DATED 22 FEBRUARY 2006
(1) ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
(2) BAF PRINTERS
LIMITED
(3) MTS MEDICATION
TECHNOLOGIES LIMITED
LEASE
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇
▇▇▇ ▇▇▇
BLACKS
Solicitors
(Ref: MW/WOO522/1)
Contents
| Clause |
|
Page |
| |
|
|
| 1. |
Interpretation |
1 |
| 2. |
Demise, Rent and Other Payments |
4 |
| 3. |
Tenant's Covenants |
4 |
| 4. |
Landlord's Covenants |
11 |
| 5. |
Insurance |
12 |
| 6. |
Provisos and Declarations |
15 |
| 7. |
Guarantor's Covenants |
17 |
| 8. |
Personal Covenants |
17 |
| 9. |
Contracts (Rights of Third Parties) Act |
17 |
| 10. |
Option to Determine |
17 |
| |
|
|
| Schedule |
|
|
| |
|
|
| 1. |
The Property |
22 |
| 2. |
Guarantor's Covenants |
23 |
THIS LEASE is made on 22
February 2006
BETWEEN:-
| (1) |
|
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ of ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇,
▇▇▇▇ ▇▇▇ and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ of ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇ (the “Landlord”); |
| (2) |
|
BAF PRINTERS LIMITED (No: 00887241) whose registered office is at
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇ ▇▇▇ (the
“Tenant”); and |
| (3) |
|
MTS MEDICATION TECHNOLOGIES LIMITED (No: 04562981) whose registered
office is at ▇▇▇▇ ▇▇-▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇ Interchange, ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ (the “Guarantor”). |
IT IS AGREED as follows:-
| |
”1995 Act” |
means the Landlord and Tenant (Covenants) ▇▇▇ ▇▇▇▇ |
| |
“Act of Parliament” |
means any statute or any order, instrument or
regulation made under it, or any notice or order issued by a government department, the legislative making
institutions of the European Union, minister or local public regulatory or other authority |
| |
“Amenities” |
means drainage, water gas, electricity,
telephone and any other services or amenities of like nature |
| |
“the ▇▇▇▇▇ Land” |
the land shown coloured ▇▇▇▇▇ on the Plan |
| |
“Conducting Media” |
means gutters, gullies, pipes, sewers, drains, watercourses, channels,
ducts, flues, wires, aerials, cables, mains, cisterns, tanks and all other conducting
media together with all meters and other apparatus used in connection with them |
| |
““Environment Act” |
means the Environmental Protection ▇▇▇ ▇▇▇▇ and any other Act of Parliament of a similar nature
in force at any time during the Term |
| |
“Guarantor” |
means the person (if any) referred to as “Guarantor” on page 1 and
includes the personal representatives of the Guarantor and any other person who may from
time to time guarantee all or any of the Tenant’s obligations under this Lease |
1
| |
“Head Lease” |
means a lease dated 17th March 1967 made between The Lord Mayor
Aldermen and Citizens of the City of Leeds (1) and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ (2) and a
supplemental lease dated 12th March 1992 made between Leeds City Council (1)
and the Tenant (2) together with (where the context so admits) any deed, document or
agreement amending or supplemental to it |
| |
“Insurance Rent” |
means the sum payable by the Tenant in relation to insurance pursuant to
and in the manner set out in Clause 5.2.1 |
| |
“Insured Risks” |
means fire, lightning, explosion, ▇▇▇▇▇, ▇▇▇▇▇▇▇, flood, impact, bursting
or overflowing of water tanks and pipes, earthquake, damage by aircraft and other aerial
devices or articles dropped from them, riot and civil commotion, labour disturbances and
malicious damage and such other risks as the Landlord at any time during the Term
reasonably deems desirable or expedient to insure against |
| |
“Interest Rate” |
means interest at the rate of 2 per centum per annum above Barclays Bank
PLC Base Rate for the time being in force, (both before and after any judgment) or if such
Base Rate ceases to be published then at the rate of 2 per centum per annum above the rate
at which the Landlord could reasonably borrow such sums from time to time from a UK
Clearing Bank |
| |
“Landlord” |
means the person referred to as “Landlord” on page 1 and includes the
reversioner for the time being immediately expectant on the determination of the Term |
| |
“Landlord’s Permission” |
means the previous consent in writing of the Landlord (such consent
not to be unreasonably withheld or delayed) and (where requisite) any Superior Landlord
and their respective mortgagees (in the case of the Landlord only) in the form of a
licence executed as a deed by the then Landlord, Tenant and any Guarantor and duly dated
and containing such covenants as the Landlord reasonably requires |
| |
“this Lease” |
means this deed and any other deed, document or agreement at any time
during the Term amending or supplemental to it |
| |
“Plan” |
means the plan annexed to this Lease |
2
| |
“Planning Acts” |
means the Town and Country Planning ▇▇▇ ▇▇▇▇, the Planning (Listed
Buildings and Conservation Areas) ▇▇▇ ▇▇▇▇, the Planning (Consequential Provisions) ▇▇▇
▇▇▇▇, the Planning (Hazardous Substances) ▇▇▇ ▇▇▇▇, the Planning and Compensation ▇▇▇ ▇▇▇▇
and any other Act of Parliament of a similar nature in force at any time during the Term |
| |
“Premises Acts” |
means the Occupiers’ Liability ▇▇▇ ▇▇▇▇, the Factories ▇▇▇ ▇▇▇▇, the
Offices Shops and Railway Premises ▇▇▇ ▇▇▇▇, the Fire Precautions ▇▇▇ ▇▇▇▇, the Defective
Premises ▇▇▇ ▇▇▇▇, the Health and Safety at Work etc. ▇▇▇ ▇▇▇▇, the Occupiers’
Liability ▇▇▇ ▇▇▇▇ and any other Act of Parliament regulating the safety of premises and
those occupying or visiting the same in force at any time during the Term |
| |
“Property” |
means the property described in Schedule 1 |
| |
“Rent” |
means the yearly rent of £30,000.00 (thirty thousand pounds) |
| |
“Rent Commencement Date” |
means 22nd February 2007 |
| |
“any Superior Landlord” |
means any person at any time during the Term having a title to the Property in reversion
mediately or immediately expectant upon the termination of the
Landlord’s title |
| |
“Tenant” |
means the person referred to as “Tenant” on page 1 and includes the
successors in title and permitted assigns of the Tenant and all persons claiming through
or under the Tenant |
| |
“Term” |
means the term specified in Clause 2 |
| |
“Termination Date” |
means the date of expiration or sooner determination of the Term |
| |
“VAT” |
means Value Added Tax or any equivalent tax which may at any time during the currency of
this Lease be imposed in substitution for it or in addition to it and all references to
rents or other sums payable by the Tenant are exclusive of VAT |
| |
1.2 |
In interpreting this
Lease:- |
| |
1.2.1 |
references to Clauses,
pages and Schedules are to Clauses, pages and Schedules of this Lease unless stated otherwise; |
| |
1.2.2 |
where reference is made to a statute this includes all prior and subsequent enactments,
amendments and modifications relating to that statute and any subordinate legislation made
under it; |
3
| |
1.2.3 |
where the context so admits references to a “person” include any
individual, firm unincorporated association or body corporate, the singular number
includes the plural number and vice versa and words importing one gender include all
genders; |
| |
1.2.4 |
if the Landlord Tenant or the Guarantor is or are at any time more than one person, any
reference to the Landlord Tenant or the Guarantor is deemed to refer to each such person
and any obligation on the part of the Landlord Tenant or the Guarantor takes effect as a
joint and several obligation; |
| |
1.2.5 |
the
headings and index to this Lease are to be disregarded; |
| |
1.2.6 |
any
covenant by the Tenant not to carry out any action is to be construed as if it is (where
appropriate) additionally a covenant by the Tenant not to permit or suffer such action to
be done; |
| |
1.2.7 |
wherever
and to the extent that any provision of this Lease would or might contravene the
provisions of section 25 of the 1995 Act then:- |
| |
(a) |
such provision is
to take effect only in so far as it may do so without contravening
section 25 of the 1995 Act; and |
| |
(b) |
where such provision is
incapable of having any effect without contravening section 25 of the 1995 Act this Lease
is to be construed and interpreted as if such provision were deleted; and |
| |
(c) |
the legality, validity and
enforceability of any of the remaining provisions of this Lease is not in any way to be affected
or impaired as a result. |
| 2. |
DEMISE,
RENT AND OTHER PAYMENTS |
| |
The Landlord demises the Property with full title guarantee (other than in relation to the
▇▇▇▇▇ Land where the Landlord shall grant such right title and interest it has in
relation to the ▇▇▇▇▇ Land) to the Tenant for the term of 3 (three) years commencing on
and including 22nd February 2006 the Tenant paying therefor by way of rent
throughout the Term without any deduction, counterclaim or set off (whether legal or
equitable) (save as required by statute):- |
| |
2.1 |
the
Rent to be paid from the Rent Commencement Date by equal quarterly payments in advance on
25 March, 24 June, 29 September and 25 December in every year the first payment of the
Rent being an apportioned amount from the Rent Commencement Date to the next following
rent payment date becoming due on the Rent Commencement Date; |
| |
2.3 |
all
other sums (including VAT) due from the Tenant to the Landlord under the terms of this
Lease. |
| |
The Tenant
covenants with the Landlord:- |
4
| |
to pay
the Rent and other sums reserved as rent by this Lease at the times and in the manner at
and in which the same is reserved in this Lease and made payable and if required by the
Landlord at any time during the Term to pay them by banker’s standing order or
direct debit as requested in writing by the Landlord from time to time; |
| |
3.2.1 |
to
pay all rates, taxes, duties, charges, assessments and outgoings whatsoever which are now
or may during the Term be payable in respect of the Property except for |
| |
(a) |
any tax payable by the Landlord or any Superior Landlord as a result of a
dealing or deemed dealing by the Landlord or any Superior Landlord with their
respective reversionary interest in the Property |
| |
(b) |
any tax (other than value added tax)
payable by the Landlord in respect of receipt of rent or other payment arising under this Lease;
|
| |
3.2.2 |
to
pay for all Amenities used by or available to the Property (including all standing
charges) and to observe and perform all present and future regulations of the statutory
supply authorities; |
| |
Not to
cause any damage to the Property and to make good any damage caused during the Term
(damage by those of the Insured Risks from time to time insured against alone excepted
unless such insurance is vitiated or payment of the policy monies refused in whole or in
part in consequence of any act or omission of the Tenant or the Tenant’s employees,
licensees and/or visitors or the Tenant fails to pay any excess in accordance with the
provisions of this Lease); |
| |
3.4 |
Access
of Landlord and Notice to Repair |
| |
to permit
the Landlord and all persons authorised by the Landlord (with or without equipment) to
enter upon the Property at reasonable times on reasonable prior notice (except in an
emergency where no notice is required):- |
| |
3.4.1 |
to
take inventories, to view and examine the state of repair and condition of the Property
and to determine whether the Tenant has complied with all its obligations in this Lease
and to give to the Tenant notice in writing of all defects affecting the Property and the
Tenant covenants, within the period of 28 days after the giving of such notice, to
commence to repair and make good the Property as soon as reasonably practicable and if
the Tenant fails satisfactorily to comply with such notice the Landlord may at any time
(but without prejudice to the right of re-entry contained in this Lease) enter the
Property with workmen and all necessary equipment to repair and make good the Property
and the reasonable expense of such repairs together with all reasonable legal and
surveyors fees incurred in connection with this sub-clause, must be repaid by the Tenant
to the Landlord upon demand as a contractual debt with interest at the Interest Rate from
the date being 7 days from demand to the date of repayment; |
5
| |
3.4.2 |
to
inspect the Property for all purposes connected with any proposed action pursuant to any
dealing with the Landlord’s or any Superior Landlord’s reversionary interest in
the Property and to furnish such information relevant for such purposes as may reasonably
be requested in writing by the Landlord; |
| |
Provided that
any exercise of the above rights by the Landlord does not constitute an action for
forfeiture by the Landlord or evidence an intention to accept or effect a surrender of
the Term; |
| |
3.5 |
Alterations
and Additions |
| |
not to
make any structural alterations, additions or improvements to the Property and not to
merge the Property with any adjoining or adjacent premises Provided that the Tenant is
permitted to carry out internal non-structural alterations to the Property with the
Landlord’s Permission.- |
| |
not to use the Property or any
part of it for any other purpose than as permitted by th Head Lease; |
| |
3.7.1 |
not
(except by way of a permitted assignment of the whole of the Property) to part with or
share the possession or occupation of the whole or any part of parts of the Property; |
| |
3.7.2 |
not
to hold the Property or any part or parts of the Property or this Lease on trust for
another; |
| |
3.7.3 |
not
to assign transfer or charge any part or parts (as opposed to the whole) of the Property; |
| |
3.7.4 |
not
to charge the Property; |
| |
3.7.5 |
not
to underlet the whole or any part or parts of the Property. |
| |
3.7.6 |
Assignment/Transfer |
| |
not to
assign or transfer the Property as a whole without first:- |
| |
(a) |
making
a written application for a licence to assign and obtaining the Landlord’s Permission; |
| |
(b) |
satisfying
the circumstances specified for the purposes of section 19(1A) of the Landlord and ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ and set out in Clause 3.7.7; and |
6
| |
(c) |
complying
with the conditions specified for the purposes of section 19(1A) of the
Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ and set out in Clause 3.7.8; |
| |
3.7.7 |
the
circumstances referred to in Clause 3.7.6 (b) are that:- |
| |
(a) |
all sums due from the Tenant under this Lease have been paid at the date of the
application of the licence to assign; and |
| |
(b) |
in
the Landlord’s reasonable opinion there are at the date of the application
for the licence to assign no material outstanding breaches of any tenant
covenant under this Lease or any personal covenants undertaken by the Tenant
relating to the state and condition of the Property; |
| |
(c) |
in
the Landlord’s reasonable opinion the proposed assignee is a person who at
the date of the application for licence to assign is likely to be able to
comply with the tenant’s covenants in this Lease and is likely to continue
to be such a person following the assignment; |
| |
(d) |
the
proposed assignee does not have the benefit of diplomatic immunity; |
| |
(e) |
the
proposed assignee is a corporation registered in (or if an individual is resident in)
a jurisdiction in which the order of a Court obtained in England and Wales will be enforced
without any consideration of the merits of the case; |
| |
3.7.8 |
the conditions referred to
in Clause 3.8.6 (c) are that:- |
| |
(a) |
the
Tenant enters into an authorised guarantee agreement (as defined in section 16
of the 1995 Act), such agreement to be by way of deed in the form set out in
Schedule 2 with such amendments or additions as the Landlord reasonably
requires; |
| |
(b) |
if reasonably required by the
Landlord any guarantor of the Tenant enters into a guarantee such guarantee to be by way of deed
in the form set out in Schedule 2 with such amendments or additions as the Landlord reasonably requires; |
| |
(c) |
if
reasonably required by the Landlord the proposed assignee obtains one or more
guarantors reasonably acceptable to the Landlord who covenants by deed with the
Landlord in the form set out in Schedule 2 with such amendments or additions as
the Landlord reasonably requires; |
| |
(d) |
the
written licence to assign contains a condition that if at any time prior to the
assignment the circumstances (or any of them) specified in Clause 3.7.7 cease
to exist the Landlord may revoke the licence by written notice to the Tenant; |
7
| |
(e) |
if
reasonably required by the Landlord the proposed assignee deposits in a bank
account with a bank nominated by the Landlord a cash deposit equal to one
quarter of the annual Rent and the proposed assignee enters into a deed
charging that deposit in favour of the Landlord to secure the payment of Rent
and other tenant obligations under this Lease, such charge to be in such form
as the Landlord reasonably requires; |
| |
3.7.9 |
nothing
in this Clause 3.7 limits the Landlord’s right to withhold consent to an assignment
in circumstances other than those mentioned in Clause 3.7.7 if it is reasonable to do so,
or to give consent to an assignment subject to conditions other than those mentioned in
Clause 3.7.8 if those conditions are reasonable; |
| |
no advertisement,
sign or other indications of trade or business is to be set up on or affixed to the
Property without the Landlord’s Permission provided that it is agreed that the
Landlord has consented to the existing signs at the Property; |
| |
3.9.1 |
as
soon as reasonably practicable following receipt to give full particulars to the Landlord
of any communication affecting the Property or the assessment of any rate, tax, duty,
charge or other outgoing now or hereafter payable on or in respect of the Property or the
nature or value of the Landlord’s or any Superior Landlord’s interest in theProperty; |
| |
3.9.2 |
at
the reasonable request of the Landlord to make or join with the Landlord in making such
objections to or representations against or in respect of any such communication as the
Landlord deems fit Provided that the Tenant shall not be required to make any objections
which are in the Tenant’s reasonable opinion contrary to its genuine business
interest; |
| |
3.9.3 |
at
the Landlord’s reasonable request and cost to take all reasonable steps reasonably
required by the Landlord in respect of any such communication; |
| |
3.10 |
Statutory
Provisions, Fire and Health and Safety and Planning |
| |
3.10.1 |
at
the Tenant’s cost to comply with all Acts of Parliament both present and future
affecting the Property or the user thereof or the use of any plant, machinery, fixtures
or fittings in them and to keep the Landlord indemnified against all actions,
proceedings, costs, claims, demands and liabilities relating to them Provided that no
provision in this Lease shall impose any liability on the Tenant in respect of or in
relation to any pollution of the environment and/or the presence of any hazardous
substances contamination or pollution at the Property except to the extent that such
pollution or contamination arises from the activities of the Tenant its employees agents
contractors or undertenants during the term of this Lease; |
8
| |
3.10.2 |
not
to make any application under the Planning Acts or the Environment Act without the prior
written consent of the Landlord such consent not to be unreasonably withheld or delayed; |
| |
3.11 |
Rights
of Light and Encroachments |
| |
not to
stop up, darken or obstruct any windows or lights belonging to the Property or any other
premises nor to permit any new window, light, opening, doorway, path, passage, conduits
or other encroachment or easement to be made into, against or upon the Property which
might be or become a detriment or annoyance or inconvenience to the Landlord or any
Superior Landlord and in case any such window, light, opening, doorway, path, passage,
conduit or other encroachment or easement is made or attempted to be made the Tenant will
give notice as soon as reasonably practicable upon becoming aware of the same of it or
them to the Landlord and will at the request and cost of the Landlord adopt such
reasonable means as may be reasonably required to prevent any such encroachment or the
acquisition of any such easement; |
| |
3.12.1 |
to
keep the Landlord and any Superior Landlord fully indemnified against all losses,
actions, proceedings, claims, demands and reasonable costs and expenses arising directly
or indirectly out of any act, omission or negligence of the Tenant, or any persons at the
Property expressly or impliedly with the Tenant’s authority or any breach or non
observance of the covenants, conditions or other provisions of this Lease or any matters
to which this demise is subject; |
| |
3.12.2 |
to
notify the Landlord in writing immediately upon becoming aware of any of the events or
matters referred to in sub-clause 3.12.1 occurring or arising; |
| |
to pay
to the Landlord within 7 days of written demand and on an indemnity basis all reasonable
and proper costs, charges, expenses (including reasonable legal costs and surveyors fees
and other professional fees and any commission payable to a Bailiff where appropriate),
losses and liabilities which may be reasonably and properly incurred by the Landlord:- |
| |
(a) |
in
or in contemplation of any proceedings under sections 146 and 147 of the Law
of Property ▇▇▇ ▇▇▇▇ (notwithstanding that forfeiture may be avoided
otherwise than by relief granted by the court); |
| |
(b) |
as
a result of or in connection with any application for Landlord’s Permission whether
or not the application is withdrawn or the Landlord’s Permission is refused (other than
unreasonably) save where such Landlord’s Permission is granted subject to conditions
which are declared by a court of competent jurisdiction to be unreasonable; and |
9
| |
(c) |
remedying
any breach by the Tenant of any of the Tenant’s covenants or
obligations in this Lease; |
| |
immediately prior
to the Termination Date quietly to yield up the Property to the Landlord in accordance
with the proper performance of the Tenant’s covenants contained in this Lease and
with all refuse, tenants fixtures and fittings and lettering and signs put up by the
Tenant duly removed; |
| |
3.15.1 |
to
pay VAT upon the Rent and upon any other sums payable by the Tenant or any other supply
of goods or services (within the meaning of section 5 and Schedule 4 of the Value Added
Tax Act 1994) made by the Landlord to the Tenant under this Lease so far as such tax is
properly chargeable upon the same and in relation to taxable supplies made by the
Landlord to the Tenant the Landlord will deliver to the Tenant a valid VAT invoice
addressed to the Tenant; |
| |
3.15.2 |
in
every case where the Tenant has agreed to reimburse or indemnify the Landlord in respect
of any payment made by the Landlord under the terms of or in connection with this Lease
to reimburse also any VAT paid by the Landlord on such payment unless the VAT is actually
recovered by the Landlord as an input in relation to supplies to the Landlord; |
| |
that if any sums from time to time payable by the Tenant to the Landlord under this Lease are
not paid to the Landlord on the date when such sums become due (whether lawfully demanded
or not) or are tendered to the Landlord but the Landlord reasonably refuses to accept
them so as to preserve any rights the Landlord has, to pay to the Landlord (without
prejudice to any other right, remedy or power available to the Landlord) interest on such
sums (both before and after any judgment) from the date when they first became due until
the date of actual payment at the Interest Rate; |
| |
3.17 |
Removal
of Tenant’s Effects |
| |
to remove any signs, refuse, tenant’s furniture or goods upon the Property at the
determination of the Term (howsoever determined) and to make good any damage caused by
such removal. If the Tenant fails to remove them then (without prejudice to any other
remedy of the Landlord) the Landlord may, as agent of the Tenant (and the Landlord is
appointed by the Tenant to so act), sell any property and hold the proceeds of sale after
deduction of the costs and expenses of removal, storage and sale to the order of the
Tenant and the Tenant covenants to indemnify the Landlord against any liability incurred
by the Landlord to any third party whose property has been sold by the Landlord in the
bona fide mistaken belief (which is presumed unless the contrary be proved) that such
property belonged to the Tenant; |
10
| |
to perform and observe the provisions of the Head Lease (except only the covenants for the
payment of the rents reserved by the Head Lease and the covenants at clauses 3 (11) and 3
(12) of the lease dated 17th March 1967 made between the Lord Mayor Aldermen
and the Citizens of the City of Leeds (1) and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ (2)) and to keep the
Landlord indemnified against all costs, claims, demands and expenses arising either
directly or indirectly from any failure by the Tenant to perform and observe the tenant’s
obligations under the Head Lease; |
| |
3.19 |
Replacement
Guarantor |
| |
if any of the circumstances set out in sub-clause 6.1 of this Lease happen in relation to
any guarantor of any of the tenant’s covenants in this Lease the Tenant will notify
the Landlord as soon as they occur and will immediately procure that an alternative
guarantor acceptable to the Landlord (acting reasonably) covenants with the Landlord as
guarantor in place of the guarantor and to the same extent. |
| |
The Landlord covenants with the Tenant subject to the Tenant complying with terms of this
Lease:- |
| |
that the Tenant may peaceably and quietly hold and enjoy the Property during the Term without
any unlawful interruption or disturbance by the Landlord or any person rightfully
claiming through or under the Landlord; |
| |
4.2 |
Compliance
with Head Lease |
| |
to pay the rent and other sums from time to time payable under the provisions of the Head
Lease. |
| |
4.3.1 |
the
Landlord covenants with the Tenant at it’s own expense to carry out and complete or
procure the completion of the removal of all asbestos at the Property as identified in a
Report dated 31 January 2006 carried out by A1 Insulation a copy of which is annexed to
this Lease (the “Landlord’s Works”). |
| |
4.3.2 |
The
Landlord's Works must be carried out:- |
| |
(a) |
in
a good and workmanlike manner |
| |
(b) |
by
reputable contractors experienced in removal of asbestos of this type; |
| |
(c) |
using
good quality and suitable materials goods and equipment of their several kinds and in
compliance with all relevant British Standard specifications relevant at the date of
execution of the Landlord’s Works |
11
| |
(d) |
in
accordance with all relevant regulations and legislation relating to the
removal of Asbestos; |
| |
(e) |
to
the reasonable satisfaction of the Tenant |
| |
(f) |
within
six months of the date of this Lease |
| |
4.3.3 |
The
Tenant shall permit the Landlord and any contractors or workmen employed by it to obtain
access to the Property for the purpose of complying with the obligations at Clause 11.1
and 11.2 at reasonable times and on reasonable notice and having first liased with the
Tenant in relation to the carrying out of the Landlord’s Works and causing as little
interference and inconvenience as possible to the Tenant’s business and use and
occupation of the Property |
| |
4.3.4 |
On
completion of the Landlord’s Works the Landlord shall procure that a copy of the
certificate confirming completion of the removal of the asbestos is provided to the
Tenant. |
| |
5.1 |
Landlord’s
Insurance Obligations |
| |
The
Landlord covenants with the Tenant subject to the Tenant complying with the terms of this
Lease, to keep the Property or procure that the Property is kept insured during the Term
(unless such insurance becomes void or renewal is refused by reason of some act, neglect,
default or omission of the Tenant or the Tenant’s employees, licensees or visitors)
against:- |
| |
5.1.1 |
the
occurrence of the Insured Risks in such a sum as the Landlord is from time to time
advised represents the full re-instatement value of the Property; |
| |
5.1.2 |
the
cost of demolition and site clearance and the professional and other fees and costs
likely to be incurred from time to time in rebuilding or re-instating the Property
including (for the avoidance of doubt) any costs incurred by the Landlord in complying
with building or other regulations under or framed in pursuance of any Act of Parliament
or with By-Laws of any Municipal or Local Authority and any VAT which the Landlord cannot
recover from Customs & Excise; |
| |
5.1.3 |
loss
of the Rent due to damage or destruction by any of the Insured Risks for a period of 3
years |
| |
5.1.4 |
third
party and public indemnity liability of the Landlord to a reasonable amount having regard
to the Landlord’s potential liability; |
12
| |
5.1.5 |
the
Landlord’s obligation to maintain insurance is subject to insurance cover being
obtainable on reasonable terms from a reputable insurance company on the insurance market
in the United Kingdom; and |
| |
5.1.6 |
the
Landlord is not obliged to insure for any excess exclusion or limitations that are
standard in the market place for the type of cover. |
| |
5.2 |
Tenant’s Insurance Obligations |
| |
The Tenant covenants with the Landlord:- |
| |
5.2.1 |
to
pay within 7 days of demand therefor:- |
| |
(a) |
all
gross premiums and other sums payable by the Landlord in complying with the
Landlord’s covenant contained in Clause 5.1 of this Lease; |
| |
(b) |
the
amount of any additional premiums payable for the insurance of the Property
against the Insured Risks during the Term by reason of the trade or business
carried on or at the Property or anything done or kept thereon being deemed (in
their absolute discretion) a hazardous or special risk by the Landlord’s
insurers; |
| |
(c) |
the
amount required to make up any excess deducted by the Landlord’s insurers
or underwriters in respect of any claim; |
| |
5.2.2 |
to
maintain insurance in respect of the Property against any liability the Tenant or any
occupier of the Property may incur under the Premises Acts and any liability under the
indemnity provisions of Clause 3.12 |
| |
5.2.3 |
to
effect all such insurances in the name of the Tenant and to procure that the Landlord’s
interest is noted on the said policy or policies, and (if so required by the Landlord)
any Superior Landlord’s interest and/or of any mortgagee of the Landlord and/or of
any Superior Landlord in some insurance office or offices of repute approved by the
Landlord acting reasonably and at the reasonable request of the Landlord to produce the
policy or policies of such insurance and the receipt for or evidence of payment of the
last premium payable under it but not more than once in any 12 month period; |
| |
5.2.4 |
if
the Tenant fails to effect and maintain such insurances, the Landlord may effect and
maintain the same and the Tenant covenants on demand to reimburse to the Landlord all
monies reasonably expended by the Landlord for that purpose; |
| |
5.2.5 |
to
insure and keep insured all plate glass and other windows now or at any time during the
Term installed in the Property in their full re-instatement value against the usual risks
of destruction or damage and, in case of such damage or destruction, to lay out the whole
of the monies obtained from such insurance in repairing or replacing them, the Tenant
making good any deficiency out of the Tenant’s own monies; |
| |
5.2.6 |
to
comply with the requirements imposed by the insurers; |
13
| |
5.2.7 |
to
notify the Landlord of the occurrence of any Insured Risk as soon as reasonably
practicable after becoming aware of it; |
| |
5.2.8 |
not
to maintain any other insurance in respect of the Property other than as referred to in
sub-clauses 5.2.2 and 5.2.5 of this Lease; |
| |
5.2.9 |
not
to do anything on the Property which may render any increased or extra premium payable
for the insurance of the Property unless the Tenant pays the additional premium to the
Landlord or which may make void or voidable any insurance policy and to reimburse the
Landlord immediately on demand the cost of any such increased or extra premium |
| |
If the Property or any part of it is at any time during the Term destroyed or damaged by any
of the Insured Risks so as to be unfit for occupation and use and provided that the
policy or policies of insurance effected by the Landlord has not been vitiated or payment
of the policy monies refused in whole or in part in consequence of some act, neglect,
default or omission of the Tenant or the Tenant’s employees, licensees or visitors
(save for such irrecoverable monies are paid by the Tenant to the Landlord) then the
Rent, or a fair and reasonable proportion of it according to the nature and extent of the
damage sustained, will be suspended until the Property is again rendered fit for
occupation and use or for such period as may be covered for loss of rent by the policy or
policies of insurance effected by the Landlord (whichever period is the shorter). |
| |
If
the Property is damaged or destroyed by any of the Insured Risks from time to time
insured against subject to:- |
| |
5.4.1 |
the
Landlord obtaining all necessary consents (which the Landlord covenants to use all
reasonable endeavours to obtain); |
| |
5.4.2 |
payment
by the Tenant of any reasonable excess deducted by the Landlord's insurers or
underwriters; and |
| |
5.4.3 |
the
insurance not having been vitiated or payment refused in whole or in part in consequence
of any act or omission of the Tenant or the Tenant’s employees, licensees or
visitors save where such irrecoverable monies are paid by the Tenant to the Landlord; |
| |
the Landlord will cause all insurance monies received by the Landlord (other than in respect
of loss of rent, costs and fees) to be laid out as soon as reasonably practicable in or
towards rebuilding or reinstating the Property making up any shortfall from its own
monies so far as reasonably practicable to the same state as before such damage or
destruction. |
| |
5.5 |
Determination
of the Term |
| |
If
the Property is at any time during the Term completely destroyed or substantially damaged
(as to which the decision of the Landlord prevails) by any cause whatsoever the Landlord
may at any time within one year thereafter give to the Tenant notice in writing
determining the Term and it immediately ceases and determines but without prejudice to
the rights of either party against the other in respect of any prior breach of any
obligation contained in this Lease and in the event of such determination (or if the
rebuilding or re-instatement of the Property is prevented or frustrated by any other
reason whatsoever) the Landlord is entitled to receive the whole of any insurance monies
paid in respect of the Property for the Landlord’s benefit. |
14
| 6. |
PROVISOS
AND DECLARATIONS |
| |
6.1.1 |
the
Rent or any part of it is unpaid for 14 days after becoming payable (whether formally
demanded or not); or |
| |
6.1.2 |
any
covenant on the Tenant's (or the Guarantor's) part or any condition contained in this
Lease is not performed or observed; or |
| |
6.1.3 |
the
Tenant (or Guarantor) enters into an arrangement or composition for the
benefit of its creditors; or |
| |
6.1.4 |
the
Tenant (or Guarantor) has any distress or other execution levied on its goods; or |
| |
6.1.5 |
an
individual Tenant (or Guarantor) dies or commits and act of bankruptcy or has an
Administration Order made in respect of it or appears unable to pay its debts within the
meaning of section 268 of the Insolvency ▇▇▇ ▇▇▇▇; or |
| |
6.1.6 |
a
corporate Tenant (or Guarantor) has a winding up order made in respect of it other than a
members voluntary winding up of a solvent company for the purposes of amalgamation or
reconstruction approved by the Landlord (such approval not to be unreasonably withheld)
or has a receiver, administrator or an administrative receiver appointed of it or any of
its assets or is dissolved or struck off the Register of Companies or (being a
corporation incorporated outside the United Kingdom) is dissolved or ceases to exist
under the laws of its country or state of incorporation or appears unable to pay its
debts within the meaning of section 132 of the Insolvency ▇▇▇ ▇▇▇▇. |
| |
then it is lawful for the Landlord or any person authorised by the Landlord at any time
thereafter to re-enter upon the Property or any part of it in the name of the whole and
thereupon the Term absolutely determines but without prejudice to any right of action of
the Landlord in respect of any breach of the Tenant’s obligations contained in this
Lease. |
| |
6.2 |
Compensation
for Disturbance |
| |
Any statutory right of the Tenant to compensation from the Landlord on vacating the Property
is excluded from this letting to the extent allowed by law. |
| |
Section
62 of the Law of Property Act 1925 is excluded from this Lease and the Tenant is not by
virtue of this Lease deemed to have acquired or be entitled by any means whatsoever to
any easement affecting any other land or premises now or at any time after the date of
this Lease belonging to the Landlord and not comprised in this Lease. |
15
| |
This Lease is governed by English law and the parties submit to the exclusive jurisdiction of
the High Court of Justice in England. |
| |
6.5.1 |
Any
notice (which includes any communication) to be served by any party to this Lease must be
in writing and is deemed to be properly served if sent by Recorded or Special Delivery or
delivery by hand in the case of:- |
| |
(a) |
a
company, to the registered office of such company; or |
| |
(b) |
an
individual, to the address of such individual |
| |
in both
cases to the address as stated in this Lease, unless such company or individual has
notified the other of any change in the registered office of such company or address of
such individual in accordance with the terms of this Clause. |
| |
6.5.2 |
Service
of any notice is deemed to be effected in the case of:- |
| |
(a) |
delivery
by hand, at the time of delivery, unless the notice is received either after 4.00pm on a
working day or on a day which is not a working day, in which case it is deemed to be
effected on the next working day; or |
| |
(b) |
service
by Recorded or Special Delivery, at the expiration of 2 (two) working days from
delivery into the custody of the postal authorities |
| |
in
proving service it is sufficient to prove that personal delivery was made or that the
envelope containing such notice was properly addressed and delivered into the custody of
the postal authorities as a prepaid first class Recorded or Special Delivery. |
| |
6.5.3 |
If
the party to whom any notice to be served consists of more than one person the service of
notice upon one of such persons constitutes service upon all of them. |
| |
(a) |
required
to be given by a party may be given by that party’s solicitor or agent;
and/or |
| |
(b) |
addressed
to a party by name is not rendered invalid by reason of the party having died,
become insolvent or changed name, whether or not the party serving notice is
aware of the fact. |
| |
6.5.5 |
If
the Landlord assigns the benefit of its interest under this Lease and either the assignee
or the Landlord gives notice of such assignment to the Tenant any notice required under
this Lease is deemed properly served on the Landlord only if served on both the Landlord
and the assignee in accordance with the provisions of this Lease. |
16
| |
6.6 |
No Warranty as to Use |
| |
Nothing in this Lease implies that the Property may lawfully be used for the purpose specified as
the authorised use in this Lease. |
| |
This is a new tenancy for the
purposes of the Landlord and Tenant (Covenants) ▇▇▇ ▇▇▇▇. |
| |
6.8 |
Head Lease and Mortgagees |
| |
6.8.1 |
Any
rights or reservations reserved to the Landlord are reserved also in favour of any
Superior Landlord and any mortgagee of the Landlord or any Superior Landlord, as
appropriate. |
| |
6.8.2 |
Where
the Landlord’s consent for any matter is required under the terms of this Lease and
consent is also required from any Superior Landlord or any mortgagee, as appropriate,
under the terms of the Head Lease or the mortgage, as appropriate:- |
| |
(a) |
the
Landlord is entitled to withhold the giving of consent until the consent of the
Superior Landlord or any mortgagee, as appropriate, has been given; and |
| |
(b) |
nothing
in this Lease implies that such further consents may not be unreasonably
withheld or delayed; |
| |
TheGuarantor
covenants as primary obligor with the Landlord in the terms set out in Schedule 2. |
| |
Any covenants or obligations contained in any agreement to grant this Lease on the part of
the Landlord, any predecessor in title to the Landlord or a developer are personal
covenants on the part of the person entering into such covenants or obligations and are
not annexed to and incidental to the Property and are not enforceable against the
Landlord qua Landlord. |
| 9. |
CONTRACTS
(RIGHTS OF THIRD PARTIES) ACT |
| |
A person who is not a party to this Lease has no right under the Contracts (Rights of Third
Parties) ▇▇▇ ▇▇▇▇ to enforce any term of this Lease but this does not affect any right or
remedy of a third party which exists or is available apart from that Act. |
| |
If the Tenant shall desire to determine this Lease on the first anniversary of the
commencement of the Term or at any time thereafter during the Term (the “Break Date”)
and shall give not less than 6 months written notice of such desire to the Landlord and
shall have paid Rent and all other sums due form the Tenant to the Landlord under the
terms of this Lease up to the Break Date and shall on the Break Date give vacant
possession of the Property to the Landlord then at the expiration of the said 6 month
written notice period this Lease and everything herein contained shall cease and
determine but without prejudice to any claim by the Landlord or the Tenant in respect of
any antecedent breach of any covenant condition or agreement herein contained. |
17
| 11. |
EXCLUSION
OF SECURITY OF TENURE |
| |
11.1 |
Prior
to the Tenant entering into this Lease or becoming contractually bound to do so the
Landlord served a notice on the Tenant under Section 38A (3) of the Landlord and ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ and the Tenant made a statutory declaration complying with the requirements of
Schedule 2 of the Regulatory Reform (Business Tenancies) (England and Wales) Order 2003. |
| |
11.2 |
The
parties agree that the provisions of Sections 24 to 28 (inclusive) of the Landlord and
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ shall not apply to the tenancy created by this Lease. |
| |
11.3 |
A
copy (certified by solicitors as a true copy of the original) of the notice and statutory
declaration referred to in clause 11.1 above are annexed to this Lease. |
| |
12.1 |
In
this Clause the following words shall have the following meanings:- |
| |
12.1.1 |
“New
Lease” means a lease to be granted by the Landlord to the Tenant pursuant to this
Clause on terms set out below. |
| |
12.1.2 |
“New
Lease Completion Date” means the date of completion of the New Lease in accordance
with this Clause. |
| |
12.1.3 |
“Market
Rent” means the annual rent at which the Property would reasonably be expected to be
let on the New Lease Completion Date upon a letting for a term of 7 years (such letting
to be contracted outside of the security of tenure provisions of sections 24 to 28
(inclusive) of the Landlord and Tenant Act 1954) commencing on the New Lease Completion
Date as might reasonably be expected to be negotiated in the open market on the
assumptions that:- |
| |
(a) |
the Property is fully fitted
out and equipped to the requirements of a willing tenant and is available for immediate beneficial
occupation and use |
| |
(b) |
the
Property is to be let as a whole by a willing landlord to a willing tenant
without payment of a fine or premium and with vacant possession and on the
terms of the New Lease |
| |
(c) |
the
Property can lawfully be used as a printing works with ancillary offices and car-parking |
| |
(d) |
no
work has been carried out on or about the Property by the Tenant or it’s
respective predecessors in title which has reduced the lettable floor area of
the Property or diminished the rental value of the Property and that in case
the Property has been damaged or destroyed they have been fully restored |
18
| |
(e) |
no
reduction is to be made to take account of any rent free period or other
rental concessions which on a new letting with vacant possession might be
granted to an incoming tenant in respect of the carrying out by such
incoming tenants of fitting out works to the Property. |
| |
(f) |
the
Tenant is able to recover VAT in full |
| |
(g) |
the
covenants and provisions of the Lease on the part of the Landlord and Tenant
have been fully performed and observed |
| |
but disregarding
any effect on rental value of :- |
| |
(a) |
the
fact that the Tenant or their respective predecessors in title in their
respective businesses have been in occupation of the Property |
| |
(b) |
the
existence at the New Lease Completion Date of any improvement to the Property
or any part thereof carried out with consent where required otherwise than in
pursuance of an obligation to the Landlord or its predecessors in title (except
obligations requiring compliance with statutes or directions of local authorities or
others bodies exercising powers under statute or by royal charter) by and at the sole
cost of the Tenant or their respective predecessors in title during the Term or during
any period of occupation prior thereto |
| |
(c) |
any
goodwill attached to the Property by reason of any business carried out there by the
Tenant or by any authorised undertenant or by any of their predecessors in business |
| |
(d) |
the
taxable status of the Tenant for the purposes of VAT or any other tax |
| |
12.1.4 |
"Schedule
of Condition" means the schedule of condition to be obtained by the Tenant in accordance
with this Clause 12 |
| |
12.2 |
If
the Tenant wishes to take the New Lease it shall serve written notice to that effect (the
“Option Notice”) on the Landlord not less than 6 months prior to the expiry of
the Term and the Landlord shall grant and the Tenant shall accept the New Lease on the
day following the expiry of the Term. |
| |
12.3 |
The
New Lease shall be granted on the same terms as this Lease but with the following
amendments:- |
| |
12.3.1 |
The
Term shall be 7 years |
| |
12.3.2 |
the
rent shall be the Market Rent as ascertained pursuant to the
provisions of Clause 12.7 below |
19
| |
12.3.3 |
the
option to renew contained in this Clause shall be deleted |
| |
12.3.4 |
Clause
3.3 shall be deleted and shall be replaced with the following:- |
| |
|
“ 3.3
to keep the Property clean and in good and substantial repair and working order (damage
by those of the Insured Risks from time to time insured against alone excepted unless
such insurance is vitiated or payment of the policy monies refused in whole or in part in
consequence of any act or omission of the Tenant or the Tenant’s employees,
licensees and/or visitors or the Tenant fails to pay any excess in accordance with the
provisions of this Lease) and PROVIDED that the Tenant shall not be obliged by this
Clause or by any other Clause within this Lease to put the Property into any better state
of repair or condition than as evidenced by the Schedule of Condition annexed hereto” |
| |
12.3.5 |
The
Schedule of Condition shall be annexed to the New Lease |
| |
12.3.6 |
In Clause 10 the words |
| |
on the
first anniversary of the commencement of the Term or at any time
thereafter during the Term (the "Break Date")" |
|
shall be deleted and the
following words inserted |
| |
“at
any time during the term (the “Break Date”)" |
| |
12.4 |
The
New Lease shall be excluded from the operation of sections 24 to 28 (inclusive) of the
Landlord and Tenant Act (1954) |
| |
12.5 |
If
the Tenant serves the Option Notice it shall as soon as reasonably practicable thereafter
procure that a Schedule of Condition in relation to the Property is obtained at it’s
own cost and shall provide a copy of the same to the Landlord. |
| |
12.6 |
The
Landlord shall use reasonable endeavours to agree the Schedule of Condition with the
Tenant prior to the New Lease Completion Date and its approval shall not be unreasonably
withheld or delayed. |
| |
12.7 |
In
the event that the Tenant serves the Option Notice the Landlord and the Tenant shall
endeavour to agree the Market Rent but if (for whatever reason) the Market Rent shall not
have been agreed by the date being three months before the New Lease Completion Date then
either the Landlord or the Tenant may by notice in writing require that the Market Rent
be determined by a valuer who shall be appointed by the Landlord or the Tenant or in
default of agreement appointed on the request of either party by the President for the
time being of the RICS provided that:- |
| |
12.7.1 |
the
valuer shall be a chartered surveyor who shall have relevant experience in valuing and
letting property similar to the Property and from a reputable firm or company of
chartered surveyors; and |
| |
12.7.2 |
the
valuer shall act as an arbitrator and the arbitration shall be conducted in accordance
with the Arbitration ▇▇▇ ▇▇▇▇ and if the arbitrator shall die or decline to act the
President for the time being of the RICS may on the application of either party discharge
the arbitrator and appoint another in his place. |
20
| |
12.8 |
If
the Market Rent has not been agreed by the New Lease Completion Date then the rent
payable under this Lease shall continue to be payable until such agreement or
determination and within seven days after such agreement or determination the Tenant
shall pay the balance due (being the shortfall between the rent under this lease and the
revised rent) together with interest at the base rate of Barclays Bank plc |
| |
12.9 |
The
Tenant shall register this Option to renew at H M Land Charges Registry and at H M Land
Registry as appropriate within 6 months of the date of this Lease and the Landlord shall
consent to such application provided always that in the event that the Tenant shall not
exercise the option to renew conferred by this clause 12 of the Lease, the Tenant shall
on the expiration of the Term (howsoever determined) immediately apply to the Land
Registry and/or the Land Charges department to remove any such entries and provide
evidence of such removal to the Landlord. |
EXECUTED AS A DEED by the
parties on the date which first appears in this Lease.
21
SCHEDULE 1
THE PROPERTY
ALL THOSE premises situate at
and known as ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇ ▇▇▇ together with
ancillary car-parking premises all which said premises are shown for the purposes of
identification only edged red on the Plan and include the following so far as they exist
at any time during the Term:-
| |
(a) |
all Conducting Media exclusively serving such premises; |
| |
(b) |
all fixtures, fittings, plant, machinery and equipment within such premises
(except tenant’s and trade fixtures, fittings, plant, machinery and
equipment); and |
| |
(c) |
all other structures amenities and appurtenances upon or enjoyed with the said
premises. |
22
SCHEDULE 2
GUARANTOR’S
COVENANTS
| 1. |
GUARANTEE
OF PERFORMANCE |
| |
Until such time as the Tenant whose obligations the Guarantor is guaranteeing is released from
its covenants by the terms of the 1995 Act the Rent and any other sum due under this
Lease will be paid in accordance with this Lease and all the Tenant’s covenants and
conditions contained in this Lease will be duly observed and performed as well after as
before any disclaimer of this Lease and in the event of default the Guarantor will pay
and make good to the Landlord on demand and indemnify the Landlord against all losses,
damages, costs and expenses arising out of such default or otherwise incurred by the
Landlord whether arising under a court order or by virtue of any judgment or
determination. |
| 2. |
ACCEPTANCE
OF NEW LEASE/RE-LETTING |
| |
If this Lease is disclaimed at any time prior to the Tenant whose obligations the Guarantor
is guaranteeing being released from its covenants by the terms of the 1995 Act then:- |
| |
2.1 |
if
so required by the Landlord within six months of the disclaimer the Guarantor will at its
own cost accept a new lease of the Property for a term equal to the residue of the term
granted by this Lease remaining and at the Rent payable at the date of such disclaimer
and on the same terms as those contained in this Lease (and subject to any underlease or
tenancy or other interest created by the Tenant for the time being affecting the Property
or any part thereof) such new lease to take effect from the date of such disclaimer; and |
| |
2.2 |
if
the Landlord alternatively desires to relet the Property otherwise than to the Guarantor
then the Guarantor will pay to the Landlord on demand the Rent and other sums that would
have been payable under this Lease but for the disclaimer or forfeiture including the
costs incurred by the Landlord in relation to any such reletting or any attempted
reletting (together with interest thereon at the Interest Rate) from the date of the
disclaimer or forfeiture until th date on which the Property is relet or the date which
is six months from the date of the disclaimer or the expiry of the Term whichever is the
earlier |
| 3. |
LIABILITY
OF THE GUARANTOR |
| |
The obligations of the Guarantor set out in paragraphs 1 and 2 are continuing and are not
affected by any of the following:- |
| |
3.1 |
the
Landlord grants time or indulgence to the Tenant or waives or fails to enforce payment of
the Rent or other sums due or the performance and observance of any of the terms of this
Lease; |
| |
3.2 |
the
terms of this Lease are varied (whether in writing or otherwise) by the Landlord and the
Tenant unless such variation is a relevant variation as defined in section 18(4) of the
1995 Act in which case the Guarantor is liable only to the extent provided for by section
18 of the 1995 Act; |
23
| |
3.3 |
the
reversion to this Lease is transferred; |
| |
3.4 |
the
Landlord refuses to accept the rent tendered when the Landlord was entitled (or would
have been entitled after service of a notice under section 146 Law of Property Act 1925)
to re-enter the Property; |
| |
3.5 |
the
Tenant ceases to exist or its structure, composition or powers are altered; |
| |
3.6 |
the
surrender of any part of the Property or the Term demised by this Lease; |
| |
3.7 |
the
release of any one or more of the Tenants or Guarantors (where there are two or more); |
| |
3.8 |
the
Guarantor would but for this provision have been released by any act or thing other than
a deed of release executed by the Landlord. |
| 4. |
GUARANTOR
AS PRIMARY OBLIGOR |
| |
If any purported obligation or liability of the Tenant to the Landlord contained in this
Lease proves invalid or unenforceable on any ground whatsoever whether or not known to
the Landlord including but not limited to any illegality or defect in the powers of the
Tenant or the manner in which they are exercised or the authority of the person
purporting to exercise them or any legal or other limitation disability or incapacity of
the Tenant the Guarantor is liable to the Landlord as primary obligor in respect of the
purported obligations and liabilities contained in this Lease or arising under it as if
they were valid and enforceable, and the Guarantor hereby agrees to indemnify the
Landlord fully in respect of any loss suffered by the Landlord as a result of any failure
of the Tenant to carry out any such purported obligation or liability. |
24
|
|
| SIGNED (but not delivered until the |
) |
| date hereof) AS A DEED by |
) |
| ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ |
) |
| in the presence of:- |
) |
Signature of Witness:
Name of Witness:
Address:
|
|
| SIGNED (but not delivered until the |
) |
| date hereof) AS A DEED by |
) |
| ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ |
) |
| in the presence of:- |
) |
Signature of Witness:
Name of Witness:
Address:
|
|
| EXECUTED (but not delivered until the |
) |
| date hereof) AS A DEED by |
) |
| BAF PRINTERS LIMITED |
) |
| acting by:- |
) |
Director
Director/Secretary
|
|
| EXECUTED (but not delivered until the |
) |
| date hereof) AS A DEED by |
) |
| MTS MEDICATION TECHNOLOGIES LIMITED |
) |
| acting by:- |
) |
Director
Director/Secretary