessee to use the Spaces
without the previous consent in writing of the Lessor nor to assign the
benefit of the whole or part of this Lease
(9) not to permit the storage of materials or merchandise within the Spaces
or in any part of the Car Park nor to place or deposit or permit to be
placed or deposited in the Car Park any rubbish or refuse or chattels
of any description and at all times to ensure that no obstruction or
inconvenience is caused to others (other than transitory obstruction or
inconvenience)
-3-
(10) not to permit any washing of vehicles to be carried out on the Spaces
nor to carry out any works of maintenance or repair to any vehicle
thereon except such as may be necessary to enable the vehicle to be
moved from the Spaces
(11) to use best endeavours to ensure at all times that the user of the
Spaces complies with any security system which the Lessor may implement
from time to time including any scheme relating to the exhibition of
car parking identification stickers or notices and at all times to
ensure that the user of the Spaces has any necessary pass card as may
be required for access to and egress from the Car Park
(12) not to obstruct or knowingly permit the obstruction of the service
roads and access ways serving the Car Park
(13) (i) not to affix or exhibit or to permit to be affixed or exhibited to
or upon any part of the Spaces any placard poster signboard flag
or other advertisement
(ii) not to affix or exhibit or permit to be affixed or exhibited to or
upon any part of the Spaces any sign or paint markings
(14) not knowingly to allow to pass into the sewers drains or watercourses
serving the Spaces or the Car Park any noxious or deleterious effluent
or other substance whatsoever which may cause an obstruction in or
injure the said sewers drains or watercourses and in the event of any
obstruction or injury forthwith to make good
-4-
all such damage and any damage caused to the Spaces or the Car Park to
the satisfaction of the Lessor
(15) to indemnify the Lessor against all claims loss damage accident costs
expenses or liability whatsoever in respect of any injury to any person
or property occasioned howsoever out of this Licence or the use of the
Spaces hereunder in the exercise or purported exercise of the rights
granted herein
(16) not to bring or permit to be brought into the Spaces or into the Car
Park any flammable or combustible materials other than petrol or oil
contained in the tank and engine of any vehicle for the time being
using the Spaces
(17) to comply with the requirements of all Statutes (including in
particular the requirements of any Petroleum Acts or related
legislation in force) order byelaws planning permissions advertisements
consent, and all other permissions consents and licences applicable to
the Spaces or the Car Park
(18) to comply with all rules and regulations which the Lessor or the Local
or any other competent Authority may from time to time make in
connection with the user of the Car Park in respect of the Spaces
and/or the Car Park subject to such variation in respect of the Spaces
as may from time to time be agreed between the parties hereto in
writing and which are compatible with the provisions of this Licence
and are
-5-
reasonably intended for the good management of the Car Park and the
Spaces and for the comfort and convenience of the permitted users and
occupiers of the Car Park
THE Lessor agrees with the Lessee that the Lessor will (subject to contribution
---
by the Lessee as herein for provided) discharge all rates taxes and outgoings
payable in respect of that part of the Car Park not included in the Spaces
PROVIDED ALWAYS AND IT IS HEREBY AGREED as follows:-
---------------------------------------
If any of the rents hereby reserved or any part thereof shall at any time remain
unpaid for fourteen days after the same shall become due and whether the same
shall have been legally demanded or not or if there shall be a breach of any of
the Lessee's covenants or agreements herein contained then the Lessor may re-
enter upon the Spaces and thereupon this Lease shall absolutely determine but
without prejudice to the rights of the Lessor in respect of any antecedent
breach of any agreement by the Lessee herein contained
The Lessor shall be at liberty from time to time to allot to the Lessee an
alternative or alternative car parking spaces in substitution for the Spaces
such alternative spaces to be of approximately the same dimensions as those to
be withdrawn from this Licence upon giving to the Lessee not less than seven
days notice in writing and immediately upon the expiration of such notice the
Lessor will give up or cause to be given up possession of the Spaces so to
be withdrawn and accept in lieu thereof the alternative spaces specified in such
notice and
-6-
thereupon the provisions and agreements herein contained shall apply to such
alternative spaces in like manner as to the original Spaces the subject of this
Licence
If at any time during this Licence it shall be necessary for the Lessor to carry
out any repairs or other works to the Car Park (including the Spaces) or any
services therein the Lessor must use all reasonable endeavours to provide
alternative car parking spaces in substitution for the Spaces affected but
otherwise the rights and liberties in respect of those of the Spaces affected
thereby granted may be temporarily suspended for the period of such repairs or
other works and the rent payable hereunder or a proportion of part thereof shall
cease to be payable until the Spaces or suitable alternative spaces shall again
be made available for use provided that no abatement of the rent shall be made
for any period of suspension not exceeding seven working days
The Lessor shall have the right to remove or wheel clamp any vehicle which is is
not parked in accordance with the terms herein and is in so doing the Lessor
shall not be responsible for any loss or damage to any vehicle which has been so
removed or wheel clamped
No liability shall attach to the Lessor or its servants or agent, if for any
reason the Spaces is occupied in a manner not authorised by this Licence
The Lessor shall not be responsible for any loss or damage which at
any time during the said period may be done to or suffered by the Lessee or any
of the Lessee's employees or servants or visitors of the Lessee or its permitted
subtenants or be done to any vehicle or other goods
-7-
or property of the Lessee or of sub-tenants as aforesaid by reason of any
neglect or default of any other tenant or occupier of the Car Park or of any
servant or agent of the Lessor in breach neglect or non fulfilment of its duty
Any notice under this Licence shall be in writing and any notice to the Lessee
shall be valid and effectual and shall be deemed to be sufficiently served if
addressed to the Lessee at its registered office or sent to it by prepaid post
and any notice to the Lessor shall be deemed to be sufficiently served if
addressed to Property Investment Department Abbey Life Assurance Company Limited
at Abbey Life Centre 000 Xxxxxxxxxxx Xxxx Xxxxxxxxxxx XX0 0XX or to such other
address as the Lessor may specify by notice in writing to the Lessee
EXCLUSION OF LANDLORD AND TENANT ACT
------------------------------------
It is hereby agreed and declared that the provisions of Sections 24 to 28
(inclusive) of the Landlord and Xxxxxx Xxx 0000 as amended by Section 5 of the
Law of Property Xxx 0000 shall not apply hereto and this Lease has beer. duly
authorised by Order of the Lambeth County Court dated the day of
1994
AGREEMENT FOR LEASE
-------------------
We certify that there is no Agreement for Lease to which this lease gives effect
IN WITNESS whereof the Lessor and the Lessee have caused this document to be
----------
executed as a deed the day and year first above written
-8-
THE SCHEDULE hereinbefore referred to
-------------------------------------
Rights and Reservations in favour of the Lessor
-----------------------------------------------
To the free and uninterrupted passage of sewers drains channels pipes conduits
and cables and the use thereof for the running of soil water gas or electricity
from or to other property of the Lessor
To install additional sewers drains channels pipes conduits and cables in the
use thereof as may be necessary from time to time to serve the adjoining
property of the Lessor but so that this right shall not be exercised without the
Lessor first making suitable alternative arrangements as may be necessary for
the Lessee's parking rights
The use of and the right to repair and alter the adjoining property of the
Lessor notwithstanding that temporary interference may be caused to the Lessee
subject however to the Lessor making such satisfactory temporary alternative
arrangements as may be necessary for the Lessee's parking rights but so that
this right shall not be exercised without the Lessor first making suitable
alternative arrangements as may be necessary for the Lessee's parking rights
Subject to the provisions of clauses 4.2 and 4.3 and paragraphs 2 and 3 of this
Schedule to allocate alternative car parking spaces on a temporary basis or
temporarily suspend all rights liberties and services relating to the Spaces at
any time as may be necessary to enable repairs or other works to be carried out
to the Car Park and subject when it is not possible to make satisfactory
alternative arrangements to a proportionate suspension of the rent
-9-
For an authorised appointee of the Lessor or the Local or other competent
Authority to patrol the Car Park for the purpose of removal therefrom of any
unauthorised vehicle
EXECUTED AS A DEED (but not delivered )
------------------
until the date hereof) and THE COMMON )
----------
SEAL of XXXXXXXXXX XXXXXX-XXXX )
----------------------
LIMITED was affixed in )
_______ presence of:- )
Director
Secretary X. X. Xxxxxx
-10-
THIS ASSIGNMENT is made the 2nd day of October One Thousand nine hundred and
---------------
ninety-six BETWEEN XXXXXXXXXX XXXXXX-XXXX OPTICS LIMITED whose registered office
------- -------------------------------------
is at Xxxxxxxxx Xxxxx, Xxxxxx Xxxx, Xxxxx Xxx, Xxxxxxxxxxx X00 0XX (hereinafter
called "the Assignor") of the one part and XXXXXXXXXX XXXXXX-XXXX LIMITED whose
------------------------------
registered office is at Permalens House aforesaid (hereinafter called "the
Assignee") of the other part
WHEREAS:-
-------
1) By a Lease (hereinafter called "the Lease") particulars of which are set out
in the First Schedule hereto the property more particularly described in the
Second Schedule hereto (hereinafter called "the Property") was demised for
the term of years and at the yearly rent specified in the Lease and subject
to the performance and observance of the covenants on the part of the lessee
and the conditions contained in the Lease
2) The property remains vested in the Assignor for the residue of the term
granted by the Lease subject to the covenants but otherwise free from
encumbrances
3) The Assignor has agreed with the Assignee for the assignment to it of the
Property for the residue now unexpired of the term granted by the lease
4) The consent of the Lessor has been obtained as required by the Lease
NOW THIS DEED WITNESSES as follows:-
1. In pursuance of the above agreement and In consideration of the covenants
contained on the part of the Assignee the Assignor as beneficial owner
assigns to the Assignee ALL THAT the Property TO HOLD to the
-------- -------
Assignee for all the residue now unexpired of the term of years granted
by the Lease SUBJECT henceforth to the payment of the rent reserved by
-------
and the performance and observance of the covenants and agreements on the
part of the lessee and the conditions contained in the Lease
2. With the object of and intention of affording to the Assignor a full and
sufficient indemnity but not further or otherwise the Assignee covenants
with the Assignor that they and their successors in title will:-
(1) during the term granted by the Lease duly pay all rent becoming due
under the Lease and perform and observe all the covenants and conditions
contained in the Lease and henceforth on the part of the lessee to be
performed and observed and
(2) keep the Assignor indemnified against all proceedings costs claims and
expenses on account of any omission to pay the said rent or breach of
any of the said covenants and conditions
3. It shall not be implied that any of the covenants on the part of the lessee
contained in the Lease have been performed or observed which is performed or
observed would put the Property into a state or condition other than that
which it is now
2
I N W I T N E S S whereof the Assignor and the Assignee have caused their
-------------------
respective Common Seals to be hereunto affixed to this Deed the day and year
first before written
THE FIRST SCHEDULE above referred to
------------------
(Particulars of the Lease)
Date Parties Term
----- ------- -----
8th April 1980 Redland Automation Limited (1) 25 years from the 25th
Global Vision UK Limited (2) March, 1980
Xxxxxx Health Products Limited (3)
THE SECOND SCHEDULE above referred to
-------------------
(The Property)
ALL THAT premises at Brickfield Land Chandlers Ford Eastleigh Hampshire as
--------
described in Part I of the First Schedule to the Lease
THE COMMON SEAL of XXXXXXXXXX XXXXXX-XXXX
----------------------
OPTICS LIMITED was hereunto affixed in the presence of:-
--------------
............................................................ Director
............................................................ Secretary
THE COMMON SEAL of XXXXXXXXXX XXXXXX-XXXX
----------------------
LIMITED ws hereunto affixed in the presence of:-
-------
S. B. L. Fraser............................................. Director
X. Xxxxxxx.................................................. Secretary
3
Dated 1996
-----------------------------------------------------
XXXXXXXXXX XXXXXX-XXXX OPTICS
-----------------------------
LIMITED
-------
and
XXXXXXXXXX XXXXXX-XXXX LIMITED
------------------------------
Assignment of
Premises at
Brickfield Lane, Chandlers Ford,
Eastleigh, Hampshire,
Pilkington Properties Limited
Legal Section,
Xxx Xxxxx,
Xxxxxxxxx Xxxx,
Xxxxxxx Xxxx,
XX. XXXXXX,
XX00 0XX
4
THIS ASSIGNMENT is made the 4th day of July One thousand nine hundred and ninety
---------------
six BETWEEN XXXXXXXXXX XXXXXX-XXXX (U.K.) whose registered office is at
------- -----------------------------
Permalens House, Xxxxxx Xxxx Xxxxx Xxx, Xxxxxxxxxxx, X00 0XX (hereinafter called
"the Assignor") of the one part and XXXXXXXXXX XXXXXX-XXXX LIMITED whose
------------------------------
registered office is at Permalens House aforesaid (hereinafter called "the
Assignee") of the other part
WHEREAS:-
-------
1. By a lease (hereinafter called "the Lease") particulars of which an set out
in the First Schedule hereto the property more particularly described in the
Second Schedule hereto (hereinafter called "the Property") was demised for
the term of years and at the yearly rent specified in the Lease and subject
to the performance and observance of the covenants on the part of the lessee
and the conditions contained in the Lease
2. The Property remains vested in the Assignor for the residue of the term
granted by the Lease subject to the covenants but otherwise free from
incumbrances
3. The Assignor has agreed with the Assignee for the assignment to it of the
Property for the residue now unexpired of the term granted by the Lease
4. The consent of the Lessor has been obtained as required by the Lease
NOW THIS DEED WITNESSES as follows:-
-----------------------
1. In pursuance of the above agreement and in consideration of the covenants
hereinafter contained on the part of the Assignee the Assignor assigns with
limited title to the Assignee ALL THAT the Property TO HOLD the Property to
-------- -------
the Assignee for all the residue now unexpired of the term of years granted
by the Lease SUBJECT henceforth to the payment of the rent reserved by and
-------
the performance and observance of the covenants and agreements on the part
of the tenant and the conditions contained in the Lease
2. With the object of and intention of affording to the Assignor a full and
sufficient indemnity but not further or otherwise the Assignee covenants
with the Assignor that they and their successors in title will:-
(1) during the term granted by the Lease duly pay all rent becoming due
under the Lease and perform and observe all the covenants and
conditions therein contained and henceforth on the part of the Lessee
to be performed and observed and
(2) keep the Assignor indemnified against all proceedings costs claims and
expenses on account of any omission to pay the said rent or breach of
any of the said covenants and conditions
-2-
3. It shall not be implied that any of the covenants on the part of the lessee
contained in the Lease have been performed or observed which if performed or
observed would put the Property into a state or condition other than that
which it is now
IN WITNESS whereof the Assignor and the Assignee have caused their respective
----------
Common Seals to be hereunto affixed to this Deed the day and year first before
written
THE FIRST SCHEDULE above referred to
------------------
(Particulars of the Lease)
Date Parties Term Initial
---- ------- ---- -------
Rent
----
1.11.1973 Ronverworth Limited (1) 25 years from the
X.X. Xxxxxx X.X. Xxxxxx 29th September, 1973
and P.T. Xxxxxx (2)
-3-
THE SECOND SCHEDULE above referred to
-------------------
(The Property)
The Premises more particularly described in the Lease but in short known as Unit
in Speedwell Close, Chandlers Ford Industrial Estate, Eastleigh, Hampshire
THE COMMON SEAL of XXXXXXXXXX )
XXXXXX-XXXX (U.K.) LIMITED was )
hereunto affixed in the presence of:- )
Director
-----------------------------------------------
Secretary
-----------------------------------------------
THE COMMON SEAL of XXXXXXXXXX )
XXXXXX-XXXX LIMITED was )
hereunto affixed in the presence of:- )
S.B.L.Fraser Director
------------------------------------------------
X. Xxxxxxx Secretary
-----------------------------------------------
-4-
M E M O R A N D U M
THE LANDLORD Midland Bank Trust Company Limited
As Trustee for Abbey Life
Assurance Company Limited
THE TENANT XXXXXXXXXX XXXXXX-XXXX (UK) LTD
WHEREAS The Landlord at the date hereof is entitled to the reversion
expectant on the termination of the term of the Lease, short particulars of
which are set out in the Schedule hereto and the term thereby created is
vested in the Tenant, IT IS HEREBY RECORDED that the rent reserved
thereunder has been revised pursuant to the rent review provisions therein
contained and with effect from 1 November 1993 the revised provisions
therein contained and with effect from 1 November 1993 the revised rent is
(Pounds) 265,000 (Two Hundred Sixty Five Thousand Pounds and 00 Xxxxx) per
annum.
THE SCHEDULE
DATE: 1 November 1983
DOCUMENT: UNDER LEASE
PARTIES: DEVON COUNTY COUNCIL
AND
COOPERVISION (UK) LTD
AND
PROPERTY: 1 TO 9 ODD NOS INCLUSIVE
BOTLEY ROAD AND LAND ADJOINING HEDGE END
SOUTHAMPTON
TERM: 25 years 0 months 0 days from 1 November 1983
================================================================================
SIGNED DATED 25th November 1994
-------------------- -------------------------
Duly authorised
for and on behalf of
MIDLAND BANK TRUST CO LTD
================================================================================
SIGNED X. X. Xxxxxx DATED 5th December 1994
------------------------ -------------------------
Duly authorised Director*
for and on behalf of
THE TENANT
Name in Block Capitals X. X. Xxxxxx
----------------------------------------
----------
================================================================================
*delete as applicable
THIS UNDERLEASE is made the first day of November One thousand nine hundred and
---- ----------
eighty-three B E T W E E N (1) DEVON COUNTY COUNCIL of County Hall Topsham Road
------------- ----- ------ -------
Exeter Devon (hereinafter called "the Landlord") and (2) COOPERVISION (UK)
------------ ----
LIMITED whose registered office is situate at Xxxx 00 Xxxxxx Xxxxxxxxxx Xxxxxx
-------
Xxxxx Xxx Xxxxxxxxxxx XX0 0XX (hereinafter called "the Tenant").
WITNESSETH as follows:
----------
Interpretation
--------------
1. In this Underlease and in the Schedules hereto:
1(1) Words importing one gender shall include all other genders and words
importing the singular shall include the plural and vice versa
1(2) The headings to the clauses hereof and Schedules hereto shall be
deemed not to form any part hereof and shall not affect the
interpretation hereof in any way
1(3) Where the Tenant consists of two or more persons covenants and
agreements by and with the Tenant shall be construed as covenants and
agreements by and with such persons jointly and severally
1(4) Where the context so requires or admits the following words and
expressions shall have the following meanings:
(a) "the Landlord" shall include the estate owner or owners for the
time being of the reversion immediately expectant on the term
hereby granted and shall where the context admits also include
all superior landlords
(b) "the Tenant" shall include the Tenant's successors in title
(c) "the demised premises" shall mean the property described in the
First Schedule hereto including but not exclusively:
(c)(i) all walls exterior and interior whether load bearing or not
as well as all floors foundations joists beams and other load
bearing parts thereof and all roofs over the property and all
buildings and structures from time to time thereon
(c)(ii) all glass paving boundary walls gates and fences and railings
vaults pavement lights and appurtenances in or on the
property
(c)(iii) all pipes wires cables or other service media (hereinafter
referred to as "Conduits") which serve the property and which
definition shall include the radiators and central heating
pipes and fire alarm system situate within the property
(c)(iv) any alteration reconstruction rebuilding addition or
improvement to the property
(c)(v) all Landlords fixtures and fittings in the property and plant
machinery and equipment whether now or hereafter affixed
thereto
(d) "the said term" shall mean the term hereby granted and any statutory
continuation or extension thereof
Demise and Rents
----------------
2. In consideration of the rents covenants and conditions hereinafter reserved
and contained and on the part of the Tenant to be paid performed and observed
the Landlord HEREBY DEMISES unto the Tenant ALL THAT the demised premises EXCEPT
------ ------- --- ---- ------
AND RESERVING unto the Landlord and its lessees tenants agents servants
licensees and other persons claiming
-2-
through or under the Landlord and all other persons who now
have or may hereafter be entitled to or are granted by the Landlord a similar
right or rights the easements rights and privileges specified in the Second
Schedule hereto TO HOLD the same unto the Tenant Subject so far as the same
-- ----
relate to the demised premises and are still subsisting and capable of being
enforced to the matters contained or referred to in the documents specified in
the Third Schedule hereto (hereinafter together called "the encumbrances") from
the _____ day of __________ One thousand nine hundred and eighty ______ for a
term of TWENTY FIVE YEARS PAYING therefor throughout the said term and so in
------ ---- ----- ------
proportion for any less time than a year FIRST the yearly rent of One hundred
-----
and seventy five thousand pounds ((Pounds)175,000) (subject to revision as
hereinafter provided) by four equal quarterly payments in advance on the usual
quarter days in every year without any deduction whatsoever AND SECONDLY by way
--- --------
of further rent a fair proportion to be determined by the Landlord of the cost
incurred by the Landlord from time to time in complying with the covenants in
clause 5(1) hereof (including valuations from time to time as may be reasonable)
for the insurance of the demised premises (the premiums for such insurance to be
at normal market rates unless circumstances otherwise require) such rent to be
paid on demand the first payment of rents under this Underlease in respect of
the period from the ___ day of ________ One thousand nine hundred and eighty
_____ to the next ensuing quarter day to be made on the execution hereof
PROVIDED ALWAYS that in the event of the said rents or any part thereof being in
-------- ------
arrear for more than fourteen days whether lawfully demanded or not the Tenant
shall pay interest calculated on a daily basis with quarterly rests at the rate
of Three per centum per annum above the base lending rate of Barclays Bank
Limited for the time being in force on the amount in arrear from the day on
which it became payable until the day payment is made and to be payable to the
Landlord on demand but without prejudice to any other rights the Landlord may
enjoy and the aggregate amount for the time being so payable shall at the option
of the Landlord be recoverable by action or as rent in arrear
Tenants covenants
-----------------
3. THE Tenant HEREBY COVENANTS with the Landlord as follows:
------ ---------
To pay rent
-----------
-3-
3(1) To pay the rents hereby reserved and any interest on arrears of rent
as hereinbefore provided on the days and in manner aforesaid without
any deduction whatsoever
Taxes
-----
3(2) Subject as indicated hereunder to bear pay and discharge all existing
and future rates taxes levies assessments duties outgoings charges
and impositions whatsoever (whether imposed by statute or otherwise
and whether of a national or local character) now or at any time or
times during the said term assessed imposed or charged upon or
payable in respect of the demised premises or any part or parts
thereof or in respect of any development or any realisation of
development value in respect thereof or of any part or parts thereof
arising from any act commission or omission whatsoever of the Tenant
or any party under the control or on behalf of the Tenant and whether
payable by the Landlord or Tenant or by the owner or occupier thereof
save only such occasioned by any disposition of the ownership of the
reversion to this Underlease PROVIDED that the Tenant shall not be
--------
liable to make any such payments as aforesaid insofar as they are
incurred by the Landlord or the occupier of the demised premises
prior to the date hereof
V.A.T.
------
3(3) To pay to any superior landlord and the Landlord or (as the case may
be) to its solicitors surveyors or other agents to whom any payment
is due under the covenants agreements and provisions herein contained
or implied which is a payment whereas Value Added Tax or other
similar fiscal charge is chargeable the amount of Value Added Tax or
other similar fiscal charge chargeable in respect of the payment at
the rate applicable to that payment PROVIDED THAT the obligation to
-------- ----
pay the value added tax or similar duty imposed by this sub-clause
shall not arise where the party to be paid is a registered trader for
the
-4-
purposes of the said tax and is in a position to claim a refund of
the tax from H.M. Customs and Excise
Gas electricity and water charges
---------------------------------
3(4) To pay for all gas and electricity and water consumed on or by the
demised premises and all telephone charges and to observe and perform
at the Tenants expense all present and future regulations and
requirements of the gas and electricity and water supply authorities
and the Post Office concerning the demised premises and to keep the
Landlord indemnified in respect thereof
Repair
------
3(5) From time to time and at all times during the said term to keep and
maintain (and where appropriate renew rebuild and replace) the whole
of the demised premises (including the carpet if any laid to the
floor thereof) in good and substantial order repair and condition
(but excepting damage by the insured risks provided that such damage
is not excluded by the Landlords policy or policies of insurance and
such policy or policies shall not have become vitiated or payment of
the policy monies refused in whole or in part in consequence of some
act neglect or default of the Tenant) AND to repair or replace
---
forthwith by new articles of similar quality and function any fixture
or fitting or plant or equipment (other than Tenants or trade
fixtures or fittings) upon or in the demised premises which shall
become in need of repair or replacement
Decoration
----------
3(6) Without prejudice to the generality of the next preceding sub-clause
to the reasonable satisfaction of the Surveyor for the time being of
the Landlord in every fifth year of the said term (to run from the
commencement of the said term) and also in the last year thereof
(howsoever determined) to paint in a proper and workmanlike manner
all the inside wood iron and other parts heretofore or usually
painted of the demised premises with a sufficient number (not being
less
-5-
than two) of coats of best quality paint and so that such internal
painting in the last year of the said term shall be of a tint or
colour approved in writing by the Landlord and also with every such
internal painting to clean wash whitewash colourwash grain varnish or
wax polish paper stop whiten distemper and otherwise decorate and
treat in a proper and workmanlike manner all such internal parts of
the demised premises that have been so treated and as often as may be
necessary to clean and treat in a suitable manner for its maintenance
in good condition all the inside wood and metal work and polished
stone not required to be painted or polished or distempered and to
clean all tiles glazed bricks and similar washable surfaces and so
that in the last year of the said term the tints and colours of all
such works of internal decoration shall be approved by the Landlord
in writing AND in every third year of the said term to run from the
---
commencement of the said term and in the last year thereof (howsoever
determined) but not so as to occur in two consecutive years but
rather in the later thereof to paint all parts of the outside wood
and ironwork of the demised premises and all additions thereto as are
usually or heretofore painted with a sufficient number (not being
less than two) of coats of best quality paint in accordance with the
existing colour scheme or some other colour scheme previously
approved in writing by the Surveyor for the time being of the
Landlord such approval not to be unreasonably withheld and also with
every such external painting to clean wash whitewash colourwash grain
varnish or wax polish all such external parts of the demised premises
that have been so treated and where necessary make good and clean and
treat in a suitable manner and repaint all outside cladding stucco or
cement or brickwork and surfaces AND in every tenth year of the said
---
term and in the last year thereof (howsoever determined) to replace
the carpet laid to the floor of the demised premises or any part
thereof with carpet of similar quality AND also to keep the windows
---
of the demised premises properly cleaned inside and outside AND to
---
keep any part of the demised premises not covered by buildings in a
neat and tidy condition and free from weeds and where appropriate
properly landscaped and tended
-6-
Yield Up
--------
3(7) At the expiration or sooner determination of the said term quietly to
yield up to the Landlord the demised premises duly painted repaired
rebuilt renewed cleaned maintained amended and kept in all respects
consistent with a full and due performance of the covenants in that
behalf herein contained Provided however that the Tenant may prior to
the date of such expiration or determination remove all tenants or
trade fixtures making good nevertheless at the expense of the Tenant
and to the reasonable satisfaction of the Landlord any damage to the
demised premises caused by such removal and shall remove all the
Tenants furniture fittings papers and refuse and so that the Landlord
may treat as abandoned by the Tenant and may arrange for the removal
and destruction of any such fixtures and other items not removed by
the Tenant prior to the said expiration or determination and the cost
of such removal and destruction shall be paid by the Tenant to the
Landlord on demand AND PROVIDED FURTHER that if the Tenant shall fail
--- -------- -------
to leave the demised premises in such condition as aforesaid then and
in such case the Landlord may do or effect all such repairs
replacements renovations and decorations for which the Tenant shall
be liable hereunder and the cost thereof shall be paid by the Tenant
to the Landlord on demand and the certificate of the Landlords
Surveyor certifying the cost to the Landlord shall be final and
binding on the Tenant in the absence of any manifest error and the
Tenant will also pay to the Landlord mesne profits at the rate of the
rent payable hereunder immediately prior to the said expiration or
determination during the period reasonably required for carrying out
such work and the amount of such mesne profits to be added to the
cost of carrying out such work as aforesaid
Fire Fighting Equipment
-----------------------
3(8) To keep the demised premises sufficiently supplied and equipped with
fire fighting and extinguishing apparatus and appliances which shall
be open to the inspection and maintained to the reasonable
satisfaction of the Landlord and of
-7-
the local fire authority and also not to obstruct the access to or
means of working of such apparatus and appliances
Entry for Repairs
-----------------
3(9) To permit the Landlord and any person authorised by it upon prior
reasonable notice in writing (except in emergency) to enter upon the
demised premises at all convenient hours during the daytime to view
the state and condition and user of the same and the fixtures and
fittings therein and to take a plan thereof and of all defects decays
and wants of reparation there found for which the Tenant shall be
responsible hereunder to give notice in writing to the Tenant and
within two months next after every such notice as aforesaid (or
immediately in case of need) to repair well and substantially and
make good all such defects decays and wants of reparation to the
demised premises and the fixtures and fittings therein for which the
Tenant is liable hereunder PROVIDED ALWAYS that if the Tenant shall
-------- ------
make default in the execution of the repairs and works referred to in
such notice it shall be lawful for the Landlord and any persons
authorised by the Landlord (but without prejudice to the right of re-
entry hereinafter contained) to enter upon the demised premises and
execute such repairs and works and restore the same and the cost
thereof (including any surveyors or other fees incurred and whether
or not such repairs and works are executed by the Landlord) shall be
repaid by the Tenant to the Landlord on demand as liquidated damages
together with interest on the expenses incurred by the Landlord under
the above proviso in accordance with the terms of the proviso to
clause 2 of this Underlease relating to late payments of rents
Taking inventories
------------------
3(10) To permit the Landlord and any person authorised by the Landlord to
enter upon the demised premises upon prior reasonable notice in
writing at all reasonable hours during the daytime to take schedules
or inventories of fixtures and fittings and things to be yielded up
at the determination of the said term
-8-
Acts of Parliament
------------------
3(11) To observe and comply with the provisions and requirements of every
enactment (which expression in this Underlease includes as well every
Act of Parliament already or hereafter to be passed (whether or not
being a modification or re-enactment) as every instrument rule notice
order regulation and bye-law already or hereafter to be made under or
in pursuance of any such Act and without prejudice to the generality
of the foregoing specifically includes the Factories Acts the Offices
Shops and Railway Premises Act 1963 the Health and Safety at Work etc
Xxx 0000 and every order and regulation made or to be made
thereunder) so far as they relate to or affect the demised premises
or any part thereof and maintain all arrangements which by or under
any enactment or bye-law are or may be required at any time during
the said term to be executed provided or maintained whether by the
Landlord or the Tenant and to indemnify the Landlord at all times
against all costs charges and expenses of or incidental to the
execution of any works or the provision or maintenance of any
arrangements so required as aforesaid and not at any time during the
said term to do or omit or suffer to be done or omitted in or about
the demised premises any act or thing by reason of which the Landlord
may under any enactment incur or have imposed upon it or become
liable to pay any penalty damages compensation costs charges or
expenses
Planning Acts
-------------
3(12)(i) To comply in all respects during the currency of this Underlease
with the provisions and requirements of the Planning Acts (which
expression in this Underlease means the Town and Country Planning
Acts 1971 to 1974 and any enactment subsequent thereto whether of
modification or re-enactment) and all licences consents
permissions and conditions (if any) granted or imposed thereunder
or under any enactment repealed thereby so far as the same
respectively relate to or affect the demised premises or any part
thereof or any operations works acts or things already or
hereafter to
-9-
be carried out executed done or omitted thereon or the use
thereof for any purpose and to pay any development charge or
other charge imposed in respect of any such matter arising from
any act commission or omission whatsoever of the Tenant or any
party under the control of or an behalf of the Tenant and
indemnify the Landlord against all proceedings expenses claims
and demands in respect of any contravention by the Tenant of any
provision of the said Acts
3(12)(ii) Not to do or permit anything to be done on or in relation to the
demised premises by reason of which any Superior landlord or the
Landlord may under any enactment whatever become liable to pay
any penalty damages costs compensation charge levy tax or other
monies and in any event to pay and satisfy any charge levy tax or
other monies which may now or hereafter be imposed whether on the
Landlord or the Tenant under any such enactment in respect of any
development or alteration or any change or continuation of use or
other like matter relating to the demised premises which shall
occur during the said term
Copies of Notices
-----------------
3(13) Within seven days of the receipt by the Tenant of the same to supply
a copy to the Landlord of any notice or order or proposal for a
notice or order or licence consent permission or direction given or
made under any enactment and any regulations orders and instruments
made thereunder and relating to the demised premises and to permit
the Landlord and all persons authorized by it at all reasonable times
to enter upon the demised premises to inspect the same for any
purpose in connection with any such notice order proposal licence
consent permission or direction
Join with Landlord in making Appeals etc.
-----------------------------------------
-10-
3(14) At the request of the Landlord to make or join with the Landlord in
making any reasonable objection representation or appeal in respect
of any such notice order proposal or direction as aforesaid or any
refusal of or condition imposed under any such licence consent or
permission as aforesaid
No application for Planning Permission
--------------------------------------
3(15) Not without the previous consent of the Landlord in writing to make
or suffer to be made any application for consent or permission to
carry out or commence any development (within the meaning of the
Planning Acts) on or by reference to the demised premises or any part
thereof nor carry out any operations works acts or things in the
demised premises or any part thereof or make any change of use of the
same for which planning permission needs to be obtained
Complete Developments within Term
---------------------------------
3(16) Unless the Landlord shall otherwise direct to carry out before the
determination of the said term (however terminated) any works (the
carrying out of which is otherwise permitted hereunder) required to
be carried out in or on the demised premises by a date subsequent to
such determination as a condition of any planning permission which
may have been granted and implemented by the Tenant during the said
term
Purchase Notice
---------------
3(17) Not to serve any purchase notice under the Planning Acts requiring
any local authority to purchase the Tenants interest in the demised
premises or any part thereof without first offering to surrender this
Underlease to the Landlord at the price that might reasonably be
expected to be obtained from the local authority pursuant to such a
purchase notice such price in the absence of agreement between the
parties to be referred to the decision of an independent surveyor
nominated on the application of either party by the President for the
time being of
-11-
the Royal Institution of Chartered Surveyors whose decision shall be
final and binding upon the parties and who shall act as an expert and
not an arbitrator
Compensation
------------
3(18) If the Tenant shall receive any compensation because of any
restriction placed upon the user of the demised premises or any part
thereof under or by virtue of the Planning Acts then if and when its
interest hereunder shall be determined under the power of re-entry
herein contained or otherwise forthwith to make such provision as is
just and equitable for the Landlord to receive its due benefits from
such compensation unless the compensation authority shall otherwise
order
Assignment and underletting
---------------------------
3(19)(a) Save as hereinafter mentioned not to part with the possession or
share the occupation of the whole of the demised premises or any
part or parts thereof nor to assign transfer or underlet or part
with the whole or any part or parts of the demised premises
PROVIDED THAT the Tenant may throughout the said term without
such consent of the Landlord permit any holding or subsidiary
company of the Tenant or any subsidiary of the Tenant's holding
company (such expressions to be construed according to the
Companies Act for the time being in force) to occupy the demised
premises or any part thereof as a bare licensee only and without
creating the relationship of landlord and tenant so long only as
such permitted licensee remains a holding or subsidiary company
of the Tenant or a subsidiary of the Tenants holding company and
subject to the Tenant notifying the Landlord in writing within 14
days thereof of such licensed occupation being permitted or
terminated
3(19)(b) Not to assign the demised premises (here meaning the whole
thereof) without the previous consent in writing of any Superior
landlord and of the Landlord which consents shall not be
unreasonably withheld subject to
-12-
such Assignee if the Landlord so requires first entering into a
direct covenant with the Landlord to observe and perform the
covenants on the part of the Tenant herein contained during the
residue of the said term and to pay the rents hereby reserved and
not further to assign or underlet or part with or share the
possession or occupation of the demised premises or any part
thereof except on the same terms as are herein contained
3(19)(c) Not to underlet the demised premises (here meaning the whole
thereof) without the previous consent in writing of any Superior
landlord and of the Landlord which consents shall not be
unreasonably withheld and all underlettings shall be at a full
market rent (all premiums and fines being prohibited) and not
being less than that reserved by this Underlease which shall be
reviewed in an upwards direction only at intervals of not less
than five years with reviews in any event co-terminous with those
of this Underlease the rent the sub-tenant and the terms of the
sub-lease (which shall with such amendments as may be necessary
follow the terms of this Underlease) being subject to the
previous written approval of any Superior landlord and the
Landlord such approval not to be unreasonably withheld or delayed
3(19)(d) Provided further that any sub-leases granted under this sub-
clause shall contain
(1) an unqualified covenant on the part of the Underlessee with
the Landlord of this Underlease not to assign transfer or
underlet or part with possession or occupation of part or
parts only of the demised premises
(2) A covenant on the part of the Underlessee with the Landlord
of this Underlease that the Underlessee will not assign the
whole of
-13-
the demised premises or underlet or part with the possession
or occupation of the whole of the demised premises without
obtaining the previous written consent (not to be
unreasonably withheld) of the Landlord of this Underlease
and to provide in such Underlease that any sub-underleases
granted out of such Underlease whether immediate or mediate
shall contain similar provisions to those contained in this
sub-paragraph (d) Provided Always and it is hereby expressly
agreed and declared that if the Landlord and the Tenant
shall not be able to agree that the rent to be reserved by a
proposed Underlease is a full rack rent the dispute shall be
referred to arbitration in accordance with the Arbitration
Xxx 0000 or any statutory re-enactment thereof
(3) Such covenants by the Underlessee which the Tenant hereby
undertakes to enforce as to prohibit the Underlessee from
doing or suffering any act or thing upon or in relation to
the premises demised by the Underlease which will contravene
any of the Tenants obligations in this Underlease
Register Assignments etc.
-------------------------
3(20) Within one month after any charge or mortgage or assignment or
underletting or sub-underletting of the demised premises or any
devolution of any interest therein or any parting with possession or
occupation whether immediate mediate or derivative to give notice
thereof in writing to the Landlord or its solicitors and to produce
to them a certified copy of the assignment transfer counterpart
underlease sub-underlease or other instrument under which such
charge or mortgage or devolution shall have occurred and pay a fee
of Ten Pounds (plus Value Added Tax) for registration thereof by the
Landlords solicitors and in addition such registration fee as may be
payable to any Superior landlord
-14-
User
----
3(21)(a) Not to use or occupy the demised premises for any purpose
otherwise than as a use within Class III or X of the Town and
Country Planning (Use Classes) Order 1972 subject always to
compliance with clause 3(12) of this Underlease
3(21)(b) Not to use or allow the demised premises or any part thereof to
be used for residential or sleeping purposes
Alterations
-----------
3(22) Not at any time during the said term to do or suffer in or upon the
demised premises any wilful or voluntary waste or spoil and not to
damage interfere with or make any addition to or alteration whether
internal or external in the demised premises or any party wall or any
conduit apparatus or installation therein unless for the purpose of
supplying and making good any defect therein unless the Tenant shall
have first obtained the consent in writing of the Landlord such
consent not to be unreasonably withheld in the case of non-structural
matters and no such consent being required of the Landlord in respect
of internal non-structural alterations and subject to the Tenant if
so required by the Landlord reinstating to the satisfaction of the
Landlord the demised premises to their former state and condition at
the end or sooner determination of the said term and making good any
damage thereby occasioned
Advertisements
--------------
3(23) Not to exhibit affix to or display or permit or suffer to be
exhibited affixed to or displayed on or from the exterior of the
demised premises or on the external walls rails or fences or on the
inside of any windows thereof any sign signboard pole fascia placard
figure lettering inscription notice price label blind flag pennant
sky-sign or any advertisement of any kind whatsoever except as shall
have been previously approved in writing by the Landlord and where
applicable any
-15-
Superior landlord such consents not to be unreasonably withheld and
in the event of any such approval where required being given to
observe the terms thereof and at the expiry or sooner termination of
the said term to remove every such thing so approved and make good
the demised premises and not to hang place deposit or expose outside
any part of the demised premises any goods articles or things for
sale or trade other than from within the demised premises
Floor loading
-------------
3(24) Not to place or suspend or suffer to be placed or suspended any object
or weight on or from the floors ceilings or walls or structure of the
demised premises which may put thereon any weight or impose strain in
excess of that which the demised premises are calculated to bear with
due margin for safety
Not to prejudice insurance
--------------------------
3(25)(a) Not to do or allow to be done or omitted in or on the demised
premises anything whereby the insurance of the demised premises
or any adjoining property of the Landlord against the insured
risks may be vitiated or prejudiced nor without the consent of
the Landlord such consent not to be unreasonably withheld do or
allow to be done anything whereby any additional premium may
become payable for the insurance of the demised premises and in
the event of any Landlords insurance policy for the demised
premises or any part thereof being vitiated in consequence of any
act action or omission of the Tenant fully and effectually to
indemnify the Landlord against all costs claims proceedings or
losses resulting from any damage or injury to the demised
premises or any part thereof in respect of which compensation is
not forthcoming from the Landlords insurance company and against
all costs of any increased or additional premised incurred by the
Landlord in respect of any adjoining or neighbouring property
-16-
(b) To notify in writing the Landlord forthwith of any damage to or
destruction of the demised premises or any part thereof
occasioned by the occurrence of any of the insured risks
(c) In the event of the demised premises or any part thereof being
damaged or destroyed by any of the insured risks at any time
during the said term and the insurance money under any insurance
effected thereon by the Landlord being wholly or partially
irrecoverable by reason of any act or default of the Tenant then
and in every such case the Tenant will forthwith (in addition to
the said rents) pay to the Landlord the whole (or as the case may
require) a fair proportion of the cost of rebuilding and
reinstating the same any dispute as to the proportion to be so
contributed by the Tenant or otherwise in respect of or arising
out of this provision to be referred to arbitration in accordance
with the provisions of the Arbitration Act 1950 or any statutory
modification or re-enactment thereof for the time being in force
(d) Not to effect or permit or suffer to be effected by any other
person any insurance against any of the insured risks in respect
of or relating to the demised premises (subject to paragraph (f)
of this sub-clause)
(e) If at any time the Tenant is entitled to the benefit of any other
insurance on the demised premises then to apply all monies
received by virtue of such other insurance towards making good
with all speed the loss or damage in respect of which the same
shall have been received
(f) To insure and keep insured any plate glass windows of the demised
premises against damage or destruction in some insurance office
or offices or with underwriters of repute to be directed by the
Landlord and to pay all premiums necessary for this purpose
within the usual days of grace after the same shall become due
and whenever required produce to the Landlord or its agent the
-17-
policy or several policies of such insurance and the receipts for
the current year's premium and in each case of destruction of or
damage to the plate glass windows with all convenient speed to
expend all monies received by virtue of such insurance in
reinstating the same and to make up any deficiency out of its own
money PROVIDED ALWAYS that if the Tenant shall fail to make and
-------- ------
maintain any such insurance as aforesaid the Landlord may from
time to time at its discretion effect and keep on foot such
insurance and the Tenant will on demand repay to the Landlord all
sums of money expended by it for that purpose as if the same were
rent in arrear
Nuisance
--------
3(26) Not to carry on or permit to be carried on upon the demised premises or
any part thereof the business to be carried on thereon in a noisy
noisome offensive or dangerous manner or do or permit or suffer to be
done in or upon the demised premises or any part thereof any act matter
or thing which may in the reasonable opinion of the Landlord or any
Superior landlord be or grow to be or become or cause damage or a
nuisance or an annoyance or a disturbance to or to the prejudice of the
Landlord or its tenants or lessees or the owners lessees or occupiers
for the time being of any premises in the neighborhood
Auctions
--------
3(27) Not at any time during the said term to hold or permit any sale by
auction to be held upon the demised premises or any part thereof
without the written consent of the Landlord for that purpose first
obtained such consent not to be unreasonably withheld
Obstruction etc
---------------
3(28)(a) Not to do or permit any act or thing whereby any things which
may be used in common with others may be damaged interfered with
or obstructed or the fair use thereof by others may be hindered
impeded or interfered with in any
-18-
manner whatsoever and in particular not to leave or permit to be
left therein any vehicles goods or article of any kind
(b) Not to allow nor permit to remain in or upon the curtilage of
the demised premises or any areas used in common with others any
goods packaging or packing cases waste swarf trade empties or
any materials or other things of any kind whatsoever so that the
same shall only be brought into or upon the demised premises or
only be placed or kept in proper receptacles or covered areas
provided for the purpose
Fire regulations
----------------
3(29)(a) Not to use or permit or suffer to be used on any account except
in case of fire or other emergency any doors or special exits
provided for escape in case of fire
(b) At all times to comply with and observe the requirements of the
relevant authorities having power to deal with xxxxx of escape
from buildings in the event of fire so far as such requirements
affect the demised premises or the fixtures fittings or
furniture therein
(c) Not to place or store or suffer to be placed or stored in the
demised premises or any part thereof any article or thing which
is or may become dangerous offensive combustible inflammable or
explosive except to such extent as the Tenants trade or business
may require and then only where necessary first obtaining the
consent in writing of the relevant local or other competent
authority or authorities and of the Landlords insurers and
taking all requisite precautions and complying with all
conditions laid down by such parties and providing to the
Landlord a copy of such consents
Encroachments eta
-----------------
-19-
3(30) Not to stop up darken or obstruct or suffer to be stopped up darkened
or obstructed any windows lights ventilators or other openings
belonging to the demised premises and to use its best endeavours to
prevent any new windows lights ventilators passage drainage or other
encroachment or easement to be made or acquired into on or over the
demised premises or any part thereof and that in case any encroachment
or easement shall be made or acquired or attempted to be made or
acquired the Tenant will give immediate notice thereof to the Landlord
and at the request of the Landlord will adopt such means as may be
reasonably required or deemed proper for preventing any such
encroachment or the acquisition of any such easement
Let or sale boards
------------------
3(31) To permit the Landlord and any persons authorised by it to enter upon
the demised premises and affix and retain without interference upon
some suitable part or parts thereof (but not so as to obstruct the
access of light and air to or the fascia signs of the demised premises)
such notice as the Landlord may consider desirable for reletting or
selling the same and generally to permit all persons with authority
from the Landlord upon prior reasonable notice in writing at all
reasonable hours during the daytime to enter and view the demised
premises
Permit entry for repairing adjoining premises
---------------------------------------------
3(32) To permit the agents or workmen with or without plant and machinery
engaged or authorised by the Landlord to enter and remain upon the
demised premises or any part or parts thereof at all reasonable times
in order to build walls (including party walls) or to stop up any
openings in walls dividing the demised premises from other premises or
to repair or alter or rebuild any part of any adjoining or contiguous
premises or to cleanse lay re-lay maintain renew empty or repair any of
the sewers drains conduits gutters watercourses pipes cables wires
machinery equipment apparatus and mains belonging to the same and for
all purposes connected with the Landlords obligations and rights
hereunder the Landlord or other party exercising such rights doing as
little damage as reasonably practicable and making good all
-20-
damage to the demised premises or any chattels thereon occasioned by
the exercise of such rights AND ALSO that in case any dispute or
--- ----
controversy shall at any time or times arise between the Tenant and the
tenants or occupiers of any adjoining or contiguous premises belonging
to the Landlord the same shall from time to time be settled and
determined by the Landlord in such manner as it in writing shall
reasonably direct in that behalf to which determination the Tenant
shall from time to time submit and which determination shall be final
and binding upon the Tenant
Prevention of damage by effluent etc. discharge
-----------------------------------------------
3(33)(a) Not to permit but to take such measures as may be necessary to
ensure that any effluent discharged from the demised premises
into the watercourses drains or sewers which belong or are used
for the demised premises whether or not in common with other
premises will not be corrosive noxious deleterious or in any way
harmful to the said watercourses drains or sewers or cause any
obstruction or deposit therein and to keep all pipes
watercourses gullies and drains belonging to the demised
premises properly flushed cleansed and free from obstruction and
if any such obstruction or injury shall occur forthwith to
remove the same and make good any damage caused thereby whether
to the structure of the demised premises or otherwise and to
indemnify and keep entirely harmless the Landlord against any
claims damage or liability arising from damage caused by such
obstruction or injury to adjoining or neighbouring premises
(b) Not to discharge or allow to be discharged from the demised
premises any fluid or anything of a poisonous deleterious or
noxious nature of a kind that might or does in fact contaminate
or pollute the air or water and to indemnify the Landlord
against any claims damage or liability arising from damage
caused by such contamination or pollution
-21-
(c) To take at all times throughout the said term all such steps as
are necessary and proper to prevent the emanation from the
demised premises of noise fumes heat or excessive vibration
especially but not only where such emanation will or might be to
the detriment of the Landlord or any others owners or occupiers
of the adjoining or neighbouring premises
Cost of notices
---------------
3(34) To pay all costs charges and expenses (including solicitors costs and
surveyors fees) incurred by the Landlord for the purpose or in
contemplation of or incidental to the preparation and service of a
notice under Section 146 or 147 of the Law of Property Xxx 0000
requiring the Tenant to remedy a breach of any of the covenants herein
contained notwithstanding forfeiture for such breach shall be avoided
otherwise than by relief granted by the Court or for the purpose or in
contemplation of or incidental to the preparation and service of
schedules of dilapidations or notice under the foregoing provisions of
this clause during the said term (or following the determination
thereof)
Costs of Licences
-----------------
3(35) To pay the proper and reasonable legal charges and surveyors fees of
the Landlord and any Superior landlord including the Stamp Duty on the
licences and counterparts resulting from all applications by the Tenant
for any consent of the Landlord required by this Underlease and also
the proper and reasonable legal charges and surveyors fees actually
incurred by the Landlord or any Superior landlord in cases where
consent is refused or the application is withdrawn
Legal Charges
-------------
3(36) To pay to the Landlords solicitors their proper charges for the
preparation of this Underlease and the Counterpart thereof and the
Stamp Duties thereon
-22-
3(37) When required and on demand to contribute and pay to the Landlord or as
it may direct a rateable or due proportion of the cost and expenses of
repairing maintaining renewing rebuilding making and laying and
cleansing all party walls fences conduits ways roads pavements sewers
drains watercourses and other easements or structures or other items
used in common with the occupiers of any neighbouring or adjoining
premises and to keep the Landlord indemnified against such proportion
of such costs and expenses
3(38) With the object and intent of affording to the Landlord and any
Superior landlord a full and sufficient indemnity in respect of the
encumbrances but not further or otherwise henceforth to observe and
perform the same (so far as aforesaid) and to indemnify the Landlord
and any Superior landlord from and against all actions claims demands
and liability in respect thereof
3(39)(a) To indemnify and keep indemnified the Landlord and any Superior
landlord from liability in respect of any injury to or the death
of any person damage to any property movable or immovable the
infringement disturbance or destruction of any right easement or
privilege or otherwise by reason of or arising directly or
indirectly out of the repair state of repair condition or any
alteration to or to the user hereinbefore permitted of the
demised premises and from all proceedings costs claims and
demands of whatsoever nature in respect of any such liability or
alleged liability PROVIDED THAT this sub-clause will not be
-------- ----
operative in so far as such matters are covered by the insured
risks unless the policy or policies of insurance of the Landlord
shall have been vitiated or payment of the policy monies refused
in whole or in part in consequence of some act neglect or
default of the Tenant or any licensee or person for whom the
Tenant is responsible
(b) To be responsible for and to indemnify the Landlord and any
Superior landlord against all damage occasioned to the demised
premises or any
-23-
adjacent or neighbouring premises or to any person caused by any
act default or negligence of the Tenant or the servants agents
licensees or invitees of the Tenant
(c) Not to do any act matter or thing which under the terms of the
Superior Lease under which the Landlord holds inter alia the
demised premises requires the approval of the Superior landlord
without obtaining such approval in addition to any approval of
the Landlord required by the terms of these presents in all
cases at the Tenants own expense whether or not such approvals
are granted
Rent Review Clause
------------------
4. IT IS HEREBY AGREED as follows:
-- -- ------ ------
(1) The amount of the yearly rent firstly hereinbefore reserved shall be
reviewed at the end of the fifth year of the said term and at the end of
each subsequent period of five years of the said term (each period of
five years after the end of the said fifth year of the said term being
hereinafter called a "Review Period") and after the said fifth year of
the said term the amount of the yearly rent payable hereunder shall be:
(a) For the first Review Period (the five years commencing at the end
of the fifth year of the said term) the amount of the yearly rent
firstly hereinbefore reserved aforesaid or such amount (whichever
shall be the greater) as shall be assessed (in manner hereinafter
appearing) as a reasonable yearly rent in respect of that first
Review Period and
(b) For each successive subsequent Review Period the amount of the
yearly rent payable during the immediately preceding Review Period
or such amount (whichever shall be the greater) as shall be
assessed (in manner hereinafter appearing) as a reasonable yearly
rent in respect of the relevant Review Period
-24-
(2) Every such assessment shall be made in the following manner:
(i) Such assessment shall be agreed in writing between the
Landlord and the Tenant on or before the date of commencement
of the relevant Review Period (or such later date as may be
agreed by them in writing) but
(ii) If such assessment shall for any reason not be agreed as
aforesaid then (whether or not any negotiations to reach such
an agreement have been or are being conducted) the assessment
of the amount of a reasonable yearly rent for the relevant
Review Period shall be made by an expert appointed for that
purpose by the Landlord and the Tenant within thirty days (or
such greater period as may be agreed by them in writing) after
the commencement of the said Review Period and failing such
appointment then to be appointed (upon the application of the
Landlord or the Tenant) by the President for the time being of
the Royal Institution of Chartered Surveyors And the
assessment so made by such expert shall be communicated to the
Landlord and the Tenant in writing and shall be final and
binding
(iii) The amount of the yearly rent so assessed as a reasonable
yearly rent in respect of the relevant Review Period shall if
it is greater than the amount of the yearly rent payable
hereunder immediately before the commencement of such Review
Period become and be the yearly rent payable hereunder for
that Review Period and shall have effect from the commencement
of that Review Period and be payable accordingly
(iv) The fees payable to such expert and the costs of his
appointment shall be in the award of the expert
-25-
(v) PROVIDED ALWAYS that any failure by the Landlord or the Tenant
-------- ------
to initiate negotiations with the other of them under
paragraph (i) of this sub-clause prior to the commencement of
the relevant Review Period or to negotiate with the other of
them on the appointment of an expert under paragraph (ii)
hereof shall not prejudice the right of the Landlord or the
Tenant after the commencement of such Review Period to require
the assessment of a reasonable yearly rent for such Review
Period to be made under paragraph (ii) aforesaid by an expert
appointed by the President of the Royal Institution of
Chartered Surveyors as therein provided Nor shall the right of
the Landlord or the Tenant to have the yearly rent reviewed as
provided by this clause be prejudiced by any delay or omission
whatsoever in the appointment of any such expert as aforesaid
(3) In this clause and for all the purposes thereof the expression "a
reasonable yearly rent" means the fair rental value of the demised
premises except and reserved as set out in the Second Schedule
hereto (including the Landlords fixtures and fittings) on the basis
of a letting in the open market by a willing lessor to a willing
lessee on the terms and conditions of this Underlease for a term of
years equivalent to the term hereby granted and with vacant
possession but disregarding any effect on rent:-
(i) of the fact that the Tenant its sub-tenants or their
respective predecessors in title or persons deriving title
mediately or immediately under them have been in occupation of
the demised premises
(ii) any goodwill attached to the demised premises by reason of the
business carried on thereat
-26-
(iii) any improvements lawfully carried out at the cost of the
Tenant or any undertenants or their respective predecessors in
title or persons deriving title mediately or immediately under
them after the date hereof or during any period of occupation
prior thereto including those set out in the Fifth Schedule
hereto AND the value of any improvements carried out by the
---
Landlord at the Tenants expense (including any before the date
of this Underlease) otherwise than in pursuance of an
obligation to the Landlord
(iv) any diminution in the value of the demised premises
attributable to non-compliance with or non-performance of any
of the covenants on the part of the Tenant herein contained
(v) the fact (if it is a fact) that the making good of the demised
premises or any part thereof following destruction or damage
by any of the risks to be insured against under the provisions
of this Underlease has not been commenced or completed
(vi) of any law for the time being in force which imposes a
restraint upon increase in the rent of the demised premises
(vii) the value of any Tenants fixtures and fittings including
those belonging to any undertenant
(4) If at the commencement of any Review Period a reasonable yearly rent
in respect thereof shall not yet have been assessed under the
foregoing provisions of this clause then until a reasonable yearly
rent in respect thereof greater than the yearly rent payable
immediately prior to the commencement of such Review Period shall
have been, assessed under the said provisions (and thus become the
yearly rent payable for that Review Period) the Tenant
-27-
shall continue to pay rent at the rate of that payable immediately
prior to such commencement and as soon as the said assessment shall
have been made the Tenant shall pay the excess of the aggregate
amount of rent which would have been payable hereunder for the period
from the commencement of the said Review Period until the said
quarter day next following if the said assessment had been made at or
prior to the said commencement over and above the aggregate amount of
rent actually paid by the Tenant during the said period during the
said period together with interest upon the said excess at the rate
equal to the rate paid to Investor Accounts with Barclays Bank
Limited for the time being
(5) If and whenever the amount of the yearly rent payable hereunder is
increased under the foregoing provisions of this clause the Landlord
and the Tenant shall cause a Memorandum of the amount of such
increased yearly rent to be endorsed on the Lease and the Counterpart
thereof and for such Memoranda to be signed by or on behalf of the
Landlord and the Tenant respectively
(6) If at any material time there shall be no President of the said Royal
Institution of Chartered Surveyors or if the said President shall for
any reason not be available or be unable or unwilling to make such an
appointment as aforesaid the said appointment may be made by the
Vice-President or next senior officer of the said Institution then
available and able and willing to make such appointment
(7) If any expert appointed in accordance with this clause shall fail to
make an assessment as hereinbefore provided or if he shall relinquish
his appointment or die or if it shall become apparent that for any
reason he will be unable to complete his duties hereunder the
Landlord or the Tenant may apply to the said President or other
person as hereinbefore provided for a substitute to be appointed in
his place which procedure may be repeated as many times as
-28-
necessary and the appointment of any such substitute shall be of the
same effect as if it were an original appointment hereunder by the
President for the time being of the said Institution
(8) If at any time or times during the said term ascertainment of the
rent payable hereunder in manner above provided or recovery of the
amount so ascertained shall in any respect be unlawful so that the
Landlord is precluded or would having taken the necessary steps to
secure a rent review (assuming that were lawful) be precluded from
receiving or from receiving at the date or dates when it would
otherwise have been payable a reviewed rent as from the commencement
of each Review Period the Landlord shall be entitled at any time
after the date when ascertainment or recovery or increase again
becomes lawful (without prejudice to its right if any to recover any
rent the payment of which has only been deferred by law) to have the
rent for the time being payable hereunder reviewed at the date last
aforesaid in manner and according to the principles set out above
(mutatis mutandis) and the rent so ascertained shall be the rent
payable until the commencement of the next rent Review Period
(calculated as aforesaid and as from the date of such interim review)
or until the rent payable hereunder shall next be increased
5. Landlords Covenants
-------------------
The Landlord hereby covenants with the Tenant as follows:
-----------------------------
Insurance
---------
(1)(a) Subject to compliance by the Tenant with the provisions of clause
3(25) hereof at all times during the said term to keep or cause to be
kept the demised premises insured against
(1) loss or damage by fire storm tempest flood lightning earthquake
explosion aircraft articles dropped therefrom riot or civil
commotion malicious damage
-29-
impact subsidence bursting and overflowing of pipes and such
other risks as the Landlord or the Tenant shall from time to time
reasonably require in such amount (determined by the Landlord
from time to time) as the Landlord shall in its discretion from
time to time deem sufficient to cover the full amount of the
costs (including reasonable provision for escalation of such
costs between the date of destruction or damage and the date of
rebuilding or reinstating the demised premises) of completely
rebuilding or reinstating the demised premises or in such higher
amount as the Tenant shall by notice in writing to the Landlord
from time to time reasonably specify
(2) professional fees including but not exclusively quantity
surveyors engineers project controllers and such other advisers
as the Landlord may deem it appropriate to instruct on such
amount assessed according to the scales or other method (if any)
for the time being adopted by the Royal Institute of British
Architects and the Royal Institution of Chartered Surveyors or
other appropriate professional body the cost of site clearance
(including demolition shoring up and debris removal) and three
years' rent of the demised premises at the rate for the time
being payable or prospectively payable
(3) (to the extent to which the same is not covered by paragraph (a)
of this sub-clause) breakdown of the boilers lifts and other
plant (if any) in the demised premises and
to effect such insurance with an Insurance Company or Underwriters of repute and
through such agency as the Landlord from time to time deems fit and proper and
to produce to the Tenant within fourteen days of the request the policy or
policies (together with all endorsements thereto) of such insurance and the
receipt for the current premium or premiums and if acceptable to the Landlord to
endorse a note of the Tenants interest on to the said policy or policies with
the interest of any mortgage
-30-
(b) If the demised premises shall be destroyed or damaged by any of the
risks against which the Landlord has covenanted to insure
(1) if so required as soon as reasonably practicable to join with the
Tenant in making application for any planning or other permission
necessary for rebuilding or reinstating the demised premises and
(2) after such permissions shall have been obtained to apply as soon as
reasonably practicable the insurance monies received by the Landlord
(other than money received for loss of rent) towards reinstating the
demised premises
Quiet Enjoyment
---------------
(2) That the Tenant paying the rents hereby reserved and observing and
performing the Tenants covenants hereinbefore contained shall and may
peaceably hold and enjoy the demised premises during the said term
without any interruption or disturbance from or by the Landlord or any
person lawfully claiming through under or in trust for it
(3) To pay the rent reserved by the said Superior Lease under which the
Landlord holds the demised premises at the times and in the manner
therein provided and by way of indemnity only to perform and observe the
Landlords obligations as Tenant thereunder save insofar as such
performance and observance is the responsibility of the Tenant hereunder
6. PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED that:
-------- ------ --- -- -- ------ ------ --- --------
Re-entry
--------
(1) If the said rents hereby reserved or any part thereof shall at any time
be in arrear and unpaid for twenty-one days after the same shall have
become due (whether any formal or legal demand therefor shall have been
made or not) or if there shall be any
-31-
breach of any of the covenants conditions or agreements herein contained
and on the part of the Tenant to be performed and observed or if the
Tenant or other person or persons in whom for the time being the said
term shall be vested (being an individual or individuals) or any of them
shall become bankrupt or have a receiving order made against him her or
them or make any arrangement or composition with or for the benefit of
his her or their creditors or suffer any execution to be levied at the
demised premises or if the Tenant or any assignee of the Tenant being a
company shall enter into liquidation whether compulsory or voluntary
(not being merely a voluntary liquidation for the purpose of
amalgamation or reconstruction) or suffer any execution to be levied at
the demised premises or have a Receiver or Manager appointed then and in
such case it shall be lawful for the Landlord or any person or persons
duly authorised by the Landlord in that behalf into or upon the demised
premises or any part thereof in the name of the whole to re-enter and
the demised premises peaceably to hold and enjoy thenceforth as if these
presents had not been made without prejudice to any right of action or
remedy of either party against the other in respect of any antecedent
breach of any covenant or condition herein contained
Notices
-------
(2) Any notice required to be given or served under these presents and not
otherwise provided for shall be served or deemed to be served on the
Tenant if served in accordance with Section 196 of the Law of Property
Xxx 0000 as amended by Recorded Delivery Service Xxx 0000
Suspension of rent
------------------
(3) (a) In case the demised premises or any part thereof or access thereto
shall at any time be destroyed or so damaged by any of the insured
risks as to be unfit for occupation or use then and in any such
case (unless the insurance of the demised premises shall have been
vitiated by the act neglect default or omission of the Tenant) the
rents hereby reserved or a fair and just proportion
-32-
thereof according to the nature and extent of the damage sustained
shall be suspended and cease to be payable from the date of such
destruction or damage aforesaid until the demised premises shall
again be fit for use and occupation or for a period of three years
therefrom whichever period is the shorter and such proportion in
case of disagreement shall be referred to a single arbitrator in
accordance with and subject to the provisions of the Arbitration
Act 1950 or any statutory modification or re-enactment thereof
(b) PROVIDED ALWAYS that the Landlord will within twenty-one days from
the date on which the rent shall be suspended or cease to be
payable hereunder refund to the Tenant the proportion of the rent
paid in advance for the period from the date when such rent was
suspended or ceased to be payable
Acceptance of Rent
------------------
(4) Notwithstanding the acceptance of or demand for rent by the Landlord or
its agent with knowledge of a breach of any of the covenants on the part
of the Tenant herein contained the Landlords right to forfeit this
Underlease on the ground of such breach shall remain in force And the
Tenant shall not in any proceedings for forfeiture be entitled to rely
upon any such acceptance or demand as aforesaid as a defence
Statutory Compensation
----------------------
(5) Except where any statutory provision prohibits the Tenants right to
compensation being reduced or excluded by agreement the Tenant shall not
be entitled to claim from the Landlord on quitting the demised premises
or any part thereof any compensation under the Landlord and Xxxxxx Xxx
0000 or any statute modifying or reenacting the same
Exclusion of any warranty of fitness
------------------------------------
-33-
(6) Neither the granting of this Underlease nor any provision herein
contained shall operate or be construed as warranting that the demised
premises are suitable for the purpose or purposes of the Tenant and that
the use to which the Tenant proposes now or hereafter to put the demised
premises or that any use to which (whether subject to conditions or not)
the Tenant may be at liberty or may be required under the provisions of
this Underlease to put the demised premises is or may be or become
legally permitted whether under the provisions of the Planning Acts or
otherwise
(7) Each and every right vested in the Superior landlord by virtue of the
aforesaid Superior Lease (other than the right to receive rent) shall be
exercisable by the Superior landlord so far as it affects the demised
premises notwithstanding that it may not be expressly provided for in
any other provision of these presents
(8) If the Tenant shall be desirous of taking an Underlease of the demised
premises for a further term of 25 years from the expiration of the said
term hereby granted at the rent and on the terms and conditions
hereinafter mentioned and shall not more than 12 nor less than 6 months
before the expiration of the said term (time being of the essence)
hereby granted give to the Landlord notice in writing of such its desire
and if it shall have paid the rent hereby reserved (hereinafter called
"the current rent") and shall have reasonably performed and observed the
several stipulations herein contained and on its part to be performed
and observed up to the termination by effluxion of time of the
Underlease hereby created then the Landlord will at the expense of the
Tenant both as to the Landlords reasonable costs and expenses as well as
the Tenants own costs and expenses let the demised premises to the
Tenant for the further term of 25 years from the ____ day of _______
200___ at a rent and review pattern to be determined in the manner
provided by the Fourth Schedule hereto and payable as therein provided
and subject in all other respects to the same covenants conditions
provisions and stipulations as are herein contained except this sub-
clause for renewal PROVIDED ALWAYS that this sub-clause shall become
null and void if the option hereby given to the Tenant shall not be
registered as a Land Charge at
-34-
the Land Charges Registry or protected by registration of a notice
caution or other prescribed entry under the Land Registration Act 1925
or any statutory modification or re-enactment thereof for the time being
in force within a period of 3 months from the date of this Underlease
IN WITNESS whereof these presents have been entered into the day and
----------
year first before written
THE FIRST SCHEDULE
------------------
"the demised premises"
--------------------
ALL THAT piece or parcel of land with the buildings thereon (comprised
--- ----
in the Landlords title number ___________ at H.M. Land Registry) shown for the
purpose of identification only edged red on the plan annexed hereto and known as
1 to 9 (odd numbers inclusive) Botley Road and land adjoining Hedge End
Southampton Hampshire
THE SECOND SCHEDULE
-------------------
Exceptions and reservations
---------------------------
(a) all rights of light air and easements belonging to or enjoyed by the
adjacent or neighbouring land or buildings from over or against the demised
premises
(b) the right to build or rebuild or alter any adjacent or neighbouring land or
buildings of the Landlord in any manner whatsoever and to let the same for any
purpose or otherwise deal therewith provided that the light or air to the
demised premises or any other liberty easement right or advantage belonging to
the Tenant is not in any such case thereby materially diminished
(c) the right of support and shelter and all other easements and rights
belonging to or enjoyed by any adjacent or neighbouring land or buildings an
interest wherein in possession or reversion is at any time during the said term
vested in the Landlord
(d) the free passage and running of air gas electricity water and soil
telephone and other services through or along the pipes wires channels drains
and watercourses and Conduits already built or placed in through over or under
the demised premises to and from any other adjoining or neighbouring property
and the right to connect up to the same
THE THIRD SCHEDULE
------------------
Date Document Parties
---- -------- -------
16th December 1920 Conveyance Xxxxx Xxxxx Xxxxxxxx
Xxxxx Beste (1)
Xxxxxx Xxxx
Xxxxx (2)
-35-
18th September 1925 Conveyance The said A.B.A.
Digby Beste (1)
Xxxxxxx Xxxxxx (2)
3rd August 1966 Deed of Grant Sandringham Court
Investments
(Southampton)
Limited (1)
Southern Gas Board (2)
THE FOURTH SCHEDULE
-------------------
1. The Landlord shall be entitled if the Tenant exercises its option
pursuant to Clause 6(8) of this Underlease and a further term of twenty-five
years is granted pursuant thereto to have reviewed the frequency of the Review
Periods ("the review pattern") for the purpose of the said further term The
review pattern for the said further term shall be such frequency of Review
Periods as shall be agreed between the Landlord and the Tenant or determined as
hereinafter provided to represent the frequency of Review Periods considered
fair and reasonable in the light of such usual commercial leasing practice
current at the time of such agreement or determination thereof as might
reasonably be expected to apply in respect of the demised premises let with an
unexpired term of twenty-five years and in all other respects upon the terms
that relate to the review of the rent under the terms of this Underlease
Provided that at no time shall the frequency of the Review Periods for the said
further term be longer than every five years
2. The rent for the said further term (hereinafter called "the new rent")
shall be such annual sum as shall be agreed between the Landlord and the Tenant
or determined as hereinafter provided to be the current open market rental value
of the demised premises at the time of such agreement or determination and shall
be paid without any deduction by equal quarterly instalments on the usual
quarter days (hereinafter called "the rent days") the first of such quarterly
instalments to be paid on the ____ day of 200__
3. Any agreement between the Landlord and the Tenant as to the review
pattern and/or the new rent shall be in writing signed by the parties
4. If such agreement as to the review pattern and/or the new rent has not
been made six months before the date on which the said further term is due to
commence either party hereto may require an independent chartered surveyor
experienced in valuations and lettings of commercial premises (hereinafter
called "the surveyor") to determine the review pattern and/or the new rent
5. The surveyor may be nominated by agreement between the Landlord and the
Tenant or appointed by the President for the time being of the Royal Institution
of Chartered Surveyors on the application of either party hereto
-36-
6. If the said President shall for any reason not be available or be unable
to make any such appointment at the time of application therefor the appointment
may be made by the Vice President or next Senior Officer of the said Institution
then available and able to make such appointment or if no such Officer of the
said Institution shall be so available and able by such Officer of such
professional body of surveyors as the Landlord shall designate
7. Notice in writing of his appointment shall be given by the surveyor to
the Landlord and the Tenant inviting each to submit within a specified period
(which shall not exceed four weeks) a statement and/or valuation accompanied if
desired by a statement of reasons
8. The surveyor shall act as an expert and not as an arbitrator He
shall consider any statement and/or valuation and reasons submitted to him
within the said period but shall not be in any way limited or fettered thereby
and shall determine the review pattern and/or the new rent in accordance with
his own judgment and opinion as to the frequency of reviews and/or the current
open market rental value of the demised premises upon the bases aforesaid
9. The surveyor shall give notice in writing of his decision to the
Landlord and the Tenant within two months of his appointment or within such
extended period as the Landlord may agree
10. If the surveyor comes to the conclusion that the current open
market rental value of the demised premises is less than the current rent the
new rent shall nevertheless be the same as the current rent and the decision of
the surveyor shall so state
11. If the surveyor shall fail to determine the review pattern and/or
the new rent and give notice thereof within the time and in the manner
hereinbefore provided or if he shall relinquish his appointment or die or if it
shall become apparent that for any reason he will be unable to complete his
duties hereunder the Landlord or the Tenant may apply to the said President or
other person as hereinbefore provided for a substitute to be appointed in his
place which procedure may be repeated as many times as necessary
12. The decision of the surveyor shall be final on all matters hereby
referred to him
13. Rent shall not be due at the rate of the new rent notwithstanding
that the said further term may already have commenced until after the Tenant has
been given such notice thereof as is hereby provided and if the said further
term shall have commenced before the Tenant has been given such notice the rent
shall for the time being and until such notice is given be at the rate of the
current rent but on the first rent day after the giving of such notice to the
Tenant there shall fall due in addition to the appropriate instalment of the new
rent a sum by way of additional rent equal to the difference between the new
rent and the current rent for the period since the commencement of the said
further term together with interest upon the said sum at the rate equal to the
rate paid to Investor Accounts with Barclays Bank Limited for the time being
14. The fees of the surveyor shall be shared equally between the
Landlord and the Tenant
-37-
15. As respects all periods of time referred to in this Schedule time
shall not be deemed to be of the essence of the Contract
THE FIFTH SCHEDULE
------------------
The Tenants Improvements
------------------------
1. GROUND FLOOR SLAB
-----------------
Strengthening of floor slab to take future mezzanine floor from grid
line 1 - 9.
2. EXTERNAL ENVELOPE
-----------------
Omission of personnel door to loading bay.
Relocation of loading bay door.
Double doors to inflammable liquids store.
Double doors to garden equipment store.
Relocation of door to Engineering Department.
Relocation of door on grid line 1 between machine maintenance and dry
manufacturing.
Independent inflammable liquids store.
Louvres required for fresh air intake to a/c
plant and compressors, and inflammable liquids store.
3. DRUM STORE
----------
Provision of drum store, swarf bay and a/c plant deck over, including
foundations, structure, cladding, floors, drainage and associated external
works.
4. ROOF
----
Opening in ceilings and roof sheeting and linking ducts to process
plant, etc.
10. MEZZANINE FLOOR
---------------
Entire mezzanine floor including a/c plant equipment deck over machine
maintenance department, with associated access stairways.
-38-
11. LAVATORIES
----------
Provision of lavatory to Engineering Department, and 4 No lavatories to
first floor, including all associated partitions, ceiling, wall and floor
finishes, sanitary fittings, drainage and services.
12. TEA ROOMS
---------
Provision of 2 No tea rooms including all associated partitions, ceil,
fittings, draining and services.
13. FITTINGS
--------
All kitchen equipment and .......
14. DRAINAGE
--------
Drainage in factory area including floor trenches and covers. Drainage
to canteen vending machines. 1 No service trench with continuous removable
access cover.
15. SERVICES
--------
Provision of high voltage cables, switchboard and transformers.
Electrical power distribution throughout factory area. Air conditioning
installation to serve the whole building. Arrangement of switchgear and
additional contacts to facilitate future provision of central computer control
of mechanical services and lighting. All access ladders, walkways, hatches,
etc. to facilitate maintenance of a/c equipment. Hot and cold water to serve
process plant in production area. All lighting to factory area and ground floor
offices. Compressed air distribution.
16. FIRE PROTECTION
---------------
Provision of all fire hoses etc. Provision of fully automatic fire
detection system.
17. SUNDRIES
--------
-39-
Public address system, security barrier, closed circuit TV, security and
emergency lighting, intruder alarm installation, TV and radio aerials, card
entry security lock on staff entrance door.
(THE COMMON SEAL of DEVON COUNTY)
---------------------------------
(COUNCIL was hereunto affixed in
--------
(the presence of:
County Solicitor
-40-
DATED 1 November 1983
-----------------------
CV LABORATORIES LIMITED
- and -
DEVON COUNTY COUNCIL
COUNTERPART
LEASE
relating to certain premises
at Botley Road
Hedge End
Southampton
HM Land Registry
----------------
County: Hampshire
Title Number: HP218454
Property: 1 to 9 (odd)
Botley Road,
Hedge End and land adjoining
THIS LEASE is made the first day of November One thousand nine hundred and
---- -----
eighty three BETWEEN CV LABORATORIES LIMITED whose registered office is situate
------- -- ------------ -------
at Xxxxxxxxxx Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Xxxxx X00 0XX ("the Landlord" which
expression shall include the estate owner or owners for the time being of the
reversion immediately expectant on the term hereby granted) of the one part and
DEVON COUNTY COUNCIL of County Hall Topsham Road Exeter Devon ("the Tenant"
----- ------ -------
which expression shall include the Tenant's successors in title and assigns) of
the other part
WITNESSETH as follows:-
----------
1. In consideration of the sum of (Pounds)2.5 million paid by the Tenant to the
Landlord (the receipt whereof the Landlord hereby acknowledges) and of the rent
hereinafter reserved and covenants on the part of the Tenant hereinafter
contained the Landlord hereby demises unto the Tenant ALL THAT piece or parcel
--- ----
of land shown for the purpose of identification only edged red on the plan
annexed hereto known as 1 to 9 (odd numbers inclusive) Botley Road and land
adjoining Xxxxx Xxx Xxxxxxxxxxx Xxxxxxxxx ("xxx Premises") TO HOLD the same unto
-- ----
the Tenant from the first day of November One thousand nine hundred and eighty
three for the term of 999 years PAYING
------
THEREFOR yearly during the said term a rent of TEN POUNDS on the 1st day
-------- --- ------
of January in every year and so in proportion for any less time than one year in
advance the first payment to be made on the date hereof for the period from the
first day of November 1983 to the next ensuing 1st day of January TOGETHER WITH
-------- ----
AND SUBJECT TO the rights exceptions reservations conditions and other matters
--- ------- --
set out or referred to in the Charges Register of the title above referred to
and also an Agreement dated 10th September 1982 made between Eastleigh Borough
Council (1) Hampshire County Council (2) and Leasepride Limited (3) and a Deed
of Grant dated 27th September 1982 made between British Gas Corporation (1) and
Leasepride Limited (2) so far as the same relate to and affect the Premises and
are still subsisting and capable of enforcement: ("the encumbrances")
2. The Tenant hereby covenants with the Landlord as follows namely:
(a) To pay the rent hereby reserved on the day and in manner aforesaid
(b) To pay and discharge all rates taxes assessments impositions duties
charges and outgoings whatsoever whether parliamentary local or
otherwise which are now or may hereafter be imposed or charged upon the
Premises in respect thereof
(c) To insure and keep insured (or procure the insurance of) the Premises
to the full reinstatement value thereof in some responsible insurance
office and upon request of the Landlord or its agent to produce the
policy of such insurance and the receipt for the last premium and to
cause all sums received
-2-
in respect of such insurance to be laid out and expended with all
reasonable speed in rebuilding repairing or otherwise reinstating the
Premises in accordance with the present plan or elevation thereof or
otherwise as may be approved in writing by the Landlord such approval
not to be unreasonably withheld or delayed
(d) To keep the Premises and the buildings from time to time thereon and
subject from time to time any refurbishment development reconstruction
or redevel opment thereof including all fences drains and sewers
thereto in good and substantial repair and in the same good and
substantial repair peaceably to sur render and yield-up unto the
Landlord at the expiration or sooner determination of the said term
(e) To permit the Landlord and its agents with or without workmen or
otherwise twice in every year at reasonable hours in the daytime upon
prior reasonable notice in writing to enter upon and view the condition
of the Premises and to repair and make good all defects and wants of
reparation of which the Landlord shall give it notice in writing and
for which the Tenant is liable hereunder within three months after the
giving of such notice
(f) Within one month of every assignment of the Premises to give notice in
writing thereof together with a certified copy of the said assignment
to the
-3-
Landlord or its solicitor and to pay a fee of (Pounds)10 for the
registration of the notice
(g) To observe and perform the covenants and other matters imposed upon the
Landlord by the encumbrances so far as the same are still subsisting
and capable of taking effect and to keep the Landlord its estate and
effects indemnified from and against all proceedings costs claims and
expenses in respect of the same
3. The Landlord to the intent to bind the reversion of the demised premises
expectant on the term hereby granted and the person or persons entitled thereto
but not so as to render the Landlord personally liable in damages after it shall
have parted with its interest in the demised premises hereby covenants with the
Tenant that the Tenant paying the rent hereby reserved and performing and
observing the covenants herein contained on the part of the Tenant to be
performed and observed shall and may peaceably hold and enjoy the Premises
during the said term without any interruption or disturbance from or by the
Landlord or any person claiming through under or in trust for it
-4-
IN WITNESS whereof these presents have been entered into the day and
-- -------
year first before written
(THE COMMON SEAL of
--- ------ ----
DEVON COUNTY COUNCIL
----- ------ -------
(was hereunto affixed in
(the presence of:-
County Solicitor
DOCUMENT No 13624
-------------
-5-
