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Rooftop lease agreement for telecom tower

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This is a draft agreement for leasing out rooftop and vacant land to telecom companies to setup tower and other infrastructure. I have highlighted the critical points and provided possible comments. I …

This is a draft agreement for leasing out rooftop and vacant land to telecom companies to setup tower and other infrastructure. I have highlighted the critical points and provided possible comments. I would say everyone who wish to lease their rooftop or vacant land should read this carefully before entering in to an agreement. I am sure this will be a highly useful document for most of the Indians. Comments welcome.

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  • 1. DEED OF LEASE (XXX-0025) THIS DEED OF LEASE (“Deed”) is executed at Chennai on this the ____ day of _____, 2013 BETWEEN Mr. XXXXXXXXXXX, (PAN No.), S/o XXXXXXXXX, adult, Indian Inhabitant aged about ___ years, residing at No XX, XXXXX Nagar, Trichy, hereinafter referred to as “Lessor” (which expression shall unless repugnant to the subject or context shall mean and include his/her respective heirs, legal representatives, executors, administrators and permitted assigns) of the ONE PART. AND XXXXXXXXXXXXXXXX LIMITED (PAN No. XXXXXXXXXX), a Company duly incorporated and registered under the provisions of Indian Companies Act, 1956 and having its registered office at (address deleted) and having its administrative office at (address deleted) represented herein by its duly authorised signatory _________________________, son of Sri. _________________ aged about ____ years, hereinafter referred to as “Lessee” (which expression shall unless repugnant to the subject or context shall mean and include its successors, subsidiaries, affiliates and / or assigns) of the OTHER PART. The Lessor and the Lessee shall hereinafter be individually referred to as ‘Party’ and collectively as ‘Parties’. WHEREAS the Lessor is the society of and is absolutely seized and possessed of the open areas including rooftop space of the building comprised in Trichy District, Trichy Registration District, Trichy Joint Sub District, Trichy Taluk, XXXXXXXXX Village, Nanja S.No.XX/Y an extent of XX cents out of it on the southern side an extent of YY cents divided into plots in it an extent of ZZZZ sq.feet in the Registration District of Trichy (hereinafter referred to as the “Building”); AND WHEREAS the Lessee is an internet service provider company having Category ‘A’ license granted by the Government of India, Ministry of Communications & IT, Department of Telecommunications, and is engaged in the business of providing broadband internet services and other allied services on a pan-India basis. AND WHEREAS for the aforesaid purpose, the Lessee is required to set up a transmission tower / pole / mast and other related equipments on the ground or on rooftop / terrace of various buildings. AND WHEREAS the Lessee is desirous of using a portion of the ground / roof / terrace of the Building on leasehold basis for the purpose of installation, operation and maintenance of single or multiple transmission tower / pole / mast and other related equipments, with or without RCC foundation, beams, columns etc., civil / prefabricated equipment shelters, earthing connections to antennae and equipments laying of cables, lightening arrestors and aviation lamps, necessary cabling and power connectivity to the equipments, space for installing electric meter, batteries and power connectivity etc., together with the right to dig trenches, manholes, ducts etc., a standby diesel generator or any
  • 2. other source of producing energy, if necessary and has accordingly approached the Lessor, who has agreed to demise unto the Lessee 100 square feet area on the ground for laying earth pit and manholes and 450 square feet area for installing and commissioning rooftop pole / mast on the roof / terrace of the Building comprised in Trichy District, Trichy Registration District, Trichy Joint Sub District, Trichy Taluk, XXXXXXXXX Village, Nanja S.No.XX/Y an extent of XX cents out of it on the southern side an extent of YY cents divided into plots in it an extent of ZZZZ sq.feet i n the Registration District of Trichy more particularly described in the Schedule hereinafter contained and shown bounded by red coloured boundary line on the plan annexed hereto (hereinafter referred to as “Demised Premises”) for installing single or multiple transmission tower / pole / mast and other related equipments as per the abovementioned requirements of the Lessee, for a period of 20 years on leasehold basis, on the terms and conditions hereinafter contained. NOW THEREFORE, in consideration of the mutual covenants contained in this Deed and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree to the following terms and conditions governing the lease contemplated herein: 1. REPRESENTATIONS AND WARRANTIES a. The Lessee represents to the Lessor that i. It has all requisite corporate power and authority to execute, deliver and perform its obligations under this Deed and has been fully authorized by all requisite corporate actions to do so; ii. It has all necessary statutory and regulatory permissions, approvals and permits for the purpose of carrying on its activities at the Demised Premises; iii. It will provide such cooperation as the Lessor reasonably requires in order to give full effect to the provisions of this Deed. b. The Lessor represents and warrants to the Lessee that i. That the Lessor is the sole and absolute owner of the Building as well as Demised Premises and is in exclusive and undisputed possession thereof. The Demised Premises has a clear and marketable title and is free from all sorts of restrictive covenants, minor’s claims, encumbrances, charges, mortgages, liens whatsoever and the same is not the subject matter of any pending or threatened litigation, governmental investigation or any land acquisition proceedings. The Lessor undertakes to give Lessee immediate intimation in writing of any such claim, litigation, proceeding, investigation
  • 3. etc., which becomes known to the Lessor prior to execution of this Lease Deed. ii. The Lessor has not received any notice in respect of breach of any of the provisions of law in connection with the Demised Premises or any part thereof from any competent or local authority. iii. The Lessor has not entered into any agreement, arrangement or understanding with any third party for sale, transfer, mortgage, liens etc. of the Demised Premises or any part thereof. No claims of any third party / parties of any kind whatsoever, subsist in respect of the Demised Premises. iv. The Lessor has not done, omitted or suffered to be done and hereby undertakes that the Lessor shall not, during the subsistence of this Agreement, do or omit or suffer to be done any act, whereby the right of the Lessee to hold possess and enjoy the Demised Premises under this Agreement can be determined, extinguished or avoided. v. The Demised Premises is not prohibited from being used as per the requirements of the Lessee. vi. The Lessor has verified the nature, usage, purpose, specifications, weight and dimensions of the Equipments to be installed at the Demised Premises and warrants to the Lessee that the Building is structurally strong enough to withstand the load of the Equipments of the Lessee. vii. The Lessor is in sole and exclusive possession of the ground and the roof and terrace rights of the Building and is legally entitled to give open and covered areas on the ground floor and on roof or terrace of the Building on long term lease to interested parties; viii. The managing committee of the society of the Building has resolved to demise unto the Lessee all that Demised Premises for a period of 20 years. ix. The society of the Building has not received any objection from any of its members or other residents of the Building with regard to the installation of Lessee’s equipments inside the Building premises in terms of these presents. x. The Lessor has obtained and constructed buildings vide Plan permit no.____. c. Both the Parties represent that the execution and performance of this Deed by either of the Parties does not and shall not violate any provision of any existing Agreement by any Party.
  • 4. 2. LEASE OF DEMISED PREMISES a. In pursuance of this Deed and in consideration of the rent hereby reserved and of the covenants and conditions herein contained and on the part of the Lessee to be paid, observed and performed, the Lessor doth hereby demise unto the Lessee the Demised Premises consisting of ALL THAT piece or parcel of land admeasuring 100 square feet area on the ground and 450 square feet area on the roof / terrace of the Building comprised in Trichy District, Trichy Registration District, Trichy Joint Sub District, Trichy Taluk, XXXXXXXXX Village, Nanja S.No.XX/Y an extent of XX cents out of it on the southern side an extent of YY cents divided into plots in it an extent of ZZZZ sq.feet in the Registration District of Trichy more particularly described in the Schedule hereinafter contained and shown bounded by red coloured boundary line on the plan annexed hereto, together with all rights, easements and appurtenances whatsoever belonging or appertaining to the Demised Premises, for the purpose of installation, operation and maintenance of single or multiple transmission tower / pole / mast and other related equipments of the Lessee, with or without RCC foundation, beams, columns etc., temporary / semi-permanent civil / prefabricated equipment shelters, earthing connections to antennae and equipments, laying of cables, lightening arrestors and aviation lamps, necessary cabling and power connectivity to the equipments, space for installing electric meter, batteries and power connectivity etc. (hereinafter collectively referred to as “Equipments”), together with the right to dig trenches, manholes, ducts etc. b. The Lessor doth hereby permit the authorized representatives of the Lessee to carry tools, heavy machinery, raw materials, cranes, heavy vehicles, anchorage equipment, winches, pulleys, ropes, scaffolding, brackets, clamps, welding and cutting equipment etc. and to use the same on the Demised Premises. The Lessor has, simultaneously with the signing of this Agreement, granted access to the Lessee and its authorised representatives inside the Building and to the Demised Premises and has also permitted the authorized representatives of Lessee to commence and carry out all types of construction, installation, cabling, ducting, flooring activities, to dig trenches, earth pits, manholes, gutters, chambers, to lay optical fiber duct and cables, to install a temporary / semi-permanent civil / prefabricated shed, single or multiple transmission towers or poles or masts, a standby diesel generator or any other source of producing energy, if necessary and to carry out all other plumbing, civil/mechanical and electrical works that are deemed necessary by the Lessee, for the installation of its Equipments as per the sole discretion of the Lessee from time to time. The Lessor shall permit the Lessee to put its logo, signage, glow sign, hoardings etc. as and when required by the Lessee.
  • 5. c. The Lessor hereby agrees that the Lessee shall be entitled to add further equipments and to replace and remove any / all existing Equipments as per the technical requirements of the Lessee at any time during the Lease Tenure defined hereinafter. d. The Lessor further agrees that the Lessee shall be entitled to change the location of the Equipments within the Building premises, with prior written intimation to the Lessor, based on the technical requirements of the Lessee. e. The Lessor further agrees to ensure the exclusive possession, use and enjoyment by the Lessee of the Demised Premises throughout the Lease Tenure (hereinafter defined) without any interruption or interference by the Lessor or any person or entity claiming under the Lessor. f. The Lessor further agrees to provide to the Lessee on demand, from time to time, necessary documents/applications, duly signed by the Lessor, to enable the Lessee to apply for and obtain necessary permissions & No Objection Certificates, from all concerned authorities, including but not limited to local electricity board, local Municipal Corporation etc and also to provide FTTH connectivity g. The Lessor hereby permits the Lessee to sub-lease the Demised Premises, with prior intimation to the Lessor, to any third party or corporate or any other entity whatsoever for such period and on such terms and conditions as the Lessee may decide at its sole discretion. The sub-lease shall be subject to the terms of this Agreement and the tenure of the sub-lease shall not exceed the tenure of this Agreement. 3. TENURE OF LEASE AND CONSIDERATION a. The Lessor hereby agrees TO HOLD UNTO the Lessee the Demised Premises for the period of 20 years commencing from 2013 and expiring on 2033 (hereinafter referred to as “Lease Tenure”) YIELDING AND PAYING THEREFOR an amount of Rs.7,000/- (Seven Thousand only) per month towards lease rentals (hereinafter referred to as “Rent”), payable by the Lessee. The Rent shall be subject to an escalation of 10% on the last paid Rent amount after every 3 (Three) years. The
  • 6. Parties agree to a rent free period of ___ month with effect from the date of registration of this lease deed. b. The Lessor hereby agrees and undertakes that on expiry of the Lease Tenure contemplated herein, the Lessor shall first offer the Lessee for renewal of the lease on mutually agreeable terms (including commercial terms) no less favourable than the then prevailing terms of a bona fide and arms-length lease transaction for the Demised Land. Lessee shall have the first right (but not obligation) to accept Lessor’s offer. However, Lessee will have to exercise such right within 30 days of making such an offer by Lessor. If the Lessee does not exercise such rights within 30 days as above, the Lessor shall be free to lease out the said Demised Premises to any person of its choice. c. The Rent shall be inclusive of all maintenance charges levied by Lessor or any other tax or cess levied by government during the Lease Tenure. Further the Rent shall be payable subject to deduction of tax at source as per the provisions of the Income Tax Act. Service tax, if applicable, shall be additionally payable by the Lessee. The payment of property taxes will be made by Lessee only for the Demised Premises and only on receipt of notice from Municipality based on separate assessment by local municipality of the Demised Premises occupied by Lessee under this Agreement for installation of its Equipments. d. The Lessee shall pay the Lease rent after deduction of tax at source as applicable. Lessor shall submit service tax compliant invoice, if Service tax is payable on the Lease rent. e. It is hereby agreed that for receiving monthly lease rent for the next month and onwards the lessor shall submit to the lessee 30 days before the monthly rent becomes due for payment, an invoice along with a declaration as per sample format enclosed which forms part of this document. f. During the continuance of the entire tenure of the entire tenure of Lease, the Lessee shall keep deposited with the Lessor a sum of Rs.21,0500/- (Twenty one Thousand only) as interest free Refundable security deposit (hereinafter referred to as the “Security Deposit). The said Security Deposit will be refunded by the Lessor at the time of expiry / early termination of this Lease upon simultaneous handover of the Demised Land by the Lessee to the Lessor.
  • 7. 4. COVENANTS BY THE PARTIES a. Installation and operation of Lessee’s Equipments – i. The Lessee hereby agrees and undertakes to ensure that no damage is caused to the Building during the installation of its Equipments and in case of damage the same shall be repaired by the Lessee at its own costs and efforts; ii. The Lessee hereby agrees and undertakes to ensure that all debris, garbage etc. accumulated during the installation of its Equipments shall be removed by the Lessee immediately after completion of installation of its Equipments. iii. The Lessor hereby agrees and undertakes to ensure that no hindrance is caused to the Lessee for any reason whatsoever during the installation of the Equipments at the Demised Premises and thereafter in operating those Equipments during the Lease Tenure. b. Ownership and Security of Lessee’s Equipments – i. The Lessor hereby agrees that the Lessee is and shall always be the sole and lawful owner of the Equipments installed at the Demised Premises and the Lessor shall not have any rights, claims, liens or charges whatsoever on the said Equipments under any circumstances whatsoever. ii. It is hereby agreed by and between the Lessor and Lessee that the Lessee shall during the subsistence of this Deed; take adequate insurance policy for its Equipments including third party liability cover. The Lessee shall pay all premiums for such policy. iii. The Lessor hereby agrees and undertakes to ensure through the watchmen / security guards deployed in the Building that the Equipments of the Lessee installed at the Demised Premises are kept protected. iv. The Lessor also agrees that the Lessee shall have the right to construct fencing around the Demised Premises and / or post its own security guards round the clock at the Demised Premises for the protection of its Equipments. It is agreed between the Parties that neither the Lessor nor his
  • 8. relatives nor friends nor the persons claiming any interest under his title will be appointed by Lessee as security guard at the Demised Premises, neither the Lessor nor his relatives nor friends nor the persons claiming any interest under his title will claim to be appointed as so during the period of this Agreement. v. The Lessor agrees that the Lessee may take / procure loans from third parties including banks and financial institutions from time to time by creating pledge / hypothecation over all the Equipments installed at the Demised Premises. The Lessor undertakes not to create any hindrance / obstruction in such process of pledge / hypothecation of the Equipments by Lessee in favour of such banks and financial institutions, or in the exercise by such banks etc. of their rights under the loan agreement/s. vi. In order to avoid any adverse effect or interference with the performance of the Equipments installed by the Lessee at the Demised Premises, and further to ensure unobstructed operation, safety and security of any and/or all of the Equipments installed by the Lessee, the Lessor shall intimate in writing to the Lessee and obtain a no objection certificate from Lessee before allowing any other entity or entities engaged in the business of communication, radio, telephone, paging VSAT, telegraph etc. to install their equipments in any part of the Building. The Lessor undertakes not to install, cause, or allow to be installed at any other part of the Building any communication facilities/ equipment, the placement or operation of which, in the judgment of the Lessee, may interfere with the working of the Lessee’s Equipments. The Lessor shall ensure that a minimum distance as required by the Lessee is maintained between the Equipments of the Lessee and any other structure / equipment installed / proposed by the Lessor inside or outside the Building. c. Access to Demised Premises – i. On the execution of these presents, the Lessor has put the Lessee in actual physical, peaceful, vacant and exclusive possession of the Demised Premises. The Lessor hereby agrees and undertakes to ensure 24x7x365 days unconditional, unrestricted, unfettered and unhindered right of ingress and egress of the Lessee and/ or its employees, authorised representatives, security guards, technicians, vendors, contractors, service providers, engineers, supervisors or any other person/s authorized by the Lessee to the Demised Premises (including Sundays, national holidays and other holidays)
  • 9. with a view to inspect the Equipments installed therein and to carry out services and repairs thereof. ii. The Lessee hereby agrees and undertakes to ensure that in case of emergency repairs to be carried out between 7 PM to 7 AM, the Lessee shall provide prior intimation to the Lessor for visiting the Demised Premises with a view to carry out necessary repair work. iii. In case the Lessor or any other person acting on his behalf or at his instructions or claiming under him or otherwise causes any hindrance or restriction or objects to the entry of the representatives, security guards, technicians or any other person/s authorized by the Lessee at the Demised Premises, the Lessee shall intimate the Lessor about the same. It is expressly agreed by the Lessor that immediately upon such intimation, the Lessor shall remove or cause to be removed all such obstructions, hindrance and interference in the free ingress and egress of the Lessee or its authorised representatives. In case of failure by the Lessor to immediately remove or cause to be removed such hindrance, etc., the Lessor shall be liable to pay losses on actual, if any, suffered by the Lessee on account of such hindrance, obstructions, etc., and the Lessor indemnifies the Lessee in this regard. d. Separate Electric Connection for Lessee – i. The Lessee shall obtain a separate electric connection, at its own cost, (with separate meter) in the name of the Lessee, for use at the Demised Premises. The Lessor shall render all necessary assistance to the Lessee including the issuance of a No Objection Certificate or such other documents as may be required by the Lessee for the said purpose. The Lessee shall directly pay to the authorities the charges for electricity consumed at the Demised Premises as per actual meter reading. ii. The Lessor shall allow the employees / workers of the concerned electricity authorities or any other agency to carry out the work of installation of the electric meter or any other equipment necessary for this purpose, within the Building. The Lessee shall have the right to install / affix the electric meter at a fixed place designated by the Lessor inside the Building and to lay and electric cables and wires along the walls etc. of the Building for the purpose of transmitting the power supply from meters to the Equipments of the Lessee. iii. In the event the Lessee deems it necessary to enhance the existing operational electric power load, the Lessor shall, on receipt of a request
  • 10. from the Lessee execute all such documents as may be required for applying and obtaining such enhanced operational power load required for the operations of the Lessee. Upon any termination/cessation of this Deed, the Lessee shall be entitled to have the operational electric power load reduced to the previous levels or surrendered, so that the Lessee can obtain refund of any deposits made by it. iv. The Lessor represents that there are no arrears payable to the electricity supply companies and if the Lessee is denied separate electric power connection on account of arrears due by Lessor, the Lessor undertakes to clear such dues and facilitate the Lessee to have the power connection and in the event, the Lessee is compelled to pay any amount due to the electricity supply company for a cause not traceable or otherwise accountable or attributable to the Lessor, then under such circumstances, the Lessee shall be entitled to recover the same from the Lessor. In case the Lessor fails to pay the said amount to the Lessee within 7 (Seven days) from the date of notice sent by the Lessee in this regard, Lessor shall be liable to pay interest at 18% per annum on the outstanding amount during the period of delay. e. General Safety, Security and Maintenance – i. The Lessee hereby agrees and undertakes to keep the Demised Premises clean and in good condition (except reasonable wear and tear and subject to damages by fire, earthquake, flood, lightening, and violence or by any other act of God beyond the control of the Lessee). ii. The Lessor shall carry out all major and structural repairs and maintenance of the Building during the subsistence of this Agreement so that the Lessee does not face any difficulty in accessing the Demised Premises. iii. The Lessee shall not be responsible or liable in any manner whatsoever for any injury or damage which may be caused to any person, who enters into the Demised Premises and tampers with the Equipments in an unauthorised manner, without the knowledge and consent of the Lessee. iv. In case the Lessor decides to construct additional floors in the Building, which may disturb the functioning of Lessees Equipments / Poles etc. installed on the rooftop, or if the Lessor decides to carry out major structural repair and renovations in the Building or part thereof, including the Demised Premises, the Lessor shall intimate to the Lessee three months in advance in writing about such construction / repairs / renovation. The Lessor further
  • 11. agrees to provide adequate alternate area inside the Building, which is suitable for the purpose of the Lessee in all respect, for installation, operation and maintenance of the Equipments, including electric meter etc. of the Lessee, during the period of construction of such additional floors or such repair or renovation. After such construction, repair or renovation work is complete, the Lessor shall again provide to the Lessee an area similar to the Demised Premises for installation, operation and maintenance of the Equipments, including electric meter etc. of the Lessee, which must be as per the requirements of the Lessee. The Lessor shall ensure that the Equipments of the Lessee are not damaged during such construction, repair or renovation work. v. The Lessee shall ensure that the Equipments are installed at the Demised Premises in such a manner so as to avoid any kind of inconvenience to the other occupants of the Building. vi. The rooftop space, if occupied by the Lessee, will be kept clean at the costs of Lessee. The Lessor shall handover to the Lessee one set of keys for access to the rooftop. vii. The Lessor shall ensure that the common entrance, doorways, staircases, lifts, lobbies, passages etc. within the compound wall of the Building leading to the Demised Premises are kept sufficiently clean, lighted, safe and in substantial repaired and good order and condition at the cost of the Lessor for access of the Lessee. viii. The Lessor shall address and resolve by personal appearance and intervention in case the Lessee faces any social problem arising due to the running of any of the Equipments of the Lessee at the Demised Premises. Any objection raised by or any obstruction caused by any neighbour, local people or any third party during and after the installation of the Equipments of the Lessee or to the smooth running of the Equipments of the Lessee, will be resolved by the Lessor. The Lessor shall show complete pro-activeness in resolving local issues with neighbours etc. f. Sharing of Equipments by Lessee – i. It is specifically agreed by the Lessor that the Lessee shall, based on the sole discretion of the Lessee, have unequivocal right to share its Equipments with any other telecommunication, internet service provider or any other company or third party interested in sharing, for which no separate consent of the Lessor will be obtained. The Lessor shall have no objection if the
  • 12. Lessee allows other companies to install their equipments along with the Equipments installed by the Lessee at the Demised Premises on sharing basis. Such sharing shall not be considered by the Lessor as unauthorized or illegal use of the Demised Premises. The Lessee shall not be liable to pay any additional compensation to the Lessor for sharing its Equipments with any third party. 5. TERMINATION OF LEASE AND EFFECTS OF TERMINATION a. The Lessor expressly agrees that premature termination of this Deed shall be against the interests of the Lessee in view of the nature of business of the Lessee. Therefore, the Lessor expressly agrees that this Deed shall not be terminated by Lessor or any person or entity claiming under the Lessor at any time during the entire Lease Tenure except in the manner mentioned in clause 5(b) herein below. b. The Parties agree that in case the Lease Rent becomes due and outstanding by Lessee for three consecutive months, then the Lessor shall be entitled to terminate this Deed upon serving one month’s prior written notice to the Lessee. However, if the Lessee clears the outstanding Lease Rent within the notice period of one month, then the said termination notice shall stand cancelled and withdrawn. c. The Lessee shall be entitled to terminate this Deed at any time during the Lease Tenure without assigning any reasons there for, upon service of 3 (Three) months’ advance written notice on the Lessor. In case the Lessee spontaneously decides to terminate this lease prematurely, the Lessor shall refund the entire amount of Security Deposit upon simultaneous handover of the Demised Premises by the Lessee to the Lessor. d. In the event the installation or operation of the Equipments installed by the Lessee at the Demised Premises is objected to, obstructed, disrupted or stopped by any person, whether a resident member of the Building / society or not, and whether claiming through or under the Lessor or not, for whatsoever reasons, and if such objection, obstruction or disruption is not resolved by the Lessor within 3 (three) days from the date of notice given in this regard by the Lessee to the Lessor, the Lessee shall be entitled to forthwith terminate this Deed by serving 1 (One) month’s advance written notice (hereinafter referred to as “Termination Notice”) on the Lessor, e. In case of expiry of this Deed or termination thereof by the Lessee under any of the circumstances stated above, the Lessee shall remove itself and its Equipments (except the civil foundation (permanent / semi-permanent RCC structure) from the
  • 13. Demised Premises within the expiry date of this Agreement, or within the period mentioned in the Termination Notice, as the case may be and shall hand over peaceful and vacant possession thereof to the Lessor, SUBJECT TO REFUND OF THE ENTIRE SECURITY DEPOSIT BY THE LESSOR TAKING PLACE SIMULTANEOUSLY, as stated above. 6. RESOLUTION OF DISPUTES a. In the event of any existing or future dispute regarding the ownership of the Building or the Demised Premises with the co-owner of the land (if any), or the developer or any other person or entity, as the case may be, the Lessor shall ensure that the occupation, use and enjoyment of the Demises Premises by the Lessee is not disturbed in any manner whatsoever on account of such disputes, and the Lessor undertakes to resolve such disputes without affecting access, occupation, use and enjoyment of the Demises Premises by the Lessee under these presents. b. In the event of any controversy, dispute or difference arising out of or in connection with or in relation to any term of this Deed, both Parties shall endeavor to settle such dispute or difference by negotiation inter se within 15 (Fifteen days) days, or such extended time as may be mutually agreed, failing which, such dispute or difference shall be referred to a sole arbitrator appointed by the Lessee. The place of arbitration shall be at Chennai and the language of arbitration shall be English. The arbitration shall be in accordance with the Arbitration and Conciliation Act, 1996 or any statutory modification or re-enactment thereof. The award of the Arbitrator shall be final and binding on the Parties. 7. GENERAL CLAUSES a. Notices: i. All notices required to be served by the Lessor upon the Lessee, and by the Lessee upon the Lessor, under this Deed, shall be in writing, and shall be deemed to be properly, sufficiently and effectually served if dispatched by hand delivery, pre-paid registered post acknowledgement due or by any other recognised means of recorded delivery, to the following addresses of the Parties hereto: -
  • 14. The Lessor: Mr. xxxxxxxxxxxxxx No xx, xxxxxx Nagar Trichy The Lessee: xxxxxxxxxxxxxx LIMITED xx Towers, No. xx-yy, zzzzzzzzzzzz Road, Chennai Attn: Legal Head b. Force Majeure: i. If the performance of duties and obligations by the Parties under this Deed is prevented, delayed, restricted or interfered with by or due to any act of God including but not limited to fire, flood, war, governmental directions or orders by civil or military authority, terrorism, enactment or amendment of any law or rules and regulations made effective whether by State or Central Government or by any regulatory authority, which are beyond the reasonable control of such Party and not of its own making and amounting to force majeure, such Party, upon promptly giving written notice of such force majeure event to the other Party, by any mode of recorded delivery, shall be excused from such performance to the extent of such prevention, delay, restriction or interference, provided that the non performing Party shall use all reasonable effort to prevent, avoid, remedy, and or remove the cause for such non-performance and shall continue performance hereunder once force majeure ceases. ii. Promptly after receipt of the above referred notice, the Parties shall consult and decide how to respond to such force majeure event, based on the degree to which the force majeure event shall influence the performance of this Deed.
  • 15. c. Interpretation: i. Recitals shall form part of this Deed. ii. In this Deed, unless the context otherwise requires, any references to words importing singular shall include the plural and vice versa, words importing a gender include every gender and references to persons include bodies corporate and unincorporated. d. Assignment: i. In the event the Lessor transfers or conveys the Building including the Demised Premises to a third party, the Lessor shall intimate the Lessee about the said proposed transfer in writing 3 (Three) months before such transfer. The Lessor shall ensure, in writing duly signed and consented by the transferee, that such transfer / conveyance shall be subject to this Deed, and the transferee shall recognize and accept the rights of the Lessee herein and upon the transfer / conveyance being complete, the transferee shall step into the shoes of the Lessor herein, and all the rights and liabilities of the Lessor shall automatically devolve on the transferee. ii. The Lessee shall be entitled to assign the usage of the Demised Premises or any part thereof or the benefits of this Deed in favour of any of its associate companies, group companies or affiliates or any other person/s or entity/ies. iii. In the event the Lessee merges / amalgamates / consolidates or transfers its assets with / to any entity on account of any merger / amalgamation / reconstruction / consolidation, then such new entity shall recognize and accept the right(s) of the Lessor herein and upon the transfer/conveyance having been completed, all the rights and liabilities of the Lessee shall automatically devolve on the transferee. The Lessor shall have no objection to the transfer of the leasehold rights of the Lessee on account of such merger, amalgamation, reconstruction or consolidation by the Lessee, and the terms of this Agreement shall continue for the remaining Lease Tenure. e. Sale to the Third Party and Right of First Refusal: i. Lessor shall, at any time during the validity of this Deed, first offer to assign, mortgage, or sell the Leased Premises to Lessee, on terms (including commercial terms) no less favourable than those on which Lessor has received a bona fide and arms-length concrete and final offer from a third party for such assignment, mortgage or sale. Lessee shall have the first right (but not obligation) to accept Lessor’s offer. However, Lessee will have to
  • 16. exercise such right within 30 days of making such an offer by Lessor. If the Lessee does not exercise such rights within 30 days as above, the Lessor shall be free to sell, assign, and transfer the said Demised Premises to any person of its choice, subject to the rights of the lessee under this Deed. The Lessor shall ensure that such third party adheres to the terms of this Deed in the capacity of a Lessor. f. Indemnity: i. The Parties hereby indemnify each other and agree to keep each other indemnified 1. Against each and all loss or damages, actions, proceedings etc. as either of the Parties may face or incur directly or indirectly due to any act or omission of the other Party regarding compliance of municipal or other rules and regulations for the time being in force and applicable to the Lessor and / or the Lessee and / or the Demised Premises; 2. Against all losses or damages, which either of the Parties may face or incur directly or indirectly due to any violation of any provision of this Deed by the other Party; 3. Any arrear of tax, charges or other dues payable to the Municipal Authorities and consequent actions initiated by such authorities against either of the Parties shall have no bearing on the other Party and either of the Parties in such a case shall indemnify the other Party’s interests. ii. If due to any breach by the Lessor of any of the terms contained herein, the Lessee is prevented from smoothly and effectively carrying out its business and operations, Lessor shall indemnify the Lessee and the Lessor shall be responsible and liable to pay such damages to the Lessee as the Lessee determines reasonable. iii. The Lessor agrees to indemnify and keep indemnified the Lessee and its officers, agents and directors etc. fully against any loss or damage suffered by the Lessee on account of any defect in title of the Lessor with respect to the Demised Premises. The Lessor shall further indemnify the Lessee against all actions, claims, losses and damages that may be incurred or suffered by the Lessee on account of the Lessor or his assignee or his successors or his agent/representative or any other person/organization claiming under the Lessor including all costs, charges and expenses that may be incurred or suffered by the Lessee due to any dispute, claim or action regarding or originating out of the title or ownership of the Demised Premises, initiated
  • 17. by any individual or organization or other statutory body or competent authority including but not limited to the local Municipal Corporation. iv. The Lessor covenants that, the Lessor is the absolute owner of the Schedule Property and except the Lessor, no one has any right, title and right over the Schedule Property. Further the Lessor admits that all the ownership documents/ requisite Legal heirship certificate related to the Schedule Property could not be furnished by the Lessor to the satisfaction of the Lessee. Therefore, the Lessor hereby agrees and undertakes to indemnify and keep indemnified and hold harmless the Lessee, from or against any action by any statutory authorities including but not limited to the local Panchayat or Municipal Corporation or any individuals claiming title in part or in full of the Schedule Property or claiming any interest or charges, lien or encumbrances over the Schedule Property whereby the possession/right of the Lessee shall get affected adversely or whereby they would be required to vacate the premises, thereby suffering any business loss. That the Lessor hereby takes absolute responsibility to protect the possession of the Lessee in the Schedule Property from any of the aforesaid actions or otherwise shall bear all the costs, penalties, damages and consequences, if any, incurred by the Lessee due to any title related issues with regard to the subject Property. v. The Lessor agree to indemnify and keep indemnified the Lessee and its officers, agents and directors etc. fully against any loss or damage suffered by the Lessee on account of any proceeding or action lodged by any statutory body or competent authority including but not limited to the local Panchayat or Municipal Corporation due to any unauthorized construction or deviation from approved construction plan of the Building on the part of the Lessor, and the Lessor hereby undertake to compensate or reimburse to Lessee all costs, charges and expenses (including relocation expenses) that may be incurred or suffered by the Lessee due to any order passed by the local municipal or other competent authorities. vi. That the Lessor admits that all the ownership documents of the Lessor could not be furnished by the Lessor to the satisfaction of The Lessee, and therefore, the Lessor hereby agrees and undertakes to indemnify and keep indemnified and hold harmless The Lessee, from or against any action by any statutory authorities including but not limited to the local Panchayat or Municipal Corporation or individuals claiming title in part or in full for the aforesaid property or claiming any interest in or charges, lien or encumbrances on the Subject Property whereby the position of The Lessee shall get affected adversely or whereby they would be required to vacate the premises, thereby suffering any business loss. That the Lessor hereby takes absolute responsibility to protect the presence of The Lessee in the Subject Property from any of the aforesaid actions or otherwise and shall
  • 18. bear all costs, penalties and consequences, if any, incurred by the Lessee due to any title related issued with regard to the subject property. g. Governing Law and Jurisdiction: It is agreed by the Parties herein that this Deed shall be governed by the laws of India and the courts of Chennai shall have exclusive jurisdiction regarding any issue arising out of the arbitration process above and with respect to enforcement of awards, all in accordance with the Arbitration and Conciliation Act, 1996. h. Stamp Duty and Registration Fees: The stamp duty and registration fees/charges payable in respect of execution and registration of this Deed and all documents and writings related/incidental to the same, shall be paid by the Lessee alone. i. Entire Agreement: This Deed and the contents hereof supersede each and all agreements, arrangements, understandings, letters, correspondences representations etc. between the Parties hereto with respect to the subject matter herein. j. Waiver: Failure to enforce compliance with any term or condition of this Deed shall not constitute a waiver of such term or condition of this Deed or the right to subsequently enforce such term or condition in the future. No waiver, by either Party, of any provision of this Deed shall, in any event, become effective unless the same shall be in writing and such waiver shall be effective only in the specific instance described and for the purpose that the waiver is given. k. Severability: If any part or any provision of this Deed is or becomes illegal, invalid or unenforceable, that part or provision shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the validity or enforceability of the remaining parts of said provision or the remaining provisions of this Deed. The Parties hereby agree to attempt to substitute for any invalid or unenforceable provision with a valid or enforceable provision, which achieves to the greatest extent possible the economic, legal and commercial objectives of the invalid or unenforceable provision.
  • 19. SCHEDULE (Description of Demised Premises) ALL THAT piece and parcel of rooftop space admeasuring about 450 square feet, in the terrace and open space about 100 square feet in the ground comprised in Trichy District, Trichy Registration District, Trichy Joint Sub District, Trichy Taluk, xxxxxxx Village, Nanja S.No.xx/y an extent of xx cents out of it on the southern side an extent of yy cents divided into plots in it an extent of zzzz sq.feet bounded by:North :- xx feet Road East :- Land of xxxxxxx xxxxxx South:- xxxxx Street, West :- Land of xxxxxxx xxxxxx Within the above boundaries an extent of East West on North and South ww feet, North South on East xx feet, on West yy feet alternately zzzz sq.feet in the Registration District of Trichy and Sub-Registration district of Trichy, And shown bounded by red coloured boundary line on the plan annexed hereto. IN WITNESS WHEREOF THE PARTIES HERETO HAVE EXECUTED THEIR RESPECTIVE HANDS AND SEALS ON THE DAY MONTH AND YEAR FIRSTABOVEWRITTEN. Signed & Delivered by the within named LESSOR, through Mr. - ------------------------------(Mr.xxxxxxxxx )
  • 20. Signed & Delivered by the within named LESSEE XXXXXXXXXXXXXXXX LIMITED through its duly authorised signatory Mr._____ _______________________ WITNESS: 1. Name: _________________ _____________________ Address: ____________________________ (Signature of the witness) _____________________________________ WITNESS: 1.Name:___________________________ _____________________ Address: ____________________________ (Signature of the witness) _____________________________________ RECEIPT
  • 21. RECEIVED on the day and year first hereinabove written from the above named Lessee the sum of Rs.21,000/- (Twenty one Thousand only) vide Demand Draft No. ________ dated _________ drawn on HDFC Bank being the security deposit to be paid by the Lessee to me. I say received. Mr. Witness :