Made and signed on the
4 of July, 2010
| BETWEEN: |
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V.I.E.C. Ltd. |
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Company No. ▇▇-▇▇▇▇▇▇-▇ |
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(hereinafter, the “Lessor”) |
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of the
one part |
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| A N D: |
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Vishay Advanced Technologies Ltd.
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Company No. ▇▇-▇▇▇▇▇▇▇ |
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(hereinafter, the “Lessee ”) |
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of the
other part |
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| WHEREAS: |
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The Lessor is the long term leaseholder from the Israel Land
Administration (hereinafter: “▇▇▇”) of the land known as parcel 1 in
block 38095 (hereinafter: the “Land”) located on Emek Sarah in Beer Sheva,
and the building standing on the Land (hereinafter, the “Building”),
and;
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| WHEREAS: |
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Part of the Building is occupied and operated by the
Lessor;
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| WHEREAS: |
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The Lessee desires to lease from The Lessor part of the Building
designated in red on the plan attached to this Agreement as Appendix
A (hereinafter: the
"Premises") for the terms and subject to the
conditions provided in this Agreement;
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| THEREFORE |
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the parties hereby agree as
follows: |
| 1. |
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The Lease |
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| 1.01 |
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The Lessee hereby leases the Premises
from the Lessor in its "as is" condition (hereinafter: the "Lease"). |
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| 1.02 |
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The Premises are leased to the Lessee
for a period of five (5) years commencing on July 4th 2010 and terminating on July 3th 2015 (hereinafter: the "Term"). |
| 1.03 |
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The Lessee has an option to extend the
Term for five (5) periods of one (1) year each, on the terms and
conditions hereof. The exercise of the option will be by way of sending
the Lessor a written notice of the Lessee’s intention to extend the Term
as above, no later than three (3) months prior to the expiration of the
Term. |
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All the terms and conditions of this
Agreement shall apply during the extended term as above, should the Term
be so extended, save for the right to extend the Term. |
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| 1.04 |
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The Premises are leased to the Lessee to
be used for manufacturing and related commercial purposes, and for no
other purpose. |
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| 2. |
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The Rent |
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| 2.01 |
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In consideration for the Lease, the
Lessee shall pay the Lessor annual rent in the amount of US$78,000
(hereinafter the "Rent"). |
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The annual Rent during the Term and
during the extended term as in section 1.03, should the Term be extended,
shall be linked to US CPI . The base Index for such calculation should be
the CPI known on the date of this Agreement. |
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| 2.02 |
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The Rent will be paid every year during
the Term, in advance, on the first day of each calendar year of the
Term. |
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| 2.04 |
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Value Added Tax ("VAT") shall be added to every Rent payment
and to any other payment under this Agreement, at the rate applicable at
the time of such payment. |
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| 2.05 |
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The Rent and all other payments made by
the Lessee shall be paid in the equivalent amount in New Shekels according
to the last representative rate of exchange of the United States dollar
published by the Bank of Israel and known on the date of actual
payment. |
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| 3. |
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Additional
Payments |
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| 3.01 |
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All taxes, fees, levies, municipal and
governmental, which shall apply to the Premises during the Term, shall be
borne and timely paid by the Lessee. Without derogating from the above,
the Lessee shall pay the Proportional |
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Share in all taxes, fees and levies
relating to the Common Areas of the Building designated in the blue on the
scheme attached hereto as Appendix A
(hereinafter the
"Common Areas"). |
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The "Proportional Share" shall be calculated accordingly to the
area of the Premises in relation to the total area the Building less the
Common Areas. |
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| 3.02 |
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The Lessee shall bear and pay during the
Term: (a) all payments and expenses for the any supply of utilities as
compressed air, water and electricity, HVAC (Heat, ventilation, air
condition), industrial gases in accordance with its Proportional Share ;
and (b) all taxes and payments with regard to the conduct in the Premises
of the Lessee's business, including business tax, signs tax, licenses fees
and the like. |
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| 3.03 |
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Should any payment that the Lessee is
required to bear and pay, be made by the Lessor, the Lessee shall repay
the Lessor any such amount, together with interest. |
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| 3.04 |
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Throughout the Term, the Lessee shall
bear and pay its Proportional Share in the cost of management and
maintenance of the Building and, with an addition of 5% management
fee. |
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| 4. |
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Possession and Use of the
Premises |
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| 4.01 |
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The Lessee shall not: assign its rights
under this Agreement, or any part thereof, to any entity or person
whatsoever, directly or indirectly, deliver or transfer the Premises or
any part thereof to any entity or person whatsoever; sub-lease the
Premises or any part thereof to any entity or person; permit the use of
the Premises or any part thereof by any entity or person for any period
and in any manner whatsoever; allow others to share possession of the
Premises or any part thereof in any manner; or grant any entity or person
any right in the Premises whether for consideration or without
consideration. |
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| 4.02 |
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The Lessee shall maintain the Premises
throughout the Term in good condition and not cause any damage or breakage
therein to the Premises or to any of its installations and systems; and
shall be responsible for the immediate repair, at its own expense, of any
damage or breakage (excluding reasonable wear and tear) which may be
caused to the Premises or its installations or
systems. |
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| 4.03 |
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The Lessee shall not: effect any
alterations, make any additions or destroy any part of the Premises and/or
any of its installations and systems, without the prior written consents
of Lessor. The Lessor shall be free to withhold its consent and will not
be obliged to give reasons. The Lessor shall be entitled to prevent
implementation of any act as aforesaid, at any time, and to remove or
destroy any alteration or addition that may be effected without the
Lessor's prior written consent. Should the Lessee breach any of its
obligations as above, the Lessor shall be entitled, in addition to any
other remedy available to it by law, to terminate this
Agreement. |
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| 4.04 |
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In the event the Lessee has received the
needed approvals and made changes or additions to the Premises (the
"Changes"), the Lessee undertakes to restore the
Premises before the end of the Term to their condition as of the date of
execution hereof. Should the Lessee not restore the Premises as required
above, then Lessor may restore the Premises to their previous condition.
In such case, the Lessee will pay Lessor, upon its first demand, all sums
paid by Lessor in connection with such restoration. |
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| 4.05 |
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Throughout the Term of the Lease the
Lessee shall enjoy common use, together with the Lessor and / or any
possessors of areas in the Building, of the Common Areas. The Lessee
undertakes to the Common Area as expected with regard to areas that are in
common use. |
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The Lessee, its employees, visitors, or
clients will not enter those parts of the Building that are not included
in the Premises and are not part of the Common Areas (hereinafter the
"Lessor's Areas"), |
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| 5. |
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Licenses |
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The Lessee undertakes to receive and
hold in full affect, throughout the Term all licenses and permits required
for the purpose of conducting its business in the Premises. |
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| 6. |
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Responsibility of the
Lessee |
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| 6.01 |
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The Lessee is obligated to maintain the
Premises during the Term in good condition, and avoid from causing any
damage or breakage to the Premises or any of its systems or installations,
and to repair immediately and on its
expense |
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any damage that may be caused to the
Premises and its systems and installations. |
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| 6.02 |
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The Lessee shall be responsible for any
damage or breakage that may be caused to the Premises and/or to the
Building and/or to Lessor and/or to any third party in the Premises and/or
in the Building, as a result of the actions and/or omissions of the
Lessee, its employees, visitors, or clients, and/or as a result of the
conduct of the Lessee's business in the Premises. |
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| 6.03 |
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The Lessor shall not have any liability
or responsibility whatsoever relating to or arising from any such damage
or breakage (including but not limited to, bodily injury) that may be
caused to the Lessee, to the Premises, to its contents, or to any third
party. The Lessee alone shall be responsible for any such injury or
damage, and shall indemnify and/or hold Lessor harmless from any payments
and expenses which may be incurred as a result of such damage or
breaking. |
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| 7. |
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Insurance |
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Without derogating from the
responsibility of the Lessee as stated in section 6 above, the Lessor
undertakes to hold during the entire Term insurance as
customary. |
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| 8. |
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Changes or Additions by
Lessor |
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| 8.01 |
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The Lessor is entitled to make any
changes in the Building and to initiate changes in the town plan relating
to the Building and to the Land and to request a building permit with
respect to the Land and/or the Building. The Lessee undertakes not to
interfere and not to oppose such changes or requests. |
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| 8.02 |
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The Lessor shall be entitled, without
need for the Lessee's consent, to initiate and to perform any changes or
additions to the Building, at its absolute discretion as it shall deem fit
from time to time. |
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| 8.03 |
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Without derogating from the generality
of any section of this Agreement, the Lessee hereby explicitly agrees that
Lessor may at any time, add and/or construct additional floors in the
Building and/or carry out any other construction works and/or changes
and/or additions in the Building; without any limitation and without the
need for the Lessee's consent. The Lessee |
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undertakes to enable Lessor to carry out
said work and not to interfere and not to oppose such work or otherwise
disturb. |
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| 9. |
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Vacating the
Premises |
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Upon the end of the Term, or upon
termination of this Agreement for any reason whatsoever before the end of
the Term, the Lessee undertakes to vacate the Premises and to deliver the
possession thereof to Lessor. The Premises, when the Lessee vacates them,
shall be free and clear of all persons and objects connected to the
Lessee, clean, and in condition in which the Lessee received them from
Lessor, except for reasonable wear and tear. |
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| 10. |
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Miscellaneous |
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| 10.01 |
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All payments that the Lessee undertakes
to pay the Lessor in accordance with this Agreement shall be paid by the
Lessee by way of deposit to Lessor’s account details of will be given by
the Lessor from time to time. |
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| 10.02 |
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This Agreement is not transferable or
assignable by the Lessee in any manner. |
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| 10.03 |
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The Lessor shall be entitled to transfer
and/or assign any or all of its rights to the Building and/or the
Premises. The Lessor shall be entitled to transfer and/or assign any or
all of its rights and/or liabilities under this Agreement without any
limitation and in its sole and absolute discretion and without any need
for consent of the Lessee. |
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| 10.04 |
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Lessor represents that the Premises are
not mortgaged. |
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| 10.05 |
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This Agreement completely reflects the
agreements and understandings of the parties with respect to the Premises,
and this Agreement supersedes any and all undertakings, representations,
understandings, or agreements, if any, between the parties made prior to
the execution of this Agreement. Any change or addition to this Agreement
must be in writing and be signed by both parties. |
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| 10.06 |
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To assure payment of the Rent and the
fulfillment of all the lessee's other obligations, including the vacating
of the Premises by the Lessee, the Lessee shall furnish the Lessor, upon
the signing of this Agreement, with promissory note (hereinafter
“the Security”). The Lessor shall have the right to
use the |
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Security monies or any part thereof in
the event the Lessee breaches its obligations under this
Agreement. |
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| 11. |
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Addresses and
Notices |
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| 12.01 |
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The
addresses of the parties for the purposes of this Agreement are as
follows: |
| Lessor: |
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▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇ |
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| Lessee: |
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▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇ |
| 11.02 |
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Any notice sent by one party to the
other by registered mail to the addresses abovementioned shall be deemed
as having been delivered within a reasonable time from the date of its
posting at a post office. |
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IN WITNESS WHEREOF, the parties have hereby affixed their
signatures on the day first above written. |
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| VISHAY ADVANCED
TECHNOLOGY, LTD. |
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V.I.E.C.
LTD. |
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| The Lessee |
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Lessor |
| By:
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/s/ ▇▇▇ ▇▇▇▇▇▇▇▇ |
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By: |
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ |
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| Title:
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Authorized
Signatory |
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Title:
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Authorized
Signatory |
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