EXHIBIT 10.38
THIS LEASE made the 19th day of September One Thousand Nine Hundred and Ninety
BETWEEN XXXXX XXXXX INVESTMENTS LIMITED having its Registered Office at 00
Xxxxxxxxx Xxxxxxx, Xxxxxx 0 (hereinafter called "the Landlord" which expression
where the context so admits shall include its Successors in title and assigns)
of the first part, and EUROPEAN LANGUAGE TRANSLATIONS LIMITED having its
Registered Office at Xxxxxx Xxxxx, Xxxxx Xxxxxxxxxxx Xxxxxx, Xxxxxx 0
(hereinafter called "the Tenant" which expression where the context so admits
shall include their and each of their successors in title and assigns) of the
second part and XXXX XXXXXXXX of Arcachon, Strathmore Road, Killiney in the
County of Dublin (hereinafter called "the Guarantor" which expression where the
context so admits shall include his Successors in title and assigns) of the
third part.
WITNESSETH as follows:
1. DEFINITIONS
In this Lease the following expressions shall have the following
meanings:
"DEMISED PREMISES" means the premises described in the First Part of the
First Schedule hereto with the easements rights and privileges but
excepting the exceptions and reservations;
"EASEMENTS RIGHTS AND PRIVILEGES" means those specified in the Second
Part of the First Schedule hereto;
"EXCEPTIONS AND RESERVATIONS" means those specified in the Third Part of
the First Schedule hereto;
"THE DEVELOPMENT" means the land shown on Plan No. 1 edged in red
together with the building (of which the demised premises forms part) and
Landlord's fixtures from time to time erected or standing upon the said
land (known or to be known as Xxxxxxx House, Temple Road, Blackrock in
the County of Dublin) but excluding such parts of the said land and such
parts of the building and such Landlord's fixtures erected or standing on
2
any part of such land as may be excluded by the Landlord giving to the
Tenant three months' written notice of such exclusion;
"COMMON PARTS" means all such parts of the Development as are not for the
time being let separately or as are not in the possession of the Landlord
and the other facilities improvements services and privileges which are
from time to time provided by the Landlord for common or general use in
common by the Tenant and the other tenants and occupiers of the
Development and other persons authorized by the Landlord including
(without prejudice to the generality of the foregoing) the roof and
exterior walls, foundations, internal load bearing walls and the
structural parts of the roofs ceilings and floors, all party structures,
boundary walls, pedestrian ways, entrances and exits, stairways, ramps,
landscaped areas, corridors, passages, lobbies, landings, staircases,
lifts and all conduits except any that form part of the demised premises
and other lettable areas.
"CONDUITS" mean all sewers, drains, pipes, gullies, gutters, ducts,
mains, watercourses, channels, subways, wires cables, conduits, flues and
all other conducting media of whatsoever nature and kind.
2. DEMISE
In consideration of the rent hereby reserved and of the covenants on the
part of the Tenant hereinafter contained the Landlord hereby demises unto
the Tenant ALL those the demised premises being part of the Development
together with the easements rights and privileges but excepting and
reserving the exceptions and reservations TO HOLD the demised premises
except and reserved as aforesaid unto the Tenant for the term of 35
(thirty-five) years (hereinafter called "the term") from the 14th day of
September One Thousand Nine Hundred and Ninety YIELDING AND PAYING
therefor during the first year of the said term the yearly rent of
L27,920.00 (Twenty Seven Thousand Nine Hundred and Twenty Pounds) during
the second year of the said term the yearly rent of L29,316.00 (Twenty
Nine Thousand Three Hundred and Sixteen Pounds) during the third, fourth
and fifth years of the said term the yearly rent of L30,712.00 (Thirty
Thousand Seven Hundred and Twelve Pounds) and thereafter the said yearly
rent of L30,712.00 (Thirty
3
Thousand Seven Hundred and Twelve Pounds) or such increased rent as may
be payable pursuant to the provisions of clause 3 hereof by four equal
quarterly payments in advance on every 14th day of September, 14th day of
December, 14th day of March, and 14th day of June, the first payment to
be made on the 14th day of September One Thousand Nine Hundred and Ninety
and to be in respect of the period from the 14th day of September One
Thousand Nine Hundred and Ninety to the 13th day of December One Thousand
Nine Hundred and Ninety AND ALSO PAYING by way of additional rent the
amount or amounts payable by the Tenant pursuant to the Tenant's covenant
hereinafter contained in Clause 4(1)(b) in respect of insurance effected
from time to time by the Landlord such additional payment to be payable
at the times and in the manner specified at said Clause 4(1)(b).
AND ALSO PAYING by way of additional rent the amount or amounts payable
by the Tenant pursuant to the Tenant's covenant hereinafter contained in
Clause 6 in respect of service charge such additional payment to be
payable at the times and in the manner specified at the said Clause.
All such payments save for any initial broken payment payable hereunder
to be paid by Bankers Order or variable direct debit mandate (at the
option of the Landlord) PROVIDED ALWAYS that if the Tenant shall fail to
pay the rent hereinbefore reserved or all or any of the additional rents
hereinafter reserved and made payable or the contribution to Insurance
Premium payable by the Tenant pursuant to clause 4(1)(b) hereof or the
Service Charge payable by the tenant pursuant to clause 6 hereof within
fourteen (14) days of the day and in the manner herein prescribed for
payment of same such unpaid sum or sums shall bear interest from and
including the day on which same shall have become due to date of actual
payment at the A rate of interest plus three per cent (3%) charged by
Allied Irish Banks PLC in the Republic of Ireland at that date or if
there shall be no such rate twenty per cent (20%) per annum.
3. RENT REVIEW PROVISIONS
4
(i) In this Clause the following expressions shall have the following
meanings respectively:
(a) "Review Date" shall mean the last day of the fifth year and the
last day of each subsequent fifth year of the term hereby granted.
(b) "Current Market Rent" shall mean the gross full market rent
without any deduction whatsoever at which the demised premises
might reasonably be expected to be let at the nearest Review Date
in the open market without a fine or premium and with vacant
possession thereof by a willing Landlord to a willing Tenant for a
term equal to the term of this Lease but having regard to any
statutory rights of the Tenant of renewal under a Lease on the
same terms and conditions in all other respects as this present
Lease and upon the supposition (if not a fact) that the Tenant has
complied with all the obligations as to repair and decoration
herein imposed there being disregarded:
(1) any effect on rent of the fact that the Tenant has been in
occupation of the demised premises and any goodwill
attached to the demised premises by reason of the carrying
on thereat of the business of the Tenant
(2) any effect on rent of any improvement (whether within the
meaning of the Landlord and Tenant Acts, 1967 to 1989 or
any Acts amending extending or re-enacting same) of the
demised premises or any part thereof carried out by the
Tenant with the Licence of the Landlord at the Tenant's own
expense (otherwise than in pursuance of any obligation to
the Landlord) and carried out during the term of this
Lease.
(ii) The rent for the time being payable by the Tenant hereunder shall be
subject to increase in accordance with the following provisions of
clause.
(iii) The Landlord its servants or agents shall be entitled by notice in
writing given to the Tenant- not earlier than twelve months before and at
any time after a Review Date to call for review of the rent payable by
the Tenant to the Landlord at the Review Date specified in the notice and
if upon any such review it shall be ascertained or determined that the
5
Current Market Rent of the demised premises at the Review Date is greater
than the rent payable hereunder immediately prior to such Review Date
then as from that Review Date the yearly rent payable hereunder shall be
increased to the Current Market Rent so ascertained PROVIDED that in no
circumstances shall the rent payable hereunder following such review be
less than the rent payable by the Tenant immediately prior to the Review
Date.
(iv) Every such review as aforesaid shall in the first instance be agreed by
the Landlord and the Tenant or their respective Surveyors in
collaboration but if no agreement as to the amount of the Current Market
Rent at the Review Date shall have been reached between the parties
hereto or their Surveyors within one month or such extended period as may
be agreed by the Landlord and Tenant after the date of the Landlord's
notice calling for such review then the question of the amount of the
Current Market Rent of the demised premises at the Review Date shall be
referred to the decision of a single arbitrator who shall be a Chartered
Surveyor nominated by the Landlord by notice in writing to the Tenant and
if the Tenant shall reject such nomination or fail or neglect to agree
within one month of the Landlord's notice such arbitrator shall be
appointed on the application of the Landlord by the Chairman for the time
being of the Society of Chartered Surveyors in the Republic of Ireland
which term shall include any other body established from time to time in
succession or substitution or carrying on the function currently carried
out by the same and in default of any such appointment for any reason
within one month of such application by a Chartered Surveyor to be
nominated by the Landlord and this sub-clause shall be deemed to be a
submission to arbitration within the Arbitration Acts 1954 and 1980 or
any statutory modification or re-enactment thereof for the time being in
force and subject to the jurisdiction of the Courts of the State for the
enforcement of any award of said Arbitrator.
(v) If the Arbitrator shall fail to determine the new rent within two months
of his appointment or nomination or if he shall relinquish his
appointment or die or if it shall become apparent that for any reason he
will be unable to complete his duties hereunder a
6
new arbitrator shall be appointed or nominated in his place in accordance
with sub-clause (iv) above.
(vi) If upon any such review the amount of the increased rent shall not be
ascertained or determined prior to the Review Date the Tenant shall
continue to pay rent at the yearly rate payable immediately prior to the
Review Date until the quarter day next following the ascertainment or
determination of any increased rent whereupon there shall be due as a
debt payable by the Tenant to the Landlord on demand a sum equal to the
amount by which the rent for the period since the Review Date calculated
at the increased rate exceeds the rent for that period calculated at the
previous rate and in addition shall pay interest on said sums from the
Review Date until the date of actual payment at the rate of interest for
the time being chargeable under Section 22 of the Courts Xxx 0000 plus 3%
at the Review Date or if there shall be no such rate the corresponding or
nearest appropriate rate thereto.
(vii) If upon any such review as aforesaid it shall be agreed or determined
that the rent previously payable hereunder shall be increased the
Landlord and the Tenant shall (if required by the Landlord) forthwith at
any time not later than one year from such determination or expiration
complete and sign a written memorandum recording the increased rent
thenceforth payable and the Tenant shall pay the Stamp Duty payable on
such Memorandum.
(viii) In the event of the Landlord being prevented or prohibited in whole or in
part from exercising its rights under this clause and/or obtaining an
increase in the rent on any of the Review Dates by reason of any
Legislation Statute Government Order or Decree or Notice (increase m
context meaning such increase as would be obtainable disregarding the
provisions of any such legislation and otherwise as aforesaid) then the
date at which the review would otherwise have taken effect shall be
deemed to be extended to permit and require such review to take place on
the first date thereafter upon which such right or increase may be
exercised and/or obtained in whole or in part and when in part on so many
occasions as shall be necessary to obtain the whole increase (meaning the
whole of the increase which the Landlord would have obtained if not
prevented or prohibited as
7
aforesaid) and if there shall be a partial prevention only there shall be
a further review on the first date or dates as aforesaid notwithstanding
the rent may have been increased in part on or since the date of review
PROVIDED ALWAYS that the provisions of this Sub-clause shall be without
prejudice to the Landlord's rights to review the yearly rents on the
Review Dates as specified in sub-clause (I).
4. THE TENANT HEREBY COVENANTS WITH THE LANDLORD as follows:
PAY RENT AND INSURANCE PREMIUM
(1) (a) To pay the rent and the increased rent hereby reserved on
the days and in manner aforesaid without deduction or
set-off.
(b) To pay to the Landlord from time to time on demand on the
date or dates when the Insurance Premium falls due without
any deduction or abatement 33.33% (Thirty Three and One
Third) of the amount or amounts expended by the Landlord
for keeping on foot the insurance in accordance with
Covenant 7(4) on the part of the Landlord herein.
(c) To pay to the Landlord on demand fees incurred by the
Landlords Surveyor in determining the reinstatement value
of the demised premises from time to time.
PAY RATES AND OUTGOINGS
(2) (a) From time to time and at all times during the said term to
pay and discharge all rates water rates taxes duties
charges assessments impositions burdens and outgoings of an
annual or recurring nature and also of a non-annual or
non-recurring nature where the same are legally chargeable
against the Tenant or occupier and whether Parliamentary or
Local or of any other description that may be assessed
charged or imposed upon the demised premises or the owner
or occupier in respect thereof (Landlords Capital Taxes
only excepted) and to refund to the Landlord any
8
such amounts paid by it in respect of the demised premises
and pending a separate valuation of the demised premises to
pay to the Landlord by way of additional rent rates at the
poundage from time to time current on a rateable valuation
of L85.00. PROVIDED ALWAYS that the Tenant shall not be
liable for any of the aforesaid outgoings prior to the
commencement date herein;
(b) To be solely responsible for and promptly pay all charges
for water gas electricity or heat (if any) or any other
utility used or consumed in the demised premises but so
that the Landlord shall not be liable in any event for any
interruption or failure in the supply of any such utilities
to the demised premises;
TO COMPLY WITH ENACTMENTS
(3) At its own expense to do and execute all such works as are or
shall be at any time during the term under or by virtue of any Act
or Acts of Parliament or the Oireachtas already passed or
hereafter to be passed and for the time being in force or Law of
the European Community now or hereafter to be passed and any
instrument directive regulation or bye-law made thereunder which
has force in the State or by any Local or other Authority directed
or required to be done or executed in respect of the demised
premises or any part thereof whether by the owner or occupier
thereof and to indemnify and keep the Landlord indemnified against
all or any claims demands and liability in respect thereof.
AGAINST ALTERATIONS
(4) Not without the previous consent in writing of the Landlord which
if granted may be subject to such conditions as the Landlord
thinks fit to erect or to permit or suffer to be erected any new
building upon the demised premises or to make or to permit or
suffer to be made any external or structural alteration in or
addition whatsoever to the demised premises and any such erections
alterations or
9
additions for which consent is granted shall be carried out in
accordance with plans and specifications to be first approved by
and to the satisfaction in all respects of the Landlord's
architects or surveyors and the Tenant shall pay the reasonable
and proper charges of such architects or surveyors and of the
Solicitors to the Landlord for each such consent;
NOT TO AVOID INSURANCE
(5) (a) Not to do or permit or suffer upon or bring or suffer to be
brought on to the demised premises any matter or thing or
article which shall or may cause the policy or policies for
the insurance of the demised premises or of any adjoining
or neighbouring premises or of the Development or any part
thereof to become void or voidable or the premium or
premiums payable in respect of the said policy or policies
to be increased above the ordinary or common rate
applicable to the demised premises or any adjoining or
neighbouring premises or the Development and to repay to
the Landlord all sums paid by way of increased premiums and
expenses incurred by it in or about the continuance or
renewal of such policy or policies rendered necessary by a
breach of covenant and all such payments shall be added to
the rent hereinbefore reserved and shall be recoverable as
rent;
(b) in the event of the demised premises or any part thereof
being destroyed or damaged from or by any of the Insured
Risks (as hereinafter defined) and the whole or part of the
insurance money in respect of the same being irrecoverable
by reason solely or in part of any act or default of the
Tenant then and in every such case the Tenant shall
forthwith pay to the Landlord the whole or (as the case may
require) a fair proportion of the cost of rebuilding and
reinstating the demised premises and any other premises in
respect of which the Landlord's Insurance shall be vitiated
by the act or default of the Tenant.
REPAIR MAINTAIN AND KEEP TIDY
10
(6) (a) Throughout the term well and substantially to repair
maintain and cleanse the demised premises and all additions
thereto with all due diligence (but so that the Tenant
shall not be liable under this covenant for any repairs
covenanted to be carried out by the Landlord under the
provisions of this Lease) and to keep the same well and
substantially repaired maintained and cleansed and to
execute all such sanitary and other works as the Local
Authority may from time to time lawfully require to be
executed by the owner or occupier upon or in respect of the
demised premises or any part thereof for any purpose under
any statutory provision in that behalf;
(b) Not to block up obstruct or interfere with the ventilating
louvres situate in the walls and doors of the demised
premises (if there be any);
(c) To keep the demised premises clean and tidy and free from
deposits of material or refuse and not to bring or keep or
suffer to be brought or kept on the demised premises or on
the Development or any part of any of them any dump or
rubbish or scrap heap or anything which in the opinion of
the Landlord is or may become unclean unsightly noisome or
offensive or calculated or liable to detract from the
quality amenity or reputation of the Development or of any
adjoining premises or any of them and so often as it shall
be necessary or desirable to remove from the demised
premises and from the Development all such refuse rubbish
and scrap which may accumulate or be there.
TO PAINT
(7) Without prejudice to the generality of the provisions of
paragraphs (a) and (b) of sub-clause (6) of this clause to paint
with two coats at least of good quality paint all the inside parts
of the demised premises as are usually painted in a good and
workmanlike manner such painting of the inside parts to be carried
out not less than once in every third year the last such painting
to be in the year immediately preceding the termination of this
Lease and at the same time with every said
11
inside painting to paper grain and varnish and colour such parts
of the inside of the demised premises as are usually or have been
previously papered grained varnished or coloured;
TO PERMIT INSPECTION
(8) To permit the Landlord and its agents and workmen with all
necessary appliances to enter upon the demised premises at all
reasonable times after giving reasonable notice to the Tenant for
the purpose of viewing the condition thereof taking a schedule of
the fixtures and fittings therein or of inspecting any works in
progress and upon written notice given by the Landlord to execute
any repairs lawfully required by such notice for which the Tenant
is liable under the provisions hereof and if the Tenant shall not
execute such repairs within two months of the date of the service
upon it of such notice (or if in the opinion of the Landlord there
is any emergency then within such lesser period as may be
practicable but in such event without any delay whatsoever) the
Landlord may itself execute such repairs and the costs incurred by
it in so doing (as certified by the Landlord's surveyors) shall be
paid by the Tenant to the Landlord upon demand and shall be a debt
recoverable from the Tenant by the Landlord in any court of
competent jurisdiction;
TO PERMIT LANDLORDS WORKS
(9) To permit the Landlord and all persons authorised by it and the
tenants or occupiers of the Development (the said tenants or
occupiers if authorised in writing by the Landlord) and their
officers employees agents contractors licensees and workmen at all
reasonable times after making a prior appointment (except in case
of emergency) to enter (and if necessary to erect and maintain
scaffolding) upon the demised premises with all necessary
appliances:
(a) to execute repairs alterations painting redecoration or
other work to the demised premises or any adjoining or
neighbouring premises or to the Development.
12
(b) for the purpose of inspecting repairing renewing cleansing
emptying maintaining or protecting any sewers watercourses
culverts drains gutters conduits water pipes oil pipes and
tanks electric wires and cables gas pipes and telephone
wires in under or over the demised premises in connection
with or for the accommodation of any adjoining or
neighbouring premises or the Development.
In either case the person or persons exercising such rights making good or
paying compensation for any damage (other than consequence loss or damage)
thereby occasioned and causing as little inconvenience as practicable to the
Tenant;
AGAINST NUISANCE
(10) Not to carry on or permit or suffer to be carried on upon any part
of the demised premises any offensive or noisy trade business
manufacture or occupation or permit or suffer the demised premises
to be used for any illegal or immoral purposes nor to do or permit
or suffer to be done in or upon the demised premises anything
which in the opinion of the Landlord may be or tend to be a
nuisance annoyance disturbance or damage or in any way interfere
with the quiet or comfort of the occupants of adjoining or
neighbouring premises or the Development and to execute all such
works as may be necessary for abating any such nuisance in
obedience to a notice lawfully served by a Local or Public
Authority or pursuant to any Court Order or in obedience to any
Notice served by the Landlord and in default thereof to pay to the
Landlord all costs charges and expenses which may be incurred by
the Landlord in abating such nuisance in respect of the demised
premises.
AGAINST EASEMENTS
(11) To use its best endeavours to prevent any easement or right
belonging to or used with the demised premises from being
obstructed or lost and not knowingly to allow any encroachment to
be made or easements to be acquired on under or over
13
the demised premises and the Development except with the consent
of or by the direction of the Landlord.
SIGNS
(12) (a) Not to paint fix or exhibit or permit or suffer to be
painted fixed or exhibited any advertisement notice sign
placard hoarding name or writing to or upon any part of the
exterior of the demised premises or on or in the windows or
external walls of the demised premises or upon any entrance
doors thereof without the consent in writing of the
Landlord (such consent not to be unreasonably withheld in
the case of the Tenant's usual trade name and fascia of a
permanent character) and PROVIDED that in connection with
any such consent which may be given as aforesaid any
necessary consent of the appropriate authorities under any
planning or other legislation be also first obtained by the
Tenant;
(b) Not to hang or place or exhibit or permit or suffer to be
hung or placed or exhibited any goods outside the demised
premises or the entrance doors or display windows of the
demised premises or upon or over any part of the
Development.
AERIALS
(13) Not to erect or permit the erection of any television or radio
receiving aerials on the exterior of the demised premises or in or
upon the Development.
RELETTING SIGNS AND VIEWING
(14) (a) To permit the Landlord during the six months immediately
preceding the expiration of the term to affix and retain
without interference to or upon any part of the demised
premises (but so as not unduly to obscure the windows
thereof or interfere with the Tenant's use thereof) a
notice for reletting the same and during the said six
months to permit persons with
14
written authority from the Landlord or its agents at
reasonable times of the day to view the demised premises;
(b) To permit upon reasonable notice at any time during the
term hereof prospective purchasers of or dealers in or
agents instructed in connection with the sale of the
Landlord's reversion or of any interest superior to the
term hereof to view the demised premises without
interruption provided the same are authorised in writing
by the Landlord or its agent.
CONVEYANCING ACT NOTICES
(15) To give immediate notice thereof to the Landlord of any notice or
claim affecting the demised premises and to pay all costs charges
and expenses (including Solicitors' costs and surveyors' fees)
incurred by the Landlord for the purpose of or incidental to the
preparation and service of a notice under Section 14 of the
Conveyancing and Law of Property Xxx 0000 requiring the Tenant to
remedy a breach of any of the covenants herein contained
notwithstanding forfeiture for such breach shall be avoided
otherwise than by relief granted by the Courts;
ALIENATION
(16) (a) Not to assign underlet or part with the possession control
or occupation of nor to franchise the use of part only of
the demised premises;
(b) Not to assign underlet or part with the possession or
control or occupation of nor to franchise the use of the
whole of the demised premises without the consent in
writing of the Landlord first obtained which consent shall
not be unreasonably withheld in the case of a respectable
and responsible assignee or underlessee proof of which is
furnished to the Landlord and upon any such assignment to
obtain if the Landlord shall so require an acceptable
Guarantor or Guarantors for any Assignee and subject to the
following provisions or such of them as may be appropriate,
that is to say:-
15
(i) The Tenant shall prior to any such assignment or
underlease apply to the Landlord and give all
reasonable information concerning the proposed
assignee or under-Lessee as the Landlord may
require.
(ii) The Landlord's consent to any such Assignment or
underletting shall be given in writing and the
Tenant shall pay the Landlords reasonable costs in
connection with such consent and in the case of an
Assignment the Landlords consent shall be endorsed
on the Indenture of Assignment.
(iii) In the case of an under-Lease the same shall be of
the entire of the demised premises at not less than
the then current market rent without any deduction
whatsoever and without a fine or premium or at not
less than the rent payable hereunder at the time of
the granting of such under-Lease (whichever is the
higher) and the under-Lessee shall if required by
the Landlord enter into a direct covenant with the
Landlord to perform and observe all the covenants
(other than that for payment of the rent hereby
reserved) and conditions herein contained and every
such under-Lease shall also be subject to the
following conditions, that is to say that it shall
contain:
(1) an unqualified covenant on the part of the
under-Lessee not to assign under-Lease or
part with or share the possession of part
only of the premises thereby demised;
(2) a covenant on the part of the under-Lessee
not to assign the premises thereby demised
without obtaining the previous consent in
writing of the Landlord hereto;
(3) a covenant condition or proviso under which
the rent reserved by the under-Lease shall be
reviewed at least every five years and if
every five years the Review Dates therein
16
shall be the days which are six months after
the Review Dates in this Lease
(notwithstanding that this provision may
necessitate a first review before the
expiration of five years from the
commencement of the under-Lease) but
otherwise in the same terms as provided in
Lease;
(4) a covenant condition or proviso under which
the rent from time to time payable under such
under-Lease shall not be less than the rent
from time to time payable hereunder save for
the six monthly period between the Review
Dates of this and the under-Lease as
hereinbefore provided;
(5) covenants and conditions in the same terms as
nearly as circumstances admit as those
contained in this Lease.
NOTICE OF ASSIGNMENT
(17) Within one calendar month after the execution of any assignment
transfer underlease or the devolution of the demised premises to
give notice in writing with particulars to the Landlord's
Solicitors and to produce to them with such notice such assignment
or transfer or the counterpart of such underlease or the probate
or letters of administration or other instrument under which such
devolution arises and leave the same with them for the period of
fourteen days for registration and pay to them a reasonable fee
for the registration of each such deed or document.
DISCLOSURE OF NOTICES
(18) Upon receipt of any notice order requisition direction or other
thing from a competent authority affecting or likely to affect the
demised premises (whether the same shall be served directly on the
Tenant or the original or a copy thereof be received by the Tenant
from any person whatsoever) forthwith to deliver to the Landlord a
copy thereof and so far as the same or the Act regulations or
other
17
instrument under and by virtue of which it is issued or the
provisions thereof require the Tenant so to do to comply therewith
at its own expense;
USER
(19) (a) Not to use or occupy the demised premises or any part
thereof or permit the same to be used or occupied for any
other purpose than as offices nor in any manner
inconsistent with such user or occupation except with the
consent in writing of the Landlord (such consent not to be
unreasonably withheld) but in considering and giving such
consent the Landlord shall be entitled to have full regard
to the principles of good estate management and the
interests of the tenants or occupiers of other premises in
the Development and the Landlord shall be entitled to
refuse such consent where the change of use would
substantially increase the rate of insurance in respect of
the demised premises or the Development or nearby or
adjoining premises and so that nothing herein shall be
deemed to be a warranty on the part of the Landlord that
the Tenant shall have the exclusive or preferential right
to carry on the said retail trade or business in the
Development or prevent the Landlord at the Landlord's sole
discretion from permitting the same or a similar user to be
carried on in other Units of the Development or in areas
therein in the possession of the Landlord or ancillary or
associated Companies of the Landlord.
(b) Not to permit or suffer anyone to sleep in the demised
premises and not to use or permit or suffer the use of the
same or any part thereof for residential purposes or as
licensed premises for the sale of excisable or intoxicating
liquors or as an amusement arcade or bingo hall or any
similar user.
(c) Not to use the demised premises or any part thereof or
permit or suffer the same to be used for gaming or for the
purpose of any betting transaction within the meaning of
the Betting Xxx 0000 (and any statutory
18
modification or reenactment thereof for the time being in
force) with or between persons resorting to the demised
premises and not to make or permit or suffer to be made any
application for a betting office licence in respect of the
demised premises or any part thereof,
(d) Not to have or permit any sale by auction in or upon the
demised premises or any part thereof.
MACHINERY OVERLOADING AND INFLAMMABLE GOODS
(20) (a) Not (except so far as the same shall be ancillary to the
permitted user of the demised premises and the installation
or use of the same shall not amount to a breach of any
other provision herein) to erect or instal or use in or
upon any part of the demised premises any steam gas
electric or other engine or machinery of any kind.
(b) Not to do or permit or bring in or upon the demised
premises anything which may throw on the demised premises
or any adjoining premises any weight or strain in excess of
that which such premises are capable of bearing with due
margin for safety and in particular not to overload the
floors or the electrical installations or the other
services of in or to the demised premises nor suspend any
excessive weight from the ceilings or walls, stanchions or
the structure thereof. The Tenant shall seek professional
advice at the Tenants own expense to ensure that there
shall not be an infringement of this covenant.
(c) Not to have store or keep upon the demised premises or any
part thereof any substance of an explosive or of an
inflammable or dangerous nature or such as might increase
the risk of fire or explosion or which might attack or in
any way injure by percolation corrosion or otherwise the
demised premises or any adjoining premises or the keeping
or use whereof may contravene any statutory or local
regulation or bye-law and in particular
19
without prejudice to the generality of the foregoing not to
keep portable gas appliances for use on the demised
premises.
PLANNING ACTS
(21) In relation to the Planning Acts (by which expression it is
intended herein to designate the Local Government (Planning and
Development) Acts, 1963 to 1990, and any statutory modification or
reenactment thereof for the time being in force and any
Regulations or Orders made thereunder):
(a) Not to do or omit or permit to be done or omitted anything
on or in connection with the demised premises the doing or
omission of which shall be a contravention of the Planning
Acts, or of any notices, orders, licences, consents,
permissions and conditions (if any) served, made, granted
or imposed thereunder or under any enactment repealed
thereby and to indemnify (as well after the expiration of
the term by effluxion of time or otherwise as during its
continuance) and keep indemnified the Landlord against all
actions, proceedings, damages, penalties, costs, charges,
claims and demands in respect of such acts and omissions or
any of them and against the costs of any application for
Planning Permissions and the works and things done in
pursuance thereof.
(b) In the event of the Landlord giving written consent to any
of the matters in respect of which the Landlord's consent
shall be required under the provisions of this Lease or
otherwise and in the event of permission from any Planning
Authority under the Planning Acts being necessary for any
additions, alterations, or changes in or to the demised
premises or for the change of user thereof or for any
"Development" as defined in the Planning Acts to apply at
the cost of the Tenant to the Local Planning Authority for
all consents and permissions which may be required in
connection therewith and to give nonce to the Landlord of
the granting or
20
refusal (as the case may be) of all such consents and
permissions forthwith on the receipt thereof.
(c) To give notice forthwith to the Landlord of any Notice
Order or Proposal for a Notice or Order served on the
Tenant under the Planning Acts or if so required by the
Landlord to produce the same and at the request of the
Landlord and the cost of the Tenant to make or join in
making such objections or representations in respect of any
proposals as the Landlord may require.
(d) To comply at its own cost with any notices or orders served
on the Tenant and to comply with all conditions attached to
any permission granted under the provisions of the Planning
Acts.
(e) If and when called upon to do so to produce to the Landlord
or its surveyors all such plans, documents and other
evidence as the Landlord may reasonably require in order to
satisfy itself that the provisions of this sub-clause have
been complied with in all respects.
INSURE GLASS
(22) To insure and keep insured the glass in the demised premises in
the names of the Landlord and the Tenant in the full reinstatement
cost thereof and if required to produce the policy and the receipt
for the latest premium to the Landlord.
TO INDEMNIFY AGAINST CLAIMS
(23) To take out and maintain at all times during the term hereby
granted a Policy of Insurance covering Public and Employers
liability in respect of and covering the liability of the Landlord
or its Agents and the Tenant in respect of the demised premises in
an amount of not less than IRL1,000,000.00 (One Million Pounds) to
be adjusted from time to time as the Landlord deems necessary and
to produce said Policy and the receipt for payment of the last
premium thereon to the Landlord on demand and to indemnify and
keep indemnified the Landlord against
21
all and any actions expenses costs claims damages and other
liabilities whatsoever in respect of the injury or death of any
person or damage to any property howsoever arising and in
particular without prejudice to the generality of the foregoing
arising directly or indirectly out of:
(a) The state of repair or condition of the demised premises.
(b) The making or exercising of any alteration to the demised
premises or state of repair or condition of such
alteration.
(c) The user of the demised premises.
(d) Any work carried out or in the course of being carried out
on the demised premises.
(e) Anything now or hereinafter attached to or projecting from
the demised premises or any other cause whatsoever.
FIRE REQUIREMENTS
(24) (a) At all times during the said term to comply with all
recommendations or requirements of the appropriate
authority and the insurers of the Development whether
notified or directed to the Landlord or the Tenant in
relation to fire precautions and in particular the
provision of fire screens and to comply with all the
regulations from time to time made by the Landlord in
relation to fire precautions and to indemnify the Landlord
against any costs and expenses in complying with any such
requirement or recommendation and will not obstruct the
access to or means of working any apparatus and appliance
for that purpose for the time being installed in the
demised premises.
(b) if required by the Landlord for the purposes of safety or
to comply with the recommendations or requirements of the
Insurers of the Development to pay to the Landlord on
demand the cost of providing and installing
22
portable fire extinguishers fire hose reels or similar
devices or at the Landlord's option to instal same at the
Landlord's direction and at the Tenant's expense.
(c) In the event of the demised premises or any part thereof
being damaged or destroyed by any of the Insured Risks to
give immediate notice to the Landlord.
NOT TO OBSTRUCT PIPES
(25) Not to stop up or obstruct or permit or suffer to be stopped up or
obstructed or to suffer any oil grease or other noxious or harmful
matters or substances to enter the drains sewers gutters pipes
channels and watercourses of the demised premises or of the
Development and to employ such method for treating any deleterious
effluent that may reasonably be required by the Landlord or be
required by the Local Authority before permitting such effluent to
enter any such drains sewers gutters pipes channels and
watercourses;
NOT TO OBSTRUCT COMMON PARTS
(26) (a) Not to stand or place or permit or suffer to be placed or
deposited on the Common Parts or on any part thereof any
goods machines display case board or article of any
description whatsoever or obstruct any part of the
Development in any way whatsoever but at all times to keep
the same free and unobstructed;
(b) Not to allow its Employees, Directors, Agents, Servants or
Suppliers to park their cars or other vehicles or otherwise
to make use of or obstruct the car park or parking
facilities within the Development;
23
TO OBSERVE RULES
(27) To observe and perform the Rules and Regulations set out in the
Third Schedule hereto and all and any amendments and additions
thereto made by the Landlord from time to time under the
provisions of sub-clause (5) of Clause 9 hereof;
(28) To keep the stairway leading from the first floor level to the
second floor level and the entire lobby at second floor level of
Xxxxxxx House (standing on the Development) clean and in a neat
and tidy condition at all times.
TO PAY STAMP DUTY AND V.A.T.
(29) To pay the Stamp Duty on the original and counterpart of this
Lease and also all Value Added Tax (or any tax of a similar nature
that may be substituted for it or levied in addition to it)
arising on the creation of Lease or chargeable in respect of any
payment made by the Tenant under any of the provisions of or in
connection with this Lease.
TO YIELD UP
(30) To yield up the demised premises with the Landlord's fixtures and
fittings and additions and improvements thereto at the expiration
or sooner determination of the term (howsoever the same may be
determined) in good and substantial repair and condition and
always in such a state of repair and condition as shall be in
accordance with the continued performance and observance of the
Tenants covenants herein contained.
5. IT IS HEREBY AGREED AND DECLARED that so far as the same shall not be or
become the responsibility of the Local Authority or be or become
separately demised from time to time the Common Parts shall at all times
be subject to the exclusive control and management of the Landlord and in
particular:
(a) the Landlord shall have the right to instal maintain and operate
lighting hearing ventilating and air-conditioning apparatus and
equipment serving the Common Parts and to police and procure the
policing of the same but may for reasonable
24
and proper cause from time to time change the area level location
and arrangement of the Common Parts and restrict parking and make
parking charges;
(b) the Landlord may close or restrict all or any portion of the
Common Parts to such extent as may be legally sufficient to
prevent a dedication thereof or the accrual of any rights to any
person or the public therein and may close or restrict temporarily
all or any of the Common Parts for the purpose of repairing,
renovating and replacing cleansing and maintaining the same;
6. THE TENANT FURTHER COVENANTS WITH THE LANDLORD as follows:
(1) From time to time and at all times during the term hereby granted
to repay to the Landlord forthwith upon demand as hereinafter
provided a charge (hereinafter called "the Service Charge") being
33.33% (Thirty Three and one third) per cent of all costs and
expenses which are from time to rime or at any time hereafter
during the term expended incurred or payable or to be so expended
incurred or paid by the Landlord (computed upon the basis of
providing an indemnity to the Landlord) in respect of the items
set out in the Second Schedule hereto together with any value
added or other tax thereon;
(2) The amount of the Service Charge shall be ascertained and
certified by a certificate (hereinafter called "the certificate")
signed by the Landlord's auditors or accountants or managing
agents (at the discretion of the Landlord) acting as experts and
not as arbitrators annually and so soon after the end of the
Landlord's financial year as may be practicable and shall relate
to such year in manner hereinafter mentioned;
(3) The expression "the Landlord's financial year" shall mean the
period from the 1st day of January in each year to the 31st day of
December of that same year or such other annual period as the
Landlord may at its discretion from time to time determine as
being that in which the accounts of the Landlord either generally
or relating to the Development shall be made up;
25
(4) A copy of the certificate for each such financial year shall be
supplied by the Landlord to the Tenant on written request and
without charge to the Tenant;
(5) The certificate shall contain a summary of the Landlord's said
costs and expenses incurred by the Landlord during the Landlord's
financial year to which it relates together with a summary of the
relevant details and figures forming the basis of the Service
Charge and the certificate (or a copy thereof duly certified by
the person by whom the same was given) shall be conclusive
evidence for the purposes hereof of the matters which it purports
to certify;
(6) The expression "the costs and expenses incurred by the Landlord"
as hereinbefore used shall be deemed to include not only those
costs and expenses hereinbefore described which have been actually
disbursed incurred or made by the Landlord during the year in
question but also such reasonable part of all such costs and
expenses hereinbefore described which are of a periodically
recurring nature (whether recurring by regular or irregular
periods) whenever disbursed incurred or made and whether prior to
the commencement of the term or otherwise including a sum or sums
of money by way of reasonable provision for anticipated
expenditure in respect thereof as the Landlord or its auditors or
accountants or managing agents (as the case may be) may in their
discretion allocate to the year in question as being fair and
reasonable in the circumstance;
(7) The Tenant shall if required by the Landlord with every quarterly
payment of rent reserved hereunder pay to the Landlord such sum in
advance and on account of the Service Charge as the Landlord or
its auditors or accountants or managing agents (as the case may
be) shall specify at their discretion to be a fair and reasonable
interim payment.
(8) As soon as practicable after the signature of the certificate the
Landlord shall furnish to the Tenant an account of the Service
Charge payable by the Tenant for the year in question due credit
being given therein for all interim payments made by the Tenant in
respect of the said year and upon the furnishing of such account
26
showing such adjustment as may be appropriate there shall be paid
by the Tenant to the Landlord the amount of the Service Charge as
aforesaid or any balance found payable or there shall be allowed
by the Landlord to the Tenant any amount which may have been
overpaid by the Tenant by way of interim payment as the case may
require;
(9) IT IS HEREBY AGREED AND DECLARED that nothing in this Clause or
these presents contained shall disable the Landlord from
maintaining an action against the Tenant in respect of non-payment
of any such interim payment as aforesaid notwithstanding that the
Certificate had not been signed at the time of the Proceedings.
(10) PROVIDED ALWAYS and notwithstanding anything herein contained it
is agreed and declared as follows:
(a) That in regard to the commencement of the term hereby
granted the Service Charge shall be duly apportioned in
respect of the period from the date on which the first
payment of rent shall fall due hereunder to the ensuing day
of ____________ and not in respect of the period from the
date of commencement of the term to such ensuing day of
__________.
(b) That the provisions of sub-clause (8) of this Clause shall
continue to apply notwithstanding the expiration or sooner
determination of the term hereby granted but only in
respect of the period down to such expiration or sooner
determination of the term.
7. THE LANDLORD HEREBY COVENANTS WITH THE TENANT as follows:
(1) The Tenant paying the rent hereby reserved and observing and
performing the several covenants and stipulations herein on its
part contained shall peaceably hold and enjoy the demised premises
during the term without any interruption by the Landlord or any
person rightfully claiming under or in trust for it;
27
(2) To keep the Common Parts and the pipes and wires water drainage
electricity services and the lift in the Common Parts in good and
substantial repair and condition so far as such services are not
maintainable by a statutory undertaker or maintained at public
expense;
(3) The Landlord will use its best endeavours (subject to the receipt
by the Landlord of the Service Charge from the Tenant throughout
the term) to provide and carry out or procure the provision and
carrying out of the services particulars of which are set out in
the third paragraph of the Second Schedule hereto provided that
(without affecting the generality of the provisions of this
sub-clause) the Landlord shall not be liable for any failure or
omission at any time or from time to time during the term hereby
granted to provide supply or procure any or all of the said
services if it shall be prevented hampered or restricted in any
way from so doing by virtue of strikes lock-outs non-availability
of or restrictions upon supplies or materials or labour or other
services weather conditions inevitable accident emergency act of
God or any cause whatsoever or howsoever arising and not within
the control of the Landlord provided always that the Landlord
shall be entitled to cease to provide any such service if in the
opinion of the Landlord it shall cease to be for the benefit of
the Tenant or has become due to technological change obsolete or
redundant;
(4) Subject to the Landlord being able to effect insurance against any
one or more of the risks hereinafter specified and subject to
reimbursement of the appropriate insurance premium as provided by
Clause 4(1)(b) hereof to insure in the name of the Landlord the
Development and the demised premises and all Landlord's fixtures
and fittings therein and thereon excluding glass and to keep the
same insured in the full reinstatement cost (to be determined from
time to time by the Landlord or its surveyors) and including an
inflationary factor against damage by fire, explosion, lightning,
impact, earthquake, aircraft, flood, storms and tempest, riot and
civil commotion and malicious damage or bursting or overflowing of
water tanks, apparatus and pipes and including demolition, site
clearance
28
expenses, architects and other fees and taxes in relation to the
reinstatement of the Development and the demised premises and
three years loss of rent and the service charge and all stamp
duties and V.A.T. exigible on any building or like contract as may
be entered into relative to the reconstruction, reinstatement or
repair of the Development and the demised premises or any part
thereof resulting from the destruction, loss or damage thereof or
thereto from any of the perils aforesaid and public liability and
employers liability and against such other risks as the Landlord
may from time to time in its absolute discretion consider prudent
and desirable (all such perils and risks for the time being so
covered by insurance hereinafter called "the insured risks") and
such risks may be covered by any policy or policies of insurance
as the Landlord may consider appropriate PROVIDED HOWEVER that the
Landlord shall not be responsible to the Tenant its servants
agents licensees invitees or visitors for any injury death damage
destruction financial or consequential loss whether to person or
due to the state and condition of the Development or the demised
premises or any part thereof or due to any act or default of any
agent servant xxxxxxx or other person authorised by the Landlord
to enter the Development or the demised premises save to the
extent to which the same may be insured against by the Landlord
pursuant to the terms of this Lease.
(5) In case the Development or the demised premises or any part
thereof shall be destroyed or damaged by fire or from any of the
insured risks then (subject to the Landlord obtaining Planning
Permission and all other necessary pertinent licences and
approvals) to reinstate the Development and the demised premises
substantially in accordance with its existing plan and elevation
and as often AS shall happen to lay out all monies received in
respect of such insurance as aforesaid as soon as practicable in
or upon rebuilding, repairing or reinstating the Development and
the demised premises in a good and substantial manner unless the
relevant policy shall have been vitiated or rendered less than
fully effective by any act, neglect, default or occasion on the
part of the Tenant and without being required to make up any
deficiency out of its own monies PROVIDED ALWAYS
29
that in the event of the Landlord being unable to reinstate the
Development and/or the demised premises substantially in
accordance with its existing plan and elevation due to refusal of
planning or other approvals consents or licences the Tenant agrees
to surrender Lease when called upon by the Landlord to do so
whereupon the said Insurance monies shall belong absolutely to the
Landlord.
8. IT IS HEREBY AGREED AND DECLARED as follows:
(1) The demised premises are held subject to all right of light and
air and all other easements or rights (if any) now enjoyed by the
adjoining or neighbouring lands buildings and properties over the
demised premises;
(2) The Tenant shall not be entitled to any right of access or light
or air or other easements or rights to any building for the time
being comprised herein which would restrict or interfere with the
user of any adjoining or neighbouring land for building or for any
other purpose.
9. PROVIDED ALWAYS AND IT IS HEREBY EXPRESSLY AGREED as follows:
(1) If the said yearly rent or the Service Charge or other
contributions hereby reserved or any part thereof shall at any
time be in arrear and unpaid for fourteen days after the same
shall have become due (whether any formal or legal demand therefor
shall have been made or not) or if the Tenant shall at any time
fail or neglect to perform or observe any of the covenants
conditions or agreements herein contained and on its part to be
performed and observed or if the Tenant while the demised premises
or any part thereof shall remain vested in it shall enter into
liquidation whether compulsory or voluntary (not being a voluntary
liquidation for the purpose of amalgamation or reconstruction) or
permit any execution to be levied on the demised premises or
(being an individual) shall become bankrupt or compound with his
creditors then and in any such case it shall be lawful for the
Landlord or any person or persons duly authorised by it into or
upon the demised premises or any part thereof in the name of the
whole to re-enter and the demised premises peaceably to hold and
enjoy thenceforth as if this Lease had not been
30
made without prejudice to any right of action or remedy of the
Landlord in respect of any antecedent breach of any of the
covenants by the Tenant hereinbefore contained;
(2) In the event of the demised premises being damaged or destroyed by
any of the risks from time to time insured against by the Landlord
so as to be unfit for occupation and use then (unless the
insurance monies shall be irrecoverable in whole or in part by
reason solely or in part of any act neglect default or omission of
the Tenant) the rent hereby reserved and the Service Charge or
fair proportions of both according to the nature and extent of the
damage sustained shall be suspended until the demised premises
shall again be rendered fit for occupation and use and in the
event of any dispute concerning the provisions of this sub-clause
the same shall be determined by a single arbitrator in accordance
with the provisions of the Arbitration Acts 1954 and 1980 or any
statutory modification or re-enactment thereof for the time being
in force;
(3) Any Notice under this Lease shall be in writing. Any Notice to the
Tenant shall be sufficiently served if signed by the Landlord or
its Agent for the time being and handed to the Tenant or left at
or affixed to the demised premises or any part thereof or sent by
Registered or Recorded Post to the registered office of the Tenant
in Great Britain or Northern Ireland or Republic of Ireland. Any
Notice by the Tenant to the Landlord shall be sufficiently served
if handed to the Landlord or its Agent for the time being or sent
by Registered or Recorded Post to the Landlord at its registered
office or its Agent (at its principal place of business) for the
time being. A Notice sent by post shall be deemed to have been
given forty-eight hours after the time of posting to the address
to which it-was sent.
(4) Except in relation to Clause 3 hereof or where the provisions of
this Lease provide for a determination by the Landlord or its
architects auditors accountants agents or surveyors to be final
and conclusive as against the Tenant or where the same relate to
forfeiture of this lease or relief from forfeiture or matters
related thereto all cases of dispute or difference arising out of
or touching upon the rights duties
31
or liabilities of the parties under this Lease shall be referred
to the determination of a single arbitrator to be agreed upon by
the parties or failing agreement to a person notarized by the
President of the Incorporated Law Society of Ireland upon the
application of either parry and the Arbitration shall be conducted
in manner provided by the Arbitration Acts 1954 and 1980 or any
statutory modification or reenactment thereof for the time being
in force. The reference to the President shall include the duly
appointed Deputy of the President or any person authorised by the
President to make appointments on his behalf.
(5) The Landlord shall have the right from time to time to amend and
add to the Rules and Regulations set out in the Third Schedule
hereto in such manner as the Landlord shall consider to be in the
best interests of the Development.
10. The Landlord shall not be liable to the Tenant for any loss damage
inconvenience or injury suffered by the Tenant or any employee xxxxxxx or
customer or invitee or person resorting to the Development or demised
premises through or as a result of any state of disrepair of the demised
premises or of any breakdown or suspension of or any defect in any
fixture or fitting or any service or facility supplied in or about the
demised premises or anything in or upon any part of the Development
(including the demised premises and the Common Parts).
11. The Plans annexed hereto and the details shown thereon shall be for the
purpose of identification only and no warranty or condition expressed or
implied shall be given or be deemed to be given in respect of such Plans
or the details shown thereon or any matter or thing shown thereon or
referred to.
SURRENDER
12. In case the demised premises or any part thereof shall be destroyed or
become ruinous and uninhabitable or incapable of beneficial occupation or
enjoyment by or from any of the risks specified in clause 7(4) hereof
during the term hereby granted the Tenant hereby absolutely waives and
abandons its rights (if any) to surrender this Lease under the
32
provisions of Section 40 of the Landlord & Tenant Law Amendment, Xxxxxxx,
Xxx 0000 or otherwise.
INTERPRETATION
13. In this Indenture where the context so admits the words importing the
neuter gender only shall include the masculine or feminine gender as
appropriate and vice versa and words importing the masculine gender only
shall include the feminine gender and words importing the singular number
only shall include the plural number and vice versa and where the Tenant
or the Guarantor shall from time to time be or consist of two or more
individuals the covenants herein expressed to be made by the Tenant or
the Guarantors as the case may be shall be deemed to be made by such
individuals jointly and severally. Any reference herein contained to an
enactment or to a series of enactments shall be deemed to include any
enactment from time to time extending, amending repealing, replacing or
continuing the same or any order regulation instrument direction scheme
or permission made under it or deriving validity from it.
14. HEADER NOTES TO AFFECT CONSTRUCTION
The Header notes hereof shall not affect the construction of these
presents.
15. WARRANTY
Nothing in this Lease contained shall be deemed to constitute any
warranty by the Landlord that the demised premises or any part thereof
are authorised under the Planning Acts or otherwise for use for any
specific purpose.
16. GUARANTEE
(1) The Guarantor in consideration of the demise hereinbefore
contained having been made at their request hereby covenant with
the Landlord that the Tenant will pay the rents service charge and
other contributions hereby reserved on the days and in the manner
aforesaid and will perform and observe all the Tenant's covenants
hereinbefore contained and that in case of default in such payment
of rents service charge
33
and other contributions or in the performance or observance of
such covenants as aforesaid the Guarantor will pay and make good
to the Landlord on demand all losses damages costs and expenses
thereby arising or incurred by the Landlord PROVIDED ALWAYS and it
is hereby agreed that any neglect or forbearance of the Landlord
in endeavouring to obtain payment of the rents service charge and
other contributions hereby reserved when the same become payable
or to enforce performance of the several stipulations herein on
the Tenant's part contained and any time which may be given to the
Tenant by the Landlord shall not release or exonerate or in any
way affect the liability of the Guarantor under this covenant.
(2) In the event of the Tenant (being a company) during the term
hereby granted entering into liquidation whether compulsory or
voluntary and the liquidator in such liquidation disclaiming this
Lease or in the event of the Tenant (being an individual) becoming
bankrupt and the Assignee or Assignees in bankruptcy disclaiming
this Lease then in either such event the Guarantor hereby covenant
with the Landlord that the Guarantor will at the request of the
Landlord accept from the Landlord a Lease of the demised premises
for a term equal in duration to the residue remaining unexpired of
the term hereby granted at the time of the granting of such Lease
to the Guarantor such Lease to contain the same Landlord's and
Tenant's covenants respectively and the same provisos and
conditions in all respects (including the provisos for re-entry)
as are herein contained. PROVIDED ALWAYS that notwithstanding
anything hereinbefore contained in this sub-clause the liability
of the Guarantor herein shall cease on the expiration of the third
year of the term hereby granted.
BREAK CLAUSE
17. [deleted]
IT IS HEREBY CERTIFIED that the premises hereby demised are situate in the
Borough of Dun Laoghaire.
34
IT IS HEREBY FURTHER CERTIFIED that the transaction hereby effected does not
form part of a larger transaction or of a series of transactions in respect of
which the amount or value or the aggregate amount or value of the consideration
(other than rent) exceeds L5,000.00.
IN WITNESS whereof the parties hereto have caused their respective Common Seals
to be hereunto affixed the day and year first herein written.
FIRST SCHEDULE
PART I
DEMISED PREMISES
ALL THAT the Second Floor Offices being portion of the Development known or to
be known as Temple Road, Blackrock in the County of Dublin as is more
particularly delineated and shown for the purpose of identification only on Plan
No. 2 annexed hereto and thereon edged green and which premises include:
(a) the internal plaster surfaces and finishes of all structural or load
bearing walls and columns therein or which enclose the same, but not any
other part of such walls and columns;
(b) the entirety of all non-structural or non-load bearing walls and columns
therein;
(c) the inner half severed medially of the internal non-load bearing walls
(if any) that divide the same from other parts of the building on the
Development;
(d) the floor finishes thereof save that the lower limit of the Demised
Premises shall not extend to anything below the floor finishes [except
that the cavity above any suspended ceilings shall be included];
(e) the ceiling finishes thereof, including all suspended ceilings (if any)
and light fittings save that the upper limit of the Demised Premises
shall not extend to anything above the ceiling finishes [except that the
cavity above any suspended ceilings shall be included];
35
(i) all window frames and window furniture and all glass in the
windows and all doors, door furniture and door frames;
(ii) all sanitary and hot and cold water apparatus and equipment and
the radiators (if any) therein and all fire fighting equipment and
hoses therein;
(iii) all Conduits therein and exclusively serving the same.
PART II
EASEMENTS, RIGHTS AND PRIVILEGES GRANTED
1. All Landlord's fixtures and fittings in and about the demised premises,
and
2. The right of ingress, egress and regress at all times during the business
hours of 8 a.m. to 6:30 p.m. on Mondays to Fridays (Christmas Day and
Bank Holidays excepted) and at such other times as shall be agreed by
prior special arrangement with the Landlord through the Common Parts
leading to the demised premises;
3. The use at the times aforesaid by employees and visitors of the Tenant of
2 (two) car-parking spaces in the car park area as shown coloured yellow
on plan No. 1 (One) attached hereto (but so that the Landlord shall be
under no liability in respect of any loss or damage to any vehicle or the
contents of any vehicle in such car-parking spaces);
4. The right of free passage and running of water and soil and other
effluent in and through the sewers drains and channels made or to be made
through or under the Development;
5. The free and uninterrupted passage of water and air through the central
heating and/or air-conditioning apparatus;
6. The right of passage of gas electricity air smoke or other effluvia to
and from the demised premises though the pipes wires telephone and
telegraph cables ducts flues and conduits (if any) passing along or
through or over upon or under the Development and the adjoining premises
of the Landlord.
36
7. The right of support shelter and protection for the demised premises from
the adjoining or neighbouring premises and all other parts of any
building erected or to be erected of which the demised premises may form
part as are at present enjoyed or intended to be enjoyed by the demised
premises.
8. Full and free right and liberty for the Tenant its tenants employees and
duly authorised agents upon reasonable notice to enter upon other
premises comprised in the Development so far as may be reasonably
necessary for the purpose of repairing or maintaining the demised
premises or otherwise performing the Tenant's obligations hereunder the
tenant in the exercise of such rights doing as little damage as possible
to such other premises and forthwith making good any damage thereby
occasioned.
And so that all such easements rights and privileges in this Schedule
granted shall be enjoyed in common with the Landlord and all other
persons thereto entitled.
PART III
EXCEPTIONS AND RESERVATIONS
Except and reserved unto the Landlord and the lessees and tenants of the
Development and all other persons at any time authorised by them or any of them
or otherwise entitled to the same rights as follows:
Full right and liberty to vary or permit the variation of the present or any
future scheme layout or use of the Development and without derogating from the
generality of the foregoing:-
(1) Full right and liberty to build upon the demised premises or to
build upon or to extend in height or otherwise buildings from time
to time standing on any land adjoining or adjacent to the demised
premises or any building or any part thereof of which the demised
premises form part notwithstanding that the access of light and
air to the demised premises and the lights windows and openings
thereof may be affected;
37
(2) Full right and liberty from time to time to change vary reduce or
add to the area extent level location and arrangement of the
Common Parts and of the improvements and amenities provided by the
Landlord and to restrict parking and to close off part or parts of
any areas designated from time to time for car parking and to
construct buildings or other erections thereon or on any part or
parts of the Development and to close temporarily all or any of
the said Common Parts and improvements and amenities for the
purpose of preparing renovating and replacing cleansing and
maintaining the same taking at all times proper account of the
reasonable interests of the tenant and other tenants in the
Development and in accordance with the principles of good estate
management.
(3) The full and free right and liberty of running of water and soil
gas and electrical energy the flow of air and the free passage of
smoke or other effluvia from and to the Development and the
adjoining premises of the Landlord and the buildings now or
hereafter to be erected in the Development through the gutters
pipes sewers drains wires telephone and telegraph cables conduits
ducts flues and watercourses now or at any time during the term in
or over or upon or under or passing along or through the demised
premises and to enter upon the demised premises and to install and
make connection with such gutters pipes sewers drains wires
telephone and telegraph cables conduits ducts flues and
watercourses or any of them for the purpose of exercising the said
right of running of water and soil gas electrical energy flow of
air and free passage of smoke or other effluvia the person or
persons exercising such rights making good any damage to the
structure of the demised premises thereby occasioned;
(4) Full right and liberty at all reasonable times to enter upon the
demised premises with or without appliances and workmen and others
as often as may be necessary to view the state and condition of
and to repair and maintain the demised premises and clean alter
renew remove or instal such gutters pipes sewers drains wires
conduits ducts flues and watercourses serving the demised premises
and adjoining premises and the Development (including the right if
necessary to erect and
38
maintain scaffolding) the persons exercising such rights ensuring
that inconvenience is limited as far as practicable and that
access to the demised premises is not as far as practicable unduly
obstructed;
(5) The full rights of support and of shelter and protection to
adjoining premises and all other parts of the building of which
the demised premises form part and of the Development as are at
present enjoyed from the demised premise;
(6) The full right and liberty to enter upon the demised premises at
any time during the term hereby granted in order to build on or
into any party or other walls of the demised premises the person
or persons exercising such rights making good all damage to the
structure of the demised premises thereby occasioned;
(7) The right to build or instal or to continue building or installing
(and thereafter to maintain) buildings erections structures signs
and fixtures on the Common Parts or on any part of the Development
and/or upon into or projecting over or under or taking support
from the demised premises or the building of which the demised
premises form part PROVIDED that such building and erections and
structures and signs and fixtures shall not become nor form part
of the demised premises.
But so that the tenant shall not be entitled to any compensation
whatsoever in respect of the exercise by the Landlord its agents or any
of the persons thereto entitled of any of the rights hereby excepted and
reserved.
SECOND SCHEDULE
PARTICULARS OF COMPONENTS OF SERVICE CHARGE
1. The costs of the insurances which the Landlord shall incur in providing
the services herein set out.
2. The costs of the repairs decorations and other works which the Landlord
covenants to effect in this Lease.
39
3. The total costs and expenses incurred in managing operating repairing
renovating cleaning maintaining and replacing the Common Parts and
specifically including but without prejudice to the generality of the
foregoing;
(a) gardening landscaping and line painting;
(b) lighting heating ventilation and air-conditioning (including
central heating);
(c) sanitary and health control and cleaning and the removal and
disposal of refuse;
(d) providing staff and personnel for carrying out duties in respect
of the operation and maintenance of the Development and the Common
Parts and providing residential or other accommodation for them
and providing repairing and maintaining an office situate at or
near the Development and other accommodation used solely for the
purpose of the Development;
(e) the policing control and security of the Development;
(f) depreciation and provision for replacement (whether by way of an
annual sinking fund or otherwise at the discretion of the
Landlord) of machinery equipment plant apparatus and things
forming part of or used in the operation and maintenance of the
Common Parts;
(g) the provision and maintenance of fire fighting equipment;
(h) the cost of management (including the collection of rent and
service charge) and of employing management agents and the cost of
employment of accountants auditors and surveyors to determine the
amount of the Service Charge;
(i) any legal costs and expenses incurred in the course of managing
operating and maintaining the Development and the Common Parts and
enforcing any covenants conditions and regulations with respect
thereto or complying with or otherwise taking action or any
notices or orders in respect of the Development or the Common
Parts;
40
(j) all rates taxes charges impositions and outgoings whatsoever
whether parliamentary local or of any other description which may
be assessed charged or imposed or payable on or in respect of the
whole or any part of the Development or the Common Parts so far as
such payments are not the liability of or recoverable from the
Tenant or any other tenant in the Development;
(k) Providing such reception and security staff for the reception area
and the common areas as may from time to time appear appropriate
to the Landlord
(l) Value Added Tax on all sums payable pursuant to the provisions of
this Schedule.
THIRD SCHEDULE
RULES AND REGULATIONS
(1) The demised premises shall not be used in any manner in appropriate to a
high class office.
(2) No live animals shall be kept in the demised premises.
(3) Nothing shall be deposited and no refuse shall be thrown outside the
demised premises and all refuse and waste shall be deposited by the
tenant in a compactor or area designated by the landlord from time to
time for this purpose.
(4) No paraffin oil or liquid or solid fuel heater shall be used in the
demised premises.
(5) No dangerous or offensive goods shall be stored or kept in the demised
premises.
(6) The Tenant shall keep on the demised premises in compliance with the
Landlord's and Insurers reasonable requirements and legal requirements
(if any) fire fighting and extinguishing apparatus which shall be open to
the inspection of the Landlord and Insurers and shall not obstruct or
permit or suffer to be obstructed the access to or means of working such
apparatus and appliances or any means of escape.
41
(7) No fuel shall be burned in the demised premises and the Tenant shall
comply in all respects with the requirements of any smoke control order
for the time being in force in the area in which the demised premises are
situate.
(8) No loudspeakers televisions sets radios or other devices shall be used in
a manner so as to be heard outside the demised premises.
(9) The Tenant shall keep the demised premises at a temperature sufficiently
high to prevent freezing of water in pipes and fixtures.
(10) The plumbing facilities shall not be used for any other purposes than
that for which they are constructed and no foreign substance of any kind
shall be thrown therein.
(11) The Tenant shall not burn any refuse of any kind or any other material in
or about the demised premises or the Development.
(12) The Tenant shall give immediate notice to the Landlord in case of fire or
accident or defects in the demised premises.
(13) The Tenant shall use its best endeavours to ensure that persons having
recourse to the Development shall observe any regulations or instructions
made or given by the Landlord with regard to the parking of vehicles in
the car parking or other areas of the Development.
PRESENT when the Common Seal
of THE LANDLORD was affixed
hereto:
PRESENT when the Common Seal
of THE TENANT was affixed
hereto:
SIGNED SEALED AND DELIVERED
by the said XXXX XXXXXXXX
in the presence of:
42
Dated the day of 199
XXXXX XXXXX INVESTMENT LIMITED
First Part
EUROPEAN LANGUAGE TRANSLATIONS LTD
Second Part
XXXX XXXXXXXX
Third Part
LEASE
Xxxxxxxx Xxxxxx Xxxxxxxx
Solicitors
0 Xxxxxxxxxx Xxxx
Xxxxxx 0
XXXXXXXX.XXX XX/XX 9 August 1990
