Exhibit 10.27
[ Letterhead of the Israel Land Administration ]
# File No.: 20652045A
# Account No.: 352374102
LONG TERM LEASE CONTRACT
(low-rise building, industry, commerce or tourism)
# Capitalized
Entered into and signed in _______________ on the 27th of June, 1995
on the ____ of __________, ______
Between
# The Israel Land Administration, which manages the lands of the State of
Israel, the Development Authority and the Jewish National Fund (to be
referred to hereinafter as the "Lessor"), whose address for the purpose
of this contract is: Government Campus, Upper Nazareth, zip code 17105,
P.O.B. 580 of the first part;
And
# On Track Innovations Ltd. I.D./Company No. 511456253
# (hereinafter: the "Lessee"), whose address for the purpose of this
contract is: P.O.B. 32, Rosh ▇▇▇▇, of the second part;
Preamble
constituting an integral part of the terms and conditions of the lease attached
hereto, and which only together constitute the lease contract.
#Whereas the State of Israel / the Development Authority owns the land
specified in this preamble below (hereinafter: the "Lot"); and
Whereas a building or buildings (hereinafter: the "Buildings") which were
erected prior to the effective date of this lease contract, are
constructed on the Lot; and
Whereas insofar as the Buildings have not been constructed to the stage
allowing the occupation thereof and/or full use thereof for the purpose
of the lease, the Lessee declares that it undertakes to complete the
construction of the Buildings so as to render them fit for such
intended use, no later than one year after the Administration's signing
of this contract, and that it is aware that this undertaking
constitutes a fundamental condition of this contract; and
2
Whereas the Lessor has agreed to lease the Lot to the Lessee, including all
that is constructed thereon and permanently fixed thereto (hereinafter:
the "Fixtures") (the Lot and Fixtures shall be referred to hereinafter
as the "Leased Premises"), with the condition-precedent that the
Lessee's undertakings - either under a development contract with the
Lessor or under another agreement with the Lessor - shall have been
fulfilled in full in the period preceding the effective date of this
lease contract; and
Whereas the parties agree that for the sake of convenience only, the Lessee
shall sign a copy of this lease contract without such signature binding
the Lessor, pending the Lessee's fulfillment of the aforementioned
undertakings in full. The parties hereby explicitly agree that the
lease contract shall become effective only after the Lessor shall also
sign the same, and only if the Lessee shall have fulfilled its
foregoing undertakings to the Lessor. So long as the Lessor shall not
have signed the lease contract, the terms hereof shall not be binding
upon the parties, and the Lessee's signature alone on the lease
contract shall confer thereon no right hereunder. The date on which the
Lessor shall sign the lease contract shall be deemed as the date of
signing hereof; and
Whereas upon commencement of the lease period, the Administration surrendered
the possession of the Leased Premises to the Lessee or to the persons
who had lease rights in the Leased Premises before the Lessee, and
insofar as the Leased Premises are occupied, the Lessor is subject to
no obligation to vacate them and/or to bear the costs of such vacation;
and
Whereas the Lessee hereby declares that it is subject to no limitation with
respect to its entering into this contract with the Lessor pursuant to
the provisions of Section 19(a)(3) hereof, and that it is aware that
the Lessor is prepared to enter into this lease contract therewith only
upon this fundamental condition precedent; and
#Whereas pursuant to the provisions of the treaty between the State of Israel
and the Jewish National Fund (hereinafter: the "Fund"), published in
Official Gazette No. 1456 of Sivan 11, 5728, p. 1597, the management of
land owned by the Fund, including the leasing thereof and the granting
or denial of consent for the transfer of the lease rights therein,
shall be performed by the Lessor subject to the Fund's memorandum and
articles of incorporation, and the Lessee hereby declares that it is
aware that if the Lot, in whole or in part, is owned by the Fund, or
will be owned by the Fund, it shall be subject to the provisions of the
said treaty, and that the Lessor is prepared to enter into this lease
contract therewith only upon this fundamental condition precedent; and
3
Whereas if the purpose of the lease is industry, crafts or tourism then,
in addition to the following terms and conditions of the lease,
the lease under this contract shall also be subject to the
following terms in this preamble:
(a) if the purpose of the lease is industry or crafts,
and the Lessee shall ask the Lessor for its consent
to change the type of industry or crafts set forth in
the Purpose of the Lease, the Lessor shall be
entitled to condition its consent therefor, inter
alia, on a change in the duration of the term of the
lease in accordance with the Lessor's decisions as
being from time to time, and on the receipt of a
recommendation from the Ministry of Industry and
Trade for the requested change in the type of
industry or craft and for the duration of the term of
the lease recommended thereby for such purpose.
(b) if the purpose of the lease is industry, crafts or
tourism, then, in addition and subject to all the
other terms and conditions in the followings Sections
9 and 14, the Lessee shall be required to attach to
its request to make any of the changes set forth in
Section 9 or to transfer rights under this contract
as set forth in Section 14, as the case may be, a
suitable and valid recommendation from the Ministry
of Industry and Trade or the Ministry of Tourism, as
the case may be. The Lessor shall not consent to any
such request by the Lessee unless the Lessee shall
produce such valid recommendation.
(c) The "Ministry of Industry and Trade", the "Ministry
of Tourism" - including any other governmental
ministry responsible for matters of the type of the
Purpose of the Lease; and all in accordance with the
decisions of the Israel Land Council or the decisions
of the Lessor, and as required from time to time as
the case may be. And;
Whereas the terms used in this contract shall be interpreted in accordance with
the following recitals, unless the context of the contract prescribes
otherwise:
"Lot": the lot described in the plan attached hereto as an integral part of this
contract, the details of which are as follows:
# Location: Rosh ▇▇▇▇ Area: approximately 2,377 m2
# Registered block: 13953 Parcels: 63 (in part), 64 (in part), 65 (in
part), 66 (in part), 68 (in part), 73 (in part)
# Lot(s) No. 17/2 pursuant to Detailed Zoning Plan No. 2297
4
# "Term of the Lease": 49 years, from the Date of Approval of the
Transaction, i.e., from November 17, 1992 until November 16, 2041.
"Date of Approval of the Transaction": the date on which the
transaction contemplated in this contract is approved by the Lessor's
management.
# "Purpose of the Lease": electronics plant.
# "Construction Capacity": ___ % per floor, on __ floors, totaling ___%,
constituting ___ rooms/units and amounting to 1,188.0 constructed m2.
"Rent":
# Annual rent for the entire Term of the Lease, to be paid to
the Lessor in advance, such rent being capitalized according
to the Lessor's custom (hereinafter: "Capitalized Rent").
# The capitalized usage fee deposited with the Lessor prior to
the signing of this lease contract, if any, shall be deemed as
payment of the Capitalized Rent.
# "Basic Value of the Lot": NIS 6,983.78 (six thousand nine
hundred eighty three NIS + 78 Ag.) as of the foregoing Date of
Approval of the Transaction.
"Basic Index": the latest consumer price index known on the
foregoing Date of Approval of the Transaction.
# "Designation": industrial zone. And;
Whereas if the Lessee comprises more than one person or corporation,
the undertakings of the persons or corporations constituting
the Lessee shall be joint and several, whereas their rights
under this contract shall be joint only; and
Whereas in addition to the following terms and conditions of the lease
contract, the following special conditions shall apply:
Therefore, this lease contract has been entered into and signed in
accordance with the provisions of this preamble and of the following
terms and conditions of the lease:
Parties' signature The Administration The Lessee
in initials: [Stamp of the Administration and [ Signature and stamp of
stamp and signature of ▇▇▇▇▇▇▇ ▇▇▇▇▇, On Track Innovations Ltd.]
Deputy District Transaction
Commissioner, Northern District ]
[ Letterhead of the Israel Land Administration ]
Terms and Conditions of Lease
1. The preamble and documents attached to the contract
The preamble and the documents attached to this contract constitute an
integral part hereof.
2. Undertaking to lease
The Lessor hereby undertakes to lease the Leased Premises to the Lessee
and the Lessee hereby undertakes to lease the Leased Premises from the
Lessor. The parties have agreed that pending registration of the lease
in the Land Registration Bureau, the Lessor has granted the Lessee a
right to use the Leased Premises, and all of the provisions of this
contract with respect to the lease and the terms and conditions thereof
shall apply, mutatis mutandis, to the said right of use, and a usage fee
shall be paid at the rate of the Rent set forth hereunder.
3. The Term of the Lease
The Term of the Lease is as set out in the preamble to the contract.
4. Purpose and designation of the lease
The Leased Premises are leased to the Lessee only for the purpose and
designation set out in the preamble to the contract, and the Lessee may
not use the Leased Premises or any part thereof for any other purpose or
designation without the Lessor's prior, written and explicit consent.
5. Construction Percentage
The permissible Construction Percentage under this contract is as set
out in the preamble to the contract.
6. Receipt of possession of the Leased Premises
The Lessee confirms that it has received possession of the Leased
Premises on the date and under the terms and conditions set out for this
purpose in the preamble to the contract.
7. Rent
The Lessee undertakes to pay the Lessor Rent in accordance with the
provisions specified for this matter in the permeable to the contract.
8. New assessment
(a) Subject to the provisions of the following subsection (b), the
Lessor shall be entitled to charge the annual Rent based on a new
assessment of the Lot by the Governmental Assessor, without
taking into account any rise in the value of the Lot as a result
of the development thereof by the Lessee or at its expense, in
each of the following cases:
Initials: R.G., O.B.
[ Letterhead of the Israel Land Administration ]
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(1) When the Lessee shall request the Lessor's consent to
transfer its rights under this contract, as set forth in
Section 14 hereunder.
(2) If the Lessor shall agree to the Lessee's request to make
any of the changes set forth in Section 9 hereunder.
(b) In the event that the Lessee shall have paid Capitalized Rent as
defined in the preamble to this contract, prior to the date of
rendering of the Lessor's consent to any of the requests
mentioned in subsection (a) above, the annual Rent shall not be
raised as set out in this section.
(c) In any case in which the Lessor shall raise the annual Rent as
set out above, it shall notify the Lessee thereof by registered
mail. The Lessee shall be entitled to appeal from such notice by
the Lessor within 30 days thereafter before the Governmental
Assessor, whose decision shall be final.
(d) The annual Rent, increased on the basis of the new assessment,
shall be paid by the Lessee to the Lessor from the date of the
Lessor's said consent, within 15 days from the date of the
Lessor's notice. The said increased annual Rent shall be subject
to the provisions set out in the preamble to the contract with
respect to annual Rent, mutatis mutandis.
9. Change of designation, change of Construction Percentage, additional
construction, parceling
(a) The Lessee undertakes to request the Lessor's prior written
approval for the performance of any of the following changes:
(1) Any change of designation or realization of a change of
designation of the Lot - from the designation defined in
the preamble to another designation.
(2) Any increase in the Construction Percentage fixed in the
preamble or any additional construction beyond such
Construction Percentage fixed in the preamble, including
any additional construction on the Lot or any change in
the Buildings or additions erected thereon or in the
additional buildings or any addition thereto.
(3) Any parceling of the Lot into several lots, in a manner
rendering each one an independent lot capable of being
used individually.
The Lessee shall attach to its request plans and documents
relating to the change requested thereby.
(b) The Lessee shall not make the change requested thereby prior to
receiving the Lessor's advance written consent thereto, and shall
not apply for the competent authorities' approval of the change
prior to receiving the Lessor's consent thereto. In the event
that the Lessor's consent shall have been given, the Lessee shall
not make the change without the approval of the competent
planning authorities.
Initials: R.G., O.B.
[ Letterhead of the Israel Land Administration ]
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(c) The Lessor shall be entitled to deny its consent to the change
requested by the Lessee, or to condition its consent upon the
payment of money due to the change in the value of the Lot as a
result of the performance of the said change, as the Governmental
Assessor shall determine, or according to the Lessor's custom at
the time being, and upon such other customary conditions of the
Lessor.
10. Registration of the lease
(a) The registration of the right of lease in the Lessee's name in
accordance with the terms and conditions of this contract, and all
acts required therefor, shall be performed by the Lessee and at
its expense. If need be, the Lessor shall sign the documents
required in order to register the right of lease as aforesaid,
provided that the Lessee shall have fulfilled the terms hereof and
subject thereto.
(b) The Lessee shall prepare, inter alia, the documents and maps
required for such registration, including for the purpose of
registering and/or renewing the registration of the Lot, division,
separation, surveying costs and parceling maps, as well as the
files at the Land Registration Bureau, and shall bear all payments
and costs related to such registration, including fees and stamp
duty, without exception.
(c) The Lessee undertakes to prepare and complete all the acts
required for the registration of the Leased Premises as a
condominium (or condominiums) according to the Land Act,
5729-1969, insofar as such acts shall not have been completed
prior to the signing of this contract, and to this end to perform
any act required therefor, including the preparation of drafts,
registration orders, bylaws, etc., as needed. The Administration
shall be entitled to notify the Lessee, in advance and in writing,
that the Administration intends to perform the said acts, in whole
or in part, by itself and at the Lessee's expense, and the Lessee
undertakes to pay the Administration any expense incurred by the
Administration in the performance of the said acts, according to a
statement to be submitted thereto, within 30 days from the date of
submittal of the statement.
(d) The Lessee undertakes to provide the Lessor with confirmations for
the payment of all taxes, municipal taxes, levies, fees and
mandatory payments payable for the Leased Premises, and any
document required for the purpose of registering the lease as
aforesaid.
Initials: R.G., O.B.
[ Letterhead of the Israel Land Administration ]
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(e) In the event that the Lessee, despite the aforesaid and despite
the Lessor's demand, shall fail the register the lease, the
Lessor may perform all the registration acts listed above at the
Lessee's expense, and the Lessee undertakes to pay the Lessor all
such expenses according to a statement to be submitted thereto,
within 30 days from the date of demand.
11. Change of boundaries of the Lot and final determination of area
(a) The Lessee declares that it is aware that the area and boundaries
of the Lot are not final and that changes may occur therein as a
result of planning changes pursuant to the Building and Planning
Act, 5725-1965, land settlement registration, etc.
(b) The Lessee declares that it is aware that a survey for purposes of
registration may reveal that the area of the Lot is smaller or
larger than the area used to determine the Basic Value of the Lot.
(c) In the event that the area of the Lot shall be increased or
decreased and/or the boundaries thereof changed as a result of
changes as set out in subsection (a) above, and should it
transpire that the area of the Lot is smaller or larger than the
area used to determine the Basic Value of the Lot, as set out in
subsection (b) above, the Lessee undertakes:
(1) To agree to any change in the boundaries and/or area of
the Lot, resulting from the changes mentioned in
subsection (a) above;
(2) To agree to any determination with respect to the area of
the Lot, as determined pursuant to a survey for purposes
of registration as mentioned in subsection (b) above;
(3) To deem the Lot - with its new boundaries and area - as
the object of the lease, and to take possession thereof.
(d) If the value of the Lot shall change due to changes as set out in
subsections (a) and/or (b) above, the Rent shall be amended based
on the final area according to the assessment of the Governmental
Assessor as of the date of determination of the Basic Value of the
Lot, and both parties undertake to pay the other party only the
differences resulting from such amendment, in addition to
differences of indexation from the date of determination of the
Basic Value of the Lot until the actual payment of such
differences.
12. Use of the Leased Premises and the Lessee's responsibility
The Lessee undertakes to maintain the Leased Premises in a good and
proper condition as an owner who cares for his property, and to perform,
at its expense, any and all repairs required in order to preserve it in
such condition.
Initials: R.G., O.B.
[ Letterhead of the Israel Land Administration ]
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Throughout the Term of the Lease, the Lessee alone shall be responsible
for the compliance with the provisions of any and all laws pertaining to
the occupation and use of the Leased Premises and to construction on the
Lot, and for fulfilling any obligation under any and all laws, presently
or in the future to be imposed on the Lessor with respect to the Leased
Premises - and all at its expense, without any right to demand any
reimbursement from the Lessor. The Lessee alone shall be liable to the
Lessor and to any third party for any damage caused to the body or
property of any person (including the Lessee), and for damages imposed
due to or as a result of acts and/or omissions performed at the Leased
Premises or in connection with the occupation and use thereof, and the
Lessor shall have no liability in connection therewith.
13. Taxes and mandatory payments
From the beginning of the Term of the Lease or the date of receipt of
possession of the Leased Premises - whichever is the earlier - the
Lessee alone shall bear all taxes, municipal taxes, loans and various
mandatory payments, both municipal and governmental - including
betterment levy - imposed on owners and/or occupants in connection with
the Leased Premises, and all fees and development expenses of any kind,
presently or in the future to be imposed with respect to the Leased
Premises - including the costs for the connection of electricity, water
and sewage fees, water supply arrangements, sewage installation,
conduits, paving of roads and sidewalks, sanitary facilities and
operations, etc.
The Lessee undertakes to lawfully pay value added tax on each and every
payment imposed on the Lessee under this contract, in accordance with
the rate of value added tax on the date of payment thereof.
14. Transfer of rights
(a) Transfer of rights subject to consent
The Lessee may not transfer rights under this contract without
the Lessor's prior written consent. In this section - "transfer
of rights" - any of the following, either for or without
consideration, in whole or in part, and in any form:
(1) Any award, transfer, endorsement or waiver of rights under
this contract;
(2) Any long term sublease of the Leased Premises or long term
leasing of the lease at any level, any sublease of the
Leased Premises or lease of the long or short term lease at
any level - and all for such period of time lawfully
requiring the registration of the lease in a register
maintained by law, including a lease protected under the
Tenants Protection Act [Consolidated Version] 5732-1972, or
any act replacing it (hereinafter: "Sublease");
Initials: R.G., O.B.
[ Letterhead of the Israel Land Administration ]
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(3) Any surrender of possession or use of the Leased Premises
for the period of time set out in paragraph (2) above
(hereinafter:"Surrender of Possession");
(4) With respect to a Lessee which is an association - any act
in the Lessee's association resulting in the transfer or
allotment of at least 10% of the par value of the Lessee's
paid up capital stock or issued capital stock - whichever
is lower - (hereinafter: "Capital Rights"), or 10% of the
Lessee's voting power (hereinafter: "Voting Rights"), or
10% of the right to appoint the Lessee's directors
(hereinafter: "Appointment Rights"). Acts in the Lessee's
association, in each of which less than 10% of the
foregoing rights are transferred, that are performed within
a period of two years, shall be deemed, for purposes of
this section, as having been performed at once on the date
of the last act in the association. In this Section 14 -
"Association" - as defined from time to time in
the Land Appreciation Tax Act, 5723-1963
(hereinafter: "L.A.T. Act"), including a
non-registered corporation and a
non-registered partnership.
"Act in an
association" - as defined from time to time in the
L.A.T. Act, including an act in an
association holding rights in the
Lessee's association, and including any
change in a registered or non-registered
partnership, resulting from the joining
or a person thereto or the retirement of
a person therefrom, or any change in an
association whose capital is in a form
other than stock, resulting from such
joining or retirement, and including any
change in the proportionate share of a
partner in the capital of such
partnership or association.
"Right in an
association" - as defined from time to time in the
L.A.T. Act.
"Holder",
"Holding" - as "Holding" is defined from time to
time in the Securities Act, 5728-1968;
the terms used in the definition of
"Holding" in the said act shall be
interpreted as they are defined from
time to time in the said act.
Initials: R.G., O.B.
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(5) Any pledge and/or encumbrance of the Leased Premises
and/or rights under this contract. The Lessor shall not
consent to any such pledge or encumbrance, unless the
Lessee and the mortgagee or pledgee shall undertake
thereto, prior to the granting of consent, that in any
event of foreclosure of the pledge, mortgage or
encumbrance or as a result of the execution of a judgment
or another document exercisable as a judgment or as a
result of a sale by the Execution Office or by another
authority pursuant to the law - the Lessor shall be paid
the consent fee due under this contract; provided,
however, that the Lessor's consent to the actual pledge or
encumbrance shall not be conditioned upon any payment.
Any transfer of rights as aforesaid without the Lessor's
consent or without payment of the said consent fee shall
be deemed as a fundamental breach of this contract, and
the Lessor shall be entitled to revoke the contract due to
such breach.
(6) Any other act, not mentioned above, by which rights under
this contract are in fact transferred, either for or
without consideration, in whole or in part, and in any
form.
(b) Conditions to consent
(1) The Lessor may condition its consent to the transfer of
rights under this contract upon the following conditions,
in addition to all other conditions upon which the Lessor
may condition such consent - under this contract, the
decisions of the Israel Land Council or any and all laws:
(a) The Lessee shall have fulfilled all of the terms
and conditions of this lease contract.
(b) The Lessee and the transferee shall sign such
documents and shall produce all such documents as
the Lessor shall demand in connection with the
transfer, and shall fulfill any condition set forth
in this contract with respect to the rendering of
the consent, including the transferee's undertaking
to fulfill all the terms and conditions stipulated
herein.
(2) In the event that the Lessee shall have enjoyed any
exemption or discount, either partial or full, from the
payment of Rent, or if the Lessee shall have paid a
reduced Rent, and each or any of the aforesaid shall have
been conditioned upon certain conditions fixed for this
purpose, then the Lessor's consent to the transfer of the
rights shall be conditioned upon the fulfillment of the
terms fixed for such exemption, discount or reduced
payment and upon the fulfillment of anything entailed
thereby.
Initials: R.G., O.B.
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(3) The Lessor's consent to any Sublease or Surrender of
Possession - if any shall be given - shall neither release
the Lessee nor exempt it from any obligation imposed
thereon under this contract, and the Lessee and such
recipient of rights shall be jointly and severally liable
for the fulfillment of all of the Lessee's obligations
under this contract.
(4) The Lessor shall be entitled to require the Lessee and the
proposed recipient of the rights (hereinafter:
"Recipient"), to provide details and declarations with
respect to each of the following:
(a) The nature of the transferred rights and the
date on which the Lessee and the Recipient wish
to execute such transfer of rights;
(b) The Recipient's name, address and I.D. number;
(c) In the event that the Recipient is a corporation
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(1) Its name, address, number at the Registrar
of Companies, the names of the stockholders
and the share in the capital stock and
voting and appointment powers held by each
one of them, and the directors' names.
(2) Details as set out in paragraph (b) above
with respect to each stockholder and
director of the corporation.
(3) If a stockholder or a director of the
Recipient corporation is a corporation -
details with respect to this corporation as
set out in this paragraph (c) above and
details with respect to each stockholder and
director of this corporation, as set out in
paragraph (b) above.
(d) The amount which the Recipient shall pay the
Lessee for the rights.
The Lessor may demand further information and documents
with respect to the Recipient from the Lessee and the
Recipient.
(c) Denial of consent in certain cases
The Lessor may deny altogether its consent to a transfer of
rights to a foreign citizen, as defined in Section 19(a)(3)
hereunder, or to anyone not meeting a fundamental condition
precedent set out in the preamble to this contract.
Initials: R.G., O.B.
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(d) Consent fee
Without derogating from all other provisions of this Section 14,
and subject to the provisions of the following subsection (e),
the Lessor may condition its consent to the transfer of rights
upon the payment of a consent fee. Pending any decision otherwise
by the Israel Land Council, the following provisions shall apply
in this matter:
(1) In the cases specified in subsections (a)(1), (a)(5) and
(a)(6) above, the consent fee shall be one third of the
difference between the value of the lot at the time of
rendering of the Lessor's consent to the transfer of the
rights and the value thereof when the Lessee shall have
acquired the right of lease, at the condition thereof at
the time of receipt of the Lot, without taking into
account any expenses and development work performed with
respect thereto, according to the estimate of the
Governmental Assessor (hereinafter: "Consent Fee"), after
deduction of a proportionate share of the value of the Lot
as set out in the preamble hereto;
(2) In the cases specified in subsection (a)(4) above, the
Consent Fee shall be calculated as set out in paragraph
(1) above, and the amount to be paid shall be determined
in accordance with the ratio of the transferred Capital
Rights and/or Voting Rights and/or Appointment Rights to
the total rights of such class in the Lessee's
association; provided, however, that in the case of
transfer of control, the Consent Fee shall be paid in
full;
In this paragraph, "control": the direct or indirect
holding by a person or an association of 50% or more of
the par value of the Lessee's paid-up capital stock or
issued capital stock - whichever is lower - or one half or
more of the Lessee's voting power, or the right to appoint
one half or more of the Lessee's directors.
(3) In the cases specified in subsections (a)(2) and (a)(3)
above, the rate of the Consent Fee shall be as the Lessor
shall determine from time to time for such cases.
(e) Transfer of rights without a Consent Fee
The Lessor shall not condition its consent to the transfer of
rights upon a monetary payment if the Lessee shall have paid the
Lessor, prior to the date of rendering of the consent,
Capitalized Rent as defined in the preamble, and all other
payments owed to the Lessor under this contract and any law, and
shall have paid all taxes, municipal taxes, levies and other
payments owed thereby under this contract and any and all laws
for the period prior to the date of rendering of consent.
Initials: R.G., O.B.
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(f) Acquisition of rights by the Lessor In the event that the Lessee
shall wish to transfer rights as defined in subsections (a)(1),
(a)(5) or (a)(6) above, the Lessor shall be entitled, but not
obliged, within thirty days from the date of receipt of the
details set out in subsection (b)(4) above - and if the Lessor
shall have demanded additional information and documents as set
out above, within thirty days from the date of the demand - to
send the Lessee notice by registered post whereby it intends to
reclaim the possession of and full rights to the Leased
Premises, and agrees to pay the Lessee the amount offered
thereto by the Recipient. In the event that the Lessor shall
have given such notice - the Lessee shall not be allowed to
transfer its rights to the Leased Premises, but to the Lessor.
The Lessor shall not exercise its right to repossess any Leased
Premises as set out in this subsection above in cases where the
Recipient is a spouse, offspring, parent, sibling or heir of the
Lessee. The Lessor may register a note at the Land Registration
Bureau with respect to its said right.
(g) Fundamental breach
The breach of any of the provisions of this Section 14 shall be
deemed as a fundamental breach of this contract, and the Lessor
shall be entitled to revoke the contract due to such breach.
15. Natural resources, archeological finds, materials and trees The Lessee
hereby declares that it is aware that all natural resources such as:
oil, gas, water springs, coal and metal deposits, marble, stone, sand
and limestone quarries, and any other minerals as well as archeological
finds and sites, materials and trees found in the ground of the Leased
Premises are the property of the Lessor and/or the State, are not
included in the Leased Premises and the terms of the lease under this
contract do not apply thereto. The Lessee shall enable the Lessor to
extract or otherwise utilize the said natural resources, archeological
finds, materials and trees in accordance with the relevant laws and this
contract. The Lessee shall not excavate the Lot over and above the
degree necessary for the achievement of the Purpose of the Lease. The
Lessee may not sell materials or trees removed thereby from the Lot,
since they are the property of the Lessor and/or the State, without the
written consent of the Lessor, who may condition such consent upon
payment for the materials or trees.
16. Observance of the Sabbath and Jewish holidays
The Lessee and any assignee thereof shall refrain from performing any
construction work and labor at the Leased Premises on the Sabbath and on
Jewish holidays.
In this section -
Initials: R.G., O.B.
[ Letterhead of the Israel Land Administration ]
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"Labor" - the management of a business and any manual labor
customarily performed by the Lessee or by others for
consideration and in public.
"Construction" - any construction-related work, which is performed by
the Lessee or by others for consideration and in
public.
The prohibition in this section shall not apply if the Lessee shall have
received permission from a competent authority under any law to perform
construction work and labor, and so long as such permission is in
effect.
17. Transfer of contractual rights by the Lessor
The Lessor shall be entitled to transfer the rights thereof under this
contract, without the Lessee's consent thereto, and in the case of such
transfer, the Lessee undertakes to fulfill all of its undertakings under
the contract to the transferee.
18. Right of entry to the Leased Premises
In addition to the provisions of any law, the Lessor or any person
acting on its behalf or pursuant to its permission, shall be entitled to
enter the Leased Premises at any reasonable time in order to inspect the
use made of the Leased Premises pursuant to the provisions of this
contract, and in order to install water pipes, conduits, sewage and gas
pipes, electricity or telephone poles, and to lead electricity or
telephone lines through, in or above the Leased Premises and/or for
other purposes, etc.
The Lessee shall allow the Lessor, and any person acting on its behalf
or pursuant to its permission, to enter the Leased Premises in order to
perform the said inspections and works. The Lessor undertakes to
compensate the Lessee for any damage caused to the Lessee due to the
performance of such inspections and works.
19. Remedies for breach of contract
Without derogating from any other remedy pursuant to any and all laws or
this contract, due to breach of contract, the parties hereby agree that
each of the defaults specified in subsection (a) hereunder shall be
deemed a fundamental breach of the contract, for which the Lessor shall
be entitled to revoke the contract by dispatching notice to such effect
by a registered letter:
(a) (1) The breach of any of the provisions of Sections 9 and 14
(2) The Lessee, without the Lessor's prior written consent,
shall change or bring about a change in the Purpose of
the Lease or the designation thereof, or shall make any
use of the Leased Premises inconsistent therewith.
Initials: R.G., O.B.
[ Letterhead of the Israel Land Administration ]
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(3) The Lessee or whomever the Lessee is acting for is a
foreign citizen. In this paragraph, "foreign citizen" -
anyone who is not one of the following:
(a) An Israeli citizen;
(b) A new immigrant under the Law of Return, 5710-1950,
who has not given a declaration pursuant to Section
2 of the Citizenship Act, 5712-1952;
(c) A person entitled to a new immigrant visa or a new
immigrant certificate under the Law of Return,
5710-1950, who has received, in lieu thereof, a
visa and license for temporary residence as a
potential new immigrant pursuant to the Entry to
Israel Act, 5712-1952;
(d) A corporation controlled by an individual who
fulfills the criteria listed in paragraphs (a)-(c)
above, or by more than one such individual.
In this paragraph, "control" shall mean the direct or
indirect holding by one person or corporation or by more
than one person or corporation of 50% or more of the par
value of the corporation's issued capital stock or one
half or more of the corporation's voting power, or the
right to directly or indirectly appoint one half or more
of the corporation's directors.
Paragraph (3) above shall not apply if the Lessee shall
have received approval therefor, in advance and in
writing, from the Chairman of the Israel Land Council.
(4) The breach of any of the fundamental conditions
precedent set out in the preamble to this contract.
(b) Upon revocation of the contract by the Lessor, the Lessee shall
be obligated to:
(1) Immediately vacate the Leased Premises;
(2) Surrender the same to the Lessor immediately, the Leased
Premises being vacant of any person and object and free
of any encumbrance, attachment or any third party right.
(3) Immediately take all measures necessary in order to
cancel the registration of the lease performed pursuant
to Section 10, including payment of all fees, taxes and
other expenses entailed thereby without exception, and
to sign an irrevocable notarized power of attorney in
the Lessor's name in order to ensure the fulfillment of
this undertaking, either upon the signing of this
contract or at any other time, at the Lessor's choice
and upon its first demand.
In the event that the Lessee shall have failed to
discharge its obligations under this paragraph, the
Lessor shall be entitled to perform all such acts alone,
at the Lessee's expense, and to collect any expenses
paid thereby from the Lessee, in addition to interest
and indexation as set out in Section 22 hereunder, from
the date of expenditure until the date of actual
payment.
Initials: R.G., O.B.
[ Letterhead of the Israel Land Administration ]
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(4) Without derogating from the provisions of Section 20
hereunder, pay the Lessor any damages and losses caused or
to be caused thereto due to the breach and revocation of
the contract (including damages and losses due to the
lease of the property to another).
(c) (1) In the event of revocation of the contract by the Lessor,
except for cases of revocation due to the default set out
in paragraph (a)(3) above, and after the Lessee shall have
fulfilled its obligations as set out in subsection (b)
above, the Lessor shall offer the Leased Premises in a
tender and shall pay the Lessee the proportionate share of
the Lessee's rights to the Lot and for the Fixtures as the
Governmental Assessor shall determine (hereinafter:
"Refund"); provided, however, that if amounts lower than
the Refund shall have been received in the tender, the
Lessor shall pay the Lessee only the amounts received in
the tender.
(2) In the event that the Lessor shall not have offered the
Leased Premises in a tender as aforesaid within 3 months
from the date on which the Lessee shall have fulfilled its
obligations under subsection (b) above, it shall pay the
Refund to the Lessee at the end of such 3 month period.
(3) Payment of the Refund shall be made after deduction of any
and all amounts due to the Lessor from the Lessee under
this contract, and after deduction of an amount equal to
the Consent Fee which the Lessee would have owed the
Lessor under Section 14, if the Lessee's rights shall have
been transferred to another with the Lessor's consent.
(4) In the event that the Leased Premises shall have been
offered in a tender, and no offers conforming to the terms
and conditions of the tender shall have been received, the
Lessor shall offer the Leased Premises in a repeat tender
within 4 months from the date for receipt of offers under
the previous tender; this procedure shall be repeated
periodically until offers conforming to the terms of the
tender shall be received.
(d) Without derogating from the aforesaid, if the Lessee shall have
breached any provision of Section 9 above, the Lessor shall be
entitled to take any of the following measures, at the sole
discretion thereof:
(1) Cause the cancellation of the change made by the Lessee
without the Lessor's consent and/or demolish anything
built on the Lot without the Lessor's consent, immediately
after the Lessor shall learn of the breach, and without
requiring the Lessee's consent thereto. The Lessor shall
not be required to remove the debris from the Leased
Premises.
(2) Charge the Lessee with payment of the Lessor's customary
usage fee and/or full payment for the change in the value
of the Lot as a result of the performance of any changes
made by the Lessee, as determined by the Governmental
Assessor.
Initials: R.G., O.B.
[ Letterhead of the Israel Land Administration ]
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(e) The foregoing provisions of subsections (b) and (c) of this
section shall apply, mutatis mutandis, also upon termination of
the contract upon expiration of the Term of the Lease or upon
expiration of the Additional Term of Lease, as the case may be,
if the Term of the Lease or the Additional Term of Lease are not
extended.
20. Liquidated damages
(a) In the event of revocation of the contract, the Lessor shall be
entitled to deduct liquidated damages from the amounts owed
thereby to the Lessee due to the revocation, at the rate of 15%
of the Basic Value of the Lot, as defined in the preamble, in
addition to differences of indexation between the Basic Index and
the latest consumer price index to be known on the date of
deduction (hereinafter: "Liquidated Damages").
(b) The provisions of subsection (a) notwithstanding, in the event of
revocation of the contact due to the breach set out in Section
19(a)(3), the Lessor shall forfeit any and all amounts paid by
the Lessee defined in Section 19(a)(3), and the provisions of
subsection 19(c) above shall not apply thereto - and all as
Liquidated Damages for such a case.
Such a Lessee shall be entitled - upon the condition precedent
that it shall have fulfilled all the provisions of Subsection
19(b) above - to apply to a committee to be appointed for this
matter by the Israel Land Council, which shall be entitled, if
convinced that such Lessee had acted in good faith, to reduce the
amounts forfeited to the amount of Liquidated Damages pursuant to
subsection (a) above only and/or determine which amounts shall be
returned to such Lessee pursuant to subsection 19(c) above. The
decision of the committee shall be final. The provisions of this
subsection shall apply notwithstanding the promulgation of any
other provisions on this matter in any law.
(c) In the event that the Liquidated Damages shall exceed the amount
owed by the Lessor to the Lessee pursuant to subsections (a) or
(b) above, the Lessee shall pay the balance to the Lessor shortly
after revocation of the contract.
21. Extension of the lease
(a) Subject to the provisions of subsections (b)-(d) hereunder, the
Lessee shall be entitled to extend the lease for an additional
term of forty nine (49) years, provided that it shall notify the
Lessor of its wish to extend the same within the last 12 months
prior to expiration of the Term of the Lease; the terms and
conditions of the lease during the Additional Term of Lease
shall be as customary at that time with respect to land of the
type of the Leased Premises leased by the Lessor in the area of
the Leased Premises, and for the purpose of such lease, and
taking into account that the Lessee had paid for the
Initials: R.G., O.B.
[ Letterhead of the Israel Land Administration ]
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construction of the Buildings.
(b) The Term of the Lease shall be extended for one Additional Term
of Lease only, and the Lessor shall not be obligated to further
extend the Additional Term of Lease, and if this lease contract
is for an Additional Term of Lease - the Lessor shall not be
obligated to further extend the Term of the Lease under this
contract.
(c) In the event that the designation of the land on which the Leased
Premises are constructed shall have changed during the Term of
the Lease, the Lessor shall not be obligated to extend the Term
of the Lease.
(d) The extension of the Term of the Lease shall be made upon
fulfillment of all of the following conditions:
(1) The Lessee shall have fulfilled all of the terms of this
lease contract.
(2) The Lessee shall sign a new lease contract,
incorporating the terms of the extended lease as
aforesaid, no later than the end of the Term of the
Lease.
22. General terms and conditions
(a) Neither the Tenants Protection Act [Consolidated Version],
5732-1972, nor any other law replacing or supplementing the
same shall apply to this contract, and it is hereby declared
that the Lessee has paid the Lessor no key money for this
contract, in any form or manner, and that the payments under
this contract and the Lessee's investments in the Lot shall
not be deemed as the payment of key money.
(b) No waiver, discount, acceptance of any payment, inaction,
tardiness or rendering of an extension on the part of either
party shall be deemed as a waiver of the rights of such
party, nor shall it operate to bar any complaint, unless
such party shall have waived its rights expressly and in
writing.
(c) No modification, amendment, addendum, deletion, waiver or
extension of, to and in the terms of the contract
(hereinafter: "Modifications"), nor any discounts by the
Lessor shall be of any effect unless made in writing and
signed and stamped by the Lessor.
No Modifications of or deletions in the text of the contract
or in the text of any document attached hereto or signed
hereunder shall be of any effect unless both parties shall
have signed the same by a full signature, and the Lessor
shall have signed with a signature and a stamp.
Initials: R.G., O.B.
[ Letterhead of the Israel Land Administration ]
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(d) The Lessee undertakes to pay the Lessor differences of
indexation and the Lessor's customary interest on the date
of payment, for any payment in arrears of an amount owed by
the Lessee to the Lessor under this contract, from the date
such payment is due under the contract until the date of
actual payment thereof, and without derogating from the
Lessor's rights under this contract and any and all laws. In
any case of arrears as aforesaid, payments on account of the
debt shall be credited in the following order: collection
costs, interest, indexation, principal.
(e) The Lessee undertakes to indemnify the Lessor for any amount
which the Lessor shall be required to pay to any person as
compensation for damage for which the Lessee is liable
pursuant to the provisions of this contract and/or any law.
(f) Amounts owed by the parties to each other may be offset the
one against the other. In the event that either party shall
have paid any amount for which the other is liable under
this contract, the other party shall repay such amount
thereto, within 14 days from the date of the paying party's
demand therefor.
(g) All expenses entailed by the preparation of this contract
and the registration of the lease hereunder at the Land
Registration Bureau, including stamp duty and value added
tax on this contract, shall be borne by the Lessee alone.
(h) The section headings are intended for the sake of
convenience only, and shall not be used for the
interpretation of the contract.
(i) The addresses of the parties are as set out at the top of
the contract. Notices sent pursuant to this contract by
registered post to any of the foregoing addresses shall be
deemed to have been duly received five days after the date
of dispatch.
Initials: R.G., O.B.
[ Letterhead of the Israel Land Administration ]
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In witness whereof, the parties have hereto set their hands:
The Lessor: The Lessee:
1. Name .............................. 1. Name .............................
Title ............................. I.D...............................
Signature ......................... Signature (-) [ Stamp of On Track
Innovations Ltd. ]
2. Name ▇▇▇▇▇▇▇ ▇▇▇▇▇ Company Number ▇▇-▇▇▇▇▇▇-▇
Title DEPUTY DISTRICT TRANSACTION
COMMISSIONER 2. Name .............................
NORTHERN DISTRICT I.D. .............................
Signature (-) [STAMP] Signature ........................
Certifier:
I, the undersigned, do hereby certify that I have identified the said Lessee by
identification papers presented to me, and that the Lessee has signed this
contract in my presence.
Name ▇▇▇▇▇ ▇▇▇▇▇ Title CPA Verifier's signature (-)
▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇, CPAs
[ Text accompanying physical plan ]
Place: Makhanaim
Lot: 17/2
Block: 13953
Parcel: 63H - 66H - 68H - 73H
Area: 2,377 dunam
?? of plan: 440/3
Scale: 1:2500
-----------------------------
ISRAEL LAND ADMINISTRATION
Northern District
Mapping Measurements
-----------------------------
August 4, 1992
Tova
[ Illegible stamp and signature ]
Text in center of map:
ALLOTMENT OF LAND FOR CASTING PLANT
AREA 50220 DUNAM
Words on bottom left hand side of map:
TRESPASSING (NOT INCLUDED) ORCHARD