LEASE CONTRACT (unprotected) Made and entered at Timorim on the 1st day of March, 2006
LEASE
CONTRACT
(unprotected)
Made
and entered at Timorim on the 1st
day of March, 2006
| Between: | TIMORIM MOSHAV
SHITUFI FOR
AGRICULTURAL SETTLEMENT LTD.
Cooperative
Society ▇▇-▇▇▇▇▇▇-▇
hereinafter
referred to as: “the
Moshav”
or
“the
Lessor”
|
|||
|
of
the one
part
|
||||
|
And:
|
|
COLUMBUS LTD. Pvte. Co. 513525246 | ||
|
of
Moshav Timorim
hereinafter
referred to as: “Lessee”
|
||||
|
of
the other
part
|
||||
|
WHEREAS
|
The
Lessor owns rights to offices located in part of the third floor
of a
total area of about 120 sq.m. in a 3-story building located close
to and
north of the entry road to the Moshav which is known as Parcel __
Block
__, in accordance with a leasehold contract from the Israel Lands
Administration (hereinafter: “the
Leased Premises”);
|
|
A
drawing - in which the area of the Leased Premises is marked - is
attached
to this Agreement as an integral part hereof;
and
|
|
WHEREAS
|
The
Lessee wishes to take the Leased Premises on hire from the Lessor,
and the
Lessor agrees to let the Leased Premises to the Lessee in accordance
with
the contents of this Agreement;
|
|
WHEREAS
|
The
Lessee has not paid, is not paying and will not pay key money in
any form
in respect of the Leased Premises, and the Lessee declares that it
is
aware that the lease under this Agreement will not be protected pursuant
to the tenants protection laws and the provisions of the Tenants
Protection Law (Consolidated Version), 5732-1972 and any other law
that
may be legislated in the future with regard to the rights of protected
tenants will not apply to the relationship between the parties;
and
|
|
WHEREAS
|
The
Lessee wishes to take the Leased Premises on hire for purposes of
using
same as offices for the conduct of its business, and the Lessor for
its
part agrees to let the Leased Premises to the Lessee for such purpose
only
with
a view to receiving back possession of the Leased Premises at the
end of
the Lease Period; and
|
|
WHEREAS
|
The
parties wish to regulate their mutual relationship in a written
agreement
|
Now
therefore it is agreed, stipulated and agreed by the parties as
follows:
1
|
1.
|
Preamble,
appendices and
headings
|
|
1.1
|
The
preamble to this Contract and the declarations of the parties contained
therein constitute an integral part
hereof.
|
|
1.2
|
The
appendices attached to this Contract form an integral part
hereof.
|
|
1.3
|
Headings
to the clauses in this Contract have been inserted solely for the
sake of
convenience and shall not serve for the interpretation of the
Contract.
|
|
2.
|
Definitions
|
|
“The
Contract”
|
This
Contract including all the appendices hereto
|
|
|
“The
Leased Premises”
|
As
defined in the preamble in this Contract
|
|
|
“The
Lease Period”
|
The
period defined in Clause 4.1 of the Contract, and as may be extended
in
accordance with Clause 4.2 of the Contract, in the event that it
is
extended
|
|
|
“End
of the Lease Period”
|
The
date of termination of the lease period or any earlier date than
the
aforesaid date on which the lease will come to an end in accordance
with
the provisions of the Contract
|
|
|
“The
Rentals”
|
The
consideration for the lease of the Leased Premises as set forth in
Clause
7 of the Contract
|
|
|
“Purpose
of the Lease”
|
The
business activity and the objective as defined in Clause 5 of the
Contract
|
|
|
“The
known representative rate of the dollar”
|
The
representative rate of the US dollar as published by the Bank of
Israel on
the date of actual effecting of the payment. If a representative
rate is
not published on the date of actual effecting of payment, then the
first
rate published after the date of actual effecting of payment, and
under
all circumstances not less than the representative rate of the dollar
known at the time of signing of the Agreement
|
|
|
3.
|
The
contractual arrangement
|
|
3.1
|
The
Lessor lets the Leased Premises to the Lessee and the Lessee takes
the
Leased Premises on hire from the Lessor for the Lease Period in the
condition of the Leased Premises as is, after adaptation works have been
performed in the Leased Premises by the Lessor to the Lessee’s full
satisfaction, all in accordance with and subject to what is set forth
above and below in this Contract, and on the express condition that
the
provisions of this Contract shall be fulfilled and complied
with.
|
2
|
3.2
|
The
Lessee declares that it has seen and carefully inspected the Leased
Premises, and has examined every environmental or zoning aspect,
and has
found same to be suitable for its purposes, and it waives any allegation
in regard to non-conformity connected with the Leased Premises and/or
in
connection with the possibility of making use
thereof.
|
|
3.3
|
Notwithstanding
anything else stated elsewhere, it is agreed and declared by the
parties
that the validity of this Contract is contingent upon the Israel
Lands
Administration extending the leasehold contract in respect of the
Leased
Premises for the Lessor from time to time, and also its giving its
consent
and approval to the letting of the Leased Premises by the Lessor
to the
Lessee.
|
|
3.4
|
If
the right of leasehold to the Leased Premises is not extended by
the
Israel Lands Administration or if the Israel Lands Administration
does not
approve the lease which is the subject of this Agreement, this Contract
will be terminated from such time onwards, and this will not be deemed
to
be a breach of the Contract or the non-fulfillment thereof by the
Lessor.
|
|
4.
|
The
Lease Period
|
|
4.1
|
Subject
to the contents of this Contract, it is hereby agreed that the Lease
Period will be for a period of 12 months commencing on February 1,
2006
and until January 31, 2007.
|
|
4.2
|
It
is agreed that if the Lessee abides by all the terms and conditions
of
this Contract, it will have an option to extend the Lease Period
by an
additional period of 4 years, one year at a time (hereinafter:
“the
Option Period”),
on a basis that the total Lease Period commencing from the date of
the
commencement of the lease including the Option Period will be 60
months,
provided that notice of exercise of the option shall be delivered
to the
Lessor in writing not later than 90 days before the End of the Lease
Period and/or each relevant year of
lease.
|
|
4.3
|
If
the Lessee exercises the right of option as referred to in sub-clause
4.2
above, all the provisions of this Contract shall apply, mutatis
mutandis,
also to the Option Period, and subject to changes in the Rentals
as
specified Clause 7 below.
|
|
5.
|
Purpose
of the Lease
|
|
5.1
|
The
Purpose of the Lease is for the Lessee’s offices, and for that purpose
alone.
|
|
5.2
|
The
Lessee undertakes not to make any other use of the Leased Premises
apart
from the use described above, even if this does not constitute any
prejudice or hindrance to the
Lessor.
|
3
|
5.3
|
A
breach of the contents of this clause constitutes a material breach
of the
Agreement.
|
|
6.
|
Non-applicability
of tenants protection
laws
|
|
6.1
|
The
Lessee hereby declares, undertakes and confirms that it is aware
that it
has not been requested to pay and has not paid key money or payments
likely to be construed as key money, and that all the works, alterations,
improvements and betterments that have been made in the Leased Premises,
if same have been made, are not and will not be fundamental changes,
and
that the provisions of Part C of the Tenants Protection Law [Consolidated
Version], 5732-1972 (hereinafter: “the
Law”),
which relates to key money, will not apply to the Lessee, the Leased
Premises and the Agreement.
|
|
6.2
|
The
lease, the Lessee and the Leased Premises are not protected in accordance
with the provisions of the Law nor in accordance with the provisions
of
any other law which protects the Lessee or a tenant in any manner,
and the
aforesaid laws and the regulations pursuant thereto shall not apply
to the
lease, the Lessee, the Leased Premises and the
Contract.
|
|
6.3
|
At
the time of vacation of the Leased Premises the Lessee will not be
entitled to any payment whatsoever, either as key money or in any
other
manner.
|
|
7.
|
Rentals
|
|
7.1
|
The
Lessee undertakes to pay the Lessor rentals as follows:
|
|
7.1.1
|
A
one-time payment in a sum of NIS 50,000 (hereinafter: “the
One-Time Payment”),
which will be paid in successive monthly payments of NIS 835 for
each
monthly payment from February 1, 2006 and thereafter on the first
day of
each calendar month. Notwithstanding the foregoing it is hereby agreed
that in the event that the Lease Period should end before January
31,
2011, whether by virtue of the fact that the Lessee has not exercised
the
option granted to it or for any other reason, the balance of the
One-Time
Payment at the date of termination of the Lease Period shall be paid
by
the Lessee in cash; and in
addition,
|
|
7.1.2
|
Monthly
rentals in the Lease Period in an amount in shekels equivalent
to US $500
(five hundred US dollars) each month, according to the representative
rate
of the US dollar as is known at the time of actual effecting of
each
payment.
|
| The Rentals in the first year of the Option Period, if the option is exercised (February 1, 2007 - January 31, 2008) will be an amount in shekels equivalent to US $525 (five hundred and twenty-five US dollars) each month. |
4
| The rentals in the second year of the Option Period, if the option is exercised (February 1, 2008 - January 31, 2009) will be an amount in shekels equivalent to US $550 (five hundred and fifty US dollars) each month. |
| The rentals in the third year of the Option Period, if the option is exercised (February 1, 2009 - January 31, 2010) will be an amount in shekels equivalent to US $575 (five hundred and seventy-five US dollars) each month. |
| The rentals in the fourth year of the Option Period, if the option is exercised (February 1, 2010 - January 31, 2011) will be an amount in shekels equivalent to US $600 (six hundred US dollars) each month. |
|
7.1.3
|
Payment
in an amount equivalent to US $525 (five hundred and twenty US dollar)
[sic] each month, according to the representative rate of the US
dollar as
is known at the time of actual effecting of each payment, in respect
of
the Lessee’s contribution towards the Lessor’s expenses for cleaning of
the stairwell and the toilets on each floor [and
cleaning of the office -
handwriting].
|
|
The
above amounts will henceforth be referred to collectively as: “the
Rentals”.
|
|
7.2
|
Value
Added Tax on the Rentals as applies on the date of effecting of the
payment, if any, will be added to the Rentals mentioned above, and
will be
paid by the Lessee together with the Rentals on due date and as an
integral part thereof for all intents and
purposes.
|
|
7.3
|
The
Rentals will be paid for each quarter in advance on the following
dates:
February 1, May 1, August 1 and November
1.
|
|
7.4
|
If
the Lessee is late in any payment for which it is obliged pursuant
to this
Agreement, the Lessee shall pay the Lessor in respect of such payment
and
in addition thereto, in respect of the period from the agreed date
of
payment and until the actual payment thereof, interest at the rate
of
penalty interest prevailing on revolving credit accounts at Bank
Leumi
le-Israel B.M. for private customers, without this prejudicing any
remedies available to the Lessor in respect of the breach of the
Agreement. For these purposes a document from the bank regarding
the rate
of interest will constitute conclusive proof as to the rate
thereof.
|
|
7.5
|
Without
derogating from the contents of this Agreement, in respect of any
arrears
in the payment of Rentals which exceeds 7 (seven) days, the Lessor
has the
right to cancel this Contract forthwith and to evict the Lessee from
the
Leased Premises.
|
|
7.6
|
A
breach of the contents of this clause constitutes a material breach
of the
Agreement.
|
5
|
8.
|
Other
payments for which the Lessee will be
liable
|
|
8.1
|
All
the taxes and/or payments that will be due to the local and/or the
regional authority and/or to the government and/or to any other body
in
respect of and/or in connection with the Leased Premises and/or the
use
thereof, including business tax, signboard tax, fees and licenses,
shall
be borne and paid by the Lessee.
|
|
8.2
|
Without
derogating from the generality of the foregoing, the Lessee shall
bear the
municipal rates taxes, as well as the expenses and payments in respect
of
the supply of electricity and water to the Leased
Premises.
|
|
9.
|
Prohibition
on assignment of the Lessee’s
rights
|
The
Lessee hereby undertakes not to assign its rights pursuant to the Contract
or
portion thereof, to part or to other, in any manner and not to make over or
transfer the Leased Premises or any portion thereof to another or to others,
in
any manner, and not to let the Leased Premises or any portion thereof by way
of
a sub-lease, and not to allow the use of the Leased Premises or any portion
thereof for any period and in any manner, to another or to others, and not
to
make another or others party to the possession of the Leased Premises, or any
portion thereof, whether defined or undefined possession, and not to grant
another person a right in the Leased Premises as a licensee, whether for
consideration or otherwise.
The
transfer of shares in the Lessee's corporation shall be tantamount to an
assignment of rights which requires the Lessee’s consent.
|
10.
|
Maintenance
of the Leased Premises and alterations and
additions
|
|
10.1
|
The
Lessee declares and confirms that the Leased Premises including all
the
installations therein were delivered to it in their condition as
at
today’s date to its satisfaction.
|
|
10.2
|
The
Lessee undertakes to use the Leased Premises carefully, reasonably
and
fairly - in the way a person uses his own property - and to look
after the
Leased Premises in first-class fashion and to attend to the customary
treatment therein.
|
|
10.3
|
The
Lessee undertakes immediately and at its expense to repair any fault,
defect or damage that may be caused to the Leased Premises and/or
to the
installations therein, if same should occur, during the Lease Period,
save
for reasonable wear and tear.
|
|
10.4
|
The
Lessor will be entitled to claim from the Lessee the price of the
repairs
or the estimated expenses for the repair according to a price quotation
of
a tradesman of the Lessor’s choice, even if the Lessor does not actually
repair the damage.
|
6
|
10.5
|
The
Lessee undertakes not to make any internal and/or external alteration
to
the Leased Premises and not to add any addition and not to demolish
any
part of the Leased Premises and/or any of the installations therein,
without obtaining the Lessor’s prior written consent. A breach of this
clause by the Lessee will entitle the Lessor, in addition to any
relief
conferred on it according to law, to the right to cancel the Contract,
and
in such event the Lessor's entitlement, if it opts for such right,
that
all the additions, repairs and alterations that were performed in
breach
of the Contract shall belong to it without there being any obligation
on
the Lessor to pay for them.
|
|
10.6
|
At
the End of the Lease Period the Lessee undertakes to return the Leased
Premises to the Lessor, in the condition in which they were at the
time of
signing of this Agreement, save for reasonable wear and tear. In
the
alternative, at the election of the Lessor, the additions, improvements
and alterations as referred to in sub-clause (a) above, or portion
thereof, shall remain in place, and shall pass into the possession
and
ownership of the Lessor, and the Lessee will not be able to demand
and/or
to receive compensation or payment for
them.
|
|
10.7
|
The
Lessor and/or its representative will be entitled to enter the Leased
Premises at any reasonable time, after prior arrangement with the
Lessee,
in order to examine the state of the Leased
Premises.
|
|
10.8
|
The
Lessee undertakes to be meticulous about the cleanliness of the surrounds
of the Leased Premises and to conduct its business solely within
the
confines of the Leased Premises, and not to cause any nuisance or
unpleasantness to its neighbors or to other persons in the proximity
of
the Leased Premises.
|
|
10.9
|
The
Lessee undertakes to fulfil and perform any provision of a law,
regulation, order or bylaw in connection with a lessee in the Leased
Premises or the occupation or use thereof, and not to perform and
not to
allow to be performed in the Leased Premises or in connection therewith
anything likely to constitute an eyesore or nuisance or to cause
damage or
inconvenience to other persons in the proximity of the Leased
Premises.
|
|
11.
|
Licensing
and licenses
|
|
11.1
|
The
Lessee will be responsible for obtaining all the licenses and permits
from
the competent authorities that are required for purposes of conducting
its
business in the Leased Premises. The failure to obtain the aforesaid
licenses, or some of them, by the Lessee will not constitute justification
or ground for a breach of this Contract by the
Lessee.
|
|
11.2
|
All
the expenses connected with obtaining the licenses and/or the permits
for
use of the Leased Premises, including any payment that may be imposed
by
the local authority and/or the Israel Lands Administration in respect
of
exceptional use of the Leased Premises, shall be borne by the Lessee
alone, including the expenses for adapting the Leased Premises to
the
requirements for the licenses and the permits. The Lessee alone shall
bear
responsibility in respect of a violation of the conditions of the
aforesaid licenses and/or permits and/or in respect of the non-renewal
thereof.
|
7
|
11.3
|
The
Lessee declares that it is conversant with its business and the conditions
for the licensing thereof, and that prior to it signing this Contract
it
was given the opportunity of examining and that it actually examined
the
suitability of the Leased Premises to the purposes of the lease and
the
possibility of obtaining the necessary licenses for operating the
Purpose
of the Lease in the Leased Premises as it stands, and that it found
the
zoning of the Leased Premises suitable for the Purpose of the
Lease.
|
|
11.4
|
In
connection with the use of the Leased Premises the Lessee undertakes
to
adhere to all the provisions of the law, bylaws, regulations, custom
and
the usual directives, and to avoid any nuisance according to
law.
|
|
11.5
|
The
Lessee hereby declares that the use it makes of the Leased Premises
has
nothing inherent in it likely to cause environmental
damage.
|
|
12.
|
The
Lessee’s responsibility
|
The
Lessee will be responsible for all damage of whatsoever nature that may be
caused to the Leased Premises and/or to the Lessor and/or to a third party
which
is caused in connection with the Leased Premises and/or the use thereof,
including damage arising from acts and/or omissions of the Lessee, including
acts and/or omissions of its employees, invitees, customers and persons acting
on its behalf and/or as a consequence of the conduct of its business in the
Leased Premises.
The
Lessee undertakes to hold the Lessor harmless and to indemnify the Lessor in
respect of any such damage, including any expense that may be incurred in
connection therewith.
|
13.
|
Insurance
|
|
13.1
|
Without
derogating from the Lessee’s responsibility as set forth in Clause 12
above, the Lessee undertakes that at its expense it will insure the
Leased
Premises according to the real-term value thereof as determined by
the
Lessor, as well as the contents of the Leased Premises and the Lessee’s
business and activity, against all risks with an authorized insurance
company.
|
|
13.2
|
Without
prejudice to the generality of the foregoing, the Lessee undertakes
to
insure the contents of the Leased Premises against risks of fire,
burglary, theft, forceful entry or ordinary loss, plate-glass breakage,
flood, mechanical breakdown and water damage of any sort, all at
re-instatement values.
|
|
13.3
|
The
Lessee further undertakes that at its expense it will insure against
a
third party in respect of bodily damage and property damage in amounts
that are acceptable to the Lessor.
|
8
|
13.4
|
The
Lessor will be an additional insured under the aforesaid policies
in a
manner that the insurance company shall have no claim against the
Lessor
and/or against any of the members of the Lessor, and in the insurance
policy in respect of the building, the Lessor will be the sole
beneficiary.
|
|
13.5
|
The
Lessee shall exhibit to the Lessor, on the Lessor’s demand, all the
insurance policies that have been issued to it in accordance with
Clauses
13.1 and 13.2 above and shall exhibit to the Lessor, regularly, any
new
policy that may be issued to it and any amendment to the
policy.
|
|
13.6
|
The
Lessee undertakes to comply with all the conditions of the policies
mentioned above in this clause, to make payment on due date of the
policy
fees, and to see to it that the policies are renewed and are in full
force
throughout the entire Lease Period.
|
|
14.
|
Vacation
of the Leased Premises
|
|
14.1
|
At
the End of the Lease Period and upon the cancellation of this Contract
by
the Lessor for any reason, the Lessee undertakes to vacate the Leased
Premises and to deliver possession thereof to the Lessor where the
Leased
Premises are in the same good order and condition in which it received
same, fair wear and tear resulting from normal use excepted, and
where the
Leased Premises are clean and tidy.
|
|
14.2
|
If
the Lessor should demand the dismantling of any addition and/or
installation which have been installed in the Leased Premises and
which
are capable of being dismantled, the Lessee undertakes that at its
expense
it will dismantle the installation and remove such addition or
installation from the Leased Premises up to the time of vacation
of the
Leased Premises.
|
|
14.3
|
If
the Lessee fails to vacate the Leased Premises at the time stated
in
Clause 14.1 above, then in addition to the Lessor’s right to ▇▇▇ for
vacation of the Leased Premises, and in addition to any other right
the
Lessor may have in accordance with this Contract and/or according
to law,
the Lessee shall pay the Lessor agreed pre-estimated liquidated damages
in
an amount equivalent to $5,000, and in addition a sum of $60 per
day in
respect of each day of default in vacating the Leased
Premises.
|
|
14.4
|
If
the Lessee has failed to vacate the Leased Premises at the time mentioned
in Clause 14.1 above, the Lessor will be entitled to ▇▇▇ the Lessee
for
all the amounts, taxes, payments, obligations, rentals, expenses
for
repairs, damages, agreed compensation, losses and any other payments,
without exception, as set forth in the Contract in respect of the
period
commencing from the date on which the Lessee was supposed to vacate
the
Leased Premises, as if the Lease Period had continued, without this
prejudicing the Lessee’s obligation to vacate the Leased Premises, and
without prejudice to any other remedy available to the Lessor in
accordance with this Contract and/or according to
law.
|
|
15.
|
Collateral
security and
guarantees
|
9
|
15.1
|
As
security for payment of the Rentals and payment of any other amount
the
Lessee may be obliged to pay, and as security for vacation of the
Leased
Premises by the Lessee and return of possession of the Leased Premises
to
the Lessor in accordance with the provisions of this Contract, and
as
security for all the Lessee’s remaining obligations under this Contract,
the Lessee shall lodge with the Lessor, at the time of signing the
Contract, the following collateral security and
guarantees:
|
|
15.1.1
|
The
signature of ____________ and ____________ to a deed of personal
guarantee
which is on the last page of this
Contract.
|
|
15.1.2
|
A
promissory note in a sum of NIS 100,000 (one hundred thousand new
shekels)
with a personal guarantee of ____________ and ____________. The promissory
note will be linked to the representative rate of the dollar, for
payment
on demand, without an indication on the face of the note of a due
date for
payment thereof and without the Lessor being obliged first to demand
payment from the party for whom the guarantee is
given.
|
|
15.1.3
|
A
bank guarantee in an amount of NIS
____________.
|
|
15.2
|
Failure
to deliver all the guarantees and the collateral security will be
deemed
to be a material breach of the Contract, and the Lessor will be entitled,
without prejudice to its other rights, to cancel the Contract or
to delay
delivery of possession of the Leased Premises to the
Lessee.
|
|
16.
|
Seizing
of occupation by the Lessor
|
|
16.1
|
Without
derogating from and/or without prejudice to the Lessor’s rights in
accordance with this Agreement, in addition to any other remedy and
relief
available to the Lessor pursuant to this Agreement and/or according
to
law, the Lessor will be entitled (in the case of non-vacation of
the
Leased Premises by the Lessee at the End of the Lease Period or the
cancellation thereof or in any other case in which the Lessee is
obliged
to vacate the Leased Premises), to enter the Leased Premises by means
of
the key in the Lessor’s possession or in any other manner it sees fit, and
to take all the steps for purposes of evicting the Lessee from the
Leased
Premises, and it will be entitled to store any articles forming part
of
the Lessee’s articles and possessions that are found in the Leased
Premises at any place the Lessor may deem fit and at the expense
of the
Lessee, on a basis that the Lessor shall for all intents and purposes
be
deemed to be a bailee free of
charge.
|
|
16.2
|
The
Lessee hereby declares that it waives an allegation of any sort with
regard to seizure of occupation as aforesaid and that it empowers
the
Lessor by way of an irrevocable power of attorney to act in the Lessee’s
name and stead for all intents and purposes connected with performing
the
fulfillment of its obligations under this Agreement, including performing
the vacation of the Leased Premises and obtaining possession in any
manner
and way it may see fit.
|
10
|
16.3
|
After
the date that has been fixed or will be fixed for vacation (whether
at the
End of the Lease Period or at any other time), the Lessee will for
all
intents and purposes be deemed to be an unlawful occupier of the
Leased
Premises.
|
|
17.
|
Breaches
and remedies
|
|
17.1
|
The
provisions of the Contracts Law (Remedies for Breach of Contract),
5731-1970, shall apply to the parties and to the
Contract.
|
|
17.2
|
If
the Lessor has paid any payment the obligation for payment of which
is
imposed on the Lessee by virtue of the provisions of any law or by
virtue
of the provisions of the Contract, the Lessee will be obliged to
refund to
the Lessor the amount that was paid together with linkage differentials
to
the index, and together with penalty interest as specified in Clause
17.3
below. If the Lessor has made payment in respect of the Lessee’s default
of a penalty for arrears or interest to a third party, the interest
and
the penalty will be deemed to be part of the
debt.
|
|
17.3
|
If
the Lessee defaults in any payment it is obliged to pay the Lessor
in
accordance with this Contract, the Lessee shall pay the Lessor penalty
interest on the amount in default at the rate prevailing from time
to time
at Bank Leumi le-Israel B.M. on unauthorized excesses in revolving
current
credit accounts. The interest will be calculated from the day on
which the
Lessee was obliged to pay the amount that is in arrears and up to
the date
of actual payment.
|
|
17.4
|
In
the event that the Lessee commits a breach of the Contract in its
entirety
or any of the clauses hereof and fails to rectify the breach within
7 days
after being called upon in writing to do so, and in every case in
which
the Lessee has not made payment on due date of the Rentals and/or
any
moneys and/or expenses and/or taxes and/or amounts and/or other payments
that are due from it pursuant to this Contract, and in each of the
cases
mentioned in Clause 17.5 or Clause 17.6 below, the Lessor may, without
prejudice to any other rights conferred on it according to law and/or
in
accordance with this Contract, cancel the Contract at such time as
the
Lessor shall specify.
|
|
17.5
|
In
each of the following cases the Lessor will be entitled, without
prejudice
to its remaining rights under this Contract, to enter the Leased
Premises,
with or without the Lessee’s consent, in the course of opening of locks
and replacing them with others and in the course of using a reasonable
degree of force and obtaining possession of the Leased Premises
unconditionally:
|
|
17.5.1
|
If
the Lessee is in default for more than 14 days in the payment of
Rentals,
and/or
|
|
17.5.2
|
If
a provisional and/or permanent receivership order is granted in respect
of
the Lessee’s property and is not set aside within 30 days from the date it
was granted, and/or
|
11
|
17.5.3
|
If
a receivership order or a bankruptcy order or a liquidation order,
as the
case may be, is granted and is not set aside within 30 days from
the date
on which it was granted, and/or
|
|
17.5.4
|
If
execution office proceedings are commenced against the Lessee and/or
against the guarantor under the promissory note and/or the Contract
which
in the opinion of the Lessor is likely to affect the fulfillment
of the
Lessee’s obligations in accordance with this Contract, in whole or in
part, and such proceedings are not cancelled or set aside within
30
days.
|
|
17.6
|
Each
of the conditions set forth in Clauses: 5, 7, 8, 9, 10, 11, 12, 13,
14 and
15 is hereby delineated by the parties as being a basic and fundamental
term and condition going to the root of this Agreement, the breach
of
which shall constitute a material breach of the
Agreement.
|
|
17.7
|
If
a receivership order, or a bankruptcy order, or a liquidation order
is
granted against any of the guarantors for the Contract and the promissory
note, the Lessee undertakes that it will immediately substitute the
guarantor with a new guarantor to the satisfaction of the
Lessor.
|
|
18.
|
Successors
of the Lessor
|
The
Lessor is entitled to transfer its rights under this Agreement or any portion
thereof to another, subject to the condition that the Lessee’s rights pursuant
to this Agreement shall not be prejudiced and all the Lessee’s obligations to
the Lessor will continue to apply vis-à-vis
any
successor to the Lessor.
19. General
|
19.1
|
It
is agreed that the Lessee will not have any right to set-off or deduct
any
amount or payment from payments of the Rentals and/or from any other
payment to which the Lessor is
entitled.
|
|
19.2
|
The
costs of stamping the Contract shall be paid by the
Lessee.
|
|
19.3
|
Any
alteration or amendment to the Contract or any of the conditions
hereof
will only be valid if drawn up in writing and signed by the
parties.
|
|
19.4
|
All
the payments the Lessee is obliged to pay to the Lessor shall be
paid to
it at such address as the Lessor shall
direct.
|
|
19.5
|
No
waiver, indulgence or failure to take action on due date or the grant
of
an extension of time shall be deemed to be a waiver by the Lessor
of any
of its rights under the Contract and shall not serve as estoppel
to any
claim by the Lessor, unless such waiver was made expressly and in
writing.
|
|
19.6
|
The
Lessor will be entitled at any time to transfer and/or assign its
rights
in the Leased Premises and/or in accordance with this Contract to
any
third party as it sees fit and/or to encumber its rights under this
Contract, in whole or in part, under such conditions as it may deem
fit,
provided that the Lessee’s rights under this Contract shall not be
prejudiced or adversely affected.
|
12
|
19.7
|
It
is hereby agreed that sole jurisdiction on any matter connected with
this
Agreement shall be accorded to the competent courts in Tel Aviv-Jaffa
only.
|
|
19.8
|
Notices
in writing in connection with this Contract shall be delivered by
hand or
shall be sent by registered mail according to the addresses of the
parties
as set forth at the head of the Contract or shall be delivered by
hand.
|
|
19.9
|
Any
notice sent as aforesaid shall be deemed to have been received by
the
addressee within 3 business days from the time of its posting, and
in the
case of delivery by hand at the time of its
delivery.
|
In
Witness Whereof the Parties have Hereunto Signed:
|
(
-
)
|
(
-
)
|
|
|
Timorim
|
||
|
Moshav
Shitufi for Agricultural Settlement Ltd.
Mobile
Post Shikumim 79860
|
Pvte
Co. 513525246
|
|
|
The
Lessor
|
The
Lessee
|
13
DEED
OF GUARANTEE
We
the
undersigned hereby declare, confirm and undertake to Timorim Moshav Shitufi
for
Agricultural Settlement Ltd. (hereinafter: “the
Moshav”)
as
follows:
|
1.
|
We
have read and examined the Contract between the Moshav and Columbus
(hereinafter:
“the
Lessor”),
a copy of which is attached hereto (hereinafter: “the
Contract”),
and we hereby confirm our consent to the arrangement which is the
subject
of the Contract and to the conditions
thereof.
|
|
2.
|
We
hereby give an absolute and irrevocable guarantee for the fulfillment
of
all the Lessor’s obligations under the Contract in full and on due
date.
|
|
3.
|
We
hereby absolutely and irrevocably waive the right to a prior demand
pursuant to Section 8 of the Guarantee Law, 5727-1967 (hereinafter:
“the
Guarantee Law”),
and any other right pursuant to Sections 5, 6 and 7 of the Guarantee
Law,
and any other allegation of whatsoever nature, including, and without
derogating from the generality of the foregoing, a plea of set-off,
which
could have been available to another or to others against
them.
|
|
4.
|
These
undertakings of ours shall remain in force and shall be binding on
us even
if for any reason this deed of guarantee is not signed by additional
guarantors, and/or if it transpires that the security note for securing
the Agreement was not signed or was not
realized.
|
|
5.
|
A
delay or abstention on the part of the Lessor from realizing or enforcing
any of its rights under the Contract and/or according to this Guarantee
and/or according to the aforesaid security note, shall not be construed
as
a waiver or as a bar to exercising its rights in the future and it
will be
entitled to exercise its rights, in whole or in part, at any time
it sees
fit.
|
|
6.
|
This
guarantee will remain in force also in the additional lease periods
if
extended by the parties.
|
|
7.
|
The
addresses of the undersigned are as appear alongside the signature
of each
of us, as the case may be, and any notice that is sent according
to the
aforesaid addresses by registered mail will be deemed to have reached
its
destination 72 hours from the time it was delivered for posting,
and if
delivered by hand or by way of telex or facsimile - at the time of
this
delivery.
|
In
Witness Whereof I have Hereunto Signed on this Day ____________
|
Signature
of guarantor
|
Name
and address of guarantor
|
|
|
1.
( - )
|
▇▇▇▇▇
▇▇▇▇▇▇▇▇, I.D. 57156077
|
|
|
of
Moshav ▇▇▇▇▇▇ 52
|
||
|
Signature
of guarantor
|
Name
and address of guarantor
|
|
|
2.
__________________
|
____________
, I.D. ____________
|
|
|
of
___________________
|
||
14
PROMISSORY
NOTE
Not
Negotiable
Made
at Tel Aviv on ____________
We
the
undersigned undertake to pay Timorim Moshav Shitufi for Agricultural Settlement
Ltd. only
A
sum of
NIS
100,000 (one hundred thousand new shekels)
Place
of
payment: ___________________
Date
of
payment: On the ___ day of ____________ in the year ______
The
amount of this note is linked to the index in accordance with the following
conditions of linkage:
“The
index”
in this
note means - the Consumer Price Index published by the Central Bureau of
Statistics.
“The
basic index”
in this
note means - the index which is known at the time of signing of this
note.
“The
determining index”
in this
note means - the index that is known on the date of payment of this
note.
If
at the
time at which the payment of this note falls, the determining index is higher
than the basic index, I will pay the amount of this note where same is increased
proportionately according to the percentage rise of the determining index as
against the basic index, but if the determining index is equal to or lower
than
the basic index, I will pay this note in its nominal amount.
The
holder of this note is exempt from all the obligations imposed on the holder
of
a note, including presentation for payment, protest, notice of
dishonor.
|
Signature
of maker of the note
|
Particulars
of maker of the note
|
|
|
1.
___________________
|
1.
___________________
|
|
|
2.
___________________
|
2.
___________________
|
|
Aval
Guarantee
We
the
undersigned hereby give an aval guarantee for payment of the note by the maker
of this note
|
Signature
of guarantors
|
Names
and addresses of guarantors
|
|
|
1.
___________________
|
1.
___________________
|
|
|
2.
___________________
|
2.
___________________
|
(6213)
15