COMMERCIAL LEASE OF WHOLE
Date : 18 July 2001
Parties :
1. "The Landlord" TEMPLAR INVESTMENTS LIMITED whoser registered office is
at Saffrey Square, suite 000, Xxxx Xxxx, XX Xxx X-0000 Nassau, Bahamas.
2. "The Tenants" EVERBLOOM INTERNATIONAL TECHNOLOGY Pte LIMITED whose
registered office is at 12 Science Park Drive, 00-00 Xxx Xxxxxx,
Xxxxxxx Xxxx, Xxxxxxxxx 000000 and whose address for service within the
UK is c/o Xxxxxx Xxxxx Church Xxxxx, Sussex house, Xxxxx Xxxxxx,
Xxxxxxx, Xxxx Xxxxxx, XX00 0XX.
3. "The Surety" MYCOBIOTECH Pte LIMITED whose registered office is at 12
Science Park Drive, 00-00 Xxx Xxxxxx, Xxxxxxx Xxxx, Xxxxxxxxx 000000
and whose address for service within the UK is c/o Xxxxxx Xxxxx Church
Xxxxx, Sussex house, Xxxxx Xxxxxx, Xxxxxxx, Xxxx Xxxxxx, XX00 0XX.
OPERATIVE PROVISIONS:
1 Interpretation
1.1 Definitions
In this Lease the following words and expressions shall where the context so
admits be deemed to have the following meanings:
1.1.1 "conducting Media" means drains sewers conduits flues gutted gullies
channels ducts shafts watercourses pipes cables optic fibres data or impulse
transmission wires mains and services or any of them and all ancillary equipment
serving the Demised Premises
1.1.2 "the Demised Premises" means the property described in Schedule 1 and
refers to each and every part of the Demised Premises
1.1.3 "the Encumbrances" means the exceptions and reservations referred to in
the Property Register of title number K747701 so far as they affect and relate
to the Demised Premises
1.1.4 "Insured Risks" means risks from time to time covered by the policy or
policies of insurance effected by the Landlord pursuant to the covenant in
clause 5.2 against loss or damage by fire lightning explosion aircraft
(including articles dropped from the aircraft) terrorism riot civil commotion
malicious persons earthquake storm tempest flood bursting and overflowing of
water pipes tanks and other apparatus and impact by road, vehicles and such
other risks as the Landlord from time to time in its absolute discretion may
think fit to insure against
1.1.5 "Interest" means interest at the rate of 4% over the base rate of National
Westminster Bank plc for the time being and from time to time prevailing (as
well after as before judgment) or such other comparable rate as the Landlord may
reasonably designate if the base rate shall cease to be published
1.1.6 "the landlord" includes all persons entitled to the reversion immediately
expectant upon the determination of the Term created by this Lease
1.1.7 "this Lease" includes any instruments supplemental or collateral to it
1.1.8 "Outgoings" means all general rates water charges and all existing and
future rates taxes charges assessments impositions and outgoings whatsoever
(whether parliamentary municipal parochial or otherwise) which are now or may at
any time in the future be payable charged or assessed on property or the owner
or occupier of property
1.1.9 "Rent" means the annual rent of ONE HUNDRED THOUSAND POUNDS
((pound)100,000).
1.1.10 "Rent" means the Rent together with all additional rents and any other
sums payable under this Lease including without limitation the Insurance Rent
1.1.11 "Insurance Rent" means the sums payable by the Tenant pursuant to clause
3.3
1.1.12 "the Rent Commencement Date" means the date hereof
1.1.13 "the Tenant" includes the Tenant's successors in title and assigns in
whom this Lease shall for the time being be vested
1.1.14 "the term" means five years commencing on and including the 1st July 2001
(together with any statutory extension continuing or holding over at the end of
the contractual term)
1.1.15 "Unsecured Underletting" means an Underletting of the Demised Premises in
relation to which the underlessor and the underlessee have agreed to exclude the
provisions of Section 24 to 28 of Part II of the Landlord and Xxxxxx Xxx 0000
and their agreemnt6 to do so has been duly authorized beforehand by the court
1.2 Interpretation of restriction on the Tenant
In any case where the Tenant is placed under a restriction by reason of the
covenants and conditions contained in this Lease the restriction shall be deemed
to include the obligation on the Tenant not to permit or allow the infringement
of the restriction by any person claiming rights to use enjoy or visit the
Demised Premises through under or in trust for the Tenant
1.3 Clauses and clause headings
1.3.1 The clause and paragraph headings in this Lease are for ease of reference
only and shall not be taken into account in the construction or interpretation
of any covenant condition or provision to which they refer
1.3.2 References in this Lease to a clause Schedule or paragraph are references
where the context so admits to a clause Schedule paragraph of a Schedule in this
Lease and reference in a Schedule to a paragraph are unless the context
otherwise requires) references to a paragraph Schedule
1.4 Singular and plural meanings
Words in this Lease importing the singular meaning shall where the context so
admits include the plural meaning and vice versa
1.5 Statutes and statutory instruments
Reference in this Lease to any statue or statutory instruments shall include and
refer to any statue or statutory instrument amending consolidating or replacing
them respectively from time to time and for the time being in force save that in
clause 3.13 any reference to the Town and Country Planning (Use Classes) Order
1987 is a reference to that Order as originally made without any amendment and
additionally in the case of the Value Added Tax Xxx 0000 shall include any
directions and regulations adopted by the Council of the European Communities
which relates to Value Added Tax
1.6 Gender
Words in this Lease of the neuter gender shall include both the masculine and
feminine genders and vice versa and words denoting natural persons shall include
corporations and firms and all such words shall be construed interchangeably in
that manner
1.7 Joint and several obligations
Where the Tenant or Surety to this Lease is/are or shall be two or more persons
the expression `the Tenant' or the `Surety' shall include the plural number and
obligations in this Lease expressed or implied to be made with the Tenant or the
Surety or by the Tenant or the Surety shall be deemed to be made with or by such
persons jointly and severally
2 The demise
In consideration of the Rents and the covenants reserved by and contained in
this Lease:
2.1 the Landlord at the request of the Surety DEMISES to the Tenant the Demised
Premises TOGETHER WITH the rights set out in Schedule 2 EXCEPTING AND RESERVING
to the Landlord the rights set out in Schedule 3 for the Term SUBJECT TO the
Encumbrances and
2.2 the Tenant PAYING during the Term FIRSTLY the Rent (including the Reviewed
Rent as determined by the provisions for revision contained in Clause 6) by
equal quarterly payments in advance on the usual quarter days in every year the
first (or proportional part) of such payments in respect of the period
commencing on the Rent Commencement Date and ending on the quarter day next
following to be made on the grant of this lease and SECONDLY the Insurance Rent
and THIRDLY the Rents (excluding the Rent and the Insurance Rent) in such manner
as provided for in this Lease
3. Tenant's Covenant The Tenant covenants with Landlord as follows:
3.1 To pay Rents
3.1.1 To pay the Rents reserved by this Lease without any deduction or set off
whatsoever whether legal or equitable by means of a standing order or direct
debit to the Landlord's bankers at the times and in the manner specified in
relation to each of them.
3.1.2 If the whole or any part of the Rents and other monies due under this
Lease shall remain unpaid fourteen days after they shall have become due (in the
case of Rent whether formally demanded or not) or if the Landlord shall refuse
to accept the tender of Rents because of a breach of covenant on the part of the
Tenant then to pay interest on such Rent (or part of the Rents) and other monies
as from the date they became due until they are paid to (and accepted by) the
Landlord and the aggregate amount for the time being so payable shall at the
option of the Landlord be recoverable by action or as rent in arrear
3.2 To pay Outgoings
3.2.1 To pay and discharge all Outgoings in respect of the Dmeised Premises or
any part thereof (other than taxes imposed on the Landlord in respect of the
Rent or in respect of a disposal or dealing with the Landlord's reversionary
interest in the Demised Premises)
3.2.2 To pay to the Landlord on demand the amount of any rates or surcharge
payable by the Landlord after the expiration or sooner determination of the Term
through the Landlord's inability to claim void rate relief or any similar relief
or exemption for the maximum period (commencing with the date of termination of
the Term) which would have been allowed had the Demised Premises been occupied
up to the date of the termination of the Term
3.2.3 Not to agree any valuation of the demised Premises for rating purposes or
agree any alteration in the rating list in respect thereof without the prior
consent in writing of the landlord such consent not to be unreasonably withheld
or delayed
3.2.4 Not to make any proposal to alter the rating list so far as the list
relates to the Demised Premises or lodge an appeal in respect thereof without
the prior written consent of the Landlord such consent not to be unreasonably
withheld or delayed
3.2.5 Forthwith upon receipt to provide the Landlord with a copy of any notice
of an alteration or proposed alteration in the rating list which will or may
affect the Demised Premises
3.2.6 To pay for all gas electricity water telecommunication and other services
consumed on the Demised Premised and all charges for meters and all standing
charges
3.3 To pay Insurance premises
3.3.1 To pay to the landlord the insurance premiums incurred with respect to the
Insured Risks as to which the following provisions shall apply:
3.3.1.1 the insurance premium shall include all monies expended or required to
be expended by the Landlord in effecting and/or maintaining cover fir the
demised Premises against the Insured Risks (including the cost of statutory
inspections and periodic valuations for insurance purposes)
3.3.1.2 the Tenant's liability shall include the whole of any increase in the
insurance premiums or expense of renewal payable by reason of any act omission
or default if the Tenant or any person deriving possession occupation or
enjoyment of the Demised Premises through the Tenant or any person in or upon
the Demised Premises with the authority of the Tenant whether express or implied
and also the whole of any increase in the insurance premiums for the Demised
Premises attributable to the character of the Tenant or to the particular use if
the Demised Premises made by the Tenant and those deriving title under the
Tenant or to the condition of the Demised Premises
3.3.1.3 the cover may take due account of the effects of inflation and
escalation of costs and fees
3.3.1.4 the insurance premium shall be payable by the Tenant to the landlord on
demand.
3.3.2 To pay the Landlord on demand a fair and proper proportion (to be
conclusively determined by the Landlord or the Landlord's surveyors) of the
expense of cleaning lighting repairing renewing decorating maintaining and
rebuilding any party walls fences roadways pavements entrance way stairs and
passages accessways and service areas which are or may be used or enjoyed by an
occupied of the Demised Premises in common with any other person or persons
3.4 Repair
3.4.1 From time to time and at all times and substantially to repair renew
replace rebuild and clean the Demised Premised and to keep the Demised Premised
in good and substantial state of repair and condition throughout the Term (fair
wear and tear excepted in respect of the equipment plant and machinery referred
to in Schedule 1) and from time to time and at all times well and substantially
to keep any part of the Demised Premises which is built on property cultivated
laid out and landscaped in a neat and tidy manner throughout the Term
3.4.2 The obligations in clauses 3.4.1 shall extend to all improvements and
additional to the Demised Premises and all Landlord's fixture fittings and
appurtenances of whatsoever nature affixed or fastened to the Demised Premised
3.4.3 The obligations in clause 3.4.1 do not extend to damage by insured Risks
unless and to the extent that the policies of insurance in respect of Insured
Risks effected by the Landlord are vitiated or the policy monies are withheld by
reason of any act or omission of the Tenant its employees or agents
3.5 Reinstatement after damage
if the Demised Premises shall be destroyed or damaged by any of the Insured
Risks and if the Term shall not have determined under clause 4.4 if so required
to join with the Landlord in making application for any planning or other
permission necessary for the rebuilding or reinstating the Demised premises
provided that this clause shall not render the tenant liable for fees payable in
respect of such an application
3.6 Decoration
3.6.1 In the year 2006 and in the last three months of the Term (howsoever
determined) to decorate the inside of any building comprised in the Demised
Premised with two coats of good quality paint and to strip and re-paper such
decoration in the last three months of the Term to be executed in such colours
patterns and materials as the Landlord may reasonably require
3.6.2 In the year 2006 and also in the last three months of the Term (howsoever
determined) to be exterior of any building comprised in the Demised Premises
with three coasts of good quality paint or other suitable materials of good
material in a proper and workmanlike manner
3.7 Fire Fighting
3.7.1 To keep the Demised Premises supplied and equipped with all fire
fighting and extinguishing appliances form time to time:
(a) required by law or
(b) required by the insurers of the Demised Premises or recommended by
them or
(c) reasonably required by the Landlord
3.7.2 To ensure that such appliances are kept available for inspection and
properly maintained and not to obstruct the access to or means of working such
appliances or the means of escape from Demised Premises in case of fire
3.7.3 To take expeditiously all requisite steps to obtain any necessary fire
certificate
3.8 Landlord's right of inspection and right of repair
3.8.1 To permit the Landlord its workmen or agents and any authorized person
at all reasonable times to enter into inspect and view the Demised
Premises and examine their condition and also to take a schedule of
fixtures in the Demised Premises
3.8.2 If any breach of covenant defects disrepair removal of fixtures or
unauthorized alternations or additions shall be found upon such
inspection for which the Tenant is liable then upon by the Landlord to
the Tenant to commence and thereafter diligently proceed to execute all
repairs works replacements or removal required to the reasonable
satisfaction of the Landlord or its surveyor or agent
3.8.3 If the Tenant shall not within a reasonable time comply with a notice
given pursuant to this clause 3.8 then forthwith to permit the Landlord
its workmen or agents with or without plant and other machinery to
enter into the Demised Premises and execute such repairs works
replacements or removals.
3.8.4 To pay to the Landlord on demand all costs and expenses so incurred
with Interest form the date of expenditure until the date they are paid
by the Tenant to the Landlord (such costs and expenses and Interest to
be recoverable as if they were Rent in arrears)
3.9 Yield up in repair at the end of the Term
At the expiration or earlier determination of the Tem or at such later time as
the Landlord recovers possession of the Demised Premises from Tenant
3.9.1 to quality yield up the Demised Premises (together with all additions and
improvements to the Demised Premised and all fixtures which during the Term may
be fixed or fastened to or upon the Demised Premises other than the Tenant's
fixtures removable by the Tenant) decorated repaired cleaned and kept fully in
accordance with the Tenant's covenants contained in this Lease
3.9.2 if so required buy the Landlord to remove from the Demised Premises all
the Tenant's belongings that is to say trade fixtures and fittings and all
notices boards and sign bearing the name of or otherwise relating to the Tenant
(including in this context any persons deriving title to the Demised Premises
under the Tenant) or its business and all partitions fixtures and fittings not
installed at the date hereof and any alterations carried out to the Demised
Premises during the Term
3.9.3 to make to the satisfaction of the Landlord all damage to the Demised
Premises resulting for in the removal of the Tenant's belonging form the Demised
Premises and by reinstatement of the Demised Premises pursuant to any covenant
with the Landlord
3.9.4 to reimburse to the Landlord all expenditure reasonably incurred by the
Landlord after the termination of the Term in repairing painting and decorating
the Demised Premises so as to put them into the condition required by the
foregoing Tenant's covenant and to pay to the Landlord a sum equivalent to the
loss of rent suffered by the Landlord during the period form such termination
until the date upon which all such works have been completed
3.10 Landlord's right of entry for repairs etc.
3.10.1 To permit the Landlord its workmen or agents and all others employed by
the landlord or by the other occupiers of any adjourning or neighbours property
together with plant and machinery at reasonable times after giving to the Tenant
previous notice (except in an emergency where no notice shall be required) to
enter upon the Demised Premises and where necessary to erect scaffolding on the
Demised Premises:
3.10.1.1 to construct alter maintain build or rebuild any adjourning or
neighbouring remises or property of the Landlord or person so entering or
3.10.1.2 to construct alter maintain repair or fix anything or additional thing
serving such property and running through under or on the Demised Premises or
3.10.1.3 to comply with an obligation to any third party having legal rights
over the Demised Premises or
3.10.1.4 in exercise of a right or to comply with an obligation of repair
maintenance or renewal under this Lease or
3.10.1.5 in connection with the construction development or redevelopment of any
adjourning or neighbouring land or premises including the right to build on or
onto in prolongation of any boundary walls of the Demised Premises without
payment of compensation for any nuisance annoyance inconvenience or damage
caused to the Tenant subject to the Landlord (or other person so entering)
exercising such right in a reasonable manner and making good any damage caused
to the Demised Premises
3.11 Alterations
3.11.1 Not without the consent of the Landlord which shall not be unreasonably
withheld or delayed to erect or permit or suffer to be erected any other
building structure pipe wire mast or post upon the Demised Premises nor to make
or permit to suffer to be made any alteration therein or addition thereto nor to
commit or permit or suffer any waste spoil or destruction in or upon the Demised
Premises nor to cut injuries or remove or suffer to be cut injured or removed
any of the roofs walls (whether outside or inside) floors joist timbers wires
pipes drains appurtenances or fixtures of the building or Demised Premises
3.11.2 At the expiration or earlier determination of the Term (unless otherwise
required by the Landlord) to reinstate the Demised Premises to the same
condition as they were in at the grant of this Lease such reinstatement to be
carried out under the supervision an to the reasonable satisfaction of the
Landlord or the Landlord's surveyor or agent
3.11.3 To procure that any alternations or additions to the Demised Premises
permitted by the Landlord under clauses 3.11.1 shall be carried out only by a
contractor approved by the Landlord (such approval not to be unreasonably
withheld) and in accordance with the Construction (Design and Management)
Regulations 1994 ("the CDM Registrations")
3.12 Alienation of part absolutely prohibited
not to charge or assign or underlet or otherwise share or part with possession
of part only of the Demised Premises save for the existing Farm Business Tenancy
Agreement dated 29th March 2000 in favour of Xxxxxx Xxxxxxxxxx Limited
3.13 Parting with possession and occupation
Not to part with or share possession or occupation of or declare any trust in
respect of the Demised Premises or any thereof PROVIDED THAT occupation of the
Demised Premises or any part thereof as a licensee only by any company which is
a member of the same group (as that expression is defined in section 42 of the
Landlord and Tenant Act 1954) as the Tenant shall not be a breach of this
covenant PROVIDED FURTHER that:
3.13.1 no legal estate or other right of tenancy shall be created
3.13.2 the Tenant shall forthwith give the Landlord notice in writing of the
identify of such company the relationship to the Tenant the area occupied the
date of occupation and date of vacation 3.13.3 the Tenant shall procure that the
said company shall vacate the Demised premised forthwith upon whichever is the
earlier of the date of expiration or sooner determination of the Term and the
date on which same group and
3.13.4 if the rent is paid by any such company it shall be deemed to have been
paid by and on behalf of the Tenant
3.14 Assignment Permitted
Not to assign the whole or any part of the Demised Premises save that the Tenant
may with the written consent of the Landlord obtained not more than three months
previously (which consent shall not unreasonably withheld or delayed):
3.14.1 assign the whole of the Demised Premises provided that it will be
reasonable for the Landlord to impose any or all of the following conditions
(which are specified for the purpose of section 19(1A) of the Landlord and
Tenant Act 1927) on giving any licence for an assignment by the Tenant as a
condition precedent to the granting of such consent and any such licence shall
be treated as being subject to each of the following conditions:
3.14.2 a requirement that the assigning Tenant execute as a deed and deliver to
the Landlord prior to the assignment in question and before giving occupation of
the whole or any part of the Demised Premises an Authorised Guarantee Agreement
(as defined in and for the purpose of section 16 of the Landlord and Tenant
(Covenant) Act 1995) (`AGA') in a form reasonably required by the Landlord.
3.14.3 if the landlord reasonably requires a requirement that on or more third
party guarantors reasonably acceptable to the Landlord are provided who prior to
the assignment in question and before giving occupation of the whole or any part
of the Demised Premises enter into direct covenants with the Landlord (and if
more than one then jointly and severally) in the terms set out in the Fourth
Schedule
3.14.4 if the Landlord reasonably so requires a requirement that the proposed
assignee prior to the assignment in question and before being given occupation
of the whole or any part of the Demised Premises enter into such rent deposit
arrangement and/or provide such additional security for performance by the
proposed assignee of its obligations under this Lease as the Landlord may
reasonably require
3.14.5 that any guarantor of the Tenant's obligations under this Lease shall
have guaranteed to the Landlord that the Tenant will comply with the term and
conditions of an AGA entered into by the Tenant on the terms and in a form which
the Landlord reasonably requires
3.14.6 a requirement that prior to the assignment in question and before giving
occupation of any part of the premises to be assigned the assignee covenants to
the Landlord to pay the rent for the time being and from time to time reserved
by this Lease and to observe and perform the covenants and conditions contained
in this Lease on the part of the Tenant for the period until the assignee is
released from its covenants implied in this Lease and upon the next assignment
to enter into AGA as specified above provided that no assignment of whole of the
Demised Premises shall be permitted whatsoever to a proposed assignee which is a
person or company connection with the Tenant within the meaning of section 839
of the Income and Corporation Taxes Xxx 0000
3.15 Charging permitted
Not to charge the whole of the Demised Premises without the consent of the
Landlord
3.16 Underletting permitted
3.16.1Not to underlet the whole or any part of the Demised
Premises except provided that if
(a) the whole of the Demised Premises are to be underlet and
(b) the rent to be reserved by the underlease shall not be less
than the Rents for the time being payable by the Tenant under
this Lease and shall be the best obtainable without taking a
fine or premium and shall not be commuted or payable more than
one quarter in advance
(c) the Tenant shall comply with clause 3.16.2, 3.16.3, 3.16.4 and
3.16.5
the Tenant may underlet the whole of the Demised Premises with the prior consent
of the landlord which consent shall not be reasonably withheld or delayed
3.16.2 To incorporate in every permitted underlease:
(a) such provisions as are necessary to ensure that the terms are
consistent with and are no less onerous than the terms
contained in this Lease
(b) a covenant that the undertenant shall not underlet the whole
or any part of the premises thereby demised
(c) a covenant that the undertenant shall not assign or charge
part only of the premises thereby demised
(d) a covenant that the undertenant shall not assign or charge the
whole of the premises thereby demised without the consent of
both the landlord and the Tenant under this lease and any
superior landlord if required
(e) a covenant that the undertenant shall not part with or share
possession or occupation of or declare a trust in respect of
the premises thereby demised save by way of an assignment or
charge pursuant to the provisions hereinafter before referred
to
(f) a covenant by the undertenant (which the Tenant hereby
covenants to enforce) prohibiting the undertenant form causing
or suffering any act or thing upon or in relation to the
premises underlet inconsistent with or in breach of the
provisions of this Lease and
(g) a condition for re-entry in the form referred to in clause 4.1
hereof
3.16.3 Upon any permitted underlease to procure that the undertenant shall
give a direct covenant in a deed in favour of the landlord to observe
and perform the covenants and conditions on the part of the Tenant
contained in this lease (save as to payment of rent) insofar as the
same relate top the premises underlet and (if the landlord reasonably
requires) to procure that such guarantor or guarantors as may be
acceptable to the Landlord guarantee such covenant in such terms as the
landlord may form time to time require
3.16.4 Without prejudice to the provisions hereinbefore contained the Tenant
shall obtain the approval of the Landlord's solicitors to the principal
terms of any underlease (and if required) the form of underlease
finally agreed with the proposed undertenant before granting the same
(such approval not to be unreasonably withheld or delayed)
3.16.5 In connection with any underlease the Tenant shall:
(a) not consent to or participate in any variation or addition to
any such underlease (or any of the terms thereof) without the
prior consent of the Landlord (such consent not to be
unreasonably withheld or delayed)
(b) enforce all the covenant and obligations of the underlessee
thereunder and not expressly or by implication waive any
breach of the same
(c) not grant any under unless it contains an exclusion of section
24-28 of the landlord and Xxxxxx Xxx 0000 pursuant to a court
obtained prior to the grant such exclusion court application
and order to be first approved in writing by the landlord
3.16.6 Within one month after written request by the Landlord to notify the
Landlord in writing
(a) whether the Tenant occupies the Demised Premises wholly or in
part
(b) whether the Tenant has granted an underlease of the whole of
the Demised Premises and if so the landlord of the rent
reserved by any underlease and the full name and address of
any underlessee and
(c) whether there are any other occupiers of the Demised Premises
save as specified above and if so the full terms on which they
occupy
3.17 Registration
Within one moth after any assignment underlease assignment if underlease
mortgage charge transfer disposition or devolution of the Demised Premises or
any part thereof or any devolution in the estate of the Tenant therein or if the
Lease and every surrender of any derivative mediate or immediate estate in the
Demised Premises or any devolution of such estate in the Demised Premises or any
devolution of such estate to give notice thereof in duplicate to the Landlord's
solicitors and to produce to them the original or a certified copy of the
instrument or instruments (including any relevant probate letters of
administration or assent) and also to deliver to the same solicitors for
retention by the Landlord a copy therefore and to pay to the same solicitors a
reasonable fee (but not less than (pound)20) for the registration of such
transaction
3.18 User
Not to use the Demised Premises otherwise than for the cultivation and
distribution of mushrooms and associated products ("the Permitted Use")
3.19 Restrictions affecting use of the Demised Premises
3.19.1 Not to erect install or use in or upon the Demised Premises any engine
furnace machinery or apparatus which causes noise fumes or vibration and which
can be heard smelled or felt in nearby premises or outside the Demised Premises
or which may cause damage or overload the services serving the Demised Premises
3.19.2 Not to store in or upon the Demised Premises any petrol or other
specially inflammable dangerous offensive explosive or combustible substance
material or liquid
3.19.3 Not to use the Demised Premises for any noxious nosy or offensive trade
or business nor for any illegal or immoral act or purpose
3.19.4 Not to hold any sales by auction on the Demised Premises
3.19.5 Not to hold in or on the Demise Premises any exhibition public
meeting or public entertainment
3.19.6 Not to permit any vocal or instrument music in the Demised Premises so
that it can be heard in nearby premises or outside the Demised Premises
3.19.7 Not to do in or upon the Demised Premises anything which may be or become
or cause a nuisance annoyance disturbance inconvenience injury or damage to the
Landlord or to the owners tenants and occupiers of adjoining or neighbouring
properties
3.19.9 Not to do anything whereby any policy of insurance on including or in any
way relating to the Demised Premises taken out by the Landlord may become void
or voidable or whereby the premium thereon may be increased and to comply with
all the requirements of the insurers a to fire and security precautions relating
to the Demised Premises
3.19.10 Not to use the Demised Premises as a betting shop or betting office
3.19.11 Not to use the Demised Premises for the sale of wines spirits beers or
any intoxicating liquor for consumption either on or off the Demised Premises
3.19.12 Not to permit the drains to be obstructed by oil grease or other
deleterious matter but to keep the Demised Premises and the drains serving the
Demised Premises thoroughly cleaned as often as may be necessary
3.19.13 Not to give any xxxx of sale or other preferential security on the
stock-in-trade or personal chattels of the Tenant for the time being be on or
about the Demised Premises
3.20 Keyholders
The Tenant must ensure that at all times the landlord and the local police force
have written notice of the name home address and home telephone number of at
least two keyholders of the Demised Premises
3.21 Notices of a competent authority
Within seven days of the receipt by the Tenant of any notice order requisition
direction or plan given made or issued to or by a competent authority affecting
the Demised Premises or the occupation or user thereof to supply a copy thereof
to the Landlord and to make or join in making objections or representations
against or in respect thereof as the Landlord may reasonably require
3.22 Compliance with statutes etc.
3.22.1 To comply in all respects with the provisions of all statutes and
instruments pursuant to them for the time being in force and requirements of any
competent authority relating to the Demised Premises or anything done in or upon
them by the Tenant and to indemnity the landlord against all actions proceedings
claims or requirements or any default in compliance with them
3.22.2 In particular but without prejudice to the generally of clause 3.25.1:
3.22.2.1 to execute all works and do all things on or in respect of the Demised
Premises which are required under the offices Shops and Railway Premises Act
1963
3.22.2.2 to comply with all requirements under any present or future Act of
Parliament order byelaw or regulation as to the use or occupation of or
otherwise concerning the Demised Premises
3.22.2.3 to execute with all due diligence (commencing within two months or
sooner if necessary and then proceeding continuously) all works to the Demised
Premises for which the Tenant is liable in accordance with this clause 3.25 and
of which the Landlord has given to the Tenant and
3.22.2.4 if the Tenant shall not comply with clause 3.25.2.3 to forthwith permit
the Landlord to enter the Demised Premises to carry out such works and to pay to
the Landlord on demand the expense of so doing (including surveyor's other
professional advisors' fees) together with interest form the date of expenditure
until payment by the Tenant to the Landlord (such monies to be recoverable as if
they were Rents in arrears)
3.22.3 The Tenant must immediately give notice to the Landlord of any defect in
the Demised Premises that might give rise to an obligation on the landlord to do
or refrain form doing anything in order to comply with the provisions of this
Lease or the duty of care imposed on the Landlord whether pursuant to the
Defective Premises Xxx 0000 or otherwise and must at all times display and
maintain any notices the Landlord may time to time require him to display at the
Demised Premises
3.22.4 The Tenant must comply with the provisions of the CDM Regulations being
the only client (*as defined by the provisions of the CDM Regulations) and
fulfil in relation to all and any works all the obligations of the clients as
set out in or reasonably to be inferred for the CDM Regulations and make a
declaration to that effect to the Health and Safety Executive in accordance with
the Approved code of Practice published from time to time by the Health and
Safety Executive in relation to the CDM Regulations. The provisions of clause
3.14.12 are to have effect in any circumstances to which these obligations apply
3.22.5 At the end of the Term the Tenant must forthwith deliver to the Landlord
any and all health and safety files relating to the Demised Premises in
accordance with the CDM Regulations
3.23 Planning Permissions
3.23.1 Not to make any application under the Town and country Planning Acts to
any local planning authority for permission to develop (including change of use
of ) the Demised Premises without the prior written consent of the Landlord
which shall not be unreasonably withheld or delayed
3.23.2 To indemnity the Landlord against any development charges other charges
and expenses payable in respect of such applications and to reimburse to the
Landlord the costs it may properly incur in connection with such consent
3.23.3 To pay to the Landlord on demand any sum or sums which may become payable
in consequence of the use of the Demised Premises reverting to that existing
prior to such application being made
3.23.4 Forthwith to give to the Landlord full particulars in writing of
htegrant of planning permission
3.23.5 Not to implement any planning permission if the Landlord shall make
reasonable objection to any of the conditions subject to which it has
been granted
3.24 Compliance with Town and country Planning requirements
3.24.1 To perform and observe all the provision and requirements of all statutes
and regulations relating to the Town and Country planning Acts in relation to
the Demised Premises and to obtain any development or other consent which may be
requisite by reason of the development of or on the Demised Premises by the
Tenant
3.24.2 To indemnity the landlord from and against any loss or expense suffered
by the Landlord by reason of the Tenant's failure to obtain any necessary
development or other consents as aforesaid
3.24.3 To give full particulars to the Landlord of any notice or proposal for a
notice or order or proposal for an order made given or issued to the Tenant or
by virtue of any status or regulation relating to the Town and Country Planning
Acts or otherwise within seven days of the receipt of any such notice by the
Tenant and if so required by the Landlord to produce such notice or proposal for
a notice or order to the Landlord
3.24.4 Forthwith to take all reasonable and necessary steps to comply with any
such notice or order
3.24.5 Another request and cost of the Landlord to make or join with the
landlord in making such objections or representations against or in respect of
any proposals for such a notice or order as the Landlord may deem expedient
3.25 Claims made by third parties
To indemnity the Landlord against any claims proceedings or demands and the
costs and expenses so incurred which may be brought against the Landlord by any
employees workpeople agents or visitors of the Tenant in respect of any accident
loss or damage whatsoever to person or property howsoever caused or occurring in
or upon the Demised Premises
3.26 Cost of applications notices and recovery of arrears
3.26.1 The Tenant must pay to the Landlord on demand on a full indemnity basis
all proper and reasonable costs fees charges disbursements and expenses
including but without prejudice to the generality of the above those payable to
counsel solicitors surveyors and bailiffs properly incurred by the Landlord in
relation to or incidental to:
3.26.1.1 every application made by the Tenant for a consent or licence required
by the provisions of this Lease whether it is granted refused or offered subject
to any qualification or condition or the application is withdrawn
3.26.1.2 the contemplation preparation and service of a notice under section 146
of the Law of Property Xxx 0000 or by reason or contemplation of proceedings
under sections 146 or 147 of that Act even if forfeiture is avoided otherwise
than by relief granted by the court.
3.26.1.3 the recovery or attempted recovery of arrears of Rent or other sums
due under this Lease and
3.26.1.4 any steps taken in contemplation of or in connection with the
preparation and service of a schedule of dilapidations during or after the end
of the term.
3.26.1.5 prior to the Landlord being require to consider any application for
licence or consent required pursuant to the terms of this Lease the Tenant must
procure that its solicitors provide an unqualified undertaking to the Landlord's
solicitors to pay the Landlord's reasonable and proper costs on a full indemnity
basis whether or not such application proceed top completion
3.27 Obstruction of windows or lights
3.27.1 Not to permit any easement to be made or acquired into against or upon
the Demised Premises
3.27.2 Where any encroachment or easement shall be made or attempted to be made
or acquired forthwith to give notice of the circumstances to the Landlord and at
the request of the Landlord to adopt such course as may be reasonably required
or deemed proper by the landlord for preventing any such encroachment or the
acquisition of any such easement
3.28 Value Added Tax
3.28.1 To pay and indemnity the Landlord against any value added tax (or any of
a similar nature that may be substituted for it or levied in addition to it)
lawfully imposed upon and added to any rent fee charge cost or other payment or
expenses in respect of goods and services supplied by or on behalf of the
Landlord in connection with this Lease
3.28.2 To indemnity the Landlord to the extent that input (value added) tax for
which the Landlord may be able to third parties in respect of goods and services
to the Landlord in connection with this Lease is not recoverable by the Landlord
by credit against output (value added) tax or repayment to the Landlord by the
Commissioners of Customs and Excise
3.29 Notices "to let" and "for sale"
To allow the Landlord its surveyor or agents to enter on the Demised Premises at
any time:
3.29.1 within six months next before the expiration or earlier determination of
the Term to fix upon any suitable and conspicuous part of the Demised Premises a
notice board for re-letting the Demised Premises
3.29.2 to fix on any suitable and conspicuous part of the Demised Premises a
notice board for sale of the Landlord's interest in the Demised Premises
3.29.3 not to remove or obscure any such notice board and
3.29.4 to permit all persons authorised by the Landlord or its agents to view
the Demised Premises at reasonable hours without interruption in connection with
any such letting or sale
3.30 Expenses in respect of party walls and structures
To pay a fair proportion (to be conclusively determined by the Landlord's
Surveyor) of the expenses incurred in respect of any repairing rebuilding and
cleansing any party walls fences sewers drains channels sanitary apparatus pipes
wires passageways stairways entrance ways roads pavements and other things the
use of which is common to the Demised Premises and to other property including
the fire escape
3.31 Indemnities
3.31.1 To indemnity the Landlord against all costs and expense including
professional fees reasonably and property incurred by the Landlord in connection
with all and every loss and damage whatsoever incurred or sustained by the
Landlord as a consequence of every breach of the covenants by the Tenant set out
herein or implied PROVIDED that such indemnity shall extent to and cover all
costs and expenses incurred by the landlord in connection with any steps which
the landlord may take to remedy any such breath and be without prejudice to any
rights or remedies of the Landlord in respect of any such breach
3.31.2 Without prejudice to the generally of the foregoing to indemnity the
Landlord against any tax or imposition which becomes payable by the Landlord in
respect of the Demised Premises or any part thereof by reason of any act or
omission of the Tenant and against any additional tax or imposition which either
during or after the termination of the Term becomes payable by the Landlord in
respect of the Demised Premises or any part thereof or any other property
whatsoever (whether as a result of the loss of exemption from tax or the loss of
eligibility for reduced rates of a tax or as a result of the grossing-up of tax
or otherwise howsoever) which but for such act or omission would not have been
payable by the Landlord
3.31.3 To indemnity the Landlord against all actions claims liabilities costs
and expenses alleged or demanded by the owners or occupiers of any adjourning or
neighbouring property or other parties arising through the use or occupation of
the Demised Premises the existence of any article in or about the Demised
Premises or the execution or omission of any works upon the Demised Premises
except insofar as the same may be due solely to the landlord's own act or
default or the act or default of the Landlord's employees or agents
3.32 Encumbrances
To observe and perform the obligations and liabilities comprising the
Encumbrances and to indemnity and keep indemnified the landlord against any
liability whatsoever arising out of breach non-observance or non-performance of
such obligations and liabilities
3.33 Surety
In the event that any person firm or body corporate which has or shall have
guaranteed the Tenant's obligations contained in this ?Lease shall die or in an
event shall occur in relation to such person firm or body corporate of the type
referred to in clause 4.1.3 then to give immediate notice thereof to the
Landlord and if so required by the Landlord at the expense of the Tenant within
20 working days thereafter to procure that some other guarantor or guarantors
acceptable to the Landlord execute a guarantee in respect of the Tenant's
obligations contained in this Lease in the form referred in the fourth Schedule
or on such other terms as the landlord may reasonably require
4 Provisos
The parties agree to the following provisos:
4.1 Proviso for re-entry
4.1.1 If
4.1.1.1.1 any or any part of the Rents reserved by the Lease shall be unpaid for
21 days after any of the days when they become due for payment (whether or not
they shall have been lawfully demanded) or
4.1.1.2 the Tenant shall at any time fail or neglect to perform or observe any
of the covenants conditions or agreements contained in this Lease to be
performed or observed by the Tenant or shall allow any distress or execution to
be levied on the Tenant's goods or
4.1.1.3 an event of insolvency shall occur in relation to the Tenant or any one
of the Tenants or any guarantor of the Tenant or any one of the Tenants
then and in any such case it shall be lawful for the Landlord or any person or
persons duly authorised by the Landlord for that purpose to re-enter the Demised
Premises or any part of them in the name of the whole and peaceably to repossess
and enjoy the Demised Premises as if this Lease had not been made
4.1.2 Re-entry in exercise of the rights contained in clause 4.1.1 shall be
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 contained in the
Lease
4.1.3 The expression "an event of insolvency" in clause 4.1.1.3 includes (in
relation to a company or other corporation which is the Tenant or one of the
Tenants or a guarantor) the company ceasing to exist the inability of the
company to pay its debts entry into compulsory or voluntary liquidation (except
for the purpose of amalgamation or reconstruction by a solvent company) the
passing of a resolution for a creditors winding up the making of a proposal to
the company and its creditors for a composition in satisfaction of its debts or
a scheme of arrangement of its affairs, the application to the court for an
administration order and the appointment of a receiver or an administrative
receiver and (in relation to an individual who is the Tenant or a guarantor)
inability to pay or having no reasonable prospect of being able to pay his
debts, the presentation of a bankruptcy petition the making of a proposal to his
creditors for a composition in satisfaction of his debts or a scheme of
arrangement of his affairs the application to the application to the court for
an interim order and the appointment of a receiver or interim receiver and in
relation to the various events of insolvency they shall wherever appropriate be
interpreted in accordance and conjunction with the relevant provisions of the
Insolvency Xxx 0000
4.2 Payment of Rent not waiver
No demand for a receipt or acceptance of any part of the Rent 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 PROVIDED that this proviso shall have effect in relation only to a
demand receipt or acceptance made during such period as may in all the
circumstances be reasonable for enabling the Landlord to conduct any
negotiations with the Tenant for remedying the breach commencing upon the
Landlord becoming aware of such breach
4.3 Rent abatement in case of damage by Insured Risks
4.3.1 If the whole or any part of the Demised premises shall at any time be
destroyed or damaged by any of the Insured Risks so as to render the Demised
Premises unfit for occupation and use and the policy or policies of insurance
shall not have been vitiated or payment of the policy monies withheld in whole
or in part in consequence of some act or default of the Tenant his employees or
agents then the Rents reserved by this Lease or a fair proportion of them
according to the nature and extent of the damage sustained shall cease and be
suspended until the Demised Premises shall be rendered fit for occupation and
use again
4.3.2 Any dispute as to the amount or extent of such cesser of Rent shall be
referred to the award of a single arbitrator if the Landlord and the Tenant can
agree upon one and otherwise to an arbitrator appointed at the request of either
of them by the President for the time being of the Royal Institution of
Chartered Surveyors and in either case in accordance with the provisions of the
Arbitration Xxx 0000
4.4 Determination if destruction
If during the Term the Demised Premises or the Building shall be destroyed or so
damaged by any of the Insured Risks as to be substantially unfit for occupation
and use
4.4.1 the Landlord may by not less than three months notice expiring at any time
determine the Term and upon the expiry of such notice the Term shall determine
without prejudice to any remedy of the Landlord in respect of any of the
Tenant's covenants
4.4.2 if the Term is determined under clause 4.4.1 the Landlord shall be
entitled to retain the insurance monies received by the Landlord
4.5 No warranty as to use
Nothing herein shall be deemed to constitute any warranty by the Landlord that
the Demised premises or any part thereof are under the Planning Acts authorised
for use for any specific purpose
4.6 Power for Landlord to deal with adjoining property
The Landlord may deal as it may think fit with other property or buildings
belonging to the Landlord adjoining or nearby and to erect or suffer to e
erected on such property any buildings whatsoever or to rebuild reconstruct
alter or otherwise maintain any such property whether or not such building
rebuilding reconstruction alteration or maintenance shall affect or diminish the
light or air which may now or at any time be enjoyed by the Tenant in respect of
the Demised Premises
4.7 Arbitration of disputes between the Tenant and other
If any dispute or disagreement shall at any time arise between the Tenant and
the tenants and occupiers of any adjoining or contiguous property or premises
belonging to the Landlord relating to the Conducting Media serving the Demised
Premises or any adjoining or contiguous premises or any easements or privileges
whatsoever affecting or relating to the Demised Premises or any adjoining or
contiguous property or premises or any other thing the use of which is shared by
the Demised Premises and such adjoining or contiguous property or premises the
dispute or disagreement shall from time to time be settled and determined by the
Landlord to which determination the Tenant shall from time to time submit
4.8 Exemption from liability in respect of services
4.8.1 The Landlord shall not be liable to the Tenant for any loss damage or
inconvenience which may be caused by reason of:
4.8.1.1 temporary interruption of services during periods of inspection
maintenance repair and renewal
4.8.1.2 the breakdown failure stoppage leaking bursting or defect of any hot or
cold water sanitary ventilation extraction plant and machinery or of soil gas
water or electricity or other plan and machinery or of the Conducting Media in
the Demised Premises or neighbouring or adjoining property or premises
4.9 Accidents
The Landlord shall not be responsible to the Tenant or the Tenant's licensees
employees or visitors nor to any other person for any accident happening injury
damage destruction or financial or consequential loss whether to person property
or goods sustained or suffered in the Demised Premises
4.10 Compensation for disturbance
Except to the extent that any statutory provision prohibits the Tenant's right
to compensation being reduced or excluded by agreement the Tenant nor any
assignee or undertenant shall not be entitled on quitting the Demised Premises
to claim from the Landlord any compensation under the Landlord and Xxxxxx Xxx
0000
4.11 Application
It is acknowledged and agreed that the Landlord shall be allowed a period of not
less than thirty days for the purpose of considering any application made by the
Tenant for consent pursuant to clauses 3.12 to 3.16 (inclusive) hereof such
period to be calculated from the date of receipt by the Landlord of the last of
the information and references reasonably requested by it in relation to the
transaction which is the subject of the application
4.12 Removal of property after determination of Term
4.12.1 If at such time as the Tenant has vacated the Demised Premises after the
determination of this Lease any property of the Tenant shall remain in or on the
Demised Premises and the Tenant shall fail to remove the same within 14 days
after being requested by the Landlord so to do by a notice to that effect then
the Landlord may as the agent of the Tenant sell such property and shall then
hold the proceeds of sale after deducting the costs and expenses of removal
storage and sale incurred by it to the order of the Tenant
4.12.2 The Tenant shall indemnify the Landlord against any liability incurred by
or to any third party whose property shall have been sold by the Landlord in the
bona fide mistake belief (which shall be presumed unless the contrary be proved)
that such property belonged to the Tenant and was liable to be dealt with as
such pursuant to this clause
4.13 Notices consents and approvals
4.13.1 Any notice served under or in connection with this Lease shall be in
writing and be properly served if compliance is made with the provisions of
section 196 of the Law of Property Act 1925 (as amended by the Recorded Delivery
Service Act 1962)
4.13.2 If the receiving party consists of more than one person a notice to one
of them is notice to all
4.13.3 Any consent or approval under this Lease shall be required to be obtained
before the act or event to which it applies is carried out or done and shall be
effective only when the consent or approval is given in writing by Deed in such
form as the Landlord shall require
4.14 Landlords Mortgagees
4.14.1 The powers rights matters and discretions granted and reserved to the
Landlord under this Lease shall be construed as including (where appropriate)
the exercise of such right matter and discretion or any mortgagee of the
Landlord their servants agents or workmen and all others authorised by them
4.14.2 If the Tenant shall do or propose to do any matter or thing for which the
consent of any mortgagee of the Landlord shall be required the Tenant shall bear
and indemnify the Landlord against the cost of obtaining such consent together
with all incidental surveyors' professional or other fees and disbursement
4.14.3 The Landlord shall be entitled to withhold the Landlord's consent in any
matter where any consent of any mortgagee of the Landlord is required and the
Landlord having used all reasonable endeavours to do so (provided that the
Landlord shall not be required to instigate any proceedings in any court) is
unable to obtain it
4.15 Exclude third party rights etc Act
Nothing in this Lease confers any rights on any person pursuant to the Contracts
(Rights of Third Parties) Xxx 0000
4.16 Rights of Pre-emption
4.16.1 If at any time after 30th June 2002 and at any time when the Lease is
vested in Tenant (here meaning only Everbloom International Pte Limited or
MycoBiotech Pte Limited or any subsidiary of that company) the Landlord shall
desire to dispose of its freehold interest in the Demised Premises it shall
first serve written notice upon the Tenant of such intention stating the price
and other material terms agreed in relation to any proposed sale ("the
Landlord's Notice")
4.16.2 In the event that the Tenant wished to acquire the freehold reversion in
the Demised premises upon the same terms as the agreed sale and in particular at
the same price it shall within 20 working days of receipt of the Landlord's
Notice serve written notice upon the Landlord of its desire ("the Tenant's
Notice")
4.16.3 Upon receipt of the Tenant's Notice the Landlord shall sign and return to
the Tenant a duplicate copy of the Notice
4.16.4 Upon the Tenant's Notice being returned by the Landlord duly signed the
Landlord thereby agrees to sell and the Tenant thereby agrees to purchase the
Property upon the terms set out in the Landlord's Notice but in any event not at
a price below (pound)800,000 and otherwise in accordance with Schedule 5 hereof
5 Landlord's covenants
The Landlord covenants with the Tenant (but not so as to bind the Landlord after
it has parted with the reversion) as follows:
5.1 Quiet enjoyment
That the Tenant paying the Rents and performing the Tenant's covenants reserved
by and contained in this Lease the Tenant may lawfully and peaceably enjoy the
Demised Premises throughout the Term without any lawful suit eviction or
interruption by the Landlord or by any person lawfully claiming through under or
in trust for the Landlord
5.2 Insurance
5.2.1 To insure the Demised Premises and keep the same insured (subject to
such terms exclusions excesses and limitations as may be imposed by the
insurers against
5.2.1.1 loss or damage by the Insured Risks (in the case of terrorism only in as
far as insurance cover is available at commercially prudent rates of premium) in
such amount as the Landlord shall from time to time deem sufficient to cover the
full amount of the costs (including reasonable provision for escalation of such
costs between the date of destruction of damage and the date of rebuilding or
reinstating the Demised Premises) of completely rebuilding or reinstating the
Demised Premises
5.2.1.2 professional fees in such amount as the Landlord from time to time deems
appropriate the cost of site clearance (including demolition and debris removal
in respect of the Demised Premises) and three years' rent of the Demised
Premises at the rate for the time being payable or prospectively payable
5.2.1.3 (to the extent to which the same is not covered by clause 5.2.1.1)
sudden and unforeseen damage to the lifts and other engineering plant in the
Demised Premises
5.2.1.4 Property Owners Liability for an Indemnity Limited which the Landlord
deems appropriate from time to time and to effect such insurance with the
insurers or underwriters of repute and to produce to the Tenant when requested
details of such insurances and confirmation of payment of the current premiums
5.2.2 Whenever the whole or any part of the Demised Premises shall in
consequence of the occurrence of any of the Insured Risks be destroyed or
damaged so as to render the whole or part of the Demised Premises unfit for
occupation or use then with all the due diligence to apply the monies received
for that purpose by virtue of the policy of insurance (or to require the monies
to be laid out) towards the rebuilding repairing and reinstating the Demised
Premises with all convenient speed
5.2.3 The Landlord's obligation under this clause 5.2 shall cease if and to the
extent that the insurance shall be vitiated or the policy monies withheld by any
act or default of the Tenant
6 Rent review
6.1 The review date
The Rent payable under his Lease shall be reviewed on the 1 July 2006 (referred
to in this clause 6 as "the Relevant Review Date") and as from the Relevant
Review Date the Reviewed Rent (agreed or determined in accordance with the
following provisions of this clause) shall become payable in all respects as if
it were the Rent reserved by this Lease
6.2 Upward only rent review
The Reviewed Rent shall be the greater of:
6.2.1 the Rent payable under this Lease immediately preceding the Relevant
Review Date and
6.2.2 the market rent of the Demised Premises at the Relevant Review Date
6.3 The market rent
The expression "the Market Rent" shall for the purpose of this Lease mean the
yearly rental value of the Demised Premises having regard to rental values as
between a willing landlord and a willing tenant for property at the Relevant
Review date without a premium for a term of four years from the Relevant Review
Date and subject to the provisions to the same effect as those contained in this
Lease (other than the amount of Rent but including these provisions for rent
review) but upon the assumption (if not the fact) that at the Relevant Review
Date:
6.3.1 the Demised Premises are available to be let with vacant possession (but
such assumption shall not give rise to any discount or abatement of the market
rent to allow for any concessionary rent or rent-free period which a willing
landlord would grant to a willing tenant upon such a letting)
6.3.2 the Demised Premises are fit fitted out and ready for immediate
occupation and use
6.3.3 no work has been carried out to the Demised Premises by the Tenant (or
any predecessor-in-title of the Tenant) which has diminished the market rent
6.3.4 in case the Demised Premises have been destroyed or damaged or have become
inaccessible they have been fully reinstated (or rendered accessible)
6.3.5 the Demised Premises are in a state of full repair and the covenants on
behalf of the Landlord and the Tenant have been fully observed and performed
6.3.6 there is not in operation any statute order or instrument regulation or
direction which has the effect of regulating or restricting the amount of Rent
of the Demised Premises which might otherwise be payable and
6.3.7 the Demised Premises may be lawfully used for the Permitted Use (and there
shall be disregarded any actual restriction or qualification which may be
imposed on such use by the terms of the user covenant in clause 3 or otherwise)
and that no capital is required to be expended upon the Demised Premises to
enable them to be so used
6.3.8 that all Value Added Tax or other imposition or levy of a like nature
payable by the Tenant under the provision of this lease is recoverable by the
Tenant in full or would be recoverable by any/every prospective willing tenant
6.4 Matters to be disregarded
In agreeing or determining the market rent the effect upon it of the following
matters shall be disregarded:
6.4.1 the occupation of the Demised Premises by the Tenant (or any
predecessor-in-title of the Tenant)
6.4.2 any goodwill attached to the Demised Premises by reason of the carrying
out at the Demised Premises of the business of the Tenant (or
predecessors-in-title of the Tenant to that business)
6.4.3 any improvements to the Demised Premises made by the Tenant with the
consent of the Landlord other than those made in pursuance of an obligation to
the Landlord
6.4.4 any equipment plant or machinery in or on the Demised Premises whether set
out in the attached inventory or otherwise
6.5 Procedure for determination of market rent
6.5.1 The Landlord and the Tenant shall endeavour to agree the Market Rent at
any time not being earlier than twelve months before the Relevant Review Date
but if they shall not have agreed the Market Rent three months before the
Relevant Review Date the amount of the Market Rent shall be determined by a
surveyor who shall act as an expert and not an arbitrator to be agreed between
the parties of if there is no such agreement then to be nominated by the
President for the time being of The Royal Institution of Chartered Surveyors on
the application of either the Landlord or the Tenant provided that the surveyor
shall on being appointed invite the Landlord and the Tenant to submit to him
within such time limit (not being less than 21 days) as he shall consider
appropriate such representations as to the Market Rent with such supporting
evidence as the same may respectively wish and the costs of the referral to the
surveyor shall be decided by him and his decision shall be final and binding on
the parties hereto
6.5.2 The reference to and award of the arbitrator shall be in accordance with
the Arbitration Xxx 0000
6.5.3 The arbitrator to be nominated shall be a chartered surveyor having
experience of leasehold valuation of property being put to the same or similar
use as the Demised Premises and of property in the same region in which the
Demised Premises are situated
6.6 Time limits
Time shall not be of the essence in agreeing or determining the Reviewed Rent or
of appointing an arbitrator
6.7 Rental adjustments
If the Market Rent shall not have been agreed or determined in accordance with
the provisions of this clause before the Relevant Review Date then until the
Market Rent shall have been so agreed or determined the Tenant shall continue to
pay on account rent at the rate of Rent payable immediately before the Relevant
Review Date and when the Market Rent shall have been agreed or determined the
Tenant shall forthwith pay to the Landlord all arrears of the Reviewed Rent
which shall have accrued with Interest upon the arrears in respect of the period
commencing on the Relevant Review Date and ending with the payment of the
arrears by the Tenant to the Landlord
1
6.8 Memorandum of rent review
The parties shall cause a memorandum of the Reviewed Rent duly signed by the
Landlord and the Tenant to be endorsed on or securely annexed to this Lease and
the counterpart of this Lease
7 Surety covenant
7.1 Guarantee
The Surety covenants with the Landlord to perform and observe all the covenants
obligations and stipulations set out in the Fourth Schedule
7.2 No waiver of liability
The Surety shall not be released from liability under these provisions by reason
of any forbearance the granting of time or any other indulgence on the part of
the Landlord including (but without prejudice to the generality of the
foregoing) any granting or extension of time under or varying the procedure set
out in clause 6.5
7.3 Surety to accept new lease upon disclaimer
If a liquidator or trustee in bankruptcy of the Tenant shall disclaim this Lease
the Surety will (if the Landlord shall by notice within three months after such
disclaimer so require) take from the Landlord a lease of the Demised Premises
for a term commensurate with the residue of the Term which would have remained
had there been no disclaimer at the same Rents and subject to the same covenants
and conditions as are reserved by and contained in this Lease (with the
exception of this clause) such lease to take effect from the date of the
disclaimer and in such case the Surety shall pay the costs of such new lease and
execute and deliver to the Landlord a counterpart of the new lease
8 Distress
Without prejudice to its other rights at law in the event of any rent or other
monies due under this Lease being in arrears for fourteen days whether demanded
or not the Landlord shall be entitled to enter on the Demised Premises or any
part thereof and to distrain and to apply the proceeds thereof in or towards the
payment of the said rents or other monies
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9 VAT
Any rent or other sum payable by the Tenant hereunder is exclusive of Value
Added Tax or other tax that is or may be payable thereon
IN WITNESS whereof the parties hereto have executed this Lease as a deed the day
and year first above written
SCHEDULE 1
The Demised Premises
ALL THAT piece of land as shown edged red on the plan attached hereto together
with the buildings erected thereon and any equipment plant or machinery in or on
the Demised Premises set out in the attached inventory
SCHEUDLE 2
Rights Granted
The right for the Tenant (in common with other persons entitled to the like
right) to free and uninterrupted passage and running of water and soil gas
electricity telecommunications and all other services to and from the Demised
Premises in through and along the Conducting Media now laid or which may during
a period of eighty (80) years from the commencement of the Term be laid in on
over or under the Demised Premises or any part thereof
SCHEDULE 3
Exceptions and Reservations
1 The right to free and uninterrupted passage and running of water and
soil gas electricity telecommunications and all other services to and
from the Demised Premises in through and along the Conducting Media now
laid or which may during a period of eighty (80) years from the
commencement of the Term be laid in on over or under the Demised
Premises or any part thereof
3
2 The right to support shelter and protection for the Landlord's
adjoining or neighbouring property from the Demised Premises as is
enjoyed at the date hereof
3 The right for the Landlord its agents and workmen and all others
authorised at all reasonable times upon reasonable prior notice (except
in the case of emergency) to enter the Demised Premises for the purpose
of carrying out its obligations hereunder the Landlord making good all
damage caused by such entry or any works consequent thereon
4 Full right and liberty to build rebuild alter or raise the height of
any building on any adjoining or neighbouring property of the Landlord
in such manner as the Landlord thinks fit even if doing so diminishes
obstructs affects or interferes with the amenity of or the access to
the Demised Premises of passage of light and air to the Demised
Premises
5 The right to build on to connect with or otherwise take into use any
wall or fence bounding the Demised Premises and any Conducting Media
comprising in or serving the Demised Premises without payment of any
consideration or compensation to the Tenant subject to the Landlord
making good at its own expense any damage thereby caused to the Demised
Premises
SCHEDULE 4
Surety's Covenants
1 The Surety hereby covenants with the Landlord as a primary obligation
that
1.1 the Tenant will at all times during the Term pay the Rent on the days
and in manner aforesaid and will duly perform and observe all the
Tenant's covenants contained in the Lease and that in case of default
the Surety will pay and make good to the Landlord on demand all loss
damages costs and expenses thereby arising or incurred by the Landlord
1.2 the Surety will enter into any further lease granted by the Landlord to
the Tenant whether pursuant to the Landlord and Xxxxxx Xxx 0000 or
otherwise to guarantee the obligations of the Tenant under such lease
such guarantee to be in terms identical (mutatis mutandis) to the terms
of this guarantee or in such other terms as may be required by the
Landlord
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1.3 in the event that the Lease shall be forfeited or a liquidator or
trustee in bankruptcy shall disclaim or surrender this Lease the Surety
shall if the Landlord so requires by notice in writing given to the
Surety within three months after such event take a new lease of the
Demised Premises for the residue of the Term unexpired at the date of
such event and at the Rents then payable and subject to the terms of
this Lease in every respect and to execute and deliver to the Landlord
a counterpart thereof and to pay to the Landlord the costs thereof
1.4 in the event that the Landlord shall not require the Surety to take up
a lease in accordance with the provisions of paragraph 1.3 hereof then
the Surety shall pay to the Landlord a capital sum in the amount of the
Rent that would have otherwise been payable under this Lease for the
period of three months from the date of disclaimer surrender or
forfeiture
2 PROVIDED ALWAYS THAT IT IS HEREBY AGREED THAT
2.1 The Surety shall not be released or discharged in any way from its
obligations under this Lease by
2.1.1 any neglect or forbearance of the Landlord in endeavouring to obtain
payment of the Rent when the same become payable or to enforce
performance or observance of the Tenant's covenant herein and any time
which may be given by the Landlord to the Tenant
2.1.2 any variation of the terms of this Lease
2.1.3 the transfer of the Landlord's reversionary interest immediately
expectant on the determination of the Term
2.1.4 any refusal by the Landlord to accept rent tendered by or on behalf of
the Tenant at a time when the Landlord was entitled to re-enter the
Demised Premises
2.1.5 any legal limitation and/or incapacity of Tenant and/or any change in
the constitution or powers of the Tenant the Surety or the Landlord
2.1.6 any liquidation administration or bankruptcy of the Tenant or the
Surety and
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2.2 The Surety shall not be entitled to participate in or be subrogated to
any security held by the Landlord in respect of the Tenant's
obligations or otherwise to stand in the place of the Landlord in
respect of any such security
2.3 The Surety hereby waives any right to require the Landlord to pursue
against the Tenant any rights which may be available to the Landlord
before proceeding against the Surety
SCHEDULE 5
Provisions for the acquisition of the Freehold interest in
the Demised Premises
1 The National Conditions of Sale (20th Edition) shall apply so far as
they are not inconsistent with or varied by any expressed terms of this
Agreement and completion will take place 20 working days after IPO has
been obtained when vacant possession of the Property shall be given the
Tenant subject to and with the benefit to any rights restrictions
obligations and other matters relating to the Tenant's then existing
occupation pursuant to this Lease and rights obligations and
restrictions created by the Tenant
2 The Landlord shall sell with Full Title Guarantee
3 Title to the Property is registered at H M Land Registry and will be
deduced in accordance with Section 110 of the Land Registration Act
1925
4 Each party should be responsible for its own costs in relation to the
acquisition and disposal of the Property
5 The Transfer of the Property shall be to the Tenant or such other
corporate entity at the Tenant's direction provided that the Transferee
shall be a member of the same group (as that expression is defined in
Section 42 of the Landlord and Tenant Act 1954) as the Tenant
EXECUTED as a Deed and )
DELIVERED by TEMPLAR )
INVESTMENTS LIMITED acting )
by its duly authorised officer:- ) ....................................
Director
.....................................
Director/Secretary
