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EXHIBIT 10.17
DATED 16TH April 1999
LEASE
of
▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇
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THIS LEASE is made the 16th day of April One thousand nine hundred and ninety
nine
B E T W E E N WINTERTHUR LIFE UK LIMITED whose registered office is at
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ("the Landlord") (1) and
GENOMIC SOLUTIONS LIMITED whose registered office is at ▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ Socon St Neots Cambridgeshire PE19 3TP ("the Tenant") (2)
GENOMIC SOLUTIONS INC of ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ("the Surety") (3)
THIS DEED WITNESSESS THAT:
1. INTERPRETATION
In this lease:
1.l A reference to an Act of Parliament (or a section of an Act of Parliament)
refer to that Act (or section) as it applies at the date of this lease and
any later amendment or re-enactment of it and to any instruments rules
regulations or orders made under such Act or section.
1.2 A right given to the Landlord to enter the Property extends to anyone
the Landlord acting reasonably authorites to enter, and includes the
right to bring workmen and appliances onto the Property for the purpose
stated in the relevant provision of this lease.
1.3 Where the Tenant agrees in this Lease not to do or not to omit anything
that also means that the Tenant will use reasonable endeavours not to
permit or suffer anyone else to do or omit that thing where the Tenant is
aware that such act is being done or thing being omitted.
1.4 The expression "the Landlord" includes where the context admits the
person who for the time being owns the interest in the Property which
gives the right to possession of it when this lease ends.
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1.5 The expression "the Tenant" includes where the context admits the person
who for the time being is entitled to the Property as Tenant under this
lease
1.6 If under this lease there is more than one tenant or landlord any
reference to "the Tenant" or "the Landlord" will be deemed to refer to
each tenant or landlord and any obligation on the part of the Tenant or
the Landlord (as the case may be) can be enforced against all of the
tenants or all of the landlords (as the case may be) jointly and against
each individually and any notice to be served on the Tenant or the
Landlord will be validly served if served on any one or more of (as the
case may be) the tenants or the landlords.
1.7 Words importing the singular are to be considered where appropriate as
including the plural and vice versa.
1.8 Words importing the masculine are to be considered where appropriate as
including the feminine and neuter and vice versa.
1.9 Unless the context requires the expressions to be interpreted differently,
references in this lease to a "clause" "sub clause" "schedule" or
"paragraph" are references to the appropriately numbered clause,
sub-clause, schedule or paragraph of this lease.
1.10 The contents section and headings set out in this lease are included for
ease of reference only, and should not be taken to affect the meaning of
the provisions to which they refer.
1.11 The schedules are incorporated in this lease and the Landlord and the
Tenant agree to be bound by their provisions.
1.12 Unless the context requires the expressions to be interpreted differently,
the following terms have the following meanings in this lease:
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"Impositions" means rates, taxes, assessments, duties,
impositions, and outgoings relating to the
Property whether parliamentary, parochial,
local or of any other description and
whether or not of a capital or non-recurring
nature
"Mortgagee of the Landlord" means any mortgagee from time to time
having a legal charge over the Landlord's
interest in the Property regardless
of whether or not notice of the legal
charge has actually been given to the Tenant
"the Plan" means the plan attached to this lease
"the Planning Acts" means (subject to sub-clause 1.1) the Town
and Country Planning ▇▇▇ ▇▇▇▇, the Planning
(Listed Buildings and Conservation Areas)
▇▇▇ ▇▇▇▇, the Planning (Hazardous
Substances) ▇▇▇ ▇▇▇▇, the Planning
(Consequential Provisions) ▇▇▇ ▇▇▇▇ and the
Planning and Compensation ▇▇▇ ▇▇▇▇
"the Property" means ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
as the same is shown for identification
purposes only edged red on the Plan
"the Rent" means:
(A) For the period from the 25th March 1999
to the 24th December 1999 the sum of
one peppercorn (if demanded).
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[MAP]
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Townsends For the period 25th December 1999 to 26
March 2000 the sum of Twelve Thousand Five
Hundred Pounds (Pound Sterling 12,500).
For the period 25th March 2000 to 23rd June
2000 the sum of Sixteen Thousand Seven
Hundred Pounds (Pound Sterling 16,700)
For the period 26th June 2000 to 30th
October 2000 the sum of Sixteen Thousand
Seven Hundred Pounds (Pound Sterling 16,700)
For the period 31st October 2000 to 26th
December 2000 the sum of Sixteen Thousand
Seven Hundred Pounds (Pound Sterling 16,700)
For the period 25th December 2000 to 24th
December 2001 the sum of Sixty Thousand
Pounds (Pound Sterling 60,000)
For the period 25th December 2001 to the
24th March 2002 the sum of Fifteen Thousand
Pounds (Pound Sterling 15,000)
For the period 25th March 2002 to the 24th
December 2003 the sum of Seventy Thousand
Pounds (Pound Sterling 70,000)
For the period 25th March 2003 to the 24th
March 2003 the sum of Fifty Two Thousand
Five Hundred Pounds (Pound Sterling 52,500)
During each successive Review Period a rent
equal to the Rent previously payable under
this lease or such revised Rent as may be
determined in accordance with the provisions
of the Schedule whichever is the higher
"the Rent Commencement
Date" means the 16th April 1999
"the Review Date" means the 25th day of December
in the years 2003 and 2008
"Review Period" means the period starting on any
Review Date up to and including the day
before the next Review Date or starting with
the last Review Date up to the end
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of the Term
"Service Media" means ducts, sewers, drains,
watercourses, gutters, downspouts, gas
pipes and meters, electric wires and meters,
optical fibres and all other conducting
media
"the Term" means the term of 10 years commencing
on the 16th April 1999 together with any
lawful period of holding over or extension
under statute or common law
"VAT" means Value Added Tax and any similar tax
from time to time replacing or supplementing
it
1.13 Unless the context requires the expressions to be interpreted
differently, any terms defined elsewhere in this lease have the meanings
set out in their respective definitions when they are used in this lease.
2. THE DEMISE
IN consideration of the rents and covenants on the part of the Tenant and the
conditions reserved and contained in this lease THE LANDLORD DEMISES to the
Tenant the Property subject to but with the benefit of all matters contained in
the registers of Title Numbers CB88918 and CB 118393.
2.1 EXCEPT AND RESERVED to the Landlord a Mortgagee of the Landlord and any
tenants and other occupiers of the any adjoining or neighbouring property
and others entitled to such rights.
2.1.1 the right for the Landlord a Mortgagee of the Landlord and the
tenants and occupiers of any adjoining or neighbouring property as
often as necessary on reasonable notice and by prior appointment to
enter the Property for the
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purpose of
2.1.1.1 inspecting, cleaning, emptying, repairing, renewing, or
connecting into any of the Service Media or
2.1.1.2 executing any works necessary in order to comply with
the requirements of any local or other Authority or
2.1.1.3 inspecting, painting, cleaning, or repairing or
altering or carrying out other works on any adjoining
or neighbouring property and/or any building thereon
2.1.1.4 exercising or carrying out its rights and obligations
under this lease
the Landlord tenant or person so entering forthwith remedying any damage caused
by such entry and exercising this right so as to cause as little inconvenience
to the Tenant as is reasonably practicable.
2.1.2 the right of support from the Property for the property adjoining
the Property.
2.1.3 all or any rights of light or other easements or quasi-easements
(if any) enjoyed by the Property over the Property.
2.1.4 the right to rebuild and make any additions or alteration in
adjoining or neighbouring property or buildings whether belonging
to the Landlord or not provided hat no damage is caused to the
Property in exercise of such right and that this right is exercised
so as to cause as little inconvenience to the he Tenant as
possible.
2.2 AND SUBJECT to all matters affecting the Landlord's title to the Property
at the date of this lease and to all other rights and easements (if any)
belonging to or enjoyed by any adjoining or neighbouring property.
2.3 TO HOLD the Property (except and reserved and subject as mentioned above)
to the Tenant for the Term the Tenant YIELDING AND PAYING therefor to the
Landlord
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during the Term the Rent by four quarterly payments in advance on the
usual Quarter Days for payment of rent in every year the first payment of
one quarter's rent or a proportionate part to be made on the date of this
lease in respect of the period from the Rent Commencement Date up to and
including the day prior to the Quarter Day next following the date of this
lease
3. THE TENANT'S COVENANTS
THE TENANT hereby COVENANTS with the Landlord as follows:
3.1 3.1.1 Rent
The Tenant will pay to the Landlord the Rent on the days and times
and in the manner set out in this lease for payment of those sums
without any deduction or set off (except where lawfully made
pursuant to statute).
3.1.2 VAT
The Tenant will pay to the Landlord the Rent on the days and times
and in the manner set out in this lease for payment of those sums
without any deduction or set off (except where lawfully made
pursuant to statue).
3.2 Outgoings
The Tenant will during the Term bear pay and discharge all existing and
future imposition assessed, charged or imposed on the Property except for
Impositions payable by the Landlord (other than VAT) occasioned by receipt
of the rents under this Lease or by any dealing with its reversionary
interest.
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3.3 Interest
The Tenant will pay interest for each day late at an annual rate
equivalent to 4% over Lloyds Bank plc Base Rate or its equivalent for the
time being upon the Rent or other monies from time to time falling due by
the Tenant to the Landlord under this lease or arising out of or connected
with or referably to this lease (but not on interest payable under this
sub-clause) where such sums have been outstanding for more than twenty one
days after they have fallen due and whether they have been formally
demanded or not such interest to be payable in respect of the period from
the date on which the Rent or other monies, fail due to the date of
payment and to be payable at the rate mentioned above after as well as
before any judgment relating to the Rent or such other monies, and to
apply at that rate to any costs fees or similar expenses properly incurred
by the Landlord in obtaining or enforcing any such judgement BUT so that
the provisions of this sub-clause 3.3 shall not restrict or cancel any
other right which the Landlord may have under this lease.
3.4 Water, gas and electricity
The Tenant will pay for all water electricity and gas consumed on the
Property and will pay all standing or other related charges and will
observe and perform all regulations made by the relevant authorities in
respect of such services and will indemnify and keep indemnified the
Landlord at all times in respect of the non-payment of the water
electricity or gas charges or non-observance or non-performance of all or
any of those regulations in respect of the Property during the Term.
3.5 Repair
The Tenant will
3.5.1 not do or permit to be done during the Term any damage or waste to
the property or any of the fixtures and fittings in the Property.
3.5.2 maintain and keep the Property in good and substantial repair and
condition.
3.5.3 (without restricting sub-clause 3.5.2) keep all parking areas on
the Property maintained and tidy and keep all landscaped areas on
the Property properly
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cultivated and tidy.
3.5.4 make good all damage to the Property but excluding
3.5.4.1 damage by fire and other insured risks or risks against
which the Landlord is obliged to insure under the terms of
this Lease except when the insurance monies are rendered
wholly or partly irrecoverable wholly or partly because of
the act neglect or default of the Tenant or any person
under its control.
3.5.4.2 structural or inherent defects
3.5.4.3 damage which other persons are obliged to remedy pursuant
to clause 2.1 of this Lease
3.6 Redecoration
Without restricting or cancelling any other obligation of the Tenant under
this lease, the Tenant will
3.6.1 within three months of the date hereof, and during the fifth year
of the Term and during the last two months (however the Term may
come to an end) of the Term in a good and workmanlike manner to the
reasonable satisfaction in all respects of the Landlord redecorate
the whole of the interior of the Property which has previously been
or would usually be decorated with appropriate treatment using only
good quality materials.
3.6.2 within three months of the date hereof and during every fifth year
of the Term and during the last two months (however the Term may
come to an end) of the Term in a good and workmanlike manner to the
reasonable satisfaction in all respects of the Landlord redecorate
the whole of the exterior of the Property which has previously been
or would usually be decorated with appropriate treatment using only
good quality materials in the same colour and style or as similar
as may be reasonably possible as that used previously provided that
the covenants in this clause 3.6 relating to the last two months of
the Term shall not apply where the Tenant shall have redecorated
the Property less than 12 months prior to the expiry of the Term.
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3.7 Notice to repair
The Tenant will
3.7.1 allow the Landlord at all reasonable times having given at least 48
hours written notice to the Tenant to enter the Property for the
purpose of examining the state and condition and use made of the
Property and of the fixtures and fittings in the Property and of
taking inventories of such fixtures and fittings and drawing plans of
the Property but not so often as to be unreasonable and giving and
leaving upon the Property for the Tenant notice in writing of any
wants of repair defects and misuse which have been discovered and for
which the Tenant may be liable under the covenants contained in this
lease and
3.7.2 if the Tenant fails to comply with such a notice as is mentioned in
sub-clause 3.7.1 within such time as may be reasonable in the
circumstances or in particular (and without restricting the rest of
this sub-clause 3.7.2) fails at any time to perform any of the
covenants set out in this lease relating to repair redecoration or
the carrying out of any works which ought to be carried out on the
Property by the Tenant within a reasonable period after written
notice of such failure shall have been given to the Tenant permit the
Landlord (but without restricting or cancelling the right of re-entry
contained later in this lease) to enter upon the Property and repair
redecorate or carry out such works at the expense of the Tenant and
the Tenant will pay to the Landlord within 21 days of receiving a
written demand the proper cost of any such repair decorations or
other works carried out by the Landlord as mentioned above but so
that such sums will bear interest as mentioned in sub-clause 3.3 with
such interest running from the date 21 days after the Tenant receives
the written demand.
3.8 Alterations
The Tenant will
3.8.1 not without the Landlords prior consent such consent not to be
unreasonably withheld or delayed
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3.8.1.1 make any addition or alteration whatsoever to the
Property or to the Landlord's fixtures and fittings or
arrangement of the gas, heating, lighting, sanitary or
other installations of the Property or in any way cut,
alter, injure or disfigure any of the doors, ceilings,
windows or walls of the Property ALWAYS PROVIDED that
the Landlord's consent shall not be required for
internal non-structural alterations or additions
including the installation removal or relocation of
internal demountable partitioning
3.8.2 on receiving a written request from the Landlord immediately pull
down and remove any erection, alteration or addition erected or
made in breach of sub-clause 3.8.1 and make good any damage caused
thereby BUT so that this sub-clause 3.8.2 shall not in any way
restrict or cancel any other remedy which the Landlord may have.
3.8.3 not apply any substances or coating to the inside or outside of
the windows of the Property.
3.9 Obstructions
The Tenant will not obstruct any part of the Property or exit which the
local Fire Officer requires to be used as a means of escape in the event of
fire or other emergency.
3.10 Alienation generally
3.10.1 The Tenant will not part with or share possession or occupation
of, or grant to anyone else any right over or interest in, the
whole (as opposed to part) of the Property except by an assignment
or underletting in accordance with subclauses 3.11 (for an
assignment) or 3.12 (for an underletting);
3.10.2 The Tenant will not in any circumstances assign or underlet, or
part with or share possession or occupation of, or grant to anyone
else any right over or interest in, any part or parts (as opposed
to the whole) of the Property, except
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by an underletting in accordance with subclause 3.12.
3.10.3 For the purposes of this sub-clause 3.10 and sub-clauses 3.11 and
3.12 the word "underletting" includes the creation of any
derivative term and "underlease" and "undertenant" have
corresponding meanings and the word "assignment" includes any
assignment of the Term or any derivative term or any estate or
interest in the Property and "assign" has a corresponding meaning
3.10.4 The Tenant will within twenty-eight days of every assignment
underlease or other transfer of the Property or any part of the
Property or other devolution of the interest of the Tenant in the
Property or of any derivative interest give notice of that to the
Landlord and at the same time will produce a copy certified by a
solicitor of the relevant assignment underlease or other transfer
or document effecting or evidencing such devolution for
registration with the Landlord and pay to it a reasonable fee
being not less than twenty-five pounds and VAT on such fee for
every such registration
BUT nothing contained in this sub-clause 3.10 or sub-clauses 3.11 or 3.12 shall
prevent the Tenant from sharing occupation of the whole or any part or parts of
the Property with any one company ("the Group Company") which is for the time
being a subsidiary of the Tenant or the holding company of the Tenant or which
is another subsidiary of the holding company of the Tenant (in each case within
the meaning of Section 736 of the Companies Act 1985) subject to the following
conditions:
A no relationship of landlord and tenant shall be created or be
deemed to exist between the Tenant and the Group Company
B the Group Company shall not be given exclusive occupation of the
whole or any part of the Property
C the right of any company to occupy the Property or any part
thereof shall determine upon such company ceasing to be a Group
Company or not later
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than the determination (for any reason whatsoever) of the Term
D no transfer or creation of a legal estate shall take place in
connection with such sharing of occupation
E the Tenant shall give to the Landlord written notice of the name
and principal office of the Group Company prior to its occupation
F the Tenant shall indemnify the Landlord against any damages,
claims, costs and expenses arising directly or indirectly from such
occupation by the Group Company
3.11 Alienation - Assignment
3.11.1 The Landlord shall be entitled (for the purposes of Section 19(1A)
of the Landlord and Tenant Act 1927) to withhold its consent to the
proposed assignment if:
3.11.1.1 the proposed assignee (if an individual) or any director
of the proposed assignee (if the proposed assignee is a
corporate body) has been convicted of a criminal
conviction involving dishonesty or criminal damage in the
five years preceding the date of the proposed assignment;
3.11.1.2 when the proposed assignee is one or more individuals:
that individual or any of them is an undischarged
bankrupt or has within the preceding five years had a
receiving order made against him or an interim receiver
appointed of his property;
3.11.1.3 when the proposed assignee is one or more companies; it
or any of them is in compulsory or voluntary liquidation
(unless that is solely for the purpose of amalgamation or
reconstruction when solvent), an administrative receiver
or receiver of it (or any of them) has been appointed, or
an administration order has been made in respect of it
(or any of them);
3.11.1.4 the proposed assignee(or if the proposed assignee is more
than one person one or more of them) has within the
preceding five
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years entered into any arrangement with his creditors.
3.11.2 The Tenant will not assign the whole of the Property unless:
3.11.2.1 the Tenant first obtains the Landlord's written consent
(such consent not to be unreasonably withheld or delayed)
to the proposed assignment and the identity of the
proposed assignee;
3.11.2.2 the Tenant shall up to the date of the proposed
assignment have paid all Rent due
3.11.2.3 the proposed assignee is able to demonstrate to the
reasonable satisfaction of the Landlord that it has
sufficient financial status to meet its obligations under
the Lease:
or
the proposed assignee provides a parent company guarantor
who is able to demonstrate to the reasonable satisfaction
of the Landlord that it has sufficient financial status
to act as guarantor and who will before the assignment is
completed execute with the assignee a counterpart Licence
under which the parent company guarantor guarantees the
performance of the assignee in such form as the Landlord
may reasonably require;
or
the assignee will execute and deliver to the Landlord a
rent deposit deed for such sum as the Landlord may
reasonably determine in such forms as the Landlord may
reasonably require together with the payment by way of
cleared funds of the sum specified in the rent deposit
deed;
or
two Directors of the proposed assignee (or other such
guarantor or guarantors approved by the Landlord such
approval not to be unreasonably withheld or delayed) will
before the
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assignment is completed execute with the assignee a
counterpart Licence under which such Directors or other
such guarantor or guarantors guarantee the performance
of the assignee in such form as the Landlord may
reasonably require.
3.11.2.4 before the assignment is completed the Tenant and the
assignee have first executed a counterpart licence
including:
(a) an authorized guarantee agreement as defined by and
in accordance with the provisions of the Landlord
and Tenant (Covenants) ▇▇▇ ▇▇▇▇ by the Tenant with
the Landlord under which the Tenant:
(aa) guarantees the performance by the proposed
assignee of all the covenants on the part of
the Tenant contained in this lease
(bb) is liable to the Landlord as principal debtor
and is not released even if the Landlord gives
the proposed assignee extra time to comply
with any obligation or does not insist on its
strict terms
(cc) agrees that, in the event that this Lease is
disclaimed and on being so required by the
Landlord by notice within 60 days after such
disclaimer, he will accept the grant of a new
tenancy of the demised premises:
(i) on the same terms and conditions as this
Lease at the date of the disclaimer
subject to any necessary modifications
and save that he shall not be required
to procure that any other person is made
a party to the Lease as guarantor and
(ii) for a term expiring on the contractual
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expiry date of this lease
- but so that if the Landlord so requests such
authorized guarantee agreement may be set out
in a document separate from the licence
(b) a direct covenant by the assignee with the Landlord
to observe and perform the covenants by the Tenant
and the conditions and provisions contained in this
Lease for all the unexpired residue of the Term;
3.12 Alienation - Underletting
3.12.1 The Tenant will not underlet the whole or any part or parts of the
Property unless:
3.12.1.1 the Tenant first obtains the Landlord's written consent
(such consent not to be unreasonably withheld or delayed)
to the proposed underletting and the identity of the
proposed undertenant;
3.12.1.2 before any underletting is completed the Tenant and the
proposed undertenant first execute a counterpart licence
in such form as the Landlord reasonably requires
permitting the underletting. Such licence is to include a
direct covenant by the undertenant with the Landlord to
observe and perform the covenants by the Tenant and the
conditions and provisions contained in this lease but
limited to the duration of such undertenant's lease and
not including the covenant to pay the Rent reserved by
this Lease;
3.12.2 the proposed undertenant shall not be permitted to
underlet or part with or share possession or occupation
of the whole or any part of the premises underlet to it
(other than by an assignment to which the Landlord's
written consent has first been obtained, such consent not
to
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be unreasonably withheld or delayed) but otherwise the
underlease is in terms similar (in so far as is
consistent with the term of the underlease and extent of
the Property underlet) to this lease, or in such other
form as the Landlord may reasonably require;
3.12.3 the Tenant and the undertenant agree in the underlease
that the provisions of Sections 24 to 28 of the Landlord
and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ are not to apply in relation to the
tenancy to be created by the underlease and before
entering into that agreement the Tenant and the
undertenant obtain an order from a competent court
authorizing them to do so
3.12.4 the underlease is granted at a rent not less than the
lower of the full market rent for the Property or the
Rent (or in the case of an Underlease of part the lower
of the full market rent for the part of the Property
underlet or a proportionate part of the Rent) and the
Tenant may not charge any form of premium for granting
the underlease or accept rent more than one quarter in
advance;
3.12.6 the Tenant covenants with the Landlord to take such steps
to enforce the provisions of the underlease as the
Landlord may reasonably require.
3.13 Access
The Tenant will permit the Landlord and the other persons mentioned in
sub-clause 2.1 to exercise the rights excepted and reserved by that
sub-clause.
3.14 Use
The Tenant will not use or occupy the Property or any part of the Property
otherwise than for the uses specified in paragraphs B1 and B8 of the
Schedule to the Town and Country Planning (Use Classes) Order 1987
(to which the provisions of clause 1.1 of this Lease shall not apply) or
such other use approved in writing by the Landlord (such approval not to
be unreasonably withheld or delayed) and permitted by the Planning Acts.
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3.15 Nuisance
The Tenant will
3.15.1 not do anything which is, or omit to do anything and thereby
cause, a nuisance to the Landlord or any of the tenants of the
Landlord or the occupiers of any adjoining or neighboring
property or which is or may be detrimental to the Property or the
amenities of the neighborhood
3.15.2 (without restricting sub-clause 3.15.1)not
3.15.2.1 use the Property for any immoral or disreputable purpose
3.15.2.2 hold any auction on the Property
3.15.2.3 use all or any part of the Property for the repair,
maintenance, breaking or storage of motor vehicles
3.15.2.4 use all or any part of the Property for the display
of items for retail sale.
3.15.2.5 store any goods or items otherwise than temporarily
outside the buildings on the Property.
3.15.2.6 deposit refuse other than in proper containers (which
the Tenant will have emptied regularly).
3.15.2.7 use any car parking areas at the Property other than
for the parking of taxed and roadworthy motor cars and
light vans.
3.15.3 from time to time pay all reasonable costs charges and expenses
which may be incurred by the Landlord in abating any nuisance upon
the Property caused by any act or omission of the Tenant or in
executing all such works as may be necessary for abating any such
nuisance in obedience to any notice requiring the nuisance to be
stopped provided that the Tenant shall have first been given a
reasonable opportunity to remedy the same.
3.16 Compliance with statutes
The Tenant will at all times during the Term
3.16.1 conform in all respects with the provisions of any general or local
Act of
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Parliament and any instrument, rule, regulation or order made
under any such Act, and with the Bye-Laws and regulations of any
local or other authority or supply company (whether already or
hereafter to be enacted or made) which may be applicable to the
Property or any part thereof and in particular will not do or omit
any act matter or thing in on or respecting the Property which may
be required to be omitted or done (as the case may be) by the
Planning Acts, the Factories Acts 1961, the Offices Shops and
Railway Premises ▇▇▇ ▇▇▇▇, the Fire Precautions ▇▇▇ ▇▇▇▇ the
Health and Safety at Work ▇▇▇ ▇▇▇▇ or the Environmental Protection
▇▇▇ ▇▇▇▇.
3.16.2 indemnify and keep indemnified the Landlord against all
proceedings costs expenses claims and demands in respect of any
contravention by the Tenant of any of the provisions of the said
Acts, Bye Laws, instruments, rules, regulations and orders or in
respect of the Property provided always that the Tenant shall have
no such liability where such contravention is caused by or has
arisen from any act omission or negligence of the Landlord its
servants agents or invitees.
3.17 Easements
The Tenant will
3.17.1 not stop up darken or obscure any window glass door or light nor
give permission for any new window light opening doorway path
passage drain or other encroachment to be made nor knowingly
permit any easement to be acquired over or against the Property
and
3.17.2 if the Tenant shall become aware that any encroachment or easement
shall be made or threatened to be made or any window or opening
made or opened or threatened to be made or opened in any
neighboring building (whether erected before or after the date
this lease) or relating to any neighboring land which if not
obstructed may be lapse of time confer on the owner of any
neighbouring property a right of such access of light forthwith
give written notice to that effect to the Landlord and permit the
Landlord and its agents to
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enter on the Property and inspect the Property and at the
Landlord's expense do all things which the Landlord may
reasonably require for preventing the making of such
encroachment or the acquisition of such right or easement.
3.18 Safe use of the Property
The Tenant will take all reasonable steps to ensure that
3.18.1 nothing of an explosive or highly inflammable nature shall
be brought into or stored in the Property unless it is used
and kept in accordance with all relevant statutory safety
requirements
3.18.2 no engine machinery safe or other heavy article which in
the reasonable opinion of the Landlord is likely to affect
the stability of the structure of the Property or any
adjoining or neighbouring property or building shall be
brought into or stored in the Property.
3.18.3 no petrol driven vehicle shall be taken or driven into any
building forming part of the Property.
3.18.4 no goods or signs are stored or placed in the roads, paths,
loading areas or car parking areas forming part of or
adjacent to the Property.
3.18.5 the Property is equipped with good and sufficient fire
fighting equipment to the reasonable satisfaction of the
Landlord and of a type to comply with the requirements of
the local Fire Officer, and will ensure that such equipment
is maintained in good working order.
3.18.6 no process is carried out or equipment kept or used on the
Property which is likely to damage the Property or any
other property or is likely to interfere with processes
carried out or equipment used elsewhere or on any
neighbouring property.
3.19 Signs
The Tenant will not exhibit either on the external walls or in or on
the windows or on the doors of the Property so as to be visible from
outside the Property, or exhibit in
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the grounds forming part of the Property any notice, sign or
announcement except such as may first be approved in
writing by the Landlord such approval not to be
unreasonably withheld or delayed provided that a sign
indicating the name of the Tenant and the nature of its
business in keeping (both as to design and size) with the
building on the Property shall not require such consent.
3.20 Notices received
The Tenant will
3.20.1 notify the Landlord within seven days (or sooner if
necessary) of receiving them of all notices orders and
proposals (including rating proposals) served under any
Statute order regulation instrument or bye-law on the Tenant
or the Property and
3.20.2 if required by the Landlord produce such notices orders
and proposals to the Landlord or its agents and
3.20.3 not agree or consent to any such proposals without the
Landlord's prior written approval and
3.20.4 if required by the Landlord at the Landlord's expense join
with the Landlord in objecting to or appealing against
any such notices orders and proposals except where the
Tenant reasonably considers that any such obligations or
appeals are against its best interests or those of any
undertenant.
3.21 Landlord's costs
The Tenant will pay to the Landlord all reasonable costs charges and
expenses (including legal costs and fees payable to a Surveyor) which
may properly be incurred by the Landlord
3.21.1 in the preparation and service of a notice under the Law of
Property ▇▇▇ ▇▇▇▇ Section 146 or incurred in proceedings
under Sections 146 and 147 of the Law of Property ▇▇▇ ▇▇▇▇
notwithstanding that forfeiture is avoided otherwise than
by relief granted by the Court.
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3.21.2 in considering and (if appropriate) granting any request by
the Tenant for the Landlord's permission where required by
this lease.
3.21.3 in or directly relating to the preparation, service and
negotiation of any schedule of dilapidations which have
occurred during the Term (whether the preparation, service
and negotiation takes place before or after the end of the
Term).
3.21.4 In the recovery or attempted recovery of arrears of rent or
other sums due under the Lease from the Tenant
3.22 Planning applications
Without restricting or cancelling any other obligation of or
restriction on the Tenant under this lease the Tenant will not
without the Landlord's written consent such consent not to be
unreasonably withheld or delayed.
3.22.1 apply for any planning permission or enter into any
agreement under the Planning Acts relating (in either
case) to the Property or to their use or alteration or
3.22.2 carry out any Development (as that expression is defined in
the Planning Acts) at the Property (whether or not the
Landlord has consented to the making of an application for
planning permission for that Development).
3.23 Indemnity in respect of Outgoings
The Tenant will
3.23.1 indemnify the Landlord against any Imposition which either
during the Term or at any time after the determination of
the Term becomes payable by the Landlord in respect of the
Property by reason of any act or omission of the Tenant
including any application for or obtaining of planning
permission in respect of the Property any a1teration
repair or reinstatement and any development or disposal (by
way of assignment sub-letting or otherwise howsoever) of the
Property or any part of the Property.
3.23.2 pay to the Landlord a sum or sums equal to any payments in
respect of
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outgoings
3.23.2.1 which are paid or payable by the Landlord
to any government, local, public or other
authority.
3.23.2.2 as a result of the whole or any part of the
Property being unoccupied for some period of
time before the Term comes to an end.
3.23.2.3 and which the Landlord would not have had to
make had the Property been occupied during
such period.
3.23.3 pay to the Landlord a sum or sums equal to any relief or
rebate
3.23.3.1 to which the Landlord ceases or fails to be
entitled.
3.23.3.2 as a result of the Property or part of it
being unoccupied as mentioned in sub-clause
3.23.2.2.
3.23.3.3 and to which the Landlord would have been
entitled had the Property (or part) been
occupied during such period.
3.23.4 make such payments to the Landlord as are referred to in
sub-clauses 3.23.2 and 3.23.3 within 14 days of the Landlord
notifying the Tenant and providing the Tenant with
appropriate evidence that the Landlord has made such payment
or has lost such relief or rebate.
3.23.5 be bound by the provisions of this sub-clause 3.23:
3.23.5.1 whether or not such Imposition becomes
payable as a result of the loss of
exemption from tax or the loss of
eligibility for reduced rates of tax or
otherwise howsoever.
AND the parties agree that no one part of this sub-clause
3.23 shall be considered as restricting or cancelling any
other part of the sub-clause
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provided that nothing in this clause 3.23 shall make the
Tenant liable for any sum payable by the Landlord
occasioned by receipt of the rents under this Lease or by
any dealing with its reversionary interest.
3.24 Reletting or sale
The Tenant will permit the Landlord or its agents at any time within
the six months before the Term is due or expected to come to an end in
the case of a reletting or at any time in the case of a disposal of a
reversionary interest in the Property to enter on the Property and to
affix on any suitable part or parts of the Property a notice board or
notice boards for reletting or otherwise disposing of the Property
(provided that in the case of a disposal of a reversionary interest
the notice board shall make it clear that the Tenant's business at
the Property is continuing) and will show the Property to anyone who
wishes to view it and has the permission of the Landlord to do so at
reasonable times of the day and on reasonable notice and so that this
shall be done in such a way as shall not unreasonably interfere with
the Tenant's course of business.
3.25 Handing back of the Property
The Tenant will at the time at which the Term expires or otherwise
ends
3.25.1 peaceably and quietly leave surrender and yield up to
the Landlord the Property together with the Landlord's
fixtures and fittings which at any time shall be erected on
or used on or fastened to the Property, and all improvements
and additions to the Property and those fixtures and
fittings, repaired redecorated and treated in accordance
with the Tenant's obligations under this lease.
3.25.2 unless otherwise agreed by the Landlord and the Tenant
remove all tenants fixtures and fittings (including all
tenant's partitioning and cabling) installed by the Tenant
or any previous tenant or other occupier during the Term or
by the Tenant during the term granted by any previous lease
of the Property.
3.26 Restrictions on pollution
Without restricting or cancelling any of its other obligations under
this lease, the
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Tenant will
3.26.1 not permit the discharge release or escape of any fuel gas
toxic substance or pollutant from the Property other than
in accordance with all statutory requirements.
3.26.2 not create any environmental hazard or detriment by the
storage escape or release of any gas substance or liquid in
such quantity (whether that quantity by itself or
cumulatively with other deposits of the same or different
gases substances or liquids) as to subject persons or
animals or vegetation to a material risk of death injury or
impairment of health and/or as to threaten the pollution
(whether on the surface or underground) of any water supply.
4. THE LANDLORD'S COVENANTS
THE LANDLORD hereby COVENANTS with the Tenant as follows:
4.1 Quiet enjoyment
So long as the Tenant pays the Rent and performs and observes the covenants on
the Tenant's part contained in this lease, the Tenant shall during the Term
quietly enjoy the Property without interruption by the Landlord or any person
lawfully claiming under or in trust for it or by title paramount.
4.2 Indemnities
4.2.1 The Landlord shall indemnify and keep the Tenant indemnified against
all proceedings costs expenses claims and demands arising from the use
by the Tenant or any undertenant of any of the Service Media which now
run under Chancellor Close and which serve the Property and if the use
of the same by the Tenant or any undertenant shall be disputed
obstructed or prevented by any person then the Landlord will take all
necessary steps at the Landlord's expense expeditiously to resolve
such dispute or if required so to do to reconnect the service Media to
Blackstone Road or such other suitable location
4.2.2 The Landlord shall observe and perform the covenants contained at
paragraphs 4 and 6 of the Third Schedule of the Conveyance dated 11th
December 1986 and made between
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(1) J & J ▇▇▇▇▇▇ (Property) Limited and (2) ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ and which are mentioned at entry no 2 of the Charges Register of Title
Number CB 118393 and shall indemnify and keep the Tenant indemnified against all
proceedings costs expenses claims and demands in relation thereto
5. INSURANCE
5.1 The Landlord's obligations
The Landlord covenants with the Tenant that the Landlord will:
5.1.1 keep the Property and the Landlord's fixtures and fittings
in the Property insured in their full reinstatement value
(including three years loss of Rent and architects and
surveyors and other professional fees payable and the cost
of shoring up demolition site clearance obtaining all
necessary consents and permission for any rebuilding or
reinstatement and similar expenses and any resulting VAT)
against loss or damage by fire, lightning, explosion,
aircraft (including articles dropped from aircraft), riot,
civil commotion, malicious persons, earthquake, ▇▇▇▇▇,
▇▇▇▇▇▇▇, flood, bursting and overflowing of waterpipes,
tanks and other apparatus, impact by road vehicles,
subsidence and such other risks as the Landlord may from
time to time reasonably require and will pay all premiums
necessary for that purpose.
5.1.2 subject to obtaining all necessary consents which the
Landlord will use his reasonable endeavours to obtain to
cause all insurance monies received (except those for loss
of Rent) to be applied in making good the damage for which
the monies have been received or (as the case may be) in
rebuilding the Property and to make good any shortfall
between the insurance monies and the cost of reinstatement
or building (as the case may be) (but not so as to provide
accommodation identical in layout if it would not be
reasonably practicable to do so) PROVIDED THAT the Landlord
shall not be obliged to lay out such monies if:-
5.1.2.1 the Landlord has taken all reasonable steps to carry
out such making
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good or rebuilding but such making good or rebuilding is
rendered impracticable by causes beyond the Landlord's
control in which case such monies shall be divided between
the Tenant and the Landlord according to the value at the
date of the destruction or damage of their respective
interests in the Property (to be determined in default of
agreement by a single arbitrator to be appointed by the
President for the time being of the Royal Institute of
Chartered Surveyors on the application of either party)
provided that the proportion payable to the Landlord shall
not be less than the difference between the value of the
Property before and after the event that gave rise to the
damage to the Property upon service by the Landlord upon
the Tenant of a notice stating that this is the case and
thereupon this lease shall immediately determine (though
without restricting or cancelling the rights of the Landlord
and the Tenant against the other in respect of any previous
breach of the provisions of this lease) or
5.1.2.2 payment of any insurance monies shall be properly refused
by reason of any act or default of the Tenant unless the
Tenant pays to the Landlord an amount equal to the amount
payment of which shall have been refused or
5.1.2.3 the Tenant has failed to make the payments referred to in
sub-clause 5.2.1 and 5.2.2, unless the Tenant pays to the
Landlord such arrears.
5.1.3 at the request of the Tenant provide particulars of the policy
and a schedule of the risks covered together with confirmation
that the policy is in force.
5.1.4 notify the Tenant of any material change in the risks covered by
the policy from time to time
5.1.5 procure that the interest of the Tenant and any undertenant and
its or their mortgages are noted or endorsed on the policy upon
request.
5.2 The Tenant's obligations
The Tenant convenants with the Landlord that the Tenant will:
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5.2.1 pay to the Landlord from time to time within seven days of
receiving a request for it a sum equivalent to the insurance premiums
paid by the Landlord in accordance with sub-clause 5.1.1 or (if the
premiums relate also to other property) a sum equivalent to a fair
proportion as determined by the Landlord's Surveyor (acting
reasonably) of the amount of such premiums and cost of valuations.
5.2.2 pay to the Landlord from time to time within seven days of receiving a
request for it a sum equal to the sum of sums which the Landlord
shall from time to time pay by way of premium for effecting or
maintaining insurance indemnifying the Landlord against any
liability for damages and any claims costs and expenses arising from
any accidental injury to or disease suffered by any person by any
accidental damage to property caused by the state or condition of the
Property or any equipment within the Property or any part of the
Property and in particular but without restricting the meaning of the
rest of this sub-clause 5.2.2 any liability on the part of the
Landlord under the Defective Premises Act 1972 or (if the premiums
relate also to premises other than the Property) a sum equivalent to
a fair proportion as determined by the Landlord's Surveyor acting
reasonably of the amount of such premiums.
5.2.3 Pay to the Landlord from time to time within seven days of receiving a
written request for it a sum equal to any excess or insured
contribution in relation to a claim made or to be made by the
Landlord under any policy or policies of insurance mentioned in
sub-clause 5.1.1. and 5.1.2.
5.2.4 (without restricting or cancellation any other obligation on the
Tenant under this lease.)
5.2.4.1 not do anything whereby any policy of insurance taken out
by the Landlord on including or in any way relating to the
Property or any neighboring property of the Landlord may
become void or voidable or (unless the payment of the
increased premium is with the prior agreement of the
Landlord undertaken by the Tenant) whereby the rate of
premium may be increased.
5.2.4.2 in the event of any additional or increased premium
becoming
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payable in respect of the Property or any neighbouring
property of the Landlord by reason of the trade or
business carried on in or upon the Property or anything
done or kept on the Property being deemed a hazardous or
special risk by the Landlord's insurers acting reasonably
pay within seven days of demand such additional premium or
increase in the premium in full to the Landlord or to
its insurers as the Landlord may direct.
5.3 Suspension of Rent
If the Property or any part of the Property shall be so destroyed
or damaged by fire or any other risk insured against by the
Landlord or by any risk against which the Landlord is obliged to
insure under the terms of this Lease as to render it unfit for
occupation or use then to the extent that the insurance of the
Property by the Landlord has not been vitiated and payment of the
policy monies not wholly or partly refused wholly or partly by
reason of any act neglect or default of the Tenant or any person under
its control the Rent or a fair and just proportion of it (according
to the nature and extent of the damage sustained) shall be suspended,
from the date of such destruction or damage until the Property shall
have been rebuilt or reinstated and rendered fit for occupation and
use and in the event of any dispute as to the amount or period of such
abatement the dispute shall be referred to arbitration in accordance
with the provisions of the Arbitration Acts 1950 and 1979 and if the
parties cannot agree on the identity of the arbitrator he shall be
nominated on the application of either party to the President of the
Royal Institution of Chartered Surveyors or his deputy.
5.4 If the Property has not been rebuilt or reinstated at the expiration
of the period of three years from the date on which such destruction
or damage occurred this least shall immediately determine (though
without restricting or cancelling the rights of the Landlord and the
Tenant against the other in respect of any previous breach of the
provisions of this Lease) upon service by the Tenant upon the Landlord
of a notice to this effect.
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5.5 In the event of total or substantial rebuilding of the property being
necessary following damage by any of the insured risks against which
the Landlord is obliged to insure under the Terms of this Lease the
Tenant shall be entitled to determine the Term by one month's prior
written notice to be given within one month the date of damage or
destruction and upon expiry of such notice the Term shall determine
6. Surety Covenants
6.1 In consideration of the grant of this Lease to the Tenant having been
at the request of the Surety the Surety hereby covenants with the
Landlord that the Tenant will during the period when the Term
shall be vested in the Tenant and until this Lease is assigned by
the Tenant to a third party in accordance with the provisions of this
Lease (or if such assignment is an excluded assignment within the
meaning of Section 11(l) of the Landlord and Tenant (Covenants) ▇▇▇
▇▇▇▇ until the next subsequent assignment which is not an excluded
assignment as aforesaid) punctually pay the Rent and will observe and
perform all the Tenants covenants in this Lease and that in case of
any default by the Tenant in the payment of the rent or the
observance or performance of his covenants as aforesaid the Surety
will make good to the Landlord all loss damage costs and expenses
arising out of such default and suffered or incurred by the Landlord.
6.2 No neglect or forbearance of the Landlord in enforcing the payment of
the Rent or the observance or performance of the Tenants covenants nor
any refusal by the Landlord to accept Rent tendered by or on behalf of
the Tenant during a period in which the Landlord is entitled or would
after service of a notice under Section 146 of the Law of Property ▇▇▇
▇▇▇▇ be entitled to re-enter the Property nor any time given by the
Landlord to the Tenant shall discharge the Surety either in whole or
in part or in any way affect his liability under this covenant.
6.3 If the Tenant or the Liquidator of the Tenant shall disclaim this
Lease or if the Tenant (being a company) shall be dissolved or cease
to exist the Surety shall if the Landlord shall by notice within 60
days after such disclaimer or cessation so require
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enter into a lease of the Property for a term equivalent to the
residue of the term of this Lease unexpired at the date of the
disclaimer (or as the case may be at the date of the dissolution or
cesser) upon the same terms (subject to any modifications)
as this Lease (except that the Surety shall not be required to procure
than any other person is made a party to that Lease as guarantor).
7. FURTHER PROVISIONS
THE parties also agree:-
7.1 Forfeiture
Whenever:-
7.1.1 the Rents or any part of them are in arrears for 21
days or more after having become due (whether demanded
formally or not) or
7.1.2. there shall be any material breach non performance or non
observance by the Tenant of any obligation on its part
contained in this Lease and the Tenant has not within a
reasonable period of time after receipt from the Landlord
of written notice giving details of such breach remedied
the same
7.1.3 when the Tenant is one or more individuals: that
individual is, or one or more of those individuals is or
are, adjudicated bankrupt or has a receiving order made
against him or an interim receiver is appointed of the
property of the Tenant or one or more of the tenants or
7.1.4 when the Tenant is one or more companies; it or one of
them goes into compulsory or voluntary liquidation
(unless that is solely for the purpose of amalgamation or
reconstruction when solvent), an administrative receiver
or receiver of it (or one of them) is appointed, or an
administration order is made in respect of it (or one of
them) or
7.1.5 the Tenant (or if the Tenant is more than one person one
or more of the tenants) shall enter into any arrangement
with his creditors
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then the Landlord may forfeit this lease by entering (itself or
through agents) any part of the Property in the name of the whole of
the Property. BUT such forfeiture does not cancel reduce or restrict
any right of action or remedy of the Landlord in respect of any breach
prior to such forfeiture by the Tenant of its obligations under this
lease or the amount of damages which the Landlord may claim.
7.2 Limitation of Landlord's liability
The Landlord shall not be liable to the Tenant or to any other person
for any accidental loss or damage which may at any time during the
Term be occasioned or suffered by the Tenant or any other person or to
the Property or to any goods or property of the Tenant or any other
person by reason of any breakdown, bursting, stoppage, leakage,
breakage, defect or damage of or in any pipes, taps, mains, cisterns,
wires, apparatus or machinery in or in connection with or used for the
purposes of the Property or any adjoining or neighbouring property
nor for the absence or lack of light in or to the Property and the
Landlord shall not be liabLe to any other person not a party to this
lease to perform any of the covenants herein contained in this lease
whether express or implied in so far as such covenants impose
obligations going beyond the common duty of care imposed by the Common
Law or the Occupiers Liability ▇▇▇ ▇▇▇▇ save where such liability
arises from the Landlord's breach of any of its obligations under this
Lease.
7. Planning restrictions
Nothing contained in this lease
7.3.1 shall render the Landlord or the Tenant liable in respect of any
of the covenants conditions and provisions contained in this
lease if and so far only as the performance or observance of
them or any one or more of them shall after the date of this
lease become a contravention of or otherwise impossible or
illegal under or by virtue of the Planning Acts but subject as
mentioned above in this sub-clause 7.3.1 the Term and the rents
payable to the Landlord shall not determine solely because of
any changes or modifications or restrictions of user of the
Property or obligations made or imposed after the
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date of this lease under or by virtue of the Planning Acts or any
revocation or withdrawal or the alteration of any conditions attached
to or the imposition of further conditions in respect of any
permission for development aiready granted in respect of the Property
under the Planning Acts.
7.3.2 shall be deemed to constitute any warranty by the Landlord that the
Property or any part of the Property is presently or will in the
future be authorised under the Planning Acts for use for any specific
purpose provided that the Landlord shall not do or omit or permit
anything that oculd result in the permitted user under this Lease
failing to remain a lawful or authorised use under the Planning Acts.
7.4 Service of notices Section 196 of the Law of Property ▇▇▇ ▇▇▇▇ as amended
shall apply to all notices served under this lease PROVIDED that while this
Lease is vested in Genomic Solutions Limited any notice or document to be
served on the Tenant or the Surety shall be served at their respective
registered offices
7.5 Compensation on vacating Property Subject to the provisions of sub-section
(2) of Section 38 of the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, the Tenant shall not
be entitled on quitting the Property to compensation under Section 37 of
that Act.
7.6 Winterthur Life Appropriate Personal Pension Scheme
It is hereby agreed and declared that the liability of the Landlord to the
Tenant in terms of the obligations on the part of the Landlord to the
Tenant contained herein is limited to such funds and property under number
WPF 172 as are from time to time held within the Winterthur Life Self
Appropriate Personal Pension Scheme provided that the Property remains as
part of the property held by the Landlord as an asset to the said Scheme
Notwithstanding anything herein contained to the contrary it is expressly
stipulated that the liability of the Landlord shall not be personal but
shall be limited to the extent
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of WPF 172 within the Winterthur Life Appropriate Personal Pension Scheme
7.7 Governing Law and Jurisdiction
7.7.1 This deed and the rights of the parties under it are governed by and
shall be construed in accordance with the laws of England
6.7.2 The parties agree to submit to the non-exclusive jurisdiction of the
English courts in connection with this deed.
7.8 Executed as a Deed
It is the intention of the parties that this document should be executed as
a Deed.
7.9 Non-Waiver
No acceptance of or demand or receipt for rent by the Landlord after
knowledge (expressed or implied) by the Landlord or their agent of any
breach of any of the covenants agreements and obligations on the part of
the Tenant herein contained or implied shall operate as a waiver in whole
or in part of any such breach or of the Landlord's right of forfeiture or
re-entry in respect thereof but any such breach shall for all purposes of
this Lease be deemed to be a continuing breach so long as such breach shall
subsist and no person taking any estate or interest under this Lease shall
be entitled to set out any such acceptance of or demand or receipt for rent
as a defence in any action or proceedings commenced by the
Landlord
7.10 Recovery of Rent
Without prejudice to any other remedy of the Landlord all rents and other
sums which become due from the Tenant under the terms of this Lease shall
in default of payment be recoverable either as rent in arrears or by action
as the Landlord may from time to time decide
7.11 Exclusion of Implied Easements
The Tenants shall not be or become entitled to any easement right or
quasi-easement save as expressly set out in this Lease and for the
avoidance of doubt Section 62 of the
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Law of Property Act 1925 shall not apply to this Lease
7.12 Landlord & Tenant (Covenants) ▇▇▇ ▇▇▇▇
It is hereby recorded that this Lease was not granted in pursuance of
either an agreement or option or fight of pre-emption entered into
before 1st January 1996 or an Order of the Court made before that
date and accordingly this Lease constitutes a new lease for the
purposes of the Landlord & Tenant (Covenants) ▇▇▇ ▇▇▇▇
.
7.13 Option to Determine
7.13.1 Provided that the rent has been paid up to date the Tenant may
determine this Lease on the 24th March 2002 by giving to the
Landlord not less than six months prior written notice. Should such
notice be given then this Lease shall absolutely cease and determine
but without prejudice to any antecedent breach.
7.13.2 Provided that the rent has been paid up to date the Tenant may
determine this Lease on the 24th March 2002 by giving to the Landlord
not less than six months notice in writing. Should such notice be
given this Lease shall absolutely cease and determine but without
prejudice to any antecedent breach.
7.14 Inland Revenue Declaration
The parties to this Lease certify that there is no agreement for lease
for lease to which this Lease gives effect
7.15 Tenant's Works
The Landlord consents to the Tenant carrying out the works listed in
the Appendix hereto with any minor modifications thereto,
IN WITNESS WHEREOF this deed has been executed by the parties and has been
delivered on the date written at the start of the document.
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THE SCHEDULE
Rent Review
1. The revised Rent for any Review Period may be agreed at any time between
the Landlord and the Tenant or (in the absence of agreement) determined
not earlier than the relevant Review Date by an independent valuer (acting
as an expert and not as an arbitrator) such valuer to be nominated in the
absence of agreement by or on behalf of the President for the time being
of the Royal Institution of Chartered Surveyors on the application of the
Landlord or the Tenant made not earlier than six months before the
relevant Review Date but not later than the end of the relevant Review
Period and so that in the case of such valuation the revised Rent to be
determined by the valuer shall be such as he shall decide is the open
market rent at which the Property might reasonably be expected to be let
at the relevant Review Date.
(A) On the following assumptions at that date:
(i) That the Property;:
(a) is available to let on the open market without a fine or
premium with vacant possession by a willing landlord to a
willing tenant for the residue then unexpired of the term of
this lease
(b) is to be let as a whole subject to the terms of this lease
(other than the amount of the Rent hereby reserved but
including the provisions for review of that rent on a basis
and of a frequency as set out in this lease).
(c) is fit and available for immediate occupation.
(d) may be used for any of the purposes permitted by this lease as
varied or extended by any license granted pursuant thereto.
(ii) That the covenants contained in this lease on the part of the
Tenant have been fully performed and observed.
(iii) That no work has been carried out to the Property which has
diminished the rental value (other than work carried out
pursuant to any statutory requirement or the requirements of
any local authority
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or other public body) and that in case the Property has been
destroyed or damaged by any of the insured risks it has been
fully restored except where such restoration has not taken
place as a result of default by the Landlord.
(iv) that the hypothetical tenant is and tenants in the market
generally are registered for VAT and will be able to set off
in full by way of input tax any VAT payable in respect of the
Rent or other sums due under the provisions of this lease
against the output tax payable by him or them.
(B) But disregarding:
(i) any effect on rent of the fact that the Tenants its sub-tenants or
their respective predecessors in title have been in occupation of
the Property or any part thereof.
(ii) any goodwill attached to the Property by reason of the carrying on
thereat of the business of the Tenant its sub-tenants or their
predecessors in title in their respective businesses and
(iii) any increase in rental value of the Property attributable to the
existence at the relevant Review Date of any improvement to the
Property or any part thereof carried out with consent where required
otherwise than in pursuance of an obligation to the Landlord or
its predecessors in title by the Tenant its sub-tenants or their
respective predecessors in title during the Term or during any
period of occupation prior thereto arising out of an agreement to
grant such term (except where such obligation is imposed by Statute
or is a requirement or direction of a local authority or other
public body or where the obligation is a covenant to carry out the
alterations or improvements contained in any Licence or consent
authorising the same).
2.
(A) The fees and expenses of the valuer referred to in paragraph 1 including
the cost of his nomination shall be borne as the valuer directs and the
Landlord and the Tenant shall otherwise bear their own costs.
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(B) The Valuer shall afford the Landlord and the Tenant an opportunity to make
representations to him and
(C) If the valuer nominated in accordance with paragraph 1 shall die delay or
become unwilling unfit or incapable of acting or if for any other reason
the President for the time being of the Royal Institution of Chartered
Surveyors or the person acting on his behalf shall in his absolute
discretion think fit he may on the application of either the Landlord or
the Tenant by writing discharge the valuer and appoint another in his
place.
3. When the amount of any Rent to be ascertained as provided above shall have
been ascertained memoranda recording that shall immediately be signed by or
on behalf of the Landlord and the Tenant and annexed to this lease and its
counterpart and the Landlord and the Tenant shall bear their own costs in
respect of those memoranda.
4.
(A) If the revised Rent payable on and from any Review Date has not been agreed
by that Review Date the Rent shall continue to be payable at the rate
previously payable and immediately upon the revised Rent being ascertained
the Tenant shall pay to the Landlord any shortfall between the Rent and the
revised Rent payable from and including the Review Date up to and including
the day prior to the quarter day following the ascertainment of the revised
Rent together with interest on any shortfall at the Base Rate from time to
time of Lloyds Bank Plc such interest to be calculated on a day-to-day
basis from the date on which such shortfall (or each part of such
shortfall) would have been payable if the revised Rent had been ascertained
prior to the relevant Review Date to the date of ascertainment and the
interest so payable shall be recoverable in the same manner as Rent in
arrear.
(B) for the purpose of this paragraph 4 the revised Rent shall be deemed to
have been ascertained on the date when the same has been agreed between the
Landlord and the Tenant or as the case may be the date of the determination
by the valuer.
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5. If either the Landlord or the Tenant shall fail to pay the relevant
proportion of the fees and expenses of the valuer under the provisions of
paragraph 2 within twenty-one days of the same being demanded by the valuer
the other shall be entitled to pay the same and the amount so paid shall be
repaid by the party chargeable on demand.
The Common Seal of WINTERTHUR )
LIFE UK LIMITED was hereunto affixed )
in the presence of:- )
Signed as a DEED by )
GENOMIC SOLUTIONS LIMITED )
acting by a Director and its Secretary )
(or two directors) )
Executed as a DEED by )
GENOMIC SOLUTIONS INC )
(a Delaware Corporation) by: )
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President and CEO