OFFICER'S CERTIFICATE
MARCH 30, 1999
__________________________
The undersigned, Avi Basher, hereby certifies as follows:
(a) I am the duly elected, qualified, acting and incumbent Vice
President of Finance, Chief Financial Officer and Secretary of DSP Group, Inc.
(the "Company").
(b) Attached hereto is an English translation of a Lease Contract,
dated as of September 13, 1998, by and between Bayside Land Corporation Ltd. and
DSP Semiconductors, Ltd.
(c) To my knowledge, such translation is a fair and accurate
translation as required under Rule 306 of Regulation S-T promulgated by the
Securities and Exchange Commission.
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate
on behalf of the Company as of the date first written above.
DSP GROUP, INC.
/s/ Avi Basher
--------------------------------------------------
Avi Basher, Vice President of Finance,
Chief Financial Officer and Secretary
LEASE AGREEMENT
DRAWN UP AND SIGNED IN HAIFA ON SEPTEMBER 13TH 1998
BETWEEN
BAYSIDE LAND CORPORATION LTD.
Of 24 Haprasim St., Haifa
(hereinafter: "The Lessor")
AND
DSP GROUP LTD.
Company No. 51-135472-2
Of 5 Shenkar St., Herzlia Pituach
(hereinafter: "The Lessee")
WHEREAS, the Lessor is the holder of lease rights in a real-estate property,
known as Parcels 57 and 73 in Block 6592 (hereinafter: "The Plot"), located
on Shenkar Street in Herzlia Pituach, all as appearing on the map and in
the Land Extract, enclosed with this Contract, as Appendices A and C;
AND WHEREAS, the Lessor, inter alia, erects several constructions on the Plot,
which would be referred to as the Bayside (Gav Yam) Center, among them, the
Lessor constructs, as per a construction permit that was lawfully issued, a
construction on a gross area of approx. 22,500 sq. mtrs., known as
Construction No. 2 (hereinafter: "The Construction") and which is intended
for lease, all as appearing on the map, Appendix A, and in the Technical
Specification, Appendix D;
AND WHEREAS, the Lessor prepared a detailed planning of the Construction
(hereinafter: "The Planning");
AND WHEREAS, the Lessee declares and approves, that the aforementioned Planning
is appropriate for its requirements and it is interested in leasing part of
the Construction in an inclusive area of approx. 590 sq. mtrs. for the
purpose stated in this Contract;
AND WHEREAS, the Lessor declares, that it agrees to lease part of the
Construction to the Lessee in accordance with that stated in this Contract;
Therefore, it has been declared and agreed between the parties, as follows:
1. GENERAL
1.1 The preamble to this Contract constitutes an integral part thereof.
1.2 This Lease Contract includes a map - Appendix A, plans of the
leased - Appendix B, Land Extract - Appendix C, Technical Specification -
Appendix D, Insurance Appendix - Appendix E, the Parking Lot Contract -
Appendix G, the Electricity Appendix - Appendix H, Bank Guarantee Appendix,
Appendix I.
In order to remove any doubt, it is hereby clarified that in any event of
discrepancy between the provisions of this Contract and the provisions of
the Appendices, the provisions which are less favorable to the Lessee shall
supersede.
1.3 Wherever an amount in Dollars is mentioned in this Contract it is
only made for purposes of convenience and it lacks any legal validity, for
the amounts indicated in Dollars shall be translated to the Shekel upon the
signing of the Agreement, in accordance with the representative rate of the
Dollar, known upon the signing of the Contract, i.e. 3.80 Shekel per United
States Dollar.
2. HEADINGS
The headings of the Sections were inserted for purposes of ease of reading
alone and should not be used for their interpretation.
3. INTERPRETATION
Without prejudice to other definitions, specified in this Contract, the
following terms shall be interpreted in accordance with that stated
alongside them, as follows:
3.1 "The Leased" - part of the Construction in an area of approx. 590
sq. mtrs. on the first story - +6.00 of the Construction, including the
equipment and the fixtures installed therein, all as marked yellow in
Appendix B.
In order to remove any doubt, The area leased as specified above also
includes a relative part of the entrance lobby to the joint construction
for all the office stories of the Construction and also story's public
areas, all in an inclusive area of approx. 94 sq. mtrs.
3.2 "Delivery" - placing the Leased at the possession of the Lessee, as
it is in a reasonable usable condition for the purposes of the Lessee, all
in accordance with the conditions of the Contract.
3.3 "The Inspector" - Mr. Menasha Friedman or any person from another
inspecting office, replacing him, all in accordance with the determination
of the Lessor.
4. THE LEASE AND THE PERIOD OF THE LEASE
4.1 4.1.1 Subject to that stated herebelow, the Lessor leases to the
Lessee and the Lessee leases the Leased from the Lessor for the objectives
of the lease, as stated in Section 7 herebelow, for a five year period and
according to the other conditions of this Contract.
4.1.2 Without prejudice to that stated above, the Lessee shall
have an option to extend the lease period for an additional five year
period (hereinafter: "The Option Period") so long as it would pass an early
notice in writing to the Lessor, at least nine months prior to the
completion of the lease period.
4.2 The lease period shall commence upon the delivery date of the
Leased to the Lessee, i.e. December 1st 1998 (hereinafter: "The Delivery
Date") so long as the Lessee fulfilled all its obligations in accordance
with this Contract.
4.3 The parties agree, that in one or more of the events, specified
herebelow, the Delivery Date shall be extended and such a delay shall not
be regarded as breach of this Agreement.
4.3.1 In the event of a delay with the delivery of the Leased
and/or placing the Leased in the possession of the Lessee, as specified in
Section 5 herebelow, in consequence of a force majeure and also in
consequence of actions and/or instructions and/or orders and/or omissions
of competent authorities, which are not as a result of the conduct of the
Lessor and/or general strikes in the construction sector, including all its
sub-sectors and also due to any cause and/or circumstances which are not in
control of the Lessor.
4.3.2 In the event of a delay with the delivery of the Leased to
the Lessee, caused as a result of changes made in the Leased according to
the requirement of the Lessee and/or work made in the Leased by the Lessee
and/or anyone on its behalf, but excluding finish works, according to their
definition in Section 6.2 herebelow.
4.3.3 The parties agree, that the Inspector shall have the
singular and exclusive authority to determine whether the conditions stated
in Sub-Sections 4.3.1 and 4.3.2 above are met and also what is the
extension of the Delivery Date in consequence thereof. The determinations
of the Inspector shall be final decisive and obligatory.
5. RECEIPT OF THE LEASED
5.1 The Lessee hereby declares, that it has examined and approved the
plans of the Leased, Appendix B, and the Technical Specification, Appendix
B, and it found them to be appropriate and suitable for the purpose of the
lease, as per this Contract, and it is obligated to receive possession of
the Leased upon the Delivery Date, on condition that the Inspector issued
the approval, stated herebelow.
The Lessor is hereby obligated, that upon the Delivery Date the finish
works will be completed, as stated in Section 6.2 herebelow, the central
systems of sewage, air-conditioning and lifts shall be operating in the
Construction, and also that the Leased will receive regular supply of
electricity, water and telephone feed infrastructure at end points,
according to the Technical Specification and the specifications of the
finish works (hereinafter: "The Systems"). Upon the Delivery Date of
possession of the Leased to the Lessee, as stated above, a visit to the
Leased shall be carried out in the presence of the representative of the
Lessor, the representative of the Lessee and the Inspector, in the
framework of which the Inspector shall approve, that the Leased was built
in accordance with the plans and the Technical Specification, and a
technical protocol, specifying the required works for performance and the
repairs, if any, shall be prepared. The technical protocol shall be signed
by the representatives of the Lessor and the Lessee and it shall serve as a
preponderant evidence with regard to the condition of the Leased upon the
Delivery Date.
5.2 In any event, the determination of the Inspector, that the Leased
is ready for delivery in accordance with the conditions of the Contract and
its Appendices, shall be final, absolute and obligating for the purpose of
this Agreement.
5.3 In order to remove any doubt, the Lessee hereby declares that it
was informed that upon the Delivery Date of the Leased, the Lessor shall
still be working on the performance of the finish works in the Construction
and/or in other leaseds of other lessees in the Construction and the Lessee
shall not
have any contention and/or claim toward the Lessor in this respect, so long
as there will not be interference with the reasonable use of the Leased by
the Lessee.
6. THE LEASED - TECHNICAL DESCRIPTION AND CHANGES, FINISH WORKS, COMPLETIONS
AND SUPPLEMENTS
6.1 The Leased and the Construction, including all their elements,
shall be built and completed in accordance with the plans, Appendix B, and
the Technical Specification, Appendix D, including the changes made in it
in accordance with the discretion of the Lessor, with the exception of
essential changes, as per the final and absolute decision of the Inspector,
made in the agreement of the Lessee. Deviation in a rate of up to 2%
between the planning and the actual condition shall not be regarded as an
essential change. The Leased, including all its elements, shall be built of
good materials by means of a professional manpower.
6.2 In light of the request of the Lessee, that the Lessor shall carry
out the finish works in the Leased (hereinafter: "The Finish Works") prior
to the Delivery Date to the Lessee, it was agreed between the parties as
follows:
6.2.1 Until September 18th 1998, the Lessee shall pass to the
Lessor all the technical material, required for the issuance of a tender
pursuant to the performance of the Finish Works, which would be approved in
advance by the Lessor, including the technical specifications, the work
plans and letters of quantities.
6.2.2 The planning of the Finish Works shall be carried out by the
Architect Ilan Eldar for the Lessee, as his fee is paid by the Lessor.
Architect Eldar will be entitled to hire additional consultants pursuant to
the performance of his work. The identity of the consultants shall be
approved by the Lessor and their fee shall be paid by it.
6.2.3 The planning of the Finish Works shall be made in
coordination with the Lessor and will require the approval of the Lessor.
6.2.4 In addition to the cost of the Finish Works, the Lessee will
pay to the Lessor 5% of the cost of the Finish Works, management moneys and
also 3% of the fee of the Inspector.
6.2.5 The Lessor shall issue a tender for the receipt of proposals
for the performance of the Finish Works, as a single set, and the winner of
the tender shall be chosen by a joint tender committee of the Lessor and
the Lessee, consisting of one representative of each party.
6.2.6 The Lessor shall commit in a contract with the winner of the
tender (hereinafter: "The Finish Works Contractor").
6.2.7 The Lessee is obligated to pay to the Lessor each and every
invoice, that the Lessor shall approve for payment to the Finish Works
Contractor, that being upon the payment date of the invoice to the Finish
Works Contractor, no payment shall be made without such deviation being
approved in advance by the Lessee.
6.2.8 For the assurance of the payments to the Finish Works
Contractor, as stated in Section 6.2.7 above, the Lessee shall furnish the
Lessor with an index linked financial bank guarantee, according to 25% of
the amount of the proposal of the Finish Works Contractor.
6.2.9 In order to remove any doubt, the Lessee is obligated to pay
to the Lessor all the costs of the performance of the Finish Works,
including work and materials, whether they are paid by the Lessor to the
Finish Works Contractor or paid directly by him to any other organization,
so long as any deviation from the conditions of the original proposal of
the Finish Works Contractor shall require the early approval of the Lessee.
6.2.10 The Lessor shall be liable towards the Lessor in all matters
pertaining to the quality of the performance of the Finish Works, that
being for a one year period from the Delivery Date, and the provisions of
Section
5.1 with respect to the delivery of the Leased shall apply to the delivery
of the Finish Works.
6.2.11 In any event of a delay with the performance of the Finish
Works, caused in consequence of an action or an omission of the Lessee or
anyone on its behalf, including a delay with the performance of the
planning and including a delay in the delivery of documents, as stated in
Section 6.2.1 above - it will not effect the date of receipt of the Leased,
the Delivery Date, and the obligation of the Lessee to pay the lease moneys
to the Lessor as from the Delivery Date, according to its definition in
Section 4.2 above.
6.3 The parties further agree, that any supplement or addition made in
the Leased at the expense of the Lessee will become the property of the
Lessor, that being to the extent that the addition or the change
corresponds with the definition of fixtures, according to their definition
in the Land Law, 5729 - 1969. In the event, that the change or the
supplement does not correspond with the definition of fixtures it will be
regarded as the property of the Lessee and the Lessee will be entitled to
remove and/or disassemble it upon the completion of the lease period, so
long as the Leased is returned in good condition worthy for immediate
leasing.
In order to remove any doubt, the provisions of this Section shall not
apply to movable partitions or to movable furniture. In order to remove any
doubt, in any event where the Lessee chooses not to remove and/or
disassemble the supplement or the change, which does not correspond with
the definition of a fixture, the Lessee will not be entitled to require and
receive from the Lessor any consideration for it.
6.4 The Lessee hereby declares, that it has been brought to its
knowledge, that additional constructions, adjacent and nearby the
Construction, will be built by the Lessor and/or anyone on its behalf, and
it
hereby relinquishes any contention and/or claim toward the Lessor in this
matter or anything deriving therefrom.
Furthermore, the Lessor is hereby obligated that the construction of the
additional constructions, as stated above, shall not interfere with the
access to the Leased, and that the aforementioned construction work shall
be carried out in such a manner as to allow reasonable use of the Leased.
7. PURPOSE OF THE LEASE
The purpose of the lease is for the planning and development of Hi-Tech
products and also for management activity, laboratories and marketing in
the field of computers alone, and the Lessee is obligated to use the Leased
solely for this purpose (hereinafter: "The Purpose of the Lease").
8. LEASE MONEYS
8.1 8.1.1 For offices - NIS 31,388 per month (an amount in Shekel
equivalent to US $8,260 per month) (hereinafter: "The Basic Lease Moneys").
8.1.2 For parking places - as specified in Section 14a herebelow
and in the Parking Lot Management Contract, Appendix G.
8.1.3 Maintenance moneys for the Leased - as stated in Section 20
herebelow.
8.1.4 Payments for electricity, as specified in the Electricity
Appendix, Appendix H.
8.2 As from June 1st 2002, the Lease Moneys shall include a real
addition of 6% on the Lease Moneys, payable upon the commencement date of
the option had it not been for the aforementioned addition. All the other
provisions of this Contract, including the provisions of this Section 8,
shall apply accordingly to the Lease Moneys during the Option Period.
8.3 The Basic Lease Moneys shall include the addition of index linkage
differences, as specified in Section 11 herebelow.
The index, that was published on August 15th 1998 (156.3 points) is
determined as the basic index for the purpose of this Contract
(hereinafter: "The Basic Index").
8.4 The Lessee is obligated to pay to the Lessor the Basic Lease Moneys
together with linkage differences, accrued on them, and together with VAT
for the entire lease period, as follows:
8.4.1 The Lease Moneys for the first three months of the lease in
the amount of NIS 94,164 (an amount in NIS equivalent to US $24,780) will
be paid by the Lessee to the Lessor in the stand of signing this Contract.
The remaining Lease Moneys will be paid according to three - month payments
for each period in advance, that being on the first day of each and every
three month period.
8.4.2 Payments of the Lease Moneys, as stated above, shall be paid
by way of a bank transfer from the account of the Lessee to the account of
the Lessor.
8.4.3 Payment of the Lease Moneys shall be updated, as specified
in Section 11.
8.4.4 The Lessee hereby waives the requirement, if any, for the
giving of an early notice or requirement for the payment of the Lease
Moneys.
9. SHAREHOLDERS
9.1 The Lessee hereby declares, that the DSP Group Inc. (hereinafter:
"DSP Group") is the shareholder in control of it.
9.2 The Lessee is hereby obligated to bring about, that its shareholder
in control, DSP Group, at the stand of signing this Contract, shall
guarantee to
all the obligations of the Lessee toward the Lessor in accordance with the
conditions of this Contract, including all its Appendices.
9.3 The Lessee is obligated, that during the lease period no changes,
whether directly or indirectly, shall be made in the holding of the shares
by DSP Group in such a manner, that the holding of the shares of DSP Group
in the Lessee shall decrease below 51%, unless the early explicit approval
in writing of the Lessor was given to that effect.
Notwithstanding that stated above, it is agreed, that the Lessee shall not
require the agreement of the Lessor for a change of holdings as stated,
should it furnish the Lessor with a bank guarantee according to a
sufficient amount to the satisfaction of the Lessor.
10. INAPPLICABILITY OF THE TENANT'S PROTECTION LAW
10.1 The Lessee hereby declares and approves as follows:
10.1.1 The protection of tenants in accordance with the Tenant's
Protection Law (Combined Version), 5752 - 1972, or according to any other
Law, shall not apply to this lease.
10.1.2 The Lessor did not receive any payment of key moneys or any
other consideration whatsoever, whether directly or indirectly, in
connection with this lease.
10.1.3 Upon the commencement of this lease, there was no tenant in
the Leased, being lawfully entitled to hold it.
The Lessee hereby declares and approves, that its expenses and investments
in the preparation of the changes in the Leased, the additions and/or
renovations and/or participation in expenses or in any other investment
pursuant to the adjustment of the Leased to its purposes shall in no way be
regarded as key moneys of any kind whatsoever and shall not confer the
Lessee any right whatsoever, and these investments shall not alter that
stated above in
accordance with which the leased is not under any of the tenant's
protection laws.
11. LINKAGE
11.1 For the purpose of this Lease Contract:
Index - The Consumer Price Index (including fruits and vegetables)
published by the Central Bureau of Statistics, including same index if it
is published by another governmental organization and also any official
index replacing it, whether such index is based on same data as the index
prevailing upon the signing of this Agreement or not. In the event, that
there will be another index, the ratio between the indexes shall be
according to the determination of the Central Bureau of Statistics or
according to another official organization replacing the Central Bureau of
Statistics.
In the event, that the ratio between the indexes is not determined, as
stated above, the ratio shall be determined by the economical department of
Bank Leumi of Israel Ltd. (at the expense of the Lessee and the Lessor in
equal parts).
11.2 The Basic Lease Moneys and all the amounts indicated in Shekels in
this Agreement shall be linked to the increase of the index, according to
its definition above. In the event, that upon the payment date of any part
of the Lease Moneys (hereinafter: "The Determining Date") the index
recently published prior to the Determining Date (hereinafter: "The New
Index") is higher in comparison to the Basic Index, the Lessee is obligated
to pay to the Lessor same payments of Basic Lease Moneys, as they are
relatively increased, as per the increase of the New Index in comparison to
the Basic Index.
The aforementioned calculated additions above the Basic Lease Moneys shall
be referred to in this Contract, as "Linkage Differences".
11.3 For the purpose of the calculation of the increase in the index,
the payment date shall be regarded as the date in which the Lease Moneys
were actually paid. However, it is hereby emphasized, that this shall not
be viewed as a waiver or agreement on behalf of the Lessor with respect to
the obligation of the Lessee to pay the Lease Moneys upon the agreed dates
nor shall it be viewed as any waiver of the relieves to which the Lessor is
entitled in case of failure to pay in due time.
11.4 The Lessee is hereby obligated to pay the Linkage Differences
immediately upon the first requirement of the Lessor.
11.5 The Linkage Differences shall be regarded as Lease Moneys for each
and every purpose.
11.6 The Lessee has the right to pay the Lease Moneys for any part of
the lease period in advance and in such a case linkage on same amount shall
apply up until its actual payment.
12. ADJUSTMENT, USE, RECEIPT OF PERMITS AND ABIDANCE BY LAWS
12.1 The Lessee is obligated to use the leased solely for the purpose of
the lease, stated in Section 7 above, and not for any other purpose
whatsoever.
12.2 The Lessee hereby declares, that it had the possibility of viewing
and examining the planning condition of the Leased and the Development
and/or Lease Agreement and/or the Urban Construction Plan applying to it
and that the zoning {designation} of the Leased in accordance with that
stated above, and it is aware that any payment of any kind whatsoever,
applying to the Leased for the specific use of the Lessee - shall apply to
the Lessee.
12.3 The Lessee is hereby obligated to obtain all the permits required
by Law pursuant to the use of the Leased or any part thereof, for the
management of its enterprise in the Leased and to act according to them.
12.4 In order to remove any doubt, the Lessee hereby declares, that it
shall not have any contentions toward the Lessor with regard to the
possibilities to use the Leased, and that it is aware that the Lessor shall
not bear any liability whatsoever for the receipt of whatever permits,
required for the management of the enterprise of the Lessee in the Leased
or for the adjustment of the Leased in accordance with the instructions of
any competent authority in connection with the giving of a permit, as
above.
That stated above shall not derogate from the basic obligation of the
Lessor to build and to complete the Leased in accordance with a lawful
construction permit and to meet all the provisions of the Law with respect
to the completion of the Leased and its populating.
12.5 The Lessee is obligated to abide by any Law and to act in
accordance with the provisions of any permit, applying to the Leased and/or
any part thereof and to avoid any action or omission, that may impose any
liability whatsoever on the Lessor toward any person or property.
12.6 The Lessor hereby declares, that it is entitled to lease the Leased
according to the objective of the lease, as defined in this Agreement, and
that there is no impediment in accordance with any Law, agreement or any
prior obligation, preventing the Lessor from leasing the Leased to the
Lessee.
13. TRANSFER OF RIGHTS
13.1 The Lessee is obligated not to deliver and/or transfer and/or lease
and/or assign and/or endorse and/or mortgage its rights in accordance with
this Contract in any way or manner whatsoever, and also not to allow any
third party to use and/or to hold the Leased or any part thereof, and it
should also avoid participating any third party in the possession of the
Leased or the use thereof or in any benefit thereof in any manner
whatsoever, not even as an authorized or as a franchiser, whether directly
or indirectly, in consideration or without consideration, unless it
receives the early and explicit approval in writing of the Lessor.
13.2 Notwithstanding that stated above, the Lessee is entitled to sublet
the Leased, so long as the following conditions are met:
13.2.1 The Lessor gave its early consent in writing with respect to
the sub - lessee.
In order to remove any doubt, the parties agree, that the Lessor shall not
deny its consent but only due to reasonable causes. Furthermore, the
parties agree, that a sublet to subsidiaries, affiliated companies of the
Lessee or of the parent company of the Lessee shall not require the
approval of the Lessor, and the provisions of Sections 13.2.2 and 13.2.4
shall apply instead of the provisions of Section 13.2.3 herebelow.
13.2.2 The Contract with the sub - lessee shall be according to the
draft of this Lease Contract, mutatis mutandis, including all its
Appendices, and according to schedules not exceeding the schedules stated
in this contract and without giving the sub - lessee any preferred right
exceeding the rights of the Lessee in accordance with this Contract.
13.2.3 The Lessor will be entitled in accordance with its exclusive
discretion to commit directly with such a sub - lessee concurrently with
the canceling of the Contract with the Lessee.
13.2.4 The Lease Contract with the sub - lessee will be for the
purpose of the operation of an enterprise and/or business, engaging with
know-how based industries.
13.3 Without prejudice to the generality of that stated in Section 13.2
above, it is agreed that in the event of a sublet, as stated above, the
Lessee shall still be liable toward the Lessor for the fulfillment of all
its obligations and/or the obligations of the sub - lessee in accordance
with this Contract and/or the Sublet Contract.
13.4 The Lessor is entitled to deliver and/or transfer and/or endorse
and/or pledge and/or mortgage all its rights and/or obligations in the
Leased, as per this Contract, in any manner or way whatsoever, without any
restriction and without having to receive the agreement of the Lessee, so
long as the rights of the Lessee in accordance with this Agreement are not
prejudiced .
13.5 The Lessee is obligated, that in any event in which it is required
to sign any document or note, which is required pursuant to the
transferring of the rights of the Lessor to any third party, it will sign
each and every document or note, as stated, immediately upon receipt of the
requirement of the Lessor, so long as a signature, as stated, will not
impose any additional charge on the Lessee, above the charges applying to
it in accordance with the provisions of this Contract.
14. CHANGES IN THE LEASED - AFTER DELIVERY OF THE LEASED TO THE LESSEE
The parties agree, that in any event where the Lessee seeks to make changes
in the Leased after the Delivery Date, the following provisions shall
apply:
14.1 The Lessee is obligated to avoid the carrying out or allowing
another to carry out any internal and/or external changes in the Leased and
to avoid the performance of any addition or destroying any part of the
Leased and/or any of its facilities nor to allow the making of any changes
and/or additions and/or such demolitions (hereinafter: "The Changes")
without the receipt of the early agreement in writing of the Lessor.
In order to remove any doubt, it is hereby agreed and declared, that the
installation of movable partitions in the Leased, including gypsum
partitions and the placing of movable furniture shall not be regarded as
Changes for the purpose of this Section.
In the event, that the Lessee made Changes, as stated, and the Lessor
required that the condition of the Leased will be reverted, the Lessee will
be obligated to revert the condition of the Leased within 14 days from the
date of the requirement.
In the event, that the Lessee failed to perform its obligation, as stated,
the Lessor will be entitled to carry it out by itself and/or by means of
anyone on its behalf, at the expense of the Lessee together with 10% of
said amount for the covering of general expenses of the Lessor, and the
Lessee shall have no contention and/or requirement of any kind and type
whatsoever due to the performance by the Lessor of that stated above.
14.2 In the event, that the Lessor gives its consent to the request of
the Lessee pursuant to the making of Changes in the Leased, and the Changes
shall include the addition of "fixtures", according to their definition in
the Land Law, 5729 - 1969, the fixtures will become the property of the
Lessor upon vacating the Leased, and the Lessee will not be entitled to
remove them from the Leased or to revert the Leased to its condition prior
to the Changes, unless the Lessor notifies the Lessee in advance and in
writing with respect to its requirement, that the Leased will be reverted
to its condition prior to the Changes.
In order to remove any doubt, any Change, that includes the addition of
fixtures, as stated, shall not be regarded as payment of key moneys,
according to their definition in the Tenant's Protection Law, 5732 - 1972,
and the Lessee will not be entitled to receive any consideration from the
Lessor and/or anything for them.
In the event, that the Lessee carries out Changes in the Leased, following
the agreement of the Lessor, which do not correspond with the definition of
"fixtures", as stated above, the Lessee will be obligated upon the
completion of the lease period to revert the Leased to its previous
condition, as it was prior to the making of the Changes in the Leased,
unless the Lessor passes the Lessee an early notice in writing concerning
its agreement for leaving the Changes in the Leased. In the event, that the
Lessor notifies of its agreement for leaving the Changes in the Leased, the
Lessee will not be entitled to remove them from the Leased or to make any
change in them, and upon the completion of the lease period they will be
transferred to the possession and proprietorship of the Lessor, without the
Lessee being entitled to require and/or receive compensation or payment for
it, and without it being regarded as key moneys, as stated.
14.3 The Lessor shall have the right to carry out whatever construction
on the roof of the Leased, so long as the reasonable benefit of the Lessee
from the Leased is not injured during the period of the construction and/or
thereafter - notwithstanding that stated above.
14a. PARKING LOTS
The Lessee was informed, that the Lessor and/or anyone on its behalf shall
be operating an underground parking lot in the Construction, as specified
in Appendix G to the Contract, subject to the provisions of this Section as
follows:
14a.1 The parties agree, that the Lessee shall have the right to lease
marked parking places and entrance rights to the parking lot, according to
their definition herebelow, up to an inclusive number of ____ packing
places in the parking lot, that being according to the prices indicated in
Sections 14a.1.1 and 14a.1.2 herebelow:
14a.1.1 In consideration of the parking places, intended for the
sole use of the Lessee and/or its employees and/or guests (hereinafter:
"The Marked Parking Places") an amount of NIS _____ (an amount in Shekel
equivalent to US $ ______) for each Marked Parking Place per month.
14a.1.2 For the entrance right to the parking lot on the basis of
vacant places without conferring the Lessee a right for any specific place
(hereinafter: "The Entrance Right to the Parking Lot") an amount of
NIS_____ (an amount in Shekel equivalent to US $ ______) for each Entrance
Right to the Parking Lot per month.
14a.1.3 Out of the ____ parking places, which the Lessee is
entitled to lease, the Lessee is obligated to lease from the Lessor during
the lease period at least ____ Marked Parking Places and ____ Entrance
Rights to the Parking Lot.
Not later than the Delivery Date, the Lessee is obligated to notify to the
Lessor with regard to the number of Marked Parking Places and the number of
Entrance Rights to the Parking Lot, which it seeks to lease, in addition to
the ____ places mentioned above, that being out of the total parking
places, that the Lessee is entitled to lease, as stated in Section 14a.1.
14a.1.4 Notwithstanding that stated above and in Appendix G, the
parties agree that the Lessee will be entitled to change the number of
parking places once every quarter, that being to the extent that it is
possible, while taking into consideration the parking occupancy in the
building at such a time.
14a.2 Instructions with regard to the dates of operation of the parking
lot and the other provisions of Appendix G shall be obligating upon the
Lessee for each and every matter. Without prejudice to the generality of
that stated above, it is agreed that the parking lot shall be open and
accessible to the Lessee between the hours 06.00 - 22.00 on Sunday through
Thursday, and between 07.00 - 14.00 on Friday, with the exception of
Holidays.
14a.3 The parking fee for the Marked Parking Places and for the Entrance
Right to the Parking Lot shall be regarded as lease moneys for each and
every purpose and shall be linked to the index, as specified in the Parking
Lot Appendix, Appendix G, and all the provisions of this Contract shall
apply to them, without prejudice to any relief to which the Lessor and/or
the Management Company and/or the Parking Lot Management Company are
entitled in accordance with the Parking Lot Management Agreement.
14a.4 In order to remove any doubt, it is hereby clarified that in any
event of a discrepancy between the provisions of this Contract and the
provisions of Appendix G, those provisions which are less favoring upon the
Lessee shall supercede.
15. MAINTENANCE AND PREVENTION OF NUISANCES
15.1 The Lessee shall maintain the Leased in a good and orderly
condition, it shall maintain the order and cleanliness of the Leased and
its surroundings, its facilities, accessories and all that is accompanying
it, including service rooms located in the Leased and all the services
which are intended for the sole use of the Lessee. The Lessee is obligated
to make a prudent and punctual use of them and will avoid causing any
damage or spoilage to the Leased or to its facilities.
Without prejudice to the generality of that stated above and below, the
Lessee is obligated to maintain the good working order of all the
facilities installed in the Leased, and to see to their day-to-day
maintenance, including the making of repairs and replacements, to the
extent required, and to return the Leased to the Lessor upon the date when
the Leased is returned to the Lessor, as stated above, in a good and
orderly condition, with the exception of wear and tear emerging from normal
and reasonable use of the Leased.
15.2 The Lessee shall abide by the instructions of each and every
competent authority, as such would be applied from time to time in
connection with cleaning arrangements, manner of removal of waste residuals
and maintaining the orderly condition of the drainage system and of all the
other systems in the Leased.
15.3 The Lessee is obligated to preserve the cleanliness of the Leased
and its surrounding, to prevent the accumulation of waste and materials
which can cause a fire, and to prevent and remove odors, rust and to take
any reasonable measures to prevent fire.
15.3.1 In order to remove any doubt, the Lessee declares that it is
well aware, that there are and/or there will be other leaseds in its
vicinity and that it should see to the installation of appliances and/or
facilities and/or take the required measures in order to prevent loose
materials and/or odors and/or hazardous materials originated in its plant
and which may cause nuisance and/or contamination of other leaseds in its
surrounding.
15.3.2 The Lessee shall avoid the causing of any nuisance,
including the causing of noise, strong odors and shocks, which may
interfere with leaseds adjacent to the Lessee.
Furthermore, the Lessee is obligated to take any required measure in order
to prevent the bursting of fires.
15.4 The Lessee shall notify the Lessor of any damage to the Leased or
of any nuisance that was caused to the Leased or to other leaseds,
originating in the Leased, within 48 hours from its discovery. In the
event, that the Lessee fails to notify as stated, the Lessee shall bear any
additional expenses, caused to the Lessor in consequence of failure to
notify the Lessor in due time.
15.5 The Lessee shall see to the proper maintenance of the Leased,
including all its systems and including finish supplements and shall repair
at
its expense any damage or spoilage in the Leased and/or its systems,
including finish supplements, that being without prejudice to the liability
of the Lessor with respect to the quality of the finish works, as stated in
Section 6.2.10 above and/or any damage or spoilage, causing a nuisance to
other leaseds in the vicinity of the Leased, which is caused or evolved or
discovered in the Leased or in any part thereof, including plumbing repairs
and other various repairs, that being upon its evolving and/or causing
and/or discovery, with the exception of damages to the Construction or to
the systems, which are maintained by means of the Management Company in
accordance with the Management Agreement, and which were not caused by the
Lessee.
15.6 In the event, that the Lessee fails to perform its obligations or
any of them in accordance with that stated in Section 15, including all its
Sub-Sections, or if the damage is not repaired to the satisfaction of the
engineer of the Lessor, the Lessor will be entitled, but not obligated, to
perform the repairs by itself and all the expenses of such a repair shall
apply to the Lessee, who will be obligated to refund them to the Lessor
upon its first requirement, together with index linkage differences, as per
Section 11 above, and arrears interest, as per Section 22 herebelow,
calculated as from the payment date for the repair by the Lessor until the
actual full payment to the Lessor.
The invoices of the Lessor with respect to the rate of its expenses, as per
this Section, shall constitute a prima facie evidence to the correctness of
said invoices, and the Lessee is obligated to pay them to the Lessor upon
its first requirement.
15.7 The Lessee hereby gives its full consent and authorization, that
the representatives of the Lessor, its employees and/or assignees will be
entitled to enter the Leased following early coordination with the Lessee,
at any reasonable time, in order to check the condition of the Leased, the
fulfillment of the obligations of the Lessee in accordance with this
Contract, the systems
of the Leased, its equipment and facilities, and also in order to carry out
any repair and/or maintenance works, that the Lessor is obligated to
perform in accordance with this Agreement and according to any Law
whatsoever, for technical or other arrangements, and the representatives of
the Lessor will also be entitled to enter the Leased, in order to show it
to other potential lessees, that being during the last nine months of the
lease period.
15.8 The Lessee shall fulfill all the instructions of the Lessor, the
insurance company and the instructions of any other competent authority
with regard to arrangements and procedures of fire extinguishing,
prevention of fires, Civil Defense and safety, deriving from the activity
of the Lessee in the Leased. Furthermore, the Lessee shall assume all
measures required in order to prevent explosion and/or fire.
15.9 The Lessee is obligated to fulfill the provisions of any Law,
regulation, order, sub-law or the instruction of any competent authority
with regard to the management of its enterprise in the Leased and in
connection with the holding of the Leased and the use thereof. The Lessee
shall also be liable for the payment of any fine, imposed in consequence of
a failure to fulfill the provisions, as stated above.
16. SAFE KEEP OF THE LEASED
16.1 The Lessee shall refrain from placing any equipment in the Leased,
which may cause damage to the Leased, and shall refrain from loading the
floor of the Leased in excess of the load for which it was intended.
The permitted load for the floor of the offices is 500 kg. per sq. mtr.
The permitted load in the parking lots is 250 kg. per sq. mtr.
16.2 In any event of a special or concentrated loading or basing of
machinery, the Lessee must file a plan and receive the early approval in
writing of the engineer of the Lessor.
17. SECURITIES AND GUARANTEES
17.1 For the assurance of all the obligations of the Lessee in
accordance with this Contract, including all its Appendices, the Lessee
shall furnish the Lessor upon the stand of signing this Agreement with an
unconditional autonomic, financial bank guarantee of the Bank of Israel,
made to the order of the Lessor, according to the draft of the guarantee
attached to this Contract, as Appendix I, that being according to an amount
of NIS94,164, together with the addition of VAT. The guarantee shall be
linked to the Basic Index, according to its definition in Section 8.3
above, and will remain valid for fifteen months from its issuance.
No later than thirty days prior to the commencement of each and every lease
year, but not later than thirty days prior to the expiry of the validity of
the guarantee, whichever is earlier, the guarantee shall be extended for an
additional identical period, that being until the completion of the lease
period plus ninety additional days after the completion of the lease
period.
17.2 In order to remove any doubt, it is stipulated between the parties
that the extension of the validity of the guarantees, upon the dates
specified above, is among the fundamental obligations of the Lessee in
accordance with this Contract, and that in the event that the guarantee is
materialized by the Lessor, the Lessee will be obligated to furnish the
Lessor with a new guarantee instead of the materialized guarantee, as
stated above, within seven days from the receipt of a notice concerning the
materialization of the guarantee.
17.3 Upon the completion of the lease period and upon the delivery of
the Leased to the Lessor, the Lessee will be obligated to furnish the
Lessor with
approvals concerning all the payments and fees applying to it and which
were paid by it up until the vacating date of the Leased returning it to
the Lessor and/or with respect to the lease period.
17.4 All the securities given to the Lessor in accordance with this
Contract, including the bank guarantee, shall be returned to the Lessee
three months from the completion of the lease period or the option period,
as the case may be, subject to the fulfillment of that stated in Section
17.3 above.
In order to remove any doubt, it is hereby clarified that the signature of
DSP Group on the guarantee for this Contract and also the depositing of the
bank guarantee, as stated above, are fundamental conditions of this
Contract.
18. THE USE OF OTHER AREAS OUTSIDE THE LEASED
18.1 The Lessee shall not have any contention toward the Lessor in the
event of a decrease in the area of the premises, as a result of changes in
the Planning or as a result of decisions or requirements of the competent
authorities or due to any cause.
18.2 The Lessee will not be entitled to make any singular use whatsoever
of the pavements, roads, staircases or in any other area outside the
Leased.
The internal road at the front of the Leased is not intended for any use
other than the passage of vehicles and to allow passengers off/on.
19. ELECTRICITY, WATER, CHANNELING AND SIGN POSTING
19.1 Without prejudice to anything else stated in this Contract
herebelow, the Lessee approves that it is well aware that the installation
of water inside the Leased and connecting the Leased to the water manhole,
according to a contractual commitment between it and the local authority or
the Management Company with respect to the installation of meters in the
Leased and any payment in connection therewith shall apply to the Lessee.
19.2 The Lessee hereby agrees, that the failure to connect the Leased to
the electricity network, as stated in Appendix H and/or to the water
manhole shall not derogate from its obligations in accordance with this
Contract, nor will it constitute a ground for claim of damages against the
Lessor, so long as the Lessor supplies the Leased with electricity and
water supply, alternatively and regularly, in a manner corresponding with
the needs of the Lessee until the connecting of the Leased to the water
manhole and to the electricity network, as per that stated in Appendix H.
Subject to the obligation of the Lessor to supply electricity, as stated
above, it is agreed that the Lessor and the Lessor alone shall have the
right to cease the power supply to the Construction in bulks and to see to
the connecting of the Leased to the general electricity network of the
Electricity Company, and the Lessee shall not have any contention toward
the Lessor in this matter.
19.2.1 Notwithstanding that stated in Sections 19.1 - 19.2 above,
the Lessee hereby declares and approves, that it was brought to its
attention, that the Lessor will be entitled to install a central water
faucet in the Construction, through which the entire water supply will be
channeled to the leaseds in the Construction. In such a case, the Lessee is
obligated to pay to the Lessor or to anyone on its behalf for the water
consumption of the Leased, immediately upon receipt of a requirement from
the Lessor.
19.3 The Lessee hereby declares and approves, that it was brought to its
attention, that all the electricity services to the Construction and to the
Leased shall be supplied by the Lessor and/or anyone on its behalf, in
bulk, and that no electricity services shall be given to the Construction
and/or to the Leased by the Electricity Company.
19.3.1 The Lessee is obligated to pay to the Lessor and/or anyone
on its behalf its share in the electricity expenses of the Leased, as
specified in Appendix H to this Contract, the Electricity Appendix.
19.3.2 The Lessee is obligated to sign the Electricity Agreement,
Appendix H, with the Lessee and/or anyone on its behalf and to bear all the
payments for the electricity services only with respect to the Leased, as
specified in Appendix H. In any event, the Lessee approves, that the
provisions of Appendix H, containing the provisions specified in this
Section, shall apply to the lease, subject to this Contract, whether the
Lessee would sign said Agreement or not.
19.3.3 Without prejudice to the generality of that stated above,
the payment obligation on the part of the Lessee in accordance with the
provisions of the Electricity Agreement, Appendix H, should be viewed
similarly as the obligation to pay the lease moneys and the provisions of
the Electricity Agreement should be viewed as the provisions of this
Agreement, the breach of which shall entitle the Lessor to all the relieves
stated in this Contract. In order to remove any doubt, the provisions of
Sections 11, 21.4 and 22 of the Contract shall apply to the obligations of
the Lessee in accordance with the Electricity Agreement, that being without
prejudice to any other relief given to the Lessor in accordance with the
Electricity Agreement.
19.4 The Lessee is obligated to prevent blocks or spoilage in the sewage
system of the Leased, as a result of the use of it or as a result of
sewages from its plant and shall bear the expenses of repair or replacement
of this system, in case of a spoilage or blocking caused in its direct
responsibility.
19.5 The Lessee shall not install sign posts outside of the Leased or on
the Leased, but only after receipt of the early approval in writing of the
Lessee and/or the Management Company.
The Lessor and/or the Management Company will be entitled to determine the
shape of the sign post, its size and location, and the Lessee will be
obligated to install the sign post, as determined by the Lessor and/or the
Management Company. In the event, that the Lessee installs a sign post
while in breach of
this Section, the Lessor and/or the Management Company will be entitled to
remove it at the expense of the Lessee.
19.6 The Lessee shall bear any tax or fee for the installation of the
sign post and its maintaining and it will be responsible to obtain any
permit, which is required for the installation of the sign post.
19.7 In the event, that the Lessor and/or the Management Company shall
install a uniform sign post for all the constructions, which were erected
and/or would be erected by the Lessor in the area of the Leased, the Lessee
will be obligated to pay a relative payment for the sign posting.
Any amount applying to the Lessee in accordance with this Sub-Section shall
be regarded as lease moneys for each and every purpose.
19.8 The Lessor will be entitled to install on the roof of the Leased or
in its premises, public sign posts pursuant to the advertising of the
Lessor and/or its tenants in the Construction and/or the project, while
maintaining the architectural and qualitative nature of the Construction,
and the Lessee will not be entitled to object to their installation.
20. SUPPLY OF SERVICES AND JOINT FACILITIES
20.1 The Lessee will be entitled to use the joint facilities located in
the area of the Leased, solely for the purpose for which they are
designated, and all according to the instructions of the Lessor and/or the
Management Company.
20.2 The Lessee hereby declares and approves, that it was brought to its
intention, that for the purpose of the maintenance of the Leased, other
leaseds in its area and the joint services of all the leaseds, including
public areas, such as: external walls, public toilets, backyard and
security rooms and their
facilities in the Construction, the Lessor shall provide management and
maintenance services directly and/or by means of sub-contractor and/or by
means of a service company (hereinafter: "The Management Company").
For the purpose of this Chapter: main systems, including systems of
air-conditioning, lifts, electrical switchboards, installation, lighting,
water, sewage and system channeling, fire extinguishing, emergency
generator, smoke detection, public address system and the control systems.
Furthermore, it was brought to the attention of the Lessee, that the Lessor
is entitled to deliver the management of the parking lot to another
organization, which would be referred to hereinafter, as "The Parking Lot
Management Company".
20.4 The Lessee is obligated to sign the Management Agreement with the
Lessor and/or the Management Company, according to the draft determined by
the Lessor and/or the Management Company and also the Parking Lot
Management Agreement with the Lessor and/or the Management Company and/or
the Parking Lot Management Company, according to the draft of the
Agreement, Appendix G, and to bear all the payments, as would be obliged by
the Management Agreement and the Parking Lot Management Agreement.
In any event, the Lessor approves that the provisions of the Management
Agreement shall include all the provisions specified herebelow, and in any
event of a discrepancy and/or disagreed supplement in deviation from that
stated in this Contract - the provisions of this Contract shall supercede
the provisions of the Management Agreement.
20.4.1 The parties agree, that the management and maintenance
moneys, which the Lessee pays to the Lessor and/or the Management Company
up until May 1st 1999 will be in the amount of NIS11.40 per sq. mtr. per
month (an amount in Shekel equivalent to US $3 per sq. mtr. per month) and
in any event, the management and maintenance moneys shall not be above the
management and maintenance moneys collected by the Lessor
from a similar lessee in the Construction (with the exception of additions
for specific services rendered to the Lessee, as per its instructions). The
management and maintenance moneys, payable by the Lessee as stated, will be
linked to the index, all according to the provisions of Section 11 above.
The management and maintenance moneys, upon the completion of the
aforementioned period, shall be determined according to the cost of all the
expenses, as per their definition herebelow, together with the addition of
15% and according to the relative share of the Leased out of the entire
area.
20.4.2 The management and maintenance moneys, among others, shall
include expenses for the operation of an information station, cleaning and
gardening services, overhaul and repair services for the systems mentioned
above, electricity and water supply for the public areas, insurance for the
public areas including breakage insurance and also the expenses of any
other service, which is required according to the discretion of the Lessor
and/or the Management Company, including allowances for an equipment
renewal fund.
For a special service, which is not included within the general framework
of the responsibility of the Management Company, and which is given to the
Lessee and/or the Leased by the Management Company, as per the order of the
Lessee, the Lessee shall pay an additional amount above the management and
maintenance moneys.
20.3.3 The Lessor hereby agrees and is obligated to bear the
relative share of payment for all the areas intended for lease and which
are not leased.
20.3.4 It is agreed, that the Management Agreement shall include
the following obligations:
20.4.4.1 The Management Company shall keep books and accounts,
audited by an accountant, which would be available for the checking of the
Lessee to the extent that it is required for the purpose of the
determination of the management moneys.
20.4.4.2 The Lessee will not be entitled to offset amounts due to
it from the Lessor from amounts that are due to the Management Company from
it, nor will it be entitled to offset amounts due to it from the Management
Company out of amounts that are due to the Lessor from it.
20.4.4.3 In the stand of the signing of this Contract, the Lessee
shall furnish the Lessor with an autonomic bank guarantee to the order of
the Lessor, according to the draft of Appendix I, in the amount of three
months of management and maintenance together with the addition of VAT,
that being for the assurance of the fulfillment of all the obligations of
the Lessee toward the Management Company. The guarantee shall be linked to
the Basic Index, according to its definition in Section 8.3 above, and will
be valid for twelve months from its issuance.
20.5 Without prejudice to the generality of that stated above, The
obligation to pay the management and maintenance moneys by the Lessee in
accordance with the provisions of this Contract and/or the Management
Agreement and the Parking Lot Management Agreement, Appendix G, shall be
viewed as the obligation to pay the lease moneys and the provisions of the
Management Agreement and the provisions of the Parking Lot Management
Agreement shall be viewed as the provisions of this Contract, the breach of
which shall entitle the Lessor to all the relieves stated in this Contract,
without prejudice to any relief given to the Management Company and/or the
Parking Lot Management Company in accordance with the Management Agreement
and/or the Parking Lot Management Agreement and/or in accordance with any
Law.
20.6 In the event of the rendering of services, as stated, by means of
the Management Company and/or the Parking Lot Management Company, the
meaning of the word "the Lessor" in this Section shall be the Lessor and/or
the Management Company and/or the Parking Lot Management Company.
21. TAXES, FEES AND OBLIGATORY PAYMENTS
21.1 All the taxes, municipal taxes, payments, fees and various duties
(hereinafter: "The Taxes") whether municipal, governmental or others,
imposed or which would be imposed in the future on or in connection with
the use of the Leased or in connection with the management of the business
of the Lessee in the Leased during the lease period, shall apply and be
borne by the Lessee as from the Delivery Date.
Notwithstanding that stated above, duties and/or fees imposed due to the
development work and also lease moneys and betterment tax imposed on the
Leased shall apply to the Lessor.
Municipal taxes imposed on the Leased shall apply in any event to the
Lessee and be borne by it, that being even if it is determined by Law that
the tax will be paid by the Lessor and/or the owner of the land.
21.2 That stated above shall not be viewed as imposing an obligation on
the Lessee to pay income tax and/or capital gain tax and/or property tax,
applying and/or which would apply to the Leased.
21.3 Value Added Tax imposed on the Lessor or on the Lessee with respect
to this lease shall apply to the Lessee alone and be paid by it against the
furnishing of an appropriate tax invoice.
21.4 Each and every payment paid to the Lessor by the Lessee in
accordance with this Contract shall be paid together with the addition of
VAT, according to its lawful rate upon the payment date.
Notwithstanding that stated above and below, the Lessee will be entitled to
delay the payment of VAT up until the lawful date for its transferring to
the VAT Authorities.
21.5 Notwithstanding that stated above, but subject to that stated in
Section 21.2, it is hereby agreed that in the event that a new tax is
imposed on the Leased, the payment of which applies to owners of
properties, such a tax and/or taxes as above shall be borne by the Lessee.
22 ARREARS INTEREST
22.1 Without prejudice to the generality of the rights of the Lessor
according to this Contract or according to the Law, in any event in which
the Lessee is in delay with any payment due to the Lessor in accordance
with this Contract, the Lessee will be obligated to pay to the Lessor the
amount in arrears together with a maximum rate of interest, accustomed at
such time with Bank Discount of Israel Ltd., Central Branch Haifa, in a
debit account, for overdraft above the maximum permitted overdraft
(hereinafter: "The Interest") or linkage differences together with lawful
interest on them, whichever is higher, as per the choosing of the Lessor,
that being from the arrears date until the actual payment date.
22.2 The order and manner of crediting of payments made by the Lessee
shall be determined by the Lessor, according to its discretion.
23. FRUSTRATION OF THE LEASE
23.1 In the event, that the Leased is damaged entirely or if the benefit
from the Leased is entirely cancelled, this Contract shall come to its end
and be viewed as cancelled, the Lessor shall refund to the Lessee same
lease moneys or securities, received by the Lessor in advance for the
period after the aforementioned event, that being according to the actual
amount, that was paid, together with linkage.
24. LIABILITY AND INSURANCE
24.1 The Lessor, including according to its definition in Section 20.6
above, shall not bear any responsibility or liability whatsoever for any
bodily
damage and/or loss and/or damage to property of any kind whatsoever (direct
or indirect), which is caused to the Lessee and/or its workers and/or those
employed by it and/or its agents and/or its clients and/or visitors and/or
invitees and/or any other person located in the Leased or in another area
held by the Lessee, in the premises of the Lessor or in the area adjacent
to the Leased and/or to any other property of the Lessee and/or bodily
damage or damage to property caused to the neighbors of the Lessee.
The Lessee assumes full liability for any of the damages specified above,
and it is obligated to compensate and to indemnify the Lessor against any
damages it might be obligated to pay or compelled to pay due to a damage of
this sort and also against any expense incurred by the Lessor in connection
with any damage as above, all subject to that, that in the event that any
third party files a claim against the Lessor, the Lessor shall instigate
third party proceedings against the Lessee.
The Lessor is obligated to compensate and indemnify the Lessee against any
damages it might be obligated to pay or which would be paid by it in
consequence of a damage, as stated above, caused due to the negligence of
the Lessor, subject to that, that to the extent that any third party files
a claim against the Lessee, the Lessee shall instigate third party
proceedings against the Lessor.
24.2 The Lessee undertakes to insure itself against third party
liability, as specified in the Insurance Appendix, attached hereto and
marked E, and it is also obligated to bear the payment for the insurance of
the Construction, as specified in Section 24.15 of the Appendix E.
24.3 The payments, specified in Section 24.15 of the Appendix E shall be
regarded as lease moneys for each and every purpose.
25. BREACH OF THE CONTRACT AND ITS CANCELLATION
25.1 Omitted.
25.2 Without prejudice to the provisions of any Law, any of the
following actions or avoidance of actions shall be regarded as a
fundamental breach of the Contract by the Lessee:
25.2.1 The use of the Leased not for the purpose of the lease,
stated above.
25.2.2 The transferring of the rights of the Lessee in the Leased
to another, in contrast with the provisions of Section 30 above.
25.2.3 The transferring of the control over the Lessee without the
agreement of the Lessor, in contrast with the provisions of Section 13
above.
25.2.4 Failure to pay the lease moneys and/or the management moneys
and/or the parking lot moneys and/or failure to pay any amount, which was
paid by the Lessor in the stead of the Lessee upon the payment date and/or
failure to deliver and/or renew the bank guarantee in accordance with the
Contract and/or its Appendices.
It is hereby clarified, that a delay with a payment or delivery, as stated,
not exceeding five days, shall not be regarded as breach of this Agreement.
25.2.5 The issuance of a receiving order or a liquidation order or
the appointment of a receiver for all the assets of the Lessee or for any
part thereof, whether such an order is temporary or permanent, and which is
not be revoked within sixty days from its issuance.
25.2.6 The causing of a significant nuisance, which may interfere
with enterprises or businesses, existing and/or which would exist nearby
the Leased and/or the removal of a nuisance, as stated.
25.2.7 Failure to transfer possession of the Leased upon the date,
in the manner and according to the condition, as specified in Section 26
herebelow.
25.2.8 The performance of an action in contrast with the provisions
of Sections 14, 15 and 16 above.
25.2.9 Failure to pay for the services rendered to the Leased in
accordance with the Management Agreement and/or Parking Lot Management
Agreement and/or the Electricity Agreement.
25.3 In the event, that the Lessee breaches any of the aforementioned
fundamental conditions and fails to cure the breach within ten days from
the receipt of a warning in writing of the Lessor, the Lessor will be
entitled to cancel this Contract and this Contract shall be regarded as
cancelled from the date fixed in the notice of the Lessor.
25.4 In the event, that the Lessor lawfully notifies the Lessee of the
cancellation of the Contract, the Lessee shall vacate the Leased and return
possession thereof to the Lessor, as the Leased is clear and vacant of any
holder and object, within thirty days from the receipt of the notice with
respect to the cancellation of this Contract, and shall compensate the
Lessor for any damage caused to it.
25.5 The provisions of this Section shall not derogate from other rights
of any of the parties in accordance with this Contract or by Law.
25.6 Any absence of an action and/or the lack of response and/or
avoidance of a use of a remedy by the Lessor, as per this Section, shall
not be construed in any way or manner as a waiver on its part of its rights
in accordance with the Contract, in case of a prolonged or additional
breach on the part of the Lessee, unless the Lessor waived its
aforementioned rights in advance, explicitly and in writing.
26. VACATING THE LEASED
26.1 The Lessee shall vacate the Leased upon the completion of the lease
period or upon any date in which the lease is terminated in accordance with
this Contract, and it will return it to the Lessor as it is clear of any
person and object, as per that stated in this Section. In any event in
which the Lessee should vacate the Leased according to this Contract, it is
obligated to return it to the Lessor as it is absolutely clear and in a
good condition worthy for immediate use, to the satisfaction of the
engineer of the Lessor, with the exception of wear and tear deriving from
reasonable normal use of the Leased.
26.2 In the event, that the Lessee did not vacate the Leased, as stated
in Sub-Section 1 above and in Section 25.4 above, the Lessee shall pay to
the Lessor a fixed and evaluated in advance compensation in a rate
equivalent to 200% of the basic lease moneys for each month of delay, and
also another relative rate for additional days of arrears, that being
together with the addition of linkage differences between the Basic Index
and the index recently published prior to the actual payment. In addition
to that, the Lessee will pay to the Lessor any damage or loss, which is
caused to the Lessor or to a third party, as a result of a delay with the
vacating of the Leased and its leasing to a new lessee by the Lessor.
27. EXPENSES OF THE CONTRACT AND LEGAL EXPENSES
27.1 Stamp duty of this Contract shall apply to the parties in equal
parts. The stamping expenses of the guarantees, subject to this Contract,
shall apply to the Lessee.
27.2 It has been agreed and declared between the parties, that in the
event that the Lessee shall not vacate the Leased upon the completion of
the lease period or after receiving a notice with respect to the
cancellation of the lease in accordance with the provisions of this
Contract or in any event that the Lessee breaches any of the provisions of
this Agreement, the Lessee, in addition to all the relieves stated in this
Contract and by Law, will bear all the
expenses incurred by the Lessor in all matters pertaining to the legal
handling in connection with any hearing or legal claim or an action with
the Execution Bureau, including legal fees incurred by the Lessor, all in
accordance with the judgment of the Court and/or any other judicial
institute.
28. AMENDMENT OF THE CONTRACT
Any change and/or amendment to this Contract shall only be made by way of
an explicit document in writing, signed by the parties to the Contract.
29. DEVIATION
The agreement of a party to this Contract to deviate from its conditions in
a certain case or in a series of cases shall not constitute a precedent and
it shall be not drawn by comparison by analogy to another case in the
future.
30. NOTICES AND WARNINGS
30.1 Any notice or warning, passed by one party to the other in
connection with this Contract, shall be passed by means of registered mail
or delivered by hand according to the addresses of the parties, as stated
in the preamble to this Contract (or to any other address according to a
notice in writing) and such a notice or a warning, as stated, shall be
viewed as if delivered to the addressee upon the actual delivery - if it
was delivered by hand, and if passed by the Israeli Post - within seventy
two hours after its delivery by mail, as postal moneys are fully paid in
advance.
30.2 The addresses of the parties are as specified in the preamble to
this Contract.
31. ADDITIONAL STEPS
The parties shall take any additional steps (including the signing of
additional documents), as would be required for the execution of the
Contract to its spirit and wording.
32. GENERAL
32.1 Any waiver, negligence, disregard or failure to take legal means or
a delay with the exercise of the rights on the part of the Lessor in a
certain case shall in no way be viewed as a waiver, consent or
acknowledgement on the part of the Lessor. The Lessor will be entitled to
exercise any of its rights in accordance with this Contract or by Law at
any time whatsoever, and whenever it is found to be in place despite any
prior waivers, discounts or negligence.
32.2 For the purposes of this Lease Contract, including all its
Appendices and everything deriving therefrom, including a claim for its
breach, the parties determined that the competent Court of Haifa is the
exclusive and singular venue and no other Court.
32.3 Any notice in accordance with this Agreement shall be given, in the
absence of another determination, in writing seven business days in
advance.
In witness thereof, the parties have signed:
DSP Group Ltd. Bayside Land Corporation Ltd.
(signature) (signature)
/s/ Eliyahu Ayalon /s/ Hanan Nitsan
------------------------ -----------------------------
/s/ Noach Aviram
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The Lessee The Lessor