Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K GSE SYSTEMS ACQUIRES TAS HOLDINGS LTD - GSE SYSTEMS INC | form-8k_tas.htm |
| EX-2.1 - SHARE PURCHASE AGREEMENT - GSE SYSTEMS INC | exh2-1_spa.htm |
| EX-2.3 - PRESS RELEASE - GSE SYSTEMS ACQUIRES TAS HOLDINGS LIMITED - GSE SYSTEMS INC | exh2-3_pressrelease.htm |
Exhibit 2.2
Dated 26
April 2010
Contract
for the sale and leaseback of land and buildings
at
37-39
Norton Road, Stockton-on-Tees TS18 2BU
between
TAS
Holdings Limited
and
John
Maplesden, Anthony Maplesden And John Easton
Contents
Clause
|
1.
|
Interpretation
|
1
|
|
2.
|
Sale
and purchase
|
2
|
|
3.
|
Conditions
|
2
|
|
4.
|
Risk
and insurance
|
3
|
|
5.
|
Deposit
|
3
|
|
6.
|
Deducing
title
|
4
|
|
7.
|
Title
guarantee
|
4
|
|
8.
|
Matters
affecting the Property
|
5
|
|
9.
|
Transfer
|
5
|
|
10.
|
VAT
|
5
|
|
11.
|
Completion
|
6
|
|
12.
|
Leaseback
|
6
|
|
13.
|
Buyer's
acknowledgement of condition
|
6
|
|
14.
|
Entire
agreement
|
7
|
|
15.
|
Joint
and several liability
|
7
|
|
16.
|
Notices
|
7
|
|
17.
|
Rights
of third parties
|
8
|
|
18.
|
Governing
law and jurisdiction
|
8
|
Parties
|
(1)
|
TAS HOLDINGS LIMITED
incorporated and registered in England and Wales with company number
02862012 whose registered office is at 37-39 Norton Road,
Stockton-on-Tees, Cleveland TS18 2BU (Seller).
|
|
(2)
|
JOHN EASTON of 17 The
Spinney, Hartlepool TS26 0AW ANTHONY MAPLESDEN of 10
Wycherley Avenue, Linthorpe, Middlesbrough , Cleveland TS5 5HH and JOHN MAPLESDEN of 54 West Green,
Stokesley, North Yorkshire TS9 5BD (Buyer).
|
Agreed
terms
|
1.1
|
The
definitions in this clause apply in this
contract.
|
Buyer's Conveyancer: Thorp Parker LLP, of Martin
House High Street Stokesley North Yorkshire TS9 5AD , Fax No. 01642 711257, Ref.
Richard Parker.
Completion Date: the date
hereof.
Contract Rate: 4% per annum above the base
rate from time to time of Royal Bank of Scotland PLC.
Deposit: £24,500.00 (exclusive
of VAT).
Lease: a lease of the Property
in the form of the draft annexed hereto and initialled by or on behalf of the
parties.
Part 1 Conditions: the conditions in Part 1 of
the Standard Commercial Property Conditions (Second Edition) and Condition means any one of
them.
Part 2 Conditions: the conditions in Part 2 of
the Standard Commercial Property Conditions (Second Edition).
Property: the freehold property at
37-39 Norton Road, Stockton-on-Tees registered at HM Land Registry with absolute
title under title number CE31820.
Purchase Price: £245,000.00 (exclusive of
VAT).
Rent: the yearly rent of
£20,000.00 (exclusive of VAT).
Seller's Conveyancer: Duane Morris, 10 Chiswell
Street, London EC1Y 4UQ, fax No. 0207 7900 6698, Ref.
MP/Y2050-00010.
Term: a term of 5 years
commencing on and including the Completion Date
VAT: value added tax chargeable
under the VAT Act and any similar replacement and any similar additional
tax.
VAT Act: Value Added Tax Act
1994.
1
|
1.2
|
The
rules of interpretation in this clause apply in this
contract.
|
|
1.3
|
A
person includes a
corporate or unincorporated body.
|
|
1.4
|
Unless
otherwise specified, a reference to a particular law is a reference to it
as it is in force for the time being, taking account of any amendment,
extension, application or re-enactment and includes any subordinate
legislation for the time being in force made under
it.
|
|
1.5
|
A
reference to laws in general is to all local, national and directly
applicable supra-national laws in force for the time being, taking account
of any amendment, extension, application or re-enactment and includes any
sub-ordinate laws for the time being in force made under them and all
orders, notices, codes of practice and guidance made under
them.
|
|
1.6
|
Writing or written includes faxes
but not e-mail.
|
|
1.7
|
Except
where a contrary intention appears, a reference to a clause or Schedule is
a reference to a clause of or Schedule to this
contract.
|
|
1.8
|
Clause
and Schedule headings do not affect the interpretation of this
contract.
|
|
2.1
|
The
Seller will sell and the Buyer will buy the Property for the Purchase
Price on the terms of this
contract.
|
|
2.2
|
The
Buyer cannot require the Seller to:
|
|
(a)
|
transfer
the Property or any part of it to any person other than the Buyer;
or
|
|
(b)
|
transfer
the Property in more than one parcel or by more than one transfer;
or
|
|
(c)
|
apportion
the Purchase Price between different parts of the
Property.
|
|
2.3
|
The
Property will be sold with vacant possession on
completion.
|
|
3.
|
|
3.1
|
The
Part 1 Conditions are incorporated in this contract so far as
they:
|
|
(a)
|
apply
to a sale by private treaty;
|
|
(b)
|
relate
to freehold property;
|
2
|
(c)
|
are
not inconsistent with the other clauses in this contract;
and
|
|
(d)
|
have
not been modified or excluded by any of the other clauses in this
contract.
|
|
3.2
|
The
Part 2 Conditions are not incorporated into this
contract.
|
|
3.3
|
Condition
1.1.4(a) does not apply to this
contract.
|
|
3.4
|
Condition
1.1.1(e) is amended so that reference to the contract rate in Condition
1.1.1(e) refers instead to the Contract Rate as defined in this
contract.
|
|
4.1
|
With
effect from exchange of this contract, the Property is at the Buyer's risk
and the Seller is under no obligation to the Buyer to insure the
Property.
|
|
4.2
|
No
damage to or destruction of the Property nor any deterioration in its
condition, however caused, will entitle the Buyer either to any reduction
of the Purchase Price or to refuse to complete or to delay
completion.
|
|
4.3
|
Conditions
7.1.2, 7.1.3 and 7.1.4(b) do not apply to this
contract.
|
|
5.
|
|
5.1
|
On
the date of this contract, the Buyer will pay the Deposit to the Seller's
Conveyancer as stakeholder on terms that on completion the Deposit is paid
to the Seller with accrued
interest.
|
|
5.2
|
The
Deposit must be paid by a method that gives immediately available
funds.
|
|
5.3
|
Conditions
2.2.1 and 2.2.2 do not apply to this
contract.
|
|
5.4
|
|
(a)
|
the
Deposit is less than 10% of the Purchase Price;
or
|
|
(b)
|
no
Deposit is payable on the date of this
contract.
|
|
(a)
|
(where
the Deposit is less than 10% of the Purchase Price) the sum calculated by
deducting the Deposit from 10% of the Purchase Price;
or
|
3
|
(b)
|
(where
no Deposit is payable on the date of this contract) a sum equal to 10% of
the Purchase Price.
|
|
5.7
|
After the Deposit Balance has been paid pursuant to clause
5.6, it will be treated as forming part of the
Deposit for all purposes of this
contract.
|
|
5.8
|
The provisions of clause 5.5,
clause 5.6, and clause 5.7
(inclusive) are without prejudice to any other rights or remedies of the
Seller in relation to any delay in
completion.
|
|
6.1
|
The
Seller's title to the Property has been deduced to the Buyer's Conveyancer
before the date of this contract.
|
|
6.2
|
The
Buyer is deemed to have full knowledge of the title and is not entitled to
raise any enquiry, objection, requisition or claim in relation to
it.
|
|
6.3
|
Conditions
6.1 and 6.2, 6.3.1 and 6.4.2 do not apply to this
contract.
|
|
7.1
|
The
Seller will transfer the Property with full title
guarantee.
|
|
7.2
|
The
implied covenants for title are modified so
that:
|
|
(a)
|
the
covenant set out in section 2(1)(b) of the Law of Property (Miscellaneous
Provisions) Act 1994 will not extend to costs arising from the Buyer's
failure to:
|
|
(i)
|
make
proper searches; or
|
|
(ii)
|
raise
requisitions on title or on the results of the Buyer's searches before the
date of this contract (or by completion in the case of searches referred
to in clause 8.1;
and
|
|
(b)
|
the
covenant set out in section 3(3) of the Law of Property (Miscellaneous
Provisions) Act 1994 will extend only to charges or encumbrances created
by the Seller.
|
4
|
(c)
|
Condition
6.6.2 does not apply to this
contract.
|
|
(a)
|
any
matters, contained or referred to in the entries or records made in
registers maintained by HM Land Registry as at [DATE AND TIME OF OFFICIAL
COPIES] under title number CE31820;
|
|
(b)
|
any
matters discoverable by inspection of the Property before the date of this
contract;
|
|
(c)
|
any
matters which the Seller does not and could not reasonably know
about;
|
|
(d)
|
any
matters disclosed or which would have been disclosed by the searches and
enquiries which a prudent buyer would have made before entering into this
contract;
|
|
(e)
|
public
requirements;
|
|
(f)
|
any
matters which are unregistered interests which override registered
dispositions under Schedule 3 to the Land Registration Act
2002.
|
|
8.2
|
Conditions
3.1.1, 3.1.2, 3.1.3 and 3.3 do not apply to this
contract.
|
|
8.3
|
The
Buyer is deemed to have full knowledge of the matters referred to in
clause 8.1 and will not raise any enquiry,
objection, requisition or claim in respect of any of
them.
|
|
9.
|
|
9.1
|
The
transfer to the Buyer will be in the agreed form annexed to this
contract.
|
|
9.2
|
The
Buyer and the Seller will execute the transfer in
duplicate.
|
|
10.
|
|
10.1
|
11.1 Each
amount stated to be payable by the Buyer to the Seller under or pursuant
to this contract is exclusive of VAT (if
any).
|
|
10.2
|
11.2 If
any VAT is chargeable on any supply made by the Seller under or pursuant
to this contract, the Buyer will on receipt of a valid VAT invoice, pay
the Seller an amount equal to that VAT as additional consideration on
completion.
|
5
|
11.
|
Completion
|
|
11.1
|
Completion
will take place on the Completion
Date.
|
|
11.2
|
Conditions
8.1.2 and 8.1.3 are varied by the deletion of 2.00 pm as the stipulated
time and the substitution of 1.00
pm.
|
|
11.3
|
Condition
8.4 is amended to add "(d) any other sum which the parties agree under the
terms of the contract should be paid or allowed on
completion".
|
|
11.4
|
Condition
8.7 is amended to read: "The buyer is to pay the money due on completion
to the Seller's Conveyancer by a method that gives immediately available
funds".
|
|
12.
|
|
12.1
|
Immediately
following completion, the Buyer will grant to the Seller and the Seller
will accept from the Buyer the Lease for the Term and at the Rent and
otherwise on the terms set out in this clause 12. No purchase price or
deposit is payable.
|
|
12.2
|
The
Leaseback shall be granted with vacant
possession.
|
|
12.3
|
The
Seller is deemed to have full knowledge of the Buyer’s title and is not
entitled to raise any enquiry, objection, requisition or claim in relation
to it.
|
|
12.4
|
On
completion, the Seller will pay to the Buyer the Rent due for the period
from the date of commencement of the Term to the day before the next rent
payment day (as provided for in the Lease), apportioned as
follows:
|
|
A x B
365
|
where
A is the Rent,
and
B is the number of days from
and including the date of commencement of the Term to but excluding the next
rent payment date (as provided for in the Lease).
|
13.
|
Buyer's
acknowledgement of condition
|
The Buyer
acknowledges that before the date of this contract, the Seller has given the
Buyer and others authorised by the Buyer, permission and the opportunity to
inspect, survey and carry out investigations as to the condition of the
Property. The Buyer has formed the Buyer's own view as to the condition of the
Property and the suitability of the Property for the Buyer's
purposes.
6
|
14.
|
|
14.1
|
This
contract and the documents annexed to it constitute the entire agreement
and understanding of the parties and supersede any previous agreement
between them relating to the subject matter of this
contract.
|
|
14.2
|
The
Buyer acknowledges and agrees that in entering into this contract, the
Buyer does not rely on and shall have no remedy in respect of any
statement, representation, warranty, collateral agreement or other
assurance (whether negligently or innocently made) of any person (whether
party to this contract or not) other than as expressly set out in this
contract or the documents annexed to it or in any written replies which
the Seller's Conveyancer has given to any written enquiries raised by the
Buyer's Conveyancer before the date of this contract. Nothing in this
clause shall, however, operate to limit or exclude any liability for
fraud.
|
|
14.3
|
Condition
9.1.1 is varied to read, "If any plan or statement in the contract or in
written replies which the seller's conveyancer has given to any written
enquiry raised by the buyer's conveyancer before the date of this
contract, is or was misleading or inaccurate due to an error or omission
the remedies available are as
follows."
|
|
14.4
|
This
contract may be signed in any number of duplicate parts all of which taken
together will on exchange constitute one
contract.
|
Where the
Buyer is more than one person, the Seller may release or compromise the
liability of any of those persons under this contract or grant time or other
indulgence without affecting the liability of any other of them.
|
16.
|
|
16.1
|
Any
notice given under this contract must be in writing and signed by or on
behalf of the party giving it.
|
|
16.2
|
Any
notice or document to be given or delivered must be given by delivering it
personally or sending it by pre-paid first class post, or recorded
delivery, or fax to the address and for the attention of the relevant
party as follows:
|
|
(a)
|
to
the Seller at the Seller's Conveyancer, quoting the reference
MP/Y2050-00010;
|
|
(b)
|
to
the Buyer at the Buyer's Conveyancer, quoting the reference
RHP.
|
7
|
16.3
|
Giving
or delivering a notice or a document to a party's conveyancer has the same
effect as giving it to that party.
|
|
16.4
|
Any
such notice or document will be deemed to have been
received:
|
|
(a)
|
if
delivered personally, at the time of delivery provided that if delivery
occurs before 9.00 am on a working day, the notice will be deemed to have
been received at 9.00 am on that day, and if delivery occurs after 5.00 pm
on a working day, or on a day which is not a working day, the notice will
be deemed to have been received at 9.00 am on the next working
day.
|
|
(b)
|
in
the case of pre-paid first class or recorded delivery post at 9.00 am on
the second working day after posting;
and
|
|
(c)
|
in
the case of fax, at the time of
transmission.
|
|
16.5
|
In
proving delivery, it will be sufficient to prove that delivery was made or
that the envelope containing the notice or document was properly addressed
and posted as a prepaid first class or recorded delivery letter or that
the fax message was properly addressed and transmitted, as the case may
be.
|
|
16.6
|
A
notice or document delivered under this contract will not be validly given
or delivered if sent by e-mail.
|
|
16.7
|
Condition
1.3 does not apply to this
contract.
|
A person
who is not a party to this contract will not have any rights under or in
connection with it by virtue of the Contracts (Rights of Third Parties) Act
1999.
|
18.1
|
This
contract and any dispute or claim arising out of or in connection with it
or its subject matter or formation (including non-contractual disputes or
claims) shall be governed by and construed in accordance with the law of
England and Wales.
|
8
|
18.3
|
Each
party irrevocably consents to any process in any proceedings arising out
of or in connection with this agreement under clause 18.2 being served on it in accordance with the
provisions of this agreement relating to service of notices. Nothing
contained in this contract will affect the right to serve process in any
other manner permitted by law.
|
This
contract has been entered into on the date stated at the beginning of
it.
|
SIGNED
by the SELLER acting by:
|
|
|
SIGNED
by the first BUYER
|
|
|
SIGNED
by the second BUYER
|
|
|
SIGNED
by the third BUYER
|
|
9
|
|
Annex
A. Transfer
|
10
Annex
B. Lease
|
LR1.
Date of lease
|
26th
April 2010
|
|
LR2.
Title number(s)
|
LR2.1
Landlord’s title number(s)
CE31820
LR2.2
Other title numbers
None
|
|
LR3.
Parties to this lease
|
Landlord:
JOHN MAPLESDEN of 54
West Green Stokesley North Yorkshire TS9 5BD ANTHONY MAPLESDEN of 10
Wycherley Avenue Linthorpe Middlesbrough TS5 5HH and JOHN EASTON of 17 The
Spinney Hartlepool TS26 0AW
Tenant:
TAS HOLDINGS LIMITED
(incorporated and registered in England and Wales with company number
02862012 whose registered office is at 37-39 Norton Road Stockton on Tees
Cleveland TS18 2BU
Other
parties:
None
|
|
LR4.
Property
|
In
the case of a conflict between this clause and the remainder of this lease
then, for the purposes of registration, this clause shall
prevail.
See
First Schedule
|
11
|
LR5.
Prescribed statements etc.
|
LR5.1
Statements prescribed under rules 179 (dispositions in favour of a
charity), 180 (dispositions by a charity) or 196 (leases under the
Leasehold Reform, Housing and Urban Development Act 1993) of the Land
Registration Rules 2003.
None
LR5.2
This lease is made under, or by reference to, provisions of:
None
Applicable
|
|
LR6.
Term for which the Property is leased
|
The
term as specified in this lease at clause 2
|
|
LR7.
Premium
|
None
|
|
LR8.
Prohibitions or restrictions on disposing of this lease
.
|
This
lease contains a provision that prohibits or restricts
dispositions.
|
|
LR9.
Rights of acquisition etc.
|
LR9.1
Tenant’s contractual rights to renew this lease, to acquire the reversion
or another lease of the Property, or to acquire an interest in other
land
None
LR9.2
Tenant’s covenant to (or offer to) surrender this lease
None
LR9.3
Landlord’s contractual rights to acquire this lease
None
|
|
LR10.
Restrictive covenants given in this lease by the Landlord in respect of
land other than the Property
|
None
|
12
|
LR11.
Easements
|
LR11.1
Easements granted by this lease for the benefit of the
Property
[See
Schedule]
LR11.2
Easements granted or reserved by this lease over the Property for the
benefit of other property
[See
Schedule]
|
|
LR12.
Estate rentcharge burdening the Property
|
None
|
|
LR13.
Application for standard form of restriction
|
Not
Applicable
|
|
LR14.
Declaration of trust where there is more than one person comprising the
Tenant
|
Not
Applicable
|
13
L E A S
E
DATE: 26th
April 2010
PARTIES:-
|
(1)
|
JOHN MAPLESDEN of 54
West Green Stokesley North Yorkshire TS9 5BD ANTHONY MAPLESDEN of 10
Wycherley Avenue Linthorpe Middlesbrough TS5 5HH and JOHN EASTON of 17 The
Spinney Hartlepool TS26 0AW (“the
Landlord”)
|
|
(2)
|
TAS HOLDINGS LIMITED
(incorporated and registered in England and Wales with company number
02862012 whose registered office is at 37-39 Norton Road Stockton on Tees
Cleveland TS18 2BU (“the Tenant”)
|
|
19.
|
DEFINITIONS
AND INTERPRETATION
|
|
1.
|
|
|
(1)
|
IN
this Lease where the context so admits the expression:-
|
|
(a)
|
“Amenities”
shall mean drainage water gas electricity telephone and any other services
or amenities of like nature
|
|
(b)
|
“Conducting
Media” shall mean all gutters gullies pipes sewers drains watercourses
channels ducts flues wires aerials cables mains cisterns tanks and all
other conducting media together with all meters and other apparatus used
in connection with the supply or removal of heat, electricity, gas, water,
sewage, air-conditioning, energy, telecommunications, data and all other
services and utilities and all structures, plant, machinery and equipment
ancillary to those media
|
|
(c)
|
“the
Demised Premises” shall mean the property described in the First
Schedule
|
|
(d)
|
“the
Insured Risks” shall mean fire explosion storm tempest flood earthquake
subsidence impact riot civil commotion and (in peace time only) aircraft
or things dropped therefrom and such other risks as the Landlord may
reasonably consider it necessary to insure
against
|
14
|
(e)
|
“the
Interest Rate” shall mean interest at the rate of 2 per centum per annum
above National Westminster Bank PLC Base Rate for the time being in force
or if such Base Rate shall cease to be published then at at a comparable
commercial rate reasonably determined bythe Landlord
|
|
(f)
|
“the
Landlord” shall include the reversioner for the time being immediately
expectant on the determination of the Term
|
|
(g)
|
“the
Landlords permission” shall mean the previous consent in writing of the
Landlord and (where requisite) any Superior Lessor and their respective
mortgages
|
|
(h)
|
“this
Lease” shall mean this deed and any other deed document or agreement at
any time during the Term amending the same
|
|
(i)
|
“person”
shall mean any person persons or body corporate
|
|
(j)
|
“the
Planning Act” shall mean the Town and Country Planning Act 1990 and any
other Act of Parliament of a similar nature in force at any time during
the Term
|
|
(k)
|
“the
Premises Acts” shall mean the Occupiers Liability Act 1957 and 1984 the
Factories Act 1961 the Office Shops and Railway Premises Act 1963 The Fire
Precautions Acts 1971 and Defective Premises Act 1972 the Health and
Safety at Work etc. Act 1974 the Occupiers Liability Act 1984 and any
other Act of Parliament regulating the safety of premises and those
occupying or visiting the same in force at any time during the
Term
|
|
(l)
|
“Rent”
shall mean the yearly rent reserved by Clause 2
|
|
(m)
|
“the
Structure” shall mean the part or parts of the Demised Premises comprising
the foundations, roof, exterior walls and all internal structural or load
bearing walls and columns (other than their internal plaster finishes) and
the doors and windows and their frames and fittings within such
walls
|
|
(m)
|
“the
Tenant” shall include the successors in title and assigns of the Tenant
and all persons claiming through or under the
Tenant
|
|
(n)
|
“the
Term” shall mean the term specified in Clause 2 hereof
|
|
(2)
|
Any
reference to any Act of Parliament shall include any modification
extension or re-enactment thereof for the time being in force and every
instrument order direction regulation bye-law permission licence consent
condition scheme and other such matter made in pursuance of any such Act
or drawing validity therefrom
|
|
(3)
|
If
the Tenant shall at any time be more than one person any reference thereto
shall be deemed to refer to each such person and any obligation on the
part of the Tenant shall take effect as joint and several
obligations
|
15
|
(4)
|
Any
covenant by the Tenant not to carry out any action shall be construed as
if the same were (where appropriate) additionally a covenant by the Tenant
not to do or permit or suffer such action to be done or omitted by its
agents contractors employees and visitors
|
|
20. THE
DEMISE
|
|
|
2.
|
The
Landlord demises with full title guarantee the Demised Premises to the
Tenant for the term of five years commencing on
the 26th day
of April 2010 paying therefor throughout the Term the
yearly rent of £20,000.00 (Twenty thousand pounds) by equal
monthly payments in advance on the first working day of each calendar
month the first such payment or a due proportion thereof to be made on the
date of this Lease in respect of the period from the commencement date of
the Term to the last day of that month
|
|
21. TENANTS
COVENANTS
|
|
|
3.
|
The
Tenant covenants with the Landlord:-
|
|
22. RENT
AND PAYMENTS
|
|
|
(1)
(a)
|
To
pay the Rent at the times and in the manner at and in which the same is
hereinbefore reserved and made payable and if required by the Landlord at
any time during the Term to pay the same by bankers standing
order
|
|
(b)
|
To
repay to the Landlord within 28 days of written demand the aggregate in
each year of the Term of:-
|
|
(i)
|
All
premiums payable by the Landlord during the Term for insuring the Demised
Premises in accordance with the Landlord’s covenant hereinafter
contained
|
|
(ii)
|
The
amount of any additional premiums payable during the Term for the
insurance of the Demised Premises or any other premises of the Landlord
against the Insured Risks by reason of the trade or business carried on
upon the Demised Premises or anything done or kept thereon being deemed a
hazardous or special risk by the Landlord’s Insurers
|
|
23. OUTGOINGS
|
|
|
(2)
(a)
|
To
pay and discharge all rates taxes duties charges assessments and outgoings
whatsoever which are now or may during the Term be payable in respect of
the Demised Premises
|
16
|
(b)
|
To
pay for all Amenities used by or available to the Demised Premises
(including all standing charges) and to comply with all present and future
regulations of the statutory supply authorities
|
|
24. INSURANCE
|
|
|
(3)
(a)
|
To
insure the Demised Premises against all occupiers liability risks such
insurances to be on such terms and for such sums as the Landlord shall
reasonably require
|
|
(c)
(I)
|
To
effect such insurances referred to in sub-clause (a) above in an insurance
office of repute and at the request of the Landlord to produce the policy
or policies of such insurance and the receipt for or evidence of payment
of the last premium payable thereunder
|
|
(ii)
|
If
the Tenant shall fail to effect and maintain such insurances the Landlord
may effect the same and the Tenant shall on demand reimburse to the
Landlord all monies expended by the Landlord for that
purpose
|
|
25. REPAIR
|
|
|
(4)
|
Subject
always to the provisions of clause 4(1) below, to take reasonable care of
the Demised Premises and not to cause any damage to them (fair wear and
tear and damage by the Insured Risks excepted unless such insurance shall
be vitiated or payment of the policy monies refused in whole or in part in
consequence of any act or omission of the Tenant or the Tenant’s employees
licensees or visitors) PROVIDED ALWAYS THAT the Tenant shall not be
required by any provision of this Lease to put or keep the Demised
Premises in any better state of repair, decoration and condition than they
are in at the date of this Lease as evidenced by the photographic schedule
of condition annexed hereto
|
|
26. ACCESS
OF LANDLORD AND NOTICE TO REPAIR
|
|
|
(5)
(a)
|
To
permit the Landlord and all persons authorised by the Landlord to enter
upon the Demised Premises to take inventories and to view the state of
repair and condition of the Demised Premises and to give to the Tenant or
the Tenant’s agent or leave on the Demised Premises notice in writing to
the Tenant of all defects affecting the Demised Premises in breach of the
Tenant’s covenants relating to the state of repair and condition of the
Demised Premises and the Tenant will forthwith execute the same and make
good the Demised Premises and if the Tenant shall not within 28 days
proceed diligently with the execution of such repairs the landlord may at
any time (but without prejudice to the right of re-entry hereinafter
contained) enter the Demised Premises with workmen and all necessary
equipment to repair and make good the Demised Premises and the properly
and reasonably incurred expense of such repairs shall be repaid by the
Tenant to the Landlord upon
Demand
|
17
|
(b)
|
Without
any prejudice to the foregoing:-
|
|
(i)
|
At
any time during the Term to permit the Landlord to erect rebuild or alter
any buildings or erections facing adjoining or near to the Demised
Premises to any extent and in any manner they may think fit
notwithstanding that the building so erected rebuilt or altered may
obstruct or interfere with any right of light or air enjoyed by the
Demised Premises
|
|
(ii)
|
To
permit the Landlord and all others authorised by the Landlord to enter
upon the Demised Premises:-
|
|
(aa)
|
To
execute repairs to the Structure or any Conducting Media in accordance
with its obligations on this Lease or to execute repairs and alterations
to any adjoining premises and any drains pipes wires cables apparatus or
works in through or over the Demised Premises the Landlord making good all
damage occasioned to the Demised Premises by such
action
|
|
(bb)
|
To
construct lay down alter repair cleanse empty maintain any Conducting
Media in connection with any adjoining premises doing as little damage as
may be practicable to the Demised Premises the Landlord making good all
damage occasioned to the Demised Premises by such
action
|
|
27. ALTERATIONS
AND ADDITIONS
|
|
|
(6)
|
Not
to make any alterations or additions to the Demised
Premises
|
|
28. USER
|
|
|
(7)
|
Not
to use the Demised Premises or any part thereof for any other purpose than
as offices
|
|
29. DEALINGS
|
|
|
(8)
|
|
|
1.
|
Not
to mortgage charge or grant any security interest over the Demised
Premises nor to assign or underlet part only of the Demised Premises nor
to share or part with the possession or occupation of the w hole or any
part of the Demised
Premises
|
18
|
2.
|
Not
to assign the whole of the Demised Premises without the prior written
consent of the Landlord (such consent not to be unreasonably withheld or
delayed) provided that the Landlord and the Tenant agree that for the
purposed os section 19(1A) of the Landlord and Tenant Act 1927 the
Landlord may give its consent to an assignment subject to all or any of
the following conditions:
|
|
i.
|
That
any intended assignee covenants with the Landlord to pay the rent reserved
by and perform and observe the Tenant’s covenants and the conditions in
this Lease and;
|
|
ii.
|
That
the Tenant enters into an Authorised Guarantee Agreement guaranteeing the
performance of the covenants and conditions herein contained by the
intended assignee incorporating (inter alia) the provisions permitted by
Section 16(5) of the Landlord & Tenant (Covenants) Act
1995;
|
|
iii.
|
That
if the Landlord reasonably so requires such other persons as the Landlord
may reasonably require act as guarantors for such assignee in such form as
the Landlord may reasonably require
|
|
3.
|
|
|
4.
|
If
the Tenant wishes to underlet the whole of the Demised Premises then
provided that the following conditions are satisfied;
|
|
i.
|
That
any intended underlessee covenants with the Landlord to observe and
perform the Tenant’s covenants and the conditions in this Lease (excluding
the covenant to pay rent) and not to underlet share or part with the
possession or occupation of the Demised Premises and not without the prior
consent of the Landlord (such consent not to be unreasonably withheld or
delayed) to assign the Demised Premises
|
|
ii.
|
That
the intended Underlease is not granted at a premium nor at a rent less
than the rent first reserved by this Lease at the time of the underletting
and that the rent is payable no more than one quarter in
advance
|
|
iii.
|
That
the Underlease contained an agreement to exclude the provisions of Section
24 to 28 of the Landlord & Tenant Act 1954 and all necessary notices
and declarations in accordance with the provisions of that act are served
in accordance with that Act:
|
|
Then
the Tenant may subject to obtaining the prior consent of the Landlord such
consent not to be unreasonably withheld or delayed underlet the whole of
the Demised Premises to such intended
underlessee
|
|
19
|
30. INSURANCE
OBLIGATIONS
|
|
|
(9)
|
Not
to do anything on the Demised Premises which the Tenant knows or could
reasonably be expected to know may render any increased or extra premium
payable for the insurance of the Demised Premises or any part or parts
thereof or any other property or which may make void or voidable any
insurance policy and to reimburse the Landlord forthwith on demand the
cost of any such increased or extra premium and all consequential expenses
incurred by the Landlord and forthwith to cease from doing that thing
which may cause or has caused any increased or extra premium to become
payable
|
|
31. NOTICES
|
|
|
(10)(a)
|
Forthwith
on receipt of any communication affecting or which may affect the Demised
Premises to give a copy or full particulars to the
Landlord
|
|
(b)
|
At
the request and cost of the Landlord to make or join with the Landlord in
making such objections to or representations against or in respect of any
such communication as the Landlord shall reasonably
require
|
|
(c)
|
Forthwith
at the Landlords request and cost to take all steps reasonably required by
the Landlord in respect of any such notices
|
|
32. STATUTORY
PROVISIONS
|
|
|
(11)
|
At
the Tenants cost to comply with all Acts of Parliament both present and
future relating to the occupation and use of the Demised Premises by the
Tenant or the use of any plant machinery fixtures fittings
therein
|
|
33. RIGHTS
OF LIGHT AND ENCROACHMENTS
|
|
|
(12)
|
Not
to stop up darken or obstruct any windows or lights belonging to the
Demised Premises nor to permit any new window light opening doorway path
passage conduits or other encroachment or easement to be made into against
or upon the Demised Premises which might be or become a detriment or
annoyance or inconvenience to the Landlord and in case any such window
light opening doorway path passage conduit or other encroachment or
easement shall be made or attempted to be made the Tenant will
give immediate notice thereof to the Landlord and will at the request and
cost of the Landlord adopt such means as may be reasonably required to
prevent any such encroachment or the acquisition of any such
easement
|
20
|
34. INDEMNITY
|
|
|
(13)
|
To
keep the Landlord indemnified against all liability in respect of all
expenses, costs, claims, damage and loss arising from any breach of any
tenant covenants in this Lease, or any act or omission of the Tenant, its
workers, contractors or agents or any other person on the Demised Premises
with the actual or implied authority of the Tenant
|
|
35. COSTS
|
|
|
(14)
|
To
pay to the Landlord all reasonable and proper costs charges and expenses
(including legal costs and surveyors fees and other professional fees)
which may be reasonably and properly incurred by the Landlord in or in
contemplation of any proceedings under Section 146 and 147 of the Law of
Property Act 1925 and in connection with the preparation of a schedule of
dilapidations during the Term or within 3 months after the expiry of the
Term
|
|
36. VAT
|
|
|
(15)
|
To
pay Value Added Tax or any other equivalent tax which may at
any time during the Term be imposed in substitution therefor or in
addition thereto upon such sums as are from time to time payable by the
Tenant hereunder so far as such tax is properly chargeable upon the same
and subject to the provision by the Landlord of a valid Value Added Tax
invoice addressed to the Tenant for the same
|
|
37. INTEREST
ON ARREARS
|
|
|
(16)
|
That
if any sums from time to time payable by the Tenant to the Landlord under
this Lease shall not be paid to the Landlord within 14 days of the date
when such sums become due (whether lawfully demanded or not) the Tenant
shall pay to the Landlord interest thereon from the day when such sums
first become due until the date of actual payment at the Interest
Rate
|
|
38. LANDLORD’S
COVENANTS
|
|
|
4.
|
The
Landlord covenants with the
Tenant:-
|
21
|
39. QUIET
ENJOYMENT & MAINTENANCE
|
|
|
(1)
|
That
as long as the Tenant pays the Rent and complies with the other terms and
provisions of this Lease:
|
|
(a)
|
the
Tenant may peaceably and quietly hold and enjoy the Demised Premises
during the Term without any unlawful interruption or disturbance by the
Landlord or any person rightfully claiming through or under the
Landlord
|
|
(b)
|
the
Landlord shall repair, maintain and keep the Structure in good and safe
condition
|
|
(c)
|
The
Landlord shall maintain the Conducting Media and keep them in good working
order
|
|
PROVIDED
THAT the Landlord shall not be obliged under the foregoing sub-clauses (a)
and (b) to repair or remedy any damage deliberately caused by the Tenant
or anyone at the Demised Premises with the express or implied authority of
the Tenant
|
|
|
(d)
|
The
Landlord shall comply with all Acts or Parliament both present and future
relating to the Structure and/or the Conducting Media insofar as such
compliance is not the responsibility of the Tenant pursuant to its
obligations in this Lease
|
|
40. INSURANCE
|
|
|
(2)(a)
|
To
keep the Demised Premises or procure that the same are kept insured
(unless such insurance becomes void or renewal is refused by reason of
some act neglect default or omission of the Tenant or the Tenant’s
employees licensees or visitors) against the occurrence of the Insured
Risks in such a sum as the Landlord reasonably considers to be the full
re-instatement value the Demised Premises (including the cost of
demolition and site clearance and the professional and other fees and
costs likely to be incurred from time to time in rebuilding or
re-instating the Demised Premises)
|
|
(b)
|
At
the request of the Tenant to supply the Tenant with:
|
|
(i)
|
full
details of the insurance policy effected by the Landlord in accordance
with its obligations;
|
|
(ii)
|
evidence
of payment of the current years premiums;
|
|
(iii)
|
details
of any commission paid to the Landlord by its insurer
|
|
(c)
|
To
procure that the Tenant is informed of any change in the scope level or
terms of cover as soon as reasonably practicable after the Landlord or its
agents become aware of the
change
|
22
|
(d)
|
To
use reasonable endeavours to procure that the Landlord’s insurer waives
its rights of subrogation against the Tenant and any lawful sub-tenants or
other occupiers of the Demised Premises and that the insurance policy
contains a non-invalidation provision in favour of the Landlord in respect
of any act or default of the Tenant
|
|
(e)
|
To
procure that the interest of the Tenant is noted upon the policy of
insurance either specifically or by way of a general noting of tenant’s
interests under the conditions of the insurance policy
|
|
(f)
|
Following
damage or destruction to the Demised Premises by an Insured Risk (unless
and to the extent that the policy or policies of insurance effected by the
Landlord shall have been vitiated or payment of the policy moneys refused
in whole or in part in consequence of some act neglect default or omission
of the Tenant or the Tenant’s employees licensees or visitors) to
reinstate and rebuild the Demised Premises as soon as reasonably
practicable provided that the Landlord shall not be in default of its
obligations in this clause if, having used all reasonable endeavours to do
so, it is unable to obtain any requisite planning permission or other
consent necessary to enable reinstatement or rebuilding to be lawfully
carried out
|
|
41. PROVISOS
|
|
|
5.
|
It
is agreed:-
|
|
42. RE-ENTRY
|
|
|
(1)
(a)
|
If
the Rent or any part thereof shall be unpaid for 21 days after becoming
payable (whether formally demanded or not); or
|
|
(b)
|
If
any covenant on the Tenant’s part herein contained shall not be performed
or observed; or
|
|
(c)
|
If
the Tenant shall become bankrupt or shall enter into any composition or
arrangement with the Tenant’s creditors or shall suffer any distress or
execution to be levied on its or his goods or (if the Tenant is a body
corporate) shall enter into liquidation whether voluntary or compulsory
(except for the purposes of a reconstruction or amalgamation not involving
a realisation of assets) or shall have a winding up order or a receiving
order made against it or shall have a receiver appointed of it or of any
of its assets then it shall be lawful for the Landlord or any person
authorised by the Landlord at any time thereafter to re-enter upon the
Demised Premises or any part thereof in the name of the whole and
thereupon the Term shall absolutely determine without prejudice to any
right of action of the Landlord in respect of any breach of the Tenant’s
covenants herein
contained
|
23
|
43. SUSPENSION
OF RENT & TERMINATION FOLLOWING DAMAGE
|
|
|
(2)(a)
|
If
the Demised Premises or any part thereof are at any time during the Term
destroyed or damaged by an Insured Risk so as to be unfit for occupation
and use then (unless and to the extent that the policy or policies of
insurance effected by the Landlord shall have been vitiated or payment of
the policy moneys refused in whole or in part in consequence of some act
neglect default or omission of the Tenant or the Tenant’s employees
licensees or visitors) the Rent or a fair and just proportion thereof
according to the nature and extent of the destruction or damage sustained
shall be suspended until the Demised Premises shall be again rendered fit
for occupation and use
|
|
(b)
|
If
the Demised Premises or any part thereof are at any time during the Term
damaged or destroyed so that they are wholly or partly unfit for
occupation or use the Tenant may give the Landlord notice terminating the
Lease with immediate effect in either of the following
situations
|
|
(i)
|
where
the Landlord has not yet commenced the works to rebuild or re-instate the
Demised Premises within 6 months of the date of occurrence of the event of
damage or destruction; or
|
|
(ii)
|
where
the Demised Premises have not been fully re-built or reinstated and made
fit for occupation and use within 12 months of the date of occurrence of
the event of damage or destruction
|
|
44. EXCLUSION
OF WARRANTY AS TO USE
|
|
|
(3)
|
Nothing
herein contained shall be deemed to constitute any warranty on the part of
the Landlord that the Demised Premises or any part thereof are authorised
for the use hereinbefore mentioned whether under or by virtue of the
Planning Act or otherwise
|
|
45. COMPENSATION
FOR DISTURBANCE
|
|
|
(4)
|
The
Tenant shall not be entitled upon the determination of the Term howsoever
determined to any compensation for disturbance whether under the
provisions of the Landlord and Tenant Act 1954 or
otherwise.
|
|
TENANT’S BREAK CLAUSE
|
|
|
(5)
|
The
Tenant may terminate this Lease by not less than six months’ written
notice to that effect served upon the Landlord expiring on the third
anniversary of the date of commencement of the Term whereupon this Lease
shall absolutely determine save in respect of the liability of either
party to the other arising from or in connection with any antecedent
breach
|
24
|
46. NO
AGREEMENT FOR LEASE
|
|
|
(6)
|
We
hereby certify that this document is not executed pursuant to an Agreement
for Lease
|
|
IN WITNESS
whereof this deed was executed the day and year first before
written
|
|
THE FIRST
SCHEDULE
(The
Demised Premises)
ALL THOSE premises at
37-39 Norton Road Stockton on Tees the freehold reversion of title of which is
registered at the Land Registry under Title Number CE31820 together with the
building erected thereon and each an every part of the building and the services
serving the same as are edged in red on the annexed plan
SIGNED AS
A DEED BY
the )[John Maplesden]
said JOHN
MAPLESDEN )
in the
presence of :- )
Witness…[Richard
Parker]….……
Name (in
blocks)………………….
Address……………………………
…………………………………….
Occupation………………………..
SIGNED AS
A DEED BY
the )[Anthony Maplesden]
said
ANTHONY
MAPLESDEN )
in the
presence of :- )
Witness…[Richard
Parker]
Name (in
blocks)………………….
Address……………………………
…………………………………….
Occupation………………………..
25
SIGNED AS
A DEED BY
the )[John Easton]
said JOHN
EASTON )
in the
presence of :- )
Witness…[Richard
Parker]………
Name (in
blocks)………………….
Address……………………………
…………………………………….
Occupation………………………..
EXECUTED
as a Deed
by ) [John
Maplesden]
TAS
Holdings
Limited ) [Anthony
Maplesden]
Acting
by
Director
Director/Secretary
26