EXHIBIT 10.1
LEASE
between
THE MOREDUN FOUNDATION
in favour of
HYCOR BIOMEDICAL LIMITED
Subjects: Xxxxxx Xxxxx, Xxxxx 0, Xxxxxxxxx Xxxxxxx Xxxx,
Xxxx, Xxxxxxxxxx
0000
SMT.SDK.A0042.034
FAS NO 7646
[LOGO]
00 Xxxxx Xxxxxx Xxxxxxxxx XX0 0XX
Tel 0000 000 0000 Fax 0000 000 0000 DX ED58
Also at: 00 Xxxxxxxx Xxxxxx Xxxxxxx X0 0XX Tel 0000 000 0000 Fax 0000 000 0000
DX 512815-Glasgow Central
Email xxxxxxxx@xxxxxxxxxx.xxx
TABLE OF CONTENTS
DEFINITIONS.................................................................................................. 1
LEASED PREMISES AND DURATION................................................................................. 4
TENANTS' OBLIGATIONS......................................................................................... 4
LANDLORDS' OBLIGATIONS....................................................................................... 6
EXCLUSION OF LANDLORDS' LIABILITY............................................................................ 6
IRRITANCY ETC................................................................................................ 7
NO IMPLIED SERVITUDES........................................................................................ 8
SUSPENSION OF RENT........................................................................................... 8
CONSENTS..................................................................................................... 9
NOTICES...................................................................................................... 9
DISPUTE BETWEEN TENANTS...................................................................................... 9
REGISTRATION................................................................................................. 9
STAMP DUTY CERTIFICATE...................................................................................... 9
SCHEDULE................................................................................................. 10
PART I................................................................................................... 10
THE LEASED PREMISES................................................................................... 10
PART II.................................................................................................. 11
THE BUILDING.......................................................................................... 11
PART III................................................................................................. 12
ANCILLARY RIGHTS...................................................................................... 12
PART IV.................................................................................................. 13
RESERVED RIGHTS....................................................................................... 13
PART V................................................................................................... 16
TENANTS' OBLIGATIONS.................................................................................. 16
TO PAY RENT, SERVICE CHARGE AND INSURANCE PREMIUMS................................................. 16
OUTGOINGS.......................................................................................... 16
TO PAY FOR UTILITIES............................................................................... 16
WATER RATES........................................................................................ 16
MAINTENANCE AND REPAIR............................................................................. 16
REPLACEMENT OF GLASS AND CLEANING OF WINDOWS....................................................... 17
PAINTING........................................................................................... 17
ALTERATIONS........................................................................................ 17
PREVENTION OF FUMES................................................................................ 18
STATUTORY REQUIREMENTS............................................................................. 18
FIRE APPLIANCES.................................................................................... 19
USE................................................................................................ 19
COSTS OF ABATING A NUISANCE........................................................................ 19
NOT TO ENDANGER INSURANCE.......................................................................... 19
INSURANCE OF PLATE GLASS........................................................................... 20
MAKING GOOD OF UNINSURED LOSS DUE TO TENANTS' DEFAULT.............................................. 20
TO GIVE NOTICE OF DAMAGE........................................................................... 20
TO PREVENT ENCROACHMENTS........................................................................... 20
PLANNING ACTS...................................................................................... 21
SIGNS.............................................................................................. 22
TO INFORM LANDLORDS OF DEFECTS..................................................................... 22
SUPPORT FOR ADJOINING PREMISES..................................................................... 22
THE STOPPING UP OF DRAINS.......................................................................... 22
TO INFORM LANDLORDS OF NOTICES..................................................................... 23
TO OBSERVE REGULATIONS............................................................................. 23
NOT TO SHARE POSSESSION............................................................................ 23
ASSIGNATION AND SUB-LETTING........................................................................ 23
TO INDEMNIFY THE LANDLORDS......................................................................... 24
EXPENSES........................................................................................... 24
TO COMPLY WITH TITLES.............................................................................. 25
TO LEAVE IN GOOD REPAIR............................................................................ 25
PART VI.................................................................................................. 26
LANDLORDS' OBLIGATIONS................................................................................ 26
TO INSURE.......................................................................................... 26
REINSTATEMENT...................................................................................... 27
OPTION TO TERMINATE................................................................................ 27
SERVICES........................................................................................... 28
ACCESS............................................................................................. 28
PART VII................................................................................................. 29
RENT REVIEWS.......................................................................................... 29
PART VIII................................................................................................. 3
SERVICE CHARGE......................................................................................... 3
SERVICE CHARGE...................................................................................... 3
DEFINITIONS......................................................................................... 3
ESTIMATES........................................................................................... 3
ADJUSTMENTS DURING SERVICE YEAR..................................................................... 4
CERTIFICATION....................................................................................... 4
TIMES OF PAYMENT.................................................................................... 4
INFORMATION ON SERVICE EXPENDITURE.................................................................. 5
RETENTION........................................................................................... 5
PART IX................................................................................................... 6
LANDLORDS' SERVICES (THE BUILDING)..................................................................... 6
TO REPAIR ETC....................................................................................... 6
TO MAINTAIN SERVICE SYSTEMS, LIGHTING, ETC.......................................................... 6
TO PAY PROPORTION OF EXPENSES OF MAINTAINING MUTUAL WALLS, DRAINS, ETC.............................. 6
PAYMENT OF RATES, ETC............................................................................... 6
PAYMENT FOR ELECTRICITY, ETC. IN COMMON PARTS....................................................... 6
ABATEMENT OF NUISANCE, ETC.......................................................................... 6
SERVICE EQUIPMENT................................................................................... 7
NOTICES............................................................................................. 7
EMPLOYMENT OF STAFF................................................................................. 7
EXPENSES OF MANAGEMENT RULES AND REGULATIONS........................................................ 7
ACCOUNTS............................................................................................ 7
COMPLIANCE WITH LOCAL AUTHORITY REQUIREMENTS........................................................ 7
FIRE FIGHTING EQUIPMENT............................................................................. 7
ADDITIONAL SERVICES................................................................................. 8
VAT................................................................................................. 8
EXCLUSIONS FROM SERVICE CHARGE...................................................................... 8
PART X.................................................................................................... 9
LANDLORDS' SERVICES (THE PARK)......................................................................... 9
TO REPAIR ETC....................................................................................... 9
TO CLEAN AND LIGHT.................................................................................. 9
TO INSURE........................................................................................... 9
PAYMENT OF RATES ETC................................................................................ 9
PAYMENT OF ELECTRICITY ETC IN COMMON PARTS.......................................................... 9
ABATEMENT OF NUISANCE ETC........................................................................... 9
SERVICE EQUIPMENT................................................................................... 10
NOTICES............................................................................................ 10
EMPLOYMENT OF STAFF................................................................................ 10
EXPENSES OF MANAGEMENT RULES AND REGULATIONS....................................................... 10
ACCOUNTS........................................................................................... 10
COMPLIANCE WITH LOCAL AUTHORITY REQUIREMENTS....................................................... 10
FIRE FIGHTING EQUIPMENT............................................................................ 10
ADDITIONAL SERVICES................................................................................ 11
VAT................................................................................................ 11
EXCLUSIONS FROM SERVICE CHARGE..................................................................... 11
1
L E A S E
between
THE MOREDUN FOUNDATION, a Company
limited by guarantee and not having
a share capital (Registered Number
SC151865) incorporated under the
Companies Acts and having their
Registered Office formerly Four
Hundred and Eight Gilmerton Road,
Edinburgh and now at Pentlands
Science Park, Xxxx Loan, Penicuik,
Midlothian (hereinafter called "the
Landlords") of the first part
and
HYCOR BIOMEDICAL LIMITED,
incorporated under the Companies
Acts (Registered Number SC 122739)
and having their Registered Office
at Xxxxxxx Xxxxx, Xxxxxxxxx Xxxxxxx
Xxxx, Xxxxxxxx, XX00 0XX
(hereinafter called "the Tenants")
of the second part
IT IS CONTRACTED AND AGREED between the Landlords and the Tenants as follows:
1 DEFINITIONS
1.1 In this Lease unless the context otherwise requires the
following expressions shall have the following meanings
respectively:
"ANCILLARY RIGHTS" shall mean those rights and others
specified in Part III of the Schedule;
"BUILDING" shall mean the Subjects described in Part II of the
Schedule;
"COMMON PARTS" in relation to the Building shall mean the
Building under exception of (i) the Leased Premises and (ii)
all other parts of the Building let or capable of being let as
office accommodation to occupational tenants and in relation
to the Park shall mean the Park under exception of all
buildings or other areas within the Park let or capable of
being let or used for owner occupation and without prejudice
to that generality shall include the perimeter fences, gates,
barriers, security systems and gatehouse, the roadways,
footpaths and car parking areas and the landscaped areas;
2
"THE PRINCIPLES OF GOOD ESTATE MANAGEMENT" means in relation
to the exercise by or on behalf of the Landlords of any
discretionary power or right under this Lease the exercise of
such right or power in a manner consistent with the character
and situation of the Leased Premises and which has due regard
to the interests not only of the Landlords but also of the
Tenants and any other tenants of other parts of the Building
and/or the Park as the case may be;
"INSURED RISKS" shall mean those risks against which the
Landlords are obliged to effect insurance in accordance with
Clause 1 of Part VI of the Schedule;
"LANDLORDS" shall mean the Landlords and in substitution
therefor all persons deriving title to the Landlords' part of
this Lease;
"LANDLORDS' OBLIGATIONS" shall mean those obligations and
others specified in Part VI of the Schedule;
"LEASED PREMISES" shall mean the premises described in Part I
of the Schedule;
"THE PARK" shall mean Pentlands Science Park, Bush, Midlothian
as the boundaries thereof are shown by a bold dotted black
line on Plan 1 aftermentioned;
"PLANS" shall mean the plans marked respectively Plan 1 (Site
Plan) and Plan 2 (Ground and First Floor Plan) annexed and
executed as relative to this Lease (which plans are
demonstrative only and not taxative);
"PLANNING ACTS" shall mean the Town and Country Planning
(Scotland) Xxx 0000, the Planning (Listed Buildings) and
Xxxxxxxxxxxx Xxxxx (Xxxxxxxx) Xxx 0000, the Planning
(Hazardous Substances) (Scotland) Xxx 0000 and the Planning
(Consequential Provisions) (Scotland) Xxx 0000 and any future
legislation of a similar nature;
"RENT PAYMENT DAY" shall have the meaning ascribed to it in
Clause (THIRD) 2(a) of this Lease;
"RESERVED RIGHTS" shall mean those rights and others specified
in Part IV of the Schedule;
"SCHEDULE" shall mean the Schedule annexed and executed as
relative hereto the terms of which shall be deemed to form
part of this Lease;
"SERVICE CHARGE" shall mean the charge payable by the Tenants
ascertained in accordance with the provisions of Part VIII of
the Schedule;
"SERVICE SYSTEMS" shall mean the pumps, valves, man-holes,
meters, connections, channels, heating and cooling
installations, hot water systems and boilers, ventilation
ducting, lift, drains, sewers, pipes, wires and cables or
other conducting media in, on, over, under, passing through or
otherwise serving the Building or any part thereof and all
plant and equipment relative thereto;
3
"SPECIFIED RATE" shall mean the rate of four per centum per
annum above the Bank of Scotland base lending rate for the
time being in force declaring that in the event of there
ceasing to be a Bank of Scotland base lending rate there shall
be substituted therefor such base rate as shall be a generally
accepted base rate at the time as the same shall be determined
by the Landlords acting reasonably;
"STRUCTURE OF THE BUILDING" shall mean the main fabric of the
Building including without prejudice to the generality the
structural walls (internal and external) building frame,
columns and balconies, floors, floor slabs, foundations, main
joists, roofs, exterior of the window frames, steps, paved
areas, footpaths, gates, fences and walls;
"TENANTS" shall mean the party designed as the Tenants herein
and in substitution therefor their permitted successors and
assignees and if this Lease shall at any time be vested in
more than one person as Tenants such expression shall include
each of them and the liability of each such person under any
obligation on the part of the Tenants in this Lease shall be
joint and several provided that in no circumstances shall the
provisions of this Lease be capable of being interpreted so as
to impose continuing liability on any person in respect of the
Tenants' obligations hereunder after a permitted assignation
of that person's interest in this Lease;
"TENANTS' OBLIGATIONS" shall mean those conditions,
obligations and others specified in Part V of the Schedule;
and
"VAT" shall mean Value Added Tax and shall include any tax of
a similar nature imposed in substitution for or in addition to
Value Added Tax.
1.2 Any reference to an enactment (whether generally or
specifically) shall be construed as a reference to that
enactment as amended, extended, re-enacted or applied by or
under any other enactment and shall include all instruments,
orders, plans, regulations, bye-laws, permissions and
directions and others made or intended thereunder or deriving
validity therefrom.
1.3 Words or expressions importing the singular number shall
include the plural number and vice versa and words importing
persons shall include companies and corporations and vice
versa.
1.4 Words or expressions importing the masculine gender shall
include the feminine gender and vice versa; and words or
expressions importing the neuter gender only shall include the
masculine and feminine genders and vice versa.
1.5 The index and marginal headings herein are inserted for
convenience of reference only and are not deemed to form part
of these presents nor shall they affect the construction
thereof.
1.6 If at any time the Tenants hereunder shall be a firm the
obligations undertaken by the Tenants under this Lease shall
be binding upon such firm and upon any other firm or person
who takes over or becomes entitled to take over the assets of
the firm during the period of this Lease and upon all persons
who are or become partners of such firm or
4
such other firm at any time during the period of this Lease
and the respective executors and representatives whomsoever of
all such partners and persons and that all jointly and
severally; And such obligations shall be enforceable
notwithstanding that any such partner or person dies or ceases
for any reason to be a partner of such firm or such other firm
declaring (First) that the Landlords shall not withhold
consent to assignation of this Lease to new and/or additional
trustees for such firm or partnership and (Second) on the
death, retiral or outgoing of any individual partner whether
or not this Lease has been formally vested in him as a trustee
the Landlords shall not unreasonably withhold consent to the
discharge of said individual or his representatives provided
the remaining partners are of sound financial standing and
demonstrably capable of fulfilling the obligations of the
Tenants under this Lease.
2 LEASED PREMISES AND DURATION
The Landlords in consideration of the rent and other prestations
hereinafter specified hereby let to the Tenants ALL and WHOLE the
Leased Premises together with the Ancillary Rights but reserving to the
Landlords and all others entitled thereto hereunder the Reserved Rights
and that for the period from and including the First day of April
Nineteen hundred and Ninety-seven (which notwithstanding the date or
dates hereof is declared to be the date of entry hereunder) until the
First day of October Two thousand and eleven. Provided however that the
Tenants shall be entitled on giving to the Landlords not less than six
months' notice in writing to terminate this Lease from the First day of
October Two thousand and six.
3 TENANTS' OBLIGATIONS
The Tenants hereby bind and oblige themselves throughout the currency
of this Lease:
3.1 Tenants' Obligations
to observe and perform the Tenants' Obligations; and
3.2 Rent etc.
to pay to the Landlords:
a) Rent
without any written demand therefor the following
rent for the relevant year of the duration of this
Lease:-Year one (which shall mean the period 1st
April 1997 to 30th September 1997 inclusive) TWENTY
FIVE THOUSAND SEVEN HUNDRED AND SIXTY NINE POUNDS
(L25,769.00) STERLING; Year two (which shall mean the
period 1st October 1997 to 30th September 1998
inclusive) FIFTY ONE THOUSAND FIVE HUNDRED AND THIRTY
EIGHT POUNDS (L51,538) STERLING; Year three (which
shall mean the period 1st October 1998 to 30th
September 1999 inclusive) FIFTY FOUR THOUSAND SEVEN
HUNDRED AND SIXTY NINE POUNDS (L54,769) STERLING;
Year four (which shall mean the period 1st October
1999 to 30th September 2000) FIFTY FOUR THOUSAND
SEVEN HUNDRED AND
5
SIXTY NINE POUNDS (L54,769) STERLING; Year five
(which shall mean the period 1st October 2000 to 30th
September 2001) FIFTY EIGHT THOUSAND POUNDS (L58,000)
STERLING and thereafter the sum of SIXTY SEVEN
THOUSAND ONE HUNDRED AND FIFTY POUNDS (L67,150)
STERLING or such greater sum as may be substituted
therefor in accordance with the provisions of Part
VII of the Schedule and, if the Landlords have opted
or so opt or if otherwise payable by law, VAT thereon
at the standard rate (or, if at any time in the
future the standard rate shall no longer apply to
rents, such rate as shall then be applicable) payable
said rent without any deductions whatsoever (other
than required by law) by four equal quarterly
payments in advance at the term of Candlemas (Twenty
eighth February), Whitsunday (Twenty eighth May),
Lammas (Twenty eighth August) and Martinmas (Twenty
eighth November) in each year (each of which dates is
hereinafter in this Lease referred to as a "Rent
Payment Day") the first of such payments becoming due
and payable on the First day of April Nineteen
hundred and ninety seven being a proportionate
payment for the period from and including that date
to the Rent Payment Day next occurring thereafter and
the next payment at the said Rent Payment Day for the
succeeding quarter and so forth quarterly, termly and
proportionately thereafter during the whole currency
hereof;
b) Service Charge
the Service Charge at the times specified in and as
ascertained in accordance with the provisions of Part
VIII of the Schedule;
c) Insurance Premiums
on demand 58% of all premiums paid by the Landlords
for insuring the Building against the Insured Risks;
and
d) Interest
on demand interest at the Specified Rate on any sum
of money payable under this Lease which shall remain
unpaid after the expiry of fourteen days after the
date upon which the same became due and that from the
due date for payment until payment thereof;
Provided that:
i) nothing in this Clause contained shall
entitle the Tenants to withhold any payment
of rent or Service Charge after the relevant
Rent Payment Day or any insurance premiums
after the due date for payment;
ii) the acceptance of or demand for rent,
Service Charge or insurance premium by or on
behalf of the Landlords with knowledge of a
breach of any of the obligations on the part
of the Tenants herein contained shall not by
itself be deemed to be a waiver by the
Landlords of any
6
such breach or to imply any agreement by the
Landlords to waive any such breach and
acceptance by the Landlords of part payment
of rent or Service Charge and any other sum
due by the Tenants to the Landlords shall
not be deemed to be acceptance of the whole
of such rent, Service Charge or other
payment and the Tenants shall not in any
proceedings be entitled to rely by itself on
any such acceptance or demand.
4 LANDLORDS' OBLIGATIONS
The Landlords bind and oblige themselves as follows:
4.1 To observe and perform throughout the currency of this Lease
the Landlords' Obligations provided that the Landlords shall
not be liable for failure to perform such obligations owing to
(i) any cause outwith the immediate and direct control of the
Landlords and in particular (but without prejudice to the
generality of the foregoing) save where the same shall arise
due to any negligent act, omission or default on the part of
the Landlords or any person for whom the Landlords are legally
responsible the Landlords shall not be so liable to the
Tenants or the Tenants' employees or those claiming through or
under the Tenants for the failure or breakdown of any of the
Service Systems or the failure or breakdown of any of the
usual or normal services within the Building; and
4.2 To warrant this Lease to the Tenants but so that the Landlords
do not warrant that the Leased Premises or any part thereof
are authorised for use under the Planning Acts for any
specific purpose.
5 EXCLUSION OF LANDLORDS' LIABILITY
5.1 So far as permitted by law and save where the same shall arise
in consequence of the Landlords' failure to implement any of
their obligations under this Lease, or otherwise as a result
of any negligent act, omission, or default on the part of the
Landlords or any person for whom the Landlords are legally
responsible the Landlords shall not be liable to the Tenants
or any sub-tenant, servant, agent, licensee or invitee of the
Tenants or other person occupying or on the Leased Premises or
any part thereof or calling upon the Tenants or such other
persons as aforesaid for any accident, happening or injury
suffered by any person in the Leased Premises or the Common
Parts of the Building or any part thereof or damage to or loss
of any furnishings and/or stock or other property in the
Leased Premises.
5.2 Save where the same shall arise in consequence of the
Landlords' failure to implement any of their obligations under
this Lease, or otherwise as a result of any negligent act,
omission, or default on the part of the Landlords or any
person for whom the Landlords are legally responsible the
Landlords shall not be liable to the Tenants or any sub-tenant
or others as aforesaid nor shall the Tenants or any sub-tenant
or others as aforesaid have any claim against the Landlords in
respect of the bursting, leaking or failure of oil, gas, water
or soil pipes or the choking, stoppage or overflow thereof or
of the public sewers, drains, gutters, rhones or conductors or
failure, fusing or breakdown of the electricity supply or any
appliance.
7
6 IRRITANCY ETC.
If the rent, Service Charge or other payments herein stipulated for or
any part or parts thereof shall be unpaid for a period of twenty one
days after the same shall have become due or if default shall be made
in the performance or observance of any of the other obligations,
conditions or agreements on the part of the Tenants contained in this
Lease or in any deed or document entered into between the Landlords and
the Tenants with reference to this Lease or if the Tenants being a body
corporate shall go into liquidation whether voluntary or compulsory
(other than a voluntary liquidation of a solvent company for the
purpose of amalgamation or reconstruction) or shall have a Receiver or
Administrator or Administrative Receiver appointed of the whole or any
part of the property of the Tenants or being a firm or an individual or
individuals if any of them shall become insolvent or apparently
insolvent or make any assignation for the benefit of creditors or enter
into an agreement or make any arrangements with creditors for the
liquidation of the debts of the Tenants by composition or otherwise
then and in any such case the Tenants shall at the option of the
Landlords forfeit all right and title under these presents and if such
option of forfeiture shall be exercised the Lease hereby granted and
all transmissions thereof and all that has followed or can competently
follow hereon shall be ipso facto void and null and the Leased Premises
shall thereupon revert to the Landlords as if these presents had never
been granted but without prejudice to any right of action or remedy by
the Landlords to recover all arrears of rent, Service Charge or other
sums due by the Tenants to the Landlords or in respect of any
antecedent breach of the Tenants' Obligations (including without
prejudice to the generality right to the Landlords to recover from the
Tenants all loss and damage which the Landlords may have sustained by
the Tenants' default); Provided that in the case of a breach,
non-observance or non-performance by the Tenants which is capable of
being remedied, the Landlords shall not exercise such option of
forfeiture unless and until they shall first have given written notice
to the Tenants and to every Creditor in any existing Standard Security
and/or Floating Charge over the Tenants' interest in the Lease or any
part thereof ("the Creditor") of whom notice shall have been given to
the Tenants by the Landlords requiring the same to be remedied(under
threat of irritancy) and the Tenants or the Creditor shall have failed
to remedy the same within such reasonable time (having regard to the
nature of the breach complained of) as the Landlords shall prescribe
which in the case of non-payment of rent or Service Charge or other
sums shall be a period of twenty-one days only: PROVIDED ALWAYS THAT
the Landlords' right of irritancy herein contained may not be exercised
in the case of the Tenants becoming insolvent or apparently insolvent
or going into liquidation (other than for the purpose of reconstruction
or amalgamation) or suffering a receiver, administrator or
administrative receiver to be appointed unless and until it shall first
allow the interim trustee or permanent trustee or the liquidator,
receiver, administrator or administrative receiver as the case may be
(such interim trustee and others being hereinafter generically referred
to as "the Insolvency Practitioner") and the Creditor a period of six
months (reckoning from the date of appointment of the Insolvency
Practitioner) in which to dispose of the interest of the Tenants under
this Lease (on the same terms as are set out in this Lease) but only if
the Insolvency Practitioner or the Creditor as the case may be shall
undertake to fulfil all outstanding obligations, including payment of
monies, incumbent upon the Tenants under this Lease whether relating to
a period before or after the said date of appointment until the expiry
of the said period of six months if there is no permitted disposal of
this Lease within said period or where such disposal occurs, the date
of entry thereunder whether before or after such expiry or, the date of
entry under a permitted disposal of this Lease, and the Landlords shall
be entitled to terminate this Lease as aforesaid only if the Insolvency
Practitioner or the Creditor as the case may be shall fail to implement
the obligations incumbent on them in terms of this Clause or the
Insolvency Practitioner and the Creditor shall fail to dispose of the
Tenants' interest within the said period.
8
7 NO IMPLIED SERVITUDES
Nothing contained in this Lease shall by implication of law or
otherwise operate to confer on the Tenants any servitude right or
privilege whatsoever over or against any adjoining or other property
belonging to the Landlords (whether forming part of the Building or
not) which might restrict or prejudicially affect the future
rebuilding, alteration or development of such adjoining or other
property nor subject as aftermentioned shall the Tenants be entitled to
compensation for any disturbance caused or suffered thereby nor shall
the Tenants make or permit to be made any claim in respect of any works
of construction, building, alteration, addition or repair carried out
upon any land or property adjoining or near any part of the Leased
Premises by the Landlords or any person authorised by the Landlords
PROVIDED ALWAYS suitable means of access to the Leased Premises shall
be maintained at all times and that any such works shall be carried out
with as little interference to the Tenants as reasonably possible and
so as to cause the minimum practical interruption to the supply of
services via the Service Systems, according to the nature of the works
involved and the Landlords shall, as soon as reasonably practicable
thereafter, make good at their own cost all damage thereby occasioned
to the Leased Premises the Building and the Park.
8 SUSPENSION OF RENT
If at any time during the currency of this Lease:
8.1 the Leased Premises or any part thereof shall be destroyed by
reason of any of the Insured Risks; or
8.2 the Leased Premises or any part thereof or any part of the
Building shall be so damaged by any of the Insured Risks as to
render the Leased Premises incapable of occupation and use in
accordance with the provisions hereof;
and except to the extent that (in either case) the insurance
policy or policies effected by the Landlords pursuant to their
obligations hereunder shall have been rendered void or payment
of the policy monies refused in whole or in part in
consequence of any act or default of the Tenants or those for
whom the Tenants are legally responsible the rent and Service
Charge payable hereunder or (where part only of the Leased
Premises has been destroyed or rendered incapable of use) a
fair proportion thereof according to the nature and extent of
the damage sustained shall be suspended until the Leased
Premises or such part of the Building thereof shall be
rendered capable of occupation and use in accordance with the
provisions hereof. In the event of dispute as to the amount of
rent or Service Charge to be abated or the time for which it
shall be abated such dispute shall be settled by a single
arbiter agreed upon between the Landlords and the Tenants or
failing agreement appointed upon the application of either by
the Chairman (or Senior Office bearer) for the time being of
The Royal Institution of Chartered Surveyors in Scotland. The
expenses of the said arbiter shall be borne as directed by the
said arbiter and failing any such direction equally.
Notwithstanding damage to or the destruction of the Leased
Premises or the Building or any part or parts thereof by fire
or otherwise the tenancy under the foregoing Lease shall
continue and save as hereinbefore provided in this Clause
(EIGHTH) the said rent, Service Charge and insurance premiums
shall continue to be payable.
9
9 CONSENTS
9.1 Where under any provision of this Lease the consent or
approval of the Landlords is required:
a) such consent or approval shall be in writing;
b) in considering any such request for consent or
approval the Landlords shall act in accordance with
the Principles of Good Estate Management.
9.2 Where under any provision of this Lease any matter is stated
to be to the satisfaction of the Landlords the Landlords shall
be bound to act reasonably in determining whether or not such
matter is to their satisfaction.
10 NOTICES
Any notice, intimation, request or consent under this Lease shall be in
writing. Any notice to the Tenants (if a body corporate) shall be
sufficiently served if sent by Recorded Delivery post to or left at the
Registered Office of the Tenants and (if the Tenants shall be an
individual or individuals or a firm) shall be sufficiently served if
sent by Recorded Delivery post to or left at the Leased Premises or
sent by Recorded Delivery post to or left at his or their respective
last known address or addresses in Great Britain or Ireland. Any notice
to the Landlords shall be sufficiently served if sent by Recorded
Delivery post to or left at the Registered Office of the Landlords or
the office or principal office of the managing agents (if any) of the
Landlords and (if the Landlords at any time shall be an individual or
individuals or a firm) shall be sufficiently served if sent to or left
at his or their last known address in Great Britain or Ireland or the
office or principal office of the managing agents (if any) of the
Landlords. Any notice sent by First Class Recorded Delivery shall be
deemed to have been duly served at the expiry of forty eight hours
after the time of posting. In proving service it shall be sufficient to
prove that the envelope containing the notice was duly addressed to the
Tenants or the Landlords (as the case may be) in accordance with this
Clause and posted to or left at the place to which it was so addressed.
11 DISPUTE BETWEEN TENANTS
In case any dispute or controversy shall at any time or times arise
between the Tenants and the tenants or occupiers of any other premises
within the Building relating to the Common Parts, the Ancillary Rights,
the Service Systems the same shall from time to time be settled and
determined by the Landlords or the managing agents (if any) of the
Landlords (if they shall think fit) in such reasonable manner as the
Landlords or their managing agents (acting reasonably) direct in
writing to which determination the Tenants shall from time to time
submit provided that the Landlords have taken the party or parties with
whom the dispute or controversy has arisen similarly bound.
12 REGISTRATION
The parties hereto consent to registration hereof and of all Memoranda
by or on behalf of the parties and of all certificates relative thereto
for preservation and execution.
13 STAMP DUTY CERTIFICATE
The parties hereto certify that there are no Missives of Let
(constituting a Lease) to which this Lease give effect: IN WITNESS
WHEREOF
10
THIS IS THE SCHEDULE REFERRED TO IN THE FOREGOING LEASE BETWEEN THE
MOREDUN FOUNDATION AND HYCOR BIOMEDICAL LIMITED
SCHEDULE
PART I
THE LEASED PREMISES
ALL and WHOLE those premises on the ground floor of the Building as the said
premises are shown outlined in red on Plan 1 declaring that:
1 There shall be included in the Leased Premises:
1.1 all permitted additions, alterations and improvements (except
Tenants' and trade fittings and fixtures) hereafter made on or
about the Leased Premises;
1.2 all Landlords' plant, equipment, fixtures and fittings within
the Leased Premises so far as relating exclusively thereto
(including all carpets and light fittings, if any, provided by
the Landlords);
1.3 the internal faces of all external and structural walls and
columns, one half in thickness of any non-structural wall
which forms a boundary of the Leased Premises, the whole of
any other non-structural walls and columns of the Leased
Premises, the ceiling and floor screeds of the Leased
Premises, the floor boards and all internal plasterwork
finishing and decoration;
1.4 every part of all doors, windows, window frames (but not the
exterior of the window frames) and the glass thereof and
fastenings on doors and windows; and
1.5 every part of the Service Systems within the Leased Premises
(so far as exclusively serving the Leased Premises).
2 There shall be excluded from the Leased Premises:
2.1 the Service Systems therein insofar as not exclusively serving
the Leased Premises;
2.2 the air space (if any) above the Leased Premises; and
2.3 the external walls of the Leased Premises (other than the
internal faces thereof) and any part of any wall, column,
ceiling or floor of the Leased Premises forming part of the
Structure of the Building.
11
PART II
THE BUILDING
ALL and WHOLE the office building known as and forming Multi-occupancy Building
One the solum of which is shown outlined in red on Plan 1 within Pentlands
Science Park, Bush, Midlothian which Park is shown outlined in red on Plan 2 and
comprises parts and portions of (FIRST) All and Whole that area of ground lying
generally to the north or northwest of the A701 public road from Edinburgh to
Penicuik at Xxxxxx Bridge by Penicuik in said County described (Second) in,
disponed by and shown delineated in green on the plan annexed and executed as
relative to, the Feu Disposition by The University Court of the University of
Edinburgh in favour of the Trustees for the Animal Diseases Research Association
dated Sixth September and recorded in the Division of the General Register of
Sasines applicable to the County of Midlothian on Eighth October both in the
year Nineteen hundred and Ninety one and (SECOND) All and Whole that area of
ground at Xxxxxx Bridge, By Penicuik in said County described in, disponed by
and shown delineated by a red line on the plan annexed and executed as relative
to the Disposition by The University Court of the University of Edinburgh in
favour of the Trustees for the Animal Diseases Research Association dated Eighth
October and recorded in the said Division of the General Register of Sasines on
Fifth November in the year Nineteen hundred and Ninety two.
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PART III
ANCILLARY RIGHTS
1 A right in common with the Landlords and tenants and occupiers of other
premises in the Building to:
1.1 ACCESS
the use of the main entrance, entrance hall, staircases,
passages, corridors and landings of the Building as a means of
access to and egress from the Leased Premises;
1.2 TOILETS
the use of the toilet and shower room accommodation at ground
floor level in the Building;
1.3 PASSAGE OF UTILITIES
the free passage of ventilation, heating, water, soil, gas,
electricity, telephone and other services in and through that
part of the Service Systems serving the Leased Premises; and
1.4 SUPPORT
support, shelter and protection from adjoining and adjacent
premises within the Building.
2 A right in common with the Landlords and the tenants and occupiers of
other premises in the Park to
2.1 use for access to and egress from the Building and the car
parking spaces aftermentioned for vehicles and pedestrians the
roadways of the Park entering and exiting at the public road
known as Xxxx Loan.
2.2 use for pedestrians the footpaths of the Park;.
2.3 use for amenity and recreation such parts of the Park as the
Landlords may from time to time designate for these purposes.
3 Right of exclusive use of the ten car parking spaces shown outlined in
green on Plan 1.
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PART IV
RESERVED RIGHTS
1 There are reserved to the Landlords their servants, agents and workmen
and all other persons authorised by them including the tenants and
occupiers of other parts of the Building and any other person having an
interest therein:
1.1 PASSAGE OF UTILITIES
the right of free passage and use of ventilation, heating,
water, soil, gas and electricity and other services in and
through the Service Systems in, under, over or passing through
the Leased Premises; and
1.2 SUPPORT
the right of support, shelter and protection for the adjoining
and adjacent parts of the Building from the Leased Premises.
2 There are reserved to the Landlords, their servants, agents and workmen
and all other persons authorised by them:
2.1 ENTRY FOR REPAIR
the right to enter upon the Leased Premises at all reasonable
times (upon not less than forty eight hours' prior notice
except in the case of emergency) for the purpose of
inspecting, cleaning, repairing or where necessary renewing
any part of the Building including any part of the Service
Systems and of installing (whether by way of replacement or
extension) new or additional parts of any of the Service
Systems in, upon, under, over, through or near to the Leased
Premises or any part or parts thereof;
2.2 TO ALTER ETC. THE BUILDING
The right at any time to build, rebuild or make alterations to
or carry out other works upon any part of the Building not
included in the Leased Premises and to erect, place or attach
any necessary scaffolding, ladders or other equipment to any
part of the Leased Premises and for such purpose to have all
necessary rights of access to the Leased Premises in
connection therewith. No scaffolding will be erected without
prior consultation with the Tenants.
2.3 TO ATTACH FIXINGS
the right to affix to the outside flank or main walls of the
Leased Premises any such items which may be considered by the
Landlords acting reasonably to be requisite or desirable
including but not limited to fire escapes, information panels,
public lighting (with lamps attached) and street names. No
scaffolding will be erected without prior consultation with
the Tenants.
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The Landlords and others as aforesaid shall be entitled to
exercise the foregoing rights notwithstanding that any
privilege or amenity for the time being pertaining to or
enjoyed by the Leased Premises may be thereby interrupted or
interfered with, provided always that (i) there shall be no
permanent interference with access to the Leased Premises and
(ii) the Landlords in the exercise of the powers reserved to
them by this Clause shall make good or procure that there
shall be made good damage thereby occasioned to the Leased
Premises and to the Tenants' fixtures and fittings and such
reserved powers shall be exercised in such manner as to cause
as little interference as is reasonably possible to the
business of the Tenants.
3 There are reserved to the Landlords and their managing agents (if any):
3.1 RE-LETTING AND SALE
the right at any time within twelve months before the
expiration or sooner termination of this Lease to enter upon
the Leased Premises to fix upon any suitable part thereof (but
not in the windows) a notice board for reletting or selling
the Leased Premises and the Tenants shall permit all persons
authorised by order in writing of the Landlords or their
managing agents on giving reasonable notice (which shall not
be less than forty eight hours) to view the Leased Premises at
all reasonable hours in the day time without interruption or
interference; and
3.2 MISCELLANEOUS RIGHTS OF ENTRY, ETC.
the right to enter upon the Leased Premises or any part
thereof on reasonable prior notice (which shall not be less
than forty eight hours except in case of emergency) with or
without workmen and others for any of the following purposes:
a) to examine the state and condition of the Leased
Premises and all defects and wants of repair thereof
and to give notice in accordance with Clause 10 of
the foregoing Lease requiring the Tenants to repair
and make good all defects and works of repair for
which the Tenants are responsible in terms of this
Lease within such reasonable time as shall be
specified in such notice;
b) to amend any defects and execute any repairs and
works which the Tenants shall have failed to do in
material breach of the obligations under this Lease
of the Tenants or any sub-tenant and to recover from
the Tenants the reasonably incurred cost thereof
(including any surveyors' or other professional fees
incurred and VAT thereon) such cost being repaid by
the Tenants to the Landlords within fourteen days of
demand and if not so paid being recoverable by the
Landlords with interest thereon at the Specified Rate
from the date or dates of demand;
c) to ascertain whether any unauthorised additions or
alterations have been made to or in the Leased
Premises and also whether any additions or
alterations authorised by the Landlords pursuant to
any provision of this Lease have been carried out in
accordance with the consent given by the Landlords
and the requirements of the competent Planning and
Building Authorities;
d) to take inventories of the Landlords' fittings and
fixtures in and upon the Leased Premises; and
15
e) for any other proper purpose connected with the
interest of the Landlords in the Leased Premises or
their disposal or lease.
4 There is reserved to the Landlords the right on giving notice to the
Tenants to make regulations for the management of the Park including
without prejudice to that generality regulations governing (i) security
at the entrance(s) to and/or within the Park, (ii) fire precautions,
(iii) traffic circulation including one-way operation, (iv) refuse
disposal and (v) control of building operations provided always that
said regulations are reasonable and are formed in accordance with the
Principles of Good Estates Management.
16
PART V
TENANTS' OBLIGATIONS
1 TO PAY RENT, SERVICE CHARGE AND INSURANCE PREMIUMS
To pay the rent, Service Charge, insurance premiums and other payments
herein stipulated for at the times and in the manner provided in this
Lease.
2 OUTGOINGS
During the subsistence of this Lease to pay all rates, taxes, charges,
duties, levies, assessments, outgoings and impositions of whatever
description whether parliamentary, regional, district, municipal,
parochial, local or of any other description and whether of the nature
of capital or revenue which now are or shall at any time hereafter
during the currency of this Lease be taxed, assessed, charged, rated or
imposed upon or payable in respect of the Leased Premises or any part
thereof or upon the Service Charge relating thereto or upon the supply
of services in respect thereof (whether or not recurring and whether of
an existing or novel nature) and whether on the Landlords or the
Tenants or on the owner or occupier thereof in respect of the Leased
Premises (including any future such payments whether the same shall or
shall not be in the nature of those now in being) excepting only taxes
and assessments (other than VAT) on rent or arising in consequence of
the Landlords' dealings with the Landlords' interest in the Leased
Premises.
3 TO PAY FOR UTILITIES
3.1 To pay to the relevant suppliers all charges for gas,
electricity, telecommunication services and water exclusively
supplied to the Leased Premises and the annual rent of any
meter or meters exclusively supplied to the Leased Premises
and to keep the Landlords indemnified against any of such
liabilities; and
3.2 To observe and perform at the expense of the Tenants so far as
the same relate to the Leased Premises all present and future
regulations and requirements of the gas, electricity,
telecommunications and water supply authorities and to keep
the Landlords indemnified against any breach, non-observance
or non-performance thereof.
4 WATER RATES
To pay and discharge any water rates which may be directly or
indirectly assessed by the Local Water Authority on the Leased
Premises.
5 MAINTENANCE AND REPAIR
At the expense of the Tenants to repair and keep in good and
substantial repair and maintained, heated, aired and cleansed in every
respect all to the satisfaction of the Landlords acting reasonably the
Leased Premises and to repair and when beyond economic repair, replace
all Landlords' equipment, fixtures and fittings within the Leased
Premises (such replacements to be of a similar kind and quality to the
items (when new) which they replace) and from time to time in the event
of destruction, damage or decay (but subject to the proviso
aftermentioned) to
17
replace, renew or rebuild whenever necessary the Leased Premises and
all additions thereto all to the satisfaction of the Landlords (acting
reasonably) and that irrespective of the cause or reason for such
destruction, damage or decay and irrespective of any latent or inherent
defects therein and prior to such replacement, renewal or rebuilding to
submit to the Landlords for their approval plans and specifications
thereof and it shall be the responsibility of the Tenants before
commencing any such works on or to the Leased Premises to obtain all
necessary planning permissions, building authority approvals and any
other necessary permissions, approvals or licences providing however
that, (a) the Tenants shall not be liable in terms of this Clause to
the extent that the Leased Premises or any part or parts thereof shall
have been destroyed or damaged by any of the Insured Risks but subject
always to the provisions of Clause 16 of this Part of the Schedule and
(b) if, in the Landlords' reasonable opinion, any works which the
Tenants are obliged in terms of this Clause to carry out to the Leased
Premises may be more conveniently or can only be carried out in
conjunction with works on or in relation to adjoining premises or other
parts of the Building the Landlords, subject to giving the Tenants not
less than eighteen hours' prior written notice of their intention to do
so may (but shall not be bound to) carry out such works and in such
event the Tenants shall refund to the Landlords the sum representing
such proportion of the reasonably and properly incurred costs thereof
as shall be fair and reasonable in the circumstances subject always to
the provisions of Clause 16 of this part of the Schedule;
6 REPLACEMENT OF GLASS AND CLEANING OF WINDOWS
To keep the windows of the Leased Premises and the glass in good
condition and replace all broken or cracked glass (including plate
glass) with glass of the same nature, quality and thickness as soon as
it has become cracked or broken and to clean the windows of the Leased
Premises at least once in every month.
7 PAINTING
Once in every five years and also in the year preceding the termination
of this Lease (howsoever the same may be determined) in a good and
workmanlike manner to paint, whiten or colour with at last two coats of
good quality paint all such parts of the Leased Premises as have been
previously or are usually or ought to be painted, whitened or coloured
and at the same time to redecorate, all such portions of the Leased
Premises as are usually or have previously been so treated provided
that in the last year of this Lease the tints, colours and patterns of
all such works of decoration shall be such as shall be approved by the
Landlords acting reasonably.
8 ALTERATIONS
8.1 Not at any time during the currency of this Lease without the
previous consent in writing of the Landlords being first
obtained, such consent not to be unreasonably withheld or
delayed, nor if such consent shall be given except in
accordance with plans and specifications previously submitted
in duplicate to and approved by the Landlords nor except to
the reasonable satisfaction of the Landlords to make any
improvements to the Leased Premises or in any way annex the
Leased Premises or any part thereof to any adjoining premises
or to make or permit or suffer to be made any alterations or
additions whatsoever or to the Leased Premises or (without
prejudice to the generality of the foregoing) to change or
permit or suffer to be changed the design, layout, appearance
or architectural features of the Leased Premises or the
dimensions, shape or style of the windows or window frames or
in or to any part of the Service Systems situated within the
Leased Premises or use or permit the use of any part of the
Service Systems within the Leased Premises for any purpose
other than that for which they are designed but
18
provided that the Tenants may instal, alter or remove internal
partitioning of a non-structural nature subject to providing
the Landlords with full details of the Tenants' intentions in
that regard prior to the commencement of such works.
8.2 Without prejudice to the generality of sub-clause (a) of this
Clause not at any time during the currency of this Lease to
make any alteration or addition to the electrical installation
of the Leased Premises save in accordance with the terms and
conditions laid down by the Institution of Electrical
Engineers and the regulations of the electricity supply
company.
8.3 At the expense of the Tenants to remove any erections
additions or alterations made without the previous consent in
writing of the Landlords or in respect of which the permission
of the Planning Authority is withdrawn or lapses.
8.4 At the expiry or earlier termination of this Lease forthwith
if called upon to do so by the Landlords by notice given not
less than three months prior to the date of such expiry or
earlier termination to reinstate and restore at the cost of
the Tenants the Leased Premises to the state, condition and
form in which they were prior to the carrying out of any
alterations or others approved as aforesaid but only to the
extent that the same may be reasonably required by the
Landlords.
9 PREVENTION OF FUMES
To carry out to the reasonable satisfaction of the Landlords or their
managing agents such works that may be required:
9.1 to avoid or prevent any overheating of or percolating (which
shall have arisen from the act or neglect of the Tenants) of
smoke or fumes through the flues and ventilation ducts (if
any) of the Leased Premises with as little as practicable
disturbance to the Service Systems the Tenants making good any
damage resulting from such overheating or percolating; and
9.2 to avoid or prevent the escape from the Leased Premises of any
malodorous smell.
10 STATUTORY REQUIREMENTS
Excepting only such works as may require to be carried out as a result
of the occurrence of any of the Insured Risks (subject to Clause 16 of
this part of the Schedule), at the expense of the Tenants to comply
with all obligations (whether relating to the Leased Premises, the
employment of persons therein, fixtures, machinery, plant or equipment
thereon or the business carried on therein or any other matter
connected to the Leased Premises or any contents thereof) imposed by
any enactment or lawfully directed or required by any local or other
competent authority or Court of competent jurisdiction and that whether
on the owner or occupier and at the expense of the Tenants to do and
execute or cause to be done or executed or to join with other persons
in doing or executing all such works, acts, deeds, matters and things
which under or by virtue of any statutory enactment or otherwise are or
shall be properly directed or are necessary to be done or executed upon
or in respect of the Leased Premises or any part thereof including
(without prejudice to the foregoing generality) all such works which
may be properly directed or necessary to be done in pursuance of the
Offices, Shops and Railway Premises Xxx 0000, the Fire Precautions Xxx
0000, the Health and Safety at Work etc., Xxx 0000, the Environmental
Protection Xxx 0000 and other relevant statutes (and in particular
ensure that at all times the
19
Leased Premises conform to the then current Fire Regulations) and to
comply at their own expense with any other requirements of any other
public authority in respect of the Leased Premises or the use thereof
and in particular any rule or regulation with regard to the storage of
inflammable materials which may under or in pursuance of any enactment
be directed or required by any public authority or by the Landlords'
insurers and not to permit or suffer to be working in the Leased
Premises at any time such number of persons as will infringe the
requirements in relation to the sanitary conveniences and working
facilities required by any enactment.
11 FIRE APPLIANCES
To keep the Leased Premises sufficiently supplied and equipped with
moveable fire fighting and extinguishing apparatus and appliances of a
type to be approved from time to time by the Landlords and the Fire
Authority which will be open to the inspection and maintained to the
reasonable satisfaction of the Landlords and also not to obstruct or
permit to be obstructed the access to or means of working such
apparatus and appliances and to comply at the Tenants' expense with all
requirements from time to time of the Fire Authority insofar as
relating to he Leased Premises and the use thereof and escape
therefrom.
12 USE
12.1 Not to use the Leased Premises other than as high quality
commercial or professional offices within Class 2(b) or Class
4(a) or (b) of the Town and Country Planning (Use Classes)
(Scotland) Order 1989 and for so long as Hycor Biomedical
Limited are the Tenants under this Lease for manufacture and
distribution in connection with their business carried on from
the Leased Premises being uses related to the life sciences.
12.2 Not to use or permit to be used the Leased Premises or any
part thereof for any offensive, noisy, noxious or dangerous
trade, business or manufacture or for any purposes which
constitute a nuisance, or otherwise cause disturbance to the
tenants or occupiers of other parts of the Building or to the
owners or occupiers of any adjoining or neighbouring
properties and in particular not to use the Leased Premises
for any illegal or immoral purpose or for gaming or gambling
or as an employment agency, betting shop, amusement arcade,
leisure centre or premises licensed for the sale of ale, beer,
wines or spirits or for any form of public entertainment or as
a residence for any person or for sale by auction or public
meeting.
13 COSTS OF ABATING A NUISANCE
To pay to the Landlords on demand all reasonable costs, charges and
expenses which may properly be incurred by the Landlords in abating a
nuisance and executing all such works which may be necessary for
abating a nuisance, both in obedience to a notice served by a Local
Authority in respect of the Leased Premises.
14 NOT TO ENDANGER INSURANCE
14.1 Not to do or permit to be done or omit to do within or upon
the Leased Premises or any part of the Building any act or
thing which might prevent the Landlords from insuring the
Building or any part thereof or whereby the insurance of the
Building or any part thereof against the Insured Risks may be
rendered void or voidable or whereby the risk of the Leased
Premises or the Building being destroyed or damaged by any of
the
20
Insured Risks may be increased or to do any act or thing
tending to materially increase the rate of premium for such
insurance and to repay to the Landlords any sum paid by way of
increased premium and all reasonable expenses properly
incurred in or about any renewal of any such insurance policy
rendered necessary by a breach of this obligation.
14.2 Subject to Clause 15 of this Part of the Schedule not to
effect any policy of insurance of its own accord in respect of
any of the Insured Risks and in default to pay all insurance
monies received or payable under any such policy to the
Landlords to such extent as may be necessary to make good any
restriction in insurance proceeds payable to the Landlords
caused thereby;
15 INSURANCE OF PLATE GLASS
To insure and keep insured all the plate glass windows, doors and
partitions in the Leased Premises with an insurance office of repute or
with underwriters to be approved by the Landlords, such approval not to
be unreasonably withheld or delayed to the full reinstatement value
thereof and to pay all premiums necessary for that purpose and whenever
required produce to the Landlords the policy of insurance and the
receipt for the current years premium and to cause all monies received
by virtue of any such insurance to be forthwith laid out in reinstating
the said plate glass windows, doors and partitions with glass of the
same nature, quality and thickness and to make up any deficiency out of
their own money.
16 MAKING GOOD OF UNINSURED LOSS DUE TO TENANTS' DEFAULT
In the event of the Leased Premises, the Building or any part thereof
being damaged or destroyed by any of the Insured Risks and the
insurance monies under any insurance against the same effected thereon
being wholly or partially irrecoverable by reason solely or in part of
any act or default of the Tenants or any sub-tenant or any other person
deriving right from the Tenants or for whom the Tenants are legally
responsible then and in every such case the Tenants will
(notwithstanding that this Lease may have been determined by the
Landlords or surrendered by the Tenants pursuant to Clause 2 of Part VI
of the Schedule) pay to the Landlords the sums thereby rendered
irrecoverable or in the case of partial responsibility for such
recoverability, such relevant proportion thereof as shall be fair and
reasonable in the circumstances.
17 TO GIVE NOTICE OF DAMAGE
In the event of the Leased Premises or any part thereof being destroyed
or damaged by any of the Insured Risks to give notice thereof to the
Landlords or their managing agents as soon as practicable thereafter.
18 TO PREVENT ENCROACHMENTS
Not to stop up, darken or obstruct or suffer to be obstructed any of
the windows, lights or ventilators belonging to the Leased Premises and
not to permit any new window, light, ventilator, open doorway, path,
passageway, drainage or other encroachment or servitude to be made or
acquired into, against or over the Leased Premises or any part thereof
nor to give to any third party any acknowledgement that the Tenants
enjoy access of light to any of the windows or openings in the Leased
Premises only by the consent of such third party and in case any such
encroachment or servitude whatsoever shall be attempted to be made or
acquired by any person or persons whomsoever to give notice thereof in
writing to the Landlords or their managing
21
agents immediately the same shall come to the notice of the Tenants and
to do all things which may be proper for preventing any such
encroachment or servitude being made or acquired.
19 PLANNING ACTS
In relation to the Planning Acts:
19.1 At all times during the subsistence of this Lease to comply in
all respects with the provisions and requirements of the
Planning Acts and of all consents, permissions and conditions
(if any) granted or imposed or having effect thereunder so far
as the same respectively relate to or affect the Leased
Premises or any part thereof or any operation, works, acts or
things already or hereafter to be carried out, executed, done
or omitted thereon or the use thereof for any purpose during
the currency of this Lease and not to do or omit or suffer to
be done or omitted anything on or in connection with the
Leased Premises or any part thereof the doing or omission of
which shall be a contravention of the Planning Acts or any
consent, permission or condition granted or imposed thereunder
and to indemnify the Landlords against all actions,
proceedings, damages, penalties, costs, charges, claims and
demands in respect of such acts or omissions or any of them;
19.2 In the event of the Landlords giving written consent to any of
the matters in respect of which the Landlords' consent shall
be required under the provisions of this Lease and in the
event of permission from any Planning Authority under the
Planning Acts being necessary for any such matter to apply at
the cost of the Tenants for such permission and to give notice
to the Landlords of the granting or refusal of any such
permission forthwith on the receipt thereof;
19.3 In the event of the Planning Authority agreeing to grant the
required permission only with modifications or subject to any
conditions, to give to the Landlords forthwith full
particulars of such modifications or conditions and not to
accept such modifications or conditions without the consent in
writing of the Landlords (such consent not to be unreasonably
withheld or delayed) and in the event of any planning
permission being granted and the Tenants carrying out the
development to which such planning permission relates to bear
the cost of all works and other things authorised by the said
permission and observe and perform all conditions (if any)
attached thereto and to keep the Landlords effectually
indemnified as aforesaid in respect of the said application
and work done in pursuance of said permission and in respect
of all breaches (if any) of the said planning consent (and
conditions imposed thereby);
19.4 To give notice forthwith to the Landlords of any notice, order
or proposal for a notice or order served on or received by or
which comes to the notice of the Tenants under the Planning
Acts and if so required by the Landlords and at the expense of
the Landlords to make or join in making such objections or
representations in respect of any such notice, order or
proposal that the Landlords may require acting reasonably but
provided that the Tenants shall not be required to make any
representations contrary to their interests;
19.5 To comply at the Tenants' cost with any notice or order served
in respect of the Leased Premises under the provisions of the
Planning Acts unless otherwise excluded from the Tenants'
obligations under this Lease;
22
19.6 If and when called upon so to do to produce to the Landlords
or the Landlords' managing agents all such plans, documents
and other evidence that the Landlords may reasonably require
in order to satisfy the Landlords that the provisions of this
Clause have been complied with in all respects.
20 SIGNS
Not to cause or permit to be displayed upon any part of the Leased
Premises any name, legend, sign, notice or advertisement whatsoever
which may be visible from outside the Leased Premises except such as
have been first approved by the Landlords such approval not to be
unreasonably withheld in relation to nameplates (and if necessary
direction signs) at/in the entrances to the Building and Leased
Premises respectively and upon the termination of this Lease to remove
any such name, legend, sign, notice or advertisement and make good to
the satisfaction of the Landlords any damage occasioned thereby.
21 TO INFORM LANDLORDS OF DEFECTS
To inform the Landlords or their managing agents as soon as practicable
after the same shall come to the notice of the Tenants of any material
defects in the Leased Premises.
22 SUPPORT FOR ADJOINING PREMISES
Not to do or omit or permit or suffer to be done or omitted in and upon
the Leased Premises any matter or thing which might impair or
prejudicially affect the support of the adjoining or adjacent premises
whether above, below or beside the Leased Premises.
23 NOT TO OVERLOAD
Not to place or permit or bring in or upon the Leased Premises any
machinery or other things in such place and manner as shall or may
subject the Leased Premises to any strain or load beyond which they are
designed to bear with due margin for safety or which shall be noisy or
cause dangerous vibrations and if the Tenants shall wish to instal in
the Leased Premises any machinery or thing which may impose a weight or
strain on the Leased Premises beyond that which the Leased Premises are
designed to bear with due margin for safety the Landlords as a
condition of giving consent may require the Tenants to carry out such
works as in the reasonable opinion of the Landlords are necessary to
strengthen the Leased Premises so that such machinery or other thing
may be installed and operated without causing damage to the Leased
Premises or the Building and not in the use of the electrical wiring
and electrical installations in the Leased Premises to use the same or
any part thereof in such a way as to overload the wiring system or any
part of the electrical installations.
24 THE STOPPING UP OF DRAINS
24.1 Not to allow any polluting agent to pass into the sewers,
drains or water courses serving the Leased Premises or the
Building or into adjoining or neighbouring premises or
otherwise to stop up, obstruct or permit to be stopped up or
obstructed the same and in the event of any obstruction or
injury being occasioned thereby forthwith to remove such
obstruction and to make good all damage to the reasonable
satisfaction of the Landlords and to employ such plant for
treating any deleterious effluent as may reasonably be
required by the Landlords.
23
24.2 Not to obstruct or permit to be obstructed any of the Common
Parts.
25 TO INFORM LANDLORDS OF NOTICES
Within seven days of the receipt of notice of the same to give full
particulars to the Landlords or their managing agents of any notice,
order or proposal for a notice or order made, given or issued to the
Tenants by any Government Department or Local or Public Authority under
or by virtue of any statutory power or otherwise and if so required by
the Landlords to produce such notice, order or proposal and so far as
falling within the Tenants' obligations under this Lease at the
Tenants' expense to take all reasonable or necessary steps to comply
with any such notice or order or if falling outwith the Tenants'
obligations hereunder if required by the Landlords to make or join with
the Landlords and at the expense of the Landlords in making objections
or representations against or in respect of any such notice, order or
proposal as aforesaid except in so far as such representations shall be
contrary to the interests of the Tenants.
26 TO OBSERVE REGULATIONS
To observe, perform and abide by any Management Rules and Regulations
from time to time made by the Landlords for the control and regulation
of the Building provided always that in making said Management Rules
and Regulations the Landlords shall be bound to act reasonably and in
accordance with the Principles of Good Estate Management.
27 NOT TO SHARE POSSESSION
Not to share or licence the occupation of the whole or any part of the
Leased Premises with or to anyone whomsoever other than to a company
being a subsidiary of or a holding company of the Tenants or a
subsidiary of such holding company (as such terms "subsidiary" and
"holding company" are defined in Section 736 of the Companies Act 1985)
and then provided that no relationship of landlord and tenant is
created such as to be enforceable against the Landlords and such
licence shall endure only for so long as the relationship between the
respective companies endures without the consent of the Landlords
having been first obtained such consent not to be unreasonably withheld
or delayed.
28 ASSIGNATION AND SUB-LETTING
28.1 Subject and without prejudice to the following provisions of
this Clause not to assign, sub-let or otherwise in any way or
for any purpose deal with the Tenants' interest in the whole
or in part of the Leased Premises without the prior written
consent of the Landlords such consent not to be unreasonably
withheld or delayed.
28.2 In the event of the Tenants at any time or times proposing to
assign their whole interest under this Lease to any proposed
assignee demonstrated to the satisfaction of the Landlords
acting reasonably to be of established substance, good
financial standing and capable of fulfilling the whole
obligations of the Tenants under this Lease the Landlords
subject to the following provisions shall not unreasonably
refuse their consent to such assignation.
28.3 Provided it is demonstrated to the satisfaction of the
Landlords acting reasonably that the proposed sub-tenant is
reputable, of good financial standing and capable of
performing the obligations imposed under any sub-lease the
Landlords shall not unreasonably refuse their consent to a
sub-lease of the whole of the Leased Premises subject as
follows:
24
a) Every permitted sub-lease shall be granted subject to
the whole conditions of this Lease save with regard
to duration and rent and to such other conditions as
the Landlords acting reasonably shall approve or
require in writing and shall be at the open market
rent at the date of the sub-let without grassum,
premium, fine or lump sum in commutation of rent;
b) The rent payable under any such sub-lease shall be
subject to review when and on each occasion pursuant
to the provisions of Part VII of this Schedule the
rent payable under this Lease falls to be reviewed
and on each review the rent payable made such
Sub-Lease shall not be less than the rent then
determined to be paid under this Lease;
c) The sub-tenant thereunder shall be prohibited from
granting any assignation of such sub-lease without
the consent of the Landlords (which consent will not
be unreasonably withheld) and from granting any
further sub-lease or sub-leases.
d) The Tenants shall procure such information with
regard to the status and financial standing of any
proposed assignee or sub-tenant as the Landlords
shall reasonably require.
e) The Tenants shall use all reasonable endeavours
diligently to enforce the due performance and
observance by any permitted sub-tenant of all the
obligations binding on such sub-tenant under the
sub-lease in his favour.
f) Within twenty eight days of every assignation,
sub-lease or other devolution of the interest of the
Tenants in this Lease or of any sub-tenant or of any
charge or release of any charge over or affecting the
Leased Premises or any part thereof to give or
procure that there will be given to the Landlords'
solicitors an extract or photographic or certified
copy of the relevant document together with such
further information as the said solicitors shall
reasonably require.
29 TO INDEMNIFY THE LANDLORDS
To indemnify and keep indemnified the Landlords (and in respect of
which if so required by the Landlords to maintain where the risk is
insurable insurance cover to the reasonable satisfaction of the
Landlords with a reputable Insurance Office and to exhibit the Policy
and receipts for premiums to the Landlords when required) from and
against:
29.1 claims arising from matters which fall within the obligations
of the Tenants under this Lease save where such claim has
arisen in consequence of any negligent act, omission or
default on the part of the Landlords or any third party for
whom the Landlords are legally responsible;
29.2 any failure or omission by the Tenants in the implementation
or observance of the obligations on their part herein
contained;
and this Clause 29 shall remain in force in respect of claims in
respect of antecedent breaches notwithstanding the expiry or earlier
termination of this Lease.
30 EXPENSES
25
To pay to the Landlords all properly and reasonably incurred costs,
charges and expenses (including solicitors', Counsel's, surveyors',
architects', engineers' and other professional costs and fees and VAT
thereon) incurred by the Landlords:
30.1 in connection with any application to the Landlords for
consent or approval;
30.2 in the preparation and service of any notice of want of repair
or other notice served in accordance with the provisions of
this Lease by the Landlords on the Tenants or in the
preparation and service of a Schedule of Dilapidations during
the subsistence of this Lease or within one month after its
expiry or earlier termination;
30.3 in connection with the recovery of arrears of rent and/or
Service Charge or any other sum at any time due by the Tenants
to the Landlords under this Lease which has remained unpaid
for a period of fourteen days after the due date for payment;
30.4 in connection with any, Assignation, Sub-Lease or other
document consenting to Tenants' works to which the Landlords
require to be a party; and
30.5 in connection with the enforcement of the rights of the
Landlords under this Lease in the case of a breach of the
Tenants' obligations hereunder.
31 TO COMPLY WITH TITLES
At all times to observe and perform, insofar as still valid, subsisting
and applicable, all the real liens, burdens, conditions, restrictions,
declarations, servitudes and others howsoever constituted affecting any
part or parts of the Leased Premises as at the date of entry under this
Lease;
32 TO LEAVE IN GOOD REPAIR
On the expiry or sooner determination of the term of this Lease quietly
and without any warning away or other process of removal to surrender
to the Landlords the Leased Premises together with all additions and
improvements made thereto and all fittings and fixtures (other than
Tenants' fittings and fixtures which the Tenants shall be entitled to
remove) in or upon the Leased Premises or which during the term of this
Lease may have been affixed or fastened to or placed on or upon the
same and that in such state and condition as shall be consistent with
full and due performance by the Tenants of their obligations in this
Lease contained with all locks, keys and fastenings complete and at the
cost of the Tenants to repair and make good to the reasonable
satisfaction of the Landlords all damage including damage to paintwork
caused by the removal of Tenants' fittings and fixtures. The Tenants
shall have no claim for compensation on the expiry or earlier
termination of this Lease for whatsoever cause in respect of any work
done by the Tenants in finishing or fitting out the Leased Premises.
26
PART VI
LANDLORDS' OBLIGATIONS
1 TO INSURE
To insure and keep insured at all times throughout the term of this
Lease in the name of the Landlords with a reputable insurance company
to be selected from time to time by the Landlords:
1.1 The Building and all additions thereto and all fixtures and
fittings, equipment and apparatus of an insurable nature which
at any time may be erected or placed thereon or affixed
thereto including the Leased Premises (other than the plate
glass in the Leased Premises and tenants' fixtures and
fittings) in the full reinstatement value thereof (as
determined by the Landlords) acting reasonably against loss or
damage by fire, aircraft, explosion, riot and civil commotion,
malicious damage, subsidence, earthquake, storm or tempest,
bursting or overflowing of water tanks, apparatus or pipes,
flood, impact and such other risks as the Landlords may from
time to time consider appropriate acting reasonably together
with an amount in respect of architects', engineers',
surveyors' and other professional fees and expenses and the
cost of temporary hoarding and other temporary work, removal
of debris, dismantling or demolishing and shoring up or
propping and site clearance;
1.2 Such of the Service Systems as the Landlords may deem
appropriate acting reasonably and in accordance with the
Principles of Good Estate Management against explosion,
mechanical and electrical breakdown, third party and such
other risks and in such amount as the Landlords shall from
time to time deem fit acting reasonably;
1.3 In respect of the Building to the extent which the Landlords
shall consider necessary acting reasonably against public
liability, employers' liability, property owners' and third
party liability; and
1.4 Against loss of rent and Service Charge under this Lease in
respect of the Building for such period (being not less than
three years) as the Landlords acting reasonably may deem
necessary from time to time having regard to the likely period
required for reinstatement in the event of both partial and
total destruction in an amount which would take into account
potential increases of rent in accordance with inter alia the
rent review provisions contained in Part VII of this Schedule
and of Service Charge all as may be estimated by the Landlords
acting reasonably.
There shall be added to all sums referred to in this Clause the amount
of any irrecoverable VAT thereon.
The Landlords' obligations under this Clause shall be subject to the
availability of such insurance cover and to the conditions and
exceptions contained in the insurance policies of the nature before
specified provided that (1) the Landlords shall provide the Tenants
with full details of such insurances when reasonably requested to do so
and not more than once a year shall exhibit upon request evidence of
the insurance effected and the insurance premiums paid and (2) the
27
Landlords shall advise the Tenants as soon as practicable of any
material changes in the risks or material terms of this insurance
cover.
2 REINSTATEMENT
In the event of destruction of or damage to the Leased Premises or any
other part of the Building by reason of any of the Insured Risks and
subject to:
2.1 the Provisions of Clauses 14 and 16 of Part V of the Schedule;
2.2 the proviso to this Clause; and
2.3 all necessary statutory consents being obtained (the Landlords
being obliged to take all reasonable steps in that regard)
as soon as practicable the Landlords shall reinstate the Leased
Premises or the Building relevant part or parts thereof or as the case
may be to make good such of the Service Systems as shall have been so
damaged or destroyed making good any shortfall in insurance monies but
so that the Landlords shall not be required to apply for such purpose
any insurance monies received by the Landlords in respect of loss of
rent or Service Charge (other than any element of Service Charge
insurance which shall relate to reinstatement) (which shall be retained
by the Landlords who shall apportion the same according to the relevant
interests therein and shall apply the amount apportionable to the
Tenants' interest in lieu pro tanto of rent and Service Charge) or
under any public liability, property owners', employers' liability or
third party liability policy effected by the Landlords declaring
however that in any such rebuilding or reinstatement the Landlords
shall not be obliged to rebuild or reinstate precisely in accordance
with the previous drawings and specifications but it shall be
sufficient if the Leased Premises or the Building or the relevant part
or parts thereof are restored so as to provide the Tenants with
accommodation and amenities and rights in the Building substantially
equivalent to the Leased Premises and to such amenities and rights and
so that the provisions of this Lease shall apply to such accommodation
and to such amenities and rights as they apply to the Leased Premises.
3 OPTION TO TERMINATE
If the Leased Premises are rendered unfit for use and occupation by
damage or destruction to the Building and the Leased Premises and the
Building have not been rebuilt by the third anniversary of the date of
such damage or destruction of the Leased Premises and the Building
and/or the access thereto, either party may terminate this Lease by
notice in writing to the other party to be given at anytime after the
said third anniversary and upon service of such notice this Lease shall
terminate but without prejudice to any claim of either the Landlords or
the Tenants for any earlier breach of covenant by the other (declaring
that any failure on the part of the Landlords to rebuild shall not, in
itself, constitute such a breach of covenant). In the event that the
Leased Premises are rendered unfit for use and occupation as aforesaid
in the last year of the Lease or after the Tenants have served a notice
to exercise the break option in terms of the Lease and both parties
agree, acting reasonably that it is unlikely that the Leased Premises
shall be rendered fit for occupation and use prior to the expiry or
termination of the Lease, the Tenants shall be entitled to terminate
this Lease immediately on giving written notice to that effect to the
Landlords.
28
4 SERVICES
In accordance with the Principles of Good Estate Management to carry
out or procure the carrying out of such of the services specified in
Parts IX and X of the Schedule as the Landlords acting reasonably and
in accordance with said Principles consider appropriate from time to
time for the benefit of the Tenants and other tenants or occupiers of
the Building, and other buildings within the Park.
5 ACCESS
To allow the Tenants and their permitted sub-tenants or licensees under
this Lease and their respective invitees access to the Leased Premises,
the Building and the Park at all hours of the day or night on any day
of the week provided that the Tenants comply with the Landlords'
reasonable security requirements when taking access outwith normal
business hours.
29
PART VII
RENT REVIEWS
1 Wherever in this Part of the Schedule the context admits the following
expressions shall have the meanings hereby assigned to them, namely:
1.1 "Review Date" means the First day of October in the year Two
thousand and six.
1.2 "Review Period" means the period commencing on the Review Date
and ending on the expiry of this Lease;
1.3 "Market Rent" means the annual rent at which the Leased
Premises could be let as one entity together with the
Ancillary Rights on the open market at and from the Review
Date for a term equivalent to the original duration of this
Lease and otherwise subject to the provisions of this Lease
(other than the actual amount of rent payable hereunder but
including the provisions for rent review similar to those
contained in this Part of the Schedule) and on the assumption
(if not a fact) that:-
a) the Leased Premises are available for immediate
letting by a willing landlord to a willing tenant
without fine, premium or grassum and with vacant
possession;
b) the Tenants have complied in all respects with all
the obligations imposed on them under this Lease;
c) the Leased Premises are fit for immediate occupation
and use;
d) in case the Leased Premises or the Common Parts or
any part thereof have been destroyed or damaged they
have been fully restored;
e) any prospective tenants are able fully to recover
input VAT whether or not this is the case;
But disregarding any effect on rent of:-
a) the fact that the Tenants, any sub-tenants or
permitted licensees under this Lease and their
respective predecessors in title or any of them are,
or have been, in occupation of the Leased Premises;
b) any goodwill attached to the Leased Premises by
reason of the carrying on within the Leased Premises
of the business of the Tenants, any sub-tenants or
permitted licensees under this Lease or their
respective predecessors in title or any of them;
c) any improvements or works carried out to the Leased
Premises or any part thereof with the consent of and
otherwise than in pursuance of any obligation to the
Landlords, at the cost of the Tenants or any
sub-tenant;
1
1.2 "Surveyor" means such Chartered Surveyor having recent
substantial experience in valuing premises of a kind and
character similar to the Leased Premises in the Edinburgh area
and who is a member of a leading firm of Surveyors practising
inter alia in the field of laboratory facilities as may be
nominated by agreement between the Landlords and the Tenants
or in default of agreement appointed by or on behalf of the
Chairman (or Senior Officer Holder at the time available) of
the Royal Institution of Chartered Surveyors in Scotland (as
constituted, reconstituted, formed or reformed from time to
time) or if such Chairman or Senior Office Holder shall not be
available appointed by such officer of such professional body
of Surveyors as the Landlords, acting reasonably, shall
designate;
1.3 "Revised Rent" for the Review Period means the Market Rent in
respect of the Review Period agreed in writing between the
Landlords and the Tenants or determined (in default of
agreement) by the Surveyor all as hereinafter provided;
1.4 "Current Rent" means the yearly rent payable under this Lease
immediately preceding the commencement of the Review Period;
1.5 "Shortfall" means in respect of the period (if any) beginning
on the Review Date and ending on the Scottish quarter term day
next following the date on which the Revised Rent for the
Review Period is ascertained the amount (if any) by which the
aggregate equal quarterly instalments of the Revised Rent
which would have been payable during that period had the
Revised Rent been ascertained at the commencement thereof
exceeds the aggregate of the instalments of the Current Rent
paid for the same period; and
1.6 "Shortfall Interest" means a capital sum equal to interest at
Three per centum below the Specified Rate on the aggregate of
the component parts of the Shortfall for the period from the
date each component part became due until payment of the
Shortfall.
2 The yearly rent for the Review Period shall be equal to whichever shall
be the greater of:-
2.1 the Current Rent;
and
2.2 the Revised Rent.
3 If the Landlords and the Tenants have not agreed the Market Rent by a
date three months prior to the Review Date the Landlords or the Tenants
may at any time thereafter require the Market Rent to be determined by
a Surveyor acting as an expert and not as an arbiter whose decision
shall be final and binding on the parties and the following provisions
shall apply:
3.1 the fees and expenses of the Surveyor including the cost of
his appointment shall be borne as directed by the Surveyor or
failing which equally by the Landlords and the Tenants who
shall each otherwise bear their own costs;
3.2 the Landlords and the Tenants shall each be entitled to submit
to the Surveyor in accordance with a timetable to be
determined by the Surveyor written valuations, statements and
other evidence relating to or supporting their assessments of
the Market Rent in which event each shall at the same time
deliver to the other party a copy of all
2
such valuations and others submitted as aforesaid. The
Surveyor shall not hold a hearing but shall determine the
matter on the basis of his own judgment; and
3.3 if the Surveyor shall fail to determine the Market Rent within
three months of his appointment (or such longer period as the
Landlords and the Tenants may agree in writing) or if prior to
his making such determination he shall relinquish his
appointment or die or it shall become apparent that, for any
reason, he will be unable to complete his duties hereunder
then it shall be open to either party on notice in writing to
the other party and the Surveyor or his representatives to
terminate forthwith the appointment of such person and to
apply to the other party in the manner specified in Clause 1
of this Part of the Schedule for a substitute Surveyor to be
appointed.
4 If the Revised Rent for the Review Period has not been ascertained by
the commencement of the Review Period then in respect of the period
commencing with the Review Date and ending on the quarter term day next
occurring after the date on which the Revised Rent is ascertained
payment on account of the yearly rent shall be made by the Tenants at
the rate of the Current Rent at the times and in the manner specified
in Clause 3 of the foregoing Lease and on the said last mentioned
quarter term day the Tenants shall pay in addition to the instalment of
the Revised Rent then payable the Shortfall and Shortfall Interest but
without prejudice to the right of the Tenants to make earlier payment
of the Shortfall and Shortfall Interest.
5 In the event of the Landlords being prevented or prohibited in whole or
in part (in part meaning anything less than the whole) from exercising
their rights under this Part of this Schedule and/or obtaining an
increase in the annual rent at the Review Date by reason of any
legislation, government order or decree or notice (increase in this
context meaning such increase as would be obtainable disregarding the
provisions of any such legislation and others as aforesaid) then and
upon each and every occasion on which such event shall occur if the
occurrence gives rise to total prevention or prohibition the date on
which such Review would have otherwise taken effect shall be deemed to
be extended to permit and require such Review to take place on the
first date or dates thereafter upon which such right of increase may be
exercised and/or obtained in whole or 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 Landlords would have obtained if
not prevented or prohibited as aforesaid) and if there shall be a
partial prevention or prohibition only there shall be a further review
or reviews (as the case may require) on the first date or dates as
aforesaid and notwithstanding that the yearly rent may have been
increased in part on or since the Review Date provided always that the
provisions of this Clause shall be without prejudice to the Landlords'
rights to review the annual rent on the Review Date as specified in the
foregoing Clauses of this Part of this Schedule provided that the
Landlords shall not thereby become entitled to recover in aggregate for
the Review Period more rent than otherwise would have been the case if
rent had been reviewed in the ordinary way at the Review Date.
6 Forthwith after the Revised Rent shall have been ascertained there
shall be signed by, for or on behalf of the Landlords and the Tenants
respectively a Memorandum in duplicate (one of which will be retained
by the Landlords and the other of which will be retained by the
Tenants) specifying the new increased yearly rent payable under the
foregoing Lease and such Memorandum shall be evidence of the amount of
such new increased yearly rent.
3
PART VIII
SERVICE CHARGE
1 SERVICE CHARGE
The Tenants shall pay to the Landlords the Service Charge (as
hereinafter defined) specified in this Part of this Schedule.
2 DEFINITIONS
In this Part of this Schedule:
2.1 subject to paragraphs 2.2 and 2.3 hereof "Service Year" means
each consecutive period of twelve months beginning on the
First day of April in each year or such other date as the
Landlords may from time to time notify in writing to the
Tenants;
2.2 "First Service Year" means the period from the First day of
April Nineteen hundred and ninety seven to the Thirty-first
day of March immediately succeeding;
2.3 "Last Service Year" means the period beginning on the First
day of April prior to and ending on the expiration or sooner
determination of the period of this Lease;
2.4 "Managing Agents" means the managing agents appointed from
time to time by the Landlords for the purpose of managing the
Building and the Park or if no managing agents shall be
appointed shall mean the Landlords themselves;
2.5 "Service Expenditure" means the expenditure properly and
reasonably incurred by the Landlords acting in accordance with
the Principles of Good Estate Management in and about the
provision of the services specified in Parts IX and X of this
Schedule (subject to the exclusions contained in Clause 16 of
Part IX of the Schedule and Clause 17 of Part X of the
Schedule); and
2.6 "Service Charge" means the aggregate of (a) 58% of the Service
Expenditure in respect of the services specified in Part IX of
this Schedule and (b) that proportion of the Service
Expenditure in respect of the services specified in Part X of
this Schedule which the gross internal floor area of the
Leased Premises bears to the gross internal floor area of all
other premises within the Park let or available for letting or
for owner occupation from time to time.
3 ESTIMATES
The Landlords shall use all reasonable endeavours to ensure that
Managing Agents shall, within two months before (or as soon as
practicable after the commencement of each Service Year including the
First Service Year) prepare an itemised estimate of the Service
Expenditure for the Service Year in question declaring that the
Managing Agents shall be entitled to deduct from or add to the
estimated Service Expenditure any deficiency or surplus of receipts and
entitled to add thereto any deficiency (but not deficiencies caused by
the failure of other tenants to pay their
4
respective shares of the Service Charge) in or over the actual Service
Expenditure carried forward from previous Service Years.
4 ADJUSTMENTS DURING SERVICE YEAR
During the course of each Service Year the Managing Agents may from
time to time revise any or all of the said estimates for that Service
Year so as to take into account any actual or anticipated increase in
any item of Service Expenditure and so as to keep to a minimum any
possible disparity between the actual and estimated Service Expenditure
in each year provided that reasonable prior written notice of such
increase with an explanation of the reasons for the increase is given.
5 CERTIFICATION
As soon as practicable after the calculation of the actual Service
Expenditure shall have been completed in respect of any Service Year
and in any event within four months of expiry of each Service Charge
Year the Managing Agents shall certify the amount of the Service Charge
payable by the Tenants for that Service Year. The relative vouchers and
invoices upon which such calculation is based shall be open to
inspection by the Tenants on prior appointment. Such Certificate shall
contain a reasonable level of detail as to Service Expenditure and in
the absence of manifest error or fraud shall be binding on the
Landlords and the Tenants.
6 TIMES OF PAYMENT
6.1 The Service Charge based upon the Managing Agent's estimate of
the Service Expenditure in respect of each Service Year (other
than the First Service Year but including the Last Service
Year) shall be payable by equal quarterly instalments (but
subject nevertheless to revision pursuant to the provisions of
Clause 4 of this Part of this Schedule) in advance on the Rent
Payment Days. The Service Charge for the First Service Year
based upon the Managing Agent's estimate of the Service
Expenditure for the First Service Year shall be payable by
quarterly payments in advance the first being on the First day
of April Nineteen hundred and ninety seven and thereafter on
each Rent Payment Day falling between the First day of April
Nineteen hundred and ninety seven and the end of the First
Service Year.
6.2 As soon as the Managing Agent's Certificate shall have been
completed under Clause 5 of this Part of the Schedule any
overpayment by the Tenants based on the Managing Agent's
estimate shall be allowed by the Landlords to the Tenants
against the Tenants' future liability for Service Charge
(except in the last year of this Lease when any overpayment
shall be repaid by the Landlords to the Tenants no later than
fourteen days after the date of the said Certificate) and any
underpayment by the Tenants based on the Managing Agent's
estimate shall be paid by the Tenants to the Landlords within
fourteen days of demand.
6.3 If the Tenants shall not have been given notice of the amount
of the estimated Service Charge for any Service Year before
the last Rent Payment Day in the previous Service Year the
Tenants shall on that and any subsequent Rent Payment Day
before such notice is given pay an amount equal to the last
quarterly payment of Service Charge in respect of the previous
Service Year but only in return for VAT invoices and the
requisite adjustment by way of addition of underpayment or
deduction of overpayment shall be
5
made to the quarterly instalment of estimated Service Charge
payable on the first Rent Payment Day after such notice has
been given.
6.4 The provisions of this Part of the Schedule shall continue to
apply notwithstanding the expiration or sooner determination
of the period of this Lease until finalised but only in
respect of the period down to such expiration or sooner
determination of the period of the Lease.
7 INFORMATION ON SERVICE EXPENDITURE
The Landlords shall, at the request of the Tenants, provide the Tenants
with a detailed summary of the amounts comprising the Service
Expenditure in any Service Year (the Tenants being entitled to examine
vouchers and/or other supporting documentation but bound to act
reasonably in that regard).
8 RETENTION
The Tenants shall not be entitled to make any retention of Service
Charge.
6
PART IX
LANDLORDS' SERVICES (THE BUILDING)
1 TO REPAIR ETC.
To repair, maintain and when beyond economic repair to reconstruct,
rebuild, reinstate and replace and to decorate, refurbish and cleanse
the Common Parts and that irrespective of the cause of the damage,
destruction or deterioration.
2 TO MAINTAIN SERVICE SYSTEMS, LIGHTING, ETC.
To inspect, maintain, repair and when beyond economic repair, renew and
replace and to keep in working order the Service Systems and to keep
the Common Parts properly heated and lit (as appropriate) in accordance
with the statutory criteria.
3 TO PAY PROPORTION OF EXPENSES OF MAINTAINING MUTUAL WALLS, DRAINS, ETC.
To pay such proportion (if any) as the Landlords are liable to pay of
the costs and expenses of repairing, maintaining, rebuilding, renewing
and cleansing all walls, fences, structures, pipes, drains, cables and
other items which may belong to or be used for the Building in common
or mutually with other near or adjoining subjects.
4 PAYMENT OF RATES, ETC.
To pay and discharge all existing or future rates, taxes, duties,
levies, charges, assessments, impositions and outgoings whatsoever
whether parliamentary, county, municipal, parochial, local or of any
other description in respect of the Common Parts other than taxation on
rent (except VAT) and taxation on the Landlords' dealings with the
Landlords' interest in the Common Parts.
5 PAYMENT FOR ELECTRICITY, ETC. IN COMMON PARTS
To pay all charges, assessments and outgoings for water, electricity,
fuel, telephone and public or statutory utilities payable in respect of
the Common Parts.
6 ABATEMENT OF NUISANCE, ETC.
To take reasonable steps deemed desirable or expedient by the Landlords
for abating a nuisance and for complying with, making representations
against or otherwise contesting the incidence of the provisions of any
legislation or orders or statutory requirements thereunder concerning
Town Planning, Compulsory Purchase, Public Health, Highways, Streets,
Drainage or other similar matters relating to or alleged to relate to
the Building for which the Tenants or any other tenant of premises
within the Building is not directly liable under this Lease or any
other lease and which relate to or affect the continued use of the
Building as at present existing.
7
7 SERVICE EQUIPMENT
To provide, maintain and store such equipment as may from time to time
be reasonably necessary or desirable for the proper provision of the
services mentioned in this Part of this Schedule.
8 NOTICES
To provide, maintain and when necessary, replace and renew directional
and other necessary signs in and upon the Common Parts.
9 EMPLOYMENT OF STAFF
To employ and pay such contractors, agents, professional advisers,
servants or others in and about the performance of the Landlords'
Obligations including without prejudice to the foregoing generality
payment of:
9.1 the reasonable management fee of the Landlords or any Managing
Agents retained by the Landlords to manage the Building
provided that the management fee shall be related to the
services provided and shall exclude any charges for collection
of or commission on rent; and
9.2 the reasonable fees and charges of any Accountant, Surveyor,
Solicitor or other professional adviser employed for the
giving of any professional or other advice to the Landlords or
their Managing Agents in connection with the administration of
the Building or Common Parts but excluding any fees and
charges in respect of any part of the Building let or capable
of being let.
10 EXPENSES OF MANAGEMENT RULES AND REGULATIONS
To pay the reasonably incurred costs of preparing and supplying to
tenants copies of any Management Rules and Regulations made, from time
to time, by the Landlords governing the use of the Building or any part
thereof.
11 ACCOUNTS
To keep a detailed account of the expenditure incurred by the Landlords
in respect of the obligations and provisions contained in this Part of
this Schedule or incurred under Part VI of this Schedule and to provide
the Tenants with a copy of a certified statement summarising the
expenditure therein.
12 COMPLIANCE WITH LOCAL AUTHORITY REQUIREMENTS
To comply with the directions and requirements from time to time of the
local or any other competent authority in connection with the
management and administration of the Common Parts.
13 FIRE FIGHTING EQUIPMENT
To purchase, maintain, renew and insure fire fighting appliances for
the Common Parts.
8
14 ADDITIONAL SERVICES
To perform, supply and carry out such other services which the
Landlords acting reasonably and in accordance with the Principles of
Good Estate Management shall consider proper for the better and more
efficient management and use of the Common Parts and the comfort and
convenience of the generality of the tenants of the Building.
15 VAT
To pay VAT at the applicable rate in respect of any item of expenditure
herein mentioned in return for a valid VAT invoice.
16 EXCLUSIONS FROM SERVICE CHARGE
In relation to the Services above appearing and the Service Charge all
costs incurred or payable by the Landlords shall be reasonable and
proper and the following items shall be excluded from the Service
Charge:
16.1 Repairs and other work which are paid from insurance proceeds
paid out as a result of the occurrence of an Insured Risk;
16.2 Any amount attributable to any unlet, lettable areas in the
Building;
16.3 Costs, fines or penalties incurred due to a breach by another
tenant of any unit let within the Building but not recovered
from such tenant as also the cost of taking enforcement action
against such other tenant in respect of non-payment of rent or
Service Charge; and
16.4 Any sums attributable to works required as a result of any
latent or inherent defects.
9
PART X
LANDLORDS' SERVICES (THE PARK)
1 TO REPAIR ETC.
To repair, maintain and when beyond economic repair to reconstruct the
Common Parts including without prejudice to that generality to maintain
the landscaped areas therein and to plant and replant the same.
2 TO CLEAN AND LIGHT
To clean and, where appropriate, to light the Common Parts.
3 TO MAINTAIN SERVICE SYSTEMS
To repair, maintain and, when beyond economic repair, to renew and to
replace the Service Systems situated within the Common Parts.
4 TO INSURE
To insure the Common Parts against such of the Insured Risks as the
Landlords, acting reasonably, consider appropriate thereto.
5 PAYMENT OF RATES ETC.
To pay and discharge all existing or future rates, taxes, duties,
levies, charges, assessments, impositions and outgoings whatsoever
whether parliamentary, county, municipal, parochial, local or of any
other description in respect of the Common Parts other than taxation on
rent (except VAT) and taxation on and any other sum payable in respect
of the Landlords' dealings with the Landlords' interest in the Common
Parts.
6 PAYMENT OF ELECTRICITY ETC IN COMMON PARTS
To pay all charges, assessments and outgoings for water, electricity,
fuel, telephone and public or statutory facilities payable in respect
of the Common Parts.
7 ABATEMENT OF NUISANCE ETC.
To take all reasonable steps deemed desirable or expedient by the
Landlords for abating a nuisance and for complying with, making
representations against or otherwise contesting the incidence of the
provisions of any legislation or orders or statutory requirements
thereunder concerning Town Planning, Compulsory Purchase, Public
Health, Highways, Street, Drainage or other similar matters relating to
or alleged to relate to the Park for which the Tenants or any other
tenant of premises within the Park is not directly liable under this
Lease or any other lease and which relate to or affect the continued
use of the Park as at present existing.
10
8 SERVICE EQUIPMENT
To provide, maintain and store such equipment as may from time to time
be reasonably necessary or desirable for the proper provision of the
services mentioned in this Part of the Schedule.
9 NOTICES
To provide, maintain and when necessary, replace and renew directional
and other necessary signs in and upon the Common Parts.
10 EMPLOYMENT OF STAFF
To employ and pay such contractors, agents, professional advisers,
servants or others in and about the provision of the Landlords'
Services including without prejudice to the foregoing generality
payment of (a) the reasonable management fee of the Landlords or any
Managing Agents retained by the Landlords to manage the Park (under
exception of the Building and all other buildings erected within the
Park) provided that the management fee shall be related to the services
provided and shall exclude any charges for collection of or commission
on rent and (b) the reasonable fees and charges of any Accountant,
Surveyor, Solicitor or other professional adviser employed for the
giving of any professional or other advice to the Landlords or their
Managing Agents in connection with the administration of the Park.
11 EXPENSES OF MANAGEMENT RULES AND REGULATIONS
To pay the reasonably incurred costs of preparing and supplying to
tenants, copies of any Regulations made from time to time, by the
Landlords governing the use of the Park (under exception of the
Building and all other buildings erected within the Park) or any part
thereof.
12 ACCOUNTS
To keep an account of the expenditure incurred by the Landlords in
respect of the provisions contained in this Part of this Schedule and
to provide the Tenants with a copy of a certified statement summarising
the expenditure therein.
13 COMPLIANCE WITH LOCAL AUTHORITY REQUIREMENTS
To comply with the directions and requirements from time to time of the
local or any other competent authority in connection with the
management and administration of the Park (under exception of the
Building and all other buildings erected in the Park).
14 FIRE FIGHTING EQUIPMENT
To purchase, maintain, renew and insure fire fighting appliances for
the Park (under exception of the Building and all other buildings
erected in the Park)
11
15 ADDITIONAL SERVICES
To perform, supply and carry out such other services or matter which
the Landlords acting reasonably and in accordance with the Principles
of Good Estate Management consider proper for the better and more
efficient management and use of the Common Parts and the comfort and
convenience of the generality of the tenants of the Park.
16 VAT
To pay VAT at the applicable rate in respect of any item of expenditure
herein mentioned in return for a valid VAT invoice.
17 EXCLUSIONS FROM SERVICE CHARGE
In relation to the Services above appearing and the Service Charge all
costs incurred or payable by the Landlords shall be reasonable and
proper and the following items shall be excluded from the Service
Charge:
17.1 Repairs and other work which are paid from insurance proceeds
paid out as a result of the occurrence of an Insured Risk;
17.2 Any amount attributable to any unlet, lettable areas in the
Building;
17.3 Costs, fines or penalties incurred due to a breach by another
tenant of any unit let within the Building but not recovered
from such tenant as also the cost of taking enforcement action
against such other tenant in respect of non-payment of rent or
Service Charge; and
17.4 Any sums attributable to works required as a result of any
latent or inherent defects.
