Attached files
| file | filename |
|---|---|
| 10-K - ANNUAL REPORT - COSTAR GROUP, INC. | form_10-k.htm |
| EX-31.1 - CEO CERTIFICATION - COSTAR GROUP, INC. | ceocert.htm |
| EX-21.1 - SUBSIDS OF REGISTRANT - COSTAR GROUP, INC. | subsids.htm |
| EX-31.2 - CFO CERTIFICATION - COSTAR GROUP, INC. | cfocert.htm |
| EX-23.1 - CONSENT OF E&Y - COSTAR GROUP, INC. | ey-consent.htm |
| EX-10.28 - LONDON SUB-UNDERLEASE - COSTAR GROUP, INC. | londonlease.htm |
| EX-32.2 - CFO 906 CERTIFICATION - COSTAR GROUP, INC. | cfo-906_cert.htm |
| EX-32.1 - CEO 906 CERTIFICATION - COSTAR GROUP, INC. | ceo-906_cert.htm |
| EX-10.27 - BETHESDA OFFICE LEASE ADDENDUM - COSTAR GROUP, INC. | bethofficelease_add.htm |
Exhibit 10.26
|
Dated August
25, 2009
|
||
|
(1) WELLS
FARGO & COMPANY
(2) COSTAR
UK LIMITED
|
||
|
AGREEMENT
FOR LEASE
of
Part
Fifth Floor 40 Portman Square London
W1
|
||
CMS
Cameron McKenna LLP
Mitre
House
160
Aldersgate Street
London
EC1A 4DD
T
+44(0)20 7367 3000
F
+44(0)20 7367 2000
Table
of Contents
|
Definitions
|
|
|
2.
|
General
provisions
|
|
|
3.
|
Standard
Conditions
|
|
|
4.
|
Conditions
Precedent
|
|
|
5.
|
The Tenant’s
Works
|
|
|
6.
|
Measurement
|
|
|
7.
|
Title
|
|
|
8.
|
Matters subject to which the
Premises are let
|
|
|
9.
|
The Lease
|
|
10.
|
Alienation
|
|
11.
|
Acknowledgment and
interest
|
|
12.
|
Termination
|
|
13.
|
Indemnity
|
|
14.
|
VAT
|
|
15.
|
Confidentiality
|
|
16.
|
Jurisdiction
|
|
17.
|
Costs
|
|
|
18.
|
Third party
rights
|
|
19.
|
Registration of Agreement at HM
Land Registry
|
|
|
20.
|
Exclusion of sections 24 - 28 of
the 1954 Act
|
|
|
|
Schedule Standard
Conditions[
|
|
|
Appendix
1 Division Works
|
|
|
Appendix
2 Lease
|
|
|
Appendix
3 Rent Deposit Deed
|
|
|
Appendix
4 Tenant’s Works[
|
THIS AGREEMENT is
made August
25, 2009
BETWEEN:
|
(1)
|
WELLS FARGO & COMPANY
a corporation duly incorporated and registered in the state of
Delaware USA whose address for service in the UK is at 1 Plantation Place
30 Fenchurch Street London EC3M 3BD (the “Landlord”)
and
|
|
(2)
|
COSTAR UK LIMITED
(registered number 01789170) having its registered office at York
House 12 York Street Manchester M2 3BB
(the “Tenant”)
|
IT IS AGREED as
follows:
|
1.
|
Definitions
|
|
1.1
|
In
this agreement unless the context otherwise requires the following
expressions have the following
meanings:
|
“1954 Act”: the
Landlord and Tenant Act 1954
“Access Date”: the later of
the date of this agreement and the date on which the Superior Lessor confirms in
writing that the Tenant may have access to the Premises for the purpose of
carrying out the Tenant’s Works (it being acknowledged by the parties that the
Superior Lessor is not obliged to so confirm prior to grant of the
Lease)
“Area”: the net internal area
of the Premises or the Shared Areas (as the case may be) measured in accordance
with the Code and expressed in square feet as agreed or determined in accordance
with clause 6
“Code”: the RICS Code of
Measuring Practice 6th
edition (2007) published by the Royal Institution of Chartered
Surveyors
“Competent
Authority”: any local authority or any other body exercising
powers under statute or by Royal Charter or any utility service or supply
company
“Completion Date”: the date
for completion of the Lease in accordance with clause 9.1
“Compliance
Date”: the date on which the Conditions Precedent are wholly
fulfilled
“Conditions
Precedent”:
|
(a)
|
the
grant of the Licence to Underlet;
and
|
|
(b)
|
the
grant of the consent in principle of the Superior Lessor (so far as
necessary) to the carrying out of the Tenant’s
Works
|
“Consultant”: the architect
or surveyor or other suitably qualified person appointed by the Tenant in
connection with the carrying out of the Tenant’s Works
“Cut Off Date”: the
date six months from and including the date of this agreement or such later date
as is provided for in clause 4.2 (time being of the essence in any
event)
“Date of Works Completion”: the date which
the Consultant certifies as being the date on which practical completion of the
Division Works was achieved for the purposes of this agreement
“Division
Works”: the elements of the Tenant’s Works set out in
Appendix 1 to
this agreement
“Landlord’s Solicitors”: CMS
Cameron McKenna LLP of Mitre House 160 Aldersgate
Street London EC1A 4DD (reference CLJ/NMH/044105.00509)
“Lease”: a
subunderlease in the form of the draft annexed in Appendix 2 to this
agreement
“Licence for
Alterations”: a licence in such form as the Superior Lessor
may properly require relating to such of the Tenant’s Works as properly require
the Superior Lessor’s consent
“Licence to
Underlet”: a licence to underlet or other deed permitting the
grant of the Lease by the Landlord in such form as the Superior Lessor may
properly require
“Measurement Surveyor”:
Plowman Craven or if they are unwilling to act or become incapable of acting for
any reason or fail to act with reasonable expedition another surveyor or firm of
surveyors agreed between the Landlord and the Tenant or in default of agreement
appointed by or on behalf of the President for the time being of the Royal
Institution of Chartered Surveyors
“Order”: the
Regulatory Reform (Business Tenancies) (England and Wales) Order
2003
“Planning Acts”: the
Town and Country Planning Act 1990 the Planning (Listed Buildings and
Conservation Areas) Act 1990 the Planning (Hazardous Substances) Act 1990 the
Planning (Consequential Provisions) Act 1990 the Planning and Compensation Act
1991 and the Planning and Compulsory Purchase Act 2004
“Premises”: the
office premises being part of the Fifth Floor 40 Portman
Square London W1 more particularly described in the
Lease
“Registered
Title”: the title numbered NGL903755 at HM Land
Registry
“Rent Deposit Deed”: a rent
deposit deed in the form of the draft annexed in Appendix 3 to this
Agreement
“Shared Areas”: has
the meaning given in the Lease
“Standard
Conditions”: the Standard Commercial Property Conditions of
Sale (First Edition)
“Superior Lease”: a
lease dated 20 March 2009 made between (1) Standard Life Investment Funds
Limited (2) European Credit Management Limited and (3) Wells Fargo &
Company
“Superior
Lessor”: the person from time to time entitled to any
reversion immediately or mediately expectant on the determination of the term
granted by the Superior Lease
“Tenant’s Consents”: such
permissions licences and approvals under the Planning Acts the building
regulations and under any other statute bye-law or regulation of any Competent
Authority and under the covenants contained or referred to in the Lease as are
necessary to carry out the Tenant’s Works
“Tenant’s
Solicitors”: Gibson Dunn & Crutcher LLP of Telephone
House 2-4 Temple Avenue London EC4Y 0HB
(reference AAS/CJB/19486.00028)
“Tenant’s Works”: the works
to be carried out and completed by the Tenant on the Premises in accordance with
clause 5 which are
listed in Appendix 4 to this agreement
“VAT”: Value Added
Tax and any tax or duty of a similar nature substituted for or in addition to
it
|
1.2
|
The
definitions in the Standard Conditions also apply in this
agreement
|
|
2.
|
General
provisions
|
|
2.1
|
In
this agreement unless the context otherwise requires references to clauses
and schedules are to clauses of and schedules to this
agreement
|
|
2.2
|
The
headings to clauses and other parts of this agreement do not affect its
construction
|
|
2.3
|
This
agreement contains the whole agreement between the parties relating to the
matters herein mentioned and supersedes previous agreements between them
(if any) relating thereto
|
|
2.4
|
This
agreement may only be varied in writing signed by or on behalf of the
parties
|
|
2.5
|
The
Tenant acknowledges that it has not entered into this agreement in
reliance upon representations made by or on behalf of the Landlord other
than in respect of such reliance as may be placed upon the Landlord’s
Solicitors’ written replies to the Tenant’s Solicitors’ preliminary
enquiries
|
|
2.6
|
Nothing
in this agreement is to be read or construed as excluding any liability or
remedy resulting from fraudulent
misrepresentation
|
|
2.7
|
All
money payable by the Tenant under this agreement will be paid by direct
credit transfer for the credit of the Landlord’s Solicitors’ clients’
account or for the credit of any other bank account specified in writing
by the Landlord’s Solicitors
|
|
2.8
|
No
right power or remedy provided by law or under this agreement will be
waived impaired or precluded by:
|
|
2.8.1
|
any
delay or omission to exercise it or
|
|
2.8.2
|
any
single or partial exercise of it on an earlier occasion
or
|
|
2.8.3
|
any
delay or omission to exercise or single or partial exercise of any other
such right power or remedy
|
|
2.9
|
Each
of the provisions of this agreement is severable and if any such provision
is or becomes illegal invalid or unenforceable in any respect under the
law of any jurisdiction that fact will not affect or impair the legality
validity or enforceability in that jurisdiction of the other provisions of
this agreement or of that or any provision of this agreement in any other
jurisdiction
|
|
3.
|
Standard
Conditions
|
This
agreement incorporates the Standard Conditions as varied by the schedule and so
far as they apply to a letting and are not varied by or inconsistent with the
other provisions of this agreement (which will prevail in case of
conflict)
|
4.
|
Conditions
Precedent
|
|
4.1
|
The
grant of the Lease is conditional on the Conditions Precedent being wholly
fulfilled
|
|
4.2
|
The
parties will apply for and use all reasonable endeavours to procure that
the Conditions Precedent are wholly fulfilled PROVIDED
THAT
|
|
4.2.1
|
the
Landlord will not be obliged to institute court proceedings against the
Superior Lessor in respect of any consent needed from the Superior Lessor
at any time prior to the date four months from and including the date of
this agreement unless the Landlord (in its absolute discretion) considers
such proceedings appropriate
|
|
4.2.2
|
if
prior to or after the date four months from and including the date of this
agreement leading counsel experienced in the field of landlord and tenant
litigation and instructed by either the Landlord or the Tenant has advised
in writing that there is at least a 50% prospect of success then the
Landlord will institute and pursue such court proceedings in a court of
first instance (but with no obligation to appeal) and the Cut Off Date
will be postponed until the date ten working days after the final
determination of such proceedings
|
|
4.2.3
|
the
costs of instituting and pursuing the court proceedings referred to in
clause 4.2.2 (after deducting any award or payment of costs received by
the Landlord from the Superior Lessor as a result of such proceedings)
shall be shared equally by the Landlord and
Tenant
|
|
4.2.4
|
the
costs incurred in obtaining the grant of the Licence to Underlet (other
than any incurred pursuant to clause 4.2.3) shall be met solely by the
Landlord
|
|
4.3
|
Without
prejudice to clause 4.2 the Tenant will give all reasonable assistance and
provide such references and accounts and information as may be reasonably
required by the Superior Lessor
|
|
4.4
|
If
so required by the Landlord and/or the Superior Lessor the Tenant
will:
|
|
4.4.1
|
execute
the Licence to Underlet and/or the Licence for Alterations as soon as they
are in agreed form
|
|
4.4.2
|
comply
with all requirements which the Superior Lessor is entitled by the terms
of the Superior Lease to impose on a prospective undertenant of the
Premises (or any guarantor for such undertenant) as a condition of the
Superior Lessor’s granting consent to any
underletting
|
|
4.4.3
|
provide
the Landlord’s Solicitors with such number of complete sets of all plans
drawings and other documents referred to in the Licence for Alterations as
the Landlord or the Superior Lessor may reasonably
require
|
|
4.5
|
Any
obligation undertaken by the Tenant to execute the Licence to Underlet
and/or the Licence for Alterations or other deed containing a covenant
with the Superior Lessor includes an obligation to ensure that there is no
delay in the approval of a draft of such deed and that the duly executed
engrossment thereof is returned unconditionally to the Landlord’s
Solicitors within five working days from its receipt by the Tenant’s
Solicitors
|
|
4.6
|
Without
prejudice to clauses 4.2 the Tenant will provide such information as may
be properly required by the Superior Lessor relating to the Tenant’s Works
and the Tenant will give such covenants relating to the Tenant’s Works
(including their carrying out and subsequent reinstatement) as the
Superior Lessor may properly
require
|
|
4.7
|
The
Landlord will continue to use reasonable endeavours and provide such
reasonable assistance following the Compliance Date to procure that there
is no delay in the approval of the Licence for Alterations and that the
duly executed engrossment thereof is returned unconditionally to the
Superior Lessor’s solicitors within five working days from its receipt by
the Landlord's Solicitors
|
|
5.
|
The Tenant’s
Works
|
|
5.1
|
The
Tenant will at its expense apply for and use all reasonable endeavours to
obtain the Tenant’s Consents as soon as
practicable
|
|
5.2
|
Notwithstanding
any requirement for the consent of the Superior Lessor the Landlord hereby
confirms its consent pursuant to the terms of the Lease to the carrying
out of the Tenant's Works in the manner provided for in this agreement and
acknowledges that no further or other consent shall be required from the
Landlord under the Lease (or otherwise) for the carrying out of the
Tenant's Works
|
|
5.3
|
From
the Access Date the Tenant shall have licence and authority to enter upon
the Premises for the purpose only of carrying out the Tenant’s Works but
the Tenant shall not carry out any of the Tenant’s Works which are
properly required to be the subject of the Licence for Alterations until
after the Compliance Date
|
|
5.4
|
The
Tenant shall at its expense (subject to clause 9.5.3) and risk carry out
the Tenant’s Works:-
|
|
5.4.1
|
in
a good and workmanlike manner using good and sufficient materials and in
compliance with all the provisions of the Lease (so far as applicable to
entry on licence) and the Licence for Alterations so far as applicable to
the Tenant’s Works
|
|
5.4.2
|
employing
a building contractor approved by the Landlord (such approval not to be
unreasonably withheld or delayed) if other than Skansen, ISG and/or
Como
|
|
5.4.3
|
in
compliance with the Tenant’s Consents and with any reasonable requirements
of the Superior Lessor in relation to access to the
Premises
|
|
5.4.4
|
so
that the Division Works are completed within twelve weeks after the Access
Date
|
|
6.
|
Measurement
|
|
6.1
|
The
Landlord and the Tenant shall use reasonable endeavours to agree the Area
of the Premises and the Shared Areas as soon as reasonably practicable
after the Date of Works Completion
|
|
6.2
|
If
the Landlord and the Tenant in the opinion of either of them shall be
unable to agree the Area of the Premises and the Shared Areas (whether or
not an attempt to reach agreement shall have been made) then it shall be
determined at the request of either of them (made not earlier than the
Date of Works Completion) by the Measurement Surveyor who shall act as an
expert
|
|
6.3
|
The
Measurement Surveyor shall:-
|
|
6.3.1
|
give
notice to the Landlord and the Tenant inviting each of them to submit to
him within such time as he shall stipulate a proposal as to the Area of
the Premises and the Shared Areas which may be supported by the submission
of reasons and/or a professional
report
|
|
6.3.2
|
afford
to each party an opportunity to make counter-submissions in respect of any
such submission or report
|
|
6.3.3
|
give
notice to the Landlord and the Tenant of his decision as to the Area of
the Premises and the Shared Areas as soon as
possible
|
|
6.4
|
The
fees of the Measurement Surveyor shall be borne and paid by the parties in
such shares and in such manner as he shall decide or failing such decision
in equal shares
|
|
6.5
|
The
Landlord shall provide a Land Registry compliant plan of the Premises for
use in the Lease as soon as reasonably practicable after the Date of Works
Completion (but if the Landlord fails to do so the Tenant may do so at the
Landlord’s cost)
|
|
7.
|
Title
|
|
7.1
|
Title
to the Premises having been deduced the Tenant will raise no
requisition
|
|
7.2
|
The
Tenant’s Solicitors having been supplied with official copies of the
registers and title plan of the Registered Title and a copy of the
Superior Lease on or before the signing hereof the Tenant will be deemed
to take the Lease with full knowledge of the terms and contents of and of
any matter referred to in or deriving from them and will raise no
requisition on them
|
|
8.
|
Matters
subject to which the Premises are
let
|
|
8.1
|
The
Premises are let subject to the matters contained or referred to in the
Lease
|
|
8.2
|
The
Premises are also let subject to:
|
|
8.2.1
|
all
matters registrable by any Competent Authority pursuant to
statute
|
|
8.2.2
|
all
requirements notices orders or proposals (whether or not subject to
confirmation) of any Competent
Authority
|
|
8.2.3
|
all
matters disclosed or reasonably to be expected to be disclosed by searches
or as the result of enquiries formal or informal and whether made in
person by writing or orally by or for the Tenant or which a prudent tenant
ought to make
|
|
8.2.4
|
all
notices served by the owner or occupier of any adjoining or neighbouring
property
|
|
9.
|
The
Lease
|
|
9.1
|
The
Landlord will grant or procure the grant of and the Tenant will accept the
Lease within ten working days from and including the latest
of:-
|
|
9.1.1
|
the
Date of Works Completion
|
|
9.1.2
|
the
date on which the Area of the Premises and the Shared Areas is agreed or
determined
|
|
9.1.3
|
the
Compliance Date
|
|
9.1.4
|
the
date on which the cost of the Division Works is agreed or
determined
|
|
9.1.5
|
the
date on which a Land Registry compliant plan of the Premises is
available
|
|
9.2
|
In
the Lease:-
|
|
9.2.1
|
the
Term Commencement Date (as defined in the Lease) will be the earlier of
the Access Date and the Completion
Date
|
|
9.2.2
|
the
Yearly Rent (as defined in the Lease) will be the product of multiplying
the Area of the Premises by £60
|
|
9.2.3
|
the
Initial Service Charge Cap (as defined in the Lease) will be the product
of multiplying the Area of the Premises by
£10
|
|
9.2.4
|
the
Tenant’s Proportion (as defined in the Lease) will be the percentage
calculated by the formula:
|
where
“Area of the Shared Areas” in this clause 9.2.4 means the area (expressed in
square feet) of the Shared Areas which represent the equivalent proportion in
percentage terms as the Area of the Premises divided by 14,820
|
9.2.5
|
the
Rent Commencement Date (as defined in the Lease) will be the date eight
months from and including the Term Commencement Date (as defined in the
Lease)
|
|
9.2.6
|
the
Area of the Premises will be inserted in paragraph 1.2.7 of schedule
4
|
|
9.3
|
The
Tenant will on the Completion Date pay to the Landlord any rents reserved
by or money payable and then due under the Lease calculated from and
including the Term Commencement Date (as defined in the
Lease)
|
|
9.4
|
Engrossments
of the Lease and the Licence for Alterations and their respective
counterparts will be prepared or provided by the Landlord’s Solicitors and
within ten working days of being called upon to do
so:
|
|
9.4.1
|
the
Tenant will provide the Landlord’s Solicitors with three complete sets of
all plans drawings and other documents referred to in the Licence for
Alterations
|
|
9.4.2
|
the
Tenant will execute the counterparts and return them unconditionally to
the Landlord’s Solicitors
|
|
9.5
|
On
actual completion of the Lease the Landlord will pay the
Tenant:-
|
|
9.5.1
|
a
carpeting allowance calculated at the rate of £2.32 for every one square
foot of the Area of the Premises
|
|
9.5.2
|
a
floor box allowance calculated at the rate of £6.97 for every ten square
feet of the Area of the Premises
|
|
9.5.3
|
the
reasonable and proper cost of the Division Works which shall be agreed
between the Landlord and the Tenant (both parties acting reasonably) or in
default of agreement determined by a quantity surveyor agreed between the
Landlord and the Tenant or in default of agreement appointed by or on
behalf of the President for the time being of the Royal Institution of
Chartered Surveyors who shall act as an
expert
|
|
9.6
|
On
and as a condition of actual completion of the Lease the Landlord and the
Tenant will enter into the Rent Deposit Deed and the Tenant will pay to
the Landlord's Solicitors the moneys due
thereunder
|
|
9.7
|
Within
one month of the date of the Lease the Tenant will apply to HM Land
Registry for the first registration of the Lease and within ten days of
the completion of the registration will send an official copy of the title
to the Landlord
|
|
9.8
|
On
and as a condition of actual completion of the Lease the Landlord will
provide the Tenant with an opinion letter in relation to the Landlord in
the form set out in Appendix to this
agreement
|
|
10.
|
Alienation
|
The
benefit of this agreement is personal to the Tenant and the Tenant will not
assign or part with its interest under this agreement or any part thereof or
otherwise dispose of such interest or any part thereof and the Tenant named
herein will personally accept the Lease
|
11.
|
Acknowledgment
and interest
|
The
Landlord and the Tenant acknowledge and agree that without prejudice to any
other right remedy or power of the Landlord or the Tenant if any sums have
become due from the Tenant to the Landlord or from the Landlord to the Tenant
under this agreement but remain unpaid for a period exceeding five working days
the Landlord or the Tenant (as appropriate) will pay on demand to the Landlord
or the Tenant (as appropriate) interest thereon at the contract rate (before and
after any judgment) from the date when they become due until payment thereof
calculated on a daily basis
|
12.
|
Termination
|
|
12.1
|
If:
|
|
12.1.1
|
there
is any breach of the obligations of the Tenant under this agreement which
(if capable of remedy) is not remedied by the Tenant within such
reasonable period as the Landlord stipulates
or
|
|
12.1.2
|
the
Tenant:
|
|
(a)
|
has
a meeting of its members convened for the purpose of considering a
winding-up resolution or such a resolution is passed (otherwise than in
connection with a member’s voluntary winding-up for the purposes of an
amalgamation or a reconstruction that has the prior written approval of
the Landlord) or
|
|
(b)
|
has
a meeting of its directors convened for the purpose of considering a
resolution to seek a winding up order or an administration order or the
appointment of an administrator or such a resolution is passed
or
|
|
(c)
|
presents
or its directors present or it has presented against it a petition for a
winding up order or an administration application is made or a winding-up
or administration order is made or
|
|
(d)
|
issues
or its directors or the holder of a qualifying floating charge (as defined
in Schedule B1 of the Insolvency Act 1986) issues a notice of appointment
or of intention to appoint an administrator
or
|
|
(e)
|
is
the subject of a proposal for or becomes subject to any voluntary
arrangement or its directors take steps to obtain a moratorium (whether
under Part I of the Insolvency Act 1986 or otherwise)
or
|
|
(f)
|
has
a receiver (administrative or otherwise) appointed over all or part of its
or his assets or
|
|
(g)
|
has
possession taken of all or substantially all of its assets by a secured
party or becomes subject to an execution attachment sequestration or other
legal order over all or substantially all of its or his assets
or
|
|
(h)
|
takes
part in any action (including entering into negotiations) with a view to
the readjustment rescheduling forgiveness or deferral of any part of its
or his indebtedness or
|
|
(i)
|
proposes
or makes any general assignment composition or arrangement with or for the
benefit of all or some of its or his creditors
or
|
|
(j)
|
suspends
or threatens to suspend making payments to all or some of its or his
creditors
|
|
12.1.3
|
any
analogous or equivalent proceedings actions or events to those referred to
in sub-clauses 12.1.2 and/or 12.1.3 of this clause are instituted or occur
in any jurisdiction other than England and
Wales
|
THEN and
in any such case the Landlord may by notice in writing to the Tenant at any time
thereafter terminate this agreement (without prejudice to any right or remedy of
any party in respect of any antecedent breach of this agreement)
|
12.2
|
If
the Conditions Precedent are not fulfilled prior to the Cut-Off Date
either the Landlord or the Tenant may determine this agreement by giving
to the other notice to that effect whereupon the Tenant will forthwith
return all title and other documents furnished to it and remove any notice
caution or land charge entry registered in respect of this agreement but
such determination will be without prejudice to any right or remedy of
either party in respect of any antecedent breach of this
agreement
|
|
12.3
|
Following
any termination or rescission of this agreement the Tenant will forthwith
remove the Tenant’s Works or such of them as the Landlord requires to be
removed and the Landlord will give the Tenant access to the Premises for
this purpose
|
|
13.
|
Indemnity
|
The
Tenant will indemnify the Landlord and the Superior Lessor against all actions
proceedings claims demands losses costs expenses damages and liability
(including any liability for any injury to any person or damage to any land or
other property) arising directly or indirectly from any breach of any obligation
of the Tenant under this agreement or any act or omission of the Tenant or its
servants agents or licensees
|
14.
|
VAT
|
|
14.1
|
All
sums payable under the terms of this agreement are exclusive of any VAT in
respect thereof howsoever arising and the Tenant will pay to the Landlord
and the Landlord will pay to the Tenant all VAT for which the other is
liable to account to HM Revenue and Customs in relation to any supply made
or deemed to be made for VAT purposes pursuant to this
agreement
|
|
14.2
|
The
Tenant does not intend or expect the Premises to be occupied by it or a
person that is connected with the Tenant as determined in accordance with
Section 839 Income and Corporation Taxes Act 1988 other than wholly or
substantially wholly for eligible purposes (within the meaning of
paragraph 15 of Schedule 10 to the Value Added Tax Act
1994)
|
|
14.3
|
The
Tenant represents warrants and undertakes to and with the Landlord that
the statement in clause 14.2 is at the date of this agreement and will be
at the date of completion of the Lease true and correct in all
respects
|
|
15.
|
Confidentiality
|
Except to
the extent required by law (including any requirements of the Stock Exchange or
any other regulatory requirements in force from time to time affecting the
parties) and save where necessary to implement this agreement the parties hereto
will not at any time make any press or other public announcement or divulge or
communicate to any person any of the terms of this agreement and the parties
will take all reasonable steps to bind their respective servants agents and
advisers in this behalf
|
16.
|
Jurisdiction
|
This
agreement will in all respects be governed by and construed in accordance with
English law and the parties irrevocably submit to the exclusive jurisdiction of
the English courts
|
17.
|
Costs
|
|
17.1
|
The
Tenant will immediately when requested by the Landlord so to do
pay:
|
|
17.1.1
|
the
Landlord’s Solicitors’ and the Superior Lessor’s solicitors’ proper costs
and disbursements incurred in connection with the Licence for Alterations
and any matters incidental thereto
|
|
17.1.2
|
the
Landlord’s and the Superior Lessor’s surveyors’ proper costs and
disbursements in connection with the Licence for Alterations and any
matters incidental thereto
|
|
18.
|
Third
party rights
|
Nothing
in this agreement is intended to confer on any person any right to enforce any
term of this agreement which that person would not have had but for the
Contracts (Rights of Third Parties) Act 1999
|
19.
|
Registration
of Agreement at HM Land Registry
|
|
19.1
|
Neither
the Landlord nor the Tenant may apply to register this agreement against
the Registered Title (or any other affected land) by way of an agreed
notice in form AN1
|
|
19.2
|
If
the Tenant applies to register this agreement against the Registered Title
(or any other affected land) by way of a unilateral notice in form
UN1:
|
|
19.2.1
|
the
Tenant will immediately apply to HM Land Registry in form UN2 for the
removal of such unilateral notice if this agreement is rescinded by either
party
|
|
19.2.2
|
the
Landlord will not apply to HM Land Registry for the cancellation of such
unilateral notice while this agreement subsists but the Tenant will not
object to any such application by the Landlord if this agreement is
rescinded by either party
|
|
19.3
|
Unless
obliged to do so by law neither the Tenant nor the Landlord will supply
either the original or a copy of this agreement to HM Land Registry
whether with an application for a unilateral notice or
otherwise
|
|
20.
|
Exclusion
of sections 24 - 28 of the 1954 Act
|
|
20.1
|
The
Tenant confirms that before the date of this
agreement:
|
|
20.1.1
|
the
Landlord served a notice dated 21 August 2009 (the “Notice”) on the Tenant
in accordance with section 38A(3)(a) of the 1954
Act
|
|
20.1.2
|
the
Tenant (or a person duly authorised by the Tenant) made a statutory
declaration dated 21 August 2009 (the “Declaration”) confirming
receipt of the Notice in accordance with schedule 2 to the
Order
|
|
20.2
|
The
Tenant further confirms that where the Declaration was made by a person
other than the Tenant that person was duly authorised by the Tenant to
make the Declaration on the Tenant’s
behalf
|
|
20.3
|
The
Landlord and the Tenant agree that sections 24 to 28 (inclusive) of the
1954 Act will not apply to the tenancy to be created by the
Lease
|
IN WITNESS whereof this
agreement has been duly executed as a deed (but not delivered until) the day and
year first before written
Schedule
Standard
Conditions
|
1.
|
Throughout
the conditions references to property being sold are to be construed as
references to the Premises
|
|
2.
|
Conditions
1.4 2.2 3.1.3 3.4 4.2 4.3.2 4.5.2 4.5.5 5 6.3.2 6.5 6.7 8.2.4 8.3
and 9 do not apply
|
|
3.
|
In
condition 1.1.1(d) the “contract rate” is 4% per annum above the base rate
from time to time of Lloyds TSB Bank
plc
|
|
4.
|
In
condition 1.1.2 “official copies” is substituted for “office copies” and
“Land Registration Act 2002” is substituted for “Land Registration Act
1925” and the words “and any reference in these conditions to office
copies shall be deemed to be a reference to such official copies” are
added at the end
|
|
5.
|
In
condition 1.3.5 “5.00 pm” is substituted for “4.00 pm” and the words
“before 5.00 pm” are added after the words “treated as having been
received”
|
|
6.
|
In
condition 1.3.6 “5.00 pm” is substituted for “4.00 pm” and the words “(d)
by fax: if sent before 5.00 pm on a working day the day of despatch but
otherwise on the first working day after despatch” are added at the
end
|
|
7.
|
In
condition 3.1.2 the words “and could not reasonably” are deleted from
paragraph (c) and the words “(f) any unregistered interests which fall
within any of the paragraphs of Schedule 3 to the Land Registration Act
2002) (g) such unregistered interests as may affect the Property to the
extent and for so long as they are preserved by the transitional
provisions of Schedule 12 to the Land Registration Act 2002 and (h) PPP
leases as defined in section 90 of the Land Registration Act 2002” are
added at the end
|
|
8.
|
In
condition 3.1.2(d) the words “monetary charges or incumbrances” are to be
taken as referring to charges to secure
borrowing
|
|
9.
|
In
condition 4.1 the words “4.1.5 If the buyer persists in any valid
requisition or objection to title with which the seller is unable or
unwilling on reasonable grounds to deal satisfactorily and does not
withdraw it within five working days of being required so to do the seller
may by notice to the buyer and notwithstanding any intermediate
negotiation or litigation rescind the agreement” are added at the
end
|
|
10.
|
In
condition 5.2.2(e) the words “nor change its use and is to comply with all
statutory obligations relating to the property and indemnify the seller
against all liability arising as a result of any breach of such
obligations” are added at the end
|
|
11.
|
In
conditions 6.1.2 “12 noon” is substituted for “2.00
pm”
|
|
12.
|
Condition
6.3.2 is deleted and the following
substituted:
|
“6.3.2 Apportionment
is to be made with effect from the date of actual completion”
|
13.
|
In
condition 6.3.3 the word “buyer” is replaced by the word
“seller”
|
|
14.
|
In
condition 7.1.1 the words “or in the negotiations leading to it” and “or
was” are deleted
|
SIGNED AS A DEED by WELLS
FARGO )
& COMPANY a company
incorporated )
in
Delaware, USA acting by Donald E Dana
)
being a person who,
in )
accordance
with the laws of that territory, is )
acting
under the authority of the
company )
/s/ Donald E.
Dana
Authorised
signatory
SIGNED AS A DEED by COSTAR
UK )
acting by
two directors or one director
and )
the
company
secretary )
/s/ Paul
Marples
Director
/s/ Matthew
Green
Director/Secretary