ARTICLE 10 . LANDLORD’S ACCESS TO PREMISES
10.1. The Landlord shall have the right of access to the Premises:
10.1.1. for performance of repair, technical or engineering works related to the maintenance of the Building in operating condition or to the repairs for elimination of breakdowns in the Building or a part thereof, the Common Areas, the Service Areas, the Technical Areas, the Equipment, or the Engineering Systems, particularly, for elimination of destruction or other damage caused to the Building, any part thereof, the Common Areas, the Service Areas, the Technical Areas, the Equipment, or the Engineering Systems;
10.1.2. for installation, inspection, repair, modernization, cleaning, maintenance or connection of any Engineering Systems or Equipment;
10.1.3. performance of preventive repairs;
10.1.4. fulfillment of other obligations of the Landlord with regard to the maintenance of the Building, the Common Areas, the Service Areas, the Technical Areas, the Equipment, and the Engineering Systems;
10.1.5. in other cases provided for by the effective legislation or this Agreement.
10.2. The right of access to the Premises shall imply:
10.2.1. access to the Premises by the Landlord’s representatives and/or the persons authorized by the Landlord, including the Management Company, or by the persons accompanying the Landlord;
10.2.2. presence in the Premises during a period necessary for achieving the purpose of a visit,
10.2.3. use and application of tools and materials and performance of works or other actions required for achieving the purpose of such access.
10.3. The Tenant shall deliver to the Landlord a set of the Premises keys, which may be used by the Landlord for entering the Premises and the interior premises inside thereof in emergency situations. The access rules in such case shall be set out in detail in the Internal Regulations of Commercial Centre.
10.4. In case of necessity to perform scheduled works, the Landlord shall send to the Tenant a 2 (two)-day notification of the visit time. In case of necessity to perform emergency works, the Landlord shall notify the Tenant of the visit time as soon as the Landlord becomes aware of the necessity of such visit.
10.5. Furthermore, in case of occurrence of emergency circumstances requiring immediate intervention by the Landlord, the latter shall have the right of unimpeded access to the Premises without sending a notification to the Tenant.
10.6. The Landlord shall perform necessary works or ensure the performance of such works in the Premises at any time beyond the Common Business Hours, except the emergency situations requiring performance of such works.
10.7. The Landlord shall also have the right of access for demonstration of the Premises to potential purchasers throughout the Lease Term, in each case upon condition that the Landlord sends a two-day notification of the visit time to the Tenant.
ARTICLE 11 . MAINTENANCE OF BUILDING AND PREMISES
11.1. The Landlord’s Obligations:
11.1.1. The Landlord shall maintain the Building in due condition and shall perform current repairs, and, if necessary, major repairs of the structural elements of the Building, its roof, foundation, basement, fa?ade, the Common Areas, the Service Areas, the Technical Areas, the Engineering Systems, the Equipment, the parking spaces and the Adjacent Territory.
11.1.2. The Landlord shall have the right to perform, without the Tenant’s consent, any modification works, as well as repair or reconstruction works required for maintenance of the Building and the Adjacent Territory in due condition or modernization thereof, for elimination or avoidance of any damage to or destruction of the Building and the Adjacent Territory, or for bringing them into conformity with the norms corresponding to their purpose or characteristics. The Landlord shall have the right to modify, renovate, or replace any Equipment or Engineering Systems, and to make modifications to the layout, fit-out or the interior design of the Building and the Adjacent Territory, at its sole discretion.
11.1.3. If the Tenant violates the obligations provided for by this Agreement with respect to the maintenance of the Premises, the Landlord shall have the right to send to the Tenant a written notification of such particular violation. If the Tenant fails to commence the elimination of such violation within 3 (three) days from the receipt of such notification or fails to remedy such violation within 10 (ten) days from the receipt of such notification, the Landlord may perform the respective works in the Premises, at its sole discretion. The Tenant shall reimburse the Landlord for the expenses incurred for the elimination of such violation.
11.1.4. In the course of fulfillment of the obligations with regard to the maintenance of the Building, the Landlord shall minimize the inconveniences caused by the performance of works in the Building, and shall take precaution measures for prevention of the damage to the Premises and the Tenant’s property.
11.1.5. In case of necessity to perform major repairs of the Premises or the Building parts adjoining thereto, the Landlord and the Tenant shall agree on the term of performance of the specified repairs for the avoidance or minimization of interruptions in the Tenant’s commercial activity. If the major repairs may not be performed without complete interruption in the Tenant’s commercial activity, the Tenant shall be released from the payment of the Rent for the period of complete interruption in the commercial activity within the Commercial Centre. If the Tenant continues its commercial activity in the course of the major repairs (including the activity with breaks during the day or in reduced areas of the Premises), the Base Rent shall be paid in the amount proportionate to the ratio of the Leased Area which could be used by the Tenant for conducting its commercial activity to the total Leased Area of the Premises.
11.1.6. If the Tenant is obliged to completely suspend the commercial activity in the Premises for a period exceeding 1 (one) Business Day in connection with damage to the Premises or impossibility to access the Premises, provided that this is caused by actions or omission of the Landlord, its representatives or employees, and that such suspension of the commercial activity is unavoidable, the Landlord shall release the Tenant from the Rent for the period during which the Tenant’s commercial activity in the Premises is completely impossible.
11.1.7. The Landlord shall provide the Building management and maintenance services.
11.1.8. The Landlord shall not be liable for an interruption in provision of the Utilities for reasons beyond its control, including accidents, damage, necessity of repairs or performance of other works in the Building and/or the Adjacent Territory, as well as severe weather conditions. The Landlord shall make all possible efforts for the recommencement of the services provision in the shortest possible time and shall recommence the services provision immediately upon the cessation of the circumstances impeding the provision thereof.
11.2. The Tenant’s Obligations:
11.2.1. Throughout the Lease Term the Tenant shall conduct the commercial activity in accordance with the Internal Regulations of Commercial Centre and shall maintain the Premises in the condition conforming to the Internal Regulations of Commercial Centre and the Tenant’s Design Handbook.
11.2.2. The Tenant shall, at its own expense, take necessary measures aimed at servicing and maintenance of the Premises, including the measures aimed at cleaning the Premises, collection and storage of garbage and waste, and maintenance of the Building in order and operating condition. The Tenant shall, at its own expense, perform current repairs of the Premises, including repainting or other renovation of interior wall surfaces, ceilings, floors and doors, and renewal of floor coverings, window glasses, lighting fixtures, interior finish and other improvements installed by the Tenant in the Premises, as well as of any signs within or beyond the Premises.
11.2.3. The Tenant shall, at its own expense, maintain the Engineering Systems and the Equipment in the Premises, except those installed by the Landlord, in due technical condition and shall ensure uninterrupted operation and servicing thereof.
11.2.4. The Tenant shall ensure uninterrupted operation of the Trading Equipment, servicing, repair and, if necessary, replacement thereof.
11.2.5. The Tenant shall notify the Landlord in writing of any damage caused to the Building, the Premises or the Adjacent Territory , or their destruction, as soon as it becomes aware thereof.
11.2.6. Any damage caused to the Premises, the Engineering Systems or the Equipment, the Building (or any of its parts) or the Adjacent Territory, or destruction thereof, caused by the Tenant or its representatives, employees, agents, users or visitors shall be by the decision of the Landlord either (i) eliminated by the Tenant, at its own expense, in the shortest possible time with the use of the materials approved by the Landlord and with ensuring safety and proper quality; or (ii) elimintated by the Landlord, in which case all related expenses shall be incurred by the Tenant. If, upon the receipt of the Landlord’s respective instruction, the Tenant fails to perform the relevant repairs, the Landlord may ensure the performance of necessary works at its sole discretion, and the Tenant shall reimburse the Landlord for expenses on performance of such works.
ARTICLE 12 . COMMON AREAS, SERVICE AREAS, ADJACENT TERRITORY, ENGINEERING SYSTEMS AND EQUIPMENT
12.1. The Tenant shall have the right:
12.1.1. together with the Landlord, the Building Tenants and visitors of the Commercial Centre, to use the Common Areas, the Service Areas and the Adjacent Territory in accordance with the Internal Regulations of Commercial Centre;
12.1.2. to use the Engineering Systems and the Equipment installed in the Premises to the extent that such use complies with their purpose and is necessary for operation of the Premises in accordance with the Designated Use.
12.2. The Tenant shall treat with due care the Common Areas, the Service Areas and the Adjacent Territory, as well as the Engineering Systems and the Equipment.
12.3. The Tenant shall not have the right to use the Engineering Systems and the Equipment for purposes which do not correspond to the designated use thereof, shall not exceed their design load and shall not have the right of access to the Engineering Systems and the Equipment beyond the Premises, except in cases where the Landlord’s written consent thereto has been obtained.
12.4. The Tenant shall not:
12.4.1. use the Common Areas, the Service Areas, and the Adjacent Territory for the purpose of conducting an activity incompatible with the respective purposes of use of such areas;
12.4.2. use the Common Areas, particularly, the entrance to the Premises/the entrance hall of the Premises for any activity which may impede the activity of other Building Tenants, and without a special permission of the Landlord or the Management Company, allow gathering of a large number of visitors through implementation of any advertising or other measures.
ARTICLE 13 . MODIFICATIONS AND IMPROVEMENTS
13.1. The Tenant shall not have the right to make any modifications to the structural elements or the structures, and to make other structural modifications in the Premises without prior written consent of the Landlord.
13.2. The Tenant shall have the right to make inseparable improvements in the Premises only upon condition that the Tenant obtains prior written consent of the Landlord. The Landlord’s consent shall mean the approval by the Landlord of the submitted project of works on performance of inseparable improvements.
13.3. Upon the expiration of the Lease Term or as a result of other termination of this Agreement, all inseparable improvements made by the Tenant shall become the property of the Landlord. Upon the expiration of the Lease Term the Tenant shall transfer to the Landlord under an act in OS-1 form the inseparable improvements in the Premises, with indication of their balance cost and the period of use. The Tenant shall not be reimbursed for the cost of such improvements, save as provided for by this Agreement.
ARTICLE 14 . INSURANCE
14.1. The Tenant shall, at its own expense, enter into the following insurance agreements (the "Insurance Agreements") and ensure the validity thereof for the term specified below in this Clause:
14.1.1. agreement on insurance of the Tenant’s property located in the Premises – for the whole Lease Term;
14.1.2. agreement on insurance against liability to third parties caused by the Tenant’s activity in the Premises – for the whole Lease Term;
14.1.3. agreement on insurance against liability to third parties caused by the Tenant’s Works – for the whole period of performance of such works;
14.1.4. agreement on insurance of the results of the Tenant’s Works – for the whole period of performance of such works.
14.2. The deductible amount under each of the Insurance Agreements shall not exceed 1% (one percent) of the coverage amount.
14.3. The coverage amount in case of insurance of the Tenant’s property located in the Premises shall be not less than the amount specified in Clause 10 a. of Schedule 1.
14.4. The coverage amount in case of insurance against liability for damage caused to third parties by the Tenant’s activity shall be not less than the amount specified in Clause 10 b. of Schedule 1.
14.5. The coverage amount and other conditions of the Insurance Agreements which shall be entered into in connection with the performance of the Tenant’s Works shall be approved by the Landlord prior to the entry into the respective Insurance Agreements and prior to the commencement of the respective Tenant’s Works.
14.6. The Tenant shall execute the Insurance Agreements provided for by this Agreement with one of the insurance companies, included into the insurance companies list contained in Schedule 10.
14.7. Within 10 (ten) Business Days from the Signing Date and prior to each Adjustment Date the Tenant shall provide to the Landlord copies of the respective Insurance Agreements and the documents evidencing the validity thereof.
14.8. The Tenant shall refrain from any actions or omissions which may result in the invalidity of any of the Insurance Agreements or may increase the amount of insurance premiums. The Tenant shall comply with all the terms and conditions of the Insurance Agreements and all the requirements of the insurance companies, and shall notify the Landlord of occurrence of any insured event provided for by the Insurance Agreements and of any other event which shall be communicated to the insurance companies.
14.9. Unless otherwise provided for by this Agreement, the Insurance Agreements shall cover the events insured against under insurance entered into for similar insurance objects.
14.10. The Landlord shall enter into the Building insurance agreements (property and civil liability insurance).
ARTICLE 15 . TERMINATION OF AGREEMENT
15.1. This Agreement shall be terminated:
15.1.1. as a result of fulfillment by the Parties of all of their obligations under this Agreement;
15.1.2. on the basis of the Parties’ accord on termination of this Agreement;
15.1.3. in the event of the Landlord’s unilateral refusal to perform this Agreement in the cases provided for by this Agreement;
15.1.4. in the event of the Tenant’s unilateral refusal to perform this Agreement in the cases provided for by this Agreement;
15.1.5. in other cases established by the effective legislation of the Russian Federation.
15.2. The Landlord shall have the right to refuse, unilaterally and extra-judicially, to continue the performance of this Agreement by sending a notification of termination to the Tenant at least prior to the Agreement termination date in the following cases:
15.2.1. if the Preliminary Lease Agreement or the Short-Term Lease Agreement is terminated early as a result of the Tenant’s violation thereof or due to the Force-Majeure Circumstances;
15.2.2. if payment of any part of the Rent is delayed for a period of Business Days and more two times in succession;
15.2.3. if payment of any part of the Rent is delayed for a period of (twenty) Business Days and more;
15.2.4. sublease of the Premises or other transfer of the rights in respect of the Premises to third parties in violation of the provisions of this Agreement;
15.2.5. use of the Premises after the Commencement Date in any way other than the Designated Use or the business concept of the Tenant, set forth by this Agreement, in particular, under other Trade Name, and failure to eliminate such violations within 3 (three) days from the receipt of a notification thereof from the Landlord;
15.2.6. if the Tenant and/or the Tenant’s participant (shareholder) for acknowledgment of the Tenant’s insolvency (bankruptcy) with the arbitration court;
15.2.7. if the arbitration court renders a ruling on commencement of bankruptcy proceedings against the Tenant and/or a ruling on application of one of the bankruptcy procedures with regard to the Tenant;
15.2.8. if the Tenant’s management body or the court takes the decision on liquidation, or the Tenant performs any actions aimed at preparation to the commencement of liquidation;
15.2.9. if the Tenant’s management body takes the decision on reorganization of the Tenant (except the reorganization in the form of transformation), or the Tenant performs any actions aimed at preparation to the commencement of reorganization, except in cases where the above is effected for the purpose of corporate restructuring, provided that the reorganization is effected (i) with the Landlord’s prior consent, or (ii) in such a way that the Tenant’s legal successor in respect of the rights and obligations under this Agreement has the same participants (shareholders) or one of the participants (shareholders) as the Tenant had on the signing date of this Agreement;
15.2.10. if the Tenant commits one of the below violations of this Agreement and fails to eliminate such violation within 10 (ten) Business Days upon the receipt of a respective written notification from the Landlord:
15.2.10.1. non-execution or failure to take actions aimed at maintenance or renewal of any of the Insurance Agreements or failure to provide the documents evidencing the execution and validity of the Insurance Agreements, in accordance with this Agreement;
15.2.10.2. the Tenant, its representatives, employees, agents, users or visitors cause damage to the Building, its parts, the Engineering Systems or the Equipment, the Premises or the Adjacent Territory, documented in an act singed by the Parties (and in case of the Tenant’s groundless refusal to sign such act – in an act signed solely by the Landlord), provided that, by the decision of the Landlord, the Tenant fails to commence the elimination of such damage within 10 (ten) Business Days or fails to eliminate such damage within the term specified in the act or fails to compensate within 10 (ten) Business Days from the receipt of a respective request the expenses incurred by the Landlord to eliminate the damage, if the repairs were procured by the Landlord;
15.2.10.3. violation of the obligations provided for by this Agreement with regard to the uninterrupted Designated Use of the Premises;
15.2.10.4. the Tenant prevents the Landlord from the state registration of the Long-Term Lease Agreement, particularly, but not exclusively, by refusing or evading the provision to the Landlord of the documents required for the state registration of the Long-Term Lease Agreement;
15.2.10.5. failure to provide the Statistical Report or provision of deliberately inadequate Statistical Report;
15.2.10.6. failure to obtain the Necessary Approvals for use of the Premises in accordance with the Designated Use or failure to obtain the right to use the Trade Name or the trade mark (service mark) corresponding thereto;
15.2.10.7. violation of other provisions of this Agreement and failure to eliminate such violation within 3 (three) days from the receipt of a notification thereof from the Landlord.
15.3. If this Agreement is terminated as a result of the violation hereof by the Tenant, all inseparable improvements made by the Tenant (including all the results of the Tenant’s Preliminary Works and the Tenant’s Works) shall become the property of the Landlord at the time of the Agreement termination and the Landlord shall not reimburse the Tenant for the cost of any improvements in the Premises.
15.4. The Tenant shall have the right to refuse, unilaterally and extra-judicially, to continue the performance of this Agreement by sending a notification of termination to the Landlord at least 10 (ten) Business Days prior to the Agreement termination date, if the Building or the Premises are destroyed or damaged to such an extent that the Premises become unfit for the Designated Use, not as a result of actions of the Tenant or the persons for which the Tenant is liable, and such damage may not be eliminated within 75 (seventy-five) Business Days from the time of occurrence thereof. If by the time of the Agreement termination, according to the Tenant’s notification, the respective damage to the Premises or the Building is eliminated, this Agreement shall not be terminated and shall remain in force.
15.5. This Agreement shall be deemed to be terminated as of the date specified in the respective Party’s notification of repudiation of this Agreement.
ARTICLE 16 . TRANSFER OF PREMISES UPON TERMINATION OF AGREEMENT
16.1. If this Agreement is terminated by mutual agreement of the Parties prior to the Lease Term Expiration Date, as a result of other termination of this Agreement, or the Lease Term is expired the Tenant shall, within 7 (seven) days, accordingly from the Agreement termination date or from the last day of the Lease Term, vacate and return the Premises to the Landlord in the same condition as on the Commencement Date, fair wear and tear excepted, free of any property of the Tenant or third parties.
16.2. In the event of the Agreement termination, the Tenant shall dismantle and remove the separable improvements belonging to the Tenant from the Premises, the Building and the Adjacent Territory.
16.3. The Premises shall be transferred to the Landlord under the act in the form contained in Schedule 8. If the Tenant leaves any items in the Premises, the Building or the Adjacent Territory upon the termination of this Agreement, the Landlord shall have the right to refrain from the signing of the specified act.
16.4. If in the event of termination of this Agreement prior to the Lease Term expiration the Tenant fails to vacate the Premises, during a period of time which may not exceed 7 (seven) days within which the Premises shall be vacated, the Tenant shall pay for the use of the Premises an amount corresponding to the Rent amount. The Tenant shall be fully liable for the Premises during the period of the Premises vacation.
16.5. In the event of a delay in the transfer of the Premises, the Tenant shall pay the Rent in proportion to the period of such delay in the amount equal to 150% (one hundred fifty percent) of the Rent amount preceding the Lease Term Expiration Date or the Agreement termination date, respectively, and shall reimburse for any expenses and losses incurred by the Landlord in connection with such delay.
16.6. If the Tenant delays the transfer of the Premises, the Landlord shall have the right to evict the Tenant by enforcement and repossess the Premises. The Landlord shall not be liable for any loss or damage caused to the Tenant’s property in the course of the eviction.
16.7. If any property is not removed by the Tenant from the Premises, the Building, and the Adjacent Territory within 7 (seven) days from the Agreement termination date, the Landlord shall have the right, at its sole discretion:
16.7.1. to consider such property abandoned, in which case such property shall become the property of the Landlord, or
16.7.2. to remove all or a part of such property from the Premises, the Building, or the Adjacent Territory, in which case all relevant expenses shall be incurred by the Tenant.
ARTICLE 17 . LIABILITY OF PARTIES
17.1. The Parties shall bear liability in accordance with the effective legislation of the Russian Federation and this Agreement.
17.2. The Tenant’s Liability:
17.2.1. The Tenant shall:
17.2.1.1. indemnify the Landlord for the losses incurred by the latter as a result of damage caused by the Tenant to the Landlord’s property;
17.2.1.2. reimburse the Landlord for any expenses incurred by the Landlord in connection with the compensation for the incurred damage or losses with regard to the Premises or the Building caused by the circumstances related to the Tenant;
17.2.1.3. at its own expense, eliminate any damage caused to the Premises or the Building by the Tenant, the Tenant’s Contractors or its suppliers, as well as the defects of the Premises or the Building which occurred during the performance of the Tenant’s Works, and reimburse for all the losses caused thereby;
17.2.1.4. indemnify the Landlord against any other losses related to non-performance or improper performance of this Agreement by the Tenant.
17.2.2. The Tenant agrees to indemnify the Landlord, the Building Tenants or any third parties, for any loss or damage caused to the Landlord, the Building Tenants, or any third parties, respectively, as a result of performance of the Tenant’s Works by the Tenant, or by any party acting on behalf of the Tenant, particularly, due to the failure to obtain any required approvals or permits.
17.2.3. In case of violation of the payment terms set by this Agreement, the Tenant shall, at the Landlord’s written request, pay a penalty in the amount of 0.2% (zero point two percent) of unpaid amount for each day of delay. Such penalty shall be paid in addition to the amount of losses caused by such violation.
17.2.4. In case of material breach of the Internal Regulations of Commerical Centre the Tenant shall at the written request of the Landlord pay the penalty equal to 1/365 (one three hundred sixty fifth) of the Base Rent effective at the moment of the breach for each breach commited. The Internal Regulations of Commerical Centre shall define what is the material breach of the Internal Regulations of Commerical Centre.
17.2.5. If in accordance herewith the Landlord unilaterally refuses to perform this Agreement, and if this Agreement is terminated prior to the expiration of the Lease Term due to the Tenant’s violation of this Agreement:
17.2.5.1. the Security Deposit, the Rent and any other payments made by the Tenant to the Landlord in accordance with this Agreement shall not be repaid to the Tenant and shall be considered as an indemnity for the Landlord’s losses caused by the Tenant’s violation of the terms and conditions of this Agreement;
17.2.5.2. any inseparable improvements in the Premises made by the Tenant which may not be removed without damaging the Premises shall become the property of the Landlord without any compensation for the cost of such inseparable improvements.
17.2.6. The Parties agree that the cost of the inseparable improvements to be reimbursed by the Landlord shall be determined based on the balance cost of the inseparable improvements with allowance for amortisation. Furthermore, the legal treatment of the inseparable improvements made by the Tenant in the Premises shall fully apply to all the equipment which falls under the category of inseparable improvements in accordance with the legislation of the Russian Federation or an additional agreement between the Parties.
17.2.7. The Tenant shall reimburse for the losses caused by its actions or by actions of the Tenant’s Contractors in the course of performance of the Premises preparation works, particularly, as a result of repair and construction works and the works on connection of the Equipment to the Engineering Systems, within 5 (five) Business Days from the date on which the Landlord issues a respective invoice.
17.3. The Landlord’s Liability:
17.3.1. Unless otherwise provided for by this Agreement, the total amount of the Landlord’s liability for indemnifying the Tenant’s losses and damage in relation with all violations committed by the Landlord in accordance or in connection with this Agreement shall be limited to the amount equal to the Security Deposit, and, if the inseparable improvements shall be reimbursed for, to the amount of the Base Rent for 1 (one) month preceding the receipt of such Tenant's request.
17.3.2. Except the cases caused by the Landlord’s faulty actions, the Landlord shall not be liable to the Tenant, its representatives, employees, subtenants, agents or visitors, if the unimpeded use of the Premises, the Common Areas, the Service Areas or the Adjacent Territory is violated by third parties, particularly:
17.3.2.1. for any actions of the Building Tenants, visitors of the Buildings or users, tenants or visitors of adjoining constructions which cause inconvenience to the Tenant;
17.3.2.2. in case of damage to or destruction of the Building, the Common Areas, the Service Areas or the Adjacent Territory, and in case of failures, shutdowns or leakages in the Engineering Systems or the Equipment; or
17.3.2.3. in case of occurrence of obstacles or hindrances for the Landlord with regard to the access to the Common Areas, the Service Areas or the Adjacent Territory or the use thereof.
17.3.3. The Landlord shall not be liable to the Tenant, its representatives, employees, subtenants, agents or visitors if:
17.3.3.1. there is accidental destruction, loss, or damage to any property of such persons located in the Premises, the Building or the Adjacent Territory;
17.3.3.2. destruction, loss, or damage to any property of such persons in the Premises, the Building or the Adjacent Territory is caused by actions of third parties;
17.3.3.3. damage to life or health of such persons is caused by actions of third parties.
17.3.4. The Landlord shall not be liable for the installation by the Tenant of safety systems in the Premises and for the damage caused to the Premises or the property located in the Premises by third parties’ actions.
17.4. Release from Liability:
17.4.1. The Parties shall be released from liability for non-fulfillment of their obligations under this Agreement to the extent that such non-fulfillment is caused by the Force-Majeure Circumstances and such release shall be applicable during the period of existence of such circumstances.
17.4.2. The Party referring to the Force-Majeure Circumstances shall immediately, but in any case within 14 (fourteen) days after the occurrence thereof, notify the other Party thereof in writing. Such notification shall contain information on the nature of the Force-Majeure Circumstances and, to the extent possible, the estimation of their influence on the ability of the Party referring thereto to fulfill its obligations under this Agreement, as well as the estimation of expected duration of the Force-Majeure Circumstances.
17.4.3. The Parties shall fulfill all of their other obligations not affected by the Force-Majeure Circumstances.
17.4.4. If the Force-Majeure Circumstances last for more than 3 (three) months, or there are reasonable grounds to estimate that the duration thereof will exceed 3 (three) months, the Parties shall immediately commence negotiations and shall adopt such amendments to the terms and conditions of this Agreement as may be necessary for the Parties to continue the fulfillment of their obligations under this Agreement in the conditions most similar to the previously existing conditions. The failure to fulfill the notification obligation set by this Clause shall divest the respective Party of the right to refer to the Force-Majeure Circumstances as the ground for release from liability, except in cases where the other Party is aware of their existence and influence on the first Party.
ARTICLE 18 . APPLICABLE LAW AND SETTLEMENT OF DISPUTES
18.1. The legislation of the Russian Federation shall apply to the rights and obligations of the Parties arising from this Agreement. In all other issues not regulated by this Agreement the Parties shall be governed by the legislation of the Russian Federation.
18.2. The Parties shall seek to settle all disputes and disagreements arising in connection with the performance of this Agreement, modification, termination or nullity hereof, by means of negotiations, and shall formalize the achieved accords in the form of additional agreements between the Parties. Furthermore, the Parties agree that the provisions of this Clause shall not imply an obligatory extra-judicial settlement of disputes.
18.3. Either Party shall have the right to refer a dispute arisen between the Parties in connection with this Agreement to the Arbitration Court of Saint-Petersburg and Leningradskaya Region.
ARTICLE 19 . NOTIFICATIONS AND TRANSFER OF DOCUMENTS
19.1 Any notification, request or other communication sent in connection with this Agreement shall be made in writing and shall be signed by a person duly authorized to act on behalf of the relevant Party.
19.2 Any notification, request or other communication sent in connection with this Agreement shall be sent by courier, express-delivery service or registered mail with delivery notification. Besides the above methods notifications and any other documents may be sent to the Tenant by fax, by e-mail, or may be delivered to the Premises.
19.3 Each notification, document, certificate or other communication which shall be sent under or in connection with this Agreement shall be made in Russian and may be accompanied by English translation.
19.4 Notifications shall be sent at the Parties’ addresses specified below or at other address which either Party may communicate to the other Party in writing.
19.4.1 For the Landlord:
19.4.2 For the Tenant:
19.5 The notifications sent under this Agreement shall be deemed to be received: (i) on the date indicated on the receipt – if delivered by courier or in person; (ii) on the date indicated as the delivery date on the notice of receipt – if sent by registered mail through a post office; (iii) on the send date – if sent by e-mail or by fax, provided that there is a delivery confirmation from the receiver.
19.6 The Parties shall immediately inform each other on all the changes in the mailing and bank details, name and corporate form, change of persons possessing the right to act on behalf of the Party without power of attorney. If either Party performs the actions provided for by this Agreement on the basis of the information on the change of which it has not been informed in accordance with the established procedure, such actions shall be deemed to be duly performed.
ARTICLE 20 . CONFIDENTIALITY
20.1. Each of the the Partes shall be obliged not to disclose, transfer or otherwise make available to third parties this Agreement and the information contained herein and in other documents concerning the relationships between the Parties within the framework of this Agreement (including those transferred prior to the signing of this Agreement), without the written consent of the other Party. Such restriction shall not be applicable in the following cases:
20.1.1. if the Parties shall provide the text of this Agreement or the information contained herein to the competent state authorities to the extent provided for by the law;
20.1.2. the Landlord shall have the right to provide this Agreement and the information contained herein and in other documents concerning the relationships between the Parties within the framework of this Agreement, if this is required for the purpose of financing, construction of the Commercial Centre, further operation and management thereof;
20.1.3. the Tenant shall have the right to provide this Agreement to the bank financing the Tenant’s activity, and the insurance companies with which the Insurance Agreements are entered into, provided that an agreement on non-disclosure and confidentiality of such information is entered into with each of such persons.
20.2. The Tenant shall be liable for keeping confidential the parameters of the Building, any technical documentation with regard thereto, as well as other information with regard to the parameters of the Commercial Centre or any part thereof. The Tenant shall have the right to provide such information to third parties, if this is required for the performance of this Agreement, provided that the Tenant executes an agreement on confidentiality of such information with such parties.
ARTICLE 21 . TRANSFER OF RIGHTS
21.1. The Tenant shall not have the right to transfer its rights under this Agreement without the Landlord’s consent.
21.2. The Landlord shall have the right to assign its rights and obligations under this Agreement to any third parties without the Tenant’s prior consent, and if such Tenant’s consent is required by law, the Tenant shall provide such consent by signing this Agreement.
21.3. The Tenant acknowledges and agrees that the Building (or any part thereof, including the Premises) may form the subject of pledge (mortgage), and the rights of claim against the Tenant under this Agreement may form the subject of pledge or security assignment (assignment under condition) in favor of the Landlord’s creditors.
ARTICLE 22 . MISCELLANEOUS
22.1. This Agreement is signed in 3 (three) counterparts: 1 (one) counterpart for each Party and 1 (one) counterpart for the Authority responsible for the state registration of the Long-Term Lease Agreement.
22.2. This Agreement is signed in Russian and in English. In the event of any contradictions between the Russian and the English texts of this Agreement, the text in Russian shall prevail.
22.3. If any condition or provision of this Agreement is acknowledged illegal or invalid, all the other conditions and provisions of this Agreement shall remain fully valid, and such illegal or unenforceable condition or provision (as applicable) shall be fulfilled as completely as possible to the extent that it remains valid and effective in order to achieve the Parties’ intended result to the fullest extent.
22.4. The Parties agree and acknowledge that neither of them may amend or terminate this Agreement in the event of a material change in circumstances in accordance with the procedure provided for by article 451 of the Civil Code of the Russian Federation.
22.5. This Agreement shall represent a full and exhaustive statement of all arrangements between the Landlord and the Tenant in respect of the subject matter of this Agreement, and upon the entry into force it shall cancel and supersede all previous arrangements between the Parties in respect of the subject matter hereof.
ARTICLE 23 . ADDRESSES AND BANK DETAILS OF PARTIES
23.1. The Landlord:
23.2. The Tenant:
ARTICLE 24 . SCHEDULES
24.1. The following Schedules are enclosed to this Agreement and form an integral part hereof:
24.1.1. Schedule 1. Basic commercial terms.
24.1.2. Schedule 2. Copy of Cadastral Extract /Cadastral Passport of Land Plot.
24.1.3. Schedule 3. Plan of Premises.
24.1.4. Schedule 4. Designated Use.
24.1.5. Schedule 5. Utilities.
24.1.6. Schedule 6. Building Operation Services.
24.1.7. Schedule 7. Form of Act of Transfer and Acceptance.
24.1.8. Schedule 8. Form of Act of Transfer and Acceptance upon Termination of Lease Agreement.
24.1.9. Schedule 9. Form of Statistical Report.
24.1.10. Schedule 10. List of Insurance Companies for Insurance Agreements Purposes.
ARTICLE 25 . SEALS AND SIGNATURES OF PARTIES
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