Back to top

LEASE Between LONGBARREL PROPERTY LIMITED PARTNERSHIP and SPECTRALINK CORPORATION September , 2005

Lease Agreement

LEASE Between LONGBARREL PROPERTY LIMITED PARTNERSHIP and SPECTRALINK CORPORATION September , 2005 | Document Parties: 5755 Central Avenue Boulder CO | LEGAL AND GENERAL ASSURANCE SOCIETY LIMITED | LONGBARREL PROPERTY LIMITED PARTNERSHIP | SPECTRALINK CORPORATION | SPECTRALINK INTERNATIONAL CORPORATION You are currently viewing:
This Lease Agreement involves

5755 Central Avenue Boulder CO | LEGAL AND GENERAL ASSURANCE SOCIETY LIMITED | LONGBARREL PROPERTY LIMITED PARTNERSHIP | SPECTRALINK CORPORATION | SPECTRALINK INTERNATIONAL CORPORATION

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: LEASE Between LONGBARREL PROPERTY LIMITED PARTNERSHIP and SPECTRALINK CORPORATION September , 2005
Date: 3/16/2007
Industry: Communications Equipment     Sector: Technology

LEASE Between LONGBARREL PROPERTY LIMITED PARTNERSHIP and SPECTRALINK CORPORATION September , 2005, Parties: 5755 central avenue boulder co , legal and general assurance society limited , longbarrel property limited partnership , spectralink corporation , spectralink international corporation
50 of the Top 250 law firms use our Products every day

 

Exhibit 10.25




LEASE


Between

LONGBARREL PROPERTY LIMITED PARTNERSHIP

and

SPECTRALINK CORPORATION

September         , 2005



 




 

PARTICULARS

 

DATE:

 

 

LANDLORD:

 

LEGAL AND GENERAL ASSURANCE SOCIETY LIMITED of Temple Court 11 Queen Victoria Street London EC4N 4TP

TENANT:

 

SPECTRALINK INTERNATIONAL CORPORATION of 5755 Central Avenue Boulder CO 80301 USA

GUARANTOR:

 

SPECTRALINK CORPORATION of 5755 Central Avenue Boulder CO 80301 USA

PROPERTY:

 

First Floor Futura House The Southwood Crescent Southwood Business Park Farnborough Hampshire

ESTATE:

 

the Landlord’s property known as Southwood Business Park Farnborough Hampshire

LENGTH OF TERM:

 

5 years

TERM COMMENCEMENT DATE:

 

2005

INITIAL RENT:

 

£95,568 per annum

RENT COMMENCEMENT DATE:

 

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

 

 




 

DATED

PARTIES

1

 

Landlord

 

LEGAL AND GENERAL ASSURANCE SOCIETY LIMITED (company no 166055) whose registered office is at Temple Court 11 Queen Victoria Street London EC4N 4TP

2

 

Tenant

 

SPECTRALINK INTERNATIONAL CORPORATION of 5755 Central Avenue Boulder CO 80301 USA

3

 

Guarantor

 

SPECTRALINK CORPORATION of 5755 Central Avenue Boulder CO 80301 USA

 

OPERATIVE PROVISIONS

1                                                     Definitions and interpretation

1.1                                            Unless the contrary intention appears the following definitions apply:

Building

 

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;

 

 

 

Common Parts

 

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;

 

 

 

Conduits

 

any pipe wire duct cable channel sewer drain water-course gutter shaft flue subway or other service media;

 

1




 

Encumbrances

 

the matters contained imposed by or referred to in the registers of title number HP515573;

 

 

 

Estate

 

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;

 

 

 

Fair Proportion

 

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

 

2




 

 

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;

 

 

 

Inherent Defect

 

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;

 

 

 

Insured Risks

 

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;

 

 

 

Interest

 

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;

 

 

 

Landlord

 

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;

 

3




 

Outgoings

 

(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;

 

 

 

 

 

Particulars

 

the details appearing on the page headed “Particulars” at the front of this Lease;

 

 

 

 

 

Plan

 

a plan annexed to this Lease;

 

 

 

 

 

Planning Acts

 

“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;

 

 

 

 

 

Property

 

the property briefly described in the Particulars and every part thereof as the same is shown edged red on Plan 2 including:

 

 

 

 

 

 

 

(a)

the glass of the external windows and lights of the Property but excluding the frames and fitments;

 

 

 

 

 

 

(b)

the doors, door frames, equipment, fitments and any glass relating to the doors of the Property;

 

 

 

 

 

 

(c)

the internal plaster or other surfaces of loadbearing walls and columns within the Property and of walls which form

                                                               

 

4




 

 

 

boundaries of the Property;

 

 

 

 

 

 

 

 

(d)

non-loadbearing walls completely within the Property;

 

 

 

 

 

 

(e)

the flooring, raised floors and floor screeds down to the joists or other structural parts supporting the flooring of the Property;

 

 

 

 

 

 

(f)

the plaster or other surfaces of the ceilings and false ceilings within the Property and the voids between the ceilings and false ceilings;

 

 

 

 

 

 

(g)

the Conduits within and exclusively serving the Property;

 

 

 

 

 

 

(h)

appurtenances, fixtures, fittings and rights granted by this Lease; and

 

 

 

 

 

 

(i)

machinery and plant situated within and exclusively serving the Property;

 

 

 

 

 

 

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;

 

 

 

 

 

Tenant

 

the person referred to in the Particulars as the Tenant and shall include the Tenant’s successors in title;

 

 

 

 

 

Term

 

the length of Term set out in the Particulars calculated from and including the Term Commencement Date set out in the Particulars; and

 

 

5




 

Unsecured Underletting

 

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.

 

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

6




                                                          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.

7




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

8




 

                                                                                    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.

9




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

10




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

11




                                                                                    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

12




                                                                                    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).

13




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

14




(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:

15




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

 

16




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;

18




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











 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more