St Thomas Rest Gardens, Ryde, Isle of Wight
IW79012
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ISLE OF WIGHT COUNCIL, of County Hall, High Street, Newport, Isle of Wight PO30 1UD
RYDE TOWN COUNCIL of Town Hall Chambers, 10 Lind Street, Ryde, Isle of Wight, PO33 2NQ
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See the definition of "Property" in clause 1.1 of this Lease.
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The term as specified in this Lease at clause 1.1 in the definition of "Contractual Term"
None
This Lease contains a provision that prohibits or restricts dispositions
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The easements as specified in clause 3 of this Lease
The easements as specified in clause 4 of this Lease
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The Parties to this Lease apply to enter the following standard form of restriction None
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This lease is made on the day of 2023
BETWEEN
ISLE OF WIGHT COUNCIL, of County Hall, High Street, Newport, Isle of Wight PO30 1UD (the ‘Landlord’); and
RYDE TOWN COUNCIL of Town Hall Chambers, 10 Lind Street, Ryde, Isle of Wight, PO33 2NQ (the ‘Tenant’)
AGREED TERMS
The following definitions and rules of interpretation apply in this Lease
the taking of any step in connection with any voluntary arrangement or any other compromise or arrangement for the benefit of any creditors of the Tenant;
the making of an application for an administration order or the making of an administration order in relation to the Tenant;
the giving of any notice of intention to appoint an administrator, or the filing at court of the prescribed documents in connection with the appointment of an administrator, or the appointment of an administrator, in any case in relation to the Tenant;
the appointment of a receiver or manager or an administrative receiver in relation to any property or income of the Tenant;
the commencement of a voluntary winding-up in respect of the Tenant, except a winding-up for the purpose of amalgamation or reconstruction of a solvent company in respect of which a statutory declaration of solvency has been filed with the Registrar of Companies;
the making of a petition for a winding-up order or a winding-up order in respect of the Tenant;
the striking-off of the Tenant from the Register of Companies or the making of an application for the Tenant to be struck-off;
the Tenant otherwise ceasing to exist (but excluding where the Tenant dies); or
the presentation of a petition for a bankruptcy order or the making of a bankruptcy order against the Tenant
The paragraphs above shall apply in relation to a partnership or limited partnership (as defined in the Partnership Act 1890 and the Limited Partnerships Act 1907 respectively) subject to the modifications referred to in the Insolvent Partnerships Order 1994 (SI 1994/2421) (as amended), and a limited liability partnership (as defined in the Limited Liability Partnerships Act 2000) subject to the modifications
referred to in the Limited Liability Partnerships Regulations 2001 (SI 2001/1090) (as amended)
Act of Insolvency includes any analogous proceedings or events that may be taken pursuant to the legislation of another jurisdiction in relation to a tenant or guarantor incorporated or domiciled in such relevant jurisdiction
Isle of Wight, shown edged red on the Plan
A reference to this lease, except a reference to the date of this Lease or to the grant of the lease, is a reference to this deed and any deed, licence, consent, approval or other instrument supplemental to it
A reference to the Landlord includes a reference to the person entitled to the immediate reversion to this Lease. A reference to the Tenant includes a reference to its successors in title and assigns.
The expressions landlord covenant and tenant covenant each has the meaning given to it by the Landlord and Tenant (Covenants) Act 1995
Unless the context otherwise requires, a reference to the Property is to the whole and any part of it
A reference to the term is to the Contractual Term
A reference to the end of the term is to the end of the term however it ends
References to the consent of the Landlord are to the consent of the Landlord given in accordance with clause 33.5 and references to the approval of the Landlord are to the approval of the Landlord given in accordance with clause 33.6
A working day is any day which is not a Saturday, a Sunday, a bank holiday or a public holiday in England
A reference to laws in general is a reference to all local, national and directly applicable supra-national laws as amended, extended or re-enacted from time to time and shall include all subordinate laws made from time to time under them and all orders, notices, codes of practice and guidance made under them
Unless otherwise specified, a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that statute or statutory provision and all orders, notices, codes of practice and guidance made under it
Any obligation on the Tenant not to do something includes an obligation not to allow that thing to be done and an obligation to use best endeavours to prevent that thing being done by another person
Unless the context otherwise requires, any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality)
A reference to writing or written does not include e-mail or fax
Unless the context otherwise requires, references to clauses and Schedules are to the clauses and Schedules of this Lease and references to paragraphs are to paragraphs of the relevant Schedule
Clause, Schedule and paragraph headings shall not affect the interpretation of this Lease
Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders
Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular
The Landlord with full title guarantee lets the Property to the Tenant for the Contractual Term
The grant is made together with the Rights set out in clause 3 excepting and reserving to the Landlord the Rights set out in clause 4, and subject to the Third Party Rights
The grant is made with the Tenant paying the following as rent to the Landlord:
the Rent and all VAT in respect of it;
all interest payable under this Lease; and
all other sums due under this Lease
The Landlord grants the Tenant the right to use and to connect into Service Media at the Property which are in existence at the date of this Lease or which are installed or constructed during the Contractual Term
Except as mentioned above neither the grant of this Lease nor anything in it confers any right over neighbouring property nor is to be taken to show that the Tenant may have any right over neighbouring property, and section 62 of the LPA 1925 does not apply to this Lease
The following rights are excepted and reserved from this Lease to the Landlord to the extent possible for the benefit of any neighbouring or adjoining property in which the Landlord acquires an interest during the term:
rights of light, air, support and protection to the extent those rights are capable of being enjoyed at any time during the term;
the right to use and to connect into Service Media at the Property which are in existence at the date of this Lease or which are installed or constructed during the Contractual Term;
at any time during the term, the full and free right to develop any neighbouring or adjoining property in which the Landlord acquires an interest during the term as the Landlord may think fit so long as such works do not adversely impact or diminish the Tenant’s use and enjoyment of the Property and its access;
the right to build on or into any boundary wall of the Property in connection with any of the Reservations; and
the right to re-route any Service Media at or serving the Property or re-route any means of access to or egress from the Property;
The Landlord reserves the right upon prior written notice to enter the Property:
to repair, maintain or replace any Service Media or structure relating to any of the Reservations; and
for any other purpose mentioned in or connected with:
this Lease;
the Reservations; and
the Landlord's interest in the Property
The Reservations may be exercised by the Landlord and by anyone else who is or becomes entitled to exercise them, and by anyone authorised by the Landlord
The Tenant shall allow all those entitled to exercise any right to enter the Property, to do so with their workers, contractors, agents and professional advisors, and to enter the Property at any reasonable time (whether or not during usual business hours) and, except in the case of an emergency, after having given reasonable notice (which need not be in writing) to the Tenant
The Reservations mentioned in clause 4 may be exercised by the Landlord without any interruption to the supply of conducting media to the Tenant and causing as little disturbance as is reasonably practicable to the Tenant and making good as soon as possible any damage caused to the reasonable satisfaction of the Tenant.
The Tenant shall comply with all obligations on the Landlord relating to the Third Party Rights (insofar as those obligations relate to the Property) and shall not do anything (even if otherwise permitted by this Lease) that may interfere with any Third Party Right.
Following completion of this Lease, the Tenant will enter into a direct covenant with The Church Society Trust In accordance with the Conveyance dated 20 January 1981 registered in entry 1 of the Charges Register.
The Tenant shall allow the Landlord and any other person authorised by the terms of the Third Party Right to enter the Property in accordance with its terms
The Tenant shall pay the Rent and any VAT in respect of it on or before the Rent Payment Date. The payments shall be made by banker’s standing order or by any other method that the Landlord requires at any time by giving notice to the Tenant
The Tenant shall be responsible for all insurances affecting the Property and will insure against third party claims in respect of the Property and in respect of the operation of this Lease in the sum of at least ten million (£10,000,000) pounds with a recognised Insurance Company or such higher sum as the Landlord or Tenant reasonably consider necessary to provide sufficient insurance and the Tenant undertakes to increase the level of insurance should the above sum be reasonably deemed insufficient by the Landlord and upon request of the Landlord to produce the policy of such insurance and the receipt for the latest premium. If the Tenant fails to insure in accordance with this clause the Landlord shall be entitled upon default to insure against third party claims and recover the cost from the Tenant
The Tenant shall pay all present and future rates, taxes and other impositions and outgoings payable in respect of the Property, its use and any works carried out there, except:
any taxes payable by the Landlord in connection with any dealing with or disposition of the reversion to this Lease; or
any taxes, other than VAT and insurance premium tax, payable by the Landlord by reason of the receipt of any of the rents due under this Lease
If any rates, taxes or other impositions and outgoings are payable in respect of the Property together with other property, the Tenant shall pay a fair proportion of the amount payable
The Tenant shall not make any proposal to alter the rateable value of the Property or that value as it appears on any draft rating list, without the approval of the Landlord
If, after the end of the term, the Landlord loses rating relief (or any similar relief or exemption) because it has been allowed to the Tenant, then the Tenant shall pay the Landlord an amount equal to the relief or exemption that the Landlord has lost
The Tenant shall pay all costs in connection with the supply and removal of electricity, gas, water, sewage, telecommunications, data and other services and utilities (if any) to or from the Property
If any of those costs are payable in relation to the Property together with other property, the Tenant shall pay a fair proportion based on user of all those costs
The Tenant shall comply with all laws of the relevant suppliers relating to the use of those services and utilities and the Service Media at or serving the Property
All sums payable by the Tenant are exclusive of any VAT that may be chargeable. The Tenant shall pay VAT in respect of all taxable supplies made to it in connection with this Lease on the due date for making any payment or, if earlier, the date on which that supply is made for VAT purposes
Every obligation on the Tenant, under or in connection with this Lease, to pay the Landlord or any other person any sum by way of a refund or indemnity, shall include an obligation to pay an amount equal to any VAT incurred on that sum by the Landlord or other person, except to the extent that the Landlord or other person obtains credit for such VAT under the Value Added Tax Act 1994
If any Rent or any other money payable under this Lease has not been paid by the date it is due, whether it has been formally demanded or not, the Tenant shall pay the Landlord interest on that amount at the Default Interest Rate (both before and after any judgment). Such interest shall accrue on a daily basis for the period beginning on the due date to and including the date of payment
If the Landlord does not demand or accept any Rent or other money due or tendered under this Lease because the Landlord reasonably believes that the Tenant is in breach of any of the tenant covenants of this Lease, then the Tenant shall, when that amount is accepted by the Landlord, also pay interest at the Interest Rate on that amount for the period beginning on the date the amount (or each part of it) became due until the date it is accepted by the Landlord
The Tenant shall pay the reasonable and proper costs and expenses of the Landlord including any solicitors’ or other professionals’ costs and expenses incurred (both during and after the end of the term) in connection with or in contemplation of any of the following:
the enforcement of the tenant covenants of this Lease;
preparing and serving any notice in connection with this Lease under section 146 or 147 of the Law of Property Act 1925 or taking any proceedings under either of those
sections, notwithstanding that forfeiture is avoided otherwise than by relief granted by the court;
preparing and serving any notice in connection with this Lease under section 17 of the Landlord and Tenant (Covenants) Act 1995;
the preparation and service of a schedule of dilapidations in connection with this Lease; or
any consent or approval applied for under this Lease, whether or not it is granted
Where the Tenant is obliged to pay or indemnify the Landlord against any solicitors’ or other professionals’ costs and expenses (whether under this or any other clause of this Lease) that obligation extends to those costs and expenses assessed on a full indemnity basis.
The Tenant shall pay a contribution of £450 towards the Landlord’s costs in connection with the negotiation and preparation of this Lease.
Promptly following the grant of this Lease, the Tenant shall apply to register this Lease at HM Land Registry. The Tenant shall ensure that any requisitions raised by HM Land Registry in connection with that application are dealt with promptly and properly. Within one month after receipt of notification from the Land Registry of completion of the registration, the Tenant shall send the Landlord official copies of its title
The Tenant shall not assign the whole or any part of this Lease without the consent of the Landlord, such consent not to be unreasonably withheld or delayed.
The Landlord and the Tenant agree that the Landlord may give its consent to an assignment subject to any of the following reasonable conditions:
a condition that the assignor enters into an authorised guarantee agreement which:
is in respect of all the tenant covenants of this Lease;
is in respect of the period beginning with the date the assignee becomes bound by those covenants and ending on the date when the assignee is released from those covenants by virtue of section 5 of the Landlord and Tenant (Covenants) Act 1995;
imposes principal debtor liability on the assignor;
requires (in the event of a disclaimer of liability under this Lease) the assignor to enter into a new tenancy for a term equal to the unexpired residue of the Contractual Term; and
is otherwise in a form reasonably required by the Landlord;
a condition that a person of standing acceptable to the Landlord enters into a guarantee and indemnity of the tenant covenants of this Lease in such form as the Landlord may reasonably require.
a condition that upon any such assignment the Lessor’s costs incurred in connection with the assignment shall be met.
The Landlord and the Tenant agree that for the purposes of section 19(1A) of the Landlord and Tenant Act 1927 the Landlord may refuse its consent to an assignment if any of the following circumstances exist at the date of the Tenant's application for consent to assign this Lease:
the Rent or any other money due under this Lease is outstanding or there has been a material breach of covenant by the Tenant that has not been remedied;
in the Landlord's reasonable opinion the assignee is not of sufficient financial standing to enable it to comply with the Tenant's covenants and conditions contained in the lease; or
the assignee and the Tenant are group companies within the meaning of section 42 of the LTA 1954
Nothing in this clause shall prevent the Landlord from giving consent subject to any other reasonable condition, nor from refusing consent to an assignment in any other circumstance where it is reasonable to do so.
The Tenant shall not underlet the whole or any part of the Property except in accordance with this clause nor without the consent of the Landlord, such consent not to be unreasonably withheld or delayed.
The Tenant shall not underlet the Property:
together with any property or any right over property that is not included within this Lease;
at a fine or premium or reverse premium; nor
allowing any rent free period to the undertenant
Any underletting by the Tenant shall be by deed and shall include:
an agreement between the Tenant and the undertenant that the provisions of sections 24 to 28 of the LTA 1954 are excluded from applying to the tenancy created by the underlease;
the reservation of a rent which is not more than the passing rent of the Property at the date the Property is underlet and which is payable at the same times as the Rent under this Lease;
a covenant by the undertenant, enforceable by and expressed to be enforceable by the Landlord (as superior landlord at the date of grant) and its successors in title in
their own right, to observe and perform the tenant covenants in the underlease and any document that is supplemental or collateral to it and the tenant covenants in this Lease, except the covenants to pay the rents reserved by this Lease; and
provisions requiring the consent of the Landlord to be obtained in respect of any matter for which the consent of the Landlord is required under this Lease,
and shall otherwise be consistent with and include tenant covenants no less onerous (other than as to the Rent) than those in this Lease
In relation to any underlease granted by the Tenant, the Tenant shall:
19.4.1 not vary the terms of the underlease nor accept a surrender of the underlease without the consent of the Landlord, such consent not to be unreasonably withheld or delayed;
15.4.2 enforce the tenant covenants in the underlease and not waive any of them nor allow any reduction in the rent payable under the underlease; and
15.4.3 ensure that in relation to any rent review the revised rent is not agreed without the approval of the Landlord, such approval not to be unreasonably withheld or delayed.
For the avoidance of doubt the Landlord’s consent will be deemed to have been granted in respect of any recreational or leisure hires located on the Property where such hires are granted by the Tenant in the normal course of its business
The Tenant shall not charge the whole of this Lease without the consent of the Landlord, such consent not to be unreasonably withheld or delayed.
The Tenant shall not charge part only of this Lease
Except as expressly permitted by this Lease, the Tenant shall not assign, underlet, charge, part with or share possession or share occupation of this Lease or the Property or hold the lease on trust for any person (except pending registration of a dealing permitted by this Lease at HM Land Registry or by reason only of joint legal ownership)
In this clause a Transaction is:
any dealing with this Lease or the devolution or transmission of, or parting with possession of any interest in it;
the creation of any underlease or other interest out of this Lease, or out of any interest, underlease derived from it, and any dealing, devolution or transmission of, or parting with possession of any such interest or underlease; or
the making of any other arrangement for the occupation of the Property
In respect of every Transaction that is registrable at HM Land Registry, the Tenant shall promptly following completion of the Transaction apply to register it (or procure that the relevant person so applies). The Tenant shall (or shall procure that) any requisitions raised by HM Land Registry in connection with an application to register a Transaction are dealt with promptly and properly. Within one month of completion of the registration, the Tenant shall send the Landlord official copies of its title (and where applicable of the undertenant's title)
No later than one month after a Transaction the Tenant shall:
give the Landlord's solicitors notice of the Transaction; and
deliver two certified copies of any document effecting the Transaction to the Landlord's solicitors
If the Landlord so requests, the Tenant shall promptly supply the Landlord with full details of the occupiers of the Property and the terms upon which they occupy it
Within one month after the end of the term (and notwithstanding that the term has ended), the Tenant shall make an application to close the registered title of this Lease and shall ensure that any requisitions raised by HM Land Registry in connection with that application are dealt with promptly and properly; the Tenant shall keep the Landlord informed of the progress and completion of its application
The Tenant shall be responsible for the repair and maintenance of the Property, including the grounds, all boundary hedges and fences/ walls throughout the term
The Tenant shall ensure that any Service Media within and exclusively serving the Property are kept in good working order
The Tenant shall not make any external or structural addition to the Property or any opening in any boundary structure of the Property without the Landlords prior written consent, such consent not to be unreasonably withheld or delayed.
The Tenant shall not install any Service Media on the exterior of the Property nor alter the route of any Service Media at the Property without the consent of the Landlord, such consent not to be unreasonably withheld or delayed
Where applicable the Tenant must comply with all Planning and Building Regulations and provide evidence to the Landlord that it is compliant.
In this clause Signs include signs, fascia, placards, boards, posters and advertisements
The Tenant shall not attach any Signs to the Property without the consent of the Landlord, such consent not to be unreasonably withheld or delayed.
Before the end of the term, the Tenant shall remove any Signs placed by it at the Property and shall make good any damage caused to the Property by that removal
The Tenant shall allow the Landlord in the last six months of the Contractual Term to fix to and keep at the Property any sale or re-letting board as the Landlord reasonably requires
At the end of the term the Tenant shall return the Property to the Landlord in the repair and condition required by this Lease
No later than the end of the term, the Tenant shall (if required by the Landlord) remove items it has fixed to the Property, remove any alterations it has made to the Property and make good any damage caused to the Property by that removal
At the end of the term, the Tenant shall remove from the Property all chattels belonging to or used by it
The Tenant irrevocably appoints the Landlord to be the Tenant's agent to store or dispose of any chattels or items it has fixed to the Property and which have been left by the Tenant on the Property for more than ten working days after the end of the term. The Landlord shall not be liable to the Tenant by reason of that storage or disposal. The Tenant shall indemnify the Landlord in respect of any claim made by a third party in relation to that storage or disposal
If the Tenant does not comply with its obligations in this clause, then, without prejudice to any other right or remedy of the Landlord, the Tenant shall pay the Landlord an amount equal to the Rent at the rate reserved immediately before the end of the term for the period that it would reasonably take to put the Property into the condition it would have been in had the Tenant performed its obligations under this clause. The amount shall be a debt due on demand from the Tenant to the Landlord
The Tenant shall not use the Property for any purpose other than the Permitted Use
The Tenant shall not use the Property for any illegal purpose nor for any purpose or in a manner that would cause loss, damage, injury or nuisance to the Landlord, its other tenants or any other owner or occupier of neighbouring property
The Tenant shall not knowingly overload any structural part of the Property nor any machinery or equipment at the Property nor any Service Media at or serving the Property
The Tenant shall keep the Property open for public use or access at all times save where in the Tenant’s reasonable discretion the use of the Property needs to be restricted or temporarily stopped for reasons relating to health or safety or where continued use would be otherwise unlawful, provided always that the Tenant shall use its best endeavours to make the Property available for use as soon as possible after being prevented from doing so
The Tenant shall comply with all laws relating to:
the Property and the occupation and use of the Property by the Tenant;
the use or operation of all Service Media and machinery and equipment at or serving the Property whether or not used or operated, and shall, where necessary, replace or convert such Service Media within or exclusively serving the Property so that it is capable of lawful use or operation;
any works carried out at the Property; and
all materials kept at or disposed from the Property
Without prejudice to any obligation on the Tenant to obtain any consent or approval under this Lease, the Tenant shall carry out all works that are required under any law to be carried out at the Property whether by the owner or the occupier
Within ten working days after receipt of any notice or other communication affecting the Property (and whether or not served pursuant to any law) the Tenant shall:
send a copy of the relevant document to the Landlord; and
take all steps necessary to comply with the notice or other communication and take any other action in connection with it as the Landlord may require
The Tenant shall not apply for any planning permission for the Property without the Landlord's consent not to be unreasonably withheld or delayed.
The Tenant shall comply with any other health and safety obligations required by law relating to the use of the Property
As soon as the Tenant becomes aware of any defect in the Property, it shall give the Landlord notice of it.
The Tenant shall not grant any right or licence over the Property to a third party
If a third party makes or attempts to make any encroachment over the Property or takes any action by which a right may be acquired over the Property, the Tenant shall:
immediately inform the Landlord and if the Landlord reasonably so requests, shall give the Landlord notice of that encroachment or action, or such other confirmation as the Landlord reasonably requires; and
do such acts and things that the Landlord reasonably requires to prevent or secure the removal of the obstruction
The Tenant shall not obstruct the flow of light or air to the Property nor obstruct any means of access to the Property
The Tenant shall not make any acknowledgement that the flow of light or air to the Property or that the means of access to the Property is enjoyed with the consent of any third party
If any person takes or threatens to take any action to obstruct the flow of light or air to the Property or obstruct the means of access to the Property, the Tenant shall upon becoming aware of the same:
immediately inform the Landlord and shall give the Landlord notice of that action; and
take all steps (including proceedings) the Landlord reasonably requires to prevent or secure the removal of the obstruction
The Landlord may upon prior written notice enter the Property to inspect its condition and state of repair and may give the Tenant a notice of any breach of any of the tenant covenants in this Lease relating to the condition or repair of the Property
If the Tenant has not begun any works needed to remedy that breach within two months following that notice (or if works are required as a matter of emergency, then immediately) or if the Tenant is not carrying out the works with all due speed, then the Landlord may enter the Property and carry out the works needed
The costs incurred by the Landlord in carrying out any works pursuant to this clause (and any professional fees and any VAT in respect of those costs) shall be a debt due from the Tenant to the Landlord and payable on demand
The Tenant shall keep the Landlord indemnified against all liabilities, expenses, costs (including but not limited to any solicitors’ or other professionals’ costs and expenses), claims, damages and losses (including but not limited to any diminution in the value of the Landlord's interest in the Property and loss of amenity of the Property) suffered or incurred by the Landlord arising out of or in connection with any breach of any tenant covenants in this Lease, or any act or omission of the Tenant, any undertenant or their respective workers, contractors or agents or any other person on the Property with the actual or implied authority of any of them
The Landlord covenants with the Tenant, that, so long as the Tenant pays the rents reserved by and complies with its obligations in this Lease, the Tenant shall have quiet enjoyment of the Property without any interruption by the Landlord or any person claiming under the Landlord except as otherwise permitted by this Lease
The Landlord may re-enter the Property (or any part of the Property in the name of the whole) at any time after any of the following occurs:
any rent is unpaid 21 days after becoming payable whether it has been formally demanded or not;
any breach of any , tenant covenant, in this Lease;
an Act of Insolvency
If the Landlord re-enters the Property (or any part of the Property in the name of the whole) pursuant to this clause, this Lease shall immediately end, but without prejudice to any right or remedy of the Landlord in respect of any breach of covenant by the Tenant or any guarantor
Where the Tenant comprises more than one person, those persons shall be jointly and severally liable for the obligations and liabilities of the Tenant arising under this Lease. The Landlord may take action against, or release or compromise the liability of, or grant time or other indulgence to, any one of those persons without affecting the liability of any other of them
The obligations of the Tenant arising by virtue of this Lease are owed to the Landlord and the obligations of the Landlord are owed to the Tenant
The Landlord shall not be liable to the Tenant for any failure of the Landlord to perform any landlord covenant in this Lease, unless and until the Tenant has given the Landlord notice of the failure and the Landlord has not remedied the failure within a reasonable time of service of that notice
This Lease constitutes the whole agreement between the parties and supersedes all previous discussions, correspondence, negotiations, arrangements, understandings and agreements between them relating to their subject matter
Each party acknowledges that in entering into this Lease it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently)
Nothing in this Lease constitutes or shall constitute a representation or warranty that the Property may lawfully be used for any purpose allowed by this Lease
Nothing in this clause shall limit or exclude any liability for fraud
Except where this Lease specifically states that a notice need not be in writing, any notice given under or in connection with this Lease shall be:
in writing and for the purposes of this clause a fax or e-mail is not in writing; and
given by hand or by pre-paid first-class post or other next working day delivery service at the party's registered office address (if the party is a company) or (in any other case) at the party's principal place of business;
If a notice complies with the criteria in clause 33.1, whether or not this Lease requires that notice to be in writing, it shall be deemed to have been received:
if delivered by hand, at the time the notice is left at the proper address;
if sent by pre-paid first-class post or other next working day delivery service, on the second working day after posting;
This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution
Section 196 of the Law of Property Act 1925 shall otherwise apply to notices given under this Lease.
Where the consent of the Landlord is required under this Lease, a consent shall only be valid if it is given by deed, unless:
it is given in writing and signed by the Landlord or a person duly authorised on its behalf; and
it expressly states that the Landlord waives the requirement for a deed in that particular case
If a waiver is given, it shall not affect the requirement for a deed for any other consent
Where the approval of the Landlord is required under this Lease, an approval shall only be valid if it is in writing and signed by or on behalf of the Landlord, unless:
the approval is being given in a case of emergency; or
this Lease expressly states that the approval need not be in writing
If the Landlord gives a consent or approval under this Lease, the giving of that consent or approval shall not imply that any consent or approval required from a third party has been obtained, nor shall it obviate the need to obtain any consent or approval from a third party
This Lease 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
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Lease or its subject matter or formation (including non-contractual disputes or claims)
The parties confirm that:
the Landlord served a notice on the Tenant, as required by section 38A(3)(a) of the LTA 1954, applying to the tenancy created by this lease not less than 14 days before this lease was entered into;
the Tenant made a simple declaration dated in
accordance with the requirements of section 38A(3)(b) of the LTA 1954 a copy of which declaration is annexed to this Lease; and
there is no agreement for lease to which this lease gives effect.
The parties agree that the provisions of sections 24 to 28 of the LTA 1954 are excluded in relation to the tenancy created by this lease.
Definitions:
Either the Landlord or the Tenant may terminate this lease by serving a Break Notice at any time on the other party.
The Landlord is only permitted to terminate this lease by serving a Break Notice for redevelopment purposes (satisfactory evidence of the same must be produced prior to the service of the Landlord’s Break Notice)
A Break Notice served by the Tenant shall have no effect if, at the Break Date:
vacant possession of the whole of the Property is not given; or
37.3.3 there is a subsisting material breach of any of the tenant covenants of this lease relating to the state of repair and condition of the Property
37.4. Subject to Clause 37.3, following service of a Break Notice this lease shall terminate on the Break Date.
37.5 If this lease terminates in accordance with this clause then within 28 days the Landlord shall refund to the Tenant the proportion (calculated on a daily basis) of any Rents or outgoings (and any VAT payable in respect of it) paid in advance by the Tenant for the period from but excluding the Break Date up until the next Rent Payment Date
37.5 Termination of this lease on the Break Date shall not affect any other right or remedy that either party may have in relation to any earlier breach of this lease.
A person who is not a party to this Lease shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Lease.
IN WITNESS WHEREOF THIS DOCUMENT HAS BEEN EXECUTED AND DELIVERED ON THE DATE FIRST STATED ABOVE.
The COMMON SEAL of ISLE OF
WIGHT COUNCIL was hereunto affixed in the presence of:-
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Authorised Signatory
Executed as a deed by RYDE TOWN COUNCIL by two Council Members in the presence of
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…………………………………………..……. NAME AND ADDRESS OF WITNESS
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Authorised Signatory
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Authorised Signatory