Common use of Interpretation and Miscellaneous Clause in Contracts

Interpretation and Miscellaneous. Condonation Not a Waiver 10.1 No condoning, excusing, giving of time or overlooking by the Landlord of any default, breach or non-observance or non-performance by the Tenant at any time or times of any of the Tenant’s agreements, stipulations, terms, conditions and obligations herein contained shall operate as a waiver of the Landlord’s rights hereunder in respect of any continuing or subsequent default, breach or non-observance or non-performance or so as to defeat or affect in any way the rights and remedies of the Landlord hereunder in respect of any such continuing or subsequent default or breach and no waiver by the Landlord shall be inferred from or implied by anything done or omitted by the Landlord unless expressed in writing and signed by the Landlord. Any consent given by the Landlord shall operate as a consent only for the particular matter to which it relates and in no way shall be considered as a waiver or release of any of the provisions hereof nor shall it be construed as dispensing with the necessity of obtaining the specific written consent of the Landlord in the future in respect of similar or other matters unless expressly so provided. (a) The common areas referred to in this Agreement shall mean the following:- (i) Such parts of the said building as may be designated under the Deed in respect of the said building as common areas for use in common by the co-owners for the time being of the said building; and (ii) Such other parts of the said building as may from time to time and at any time be so designated by the Landlord and/or the manager of the said building; (b) The common services and facilities referred to in this Agreement shall mean the following :- (i) Such services and facilities as may be designated under the Deed in respect of the said building as common services and facilities for the use in common by or benefit of the co-owners for the time being of the said building; and (ii) Such other services and facilities within the said building as may from time to time and at any time be so designated by the Landlord and/or the manager of the said building; Provided always that the Landlord and/or the manager of the said building shall also have the full and unrestricted right and power from time to time and at any time without the same constituting an actual or constructive eviction of the Tenant and without incurring any liability to the Tenant therefor to designate redesignate reallocate and/or partition such part or parts of the common areas and/or the common services and facilities and (if any) the recreational areas and facilities on the said building for the use of any person or persons and at such charges (if any) as the Landlord and/or the manager of the said building may see fit and to erect install restrict and/or alter the arrangement and/or the location and/or the accessibility of the same (such as entrances passageways doors doorways corridors landings staircases lobbies lifts escalators toilets) and the Tenant shall not raise any objection thereto and shall not have any recourse or remedy in any manner whatsoever.

Interpretation and Miscellaneous. Condonation Not a Waiver 10.1 No condoning, excusing, giving of time or overlooking by NAME OF BUILDING 12.1 The Landlord reserves the Landlord of right subject to any default, breach or non-observance or non-performance by the Tenant at any time or times of any relevant provisions of the Tenant’s agreements, stipulations, terms, conditions and obligations herein contained shall operate as a waiver Deed of Mutual Covenant (if any) and/or the Landlord’s rights hereunder in respect Sub-Deed of any continuing or subsequent default, breach or non-observance or non-performance or so as to defeat or affect in any way the rights and remedies of the Landlord hereunder in respect of any such continuing or subsequent default or breach and no waiver by the Landlord shall be inferred from or implied by anything done or omitted by the Landlord unless expressed in writing and signed by the Landlord. Any consent given by the Landlord shall operate as a consent only for the particular matter to which it relates and in no way shall be considered as a waiver or release of any of the provisions hereof nor shall it be construed as dispensing with the necessity of obtaining the specific written consent of the Landlord in the future in respect of similar or other matters unless expressly so provided. Mutual Covenant (aif any) The common areas referred to in this Agreement shall mean the following:- (i) Such parts of the said building as may be designated under the Deed in respect of the said building Building to name the Building with any such name or style as common areas for use it in common by the co-owners for the its sole discretion may determine and at any time being of the said building; and (ii) Such other parts of the said building as may and from time to time and at to change, alter, substitute or abandon any time be so designated by the Landlord and/or the manager of the said building; (b) The common services and facilities referred to in this Agreement shall mean the following :- (i) Such services and facilities as may be designated under the Deed in respect of the said building as common services and facilities for the use in common by or benefit of the co-owners for the time being of the said building; and (ii) Such other services and facilities within the said building as may from time to time and at any time be so designated by the Landlord and/or the manager of the said building; Provided always that the Landlord and/or the manager of the said building shall also have the full and unrestricted right and power from time to time and at any time such name without the same constituting an any actual or constructive eviction of the Tenant and without incurring any liability to the Tenant therefor therefor. LANDLORD'S RIGHTS REGARDING COMMON AREAS AND COMMON FACILITIES 12.2 Notwithstanding anything herein contained and in particular Section IV above, the Landlord shall have the right to designate redesignate reallocate and/or partition remove, cancel, relocate or otherwise change or carry out any alteration or addition or other works to the common areas (including but not limited to entrances, passages, corridors and staircases) and common facilities (including but not limited to lifts, escalators and toilets) of the Building and such other part or parts of the common areas and/or Building (other than the common services Premises) from time to time and facilities and (if any) the recreational areas and facilities on the said building for the use of any person or persons and at in such charges (if any) manner as the Landlord and/or may in its absolute discretion deem fit without the manager same constituting any actual or constructive eviction of the said building may see fit Tenant and without incurring any liability whatsoever to the Tenant therefor. In particular, the Landlord hereby expressly reserves the right at any time at its sole discretion to renovate or refurbish the shopping arcade of the Building of which the Premises form part and to erect install restrict and/or alter change, alter, amend, vary, add to and re-locate the arrangement and/or the location and/or the accessibility layout of the same (shopping arcade including but not limited to the external walls, entrance lobbies, staircases, landings, passages, corridors, toilets, lifts and escalators and to carry out works to effect such as entrances passageways doors doorways corridors landings staircases lobbies lifts escalators toilets) renovation, refurbishment, change, alteration, amendment, variation, addition and re-location Provided that the size of the Premises shall not be affected or reduced in any way And Provided further that the Tenant shall not raise be entitled to object to the renovation, refurbishment, change, alteration, amendment, variation, addition, re-location or any objection thereto works thereof and shall not have no right of action or claim for compensation whatsoever in connection with any recourse or remedy in any manner whatsoevermatters arising from this Clause.

Interpretation and Miscellaneous. Landlord and Tenant Legislation 1. To the extent that the Tenant can lawfully do so, the Tenant hereby expressly agrees to deprive himself of all rights (if any) to protection against eviction or ejectment afforded by any existing or future legislation from time to time in force and applicable to the Premises or to this tenancy and the Tenant agrees to deliver up vacant possession of the Premises to the Landlord on the expiration or sooner termination of the tenancy hereby created, notwithstanding any rule of law or equity to the contrary. Condonation Not a Waiver 10.1 2. No condoning, excusing, giving of time excusing or overlooking by the Landlord of any default, breach or breach, non-observance or non-performance by the Tenant at any time or times of any of the Tenant’s agreements, stipulations, terms, conditions and obligations herein contained shall operate as a waiver of the Landlord’s rights hereunder in respect of any antecedent continuing or subsequent default, breach or breach, non-observance or non-performance or so as to defeat or affect in any way the rights and remedies of the Landlord hereunder in respect of any such antecedent continuing or subsequent default breach non-observance or breach non- performance and no waiver by the Landlord shall be inferred from or implied by anything done or omitted by the Landlord Landlord, unless expressed in writing and signed by the Landlord. Any consent given by the Landlord shall operate as a consent only for the particular matter to which it relates and in no way shall be considered as a waiver or release of any of the provisions hereof nor shall it be construed as dispensing with the necessity of obtaining the specific written consent of the Landlord in the future in respect of similar or other matters future, unless expressly so provided. Service of Notice 3. Any notice required to be served hereunder shall, if to be served on the Tenant, be sufficiently served if addressed to the Tenant and sent by prepaid post to or delivered at the Premises or the Tenant’s last known registered office or place of business or residence in Hong Kong and, if to be served on the Landlord, be sufficiently served if addressed to the Landlord and sent by prepaid post to or delivered at the address given above or any other address which the Landlord may notify the Tenant from time to time. A notice sent by post shall be deemed to have been received by the Tenant at the time when in due course of post it would be delivered at the address to which it is sent. No Fine, Premium &etc. 4. The Tenant acknowledges that no fine, premium, key money or other consideration has been paid by the Tenant to the Landlord for the grant of this tenancy. (a) The common areas referred This Agreement supersedes any and all previous representations, arrangements, understandings and agreements between the parties (whether by themselves or through their respective agents and whether written or oral) relating to the Premises and/or any tenancy of the Premises and constitutes the entire, complete and exclusive agreement and understanding between them relating to the tenancy of the Premises and there are no other express terms (whether by themselves or through their respective agents and whether written or oral) or implied terms agreed between them. Unless otherwise agreed or confirmed by the parties in writing after the date of this Agreement, this Agreement cancels any and all previous representations, arrangements, understandings and agreements between the parties (whether by themselves or through their respective agents and whether written or oral) relating to the Premises and/or any tenancy of the Premises. This Agreement also cancels and nullifies any and all rights of either party arising against the other by virtue of all or any of such previous representations, arrangements, understandings and agreements or the provisions thereof, notwithstanding the existence of any provision in any such previous agreement that such rights or provisions shall survive the termination of such previous agreement. (b) Each party acknowledges that in entering into this Agreement, it is not relying upon any representation, arrangement, understanding, agreement, warranty, undertaking, promise or assurance made or given by the other or any other person (whether by themselves or through their respective agents and whether written or oral) at any time prior to the execution of this Agreement which is not expressly set out in this Agreement shall mean Agreement. Right to Name the following:- (iBuilding Reserved 6. The Landlord reserves the right to name the Building with any such name(s) Such parts of the said building or style(s) as it may be designated under the Deed in respect of the said building as common areas for use in common by the co-owners for the its sole discretion determine and at any time being of the said building; and (ii) Such other parts of the said building as may and from time to time and at to change, alter, substitute or abandon any time be so designated by the Landlord and/or the manager of the said building; (bsuch name(s) The common services and facilities referred to in this Agreement shall mean the following :- (ior style(s) Such services and facilities as may be designated under the Deed in respect of the said building as common services and facilities for the use in common by or benefit of the co-owners for the time being of the said building; and (ii) Such other services and facilities within the said building as may from time to time and at any time be so designated by the Landlord and/or the manager of the said building; Provided always provided that the Landlord and/or the manager of the said building shall also have the full and unrestricted right and power from time give to time and at any time without the same constituting an actual or constructive eviction of the Tenant and without incurring any liability where necessary, to the Tenant therefor Postal and other relevant Government Authorities not less than three months’ notice of its intention so to designate redesignate reallocate and/or partition such part or parts of the common areas and/or the common services do and facilities and (if any) the recreational areas and facilities on the said building for the use of any person or persons and at such charges (if any) as the Landlord and/or the manager of the said building may see fit and to erect install restrict and/or alter the arrangement and/or the location and/or the accessibility of the same (such as entrances passageways doors doorways corridors landings staircases lobbies lifts escalators toilets) and shall not be liable for any costs or expenses incurred or any loss suffered by the Tenant shall not raise any objection thereto and shall not have any recourse or remedy in any manner whatsoeveras a result of such change.

Interpretation and Miscellaneous. Condonation Not a Waiver 10.1 (1) No condoning, excusing, giving of time excusing or overlooking by the Landlord of any default, breach or of non-observance or non-performance by the Tenant at any time or times of any of the Tenant’s agreements, stipulations, terms, conditions and 's obligations herein contained shall operate as a waiver of the Landlord’s 's rights hereunder in respect of any continuing or subsequent default, breach or non-observance or non-performance or so as to defeat or affect in any way the rights and remedies of the Landlord hereunder in respect of any such continuing or subsequent default or breach and no waiver by the Landlord shall be inferred from or implied by anything done or omitted by the Landlord unless expressed in writing and signed by the Landlord. Any consent given by the Landlord shall operate as a consent only for the particular matter to which it relates and in no way shall be considered as a waiver or release of any of the provisions hereof hereto nor shall it be construed as dispensing with the necessity of obtaining the specific written consent of the Landlord in the future in respect of similar or other matters unless expressly so provided. (a2) Any notice required to be served hereunder shall, if to be served on the Tenant, be sufficiently served if addressed to the Tenant and sent by prepaid post or registered post to or delivered at the Tenant'' registered offices in Hong Kong or the last known address of the Tenant or to the said premises and if to be served on the Landlord shall be sufficiently served if addressed to the Landlord and sent by prepaid post or registered post to or delivered at the Xxxxxxxx's registered office from time to time or any other address which the Landlord may notify in writing to the Tenant from time to time. A notice sent by post shall be deemed to have been received 48 hours after the time of posting. (3) The common areas referred Landlord reserves the right (subject to in this Agreement shall mean the following:- (i) Such parts any relevant provisions of the said building as may be designated under Deed of Mutual Covenant and/or the Sub-Deed of Mutual Covenant (if any) or Management Agreement in respect of the said building Building) to name the Building with any such name or style as common areas for use it in common by the co-owners for the its sole discretion may determine and at any time being of the said building; and (ii) Such other parts of the said building as may and from time to time to change alter substitute or abandon any such name without thereby becoming liable to compensate the Tenant for any loss expense or inconvenience caused to the Tenant as a consequence thereof provided that the Landlord shall give the Tenant and at the post office and other relevant Government Authorities not less than two months notice of its intention so to do. (4) The Landlord reserves the right from time to time to improve, extend, add to or reduce the Building or in any manner whatsoever alter or deal with the Building (other than the said premises) Provided always that in exercising such right the Landlord will endeavor to cause as little inconvenience to the Tenant as is practicable in the circumstances and make good any damage caused to the said premises within a reasonable period of time. (5) The Normal Business Hours of the said Building shall be between the hours of 8:30 a.m. and 6:00 p.m. on Mondays to Fridays and between 8:00 a.m. and 2:00 p.m. on Saturdays ("Normal Business Hours") provided always that Normal Business Hours may be altered from time be so designated to time by the Landlord at its discretion. (6) Notwithstanding anything herein contained or implied to the contrary the Landlord may permit any person or organization to hold any functions or exhibition or display any merchandise in any part or parts or the common areas of the Building (other than the said premises) at such times and upon such terms and conditions as the Landlord may in its absolute discretion think fit. (7) Notwithstanding anything herein contained or implied to the contrary the Landlord may (subject to any relevant provisions of the Deed of Mutual Covenant and/or the manager Sub-Deed of Mutual Covenant (if any) or Management Agreement in respect of the Building) provide and install a public address system throughout the common areas of the Building and may play relay or broadcast or permit any other person to play, relay or broadcast recorded music or public announcements thereon. (8) The Tenant acknowledges that no fine, premium, key money or other consideration has been paid by the Tenant to the Landlord for the grant of this tenancy. (9) The said premises is and will be handed over on an "as is" basis. No warranty is given by the Landlord as to the state and condition of the said building;premises and/or any building or buildings, their composition, nature or their manner of construction or the installation (if any) thereof. (10) The Tenant is responsible to apply for installing electricity meter for his own use and such installing must be met with the approval of the necessary authorities. (11) For the purpose of calculating any increase in the air-conditioning or service charge payable by the Tenant in accordance with the provisions of this Agreement the following items and costs thereof will be deemed to constitute the operating costs of the Building: (a) The cleansing of all common areas lobbies and toilets and signs of the Building whether external or internal and all external windows or glass where the cost of such cleansing is not the responsibility of a particular tenant or occupier of the Building. (b) The lighting of all common areas lobbies and signs of the Building whether external or internal. (c) Maintenance and repairs of and to the common areas of the Building and its exterior all approach ways, car parks and other facilities at on or for the benefit of the Building its tenants and users thereof excluding the cost of any structural work the cost of any work the payment of which is the responsibility of a particular of a particular tenant or occupier of the Building. (d) Gardening and landscaping expenses in and around the Building reasonably incurred by the Landlord. (e) Maintenance and repairs of and to the security systems installed at and within the Buildings. (f) Costs and expenses of providing staff at and for the benefit of the Building including the Manager and supporting staff building supervisors caretakers guards carpark attendants traffic supervisors and maintenance operatives. (g) All running costs including electricity and any other source of power used in respect of air-conditioning ventilation heating or cooling plant and equipment condensed water supply system chilled water supply system lifts escalators and any other mechanical services and facilities referred to appurtenances installed by the Landlord in this Agreement shall mean the following :said premises common areas or elsewhere in the Building the cost of which is not the responsibility of the individual tenants of the Building under the terms of their leases. (h) All maintenance and repair costs in respect of air-conditioning ventilation heating or cooling plant and equipment condensed water supply system chilled water supply system lifts escalators and any other mechanical services and appurtenances installed by the Landlord in the said premises common areas or elsewhere in the Building the cost of which is not the responsibility of the individual tenants of the Building under the terms of their leases. (i) Such services Garbage and trade waste disposal. (j) Costs and expenses properly incurred by the Landlord in providing parcel pick up points, child minding areas, mail collection points and other facilities as may for the benefit and promotion of the Building its tenants and users. (k) All Government rates assessed to be designated under paid in respect of any areas not leased to individual tenants. (l) The premia in respect of all insurances held by the Deed Landlord in respect of the said building as common services Building its contents of whatsoever nature, staff employed at the Building and facilities for any other risk relating to the use Landlord's ownership or interest in common by or benefit of the co-owners for the time being of the said building; andBuilding. (iim) Such other services The fees and facilities within the said building as may from time to time and at remuneration of any time be so designated manager appointed by the Landlord and/or to manage the Building. (n) Any other items of expenditure which are in the sole discretion of the manager considered to be necessary for the management of the said building; Provided always that Building. (12) Each party shall bear its own legal costs and disbursement of and incidental to the preparation and completion of this Agreement and the stamp duty payable thereof shall borne by the parties thereto in equal shares. (13) This Agreement sets out the full agreement reached between the parties hereto and no other representations have been made or warranties given relating to the Landlord and/or or the manager of Tenant or the Building or the said building shall also have the full premises and unrestricted right and power from time to time and at if any time without such representation or warranty has been made given or implied the same constituting an actual or constructive eviction of the Tenant and without incurring any liability to the Tenant therefor to designate redesignate reallocate and/or partition such part or parts of the common areas and/or the common services and facilities and (if any) the recreational areas and facilities on the said building for the use of any person or persons and at such charges (if any) as the Landlord and/or the manager of the said building may see fit and to erect install restrict and/or alter the arrangement and/or the location and/or the accessibility of the same (such as entrances passageways doors doorways corridors landings staircases lobbies lifts escalators toilets) and the Tenant shall not raise any objection thereto and shall not have any recourse or remedy in any manner whatsoeveris hereby waived.