<PAGE>
EXHIBIT 10.11.1
DATED 16th May 2000
-------------------------------
RAVENSEFT PROPERTIES LIMITED
to
BLACKWELL HEALTHCARE
COMMUNICATIONS LIMITED
and
SEAGATE SOFTWARE INFORMATION
MANAGEMENT GROUP LIMITED
-------------------------------
LICENCE
permitting underletting relating
to premises known as third floor
offices, The Broadwalk, 54 The
Broadway; Ealing, London W5 5JN
-------------------------------
Nabarro Nathanson
1 South Quay
Victoria Quays
Sheffield S2 5SY
Tel: 01142794000
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PARTICULARS
1. LANDLORD RAVENSEFT PROPERTIES LIMITED.
Registered Office 5 Strand, London WC2N 5AF.
Company Number 471606.
2. TENANT BLACKWELL HEALTHCARE
COMMUNICATIONS LIMITED.
Registered Office Osney Mead, Oxford OX2 OEL.
Company Number 256843.
3. SUBTENANT SEAGATE SOFTWARE INFORMATION
MANAGEMENT GROUP LIMITED.
Registered Office The Broadwalk, Ealing, London W5 5JN.
Company Number 2062372.
4. PREMISES The premises known as third floor offices,
The Broadwalk, 54 The Broadway, Ealing,
London W5 5JN more particularly described in
the Lease.
5. LEASE The Lease dated 2 October 1996 referred to in
Schedule Three and any licence deed or other
document supplemental to it.
6. PERMITTED TERMS The terms set out in Schedule Two.
7. UNDERLEASE The Underlease referred to in clause 1 of
this Licence.
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LICENCE TO UNDERLET
DATE 16th May 2000
PARTIES
(1) The Landlord named in the Particulars and its successors in title (the
"Landlord");
(2) The Tenant named in the Particulars and its successors in title (the
"Tenant"); and
(3) The Subtenant named in the Particulars and its successors in title (the
"Subtenant").
1. PERMITTED ACTION AND CONDITIONS
1.1 The following is hereby permitted:
the grant of an Underlease by the Tenant to the Subtenant demising the
whole of the Premises upon the Permitted Terms.
1.2 The permission granted by clause 1.1 is subject to the Conditions set out
in Schedule One.
1.3 This Licence is also conditional upon:
1.3.1 the Tenant and the Subtenant entering into an agreement in the Underlease
that the provisions of sections 24-28 inclusive of the Landlord and
Tenant Act 1954 (as amended) shall be excluded in relation to the tenancy
to be created by it;
1.3.2 the Tenant and the Subtenant obtaining prior to the grant of the
Underlease an Order of a Court of competent jurisdiction authorising the
Tenant and the Subtenant to enter into that agreement; and
1.3.3 the Tenant producing a certified copy of such Order to the Landlord for
inspection prior to the grant of the Underlease.
2. ADDITIONAL PROVISIONS
It is agreed:
2.1 this Licence is supplemental to the Lease short particulars of which are
set out in Schedule Three and any licence deed or other document
supplemental to it;
2.2 the Particulars form part of this Licence.
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2.3 Unless expressly stated nothing in this Licence will create any rights in
favour of any person pursuant to the Contracts (Rights of Third Parties)
Act 1999.
IN WITNESS whereof the parties have executed this Licence as a deed the day and
year first above written.
<PAGE>
SCHEDULE ONE
Conditions
1. GENERAL
1.1 This Licence does not authorise any action or transaction other than as
expressly specified in clause 1.
1.2 This Licence does not release or in any way lessen the liability of the
Tenant or any other party (including any sureties) to the Landlord under
the covenants and conditions contained in the Lease in respect of
breaches committed prior to the date of this Licence.
1.3 The condition for re-entry contained in the Lease shall be exercisable on
any breach of any term of this Licence in addition to the events
mentioned in the said condition for reentry.
1.4 If the Underlease has not been completed within one month of the date of
this Licence, this Licence shall (unless the Landlord, who shall not be
under any obligation so to do, ratifies it by accepting notice of the
Underlease) become absolutely void but without liability on the part of
the Landlord to refund to any party any monies paid to the Landlord.
1.5 The Tenant covenants to pay all reasonable and proper costs charges fees
and expenses together with any VAT thereon of the Landlord (and, if
applicable, any Superior Landlord and Mortgagee and their respective
professional advisors) relating to this Licence.
1.6 All covenants by any party to this Licence shall be deemed to be joint
and several covenants where that party is more than one person.
2. SUBLETTING
2.1 The Tenant and the Subtenant covenant with the Landlord to produce a
certified copy of the Underlease to the Landlord's solicitors for
registration within one month of the date of completion of the Underlease
and to pay to the Landlord's solicitors such registration fee or fees as
may be prescribed in the Lease plus VAT thereon.
2.2 The Subtenant covenants with the Landlord that with effect from the date
of the grant of the Underlease and throughout the term of the Underlease
until it is released from its obligations in the Underlease by virtue of
the Landlord and Tenant (Covenants) Act 1995 it will comply with the
obligations of the Tenant contained in the Lease (other than as to
payment of rent or as part of the Permitted Terms).
2.3 The Tenant covenants with the Landlord to indemnify and keep indemnified
the Landlord at all times in respect of any compensation payable pursuant
to any statute to
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any person deriving title through or under the Tenant upon such person
quitting the whole or any part of the Premises.
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SCHEDULE TWO
Permitted Terms
1. Term : A Term of years expiring on 26 September 2001.
2. Rent : One hundred and twenty thousand one hundred and eighty six
pounds ((pounds)120,186) per annum exclusive.
3. : A fixed sum in respect of service charge.
4. : Repairing obligation limited by reference to a schedule of
condition.
5. Other Terms : The terms for a Permitted Underlease set out in clause
3(24) of the Lease (other than as set out above).
<PAGE>
SCHEDULE THREE
Short description of the Premises and the Lease to which this Deed is
supplemental
Date Document Parties Premises
02/10/1996 Lease (1) Ravenseft Properties Third Floor Offices, The
Limited Broadwalk, Ealing
(2) Blackwell Healthcare Broadway Centre, Ealing
Communications Broadway, London W5
Limited
The Common Seal of )
RAVENSEFT PROPERTIES LIMITED )
was hereunto affixed in the presence of: )
/s/ Director
/s/ Assistant
Secretary
Executed as a deed by BLACKWELL )
HEALTHCARE COMMUNICATIONS )
LIMITED acting by a Director and its )
Secretary/two Directors: )
Director
Director/Secretary
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Executed as a deed by SEAGATE )
SOFTWARE INFORMATION )
MANAGEMENT GROUP LIMITED )
acting by a Director and its Secretary/two )
Directors: )
Director
Director/Secretary
<PAGE>
THIS AGREEMENT is made the 23/rd/ day of May Two thousand BETWEEN:-
-------------- -------
(1) BLACKWELL HEALTHCARE COMMUNICATIONS LIMITED of Windmill House 10 Windmill
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Road Chiswick London W4 1SD (hereinafter called "the Landlord" which
expression shall include its successors in title and assigns) and
(2) SEAGATE SOFTWARE INFORMATION MANAGEMENT GROUP LIMITED of The Broadwalk 54
-----------------------------------------------------
The Broadway Ealing London W5 5LN (hereinafter called "the Tenant")
WHEREBY IT IS AGREED as follows:-
--------------------
1. DEFINITIONS
-----------
In this Agreement the following expressions shall have the following
meanings:-
1.1 "the Underlease"
means the underlease which shall be granted to the Tenant pursuant to
clause 2 hereof
1.2 "the Agreed Underlease"
means the draft underlease annexed hereto
1.3 "the Property"
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2
means the property known as the Third Floor premises at The Broadwalk,
Ealing, Broadway Centre and more particularly described in the
Superior Lease
1.4 "the Landlord's Solicitors"
means Manches of 3 Worcester Street Oxford OX1 2PZ
1.5 "the Tenant's Solicitors"
means Freshfields of 65 Fleet Street London EC4Y 1HS
1.6 "the Superior Lease"
means the lease of the Property dated 2/nd/ October 1996 between
Ravenseft Properties Limited (1) and Blackwell Healthcare
Communications Limited (2) under which the Landlord holds the Property
1.7 "the Superior Landlord"
means the estate owner for the time being of the reversion immediately
expectant upon the termination of the term granted by the Superior
Lease
1.8 "Schedule of Condition" means the Schedule dated March 2000 prepared
by Strutt & Parker of 13 Hill Street, Berkeley Square, London W1X 8DL
a copy of which is annexed
AGREEMENT FOR LEASE
2. Subject as hereinafter provided the Landlord shall grant and the Tenant
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3
shall take an underlease of the Property in the form of the Agreed
Underlease
3. The term of the Underlease shall commence on the
4. The grant of the Underlease shall be completed at the office of the
Landlord's Solicitors seven days after compliance with the provisions of
Clause 6 hereof when the Tenant shall execute and deliver to the Landlord a
Counterpart of the Underlease
5. The Tenant shall not assign charge or otherwise dispose of the benefit of
this Agreement or of any part thereof or agree so to do
6.1 The grant of the Underlease is conditional upon
6.1.1 the Landlord obtaining an Order from Oxford County Court under
the provisions of Section 38 of the Landlord and Tenant Act 1954
as amended by Section 5 of the Law of Property Act 1969 excluding
the provisions of Sections 24 to 28 (inclusive) of the said Act
in relation to the Underlease and
6.1.2 the Superior Landlord's licence being obtained authorising the
grant of the Underlease to the Tenant
6.1.3 the Landlord will bear any costs incurred in respect of Clauses
6.1.1 and 6.1.2 above
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4
6.2 The Tenant shall give without undue delay all relevant assistance in that
regard including
6.2.1 providing such references and audited accounts in respect of
itself required by the Superior Landlord as the Superior Landlord
may reasonably require;
6.2.2 entering into such direct covenants as the Superior Landlord may
properly require pursuant to the provisions of the Superior
Lease;
6.2.3 execute and deliver to the Landlord's solicitors a counterpart
licence within five working days of the same being received by
the Tenant's solicitors
6.3 The Landlord will use its reasonable endeavours to obtain the said Order
and the said licence but nothing herein contained shall oblige the Landlord
to issue proceedings seeking a declaration that such licence is being
unreasonably withheld
6.4 In the event that both the said Order and the said licence are not obtained
within twelve months of the date hereof then at any time thereafter but
prior to such Order and such licence being obtained either party may
rescind this Agreement by notice in writing to the other party or its
solicitors
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5
6.5 Upon such rescission this Agreement shall determine but without prejudice
to the rights of either party in respect of any antecedent breach by the
other
7. Neither this Agreement nor entry upon the Property nor payment of any sum
by the Tenant pursuant to any of the foregoing provisions shall constitute
a demise of the Property
8. The Landlord hereby agrees that the Tenant may occupy the Property from the
date hereof on the following terms:-
(i) Such occupation shall be as licensee only and that no
relationship of landlord and tenant shall be thereby created
between the Landlord and the Tenant
(ii) The Landlord shall have the right to enter upon the Property at
any time and for any purpose until such time as the grant of the
Underlease by the Landlord to the Tenant has been completed
(iii) The Tenant shall during such occupation comply with the covenants
and other obligations on the part of the tenant set out or
referred to in the Underlease and shall in particular assume
responsibility for all payments due under the Underlease from the
date of such occupation
(iv) The Tenant shall forthwith vacate the Property if so required by
the Landlord upon any of the following eventualities:-
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6
(a) any breach by the Tenant of any of the terms of this
Agreement including this Clause 8 which is not remedied
within ten days of the receipt by the Tenant of notice in
writing from the Landlord specifying the breach complained
of
(b) this Agreement terminating under the provisions of Clause
6.4
(c) upon the Tenant being required so to do either directly or
indirectly by the Superior Landlord
(v) Such occupation shall be entirely at the risk of the Tenant
(vi) If the Tenant vacates the Property under the provisions of subclause
(iv) hereof it shall leave the Property in the same state as it is at
the date hereof as evidenced by the photographic Schedule of Condition
and shall if so required by the Landlord to do so within twenty one
days of receiving written notice from the Landlord reinstate the
Property to its current state if any works are carried out by the
Tenant during such occupation
9. The Tenant shall accept the Landlord's ability to grant the Underlease and
shall not be entitled to raise any requisition enquiry or objection in
respect thereof or in respect of the Landlord's title to the Property
(which the Landlord shall not be required to deduce)
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7
10. This Agreement is subject to the National Conditions of Sale (20th Edition)
to the extent that the same are not varied by or inconsistent with the
express terms of this Agreement in which event the terms of this Agreement
shall prevail
11. This Agreement shall remain in full force and effect as regards the
obligations and provisions which remain to be performed and observed
notwithstanding the grant of the Lease
12. Section 196 of the Law of Property Act 1925 as amended by the Recorded
Delivery Service Act 1962 shall apply to any notice given hereunder
13.1 The Tenant will pay to the Landlord on completion of the Underlease the
sum of SEVEN THOUSAND POUNDS ((pounds)7,000) plus Value Added Tax for the
use of the furniture at the Property as set out in the annexed Schedule
"the Furniture" which the Landlord will leave at the Property and which
the Tenant shall be entitled to use during the term granted by the
Underlease
13.2 The Tenant shall maintain the furniture in its current state of repair and
condition and shall leave it in such condition at the Property at the end
of the said term fair wear and tear excepted
SIGNED by Patrick Charles Morrish Baddeley
duly authorised by
the Landlord:
<PAGE>
PARTICULARS
DATE 23/rd/ May 2000
LEASE This Lease is an underlease and is a new Lease
under the Landlord and Tenant (Covenants) Act 1995
PARTIES
Landlord BLACKWELL HEALTHCARE
COMMUNICATIONS LIMITED of
Windmill House, 10 Windmill Road,
Chiswick London W4 1SD
(Company registration number 256843)
Tenant SEAGATE SOFTWARE
INFORMATION MANAGEMENT
GROUP LIMITED of The Broadwalk, 54
The Broadway, Ealing, London W5 5LN
(Company registration number 02662372)
SUPERIOR LEASE a lease dated 2/nd/ October 1996 and made
between Ravenseft Properties Limited
(1) and Blackwell Healthcare
Communications Limited (2) a copy of
which is attached
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DEMISED PREMISES The premises more particularly described in Part I
of the First Schedule of the Superior Lease and
demised to the Landlord by the Superior Lease
together with all fixtures and fittings in the
nature of Landlord's fixtures and fittings and
plant and machinery and other service
installations which or may in the future be
affixed to or on the Demised Premises
CONTRACTUAL TERM The period from the 23/rd/ May 2000 to
the 26/th/ September 2001
RENTS
Amount the rents reserved in Clause 3
Rent Commencement Date 25/th/ March 2000
First Rent Payment Date 23/rd/ May 2000
SCHEDULE OF CONDITION means the photographic Schedule of Condition of
the Demised Premises as of March 2000 and annexed
to this Lease
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<TABLE>
<CAPTION>
INDEX
<S> <C>
1. DEFINITIONS................................................................... 1
2. INTERPRETATION................................................................ 2
2.1. Rights of Landlord......................................................... 2
2.2. Act or Default of the Tenant............................................... 2
2.3. Approval of any superior landlord and mortgagee............................ 2
2.4. Consent and approval of the Landlord....................................... 3
2.5. English law................................................................ 3
2.6. Gender and number.......................................................... 3
2.7. General and particular words............................................... 3
2.8. Headings................................................................... 3
2.9. Joint and separate obligations............................................. 3
2.10. Landlord's liability....................................................... 4
2.11. Last year and end of the Tenancy........................................... 4
2.12. Perpetuity period.......................................................... 4
2.13. Person and party........................................................... 4
2.14. Rights and obligations..................................................... 4
2.15. Statute.................................................................... 5
2.16. Superior landlord.......................................................... 5
2.17. Tenant not to allow act.................................................... 5
3. DEMISE........................................................................ 6
3.1. Letting.................................................................... 6
3.2. Rights subjection and reservations......................................... 7
4. UNDERLEASE BY REFERENCE....................................................... 7
5. LANDLORD'S RIGHTS............................................................. 7
5.1. Entry by Landlord.......................................................... 7
5.2 Goods left on the Property................................................. 8
6. TENANT'S COVENANTS............................................................ 9
6.1. Rent....................................................................... 9
6.2. In the same terms as the Superior Lease.................................... 9
6.3. VAT........................................................................ 10
6.4. Superior Lease............................................................. 11
7. LANDLORD'S COVENANTS.......................................................... 11
7.1. Quiet Enjoyment............................................................ 11
7.2. Insurance and Services..................................................... 11
7.3. Rent payable under the Superior Lease...................................... 11
7.4. Superior Landlord's Consent................................................ 11
7.5 Production of insurance details............................................ 12
8. PROVISOS...................................................................... 12
8.1. In the terms of the Superior Lease......................................... 12
8.2. Service Charge............................................................. 12
8.3. Exclusion of the 1954 Act.................................................. 13
</TABLE>
<PAGE>
1. DEFINITIONS
In this Lease unless specifically stated otherwise expressions defined in
the Superior Lease have the Lease same meanings when used or incorporated
in this Lease and references to Schedules are references to Schedules in
the Superior Lease and also the following definitions apply:
"1995 Act" the Landlord and Tenant (Covenants) Act 1995
"Landlord" the person named as such in the Particulars or
where the context admits the estate owner for the
time being entitled to the immediate reversion to
this Lease expectant on the determination of the
term hereby granted
"Lease" this underlease as varied and supplemented by any
document executed by the Landlord and Tenant
"Original Landlord" the person named as Landlord in the Particulars
"Tenancy" the contractual tenancy created by this Lease and
any further tenancy of the Property during any
period of holding over or extension or
continuation of the contractual tenancy by
statute or under common law
"Superior Landlord" the estate owner for the time being of the
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reversion immediately expectant on the
termination of the term granted by the Superior
Lease
"Tenant" the person named as such in the Particulars
and its successors in title
"VAT" Value added tax and any similar tax amending or
replacing it
And the definitions in the Particulars are incorporated into this Clause 1
2. INTERPRETATION
This Clause contains directions for interpretation which apply unless a
contrary intention is clear from the wording elsewhere in this Lease
2.1. Rights of Landlord
References to the rights of the Landlord are deemed to include the
same rights for any superior landlord and anyone authorised by the
Landlord or a superior landlord
2.2. Act or default of the Tenant
References to the act or default or fault of the Tenant and words to
similar effect shall include any act default or fault of anyone at the
Demised Premises with the Tenant's authority and under the Tenant's
control
2.3. Approval of any superior landlord and mortgagee
Any provision in this Lease requiring the consent or approval of the
Landlord is to be construed as also requiring any necessary consent or
approval of:
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2.3.1. any superior landlord and
2.3.2. any mortgagee of the Landlord's or any superior landlord's
interest in the Demised Premises
2.4. Consent and approval of the Landlord
References to consent of the Landlord and words to similar effect mean
a prior consent in writing signed by or on the express written
authority of the Landlord and references to "approved" and
"authorised" and words to similar effect mean previously approved or
previously authorised in both cases in writing
2.5. English law
This Lease shall be governed by and interpreted in accordance with
English law
2.6. Gender and number
Words of one gender include all other genders and singular words
include the plural and vice versa
2.7. General and particular words
General words are not limited because they are preceded or followed
by particular words in the same category or covering the same topic
2.8. Headings
Any footnote heading index marginal note table of contents and
underlining is for guidance only not interpretation
2.9. Joint and separate obligations
If an obligation is owed to or by more than one person that obligation
is owed to or by those persons separately jointly or in any
combination
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2.10. Landlord's liability
If the Original Landlord ceases to be the Landlord its liability
under this Lease ends except in respect of the period before it
ceases to be the Landlord
2.11. Last year and end of the Tenancy
References to the last year of the Tenancy or other periods related
to the end of the Tenancy and words to similar effect include the
last year of the Tenancy or such other period (as the case may be)
even if it ends before the end of the Contractual Term and references
to the end of the Tenancy and words to similar effect are to be
similarly interpreted
2.12. Perpetuity period
The perpetuity period applicable to this Lease is eighty (80) years
from the start of the Contractual Term and whenever in this Lease any
party is granted a future interest that interest must vest within
such perpetuity period and if it has not it will be void for
remoteness
2.13. Person and party
2.13.1. Any reference to a person includes a company corporation or
other legal entity
2.13.2. Any reference to "parties" or "party" means the Landlord and
the Tenant or either of them but (in the absence of a
specific reference to the contrary) does not include any
Guarantor
2.14. Rights and obligations
2.14.1. The Tenant or any undertenant or occupier of the Demised
Premises will not after the date of this Lease or during the
Tenancy acquire any implied or prescriptive right or
easement from or over or affecting any neighbouring
<PAGE>
-5-
premises in which the Landlord from time to time has a
freehold or leasehold interest
2.14.2. Rights granted are not exclusive to the Tenant
2.14.3. Rights and obligations are cumulative
2.15. Statute
Any reference to a specific statute includes:
2.15.1. any statutory extension variation or re-enactment of the
statute whether before or after the date of this Lease
2.15.2. derivative orders regulations and permissions
2.15.3. directives and regulations adopted by the European Union
Any general reference to "statute" includes those enacted
after the date of this Lease and includes all derivative
orders regulations and permissions
2.16. Superior landlord
2.16.1. Any reference to a superior landlord includes the Landlord's
immediate reversioner and any superior landlord
2.16.2. Any reference to a superior lease includes the lease under
which the Landlord holds the Demised Premises and any lease
superior to that
2.16.3. When a superior landlord performs a landlord's obligation it
will be deemed to have been performed by the Landlord
2.17. Tenant not to allow act
An obligation by the Tenant not to do an act includes an obligation
not to allow that act to be done by another person
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3. DEMISE
3.1. Demise
The Landlord demises the Demised Premises to the Tenant for the
Contractual Term the Tenant paying during the Tenancy the following
(all of which are reserved as rent):
3.1.1. from and including the Rent Commencement Date One hundred and
twenty thousand one hundred and eighty six pounds
((pounds)120,186.00) by equal quarterly payments in advance on
the usual quarter days the first payment being due on the
First Rent Payment Date. For any fraction of a year the
payments will be apportioned
3.1.2. all such sums payable by the Landlord as tenant under the
Superior Lease to the Superior Landlord in respect of
insurance to be paid on or before the date when the same
become due for payment by the Landlord as tenant under the
Superior Lease
3.1.3. The sum of THIRTY TWO THOUSAND SEVEN HUNDRED AND SEVENTY EIGHT
POUNDS ((pounds)32,778.00) per annum ("the sum") in respect of
the service charge payable by the Landlord to the Superior
Landlord under Clauses 2 and 3 of the Superior Lease in equal
quarterly payments in advance on the usual quarter days the
first payment being due on the date hereof in respect of the
period from 25/th/ March 2000 to the quarter day next
following the sum to be increased at the end of the first year
of the Contractual Term by an amount which bears the same
proportion to the said sum as the Retail Price Index published
by H.M. Stationery Office last published before the beginning
of the Contractual Term
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bears to the figure for the said Index last published prior to
the end of the first year of the Contractual Term. For any
fraction of a year the sum will be correspondingly apportioned
3.1.4. any VAT payable on the above amounts
3.2. Rights subjections and reservations
The Demised Premises includes the rights set out in Part IIA. of the
First Schedule of the Superior Lease but is subject to the matters set
out in Clause 4 and the exceptions and reservations set out in Clause
5
4. UNDERLEASE BY REFERENCE
This Underlease is made by reference to the Superior Lease. The parties to
this Underlease will have the same rights and obligations as those of the
Landlord and Tenant of the Superior Lease save where otherwise stated and
for the avoidance of doubt this also includes definitions and
interpretations. The provisions of this Underlease will prevail in the
event of any disagreement in relation to the rights and obligations of the
parties
5. LANDLORD'S RIGHTS
The following rights are excepted and reserved to the Landlord:
5.1. Entry by Landlord
5.1.1. The right at reasonable times and on 48 hours written notice
(but in case of emergency at any time without notice) to enter
the Demised Premises with necessary materials and appliances
to:
5.1.1.1 view and record the condition of the Demised Premises
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5.1.1.2 comply with obligations or exercise any rights under
this Lease or a superior lease
5.1.1.3 make good any failure by the Tenant to repair
maintain or decorate the Demised Premises in
compliance with its covenants to do so
5.1.1.4 remove anything which has been fixed placed displayed
or left on the Demised Premises in breach of its
covenants against doing so
5.1.1.5 make good any other breach of covenant by the Tenant
5.1.1.6 do anything necessary to prevent forfeiture of the
Superior Lease or achieve relief from forfeiture of
the Superior Lease
5.1.2. In exercising these rights the Landlord will:
5.1.2.1 cause as little inconvenience to the Tenant as is
reasonably practicable
5.1.2.2 as soon as reasonably practicable make good any
damage to the Demised Premises caused by the entry
5.2 Goods left on the Property
5.2.1 The right to sell as agent for the Tenant any belongings of
the Tenant left in the Demised Premises for more than seven
(7) days after the end of the Tenancy unless the Tenant
remains in occupation of the Demised Premises under a new
tenancy and if the Landlord exercises this right the Tenant
will indemnify the Landlord against any liability incurred by
the
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-9-
Landlord to anyone whose belongings are sold by the Landlord
in the mistaken belief held in good faith (which shall be
presumed unless the contrary is proved) that such belongings
were owned by the Tenant
5.2.2. In the event of a sale the Landlord will account to the Tenant
for the proceeds of sale less the reasonable costs of removal
storage and sale within 21 days of selling the same and the
Landlord shall provide the Tenant with receipts of sale of any
such items belonging to the Tenant
6. TENANT'S COVENANTS
The Tenant covenants with the Landlord:
6.1. Rent
6.1.1. To pay the Rent and other amounts according to Clause 3.1.1
6.1.2. Not to claim or exercise any right to set-off or to withhold
payment of any amounts due to the Landlord
6.1.3. If required by the Landlord to pay the Rents to the Landlord
by banker's order or credit transfer to a bank account in the
United Kingdom nominated by the Landlord
6.2. In the same terms as the Superior Lease
6.2.1. In the terms mutatis mutandis of Clause 3 of the Superior
Lease except the covenants for the payment of rent insurance
premium and service charge subject to the following
modifications
6.2.2. For the purposes of sub-clauses 3(5) 3(7) and 3(8) of the
Superior Lease the Tenant shall not be obliged to decorate to
keep in repair in or hand over the Demised Premises in any
better
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state of repair and decoration than it is at the date hereof
as evidenced by the photographic Schedule of Condition
6.3. VAT
6.3.1. To pay to the Landlord and to indemnify the Landlord against
any VAT chargeable in respect of:
6.3.1.1 the Rents and other consideration payable or paid by
the Tenant to the Landlord or to an agent of the
Landlord and any supply made by the Landlord to the
Tenant under this Lease and
6.3.1.2 any payments made by or other liability of the
Landlord or any other person where the Tenant agrees
in this Lease to reimburse or indemnify the Landlord
in respect of any such payment or liability except to
the extent that the Landlord is entitled to a credit
for such VAT as allowable input tax
6.3.1.3 any payments to be made in respect of any payment
made under sub-clause 6.3.1.1 and/or 6.3.1.2 are
subject to the receipt of a valid VAT invoice
addressed to the Tenant
6.3.2. For the avoidance of doubt:
6.3.2.1 the Landlord is not under any duty to exercise or not
to exercise any option or right so as to reduce or
avoid any liability to VAT in respect of the Property
and
6.3.2.2 it is confirmed that the amounts due under this Lease
from the Tenant to the Landlord are
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exclusive of VAT
6.4. Superior Lease
Not knowingly to do or allow anything in on or in relation to the
Demised Premises which would be a breach of any of the Landlord's
covenants as tenant in the Superior Lease
7. LANDLORD'S COVENANTS
The Landlord covenants with the Tenant:-
7.1. Quiet Enjoyment
That as long as the Tenant pays the Rents and complies with the terms
of this Lease the Tenant may enjoy the Demised Premises peaceably
during the Tenancy without any interruption (except as authorised by
this Lease) by the Landlord or any person lawfully claiming through
under or in trust for the Landlord
7.2. Superior Landlord's Covenants
To use all reasonable endeavours (at the request and cost of the
Tenant) to enforce the covenants on the part of the Superior Landlord
contained in Clause 4 of the Superior Lease
7.3. Rent payable under the Superior Lease
To pay the rent reserved and observe and perform the covenants on the
part of the Landlord as tenant under the Superior Lease save to the
extent that compliance with such covenants is the obligation of the
Tenant under this Lease
7.4. Superior Landlord's Consent
To take all reasonable steps at the request and cost of the Tenant to
obtain the consent of the Superior Landlord whenever the Tenant
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makes an application for any consent required hereunder where the
consent of both the Landlord and the Superior Landlord is needed by
virtue of this Lease and the Superior Lease
7.5 The Landlord shall subject to the Tenant paying the insurance rent in
accordance with Clause 3 at the request of the Tenant (but not more
often than once in any period of twelve months) use its reasonable
endeavours to obtain from the Superior Landlord a copy of the
insurance policy and all recommendations made by the insurers of fire
precautions relating to the Demised Premises or sufficient details
thereof and a copy of the receipt for the last premium due or other
evidence of payment thereof and to provide a copy thereof to the
Tenant upon receipt
8. PROVISOS
PROVIDED ALWAYS and it is hereby agreed:
8.1. In the terms of the Superior Lease
In the terms of Clause 5 of the Superior Lease
8.2. Service Charge
The Tenant shall be given every reasonable opportunity within the
terms of the Superior Lease to investigate and where reasonably
appropriate challenge (at no cost to the Landlord) any estimates or
certificates of service charge expenditure or services provided (or
omitted) by the Superior Landlord although the Tenant will not be
entitled in exercising these rights to withhold deduct or set off the
service charge payments unless the Landlord itself withholds deducts
or sets off any sum demanded by the Superior Landlord and the Landlord
will notify the Tenant of any such withholding deductions or set off
of any sum PROVIDED ALWAYS that the Landlord will
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consult with the Tenant in relation to any queries on the service
charge raised by the Tenant and will agree a course of action with the
Tenant the Landlord acting at all times as if it were the tenant in
occupation of the Demised Premises but so that the Landlord's decision
shall prevail
8.3. Exclusion of the 1954 Act
Having been authorised to do so by an order of the Oxford County Court
made on the 19/th/ May 2000 under Section 38(4) of the Landlord and
Tenant Act 1954 (as amended by Section 5 of the Law of Property Act
1969) the parties agree that the provisions of Sections 24 to 28
(inclusive) of the Landlord and Tenant Act 1954 are excluded from the
Tenancy
EXECUTED as a DEED by the said )
BLACKWELL HEALTHCARE )
COMMUNICATIONS LIMITED )
acting by a director and its secretary or )
by two directors: )
Director /s/
Secretary /s/
for and on behalf of
ALDWYCH SECRETARIES LIMITED
