Office
Exhibit 10.17
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TENANCY AGREEMENT
WORLD SHIPPING CENTRE
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Suite: 1200
Tenant: Tyco Asia Limited
Office
INDEX
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SECTION I INTERPRETATION AND AGREEMENT PAGE
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1 1(1) Interpretation 1
1(2) Headings and index 1
1(3) Gender 1
2 Term premises rent and charges 1
SECTION II RENT AND OTHER CHARGES
1 Rent and Charges 2
2 Rates 2
3 Gas water and electricity charges 3
SECTION III TENANT'S OBLIGATIONS
1 Compliance with Ordinances 3
2 Fitting out 3
2(1) Installations and alternations 3
2(2) Damage to walls, ceilings and floors 4
2(3) Floor covering 4
3 Good repair of interior 4
4 Replacement of windows 4
5 Repair of electrical installation 4
6 Repair of gas installation 5
7 Maintenance of sanitary and water apparatus 5
8 Cleaning of drains 5
9 Responsibility for defects 5
10 Third party insurance 5
11 Insurance of contents 6
12 Protection from typhoons 6
13 Entry by Landlord 6
14 Notice to repair 6
15 Outside windows 7
16 Inform Landlord of damage 7
17 Regulations 7
18 Cleaning contractors 7
19 Directory boards 7
20 Service entrances and lifts 7
21 Refuse and garbage removal 7
22 Title deeds 8
23 Yield up premises and handover 8
24 Indemnity against breach 8
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SECTION IV LANDLORD'S OBLIGATIONS
1 Quiet enjoyment 8
2 Crown rent and property tax 9
3 Roof and main structure 9
4 Building management services 9
5 Facilities 9
6 Air-conditioning services 9
7 Directory boards 9
SECTION V RESTRICTIONS AND PROHIBITIONS
1 Damage to common areas 10
2 Floor loading 10
3 Air-conditioning units 10
4 Structural stability 10
5 Locks 10
6 Loading of lifts 10
7 Use of lifts 10
8 Nuisance or annoyance 10
9 Noise 11
10 Signs 11
11 User 11
12 Illegal or immoral use 11
13 Sleeping or domestic use 12
14 Manufacture of storage of goods 12
15 Combustible or dangerous goods 12
16 Obstructions in passages 12
17 Toilet facilities 12
18 Wiring and cables in common areas 13
19 Preparation of food and prevention of odours 13
20 Animals, pets and infestation 13
21 Subletting and assigning 13
22 Breach of Conditions 14
23 Breach of insurance policy 14
24 Aerials 14
25 Parking 14
26 Use of building name 14
SECTION VI EXCLUSIONS OF LIABILITY
1 1.1 Lifts escalators and other services 15
1.2 Electricity/gas/water supply 15
1.3 Fire overflow of water and vermin 15
1.4 Water sprinklers 15
1.5 Services 15
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SECTION VII ABATEMENT OF RENT
1 Abatement 16
SECTION VIII DEFAULT
1 Default 16
2 Exercise of right 17
3 Acceptance of rent 17
4 Acts of contractors servants agents licensees customers 17
5 Distraint 17
6 Interest and legal costs 17
SECTION IX DEPOSIT
1 Deposit 18
2 Increase in deposit 18
3 Repayment of deposit 18
4 Transfer of deposit 19
SECTION X REGULATIONS
1 Introduction of Regulations 19
2 Conflict 19
SECTION XI MARKET RENTAL
1 Determination of market rental 19
SECTION XII GENERAL
1 Landlord and tenant legislation 20
2 Condonation not a waiver 21
3 Letting notices 21
4 Service of notices 21
5 No fine 21
6 Exclusion of warranties 21
7 Name of building 22
8 Stamp Duty and costs 22
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9 Tenant's obligations not affected 22
10 No enforcement of third party covenants 22
11 No implied covenants 22
12 Changes in common areas 23
13 Reservations 23
14 Severance 24
15 Tenant's effects 24
16 Use of other premises 24
17 Deed of Mutual Covenant 24
18 Sale and Redevelopment 24
19 Special conditions 25
SCHEDULE 26
SIGNATURES 27
ANNEXURES 28
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Section I
AN AGREEMENT made the 10th day of JUNE 1995 BETWEEN the party described as the
Landlord in the Schedule hereto (hereinafter called "the Landlord") of the one
part and the party named and described as the Tenant in the Schedule hereto
(hereinafter called "the Tenant") of the other part.
WHEREBY IT IS AGREED as follows:
SECTION I
INTERPRETATION AND AGREEMENT
1 1(1) Interpretation
In this Tenancy Agreement the expressions set out in the Schedule
hereto shall where the context so admits have the meanings
respectively ascribed to them therein.
1(2) Headings and index
The headings and index are intended for guidance only and do not
form part of this Agreement nor shall any of the provisions of this
Agreement be construed or interpreted by reference thereto or in any
way affected or limited thereby.
1(3) Gender
Unless the context otherwise requires words herein importing the
masculine gender shall include the feminine and neuter and vice
versa and words herein in the singular shall include the plural and
vice versa.
2 Term premises rent and charges
The Landlord shall let and the Tenant shall take for the said term All Those
the said premises as delineated in pink on the plan(s) annexed hereto
Together with the use in common with the Landlord and all others having the
like right of :
2(1) the entrances staircases landings passages and toilets in the said
building, and
2(2) the lifts and escalators in the said building whenever the same
shall be operating,
insofar as the same are necessary for the proper enjoyment of the said
premises but except as the Landlord may from time to time restrict such use
YIELDING AND PAYING therefor throughout the said term the rent air-
conditioning charge and service charge (all of which are unless the context
otherwise requires hereinafter included under the term "rent") as are set out
in the Schedule which sums shall be payable exclusive of rates and other out-
goings and in advance on the first day of each calendar month the first of
such payments to be apportioned according to the number of days then
unexpired in the month in respect of which such payment is due and the
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Section I/II
last of such payments to be apportioned according to the number of days of
the said term remaining in the month in respect of which such payment is due.
SECTION II
RENT AND OTHER CHARGES
The tenant hereby agrees with the Landlord as follows:
1 Rent and charges
1(1) To pay the rent air-conditioning charge and service charge on the
days and in the manner hereinbefore provided for payment thereof
without deduction or set off (whether equitable or otherwise) and in
banknotes or by bankers order if so required by the Landlord.
1(2) The Landlord shall be entitled at any time and from time to time
during the said term to serve a notice upon the Tenant increasing
either one or both of the air-conditioning charge and service charge
by an amount which the Landlord shall deem appropriate having regard
to all or any of the elements affecting the cost of providing the
respective services, and thereafter such increased charge or charges
shall be payable in lieu of the charge or charges provided for
above. The Landlord's assessment of the appropriate increase shall
be conclusive and binding on the Tenant.
2 Rates
2(1) To pay and discharge all rates taxes assessments duties charges
impositions and outgoings of an annual or recurring nature now or
hereafter to be assessed imposed or charged by the Government of
Hong Kong or other lawful authority upon the said premises or upon
the owner or occupier thereof (Crown Rent and Property Tax only
excepted.)
2(2) In the event that an assessment to rates in respect of the said
premises shall be raised upon the Landlord direct the Landlord shall
during the month immediately preceding any quarter in respect of
which such rates may fall due be at liberty to debit the Tenant with
the amount thereof and the same shall forthwith be paid by the
Tenant to the Landlord whereupon the Landlord shall account for the
same to the Government of Hong Kong.
2(3) In the event that no valuation of the said premises shall have been
made in accordance with the Rating Ordinance (Cap.116) or any
statutory amendment or modification thereof for the time being in
force the Landlord shall be at liberty to make an interim valuation
thereof and to debit the Tenant with the amount which would be
payable upon such interim valuation and the same shall forthwith be
paid by the Tenant to the Landlord and any over-payment or under-
payment by the Tenant on such interim valuation shall be adjusted
when a valuation under the Rating Ordinance shall have been made
known.
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Section II/III
2(4) The Landlord shall be entitled to treat non-payment of any amount
debited to the Tenant in accordance with the foregoing provisions of
this Clause or any part thereof in all respects as non-payment of
rent under this Agreement.
3 Gas water and electricity charges
To pay and discharge all charges for gas water and electricity consumed in
the said premises.
SECTION III
TENANT'S OBLIGATIONS
The Tenant hereby agrees with the Landlord as follows:
1 Compliance with Ordinances
To obey and comply with all ordinances regulations bye-laws rules and
requirements of any Governmental or other competent authority relating to the
conduct and carrying on of the Tenant's business on the said premises or to
any other act deed matter or thing done permitted suffered or omitted therein
or thereon by the Tenant or any employee agent contractor or licensee of the
Tenant and to notify the Landlord forthwith in writing of any notice received
from any statutory or public authority concerning or in respect of the said
premises or any services supplied thereto.
2 Fitting out
To fit out the said premises in accordance with such plans and specifications
as shall have been first submitted to and approved in writing by the Landlord
in a good and proper workmanlike fashion and in carrying out any approved
work hereunder the Tenant shall and shall cause its servants agents
contractors and workmen to cooperate fully with the Landlord and all servants
agents contractors and workmen of the Landlord and with the building manager
and other tenants and contractors carrying out any work on the said building
and to obey and comply with all instructions and directions which may be
given by the Landlord's architect or other authorized representative or by
the building manager in connection with the carrying out of such work and in
carrying out any work to the electrical or gas installations or to the air
conditioning plumbing drainage fire fighting/detection building automation
and/or security systems the Tenant shall use only those contractors nominated
by the Landlord in writing for the purpose Provided That the Tenant shall not
at any time during the said term without the prior written consent of the
Landlord.
2(1) Installations and alterations
erect install remove or alter any fixtures partitioning or other
erection or installation in the said premises or any part thereof or
without the like consent make or permit or suffer to be made
alterations in or additions to the electrical
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Section III
or gas installations or to the air conditioning plumbing drainage
fire fighting/detection or security systems or install or permit or
suffer to be installed any equipment apparatus or machinery which
requires any additional electrical/gas mains wiring/piping or which
consumes electricity/gas not metered through the Tenant's separate
meter or which imposes a weight on any part of the flooring in
excess of that for which it is designed, it being agreed that the
Landlord shall be entitled to prescribe the maximum weight and
permitted location of safes and other heavy equipment and to require
that the same stand on supports of such dimensions and material to
distribute the weight as the Landlord may deem necessary, nor
2(2) Damage to walls ceilings and floors
drive or insert or permit or suffer to be driven or inserted any
nails screws hooks brackets or similar articles into the doors
ceilings windows walls beams floors structural members or any part
of the fabric of the said premises or any of the plumbing or
sanitary or air-conditioning or fire fighting/detection apparatus or
installation therein nor to cut maim injure drill into xxxx or
deface the same or permit or suffer the same to be cut maimed
injured drilled into marked or defaced, nor
2(3) Floor covering
lay or use any floor covering or do anything which may damage or
penetrate the existing flooring floor screed or slab.
3 Good repair of interior
To keep all the interior of the said premises including the flooring and
interior plaster or other finishes or rendering to walls floors and ceilings
and the Landlord's fixtures therein and all additions thereto and including
all doors windows electrical and gas and plumbing installations and wiring
and piping in good clean and tenantable repair and condition and properly
preserved and painted and so to maintain the same throughout the said term at
the expense of the Tenant and to the satisfaction of the Landlord, and
subject to Clause 23 of Section III to deliver up the same to the Landlord at
the expiration or sooner determination of the said term in like condition.
4 Replacement of windows
To reimburse to the Landlord and/or the building manager the cost of
replacing all broken and damaged windows and glass whether or not the same be
broken or damaged by the negligence of the Tenant.
5 Repair of electrical installation
To repair or replace any electrical installation or wiring of the Tenant if
the same becomes dangerous or unsafe or if so reasonably required by the
Landlord or by the relevant utility company and in so doing the Tenant shall
use only a contractor approved by the Landlord in writing for the purpose.
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Section III
6 Repair of gas installation
To repair or replace any gas installation or piping of the Tenant if the same
becomes dangerous or unsafe or if so reasonably required by the Landlord or
by the relevant utility company and in so doing the Tenant shall use only a
contractor approved by the Landlord in writing for the purpose.
7 Maintenance of sanitary and water apparatus
To keep the sanitary and water apparatus used exclusively by the Tenant and
its servants agents licensees and customers in good clean and tenantable
repair and condition to the satisfaction of the Landlord and in accordance
with the regulations or bye-laws of all Public Health and other Government
Authorities concerned.
8 Cleaning of drains
To pay to the Landlord on demand all costs incurred by the Landlord and/or
the building manager in cleansing clearing repairing or replacing any of the
drains pipes or sanitary or plumbing apparatus choked or stopped up owing to
the careless or improper use or neglect by the Tenant or any employee agent
licensee or customer of the Tenant.
9 Responsibility for defects
To be wholly responsible for any loss damage or injury caused to any person
whomsoever or any property whatsoever whether directly or indirectly:
9(1) through the defective or damaged condition of any part of the
interior of the said premises or any fittings fixtures wiring or
piping therein, or
9(2) through or in any way owing to the spread of fire or smoke or the
leakage or overflow of water including storm or rain water into or
from the said premises or any part thereof, or
9(3) through the negligence or the act neglect default or omission of the
Tenant, or
9(4) through the use of the said premises by the Tenant, or
9(5) through the operation by the Tenant of its business at or from the
said premises.
10 Third party insurance
To effect and maintain throughout the said term insurance cover in respect of
the Tenant's obligations under Section III Clause 9 with a reputable
insurance company to the satisfaction of the Landlord and to produce to the
Landlord as and when so required by the Landlord the policy of such insurance
together with the receipt for the last payment of premium and a certificate
from the relevant insurance company that the policy is fully paid up and in
all respects valid and subsisting, in default of which
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Section III
the Landlord shall be entitled (but not obliged) at the Tenant's expense to
effect such insurance cover. The policy of such insurance shall be in the
name of the Tenant and endorsed to show the interest of the Landlord in the
said building and shall be in such amount as the Landlord shall from time to
time stipulate and shall contain a clause to the effect that the insurance
cover thereby effected and the terms and conditions thereof shall not be
cancelled modified or restricted without the prior written consent of the
Landlord.
11 Insurance of contents
To be wholly responsible for any loss or damage to property within the said
premises including without limitation all furniture fixtures fittings goods
chattels samples personal effects contents and stock and to effect with a
reputable insurance company adequate insurance cover for the same in their
full replacement value against all risks including without limitation those
risks perils or under circumstances for which the Landlord's liability is
expressly or impliedly excluded under this Agreement. The Tenant undertakes
to produce and make available to the Landlord as and when so required by the
Landlord the policy of such insurance together with the receipt for the last
payment of premium and a certificate from the relevant insurance company that
the policy is fully paid up and in all respects valid and subsisting.
12 Protection from typhoons
To take all reasonable precautions to protect the interior of the said
premises against damage by storm typhoon heavy rainfall or the like and in
particular to ensure that all exterior doors and windows are securely
fastened upon the threat of such adverse weather conditions.
13 Entry by Landlord
To permit the Landlord and all persons authorised by it at all reasonable
times to enter and view the state of repair of the said premises to take
inventories of the fixtures therein to carry out any works repairs or
maintenance which require to be done and to show the said premises to
prospective tenants during the last three months of the said term or to pro-
spective purchasers at any time during the said term Provided that in the
event of an emergency the Landlord its servants or agents may enter without
notice and forcibly if need be.
14 Notice to repair
On receipt of any notice from the Landlord or its authorised representative
specifying any works or repairs which require to be done and which are the
responsibility of the Tenant hereunder forthwith to put in hand and execute
the same with all possible despatch and without any delay. Failure by the
Tenant so to do will entitle the Landlord or its servants or agents to enter
upon the said premises and forcibly if need be to carry out such works or
repairs at the sole expense of the Tenant.
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Section III
15 Outside windows
To keep all outside windows closed.
16 Inform Landlord of damage
To give notice in writing to the Landlord or its agent of any damage that may
be suffered to the said premises or to persons thereon and of any accident to
or defects in the water pipes gas pipes electrical wiring or fittings
fixtures or other facilities provided by the Landlord.
17 Regulations
To observe and comply with such regulations as the Landlord and/or the
building manager may introduce for the better operation and management of the
commercial part of the said building as office premises and/or for the use of
the carpark in the said building and/or its recreational areas and outdoor
facilities.
18 Cleaning contractors
To engage as cleaning contractors for the said premises only such contractors
as may be nominated by the Landlord, provided that the Tenant may in addition
to or substitution for such contractors employ its own direct staff for
cleaning. Such cleaning contractors shall be employed at the sole expense of
the Tenant and at the rates agreed between the Landlord and the contractors.
19 Directory boards
To pay the Landlord immediately upon demand the cost of affixing repairing
altering or replacing as necessary the Tenant's name on the directory boards
provided by the Landlord.
20 Service entrances and lifts
To load and unload goods only at such times and through such service
entrances and by such service lifts as shall be designated by the Landlord
and/or the building manager for this purpose from time to time.
21 Refuse and garbage removal
To be responsible for the removal of garbage and refuse from the said
premises to such location as shall be specified by the Landlord and/or the
building manager from time to time and to use only that type of refuse
container as is specified by the Landlord and/or the building manager from
time to time. In the event of the Landlord and/or the building manager
providing a collection service for garbage and refuse the same shall be used
by the Tenant to the exclusion of any other similar service and the use of
such service provided by the Landlord and/or the building manager shall be at
the sole cost of the Tenant.
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Section III/IV
22 Title deeds
To observe and perform the covenants terms conditions and restrictions under
which the said Lot(s) is/are held from the Crown or as referred to in any
deed of mutual covenant or deed of dedication or other deed or instrument
affecting the said building and/or its recreational areas and outdoor
facilities for the time being in force (whether or not executed prior to the
date of this Tenancy Agreement) so far as they relate to the said premises or
the use thereof or the use of the common areas and facilities of the said
building and/or its recreational areas and outdoor facilities but except
always to the extent that the Landlord is obliged to observe and comply with
the same pursuant to Section IV.
23 Yield up premises and handover
At the expiration or sooner determination of this tenancy to deliver up to
the Landlord vacant possession of the said premises notwithstanding any rule
of law or equity to the contrary together with such fittings fixtures
alterations or additions thereto as the Landlord in its absolute discretion
may be willing to retain by without payment of any compensation for such
fittings fixtures alterations or additions and deliver to the Landlord all
keys giving access to all parts of the said premises. The Tenant shall be
entitled to remove its own trade fixtures subject to making good all damage
including damage to the decoration caused by such removal and shall if
required by the Landlord reinstate the said premises to their original state
and condition as at the date of commencement of this tenancy.
24 Indemnity against breach
To keep the Landlord indemnified from and against all actions claims losses
damages and expenses arising from any breach non-observance or non-
performance of any of the agreements or convenants on the part of the Tenant
herein contained or from the operation by the Tenant of its business at or
from the said premises or from the use of the said premises or of the
electrical or gas installation or apparatus therein or out of any works
carried out at any time during the said term to the said premises or out of
anything now or during the said term attached to or projecting from the said
premises or arising from the negligence or the act neglect default or
omission of the Tenant.
SECTION IV
LANDLORD'S OBLIGATIONS
The Landlord hereby agrees with the Tenant as follows:
1 Quiet enjoyment
That the Tenant paying the rent on the days and in the manner herein provided
for payment of the same and observing and performing the agreements
stipulations and conditions herein contained and on the Tenant's part to be
observed and performed shall peaceably hold and enjoy the said premises
during the said term without any
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Section IV
interruption by the Landlord or any person lawfully claiming under or in
trust for the Landlord.
2 Crown rent and property tax
To pay the Crown rent payable in respect of the said Lot(s) and the property
tax payable in respect of the said building.
3 Roof and main structure
To use all reasonable endeavours to keep the roof of the said building and
the main structure and walls thereof and the mains drains pipes and cables
therein in a proper state of repair provided that the Landlord shall not
incur any liability under this Clause unless and until written notice of any
defect or want of repair has been given by the Tenant to the Landlord and the
Landlord shall have after the lapse of a reasonable time from the date of
service of such notice either failed to take reasonable steps to repair or
remedy the same or failed to give due notice of the defect or want of repair
to the building manager.
4 Building management services
To carry out or arrange for such building management services as the Landlord
may in its absolute discretion think fit with a view to maintaining the
commercial part of the said building as first class office premises.
5 Facilities
To use all reasonable endeavours to maintain the escalators lifts and fire
fighting/detection and air-conditioning plant and other facilities of the
said building in proper working order.
6 Air-conditioning services
Subject to Clause 5 of this Section IV and to Clauses 1(1) and 1(2) of
Section VI to provide or arrange for air-conditioning services to the said
premises from 8:30 a.m. until 6:00 p.m. daily from Monday to Friday (both
inclusive) and from 8:30 a.m. to 2:00 p.m. on Saturdays. If the Tenant shall
require additional air-conditioning services on Sundays and public holidays
or outside the times specified the Landlord shall on receiving reasonable
notice of the Tenant's requirements and subject as aforesaid provide the same
to the Tenant or request the building manager to arrange for the same. The
charges for air-conditioning services on Sundays and public holidays and
outside the times specified shall be determined by the Landlord and/or the
building manager and notified to the Tenant from time to time.
7 Directory boards
To supply directory boards and to allot space thereon for the Tenant's name
to be affixed in such uniform lettering or characters as shall be designated
by the Landlord.
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Section V
SECTION V
RESTRICTIONS AND PROHIBITIONS
The Tenant hereby agrees with the Landlord as follows:
1 Damage to common areas
Not to damage injure or deface any part of the fabric or walls or roof of the
said building or of the common areas stairs and lifts and other facilities of
the said building.
2 Floor loading
Not to load the floor of the said premises or any part thereof beyond the
designed weight as stated in Clause 5 of the Schedule hereto.
3 Air-conditioning units
Not to install air-conditioning units at the said premises without the prior
written consent of the Landlord.
4 Structural stability
Not to dig any hole or holes in or otherwise damage the concrete floor slab
of the said premises.
5 Locks
Not without the prior written consent of the Landlord to alter the existing
locks bolts and fittings on the entrance doors to the said premises nor to
install any additional locks bolts or fittings thereon.
6 Loading of lifts
Not to place in any of the lifts in the said building anything the weight of
which shall exceed the maximum weight as shown inside the said lifts.
7 Use of lifts
Not to load or unload or receive delivery of or despatch any goods or
merchandise or permit or suffer the same to be loaded unloaded delivered or
despatched in any of the lifts designated from time to time by the Landlord
and/or the building manager as passenger lifts.
8 Nuisance or annoyance
Not to do or permit or suffer to be done any act or thing which may be or
become a nuisance or annoyance or cause damage or danger to the Landlord or
to the tenants
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Section V
or occupiers of other premises in the said building or in any adjoining or
neighbouring building.
9 Noise
Not to produce or suffer or permit to be produced at any time in the said
premises any noise which may in the opinion of the Landlord or the building
manager (which opinion shall be conclusive) constitute a nuisance or give
cause for reasonable complaint from the occupants of any other premises in
the said building or persons using or visiting the same.
10 Signs
Not without the prior written consent of the Landlord to affix or display or
permit or suffer to be affixed or displayed within or outside the said
premises any signboard sign decoration advertising matter or other device
whether illuminated or not save that:
10(1) the Tenant shall be entitled to have its name displayed in English
and Chinese in uniform lettering or characters designated by the
Landlord on the directory boards such lettering and characters and
any additions or alterations thereto to be placed thereon be the
Landlord at the Tenant's expense, and
10(2) the Tenant shall be entitled at its own expense to have its name
affixed in lettering and/or characters approved by the Landlord on
the entrance door or doors to the said premises such lettering
and/or characters thereon and any additions or alterations thereto
or thereon to be made by the Landlord at the Tenant's expense. If
the Tenant carries on business under a name other than its own name
it shall notify the Landlord of the name under which its business is
carried on and shall be entitled to have that name displayed as
aforesaid, but the Tenant shall not be entitled to change its
business name without the prior written consent of the Landlord
which the Landlord may give or withhold at its discretion, and
without prejudice to the foregoing, the Landlord may in connection
with any application for consent under this Clause require the
Tenant to produce such evidence as it may think fit to show that no
breach of Clause 21 of this Section V has taken place or is about to
take place.
11 User
Not to use or permit or suffer the said premises to be used for any purpose
other than as described in Clause 5 of the Schedule hereto.
12 Illegal or immoral use
Not to use or permit or suffer the said premises to be used for any illegal
or immoral purpose.
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Section V
13 Sleeping or domestic use
Not to use or permit or suffer the said premises or any part thereof to be
used as sleeping quarters or as domestic or residential premises within the
meaning of any landlord and tenant legislation for the time being in force
nor to allow any person to remain in the said premises overnight.
14 Manufacture or storage of goods
Not to use or permit or suffer the said premises to be used for the purpose
of the production manufacture or working of goods and merchandise or for the
storage of goods and merchandise other than samples reasonably required in
connection with the Tenant's business carried on therein.
15 Combustible or dangerous goods
Not to keep or store or permit or suffer to be kept or stored in the said
premises any arms ammunition gun-powder salt-xxxxx kerosene or other
explosive or combustible substance or hazardous goods or any dangerous goods
(as defined in the Dangerous Goods Ordinance Cap. 295 or any legislation
replacing the same or any orders or regulations made thereunder) other than
in accordance with the appropriate legislation from time to time in force
and in such areas as the Landlord shall designate for such purposes.
16 Obstructions in passages
Not to encumber or obstruct or permit or suffer to be encumbered or
obstructed with any boxes packaging rubbish or other obstruction of any kind
or nature nor cause or permit any of its servants agents contractors
licensees or customers to obstruct or use for any purpose other than that for
which they are intended any of the entrances staircases landings passages
lifts lobbies or other parts of the said building in common use and the
Landlord and the building manager shall be entitled without notice and at the
Tenant's risk and expense to remove dispose of or clear as it sees fit any
such material or obstruction and neither the Landlord nor the building
manager shall thereby incur any liability to the Tenant or any other person
whomsoever and the Tenant shall indemnify the Landlord and the building
manager against all losses claims damages or expenses of and against the
Landlord and the building manager in respect thereof.
17 Toilet facilities
Not to use or permit or suffer the toilet facilities in the said building,
whether used exclusively by the Tenant or not, to be used for any purpose
other than that for which they are intended and not to throw or permit or
suffer to be thrown therein any foreign substance of any kind and the Tenant
shall on demand pay to the Landlord or the building manager as the case may
be the whole expense of any breakage blockage or damage resulting from a
violation of this Clause.
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Section V
18 Wiring and cables in common areas
Not to lay install affix or attach any wiring cables or other articles or
thing in or upon any of the entrances staircases landings passages lobbies or
other parts of the said building in common use.
19 Preparation of food and prevention of odours
Not to prepare or permit or suffer to be prepared any food in the said
premises or to cause or permit any odours which shall in the sole opinion of
the Landlord be offensive or unusual to be produced upon permeate through or
emanate from the said premises.
20 Animals pets and infestation
Not to keep or permit or suffer to be kept any animals or pets inside the
said premises and at the Tenant's expense to take all such steps and
precautions as shall be required by the Landlord and/or the building manager
to prevent the said premises or any part thereof from becoming infested by
termites rats mice roaches or any other pests or vermin. The Tenant shall
employ at the Tenant's cost such pest extermination contractors as the
Landlord or the building manager may require and at such intervals as the
Landlord and/or the building manager may direct and to the exclusion of all
others.
21 Subletting and assigning
Not to assign underlet share part with the possession of or transfer the said
premises or any part thereof or any interest therein nor permit or suffer any
arrangement or transaction whereby any person who is not a party to this
Agreement obtains the use possession occupation or enjoyment of the said
premises or any part thereof irrespective of whether any rental or other
consideration is given therefor. The tenancy shall be personal to the Tenant
named in this Agreement and without in any way limiting the generality of the
foregoing the following acts and events shall unless approved in writing by
the Landlord be deemed to be breaches of this Clause 21:
21(1) In the case of a tenant which is a partnership the taking in of one
or more new partners whether on the death or retirement of an
existing partner or otherwise;
21(2) In the case of a tenant who is an individual (including a sole
surviving partner of a partnership tenant) the death insanity or
other disability of that individual to the intent that no right to
use possess occupy or enjoy the said premises or any part thereof
shall vest in the executors administrators personal representatives
next of kin trustee or committee of any such individual;
21(3) In the case of a tenant which is a corporation any take-over
reconstruction amalgamation merger voluntary liquidation or change
in the person or persons who directly or indirectly owns or own or
controls or control a majority of its voting shares or who otherwise
has or have effective control thereof.
- 13 -
Section V
21(4) The giving by the Tenant of a power of attorney or similar authority
whereby the donee of the power obtains the right to use possess
occupy or enjoy the said premises or any part thereof or does in
fact use possess occupy or enjoy the same;
21(5) The change of the Tenant's business name.
21(6) Notwithstanding any provisions to the contrary herein contained, it
22 is hereby expressly agreed and declared that the said premises may
be occupied or used by the holding, subsidiary or associated
companies of the Tenant and/or of Tyco Toys, Inc. If the said
premises are occupied or used by the holding, sub-sidiary or
associated companies of the Tenant and/or Tyco Toys, Inc., the
Tenant shall notify the Landlord accordingly and such notification
shall be certified by a Director of the Tenant (namely, a member of
the Board of Directors of the Tenant). It is hereby expressly and
specifically agreed and declared that the notification will be
merely a notification requirement and that no approval or consent of
the Landlord will be required.
23 Breach of insurance policy
Not to do or permit or suffer to be done any act deed matter or thing
whatsoever whereby the insurance on the said building against loss or damage
by fire and/or other insurable perils and/or claims by third parties for the
time being in force may be rendered void or voidable or whereby the premium
thereon may be increased Provided that if as the result of any act deed
matter or thing done permitted or suffered by the Tenant the premium on any
such policy of insurance shall be increased the Landlord shall be entitled
without prejudice to any other remedy hereunder to recover from the Tenant
the amount of any such increase.
24 Aerials
Not to erect or permit or suffer to be erected on or from any part of the
said building or on or within or from any part of the said premises any
aerial antenna satellite dish or other device for any telepoint network or
telecommunication purpose or otherwise, and not to interfere with remove
dismantle or alter those common aerials (if any) provided by the Landlord
and/or the building manager.
25 Parking
Not to park in obstruct or otherwise use nor permit any employee agent or
licensee of the Tenant to park in obstruct or otherwise use those areas of
the said building allocated to the parking or movement of or access for
vehicles or designated as loading/unloading areas otherwise than in
accordance with the Regulations from time to time made by or on behalf of the
Landlord and/or the building manager.
26 Use of building name
Not without the prior written consent of the Landlord to use or permit to be
used the name/logo or any part of the name/logo of the Landlord or of the
said building or any picture representation or likeness of the whole or any
part of such name/logo or of the
- 14 -
Section V/VI
said building or of the said premises in connection with the business or
operations of the Tenant or for any purpose whatsoever other than to indicate
the address and place of business of the Tenant.
SECTION VI
EXCLUSIONS OF LIABILITY
1 The Landlord shall not be liable to the Tenant in respect of any claim loss
or damage or expense by or to person or property sustained by the Tenant by
or through or in any way owing to:
1(1) Lifts escalators and other services
any defect in or breakdown or suspension of the lifts escalators
fire fighting/detection or water sprinkler equipment air-
conditioning plant or other facilities or the said building or any
of them, or
1(2) Electricity/gas/water supply
any failure malfunction explosion or suspension of the electricity
gas or water supply to the said building or the said premises, or
1(3) Fire overflow of water and vermin
fire or the overflow or leakage of water including rain, storm or
sea water from anywhere within the said building or the influx of
water including rain, storm or sea water into the said building or
the said premises or the activity of termites pests rats or other
vermin in the said building, or
1(4) Water sprinklers
any use of water sprinkler devices whether by intentional operation
or as a result of mechanical failure or malfunction, or
1(5) Services
the adequacy or otherwise of any of the management services
(including security) rendered by the Landlord and/or the building
manager or the failure to render the same or the suspension or
interruption thereof for whatever reason,
whether or not the same may be caused by the negligence of the Landlord or
any of its servants agents contractors or licensees, nor shall the rent or
air-conditioning charge or service charge or any part thereof cease to be
payable other than in the circumstances set out in Section VII.
- 15 -
Section VII
SECTION VII
ABATEMENT OF RENT
1 Abatement
If:
1(1) the said building or the said premises or any part thereof shall be
destroyed or so damaged by fire typhoon Act of God Force Majeure or
other cause so as to be rendered unfit for use and occupation, or
1(2) the said building is made the subject of a closure order or
demolition order,
then provided the insurance on the said building shall not be vitiated by the
act neglect default or omission of the Tenant the rent or a part thereof
proportionate to the damage sustained shall cease to be payable until the
said premises shall have been restored or reinstated.
2 The Landlord shall be under no obligation to repair or reinstate the said
premises if in its opinion it is not reasonably economical or practicable so
to do.
3 If the whole or substantially the whole of the said premises shall in the
circumstances set out in Clause 1 of this Section VII have been destroyed or
rendered unfit for use and occupation and shall not have been repaired and
reinstated within six months of the occurrence of the destruction or damage
either party shall be entitled at any time thereafter before the same are so
repaired and reinstated to terminate this Agreement by notice in writing to
the other.
SECTION VIII
DEFAULT
It is hereby further expressly agreed and declared as follows:
1 Default
If the rent or any part thereof shall be unpaid for fourteen days after the
same shall become payable (whether legally or formally demanded or not) or if
the Tenant shall fail or neglect to observe or perform any of the agreements
stipulations or conditions herein contained and on the Tenant's part to be
observed and performed or if the Tenant shall become bankrupt or being a
corporation shall go into liquidation or if any petition shall be filed for
the winding up of the Tenant or if the Tenant shall otherwise become
insolvent or make any composition or arrangement with creditors or shall
suffer any execution to be levied on the said premises or otherwise on the
Tenant's goods then and in any such case it shall be lawful for the Landlord
at any time
- 16 -
Section VII
thereafter to re-enter on the said premises or any part thereof in the name
of the whole whereupon this Agreement shall absolutely cease and determine
but without prejudice to any right of action by the Landlord in respect of
any outstanding breach or non-observance or non-performance of any of the
agreements stipulations and conditions herein contained and on the Tenant's
part to be observed and performed and to the Landlord's right to deduct all
loss and damages thereby incurred from the deposit paid by the Tenant in
accordance with Section IX hereof and without prejudice to the Landlord's
right of forfeiture thereof.
2 Exercise of right
A written notice served by the Landlord on the Tenant in manner hereinafter
mentioned to the effect that the Landlord thereby exercises the power of re-
entry herein contained shall be a full and sufficient exercise of such power
without physical entry on the part of the Landlord.
3 Acceptance of rent
Acceptance of rent by the Landlord shall not be deemed to operate as a waiver
by the Landlord of any right to proceed against the Tenant in respect of any
breach non-observance or non-performance by the Tenant of any of the
agreements stipulations and conditions herein contained and on the Tenant's
part to be observed and performed.
4 Acts of contractors servants agents licensees customers
For the purpose of these presents the negligence or act neglect default or
omission of any contractor servant agent licensee or customer of the Tenant
shall be deemed to be the negligence or act neglect default or omission of
the Tenant.
5 Distraint
For the purposes of distress for rent in terms of Part III of the Landlord
and Tenant (Consolidation) Ordinance (Cap.7) or any statutory modification or
re-enactment for the time being in force and of these presents the rent
payable in respect of the said premises shall be and be deemed to be in
arrears if not paid in advance at the times and in manner hereinbefore
provided for payment thereof.
6 Interest and legal costs
The Landlord shall have the right without prejudice to any other right or
remedy hereunder to charge interest at three per cent over the best lending
rate from time to time of The Hongkong & Shanghai Banking Corporation Limited
in respect of any payments to be made to the Landlord under Clauses 1 and 2
of Section II as shall be more than fourteen days in arrears and such
interest shall be payable from the date upon which such payment in arrears
fell due and not fourteen days thereafter. The Landlord shall further be
entitled to recover from the Tenant as a debt all Solicitors' and/or
Counsel's fees (on a solicitor and own client basis) and court fees incurred
by the Landlord for the purpose of recovering any rent in arrears and/or
other moneys
- 17 -
Section VIII/IX
unpaid or any part thereof from the Tenant or in enforcing any of the
provisions of this Agreement against the Tenant.
SECTION IX
DEPOSIT
1 Deposit
The Tenant shall on the signing hereof deposit with the Landlord the sum
specified as the deposit in the Schedule to secure the due observance and
performance by the Tenant of the agreements stipulations and conditions
herein contained and on the Tenant's part to be observed and performed. The
said deposit shall be retained by the Landlord throughout the said term free
of any interest to the Tenant and in the event of any breach or non-
observance or non-performance by the Tenant of any of the agreements
stipulations or conditions aforesaid the Landlord shall be entitled to
terminate this Agreement in which event the said deposit may be forfeited to
the Landlord by way of liquidated damages. Notwithstanding the foregoing the
Landlord may at its option elect not to terminate this Agreement but to
deduct from the deposit the amount of any monetary loss incurred by the
Landlord in consequence of the breach non-observance or non-performance by
the Tenant in which event the Tenant shall as a condition precedent to the
continuation of the tenancy deposit with the Landlord the amount so deducted
and if the Tenant shall fail so to do the Landlord shall forthwith be
entitled to re-enter on the said premises or any part thereof in the name of
the whole and to determine this Agreement in which event the deposit may be
forfeited to the Landlord as hereinbefore provided.
2 Increase in deposit
If there shall for whatever reason be any increase or increases in the rent
and/or rates and/or air-conditioning charge and/or service charge during the
said term the Tenant shall upon such increase becoming applicable pay to the
Landlord by way of an increase in the said deposit a sum proportional to the
said increase in rent rates air-conditioning charge and/or service charge and
the payment of such amount shall be a condition precedent to the continuation
of the tenancy.
3 Repayment of deposit
Subject as aforesaid the said deposit shall be refunded to the Tenant by the
Landlord without interest within thirty days after the expiration of this
Agreement and the delivery of vacant possession to the Landlord or within
thirty days of the settlement of the last outstanding claim by the Landlord
against the Tenant in respect of any breach non-observance or non-performance
of any of the agreements stipulations or conditions herein contained and on
the part of the Tenant to be observed and performed whichever is the later.
- 18 -
Section IX/X/XI
4 Transfer of deposit
On an assignment by the Landlord of its reversionary interest the Landlord
may transfer the said deposit to the assignee of the Landlord's reversion
(The "Assignee") subject to the Landlord procuring prior to the transfer a
covenant from the Assignee in favour of the Tenant that the Assignee shall
hold the said deposit upon and subject to the terms of this Section IX
whereupon the Landlord shall thereby be released from any and all further
obligations to the Tenant or otherwise in respect of the said deposit.
SECTION X
REGULATIONS
1 Introduction of Regulations
The Landlord reserves the right for itself and/or for the building manager
from time to time and by notice in writing to the Tenant to make and
introduce and subsequently amend adapt or abolish if necessary such
Regulations as it may consider necessary for the better operation and
management of the commercial part of the said building as office premises
and/or for the use of the carpark in the said building and/or its
recreational areas and outdoor facilities.
2 Conflict
Such Regulations shall be supplementary to the terms and conditions contained
in this Agreement and shall not in any way derogate from such terms and
conditions. In the event of conflict between such Regulations and the terms
and conditions of this Agreement the terms and conditions of this Agreement
shall prevail.
SECTION XI
MARKET RENTAL
1 Determination of market rental
In respect of each period of the said term in relation to which reference is
made to market rental the same shall be determined as follows:
1(1) During the penultimate month of the period immediately preceding the
period in question the Landlord shall notify the Tenant of the
Landlord's assessment of the market rental for the period in
question and the Tenant shall within fourteen days of such notice
lodge with the Landlord a written notice accepting or objecting to
the Landlord's assessment. If the Tenant shall fail to lodge such
notice within the time limit as aforesaid then the Landlord's
assessment shall
- 19 -
Section XI/XII
be and be deemed to be the market rental for the period in question.
1(2) If within fourteen days of the lodging of the Landlord's notice the
parties fail or are otherwise unable to agree the market rental for
the period in question either party may by notice in writing require
the same to be determined by arbitration.
1(3) The arbitration shall be held before a single arbitrator and shall
be conducted in accordance with the provisions of the Arbitration
Ordinance (Cap. 341) or any statutory amendment or modification
thereof for the time being in force.
1(4) The arbitrator shall be a chartered surveyor practicing in Hong Kong
to be appointed in default of agreement between the parties by the
Chairman for the time being of the Royal Institution of Chartered
Surveyors (Hong Kong Branch).
1(5) The arbitrator shall be required to determine the sum which in his
opinion represents a fair market rental for the said premises for
the period in question and such sum shall be and be deemed to be the
market rental for the period in question. Pending determination of
the arbitration the minimum rental specified in the Schedule hereto
for the period in question shall be payable. Upon determination of
the arbitration the rent for the period in question shall be
adjusted and any increase due by the Tenant shall be paid within
twenty one days.
1(6) The expenses of the arbitration shall be borne by the Tenant unless
the market rental determined by the arbitrator shall be less that
assessed by the Landlord in accordance with Clause 1(1) of this
Section XI in which case the expenses of the arbitration shall be
borne by the Landlord and the Tenant in equal shares and each party
shall bear its own costs.
SECTION XII
GENERAL
1 Landlord and tenant legislation
To the extent that the Tenant can lawfully so do the Tenant hereby expressly
agrees to deprive itself 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 said premises or to this tenancy
and the Tenant agrees to deliver up vacant possession of the said 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.
- 20 -
Section XII
2 Condonation not a waiver
No condoning excusing 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 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 unless expressly so provided.
3 Letting notices
During the three months immediately preceding the expiration of the said term
the Landlord shall be at liberty to affix and maintain without interference
upon any external part of the said premises a notice stating that the said
premises are to be let and such other information in connection therewith as
the Landlord shall reasonably require.
4 Service of notices
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 said premises or the Tenant's last known place of
business or residence in Hong Kong and if to be served on the Landlord shall
be sufficiently served if addressed to the Landlord and sent by prepaid post
to or delivered at its registered office or any other address which the
Landlord may notify to the Tenant from time to time.
5 No fine
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.
6 Exclusion of warranties
6(1) This Agreement sets out the full agreement reached between the
parties and no other representations have been made or warranties
given relating to the Landlord or the Tenant or the said building or
the said premises and if any such representation or warranty has
been made given or implied the same is hereby waived.
6(2) Nothing herein contained or implied nor any statement or
representation made by or on behalf of the Landlord prior to the
date hereof shall be taken to be a covenant warranty or
representation that the said premises can lawfully be
- 21 -
Section XII
used for the use specified herein.
7 Name of building
The Landlord reserves the right to name the said building with any such name
or style as it in its sole discretion may determine and at any time and from
time to time to change alter substitute or abandon any such name and without
compensation to the Tenant provided that the Landlord shall give the Tenant
and the Postal and other relevant Government Authorities not less than three
months notice of its intention so to do.
8 Stamp Duty and costs
The stamp duty and registration fees (if any) on this Agreement and its
counterpart shall be borne by the Landlord and the Tenant in equal shares and
each party shall pay its own legal costs (if any) of and incidental to the
preparation and completion of this Agreement.
9 Tenant's obligations not affected
This tenancy and the obligation of the Tenant to observe and perform the
covenants and agreements on the part of the Tenant herein contained shall in
no way be affected impaired or excused because the Landlord is unable to
fulfill or is delayed in fulfilling any of its obligations under this tenancy
or is unable to make or is delayed in making any repair addition alteration
or decoration or is unable to supply or is delayed in supplying any equipment
or service hereunder.
10 No enforcement of third party covenants
Nothing herein contained shall confer on the Tenant any right to the benefit
of or to enforce any covenant or agreement contained in any lease or tenancy
agreement or any other instrument relating to any other part or parts of the
said building or to any other premises belonging to the Landlord or limit or
affect the right of the Landlord to deal with the same now or at any time
hereafter in any manner which the Landlord may think appropriate and this
tenancy shall not be deemed to include and shall not operate to convey or let
to the Tenant any ways liberties privileges easements rights or advantages
whatsoever in through over or upon any land or premises adjoining or near to
the said premises except as herein expressly provided.
11 No implied covenants
11(1) The Landlord shall be under no obligation to provide or supply to
the Tenant or arrange for the same services or other things as the
Landlord may be providing or supplying or arranging to any other
part or parts of the said building or to any other premises
belonging to the Landlord or to the tenants or occupiers thereof,
nor to provide or supply or arrange for any services or other things
save those services or things which the Landlord hereinbefore
expressly covenants to provide or supply or arrange for.
- 22 -
Section XII
11(2) Notwithstanding anything in any provision contained in this tenancy
the Landlord shall not be liable to the Tenant nor shall the Tenant
have any claim against the Landlord in respect of any interruption
in any of the services or things which the Landlord provides or
supplies or arranges by reason of:
(i) any necessary inspection overhaul repair or maintenance of
any plant equipment installation or apparatus or damage
thereto or destruction thereof by reason of electrical
mechanical or other defect or breakdown, or
(ii) inclement conditions or shortage of fuel materials water or
labour, or
(iii) whole or partial failure or stoppage of any mains supply, or
(iv) any other circumstances of whatsoever nature beyond the
control of the Landlord or the building manager.
12 Changes in common areas
The Landlord shall be entitled at any time and from time to time to extend or
reduce the areas of the entrances landings staircases passages lobbies or
other parts of the said building intended for common use or to make or cause
to be made changes or alterations thereto for whatsoever reason as may be
determined by the Landlord without incurring any liability to the Tenant on
any account whatsoever.
13 Reservations
There is reserved to the Landlord and all other persons at any time
authorized by the Landlord or otherwise so entitled full right and liberty
at all times without the necessity of obtaining consent and without
compensation:
13(1) to enter upon and/or pass through the said premises for the purpose
of access to and egress from any part of the said building
(including without prejudice to the generality thereof the roof
plant rooms and meter rooms ducts shafts and lightwells) to which
access cannot be readily obtained without entry upon the said
premises, and
13(2) to enter upon and be in the said premises for the purpose of
carrying out any inspection repairs or maintenance of or other
necessary works to any services installations or facilities upon
over in through or under the said premises and serving other
premises within the said building where such work cannot reasonably
be carried out from outside the said premises, the persons
exercising such right causing as little inconvenience as reasonably
practicable and making good all damage thereby occasioned to the
said premises or anything thereon, and
13(3) to use the external surfaces of the walls windows window frames and
other parts of the said premises for the purposes of repairs
maintenance improvements and decoration (whether permanent or
seasonal) or otherwise
- 23 -
Section XII
together with the right to erect attach and retain scaffolding or
other structures as shall be convenient for such purposes.
14 Severance
If any part of any provision of this Agreement shall to any extent be invalid
or unenforceable the remainder of such provision and all other provisions of
this Agreement shall remain valid and enforceable to the fullest extent
permitted by law.
15 Tenant's effects
The Tenant hereby irrevocably appoints the Landlord as its agent to deal with
at the Tenant's risk and expense any of the Tenant's effects left on or about
the said premises for more than seven days after the end of the said term to
the intent that the Landlord may without liability to the Tenant dispose of
or destroy or otherwise deal with the same as the Landlord shall think fit.
16 Use of other premises
The Tenant shall not be entitled to complain about nor shall the Tenant have
any claim against the Landlord in respect of any alleged noise or nuisance or
interference with its user of the said premises due to any operations being
carried on in other parts of the said building, whether by the Landlord or
any other owner or by any of their respective tenants licensees or occupiers.
17 Deed of Mutual Covenant
If the Landlord shall at any time cease to be the sole registered owner of
the said Lot(s) and/or the said building the Landlord shall be at liberty to
enter into any deed(s) of mutual covenant and/or management agreement(s) in
relation to the said building as it sees fit provided that no such deed of
mutual covenant or management agreement shall contain any covenant term or
condition which shall unreasonably limit or restrict the proper use by the
Tenant of the said premises pursuant to and in accordance with the whole
provisions of this Tenancy Agreement.
18 Sale and redevelopment
If at any time during the tenancy hereby created the Landlord shall enter
into a contract for the sale of the said building or of any part thereof
which shall include the said premises or if the Landlord shall resolve to
redevelop the said building or any part thereof whether wholly by demolition
and rebuilding or otherwise, or partially by renovation, refurbishment or
otherwise (which intention so to redevelop shall be sufficiently evidenced by
a copy of a Resolution of its Directors certified to be a true and correct
copy by its Secretary) then in either of such events the Landlord shall be
entitled to give six clear calendar months' notice in writing expiring at the
end of any calendar month during the tenancy hereby created terminating this
Agreement and immediately upon the expiration of such notice this Agreement
and everything herein contained shall cease and be void but without prejudice
to the rights and remedies of either party against the other in respect of
any antecedent claim or breach of any of
- 24 -
Section XII
the agreements or stipulations herein set out.
19 Special conditions
AS WITNESS the hands of the parties hereto the day and year first above written.
- 25 -
SCHEDULE
--------
1. The Landlord means the registered owner of the said Lot (including where the
context so admits its successors and assigns) acting by its duty authorised
agent, Xxxxxxxx Leasing Limited.
2. The Tenant means TYCO ASIA LIMITED
3. The said Lot means SECTION B OF KML NO. 11 & THE EXTENSION THERETO
4. The said building means WORLD SHIPPING CENTRE, HARBOUR CITY
5. The said premises means 12TH FLOOR
where shall be used for no purpose other than AS COMMERCIAL OFFICES ONLY
and the floor loading of which shall not exceed 60 lbs. per square foot.
6. The said term means the period commencing on the 1ST day of AUGUST 1995
and expiring on the 31ST day of JULY 1998
7. The rent means
(a) in respect of the period from the date of commencement of the said term
to the 31ST day of JULY 1998 the sum of Hong Kong Dollars
FIVE HUNDRED AND SIXTY THOUSAND FOUR HUNDRED AND EIGHTEEN
(HK$ 560,418.00 ) per calendar month, and
8. The air-conditioning charge means the sum payable from time to time for the
provision of air-conditioning services, being Hong Kong Dollars THIRTY SEVEN
THOUSAND NINE HUNDRED AND SIXTY THREE AND EIGHTY CENTS (HK$ 37,963.80) per
calendar month at the date of commencement of the said term, subject to
increase from time to time in accordance with the provisions of Clause 1(2)
of Section II.
9. The service charge means the sum payable from time to time for the provision
of building management services, being Hong Kong Dollars TWENTY FIVE THOUSAND
THREE HUNDRED AND NINE AND TWENTY CENTS (HK$ 25,309.20) per calendar
month at the date of commencement of the said term, subject to increase from
time to time in accordance with the provisions of Clause 1(2) of Section II.
10.The deposit means the sum of Hong Kong Dollars ONE MILLION NINE HUNDRED AND
FORTY TWO THOUSAND EIGHT HUNDRED AND FORTY EIGHT (HK$ 1,942,848.00) subject
to increase from time to time in accordance with the provisions of Clause 2
of Section IX.
11.The building manager means the person company or firm (if any) from time to
time responsible for the proper management of the said building pursuant to
any appointment either by the Landlord or under a deed of mutual covenant or
management agreement.
- 26 -
SIGNATURES
SIGNED by ) For and on behalf of
) XXXXXXXX LEASING LIMITED
as the duly authorized agent )
for and on behalf of the ) /s/ Signature appears here
Landlord ) ................................
in the presence of: ) Director & General Manager
XXXXXXX X.X. XXX /s/ Xxxxxxx Xxx
For and on behalf of
TYCO ASIA LIMITED
SIGNED by )
)
the Tenant/for and ) /s/ Signatures appear here
on the behalf of the Tenant ) ....................................
in the presence of: ) Authorized Signature(s)
XXXXXXX XXXXXXXX
MANAGING DIRECTOR
For and on behalf of
TYCO ASIA LIMITED
...............................
Authorized Signature(s)
XXX XXX XXXX
DIRECTOR OF FINANCE & ADMIN.
12/F WORLD SHIPPING CENTRE
HARBOUR CITY
- 27 -
ANNEXURES
[FLOOR PLAN OF WORLD SHIPPING CENTRE, SUITE NO. 1200 APPEARS HERE]
FOR IDENTIFICATION PURPOSES ONLY
- 28 -
