Exhibit 10.25
LEASE
Between
LONGBARREL PROPERTY LIMITED
PARTNERSHIP
and
SPECTRALINK CORPORATION
September
, 2005
PARTICULARS
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DATE:
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LANDLORD:
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LEGAL
AND GENERAL ASSURANCE SOCIETY LIMITED of Temple Court 11 Queen
Victoria Street London EC4N 4TP
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TENANT:
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SPECTRALINK INTERNATIONAL
CORPORATION of 5755 Central Avenue Boulder CO 80301
USA
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GUARANTOR:
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SPECTRALINK
CORPORATION of 5755 Central Avenue Boulder CO 80301
USA
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PROPERTY:
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First Floor Futura
House The Southwood Crescent Southwood Business Park Farnborough
Hampshire
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ESTATE:
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the Landlord’s
property known as Southwood Business Park Farnborough
Hampshire
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LENGTH
OF TERM:
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5 years
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TERM
COMMENCEMENT DATE:
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2005
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INITIAL RENT:
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£95,568 per
annum
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RENT
COMMENCEMENT DATE:
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2007, provided that
this date shall be postponed by one day for each day or part of a
day after 5 December 2005 that the works listed under the headings
“Heating Plant and Controls”, “Electrical
Services”, “Fire Alarm System” and “Lift
Installation” in the Schedule of Defects annexed to this
Lease are not completed in accordance with clause 4.5, subject
always to compliance by the Tenant with the provisions of clause
3.24
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DATED
PARTIES
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1
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Landlord
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LEGAL AND GENERAL ASSURANCE
SOCIETY LIMITED (company no 166055) whose registered
office is at Temple Court 11 Queen Victoria Street London EC4N
4TP
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2
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Tenant
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SPECTRALINK INTERNATIONAL
CORPORATION of 5755 Central Avenue Boulder CO 80301
USA
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3
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Guarantor
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SPECTRALINK
CORPORATION of 5755 Central Avenue Boulder CO 80301
USA
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OPERATIVE
PROVISIONS
1
Definitions and interpretation
1.1
Unless the contrary intention appears the following definitions
apply:
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Building
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the building of which
the Property forms part as the same is shown for the purposes of
identification only edged red on Plan 1 and each and every part of
the Building;
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Common Parts
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those parts of the
Building to be used in common by any of the Tenant, other tenants
and occupiers of the Building, the Landlord, and those properly
authorised or permitted by them to do so, and Common Parts
includes (but without limitation) the atrium and entrance hall and
entrance ways, corridors, lobbies, staircases, lavatories, access
ways, passages, lifts, service areas and other such amenities, but
excluding any such parts as may be within the Property;
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Conduits
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any pipe wire duct
cable channel sewer drain water-course gutter shaft flue subway or
other service media;
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1
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Encumbrances
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the matters contained
imposed by or referred to in the registers of title number
HP515573;
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Estate
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the land briefly
described in the Particulars together with all roadways pathways
covered ways pedestrian access ways and areas car parking spaces
and roads giving access thereto refuse collection and disposal
areas gardens verges and landscaped areas and all other areas and
items on or forming part of the land in the ownership of the
Landlord as the same is shown for the purposes of identification
only edged green on Plan 1 together with any extensions or
additions to it from time to time;
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Fair
Proportion
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in relation to the
Estate Services referred to in Schedule 3 Part 2, 4.67% (provided
that in the event that the Estate is extended or added to this
percentage will be reduced by an appropriate amount to take account
of such extension or addition);
AND
in relation to the
Building Services referred to in Schedule 3 Part 3,
48.89%;
OR
in either case such
other proportion as the Landlord may at its discretion attribute to
the Property from time to time as shall be fair and reasonable in
the circumstances and in the exercise of the discretion the
Landlord may if it is appropriate:
(a) attribute the whole
of such expenditure to the Property; and
(b) make special
attributions of expenditure in
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2
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the case of services
provided outside of the hours of 7am and 7pm on weekdays or during
weekends and public holidays where only some tenants on the Estate
or in the Building (as the case may be) elect to carry on their
business;
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Inherent
Defect
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any defect in the
Property or the Building (as the case may be) which is attributable
to defective design, defective workmanship, defective materials or
defective supervision in or of any works carried out to the
Building since its initial construction;
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Insured Risks
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risks of loss or damage
by fire storm tempest earthquake explosion lightning aircraft and
articles dropped from aircraft civil commotion malicious damage
impact by vehicles flood and bursting and overflowing of water
pipes and tanks terrorism landslip subsidence heave and such other
risks as the Landlord may in its absolute discretion think fit to
insure against;
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Interest
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interest at the rate of
4% over the base rate of Barclays Bank PLC from time to time (as
well after as before judgement) or such other comparable rate as
the Landlord may reasonably and properly designate if the base rate
ceases to be published compounded at quarterly rests on 31 March 30
June 30 September and 31 December in each year;
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Landlord
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the person referred to
in the Particulars as the Landlord and shall include the person for
the time being entitled to the reversion immediately expectant on
the determination of the term hereby created;
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3
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Outgoings
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(in relation to the
Property) all non-domestic rates, (including rates for unoccupied
property), water rates, water charges and all existing and future
rates, taxes, charges, assessments, impositions and outgoings
whatsoever (whether parliamentary or local) which are now or may at
any time be payable, charged or assessed on property, or the owner
or occupier of property, but “taxes” in this context
does not include value added tax, nor any taxes imposed on the
Landlord in respect of the yearly rent reserved by this Lease, or
in respect of a disposal of the interest in immediate reversion to
this Lease;
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Particulars
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the details appearing
on the page headed “Particulars” at the front of this
Lease;
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Plan
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a plan annexed to this
Lease;
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Planning Acts
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“the
consolidating Acts” as defined in the Planning (Consequential
Provisions) Act 1990 and any other legislation relating to town and
country planning in force from time to time;
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Property
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the property briefly
described in the Particulars and every part thereof as the same is
shown edged red on Plan 2 including:
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(a)
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the glass of the
external windows and lights of the Property but excluding the
frames and fitments;
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(b)
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the doors, door frames,
equipment, fitments and any glass relating to the doors of the
Property;
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(c)
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the internal plaster or
other surfaces of loadbearing walls and columns within the Property
and of walls which form
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4
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boundaries of the
Property;
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(d)
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non-loadbearing walls
completely within the Property;
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(e)
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the flooring, raised
floors and floor screeds down to the joists or other structural
parts supporting the flooring of the Property;
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(f)
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the plaster or other
surfaces of the ceilings and false ceilings within the Property and
the voids between the ceilings and false ceilings;
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(g)
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the Conduits within and
exclusively serving the Property;
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(h)
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appurtenances,
fixtures, fittings and rights granted by this Lease; and
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(i)
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machinery and plant
situated within and exclusively serving the Property;
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and improvements and
additions made to, and fixtures, fittings and appurtenances in, the
Property, but excluding Tenant’s fixtures and fittings the
structural parts loadbearing framework roof foundations joists and
external walls and the Conduits and machinery and plant within (but
not exclusively serving) the Property and the window
frames;
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Tenant
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the person referred to
in the Particulars as the Tenant and shall include the
Tenant’s successors in title;
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Term
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the length of Term set
out in the Particulars calculated from and including the Term
Commencement Date set out in the Particulars; and
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5
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Unsecured Underletting
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an underletting of the
whole or part of the Property in relation to which the underlessor
and the underlessee have agreed to exclude the provisions of
sections 24 to 28 of the Landlord and Tenant Act 1954 before
completion of the underletting or, if earlier, the
underlessee’s contractual obligation to enter into the
underletting have duly carried out the requirements of schedule 1
and 2 of the Regulatory Reform (Business Tenancies) (England and
Wales) Order 2003 to render their agreement valid.
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1.2
Any obligation on a party to this Lease to do any act includes an
obligation to procure that it is done.
1.3
Where the Tenant is placed under a restriction in this Lease the
restriction includes the obligation on the Tenant not to permit or
allow the infringement of the restriction by any person under the
Tenant’s control.
1.4
References to liability include where the context allows claims
demands proceedings damages losses costs and expenses.
1.5
The clause and paragraph headings in this Lease are for ease of
reference only and are not to be taken into account in the
construction or interpretation of any provision to which they
refer.
1.6
Unless the contrary intention appears references:
1.6.1
to numbered clauses and schedules are references to the relevant
clause in or schedule to this Lease; and
1.6.2
to a numbered paragraph in any schedule are references to the
relevant paragraph in that schedule.
1.7
Words in this Lease denoting the singular include the plural
meaning and vice versa.
1.8
Except for the Town and Country Planning (Use Classes) Order 1987
references in this Lease to any statutes or statutory instruments
include any statute or statutory
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instrument amending consolidating or replacing them respectively
from time to time in force and references to a statute include
statutory instruments and regulations made pursuant to it.
1.9
Words in this Lease importing one gender include both other genders
and may be used interchangeably and words denoting natural persons
where the context allows include corporations and vice versa.
1.10
For the purposes of this Lease two companies are members of the
same group if one is the subsidiary of the other or both are
subsidiaries of a third company “subsidiary” having the
meaning given to it in section 736 of the Companies Act 1985.
1.11
In this Lease unless there be something in the subject or context
inconsistent therewith where there are two or more persons included
in the expression “the Tenant” or “the
Guarantor” then covenants made by them shall be covenants by
them jointly and severally.
2
The Landlord at the request of the Guarantor hereby demises unto
the Tenant the Property together with the rights set out in
Schedule 4 except and reserved to the Landlord and all others so
authorised the rights set out in Schedule 1 for the Term and
subject to the Encumbrances the Tenant paying during the Term:
2.1
the yearly rent of £95,568 by equal quarterly payments in
advance on the usual quarter days in every year the first (or a
proportionate part) of such payments in respect of the period
commencing on the Rent Commencement Date and ending on the day
preceding the following quarter day to be made on the Rent
Commencement Date; and
2.2
as additional rent:
2.2.1
the Service Charge commencing on the Term Commencement Date;
2.2.2
the costs incurred by the Landlord under clause 4.2 commencing on
the Term Commencement Date;
2.2.3
Interest payable by the Tenant under the terms of this Lease;
and
2.2.4
such value added tax as may be chargeable on the rent and other
additional rents reserved by this Lease.
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3
The Tenant covenants with the Landlord during the Term and any
statutory extension of the tenancy created by this Lease as
follows:
3.1.1
To pay the yearly rent at the times and in the manner required in
clause 2 free from any deductions and rights of set-off (except
where required by law) (legal or equitable) and by means of
standing order to the Tenant’s bankers.
3.1.2
To pay the additional rents reserved by this Lease at the times and
in the manner specified.
3.2
3.2.1
To pay Interest on so much of the yearly rent as remains unpaid
after it has become due and on the additional rents and other
monies payable under this Lease as remain unpaid 7 days after they
have become due from the date that they became due until payment is
made to the Landlord.
3.2.2
To pay Interest under clause 3.2.1 for any period during which the
Landlord properly refuses to accept the tender of payment because
of an unremedied breach of covenant by the Tenant.
3.3
3.3.1
To pay Outgoings.
3.3.2
To pay all value added tax (or any tax of a similar nature that may
be substituted for it or levied in addition to it) on any sums of
money chargeable thereto which shall be due from the Tenant by
virtue of the provisions of this Lease and to indemnify the
Landlord against any liability to pay value added tax on any such
sums insofar as the same may be irrecoverable by the Landlord.
3.3.3
If the Property is damaged by any Insured Risk, the Tenant will pay
to the Landlord within 14 days of written demand the amount of any
uninsured excess to which the insurance cover of the Landlord is
subject.
3.3.4
The Tenant will pay the cost of the revaluation of the Property for
insurance purposes but not more than once in any two year
period.
3.3.5
To refund to the Landlord within 14 days of written demand (where
Outgoings relate to the whole or part of the Building or other
property including the Property) a fair and proper proportion of
the
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Outgoings attributable to the Property, such proportion to be
conclusively determined by the Landlord or the Landlord’s
surveyor (in each case acting reasonably and impartially).
3.3.6
To pay for all gas and electricity consumed on the Property, all
charges for meters, and all standing charges.
3.4
At all times during the Term to repair, maintain and clean the
Property and to keep the Property in good and substantial repair
and condition and maintained (except in respect of damage caused by
an Insured Risk or Inherent Defect) and to yield up the same at the
expiration or sooner determination of the Term or at such later
time as the Landlord recovers possession of the Property from the
Tenant repaired and kept in accordance with the Tenant’s
covenants in this Lease and if so required by the Landlord to
remove from the Property all the Tenant’s belongings that is
to say trade fixtures and fittings and all notices notice
boards and signs bearing the name of or otherwise relating to the
Tenant (including in this context any persons deriving title to the
Property under the Tenant) or its business and to make good to the
reasonable satisfaction of the Landlord all damage to the Property
and the Building resulting from the removal of the Tenant’s
belongings from the Property.
3.5
Without prejudice to the generality of the foregoing covenant:
3.5.1
In the last three months of the Term (however it may terminate) to
paint polish paper or otherwise properly to treat as the case may
be all the inside of the Property in a workmanlike manner and in
every case with materials of good quality.
3.5.2
Not without the consent of the Landlord to alter, cover up or
change any part of the architectural decorations or the external
colour of the Property.
3.5.3
To unstop cleanse repair and maintain and so to keep all Conduits
exclusively serving the Property and belonging to or forming part
of the Property.
3.5.4
To repair or replace if beyond repair forthwith by new articles of
similar kind and quality any fixtures fittings or plant or
equipment (other than tenant’s or trade fixtures and
fittings) upon or in the Property which shall become in need of
repair or replacement.
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3.5.5
To keep the Property properly cleansed and to clean the inside of
all windows at least once in every 3 months.
3.6
3.6.1
To permit the Landlord their agents with or without others and
appliances at all reasonable hours during the Term upon not less
than 48 hours prior written notice (except in case of emergency) to
enter the Property to view the state and condition thereof and to
give or leave on the Property notice in writing to the Tenant of
all defects want of repair and breaches of covenant for which the
Tenant is responsible and within two months after every such notice
or sooner in an emergency to commence to repair and to make good
the same according to such notice to the reasonable satisfaction of
the Landlord’s surveyor; and
3.6.2
if the Tenant shall fail within two months days of such notice or
immediately in case of emergency to commence and then to diligently
and expeditiously comply with such notice it shall be lawful (but
without prejudice to the right of re-entry and forfeiture
hereinafter contained) for the Landlord its agents and others to
enter upon the Property and to carry out or cause to be carried out
any of the works referred to in such notice and all costs and
expenses properly incurred thereby together with Interest from the
date of expenditure by the Landlord shall be paid by the Tenant to
the Landlord within 14 days of written demand.
3.7
To permit the Landlord its agents or surveyors with or without
others and appliances at all reasonable times upon not less than 48
hours prior written notice (except in the case of emergency) during
the Term:
3.7.1
to enter the Property to take schedules or inventories of the
fixtures fittings plant and machinery belonging to the Landlord or
to be yielded up at the expiration or sooner determination of the
Term;
3.7.2
to carry out any repairs or other work which the Landlord must or
may carry out under the provisions of this Lease upon or to the
Property or the Building or to cleanse or empty or renew the
Conduits belonging to the same all damage occasioned thereby to the
Property being made good as soon as reasonably possible and in a
good and workmanlike manner; or
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3.7.3
to enter upon the Property with or without other persons to
exercise any of the rights granted to the Landlord by this
Lease;
PROVIDED ALWAYS THAT
the Landlord (or other person entering):
(a)
exercising the right in a proper manner and causing as little
nuisance as reasonably practicable;
(b)
making good any damage caused to the Property or any of the
Tenant’s fixtures and fittings as soon as reasonably
practicable;
(c)
where entry is to carry out works, only exercising the right where
the works cannot otherwise be reasonably carried out.
3.8
Not to do nor cause to be done nor permit or allow any other person
to do the following:
3.8.1
alter remove from add to cut or injure or in any way affect:
3.8.1.1
the structure of the Property or any structural part thereof or the
exterior of the Property or the appearance of the Property as seen
from the exterior;
3.8.1.2
the non-structural parts of the Property without the prior written
consent of the Landlord (such consent not to be unreasonably
withheld or delayed);
3.8.2
suspend from or impose upon any part of the Property or the
Building any excessive weight nor install any machine which shall
be unduly noisy or cause vibrations or otherwise subject the
Property or the Building to any strain beyond that which it is
designed to bear;
3.8.3
cause or allow any nuisance to the Landlord or its other tenants of
the Building or owners, tenants and occupiers of adjoining and
neighbouring properties or use the Property for any illegal or
immoral act or purpose;
3.8.4
allow any rubbish to accumulate upon the Property, the Building or
the Estate;
3.8.5
anything knowingly whereby any policy of insurance relating to the
Property, the Building or any adjacent or nearby property may
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become void or voidable or whereby the premium thereon may be
increased and that the Tenant will comply with the requirements of
the insurers of the Property;
3.8.6
overload the lifts, electrical installation or Conduits in the
Property and/or the Building;
3.8.7
install or erect any exterior lighting, shade, canopy or awning or
other structure in front of, or elsewhere outside, the Property
including for the avoidance of doubt the part of the Property shown
edged red and coloured yellow on Plan 2.
3.9
3.9.1
Not to place or display on the exterior or the windows of the
Property or inside the Property so as to be visible from the
exterior of the Property any name writing notice sign illuminated
sign display of lights placard poster sticker or advertisement
other than:
3.9.1.1
the name of the Tenant signwritten on the entrance doors of the
Property in a style and manner approved by the Landlord or the
Landlord’s surveyor, such approval not to be unreasonably
withheld or delayed; and
3.9.1.2
the name of the Tenant and any permitted sub-tenants displayed on
the indicator board in the entrance lobby in the Building and the
common signage board in the car park outside the Building.
3.9.2
If any name writing notice sign placard poster sticker or
advertisement is placed or displayed in breach of these provisions
to permit the Landlord to enter the Property and remove such name
writing notice sign placard poster sticker or advertisement and to
pay to the Landlord within 14 days of written demand the proper
expense of so doing.
3.9.3
Not to erect any satellite dish or aerial of any kind in on or
about the Property without the Landlord’s prior written
consent which is not to be unreasonably withheld or delayed.
3.10
3.10.1
At the Tenant’s own expense to execute all works provide and
maintain all arrangements and comply with the requirements of every
enactment (which expression in this Lease includes any act of
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parliament already or hereafter to be passed any statutory
instrument notice direction order regulation bylaw rule and
condition already or hereafter to be made under in pursuance of or
deriving effect from any such act) of parliament any government
department local authority or other public authority or duly
authorised officer or court of competent jurisdiction so far as
they relate to or affect the Property or the Tenant thereof or the
user thereof or the employment therein of any person or the use
therein of any machine by the Tenant.
3.10.2
To indemnify the Landlord against all reasonable and proper costs
charges and expenses of or incidental to the matters aforesaid and
not to do or omit or suffer to be done or omitted any act or thing
by reason of which the Landlord may under any enactment incur or
have imposed upon them or become liable to pay any penalty damages
compensation costs charges or expenses.
3.10.3
To pay to the Landlord within 14 days of written demand all proper
and reasonable costs charges and expenses (including
surveyor’s architect’s and other professional
adviser’s fees) incurred by the Landlord of or incidental to
executing all works providing and maintaining all arrangements and
complying with the requirements of every enactment or direction as
aforesaid so far as the same relate to any property capable of
being used or enjoyed by the Tenant in common or jointly with any
other person or persons or the user thereof.
3.11
To give full particulars to the Landlord as soon as possible of any
permission notice order or proposal for a notice or order relevant
to the Property or the Building or to the use or condition thereof
or otherwise concerning the Tenant made given or issued to the
Tenant or the occupier of the Property by any lawful authority and
if so reasonably required to produce such document to the Landlord
and then as soon as reasonably practicable to take all reasonable
or necessary steps to comply therewith and also at the request and
cost of the Landlord to make or join with them in making such
reasonable and necessary objections or representations against or
in respect of any such notice order or proposal as aforesaid as
they shall deem expedient (save where in the reasonable opinion of
the Tenant such objections or representations would be materially
detrimental to the Tenant’s business interests).
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3.12
3.12.1
Not to use the Property otherwise than as offices and for purposes
ancillary to that use.
3.12.2
Nothing in this Lease implies or is to be treated as a warranty to
the effect that the use of the Property for those purposes is in
compliance with the Planning Acts and all other statutes and
regulations relating to Town and Country Planning from time to time
in force.
3.13
3.13.1
Not to assign or charge part only of the Property.
3.13.2
Not to assign or charge this Lease without the consent of the
Landlord but subject to the operation of the following provisions
of this clause 3.13.2 such consent is not to be unreasonably
withheld or delayed:
3.13.2.1
on an assignment by the Tenant the Landlord may require if it is
reasonable and proper to do so a guarantee of the tenant covenants
of the assignee from a guarantor who is reasonably and properly
acceptable to the Landlord (the operative provisions of which are
in the form required in Schedule 5 Part 1); and
3.13.2.2
the Landlord may in addition to reasonable and proper grounds
withhold its consent to an application by the Tenant for licence to
assign this Lease unless (for the purposes of section 19(1A) of the
Landlord and Tenant Act 1927) the conditions in this clause
3.13.2.3 are met; that:
(a)
at the time of the assignment there are no arrears of rent or other
monies due to the Landlord;
(b)
if reasonably required at the time of assignment the Tenant enters
into an authorised guarantee agreement the operative provisions of
which are in the form required in Schedule 5 Part 2;
and/or
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(c)
on an assignment by the Tenant to a company which is another member
of the same group of companies the ultimate holding company (unless
it is the assignee or it would itself be giving an authorised
guarantee agreement) enters into a guarantee (the operative
provisions of which are in the form required in Schedule 5
Part 1) but if the ultimate holding company would otherwise be
released from liability the Landlord may require another
substantial member of the group to give the guarantee.
3.13.3
Not to underlet the whole or any part of the Property without the
consent of the Landlord (such consent not to be unreasonably
withheld or delayed).
3.13.4
On the grant of an underlease to obtain covenants by deed from the
underlessee direct with the Landlord in such form as the Landlord
may reasonably require that the underlessee will:
3.13.4.1
not assign sub-underlet or charge part only of the premises
underlet;
3.13.4.2
not part with or share possession or occupation of the whole or any
part of the premises underlet nor grant rights to third parties
over them except by a permitted assignment or
sub-underletting;
3.13.4.3
not assign, charge or sub-underlet the whole of the premises
underlet without obtaining the previous consent of the Landlord
under this Lease (such consent not to be unreasonably withheld or
delayed); and
3.13.4.4
provide for the inclusion in any sub-underleases granted out of the
underlease (whether immediate or mediate) of covenants to the same
effect as those contained in this clause 3.13.4 and clause
3.13.5.
3.13.5
On the grant of any underlease:
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3.13.5.1
not to reserve or take a premium or fine;
3.13.5.2
to reserve a rent which is not less than market rent at the time of
the grant of the underlease (assessed in accordance with the
principles applied by the court under section 34 of the Landlord
and Tenant Act 1954) or (where only part of the Property is
underlet) the proportionate part of the market rent of the Property
(such proportion to be approved by the Landlord but such approval
not to be unreasonably withheld or delayed);
3.13.5.3
to include provisions in the underlease to the same effect as those
in clause 3.13.2; and
3.13.5.4
to include such underlessee covenants as are not inconsistent with
or impair the due performance and observance of the covenants of
the Tenant in this Lease.
3.13.6
Not to underlet the Property so as to sub-divide the Property into
more than two units of occupation.
3.13.7
Not to underlet the whole or any part of the Property except by way
of Unsecured Underletting.
3.13.8
Not (except by assignment or underletting permitted under this
clause 3.13) to:
3.13.8.1
part with or share possession or occupation of the whole or any
part of the Property; or
3.13.8.2
grant any rights over the Property to third parties.
3.13.9
The preceding provisions of this clause 3.13 do not apply to
any parting with possession or occupation or the sharing of
occupation or sub-division of the Property to or with any member of
a group of companies of which the Tenant is itself a member
if:
3.13.9.1
the interest in the Property so created is and remains no more than
a tenancy at will; and
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3.13.9.2
the possession occupation or sub-division are immediately
terminated if the Tenant and the relevant member cease for any
reason to be members of the same group of companies.
3.14
3.14.1
Not without the consent of the Landlord (such consent not to be
unreasonably withheld or delayed) to vary the terms or waive the
benefit of any underlessee covenants or conditions in an underlease
of the Property.
3.14.2
Diligently to enforce the underlessee covenants and conditions in
any underlease of the Property.
3.14.3
Not without the consent of the Landlord to accept any sum or
payment in kind by way of commutation of the rent payable by an
underlessee of the Property.
3.14.4
Not to accept the payment of rent from an underlessee of the
Property otherwise than by regular quarterly (or more frequent)
payments in advance.
3.15
To pay to the Landlord all costs charges and expenses (including
solicitors’ counsels’ and surveyors’ and other
professional costs and fees) properly incurred by the
Landlord:
3.15.1
in or in proper contemplation of any proceedings relating to the
Property under sections 146 or 147 of the Law of Property Act 1925
or the preparation and service of any notice thereunder (whether or
not a notice served under the said section 146 is complied with by
the Tenant or the Tenant has been relieved under the provisions of
the said Act and notwithstanding that forfeiture is avoided other
than by relief granted by the court) and to keep the Landlord fully
and effectively indemnified against all costs expenses claims and
demands whatsoever in respect of the said proceedings;
3.15.2
in the preparation and service of a schedule of dilapidations at
any time during or within 6 months after the termination of this
Lease;
3.15.3
in connection with the recovery of arrears of rent due from the
Tenant hereunder;
17
3.15.4
in respect of any application for consent or licence required by
this Lease whether or not such consent be granted save where such
consent shall have been held by a court of law to have been
unreasonably withheld or delayed and provided that such costs are
reasonably incurred.
3.16
In relation to the Planning Acts and legislation of a similar
nature and any statutory modification or re-enactment thereof for
the time being in force and any order instrument plan regulation
permission and directive made or issued or to be made or issued
thereunder or deriving validity therefrom:
3.16.1
at all times to comply with the provisions of the Planning Acts and
all licences consents and permissions (if any) already or hereafter
to be granted or imposed thereunder or under any enactment repealed
thereby;
3.16.2
so often as occasion shall require at the Tenant’s own
expense to obtain from the proper authority all such licences
consents and permissions (if any) as may be required for the
carrying out by the Tenant of any operations on or the use of the
Property or the institution or continuance by the Tenant thereon of
any use thereof which may constitute development within the
Planning Acts and not to make or permit any application for
planning permission without the written consent of the Landlord
such consent not to be unreasonably withheld or delayed in respect
of any application by the Tenant pursuant to clause 3.9.3;
3.16.3
unless the Landlord shall otherwise in writing direct to carry out
before the expiration or sooner determination of this Lease any
works stipulated to be carried out to the Property pursuant to any
planning permission applied for by the Tenant whether or not the
date by which the planning permission requires such works to be
carried out falls during the Term;
3.16.4
when called upon so to do to produce to the Landlord all plans
documents and other evidence as they may reasonably require to
satisfy itself that the provisions of this covenant have been
complied with in all respects;
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3.16.5
in any case where any planning permission has been granted subject
to conditions the Landlord shall be entitled as a condition of
giving its consent when otherwise required by this Lease to require
the Tenant to provide security for the compliance with the
conditions imposed by the permission and the permission shall not
be acted upon until such security shall have been provided to the
satisfaction of the Landlord;
3.16.6
as soon as reasonably possible to give to the Landlord notice of
any order direction proposal or notice under the Planning Acts or
relating to any of the matters referred to in this clause 3.16
which is served upon or received by or comes to the notice of the
Tenant in connection with or relating to the Property and produce
any such
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