LEASE AGREEMENT TERMS AND CONDITIONS
DATED 2000
HARVING LIMITED
to
LEASE
of
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▇▇▇▇▇▇▇▇▇▇
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Term of Years 20 years
from the [25th] day of [March] 2020
Expires 2002
Rent in pounds; 40,000.00 per annum exclusive (subject to review)
Messrs. ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Tel. ▇▇▇▇ ▇▇▇ ▇▇▇▇
Ref. AO/MT/HARVING LEASE.Unit 9/2704.2000
CONTENTS
1. PARTICULARS
2. DEFINITION
3. INTERPRETATION
4. DEMISE
5. TENANT'S CONVENATS
1. Rent and service charges
2. Outgoings & VAT
3. Electricity Gas etc
4. Repair Cleaning Decoration
5. Waste & Alterations
6. Aerials Signs & Adverts
7. Statutory obligations
8. Landlords access & Notice to repair
9. Alienation
10. Nuisance etc. & Residential Restrictions
11. Payment of Proportion of Expenses
12. Landlords Costs
13. Planning Acts
14. Plans Documents & Information
15. Indemnities
16. Reletting Boards
17. Encroachments
18. Yield Up
19. Interest on arrears
20. Statutory Notices etc
21. Keyholders
22. Sale of Reversion
23. Defective Premises
24. New Guarantor
25. Landlords Rights
26. User
27. Ceiling and Floor Loading
28. Contamination
6. LANDLORDS COVENANTS
1. Quiet Enjoyment
2. Maintenance of common facilities
7. INSURANCE
1. Landlord to insure
2. Details of insurance
3. Payment of insurance Rent
4. Suspension of Rent
5. Reinstatement and Termination
6. Tenants Insurance Covenants
7. Landlords Insurance Covenants
8. GUARANTORS COVENANTS
1. To pay observe & perform
2. To take lease on disclaimer
3. Payments following disclaimer
9. PROVISOS
1. Re-entry & distress
2. Exclusion of use warranty
3. Entire understanding
4. Representations
5. Licenses etc
6. Tenants property
7. Compensation on vacating
8. Service of Notices
9. Break clause
10. Arbitration
FIRST SCHEDULE
The Premises
FIRST PART
Rights Granted
SECOND PART
Rights Reserved
SECOND SCHEDULE
Rent Review
THIRD SCHEDULE
Services Charges
LEASE DATED: 2000
1. PARTICULARS
1.1.1 THE LANDLORD HARVING LIMITED whose
registered office is at
1.1.2 THE TENANT
1.2 THE PREMISES ALL THOSE premises known
As ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇ mor particularly described in the First
Schedule hereto
1.3 THE TERM 20 years from the [25th ] day of March
2000
1.4.1 RENT COMMENCEMENT DATE
the Day of 2000
1.5 RENT FORTY THOUSAND POUNDS
(£40,000) per annum subject to review in
accordance with the provisions of the
Second Schedule hereto
1.6 INTEREST RATE 4% per year above base lending
rate of Lloyds Bank Plc or such
other Bank (being a member of
The Committee of London and
Scottish Banks) as the Landlord
may from time to time nominate
In writing
1.7 PERMITTED USER A use specified in Class B1 (c) or B2 or B8
of the Schedule to the Town and Country
Planning (Use Classes) order 1987 with
ancillary offices.
2. DEFINITIONS
2.1 For all purposes of this Lease the terms defined in Clause 1 and 2
have the meanings specified
2.2 "Insurance Rent" means the sums which the Landlord shall from time
to time pay by way of premium:
2.2.1 for insuring the Premises in accordance with its obligations
contained in the Lease
2.2.2 and for insuring such amount and on such terms as the Landlord
shall consider appropriate or shall be reasonable against all
liabilities of the Landlord to third parties arising out of or
in connection with any matter including or relating to the
Premises
2.3 "Insured Risks" means fire lighting storm tempest explosion aircraft
(including articles dropped therefrom) aerial devises riot civil
commotion malicious persons and vandals earthquake flood bursting and
overflowing of water pipes tanks and other apparatus and impact from
vehicles and subsidence heave and landslip (provided such cover is
generally available for the type of buildings on the Premises) and
such other risks as are normally covered by a comprehensive buildings
insurance policy and such further risks as the Landlord from time to
time in its reasonable discretion may think fit to insure against
2.4 "interest" means interest during the period from the date on which
payment is due or notified to the Tenant to the date of payment both
before and after judgment at the interest rate prevailing or if such
base rate referred to in 1.6 ceases to exist such other rate of
interest as is most closely comparable with the interest rate to be
agreed between the parties or in default of agreement to be determined
by the Surveyor action as an expert and not as an arbitrator
2.5 "Surveyor" means any property qualified person or firm appointed by
the Landlord to perform any of the functions of the Surveyor under the
Lease (including an employee of the Landlord or Company that is a
member of the same group as the Landlord within the meaning of Section
44 of the 1954 Act and including also the person or firm appointed by
the Landlord to collect the rents)
2.6 "the 1954 Act" means the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ and all Statutes
and Regulations and Orders included by virtue of Clause 3.13 hereof
2.7 "Pipes" means all pipes sewers drains and apparatus for the supply of
services or for the disposal of foul or surface water (including the
septic tank serving the Premises and the outfall drainage (therefrom)
mains ducts conduits gutters watercourses wires cables channels flues
and all other conduction media and includes any fixings louvres cowls
and other ancillary apparatus which are in on or under or which serve
the Premises
2.8 "The Plan" means the plan annexed to the Lease
2.9 "The Planning Acts" means the Town and Country Planning Acts 1971 to
1990 and all Statutes Regulations and Orders included by virtue of
Clause 3/13
2.10 "The Arbitration Acts" means the Arbitration ▇▇▇ ▇▇▇▇
2.11 "Rent" means the rent referred to in clause 1.5 of the Particulars of
this Lease hereto and such term does not include Insurance Rent but
the term "Rents" includes the Insurance Rent
2.12 "The Estate" means ▇▇▇▇▇▇ Business Park Malmesbury Wiltshire as shown
(for the purposes of identification only) edged green on the plan
attached hereto
3. INTERPRETATION
3.1 The Landlord and the Tenant where the context so admits include the
person or persons or Company for the time being entitled to the
reversion immediately expectant on the determination of the Term and
the Tenant's successors in title respectively at any time
3.2 Where the Landlord the Tenant or any Guarantor for the time bing are
two or more persons obligations expressed or implied to be made by or
with such party are deemed to be made by or with such persons jointly
and severally
3.3 Words importing one gender include all other genders and works
importing the singular include the plural and vice versa
3.4 The expression "Guarantor" means any person who enters into covenants
with the Landlord pursuant to Clauses 5.9.6
3.5 The expression "the Term" includes the Contractual Term and any period
of holding over or extension or continuance of the Contractual Term at
common law
3.6 References to "the last year of the Term' include the last year of the
Term if the Term shall determine otherwise than by effluxion of time
and references to "the expiration of the Term" include such other
determination of the Term
3.7 References to any right of the Landlord to have access to the Premises
shall be construed as extending to any mortgage of the Premises and to
all person authorised by the Landlord or mortgagee (including agents
professional advisers contractors workmen and others) where such
mortgage grants such rights of access to the mortgagee
3.8 Any covenant by the Tenant not to do an act or thing shall be deemed
to include an obligation to use reasonable endeavour not to permit or
suffer such act or thing to be done by another person where the Tenant
is aware that such act or thing is being done
3.9 References to "consent of the Land" or words to similar effect mean a
consent in writing signed by or on behalf of the Landlord and to
" approved" and 'authorised' or words to similar effect mean (as the
case may be) approved or authorised in writing by or on behalf of the
Landlord
3.10 The terms "the parties" or "party" mean the Landlord and/or the Tenant
but except where there is an express indication to the contrary
exclude the Guarantor
3.11 "Development" has the meaning given by the Town and Country ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ Section 55
3.12 Any references to a specific Statute include any statutory extension
or modification amendment or re-enactment of such Statute and any
Regulations or Orders made under such Statute and any general
reference to "Statute or "Statutes" includes any Regulations or Orders
made under such Statute or Statutes
3.13 References in this Lease to any clause sub-clause or Schedule without
further designation shall be construed as a reference to the clause
sub-clause or Schedule to this Lease so numbered
3.14 The clause paragraph and schedule headings and the tale of contents do
not form part of this Lease and shall not be taken into account in its
construction or interpretation
4. DEMISE
The Landlord demises to the Tenant the Premises TOGETHER WITH the rights
and easements specified in the first part of the First Schedule EXCEPTING
AND RESERVING to the Landlord and all those entitled to like rights the
rights specified in the second part of the First Schedule TO HOLD the
Premises to the Tenant for the Term SUBJECT to all rights easements
privileges restrictions covenants and stipulations of whatever nature now
affecting the Premises (but excluding any such matters contained in any
legal charge or other security document) YIELDING AND PAYING to the
Landlord
4.1 The Rent payable without any deduction by equal quarterly payments in
advance on the usual quarter days in every year and proportionately
for any period of less than a year the first such payment being a
proportionate sum in respect of the period from the Rent Commencement
Date to and including the day of 2000
4.2 By way of further rent the Insurance Rent payable on demand in
accordance with clause 7
5. THE TENANT'S COVENANTS
The Tenant covenants with the Landlord:
5.1 Rent and Service Charges
5.1.1 to pay the Rents on the days and in the manner set out in this
Lease and not to exercise or seek to exercise any right or
claim to withhold Rents or any right or claim to legal or
equitable set-off
5.1.2 to make such payments by banker's order to any bank and account
in the United Kingdom that the Landlord may from time to time
nominate
5.1.3 to pay the service charge calculated in accordance with the
Third Schedule hereto on the dates stated there
5.2 Outgoings and VAT
To pay and to indemnify the Landlord against:
5.2.1 all rates taxes assessments duties charges impositions and
outgoings which are now or during the Term shall be charged
assessed or imposed upon the Premises or upon the owner or
occupier of them excluding any payable by the Landlord
occasioned by receipt of the rents or by any disposition of
dealing with or ownership of any interest reversionary to the
interest created by this Lease and if the Landlord shall suffer
any loss of rating relief which may be applicable to empty
premises after the end of the Term by reason of such relief
being allowed to the Tenant in respect of any period before the
end of the Term to make good such loss to the Landlord and
5.2.2 VAT (or any tax of a similar nature that may be substituted for
it or levied in addition to it) chargeable in respect of any
payment made by the Tenant under any of the terms of or in
connection with this Lease or in respect of any payment made by
the Landlord where the tenant agrees in this Lease to reimburse
the Landlord for such payment and in respect of which the
Landlord cannot obtain credit from the Revenue Authorities
5.3 Electricity, Gas and other services consumed
To pay the suppliers and to indemnify the Landlord against all charges
for electricity gas water and other services consumed or used at or in
relation to the Premises (including meter rents)
5.4 Repair, cleaning, decoration etc
5.4.1 From time to time and at all times to repair and if necessary
rebuild the Premises and keep them in good and substantial
repair excepting damage caused by an Insured Risk other than
where and to the extent that the insurance money is irrevocable
in consequence of any act or default of and under the Tenant's
control
5.4.2 To replace from time to time the Landlord's fixtures and
fittings forming part of the Premises which may be or become
beyond repair at any time during or at the expiration of the
Term
5.4.3 To keep the Premises in a clean and tidy condition and to clean
the glass of all windows comprised in the Premises both inside
and out at ▇▇▇▇▇▇ once in every month of the Term
5.4.4 To decorate the Premises when specified below on each occasion
using the type of finish used previously all painting to be
with at least two coats of good quality paint and all wallpaper
and wall coverings to be of good quality:
5.4.4.1 The exterior of the Premises during every third year
of the Term
5.4.4.2 The interior of the Premises including all internal
steel work in every sic year of the term
5.4.4.3 In addition the whole of the property during the last
year of the Term (howsoever determined) and on such
occasion the colour of any paint and the pattern of
any wallpaper or wall covering must be approved in
advance by the Landlord
5.4.5 Where the use of Pipes boundary structures or other things is
common to the Premises and other property to be responsible
for and to indemnify the Landlord against all sums due from
and to undertake all work that is the responsibility of the
owner lessee or occupier of the Premises in relation to those
Pipes or other things
5.5 Waste and Alterations
5.5.1 Not to:
5.5.1.1 commit any waste
5.5.1.2 make any addition to the Premises
5.5.1.3 unite the Premises with any adjoining premises
5.5.1.4 make any structural alterations to the Premises or
to make any alteration to the Premises save as
permitted by the following provisions of this clause
5.5.2 Not to make internal non-structural alterations to the
Premisses without:
5.5.2.1 obtaining and complying with all necessary consents
of any Competent authority and paying all charges of
any such authority in respect of such consents
5.5.2.2 making an application supported by drawings and
where appropriate a specification in duplicate
prepared by an architect or member of some other
appropriate profession (who shall supervise the work
throughout to completion)
5.5.2.3 paying the fees of the Landlord an mortgagee and
their respective professional advisers and
5.5.2.4 entering into such covenants as the Landlord may
reasonable require as to the execution and
reinstatement of the alterations and in the case
of any works of a substantial nature the Landlord
may require prior to the commencement of such works
the provision by the Tenant of adequate security in
the form of a deposit of money or the Provision of
a bond as assurance to the Landlord that any works
which may from time to time be permitted by the
Landlord shall be fully completed if commenced
5.5.3 Subject to the provisions of clause 5.5.2 not to make any
internal nonstructural alterations to the Premises without the
consent of the Landlord such consent not to be unreasonably
withheld or delayed
5.5.4 To remove any additional buildings additions alterations or
improvements made to the Premises at the expiration of the
Term if so requested by the Landlord and to make good any part
of or parts of the Premises which may be damaged by such
removal
5.5.5 Not to make connection with the Pipes that serve the Premises
otherwise than in accordance with plans and specifications
approved by the Landlord such approval not to be unreasonably
withheld or delayed subject to consent to make such connection
having previously been obtained from the competent statutory
authority or undertaker where appropriate
5.6 Aerials, Signs and Advertisements
5.6.1 Not to erect any pole mast or wire (whether in connection
with telegraphic telephonic radio or television
communication or otherwise) upon the Premises
5.6.2 Not to affix to or exhibit on the outside of the Premises or
to or through any window of the Premises nor display
anywhere on the Premises any placard sign notice facia board
or advertisement except any such advertising the Tenants
business and any permitted by virtue of any consent given by
the Landlord pursuant to a covenant contained in this Lease
5.7 Statutory Obligations
5.7.1 At the Tenant's own expense to execute all works and provide
and maintain all arrangements upon or in respect of the
Premises or the use to which the Premises are being put that
are required in order to comply with the requirements of any
Statute (Already or in the future to be passed) or any
government department, local authority other public or
competent authority or court of competent jurisdiction
regardless of whether such requirements are imposed on the
lessor lessee or the occupier and for which the tenant is
liable hereunder
5.7.2 Without prejudice to the generality of the above to comply
in all respects with the provisions of any Statues and any
other obligations imposed by law or by any byelaws
applicable to the Premises or in regard to carrying on the
trade or business for the time being carried on the Premises
5.8 Access of Landlord and Notice to Repair
5.8.1 To permit the Landlord at all reasonable times upon giving
not more than three days notice in writing
5.8.1.1 to enter upon the Premises for the purpose of
ascertaining that the covenants and conditions of
this Lease have been observed and performed
5.8.1.2 to view (and open up floor and other parts of the
Premises where such opening-up is required in order
to view) the state of repair and condition of the
Premises and
5.8.1.3 to give the Tenant (or leave upon the Premises) a
notice specifying any repairs cleaning maintenance
or painting that the Tenant has failed to execute
in breach of the terms of this Lease and to request
the Tenant to execute the same including the
making Good of such opening-up (if any) if any
such opening-up reveals a breach of the terms of
this Lease
5.8.2 Immediately to repair cleanse maintain and paint the Premises as
required by such notice
5.8.3 If within two months of the service of such a notice the Tenant
shall not have commenced and be proceeding diligently with the
execution of the work referred to in the notice or shall fail to
complete the work within three months or if in the Landlord's
Surveyor's reasonable opinion the Tenant is unlikely to have
completed the work within such period to permit the Landlord to
enter the Premises to execute such work as may be necessary to
comply with the notice and to pay to the Landlord the reasonable
and proper cost of so doing and all expenses incurred by the
Landlord (including legal costs and surveyor's fees) within 14 days
of written demand
5.9 Alienation
5.9.1 Not to hold on trust for another or (save pursuant to a
transaction permitted by and effected in accordance with the
provisions of this Lease) part with the possession of the
whole or any part of the Premises or permit another to occupy
the whole or any part of the Premises
5.9.2 Not to assign or charge part only of the Premises and not to
underlet the whole of the Premises
5.9.3 Not to assign or charge the whole of the Premises without the
prior consent of the Landlord such consent not to be
unreasonably withheld or delayed
5.9.4 Not to underlet part only of the Premises without first having
obtained the prior consent of the Landlord (such consent not to
be unreasonably withheld or delayed) subject to the provisions
of clauses 5.9.8 to 5.9.13 hereof
5.9.5 Prior to any permitted assignment to procure that the assignee
enters into direct covenants with the Landlord to perform and
observe all the Tenant's covenants and all other provisions
during the residue of the Term
5.9.6 On a permitted assignment to a limited company and if the
Landlord shall so reasonably require to procure that at least
two directors of the company or some other guarantor or
guarantors reasonably acceptable to the Landlord enter into
direct covenants with the Landlord in the form of the
Guarantor's covenants contained in this Lease with "the
Assignee' substituted for "the Tenant"
5.9.7 Prior to the completion of a permitted assignment to execute
and deliver to the Landlord a Deed of Guarantee (being an
Authorised Guarantee Agreement within Section 16 of the
Landlord and Tenant (Covenants) Act 1995) in a form reasonably
required by the Landlord
5.9.8 That each and every permitted underlease shall be granted
without any fine or premium at a rent not less
(proportionately) than the then open market rental value of the
premises such rent being payable in advance on the days on
which Rent is payable under this Lease and shall contain
provisions reasonably approved by the Landlords:
5.9.8.1 prohibiting the undertenant from doing or allowing
any act or thing in relation to The underlet
premises inconsistent with or in breach of the
provisions of this Lease
5.9.8.2 for re-entry by the underlandlord on breach of any
covenant by the undertenant
5.9.8.3 imposing an absolute prohibition against all
disposition of or other dealings whatever with the
Premises other than an assignment underletting or
charge of the whole
5.9.8.4 prohibiting any assignment underletting or charge of
the whole without the prior Consent of the Landlord
under this Lease
5.9.8.5 prohibiting the undertenant from permitting another
to occupy the whole or any Part of the Premises other
than in accordance with the terms of the above sub-
clauses
5.9.8.6 imposing in relation to any permitted assignment
underletting or charge the same obligations for
registration with the Landlord as are contained in
this Lease in relation to dispositions by the Tenant
and
5.9.8.7 imposing in relation to any permitted underletting
the same obligations as are contained in clauses
5.9.8, 5.9.9, 5.9.10, 5.9.11, 5.9.13
5.9.8.8 incorporating a Break Clause in the terms of clause
9.9 of this Lease
5.9.8.9 Prior to any permitted underletting to procure that
the undertenant enters into direct covenants with the
Landlord to the like effect as those contained in
Clauses 5.9.8, 5.9.9, 5.9.10, 5.9.11 and 5.9.13
5.9.9 To enforce the performance and observe by every such undertenant of
the provisions of the underlease and not at any time either
expressly or by implication to waive any breach of the covenants or
conditions on the part of any undertenant or assignee of any
underlease not (without the consent of the Landlord such consent not
to be unreasonably withheld or delayed) vary the terms of any
permitted underlease 5.9.10 in relation to any permitted
underlease if the rent is to be reviewed:
5.9.11.1 to ensure that the rent is reviewed in accordance
with the terms of the uderlease
5.9.11.2 to give notice to the Landlord of the details of the
determination of every rent review within 28 days
5.9.11.3 not to agree to reviewed rent with undertenant
without the approval of the Landlord
5.9.11.4 where the underlease so provides not to agree that
the third party determining the rent in default of
agreement shall act as an arbitrator or as an expert
without the approval of the Landlord
5.9.11.5 not to agree upon the appointment of a person to act
as the third party determining the rent in default
of agreement without the approval of the Landlord
5.9.11.6 incorporate as part of its submissions or
representations to the third party such submissions
or representations of the Landlord shall require
5.9.12 Each every permitted underlease of part or parts of the
Premises shall contain a provision excluding the provisions of
Section 24-28 of the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ Part II
5.9.13 With 28 days of any assignment charge underlease or sub-
underlease or any transmission or other devolution relating to
the Premises to produce for registration with the Landlord's
solicitor such deed or document or a certified copy of it and
to pay the Landlord's solicitor's reasonable charges for the
registration of every such document such charges not being
less than £20 (twenty pounds)
5.10 Nuisance etc and Residential Restricitons
5.10.1 Not to do nor allow to remain upon the Premises anything
which may be or become or cause a nuisance annoyance
disturbance inconvenience injury or damage to the
Landlord or its tenants or the owners or occupiers of
adjacent or neighbouring premises
5.10.2 Not to use the Premises for a sale by auction or for any
dangerous noxious noisy or offensive trade business
manufacture or occupation nor for any illegal or immoral
act or purpose
5.10.3 Not to keep any animal fish reptile or bird anywhere on the
Premises
5.11 Payment of Proportion of Expenses
To pay on demand to the Landlord or to whomsoever it may direct a
fair proportion (to be assessed by the Landlord's surveyor whose
decision shall be final except in the case of manifest error) of
the costs (including surveyors managing agents and other professional
fees) of repairing maintaining and replacing all party walls fences
roofs and gutters and all sewers drains wires and cables which serve
the Premises in common with other premises
5.12 Landlord's Costs
To pay to the Landlord on an indemnity basis all costs fees charges
disbursements and expenses (including without prejudice to the
generality of the above those payable to counsel solicitors surveyors
and bailiffs) properly and reasonably incurred by the Landlord in
relation to or incidental to:
5.12.1 every application made by the Tenant for a consent or license
required by the provisions of this Lease whether such consent
or license is granted or refused or proffered subject to any
lawful qualification or condition or whether the application
is withdrawn unless such refusal qualification or condition
is unlawful whether because it is unreasonable or otherwise
5.12.2 the preparation and service of a notice under the Law of
Property ▇▇▇ ▇▇▇▇ Section 146 or incurred by or in
contemplation of proceedings under Sections 146 or 147 of
that Act notwithstanding that forfeiture is avoided otherwise
than by relief granted by the court
5.12.3 the recovery or attempted recovery of arrears of rent or
other sums properly due from the Tenant and
5.12.4 any steps taken in contemplation of or in direct connection
with the preparation and service of a schedule of
dilapidation during op within 3 months after the expiration
of the Term
5.13 The Planning Acts
5.13.1 Not to commit any breach of planning control (such term to be
construed as it is used in the Planning Acts) and to comply
with the provisions and requirements of the Planning Acts
that affect the Premises whether as to the Permitted User or
otherwise and to indemnify (both during or following the
expiration of the Term) and keep the Landlord indemnified
against all liability whatsoever costs and expenses in
respect of any contravention
5.13.2 At the expense of the Tenant to obtain all planning
permissions and to serve all such notices as may be required
for the carrying out of any operations or user on the
Premises by the Tenant which may constitute Development
provided that no application for planning permission shall be
made without the previous consent of the Landlord
5.13.3 Subject only to any statutory direction to the contrary to
pay and satisfy any charge or levy that may subsequently be
imposed under the Planning Acts in respect of the carrying
out or maintenance of any such operations or the commencement
or continuance of any such user
5.13.4 Notwithstanding any consent which may be granted by tile
Landlord under this Lease not to carry out or make any
alteration or addition to the Premises or any change of use
until:
5.13.4.1 all necessary notices under the Planning Acts have
been served and copies produced to the Landlord
5.13.4.2 all necessary permissions under the Planning Acts
have been obtained and produced to the Landlord and
5.13.4.3 the Landlord has acknowledged that every necessary
planning permission is acceptable to it such
acknowledgement not to be unreasonably withheld or
delayed the Landlord being entitled to refuse to
acknowledge its acceptance of a planing permission
on the grounds that any condition contained in it
or anything omitted from it or the period referred
to in it would in the reasonable opinion of the
Surveyor be (or be likely to be) prejudicial to the
Landlord s interest in the Premises whether
during or following the expiration of the Term
5.13.5 Unless the Landlord shall otherwise direct to carry out and
complete before the expiration of the Term
5.13.5.1 any works stipulated to be carried out to the
Premises by a date subsequent to such expiration as
a condition of any planning permission granted at
the request of the Tenant and implemented by it for
any Development begun before the expiration of the
Term and
5.13.5.2 any Development begun upon the Premises in respect
of which the Landlord shall or may be or become
liable for any charge or levy under the Planning
Acts
5.13.6 In any case where a planning permission is granted subject to
conditions and if the Landlord reasonably requires to provide
security for the compliance with such conditions and not to
implement the planning permission until security has been
provided
5.13.7 It reasonably required of the Landlord but at the cost of the
Landlord to appeal against any refusal of planning permission
or the imposition of any conditions on a planning permission
relating to the Premises following an application by the
Tenant
5.14 Plans Documents and Information
If called upon to do so to produce to the Landlord or the Surveyor all
plans documents and such evidence as the Landlord may reasonably require
in order to satisfy itself that the provisions of this Lease have been
complied with
5.15 Indemnities
To be responsible for and to keep the Landlord fully indemnified against
all damage damages losses costs expenses actions demands proceedings
claims and liabilities made against or suffered or incurred by the
Landlord arising directly or indirectly out of:
15.15.1 Any act or omission of the Tenant or any persons at
the Premises expressly or Impliedly with the Tenant's
authority and under the Tenant's control or
15.15.2 any breach or non-observance by the Tenant of the
covenants conditions or other provision of this Lease
or any of the matters to which this demise is subject
5.16 Reletting Boards
To permit the Landlord at any time during the last 6 months of the
contractual term and at any time thereafter unless the Tenant shall
have made a valid court application under Section 24 of the 1954 Act or
otherwise be entitled in law to remain in occupation or to a new tenancy
of the Premises (or sooner if the rents or any part of them shall be in
arrear and unpaid for longer than 28 days) to enter upon the Premises
and affix and retain on a suitable part of the Premises a notice for
reletting the Premises and during such period to permit persons with
the written authority of the Landlord or its agents at reasonable times
of the day to view the Premises
5.17 Encroachments
5.17.1 Not to stop up darken or obstruct any windows or light belonging
to any other building on the Estate
5.17.2 To take all reasonable steps to prevent any new window light
opening doorway path passage pipe or other encroachment or
easement being made or acquired in against out of or upon the
Premises and to notify the Landlord immediately if any such
encroachment or easement shall be made or acquired (or attempted
to be made or acquired) and at the request and cost of the
Landlord to adopt such means as shall reasonably be required to
prevent such encroachment or the acquisition of any such
easement
5.18 Yield Up
At the expiration of the Term
5.18.1 to yield up the Premises in repair and in accordance with the
terms of this Lease
5.18.2 to give up all keys of the Premises to the Landlord and
5.18.3 to remove all signs erected by the Tenant in upon or near the
Premises and immediately to make good any damage caused by such
removal
5.19 Interest on Arrears
5.19.1 If the Tenant shall fail to pay the Rents or any other sum due
under this Lease within 14 days of the date due whether formally
demanded or not (save for Rent or any other sum the amount of
which was tote notified by the Landlord who has failed to do
so) the Tenant shall pay to the Landlord Interest (compounded on
each quarter day) on the Rents or other sum from the date when
they were due to the date on which they are paid and such
Interest shall be deemed to be rents due to the Landlord
5.19.2 Nothing in the preceding clause shall entitle the Tenant to
withhold or delay any payment of the Rents or any other sum due
under this Lease after the date upon which they fall due or
in any way prejudice affect or derogate from the rights of the
Landlord in relation to such non-payment (including but without
prejudice to the generality of the above) under the proviso for
re-entry contained in this Lease
5.20 Statutory Notices etc
To give full particulars to the Landlord of any notice direction order
or proposal for the Premises made given or issued to the Tenant by any
local or public authority within 14 days of receipt and if so required
by the Landlord to produce it to the Landlord and without delay to take
all necessary steps to comply with the notice direction or order of
the Landlord to make or join with the Landlord at the joint expense of
the Landlord and the Tenant in making such objection or representation
against or in respect of any notice direction order or proposal as the
Landlord shall reasonably deem necessary
5.21 Keyholders
To ensure that at all times the Landlord has and the local Police force
has written notice of the name home address and home telephone number
of at least two keyholders of the Premises
5.22 Sale of Reversion etc
To permit upon reasonable notice at any time during the Term
prospective purchasers of or agents instructed in connection with the
sale of the Landlord s reversion or of any other interest superior to
the Term to view the Premises without interruption provided they are
authorised in writing by the Landlord or its agents
5.23 Defective Premises
To give notice to the Landlord of any defect in the Premises which
might give rise to an obligation on the Landlord to do or refrain from
doing. any act or thing in order to comply with the provisions of this
Lease or the duty of care imposed on the Landlord pursuant to the
Defective Premises Act 1972 or otherwise and at all times to display
and maintain all notices which the Landlord may from time to time
reasonably require to be displayed at the Premises relating to such
duty of care
5.24 New Guarantor
Within 14 days of the death during the Term of any Guarantor or of such
person becoming bankrupt or having a receiving order made against him
or having a receiver appointed under the Mental Health ▇▇▇ ▇▇▇▇ or
being a company passing a resolution to wind up or entering into
liquidation or having a receiver appointed to give notice of this to
the Landlord and if so required by the Landlord at the expense of the
Tenant within 28 days to procure some other person acceptable to the
Landlord such acceptance not to be unreasonably withheld to execute a
guarantee in respect of the Tenant s obligations contained in this
Lease in the form of the Guarantor s covenants contained in this Lease
5.25 Landlord s Rights
To permit the Landlord at all times during the Term to exercise without
interruption or interference any of the rights granted to it by virtue
of the provisions of this Lease
5.26 User
5.26.1 To use the Premises for the Permitted User only
5 26 2 Not to use or permit to be used the Premises or
any part thereof for any illegal or immoral
purpose or in a manner which in the reasonable
opinion of the Landlord (which the Tenant agrees to
accept without dispute) is or may become a nuisance
or annoyance or disturbance to the Landlord or the
owner or occupier of any neighbouring premises
5.26.3 Not to bring into the Premises anything of an
explosive or inflammable nature
5.26.4 Not to hold an auction sale on the Premises nor
allow anyone else to do so
5.26.5 Not to allow any materials manufactured or part
manufactured goods tools machinery unroadworthy
vehicles pallets packaging waste or rubbish to be
stored in or left on any open land which is part
of the Premises
5.27 Ceiling and Floor Loading
5.27.1 Not to bring or permit to remain upon the Premises
any safes machinery goods or other articles which
shall or may strain or damage the Premises or any
part of them
5.27.2 Not without the consent of the Landlord to suspend
anything from the ceiling of the Premises
5.27.3 On any application by the Tenant for the Landlords
consent under paragraph
5.27.2 the Landlord may consult and obtain the advice of
an engineer or other person in relation to the
loading proposed by the Tenant and the Tenant
shall repay to the Landlord on demand the fees of
such engineer or other person
5.28 Contamination
(a) The Tenant shall carry out all necessary works to remedy any
contamination at the Premises which is required under any legislation
in force from time to time during the Term or by order of any
government regulatory or administrative authority resulting from acts
or omissions by the Tenant its employees or agents at the Premises
(b) The Tenant shall:-
(i) indemnify the Landlord against all liability costs expenses
loss or damage (including but not limited to clean up costs
remediation costs legal and environmental consultancy
expenses) arising from contamination at the Premises
resulting from acts or omissions by the Tenant its employees
or agents at the Premises
(ii) indemnify the Landlord against any liability for claims from
third parties or from any government regulatory or
administrative authority resulting from contamination at or
released from the Premises resulting from acts or omissions
by the Tenant its employees or agents at the Premises
(iii) indemnify the Landlord against liabilities arising out of or
in connection with any breach liability or violation of any
environmental law by the Tenant its employees or agents at
the Premises
(c) In this clause "environmental law" means all laws regulations codes of
practice circulars guidance notes and the like (whether in the United
Kingdom or elsewhere) concerning the protection of human health or the
environment or the condition of the workplace or the general
transportation storage treatment or disposal of any dangerous substance
and "dangerous substance" means any natural or artificial substance
(whether in solid or liquid form or in the form of a gas or vapour
and whether alone or in combination with any other substances) capable of
causing harm to man or other living organism supported by the environment
or of damaging the 2 environment or public health or welfare including
but not limited to any controlled special hazardous toxic or dangerous
waste
2. THE LANDLORD S COVENANTS
The Landlord covenants with the Tenant:
6.1 Quiet Enjoyment
To permit the Tenant peaceably and quietly to- hold and enjoy the
Premises without any interruption or disturbance from or by the Landlord or any
person claiming under or in trust for the Landlord or by title paramount
6.2 To maintain to the reasonable satisfaction of the Tenant the
landscaping areas on the retained land the roadway edged blue on the plan the
signage the sprinkler system all other areas over which the Tenant has a right
of way any Pipes which are used by the Premises in common with any part of the
retained land and if thought reasonably necessary by the Landlord a security
system
6.3 To empty the septic tank serving the Premises when thought reasonably
necessary by the Landlord
3. INSURANCE
7.1 Landlord to Insure
The Landlord covenants with the Tenant to insure the Premises in the name
of the Landlord and have the interest of the Tenant noted therein and such other
persons as the Landlord may reasonably require unless such insurance shall be
vitiated by any act of the Tenant or by anyone at the Premises expressly or by
implication with the Tenant s authority and under the Tenant's control
7. 2 Details of the Insurance
Insurance shall be effected:
7.2.1 in such substantial and reputable insurance office or with
such underwriters and through such agency as the Landlord
may from time to time reasonably decide
7.2.2 for the following sums:
7.2.2.1 such reasonable sum as the Landlord shall from
time to time be advised by the Surveyor as being the full
cost of rebuilding and reinstatement including architects
surveyors and other professional fees fee payable upon any
application for planning permission or other permits or
consents that may be required in relation to the rebuilding
or reinstatement of the Premises the cost of debris removal
demolition site clearance any works that may be required by
Statute and incidental expenses and
7.2.2.2 the loss of Rent payable under this Lease from
time to time for three years
7.2.3 against damage or destruction by the Insured Risks to the
extent that such insurance may ordinarily be arranged for
properties such as the Premises with an insurer of repute
and subject to such excesses exclusions or limitations as
the insurers may require
7.3 Payment of Insurance Rent
The Tenant shall pay the Insurance Rent on the date of this Lease for
the period from and including the Rent Commencement Date to the day before the
next policy renewal date and subsequently the Tenant shall pay the Insurance
Rent within fourteen days of a demand and (if so demanded) in advance but not
more than one month in advance of the policy renewal date
7.4 Suspension of Rent
7.4.1 If and whenever during the Term:
7.4.1.1 the Premises or any part of them are damaged or
destroyed by any of the Insured Risks except one against
which insurance may not ordinarily be arranged with an
insurer of repute for properties such as the Premises
unless the Landlord has in fact insured against that risk
so that the Premises or any part of them are unfit for
occupation or use and
7.4.1.2 payment of the insurance money is not refused in
whole or in part by reason of any act or default of the
Tenant or anyone at the Premises expressly or by
implication with the Tenant s authority and under the
Tenant s control the following provisions of this clause
shall have effect
7.4.2 When the circumstances contemplated in clause 7.4.1 arise
the Rent or a fair proportion of the Rent according to the nature and
the extent of the damage sustained shall cease to be payable
until the Premises or the affected part shall have been rebuilt or
reinstated so that the Premises or the affected part are made fit for
occupation or use or until the expiration of three years from
the destruction or damage whichever period is the shorter (the amount
of such proportion and the period during which the Rent shall cease
to be payable to be determined by the Surveyor acting
as an expert and not as an arbitrator whose decision shall be final
and binding save in the case of manifest error)
7.5 Reinstatement and Termination if Prevented
7.5.1 If and whenever during the Term:
7.5.1.1 the Premises or any part of them are damaged or
destroyed by any of the Insured Risks or Insured Risks except one
against which insurance may not ordinarily be arranged with
an insurer of repute for properties such as the Premises unless
the Landlord has in fact insured against that risk and
7.5.1.2 the payment of the insurance money is not refused in
whole or in part by reason of any act or default of the Tenant or
anyone at the Premises expressly or by implication with
the Tenant s authority and under the Tenant s control the
Landlord shall use its reasonable endeavour to obtain all
planning. permissions or other permits and consents that may be
required under the Planning Acts or other Statutes (if any) to
enable. The Landlord to rebuild and reinstate ('Permissions )
7.5.2 Subject to the provisions of clauses 7.5.3 and 75.4 the
Landlord shall as soon as the Permissions have been obtained or
immediately where no Permissions are required apply all money received
in respect of such insurance (except sums in respect of loss of Rent)
in rebuilding or reinstating the Premises so destroyed or damaged
7.5.3 For the purposes of this clause the expression 'Supervening
Events means:
7.5.3.1 the Landlord has failed despite using its reasonable
endeavour to obtain the Permissions
7.5.3.2 any of the Permissions have been granted subject to
lawful condition with which it would be impossible for (or in all
the circumstances it would be unreasonable to expect) the
Landlord to comply
7.5.3.3 some defect or deficiency in the site upon which the
rebuilding or reinstatement is to take place would render the
same impossible or would mean that the same could only be
undertaken at a cost that would be unreasonable in all the
circumstances
7.5.3.4 the Landlord is unable to obtain access to- the site for
the purposes of rebuilding or reinstating
7.5.3.5 any other circumstances beyond the control of the
Landlord
7.5.4 The Landlord shall not be liable to rebuild or reinstate
the Premises if and for so long as such rebuilding or reinstating
is prevented by Supervening Events
7.5.5 If upon the expiry of a period of three years commencing
on the date of the damage or destruction the Premises have not
been rebuilt or reinstated so as to be fit for the Tenant's
occupation and use:
7.5.5.1 the Term will absolutely cease but without prejudice to
any rights or remedies that may have accrued to either party
against the other.
7.5.5.2 all monies received in respect of the insurance effected
by the Landlord pursuant to this Clause shall belong to the
Landlord
7.6 Tenant s Insurance Covenants
The Tenant covenants with the Landlord;
7.6.1 to comply with all the reasonable requirements and recommendations
of the insurers notified to the Tenant
7.6.2 not to do or omit anything that could cause any policy of
insurance of or in relation to the Premises to become void or
voidable wholly or in part and not (unless the Tenant shall have
previously notified the Landlord and has agreed to pay the
increased premium) to do anything by which additional insurance
premiums may become payable
7.6.3 to keep the Premises supplied with such fire fighting equipment as
the insurers and the fire authority may require or as the Landlord
may reasonably require and to maintain such equipment
to their satisfaction and in efficient working order and at least
once in every 6 months to cause any sprinkler system and other
fire fighting equipment to be inspected by a competent person
7.6.4 not to store or bring onto the Premises any article substance or
liquid of a specially combustible inflammable or explosive nature
and to comply with the requirements and recommendations of the
fire authority and the reasonable requirements of the Landlord as
to fire precautions relating to the Premises
7.6.5 not to obstruct the access to any fire equipment or the means of
escape from the Premises nor to lock any fire door while the
Premises are occupied
7.6.6 to give notice to the Landlord immediately upon the happening of
any event which might affect any insurance policy on or relating
to the Premises or upon the happening of any event against
which the Landlord may have insured under this Lease
7.6.7 immediately to inform the Landlord in writing of any conviction
judgment or finding of any court or tribunal relating to the
Tenant of such a nature as to be likely to affect the decision of
any insurer or underwriter to grant or to continue any such
insurance
7.6.8 if at any time the Tenant shall be entitled to the benefit of any
insurance on the Premises (which is not effected or maintained in
pursuance of any obligation contained in this Lease) to apply all
money received by virtue of such insurance in making good the loss
or damage in respect of which such money shall have been received
7.6.9 if and whenever during the Term the Premises or any part of them
are damaged or destroyed by an Insured Risk and the insurance
money under the policy of insurance effected by the Landlord
pursuant to its obligations contained in this Lease is by reason
of any act or default of the Tenant or anyone at the Premises
expressly or by implication with the Tenant s authority and under
the Tenant s control wholly or partially irrecoverable immediately
in every such case (at the option of the Landlord) either:
7.6.9.1 to rebuild and reinstate at its own expense the Premises
or the part destroyed or damaged to the reasonable satisfaction
and under the supervision of the Surveyor the Tenant being allowed
towards the expenses of so doing upon such rebuilding and
reinstatement being completed the amount (if any) actually
received in respect of such destruction or damage under any such
insurance policy or
7.6.9.2 to pay to the Landlord on demand with Interest the
amount of such insurance money so irrecoverable in which event the
provisions of clause 7.4 and 7.5 shall apply
7.6.9.3 to pay on demand (but not more than once every 12
months) the cost of insurance valuation of the Premises
7.7 Landlord s Insurance Covenants
The Landlord covenants with the Tenant in relation to the policy of
insurance effected by the Landlord pursuant to its obligations contained in this
Lease 7.7.1 to produce to the Tenant on demand (but not more than once in any
year of the Term) a copy of the policy and the last premium renewal receipt or
reasonable evidence of the terms of the policy and the fact that the last
premium has been paid
7.7.2 to procure that the interest of the Tenant is noted or
indorsed on the policy
7.7.3 to notify the Tenant of any material change in the risks
covered by the policy from time to time and
7.7.4 to produce to the Tenant on demand written confirmation from
the insurers that they have agreed to waive all rights of
subrogation against the Tenant
8. THE GUARANTOR S COVENANTS
The Guarantor (if any) covenants with the person named in clause 1.1.1 and
without the need for any express assignment with all its successors in title
that:
8.1 To Pay Observe and Perform
During the Term the Tenant shall punctually pay the Rents and observe
and perform the covenants and other terms of this Lease and if at any time
during the Term the Tenant shall make any default in payment of the Rents or in
observing or performing any of the covenants or other terms of this Lease the
Guarantor will pay the Rents and observe or perform the covenants or terms in
respect of which the Tenant shall be in default and make good to the Landlord on
demand and indemnify the Landlord against all losses damages costs and expenses
arising or incurred by the Landlord as a result of such nonpayment
non-performance or non-observance notwithstanding:
8.1.1 any time or indulgence granted by the Landlord to the Tenant or
any neglect or forbearance of the Landlord in enforcing the payment of the
Rents or the observance or performance of the covenants or other terms of
this Lease or any refusal by the Landlord to accept Rents tendered by or on
behalf of the Tenant at a time when the Landlord was entitled (or would
after the service of a notice under the Law of Property ▇▇▇ ▇▇▇▇ Section
146 have been entitled) to re-enter the Premises
8.1.2 that the terms of this Lease may have been varied by agreement
between the parties
8.1.3 that the Tenant shall have surrendered part of the premises in
which event the liability of the Guarantor under this Lease shall continue
in respect of the part of the Premises not so surrendered
after making any necessary apportionments under the Law of Property ▇▇▇
▇▇▇▇ Section 140 and
8.1.4 any other act or thing by which but for this .provision the
Guarantor would have been released
8.2 To take Lease following Disclaimer
If at any time during the Term the Tenant (being an individual) shall become
bankrupt or (being a company) shall enter into liquidation and the trustee in
bankruptcy or liquidator shall disclaim this Lease the Guarantor shall if the
Landlord shall by notice within 60 days after such disclaimer so require take
from the Landlord a Lease of the Premises for the residue of the Contractual
Term which would have remained had there been no disclaimer at the Rents then
being paid under this Lease and subject to the same covenants and terms as in
this Lease (except that the Guarantor shall not be required to procure that any
other person is made a party to that Lease as guarantor) such new lease to take
effect from the date of such disclaimer and in such case the Guarantor shall
pay the costs of such new Lease and execute and deliver to the Landlord a
counterpart of it
8.3 To make Payments following Disclaimer
If this Lease shall be disclaimed and for any reason the Landlord does not
require the Guarantor to accept a new lease of the Premises in accordance with
clause 8.2 the Guarantor shall pay to the Landlord on demand an amount equal to
the difference between any money received by the Landlord for the use or
occupation of the Premises and the Rents in both cases for the period
commencing with the date of such disclaimer and ending on whichever is the
earlier of the following dates:
8.3.1 the date 6 months after such disclaimer and
8.3.2 the date (if any) upon which the Premises are relet
9. PROVISOS
9.1 Re-Entry
If and whenever during the Term;
9.1.1 the Rents (or any of them or any part of them) under this
Lease are outstanding for 21 days after becoming due whether formally
demanded or not (except in the case of Insurance Rent) or
9.1.2 there is a breach by the Tenant or the Guarantor of any
covenant or other term of this Lease or any document expressed to be
supplemental to this Lease or
9.1.3 an individual Tenant becomes bankrupt or
9.1.4 a company Tenant or the Guarantor
9.1.4.1 enters into liquidation whether compulsory or
voluntary (but not if the liquidation is for amalgamation or
reconstruction of a solvent company) or Administration Order
made against it
9.1.5 the Tenant enters into an arrangement for the benefit of it
is creditors
or
9.1.6 the Tenant has any distress or execution levied on its goods
the Landlord may re-enter the Premises (or any part of them in the name
of the whole) at any time (and even if any previous right of re-entry
has been waived) and then the Term will absolutely cease but without
prejudice to any rights or remedies which may have accrued to the
Landlord against the Tenant or the Guarantor or to the Tenant against
the Landlord in respect of any breach of covenant or other
term of Lease (including the breach in respect of which the re-entry
is made) shall be lawful for the Landlord into and upon the Premises or
any part thereof to enter and distrain and the distress or distresses
there found to dispose of in due course of the law and to apply the
proceeds therein in or towards payment of Rent in arrear and all cost
charges and expenses incurred by the non-payment thereof and so that
the power of the Landlord to distrain upon the Premises for rent in
arrear shall extend to and include any tenants fixtures and fittings
not otherwise by law distrainable which may from time to time be
thereon and be without prejudice to all other rights and remedies
available
9.2 Exclusion and use Warranty
Nothing in this Lease or in any consent granted by the Landlord under this Lease
shall imply or warrant that the Premises may lawfully be used under the Planning
Acts for the purpose authorised in this Lease (or any purpose subsequently
authorised)
9.3 Entire Understanding
This Lease embodies the entire understanding of the parties relating to the
premises and to all the matters dealt with by any of the provisions of this
Lease
9.4 Representations
The Tenant acknowledges that this Lease has not been entered into in reliance
wholly or partly on any statement or representation made by or on behalf of the
Landlord except any such statement or representation that is expressly set out
in this Lease or is set out in writing by the solicitors for the landlord
9.5 Licences etc Under Hand
Whilst the Landlord is a limited company or other corporation all licences
consents approvals and notices required to be given by the Landlord shall be
sufficiently given if given under the hand of a director the secretary or other
duly authorised officer of the Landlord or the Surveyor on behalf of the
Landlord
9.6 Tenant s Property
If after the Tenant has vacated the Premises on the expiry of the Term any
property of the Tenant remains in or on the Premises and the Tenant fails to
remove it within 14 days after being requested in writing by the Landlord to do
so or if after using its best endeavour the Landlord is unable to make such a
request to the Tenant within 21 days from the first attempt so made by the
Landlord:
9.6.1 the Landlord may as the agent of the Tenant sell such property and
the Tenant will indemnify the Landlord against any liability incurred by it
to any third party whose property shall have been sold by the Landlord in
the mistaken belief held in good faith (which shall be presumed unless the
contrary be proved) that such property belonged to the Tenant
9.6.2 if the Landlord having made reasonable efforts is unable to locate
the Tenant the Landlord shall be entitled to retain such proceeds of sale
absolutely unless the Tenant shall claim them within 6 months of the date
upon which the Tenant vacated the Premises and
9.6.3 the Tenant shall indemnify the Landlord against any damage
occasioned on the Premises and any actions claims proceedings costs expenses
and demands made against the Landlord caused by or related to the presence
of the property or on the Premises
9.7 Compensation on Vacating
Any statutory right of the Tenant to claim compensation from the Landlord on
vacating the Premises shall be excluded to the extent that the law allows
9.8 Service of Notices
The provisions of the Law of Property ▇▇▇ ▇▇▇▇ Section 196 as amended by the
Recorded Delivery Service ▇▇▇ ▇▇▇▇ shall apply to the giving and service of
all monies and documents under or in connection with the Lease except that
Section 196 shall be deemed to be amended as follows:
9.8.1 the final words of Section 196(4)... and that service.., be
delivered shall be deleted and there shall be substituted . . and that
service shall be deemed to be made on the third Working Day after the
registered letter has been posted 'Working Day" meaning any day from Monday
to Friday (inclusive) other than Christmas Day Good Friday and any
statutory bank or public holiday
9.8.2 any notice or document shall also be sufficiently served if sent
by telephonic facsimile transmission or any other means of electronic
transmission to the party to be served and that service shall be deemed to
be made on the day of transmission if transmitted before 4pm on
a Working Day but otherwise on the next following Working Day (as defined
above) and in this clause party includes the Guarantor
9.8.4 in the event that the Tenant or the Guarantor is a limited company
any notice to be served on the Tenant or on the Guarantor shall be sent to
its registered office
9.9 Tenant Break Clause
If the Tenant wishes to determine this Lease at the end of the tenth year of the
Term and shall give to the Landlord not less than six months notice in writing
and shall up to the date of expiry of such notice have paid the Rents reserved
by and substantially observed the tenant s covenants contained in this Lease
then upon the expiry of such notice the Term shall immediately cease
and determine but without prejudice to the respective rights of either parties
in respect of any antecedent claim for breach of covenant subject to the
following:
9.9.1 If the Tenant shall exercise the right to determine this Lease
referred to above the Tenant shall on service of such notice pay
to the landlord a sum equivalent to six months Rent at the time
when such notice is served
9.9.2 The Landlord will use its best endeavours to re-let the Premises
on such termination of the Term and if it is able to do so it will
forthwith on completion of such new Lease repay to the Tenant a
sum of money which shall be calculated by the following formula:
-
RxP
183
where R = the six months rent paid by the Tenant
P = the number of days from the commencement of such new Lease
to the expiry of 183 days after the determination of this Lease
9.9.3 For the purposes of this clause time shall be of the essence
9.10 Arbitration
Any disputed matter referred to arbitration under this Lease is to be decided by
arbitration under Part of the Arbitration ▇▇▇ ▇▇▇▇ by a single arbitrator
appointed by the parties to the dispute. If they do not agree on that
appointment the then President of the Royal Institution of Chartered surveyors
may appoint the arbitrator at the request of either party.
IN WITNESS of which this deed has been executed the day and year first above
written
Executed as a Deed by HARVING )
LIMITED acting )
by two Directors/A Director )
and the Secretary )
Director
[on counterpart only] Director/Secretary
Executed as a Deed by )
Limited )
acting by two Directors/A Director )
and the Secretary )
Director
Director/Secretary
The Premises
ALL THOSE premises situate at and known as ▇▇▇▇ ▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ shown (for the purposes of identification only) edged red
on the plan attached hereto or which premises form part of the land registered
at HM Land registry under Title No. WT17735
1.1 any Pipes that are in or on and that exclusively serve the Premises
1.2 all additions and improvements to the Premises
1.3 all Landlord s fixtures and fittings of every kind which shall
from time to time be in or upon the Premises (whether originally
fixed or fastened to or upon the Premises or otherwise) except such
fixtures installed by. the Tenant that can be removed from the
Premises without permanently defacing the Premises
FIRST PART
Rights Granted
1. A right of way together with the Tenant s servants and licensees with or
without vehicles at all times and for all purposes connected with the use
and enjoyment of the Premises for the permitted use over the area edged
blue on the plan
2. To enjoy free and uninterrupted passage and running of water electricity
gas telephone foul effluent or surface water and other services to and from
the property through the Pipes which are now or may at any time during
the Term be in under or passing through the remainder of the Landlord s
▇▇▇▇▇▇ Business Park Estate shown edged green and ▇▇▇▇▇ on the plan ('the
retained land ) subject to payment of a fair proportion of the cost of
repairing maintaining and renewing the same [NB This clause to be
clarified]
3. With workmen and others at all reasonable times on notice (except in the
case of emergency) to enter upon the retained land for the purpose of
repairing cleansing and maintaining or renewing any buildings on or any
such Pipes serving the Premises subject to making good any damage caused
SECOND PART
Rights Reserved
There shall be excepted and reserved to the Landlord and the Landlord s
successors in title the owners and occupiers for the time being of the retained
land the following rights:
1. To enjoy free and uninterrupted passage and running of water electricity
gas telephone foul effluent or surface water and other services to and from
the retained land through all pipes which are now or may at any time
during the lease period be in under or passing through the Premises subject
to payment of a fair proportion of the cost or repairing maintaining and
renewing the same
2. With workmen and others at all reasonable times on notice (except in the
case of emergency) to enter upon the Premises for the purpose of repairing
cleansing and maintaining or renewing the retained land and any
buildings on the retained land or any such pipes serving the retained land
subject to making good any damage caused
3. To connect into any water supply pipe running under the Premises and to
take water therefrom subject to the Landlord installing a water meter and
making payment on demand to the Tenant or the water supply company for the
costs of water used
4. A right of way with or without vehicles over the land hatched red on the
plan
SECOND SCHEDULE
Rent Review Provision
In this Clause:
1.1. "The Review Date" means the................day of.................2005,
the..................day of.............20l0 and the...............day
of..........20l5 as the case may be
1.2 "The Market Rack Rent" means the full yearly rack rent (at the rate
payable following the expiry of any rent free period or periods at a
concessionary rent which would reasonably be allowed by a willing
lessor to a lessee for the purposes of fitting out in the open market
on the Review Date) payable quarterly in advance without deduction or
reduction on the usual quarter days exclusive of all outgoings at which
the demised premises might reasonably be expected to be let at the
Review Date for a term of equal to the longer of the unexpired residue
of the term hereby created as at the relevant Review Date and ten years
commencing on the relevant Review Date with vacant possession for
immediate beneficial occupation and use by a willing lessor to a
willing lessee on the open market without payment of any fine or
premium on the assumption (if not a fact) that the use permitted by
Clause 1.7 is for the purposes of the Planning Acts lawful
unconditional and not personal and that the Premises are at the
relevant Review Date fit for immediate beneficial occupation and use in
good and substantial repair and in such a state and condition
in all respect as to show full compliance with all the Tenant's
obligations hereunder in that regard and that no work has been carried
out thereon by the Tenant or any sub-tenant or any occupier of by their
respective predecessors in title during or prior to the commencement of
the Term which has diminished the rental value of the Premises and that
if the Premises or any part thereof have been destroyed or damaged they
have been fully restored and that all VAT (if any) payable by any
willing lessee and its successors in title and any prospective
sub-tenant is recoverable by such willing lessee and any
prospective sub-tenant in full from H M Customs and Excise but
disregarding any effect on the rental value of:
1.2.1 the fact that the Tenant or any sub-tenant or their
respective predecessors in title have been in occupation of
the Premises
1.2.2 any goodwill attached to the Premises by reason of the
carrying on there of the business of the Tenant any
sub-tenant or their predecessor in their respective
businesses
1 2.3 any works carried out (otherwise than in pursuance of an
obligation to the Landlord or at the Landlords expense or in
respect of which compensation is payable under the Landlord
& Tenant Act 1927) with the consent of the Landlord (so far
as required hereunder) during the Term by the Tenant or any
sub-tenant
1.2.4 any statute which has the effect of rendering irrecoverable
regulating or restricting the amount of rent which might
otherwise be payable but otherwise upon terms and subject to
covenants agreements stipulations apd conditions similar to
those herein contained except as to the amount of the Rent
including similar provisions for review thereof other than
the assumption relating to the recoverability of any VAT
payable by ~ny willing lessee and its successors in title or
any prospective sub-tenant
2.1.1 If the Market Rack Rent as at the relevant Review Date shall
not have been agreed in writing between the Landlord and the
Tenant by a date two months prior to the Review Date then
the ascertainment thereof may at any time after such date
two months prior to that Review Date be referred to the
determination of an independent Surveyor who shall be
appointed jointly by the Landlord and the Tenant or (if the
parties are unwilling or unable to agree) by the President
or Vice President for the time being of the Royal
Institution of Chartered Surveyors on the application of
either the Landlord or the Tenant and whose proper fee and
expenses shall be paid as he shall direct
2.1.2 the said President may upon the request of either the
Landlord or the Tenant in writing discharge the independent
surveyor and appoint another independent surveyor in his
place if the independent surveyor shall die delay or become
unwilling or incapable of acting
2.2 unless the Landlord shall prior to the appointment of such independent
Surveyor have served on the Tenant notice in writing (hereinafter called
"the expert notice") that the independent Surveyor shall act as
an expert such independent Surveyor shall act as an arbitrator and the
Arbitration Acts 1950 to 1979 shall apply and he shall on his
appointment serve written notice thereof on the Landlord and the
Tenant
2.3 if an expert notice shall be served then the independent Surveyor acting
as an expert shall:
2.3.1 on his appointment serve written notice thereof (hereinafter
called "the appointment notice") on the Landlord and the
Tenant
2.3.2 without prejudice to his discretion which shall be unfettered
consider any written representations by or on behalf of the
Landlord or the Tenant submitted to him within 6 weeks of the
date of service of the appointment notice
2.3.3 forthwith on the expiry of the said period of 6 weeks serve
copies of any written representation received during such
period on of the Landlord and the Tenant
2.3.4 without prejudice to his discretion which shall be unfettered
consider any counter submissions made in writing by or on
behalf of the Landlord or the Tenant in response to the
written representations referred to in clause 2.3.3. above
submitted to the Independent Surveyor within four weeks of
the date of expiry of the period of six weeks referred to in
clause 2.3.2 above
2.3.5 forthwith on the expiry of the said four weeks serve copies
of all written counter submissions received during such
period on each of the Landlord and the Tenant
2.3.6 serve notice of his determination of the Landlord and the
Tenant as soon as he had made it giving written reasons for
his determination
And such determination shall be final and binding on the Landlord and the
Tenant
3. The Rent payable hereunder as from the relevant Review Date shall be the
greater of the Rent payable hereunder immediately prior to the relevant
Review Date ignoring any cesser of rent which may be in force and ignoring
any statutory reduction or restriction of the rent for the time being in
force and the Market Rack Rent at the relevant Review Date and the Tenant
HEREBY FURTHER COVENANTS with the Landlord to pay the same accordingly
PROVIDED that if the Market Rack Rent shall not have been agreed or
determined pursuant to the provisions of this clause before the relevant
Review Date then until the Market Rack Rent shall have been so agreed or
determined the Tenant shall continue to pay the Rent on account at the rate
at which the Rent was payable for the year immediately preceding the
relevant Review Date and when the Market Rack Rent shall have been agreed
or determined the Tenant shall forthwith pay to the Landlord as additional
rent an amount equal to the difference between the rent paid on account as
aforesaid and the Market Rack Rent as agreed or determined as aforesaid in
respect of the period from the Review Date to the next quarter day after
such agreement or determination together with interest thereon at 2% above
the base rate of Lloyds Bank plc
4. Immediately after each review of the rent hereunder a Memorandum of the
reviewed Rent shall be endorsed on this lease and on the Counterpart hereof
in such terms as the Landlord shall reasonably require
THIRD SCHEDULE
Service Charge
1. 'Service costs means the amount the Landlord spends in carrying out all
the obligations imposed by this Lease (other than the covenants or quiet
enjoyment and insurance of the Premises) and not reimbursed in any other
way including the cost of borrowing money for that purrpose
'final service charge means the relevant percentage of the service costs
'interim service charge instalment means a quarterly payment on account of
the final service charge which is [£] until the Landlord gives the
Tenant the first service charge statement (mentioned below) and after that
is a quarter of the final service charge on the latest service charge
statement
'relevant percentage means the percentage of the service costs which the
Landlords surveyor reasonably certifies as the percentage of service costs
which ought to be attributed to the Premises having regard to the floor
area of the buildings on the Premises and the floor area of the buildings
on the retained land (NB This clause to clarified]
2 The Landlord must:
(a) keep a detailed account of service costs
(b) have a service charge statement prepared for each period ending on 24th
June during the lease period which:
(i) states the service costs for that period with sufficient particulars
to show the amount spent on each major category of expenditure
(ii) states the amount of the final service charge
(iii)states the total of the interim service charge instalments paid by
the Tenant
(iv) states the amount by which the final service charge exceeds the
total of the interim service charge instalments ('negative balance )
or vice versa ('positive balance )
(v) is certified by a member of the Institute of Chartered Accountants
in England and Wales that it is a fair summary of the service costs
set out so that it shows how they are or will be reflected in the
final service charge and is sufficiently supported by accounts
receipts and other documents which have been produced to him
3. On each day on which rent is due under this Lease the Tenant is to pay the
Landlord an interim service charge instalment
4. (a) If a service charge statement shows a positive balance the Landlord
must pay that sum to the Tenant when giving the statement
(b) If as service charge statement shows a negative balance the Tenant
must pay that sum to the Landlord within fourteen days after being
given the statement
5. Every service charge statement is conclusive as to the information in it