DEED OF SUBLEASE SAMPLE

Transcription

1 DEED OF SUBLEASE GENERAL address of the premises: DATE: SUBLESSOR: SUBLESSEE: GUARANTOR: THE SUBLESSOR leases to the Sublessee and the Sublessee takes on lease the Premises and the Car Parks (if any) described in the First Schedule together with the right to use the common areas of the property for the term from the Commencement Date and at the Annual Rent (subject to review if applicable) as set out in the First Schedule. THE SUBLESSOR AND THE SUBLESSEE covenant as set out in the Second Schedule. THE GUARANTOR covenants with the Sublessor as set out in the Third Schedule. SIGNED by Sublessor * in the presence of: Witness Signature Witness Name Witness Occupation Witness Address Signature of Sublessor Signature of Sublessor * if appropriate, add: by its director(s) OR by its duly appointed attorney Note: Signing by a company please refer to the note on page 2

2 SIGNED by Sublessee * in the presence of: Signature of Sublessee Witness Signature Witness Name Witness Occupation Signature of Sublessee Witness Address SIGNED by Guarantor * in the presence of: Signature of Guarantor Witness Signature Witness Name Witness Occupation Signature of Guarantor Witness Address * if appropriate, add: by its director(s) OR by its duly appointed attorney Note: Signing by a company to ensure that this document binds the company as a deed, it must be signed in accordance with section 180 of the Companies Act If two directors sign, no witnessing is necessary. If only one director or a director and authorised signatory(ies) or attorney(ies) sign, signatures must be witnessed.

3 1. HEADLESSOR: FIRST SCHEDULE 2. PREMISES: 3. CAR PARKS: 4. TERM: 5. COMMENCEMENT DATE: 6. RIGHTS OF RENEWAL: 7. RENEWAL DATES: 8. FINAL EXPIRY DATE: 9. ANNUAL RENT: Premises $ plus GST (Subject to review if applicable) Car Parks $ plus GST TOTAL $ plus GST 10. MONTHLY RENT: $ plus GST 11. RENT PAYMENT DATES: The day of each month commencing on the day of RENT REVIEW DATES: 1. Market rent review dates: (Specify review type and insert dates for initial term, renewal dates and renewal terms. Unless dates are specified there will be no reviews. Where there is a conflict in dates, the 2. CPI rent review dates: market rent review date will apply.) 13. PROPORTION OF OUTGOINGS: % 14. DEFAULT INTEREST RATE: % per annum 15. BUSINESS USE: 16. LIMITED LIABILITY TRUSTEE: (See clause 45 of the Headlease) FURTHER TERMS (if any)

4 SECOND SCHEDULE INTERPRETATION In this Sublease unless the context requires a different interpretation: 1.1 Definitions: Authority means and includes every governmental, local, territorial and statutory authority having jurisdiction or authority over the Premises or their use; GST means Goods and Services Tax arising pursuant to the Goods and Services Tax Act 1985; Headlease means the deed of lease attached to this Sublease as the Fourth Schedule; Headlessor means the party stated as being the current Headlessor in the First Schedule; Premises includes all the Headlessors and Sublessors Fixtures and Fittings situated in the Premises; Sublease means this deed of sublease; Utilities means all utility and other services connected and/or supplied to the Premises, including water, sewage, drainage, electricity, gas, telecommunications and rubbish collection; 1.2 Defined Expressions: expressions defined in the main body of this Sublease have the defined meaning in the whole of this Sublease including the schedules; 1.3 Headings: section, clause and other headings are for ease of reference only and do not form any part of the context or affect the interpretation of this Sublease; 1.4 Joint and Several Obligations: where two or more persons are bound by a provision in this Sublease, that provision will bind those persons jointly and each of them severally; 1.5 Negative Obligations: any obligation not to do anything includes an obligation not to suffer, permit or cause that thing to be done; 1.6 Parties: references to parties are references to parties to this Sublease and include each party s executors, administrators, successors and permitted assigns; 1.7 Persons: references to persons include references to individuals, companies, partnerships, associations, trusts, government departments and local authorities in each case whether or not having separate legal personality; 1.8 Plural and Singular: where the context requires or admits, words importing the singular shall import the plural and vice versa; 1.9 Schedules: the schedules and their contents have the same effect as if set out in the body of this Sublease; 1.10 Schedule Terms: whenever words appear in this Sublease that also appear in the First Schedule then those words shall mean and include the details supplied after them in the First Schedule; 1.11 Sections, Clauses and Schedules: references to sections, clauses and the schedules are references to sections and clauses of, and the schedules to, this Sublease; and 1.12 Statutes and Regulations: references to a statute include references to regulations, orders, rules or notices made under that statute and references to a statute or regulation include references to all amendments to that statute or regulation whether by subsequent statute or otherwise. RENT 2.1 Payment: The Sublessee must pay: (1) Rent: the Annual Rent to the Sublessor by equal calendar monthly instalments in advance, commencing on the Commencement Date; (2) Payment: the Annual Rent by way of automatic bank payment or in any other manner which the Sublessor directs; and (3) No Set-Off or Deductions: all instalments of the Annual Rent in full without any set-off or deduction and without the necessity of any demand by the Sublessor. RENT REVIEW 3.1 Process: The Annual Rent is subject to review on the Rent Review Dates using the applicable process set out in the Headlease. RIGHT OF RENEWAL 4.1 If the Sublessee has given to the Sublessor written notice to renew this Sublease not less than four calendar months before the end of the current term of this Sublease and is not at the date of the giving of such notice in breach of this Sublease (including any maintenance obligations) then the Sublessor will at the Sublessee s cost: (1) Exercise Renewal in Headlease: exercise any right of renewal contained in the Headlease if required to permit the Sublease to be renewed.

5 (2) Renew Sublease: subject to the Sublessor obtaining a further lease of the Premises, grant a new Sublease for a further term from the Renewal Date as follows: (a) If a Renewal Date is a rent review date the Annual Rent shall be agreed upon or failing agreement shall be determined in accordance with clause 3.1 unless the annual rent is agreed for a market rent review. (b) Subject to paragraph (a), the new Sublease shall be upon and subject to the covenants and agreements expressed and implied in this deed except that the term of this Sublease plus all further terms shall expire on or before the Final Expiry Date. (c) The Annual Rent shall be subject to review during the term of the new Sublease on the Rent Review Dates. (d) The Sublessor as a condition of granting a new Sublease shall be entitled to have the new Sublease guaranteed by any guarantor who has guaranteed this Sublease on behalf of the Sublessee who has given notice. UTILITIES AND OUTGOINGS 5.1 Utility Charges: The Sublessee must promptly pay to the relevant Authority or supplier all charges for Utilities which are separately metered or charged to the Premises. 5.2 Apportionment: The Sublessee must pay to the Sublessor on demand a fair and reasonable proportion of the charge for any Utility which is not separately metered or charged to the Premises. 5.3 Outgoings: The Sublessee must pay the Proportion of Outgoings specified in the First Schedule of the Outgoings payable by the Sublessor as lessee or as otherwise specified under the Headlease. SUBLESSEE S FURTHER COVENANTS 6.1 Headlease: The Sublessee must comply with all of the Sublessor s obligations as lessee in the Headlease (other than the covenants for payment of rent and other money in the Headlease) which are able to be performed by the Sublessee as if all those obligations were set out in this Sublease as obligations binding on the Sublessee. 6.2 Indemnity: The Sublessee shall indemnify the Sublessor against all actions, proceedings, calls, liabilities, costs, expenses, claims, demands, damages or losses on account of breach of covenant or otherwise in the Headlease which result from the Sublessee s breach of any of the Sublessee s obligations expressed or implied in this Sublease. 6.3 Notices: If the Headlessor gives to the Sublessee or leaves on the Premises any notice relating to the Premises, the Sublessee must immediately give a copy of that notice to the Sublessor. 6.4 Entry to Premises: The Sublessee must permit the Sublessor and the Headlessor to enter the Premises for any purpose that in the Sublessor s opinion is necessary to enable the Sublessor to comply with any of the Sublessor s obligations expressed or implied in the Headlease, even if this Sublease imposes that obligation on the Sublessee. 6.5 Use of Premises: The Sublessee must not carry on any business or activity on the Premises other than the Business Use. 6.6 Premises Condition Report: The Premises condition report (if completed) shall be evidence of the condition of the Premises at the commencement date of this sublease. SUBLESSOR S COVENANTS 7.1 Provided the Sublessee is not in breach of any of the Sublessee s obligations in this Sublease, the Sublessor must: (1) Pay Rent: pay the rent and other money payable under the Headlease when due. (2) Quiet Enjoyment: permit the Sublessee to occupy and enjoy the Premises during the Term without any interruption or disturbance by the Sublessor or any person claiming under the Sublessor except as authorised under this Sublease or the Headlease. (3) Rights and Remedies: exercise all rights and remedies which the Sublessor may have under the Headlease to require the Headlessor to observe and perform the Headlessor s covenants in the Headlease. (4) Observe Covenants: comply with all of the obligations in the Headlease which are binding on the Sublessor as lessee. HEADLEASE 8.1 Application of Headlease Terms: Unless inconsistent with the express terms of this Sublease, all the terms of the Headlease apply with the necessary changes to this Sublease as if: (1) Terms Set Out: the Headlease terms were set out in this Sublease. (2) Parties Same: the Lessor and the Lessee under the Headlease were the Sublessor and the Sublessee under this Sublease. 8.2 Sublessor s Obligations: If the Sublessor cannot practically perform any obligation of the Headlessor under the Headlease for the purposes of this Sublease, then the Sublessor s corresponding obligation under this Sublease will be interpreted only as an obligation to take all reasonable steps to require the Headlessor to carry out the Headlessor s relevant obligation under the Headlease. 8.3 Where under this Sublease the Sublessor s consent is required for anything done or proposed to be done by the Sublessee, then the Headlessor s prior consent will also be required.

6 THIRD SCHEDULE GUARANTEE IN CONSIDERATION of the Sublessor entering into this Sublease at the Guarantor s request the Guarantor: (a) (b) Guarantees payment of the rent and the performance by the Sublessee of the covenants in the Sublease. Indemnifies the Sublessor against any loss the Sublessor might suffer should the Sublease be lawfully disclaimed or abandoned by any liquidator, receiver or other person. THE GUARANTOR covenants with the Sublessor that: 1. No release delay or other indulgence given by the Sublessor to the Sublessee or to the Sublessee s successors or assigns or any other thing by which the Guarantor would have been released had the Guarantor been merely a surety shall release prejudice or affect the liability of the Guarantor as a guarantor or as indemnifier. 2. As between the Guarantor and the Sublessor the Guarantor may for all purposes be treated as the Sublessee and the Sublessor shall be under no obligation to take proceedings against the Sublessee before taking proceedings against the Guarantor. 3. The guarantee and indemnity is for the benefit of and may be enforced by any person entitled for the time being to receive the rent. 4. An assignment of the Sublease and any rent review in accordance with the Sublease shall not release the Guarantor from liability. 5. Should there be more than one Guarantor their liability under this guarantee and indemnity shall be joint and several. 6. The Guarantee and indemnity shall extend to any holding over by the Sublessee.

7 FOURTH SCHEDULE HEADLEASE

8 HEADLESSOR S CONSENT The Headlessor, consents to the attached Deed of Sublease, but without prejudice to the Headlessor s rights, powers and remedies under the Headlease. DATED this day of SIGNED by Headlessor * in the presence of: Witness Signature Witness Name Witness Occupation Witness Address * if appropriate, add: Signature of Headlessor Signature of Headlessor by its director(s) OR by its duly appointed attorney Note: Signing by a company please refer to the note on page 2

9 Dated Between Sublessor and Sublessee and Guarantor DEED OF SUBLEASE General address of the premises: Sublessor s Lawyer: Sublessee s Lawyer: AUCKLAND DISTRICT LAW SOCIETY INC REF 4037