LEASE AGREEMENT between BOC REAL PROPERTY S.R.L. as Lessor and TECHTEAM GLOBAL S.R.L. as Lessee Dated 1 July 2010
between
BOC
REAL PROPERTY S.R.L.
as
Lessor
and
TECHTEAM
GLOBAL S.R.L.
as
Lessee
Dated
1 July 2010
This
Lease Agreement, hereinafter referred to as the “Lease” was made on the date of
1 July 2010 (“Signing
Date”) by and between:
1. BOC REAL PROPERTY S.R.L.,
hereinafter referred to as the “Lessor”, with headquarters
located at 3 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ St., ground floor, room ▇▇, ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, registered with the Trade Registry under no. J40/9884/2009,
sole registration code 26063762, duly represented by Sunil Dilip ▇▇▇▇▇▇ ▇▇▇▇▇,
as director,
And
2. TECHTEAM GLOBAL S.R.L.,
hereinafter referred to as the “Lessee”, with headquarters
located at ▇-▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇ ▇▇. ▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇,
registered with the Trade Registry under no. J40/2100/2004, sole registration
code 16139707, duly represented by ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, as
director.
The
parties above listed are hereinafter jointly referred to as the "Parties" and individually as a
"Party".
1. TERMS
AND DEFINITIONS
1.1. “The Property” means the
office building (GB/GF + 7 floors), comprising a gross area of 57,607 sqm as
outlined in red, (the “Office
Building”), the land afferent to the Office Building (the “Land”), as outlined in yellow,
the related parking places (the “Parking Spaces”) as outlined
in orange, the common areas and access roads as outlined in green on the
attached Appendix 1
- Site Plan. The Property is situated at ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇▇▇▇▇ and is owned by the Lessor in accordance with the ownership
documents, respectively (i) the construction authorization, (ii) reception
minute, (iii) land register excerpt for the Land and for the Office Building,
attached herewith as Appendix
8.
1.2. “The Premises” means
collectively 3,757 sqm Building Rentable Area (as
per BOMA standards) located on the 1st Floor
of the Office Building and 50
sqm Building Rentable Area (as per BOMA standards) located on the Ground
Floor of the Office Building. The Plans of the Premises and the standards used
in order to measure such, respectively BOMA – Standard Building Owners and
Managers Association are attached to the present as Appendix
2. The exact area of the Premises is that mentioned in this
Lease.
1.3. “The Permitted Use” shall have
the meaning ascribed to it as per sections 2.2.
1.4. “Lease” means this Lease Agreement,
including all of its Appendices, as it may be amended from time to time in
accordance with the relevant provisions of this Lease Agreement.
1.5. “Parking Spaces” means a
number of 20 parking spaces, as outlined in
the plans attached hereto as Appendix
3. During the duration of the Lease, the Lessee will have the option to
lease additional parking places (“Additional Parking Spaces”),
at the same price mentioned herein below, to the extent such parking places are
available after the entire Property has been leased to tenants.
1.6. “Property Rules for the Office
Building” means the rules attached hereto as Appendix
5.
1.7. “Business Day” means any day
that is not Saturday, Sunday, legal holiday or other day on which banking
institutions are required by law or other government action to be closed in
Bucharest, Romania.
1.8. “Common Areas” means the
internal and external common areas including the access roads as evidenced in
Appendix 2 as of the signing date of the Lease.
2. THE
SUBJECT OF THE LEASE
2.1 Under
the terms and conditions of this Lease, the Lessee shall be entitled to (i) the
exclusive use of the Premises and the Parking Spaces; and (ii) the non-exclusive
use of Common Areas.
2.2 Lessee
shall be entitled to use the Premises as office space, IT room only for the
Premises on the Ground Floor and the Parking Spaces for the sole purpose of
parking, in compliance with legal provisions, including legal requirements
imposed by the local authorities (hereinafter collectively referred to as the
“Permitted Use”). Any
change in the Permitted Use requires Lessor’s prior written approval that should
not be unreasonably delayed or refused. Additionally, if the Lessee desires to
use the Premises or the Parking Spaces (together the “Leased Area”) for a purpose
which is not a Permitted Use as described in this paragraph, apart from
obtaining the Lessor’s prior written approval in this respect, the Lessee shall
also obtain all appropriate permits and/or authorizations at the Lessee’s costs.
For such authorizations, the Lessor will provide such documents, information,
changes of plans, documentation etc. that are in Lessor’s possession and, on a
best effort basis, assist and support the Lessee to obtain such documents,
information, changes of plans, documentation.
2.3 Lessee
and its visitors may use the Common Areas and access roads for access and egress
to and from the Premises for the purpose of Lessee’s business and in a manner
which shall not interfere with the use of other areas and facilities by other
lessees located on the Premises. Such non-exclusive use by the Lessee shall be
in accordance with the reasonable and customary written rules and regulations,
determined by the Lessor from time to time to apply to the use of the Common
Areas and access roads (hereinafter referred to as the “Property Rules”). The Property
Rules are attached as Appendix 5
to this Lease.
2.4 The
Lessee shall, at its own expense and cost: (a) comply with all laws, ordinances,
orders and regulations affecting the Premises and/or Common Areas and access
roads now in force or which hereafter may come into force (including without
limitation, all environmental laws and regulations); (b) apply for, secure,
maintain in good standing and comply with all licenses and permits which are or
may be required for the activities conducted by the Lessee and for operations
and/or business to be conducted in the Premises; and (c) comply with all rules,
requirements and regulations affecting the Premises and/or Common Areas and
access roads, such as but not limited to the Property Rules and those of the
Fire Authorities. The Lessor will not issue any warranty to authorities for the
application or maintenance of Lessee's licenses or permits.
The
Lessor shall, at its own expense and cost: (a) comply with all laws, ordinances,
orders and regulations affecting the Property now in force or which hereafter
may come into force (including without limitation, all environmental laws and
regulations); (b) apply for all licenses and permits which are or may be
required for the Property; and (c) comply with all rules, requirements and
regulations affecting the Property, such as those of the Fire Authorities
provided that all these obligations shall be incumbent upon the Lessee if
related to the Premises or the activity performed by the Lessee within the
Premises.
The
Lessor warrants and represents to the Lessee, that, to the best of its knowledge
(i) it is the registered owner of the Property, and (ii) there is no
enforcement procedure started in relation to or on the
Property.
2.5 Lessee
shall, and shall ensure that its employees and contractors performing
construction/repair works on the Leased Area will, comply with all laws relating
to the occupancy of the Leased Area and to criminal conduct while such persons
are on the Leased Area. Lessee shall, and shall ensure that the persons listed
above will, not (a) use, occupy, or permit the use or occupancy of the Leased
Area for any purpose other than as specified in section 2.2 above, (b) use,
occupy or permit the use or occupancy of the Leased Area for any purpose that is
directly or indirectly forbidden by applicable laws or which may be dangerous to
life or property, (c) permit any public or private nuisance, (d) disturb the
quiet enjoyment of other Lessees, (e) do anything that might emit offensive
odors or fumes from the Leased Area, (f) make undue noise, (g) set up vibrations
in the Property, (h) do or allow anything on or about the Leased Area that would
cause the cancellation of insurance coverage or increase the insurance rate on
the Property or its contents, (i) exceed the maximum floor load(s).
2.6 No
substances or materials listed or contemplated under environmental or hazardous
waste laws or regulations or approvals applicable to the Property (collectively,
"Hazardous or Toxic
Substances") shall be used, stored or generated upon the Leased Area
and/or Common Areas and access roads. The Lessor conveys to maintain
the Property free of Hazardous or Toxic Substances. In case Lessee will intend
in the future to store Hazardous or Toxic Substances, it is required
to obtain the prior written consent of the Lessor and all the legally
required consents of the relevant administrative and supervising state
authorities (e.g. in the area of fire prevention). The Lessee shall immediately
advise the Lessor in writing of the existence of any Hazardous or Toxic
Substances in, upon, or beneath the Leased Area, or the adjoining lands thereto.
The Lessee agrees that in the event Hazardous or Toxic Substances are found to
exist in, upon or beneath the Leased Area, as a result of the actions or
inactions of the Lessee, its employees, agents, clients, suppliers, licensees,
invitees or visitors, the Lessor may, in its sole discretion and in addition to
any other remedies provided hereunder or under any applicable law, require that
the Lessee, at the Lessee's sole cost and expense, take all steps necessary to
clean up, remove or otherwise treat the Hazardous or Toxic
Substances.
In
addition to the foregoing, in the event Hazardous or Toxic Substances are found
and the conditions provided in section above related to usage, storage or
generating such upon the Leased Area and/or Common Areas and access roads are
not met, the Lessor shall have the right, but not the obligation, and without
liability to the Lessee for any loss or damage that may accrue to the Lessee's
business by reason thereof, to take such actions as the Lessor deems necessary
or advisable, in its sole judgment, to clean up, remove, or otherwise treat, any
such Hazardous or Toxic Substances. All costs and expenses incurred by the
Lessor in the exercise of any such rights shall be payable by the Lessee upon
demand.
2.7 The
provisions of sections 2.5 and 2.6 shall apply from the signing date of this
Lease until Expiry Date or otherwise termination by the Landlord of the same; in
addition, the aforementioned provisions shall apply during any periods of time
that the Premises are used by the Lessee de jure or de facto.
2.8 The
Lessee will dispose of any litter, rubbish, debris, or any other refuse
(collectively "Waste")
solely at the space designated by, and in the manner provided for in, the
Property Rules (Appendix
5). In particular, the Lessee will not place or maintain any Waste in any
vestibule of or entrance to the Premises; on the pathways or corridors adjacent
thereto; or elsewhere on the exterior of the Premises, which shall include,
without limitation, sidewalks, alleyways and courtyards.
3. COMMENCEMENT
DATE AND TERM OF THE LEASE
3.1. Term of the Lease: This Lease
is concluded from the Commencement Date to the Expiry Date (hereinafter referred to
as the “Term”), unless
otherwise regulated herein.
3.2. Commencement Date: The
Commencement Date is the Signing Date of the present Lease. On the Commencement
Date, the Premises and the Parking Spaces have been handed-over by the Lessor to
the Lessee in an “as is” condition (the Delivery
Date), based on the Delivery Protocol attached as Appendix 6
confirming (i) the delivery of the Premises and Parking Spaces to the
Lessee, (ii) their acceptance by the Lessee based on the Technical
Specifications under Appendix
4, and (iii) the condition of the Premises upon Commencement
Date.
3.3. Expiry Date: December 31,
2016.
3.4. Optional Termination: The
Lessee shall have an option during the Lease, at its sole discretion
to terminate the Lease on December 31, 2013 (the “Optional Termination Date”),
provided cumulatively that:
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(i)
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The
Lessor receives from the Lessee, at least six months prior to the Optional
Termination Date, a written notice with respect to the irrevocable
decision to exercise this option;
and
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(ii)
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The
Lessor receives from Lessee, no later than one month following the receipt
of the termination notice above, a penalty that is the sum of (a) an
amount equal to the aggregate consideration of the Rent and the Operating
Expenses and Direct Expenses owed by the Lessee for the 3 (three)
contractual months of January 2014 to March 2014 determined in accordance
with the Lease; and (ii) EUR
250,000.
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3.5. The
Fit-Out Plans (i.e.,
the architectural project containing the partitioning, cabling, installations
etc. to be performed/installed within the Premises, including the IT room on the
Ground Floor are attached hereto
in Appendix 4 a. The Parties have also agreed upon the budget
and timing in respect of the implementation of the Fit-Out Plans, provided
however that Lessee hereby understands and agrees that the total fit-out
contribution provided by the Lessor as incentive hereto is of up to EUR 400,000
plus VAT as mentioned hereto in Appendix 4
b,
irrespective of the amount actually spent to complete the work as set
forth in the Fit-Out Plans (such work being referred to herein as the “Fit-Out
Work”).
3.6. The
Lessor shall approve or reject modification of the plans above (if they are not
in accordance with the Technical Specifications of the Office Building) within
15
days from receiving them. For the avoidance of doubt, should the Lessor
not give any reply to the Lessee within the aforementioned period, such delay
shall not be in any way construed as an approval by the Lessor of the
modification of the Fit-out Plans.
3.7. Should
the cost of the Fit-Out Works above be higher than the incentive amount above
(including in respect of any modifications requested by the Lessee pursuant to
this Section 3), the Lessee shall bear the difference: (i) 50% of the respective
amount upon agreeing the budget as provided above and (ii) the remaining 50%
amount upon delivering the Fit-Out Work to the Lessee, as below
mentioned.
3.8. The
Lessor shall deliver the Fit-Out Works to the Lessee, in accordance with the
Fit-Out Plans and the Technical Specifications of the Premises as per the Appendix
4a, within 60 days as of the Commencement Date and the Lessor shall serve
written notice to the Lessee with respect to such Fit-Out Works delivery date
with at least 7 days before such date. If the Fit-Out Work are not delivered by
1 September 2010, the Landlord shall add an additional day to the Lessee’s free
rent period for each day of delay. If however, the Lessee requests any
amendments to the Fit-Out Plans attached hereto as Appendix 4a, further to the
Signing Date, then the Delivery Date shall be extended with the period of time
needed by the Lessor to implement such modifications, as notified by the Lessor
to the Lessee, without any penalty being due by the Lessor (and without delaying
the Lessee’s payment obligations undertaken hereunder).
3.9. For
the scope of performance of the Fit-Out Works referred to above, each Party
shall appoint and pay its coordinator (whether a person or a company) to follow
up the Fit-Out Works throughout the entire execution period. All Fit-Out Work
will be implemented and coordinated jointly by the Parties’ coordinators. Any
non-conformities with the Fit-Out-Plans during the execution of the works, as
the case may be, will have to be brought in writing, to the attention of the
Lessor’s coordinator by the Lessee’s coordinator within 3 (three) days
from being noticed (the Lessor being obliged to correct the
non-conformities). If no such non-conformities are being brought to the
attention of Lessor’s coordinator during the performance of the works (or after
the correction thereof), the respective fit-out works shall be considered
accepted by the Lessee and this latter shall not be entitled to have objections
thereof upon delivery by the Lessor of the respective Fit-Out
Works.
3.10. In
addition to the incentive granted by the Lessor as stipulated under Clause 3.6
above, the Lessor will bear a fixed amount of EUR 20,000 that will be used by
the Lessee for costs related to re-location of its headquarters into the
Premises and will be paid by the Lessor based on the fiscal invoice(s) issued by
the Lessee in this respect.
3.11. Fit-Out Works Delivery
Protocol: Following the written notice sent by the Lessor to the Lessee
as per Clause 3.8 above, the Lessor and Lessee shall sign the Fit-Out Works
Delivery Protocol confirming the delivery of the Fit-Out Works to the Lessee and
the condition of the Premises at the time of such delivery (referred to as the
“Fit-Out Works Delivery Protocol” and hereto
attached as Appendix 6
a.
3.12. Warranty of the Fit-Out Work.
The Lessor warrants to the Lessee that the works and the materials used for
completing the Fit-out Work (including the structured data cabling and
electrical wiring) are in accordance with the Technical Specifications and the
Fit-Out Plans. The Lessee undertakes to observe all instructions manuals
received from the Lessor in respect to the Fit-Out Works and the Lessor conveys
to repair at its cost any non-conformity or defect (that is not due to improper
use) for a period of 12 months after the completion and delivery of the Fit-Out
Works.
4. RENT
4.1. The Lessee shall pay to the
Lessor under the terms
set forth in this Lease,
the equivalent in ▇▇▇, at the exchange rate of the National Bank of Romania
calculated as per the below, the following amounts:
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A)
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The Basic Rent for
Premises, payable monthly in advance, namely EUR 12 + VAT/sqm/month
as adjusted by clause 4.2 below, and
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B)
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The Basic Rent for Parking
Spaces payable monthly, in advance, for 10 of the 20 Parking Spaces
under this Lease is of EUR 75 plus VAT per each parking place, as adjusted
by clause 4.2 below,
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hereinafter
collectively referred to as the “Rent”.
Lessee
shall also pay, beside the Rent:
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C)
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Operating Expenses and other
Direct Expenses described in section
5.
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4.2.
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Indexation
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The Rent
shall be on an annual basis, on each 1st January
of each subsequent calendar year (hereinafter each referred to the “Reset Date”)
according to the HCPI index (2005=100, annual reference) applicable for EURO 27
countries area published on EUROSTAT site (▇▇▇.▇▇▇▇▇▇▇▇.▇▇) plus
0.5%. The indexation shall be applied as follows:
a.
As of the
1st of January of year 2011 and up to the termination of the Lease, every year,
on the 1st of January, the Rent shall be indexed with the HCPI index plus 0.5%
published for the year before.
b.
The difference resulted when the amounts for the first month are updated shall
be invoiced during the last 10 (ten) calendar days of the updated
month.
4.3. For
the avoidance of any doubt, all amounts owed by Lessee under this Lease
(including Rent and Operating Expenses and Direct Expenses) shall be determined
and owed as net rate as per the Lease plus related VAT.
4.4. If
a new currency is introduced in Romania (hereinafter referred to as the “New Currency”) and the
Romanian ▇▇▇ is substituted by the New Currency and the New Currency may and
shall be used for the payment of obligations in Romania, any amount denominated
in the Romanian ▇▇▇ or Euro shall be converted into the New Currency at the
applicable conversion rate, and all payments under this Lease which would
otherwise have been payable in the Romanian ▇▇▇ shall afterwards be made in the
New Currency. The Parties will negotiate in good faith in order to agree any
amendments to the terms of the Lease so as to ensure that the Parties will be
left in no worse position than they would otherwise have been, if the New
Currency had not been introduced in Romania.
4.5. The
introduction of any New Currency, the termination of the national currencies of
the member countries of the European Monetary Union, or the fixing of the
exchange rates which will apply at the termination of the national currencies or
the economic consequences which may arise from the introduction of any New
Currency or in connection with the European Monetary Union shall not give a
legal basis for the rescission, the challenging or the termination of this Lease
before the end of the Expiry Date, or for raising any claims relating
thereto.
5. PAYMENTS
5.1.1. Rental Payments: The Basic
Rent shall be paid monthly in advance, on or before the first day of each
month.
5.1.2. The first Basic Rent for Premises shall be due and
paid starting with 1 January 2011, the contractual months from Commencement Date
and until 1 January 2011 being referred to hereinafter as the “Rent Free Period”. For the
avoidance of any doubts, the Rent Free Period shall refer only to the Premises,
the rent for the Parking Spaces being due as of 1 September 2010.
5.1.3. In
case the Lessee does not start to use the area of 500 sqm on the 1st Floor
of the Office Building evidenced in green within Appendix 2
attached hereto (the “Additional Area”) until 1
January 2011, the Basic Rent for such area will start to be paid by the Lessee
only from 1 July 2011, and the Basic Rent for the Premises will be computed and
paid based on 3,257 sqm. For the avoidance of any doubt, the Lessee shall notify
accordingly the Lessor, in writing, should it wish to use the Additional Area
before 1 January 2011.
5.2. Payment of Operating Expenses and
Direct Expenses: The Lease shall be a “Triple Net /
Fully Repairing and Insuring” lease. As such, the expenses to be incurred
and paid by the Lessee for the purpose of this Section shall include operating
expenses payable monthly in advance, on or before the first day of each month,
comprising the elements listed below in sections 5.2.1 and 5.2.2 (hereinafter
referred to as the “Operating
Expenses and Direct Expenses”).
The
Operating Expenses and Direct Expenses shall be paid by
the Lessee starting with 1 September 2010.
The
Lessee shall pay as of the 1 September 2010 the Operating Expenses and Direct
Expenses, as well as all other payments due by the Lessee as per the terms and
conditions set forth herein, all on a monthly basis:
5.2.1. All
Operating Expenses and other Direct Expenses related to the Premises and to the
Parking Spaces, including, but not limited to, Lessee’s pro rata allocation of
the costs (based upon the percentage equal to the Premises as mentioned under
Section 1 above divided by the Total Rentable Area of the Office Building –
namely total area of the Office Building that can be leased, including the
Common Parts) for and associated with the following:
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a.
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property
taxes including all taxes specifically relating to the Land and the
Building and imposed on the Lessor under binding government regulations
from time to time (this specifically excludes the Lessor’s income tax,
costs of credit or other business taxes or transfer
taxes);
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b.
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insurance
to be maintained by the Lessor for the Land and/or Property as described
in this Lease;
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c.
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use
of electricity, hot and cold water or other utilities and heating of
Common Areas and access roads within the Property but outside the
Premises;
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d.
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preventive,
routine and other maintenance and repairs, other than those covered by the
warranty obligations of the suppliers, of the Property (including but not
limited to repairs necessitated by normal wear and tear, maintenance and
repairs listed in Section 8.1 below, as well as minor repairs, and the
reasonable cost of maintenance staff and staff facilities, and also
including improvements which are required by law or which are anticipated
by Lessor to substantially reduce operating costs for the Land and/or the
Property);
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e.
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cleaning
and maintaining of Common Areas and access roads inside and outside of the
Office Building – landscaping, parking, circulation areas, snow
clearance;
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f.
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use
and maintenance of the sewage system, garbage collection and disposal,
cleaning oil traps;
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g.
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property
security (such as, but not limited to video surveillance in the Common
Areas, control access system by individuals cards), technical
installations maintenance and staff facilities during working
hours;
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h.
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any
other reasonable operating expenses which may be incurred or requested by
the Lessee and the majority of lessees, if applicable;
and
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i.
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Property
management fee.
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Transparency
and efficiency of the property management services are assured by the Lessor,
inter alia by tenders
organized for appointing the Property Manager.
5.2.2. Any
utilities such as water, gas, electricity, sewage, telephone or other similar
utility or service used or consumed by the Lessee in the Premises ("Utilities"), if such are not
paid directly by the Lessee to the relevant utility supplier.
5.3. Calculation of Operating Expenses and
Direct Expenses: Invoices for advance payments of Operating Expenses
shall be calculated based on the estimated cost of providing the services
described in Section 5.2 above, which advance payment shall be ▇▇▇ equivalent of
EUR 3 per square meter
per month for the Premises, plus VAT. Whenever possible, expenses of consumption
of Utilities shall be paid by Lessee directly to the respective utility supplier
based upon actual use as measured by on site measuring equipment or invoices
sent by relevant suppliers.
After the
end of every calendar year of the Lease, the value of the Operating Expenses and
Direct Expenses is adjusted for the previous year, the initial value being
increased or decreased depending on results of the audit performed on the costs
recorded in the accounting books for the maintenance and the administration of
the Office Building, as well as on the costs of the services supplied to the
Lessees (pro rata with the Premises) and is adjusted retrospectively during the
first month of the year in progress for the previous one, and the related
payments must be made within 30 (thirty) calendar days from the
auditing of the accounts of the Lessor and from the date the
invoice is received by the Lessee (“Open Book System”). The
Lessor shall audit
the accounts using the services of a reputable company in the market. The value
thus calculated and confirmed by the auditors shall be maintained for the rest
of the year, until the following annual recalculation. The Operating Expenses
and Direct Expenses will be calculated based on the service costs incurred by
the Lessor, according to an open book system and disclosed to the
Lessee. The Lessee shall be entitled to request from the Lessor a
list of and documents confirming the expenses borne in the relevant calendar
year, with respect of all components of the Operating Expenses and Direct
Expenses and calculations due. The Lessor shall have the obligation to furnish
the Lessee with such list and documents within 10 (ten) days upon receipt of
such request.
Further,
the Lessee shall keep all information and documents obtained as per the above
the results thereof strictly confidential and shall not be shared with or
divulged to any other lessee or person.
5.4. The
Rent and other payments due under this Lease and expressed in EUR shall be
payable in the Romanian Lei (▇▇▇) equivalent of the Euro amount stated herein,
calculated according to the exchange rate of the National Bank of Romania Bank
valid on the date of the invoice communicated to the Lessee at least 15 days
prior to the date when the payments fall due.
The
Lessor shall not be held liable for any utilities interruptions which were not
caused by its fault. The Lessor shall make all the necessary efforts in order to
restore the supply of utilities as soon as possible. The Lessor (i) will be
responsible for the maintenance of infrastructure in the Office Building as part
of the Direct and Operating Expenses, (ii) will be responsible for the proper
maintenance of the power generator(s) and will do best endeavors to ensure the
availability and the functioning of the power generators in accordance with the
specifications, (iii) will be obliged to provide access to the Lessee to the
service records of the power generators. The Lessor will reserve for the Lessee
120KVA power in one of the generator that will be specifically mentioned in the
Delivery Protocol with the obligation of the Lessee to support a prorated share
of the maintenance and fuel costs of the power generator. For the avoidance of
doubt, in case the power generators are not functioning, the Lessee shall
promptly notify the Lessor of the defect or the malfunctioning and shall allow
the Lessor a 30 days remedy term.
5.5. Wiring Instructions: Payments
by Lessee to Lessor shall be by bank transfer to Lessor’s account no. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇, opened with Banca
Romaneasca SA Member of the National Bank of Greece or to any other bank
account communicated in writing by the Lessor, in accordance with the provisions
hereto.
5.6. Confirmation of Payment:
Payment shall be deemed received when the wired funds are debited on the
Lessee’s account to the correct account of the Lessor.
5.7. Delays in Payment: In the
event of delays in any payment under this Lease, the Lessor has the right to
charge penalties to the Lessee of 0.05% per each day of delay computed on the
invoiced, due and unpaid amounts in ▇▇▇ under the present Lease. The late
payment penalties shall be invoiced and payable according to the same procedure
as the rent. In the event of default in payment, all properly incurred
collection costs (including the costs of an attorney-at-law), as decided under a
definitive and irrevocable court decision, shall be borne by the
Lessee.
6. TELEPHONE
LINES
6.1. Lessee
shall have the right (but not the obligation), upon written request, to use ISDN
package lines dedicated to the Premises and supplied by the Lessor. Lessee shall
be allowed to design its own internal telecommunication system, with the number
of internal lines to be defined at the time of implementation. Lessee shall pay
for the standard connection fees, monthly fees, and usage fees charged by the
telephone service providers (supported by copies of the service providers’
invoices) by reimbursement to the Lessor, or preferably based on direct invoices
from the service providers, as agreed between the service provider and the
Lessor. For clarification purposes, the Lessor will not impose any restriction
on the telecom service suppliers nor will restrict the Lessee in using without
any additional charge the building canalization to connect to the telecom
suppliers.
7. LESSEE’S
OBLIGATIONS
7.1. Lessee
shall execute and pay the costs of repair or maintenance of any parts of the
Premises or installations and technical fixtures therein which have been damaged
by the Lessee, its employees or sub-contractors or visitors beyond normal wear
and tear. Lessee shall be obliged to repair the damages in 1 (one) week time, or
if the nature of defaults justify delay in their remedying, within 30 (thirty)
calendar days (and in such cases the Lessee will notify the Lessor the period of
time under which it anticipates remedying the damages). Any repairs shall be
made only with qualified contractors licensed to perform the required works,
using all due skill and care generally expected from professional(s) appointed
to carry out such works and using good quality materials. These works to be
executed by Lessee are in addition to the Operating Expenses and obligations
described in Section 5.2 above. Additionally, Lessee shall keep the Premises
clean and tidy and shall not store trash in the Parking Spaces (as well as the
Additional Parking Spaces, if any), nor dump trash anywhere in the Land or
Common Areas and access roads, other than in the trash-cans, skips, or other
containers provided for this purpose in the areas designated by the Lessor from
time to time.
7.2. Return of Premises: Upon
Expiry or otherwise termination of the Lease, Lessee shall leave the Premises in
the same condition existing on the Fit-Out Works Delivery Date, at no cost of
the Lessor, subject to normal wear and tear. If so notified by the Lessor prior
to Expiry or otherwise termination of the Lease, Lessee shall remove any
improvements or alterations made in addition to the Fit-Out Work (if any), using
all due care, (unless prior written agreement has been obtained from the Lessor
to the contrary). Lessee shall not be entitled to any reimbursement of costs or
added value of improvements or alterations made to the Premises including
improvements made pursuant to Section 10 below.
7.3. Lessee’s Liability for
Damages: Lessee shall be liable to Lessor for any damages to the
Premises, the Property or any other development on the Land caused by Lessee,
its employees, corporate officers, contractors working in the Premises and shall
immediately notify the Lessor of such damages. Among others, Lessee shall be
liable for any damages caused by the improper use by the Lessee or its
employees, officers or contractors working in the Premises of all systems and
facilities, including but not limited to, the water supply, drainage, lighting
or power supply lines, sanitary, and heating and ventilation systems and
installations.
7.4. Lessor’s Execution of Lessee’s
Duties: Should Lessee fail to perform its obligations within the period
specified in Section 7.1 above and subsequently within additional 21
(twenty-one) calendar days after receiving written notice from the Lessor, in
addition to any other remedies herein or under applicable law, Lessor shall have
the right to arrange for the necessary works to be carried out at the expense of
Lessee with the right to charge the Lessee for such costs. Any such costs shall
be reimbursed to the Lessor’s upon the latter’s demand together with the invoice
issued in accordance with the Romanian law and the related supporting
documentation.
8. LESSOR’S
OBLIGATIONS TO MAINTAIN AND REPAIR
8.1. Maintenance and Repairs: The
Lessor shall, as part of the Direct and Operating Expenses, maintain and repair
the Property (including the Common Area and the access roads) and the following
equipment and systems: : .
8.1.1
building structure and external elevations;
8.1.2
electrical power distribution systems;
8.1.3
utility systems (water, sewage and heating, cooling (if any), ventilation
system);
8.1.4
fire alarm and sprinkler system.
If the
above repairs are covered by the warranty of the contractors, the repairs will
not be reflected in the Direct and Operating Expenses.
8.2. Warranty. The Lessor warrants
the Lessee against any defects in the building structure, existing equipments
and materials of the Premises according to the requirements of the Romanian
Civil Code and shall replace any defective items or materials at no extra cost
to the Lessee. Neither the Lessor nor the maintenance company employed shall be
responsible for interruptions in the services described above or in Section 5.2
which are caused by an event of Force Majeure or which are not caused by
Lessor’s fault.
8.3. The
Lessor shall do best endeavors to cause the property management service company
to maintain, during the period of the Lease, for the services provided in the
Property, all the characteristics and parameters according to the
Technical Specifications.
8.4. The
Lessor shall do best endeavors to ensure that the property management company
provides prompt, good quality services and sort out promptly any grounded
request or complaint received from the Lessee.
9. INSURANCE
AND SECURITY
9.1. Real Property
Insurance.
Lessor
shall maintain standard fire and perils coverage insurance (resulting from total
or partial destruction of the Premises), Rent loss and third party liability
insurance on the Property. Said insurance shall be maintained with a reputed
insurance company at the choice of Lessor, in its sole discretion, in the amount
equal to the full reinstatement value of the Premises from time to time at the
expense of Lessor (though the cost thereof shall be included in the Operating
Expenses and Direct Expenses), and payments for losses there under shall be made
solely to Lessor. The Lessee shall cover the expenses generated by the said
insurance, pro rata with the leased area. If the annual premiums to be paid by
Lessor shall exceed the premiums otherwise payable because Lessee’s operations
or contents of the Premises result in extra-hazardous exposure (i.e., the Lessee, with the
prior written permission of the Lessor and with all requisite local licenses and
approvals, stores hazardous, explosive or potentially damaging substances or
materials in the Premises), Lessee shall promptly pay the excess amount of the
premium upon request by Lessor.
9.2. Lessee’s Insurance: Lessee
shall properly insure its assets and shall maintain insurance at its expense for
fire, perils, theft and other coverage’s usually maintained by businesses in the
area in which the Property is located as well as against any liability or claim
for bodily injury, death or property damage for which Lessee is responsible by
law or this Lease.
9.3. Security. Within 20 days as of
the signing date of this Lease, the Lessee shall provide the Lessor an
irrevocable and unconditional Bank Guarantee Letter issued
by a financing bank agreed by the Lessor, in accordance with the form
attached at Appendix
7, securing the fulfillment by the Lessee of all its obligations
undertaken herein, payable in whole or in part upon Lessor’s first demand, in an
amount equal to the aggregate consideration of the Rent and the Operating
Expenses and Direct Expenses plus VAT owed by the Lessee for 3 (three)
contractual months determined in accordance with the Lease. The term of the Bank
Guarantee Letter shall start as of the Commencement Date and it shall cover the
entire Term of this Lease, plus 30 (thirty) calendar days calculated
as of the end of this Lease.
In the
event the Lessee
delivers a Bank Guarantee Letter valid for a shorter period, it shall be
obliged, without any additional notice from the Lessor, to deliver a new
guarantee (or an extension to the existing one) not later than 30 (thirty) days
before the expiry of the previous one. Should the Lessee fail to deliver such a
new guarantee, the Lessor shall be authorized to draw the full amount of the
guarantee without any remedy or cure period and hold such as cash security,
(“Cash Deposit”); the
amounts thereof shall be used by the Lessor upon the terms and conditions set
out below.
The Bank
Guarantee Letter or, if the case, the Cash Deposit shall be used if there are
any outstanding payments from the Lessee to the Lessor or if damages are caused
to the Lessor or the Premises due to Lessee’s breach of any of its obligations
in this Lease, including but not limited to the following:
· Lessee’s
failure to pay Rent, Operating Expenses and Direct Expenses within 15 days of
being due under this Lease;
· Lessee’s
failure to reimburse costs related to repair of damages caused by Lessee to the
Premises and/or to the Office Building;
· Lessee’s
failure to pay penalties on payments overdue;
· Lessee’s
failure to vacate the Premises by the Expiration Date or earlier Termination of
the Lease.
If the
Bank Guarantee Letter or the Cash Deposit, if the case is used in accordance
with above, the Lessee shall restore it to the original amount within 14
(fourteen) days from the date of receipt by the Lessee of a written notice sent
by the Lessor.
In case
that paragraph 2 of this Section shall be enforced, the Cash Deposit (reduced,
if the case, with the amounts due and unpaid by Lessee in accordance with the
Lease) shall be returned to the Lessee upon receiving appropriate Bank Guarantee
Letter.
Otherwise,
the Cash Deposit, as well as the Bank Guarantee Letter shall be returned to the
Lessee within 30 (thirty) days as of the Expiry Date or as of the termination
date of the present Lease in any of the ways mentioned herein below. The Cash
Deposit shall be returned in EUR (if applicable, or in ▇▇▇), but decreased with
any amount deducted in accordance with above.
10. ALTERATIONS
10.1. Lessee
shall not be allowed to make any alterations or improvements to the interior of
the Premises unless prior written approval has been obtained from Lessor, which
approval shall not be unreasonably withheld. Such alterations must
not affect the Premises or material warranties or guarantees, which apply to the
Premises and/or the above Premises. Any alteration to the Premises may only be
carried out by the Lessee if all government, statutory and local or other public
authority permits or approvals have been obtained and with all good skill and
care. The implementation of any alteration or improvements may not cause any
unreasonable inconvenience or disruption to the
operation of the Property and/or other developments on the Land and other
Lessees therein.
11. REPAIRS
TO THE PREMISES BY LESSOR
11.1. Major Repairs: In the event of
major repairs required to the Premises, not resulting from Lessee’s fault,
Lessor shall be obliged to make the repairs as quickly as reasonably possible.
Any major repairs, which are not of an emergency nature, may be executed only
after 1 (one) Business Day prior
written notice to Lessee. Lessor is obliged to keep the inconvenience caused to
Lessee by such works to a minimum. The Lessee shall grant access to the Premises
to the Lessor and/or anyone acting on its behalf and it may not unreasonably
delay or obstruct the performance of the works.
To remove
or to avoid obvious dangers, the Lessor shall be entitled to execute, at its own
expense, remedial works and structural changes in the Premises based upon
written notice to the Lessee specifying the estimated duration of such works.
According to the notice, the Lessee shall allow access to the Premises and shall
not unreasonably delay or prevent the execution of the notified remedial works
and structural changes, provided that the Lessor notifies the Lessee of the
duration thereof. In the event that the areas rendered unusable due to the
aforementioned works represent more than 25% of the Premises, the Lessee shall
be entitled to a pro rata reduction of the Basic Rent for the respective period
of time. Should the Premises, Common Area of the Office Building be rendered
unusable in full or in part during more than 40 (forty) days, then the Lessee
will have the right to terminate the Lease as detailed in Section 13.5 below
except the case when the risks were caused or due to the Lessee’s intentional
acts or culpable omissions.
However,
in the event that it has been proven that the risks were caused or due to the
Lessee’s fault, the Lessee shall bear the cost of such remedial works or shall
reimburse the Lessor within 15 days upon its first demand accompanied by the
invoice issued in accordance with the Romanian law and the related supporting
documentation.
11.2. Access for Emergency Repairs:
Lessor may arrange for emergency repairs or alterations to be carried out
without the consent of Lessee. Such emergency repairs shall be performed as
quickly as reasonably possible. Lessee shall permit access to the
Premises and may not delay or obstruct the performance of the work. The
provisions of Section 11.1 paragraphs 2 and 3 above shall apply
accordingly.
11.3. Cost of Repairs: Lessee shall
be obliged to pay for all repairs relating to Lessee’s use of the Premises which
are not covered in Sections 5.2, 11.1 or 11.2 above, except for repairs
otherwise covered by an insurance policy or contractor warranty.
12. ACCESS
TO THE PREMISES BY LESSOR
12.1. Notice of Access: Lessor or
persons authorized by Lessor shall have the right of access to the Premises at
any time during Lessee’s normal business hours upon 2 (two) calendar day written
notice. In an emergency, with imminent danger or due to security reasons, access
to the Premises shall be permitted at any time, day and night
12.2. Access after Notice of
Termination: Following notice of termination of the Lease or in the event
that Lessor intends to sell the Land, the Property, the Premises, or a part
thereof, Lessor or his representative, together with any potential lessee or
purchaser, shall be permitted access to the Premises during normal business
hours upon 2 (two) calendar day notice to the Lessee. The Lessor will take all
the measures in order to not unreasonably disturb the Lessee’s activity in the
Premises. Confidentiality provisions described herein shall apply.
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13.
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TERMINATION
OF THE LEASE
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13.1.
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Lessee’s Events of
Default: Upon the occurrence of an event of default under this
Section (hereinafter referred to as the “Event of Default”),
following written notice of an Event of Default, the Lessee shall have a
remedy period of (i) 30 (thirty) days for cases b), c), e), f), g) below
and (ii) 10 (ten) days remedy period under item a) and (iii) 20 (twenty)
days remedy period under item d). In such a case, if the Lessee fails to
remedy/fulfill the breached obligation under this Lease, within the remedy
period as per the above, upon expiry of such remedy terms, the Lease shall
be deemed terminated by law, upon Lessor’ notice of termination served to
the Lessee, with immediate effect, no other formality or court
intervention being necessary. The Lessee hereby agrees to conduct its
business in a way so as not to allow the occurrence of any of the
following Events of Default:
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a.
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non-payment
of the Rent and the related Operating expenses and Direct Expenses (VAT
included) for a period of more than 15 (fifteen) Business Days from the
due date;
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b.
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the
use of the Premises is in non-compliance with the Permitted Use and the
Property Rules; or a decision and/or regulation of competent governmental
or local authorities prevents the further use of the Premises by the
Lessee or any of its affiliate;
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c.
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the
Lessee’s use of the Premises which causes or which may cause damage to the
Premises, the Property and/or any development on the Land beyond normal
wear and tear despite written notice from Lessor to cease such an
activity;
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d.
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failure
of the Lessee to provide the Bank Letter of Guarantee as agreed herein
and/or to maintain/restore the Bank Letter of Guarantee at the amounts
agreed and according to the manner/timing described in Sections 9.2 and
9.3 above (in case of enforcement thereof by the
Lessor);
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e.
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failure
to obtain or maintain all material statutory, local and other regulatory
licenses required for the use by the Lessee of the Premises for its
business purposes provided that such failure would have any impact on the
Lessor or this Lease; or
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f.
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Lessee’s
actions or inactions that may negatively affect the proper use of the Land
or any parts thereof by neighbors or other lessees or occupants of such or
the capacity of Lessor to further lease the Land or any parts thereof or
which may determine the early termination by other existing lessees of
their respective leases concluded with the Lessor in relation to the Land
or any parts thereof;
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g.
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failure
to perform any other material obligations in this
Lease.
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13.2. Penalty clause: In case the
Lease is terminated due to Lessee’s fault, otherwise than in accordance with
Clause 3.4 above, the Lessee undertakes and agrees to pay to the Lessor an
amount representing the remaining Rent until the Expiry Date.
13.3. Surrender Period: Should
Lessor terminate this Lease pursuant to Section 13.1 above, following an Event
of Default, the Lessee agrees to surrender and vacate the Premises within 45
days as of the date the termination notice is served (hereinafter referred to as
the “Surrender Period”),
during which time Lessee shall, for each day spent in the Premises, pay the Rent
equal to two times the pro-rata Base Rent for the respective period. Such
payment shall not constitute a waiver by Lessor of other rights and compensation
due under this Lease.
13.4. Penalties for Delay in
Surrender: Should Lessee fail to vacate and leave the Premises within the
Surrender Period, thereafter the Lessor is entitled to three times the amount of
the pro-rata Base Rent for each day of delay in addition to any claims or
damages that may be available under Romanian Civil Code. Also, after the expiry
of the Surrender Period, the Lessee does not have the right to access the Leased
Area, Lessor being the only one allowed to decide the use thereof. In the event
of termination of this Lease or expiry thereof, upon the expiry of the Surrender
Period, it is expressly agreed that the Lessor may immediately cease to provide
to the Lessee services covered by the Operating Expenses, including but not
limited to the supply of electricity and heat. With regard to such services, the
Lessee expressly and irrevocably waives any claims for reimbursements from the
Lessor, any right to obtain injunctions, any right to demand substitute premises
or any other similar claims and rights.
13.5. Expiry: The Lessee shall
surrender the Premises upon the Expiry Date or upon the expiry of any extended
term, as the case may be. Should Lessee fail to leave the Premises upon such
date, Sections 13.3 and 13.4 shall apply accordingly.
13.6. Lessor Events of Default: The
Lessee may
terminate the Lease, without any penalty or damage being due by the
Lessor, by giving written notice to the Lessor if:
a. a
part representing more than 25% of the Premises or the whole of the Premises are
not useable or are destroyed for a period of more than the term provided under
Section 11.1 paragraph 2 and the Lessor does not take any steps to rectify the
situation within such term;
▇. ▇▇▇▇▇▇
fails to obtain all material statutory, local and other regulatory licenses
required for the operation of the Property provided that such failure would have
any impact on the Lessee‘s activity within the Premises and provided that the
request of the obtainance thereof is not due to Fit-out Plans and Fit-out Works
or to any activity of the Lessee within the Premises, case in which the Lessee
will assist the Lessor in remedying thereof by providing all required documents
and support and will not represent an event of default therein. Otherwise, in
respect of the Property itself, not related in anyway to the Premises, any such
failure shall be communicated to the Lessor by the Lessee in writing and shall
allow the Lessor a 30 days remedy terms following the notice of the Lessee
detailing such breach and how this impacts the Lessee’s activity within the
Premises.
Due to
the exclusive fault of the Lessor, all the entries into the Premises cannot be
used or access, the ceiling is seriously damaged and broken, the elevators are
not functioning and such affect the Lessee’s use of the Premises and the
situations are not cured within 30 days following a written notice delivered by
the Lessee to the Lessor in this respect.
For the
avoidance of doubt, it shall not be considered as an event giving raise to
termination by the Lessee the degree of occupancy of the Land or the location of
the Premises near or in the vicinity of certain other lessees or occupiers of
the Land and/or neighboring areas or the termination of any lease or vacation of
any neighboring areas by specific lessees or occupier thereof.
14. REDUCTION
OF RENT AND OTHER CHARGES
14.1. Lessee
shall have no right to set off, reduce or retain against the Rent, Operating
Expenses and Direct Expenses or any other payments due under this Lease for any
claims against Lessor..
14.2. In
the case the Parties shall agree on any rent-free periods then the Lessee
undertakes to remain liable for any other charges mentioned by the
Lease.
15. PROPERTY
RULES
15.1. Lessee
will comply with the Property Rules issued in accordance with the provisions of
this Lease, which are to be considered as an inseparable part of this
Lease.
15.2. Lessor
will make best efforts to prevent any other lessee of the Premises from
conducting activities, which will negatively affect Lessee’s proper use of and
access to the Premises.
16. SUBLEASING
16.1. Subleasing
of the whole or any part of the Premises at any time and from time to time shall
not be allowed to Lessee without the Lessor’s prior consent, which will not be
unreasonably delayed or withheld, except for subleasing, sharing occupation of
the Premises or any part thereof to affiliates or members of the Lessee’s group
of companies in which case the consent is provided hereby, subject to prior
written information notice being served to the Lessor. However, the Lessee shall
remain fully liable towards the Lessor in any of the cases mentioned
herein.
17. ASSIGNMENT
AND NOVATION
17.1. Lessee
may not assign its rights and transfer its obligations under this Lease to any
entity without the prior written consent of the Lessor, which shall not be
unreasonably delayed or withheld, except for assigning, in part or in full, the
rights and/or obligations under the Lease to affiliates or members of the
Lessee’s group of companies, provided prior written information notice is served
to the Lessor and provided the assignee is of the same, or better, financial
standing as the Lessee. However, the Lessee shall remain jointly liable towards
the other Lessor in any of the cases mentioned herein.
17.1.1. For
the avoidance of any doubt, the Lessee hereby consents to the assignment or
pledge of all or part of the Lessor’s rights arising out of or in relation to
this Lease, including without limitation Rent, Operating Expenses and Direct
Expenses, Bank Guarantee/Security Deposit, Cash Deposit and any other payments
arising out of the Lease in favor of the bank(s) and financial institution(s)
financing/crediting the Lessor.
17.1.2. In
the event such assignment or pledge is made, the Lessee shall undertake, in a
form satisfactory to the Lessor and/or the relevant bank or financial
institution, irrevocably to transfer the amounts which constitute present and
future liabilities of the Lessee towards the Lessor, on written request, to a
bank account indicated by the Lessor or such bank or financial
institution.
The
Lessor has the right to transfer the rights and obligations deriving from this
Lease by means of novation and the Lessee hereby consents to such novation and
undertakes to perform any and all actions and sign all documents that might be
necessary for completing the novation of the obligations the Lessor has in
relation to the Lease and in any case, all the rights of the Lessee’s under this
Lease shall remain unaffected. Lessee shall not bear the fees of effecting such
an assignment or novation.
17.2. The
Lessor shall have the right to sell the Property and to assign any rights
deriving from the Lease without the need for any approval or consent from the
Lessee, provided that all the rights of the Lessee’s under this Lease shall
remain unaffected.
18. SIGNAGE.
ANTENNAS
18.1 Subject
to Clause 18.5, the Lessee shall have the right to have its logo/signage on the
exterior of the Office Building, with the positioning and dimensions specified
and agreed in good faith between the Parties under Appendix 4
hereto, complying at all time with the principle of having placement and
dimensioning conditions in line and proportional with the weight of the Lessee’s
rented area in the total rentable space.
18.2 Subject
to Clause 18.5, the Lessee shall have the right to install its signage (i.e., for guidance of
guests/clients/suppliers/partners) in the common areas of the Office Building
designated by the Lessor and evidenced within Appendix 4
hereto.
18.3 Subject
to Clause 18.5, antennas and other technical equipment may be installed on the
terrace of the Office Building, subject to prior compliance with the technical
specifications of the Office Building, non-interference with other equipments on
the terrace and priory obtaining of all necessary permits, endorsements,
authorizations etc.
18.4 No
additional rent shall be charged in relation to these rights, provided that the
Lessor shall not incur any costs in relation to permitting process,
installation, running, maintenance, repair and dismantlement of such signage
and/or equipments. Therefore, the Lessee will be solely responsible for all
costs, expenses, taxes, fees etc. related to installation, running, maintenance,
repair and dismantlement of the signage and/or technical equipments. Also, the
Lessee will be solely responsible against the Lessor and/or any third parties
and will keep the Lessor harmless and indemnify the Lessor with respect to duly
obtaining and the maintenance of required authorizations, permits, endorsements,
etc. for installation, operation, use, repair, dismantlement of the signage
and/or technical equipments.
18.5 Both
installation and specific procedures for operation of signage, antennas and
other technical equipments are always subject to Lessor’s prior written approval
and related instructions, not to be unreasonably withheld or delayed, based on
the necessary technical specifications and plans to be executed and submitted by
the Lessee.
18.6 In
case any of the obligations is not observed by the Lessee, the Lessee shall be
bound to remove the corresponding signage and/or antennas and/or technical
equipments without any delay, reinstate the affected part of the Office Building
to its initial condition, on its exclusive cost and liability.
18.7 Failure
by the Lessee to duly fulfill the obligations specified under Clause 18.6 above
will entitle the Lessor to take the necessary actions on the exclusive cost and
liability of the Lessee, without any other prior formalities or intervention of
law or arbitration courts, only by serving a written information notice in this
respect to the Lessee with 2 (two) days in advance. In such case, the Lessee
expressly undertakes to reimburse Lessor all reasonable costs incurred thereof,
within 15 days as of receipt of the corresponding fiscal invoice/s from Lessor,
together with the justificatory documents.
19. GOVERNING
LAW AND DISPUTE RESOLUTION
19.1. Governing Law: This Lease
shall be governed by the laws of Romania.
19.2. Dispute Resolutions: In case
of any dispute, claim or the like arising under this Lease, the Parties shall
attempt to reach an amicable settlement. If an amicable settlement cannot be
reached, the dispute shall be submitted to and settled by the competent Romanian
courts of law.
20. LENDER
AND PROTECTION INFORMATION
20.1. Subordination: Lessee is aware
of the fact, that due to the financing of the development of the Lessor, the
Land and the Property and all Lessor’s rights arising out of or in relation to
the Lease are burdened by mortgage and other security rights. Should Lessor or
the financial institution involved in the development undertaken by the Lessor
notify Lessee, that upon the occurrence of certain events and/or upon the
receipt of the notification of a given bank, Lessee shall be obliged to pay the
Rent and any other sums due by the Lessee to the Lessor to the respective
financial institution, Lessee shall act accordingly.
20.2. Succession: Upon Lessor’s
request and cost, Lessee shall, do all acts necessary to ensure the maintenance
of the Lease with any third party purchasing or otherwise acquiring the Premises
and/or the Property, without any of the Lessee’s rights hereunder being
affected.
20.3. Lender’s Certificates and Financial
Statements: Lessee shall within 7 (seven) calendar days following a
request by Lessor, at the Lessor’s cost, execute and deliver any documents
reasonably requested by a lender or potential lender for the Premises certifying
that this Lease is valid. Lessee will also provide current published financial
statements and such other information, as may be reasonably requested by the
lender or potential lender from the Lessee and the mortgagee under the
Lease
20.4. Mortgagee Protection: In the
event of a Lessor default which may give cause for termination of the Lease by
Lessee, Lessee will provide written notice of termination to mortgagee, whose
address will at all times be provided by the Lessor, describing the nature of
the default and mortgagee shall have a reasonable period to cure said
default. If the default is not cured within a reasonable period, but
not less than 15 (fifteen) calendar days, Lessee
will have the right to terminate the Lease
20.5. Lessee’s Rights: In the event
of a purchase or financing of the Property or any development on the Land,
Lessee’s rights and obligations under this Lease will remain in full force and
effect until the Expiration Date of the Lease, or until the expiry of any
extended Term, as the case may be, subject to other provisions of the Lease and
the applicable legislation.
21. MISCELLANEOUS
21.1. Confidentiality: The employees
and corporate officers of either Party shall not reveal to third parties any
confidential matters concerning the other Party’s activities in connection with
the Property or the Premises and shall be prohibited from transmitting any
documents (except when this is required or needed for registrations with the
Trade Register or required disclosure to the U.S. Securities and Exchange
Commission) or other recorded information produced by or concerning the other
Party, other than to such Party’s banks, auditors, legal and tax advisors, any
such lenders or prospective purchasers of the Land and/or the Property or any
part thereof and any such investor or prospective investor of either Party under
confidentiality undertakings.
21.2. Delivery of Keys: Lessee shall
receive 3 sets of keys
on the Commencement Date. Any additional sets shall be at Lessee’s expense.
Lessee shall be obliged not to change the locks to the Premises unless by mutual
agreement and shall be obliged to inform the Lessor in writing of every
additional set of keys which is in its possession as well as ensuring that the
Lessor has the possibility of access to the Premises in any emergencies. All
keys shall be returned to the Lessor on the date the Premises are returned to
the Lessor.
21.3. Alterations in Writing: Any
alterations or additions to this Lease shall require the written consent of both
Parties.
21.4. Notices: The notices referred
to in this Lease shall be issued in writing and shall be sent to the following
addresses of the Parties (or to such other persons or addresses which are
notified in writing by each Party) by hand delivery or by registered mail with
acknowledgement of receipt, or by facsimile, return receipt
requested.
The
Parties hereby appoint the following contact persons:
Lessor:
▇▇▇▇▇ ▇▇▇▇▇, e-mail: ▇▇▇▇▇.▇▇▇▇▇@▇▇.▇▇▇
Lessee:
▇▇▇▇▇▇▇ ▇▇▇▇▇, e-mail: ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇
21.5. Force Majeure: The Parties
shall not be liable or responsible for their obligations under this Lease or for
any delay in performance thereof, if such non-performance or late performance
shall be attributable to acts of God, war, publicly announced governmental laws,
regulations or restrictions or any other cause whatsoever beyond the control of
the Parties (herein referred to as “Force Majeure”).
21.6. Legal costs: Each Party shall
be responsible for its own legal costs incurred in relation to the transaction
contemplated herein. For the avoidance of any doubt, trade registry and/or land
book registration fees, notary and stamp fees will be exclusively borne by the
Lessee.
21.7. Amendments to Lease: Any
amendments to this Lease shall require the written consent of both
Parties.
21.8. Contractual Documents: This
Lease was signed based and following a Head of Terms executed by the Parties on
31 May, 2010. The Head of Terms and the Appendixes form part of this Lease. In
case of discrepancies between the provisions of the Head of Terms and the
provisions of this Lease, the provisions of the Lease will prevail.
21.9. Lease Language: This Lease has
been prepared and executed in English in 4 (four) original counterparts,
two for each Party.
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Lessor:
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Lessee:
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/s/ ▇▇▇▇▇ ▇▇▇▇▇
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/s/ ▇▇▇▇▇
▇▇▇▇▇▇▇
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APPENDICES
TO LEASE
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1.
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Site
Plan.
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2.
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Office
Building Plans and plans of the Premises; BOMA
Standards
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3.
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Parking
Plans
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4.
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Technical
Specifications. Signage and
Antennas
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4
a
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Fit-Out
Plans. Technical Specifications of the
Premises.
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4
b
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Fit-Out
Budget
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5.
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Property
Rules
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6.
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The
Delivery Protocol
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6
a
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The
Fit-Out Works Delivery Protocol
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7.
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Form of Bank Guarantee
Letter
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8.
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Ownership Documents on the
Property
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