EXHIBIT 10.36
THIS LEASE is made the 20th day of October One Thousand Nine Hundred and Ninety
Eight BETWEEN ▇▇▇▇▇ ▇▇▇▇▇ INVESTMENTS LIMITED having its Registered Office at
▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇ (hereinafter called "the Landlord" which
expression where the context so admits shall include its Successors in title and
assigns) of the one part, AND LIONBRIDGE TECHNOLOGIES IRELAND having its
Registered Office at ▇▇▇▇▇▇▇ House, Temple Road, Blackrock, Co Dublin
(hereinafter called "the Tenant" which expression where the context so admits
shall include their and each of their successors in title and assigns) of the
other part
WITNESSETH as follows:
1. DEFINITIONS:
In the Lease the following expressions shall have the following meanings:
"DEMISED PREMISE" means the premises described in the First Part of the
First Schedule hereto with the easements rights and privileges but
excepting the exceptions and reservations;
"EASEMENTS RIGHTS AND PRIVILEGES" means those specified in the Second
Part of the First Schedule hereto;
"EXCEPTIONS AND RESERVATIONS" means those specified in the Third Part of
the First Schedule hereto;
"THE DEVELOPMENT" means the land shown edged in green on the plan hereto
annexed together with the building (of which the demised premises forms
part) and Landlord's fixtures from time to time erected or standing upon
the said land (known or to be know as ▇▇▇▇▇▇▇ House, Temple Road,
Blackrock in the County of Dublin).
"COMMON PARTS" means all such parts of the Development as are not for the
time being let separately or as are not in the possession of the Landlord
and the other facilities improvements services and privileges which are
from time to time provided by the
Landlord for common or general use in common by the Tenant and the other
tenants and occupiers of the Development and other persons authorized by
the Landlord including (without prejudice to the generality of the
foregoing) the roof and exterior walls, foundations, internal load
bearing walls and the structural parts of the roofs, ceilings and floors,
all party structures, boundary walls, pedestrian ways, entrances and
exits, stairways, ramps, landscaped areas, corridors, passages, lobbies,
landings, staircases, lifts and all conduits except any that form part of
the demised premises and other lettable areas.
"CONDUITS" means all sewers, drains, pipes, gullies, gutters, ducts,
mains, watercourses, channels, subways, wires, cables, conduits, flues
and other conducting media of whatsoever nature and kind.
2. DEMISE
In consideration of the rent hereby reserved and of the covenants on the
part of the Tenant hereinafter contained the Landlord hereby demises unto
the Tenant ALL those the demised premises being part of the Development
together with the easements rights and privileges but excepting and
reserving the exceptions and reservations TO HOLD the demised premises
except and reserved as aforesaid unto the Tenant for the term of 25
(twenty five) years (hereinafter called "the term") from the lst day of
January One Thousand Nine Hundred and Ninety Eight YIELDING AND PAYING
therefor during the first four years of the said term the yearly rent of
IRL31,583.20 (Thirty One Thousand Five Hundred and Eighty Three Irish
Pounds 20p) and thereafter the said yearly rent of IRL31,583.20 (Thirty
One Thousand Five Hundred and Eighty Three Irish Pounds 20p) or such
increased rent as may be payable pursuant to the provisions of clause 3
hereof by four equal quarterly payments in advance on every lst day of
January, lst day of April, lst day of July, and lst day of October, the
first payment to be made on the execution hereof and to be in respect of
the period from the lst day of January One Thousand Nine Hundred and
Ninety Eight to the 31st day of March One Thousand Nine Hundred and
Ninety Eight AND ALSO PAYING by way of additional rent the amount or
amounts payable by the Tenant pursuant to the Tenant's covenant
hereinafter contained in Clause
4(l)(b) in respect of insurance effected from time to time by the
Landlord such additional payment to be payable at the times and in the
manner specified at said Clause 4(l)(b). AND ALSO PAYING by way of
additional rent the amount or amounts payable by the Tenant pursuant
to the Tenant's covenant hereinafter contained in Clause 6 in respect
of service charge such additional payment to be payable at the times
and in the manner specified at the said Clause. All such payments save
for any initial broken payment payable hereunder to be paid by Bankers
Order or direct debit mandate (at the option of the Landlord) PROVIDED
ALWAYS that if the Tenant shall fail to pay the rent hereinbefore
reserved and made payable or the contribution to Insurance Premium
payable by the Tenant pursuant to clause 4(l)(b) hereof or the Service
Charge payable by the tenant pursuant to clause 6 hereof within
fourteen (14) days of the day and in the manner herein prescribed for
payment of same such unpaid sum or sums shall bear interest from and
including the day on which same shall have become due to date of
actual payment at the A rate of interest plus three per cent (3%)
charged by Allied Irish Banks PLC in the Republic of Ireland at that
date or if there shall be no such rate twelve per cent (12%) per annum.
3. RENT REVIEW PROVISIONS
(I) In this Clause the following expressions shall have the following
meanings respectively:
(a) `Review Date" shall mean the last day of the fourth year and the last day
of each subsequent fifth year of the term hereby granted.
(b) "Current Market Rent" shall mean the gross full market rent without any
deduction whatsoever at which the demised premises might reasonably be
expected to be let at the nearest Review Date in the open market without
a fine or premium and with vacant possession thereof by a willing
Landlord to a willing Tenant for a term equal to the residue of the term
of this Lease but having regard to any statutory rights of the Tenant of
renewal under a Lease on the same terms and conditions in all other
respects as this
present Lease and upon the supposition (if not a fact) that the Tenant
has complied with all the obligations as to repair and decoration herein
imposed there being disregarded:
(1) any effect on rent of the fact that the Tenant has been in
occupation of the demised premises and any goodwill attached to
the demised premises by reason of the carrying on thereat of the
business of the Tenant
(2) any effect on rent of any improvement (whether within the meaning
of the Landlord and Tenant Acts, 1967 to 1989 or any Acts amending
extending or re-enacting same) of the demised premises or any part
thereof carried out by the Tenant with the Licence of the Landlord
at the Tenant's own expense (otherwise than in pursuance of any
obligation to the Landlord) and carried out during the term of
this Lease.
(ii) The rent for the time being payable by the Tenant hereunder shall be
subject to increase in accordance with the following provisions of this
clause.
(iii) The Landlord its servants or agents shall be entitled by notice in
writing given to the Tenant not earlier than twelve months before and at
any time after a Review Date to call for review of the rent payable by
the Tenant to the Landlord at the Review Date specified in the notice and
if upon any such review it shall be ascertained or determined that the
Current Market Rent of the demised premises at the Review Date is greater
than the rent payable hereunder immediately prior to such Review Date
then as from that Review Date the yearly rent payable hereunder shall be
increased to the Current Market Rent so ascertained PROVIDED that in no
circumstances shall the rent payable hereunder following such review be
less than the rent payable by the Tenant immediately prior to the Review
Date.
(iv) Every such review as aforesaid shall in the first instance be agreed by
the Landlord and the Tenant or their respective Surveyors in
collaboration but if no agreement as to the amount of the Current Market
Rent at the Review Date shall have been reached between the parties
hereto or their Surveyors within one month or such extended period as may
be agreed by the Landlord and Tenant after the date of the Landlord's
notice calling for such review then the question of the amount of the
Current Market Rent of the demised premises at the Review Date shall be
referred to the decision of a single arbitrator who
shall be a Chartered Surveyor nominated by the Landlord by notice in
writing to the Tenant and if the Tenant shall reject such nomination or
fail or neglect to agree within one month of the Landlord's notice such
arbitrator shall be appointed on the application of the Landlord by the
Chairman for the time being of the Society of Chartered Surveyors in the
Republic of Ireland which term shall include any other body established
from time to time in succession or substitution or carrying on the
function currently carried out by the same and in default of any such
appointment for any reason within one month of such application by a
Chartered Surveyor to be nominated by the Landlord and this sub-clause
shall be deemed to be a submission to arbitration within the Arbitration
Acts 1954 and 1980 or any statutory modification or re-enactment thereof
for the time being in force and subject to the jurisdiction of the Courts
of the State for the enforcement of any award of said Arbitrator.
(v) If the Arbitrator shall fail to determine the new rent within two months
of his appointment or nomination 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 a new arbitrator shall be
appointed or nominated in his place in accordance with sub-clause (iv)
above.
(vi) If upon any such review the amount of the increased rent shall not be
ascertained or determined prior to the Review Date the Tenant shall
continue to pay rent at the yearly rate payable immediately prior to the
Review Date until the quarter day next following the ascertainment or
determination of any increased rent whereupon there shall be due as a
debt payable by the Tenant to the Landlord on demand a sum equal to the
amount by which the rent for the period since the Review Date calculated
at the increased rate exceeds the rent for that period calculated at the
previous rate and in addition shall pay interest on said sums from the
Review Date until the date of actual payment at the rate of interest for
the time being chargeable under Section 22 of the Courts ▇▇▇ ▇▇▇▇ plus 3%
(three per cent) at the Review Date or if there shall be no such rate the
corresponding or nearest appropriate rate thereto.
(vii) If upon any such review as aforesaid it shall be agreed or determined
that the rent previously payable hereunder shall be increased the
Landlord and the Tenant shall (if required by the Landlord) forthwith at
any time not later than one year from such
determination or expiration complete and sign a written memorandum
recording the increased rent thenceforth payable.
(viii) In the event of the Landlord being prevented or prohibited in whole or
in part from exercising its rights under this clause and/or obtaining
an increase in the rent on any of the Review Dates by reason of any
Legislation Statute Government Order or Decree or Notice (increase in
this context meaning such increase as would be obtainable disregarding
the provisions of any such legislation and otherwise as aforesaid)
then the date at which the review would otherwise have taken effect
shall be deemed to be extended to permit and require such review to
take place on the first date thereafter upon which such right or
increase may be exercised and/or obtained in whole or in part and when
in part on so many occasions as shall be necessary to obtain the whole
increase (meaning the whole of the increase which the Landlord would
have obtained if not prevented or prohibited as aforesaid) and if
there shall be a partial prevention only there shall be a further
review on the first date or dates as aforesaid notwithstanding the
rent may have been increased in part on or since the date of review
PROVIDED ALWAYS that the provisions of this Sub-clause shall be
without prejudice to the Landlord's rights to review the yearly rents
on the Review Dates as specified in sub-clause (I).
4. THE TENANT HEREBY COVENANTS WITH THE LANDLORD as follows:
PAY RENT AND INSURANCE PREMIUM
(1)(a) To pay the rent and the increased rent hereby reserved on the
days and in manner aforesaid without deduction or set-off.
(b) To pay to the Landlord from time to time on demand on the date or
dates when the Insurance Premium falls due without any deduction
or abatement 33.33% of the amount or amounts expended by the
Landlord for keeping on foot the insurance in accordance with
Covenant 7(4) on the part of the Landlord herein.
(c) To pay to the Landlord on demand fees incurred by the Landlords
Surveyor in determining the reinstatement value of the demised
premises from time to time.
PAY RATES AND OUTGOINGS
(2)(a) From time to time and at all times during the said term to pay
and discharge all rates water rates taxes duties charges
assessments impositions burdens and outgoings of an annual or
recurring nature and also of a non-annual or non-recurring nature
where the same are legally chargeable against the Tenant or
occupier and whether Parliamentary or Local or of any other
description that may be assessed charged or imposed upon the
demised premises or the owner or occupier in respect thereof
(Landlords Capital Taxes only excepted) and to refund to the
Landlord any such amounts paid by it in respect of the demised
premises and pending a separate valuation of the demised premises
to pay to the Landlord by way of additional rent rates at the
poundage from time to time current on a rateable valuation of
L135.00;
(b) To be solely responsible for and promptly pay all charges for
water gas electricity or heat (if any) or any other utility used
or consumed in the demised premises but so that the Landlord
shall not be liable in any event for any interruption or failure
in the supply of any such utilities to the demised premises;
TO COMPLY WITH ENACTMENTS
(3) Subject to all outstanding matters being dealt with by the
landlord prior to commencement at its own expense to do and
execute all such works as are or shall be at any time during the
term under or by virtue of any Act or Acts of Parliament or the
Oireachtas already passed or hereafter to be passed and for the
time being in force or Law of the European Community now or
hereafter to be passed and any instrument directive regulation or
bye-law made
thereunder which has force in the State or by any Local or other
Authority directed or required to be done or executed in respect
of the demised premises or any part thereof whether by the owner
or occupier thereof and to indemnify and keep the Landlord
indemnified against all or any claims demands and liability in
respect thereof.
AGAINST ALTERATIONS
(4) Not without the previous consent in writing of the Landlord which
if granted may be subject to such conditions as the Landlord
thinks fit to erect or to permit or suffer to be erected any new
building upon the demised premises or to make or to permit or
suffer to be made any external or structural alteration in or
addition whatsoever to the demised premises and any such erections
alterations or additions for which consent is granted shall be
carried out in accordance with plans and specifications to be
first approved by and to the satisfaction in all respects of the
Landlord's architects or surveyors and the Tenant shall pay the
reasonable and proper charges of such architects or surveyors and
of the Solicitors to the Landlord for each such consent;
NOT TO AVOID INSURANCE
(5)(a) Not to do or permit or suffer upon or bring or suffer to be
brought on to the demised premises any matter or thing or article
which shall or may cause the policy or policies for the insurance
of the demised premises or of any adjoining or neighboring
premises or of the Development or any part thereof to become void
or voidable or the premium or premiums payable in respect of the
said policy or policies to be increased above the ordinary or
common rate applicable to the demised premises or any adjoining or
neighboring premises or the Development and to repay to the
Landlord all sums paid by way of increased premiums and expenses
incurred by it in or about the continuance or
renewal of such policy or policies rendered necessary by a breach
of this covenant and all such payments shall be added to the rent
hereinbefore reserved and shall be recoverable as rent;
(b) In the event of the demised premises or any part thereof being
destroyed or damaged from or by any of the Insured Risks (as
hereinafter defined) and the whole or part of the insurance money
in respect of the same being irrecoverable by reason solely or in
part of any act or default of the Tenant then and in every such
case the Tenant shall forthwith pay to the Landlord the whole or
(as the case may require) a fair proportion of the cost of
rebuilding and reinstating the demised premises and any other
premises in respect of which the Landlord's Insurance shall be
vitiated by the act or default of the Tenant.
REPAIR MAINTAIN AND KEEP TIDY
(6)(a) Throughout the term well and substantially to repair maintain
and cleanse the demised premises and all additions thereto with
all due diligence (but so that the Tenant shall not be liable
under this covenant for any repairs covenanted to be carried out
by the Landlord under the provisions of this Lease) and to keep
the same well and substantially repaired maintained and cleansed
and to execute all such sanitary and other works as the Local
Authority may from time to time lawfully require to be executed by
the owner or occupier upon or in respect of the demised premises
or any part thereof for any purpose under any statutory provision
in that behalf;
(b) Not to block up obstruct or interfere with the ventilating louvres
situate in the walls and doors of the demised premises (if there
be any);
(c) To keep the demised premises clean and tidy and free from deposits
of material or refuse and not to bring or keep or suffer to be
brought or kept on the demised premises or on the Development or
any part of any of them any dump or rubbish or scrap heap or
anything which in the opinion of the
Landlord is or may become unclean unsightly noisome or offensive
or calculated or liable to detract from the quality amenity or
reputation of the Development or of any adjoining premises or any
of them and so often as it shall be necessary or desirable to
remove from the demised premises and from the Development all such
refuse rubbish and scrap which may accumulate or be there.
TO PAINT
(7) Without prejudice to the generality of the provisions of
paragraphs (a) and (b) of sub-clause (6) of this clause to paint
with two coats at least of good quality paint all the inside parts
of the demised premises as are usually painted in a good and
workmanlike manner such painting of the inside parts to be carried
out not less than once in every third year the last such painting
to be in the year immediately preceding the termination of this
Lease and at the same time with every said inside painting to
paper grain and varnish and colour such parts of the inside of the
demised premises as are usually or have been previously papered
grained varnished or coloured;
TO PERMIT INSPECTION
(8) To permit the Landlord and its agents and workmen with all
necessary appliances to enter upon the demised premises at all
reasonable times after giving reasonable notice to the Tenant for
the purpose of viewing the condition thereof taking a schedule of
the fixtures and fittings therein or of inspecting any works in
progress and upon written notice given by the Landlord to execute
any repairs lawfully required by such notice for which the Tenant
is liable under the provisions hereof and if the Tenant shall not
execute such repairs within two months of the date of the service
upon it of such notice (or if in the opinion of the Landlord there
is any emergency then within such lesser period as may be
practicable but in such event without any delay whatsoever) the
Landlord may itself execute such repairs and the costs incurred by
it in so doing (as certified by the Landlord's surveyors) shall be
paid by the Tenant to the Landlord upon demand and shall be a debt
recoverable from the Tenant by the Landlord in any court of
competent jurisdiction;
TO PERMT LANDLORDS WORKS
(9) To permit the Landlord and all persons authorized by it and the
tenants or occupiers of the Development (the said tenants or
occupiers if authorized in writing by the Landlord) and their
officers employees agents contractors licensees and workmen at all
reasonable times after making a prior appointment (except in case
of emergency) to enter (and if necessary to erect and maintain
scaffolding) upon the demised premises with all necessary
appliances:
(a) to execute repairs alterations painting redecoration or other work
to the demised premises or any adjoining or neighbouring premises
or to the Development.
(b) for the purpose of inspecting repairing renewing cleansing
emptying maintaining or protecting any sewers watercourses
culverts drains gutters conduits water pipes oil pipes and tanks
electric wires and cables gas pipes and telephone wires in under
or over the demised premises in connection with or for the
accommodation of any adjoining or neighbouring premises or the
Development.
In either case the person or persons exercising such rights making good
or paying compensation for any damage (other than consequential loss or
damage) thereby occasioned and causing as little inconvenience and
disturbance as practicable to the Tenant and to the Tenants business;
AGAINST NUISANCE
(10) Not to carry on or permit or suffer to be carried on upon any part
of the demised premises any offensive or noisy trade business
manufacture or occupation or permit or suffer the demised premises
to be used for any illegal
or immoral purposes nor to do or permit or suffer to be done in
or upon the demised premises anything which in the opinion of the
Landlord may be or tend to be a nuisance annoyance disturbance or
damage or in any way interfere with the quiet or comfort of the
occupants of adjoining or neighboring premises or the Development
and to execute all such works as may be necessary for abating any
such nuisance in obedience to a notice lawfully served by a Local
or Public Authority or pursuant to any Court Order or in
obedience to any Notice served by the Landlord and in default
thereof to pay to the Landlord all costs charges and expenses
which may be incurred by the Landlord in abating such nuisance in
respect of the demised premises.
AGAINST EASEMENTS
(11) To use its best endeavors to prevent any easement or right
belonging to or used with the demised premises from being
obstructed or lost and not knowingly to allow any encroachment to
be made or easements to be acquired on under or over the demised
premises and the Development except with the consent of or by the
direction of the Landlord.
SIGNS
(12)(a) Not to paint fix or exhibit or permit or suffer to be painted
fixed or exhibited any advertisement notice sign placard hoarding
name or writing to or upon any part of the exterior of the
demised premises or on or in the windows or external walls of the
demised premises or upon any entrance doors thereof without the
consent in writing of the Landlord (such consent not to be
unreasonably withheld in the case of the Tenant's usual trade
name and fascia of a permanent character) and PROVIDED that in
connection with any such consent which may be given as aforesaid
any necessary consent of the appropriate authorities under any
planning or other legislation be also first obtained by the
Tenant;
(b) Not to hang or place or exhibit or permit or suffer to be hung or
placed or exhibited any goods outside the demised premises or the
entrance doors or display windows of the demised premises or upon
or over any part of the Development.
AERIALS
(13) Not to erect or permit the erection of any television or radio
receiving aerials on the exterior of the demised premises or in
or upon the Development.
RELETTING SIGNS AND VIEWING
(14)(a) To permit the Landlord during the six months immediately
preceding the expiration of the term to affix and retain without
interference to or upon any part of the demised premises (but so
as not unduly to obscure the windows thereof or interfere with
the Tenant's use thereof) a notice for reletting the same and
during the said six months to permit persons with written
authority from the Landlord or its agents at reasonable times of
the day to view the demised premises;
(b) To permit upon reasonable notice at any time during the term
hereof prospective purchasers of or dealers in or agents
instructed in connection with the sale of the Landlord's
reversion or of any interest superior to the term hereof to view
the demised premises without interruption provided the same are
authorized in writing by the Landlord or its agent.
CONVEYANCING ACT NOTICES
(15) To give immediate notice thereof to the Landlord of any notice or
claim affecting the demised premises and to pay all costs charges
and expenses (including Solicitors' costs and surveyors' fees)
incurred by the Landlord for the purpose of or incidental to the
preparation and service of a notice under
Section 14 of the Conveyancing and Law of Property ▇▇▇ ▇▇▇▇
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 Courts;
ALIENATION
(16)(a) Not to assign underlet or part with the possession control or
occupation of nor to franchise the use of part only of the
demised premises;
(b) Not to assign underlet or part with the possession or control or
occupation of nor to franchise the use of the whole of the
demised premises without the consent in writing of the Landlord
first obtained which consent shall not be unreasonably withheld
in the case of a respectable and responsible assignee or
underlessee proof of which is furnished to the Landlord and upon
any such assignment to obtain if the Landlord shall so require an
acceptable Guarantor or Guarantors for any Assignee and subject
to the following provisions or such of them as may be
appropriate, that is to say:-
(I) The Tenant shall prior to any such assignment or underlease apply
to the Landlord and give all reasonable information concerning
the proposed assignee or under-Lessee as the Landlord may
require.
(ii) The Landlord's consent to any such Assignment or underletting
shall be given in writing and the Tenant shall pay the Landlords
reasonable costs in connection with such consent.
(iii) In the case of an under-Lease the same shall be of the entire of
the demised premises at the then current market rent without any
deduction whatsoever and without a fine or premium or at the rent
payable hereunder at the time of the granting of such under-Lease
(whichever is the higher) and the under-Lessee shall
if required by the Landlord enter into a direct covenant with the
Landlord to perform and observe all the covenants (other than
that for payment of the rent hereby reserved) and conditions
herein contained and every such under-Lease shall also be subject
to the following conditions, that is to say that it shall
contain:-
(1) an unqualified covenant on the part of the under-Lessee not
to assign under-Lease or part with or share the possession
of part only of the premises thereby demised;
(2) a covenant on the part of the under-Lessee not to assign the
premises thereby demised without obtaining the previous
consent in writing of the Landlord hereto;
(3) a covenant condition or proviso under which the rent
reserved by the under-Lease shall be reviewed at least every
five years and if every five years the Review Dates therein
shall be the days which are six months after the Review
Dates in this Lease (notwithstanding that this provision may
necessitate a first review before the expiration of five
years from the commencement of the under-Lease) but
otherwise in the same terms as provided in this Lease;
(4) a covenant condition or proviso under which the rent from
time to time payable under such under-Lease shall not be
less than the rent from time to time payable hereunder save
for the six monthly period between the Review Dates of this
and the under-Lease as hereinbefore provided;
(5) covenants and conditions in the same terms as nearly as
circumstances admit as those contained in this Lease.
NOTICE OF ASSIGNMENT
(17) Within one calendar month after the execution of any assignment
transfer underlease or the devolution of the demised premises to
give notice in writing with particulars to the Landlord's
Solicitors and to produce to them with such notice such
assignment or transfer or the counterpart of such underlease or
the probate or letters of administration or other instrument
under which such devolution arises and leave the same with them
for the period of fourteen days for registration and pay to them
a reasonable fee for the registration of each such deed or
document.
DISCLOSURE OF NOTICES
(18) Upon receipt of any notice order requisition direction or other
thing from a competent authority affecting or likely to affect the
demised premises (whether the same shall be served directly on the
Tenant or the original or a copy thereof be received by the Tenant
from any person whatsoever) forthwith to deliver to the Landlord a
copy thereof and so far as the same or the Act regulations or
other instrument under and by virtue of which it is issued or the
provisions thereof require the Tenant so to do to comply therewith
at its own expense;
USER
(19)(a) Not to use or occupy the demised premises or any part thereof or
permit the same to be used or occupied for any other purpose than
as offices nor in any manner inconsistent with such user or
occupation except with the consent in writing of the Landlord
(such consent not to be unreasonably withheld) but in considering
and giving such consent the Landlord shall be entitled to have
full regard to the principles of good estate management and the
interests of the tenants or occupiers of other premises in the
Development and the Landlord shall be entitled to refuse such
consent where the change of use would
substantially increase the rate of insurance in respect of the
demised premises or the Development or nearby or adjoining
premises and so that nothing herein shall be deemed to be a
warranty on the part of the landlord that the Tenant shall have
the exclusive or preferential right to carry on the said retail
trade or business in the Development or prevent the Landlord at
the Landlord's sole discretion from permitting the same or a
similar user to be carried on in other Units of the Development
or in areas therein in the possession of the Landlord or
ancillary or associated Companies of the Landlord.
(b) Not to permit or suffer anyone to sleep in the demised premises
and not to use or permit or suffer the use of the same or any
part thereof for residential purposes or as licensed premises for
the sale of excisable or intoxicating liquors or as an amusement
arcade or bingo hall or any similar user.
(c) Not to use the demised premises or any part thereof or permit or
suffer the same to be used for gaming or for the purpose of any
betting transaction within the meaning of the Betting ▇▇▇ ▇▇▇▇
(and any statutory modification or reenactment thereof for the
time being in force) with or between persons resorting to the
demised premises and not to make or permit or suffer to be made
any application for a betting office licence in respect of the
demised premises or any part thereof,
(d) Not to have or permit any sale by auction in or upon the demised
premises or any part thereof;
MACHINERY OVERLOADING AND INFLAMMABLE GOODS
(20)(a) Not (except so far as the same shall be ancillary to the
permitted user of the demised premises and the installation or
use of the same shall not amount to a breach of any other
provision herein) to erect or install or use in or upon any
part of the demised premises any steam gas electric or other
engine or machinery of any kind.
(b) Not to do or permit or bring in or upon the demised premises
anything which may throw on the demised premises or any adjoining
premises any weight or strain in excess of that which such
premises are capable of bearing with due margin for safety and in
particular not to overload the floors or the electrical
installations or the other services of in or to the demised
premises nor suspend any excessive weight from the ceilings or
walls, stanchions or the structure thereof. The Tenant shall seek
professional advice at the Tenants own expense to ensure that
there shall not be an infringement of this covenant.
(c) Not to have store or keep upon the demised premises or any part
thereof any substance of an explosive or of an inflammable or
dangerous nature or such as might increase the risk of fire or
explosion or which might attack or in any way injure by
percolation corrosion or otherwise the demised premises or any
adjoining premises or the keeping or use whereof may contravene
any statutory or local regulation or bye-law and in particular
without prejudice to the generality of the foregoing not to keep
portable gas appliances for use on the demised premises.
PLANNING ACTS
(21) In relation to the Planning Acts (by which expression it is
intended herein to designate the Local Government (Planning and
Development) Acts, 1963 to 1993, and any statutory modification
or re-enactment thereof for the time being in force and any
Regulations or Orders made thereunder):-
(a) Not to do or omit or permit to be done or omitted anything on or
in connection with the demised premises the doing or omission of
which shall be a contravention of the Planning Acts, or of any
notices, orders, licences, consents, permissions and conditions
(if any) served, made, granted or imposed thereunder or under any
enactment repealed thereby and to indemnify (as well after the
expiration of the term by effluxion of time or otherwise as
during its continuance) and keep indemnified the Landlord against
all actions, proceedings, damages, penalties, costs, charges,
claims and demands in respect of such acts and omissions or any
of them and against the costs of any application for Planning
Permissions and the works and things done in pursuance thereof.
(b) In the event of the Landlord giving written consent to any of the
matters in respect of which the Landlord's consent shall be
required under the provisions of this Lease or otherwise and in
the event of permission from any Planning Authority under the
Planning Acts being necessary for any additions, alterations, or
changes in or to the demised premises or for the change of user
thereof or for any "Development" as defined in the Planning Acts
to apply at the cost of the Tenant to the Local Planning
Authority for all consents and permissions which may be required
in connection therewith and to give notice to the Landlord of the
granting or refusal (as the case may be) of all such consents and
permissions forthwith on the receipt thereof.
(c) To give notice forthwith to the Landlord of any Notice Order or
Proposal for a Notice or Order served on the Tenant under the
Planning Acts or if so required by the Landlord to produce the
same and at the request of the Landlord and the cost of the
Tenant to make or join in making such objections or
representations in respect of any proposals as the Landlord may
require.
(d) To comply at its own cost with any notices or orders served on
the Tenant and to comply with all conditions attached to any
permission granted under the provisions of the Planning Acts.
(e) If and when called upon to do so to produce to the Landlord or
its surveyors all such plans, documents and other evidence as the
Landlord may reasonably require in order to satisfy itself that
the provisions of this sub-clause have been complied with in all
respects.
INSURE GLASS
(22) To insure and keep insured the glass in the demised premises in
the names of the Landlord and the Tenant in the full
reinstatement cost thereof and if required to produce the policy
and the receipt for the latest premium to the Landlord.
TO INDEMNIFY AGAINST CLAIMS
(23) To take out and maintain at all times during the term hereby
granted a Policy of Insurance covering Public and Employers
liability in respect of and covering the liability of the
Landlord or its Agents and the Tenant in respect of the demised
premises in an amount of not less than IRL1,000,000.00 (One
Million Pounds) to be adjusted from time to time as the Landlord
deems necessary and to produce said Policy and the receipt for
payment of the last premium thereon to the Landlord on demand and
to indemnify and keep indemnified the Landlord against all and
any actions expenses costs claims damages and other liabilities
whatsoever in respect of the injury or death of any person or
damage to any property howsoever arising and in particular
without prejudice to the generality of the foregoing arising
directly or indirectly out of:
(a) The state of repair or condition of the demised premises.
(b) The making or exercising of any alteration to the demised
premises or state of repair or condition of such alteration.
(c) The user of the demised premises.
(d) Any work carried out or in the course of being carried out
on the demised premises.
(e) Anything now or hereinafter attached to or projecting from
the demised premises or any other cause whatsoever.
FIRE REQUIREMENTS
(24)(a) Subject to all matters being in order prior to commencement
herein at all times during the said term to comply with all the
recommendations or requirements of the appropriate authority and
the insurers of the Development whether notified or directed to
the Landlord or the Tenant in relation to fire precautions and in
particular the provision of fire screens and to comply with all
the regulations from time to time made by the Landlord in
relation to fire precautions and to indemnify the Landlord
against any costs and expenses in complying with any such
requirement or recommendation and will not obstruct the access to
or means of working any apparatus and appliance for that purpose
for the time being installed in the demised premises.
(b) If required by the Landlord for the purposes of safety or to
comply with the recommendations or requirements of the Insurers
of the Development to pay to the Landlord on demand the cost of
providing and installing portable fire extinguishers fire hose
reels or similar devices or at the Landlord's option to instal
same at the Landlord's direction and at the Tenant's expense.
(c) In the event of the demised premises or any part thereof being
damaged or destroyed by any of the Insured Risks to give
immediate notice to the Landlord.
NOT TO OBSTRUCT PIPES
(25) Not to stop up or obstruct or permit or suffer to be stopped up
or obstructed or to suffer any oil grease or other noxious or
harmful matters or substances to enter the drains sewers gutters
pipes channels and watercourses of the demised premises or of the
Development and to employ such method for treating any
deleterious effluent that may reasonably be required by the
Landlord or be required by the Local Authority before permitting
such effluent to enter any such drains sewers gutters pipes
channels and watercourses;
NOT TO OBSTRUCT COMMON PARTS
(26)(a) Not to stand or place or permit or suffer to be placed or
deposited on the Common Parts or on any part thereof any goods
machines display case board or article of any description
whatsoever or obstruct any part of the Development in any way
whatsoever but at all times to keep the same free and
unobstructed;
(b) Not to allow its Employees, Directors, Agents, Servants or
Suppliers to park their cars or other vehicles or otherwise to
make use of or obstruct the car park or parking facilities within
the Development;
TO OBSERVE RULES
(27) To observe and perform the Rules and Regulations set out in the
Third Schedule hereto and all and any amendments and additions
thereto made by the Landlord from time to time under the
provisions of sub-clause (5) of Clause 9 hereof;
(28) To keep the ladies and gents toilets the hallway and the entire
lobby at ground floor level of ▇▇▇▇▇▇▇ House (standing on the
Development) clean and in a neat and tidy condition at all times.
TO PAY STAMP DUTY AND V.A.T.
(29) To pay the Stamp Duty on the original and counterpart of this
Lease and also all Value Added Tax (or any tax of a similar nature
that may be substituted for it or levied in addition to it)
arising on the creation of this Lease or chargeable in respect of
any payment made by the Tenant under any of the provisions of or
in connection with this Lease.
TO YIELD UP
(30) To yield up the demised premises with the Landlord's fixtures and
fittings and additions and improvements thereto at the expiration
or sooner determination of the term (howsoever the same may be
determined) in such good and substantial repair and condition as
is at present and always in such a state of repair and condition
as shall be in accordance with the continued performance and
observance of the Tenant's covenants herein contained.
5. IT IS HEREBY AGREED AND DECLARED that so far as the same shall not be or
become the responsibility of the Local Authority or be or become
separately demised from time to time the Common Parts shall at all times
be subject to the exclusive control and management of the Landlord and in
particular:-
(a) the Landlord shall have the right to install maintain and operate
lighting heating ventilating and air-conditioning apparatus and
equipment serving the Common Parts and to police and procure the
policing of the same but may for reasonable and proper cause from
time to time change the area level location and arrangement of the
Common Parts and restrict parking and make parking charges;
(b) the Landlord may close or restrict all or any portion of the
Common Parts to such extent as may be legally sufficient to
prevent a dedication thereof or the accrual of any rights to any
person or the public therein and may close or restrict temporarily
all or any of the Common Parts for the purpose of repairing
renovating and replacing cleansing and maintaining the same;
6. THE TENANT FURTHER COVENANTS WITH THE LANDLORD as follows:
(1) From time to time and at all times during the term hereby granted
to repay to the Landlord forthwith upon demand as hereinafter
provided a charge (hereinafter called "the Service Charge") being
33.33% of all costs and expenses which are from time to time or at
any time hereafter during the term expended incurred or payable or
to be so expended incurred or paid by the Landlord (computed upon
the basis of providing an indemnity to the
Landlord) in respect of the items set out in the Second Schedule
hereto together with any value added or other tax thereon;
(2) The amount of the Service Charge shall be ascertained and
certified by a certificate (hereinafter called "the certificate")
signed by the Landlord's auditors or accountants or managing
agents (at the discretion of the Landlord) acting as experts and
not as arbitrators annually and so soon after the end of the
Landlord's financial year as may be practicable and shall relate
to such year in manner hereinafter mentioned;
(3) The expression "the Landlord's financial year" shall mean the
period from the 1st day of January in each year to the 31st day of
December of that same year or such other annual period as the
Landlord may at its discretion from time to time determine as
being that in which the accounts of the Landlord either generally
or relating to the Development shall be made up;
(4) A copy of the certificate for each such financial year shall be
supplied by the Landlord to the Tenant on written request and
without charge to the Tenant;
(5) The certificate shall contain a summary of the Landlord's said
costs and expenses incurred by the Landlord during the Landlord's
financial year to which it relates together with a summary of the
relevant details and figures forming the basis of the Service
Charge and the certificate (or a copy thereof duly certified by
the person by whom the same was given) shall be conclusive
evidence for the purposes hereof of the matters which it purports
to certify;
(6) The expression "the costs and expenses incurred by the Landlord"
as hereinbefore used shall be deemed to include not only those
costs and expenses hereinbefore described which have been actually
disbursed incurred or made by the Landlord during the year in
question but also such reasonable part of all such costs and
expenses hereinbefore described which are of a periodically
recurring nature (whether recurring by regular or irregular
periods) whenever disbursed incurred or made and whether prior to
the commencement of the term or otherwise including a sum or sums
of money by way of reasonable provision for anticipated
expenditure in respect thereof as the Landlord or its auditors or
accountants or managing agents (as the case may be) may in their
discretion allocate to the year in question as being fair and
reasonable in the circumstance;
(7) The Tenant shall if required by the Landlord with every quarterly
payment of rent reserved hereunder pay to the Landlord such sum
in advance and on account of the Service Charge as the Landlord
or its auditors or accountants or managing agents (as the case
may be) shall specify at their discretion to be a fair and
reasonable interim payment.
(8) As soon as practicable after the signature of the certificate the
Landlord shall furnish to the Tenant an account of the Service
Charge payable by the Tenant for the year in question due credit
being given therein for all interim payments made by the Tenant
in respect of the said year and upon the furnishing of such
account showing such adjustment as may be appropriate there shall
be paid by the Tenant to the Landlord the amount of the Service
Charge as aforesaid or any balance found payable or there shall
be allowed by the Landlord to the Tenant any amount which may
have been overpaid by the Tenant by way of interim payment as the
case may require;
(9) IT IS HEREBY AGREED AND DECLARED that nothing in this Clause or
these presents contained shall disable the Landlord from
maintaining an action against the Tenant in respect of
non-payment of any such interim payment as aforesaid
notwithstanding that the Certificate had not been signed at the
time of the Proceedings.
(10) PROVIDED ALWAYS and notwithstanding anything herein contained it
is agreed and declared as follows:
(a) That in regard to the commencement of the term hereby granted the
Service Charge shall be duly apportioned in respect of the period
from the date on which the first payment of rent shall fall due
hereunder to the ensuing day of
and not in respect of the period from the date of commencement of
the term to such ensuing day of
(b) That the provisions of sub-clause (8) of this Clause shall
continue to apply notwithstanding the expiration or sooner
determination of the term hereby granted but only in respect of
the period down to such expiration or sooner determination of the
term.
7. THE LANDLORD HEREBY COVENANTS WITH THE TENANT as follows:
(1) The Tenant paying the rent hereby reserved and observing and
performing the several covenants and stipulations herein on its
part contained shall peaceably hold and enjoy the demised
premises during the term without any interruption by the Landlord
or any person rightfully claiming under or in trust for it;
(2) To keep the Common Parts and the pipes and wires water gas
drainage electricity services and the lift in the Common Parts in
good and substantial repair and condition so far as such services
are not maintainable by a statutory undertaker or maintained at
public expense;
(3) The Landlord will use its best endeavours (subject to the receipt
by the Landlord of the Service Charge from the Tenant throughout
the term) to provide and carry out or procure the provision and
carrying out of the services particulars of which are set out in
the third paragraph of the Second Schedule hereto provided that
(without affecting the generality of the provisions of this
sub-clause) the Landlord shall not be liable for any failure or
omission at any time or from time to time during the term hereby
granted to provide supply or procure any or all of the said
services if it shall be prevented hampered or restricted in any
way from so doing by virtue of strikes lock-outs non-availability
of or restrictions upon supplies or materials or labour or other
services weather conditions inevitable accident emergency act of
God or any cause whatsoever or howsoever arising and not within
the control of the Landlord provided always that the Landlord
shall be entitled to cease to
provide any such service if in the opinion of the Landlord it
shall cease to be for the benefit of the Tenant or has become due
to technological change obsolete or redundant and provided always
that in the event of the Landlord being able to provide the
relevant services, the service charge shall be suspended during
the period that the services are not available.
(4) Subject to the Landlord being able to effect insurance against
any one or more of the risks hereinafter specified and subject to
reimbursement of the appropriate insurance premium as provided by
Clause 4(l)(b) hereof to insure in the name of the Landlord the
Development and the demised premises and all Landlord's fixtures
and fittings therein and thereon excluding glass and to keep the
same insured in the full reinstatement cost (to be determined
from time to time by the Landlord or its surveyors) and including
an inflationary factor against damage by fire, explosion,
lightning, impact, earthquake, aircraft, flood, storms and
tempest, riot and civil commotion and malicious damage or
bursting or overflowing of water tanks, apparatus and pipes and
including demolition, site clearance expenses, architects and
other fees and taxes in relation to the reinstatement of the
Development and the demised premises and three years loss of rent
and the service charge and all stamp duties and V.A.T. exigible
on any building or like contract as may be entered into relative
to the re-construction, reinstatement or repair of the
Development and the demised premises or any part thereof
resulting from the destruction, loss or damage thereof or thereto
from any of the perils aforesaid and public liability and
employers liability and against such other risks as the Landlord
may from time to time in its absolute discretion consider prudent
and desirable (all such perils and risks for the time being so
covered by insurance hereinafter called `the insured risks") and
such risks may be covered by any policy or policies of insurance
as the Landlord may consider appropriate PROVIDED HOWEVER that
the Landlord shall not be responsible to the Tenant its servants
agents licensees invitees or visitors for any injury death damage
destruction financial or consequential loss whether to person or
property due to the state and condition of the Development or the
demised premises or any part thereof or due to any act or default
of any agent servant ▇▇▇▇▇▇▇ or other person authorized by the
Landlord to enter the Development or the demised premises save to
the extent to which the same may be insured against by the
Landlord pursuant to the terms of this Lease.
(5) In case the Development or the demised premises or any part
thereof shall be destroyed or damaged by fire or from any of the
insured risks then (subject to the Landlord obtaining Planning
Permission and all other necessary pertinent licences and
approvals) to reinstate the Development and the demised premises
substantially in accordance with its existing plan and elevation
and as often as shall happen to lay out all monies received in
respect of such insurance as aforesaid as soon as practicable in
or upon rebuilding, repairing or reinstating the Development and
the demised premises in a good and substantial manner unless the
relevant policy shall have been vitiated or rendered less than
fully effective by any act, neglect, default or omission on the
part of the Tenant and without being required to make up any
deficiency out of its own monies.
8. IT IS HEREBY AGREED AND DECLARED as follows:
(1) The demised premises are held subject to all rights of light and
air and all other easements or rights (if any) now enjoyed by the
adjoining or neighbouring lands buildings and properties over the
demised premises;
(2) The Tenant shall not be entitled to any right of access or light
or air or other easements or rights to any building for the time
being comprised herein which would restrict or interfere with the
user of any adjoining or neighbouring land for building or for
any other purpose;
9. PROVIDED ALWAYS AND IT IS HEREBY EXPRESSLY AGREED as follows:
(1) If the said yearly rent or the Service Charge or other
contributions hereby reserved or any part thereof shall at any
time be in arrear and unpaid for fourteen days after the same
shall have become due (whether any formal or legal demand therefor
shall have been made or not) or if the Tenant shall at any time
fail or neglect to perform or observe any of the covenants
conditions or agreements herein contained and on its part to be
performed and observed or if the Tenant while the demised premises
or any part thereof shall remain vested in it shall enter into
liquidation whether compulsory or voluntary (not being a voluntary
liquidation for the purpose of amalgamation or reconstruction) or
permit any execution to be levied on the demised premises or
(being an individual) shall become bankrupt or compound with his
creditors then and in any such case it shall be lawful for the
Landlord or any person or persons duly authorized by it 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 this Lease had not been made without
prejudice to any right of action or remedy of the Landlord in
respect of any antecedent breach of any of the covenants by the
Tenant hereinbefore contained;
(2) In the event of the demised premises being damaged or destroyed by
any of the risks from time to time insured against by the Landlord
so as to be unfit for occupation and use then (unless the
insurance monies shall be irrecoverable in whole or in part by
reason solely or in part of any act neglect default or omission of
the Tenant) the rent hereby reserved and the Service Charge or
fair proportions of both according to the nature and extent of the
damage sustained shall be suspended until the demised premises
shall again be rendered fit for occupation and use or for the
period of three years from the date of such destruction or damage
whichever is the shorter and in the event of any dispute
concerning the provisions of this sub-clause the same shall be
determined by a single arbitrator in accordance with the
provisions of the
Arbitration Acts 1954 and 1980 or any statutory modification or
re-enactment thereof for the time being in force;
(3) Any Notice under this Lease shall be in writing. Any Notice to the
Tenant shall be sufficiently served if signed by the Landlord or
its Agent for the time being and handed to the Tenant or left at
or affixed to the demised premises or any part thereof or sent by
Registered or Recorded Post to the registered office of the Tenant
in Great Britain or Northern Ireland or Republic of Ireland. Any
Notice by the Tenant to the Landlord shall be sufficiently served
if handed to the Landlord or its Agent for the time being or sent
by Registered or Recorded Post to the Landlord at its registered
office or its Agent (at its principal place of business) for the
time being. A Notice sent by post shall be deemed to have been
given forty-eight hours after the time of posting to the address
to which it was sent.
(4) Except in relation to Clause 3 hereof or where the provisions of
this Lease provide for a determination by the Landlord or its
architects auditors accountants agents or surveyors to be final
and conclusive as against the Tenant or where the same relate to
forfeiture of this lease or relief from forfeiture or matters
related thereto all cases of dispute or difference arising out of
or touching upon the rights duties or liabilities of the parties
under this Lease shall be referred to the determination of a
single arbitrator to be agreed upon by the parties or failing
agreement to a person nominated by the President of the
Incorporated Law Society of Ireland upon the application of either
party and the Arbitration shall be conducted in manner provided by
the Arbitration Acts 1954 and 1980 or any statutory modification
or re-enactment thereof for the time being in force. The reference
to the President shall include the duly appointed Deputy of the
President or any person authorized by the President to make
appointments on his behalf.
(5) The Landlord shall have the right from time to time to amend and
add to the Rules and Regulations set out in the Third Schedule
hereto in such manner as the Landlord shall consider to be in the
best interests of the Development.
10. The Plans annexed hereto and the details shown thereon shall be for the
purpose of identification only and no warranty or condition expressed or
implied shall be given or be deemed to be given in respect of such Plans
or the details shown thereon or any matter or thing shown thereon or
referred to.
INTERPRETATION
11. In this Indenture where the context so admits the words importing the
neuter gender only shall include the masculine or feminine gender as
appropriate and vice versa and words importing the masculine gender only
shall include the feminine gender and words importing the singular number
only shall include the plural number and vice versa and where the Tenant
shall from time to time be or consist of two or more individuals the
covenants herein expressed to be made by the Tenant as the case may be
shall be deemed to be made by such individuals jointly and severally.
Any reference herein contained to an enactment or to a series of
enactments shall be deemed to include any enactment from time to time
extending, amending repealing, replacing or continuing the same or any
order regulation instrument direction scheme or permission made under it
or deriving validity from it.
HEADER NOTES TO AFFECT CONSTRUCTION
12. The Header notes hereof shall not affect the construction of these
presents.
NO WARRANTY
13. Nothing in this Lease contained shall be deemed to constitute any
warranty by the Landlord that the demised premises or any part thereof
are authorized under the Planning Acts or otherwise for use for any
specific purpose.
BREAK CLAUSE
14. The Tenant shall have the option of surrendering this Lease on the 27th
day of February 2001 on giving unto the Landlord at least one years
notice in writing of its intention to vacate the demised premises
expiring on that date such notice to be served not earlier than 1st
December 1999 and not later than the 1st March 2000. In the event of the
Tenant serving such a notice the Landlord shall accept vacant possession
of the demised premises from the Tenant on the 27th February 2001
whereupon this Lease shall be at an end but without prejudice to the
right of the Landlord to proceed on foot of any antecedent breach of
covenant.
IT IS HEREBY CERTIFIED that the premises hereby demised are situate in the
Borough of Dun Laoghaire.
IT IS HEREBY FURTHER CERTIFIED that the transaction hereby effected does not
form part of a larger transaction or of a series of transactions in respect of
which the amount or value or the aggregate amount or value of the consideration
(other than rent) exceeds IRL5,000.00.
AND IT IS HEREBY FURTHER CERTIFIED that for the purposes of the stamping of this
instrument that this is an instrument to which the provisions of Section 112 of
the Finance Act, 1990 do not apply for the reason that the premises comprise
office premises.
AND IT IS HEREBY FURTHER CERTIFIED for the purposes of Section 29 of the
Companies Act, 1990 that the Landlord and the Tenant are not bodies corporate
connected with one another in a manner which would require this transaction to
be ratified by resolution of either.
IN WITNESS whereof the parties hereto have caused their respective Common Seals
to be hereunto affixed the day and year first herein WRITTEN.
FIRST SCHEDULE
PART I
DEMISED PREMISES
ALL THAT the Ground Floor Offices being portion of the Development known or to
be known as Temple Road, Blackrock in the County of Dublin as is more
particularly delineated and shown for the purpose of identification only on the
plan annexed hereto and thereon edged red and which premises include:-
(a) the internal plaster surfaces and finishes of all structural or load
bearing walls and columns therein or which enclose the same, but not any
other part of such walls and columns;
(b) the entirety of all non-structural or non-load bearing walls and columns
therein or which enclose the same;
(c) the inner half severed medially of the internal non-load bearing walls
(if any) that divide the same from other parts of the building on the
Development;
(d) the floor finishes thereof save that the lower limit of the Demised
Premises shall not extend to anything below the floor finishes (except
that the cavity above any suspended ceilings shall be included);
(e) the ceiling finishes thereof, including all suspended ceilings (if any)
and light fittings save that the upper limit of the Demised Premises
shall not extend to anything above the ceiling finishes (except that the
cavity above any suspended ceilings shall be included);
(f) all window frames and window furniture and all glass in the windows and
all doors, door furniture and door frames;
(g) all sanitary and hot and cold water apparatus and equipment and the
radiators (if any) therein and all fire fighting equipment and hoses
therein;
(h) all Conduits therein and exclusively serving the same.
PART II
EASEMENTS, RIGHTS AND PRIVILEGES GRANTED
1. All Landlord's fixtures and fittings in and about the demised premises,
and
2. The right of ingress, egress and regress at all times during the business
hours of 8.00 a.m. to 6.30 p.m. on Mondays to Fridays (Christmas Day and
Bank Holidays excepted) and at such other times as shall be agreed by
prior special arrangement with the Landlord through the Common Parts
leading to the demised premises;
3. The use at the times aforesaid by employees and visitors of the Tenant of
2 (two) car-parking spaces in the car park area as shown colored yellow
on the plan attached hereto (but so that the Landlord shall be under no
liability in respect of any loss or damage to any vehicle or the contents
of any vehicle in such car-parking spaces);
4. The right of free passage and running of water and soil and other
effluent in and through the sewers drains and channels made or to be made
through or under the Development;
5. The free and uninterrupted passage of water and air through the central
heating and/or air-conditioning apparatus;
6. The right of passage of gas electricity air smoke or other effluvia to
and from the demised premises through the pipes wires telephone and
telegraph cables ducts flues and conduits (if any) passing along or
through or over upon or under the Development and the adjoining premises
of the Landlord.
7. The right of support shelter and protection for the demised premises from
the adjoining or neighboring premises and all other parts of any building
erected or to be erected of which the demised premises may form part as
are at present enjoyed or intended to be enjoyed by the demised premises.
8. Full and free right and liberty for the Tenant its tenants employees and
duly authorized agents upon reasonable notice to enter upon other
premises comprised in the Development so far as may be reasonably
necessary for the purpose of repairing or maintaining the demised
premises or otherwise performing the Tenant's obligations hereunder the
tenant in the exercise of such rights doing as little damage as possible
to such other premises and forthwith making good any damage thereby
occasioned.
And so that all such easements rights and privileges in this Schedule
granted shall be enjoyed in common with the Landlord and all other
persons thereto entitled.
PART III
EXCEPTIONS AND RESERVATIONS
Except and reserved unto the Landlord and the lessees and tenants of the
Development and all other persons at any time authorized by them or any of them
or otherwise entitled to the same rights as follows:
Full right and liberty to vary or permit the variation of the present or any
future scheme layout or use of the Development and without derogating from the
generality of the foregoing:-
(1) Full right and liberty to build upon the demised premises or to build
upon or to extend in height or otherwise buildings from time to time
standing on any land adjoining or adjacent to the demised premises or any
building or any part thereof of which the demised premises form part
notwithstanding that the access of light and air to the demised premises
and the lights windows and openings thereof may be affected;
(2) Full right and liberty from time to time to change vary reduce or add to
the area extent level location and arrangement of the Common Parts and of
the improvements and amenities provided by the Landlord and to restrict
parking and to close off part or parts of any areas designated from time
to time for car parking and to construct buildings or other erections
thereon or on any part or parts of the Development and to close
temporarily all or any of the said Common Parts and improvements and
amenities for the purpose of
preparing renovating and replacing cleansing and maintaining the same
taking at all times proper account of the reasonable interests of the
tenant and other tenants in the Development and in accordance with the
principles of good estate management.
(3) The full and free right and liberty of running of water and soil gas and
electrical energy the flow of air and the free passage of smoke or other
effluvia from and to the Development and the adjoining premises of the
Landlord and the buildings now or hereafter to be erected in the
Development through the gutters pipes sewers drains wires telephone and
telegraph cables conduits ducts flues and watercourses now or at any time
during the term in or over or upon or under or passing along or through
the demised premises and to enter upon the demised premises and to instal
and make connection with such gutters pipes sewers drains wires telephone
and telegraph cables conduits ducts flues and watercourses or any of them
for the purpose of exercising the said right of running of water and soil
gas electrical energy flow of air and free passage of smoke or other
effluvia the person or persons exercising such rights making good any
damage to the structure of the demised premises thereby occasioned;
(4) Full right and liberty at all reasonable times to enter upon the demised
premises with or without appliances and workmen and others as often as
may be necessary to view the state and condition of and to repair and
maintain the demised premises and clean alter renew remove or instal such
gutters pipes sewers drains wires conduits ducts flues and watercourses
serving the demised premises and adjoining premises and the Development
(including the right if necessary to erect and maintain scaffolding) the
persons exercising such rights ensuring that inconvenience is limited as
far as practicable and that access to the demised premises is not as far
as practicable unduly obstructed;
(5) The full rights of support and of shelter and protection to adjoining
premises and all other parts of the building of which the demised
premises form part and of the Development as are at present enjoyed from
the demised premises;
(6) The full right and liberty to enter upon the demised premises at any time
during the term hereby granted in order to build on or into any party or
other walls of the demised premises the person or persons exercising such
rights making good all damage to the structure of the demised premises
thereby occasioned;
(7) The right to build or instal or to continue building or installing (and
thereafter to maintain) buildings erections structures signs and fixtures
on the Common Parts or on any part of the Development and/or upon into or
projecting over or under or taking support from the demised premises or
the building of which the demised premises form part PROVIDED that such
buildings and erections and structures and signs and fixtures shall not
become nor form part of the demised premises.
But so that the tenant shall not be entitled to any compensation
whatsoever in respect of the exercise by the Landlord its agents or any
of the persons thereto entitled of any of the rights hereby excepted and
reserved.
SECOND SCHEDULE
PARTICULARS OF COMPONENTS OF SERVICE CHARGE.
1. The costs of the insurances which the Landlord shall incur in providing
the services herein set out.
2. The costs of the repairs decorations and other works which the Landlord
covenants to effect in this Lease.
3. The total costs and expenses incurred in managing operating repairing
renovating cleaning maintaining and replacing the Common Parts and
specifically including but without prejudice to the generality of the
foregoing--
(a) gardening landscaping and line painting;
(b) lighting heating ventilation and air-conditioning (including
central heating);
(c) sanitary and health control and cleaning and the removal and
disposal of refuse;
(d) providing staff and personnel for carrying out duties in respect
of the operation and maintenance of the Development and the Common
Parts and providing residential or other accommodation for them
and providing repairing and maintaining an office situate at or
near the Development and other accommodation used solely for the
purpose of the Development.
(e) the policing control and security of the Development;
(f) depreciation and provision for replacement (whether by way of an
annual sinking fund or otherwise at the discretion of the
Landlord) of machinery equipment plant apparatus and things
forming part of or used in the operation and maintenance of the
Common Parts;
(g) the provision and maintenance of fire fighting equipment;
(h) the cost of management (including the collection of rent and
service charge) and of employing management agents and the cost of
employment of accountants auditors and surveyors to determine the
amount of the Service Charge;
(l) any legal costs and expenses incurred in the course of managing
operating and maintaining the Development and the Common Parts and
enforcing any covenants conditions and regulations with respect
thereto or complying with or otherwise taking action on any
notices or orders in respect of the Development or the Common
Parts;
(j) all rates taxes charges impositions and outgoings whatsoever
whether parliamentary local or of any other description which may
be assessed charged or imposed or payable on or in respect of the
whole or any part of the Development or the Common Parts so far as
such payments are not the liability of or recoverable from the
Tenant or any other tenant in the Development;
(k) Providing such reception and security staff for the reception area
and the common areas as may from time to time appear appropriate
to the Landlord
(l) Value Added Tax on all sums payable pursuant to the provisions of
this Schedule.
THIRD SCHEDULE
RULES AND REGULATIONS
(1) The demised premises shall not be used in any manner inappropriate to a
high class office.
(2) No live animals shall be kept in the demised premises.
(3) Nothing shall be deposited and no refuse shall be thrown outside the
demised premises and all refuse and waste shall be deposited by the
tenant in a compactor or area designated by the landlord from time to
time for this purpose.
(4) No paraffin oil or liquid or solid fuel heater shall be used in the
demised premises.
(5) No dangerous or offensive goods shall be stored or kept in the demised
premises.
(6) The Tenant shall keep on the demised premises in compliance with the
Landlord's and Insurers reasonable requirements and legal requirements
(if any) fire fighting and extinguishing apparatus which shall be open to
the inspection of the Landlord and Insurers and shall not obstruct or
permit or suffer to be obstructed the access to or means of working such
apparatus and appliances or any means of escape.
(7) No fuel shall be burned in the demised premises and the Tenant shall
comply in all respects with the requirements of any smoke control order
for the time being in force in the area in which the demised premises are
situate.
(8) No loudspeakers televisions sets radios or other devices shall be used in
a manner so as to be heard outside the demised premises.
(9) The Tenant shall keep the demised premises at a temperature sufficiently
high to prevent freezing of water in pipes and fixtures.
(10) The plumbing facilities shall not be used for any other purposes than
that for which they are constructed and no foreign substance of any kind
shall be thrown therein.
(11) The Tenant shall not burn any refuse of any kind or any other material in
or about the demised premises or the Development.
(12) The Tenant shall give immediate notice to the Landlord in case of fire or
accident or defects in the demised premises.
(13) The Tenant shall use its best endeavours to ensure that persons having
recourse to the Development shall observe any regulations or instructions
made or given by the Landlord with regard to the parking of vehicles in
the car parking or other areas of the Development.
PRESENT when the Common Seal
of THE LANDLORD was affixed
hereto:
PRESENT when the Common Seal
of THE TENANT was affixed
hereto:
