Exhibit 10.27
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DATED 27th OCTOBER 1997
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SMITHS INDUSTRIES PLC (1)
4 FRONT GROUP PLC (2)
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L E A S E
of First Ground and Basement floors
Xxxxxxxxx Xxxxx, 00 Xxxxxx Xxxxxx,
Xxxxxx XX0
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Commencing 15 July 1997
Term of years Five
Expires 14th July 2002
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[Note: This lease is an internal repairing and insuring lease with full
service charge of part of a building "standing alone" and is a new
lease for the purposes of the Landlord and Tenant (Covenants) Act
1995]
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DIBB XXXXXX XXXXX
000 Xxxxxx Xxxx
Xxxxxx XX0X 0XX
Ref: [PARFITTM]\WPDATA\DUMP\4FRONT.LE
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INDEX
(for reference purposes only)
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Clause Heading Page Number
1 PARTICULARS 1
2 DEFINITIONS AND INTERPRETATION 2
3 DEMISE AND RENT 8
4 TENANT'S COVENANTS 8
4.1 Rent 8
4.2 Outgoings 9
4.3 Interest on arrears 9
4.4 Service charge 10
4.5 Repairs 10
4.6 Decoration 11
4.7 Alterations 11
4.8 Entry 13
4.9 Use 14
4.10 Alienation 16
4.11 Registration of documents 20
4.12 Ineligible use for VAT purposes 20
4.13 Compliance with statutes 22
4.14 Planning/environmental matters 22
4.15 Easements 24
4.16 Notifications 25
4.17 Defects 25
4.18 Fire fighting 25
4.19 Advertisements/aerials 26
4.20 Notice boards 26
4.21 Expenses 26
4.22 New guarantor 27
4.23 Indemnity 28
4.24 Yield up 28
4.25 VAT 29
4.26 Regulations 29
4.27 Observe covenants 29
5 LANDLORD'S COVENANTS 30
5.1 Quiet enjoyment 30
5.2 Services 30
5.3 Superior Lease 30
6 INSURANCE 31
6.1 Tenant's obligations 31
6.2 Abatement of rent 32
7 PROVISOS 33
7.1 Forfeiture 33
7.2 Exclusion of use warranty 34
L E A S E dated and delivered 27th October 1997
BETWEEN the Landlord and the Tenant named in the Particulars hereunder
WITNESSES as follows:
1 PARTICULARS
1.1 Landlord: SMITHS INDUSTRIES PLC (company number
137013 England) whose registered office
is at 000 Xxxxxxxx Xxxx Xxxxxx XX00 0XX
1.2 Tenant: 4 FRONT GROUP PLC (company number
2278419 England) whose registered office
is at 00X Xxxxxx Xxxxxx Xxxxxx XX0X 0XX
1.3 Premises: the premises shortly known as First
Ground and Basement Floors Xxxxxxxxx
Xxxxx 00 Xxxxxx Xxxxxx Xxxxxx XX0
1.4 Contractual Term: 5 years from and including 15th July
1997
1.5 Rent Commencement Date: 15th July 1997
1.6 Rent: (1) From the 15th day of July 1997 until
the 14th day of July 1998 THIRTY SIX
THOUSAND SIX HUNDRED POUNDS
((pound)36,600) per annum (exclusive of
VAT)
(2) From the 15th day of July 1998 and
thereafter during the remainder of the
Term SIXTY TWO THOUSAND THREE HUNDRED
POUNDS
-1-
((pound)62,300) per annum (exclusive of
VAT)
1.7 Permitted Use: The preparation development and sale of
computer hardware software and
associated computer equipment and
ancillary office use and storage/loading
area
1.8 Superior Lease: means an underlease dated 11th July 1975
and made between (1) Fifty-Seven Xxxxxx
Garden Limited (2) the Landlord (then
known as Smiths Industries Limited)
2 DEFINITIONS AND INTERPRETATION
2.1 In this Lease wherever the context so admits the following
expressions shall have the following meanings respectively:
2.1.1 "1995 Act" means the Landlord and Tenant
(Covenants) Xxx 0000
2.1.2 "Apparatus" means all passenger lifts passenger
lift shafts water treatment plant boilers heating
and ventilation systems generators and all other
plant machinery and equipment belonging to or in
the control of the Landlord in or about or serving
the Building including (without prejudice to the
generality of the foregoing) the Conduits
2.1.3 "Approval Date" means in relation to an
application to the Landlord for consent hereunder
the date on which such consent is granted
2.1.4 "Building" means the Landlord's building known as
Xxxxxxxxx Xxxxx 00 Xxxxxx Xxxxxx Xxxxxx XX0
including service areas within the curtilage
thereof together with all landlord's buildings
structures additions improvements fixtures and
fittings from time to time therein thereunder or
thereon
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and forming part of such building and the
appurtenances thereof
2.1.5 "Common Parts" means the forecourts entrance halls
corridors landings toilet accommodation passenger
lifts passenger lift shafts staircases and all
other areas or parts of the Building which from
time to time during the Term are provided by the
Landlord for common use and enjoyment by the
tenants and occupiers of the Building and all
persons expressly or by implication authorised by
them
2.1.6 "Conduits" means all wires pipes sewers drains
cables ducts shafts gullies flues gutters
watercourses soakaways and other like conducting
media of whatsoever nature (including all meters
used in connection with them) which now are or may
hereafter during the Perpetuity Period be laid
2.1.7 "Decorate" means to paint repaper or otherwise
treat as the case may be all surfaces usually or
requiring to be so treated having first prepared
such surfaces by stripping off and priming as may
be necessary and to wash down all washable
surfaces and to restore point and make good all
brickwork where necessary and to grain or varnish
any parts usually so protected all decoration
being carried out with good quality materials and
in a good and workmanlike manner and where
painting is involved not less than two coats being
applied to the outside and two coats to the inside
2.1.8 "Environmental Protection Act" means the
Environmental Protection Xxx 0000 and any Act or
Acts amending replacing or modifying such Act for
the time being in force or of a similar nature and
all orders and regulations thereunder for the time
being in force
2.1.9 "Floor Plans" means the annexed plans so entitled
2.1.10 "Group Company" means a company which is a member
of the same group of companies as the Tenant (as
defined in
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Section 42 of the Landlord and Xxxxxx Xxx 0000 (as
amended))
2.1.11 "Guarantor" means the party (if any) stated as
such in the Particulars and includes the personal
representatives of the Guarantor and any other
person who may from time to time guarantee all or
any of the Tenant's obligations under this Lease
2.1.12 "ineligible use for VAT purposes" means a use by
the Tenant of the Premises which has the effect
that a supply of the Premises by the Landlord to
the Tenant is not a taxable supply notwithstanding
that the Landlord may have made an election to
waive the exemption from VAT pursuant to Schedule
10 to the Value Added Tax Xxx 0000
2.1.13 "Insured Risks" means the risks against which the
Superior Landlord insures under the terms of the
Superior Lease
2.1.14 "Landlord" means the person for the time being
entitled to the reversion immediately expectant on
the determination of the Term (being at the date
hereof the party stated as such in the
Particulars)
2.1.15 "Landlord's Surveyor" means any person appointed
by or acting for the Landlord including an
employee of the Landlord to perform the function
of a surveyor for any purposes of this Lease
2.1.16 "Lease" means this Lease (including any Schedule
hereto) and any document which is supplemental
hereto or which is collateral herewith or which is
entered into pursuant to or in accordance with the
terms hereof
2.1.17 "Letting Units" means the parts of the Premises
comprising either a single unit comprising both
the basement and ground floors or a single unit
comprising the whole of the first floor and
"Letting Unit" shall mean any of such parts as the
context requires
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2.1.18 "Particulars" means the particulars in Clause 1
2.1.19 "Permitted Use" means the use stated as such in
the Particulars
2.1.20 "Perpetuity Period" means the period of twenty one
years commencing on the date of this Lease being
the perpetuity period for the purposes of Section
1 of the Perpetuities and Accumulations Xxx 0000
applicable to this Lease
2.1.21 "Planning Acts" means the Town and Country
Planning Xxx 0000 the Planning (Listed Buildings
and Conservation Areas) Xxx 0000 the Planning
(Hazardous Substances) Xxx 0000 the Planning
(Consequential Provisions) Xxx 0000 and the
Planning and Compensation Xxx 0000 and any Act or
Acts amending replacing or modifying any of such
Acts for the time being in force or of a similar
nature and all orders and regulations thereunder
for the time being in force
2.1.22 "Premises" means the premises so stated in the
Particulars and as more particularly described in
Part 1 of Schedule 1 and each and every part
thereof together with all additions alterations
and improvements thereto which may be carried out
during the Term
2.1.23 "Rent Commencement Date" means the date stated as
such in the Particulars
2.1.24 "Rent Days" means 25th March 24th June 29th
September and 25th December in each year and "Rent
Day" shall mean any of such days as the context
requires
2.1.25 "Retained Parts" means those parts of the Building
which are from time to time retained by the
Landlord and made available for use for the
management maintenance or security of the Building
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2.1.26 "Service Charge" shall have the meaning ascribed
thereto in Schedule 2
2.1.27 "Stipulated Rate" means in relation to interest
the rate per annum of four per centum above the
Barclays Bank Plc base rate from time to time (or
where such base rate is not quoted over such other
rate as would in the reasonable opinion of the
Landlord be the nearest equivalent thereto if such
base rate were quoted)
2.1.28 "Structure" means the foundations external walls
(including exterior of the window frames therein)
load bearing walls supporting columns stanchions
beams supports timbers and girders floors roofs
and other structural parts of the Building
2.1.29 "Tenant" means the party stated as such in the
Particulars and shall include such party's
successors in title to this Lease
2.1.30 "Term" means the Contractual Term together with
any continuation or extension thereof (whether
statutory or by the Tenant holding over or for any
other reason)
2.1.31 "VAT" means value added tax or any tax of a
similar nature that may be substituted for it or
levied in addition to it
2.2 In this Lease unless there be something in the subject or
context inconsistent therewith:
2.2.1 Where the expressions "the Tenant" or "the
Guarantor" (if any) include two or more persons
they shall include the plural number and
obligations expressed or implied to be made by or
with any of such persons shall be deemed to be
made by or with such persons jointly and severally
2.2.2 Any covenant by the Tenant not to do or omit to do
an act or thing shall be deemed to include an
obligation not to
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permit or suffer such act or thing to be done or
omitted to be done as the case may be
2.2.3 Any reference to parting with possession shall be
deemed to include sharing possession and any
occupation whatsoever by a licensee
2.2.4 Any reference in this Lease to the Landlord's
consent shall include where necessary the consent
of both the Landlord and all superior landlords
(if any)
2.2.5 Any references to a right exercisable by the
Landlord shall include where necessary the
exercise of such right by all superior 1andlords
(if any) and al1 persons authorised by the
Landlord or any superior landlord
2.2.6 Any reference to a statute shall include any
statutory extension or modification or
re-enactment of such statute and any order
instrument plan regulation permission or direction
made or issued thereunder or deriving validity
therefrom
2.2.7 Words importing the singular meaning shall include
the plural meaning and vice versa and words
importing the masculine feminine and neuter
genders shall include the other or others of such
genders
2.2.8 The clause and paragraph headings and the index
are for convenience only and shall not affect the
construction of this Lease
2.2.9 For the avoidance of any doubt expressions used in
the Particulars shall have the same meanings when
used elsewhere in this Lease
2.2.10 Any reference to a clause subclause paragraph or
schedule shall be a reference to the clause
subclause or paragraph of or schedule to this
Lease so numbered
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3 DEMISE AND RENT
In consideration of the rents hereinafter reserved and of the
covenants and conditions hereinafter contained the Landlord HEREBY
DEMISES unto the Tenant ALL THAT the Premises TOGETHER WITH so far as
the Landlord can grant the same the rights (if any) contained or
referred to in Part 2 of Schedule 1 EXCEPT AND RESERVING as provided
in Part 3 thereof TO HOLD the same SUBJECT to and (insofar as the
Landlord has the power to grant the same) with the benefit of the
matters (if any) referred to in Part 4 of that Schedule unto the
Tenant for the Contractual Term YIELDING AND PAYING therefor unto the
Landlord yearly during the Term and so in proportion for any less
period than a year without any deduction FIRST the clear yearly Rent
(exclusive of VAT) as specified in Clause 1.6 of the Particulars such
rent (if the Landlord so requires) to be paid by banker's standing
order direct debit or other accepted means for the transmission of
money which the Landlord may from time to time reasonably nominate by
equal quarterly payments in advance on the four Rent Days in every
year the first payment (for the period beginning on the Rent
Commencement Date and ending on the day preceding the next succeeding
Rent Day and calculated by multiplying the said yearly rent by the
fraction of which the numerator is the number of days between those
dates (both included) and the denominator is 365) to be made on the
date hereof SECONDLY by way of additional rent all such monies as
shall become payable in accordance with Clause 4.3 THIRDLY by way of
additional rent all such monies as shall become payable in accordance
with Clause 4.4 and Schedule 2 FOURTHLY by way of additional rent on
demand all such monies as shall become payable in accordance with
Clause 6.1.1 and 6.1.2 and FIFTHLY by way of additional rent all other
amounts (including VAT) payable to the Landlord under this Lease
4 TENANT'S COVENANTS
The Tenant for itself and (subject to the provisions of the 0000 Xxx)
its successors in title and assigns HEREBY COVENANTS with the Landlord
as follows:
4.1 Rent
To pay the several rents reserved by this Lease at the times
and in manner aforesaid without any deductions and not to
exercise or seek
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to exercise any right or claim to withhold rent or any right
or claim to legal or equitable set-off
4.2 Outgoings
4.2.1 To bear pay and discharge and indemnify the
Landlord against all existing and future rates
taxes duties levies charges assessments
impositions and outgoings whatsoever whether
parliamentary parochial local or of any other
description and whether or not of a capital or
non-recurring nature which are now or may at any
time hereafter during the Term be charged levied
assessed or imposed upon or payable in respect of
the Premises or any part thereof or upon any owner
or occupier or other person interested in respect
thereof except only taxation (other than VAT)
assessed upon the Landlord in respect of its
revenue derived from its reversionary interest in
the Premises or any dealing by it therewith
4.2.2 If the Landlord shall suffer any loss of rating
relief which may be applicable to empty premises
after the end of the Term by reason of such relief
being allowed to the Tenant in respect of any
period before the end of the Term to make good
such loss to the Landlord
4.2.3 To be solely responsible for and promptly to pay
all costs and charges for water gas electricity
telephone and any other services used or consumed
in the Premises including all meter rents and
standing charges but so that the Landlord shall
not be responsible for any interruption or failure
in the supply of any such services
4.3 Interest on arrears
If and whenever the Tenant shall fail to pay the rents or
any other monies due under this Lease on the due date
(whether formally demanded or not) or the Landlord shall
with good reason refuse to accept the same then (without
prejudice to any other right or remedy of the Landlord
including the right of re-entry hereinafter
-9-
contained) the Tenant shall pay to the Landlord (whether
formally demanded or not) interest at the Stipulated Rate on
such rents or other monies as the case may be from the date
when the same became due until payment thereof (as well
after as before judgment)
4.4 Service charge
To pay to the Landlord the Service Charge in accordance with
Schedule 2;
4.5 Repairs
4.5.1 At all times during the Term to keep and maintain
the Premises in good and substantial repair and
condition (damage by the Insured Risks excepted
save to the extent that payment of any insurance
monies be withheld by reason of or arising out of
any act omission neglect or default of the Tenant
or any sub-tenant or their respective servants
agents licensees or invitees)
4.5.2 To keep in good and safe repair all Conduits
exclusively serving the Premises and to indemnify
the Landlord against all liability howsoever
arising from any failure to repair or the misuse
or overloading of any Conduits serving the
Premises
4.5.3 To maintain in good and serviceable repair and
condition the Landlord's fixtures and fittings and
all plant machinery and equipment in or upon and
exclusively serving the Premises and to replace
such of them as may become worn out lost unfit for
use or destroyed by substituting others of a like
or more modern nature and of good quality and if
the Landlord shall at any time so require to enter
into agreements upon terms first approved in
writing by the Landlord with the manufacturers
thereof or with approved maintenance contractors
for the regular inspection and servicing of the
same
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4.5.4 To remedy any breach of covenant and to repair and
make good all defects decays and wants of repair
in respect of the Premises of which notice in
writing shall be given by the Landlord to the
Tenant and for which the Tenant may be liable
hereunder within one calendar month after the
giving of such notice provided that in the case of
default by the Tenant it shall be lawful for (but
not obligatory upon) the Landlord (but without
prejudice to the right of re-entry hereinafter
contained or other rights of the Landlord with
regard thereto) to enter upon the Premises and
remedy the breach and/or make good such defects
decays and wants of repair and the cost thereof
and all expenses (including Surveyors' and other
professional fees) together with interest thereon
at the Stipulated Rate from the date of
expenditure by the Landlord until payment by the
Tenant as well after as before judgment shall at
the option of the Landlord be a debt due from the
Tenant to the Landlord and be forthwith
recoverable by action
4.5.5 To keep the Premises clean and in a neat and tidy
condition and keep all rubbish and waste in
enclosed receptacles on the Premises or where the
Landlord directs and to empty the same at least
once a week
4.5.6 To clean as often as may be requisite the inside
of the window panes and frames of the Premises
4.6 Decoration
In the last three months of the Term howsoever determined in
a tint or colour to be approved by the Landlord's Surveyor
to Decorate the inside of the Premises
4.7 Alterations
4.7.1 Not to cut injure maim remove or alter the
Structure or any part thereof nor to merge the
Premises with any adjoining premises
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4.7.2 Not to make any alteration or addition (whether
structural or non-structural) to the exterior of
the Premises or to the external appearance of the
Premises
4.7.3 Not to make or carry out any internal
non-structural alteration or addition whatsoever
of in or to the Premises except
4.7.3.1 with the prior written consent of the
Landlord (which shall not be
unreasonably withheld or delayed)
4.7.3.2 subject to such terms and conditions
(including provision for reinstatement
at the Tenant's cost on the expiration
or sooner determination of the Term) as
the Landlord may require
4.7.3.3 in accordance with drawings and
specifications previously submitted in
triplicate to and approved in writing by
or on behalf of the Landlord (such
approval not to be unreasonably withheld
or delayed) and
4.7.3.4 after having obtained and supplied to
the Landlord copies of all requisite
consents licences and permissions for
the carrying out of such works from any
local public or other authority or body
and after the Landlord shall have
notified the Tenant in writing that the
same are satisfactory to it (such
notification not to be unreasonably
withheld or delayed)
4.7.4 Notwithstanding the provisions of sub-clause 4.7.3
the Tenant shall be entitled to erect and
dismantle internal demountable partitioning
without obtaining the consent of the Landlord
subject to giving notice of any partitioning
erected or dismantled within 10 working days and
subject to reinstating the Premises at the cost
of the Tenant if
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required by the Landlord at the expiration or
sooner determination of the Term
4.7.5 Subject as aforesaid not to make or carry out any
alteration addition or extension to any of the
Conduits within and exclusively serving the
Premises except with the prior written consent of
the Landlord (which shall not be unreasonably
withheld or delayed) and in accordance with the
relevant codes of practice of the statutory
undertaker concerned and to supply to the Landlord
upon request an adequate drawing or drawings
showing the actual position of all Conduits within
the Premises installed amended or extended by the
Tenant
4.7.6 In the event of the Tenant failing to observe this
covenant it shall be lawful for the Landlord and
its agents or surveyors with or without workmen
and others and all persons authorised by the
Landlord with any necessary materials and
appliances to enter upon the Premises and remove
any alterations or additions and execute such
works as may be necessary to restore the Premises
to their former state and the cost thereof and all
expenses (including surveyors' and other
professional fees) together with interest thereon
at the Stipulated Rate from the date of
expenditure by the Landlord until payment by the
Tenant as well after as before judgment shall be a
debt due from the Tenant to the Landlord and be
forthwith recoverable by action
4.8 Entry
To permit the Landlord and its agents and all persons
authorised by them with or without workmen and appliances at
all reasonable times upon giving at least twenty four hours
notice (except in the case of emergency) to enter the
Premises
4.8.1 to examine the state of repair and condition
thereof
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4.8.2 to check and take inventories of the Landlord's
fixtures and fittings and the plant machinery and
equipment therein
4.8.3 to repair and maintain the Premises
4.8.4 to repair and maintain or execute any work upon
the Building or any part thereof or any Landlord's
fixtures and fittings or the Apparatus therein
(including the installation of additional or the
extension of existing plant machinery equipment
services utilities and systems) or to cleanse
empty repair or renew any Conduits or for the
provision of any of the Services referred to in
Schedule 2 all physical damage occasioned thereby
to the Premises being made good as soon as
reasonably possible and causing as little
disturbance as reasonably possible
4.8.5 to gain access to the Retained Parts or the
Apparatus where access cannot reasonably be
obtained by an alternative route
4.8.6 for any other purpose (including measurement and
inspection in relation to any renewal of this
Lease) connected with the interest of the Landlord
in the Building or any dealing therewith or
4.8.7 to exercise the rights herein excepted and
reserved
4.9 Use
4.9.1 Subject always to the following provisions of this
Clause 4.9 and Clause 4.13 not to use the Premises
otherwise than for the Permitted Use or for such
other use to which the Landlord shall give its
consent in writing such consent not to be
unreasonably withheld or delayed and in accordance
with the requirements and conditions of any
planning permission authorising such use from time
to time
4.9.2 Not to do on the Premises anything which may be
illegal or immoral or a nuisance or annoyance or
cause danger or
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injury or damage to the Landlord or any tenant or
any neighbouring owner or occupier and to pay all
costs charges and expenses incurred by the
Landlord in abating a nuisance and in executing
such works as may be required to xxxxx a nuisance
in obedience to any notice served upon the
Landlord in respect of or incidental to the
Premises or the use thereof
4.9.3 Not to use the Premises for any noxious noisy or
offensive trade or business and not to hold any
sale by auction or public show nor keep any live
animals or birds on the Premises and not to allow
on the Premises anything which is or may become
dangerous offensive combustible inflammable
radioactive or explosive
4.9.4 Not to trade or display goods outside the Premises
nor to cause any obstruction outside the Premises
4.9.5 Not to use on the Premises any machine (other than
machinery normally associated with the Permitted
Use and which where appropriate shall be mounted
so as to minimise noise and vibration) without the
written consent of the Landlord and not to use on
the Premises any machinery or sound reproduction
or amplifying equipment which shall be noisy or
cause vibration or be a nuisance disturbance or
annoyance to the Landlord or the owners and/or
occupiers of any adjoining or neighbouring
premises
4.9.6 Not to do anything which imposes any excessive
load or strain on the Structure or the Apparatus
or the workings thereof
4.9.7 Not to suffer or permit any person- to reside or
sleep on the Premises
4.9.8 Not to discharge anything into the Conduits
serving the Premises which will be corrosive or
harmful or which may cause any obstruction or
deposit therein
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4.9.9 Not to commit any waste upon or to the Premises
4.9.10 Not to use the Premises as an office for a
government agency or other public authority which
would involve the attendance thereat of members of
the public for the purpose of seeking employment
or enroling for or collecting any statutory social
security health insurance or other benefit payment
or applying for or collecting any licence passport
certificate or similar document or paying thereat
any imposition or financial liability
4.9.11 If the Premises are continually unoccupied for
more than one month to provide security and
caretaking arrangements to afford the Premises
reasonable protection against vandalism theft or
unlawful occupation
4.9.12 Not to use the passenger lifts in the Building for
the movement of materials or goods
4.9.13 Not to park vehicles in the service areas of the
Building except whilst loading or unloading goods
to or from the Premises and in accordance with the
directions of the Landlord
4.9.14 Not to obstruct others lawfully using the Common
Parts and to use the same in a reasonable manner
and in accordance with any reasonable regulations
made by the Landlord from time to time in regard
thereto
4.10 Alienation
4.10.1 Not to assign or charge part only of the Premises
4.10.2 Save for an underletting in accordance with the
succeeding provisions of this Clause not to
underlet the whole or any part of the Premises or
to part with possession of or share occupation of
the whole or any part of the Premises and not to
permit any person deriving title under the Tenant
by way of permitted underlease so to do in respect
of the Premises
-16-
which shall satisfy the requirements set
out in Schedule 4
4.10.4.3 there are not outstanding at the
Approval Date are arrears of rent or
other monies due to the Landlord under
this Lease
4.10.4.4 the assignee is not a person who in the
reasonable opinion of the Landlord will
use the Premises for an ineligible use
for VAT purpose
4.10.5 Subject as aforesaid not to underlet the whole of
the Premises or any part thereof (being a part
which comprises only a Letting Unit or Letting
Units) without the prior written consent of the
Landlord (which shall not be unreasonably withheld
or delayed)
4.10.6 To procure in the case of any permitted
underletting of the Premises (whether mediate or
immediate) that on or before the grant of the
relevant underlease:
4.10.6.1 the underlessee shall covenant with the
Landlord by deed to observe and perform
the Tenant's covenants and conditions in
this Lease (except the covenant to pay
rent) (so far as the same relate to the
part of the Premises comprised in the
underlease) and those of the underlessee
in the relevant underlease
4.10.6.2 if the Landlord shall so require a
guarantor or guarantors acceptable to
the Landlord shall covenant (if more
than one jointly and severally) with the
Landlord to guarantee the observance and
performance by the underlessee of its
covenants to be contained in such
underlease such guarantee to be given
(mutatis mutandis) in the form of the
provisions contained in Schedule 3
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4.10.7 To procure that any permitted underlease immediate
or mediate contains:
4.10.7.1 covenants by the underlessee with the
underlessor prohibiting the underlessee
from doing or allowing any act or thing
on or in relation to the premises
demised by such underlease inconsistent
with or in breach of the Tenants
obligations in this Lease
4.10.7.2 a condition for re-entry by the
underlessor on breach of any covenant by
the underlessee
4.10.7.3 an absolute prohibition on any further
undersetting or parting with possession
or sharing of occupation of the premises
demised by the underlease (save by way
of assignment of the whole thereof)
4.10.7.4 a prohibition on any assignment of the
whole of the premises demised by the
underlease without the consent of the
Landlord and a right for the Landlord to
require a guarantor or guarantors (as
aforesaid) in respect of any assignee of
an underlessee
4.10.7.5 in the case of an underlease of part
only of the Premises an agreement duly
authorised by an Order of a Court of
competent jurisdiction excluding in
relation to that underlease the
provisions of sections 24 to 28 of the
Landlord and Xxxxxx Xxx 0000 (as
amended) or any modification or
re-enactment thereof
4.10.8 To enforce performance by every such underlessee
of the covenants and conditions in his underlease
and not to release or waive any such covenants or
conditions
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4.10.9 Upon every application for consent required by
this clause to disclose to the Landlord such
information as to the terms proposed as the
Landlord may require
4.10.10 Not to enter into any variation of the terms of
any underlease nor to accept a surrender of the
same in respect of part only (as opposed to the
whole) of the premises underlet
4.11 Reqistration of documents
4.11.1 Within one month after any assignment or any
transmission or other Revolution relating to the
Premises or any part thereof to give notice
thereof to the Landlord's solicitor and to furnish
him with a certified copy of any document relating
thereto and to pay to the Landlord's solicitor a
reasonable fee (not being less than (pound)30)
plus VAT thereon
4.11.2 To supply to the Landlord on request the names and
addresses of any tenant deriving title from the
Tenant (whether mediately or immediately) together
with details of the rent payable by any such
tenant and the other terms of such tenancy
4.11.3 To supply to the Landlord any details required by
the Landlord pursuant to Section 40 of the
Landlord and Xxxxxx Xxx 0000 and to supply the
Landlord with full details of any notices given
pursuant to Section 25 of the Landlord and Xxxxxx
Xxx 0000 by the Tenant to any sub-tenant and full
details of any notices received by the Tenant from
any sub-tenant pursuant to Section 26 of the
Landlord and Xxxxxx Xxx 0000
4.12 Ineligible use for VAT purposes
4.12.1 To notify the Landlord in writing within thirty
days of ceasing to use the Premises for an
ineligible use for VAT purposes if the Premises
were at the most recent time of supply so used or
of starting to use the Premises for an
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ineligible use for VAT purposes if the Premises
were at the most recent time of supply not so used
4.12.2 Within thirty days of receiving a request in
writing from the Landlord to provide the Landlord
with evidence that HM Customs and Excise has
agreed that the Tenant, is has been or will be
using the Premises for an ineligible use for VAT
purposes or such other information as the Landlord
may reasonably require to enable the Landlord to
assess whether the Tenant is, has been or will be
using the Premises for an ineligible use for VAT
purposes
4.12.3 Within seven days of receiving any notice in
writing from the Landlord which contains a
statement of the Landlord's understanding as to
whether or not the Tenant will on the date stated
in the notice be using the Premises for an
ineligible use for VAT purposes to notify the
Landlord whether or not that understanding is
correct
4.12.4 To maintain suitable records to ensure that the
Tenant is able to comply with its obligations in
this Clause 4.12
4.12.5 Notwithstanding the provisions of Clause 4.9 and
Clause 4.11 not to use the Premises for an
ineligible use for VAT purposes
4.12.6 To indemnify and keep the Landlord indemnified on
an after-tax basis from and against all actions,
claims, costs, demands, expenses, VAT liabilities,
other liabilities and losses arising from any
breach of the covenants on the Tenant's part
contained in this Clause 4.12 and for this purpose
the Landlord's losses shall be deemed to include
any Value Added Tax on supplies made to the
Landlord which the Landlord would be unable to
recover (by way of credit or repayment) or which
has been recovered but which the Landlord is
liable to repay
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4.13 Compliance with statutes
To comply in all respects with and in a proper and
workmanlike manner to execute all works required under the
provisions of all statutes for the time being in force and
the directions of any competent authority relating to the
Premises or any part thereof or the use thereof or anything
contained therein or the employment therein of any person or
persons and not to do or omit or suffer to be done or
omitted on or about the Premises any act or thing by reason
of which the Landlord may under any enactment incur or have
imposed upon it or become liable to pay any levy penalty
damages compensation costs charges or expenses and to
indemnify and keep indemnified the Landlord against all
claims demands costs expenses and liability in respect of
the foregoing
4.14 Planning/environmental matters
4.14.1 Not to apply for planning permission in respect of
the Premises without the Landlord's prior written
consent (which shall not be unreasonably withheld
in respect of any addition or alteration in
respect of which the Landlord's consent is not to
be unreasonably withheld under the terms of this
Lease) and if the Landlord attaches conditions to
any such consent not to apply for any planning
permission except in accordance with those
conditions
4.14.2 At all times during the Term to comply with the
provisions and requirements of the Planning Acts
and of any planning permissions (and the
conditions thereof) relating to or affecting the
Premises or the use thereof or any operations
works acts or things carried out executed done or
omitted thereon and to keep the Landlord
indemnified in respect thereof
4.14.3 Subject to Clause 4.14.1 as often as occasion
requires during the Term at the Tenant's expense
to obtain and if appropriate renew all planning
permissions and serve all notices required under
the Planning Acts for the carrying out by the
Tenant of any operations or the institution or
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continuance by the Tenant of any use of the
Premises or any part thereof
4.14.4 To pay and satisfy any charge imposed under the
Planning Acts in respect of the carrying out or
maintenance by the Tenant of any such operation or
the institution or continuance by the Tenant of
any such use as aforesaid
4.14.5 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 of the Premises (being an
alteration or addition or change of use prohibited
by or for which the Landlord's consent is required
under this Lease and for which a planning
permission is needed) before a planning permission
for such alteration addition or change of use has
been produced to and acknowledged by the Landlord
as satisfactory provided that the Landlord may
refuse to express such satisfaction if the period
of such permission or anything contained in or
omitted from it will in the opinion of the
Landlord's Surveyor be likely to prejudice the
Landlord's interest in the Premises either during
the Term or on or after the expiration or earlier
determination of the Term
4.14.6 Unless the Landlord otherwise directs in writing
to carry out and complete before the expiration or
earlier determination of the Term any work
required to be carried out to the Premises as a
condition of any planning permission granted
during the Term whether or not the date by which
the planning permission requires such works to be
carried out is during the Term and any development
begun on the Premises in respect of which the
Landlord shall or may be or become liable for any
charge or levy under the Planning Acts
4.14.7 When called upon so to do to produce to the
Landlord and the Landlord's Surveyor all plans
documents and other evidence reasonably required
by the Landlord to satisfy
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itself that the Tenant's obligations in this
Clause have been complied with
4.14.8 Not without the prior written consent of the
Landlord to enter into a planning obligation for
the purposes of Section 106 of the Town and
Country Planning Xxx 0000
4.14.9 Where any planning permission is granted subject
to conditions involving the carrying out of works
upon or change of use of the Premises the
Landlord may as a condition of its consent to the
carrying out of such works or change of use
require the Tenant to provide security for the due
compliance with those conditions and no works
shall be commenced and no change of use shall be
implemented until such security has been provided
to the Landlord's satisfaction
4.14.10 As soon as practicable to notify the Landlord of
any order direction proposal or notice under the
Planning Acts served on or received by the Tenant
or coming to the Tenant's notice which relates to
or affects the Premises and to produce to the
Landlord if required any such order direction
proposal or notice in the Tenant's possession and
not to take any action in respect of such order
direction proposal or notice without the
Landlord's approval
4.14.11 In relation to any act the commission or omission
of which requires any consent licence or other
authority under the Environmental Protection Act
not to do or omit to do (as the case may be) such
act without obtaining such authority and not to
apply for such authority without the Landlord's
prior written consent
4.15 Easements
Not to obstruct any window light or way belonging to the
Premises or to any adjoining or neighbouring premises nor
acknowledge that any easement or other right for the benefit
of the Premises is enjoyed by consent of any other person
nor permit any new easement
-24-
right or encroachment to be made into against or on the
Premises and to give immediate notice to the Landlord if any
easement right or encroachment against or affecting the
Premises shall be made or attempted and at the Landlord's
request and the Tenant's cost to adopt such means as may be
reasonably required to prevent the same
4.16 Notifications
Forthwith on receipt of any permission notice order or
proposal relating to the Premises or the use or condition
thereof given or issued by any governmental local or other
public or competent authority to give full particulars
thereof to the Landlord and if so required by the Landlord
to produce the same to the Landlord and to take all
necessary steps to comply therewith and also when requested
by the Landlord to make or join with the Landlord at the
Landlord's cost in making such objections and
representations against or in respect of the same as the
Landlord shall deem expedient
4.17 Defects
Forthwith upon becoming aware of the same to give notice in
writing to the Landlord of any defect in the state or
condition of the Premises which would or might give rise to
an obligation upon the Landlord to do or refrain from doing
any act or thing in order to comply with any duty of care
imposed upon the Landlord and to indemnify the Landlord
against or in respect of any losses claims actions costs
demands or liability arising out of any failure of the
Tenant to comply with its obligations under this Lease and
at all times to give such notice and display such signs as
the Landlord having regard to such duty of care requires to
have displayed at the Premises
4.18 Fire fighting
To keep the Premises supplied and equipped with all fire
fighting and extinguishing appliances from time to time
required by law or required by the insurers of the Premises
or reasonably required by the Landlord such appliances being
kept open to inspection and
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properly maintained and not to obstruct or permit or suffer
to be obstructed the access to or means of working such
appliances or the means of escape from the Premises in case
of fire
4.19 Advertisements/aerials
Not without the prior written consent of the Landlord to
affix or exhibit any advertisement placard notice or sign
either outside the Premises or inside the Premises so as to
be seen from the outside and if the Landlord so requires to
remove at the end or earlier determination of the Term any
item so exhibited or installed making good all damage caused
thereby
4.20 Notice boards
To permit the Landlord or its agents to affix upon any
suitable part of the Premises a notice board or xxxx
relating to any letting or reletting of the Building or any
part thereof or to any sale or other dealing with any
interest in reversion to this Lease and the Tenant will not
remove or obscure the same and will at all reasonable times
and on reasonable prior notice permit those authorised by
the Landlord in connection with any such reletting sale or
other dealing to enter and view the Premises without
interruption
4.21 Expenses
To pay to the Landlord on demand and on an indemnity basis
all proper costs charges expenses damages and losses
(including but without prejudice to the generality of the
foregoing legal costs bailiff's fees and surveyor's fees)
incurred by the Landlord in relation to or incidental to or
in contemplation of:
4.21.1 the preparation and service of a notice under
Section 146 of the Law of Property Xxx 0000 and/or
any proceedings relating to the Premises whether
under Sections 146 and/or 147 of the Law of
Property Xxx 0000 or otherwise (whether or not any
right of re-entry or forfeiture has been waived by
the Landlord or a notice served under the said
Section
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146 is complied with by the Tenant or the Tenant
has been relieved under the provisions of the said
Law of Property Xxx 0000 and notwithstanding
forfeiture is avoided otherwise than by relief
granted by the Court) and to keep the Landlord
fully indemnified against all costs charges
expenses claims and demands whatsoever in respect
of the said proceedings and the preparation and
service of the said notices
4.21.2 (without prejudice to the generality of the
foregoing) the preparation and service of any
notice or schedule relating to the repair of the
Premises whether served on the Tenant during or
after the expiration or earlier determination of
the Term
4.21.3 procuring the remedying of any breach of covenant
on the part of the Tenant or any sub-tenant or
their respective predecessors in title contained
in this Lease and
4.21.4 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
qualification or condition or whether the
application is withdrawn
4.22 New guarantor
To notify the Landlord within twenty eight days of any of
the following events:
4.22.1 If any Guarantor being an individual (or if
individuals any one of them) shall become bankrupt
or shall make any assignment for the benefit of or
enter into any arrangement with his creditors
either by composition or otherwise or have any
distress or other execution levied on his goods or
have a receiver appointed under the Mental Health
Xxx 0000
4.22.2 If any Guarantor being an individual (or if
individuals any one of them) shall die
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4.22.3 If any Guarantor being a body corporate (or if
bodies corporate any one of them) has a winding up
order made in respect of it other than a members'
voluntary winding up of a solvent company for the
purposes of amalgamation or reconstruction or has
a receiver administrator or an administrative
receiver appointed of it or any of its assets or
has any distress or other execution levied on its
goods or is dissolved or struck off the Register
of Companies or (being a body corporate
incorporated outside the United Kingdom) is
dissolved or ceases to exist under the laws of its
country or state of incorporation
and if the Landlord so requires then at the Tenant's expense
within twenty eight days of such requirement to procure that
some other person or persons or body or bodies corporate
reasonably acceptable to the Landlord shall execute a
guarantee in the terms of Schedule 3 with such amendments as
the Landlord shall reasonably require in the circumstances
4.23 Indemnity
To keep the Landlord indemnified from and against all loss
damage actions proceedings claims demands costs and expenses
of whatsoever nature and whether in respect of any injury to
or the death of any person or damage to any property movable
or immovable or otherwise howsoever arising directly or
indirectly from the repair or the state of repair or
condition of the Premises or from any breach of covenant on
the part of the Tenant herein contained or from the use of
the Premises or out of any works carried out at any time
during the Term to the Premises or out of anything now or
during the Term attached to or projecting from the Premises
or as a result of any act neglect or default by the Tenant
or by any sub-tenant or by their respective servants agents
licensees or invitees
4.24 Yield up
At the expiration or sooner determination of the Term
quietly to yield up the Premises to the Landlord with vacant
possession in such state and condition as shall in all
respects be consistent
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with a full and due performance by the Tenant of the
covenants on its part herein contained (trade or tenant's
fixtures and fittings only excepted subject to the Tenant
making good all damage to the Premises occasioned by their
removal) and upon such yielding up the Tenant shall remove
all signs and nameplates indicating the connection or former
connection of the Tenant with the Premises and shall replace
all carpeting on the first floor of the Premises with new
carpets of a quality design and colour similar to the
quality design and colour of the carpeting supplied by the
Landlord at the commencement of the Term and first approved
in writing by the Landlord
4.25 VAT
4.25.1 To pay to the Landlord by way of additional rent
such VAT as may be or become payable in respect of
the rents reserved by and other monies payable
under and the consideration for all taxable
supplies received or deemed to be received by the
Tenant under or in connection with this Lease
4.25.2 In every case where the Tenant has agreed to
reimburse or indemnify the Landlord in respect of
any payment made by the Landlord under the terms
of or in connection with this Lease to reimburse
in addition any VAT paid by the Landlord on such
payment where the Landlord is not entitled to a
credit allowance
4.26 Regulations
To comply with all reasonable regulations and directions as
the Landlord may from time to time make or give for the
orderly convenient and proper management of the Building or
any part or parts thereof
4.27 Observe covenants
To observe and perform the covenants on the part of the
lessee thereunder contained in the Superior Lease
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5 LANDLORD'S COVENANTS
The Landlord HEREBY COVENANTS with the Tenant as follows:
5.1 Quiet enjoyment
The Tenant paying the rents and other monies hereby reserved
and performing and observing the covenants conditions and
agreements on the part of the Tenant hereinbefore contained
the Tenant may peaceably hold and enjoy the Premises during
the Term without any interruption by the Landlord or any
person lawfully claiming through under or in trust for the
Landlord
5.2 Services
Subject to the payment by the Tenant of the Service Charge
and provided that the Landlord is not prevented by any
Insured Risk accident strike combination or lockout of
workmen or any other cause beyond its control the Landlord
will use its reasonable endeavours to provide or secure the
provision of the Services referred to in Schedule 2 in an
efficient manner and in accordance with the principles of
good estate management provided that the Landlord shall not
be responsible for any temporary delay stoppage or omission
in connection therewith due to any cause or circumstances
beyond the Landlord's control
5.3 Superior Lease
5.3.1 To pay the rents reserved by the Superior Lease
and to perform so far as the Tenant is not liable
for such performance under the terms of this Lease
the covenants and conditions on the part of the
lessee contained in the Superior Lease
5.3.2 At the expense and on the request of the Tenant to
take all reasonable steps to enforce the covenants
on the part of the Superior Landlord in the
Superior Lease
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6 INSURANCE
6.1 Tenant's obligations
The Tenant for itself and (subject to the provisions of the
0000 Xxx) its successors in title and assigns HEREBY
COVENANTS with the Landlord as follows:
To pay to the Landlord on demand:
6.1.1 36.4% of all premiums from time to time paid by
the Landlord to the Superior Landlord for insuring
the Building (including the Premises) under the
terms of the Superior Lease
6.1.2 all premiums from time to time paid by the
Landlord for insuring Loss of Rent and
6.1.3 Not to carry on upon the Premises any trade
business or occupation in any manner or do any
other thing which in the reasonable opinion of the
Landlord may make void or voidable any policy for
the insurance of the Premises or any adjoining or
neighbouring property against any risk for the
time being required by the Landlord to be covered
or render any increased or extra premium payable
for such insurance (without in the latter event
first having paid every such increased or extra
premium) and to pay to the Landlord on demand any
increased premiums payable in respect of the
Premises or any adjoining or neighbouring premises
arising by reason of the Premises being unoccupied
6.1.4 To carry out in accordance with the directions of
the Landlord all such works as may be required by
it for the better protection of the Premises and
to comply with the requirements of the Superior
Landlord's insurers in respect of the Premises
6.1.5 In the event of the Premises or any part thereof
being destroyed or damaged by any peril whatsoever
to give notice
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thereof to the Landlord as soon as such
destruction or damage shall come to the notice of
the Tenant stating whether and to what extent such
destruction or damage was brought about directly
or indirectly by any of the Insured Risks
6.1.6 In the event of the Building or any part thereof
or any adjoining or neighbouring premises of the
Landlord or any part thereof being destroyed or
damaged by any of the Insured Risks and the
insurance money under any insurance against the
same effected thereon by the Superior Landlord
being wholly or partly irrecoverable by reason
solely or in part of any act or default of the
Tenant or any sub-tenant or their respective
servants agents licensees or invitees then and in
every such case the Tenant will forthwith pay to
the Landlord the whole or (as the case may be) the
irrecoverable portion of the cost (including
professional and other fees and VAT) of completely
rebuilding and reinstating the same
6.1.7 To make up out of its own money any deduction in
any insurance monies paid by the Superior
Landlord's insurers made as a result of the faulty
repair or maintenance of the Premises
6.2 Abatement of rent
If the Premises or any part thereof or the access thereto
shall be destroyed or damaged by any Insured Risk so as to
render the Premises unfit for occupation or use then save to
the extent that the insurance of the Building shall have
been vitiated by any act neglect default or omission of the
Tenant or any sub-tenant or their respective servants agents
licensees or invitees the rent first hereinbefore reserved
or a fair and just proportion thereof according to the
nature and extent of the damage sustained (the amount of
such proportion if it cannot be agreed to be determined by a
single arbitrator to be appointed on the application of
either party by the President for the time being (or other
next senior officer available) of the Royal Institution of
Chartered Surveyors
-32-
whose decision shall be final and binding) shall be
suspended until the Premises shall have been made fit for
occupation and use or (if earlier) until the insurance
effected or caused to be effected by the Superior Landlord
in respect of the loss of rent shall be exhausted
7 PROVISOS
Provided always and it is hereby agreed and declared as follows:
7.1 Forfeiture
If and whenever:
7.1.1 the rents hereby reserved or any part thereof
shall be in arrear or unpaid for the space of
fourteen days after the same shall have become due
(whether formally demanded or not); or
7.1.2 there shall be any other breach non-performance or
non-observance of any of the covenants and
conditions herein contained and on the part of the
Tenant or the Guarantor to be observed or
performed; or
7.1.3 the Tenant or the Guarantor enters into an
arrangement or composition for the benefit of its
creditors; or
7.1.4 the Tenant or the Guarantor has any distress or
other execution levied on its goods; or
7.1.5 the Tenant or the Guarantor (being in either case
an individual) commits an act of bankruptcy or has
an administration order made in respect of it or
appears unable to pay its debts within the meaning
of Section 268 of the Insolvency Xxx 0000; or
7.1.6 the Tenant or the Guarantor (being in either case
a body corporate) has a winding up order made in
respect of it other than a members voluntary
winding up of a solvent
-33-
company for the purposes of amalgamation or
reconstruction or has a receiver administrator or
an administrative receiver appointed of it or any
of its assets or is dissolved or struck off the
Register of Companies or (being a body corporate
incorporated outside the United Kingdom) is
dissolved or ceases to exist under the laws of its
country or state of incorporation or appears
unable to pay its debts within the meaning of
Section 123 of the Insolvency Xxx 0000
then and in any such case it shall be lawful for the
Landlord or any person authorised by the Landlord at any
time thereafter to re-enter upon the Premises or any part
thereof in the name of the whole and thereupon the Term
shall absolutely determine without prejudice to any right of
action of the Landlord in respect of any breach of the
Tenant's or the Guarantor's covenants contained in this
Lease
7.2 Exclusion of use warranty
Nothing in this Lease or in any consent granted by the
Landlord under this Lease shall imply or warrant that the
Premises may be used for any purpose whatsoever under the
Planning Acts now or from time to time in force (including
the Permitted Use) or that the Premises are or will remain
otherwise fit for any such use
7.3 VAT
Except where otherwise expressly stated in this Lease all
rent money or other consideration in respect of supplies for
VAT purposes received or deemed to be received by the Tenant
under or in connection with this Lease is exclusive of VAT
7.4 Service of notices
Any notice required to be served under this Lease shall be
in writing and shall be properly served if it complies with
the provisions of Section 196 of the Law of Property Xxx
0000 as amended by the Recorded Delivery Service Xxx 0000 or
Section 23 of
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the Landlord and Xxxxxx Xxx 0000 and in addition any notice
shall be sufficiently served if sent by facsimile
transmission to the party to be served and service shall be
deemed to be made on the date of transmission if transmitted
before 4.00 p.m. on the date of transmission but otherwise
on the next day
7.5 Development of neighbouring premises
The Landlord shall be entitled to carry out or permit the
development of any adjoining or neighbouring premises
(whether included in the Building or not) and to build on or
into any boundary wall of the Premises or to re-route any
services in the Premises without payment of compensation to
the Tenant for any damage or otherwise
7.6 Compensation
Any statutory right of the Tenant or any sub-tenant to claim
compensation from the Landlord on vacating the Premises
shall be excluded as far as the law allows
7.7 Section 62 LPA
The operation of Section 62 of the Law of Property Xxx 0000
shall be excluded from this Lease and the only rights
granted to the Tenant are those expressly set out in this
Lease and the Tenant shall not by virtue of this Lease be
deemed to have acquired or be entitled to and the Tenant
shall not during the Term acquire or become entitled by any
means whatsoever to any easement from or over or affecting
any other land or premises now or at any time hereafter
belonging to the Landlord and not comprised in this Lease
7.8 Disputes with adjoining occupiers
Any dispute arising as between the Tenant and the lessees
tenants or occupiers of adjoining or neighbouring premises
belonging to the Landlord relating to any easement right or
privilege in connection with the Premises or relating to the
party or other walls of the Premises or as to the amount of
any contribution towards the
-35-
expenses of works to services or matters used in common
shall be referred to the Landlord whose decision shall be
binding upon all parties to the dispute
7.9 Tenant's effects
The Tenant hereby irrevocably appoints the Landlord to be
its agent to store or dispose of any effects left by the
Tenant on the Premises for more than seven days after the
termination of this Lease (whether by effluxion of time or
otherwise) on any terms that the Landlord thinks fit and
without the Landlord being liable to the Tenant save to
account for the net proceeds of sale less the cost of
storage (if any) and any other expenses reasonably incurred
by the Landlord and hereby agrees to indemnify the Landlord
against any liability incurred by the Landlord 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
7.10 Landlord's liability
In any case where the facts are or should reasonably be
known to the Tenant the Landlord shall not be liable to the
Tenant in respect of any failure of the Landlord to perform
any of the Landlord's obligations to the Tenant under this
Lease whether express or implied unless and until the Tenant
has notified the Landlord of the facts giving rise to the
failure and the Landlord has failed within a reasonable time
to remedy the same
7.11 No waiver
No demand for or receipt or acceptance of any part of the
rents hereby reserved or any payment on account thereof
shall operate as a waiver by the Landlord of any right which
the Landlord may have to forfeit this Lease by reason of any
breach of covenant by the Tenant and the Tenant shall not in
any proceedings for forfeiture be entitled to rely on any
such demand receipt or acceptance as aforesaid as a defence
-36-
7.12 Damage from services
7.12.1 The Landlord shall not be liable to the Tenant or
any other person claiming through the Tenant for
any accident loss or damage which may be caused by
reason of any breakdown stoppage leakage or defect
of or in any Apparatus or any of the Conduits
7.12.2 Any services rendered to or for the Tenant on the
Tenant's request by any servant or agent of the
Landlord shall be deemed to have been rendered by
that person as servant of the Tenant
7.13 Party walls
Save as otherwise directed in writing by the Landlord the
non-structural walls separating the Premises from any
adjoining premises within the Building shall be party walls
and structures and maintainable accordingly
7.14 Status of lease
For the purposes of the 1995 Act this Lease is a new tenancy
SCHEDULE 1
Part 1
(Premises)
ALL THOSE premises shortly described in the Particulars which are for the
purpose of identification shown edged red on the Floor Plans and which include
for the purpose of obligation as well as of grant:
1 the plaster or other rendering and decorative covering of the walls
thereof and (in the case of non structural walls only) the inner half
thereof severed medially
2 the floor screed (but not the slab beneath the same)
3 the ceiling thereof (but not the beams above the same)
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4 the internal surfaces of the external window frames and the glass in
the external windows
5 all doors fitted in the walls bounding such offices and their
respective frames and fixings and all the glass (if any) fitted in
such doors
6 all light fittings and electrical circuits sockets and switches within
and exclusively serving the Premises
7 all carpets and floor coverings within and all other Landlord's
fixtures and fittings in on or forming part of such offices and
exclusively serving the same
8 all plant and machinery which are laid in the Premises and which
exclusively serve the Premises including the goods lift and the goods
lift shaft and the motor serving the goods lift
but there are excluded the Structure and all tenant's fixtures and fittings
Part 2
(Easements and rights granted)
The following rights are granted to the Tenant in connection with the use of the
Premises in accordance with and subject to the provisions of this Lease such
rights being exercisable in common with the Landlord and those authorised by the
Landlord including other tenants of the Building
1 the use of the Common Parts for all proper purposes
2 the free passage of water soil gas electricity telephone and other
services for the Premises through the Conduits which are in other
parts of the Building and which serve the Premises
3 support shelter and protection from other parts of the Building
4 the right to enter the second and third floors of the Building for
purposes of repairing the goods lift and to gain access to motor room
serving the goods lift situated on the third floor of the Building
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5 the right to enter the meter area situated on the basement floor of
the Building for the purposes of reading the meter
Part 3
(Exceptions and reservations)
EXCEPTING AND RESERVING in favour of the Landlord and its tenants agents and
licensees and those authorised by the Landlord and all other persons who now
have or may hereafter be granted similar rights:
1 the full free and uninterrupted passage and running of water soil gas
telephone electricity telecommunication and all other services and
supplies of whatsoever nature from and to any other parts of the
Building through such of the Conduits which are now or may hereafter
during the Perpetuity Period be in on under or over the Premises and
the right of entry onto the Premises for the purpose of inspecting
repairing renewing relaying cleansing maintaining and connecting up to
any such existing or future Conduits
2 the right to erect or to consent hereafter to any person erecting a
new building or to alter any building for the time being on the
adjoining or neighbouring property of the Landlord in such manner as
the Landlord or the person or persons exercising such right may think
fit and notwithstanding that such alteration or erection may diminish
the access of light and air enjoyed by the Premises and the right to
deal with the Building and any other adjoining or neighbouring
property of the Landlord as it may think fit provided in the exercise
of such right the person or persons shall cause as little disturbance
as possible and make good any damage to the Premises as soon as
reasonably practicable
3 the right to erect scaffolding for the purpose of repairing cleaning
rebuilding renewing or altering the Building or any part thereof
notwithstanding that such scaffolding may restrict the access to or
enjoyment and use of the Premises
4 the right for the Landlord and those authorised by the Landlord to
enter the Premises for the purposes and in the manner mentioned in
this Lease
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5 all rights of light air support shelter and protection for the parts
of the Building not included in the Premises and all such rights (if
any) as shall now or hereafter belong to and be enjoyed by any land or
premises adjacent to the Building
Part 4
(Matters to which the Premises are subject)
The Superior-Lease
SCHEDULE 2
Part 1
("Service Charge")
1 In this schedule the following expressions shall have the following
meanings:
1.1 "Service Charge" means the due proportion of the Service
Costs which is attributable from time to time to the
Premises in accordance with this Schedule
1.2 "Service Charge Period" means a period of 12 months ending
on 31st December in any year or such other period as the
Landlord may at its discretion from time to time determine
and notify in writing to the Tenant
1.3 "Service Costs means the total costs in any Service Charge
Period beginning or ending during the Term of providing the
Services and defraying the costs and expenses relating and
incidental thereto in accordance with this Schedule
1.4 "Services" means the services referred to in part 2 of this
Schedule or such of them as shall from time to time be
provided or undertaken by the Landlord
1.5 "due proportion" means 36.4%
2 The Service Charge shall be paid in manner following:
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2.1 The Landlord shall be entitled to estimate the amount of the
Service Charge for any Service Charge Period and if the
Landlord so requires the Tenant shall pay in advance on
account of the Service Charge for that Service Charge Period
the amount provisionally so estimated by the Landlord by
equal advance payments on each of the Rent Days during the
Service Charge Period the first such payment to be made on
the date of this Lease being an apportioned sum in respect
of the period from the commencement date of the Term until
the day preceding the Rent Day next following the date of
this Lease
2.2 The Service Charge shall be deemed to accrue on a day to day
basis in order to ascertain the yearly rate thereof and for
the purpose of apportionment in respect of any periods of
other than one year
The Landlord shall as soon as practicable after the end of each
Service Charge Period prepare or cause to be prepared and
submitted to the Tenant a statement professionally prepared
certified as true and correct showing the Service Costs and
the Service Charge for the Service Charge Period then ended
and upon such statement being the same shall be final and
binding on the Tenant (save in the event of manifest error)
2.4 Within one month of receiving such certificate referred to
in 2.3 (but not later) the Tenant shall be entitled to
inspect receipts and vouchers relating to the Service Costs
2.5 If the amount of the Service Charge for the Service Charge
Period shall exceed the aggregate of the amounts paid on
account thereof for that period the amount of the excess
shall be due forthwith on demand from the Tenant but if it
shall be less the amount of the overpayment shall be
credited to the Tenant against the next quarterly payment of
rent and/or Service Charge or (if the Term shall have come
to an end) shall be repaid to the Tenant
2.6 If the Landlord shall make any change to a Service Charge
Period such adjustments and apportionments shall be made as
shall be fair and reasonable for the purpose of computing
the Service Charge
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2.7 The provisions of this paragraph shall continue to apply
notwithstanding the expiry or sooner determination of this
Lease in respect of any Service Charge Period then current
2.8 If the Landlord shall incur expenditure forming part of the
Service Costs which either is in respect of a matter which
has not been taken into account in arriving at the
provisional assessment of the Service Charge for that period
or is of an amount materially greater than has been allowed
in arriving at such provisional assessment the Landlord
shall be entitled to recover from the Tenant the due
proportion of the whole of such expenditure on the Rent Day
next following such expenditure being incurred by the
Landlord
3 In calculating the Service Costs:
3.1 the Landlord shall be entitled (but not obliged) to include
in the Service Costs for any Service Charge Period an amount
or amounts which the Landlord reasonably considers
appropriate to build up and maintain a sinking fund and/or a
reserve fund in accordance with the principles of good
estate management and so as to secure so far as may
reasonably be practicable that the Service Charge shall be
of a regular rather than an irregular amount and that the
tenants for the time being of the Building bear a proper
part of the accumulating and future liabilities in respect
of the matters for which the Service Charge is intended to
provide
3.2 there shall be included in the amounts of any cost to be
included in the Service Costs all VAT at the applicable rate
incurred or paid by the Landlord in respect of any
expenditure in connection with the Services or any of them
3.3 the Service Costs may include all costs incurred in taking
any steps deemed desirable or expedient by the Landlord for
complying with or making any representations against or
otherwise contesting the incidence of the provisions of any
legislation or orders or statutory requirements thereunder
concerning town planning compulsory purchase public health
highways streets drainage or other matters relating to or
allegedly relating to the Building for
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which no tenant of the Building is directly liable under any
lease of any part of the Building
4 The Landlord shall be entitled to include in the Service Costs a
reasonable fee for itself or the cost of employing managing agents for
the carrying out and provision of the Services in accordance with this
Schedule.
5 The Tenant shall not be entitled to object to the Service Charge or
any item comprised in the Service Costs or otherwise on any of the
following grounds
5.1 the inclusion in a subsequent Service Charge Period of any
item of expenditure or liability omitted from the Service
Costs for any preceding Service Charge Period
5.2 that any item of the Service Costs might have been provided
or performed at a lower cost
5.3 disagreement with any estimate of future expenditure for
which the Landlord requires to make provision so long as the
Landlord acts reasonably and in good faith and in the
absence of manifest error
5.4 the manner in which the Landlord exercises its discretion in
providing the Services so long as the Landlord acts in good
faith and in accordance with the principles of good estate
management
5.5 the employment of managing agents or contractors to carry
out and provide on the Landlord's behalf the Services in
accordance with this Schedule
Part 2
("Services")
1 Maintaining and repairing and when the Landlord in its discretion
thinks it appropriate so to do amending altering reinstating renewing
and rebuilding the Structure and the Conduits save insofar as the same
are the responsibility of tenants in the Building
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2 Maintaining repairing cleansing lighting and decorating to such
standard as the Landlord may from time to time consider appropriate
the Retained Parts and the Common Parts and when the Landlord in its
discretion thinks it appropriate so to do amending altering
reinstating renewing and rebuilding the same
3 Inspecting servicing maintaining repairing amending overhauling and
replacing the Apparatus save insofar as the same is the responsibility
of tenants in the Building
4 Operating the Apparatus so as to provide during the hours of 08.00 to
18.30 Monday to Friday and 08.00 to 12.00 Saturday (excluding any time
on any Sunday or any public or bank holiday)
4.1 lift services in the Building via the passenger lifts now in
the Building or such substituted passenger lifts as the
Landlord (in its absolute discretion) may from time to time
decide to install
4.2 an adequate supply of hot and cold water to the outlets
therefor within the Building
4.3 central heating systems to the Building so as to maintain
the same to such temperatures as the Landlord shall in its
absolute discretion consider adequate
5 Maintaining upgrading and renewing any fire alarms fire prevention and
fire fighting equipment for the common benefit of persons resorting to
the Building (other than that which exclusively serves the Premises
and other parts of the Building let or intended to be let to tenants)
6 Cleaning as frequently as the Landlord shall in its absolute
discretion consider adequate the exterior of the windows in the
Premises and the exterior and interior of all windows and window
frames in the Retained Parts and the Common Parts
7 (Save insofar as insured under other provisions of this Lease)
insuring the Apparatus the Common Parts and the Retained Parts against
the Insured Risks and insuring the Landlord against property owners
liability third party liability and employers liability in respect of
the Building and
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such other risks perils and contingencies as the Landlord in its
absolute discretion shall from time to time deem necessary or
expedient
8 Discharging all charges assessments and outgoings (including meter
charges) for water electricity fuel telephone and public and other
statutory utilities consumed on the Retained Parts or used in
connection with the provision of any of the services referred to in
this part of this Schedule
9 Paying any existing or future taxes rates charges duties assessments
impositions and outgoings whatsoever in respect of the Common Parts
and/or the Retained Parts
10 Collecting and disposing of normal refuse from the Building (including
those parts thereof as are let or are capable of being let) and the
provision repair maintenance and renewal of plant and equipment for
the collection treatment packaging or disposing of refuse
11 Providing operating maintaining repairing renewing and replacing such
security systems for the Building as the Landlord shall in its
absolute discretion from time to time determine
12 Providing maintaining replacing and renewing any notice boards or
direction signs and the like in the Common Parts
13 Employing such staff and personnel as the Landlord shall think fit for
the management of the Building (including without prejudice to the
generality of the foregoing the provision of cleaning and security
services) and so that the costs of such employment shall include not
only all such direct costs incurred but also the provision of uniforms
the payment of national insurance contributions and other government
levies by reference to employment of personnel the provision of
pensions and payment of training and industrial levies and redundancy
payments and any other expenses ancillary to the employment of
personnel in connection with the provision of these services
14 Providing repairing maintaining renewing and replacing such plant
machinery equipment and materials as the Landlord in its absolute
discretion may consider to be desirable for the proper provision or
supply
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of the services from time to time provided or supplied in accordance
with this Schedule
15 Employing and paying the fees of any agents retained by the Landlord
to manage the Building and collect the rents thereof (including the
preparation of accounts in relation to the Service Charge) and the
fees and charges of any accountant surveyor or other professional
adviser employed to certify any matter or thing requiring to be
certified for the purpose of any of the provisions of this Schedule
16 Such other services as the Landlord in its absolute discretion shall
think proper or beneficial for the better and more efficient
management use and promotion of the Building and the comfort and
convenience of the generality of the tenants in the Building
SCHEDULE 3
Guarantee Provisions
1 That the Tenant will at all times during the period in respect of
which the Tenant is liable under the covenants herein contained pay
the rents reserved by this Lease on the days and in manner herein
provided for and will duly observe and perform all the covenants and
conditions contained in this Lease and on the part of the Tenant to be
observed and performed and that if the Tenant shall during such period
default in any respect to pay the said rents or any of them in the
manner aforesaid or to observe and perform the said covenants and
conditions or any of them the Guarantor will on demand fully observe
perform and discharge the same AND without prejudice to the generality
of the foregoing the Guarantor HEREBY FURTHER COVENANTS by way of
primary obligation and not merely liability as a guarantor or merely
collateral to that of the Tenant to pay and make good to the Landlord
forthwith on demand any losses costs damages and expenses occasioned
to the Landlord arising out of or by reason of any default of the
Tenant in respect of any of its obligations under the terms and
provisions of this Lease during the said period or in respect of any
judgment or order made against the Tenant during the said period AND
any neglect or forbearance on the part of the Landlord in enforcing or
giving time for or other indulgence in respect of the observance or
performance of any of the said agreements provisions and conditions
(other than a release given under seal) and (subject to the provisions
of the 0000 Xxx)
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any variation of the terms of this Lease shall not release the
Guarantor from its liability under the agreements or guarantee on its
part contained in this Lease
2 That if during such period as aforesaid:
2.1 the Tenant shall go into liquidation and the liquidator
disclaims this Lease or
2.2 the Tenant is dissolved or struck off the register and the
Crown disclaims this Lease or
2.3 the Tenant ceases for any reason to be or to remain liable
under this Lease or to maintain its corporate existence
(otherwise than by merger consolidation or other similar
corporate transaction in which the surviving corporation
assumes or takes over all the liabilities of the Tenant
under this Lease) or
2.4 this Lease shall be forfeited or otherwise prematurely
determined
the Landlord may within six months following any such event by notice
in writing require the Guarantor to enter into a lease in the like
form as this Lease for the residue of the Term unexpired at the date
of such event (or which but for any such disclaimer forfeiture or
other event would have remained unexpired) but with the Guarantor as
tenant thereunder at the same rents and subject to the like covenants
provisions and conditions as are herein contained as a substitute in
all respects for the Tenant under this Lease (the said new lease and
the rights and liabilities thereunder to take effect as from the date
of such disclaimer forfeiture or other event) and the Guarantor shall
thereupon execute and deliver to the Landlord a counterpart of the new
lease in exchange for the relevant lease executed by the Landlord and
contemporaneously therewith the Guarantor as tenant shall pay the
first instalments of the rents due
SCHEDULE 4
Requirements of authorised Guarantee agreement
1 The agreement shall be prepared by the Landlord's solicitors at the
expense of the Tenant and shall be executed and take effect as a deed
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2 The agreement shall contain a clause to the effect that insofar as any
provision of the agreement would prevent it being an authorised
guarantee agreement within the meaning of the 1995 Act the agreement
shall be read and construed and shall take effect as though that
provision had not been included
3 In the agreement the Tenant shall covenant with the Landlord for the
benefit of the Landlord and its successors in title and assigns the
owners for the time being of the reversion immediately expectant upon
the determination of the Term and those entitled to the benefit of the
agreement by virtue of the 1995 Act that:
3.1 at all times during the period ("Relevant Period") beginning
with the date on which the assignment of this Lease to the
proposed assignee ("Assignee") takes effect and ending when
the Assignee is released by virtue of Section 5 of the 1995
Act from observance and performance thereof the Assignee
will duly observe and perform all the terms conditions and
covenants which by reference to the tenancy created by this
Lease are tenant covenants within the meaning of the 1995
Act ("Relevant Covenants")
3.2 if the Assignee shall default in any respect duly to observe
and perform the Relevant Covenants or any of them the Tenant
will on demand fully observe perform and discharge the same
3.3 if the Assignee (being a corporation) shall go into
liquidation and the liquidator disclaims this Lease or is
dissolved or struck off the register and the Crown disclaims
this Lease or (being an individual) shall become bankrupt
and the trustee in bankruptcy disclaims this Lease the
Landlord may within [six] months following any such event by
notice in writing require the Tenant to enter into a lease
in the like form as this Lease for the residue of the
Contractual Term unexpired at the date of such event (or
which but for any such disclaimer would have remained
unexpired) but with the Tenant as tenant thereunder at the
same rents and subject to the like covenants provisions and
conditions as are applicable thereto at the date of such
event as a substitute in all respects for the Assignee (the
said new lease and the rights and liabilities thereunder to
take effect as from the date of such disclaimer) and
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the Tenant shall thereupon execute and deliver to the
Landlord a counterpart of the new lease in exchange for the
relevant lease executed by the Landlord and
contemporaneously therewith the Tenant as tenant under the
new lease shall pay the first instalments of the rents due
thereunder and the Landlord's solicitors proper and
reasonable costs of and in connection with the preparation
and completion of such new lease
4 Without prejudice to the generality of the foregoing the Tenant shall
further covenant with the Landlord by way of primary obligation and
not merely as a guarantor of or collateral to the liability of the
Assignee to pay and make good to the Landlord forthwith on demand any
losses costs damages and expenses occasioned to the Landlord arising
out of or by reason of any default of the Assignee in respect of any
of its obligations under the Relevant Covenants during the Relevant
Period
5 The agreement shall contain an agreement and declaration to the effect
that any neglect or forbearance on the part of the Landlord in
enforcing or giving time for or other indulgence in respect of the
observance or performance of any of the Relevant Covenants (other than
a release given under seal) and (subject to the provisions of the 0000
Xxx) any variation of the terms of the Lease shall not release the
Tenant from its liability under the covenants or guarantee to be
entered into by it in the agreement
EXECUTED (but not delivered until )
the date (hereof) as a deed by )
SMITHS INDUSTRIES PLC by the )
affixing of its Common Seal in the )
presence of:
[SEAL]
/s/ [ILLEGIBLE]
Director
/s/ [ILLEGIBLE]
Secretary
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