uDate.com Inc. Contracts
Sample Business Contracts
UK-Derby-New Enterprise House Lease - Howtin Investments Ltd. and uDate.com Ltd.
Lease Forms
- Start a state-specific lease for the rental of commercial property. Specify the term and rent due, as well as whether the landlord or tenant is responsible for property taxes, insurance, and maintenance and repairs.
- When a tenant vacates commercial property before the lease term has expired, it may be able to rent the premises to a third party. The tenant would be the sublessor and the third party would be the sublessee. Besides preparing a sublease, both parties will want to review the provisions for assignment or subletting in the original lease agreement between the landlord and the sublessor.
- Tenants of residential property should prepare a sublease agreement if they are seeking to sublease a room or the entire apartment or house to a third party. All parties should review the original lease agreement to see if there are any restrictions on subletting or assigning the premises.
- Triple net leases are a type of commercial leases where the tenant has to pay for property taxes, insurance, utilities, and maintenance, in addition to the monthly rent.
- When renting an office space, tenants should understand the amount of the rent and duration of the lease. Other important terms include whether the space can be subleased, which parties are responsible for maintenance, and whether any furniture and furnishings will be provided.
DATED 4th April 2002
HOWTIN INVESTMENTS LIMITED
to
UDATE.COM LIMITED
L E A S E
of
2nd Floor extending to 4,761 sq ft
Premises at new Enterprise House
St Helens Street, Derby
[WILKEN logo]
THIS DEED OF LEASE is made the 4th day of April
1002
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1. Particulars |
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1.1 1.1.1 the Landlord |
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Howtin Investments Limited (Company Number
SC 105304) of Nocton Rise Lincoln LN4 2AF
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1.1.2 the Tenant |
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Udate.Com Limited of 11 St James Court,
Friar Gate, Derby, Derbyshire DE1 1BT
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1.2 the Building |
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The building or buildings known as New Enterprise
House St Helens Street Derby of which the Premises form part
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1.3 the Premises |
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ALL THOSE offices situate on the second floor of
the building as more particularly defined in the First Schedule
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1.4 Contractual Term |
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One year from 1st April 2002
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1.5 Rent Commencement Date |
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1st April 2002
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1.6 Rent |
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Forty six thousand four hundred and nineteen
pounds and seventy five pence (£46,419.75) p.a. (plus VAT)
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1.7 Interest Rate |
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4% per year above the base lending rate of
National Westminster Bank Plc or such other bank (being a
member of the Committee of London and Scottish Bankers) as the
Landlord may from time to time nominate in writing
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1.8 User |
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Professional Offices
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1.9 Service Charge Percentage |
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38.87% subject to the provisions for Variation
contained in the Fifth Schedule
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1.10 Initial Provisional Service Charge |
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13,704.96
plus VAT
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1.11 Additional Right |
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The right for the Tenant and all those authorised
by the Tenant at all times to use eleven (11) car parking
spaces in the car Park of the building such car parking spaces
being those which the Landlord may from time to time designate
in writing
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2. Definitions |
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2.1 |
The terms defined in clauses 1 and 2 and
Part A of the Fifth Schedule paragraph 1 of the Sixth
Schedule shall for all purposes of this Lease have the meaning
specified
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2.2 |
the Accountant means any chartered
accountant appointed by the Landlord (including any employee of
the Landlord or a Group Company) to perform any of the functions
of the Accountant under this Lease
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2.3 |
Adjoining Property means neighbouring
or adjoining land or premises (excluding the Building) in which
the Landlord or a Group Company has a freehold or leasehold
interest or in which during the Term the Landlord (or a Group
Company) shall have acquired a freehold or leasehold interest
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2.4 |
Group Company means a company that is
a member of the same group as the Landlord within the meaning of
Section 42 of the 1954 Act
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2.5 |
Interest means interest during the
period from the date on which the payment is due to the date of
payment both before and after any judgement at the Interest Rate
then prevailing or should the base rate referred to in clause
1.7 cease to exist such other rate of interest as is most
closely comparable with the Interest Rate to be agreed between
the parties or in default of agreement to be determined by
arbitration in accordance with and subject to the provisions of
the Arbitration Act 1996 and any statutory modification or
re-enactment thereof for the time being in force
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2.6 |
the 1954 Act means the Landlord and
Tenant Act 1954 and all statutes regulations and orders included
by virtue of clause 3.13
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2.7 |
the Office Covenants means the
covenants set our in the Fourth Schedule
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2.8 |
Other Buildings means all buildings
now or at any time during the Term erected on Adjoining Property
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2.9 |
Pipes mean all pipes sewers drains
mains ducts conduits gutters watercourses wires cables channels
flues and all other conducting media for provision of water soil
and gas electricity air steam oil telephone and
telecommunications and other services and supplies including any
fixings louvres cowls and any other ancillary apparatus
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2.10 |
Common Parts means the kitchen and
rest room on the ground floor of the Building the access leading
thereto the car park pedestrian ways forecourts landscaped areas
front and rear entrance halls toilets landing lifts lift shafts
staircases passages and other areas which are from time to time
during the Term provided by the Landlord for common use and
enjoyment by the Tenant and the occupiers of the Building and
all persons expressly or by implication authorised by them the
Tenant having the right to use the same
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2.11 |
Permitted Parts means any part of the
Premises approved by the Landlord
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2.12 |
Plan means the plan or plans annexed
to this Lease
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2.13 |
the Planning Acts mean the Town and
Country Planning Act 1990 and all statutes regulations and
orders included by virtue of clause 3.13
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2.14 |
Rent does not include the Service
Charge but the term rents includes Rent and the
Service Charge
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2.15 |
the Surveyor means any chartered
surveyor appointed by the Landlord (including an employee of the
Landlord or a Group Company) to perform any of the functions of
the surveyor under this Lease
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2.16 |
the Tenantss Covenants means
the covenants and conditions contained or referred to in
clause 5 and the Office Covenants
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3. |
Interpretation
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3.1 |
The expressions the Landlord and
the Tenant wherever the context so admits include
the person for the time being entitled to the reversion
immediately expectant on the termination of the Term and the
Tenants successors in title respectively and any reference
to a superior landlord includes the Landlords immediate
reversioner (and any superior landlords) at any time
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3.2 |
Where the Landlord the Tenant or the Guarantor
for the time being are two or more persons obligations expressed
or implied to be made by or with such party are deemed to be
made by or with such persons jointly and severally
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3.3 |
Words importing one gender include all other
genders and words importing the singular include the plural and
vice versa
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3.4 |
The expression Guarantor includes not
only the person referred to in clause 1.1.3 (if any) but also
any person who enters into covenants with the Landlord pursuant
to clauses 5.9.5 or 5.23
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3.5 |
The expression the Term includes the
Contractual Term and any period of holding-over or extension or
continuance of the Contractual Term whether by statute or common
law but not so that thereby the Tenant shall incur any liability
as original lessee if he shall not be the tenant in actual
occupation upon any such continuation or holding-over
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3.6 |
References to the last year of the
Term include the last year of the Term if the Term shall
determine otherwise than by effluxion of time and references to
the expiration of the Term include such other
determination of the Term
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3.7 |
References to any right of the Landlord to have
access to the Premises shall be construed as extending to a
superior landlord and any mortgage of the Premises and to all
persons authorised by the Landlord and any such superior
landlord or mortgagee (including agents professional advisers
contractors workmen and others) where such superior lease or
mortgage grants such rights or access to the superior landlord
or mortgagee
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3.8 |
Any covenant by the Tenant not do to an act or
thing shall be deemed to include any obligation not to knowingly
permit or
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suffer such act or thing to be done by anyone
authorised by the Tenant to be present upon the Premises
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3.9 |
Any provisions in this Lease referring to the
consent or approval of the Landlord shall be construed as also
requiring the consent or approval of any such superior landlord
aforesaid (if any) where such consent shall be required but on
the basis that any such superior landlord shall not unreasonably
refuse any such consent or approval
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3.10 |
References to consent of the Landlord
or words to similar effect mean a consent in writing signed by
or on behalf of the Landlord and to approved and
authorised or words to similar effect mean (as the
case may be) approved or authorised in writing by or on behalf
of the Landlord
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3.11 |
The terms the parties or
party mean the Landlord and/or the Tenant but except
where there is an express indication to the contrary exclude the
Guarantor
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3.12 |
Development has the meaning given by
the Planning Acts
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3.13 |
Any reference to a specific statute include any
statutory extension or modification amendment or re-enactment of
such statue and any regulations or orders made under such
statute and any general reference to statute or
statutes includes any regulations or orders made
under such statue or statues
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3.14 |
The clause paragraph and schedule headings do not
form part of this Lease and shall not be taken into account in
its construction or interpretation
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4. |
Demise
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The Landlord demises to the Tenant the Premises
TOGETHER with the Additional Right and the rights specified in
the Second Schedule but EXPECTING AND RESERVING to the Landlord
the rights specified in the Third Schedule TO HOLD the Premises
to the Tenant for the Contractual Term SUBJECT to all rights
easements privileges restrictions covenants and stipulations of
whatever nature affecting the Premises YIELDING AND PAYING to
the Landlord:
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4.1 |
The Rent payable without any deduction by equal
quarterly payments in advance on the usual quarter days in every
year and proportionately for any period of less than a year
first such payment being a proportionate sum in respect of the
period from and including the Rent Commencement Date to and
including the day before the quarter day next after the Rent
Commencement Date to be paid on the date of this Lease and
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4.2 |
By way of further rent the Service Charge payable
in accordance with the Fifth Schedule
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5. |
The Tenants Covenants
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The Tenant covenants with the Landlord:
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5.1 |
Rent |
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To pay the rents on the days and in the manner
set out in this Lease and not to exercise or seek to exercises
any right or claim to withhold rent or any right or claim to
legal or equitable set-off save in respect or overpayment of the
rents erroneously made by the Tenant
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5.2 |
Outings and VAT
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To pay and to indemnify the Landlord against:
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5.2.1 |
all rates taxes assessments duties charges
impositions and outgoings which are now or during the Term shall
be charged assessed or imposed upon the occupier of the Premises
of a periodical or recurring nature or upon the owner or
occupier of them (except such payment which become due as a
result of a dealing with the reversionary interest of the
Landlord in the Premises); and
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5.2.2 |
Value Added Tax (or any tax of a similar nature
that may be substituted for it or levied in addition to it)
chargeable (whether required by statute or at the
Landlords election) in respect of the rents or any other
payment made by the tenant under any of the terms of or in
connection with this Lease or in respect of any payment bade by
the Landlord where the Tenant agrees in this Lease to reimburse
the Landlord for such payment PROVIDED THAT nothing in this
Lease shall require the Tenant to pay Value Added Tax on the
amount of any Value Added Tax charged to the Landlord by third
parties
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5.3 |
Repair Cleaning Decorating etc.
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5.3.1 |
To repair the Premises and keep them in repair
expecting damage caused by an Insured Risk other than where the
insurance money is irrecoverable in consequence of any act or
default of the Tenant or anyone at the Premises expressly with
the Tenants authority
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5.3.2 |
To replace from time to time the Landlords
fixtures and fittings in the Premises specified in the Seventh
Schedule which may be or become beyond repair at any time during
or at the expiration of the Term fair wear and tear expected
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5.3.3 |
Not to cause any land roads or pavements abutting
the Building to be untidy or in a dirty condition and in
particular (but without prejudice to the generality of the
above) not to deposit on them refuse or other materials
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5.4 |
Waste and Alterations
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5.4.1.1 |
commit any waste
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5.4.1.2 |
make any addition to the Premises
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5.4.1.3 |
unite the Premises with any adjoining premises
make any alteration to the Premises save as permitted by the
following provisions of this clause
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5.4.2 |
Not to make non-structural (save for internal
demountable partitions) alterations to the Premises without:
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5.4.2.1 |
obtaining the Landlords consent (such
consent not to be unreasonably withheld)
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5.4.2.2 |
obtaining and complying with all necessary
consents of any competent authority and paying all charges of
any such authority in respect of such consents
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5.4.2.3 |
if requested by the Landlord to supply to the
Landlord drawings and where appropriate a specification in
duplicate prepared by an architect or member of some other
appropriate profession (who shall supervise the work throughout
to completion)
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5.4.2.4 |
paying the reasonable and proper fees of the
Landlord and any superior landlord mentioned in clause 3.9
and their professional advisers and
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5.4.2.5 |
entering into such reasonable covenants as the
Landlord may reasonably require as to the execution and
reinstatement of the alterations
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5.4.3 |
Not to make any structural alterations to the
Building or the Premises without the consent of the Landlord
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5.4.4 |
To remove any additional buildings additions
alterations or improvements made to the Premises at the
expiration of the Term if so requested by the Landlord in
writing and to make good any part or parts of the Premises which
may be damaged by such removal PROVIDED THAT the Landlord shall
not require removal and reinstatement and making good if he
intends to demolish or reconstruct the Premises within
12 months after such determination
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5.4.5 |
Not to make connection with the Pipes that serve
the Premises otherwise than in accordance with plans and
specifications approved by the Landlord subject to consent to
make such connection having previously been obtained from the
competent statutory authority or undertaker
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5.5 |
Aerials Signs and Advertisements
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5.5.1 |
Not to erect any pole mast or wire (whether in
connection with telegraphic telephonic radio or television
communication or otherwise) upon the Premises
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5.5.2 |
Not to affix to or exhibit on the outside of the
Building or to or through any window of the Building nor display
anywhere on the Premises any placard sign notice fascia board or
advertisement except any sign permitted by virtue of any consent
given by the Landlord pursuant to a covenant contained in this
Lease such consent not to be unreasonably withheld
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5.6.1 |
To effect Occupiers Liability Insurance and
Employers Liability Insurance and to produce to the Landlord not
more than once in any one year evidence of such insurance and
the receipt for the last premium paid if required
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5.7 |
Statutory Obligations
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5.7.1 |
At the Tenants own expense to execute all
works and provide and maintain all arrangements upon or in
respect of the Premises or the use to which the Premises are
being put that are required in order to comply with the
requirements of any statute (already or in the future to be
passed) or any government department local authority other
public or competent authority or court of competent jurisdiction
regardless of whether such requirements are imposed on the
lessor the lessee or the occupier
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5.7.2 |
Not to do in the Premises any act or thing by
reason of which the Landlord may under any statute incur have
imposed upon it or become liable to pay any penalty damages
compensation costs charges or expenses
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5.7.3 |
Without prejudice to the generality of the above
to comply in all respects with the provisions of any statutes
and any other obligations imposed by law or by any byelaws
applicable to the Premises or in regard to carrying on the trade
or business for the time being carried on the Premises
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5.8 |
Access of Landlord and Notice to Repair
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5.8.1 |
To permit the Landlord upon prior appointment
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5.8.1.1 |
to enter upon the Premises for the purpose of
ascertaining that the covenants and conditions of this Lease
have been observed and performed
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5.8.1.2 |
to view the state of repair and condition of the
Premises and
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5.8.1.3 |
to give to the Tenant at the Premises or such
other address as the Tenant shall notify the
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Landlord of in writing a notice specifying any
repairs cleaning maintenance and painting for which the Tenant
is liable hereunder and that the Tenant has failed to execute in
breach of the terms of this Lease and to request the Tenant
immediately to execute the same
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5.8.2 |
To repair cleanse maintain and paint the Premises
as required by such notice within a reasonable time after
receipt thereof
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5.8.3 |
If within three months of the service of such
notice the Tenant shall not have commenced and be proceeding
diligently with the execution of the work referred to in the
notice or shall fail to complete the work within a reasonable
time thereafter to permit the Landlord to enter the Premises to
execute such work as may be necessary to comply with the notice
and to pay to the Landlord the proper cost of so doing and all
expenses incurred by the Landlord (including reasonable legal
costs and surveyors fees) within 14 days of a written
demand
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5.8.4 |
The Landlord is exercising such rights as
aforesaid shall give the Tenant reasonable prior written notice
of the Landlords desire to exercise such right or access
and cause as little damage and disturbance as possible to the
occupiers of the Premises and shall make good any damage thereby
occasioned
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5.9.1 |
(Save pursuant to a transaction permitted by and
effected in accordance with the provisions of this Lease) not to
part with possession of the whole or any part of the Premises or
permit another to occupy the whole or any part of the Premises
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5.9.2 |
Not to assign or charge part of the Premises
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5.9.3 |
Not to assign or charge the whole of the Premises
without the prior consent of the Landlord but subject to the
operation of the following provisions of this clause 5.9.3 such
consent shall not be unreasonably withheld
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5.9.3.1 |
The Landlord may withhold its consent to the
application by the Tenant for licence to assign this Lease if
any of the conditions and criteria set out in this Clause
5.9.3.1 are not met, that:
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(a) |
at the time of the assignment there are no
arrears of rents or other ascertained moneys due to the Landlord
and
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(b) |
the Tenant gives to the Landlord a guarantee in
the form in the Eighth Schedule and
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(c) |
the Tenant is able to demonstrate to the
satisfaction of the Landlord (acting reasonably) that the
proposed assignee is responsible and respectable and will be
able to pay the rents and meet the other outgoings and
liabilities arising under the Lease and
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(d) |
any proposed assignee covenants by Deed with the
Landlord to pay the rents reserved by this Lease and to observe
and perform all the covenants on the part of the Lessee and
conditions in this Lease during the Term until released by
virtue of the Landlord & Tenant (Covenants) Act 1995 and
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(e) |
that if reasonably required the proposed Assignee
shall provide a reasonably acceptable guarantor or guarantors
who shall enter into a guarantee in the form in the Eighth
Schedule
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5.9.3.2 |
The conditions and criteria set out in Clause
5.9.3.1 are specified for the purposes of Section 19 (1A) of the
Landlord and Tenant Act 1927
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5.9.4 |
Not to underlet the whole of the Premises or
underlet a Permitted Part of the Premises without the consent of
the Landlord (such consent not to be unreasonably withheld)
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5.9.5 |
That each and every permitted underlease shall be
granted without receiving any fine or premium at a rent not less
than the full market rent of the Premises underlet or in the
case of an Underlease of the whole of the Premises at a rent
equal to the Rent payable under this Lease such rent being
payable in advance on the days on which Rent is payable under
this Lease and shall contain provisions consistent with those
herein contained:
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5.9.5.1 |
prohibiting the undertenant from doing or
allowing any act or thing in relation to the underlet premises
inconsistent with or in breach of the provisions of this Lease
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5.9.5.2 |
for re-entry by the underlandlord on breach of
any covenant by the undertenant
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5.9.5.3 |
imposing an absolute prohibition against all
dispositions of or other dealings whatever with the Premises
other than an assignment or charge of the whole of the premises
comprised in the underletting
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5.9.5.4 |
prohibiting any assignment or charge of the whole
of the premises comprised in the underletting without the prior
consent of the
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Landlord under this Lease (such consent not to
be unreasonably withheld or delayed)
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5.9.5.5 |
prohibiting the undertenant from permitting
another to occupy the whole or any part of the Premises
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5.9.5.6 |
imposing in relating to any permitted assignment
underletting or charge the same obligations for registration
with the Landlord as are contained in this Lease in relation to
dispositions by the Tenant and
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5.9.5.7 |
imposing in relation to any permitted
underletting the same obligations as contained in this clause
5.9.5 and in clauses 5.9.6, 5.9.7 and 5.9.8
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5.9.6 |
Any Underlease of a Permitted Part must also
contain covenants by the Underlessee to pay a fair proportion of:
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5.9.6.1 |
the sums payable by the Tenant under clauses 4.1
and 4.2
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5.9.6.2 |
the costs and expenses incurred by the Tenant in
maintaining repairing decorating and renewing the Premises
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5.9.7 |
Prior to any permitted underletting to procure
that the undertenant enters into direct covenants with the
Landlord to the like effect as those contained in clauses 5.9.5,
5.9.6, 5.9.7 and 5.9.8
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5.9.8 |
To use reasonable endeavours to enforce the
performance and observance by every such undertenant of the
provisions of the underlease and not at any time without the
consent of the Landlord expressly to waive any breach of the
covenants or conditions on the part of any undertenant or
assignee of any underlease nor (without the consent of the
Landlord such consent not to be unreasonably withheld or
delayed) vary the terms of any permitted underlease
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5.9.9 |
Within 28 days of any assignment charge
underlease or sub-underlease or any transmission or other
devolution relating to the Premises to produce for registration
with the Landlords solicitor such deed or document or a
certified copy of it and to pay the Landlords solicitors
for the registration of every such document a charge of £20
(Twenty Pounds)
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5.10 |
Nuisance etc. and Residential Restrictions
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5.10.1 |
Not to do nor knowingly allow to remain upon the
Premises anything which may be or become or cause a nuisance
injury or damage to the Landlord or its tenants or the owners or
occupiers of adjacent or neighbouring premises
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5.10.2 |
Not to use the Premises for a sale by auction or
for any dangerous noxious noisy or offensive trade business
manufacture or occupation nor for any illegal or immoral act or
purpose
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5.10.3 |
Not to use the Premises as sleeping accommodation
(except in case of emergency) or for residential purposes nor
keep any animal fish reptile or bird anywhere on the Premises
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To pay to the Landlord all reasonable and proper
cost fees charges disbursements and expenses (including without
prejudice to the generality of the above those payable to
counsel solicitors and surveyors) incurred by the Landlord in
relation to or incidental to:
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5.11.1 |
every application made by the Tenant for a
consent or licence required by the provisions of this Lease
whether such consent or licence is granted or refused or
proffered subject to any lawful qualification or condition or
whether the application is withdrawn unless such refusal
qualification or condition is unlawful whether because it is
unreasonable or otherwise.
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5.11.2 |
the preparation and service of a notice under the
Law of Property Act 1925 Section 146 or incurred by or in
contemplation of proceedings under Sections 146 or 147 of that
Act notwithstanding that forfeiture is avoided otherwise than by
relief granted by the Court
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5.11.3 |
the recovery or attempted recovery of arrears of
rent or other sums due from the Tenant and
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5.11.4 |
any reasonable steps taken in contemplation of or
in connection with the preparation and service of a schedule of
dilapidations during or after the expiration of the Term
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5.12.1 |
Not to commit any breach of planning control
(such term to be construed as it is used in the Planning Acts)
and to comply (so far as the same are valid and binding on the
Tenant) with the provisions and requirements of the Planning Act
that affect the Premises whether as to the Permitted Use or
otherwise and to indemnify (both during or following the
expiration of the Term) and keep the Landlord indemnified
against all liability whatsoever including costs and expenses in
respect of any contravention arising during the Term
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5.12.2 |
Save with respect to any alteration to the
Premises to which the Landlord has granted its consent not
without
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the consent in writing of the Landlord (which
shall not be unreasonably withheld or delayed) to apply for
planning permission to carry out any development in or upon the
Premises and at the expense of the Tenant to supply the Landlord
with a copy of any application for planning permission together
with such plans and other documents as the Landlord may
reasonably require and to supply prior to the commencement of
any development a copy of any planning permission granted to the
Tenant
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5.12.3 |
To pay and satisfy any charge that may be imposed
upon any breach by the Tenant of planning control or otherwise
under the Planning Acts
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5.12.4 |
Notwithstanding any consent which may be granted
by the Landlord under this Lease not to carry out or make any
alteration or addition to the Premises or any change of use
until:
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5.12.4.1 |
all necessary notices under the Planning Acts
have been served and copies produced to the Landlord
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5.12.4.2 |
all necessary permissions under the Planning Acts
have been obtained and produced to the Landlord and
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5.12.4.3 |
the Landlords has acknowledged that every
necessary planning permission is acceptable to it the Landlord
being entitled to refuse to acknowledge its acceptance of a
planning permission only on the grounds that any condition
contained in it or anything omitted from it or the period
referred to in it would be in the reasonable opinion of the
Surveyor be (or likely to be) prejudicial to the Landlords
interest in the Premises whether during or following the
expiration of the Term
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5.12.5 |
Unless the Landlord shall otherwise direct to
carry out and complete before the expiration of the Term:
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5.12.5.1 |
any works stipulated to be carried out to the
Premises by a date subsequent to such expiration as a condition
of any planning permission granted for any Development begun
before the expiration of the term and
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5.12.5.2 |
any Development begun upon the Premises in
respect of which the Landlord shall or may be or become liable
for any change or levy under the Planning Acts
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5.12.6 |
In any case where a planning permission is
granted subject to conditions and if the Landlords so requires
(which it shall not do during the Tenants occupation) to
provide security for the compliance with such conditions
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and not to implement the planning permission
until security has been provided
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5.13 |
Indemnities
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To be responsible for and to keep the landlord
fully indemnified against all damages losses costs expenses
actions demands proceedings claims and liabilities made against
or suffered by the Landlord arising out of:
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5.13.1 |
any act omission or negligence of the Tenant or
any persons at the Premises expressly or impliedly with the
Tenants authority or
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5.13.2 |
any branch or non-observance by the Tenant of the
covenants conditions or other provisions of this Lease on the
part of the Tenant to be observed and performed or any of the
matters to which this demise is subject
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5.14 |
Reletting Boards |
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To permit the Landlord at any time during the
last 4 months of the Contractual Term and at anytime thereafter
to enter upon the Premises and affix and retain upon the
Premises in a position that will not interfere with the
Tenants enjoyment of the Premises a notice for reletting
the Premises and during such period upon prior appointment to
permit persons with the written authority of the Landlord or its
agent at reasonable times of the day to view the Premises
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5.15 |
Encroachments |
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5.15.1 |
Not to stop up darken or obstruct any windows or
light belonging to the Building
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5.15.2 |
So far as is reasonably practicable to take all
steps to prevent any new window light opening doorway path
passage pipe or other encroachment or easement being made or
acquired in against out of or upon the Premises and as soon as
the same may come to the Tenants notice to notify the
Landlord immediately if any such encroachment or easement shall
be made or acquired or attempted to be made or acquired and at
the request and cost of the Landlord to give to the Landlord all
such assistance as it may reasonably require to enable the
Landlord to adopt such means as shall reasonably be required to
prevent such encroachment or the acquisitions of any such
easement
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5.16 |
Yield Up |
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At the expiration of the Term:
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5.16.1 |
to yield up the Premises in a state of repair and
otherwise in accordance with the terms of this Lease
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5.16.2 |
to give up all keys of the Premises to the
Landlord and
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5.16.3 |
to remove all signs erected by the Tenant in or
upon the Premises and immediately to make good any damage caused
by such removal
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5.17.1 |
If the Tenant shall fail to pay the rents or any
other sum due under this Lease within 28 days of the date
due whether formally demanded or not the Tenant shall pay to the
Landlord Interest on the rents or other sum from the date when
they were due to the date on which they are paid
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5.17.2 |
Nothing in the preceding sub-clause 5.17.1 shall
entitle the Tenant to withhold or delay any payment of the rents
or any other sum due under this Lease after the date upon which
they fall due or in any way prejudice affect or derogate from
the rights of the Landlord in relation to such non-payment
including (but without prejudice to the generality of the above)
under the proviso for re-entry contained in this Lease
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5.18 |
Statutory Notice etc
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To give full particulars to the Landlord of a
notice direction order or proposal for the Premises made given
or issued to the Tenant by any local or public authority within
14 days or receipt and if so required by the Landlord to
produce it to the Landlord and to the extent that the Tenant is
legally bound thereby without delay to take all steps reasonable
necessary to comply with the notice direction or order in so far
as such compliance is otherwise within the obligations of the
Tenant under this Lease and at the request and cost of the
Landlord to make or join with the Landlord in making such
objection or representation against or in respect of any notice
direction order or proposals as the Landlord shall reasonably
require
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5.19 |
Keyholders
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To ensure that at all times the Landlord has and
the local police force has written notice of the name home
address and home telephone number of at least 2 keyholders
of the Premises
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5.20 |
Sale of Reversion etc
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To permit upon reasonable written notice (being
at least 48 hours) at reasonable times during the Term
prospective purchase of or agents instructed in connection with
the sale of the Landlords reversion or of any interest
superior to the Term to view the Premises without interruption
provided they are authorised in writing by the Landlord or its
agents
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5.21 |
Defective Premises
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To give notice to the Landlord or any defect in
the Premises coming to the Tenants attention which might
give rise to an obligation on the Landlord to do or refrain from
doing any act or thing in order to comply with the provisions of
this Lease or the
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duty of care imposed on the Landlord pursuant to
the Defective Premises Act 1972 or otherwise and at all
times to display and maintain all notices which the Landlord may
from time to time require to be displayed at the Premises for
such purpose
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5.22 |
New Guarantor
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With 14 days of the death during the Term of
any Guarantor or of such person becoming bankrupt or having a
receiving order made against him or having a receiver appointed
under the Mental Health Act 1983 or being a company passing
a resolution to wind up or entering into liquidation or having a
receiver appointed to give notice of this to the Landlord and if
so required by the Landlord at the expense of the Tenant within
28 days to procure some other person reasonably acceptable
to the Landlord to execute a guarantee in respect of the
Tenants obligations contained in this Lease in the form of
the guarantors covenants contained in the Eighth Schedule
of this Lease
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Landlords Rights
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5.23 |
To permit the Landlord at all time during the
Term to exercise without interruption or interference any of the
rights granted to it by virtue or the provisions of this Lease
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5.24 |
The Office Covenants
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To observe and perform the Office Covenants
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6. |
The Landlords Covenant
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The Landlord covenants with the Tenant to permit
the Tenant peaceably and quietly to hold and enjoy the Premises
without any interruption or disturbance from or by the Landlord
or any person whomsoever
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7. |
Service Charge and Insurance Covenants
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The provisions of the Fifth and Sixth Schedules
shall have effect and the parties covenants with each other to
observe with each other to observe and perform their respective
obligations set out in those schedules
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8. |
Provisos
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8.1 |
Re-entry
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If and whenever during the Term:
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8.1.1 |
the rents (or any of them or any part of them)
under this Lease are outstanding for 21 days after becoming
due whether formally demanded or not or
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8.1.2 |
there is a breach by the Tenant of any covenant
or other term of this Lease or any document properly executed by
the Landlord and the Tenant and expressed to be supplemental to
this Lease or
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8.1.3 |
an individual Tenant becomes bankrupt or
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8.1.4 |
a company Tenant
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8.1.4.1 |
enters into liquidation whether compulsory or
voluntary (but not if the liquidation is for amalgamation or
reconstruction of a solvent company) or
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8.1.4.2 |
has a receiver appointed or
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8.1.5 |
the Tenant enters into an arrangement for the
benefit of its creditors or
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8.1.6 |
the tenant has any distress or execution levied
on its goods the Landlord may re-enter the Premises (or any par
of them in the name of the whole) at any time (and even if any
previous right of re-entry has been waived) and then the Term
will absolutely cease but without prejudice to any rights or
remedies which may have accrued to the Landlord against the
Tenant or the Guarantor in respect of any breach of covenant or
other term of this Lease (including the breach in respect of
which the re-entry is made).
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8.2 |
Covenants relating to
adjoining Premises
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Nothing contained in or implied in this Lease
shall give the Tenant the benefit of or the right to enforce or
to prevent the release or modification of any covenant agreement
or condition entered into by any tenant of the Landlord in
respect of any property not comprised in this Lease.
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8.3 |
Disputes with adjoining
Occupiers
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If any dispute arises between the Tenant and the
tenants or occupiers of other parts of the Building or the
adjoining Property as to any easement right or privilege in
connection with the use of the Premises and any other part of
the building or the adjoining Property or as to the boundary
structures separating the Premises from any other property it
shall be decided by the Landlord.
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8.4 |
Effect of Waiver
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Each of the Tenants covenants shall remain in
full force both at law and in equity notwithstanding that the
Landlord shall have waived or released temporarily any such
covenant or waived or released temporarily or permanently
revocably or irrevocably a similar covenant or similar covenants
affecting any other part of the Building or the adjoining
Property.
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8.5 |
Rights, Basements etc.
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The operation of the Law of Property Act 1925
Section 62 shall be excluded from this Lease and the only
rights granted to the Tenant are those expressly set out in this
Lease and such further ancillary rights that arise under the
general law or by necessary implication and the Tenant shall not
during the term acquire or
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become entitled by any means whatever to any
easement from or over or affecting any other land or premises
now or at any time after the date of this Lease belonging to the
Landlord and not comprised in this Lease.
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8.6 |
Accidents
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The landlord shall not be responsible to the
Tenant or to anyone at the Premises or the Building or the
adjoining property with the Tenants authority for any
accident happening or injury suffered or for any damage to or
loss of any chattel sustained in the Premises or the Building
except in circumstances where the Landlord or its servant or
agent is negligent.
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8.7 |
Perpetuity Period
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The perpetuity period applicable to this Lease
shall be 80 years from the commencement of the Contractual
Term and whenever in this Lease either party is granted a future
interest in the property there shall be deemed to be included in
respect of every such grant a provision requiring that future
interest to vest within the stated period and for it to be void
for remoteness if it shall not have so vested
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8.8 |
Exclusion of Use Warranty
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Nothing in this Lease or in any consent granted
by the Landlord under this Lease shall imply or warrant that the
Premises may lawfully be used under the Planning Acts for the
purpose authorised in this Lease (or any purpose subsequently
authorised)
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8.9 |
Entire Understanding
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This Lease embodies the entire understanding of
the parties relating to the Premises and to all the matters
dealt with by any of the provisions of this Lease
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8.10 |
Representations
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The Tenant acknowledges that this Lease has not
been entered into in reliance wholly or partly on any statement
or representation made by or on behalf of the Landlord except
any such statement or representation that is expressly set out
in this Lease
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8.11 |
Licence etc under hand
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Whilst the Landlord is a limited company or
other corporation all licences consents approvals and notices
required to be given by the Landlord shall be sufficiently given
if given under the hand of a director or Secretary or other duly
authorised officer of the Landlord
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8.12 |
Tenants Property
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If after the Tenant has vacated the Premises on
the expiry of the Term any property of the Tenant remains in or
on the Premises and the Tenant fails to remove it within
21 days after being requested in writing by the Landlord to
do so or if after using
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its best endeavours the Landlord is unable to
make such a request to the Tenant within 28 days from the
first attempt so made by the Landlord:
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8.12.1 |
the Landlord may as the agent of the Tenant sell
such property and the Tenant will indemnify the Landlord against
any liability incurred by it to any third party whose property
shall have been sold by the Landlord in the mistaken belief held
in good faith (which shall be presumed unless the contrary be
proved) that such property belonged to the Tenant
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8.12.2 |
if the Landlord having made reasonable efforts is
unable to locate the Tenant the Landlord shall be entitled to
retain such proceeds of sale absolutely unless the Tenant shall
claim them within 9 months of the date upon which the
Tenant vacated the Premises and
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8.12.3 |
the Tenant shall indemnify the Landlord against
any damage occasioned to the Premises and any actions claims
proceedings costs expenses and demands made against the Landlord
caused by or related to the presence of the property in or on
the Premises
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8.13 |
Party Walls
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The internal non-load bearing walls that divide
the Premises from the adjoining Property shall be deemed to be
party walls within the meaning of the Law of Property Act 1925
Section 38 and shall be maintained at the equally shared
expense of the Tenant and the other respective estate owners
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8.14.1 |
The provisions of the Law of Property Act 1925
Section 196 as amended by the Recorded Delivery Service Act
1962 shall apply to the giving and service of all notices and
documents under or in connection with this Lease except that
Section 196 shall be deemed to be amended as follows:
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8.14.1.1 |
The final words of Section 196(4) ...
and that service ... be delivered shall be deleted
and there shall be substituted ...... and that service
shall be deemed to be made on the third working day after the
registered letter has been posed working day meaning
any day from Monday to Friday (inclusive) other than Christmas
Day Good Friday and any statutory bank or public holiday
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8.14.1.2 |
any notice or documents shall also be
sufficiently served if sent by telex telephonic facsimile
transmission or any other means of electronic transmission to
the party to be served and that service shall be deemed to be
made on the day of transmission if transmitted before
2.00 p.m. on a working day but otherwise
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19
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on the next following working day (as defined
above)
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and in this clause party includes the
Guarantor
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8.14.2 |
Any notice required to be given or served by law
or hereunder and not herein otherwise provided for shall be
sufficiently served on the Tenant by being forwarded by
registered or recorded delivery post to the Premises or such
other address as the Tenant may notify in writing to the
Landlord and shall be sufficiently served on the Landlord if
addressed to the Landlord and left at or sent by registered or
recorded delivery post to the registered office of the Landlord
and a notice so sent by post shall be deemed to be given at the
time when it ought in due course of post to be delivered at the
address to which it is sent
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9. |
The Guarantor covenants with the Landlord to
perform the obligations contained in the 8th Schedule
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10. |
Certificate
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It is certified that there is no agreement to
which this Lease gives effect
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11. |
Covenant Status of this Lease
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This Lease is a new tenancy within the meaning of
Section 1 of the Landlord and Tenant (Covenants)
Act 1995
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12. |
By an Order dated 28th February 2002 of the Derby
County Court it is agreed that this Lease shall be (and is)
hereby contracted out of the Security of Tenure provision of the
Landlord and Tenant Act 1954 Part and in particular that
Sections 24-28 thereof shall be excluded by virtue of
Section 38
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13. |
Enforcement by third parties
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The parties to this Lease do not intend that any
of its terms will be enforceable by virtue of the Contracts
(Rights of Third Parties) Act 1999 by any person not a
party to it.
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IN WITNESS whereof the parties hereto have
hereunto caused their respective Common Seals to be hereunto
affixed the day and year first before written
20
FIRST SCHEDULE
The Premises
the Premises means that part of the
Building referred to in clause 1.2 shown for the purpose of
identification only edged green on the Plan containing 4,761
square feet and including:
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1. |
The paint paper and other decorative finishes
applied to the interior of the external walls of the Building
but not any other part of the external walls
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2. |
The floor finishes so that the lower limit of the
Premises includes such finishes but does not extend to anything
below them
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3. |
The ceiling finishes so that the upper limit of
the Premises includes such finishes but does not extend to
anything above them
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4. |
The entirety of any non-load bearing internal
walls wholly within the Premises
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5. |
The inner half severed medically of the internal
non-load-bearing walls dividing the Premises from the other
parts of the Building
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6. |
The doors and windows and the door and window
frames (excluding the external surfaces of the doors and windows
and the door and window frames)
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7. |
All additions and improvements to the Premises
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8. |
All the Landlords fixtures and fittings and
fixtures of every kind which shall from time to time be in or
upon the Premises whether originally affixed or fastened to or
upon the Premises or otherwise including those set out in the
Seventh Schedule but excluding any such fixture installed by or
at the expense of the Tenant
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9. |
Any Pipes which are within and that exclusively
sever the Premises
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1
SECOND SCHEDULE
Rights granted
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1. |
Common Parts |
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This right for the Tenant and all persons
expressly or by implication authorised by it at all times (in
common with the Landlord and all other persons having a like
right) to use the Common Parts for all proper purposes in
connection with the use and enjoyment of the Premises
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2. |
Pipes |
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The right to the free passage and running
(subject to temporary interruption for repair alteration or
replacement) of water sewage gas electricity telephone and other
services or supplies to and from the Premises in and through the
Pipes that serve the Premises (in common with the Landlord and
any other persons having a like right)
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3. |
Support |
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The right of support and protection for the
benefit of the Premises from all other parts of the Building
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1
THIRD SCHEDULE
Rights reserved
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1. |
Construction of Pipes |
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The right to construct renew and maintain in on
under or over the Premises at any time during the Term any Pipes
for the benefit of any other part of the Building the person
exercising this right making good all damage thereby caused to
the reasonable satisfaction of the Tenant
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2. |
Access |
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2.1 |
The right at any time during the Term at
reasonable times and upon written notice except in cases of
emergency to enter (or in cases of emergency to break into and
enter) the Premises:
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2.1.1 |
to inspect cleanse connect to repair remove
replace with others in connection with the Pipes easements or
services referred to in paragraph 1 of this Schedule
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2.1.2 |
to view the state and condition of and repair and
maintain the Building the Adjoining Property and (if any) the
Other Buildings where such viewing or work would not otherwise
be reasonable practicable
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2.1.3 |
to carry out work or do anything whatever
comprised within the Landlords obligations in this Lease
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2.1.4 |
take schedules or inventories of fixtures and
other items to be yielded up on the expiry of the Term and
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2.1.5 |
to exercise any of the rights granted to the
Landlord by this Lease
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2.1.6 |
to inspect the condition and state of repair of
the Premises
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3. |
Scaffolding |
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The right to erect scaffolding for the purpose of
inspecting repairing or cleaning the Building and the Adjoining
Property
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4. |
Support etc |
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The rights of support and protection from the
Premises to all parts of the Building not hereby demised
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1
FOURTH SCHEDULE
The Office Covenants
1. User
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1.1 |
Not to use the Premises for any purpose other
than the User
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1.2 |
Not to leave the Premises continuously unoccupied
for more than one month without:
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1.2.1 |
notifying the Landlord and
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1.2.2 |
providing such caretaking or security
arrangements as the Landlord shall reasonably require and the
insurers shall reasonably require in order to protect the
Premises from vandalism theft damage or unlawful occupation
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1.3 |
Not to play or use in the Premises any musical
instrument loudspeaker tape recorder gramophone radio or other
equipment or apparatus that produces sound that may be heard in
nearby premises or outside the Premises if the Landlord shall in
its absolute discretion consider such sound to be undesirable
and shall give written notice to the Tenant to that effect
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Not to permit to be discharged into the Pipes
serving the Building any oil or grease or any deleterious
objectionable dangerous poisonous or explosive matter or
substance and to take all reasonable measures to ensure that any
effluent so discharged into the Pipes will not be corrosive or
otherwise harmful to the Pipes or cause obstruction or deposit
in them
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3. |
Ceiling and Floor Loading
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3.1 |
Not to bring or permit to remain on the Premises
any safes, machinery goods or other articles which will strain
or damage the Building or any part of it
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3.2 |
Not without the consent of the Landlord to
suspend anything from the walls or ceilings of the Premises
other than lights pictures notice boards and other things
normally fixed to the walls or ceilings or use the same for
storage of goods or place weight on them
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3.3 |
On any application by the Tenant for the
Landlords consent under paragraph 3.2 the Landlord
may consult and obtain the advice of an engineer or other
appropriate person in relation to the loading proposed by the
Tenant and the Tenant shall repay to the Landlord on demand the
reasonable and proper fees of such engineer or other person
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3.4 |
Provided that no normal office machinery or
equipment shall be prohibited by virtue of this provision
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1
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4. |
Common Parts |
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4.1 |
Not to cause the Common Parts or any other land
roads or pavements adjoining the Building to become untidy or in
a dirty condition but at all times to keep the Common Parts and
other land roads or pavements free from deposits of the
Tenants materials and refuse
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4.2 |
Not to stand place deposit or expose outside any
part of the Premises any goods materials articles or things
whatsoever for display or sale or for any other purpose nor
cause any obstruction of the Common Parts
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5. |
Machinery |
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Not to install or use in or upon the Premises
any machinery or apparatus so as to cause noise or vibration
which can be heard or felt in nearby premises or outside the
Premises or so as to cause structural damage
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6. |
Unloading |
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Not to load or unload any goods or materials
onto or from vehicles and convey the same from and into the
Building and the Premises except through the entrances
designated for that purpose and by means of any lift designated
for such purpose
|
|
7. |
Heating Cooling and
Ventilation |
|
7.1 |
Not to do anything which interferes with the
heating cooling or ventilation of the Common Parts or which
imposes an additional load on any heating cooling or ventilation
plant and equipment in the Building
|
|
7.2 |
Not to operate the ventilation equipment in the
Premises otherwise than in accordance with the reasonable
regulations for such purpose made by the Landlord from time to
time
|
|
8. |
Security |
|
|
To comply with the reasonable regulations made
by the Landlord relating to the security of the Building and to
ensure that when the rear access door is used by the Tenant or
its licensees that the rear access door is locked after use
|
|
9. |
Regulations |
|
|
To comply with all reasonable regulations made
by the Landlord from time to time for the better management of
the Building
|
|
10. |
Nameplates or Signs |
|
|
Not to erect any signs or notices on the
Premises without the prior written consent of the Landlord
|
2
|
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11. |
Blinds |
|
|
To use only vertical blinds to the windows such
blinds to be of a colour and specification previously approved
by the Landlord such approval not to be unreasonably withheld or
delayed
|
3
FIFTH SCHEDULE
Service Charge
Part A
Definitions
|
|
1. |
Service means the service facilities
and amenities specified in Part C of this Schedule
|
|
2. |
Computing Date means such date as the
Landlord may from time to time nominate and Computing
Dates shall be construed accordingly
|
|
3. |
Financial Year means the period:
|
|
3.1 |
from the commencement of the Term and including
the first Computing Date and subsequently
|
|
3.2 |
between two consecutive Computing Dates
(excluding the first Computing Date from but including the
second Computing Date in the period)
|
|
4. |
Gross Annual Expenditure means in
relation to any Financial Year the aggregate of:
|
|
4.1 |
all costs expenses and outgoings whatever
incurred by the Landlord during that Financial Year in or
incidentally to providing all or any of the Services and any VAT
payable
|
|
|
|
but Gross Annual Expenditure shall
not include any expenditure in respect of the maintenance or
repair of any part of the Building or of any thing in the
Building whose maintenance or repair is the exclusive
responsibility of the Tenant or any other tenant in the Building
or the Adjoining Property
|
|
|
5. |
Annual Expenditure means in relation
to any Financial Year the Gross Annual Expenditure for that
Financial Year less the aggregate of:
|
|
5.1 |
if in the Financial Year in question or in any
previous Financial Year the Landlord has incurred any costs or
expenses in or incidentally to making good any loss or damage
covered by any policy of insurance maintained by the Landlord
pursuant to its obligations in this Lease all (if any) amounts
recovered by the Landlord in the Financial Year in question
pursuant to such policy of insurance and
|
|
5.2 |
if in the Financial Year in question or in any
previous Financial Year the Landlord had incurred any costs or
expenses in or incidentally to providing any of the Services or
in relation to any of the Additional Items
|
1
|
|
|
which are recoverable (in whole or in part) from
any person other than the Tenant or any other in the Building
all (if any) amounts recoverable by the Landlord in the
Financial Year in question from any such person (whether or not
actually recovered)
|
|
|
6. |
Service Charge means the Service
Charge Percentage of the Annual Expenditure for the relevant
Financial Year
|
|
7. |
Lettable Area means all parts of the
Building not comprising Common Parts which from time to time are
either occupied by the Landlord for the purposes of its business
or by a tenant or tenants for office purposes or are so
constructed or adapted as to be capable of being so occupied
|
|
8. |
Retained Parts means all parts of the
Building (including the Common Parts) other than the Premises
and the other Lettable Areas
|
|
9. |
Structure means:
|
|
9.1 |
the entirety of the roofs and foundations of the
building
|
|
9.2 |
the entirety of all floors and ceilings of the
Building (but excluding the floor and ceiling finishes)
|
|
9.3 |
the entirety of all external walls of the
Building (but excluding the paint paper and other decorative
finishes applied to the internal faces of such walls within a
Lettable Area)
|
|
9.4 |
the entirety of all load-bearing walls pillars
and other structures of the Building (but excluding the paint
paper and other decorative finishes applied to the faces of such
walls pillars and other structures within a Lettable Area) and
|
|
9.5 |
all other parts of the structure of the building
not referred to in the preceding paragraphs 9.1 to 9.4
|
|
9.6 |
the entirety of the car park adjacent to the
Building
|
|
10. |
Plants means all apparatus plant
machinery and equipment within the Building from time to time
including (without prejudice to the generality of the above)
lifts lift-shafts stand-by generators and boilers and items
relating to mechanical ventilation heating cooling public
address and closed circuit television systems
|
PART B
Performance of the Services and Payment of the
Service Charge
|
|
11. |
Performance of the Services
|
|
|
|
Subject to the Tenant paying to the Landlord the
Service Charge and complying with the covenants and other terms
of this Lease the Landlord shall perform the Services throughout
the Term provided that the Landlord shall not be liable to the
Tenant in respect of any failure or
|
2
|
|
|
interruption in any of the Services by reason of
necessary repair replacement maintenance or any installations or
apparatus or their damage or destruction or by reason of
mechanical or other defect or breakdown or frost or other
inclement conditions or shortage of fuel materials water or
labour or any other cause beyond the Landlords control and
not arising from the Landlords default hereunder
|
PROVIDED THAT the Landlord shall restore the same
as soon as reasonably practicable
|
|
|
12. |
Payment of the Service Charge |
|
12.1 |
The Landlord shall as soon as reasonably
practicable after each Computing Date prepare an account showing
the Gross Annual Expenditure and the Annual Expenditure for the
Financial Year ending on that Computing Date and containing a
schedule together with such receipts vouchers and other evidence
of payment as the Tenant may reasonably require of the
expenditure referred to in it and upon such account being
certified by the Accountant it shall be conclusive evidence for
the purposes of this Lease of all matters of fact referred to in
the account except in the case of manifest error
|
|
12.2 |
The Tenant shall pay for the period from the Rent
Commencement Date to the Computing Date next following the date
of this Lease the Initial Provisional Service Charge the first
payment being a proportionate sum in respect of the period from
and including the Rent Commencement Date to and including the
day before the next quarter day to be paid on the date of this
Lease and subsequent payments to be made in advance on the
relevant quarter days in respect of the relevant quarters
|
|
12.3 |
The Tenant shall pay for the next and each
subsequent Financial Year a provisional sum calculated upon a
reasonable and proper estimate by the Surveyor acting as an
expert and not as an arbitrator of what the Annual Expenditure
is likely to be for that Financial Year by four equal quarterly
payments on the usual quarter days
|
|
12.4 |
If the Service Charge for any Financial Year
shall:
|
|
|
|
|
12.4.1 |
exceed the provisional sum for that Financial
Year the excess shall be due to the Landlord on demand or
|
|
|
12.4.2 |
be less than such provisional sum the overpayment
shall be credited to the Tenant against the next quarterly
payment of the Rent and Service Charge and any balance refunded
to the Tenant at the expiry of the Term
|
|
|
|
13. |
Variations |
|
13.1 |
The Landlord may withhold add to extend vary or
make any alteration in the rendering of the Services or any of
them from time to time provided that the same complies with the
principles of good estate management and is reasonable in all
the circumstances
|
3
|
|
13.2 |
If at any time during the Term the total property
enjoying or capable of enjoying the benefit of any of the
Services or the Additional Items is increased or decreased on a
permanent basis or the benefit or any of the Services or the
Additional Items is extended on a like basis to any adjoining or
neighbouring property or if some other event occurs a result of
which is that the Service Charge Percentage is no longer
appropriate to the Premises the Service Charge Percentage shall
be varied with effect from the Computing Date following such
event by agreement between the parties or in default of
agreement shall be referred to arbitration except that nothing
contained in this Lease shall imply an obligation on the part of
the Landlord to provide the Services or the Additional Items to
any adjoining or neighbouring property
|
PART C
The Services
|
|
14. |
Maintaining Structure and Retained Parts
|
|
14.1 |
Maintaining repairing rebuilding renewing and
reinstating the Structure except where the same results from the
occurrence of an Insured Risk where the insurance monies have
not been refused by reason of any act or default of the Tenant
|
|
14.2 |
Maintaining and repairing the outer half served
medially of all internal non-load-bearing walls dividing the
Premises from other parts of the Building
|
|
14.3 |
Maintaining repairing amending altering
rebuilding renewing and reinstating and where appropriate
treating washing down painting and decorating to such standard
as the Landlord may from time to time reasonably consider
adequate the Common Parts including the entirety of all walls
floors and ceilings surrounding and all doors and windows and
door and window frames in the Common Parts (but excluding any
such items or parts of them the maintenance of which is the
exclusive responsibility of the Tenant or any other tenant of
the Adjoining Property) except where the same results from the
occurrence of an Insured Risk where the insurance monies have
not been refused by reason of any act or default of the Tenant
|
|
15. |
Lift
|
|
|
|
Providing a lift service by the operation of the
lift now installed in the Building or by such substituted lift
as the Landlord may from time to time reasonably decide to
install
|
|
|
|
Maintaining at all times to the Building an
adequate supply of hot and cold water and supplying necessary
washing and toilet requisites in the toilet accommodation in the
Retained Parts
|
4
|
|
|
17. |
Central Heating |
|
|
Supplying at all times during the months of
October November December January February March and April and
such other times when necessary central heating to the Premises
and the Common Parts in order to maintain a room temperature
(with adequate natural ventilation) of 65 degrees Fahrenheit
from 8.00 a.m. to 6.00 p.m. on every weekday
|
|
18. |
Maintaining etc. Plant |
|
|
Inspecting servicing maintaining repairing
(including renewal but not replacement) amending overhauling and
insuring (save in so far as insured under other provisions of
this Lease) all Plant which serves the Premises (but excluding
any items or parts of any items of such Plant whose maintenance
is the exclusive responsibility of the Tenant or is attributable
to any other lettable area) and all other Plant
|
|
19. |
Maintaining etc. Pipes |
|
|
Maintaining repairing cleansing emptying draining
amending and renewing all Pipes in on under or over the Building
or the Adjoining Property serving the Premises in common and
other premises (but excluding any Pipes or parts of them whose
maintenance is the exclusive responsibility of any tenant in the
Adjoining Property)
|
|
20. |
Maintaining etc. fire alarms etc |
|
|
Maintaining and renewing any fire alarms fire
prevention and fire fighting equipment and ancillary apparatus
in the Common Parts
|
|
21. |
Cleaning etc. the Common Parts |
|
|
Cleaning treating polishing heating and lighting
the Common Parts
|
|
22. |
Gardens and floral decorations |
|
|
Providing and maintaining to a reasonable
standard plants shrubs trees gardens or grassed areas and floral
decorations in the Common Parts and keeping the same planted
free from weeds and properly attended and the grass cut
|
|
22. |
Fixtures fittings etc |
|
|
Supplying providing purchasing maintaining
renewing replacing repairing servicing overhauling and keeping
in good and serviceable order and condition all appurtenances
fixtures fittings bins receptacles tools appliances materials
equipment and other things which the Landlord reasonably may
deem desirable or necessary for the maintenance appearance
upkeep or cleanliness of the Building and the adjacent car park
or any part of it
|
|
24. |
Windows |
|
|
Cleaning at monthly intervals the exterior of all
windows and window frames in the Building including those that
form part of the Premises and other lettable areas
|
5
|
|
25. |
Refuse |
|
|
Collecting and disposing of refuse from the
Building and the provision repair maintenance and renewal of
plant and equipment for the collection treatment packaging or
disposal of refuse
|
|
26. |
Insurance |
|
|
Insuring the Premises the Building the Common
Parts and the Pipes in accordance with the Sixth Schedule
|
|
27. |
Other Services |
|
|
Any other services relating to the Building or
any part of it reasonably provided by the Landlord in the
interests of good estate management from time to time during the
Term and not expressly mentioned herein
|
PART D
The Additional Items
|
|
|
28. |
Fees |
|
28.1 |
The reasonable and proper fees and disbursements
(and any VAT payable on them) of:
|
|
|
|
|
28.1.1 |
the Surveyor the Accountant and any other
individual firm or company employed or retained by the Landlord
for (or in connection with) such surveying or accounting
functions
|
|
|
28.1.2 |
the managing agents (whether or not the Surveyor)
for or in connection with:
|
|
|
|
|
|
|
28.1.2.1 |
the management of the Building including but
without prejudice to the generality of the foregoing the
collection of the rents and all other sums due to the Landlord
from the tenants of the Building
|
|
|
|
28.1.2.2 |
the performance of the Services and any other
duties in and about the Building or any part of it relating to
(without prejudice to the generality of the above) the general
management administration security maintenance protection and
cleanliness of the Building
|
|
|
|
|
28.1.3 |
any individual firm or company provided
caretaking or security arrangements and services to the Building
|
|
|
28.1.4 |
any other individual firm or company employed by
the Landlord to perform (or in connection with) any of the
Services or any of the functions or duties referred to in this
paragraph
|
6
|
|
28.2 |
The fees of the Landlord or a Group Company for
any of the Services or the other functions and duties referred
to in paragraph 28.1 above that shall be undertaken by the
Landlord or a Group Company and not by a third party
|
|
29. |
Contracts for Service
|
|
|
|
The cost of entering into any contracts for the
carrying out of all or any of the Services and other functions
and duties that the Landlord may in its reasonable discretion
deem desirable or necessary
|
|
|
|
All rates taxes assessments duties charges
impositions and outgoings which are now or during the Term shall
be charged assessed or imposed on:
|
|
|
30.1 |
The whole of the Building where there is no
separate charge assessment or imposition on or in respect of an
individual unit
|
|
30.2 |
The whole of the Common Parts or any part of them
|
|
31. |
Electricity, Gas etc
|
|
|
|
The cost of the supply of electricity gas oil or
other fuel for the provision of the Services
|
|
|
|
The amount which the Landlord shall be called
upon to pay and may properly pay as a contribution towards the
expense of making repairing (including renewals but not
rebuilding) maintaining and cleansing any ways roads pavements
or structures Pipes or anything which may belong to or be used
for the Building or any part of it exclusively or in common with
other neighbouring or adjoining premises
|
|
|
33. |
Statutory etc. Requirements
|
|
|
|
The cost of taking all steps deemed desirable or
expedient by the Landlord for complying with making
representations against or otherwise contesting the incidence of
the provisions of any statute byelaw or notice concerning town
planning public health highways streets drainage or other
matters relating to or alleged to relate to the Building or any
part of it for which any tenant is not directly and exclusively
liable
|
|
|
|
The cost to the Landlord of abating a nuisance
in respect of the Building or any part of it greater than a
single lettable area in so far as the same is not the liability
of any individual tenant
|
35.
|
|
35.1 |
Provided always that in relation to the
calculation of the Gross Annual Expenditure or the Service
Charge the Landlord shall not include the same sum more than
once nor shall the Landlord or any
|
7
|
|
|
other person providing the Services be paid more
than once for any service so provided
|
|
|
35.2 |
Notwithstanding the provisions of this Schedule
the Landlord shall not recover or seek to recover from the
Tenant any Service Charge or other payment in respect of any
costs incurred by the Landlord of or incidental to the remedying
of any defect in the structure of the Premises or the Building
which manifests itself at any time during the Term or of any
want of repair attributable to such defect which manifests
itself at any time during the Term
|
8
SIXTH SCHEDULE
Insurance
|
|
1. |
Definition |
|
1.1 |
Insurance Cost means the sums that
the Landlord shall from time to time pay by way of premium:
|
|
|
|
|
1.1.1 |
for insuring the Building in accordance with this
Schedule or (where such insurance includes other premises) the
proportion reasonably attributable to the Building of the sums
that the Landlord shall from time to time pay by way of premium
for insuring the Building and such other premises (to be
determined from time to time by the Surveyor acting as an expert
and not as an arbitrator)
|
|
|
1.1.2 |
for insuring in such amount and on such terms as
the Landlord shall consider appropriate against all liability of
the Landlord to third parties arising out of or in connection
with any matter involving or relating to the Building
|
|
|
1.2 |
Insured Risks means fire lightning
explosion aircraft (including articles dropped from aircraft)
riot civil commotion malicious persons earthquake storm tempest
flood bursting and overflowing of water pipes tanks and other
apparatus and impact by road vehicles and such other risks as
the Landlord from time to time reasonably may think fit to
insure against
|
|
2. |
Landlord to insure |
|
|
The Landlord shall insure the Building unless
such insurance shall be vitiated by any act of the Tenant its
agents or employees and keep the same insured against all the
Insured Risks at all times
|
|
3. |
Details of the Insurance |
|
|
Insurance shall be effected:
|
|
|
3.1 |
in such substantial and reputable insurance
office or with such underwriters and through such agency as the
Landlord may from time to time reasonably decide
|
|
3.2 |
for the following sums:
|
|
|
|
|
3.2.1 |
such sum as shall from time to time be the full
cost (including any Value Added Tax thereon) of rebuilding and
reinstating the Building including architects
surveyors and other professional fees payable upon any
applications for planning permission or other permits or
consents that may be required in relation to the rebuilding or
reinstatement of the Building the cost of debris removal
demolition site clearance any works that may be required by
statute and incidental expenses and
|
1
|
|
|
|
3.2.2 |
the loss of Rent and Service Charge (including
any Value Added Tax thereon) payable under this Lease from time
to time (having regard to any review of rent which may become
due under this Lease) for three years or such longer period as
the Landlord may from time to time reasonably deem to be
necessary for the purposes of the planning and carrying out the
rebuilding or reinstatement or (where such insurance includes
this Lease and other leases) such proportion attributed to this
Lease from time to time by the Surveyor acting as an expert and
not as an arbitrator
|
|
|
3.3 |
against damage or destruction by the Insured
Risks to the extent that such insurance may ordinarily be
arranged for property such as the Building with an insurer of
repute and subject to such excesses exclusions or limitations as
are usual in the insurance market from time to time
|
|
4. |
Suspension of Rent
|
|
4.1 |
If and whenever during the Term:
|
|
|
|
|
4.1.1 |
the Premises (which expression in this
clause 4 and in clauses 5 and 6 of this
Schedule shall include the means of access thereto) or any part
of them or the Building or any part of it or the Pipes or the
Common Parts are damaged or destroyed by way of the Insured
Risks so that the Premises or any part of them are unfit for
occupation or use and
|
|
|
4.1.2 |
to the extent that payment of the insurance money
is not refused by reason of any act or default of the Tenant its
agents or employees the provisions of paragraph 4.2 shall
have effect
|
|
|
4.2 |
When the circumstances contemplated in
paragraph 4.1 arise the Rent and the Service Charge or a
fair proportion of it or them according to the nature and the
extent of the damage sustained and the extent of the insurance
monies not refused under paragraph 4.1.2 of this Schedule
shall cease to be payable until the Premises or the Building or
the affected parts aforesaid shall have been rebuilt or
reinstated so that the Premises or the affected part are made
fit for occupation or use (the amount of such proportion to be
determined by arbitration in accordance with and subject to the
provisions of the Arbitration Acts 1950 and 1979 and any
statutory modification or re-enactment thereof for the time
being in force)
|
|
5. |
Reinstatement and termination if prevented
|
|
5.1 |
If and whenever during the term the Premises or
any part of them or the Building or any part of it or the Pipes
or the Common Parts are damaged or destroyed by any of the
Insured Risks and subject to paragraph 6.6 of this Schedule
the Landlord shall use with due expedition its reasonable
endeavours to obtain all planning permissions and other permits
and consents that may be required under the Planning Acts or
other statutes (if any) to
|
2
|
|
|
enable the Landlord to rebuild or reinstate the
property so damaged or destroyed (Permissions) |
|
5.2 |
Subject to the provisions of paragraphs 5.3
and 5.4 the Landlord shall as soon as the Permissions have been
obtained or immediately where no Permissions are required apply
all money received in respect of such insurance (except sums in
respect of loss of Rent and Service Charge) in rebuilding or
reinstating the Premises or the Building so destroyed or damaged
making up any shortfalls out of its own resources
|
|
5.3 |
For the purposes of this paragraph the expression
Supervening Events means:
|
|
|
|
|
5.3.1 |
the Landlord has failed despite using its best
endeavours to obtain the Permissions
|
|
|
5.3.2 |
any of the Permissions have been granted subject
to a lawful condition with which in all the circumstances it
would be unreasonable to expect the Landlord to comply
|
|
|
5.3.3 |
some defect or deficiency in the site upon which
the rebuilding or reinstatement is to take place would mean that
the same could only be undertaken at a cost that would be
unreasonable in all the circumstances
|
|
|
5.3.4 |
the Landlord is unable for reason not within the
Landlords control to obtain access to the site for the
purposes of rebuilding or reinstating
|
|
|
5.3.5 |
the rebuilding or reinstating is prevented by war
act of God Government actions strike lock-out
|
|
|
5.4 |
The Landlord shall not be liable to rebuild or
reinstate the Premises or the Building if and for so long as
such rebuilding or reinstating is prevented by Supervening Events
|
|
5.5 |
If upon the expiry of a period of two years
commencing on the date of the damage or destruction the Landlord
has not commenced the rebuilding or reinstatement of the
Premises or the Building either party may by notice served at
any time within 6 months of the expiry of such period
invoke the provisions of paragraph 5.6
|
|
5.6 |
Upon service of a notice in accordance with
paragraph 5.5:
|
|
|
|
|
5.6.1 |
the Term will absolutely cease but without
prejudice to any rights or remedies that may have accrued to
either party against the other including (with prejudice to the
generality of the above) any right that the Tenant might have
against the Landlord for a breach of the Landlords
covenants set out in paragraph 5.1 and 5.2
|
|
|
5.6.2 |
all money received in respect of the insurance
effected by the Landlord pursuant to this clause shall belong to
the Landlord
|
3
|
|
|
6. |
Tenants Insurance Covenants |
|
The Tenant agrees with the Landlord:
|
|
|
6.1 |
to comply with all the reasonable requirements
and recommendations of the insurers
|
|
6.2 |
not knowingly to do or omit anything that could
cause any policy of insurance on or in relation to the Premises
to become void or voidable wholly or in part nor (unless the
Tenant shall have previously notified the Landlord and have
agreed to pay the increased premium) anything by which
additional insurance premiums may become payable
|
|
6.3 |
not to store or bring onto the Premises any
article substance or liquid of a specifically combustible
inflammable or explosive nature and to comply with the
reasonable requirements and recommendations of the fire
authority as to fire precautions relating to the Premises
|
|
6.4 |
not to obstruct the access to any fire equipment
or the means of escape from the Premises nor to lock any fire
door while the Premises are occupied
|
|
6.5 |
to give notice to the Landlord as soon as
reasonably practicable upon the happening of any event which
might affect any insurance policy on or relating to the Premises
or upon the happening of any event against which the Landlord
may have insured under this Lease of which the Tenant its agents
and employees have notice
|
|
6.6 |
if and whenever during the Term the Premises or
any part of them are damaged or destroyed by an Insured Risk and
the insurance money under the policy of insurance effected by
the Landlord pursuant to its obligations contained in this Lease
is by reason of any act or default of the Tenant its agents or
employees wholly or partially irrecoverable immediately in every
such case to pay to the Landlord on demand the amount of such
insurance money so irrecoverable in which event the provisions
of paragraphs 5 and 6 of this Schedule shall apply
|
|
7. |
Landlords Insurance Covenants |
|
|
The Landlord agrees with the Tenant in relation
to the policy of insurance effected by the Landlord pursuant to
its obligations in this Schedule
|
|
|
7.1 |
to produce to the Tenant on demand reasonable
evidence of the terms of the policy and the fact that the last
premium has been paid
|
|
7.2 |
to produce that the interest of the Tenant is
noted or endorsed on the policy
|
|
7.3 |
to notify the Tenant of any material change in
the risks covered by the policy from time to time
|
4
|
|
7.4 |
to produce to the Tenant on demand written
confirmation from the insurers that they have agreed to waive
all rights of subrogation against the Tenant
|
5
SEVENTH SCHEDULE
(Landlords Fixtures and
Fittings)
The radiators window and door fittings light
fittings electrical equipment and carpeting (but excluding any
electrical equipment which is brought onto the Premises by the
Tenant)
1
EIGHTH SCHEDULE
|
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1. |
Guarantee |
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1.1 |
The Guarantor(s) (jointly and severally)
guarantee(s) to the Landlord that the Tenant will pay the rents
reserved by and perform and observe all the Tenants
covenants in this Lease throughout the Term and the Guarantor(s)
will pay and make good to the Landlord on demand any losses
damages costs and expenses suffered or incurred by the Landlord
by reason of any failure of the Tenant to do so
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1.2 |
This guarantee is to take effect immediately on
the assignment of the Lease to the Tenant and is to remain in
force for so long as and to the extent that the Tenant is not
released by law from liability for the Tenants covenants
in this Lease
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1.3 |
In the context of these guarantee provisions,
reference to the Tenant are to the assignee only (in its
capacity as Tenant) with respect to whom this guarantee is given
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2. |
No Waiver or Release of Liability |
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The Guarantor(s) is not to be released from
liability under these provisions by reason of: -
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2.1 |
any forbearance the granting of any time or any
other indulgence on the part of the Landlord; or
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2.2 |
any variation of this Lease, made with the
consent of the Guarantor(s), and the guarantee of the
Guarantor(s) in paragraph 1 is to operate in relation to
this Lease as it may be varied from time to time
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3. |
Guarantor(s) to accept new Lease upon Disclaimer |
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3.1 |
If this Lease is determined by re-entry by the
Landlord or is effectively determined by disclaimer, the
Guarantor(s) shall, if the Landlord by notice in writing within
three months after the date of determination so requires take
from the Landlord a lease of the Premises
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3.2 |
The Lease to be granted to the Guarantor(s) under
paragraph 3.1 is to be on the following terms: -
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3.2.1 |
the term is to commence on the date of
termination of this Lease and to be equal to the residue of the
Term which would have remained unexpired at the date of this
Lease had not then been terminated;
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3.2.2 |
the yearly rent is to be the same as would have
been payable under this Lease if it had continued;
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3.2.3 |
the Lease is otherwise to be on the same terms
and conditions as would have applied under this Lease if it had
been continued undetermined; and
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1
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3.2.4 |
the Guarantor(s) (is) (are) to succeed to the
rights and assume the liability of the Tenant under this Lease
as if the Lease had continued undetermined
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4. |
Subordination of rights of Guarantor(s) |
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4.1 |
With respect to any sums paid by the Guarantor(s)
under this Schedule and to any other rights which may accrue to
the Guarantor(s) in respect of any sums so paid or liabilities
incurred under this guarantee or in the observance performance
or discharge of the obligations and covenants of the Tenant in
this Lease, the Guarantor(s) shall rank and be entitled to
enforce its rights only after all obligations and covenants
under this guarantee have been fully observed and performed, and
if they have not the Guarantor(s) shall not:-
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4.1.1 |
seek to recover from the Tenant, or any other
third party whether directly or by way of set-off lien
counterclaim or otherwise or accept any money or other property
or security or exercise any rights in respect of any sum which
may be or become due to the Guarantor(s) on account of the
failure by the Tenant to observe and perform or discharge such
obligations or covenants in this Lease;
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4.1.2 |
claim, prove or accept any payment in composition
by way of winding-up, liquidation, bankruptcy or other form of
insolvency of the Tenant in competition with the Landlord for
any amount whatsoever owing to the Guarantor(s) by the Tenants;
nor
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4.1.3 |
exercise any right or remedy in respect of any
amount paid by the Guarantor(s)under this Lease or any liability
incurred by the Guarantor(s) in observing, performing or
discharging the obligations and covenants of the Tenant
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4.2 |
The Guarantor(s) warrant(s) that it has not
taken, and undertakes with the Landlord that it will not without
the consent of the Landlord:-
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4.2.1 |
take any security from the Tenant in respect of
this guarantee and, if any such security is so taken
notwithstanding, it shall be held on trust for the Landlord as
security for the respective liabilities of the Guarantor(s) and
the Tenant; nor
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4.2.2 |
be entitled to any right of proof in the
bankruptcy, liquidation or other form of insolvency of the
Tenant or exercise any other right of the Guarantor(s)
discharging his liability in respect of such obligations and
covenants
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2
EXECUTED as a Deed by the Landlord acting by a
Director and its Secretary or by two Directors
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/s/ [illegible]
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Director
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/s/ [illegible]
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Director
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3
Diagram: Second floor plan as proposed. Drawing
No. 3.