Exhibit 10.23.1
THIS LEASE IS A NEW TENANCY FOR THE PURPOSES OF THE LANDLORD AND TENANT
(COVENANTS) XXX 0000
DATED 2 JULY 0000
XXXXXX XXXXXXXX (NO. 1) LIMITED AND
EALING BROADWAY (NO. 2) LIMITED
AND
CRYSTAL DECISIONS (UK) LIMITED
____________________________________________________________
DEED
RELATING TO
PREMISES KNOWN AS
XXX XXXXXXXXX, XXXXXX XXXXXXXX XXXXXX, XXXXXX X0
____________________________________________________________
NABARRO XXXXXXXXX
XXXXX XXXXX
XXXXXXXX'X XXXX
XXXXXX XXXX 0XX
TEL: 000 0000 0000
CONTENTS
CLAUSE SUBJECT MATTER PAGE
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1. DEFINITIONS.................................................. 1
2. INTERPRETATION............................................... 4
3. DEMISE, TERM AND RENT........................................ 5
4. TENANT'S COVENANTS........................................... 6
To pay rents........................................ 6
To pay outgoings.................................... 6
Service Charge...................................... 6
Comply with Acts.................................... 6
Repair.............................................. 6
Decoration.......................................... 7
To permit the Landlord to repair in default......... 7
Alterations......................................... 7
Signs and advertisements............................ 8
Overloading......................................... 8
User................................................ 8
Restrictions on User................................ 8
Alienation.......................................... 9
Registration........................................ 10
To permit viewing................................... 11
To inform the Landlord of notices................... 11
Reimburse fees incurred by Landlord................. 11
The Planning Acts................................... 11
Encroachment and easements.......................... 12
Indemnity........................................... 12
To pay charges...................................... 12
Interest on overdue payments........................ 12
VAT................................................. 12
Management.......................................... 13
Superior interests.................................. 13
5. LANDLORD'S COVENANTS......................................... 13
Quiet enjoyment..................................... 13
To insure........................................... 13
To provide services................................. 14
6. AGREEMENTS................................................... 14
Re-entry............................................ 14
Cesser of rent...................................... 15
No easements........................................ 15
Service of notices.................................. 15
Contracts (Rights of Third Parties) Act 1999........ 15
7. JURISDICTION................................................. 15
THE FIRST SCHEDULE PART I Description of Demised Premises............. 17
PART II Easements and Rights Granted......................... 18
PART III Easements and Rights Reserved....................... 19
THE SECOND SCHEDULE Services and Service Charges...................... 21
PART I Administrative Provisions............................. 21
PART II Landlord's Obligations............................... 21
PART III Services............................................ 22
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PARTICULARS
LANDLORD: EALING BROADWAY (NO. 1) LIMITED and
EALING BROADWAY (NO. 2) LIMITED
Registered Office: 0 Xxxxxx, Xxxxxx XX0X 0XX
Company Number: 4166127 and 4166108
TENANT: CRYSTAL DECISIONS (UK) LIMITED
Registered Office: Xxx Xxxxxxxx, 00 Xxx Xxxxxxxx, Xxxxxx X0 0XX
Company Number: 02062372
DEMISED PREMISES: Xxx Xxxxxxxx, Xxxxxx Xxxxxxxx Xxxxxx, Xxxxxx X0
TERM COMMENCEMENT DATE: 29 September 2001
LENGTH OF TERM: Five years
Expiration Date: 28 September 2006
RENT: Four hundred and fifty thousand pounds (L450,000) per
annum
RENT COMMENCEMENT DATE: 29 September 2001
SERVICE CHARGE 1 May 2002
COMMENCEMENT DATE:
There is no agreement pursuant to which this Lease is made
THIS LEASE made the 2 day of July Two thousand and two
PARTIES
(1) The Landlord named in the Particulars (the "LANDLORD"); and
(2) The Tenant named in the Particulars (the "TENANT").
WITNESSES AS FOLLOWS:
1. DEFINITIONS
In this Lease, unless the context requires otherwise:
"ACT"
means any Act of Parliament (including any
consolidation, amendment or re-enactment of it) and
any subordinate legislation, regulation, or bye-law
made under it;
"THE ADJOINING BUILDING"
means the Development (other than the Building);
"THE BUILDING"
means the land and any buildings, erections or other
facilities thereon or on parts thereof and any thing
attached to such buildings (eg canopies) 9f which the
Demised Premises form part;
"THE COMMON PARTS"
means service roads, loading bays, circulation areas,
car parks and accesses thereto, fire escapes of or
appertaining to the Building and any areas thereof
not intended for demise by lease to a lessee (other
than the mall);
"THE CAR PARK"
means the area hatched green on the Plan;
"THE CAR PARKING SPACES"
means 36 car parking spaces within the Car Park as
the Landlord may from time to time designate;
"CONDUCTING MEDIA"
means gutters, pipes, wires, cables, sewers, ducts,
drains, mains, channels, conduits, flues and any
other medium for the transmission of Supplies;
"THE DEMISED PREMISES"
means the premises (and each and every part of them)
described in PART I of the First SCHEDULE;
"THE DEVELOPMENT"
means the Shopping Centre being the land and any
buildings, erections or other facilities thereon or
on parts thereof of which the Building forms part as
the same is shown edged blue on the Plan;
"THE INSURED RISKS"
means such of the risks of fire (including
lightning), explosion, xxxxx, xxxxxxx, flood, burst
pipes, impact and (in peacetime) aircraft and any
articles dropped from aircraft, riot, civil commotion
and malicious damage for which cover at the time the
insurance is effected is generally available on
normal commercial terms, and such other risks against
which the Landlord from time to time reasonably
insures;
"THIS LEASE"
means this deed (whether it be a lease or an
underlease) and any licence, deed or other document
supplemental to it;
"THE NEARBY PREMISES"
means the Development (but excluding that part
thereof comprising the Demised Premises) with all
land adjoining and neighbouring the Development and
any building now or hereafter erected thereon or on
some part thereof and any part or parts thereof
including any premises erected above the Demised
Premises;
"PERMITTED PART"
means either:
(a) that part of the Demised Premises comprising
the first floor of the Building together
with the right to use twelve Car Parking
Spaces; or
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(b) that part of the Demised Premises comprising
the second floor of the Building together
with the right to use twelve Car Parking
Spaces; or
(c) that part of the Demised Premises comprising
the third floor of the Building together
with the right to use twelve Car Parking
Spaces,
provided that each such part must be capable of
separate occupation and having all necessary means of
escape and facilities including (without limitation)
access for servicing and necessary toilet sanitary
and staff facilities and which complies with current
statutory requirements including (without limitation)
fire and building regulations;
"THE PLAN"
means the plan or plans annexed to this Lease;
"THE SERVICE CHARGE"
means a sum representing a fair reasonable and proper
proportion of the costs (including provision towards
the estimated cost of the future renewal or
replacement at the appropriate time of the Landlord's
plant and machinery) incurred by the Landlord in
providing the Services;
"THE SERVICES"
means the works, services, facilities and charges
listed in PART III of the Second SCHEDULE;
"SUPPLIES"
means water, steam, gas, air, soil, electricity,
telephone, heating, telecommunications, data
communications and other like supplies;
"THE TERM"
means the term of years granted by this Lease
(including where applicable any extension of such
term under any Act or otherwise);
"THE TERMINATION DATE"
means the expiration date of the Term (however
arising);
"VAT"
means value added tax or any similar tax from time to
time replacing it or performing a similar fiscal
function;
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"VAT SUPPLY"
has the meaning which "SUPPLY" has for the purpose of
the Value Added Tax Xxx 0000.
2. INTERPRETATION
In this Lease:
2.1 The clause headings shall not affect its construction.
2.2 Words respectively denoting the singular include the plural and
vice versa and one gender include each and all genders.
2.3 Obligations owed by or to more than one person are owed by or to
them jointly and severally.
2.4 "THE LANDLORD" includes the person entitled to the reversion
expectant on this Lease; and "THE TENANT" includes the successors
in title and persons deriving title under the original Tenant, and
"THE LANDLORD'S SURVEYOR" may be an employee of the Landlord or of
an associated company of the Landlord.
2.5 An obligation not to do or omit to do something includes an
obligation not to suffer or permit the doing or omission (as
appropriate) of that thing.
2.6 A reference to an act or omission of the Tenant includes reference
to an act or omission of any person having the Tenant's express or
implied authority.
2.7 Any sums payable by reference to a year or any other period shall
be payable proportionately for any fraction of a year or other
period (as appropriate). Apportionments of rents will be computed
using the method set out at paragraphs K2.6.4-K2.6.6 of the Law
Society's Conveyancing Handbook 2001. If apportionment on that
basis is impossible, the method set out in paragraph K.2.6.8 of
the above Handbook will be used.
2.8 The Tenant shall, if and as required in writing by the Landlord:
2.8.1 pay all rents reserved by this Lease by electronic transfer
using Bankers Automated Credit System (or similar system from
time to time available); or
2.8.2 pay the rent first reserved by this Lease, and any VAT on that
rent, by bankers' standing order,
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in either case to such bank account in the United Kingdom as
is notified in writing by the Landlord to the Tenant.
Otherwise, all sums payable by the Tenant under this Lease
must be paid in sterling through (or by cheque drawn on) a
clearing bank in the United Kingdom.
2.9 Reference to a fair proportion of a sum is reference to such fair
and reasonable proportion of that sum as determined by the
Landlord's surveyor (whose decision except in case of manifest
error will be binding on the parties).
2.10 Rights of entry reserved to the Landlord (whether under CLAUSE 4
or under PART III of the First SCHEDULE) may also be exercised by
those authorised by the Landlord (and with plant and equipment
where appropriate) but entry shall (save in emergency or in case
of default by the Tenant) only be exercised pursuant to 24 hours'
prior notice; and as little inconvenience and disturbance as
reasonably practicable shall be caused; and all damage caused to
the Demised Premises shall be made good.
3. DEMISE, TERM AND RENT
3.1 The Landlord demises to the Tenant the Demised Premises TOGETHER
with the rights specified in PART II of the First SCHEDULE EXCEPT
AND RESERVING to the Landlord and those authorised by it the
rights specified in PART III of the First SCHEDULE TO HOLD for a
term of five years commencing on the 29th day of September Two
thousand and one and expiring on the 28th day of September Two
thousand and six.
3.2 The Tenant shall pay the following sums, which are reserved as
rent:
3.2.1 FIRSTLY, during the Term, yearly, the rent of four hundred and
fifty thousand pounds (L450,000). Such rent shall be payable
by equal quarterly payments in advance on the usual quarter
days in every year without any deduction or set off. The first
payment shall be for the period commencing on (and to be paid
on) the 290, day of September Two thousand and one and ending
on the day prior to the quarter day next following that date;
3.2.2 SECONDLY, the sums paid by the Landlord in insuring the
Building under sub-CLAUSE 5.2.1 and the sums paid for insuring
five years' rents firstly and thirdly reserved by this Lease.
Such rent shall be payable on demand;
3.2.3 THIRDLY, from 1 May 2002 the sums due under CLAUSE 4.3,
payable as specified in PART I of the Second SCHEDULE;
3.2.4 FOURTHLY, any sums due under CLAUSE 4.22;
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3.2.5 FIFTHLY, the sums due under CLAUSE 4.23 (so far as they relate
to the rents above reserved).
4. TENANT'S COVENANTS
THE Tenant COVENANTS with the Landlord at all times during the Term:
4.1 TO PAY RENTS
To pay the rents reserved by this Lease immediately they become
due without deduction or set off.
4.2 TO PAY OUTGOINGS
To pay all rates, taxes, duties, charges, assessments, impositions
and outgoings ("LEVIES") whatsoever whether parliamentary, local
or otherwise charged upon the Demised Premises or upon their owner
or occupier; and all fair proportions of any levies (except income
tax on the rents reserved properly payable by the Landlord and any
levy occasioned by any dealing with the reversion immediately
expectant on this Lease).
4.3 SERVICE CHARGE
To pay the Service Charge, in accordance with PART I of the Second
SCHEDULE.
4.4 COMPLY WITH ACTS
4.4.1 To execute all works and provide and maintain all arrangements
required (whether of the lessor or the lessee) under any Act
on or in respect of the Demised Premises or their use.
4.4.2 Not to do or omit in or about the Demised Premises anything
which may cause the Landlord to become liable to pay any
penalty, damages, compensation, costs or charges.
4.5 REPAIR
4.5.1 To keep the Demised Premises including without limitation all
plant and machinery in it other than plant and machinery, if
any, expressly excluded from this demise in good and
substantial repair and good working order.
4.5.2 To replace by new articles of similar kind and quality any
fixtures, fittings, plant, or equipment (other than Tenant's
or trade fixtures and fittings) upon the Demised Premises
where such items are beyond economic repair.
4.5.3 Damage by any of the Insured Risks is excepted from the
Tenant's obligation under sub CLAUSES 4.5.1 and 4.5.2 save to
the extent that payment of the whole or part of the
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insurance moneys is refused in consequence of some act or
default of or suffered by the Tenant.
4.5.4 To clean the interior of all glass in the doors and windows of
the Demised Premises at least once in every month and to keep
in good repair and clean all pipes, wires, gullies and drains
(if any) exclusively serving the Demised Premises and not to
do or permit or suffer to be done anything whereby any other
pipes, wires, gullies and drains become obstructed.
4.5.5 At the Termination Date to yield up the Demised Premises
(having removed (unless requested not to do so) by the
Landlord all Tenant's or trade fixtures and any partitions
installed by the Tenant, reinstated any partitions or other
fixtures shown on the Plan but removed by the Tenant during
the Term, and made good all damage caused in such removal and
reinstatement) in the state of repair and working order above
referred to.
4.5.6 Promptly to notify the Landlord of any defect in the Demised
Premises or defect or want of repair in the Building capable
of giving rise to a duty under any Act or under this Lease on
the Landlord.
4.6 DECORATION
Prior to the Termination Date and following removal of all
Tenant's trade fixtures and any partitions set out in CLAUSE 4.5.5
above appropriately to decorate the Demised Premises (unless
requested not to do so by the Landlord) in a proper and
workmanlike manner, to the reasonable satisfaction of the
Landlord, and in the case of works carried out in the year
immediately before the Termination Date, to the approval of the
Landlord as to colour and appearance.
4.7 TO PERMIT THE LANDLORD TO REPAIR IN DEFAULT
To permit the Landlord upon 48 hours notice (save in cases of
emergency) to enter and view the condition of the Demised
Premises. If the Landlord serves on the Tenant or leaves on the
Demised Premises notice in writing requiring that any repairs or
other works or matters for which the Tenant is liable be
undertaken, and the Tenant does not within three months following
such notice (or sooner if requisite) fully comply with its
requirements, the Landlord may enter the Demised Premises and do
everything necessary to comply with such notice. All costs
incurred by the Landlord in so doing shall be repaid by the Tenant
as a debt on demand. Any such entry is without prejudice to the
Landlord's rights under CLAUSE 6.1.
4.8 ALTERATIONS
4.8.1 Not to make any structural or external alteration or addition
in or to the Demised Premises or cut into any structural part
of the Building.
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4.8.2 Not otherwise to alter the Demised Premises without the prior
written approval of and in accordance with drawings and
specifications approved by the Landlord (such approvals not to
be unreasonably withheld or delayed). No approvals shall be
required for (but written notice shall be given to the
Landlord of) the installation and removal of demountable
partitioning.
4.8.3 If a breach of sub-CLAUSE 4.8.1 or 4.8.2 occurs the Landlord
may (without obligation) at the Tenant's expense remove or
fill up (as the case may be) any unauthorised buildings,
structures, alterations or additions.
4.8.4 The terms of any approval may require the Tenant to covenant
in such form as the Landlord shall require in regard to the
execution of any works to the Demised Premises and their
reinstatement at the Termination Date.
4.9 SIGNS AND ADVERTISEMENTS
Not to display on or from the Demised Premises so as to be visible
from the outside any sign, advertisement, lettering or notice of
any kind except as previously approved by the Landlord.
4.10 OVERLOADING
Not to exceed the designed floor loading of the Building.
4.11 USER
Not to use the Demised Premises otherwise than as offices falling
within use class B 1 of the Town and Country Planning (Use
Classes) Order 1987 and as ancillary thereto for the purpose of
the holding of training courses and other organised events
directly linked to the Tenant's business and/or such other uses as
the Landlord may first approve in writing (such approval not to be
unreasonably withheld) provided that no services should be
provided principally to visiting members of the general public.
4.12 RESTRICTIONS ON USER
Not to:
4.12.1 use the address of the Demised Premises (whether for
advertising purposes or otherwise) in a manner which the
Landlord considers detrimental to the reputation of the
Building;
4.12.2 allow or require incoming post to be addressed other than to
the correct personal or business name of the Tenant;
4.12.3 install any window box or receptacle for flowers outside the
Demised Premises;
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4.12.4 xxxx or heat food on the Demised Premises other than by
microwaving pre-cooked food;
4.12.5 do anything which may invalidate any insurance or render any
additional premium payable for the insurance of the Demised
Premises or the Building against any Insured Risk;
4.12.6 use the Demised Premises as a dwelling place or for sleeping,
as a betting office or in connection with gaming or for the
sale of intoxicants for consumption on or off the premises,
for public entertainment, or for any sale by auction; or
4.12.7 cause in the reasonable opinion of the Landlord any nuisance,
damage or disturbance to the Landlord or the occupiers of the
Building or nearby premises.
4.13 ALIENATION
4.13.1 In this sub-clause:
"PERMISSIBLE UNDERLEASE"
means an underlease created by deed, not created on
payment of a fine or premium, and containing the
Stipulated Covenants; and a reservation of and an
underlessee's covenant to pay a rent not less than
the full market rent (obtainable without taking a
fine or premium) for the Demised Premises or the
Permitted Part as the case may be; and provisions for
change of use, alienation and recovery of insurance
premium and service charge corresponding with those
in this Lease.
"PERMISSIBLE UNDERLESSEE"
means a person who has executed a deed giving the
Stipulated Covenants directly to the Landlord;
"STIPULATED COVENANTS"
means the Tenant's covenants and conditions in this
Lease (except the Tenant's covenant to pay the rents
reserved by this Lease).
4.13.2 Not to assign, share, part with the possession or occupation
of, charge or except as hereinafter expressly permitted
underlet any part of the Demised Premises.
4.13.3 Not to underlet the whole of the Demised Premises or a
Permitted Part except to a Permissible Underlessee by a
Permissible Underlease.
4.13.4 Not to part with, or share the possession or occupation of the
Demised Premises except by virtue of an assignment or
underlease authorised under this CLAUSE 4.13
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provided that the Tenant may share occupation of the Demised
Premises with any member of the group of companies of which
the Tenant form part as defined by Section 42 of the Landlord
and Xxxxxx Xxx 0000 provided that no relationship of landlord
and tenant is thereby created.
4.13.5 Not without the prior consent in writing of the Landlord (such
consent not to be unreasonably withheld or delayed subject in
the case of an assignment to sub-CLAUSES 4.13.6-4.13.9):
(a) to assign the whole of the Demised Premises; or
(b) to underlet (including in any derivative manner) the
whole of the Demised Premises or a Permitted Part by
a Permissible Underlease to a Permissible
Underlessee; or
(c) to charge or mortgage in any way the whole of the
Demised Premises.
4.13.6 A refusal of consent to assign will be reasonable if on the
ground (whether or not with other grounds) that in the
reasonable opinion of the Landlord the proposed assignee is
unlikely to be able to meet its obligations under this Lease
having regard to all relevant circumstances.
4.13.7 Sub-CLAUSE 4.13.6 shall be without prejudice to the right of
the Landlord to refuse consent on any other ground or grounds
where such refusal would be reasonable.
4.13.8 It will be reasonable for any consent to assign to be subject
to a condition that the assigning Tenant execute as a deed and
in a form reasonably required by the Landlord and deliver to
the Landlord prior to the assignment in question an authorised
guarantee agreement (as defined in and for the purposes of
section 16 of the Landlord and Tenant (Covenants) Act 1995).
4.13.9 Sub-CLAUSE 4.13.8 shall be without prejudice to the right of
the Landlord to impose further conditions upon a grant of
consent where such imposition would be reasonable.
4.13.10 Not to underlet a Permitted Part except by a Permitted
Underlease excluded by court order from the provisions of
Sections 24-28 (inclusive) of the Landlord and Xxxxxx Xxx 0000
to a Permitted Underlessee.
4.13.11 Not to waive any breach by any underlessee of any of the
Stipulated Covenants, but on any such breach to enforce the
Stipulated Covenants by re-entry or otherwise.
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4.14 REGISTRATION
To produce two certified. copies of every document evidencing any
transmission of any interest (however remote) in the Demised
Premises to the Landlord's Solicitors for registration within one
month after the date of such document, and to pay to the
Landlord's Solicitors a fee of twenty five pounds (L25) plus VAT
for each such registration together with any fee payable to any
Superior Landlord.
4.15 TO PERMIT VIEWING
To permit persons with written authority from the Landlord or its
agent at reasonable times and upon reasonable prior written notice
in the day to view the Demised Premises.
4.16 TO INFORM THE LANDLORD OF NOTICES
To give immediate notice to the Landlord of any notice or claim
affecting the Demised Premises.
4.17 REIMBURSE FEES INCURRED BY LANDLORD
To reimburse the Landlord on written demand all reasonable
expenditure properly incurred in connection with:
4.17.1 any breach of any Tenant's covenant in this Lease, including
the preparation and service of a notice under section 146 of
the Law of Property Xxx 0000; and
4.17.2 the preparation and service of a Schedule of Dilapidations
served during the Term or within six months after the
Termination Date PROVIDED THAT the Landlord will use all
reasonable endeavours to produce an initial draft schedule to
the Tenant six months prior to the Termination Date.
4.18 THE PLANNING ACTS
4.18.1 In this sub-clause:
"PLANNING ACTS"
means every Act for the time being in force relating
to the use, development and occupation of land and
buildings;
"PLANNING PERMISSION"
means any permission, consent or approval given under
the Planning Acts.
4.18.2 To comply with the requirements of the Planning Acts and of
all Planning Permissions relating to or affecting the Demised
Premises or anything done or to be done on them.
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4.18.3 Not to apply for or implement any Planning Permission without
(in each case) the prior written consent of the Landlord.
4.19 ENCROACHMENT AND EASEMENTS
Not to obstruct any windows belonging to the Demised Premises or
the Building nor to permit any encroachment or easement to be made
or threatened against the Demised Premises.
4.20 INDEMNITY
To indemnify and keep indemnified the Landlord from and against
legal liability in respect of all damage actions proceedings suits
claims demands costs damages liability and expenses in respect of
any injury to or the death of any person or damage to any property
movable or immovable by reason of or arising in any way directly
or indirectly out of the repair state of repair condition
existence of any alteration by the Tenant to or the unauthorised
user of the Demised Premises by the Tenant and from all
proceedings costs claims demands of whatsoever nature in respect
of any such liability or alleged liability.
4.21 TO PAY CHARGES
To pay the reasonable charges (including Counsel's Solicitor's and
Surveyor's charges) and disbursements incurred by the Landlord in
connection with any application by the Tenant for consent under
any provision of this Lease where such application is withdrawn or
consent is granted or lawfully refused.
4.22 INTEREST ON OVERDUE PAYMENTS
To pay to the Landlord interest on all sums payable under this
Lease not paid within 21 days following the due date (or if no
date is specified from the date of demand) at the rate of four
pounds per cent per annum above Lloyds TSB Bank plc base lending
rate for the time being in force from the due date (or if no date
is specified from the date of demand) until payment.
4.23 VAT
To pay:
4.23.1 VAT on any consideration in respect of a VAT Supply to the
Tenant by the Landlord subject to the production of a valid
VAT invoice being provided to the Tenant;
4.23.2 a fair proportion of the VAT charged in respect of any VAT
Supply to the Landlord in respect of the Demised Premises or
the Building where such VAT is not recovered by the Landlord
from HM Customs & Excise; and
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4.23.3 to indemnify the Landlord against all VAT which the Landlord
has to repay to HM Customs & Excise (including any under the
capital goods scheme) and against all VAT which is
irrecoverable by the Landlord (together in each case with
interest penalties and costs) due to the disapplication of any
election to waive exemption to tax made by the Landlord
arising in any way from the use of the Demised Premises for an
exempt purpose.
4.24 MANAGEMENT
4.24.1 Not to obstruct, deposit goods or rubbish upon, cause any
nuisance or disturbance on, or endanger any person or vehicle
using any of the Common Parts.
4.24.2 To comply with reasonable regulations notified by the Landlord
to the Tenant as to the use of the Common Parts.
4.25 SUPERIOR INTERESTS
To comply with all covenants affecting the freehold interest in
the Demised Premises but so far only as the same are subsisting
and capable of taking effect and affect the Demised Premises.
5. LANDLORD'S COVENANTS
THE Landlord COVENANTS with the Tenant as follows:
5.1 QUIET ENJOYMENT
That so long as the Tenant pays the rents reserved by and complies
with the Tenant's covenants and conditions in this Lease, the
Tenant shall peaceably hold and enjoy the Demised Premises during
the Term without any lawful interruption by the Landlord or any
person rightfully claiming under or in trust for it.
5.2 TO INSURE
5.2.1 To maintain in a well established insurance office insurance
of the Building against the Insured Risks in their full
reinstatement value (including all professional fees and
incidental expenses) and five years' rents firstly and thirdly
reserved by this Lease subject to such excesses, limitations
and exclusions as the insurers may impose and otherwise on the
usual terms of such insurance office.
5.2.2 When lawful so to do, to expend all moneys received (other
than in respect of loss of rent) from such insurance towards
reinstating so far as practicable the Building following
destruction or damage by an Insured Risk.
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5.2.3 The Landlord shall on the written request of the Tenant (made
not more frequently than half yearly) supply the Tenant with
copies of the relevant extracts of the policy or policies of
insurance and confirmation of payment of the then current
premium.
5.3 TO PROVIDE SERVICES
To supply the Services in accordance with Part II of the Second
SCHEDULE.
6. AGREEMENTS
IT IS AGREED that:
6.1 RE-ENTRY
6.1.1 If any event specified in sub-CLAUSE 6.1.2 occurs the Landlord
may at any time afterwards re-enter the Demised Premises or
any part of them in the name of the whole and this Lease will
then immediately determine. In sub-CLAUSE 6.1.2 reference to
the "1986 ACT" means the Insolvency Xxx 0000.
6.1.2 The events referred to in sub-CLAUSE 6.1.1 are as follows:
(a) any rent reserved remaining unpaid for 21 days after
becoming due and payable and in the case of the rent
first reserved this means whether formally demanded
or not; -
(b) the Tenant failing to comply with any material
obligation which it has undertaken or any condition
to which it is bound under this Lease;
(c) the Tenant (if a company) entering into liquidation
or passing a resolution for winding-up or being
unable to pay its debts within the meaning of
sections 122 and 123 of the 1986 Act or summoning a
meeting of its creditors or any of them under Part I
of the 1986 Act or allowing a petition for an
Administration Order in respect of it to be filed in
court or. a receiver or an administrative receiver
for it being appointed;
(d) the Tenant an a receiving order made against him or
(if individual) having becoming bankrupt or entering
into a composition with his creditors or being unable
to pay or having no reasonable prospect of being able
to pay his debts within the meaning of sections 267
and 268 of the 1986 Act or an interim order `being
made against him under Part VIII of the 1986 Act.
6.1.3 Neither the existence of the Landlord's right under sub-CLAUSE
6.1.1 above nor the consequences of any exercise of that right
are to affect any other right or remedy available to the
Landlord.
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6.2 CESSER OF RENT
If the Demised Premises are destroyed or damaged by any Insured
Risk so as to be unfit for occupation and use and the insurance
effected by the Landlord has not been vitiated or payment of the
policy moneys refused in whole or in part because of any act or
default of or suffered by the Tenant, then the rents first and
third reserved, or a fair proportion of those rents according to
the nature and extent of the damage, shall cease to be payable
until the Demised Premises shall again be fit for occupation and
use.
6.3 NO EASEMENTS
The Tenant shall not be entitled to any rights whether of light
and air or otherwise (save as expressly granted by this Lease)
which would restrict the free user for building or otherwise of
the Building or any adjoining or neighbouring premises. Section 62
of the Law of Property Act 1925 will not apply to this Lease.
6.4 SERVICE OF NOTICES
In addition to any other prescribed mode of service any notices
shall be validly served if served in accordance with section 196
of the Law of Property Xxx 0000 as amended by the Recorded
Delivery Service Xxx 0000 or, in the case of the Tenant, if left
addressed to it on the Demised Premises or sent to it by post or
left at the last known address of it or any of them in Great
Britain.
6.5 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
Unless expressly stated nothing in this Lease will create any
rights in favour of any person pursuant to the Contracts (Rights
of Third Parties) Xxx 0000.
7. JURISDICTION
7.1 The High Court of Justice in England shall have jurisdiction to
enter any action or proceeding whatsoever in respect of this Lease
or any of the provisions of it or any matter or thing arising
thereunder or hereunder or by virtue of or in consequence of this
Lease.
7.2 Except where otherwise provided if any dispute shall arise between
the parties hereto with respect to the construction or effect of
this Lease or any clause or thing contained in this Lease or the
rights, liabilities or duties of the parties under or by virtue of
or arising out of or in consequence of this Lease or any rights
liabilities or duties or otherwise in connection with the Demised
Premises or any proceedings instituted or prosecuted or maintained
it shall be determined by the English courts according to the laws
of England.
IN WITNESS the parties have executed this Lease as a deed the day and year first
before written.
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THE FIRST SCHEDULE
PART I
Description of Demised Premises
1. ALL THAT Basement, Ground, First, Second and Third Floors, together
with plant rooms situate above the Third Floor comprising the Building
known as The Broadwalk shown edged red on the Plan, Ealing Xxxxxxxx
Xxxxxx, Xxxxxx Xxxxxxxx, Xxxxxx X0.
2. There is included in this demise:
2.1 all additions alterations and improvements to the Demised Premises
made at any time;
2.2 all Landlord's fixtures and fittings and plant equipment and
machinery (except the window cleaning cradle) within and
exclusively serving the Demised Premises;
2.3 the window panes (but excluding the whole of the window frames
equipment and fitments forming the windows to the exterior of the
Demised Premises) and the doors door frames equipment and fitments
of the Demised Premises (excluding the revolving door giving
access to the Demised Premises);
2.4 the internal plaster and other surfaces of load bearing walls and
columns within the Demised Premises and of walls dividing the
Demised Premises from adjoining property;
2.5 the whole of all non-load bearing walls within the Demised
Premises;
2.6 the flooring raised floors and floor screeds down to the joints or
other structural parts supporting the flooring of the Demised
Premises;
2.7 the plaster or other surfaces of the ceilings and the whole of any
false ceilings within the Demised Premises and the voids between
the ceiling and any false ceilings; and
2.8 all conduits within and exclusively serving the demised premises,
3. There is excluded from this demise:
3.1 the structural the load-bearing framework joists and external
walls of the Building, parts
3.2 the roof of the Building
3.3 the canopy.
PART II
Easements and Rights Granted
1. The right:
1.1 to use for the purpose of access to and egress from the Demised
Premises with or without articulated vehicles not exceeding 13
metres in length 2.5 metres in width 4.5 metres in height and
rigid vehicles not exceeding 11 metres in length 2.5 metres in
width and 4.5 metres in height the service roads shown by green
lines on the Plan;
1.2 to use for the purpose of loading and unloading goods such one of
the bays as is convenient for the access to the lifts such right
to be exercisable only during the course of such loading and
unloading and during such period only the right to park vehicles
in the said bay and also the right on foot only to trolley goods
from and to the said bay to and from the lifts;
1.3 to use with motor vehicles not exceeding in height 2 metres and in
weight' (laden) 2.5 metric tonnes the car park ramps of the
Adjoining Building leading to and from Windsor Road and to and
from the Grove and the circulation areas of the Development shown
by red lines on the Plan for the purpose of obtaining access to
and egress from the Car Park together with a right to use the
circulation area within the Car Park for obtaining access to and
egress from the Car Parking Spaces
Reserving to the Landlord and the owners from time to time of the
Adjoining Building full and free right and liberty at its or their
expense to alter divert or stop up the said service roads car park
ramps circulation areas or bays subject however to suitable alternative
equally convenient provisions being made by the Landlord or the owner
of the Adjoining Building (as the case may be) and the right to
restrict the hours of entry to the areas over which rights are hereby
granted (in which case the Tenant shall be provided with -a key or such
other facility for obtaining entry outside such restricted hours as may
be appropriate).
Subject always to compliance with and observance by the Tenant its
servants agents underlessees licensees Invitees and visitors of the
following conditions:
1.4 Not to use or cause or permit or suffer to be used the areas over
which rights are hereby granted except for the purposes aforesaid;
1.5 Not to damage or permit or suffer to be damaged the said areas nor
to deposit goods or litter or store refuse thereon nor obstruct or
impede the use by others of the said areas;
1.6 Not to park or permit vehicles to be parked on the said areas over
which rights are granted (save as herein expressly granted);
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1.7 Not to commit or cause any disturbance or nuisance in or upon the
said areas over which rights are hereby granted;
1.8 To observe and perform all reasonable regulations and stipulations
made by the Landlord or the owners of the Adjoining Building
concerning the use of the said areas;
1.9 In the event of the Tenant its servants agents underlessees
licensees invitees and visitors being permitted to use the said
areas outside any restricted hours to take all reasonable security
precautions and to resecure the areas as soon as practicable and
to ensure that any facilities or service utilised during the
period of such entry are switched off and/or made safe and to
indemnify the Landlord and the owners of the Adjoining Building
against all damage and claims arising out of such use.
2. The right of way on foot only over the area coloured yellow on the Plan
for the purpose of servicing the Demised Premises.
3. The right of way on foot only over the area coloured purple on the Plan
so far as is necessary for access to and egress from the Demised
Premises.
4. The right to subjacent support for the Demised Premises from the
remainder of the Building.
5. The free and uninterrupted passage and running of water steam air soil
gas electricity telephone and other services or supplies from and to
the Demised Premises through the existing gutters pipes wires cables
sewers drains mains channels conduits ducts and flues in upon over or
under the Development as at present enjoyed by the Demised Premises
subject to the right of the Landlord or the owners of the Adjoining
Building to alter amend reconstruct or vary the course of such gutters
pipes wires cables sewers drains mains channels conduits ducts and
flues causing as little inconvenience as possible and making good all
damage to the Demised Premises.
6. The right in so far as the Landlord can grant the same in case of
emergency (and drill) only to use or pass along such means of escape
across fire escapes (if any) provided in or enjoyed by the Building.
7. The exclusive right to park not more than one private motor vehicle in
each of the Car Parking Spaces from Mondays to Fridays only and on
Saturdays and Sundays and public holidays such right to be in common
with others authorised by the Landlord.
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PART III
Easements and Rights Reserved
1. SUPPORT
The right to subjacent and lateral support for the remainder of the
Building from the Demised Premises.
2. RUNNING OF SERVICES
The free passage of Supplies from and to the remainder of the Building
through Conducting
Media at any time within the Demised Premises.
3. ENTRY IN RESPECT OF SERVICES ETC.
The right to install, clean, maintain, alter, make connections to,
replace or repair any Conducting Media within the Demised Premises but
serving the Building and the right to enter the Demised Premises for
those purposes.
4. ENTRY FOR MANAGEMENT PURPOSES
The right to enter on the Demised Premises to inspect, repair, alter,
decorate or execute any other works upon the Building, or to carry out
any Services or for any other reasonable management purpose.
5. ESCAPE
5.1 The right of way in case of emergency (and drill) only to use or
pass along the means of escape at ground floor level shown hatched
xxxxx on the Plan for the Tenant from time to time of 55 Broadway.
5.2 The right of emergency escape over any parts of the Demised
Premises as are designated for such purpose.
6. SCAFFOLDING
The right to attach scaffolding to or place it on the Demised Premises
in the exercise of any rights reserved in this Part III of the First
SCHEDULE.
7. SUPERIOR INTERESTS
All exceptions and reservations out of any lease to which this Lease is
inferior, or out of the freehold interest in the Demised Premises.
8. COMMON PARTS: REDEVELOPMENT
8.1 The right, in emergency or when works are being carried out to
them on giving 48 hours prior written notice (except in cases of
emergency), to close off or divert any of the Common Parts.
8.2 The right to stop up or divert any Conducting Media or other
Common Parts subject to a reasonable alternative being made
available.
8.3 The right to build upon, alter, add to or redevelop the Building
or any adjoining or neighbouring premises as the Landlord
considers fit, whether or not the access of light and air to the
Demised Premises is interfered with.
-4-
THE SECOND SCHEDULE
Services and Service Charges
PART I
Administrative Provisions
1. The accounting period shall be the year or other period ending on each
Thirty first day of March or otherwise as reasonably stipulated by the
Landlord in writing.
2. As soon as practicable after the end of each accounting period the
Landlord will supply the Tenant with a statement (which save for any
manifest error shall be binding on the parties)' of the expenditure
incurred by the Landlord in respect of the Services, and of the Service
Charge payable for, that accounting period.
3. Pending the ascertainment of the Service Charge for each accounting
period the Tenant shall pay, by equal quarterly payments on the four
usual quarter days, such provisional sum by way of Service Charge as
the Landlord shall reasonably require.
4. When the actual Service Charge for each accounting period has been
ascertained any surplus Service Charge due from or paid by the Tenant
shall be added to or subtracted from (as the case may be) the next
payment or payments to be made by the Tenant under PARAGRAPH 3, except
that an amount owing at the Termination Date shall be paid or repaid as
the case may be.
5. The occurrence of the Termination Date shall not prejudice the Tenant's
obligation to pay or the Landlord's entitlement to recover Service
Charge or insurance premiums upon demand made after the Termination
Date where these have not been quantified prior to the Termination Date
but relating to Service Charge or insurance premiums for the period up
to the Termination Date.
6. Upon prior appointment the Landlord will permit the. Tenant to attend
at its offices to inspect receipts and vouchers relating to the Service
Charge.
PART II
Landlord's Obligations
In accordance with the principles of good estate management the Landlord will
supply the Services in efficient and economical manner. The Landlord:
1. may employ agents, contractors or others as from time to time it thinks
fit; and
2. shall not be responsible for any temporary delay or stoppage in the
supply of the Services due to any circumstances outside the Landlord's
control, but shall take all reasonable steps to restore the supply as
soon as practicable.
PART III
Services
1. Maintaining running repairing (and where beyond economic repair
renewing rebuilding replacing) cleansing draining emptying lighting
(including the renewal and replacement of bulbs tubes and light
fittings) and repainting as often as may be reasonably necessary all
Common Parts all main walls party walls and the foundations roof
exterior (including the canopy) and structure of the Building and all
pipes wires ducts drains sewers conduits and any other easements
services or things (if any) the use of which is common to the Building
and the nearby premises which are used in common by the occupiers of
the Building.
2. Erecting maintaining repairing renewing and replacing signboards
notices or other attachments upon the exterior of the Building the
Common Parts or the nearby premises.
3. Any costs which may be made by the Local Authority on the Building as a
whole (e.g. special collection of refuse).
4. Rates and any other similar charges (if any) charged on the Common
Parts.
5. Water sewerage and environmental charges levied upon the Building or
the nearby premises including any further charges that the relevant
authorities may from time to time impose but not where such supply or
charges just relate to a lettable part or parts of the Building or the
nearby premises.
6. Refuse collection if charged to or undertaken by the Landlord.
7. Employing (if the Landlord shall consider necessary) supervisory staff
security staff porters etc. employed for the use of the Common Parts or
the nearby premises including remuneration statutory contributions and
any reasonably :associated costs and overheads.
8. Inspecting maintaining repairing operating and running the barrier
system regulating access to the Car Park equipment for the control or
monitoring of lighting in the Common Parts and any other equipment
(hereinafter referred to as "the machinery") used in providing
Services.
9. An amount (to be revised annually by the Landlord at its discretion)
towards the estimated cost of replacing and renewing the machinery at
the appropriate times together with any balancing amount needed if in
the year the expenditure is made the accumulated amounts are less than
the actual expenditure.
-2-
10. Periodical repaintings and cleansings of the exterior of the Building
exterior of the windows (the cleansing of which shall take place at
least once every three months) and window frames (where necessary for
the purposes of the Landlord's repairing obligations under this Lease)
including the maintenance repair and testing of the window cleaning
cradle equipment.
11. Maintenance contracts for the machinery in connection with the Services
such contracts being at a proper cost.
12. The provision repair maintenance renewal or replacement of all
appropriate security arrangements systems and equipment in respect of
the Common Parts, the external areas of the Building and the nearby
premises.
13. Provision repair maintenance renewal or replacement and service
agreements for fire protection fire fighting fire warning and fire
escape arrangements and equipment in respect of the Common Parts and
nearby premises including the cost of compliance with or appeal against
any relevant legislation regulation condition or requirement.
14. Property Owners Indemnity Insurance in respect of the Building and the
nearby premises generally.
15. Painting repainting cleaning and redecorating and landscaping the
Common Parts.
16. The control of rodents birds pests insects or animals frequenting or
resorting to the external areas of the Building or the nearby premises.
17. The execution of all works, and the provision and maintenance of all
installations equipment plant machinery and arrangements which by or
under any Act of Parliament nor or hereafter passed or by any
Government Department Local Authority or Public Authority or duly
authorised officer or Court of competent jurisdiction acting under or
in pursuance of any enactment are or may be directed to be executed
provided or maintained at the Building.
18. All sums incurred by or chargeable to the Landlord in connection with
repairing maintaining reconstructing cleansing ventilating lighting
draining insuring and managing (including rates and other charges
imposed by statute) the service roads car park ramps and circulation
areas of the Adjoining Building together with all sums incurred in
enforcing the obligations owed to the Landlord by the freeholder and
headlessees of the Adjoining Building in connection with the repair
maintenance and other matters relating- to parts of the Adjoining
Building.
19. Management charges meaning either (a) the reasonable fees and expenses
charged by the Landlord's agents or (b) if the work is carried out by
the Landlord's own staff then an allowance up to a maximum of 10 per
cent having regard to the extent of the work involved in or about the
management of the Building and the nearby premises generally including
any audit fee in connection therewith.
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20. The reasonable cost of such (if any) further services as may be
provided at any time during the term by the Landlord acting in
accordance with the principles of good estate management for
maintaining and securing the facilities and amenities of the Building
generally.
EXECUTED as a DEED by )
EALING BROADWAY (NO. 1) LIMITED )
acting by:- ) (Illegible Signature)
Director/Authorised Signatory
Director/Secretary
EXECUTED as a DEED by )
EALING BROADWAY (NO.2) LIMITED )
acting by:- ) (Illegible Signature)
Director/Authorised Signatory
Director/Secretary
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