English Commercial Property Leases (M&A Due Diligence)

Extract 4 only

Finds the clause commonly entitled "Conditions to Assignment" or "Conditions to Consent", which contains the requirements that should be met before the landlord grants their consent to the assignment of the lease.  

Without prejudice to the right of the Landlord to impose further reasonable conditions upon a grant of consent, the Landlord may impose any one or more of the following conditions upon the assignment of this Lease (which are specified for the purposes of section 19(1A) of the 1927 Act): (a) if required by the Landlord, acting reasonably, the Tenant (and, if the previous assignment of this Lease was in breach of this clause 3.13, the assignor under that assignment) enters into an AGA in the form set out in Schedule 7 (with such amendments and additions as the Landlord may reasonably require); (b) that, so far as the law allows, any guarantor of the assigning Tenant gives the Landlord a guarantee (in such form as the Landlord reasonably requires) that the assigning Tenant will comply with its obligations in the AGA; (c) (if the Landlord reasonably requires) one or more guarantors reasonably acceptable to the Landlord enter into a guarantee and indemnity of the tenant covenants of this Lease in the form set out in Schedule 6 (with such amendments and additions as the Landlord may reasonably require); (d) that any rent deposit guarantee or other security arrangements which the Landlord reasonably requires as a condition of giving consent to the assignment are completed and documented.

N/A

Extract 4 only

Finds the portion of clause commonly entitled "Alienation" or "Assignment" which governs when the landlord may reasonably refuse to grant consent to assign part or the whole of the lease. 

Without prejudice to the right of the Landlord to refuse consent on any other reasonable grounds, the Landlord may withhold consent to any assignment of this Lease in any of the following circumstances (which are specified for the purposes of section 19(1A) of the 1927 Act): in the Landlord's reasonable opinion the proposed assignee (when assessed together with any proposed guarantor) is not of sufficient standing to enable it to comply with the tenant covenants in this Lease; (a) any rent or other sums due under this Lease are in arrears; (b) (C) there is a material outstanding breach of any of the Tenant's covenants under this Lease; the proposed assignee is a Group Company; (d) the proposed assignee (or any proposed guarantor) is a corporation registered in, or an individual whose usual place of abode is in a jurisdiction in which a court order obtained in England and Wales (e) Page LONLIVE\33070094.811 will not be enforced without any consideration of the merits of the case.

N/A

Extract 4 only

Finds the clause commonly entitled "Assignment of Part" which governs whether the tenant can or cannot assign part of the lease to another party. 

Alienation 3.19.1 Not to assign hold in trust nor (except pursuant to this clause 3.19) charge part with or share possession or part with or share occupation of any part or parts of the Premises.

N/A

Extract 4 only

Finds the clause commonly entitled "Assignment of Whole" which governs whether the tenant can or cannot assign certain rights and obligations to the whole of the lease to another party. 

The Tenant shall not assign the whole of this Lease without the consent of the Landlord, such consent not to be unreasonably withheld or delayed.

N/A

N/A

Finds the rights of the tenant and/or landlord to determine the lease before the end of the lease's term, and procedure to follow. Trained on English commercial property leases.

The Tenant may terminate this Lease on any Break Date by serving written notice on the Landlord not less than three months before the relevant Break Date and then this Lease will end on the relevant Break Date, but without prejudice to any rights or remedies that may have accrued, if 7.1.1 the Tenant has paid all the sums due to the Landlord under this Lease on or before the Break Date; and 7.1.2 the Tenant delivers vacant possession of the Premises to the Landlord on or before the Break Date.

N/A

Extract 4 only

Finds the specific date relating to when the tenant and/or landlord can exercise a break option from within the "break option date" definition.

2015-06-24 *

Tenant may terminate this Lease on 24 June 2015 (the Break Date)

Position 1 in the break option chain

N/A

Finds the date when the tenant and/or landlord can exercise a break option. Trained on English commercial property leases.

The Tenant may terminate this Lease on the second anniversary of the Term Commencement Date (Termination Date)

N/A

Position 2 in the break option chain

Extract 4 only

Finds the specific period of time for which the lease is initially granted.

10 years

3.1 The Landlord with full title guarantee lets the Property to the Tenant for a term of 10 years commencing on and including the Term Commencement Date (subject to a Tenant’s right to break in accordance with clause 30)

Position 1 in the contractual term chain

N/A

Finds the time period for which a lease is initially granted. Trained on English commercial property leases.

Contractual Term: a term of years beginning on and including 1st April 2019 and ending on and including 1st April 2144.

N/A

Position 2 in the contractual term chain

Extract 4 only

Finds the specific date of a Commercial Property Leases execution from within the clause or statement that defines the execution date of the lease.

2021-01-11 *

THIS LEASE is dated 11 January 2021

Position 1 in the Date of agreement chain

N/A

Finds the lease's date on the agreement date line. Trained on English commercial property leases. Not trained on the date in Land Registry prescribed clauses or particulars. 

This lease is dated 30th April 2018.

N/A

Position 2 in the Date of agreement chain

N/A

Finds the whole clause pertaining to the governing law of the agreement.

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.

N/A

Position 2 in the Governing law chain

N/A

Finds the specific name of the governing law of the agreement.

England and Wales *

The validity, construction and performance of this Lease and any non-contractual obligations arising out of or in connection with it (and any claim, dispute or matter arising under or in connection with this Lease or such obligations, or the enforceability of, or the legal relationships established by this Lease or such obligations) shall be governed by and construed in accordance with the law of England and Wales.

Position 1 in the Governing law chain

N/A

Finds the right of a tenant to share occupation of the premises with third parties in the same corporate structure. Trained on English commercial property leases.

The Tenant may share occupation of the Property with any company that is a member of the same group (within the meaning of section 42 of the LTA 1954) as the Tenant for as long as that company remains within that group and provided that no relationship of landlord and tenant is established by that arrangement

N/A

N/A

Finds any type of indemnity given by one party to another, including the type of loss and protocols for enforcing.

As soon as the Tenant becomes aware of any defect in the Property, it shall give the Landlord notice of it. The Tenant shall indemnify the Landlord against any liability under the Defective Premises Act 1972 in relation to the Property by reason of any failure of the Tenant to comply with any of the tenant covenants in this lease.

N/A

Extract 4 only

Finds the rental amount that the tenant must pay to the landlord from within the initial rent definition or the clause commonly entitled "Rent" or "Initial Rent".

375000 £ *

Annual Rent £375,000 a year (subject to review in accordance with Schedule 3);

Position 1 in the Initial Rent chain

N/A

Finds the amount the tenant must pay as an initial rent. Trained on English commercial property leases.

Annual Rent: rent at an initial rate of £13,500.00 per annum and then as revised pursuant to this lease and any interim rent determined under the LTA 1954.

N/A

Position 2 in the Initial Rent chain

N/A

Finds the whole clause identifying the courts with the power to hear a dispute.

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).

N/A

Position 2 in the Jurisdiction chain

N/A

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).

Position 1 in the Jurisdiction chain

N/A

Finds provisions on how general notices should be served upon a party and permissible forms of communication.

33. Notices, consents and approvals 33.1 A notice given under or in connection with this lease shall be: (a) in writing unless this lease expressly states otherwise and for the purposes of this clause an e-mail is not in writing; or (b) 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. 33.2 If a notice is given in accordance with clause 33.1, it shall be deemed to have been received: (a) if delivered by hand, at the time the notice is left at the proper address; or (b) if sent by pre-paid first-class post or other next working day delivery service, on the second working day after posting....

N/A

Extract 4 only

Name: WILTSHIRE COUNCIL of | Definition: (Landlord) | Number: | Address: Bythesea Road, Trowbridge, Wiltshire, BA14 8JN

Name: KALVISTA PHARMACEUTICALS LIMITED | Definition: (Tenant)| Number: 07543947 | Address: Building 227, Tetricus Science Park, Porton Down, Salisbury, Wiltshire SP4 0JQ 

Parties (1) WILTSHIRE COUNCIL of Bythesea Road, Trowbridge, Wiltshire, BA14 8JN (Landlord). (2) KALVISTA PHARMACEUTICALS LIMITED incorporated and registered in England and Wales with company number 07543947 whose registered office is at Building 227, Tetricus Science Park, Porton Down, Salisbury, Wiltshire SP4 0JQ (Tenant).

N/A

Finds the definition of Permitted Use, "Permitted User", "Authorised Use". Trained on English commercial property leases.

1.16 Permitted User The retailing and provision of financial and banking advice services and products and advice services and products sold or dispensed by a retail bank and all ancillary services products or items related thereto and any use within class A2 of the schedule to the Town & Country Planning (Use Classes) Order 1987 (to which Clause 2.6 shall not apply)

N/A

N/A

Finds a full description of the property, including address and parts that are, or are not, included. Trained on English commercial property leases.

"the Premises" means the part of the Building known as part second floor offices Redwood House 854 Salsbury Way and shown edged red on the plan marked “A” annexed (“Plan ‘A’”) including:- 1.16.1 the inner half severed medially of any non load-bearing wall which . surrounds it 1.16.2 the entirety of all non load-bearing walls and columns wholly within it 1.16.3 the floor and ceiling finishes (but not any other part) of the floor slabs _and ceiling slabs which divide them from any adjoining part of the Building 1.16.4 the internal plaster surfaces and finishes of all load-bearing walls and columns but not any other part of such walls and columns 1.16.5 all internal window frames window glass window furniture doors door frames and door furniture 1.16.6 all Landlord's fixtures and fittings plant machinery apparatus and equipment now or at any time installed in the future 1.16.7 all additions alterations and improvements made from time to time 1.16.8 the Conduits exclusively serving and within it and any reference in this Lease to "the Premises" shall include any part of the Premises

N/A

N/A

Finds provisions on tenant's obligations to pay principal rent, amounts, and periodic instalments. Trained on English commercial property leases.

Subject to clauses 5.2 to 5.4 below, the Tenant shall pay the Annual Rent and any VAT in respect of it by four equal instalments in advance on or before the Rent Payment Dates. 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. 5.2 The first instalment of the Annual Rent and any VAT in respect of it shall be made on the date of this lease and shall be a full quarter’s rent (notwithstanding that there may be less than a full quarter remaining until the next Rent Payment Date). 8 No Annual Rent shall be payable during the Rent Free Period. 5.3 5.4 On December 12th 2012, the Tenant shall pay to the Landlord the proportion of the Annual Rent, calculated on a daily basis, payable in respect of the period from December 12th 2012 to the day before the next Rent Payment Date.

N/A

N/A

Finds all the provisions on rent review, such as basis, assumptions, disregards, conditions on the survey process etc. Trained on English commercial property leases.

ormula The Landlord or the Tenant shall be entitled by notice in writing given to the other at any time before or after each Review Date to call for a review of the rent and from the Review Date the rent shall be greater of: (i) such revised rent as may be ascertained applying the provisions of this schedule; or (ii) the rent payable immediately prior to the Review Date (or which would then be payable but for abatement or suspension of the rent or restriction on the right to collect it). 2. Assumptions and disregards 2.1 The revised rent applicable from any Review Date may be agreed at any time between the Landlord and the Tenant or (in the absence of agreement) determined not earlier than the relevant Review Date by an independent third party (acting as an arbitrator) ("the Arbitrator") the Arbitrator to be nominated in the absence of agreement by or on behalf of the President for the time being of the Royal Institution of Chartered Surveyors on the application of the Landlord or the Tenant being a person qualified and with at least 10 years experience and reasonable knowledge of the local rental marketplace for properties of this type made not earlier than six (6) months before or at any time after the relevant Review Date and so that in the case of such determination the revised rent to be awarded by the Arbitrator shall be such as s/he shall decide is the open market rental that should apply being the yearly rent which might reasonably be demanded at the relevant Review Date on the open market for the Property as a whole on the terms of this Lease (other than the amount of rent but including like provisions for rent review) for the unexpired residue of the Term from but starting on the relevant Review Date subject to any sub-lettings in place at that time and on the basis of the following assumptions and disregards. 2.2 On the Review Date is shall be assumed that: 2.2.1 the Property is available to be let by a willing Landlord to a willing Tenant on the open market without a premium but with vacant possession; 2.2.2 that the covenants contained in this Lease on the part of the Landlord and the Tenant have been fully performed and observed. 2.3 On the Review Date the following points shall be disregarded: 2.3.1 those matters set out in paragraphs (a) (b) and (c) of section 34 of Landlord and Tenant Act 1954 2.3.2 (So far as is permitted by law) all restrictions whatsoever relating to rent or to security of tenure contained in any statute or orders or rules or regulations thereunder and any directions thereby relating to any method of determination of rent 3. Provisos It is further provided in relation to the revised rent that when the amount of any rent to be ascertained as provided in this schedule shall have been so ascertained memoranda of it shall be signed by or on behalf the Landlord and the Tenant and annexed to this Lease and counterpart of it and the parties shall bear their own costs in respect of it. 4. Arrangements Pending Revised Rent 4.1 If the revised rent payable from any Review Date has not been ascertained by the relevant Review Date the then current rent will continue to be payable on account of the rent from that Review Date. 4.2 If the revised rent payable from any Review Date has not been ascertained by the relevant Review Date then immediately after the date it has been agreed or upon which the Arbitrator's determination is published to the Tenant the Tenant must pay to the Landlord: 4.2.1 any shortfall between the rent which would have been paid if the revised rent had been ascertained by the relevant Review Date and the payments made on account; and 4.2.2 interest at the base lending rate of National Westminster Bank Pic on the shortfall between the amount that would have been paid if the revised rent had been ascertained by the relevant Review Date and the payments made on account for the period beginning on the day upon which each instalment was due and ending on the day on which payment of the shortfall is made. 5. Rent Increase Prevented 5.1 If at any Review Date statute restricts the Landlord's right to review rent or recover any increase the Landlord may within six (6) months of the restrictions removal give the Tenant at least one month's written notice invoking paragraph 5.2. 5.2 On the service of a notice under paragraph 5.1 the Landlord can: 5.2.1 proceed with any review prevented or further review the rent in any review where the Landlord's right was restricted or modified and the date specified in the notice is to be treated as a Review Date but this does not vary any subsequent Review Date; 5.2.2 recover any resulting increase in rent with effect from the earliest date permitted by law. 6. General It is further provided in relation to the revised rent as follows: 6.1 The fees and expenses of the Arbitrator including the costs of his appointment shall be borne by the Landlord and the Tenant in accordance with the Arbitrator's determination and otherwise each shall bear their own costs. 6.2 The Arbitrator shall afford to each of the parties an opportunity to make representations and counter-representations to him and the Arbitrator shall give due consideration to such representations and counter¬ representations in reaching his determination. 6.3 If the Arbitrator shall die delay or become unwilling or incapable of acting or if for any other reason the President for the time being of the Royal Institution of Chartered Surveyors or the person acting on his behalf shall in his absolute discretion think fit he may by writing discharge the Arbitrator and appoint another in his place. 6.4 In respect of any time limits for service of notice and other actions under this schedule time shall not be of the essence (but this shall not affect the dates of Review Dates which shall be as defined in this Lease)

N/A

N/A

Finds the dates or trigger for when the rent amount will be reviewed. Trained on English commercial property leases.

Review Date: 12th of March 2017 and every fifth anniversary of that date.

N/A

Position 2 in the Rent Review chain

N/A

2017-03-12

Review Date: 12th of March 2017 and every fifth anniversary of that date.

Position 1 in the Rent Review chain

N/A

Finds the provisions on whether the tenant can charge the whole or part of their interest in the lease. Trained on English commercial property leases.

3.12 Alienation Unless expressly permitted to do so by this Lease, not to assign, underlet, charge, part with or share possession or occupation of this Lease or the whole or part of the Premises nor hold this Lease on trust for any person.

N/A

N/A

Finds the declaration that explicitly includes/excludes the tenant's statutory right to security of tenure (Landlord and Tenant Act 1954 s24 – 28). Trained on English commercial property leases.

8.1 Pursuant to Section 38A(1) of the Landlord and Tenant Act 1954 ("1954 Act") the Landlord and Tenant agree that the provisions of Sections 24 to 28 (inclusive) of the 1954 shall be excluded in relation to the tenancy created by this lease. 8.2 The Landlord and Tenant agree and declare that before the date of this lease: (a) a notice in the form set out in Schedule 1 to the Regulatory Reform (Business Tenancies) (England and Wales) Order 2003 ("2003 Order") which applies to this Lease was served by the Landlord on the Tenant on 20/02/2017 ; (the "Notice")...

N/A

Extract 4 only

Finds the clause commonly entitled "Sublet of Part" or "Underlease of Part" which governs whether the tenant can or cannot sublet part of the premises to another party.

17.2 The Tenant shall not underlet part only of the Property.

N/A

Extract 4 only

Finds the clause commonly entitled "Sublet of Whole" or "Underlease of Whole" which governs whether the tenant can or cannot sublet all of the premises to another party.

17.1 The Tenant shall not underlet the whole 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.

N/A

Extract 4 only

Finds the specific date for the start of the lease term from within definition of 'term commencement date'.

2021-11-18 *

"Term Commencement Date" means 18 November 2021;

Position 1 in the Term Commencement date chain

N/A

Finds the date when the term of the lease will begin. Trained on English commercial property leases.

"Term Commencement means 12 November 2014

N/A

Position 2 in the Term Commencement date chain

Extract 4 only

Finds the date on which the lease will terminate, from within the term or termination clause of the agreement.

2026-01-11 *

Contractual Term: a term of five years beginning on the date of this lease and expiring on and including 11 January 2026.

Position 1 in the Termination date chain

Extract 4 only

Finds the date on which the term of the lease will end. Trained on English commercial property leases.

"Termination Date" means the date of expiration or sooner determination of the Term

N/A

Position 2 in the Termination date chain

N/A

Finds the purposes for which the property can and cannot be used and, permitted or prohibited conduct on the property. Trained on English commercial property leases.

The Tenant shall not use the Property for any purpose other than the Permitted Use. 26.2 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, nuisance or inconvenience to the Landlord, the other tenants or occupiers of the Lettable Units or any owner or occupier of neighbouring property. 26.3 The Tenant shall not overload any structural part of the Property nor any machinery or equipment at the Property nor any Service Media at or serving the Property.

N/A