Exhibit 10.5
DATED THE 1ST DAY OF SEPTEMBER 1998
CHU KI XXXX & XXXXX XXXX XXXX
AND
TOYMAX (H.K.) LIMITED
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TENANCY AGREEMENT
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PARTICULARS
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COLUMN 1 COLUMN 2
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Date of Agreement 1st day of September, 1998
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Landlord Xx. Xxx Ki Xxxx and Madam Xxxxx Xxxx Kuen of Xxxx X, 00xx Xxxxx, Xxxxx 0,
Xxxxx Xxxxx, 218-240 Castle Peak Road, Tsuen Wan, NT
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Tenant Toymax (H.K.) Limited whose registered office
is at Units A & B, 3rd Floor CDW Building,
382-392 Castle Peak Road, Tsuen Wan, N.T., Hong
Kong.
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Property Xxxxx 0000 & 0000 (xxxxxxx) 00xx Xxxxx, Xxxxxxxxx Xxxxx, Xx. 0 Science
Museum Road, Tsimshatsui East, Kowloon (details of the property are shown
on the First Schedule to this agreement)
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Term (Fixed) Two years
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Commencement Date 1st day of September, 1998
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Rent (Fixed Term) Rent of HONG KONG DOLLARS
Thirty-Seven Thousand Eight Hundred and Forty
ONLY (HK$37,840) per calendar month
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Rent Days 1st day of every calendar month
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Deposit (Rental) Sum of HONG KONG DOLLARS Seventy-Five Thousand Six Hundred and Eighty
ONLY. (HK$75,680)
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Permitted Use As office and showroom
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THIS AGREEMENT is made on the date stated as the Date of
Agreement in the Particulars BETWEEN (1) the Landlord and
(2) the Tenant
WHEREBY IT IS AGREED as follows:-
DEFINITIONS 1. (1) In this Agreement the following expressions
have the following meanings :
(a) expressions in Column 1 of the
preceding table hereof have the
meanings assigned to them by Column 2
thereof.
(b) the Landlord includes its successors
in title.
(2) Where the Tenant is more than one person
their obligations shall be joint and
several.
(3) Unless the context otherwise requires, words
herein importing the masculine feminine or
neuter gender shall include the others of
them and words herein in the singular shall
include the plural and vice versa.
(4) The marginal notes are intended for guidance
only and do not form part of this Agreement
nor shall any of the provisions in this
Agreement be construed or interpreted by
reference thereto or be in any way affected
or limited thereby.
(5) Any reference to any Ordinance includes a
reference to that Ordinance as amended or
replaced from time to time and to
subordinate legislation or bye-law made
thereunder.
LETTING TERM 2. The landlord shall let and the Tenant shall take ALL
AND RENT THAT the property for the Term from the Commencement
Date paying therefor during the Term the Rent (exclusive
of rates) payable in advance on the Rent Days free of
all deductions whatsoever the first payment to be made
on the signing hereof.
TENANT 3. The Tenant agrees with the Landlord as follows :-
OBLIGATIONS
TO PAY RENT (1) To pay the Rent as aforesaid without any set
off or deduction whatsoever.
TO PAY RATES AND (2) To pay and discharge all rates, taxes,
OUTGOINGS assessments, duties, charges, impositions
and outgoings whatsoever of an annual or
recurring nature to be harged or imposed in
respect of the Property or upon the Landlord
or occupier in respect thereof (Crown rent
and Property Tax only excepted). Details
concerning Tenant? obligation under this
clause are further explained in the Second
Schedule to this agreement.
(3) To pay and discharge all charges for water,
electricity, gas, telephone and other
services, whatsoever to be charged or
imposed in respect of the Property and to
pay all necessary deposits (if any) for the
meters therefor. Details concerning Tenant's
obligation
under this clause are further explained in
the Second Schedule to this agreement.
TO PAY MANAGEMENT (4) To pay and discharge all service management
FEES and maintenance charges payable by
the owner or occupier of the Property as
required by the Incorporated Owners of
the Building of which the Property forms
part ( "the Building") or the management
agent or any other competent body by virtue
of the Deed of Mutual Covenant or any other
Management Agreement relating to the
Building. Details concerning Tenant's
obligation under this clause are further
explained in the Second Schedule to this
agreement.
TO MAINTAIN (5) At the Tenant's expense to keep all the
PROPERTY IN REPAIR interior of the Property including the
flooring and interior plaster or other
finishes or rendering to walls, floors and
ceilings and the Landlord's fixtures therein
including all doors, windows, plumbing and
sanitary apparatus, electrical installations
and wiring in good, clean tenantable repair
and condition and properly preserved and
painted (reasonable wear and tear excepted)
and so to maintain the same at the expenses
of the Tenant and to deliver up the same to
the Landlord at the expiration or sooner
determination of the Term in like condition
except as aforesaid.
TO BE RESPONSIBLE (6) To be wholly responsible for any loss,
FOR INTERIOR damage or injury caused to any person
DEFECTS whomsoever directly or indirectly through
the defective or damaged condition of any
part of or any installation in the Property
caused by any act or default of the Tenant
and to make good the same by payment or
otherwise and to indemnify the Landlord
against all actions, proceedings, claims and
demands made upon the Landlord in respect of
any such loss, damage or injury and all
costs and expenses incidental thereto.
TO REPLACE GLASS (7) To replace at the Tenant's own expense any
glass in any doors or windows of the
Property that may become broken, from
whatever cause, during the tenancy.
TO ALLOW ACCESS (8) To permit the Landlord and all persons
TO LANDLORD authorised by the Landlord upon notice and
at all reasonable times except in cases of
emergency to enter (or in cases of emergency
or where the Landlord does not receive any
response from the Tenant within seven days
of the service of such notice to break and
enter) the Property to :
(a) ascertain whether the Tenant's
obligations under and the
conditions of this Agreement have
been observed and performed,
(b) view (and to open up floors and
ceiling where the same is required
in order to view) the state of
repair and condition of the
Property,
(c) take schedules or inventories of
fixtures and fittings and other
items in the Property,
(d) carry out work or do anything
whatsoever comprised within
the Landlord's obligations in this
Agreement.
Provided that any such opening-up shall
be made good by and at the cost of the
Landlord where the same reveals no
breaches of the terms or conditions
hereof.
TO EXECUTE (9) Forthwith to comply with any notice given by
REPAIRS ON NOTICE the Landlord specifying any works or
repairs which the Tenant has failed to
execute in breach of the terms hereof
Provided that if within fourteen days of the
service of such a notice the Tenant shall
not have commenced and be proceeding
diligently with the execution of the works
or repairs specified or shall fail to
complete within one month (or any other
reasonable period stipulated by the
Landlord), then to permit the Landlord to
enter the Property to execute such works or
repairs, and to pay to the Landlord upon
demand the cost of so doing and all expenses
(including any professional fees) incurred
by the Landlord.
NOT TO INJURE (10) Not to cut maim or injure or permit or
PROPERTY suffer to be cut maimed or injured any
doors, windows, walls, beams, structural
members or any part of the fabric of the
Property nor any of the plumbing or sanitary
apparatus or installations included therein,
nor to overload the floors ceilings or walls
of the Property.
NOT TO ASSIGN (11) Not to assign underlet or otherwise part
with the possession of the Property or any
part thereof in any way whether by way of
subletting lending sharing or other means
whereby any person or persons not a party to
this Agreement obtains the use or possession
of the Property or any part thereof
irrespective of whether any rental or other
consideration is given for such use or
possession and in the event of any such
transfer sub-letting sharing assignment or
parting with the possession of the Property
(whether for monetary consideration or not)
this Agreement shall absolutely determine
and the Tenant shall forthwith vacate the
Property on notice to that effect from the
Landlord. This tenancy shall be personal to
the Tenant itself 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 sub-clause :-
(a) 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.
(b) In the case of a tenant who is an
individual (including a sole
surviving partner of a partnership)
the taking up of the tenancy upon the
death, insanity or other disability
of that individual by the executors
administrators personal
representatives next-of-kin trustees
or committee of any such individual,
or the admission of a new partner or
partners.
(c) In the case of a tenant which is a
corporation any take-over by
other company or persons,
amalgamation, merger, reconstruction
or liquidation of the Tenant itself.
(d) 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 same.
(e) The change of the Tenant business
name or nature of business without
the previous written consent of the
Landlord which consent shall not be
unreasonably withheld.
NOT TO PRODUCE (12) Not to produce or permit or suffer to be
NOISE produced any music, noise (including sound
produced by broadcasting or any apparatus or
equipment capable of producing reproducing
receiving or recording sound) so as to be a
nuisance or annoyance to the Landlord or to
occupiers of other premises or in the
neighbourhood or in anywise against the laws
or regulations of Hong Kong.
NOT TO CAUSE (13) Not to do or permit or suffer to be done any
NUISANCE act or thing which may be or become a
nuisance or annoyance to the Landlord or to
the tenants or occupiers of other premises
in the neighbourhood.
INDEMNITY (14) To indemnify the Landlord against all
actions costs claims and demands made upon
or against the Landlord in respect of damage
to the person or property of any person
caused by or through or arising out of any
breach, non-observance, non-performance and
non-compliance by the tenant of any of the
terms, conditions and covenants subject to
and under which the Property is held.
NOT TO STORE (15) Not to keep or store or permit or suffer to
DANGEROUS be kept or stored on or in the Property any
GOODS arms ammunition gunpowder saltpetre kerosene
or other explosive or combustible or
hazardous goods or substance.
USER (16) Not to use or permit or suffer to be used
the Property for any purpose other than the
Permitted Use.
PROHIBITED USES (17) Not to use or permit or suffer the Property
to be used for any illegal or immoral
purpose.
VITIATING (18) Not to do or permit or suffer to be done in
INSURANCE the Property anything which may avoid any
policy or policies of insurance in respect
of the Property or increase any premium
payable for the same and to indemnify the
Landlord against all loss and damage
suffered in consequence of any breach of
this sub-clause and to pay to the landlord
any increase in the insurance premium
attributable to the Property by a breach of
this sub-clause such payment of increased
premium to be made by the Tenant on demand
and recoverable as rent in arrear.
INSURANCE (19) (a) To effect and maintain during the
currency of this tenancy insurance
cover in respect of the following and
on terms set out hereunder :-
(i) Third Party
In respect of third party
liability of the landlord and
liability for loss injury or
damage to any person or
property whatsoever caused
through or by any act default
or neglect of the Tenant which
might give rise to a claim for
indemnity pursuant to Clause 3
(14) hereof;
(ii) Glass
Any glass in the windows doors
and partition now or hereafter
on or in the Property for its
full replacement value;
(iii) Water Damage
Against damage to stock
fixtures and fittings for the
full insurable value occurring
in respect of the use or
misuse of the fire sprinkler
system installed within the
Property or the incursion or
water therein; and
(iv) Tenant's Fittings
The Tenant's fittings and
equipment within the Property
against fire and extraneous
perils for their full
replacement value.
(b) The policy or policies of such
insurance shall be effected with an
insurance company duly registered
with the Insurance Authority under
the Insurance Companies Ordinance,
Chapter 41 of the Laws of Hong Kong
subject to the prior approval of the
Landlord which approval shall not be
unreasonable withheld and further
endorsed to show the Landlord as
joint insured and the said policy or
policies of insurance 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 consent
of the Landlord. The Tenant hereby
further undertakes to produce to the
Landlord as and when required by the
Landlord such policy or policies of
insurance together with a receipt
for the last payment of premium and
a certificate from the insurance
company that the policy is fully
paid up and in all respects valid
and subsisting and to cause all
monies received by virtue of any
such insurance to be forthwith paid
to the Landlord and that if the
Tenant shall at any time fail to
keep the Property insured as
aforesaid the Landlord may do all
things necessary to effect and
maintain such insurance and any
monies spent by the Landlord for
that purpose shall be repayable by
the Tenant on demand and be
recoverable forthwith by the
Landlord by action.
NOT TO (20) Not to encumber or obstruct or permit to be
OBSTRUCT encumbered or obstructed with any boxes,
COMMON dust bins, merchandise, goods, machines,
AREAS articles, packaging or obstruction of any
kind or nature any of the entrances, lifts,
staircases, landings and passages, lobbies
or other parts of the Building, or in any
place which is not hereby exclusively let to
the Tenant.
TO OBSERVE OTHER (21) Nor to do or suffer any act which shall
DEEDS amount to a breach or non-performance or
non-observance of any negative or
restrictive convenant contained in the Crown
Lease or Conditions under which the ground
upon which the Building is erected is held
from the Crown or of any covenant term or
condition contained in the Deed of Mutual
Covenant and the Management Agreement (if
any) and the House Rules (if any) in respect
of the Building.
TO PAY COST OF (22) To pay to the Landlord on demand all costs
CLEARING DRAINS incurred by the Landlord in cleansing or
clearing 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 or licensee of the Tenant.
TO PROTECT (23) To take all reasonable precautions to
PROPERTY protect the Property against damage by storm
or typhoon or the like.
TO PERMIT (24) To permit upon reasonable notice at any time
VIEWING during the last three months of the Term
(howsoever determined) the Landlord and all
persons authorised by the Landlord including
prospective purchasers and tenants to view
the Property without interruption.
TO PAY (25) To pay all costs charges and expenses
LANDLORD (including any professional fees) incurred
COSTS by the Landlord in relation or incidental
to :-
(a) any application by the Tenant for
any licence or consent under this
Agreement (whether or not the same
be granted or refused or proffered
subject to any condition), and
(b) the recovery or attempted recovery
of arrears of rent or other sums
due from the Tenant.
NOT TO ALTER (26) Not to make or cause to make or connive at
any alterations structural to the Property
and not to put up any partition or other
erection or installation or electrical
circuit on any part of the Property without
the consent in writing of the Landlord. If
the Landlord shall give consent to such
alteration, partition or erection it shall
in any event be subject to :-
(i) the condition that the Tenant shall
not cause any damage to the
Property or any part thereof in
addition to such other conditions
as the Landlord shall think fit to
impose; and
(ii) also the condition that the prior
approval or consent is obtained
from the Building Authority, Fire
Services Department, Labour
Department or any other relevant
authority for such alteration or
partition.
NOT TO USE AS (27) Not to use or allow to be used the Property
DOMESTIC or any part thereof to prepare any food or
PREMISES as sleeping quarters or as domestic premises
and not to allow any person to remain in the
Property overnight except the Tenant's night
watchman.
NOT TO (28) (a) Not to exhibit or display on or in the
EXHIBIT OR Property any signboard,
DISPLAY SIGNBOARD nameplate, advertisement, or other
device whether illuminated or not
which shall cause nuisance to other
person or trespass upon other
people's property.
(b) Subject to sub-clause (c) hereinafter
following not to put up any signboard
other than that of a suitable sign
showing the Tenant's trading
name and business.
(c) not to affix to put up or display any
signboard, sing, decorations or
other thing whatsoever outside the
Property or any door wall pier or
window except with the approval of
the Landlord. The Landlord shall
have absolute discretion in granting
or refusing such approval and any
approval to be granted shall be
subject to such conditions as the
Landlord may think fit. The Tenant
shall pay the Landlord immediately
upon demand the reasonable costs
incurred by the Landlord in affixing
repairing or replacing as necessary
the Tenant's name in lettering or
characters upon the appropriate
directory boards in or on the
Building. The Landlord shall have
the right to remove at the cost and
expense of the Tenant any signboard,
sign, decoration or thing which
shall be affixed put up or displayed
without the prior approval of the
Landlord.
TO YIELD UP (29) At the expiration or sooner determination of
this Agreement to deliver up to the Landlord
vacant possession of the Property in its
original state and in good and tenantable
state of repair and condition (fair wear and
tear excepted) and all the keys of the
Property together with any additional
fixtures, fitting, erections alterations or
improvements which the Tenant may with the
consent of the Landlord as aforesaid have
made upon or in the Property without payment
of any compensation for such additional
erections alterations or improvements
Provided Always that the Landlord may at the
expiration or sooner determination of this
Agreement on giving reasonable notice
require the Tenant to remove such additional
fixtures, fittings, erections, alterations
or improvements at the cost and expense of
the Tenant.
TO COMPLY WITH (30) At the Tenant's expense to comply in all
LAWS respects with the provisions and
requirements of the Buildings Ordinance,
Chapter 123 and the Town Planning Ordinance,
Chapter 31 or any statutory modification or
re-enactment thereof for the time being in
force and any regulations or orders made
thereunder relating to the use or occupation
by the Tenant hereunder and to indemnify (as
well after the expiration of the Term by
effluxion of time or otherwise as during its
continuance) and to keep the Landlord
indemnified against all liability whatsoever
including costs and expenses in respect of
any contravention thereof.
NOT TO (31) Not to block up darken or obstruct or
OBSTRUCT obscure any windows or lights belonging
LIGHT to the Property without having obtained the
express written consent of the Landlord
which consent may be given subject to such
conditions as the Landlord may in its
absolute discretion impose.
LANDLORD 4. The Landlord hereby agrees with the Tenants as
OBLIGATIONS follows :-
TO PAY CROWN RENT (1) To pay the Crown rent and property Tax
attributable to or payable in respect of the
Property.
QUIET (2) That the Tenant paying the Rent as aforesaid and
ENJOYMENT observing and performing the agreements stipulations
terms and conditions herein contained and on the
Tenant's part to be observed and performed shall
peaceably hold and enjoy the Property during the Term
without any interruption by the Landlord or any
person lawfully claiming under or in trust for the
Landlord.
TO REPAIR (3) To maintain and keep the main structure of the
EXTERIOR Property and every part of such main structure in
proper and tenantable repair and condition (except
the doors and window) PROVIDED that :
(a) The Landlord's liability hereunder shall not
be deemed to have arisen unless and until
written notice of any want of repair of the
same shall have been previously given by the
Tenant to the Landlord and the Landlord
shall have failed to take steps to repair
the same after the lapse of a reasonable
time.
(b) Notwithstanding anything to the contrary as
contained in this clause it shall be the
responsibility and liability of the Tenant
to repair and make good at its own expense
all defects, want of repair and damages
caused by ;the act default neglect or
omission of the Tenant and all persons
authorized or permitted by the Tenant to use
the Property.
(c) The Landlord shall not be required to
repaint or whitewash any external part of
the Property unless required to do so by any
Government Authorities or under the Deed of
Mutual Covenant relating to Property.
OTHER 5. IT IS HEREBY EXPRESSLY AGREED as follows :-
STRIPULATIONS
RE-ENTRY ON (1) If at any time during the Term :
DEFAULT
(a) the rent hereby agreed to be paid or
any part thereof shall be unpaid for
five days after the same shall become
payable (whether legally or formally
demanded or not), or
(b) the Tenant shall fail or neglect to
observe or perform any of the
agreements, stipulations terms and
conditions herein contained and on
the Tenant's part to be observed
and performed, or
(c) the Tenant (being an individual)
shall become bankrupt or (being a
corporation) shall go into
liquidation whether compulsory or
voluntary (save the voluntary
liquidation of a solvent company for
the purposes of amalgamation or
reconstruction) or otherwise become
insolvent or make any composition or
arrangement with creditors or shall
suffer any execution to be levied on
the Property or otherwise on the
Tenant's goods,
then and in any such case it shall be lawful
for the Landlord at any time thereafter to
re-enter the Property or any part thereof in
the name of the whole whereupon this tenancy
shall absolutely cease and determine but
without prejudice to any right of action of
the Landlord in respect of any outstanding
breach or non-observance or non-performance
of any of the agreement, stipulations terms
and conditions herein contained and on the
Tenant's part to be observed and performed
to the Landlord's right to deduct all loss
damage and proper expenses thereby incurred
from the Deposit paid by the Tenant in
accordance with clause 7 thereof.
INTEREST ON (2) If the Rent or any other sum payable by the
ARREARS Tenant to the Landlord under this Agreement
shall not be paid after becoming due the
same shall be payable with interest thereon
at the rate per annum of 2% above the prime
rate for the time being from the date when
it was due to the date on which it is
actually paid.
NOTICE OF RE-ENTRY (3) 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 actual
physical entry on the part of the Landlord.
NON-WAIVER (4) Acceptance of rent by the Landlord or any
act omission or acquiescence on the part of
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 of
the agreements stipulations terms and
conditions herein contained and on the
Tenant's part to be observed and performed.
LANDLORD NOT (5) (a) The Landlord shall not be under any
LIABLE FOR DAMAGE liability whatsoever to the Tenant or
any member of the Tenant's family or
any servant, licensee, agent,
visitor, guest, customer, or invitee
of the Tenant's, or any person
claiming any right title or interest
under the Tenant :
(i) for the payment of any claim
for compensation arising out
of the operation of this
Agreement or any provision
hereof; or
(ii) for any damage or injury which
may be sustained by the Tenant
or by any such person or
persons as aforesaid on
account of the defective or
damaged condition of the
Property or the Landlord's
fixtures therein or any lift
or any part thereof and in
particular the Landlord shall
not be responsible to the
Tenant or any person or
persons as aforesaid for any
damage caused by or through or
in anywise owing to any
typhoon leakage of water or
electric current from the
water pipes or electric wiring
or cable situated upon or in
anyway connected with the
Property unless such damage
shall result from the breach
by the Landlord of one or more
obligations hereby imposed
after notice requiring
compliance shall have been
given and there shall not have
been compliance within a
reasonable time.
(b) For the security or safekeeping of
the Property or any contents therein
and in particular but without
prejudice to the generality of the
foregoing the provision by the
Landlord of watchmen and caretakers
or any mechanical or electrical
systems of alarm of whatsoever
nature if any shall not create any
obligation on the part of the
Landlord as to the security of the
Property or any contents therein and
the responsibility for the safety of
the Property or any contents therein
shall at all times rest with the
Tenant.
ACTS OF (6) For the purposes of this Agreement any act,
TENANT'S default, neglect or omission of any guest,
AGENTS visitor, servant, agent, licensee or invitee
of the Tenant shall be deemed to be the act,
default, neglect or omission of the Tenant.
ARREARS OF RENT (7) The rent payable in respect of the property
shall be and be deemed to be in arrear if
not paid in advance at the times and in
manner herein provided for payment thereof.
NOTICES FOR (8) During the three months immediately
RE-LETTING preceding the expiration of the Term (or
sooner if the rent or any part thereof shall
be in arrear and unpaid for upwards of one
calendar month) the Landlord shall be at
liberty to enter the Property and affix and
maintain without interference upon any
external part of the Property a notice
stating that the Property is to be let or
sold and such other information in
connection therewith as the Landlord shall
reasonable require.
SERVICE OF NOTICES (9) 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 Property 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 the
Landlord's last known place of business or
residence in Hong Kong. A notice sent by
post shall be deemed to be given at the time
and date of posting.
COSTS AND STAMP (10) (a) All costs of the preparation of and
DUTY incidental to this Agreement shall be
borne by the Landlord and the Tenant
in equal shares.
(b) The stamp duty on this Agreement and
its counterpart and registration fees
(if any) shall be borne by the
Landlord and the Tenant in equal
shares.
NO WARRANTY OF (11) Nothing in this Agreement or in any consent
USER granted by the Landlord under this Agreement
shall imply or warrant that the Property may
be used for the purpose herein authorised
(or any purpose subsequently authorised)
under any legislation's or statutory
regulations.
SALE OF UNCLAIMED (12) In after the Tenant has vacated the Property
ARTICLES at the expiration or sooner determination
of the Term any effect or article of the
Tenant remains in or on the Property, and
the Tenant fails to remove it within seven
days after being requested by the Landlord
so to do, or if after using its best
endeavours the Landlord is unable to make
such a request to the Tenant within fourteen
days from the first attempt so made by the
Landlord :
(a) the Landlord may as the agent of the
Tenant sell or otherwise dispose of
such effect or article, provided
that the Tenant will indemnify the
Landlord against any liability
incurred by the Landlord arising out
of any such sale or disposition or
to any third party whose effect or
article shall have been sold by the
Landlord in the bona fide mistaken
belief (which shall be presumed
unless the contrary be proved) that
such effect or article belonged to
the Tenant and that all costs and
expenses of and incidental to any
such sale or disposition shall be
borne by the Tenant and be first
deducted from the proceeds of sale
or disposition,
(b) if the Landlord having made
reasonable efforts is unable to
locate the Tenant the Landlord shall
be entitled to retain the said
proceeds of sale or disposition
absolutely unless the Tenant shall
claim the same within three months of
the date upon which the Tenant
vacated the Property, and
(c) the Tenant shall indemnify the
Landlord against any damage
occasioned to the Property or the
Building or any adjacent or
neighbouring premises of the Landlord
and any actions, claims, proceedings,
cost, expenses and demands made
against the Landlord caused by or
related to the presence of the effect
or article in or on the Property.
STATE OF PROPERTY (13) The Tenant shall take the Property in its
present decorative repair and condition.
KEY MONEY (14) The Tenant hereby expressly declares that it
has paid no premium, construction fee, key
money or other sum of money of a similar
nature to the Landlord or other person or
persons authorised by the
Landlord for the possession of the Property
or for the granting of this tenancy.
NEW TENANCY (15) Any acceptance of rent by the Landlord on or
after expiration of the Term shall not
create any new tenancy or renewal or
extension of the existing tenancy unless
written agreement has been signed between
the parties hereto to show otherwise.
ABATEMENT OF RENT 6. Should the Property or part thereof be rendered unfit
for use and occupation by any cause not attributable
to the negligence or default of the Tenant, the Rent
or part thereof proportionate to the part unfit for
use and occupation shall xxxxx and cease to be
payable until the Property shall have been again
rendered fit for occupation and if already paid
shall be refunded by the Landlord to the Tenant
without interest until the Property shall again be
rendered fit for habitation and use. Provided that
nothing herein shall impose on the Landlord any
obligation to repair or reinstate the Property or
any part thereof and if the Property shall not be
repaired or reinstated within a period of three
month from the time when the Property shall be
rendered unfit for habitation the Tenant or the
Landlord may terminate the Agreement in which event
the Tenant shall deliver up vacant possession of the
Property to the Landlord and notwithstanding any
statutory provision to the contrary neither party
shall have any claim against the other of them for
damages compensation or otherwise apart from rights
of action already accrued before such termination of
this Agreement.
PAYMENT OF DEPOSIT 7. The Tenant shall on the signing hereof pay to and
maintain at all times during the Term with the
Landlord the Deposit to secure the due observance
and performance by the Tenant of the agreements
stipulations terms and conditions herein contained
and on the Tenant's part to be observed and
performed. The Deposit shall be retained by the
Landlord throughout the Term free of any interest to
the Tenant with power for the Landlord, without
prejudice to any other right of remedy hereunder to
deduct therefrom the amount of any cost expense loss
or damage sustained by the Landlord as a result of
any non-observance or non-performance by the Tenant
of any such agreements stipulations terms or
conditions. Subject as aforesaid and to clause 8
REPAYMENT OF hereof, the Deposit shall be refunded to the
DEPOSIT Tenant by the Landlord within fourteen days
after the expiration or sooner determination
of the Term and the delivery of vacant possession of
the Property to the Landlord or within fourteen 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 terms or conditions and
on the part of the Tenant to be observed and
performed whichever is the later.
WAIVER OF CLAIM 8. (a) It is agreed and declared that if at any
FOR DEPOSIT time during the Term the Landlord shall
assign the Landlord's interest in the
reversion
immediately expectant upon the Term and if
the Landlord shall also transfer to the
assignee of the reversion the Deposit or
such part thereof as is then held by the
Landlord under this Agreement, forthwith
upon such transfer of the Deposit or such
part thereof as aforesaid and provided that
a notice containing particulars of the same
shall have been served on the Tenant the
Landlord shall be absolutely discharged and
exonerated from the Landlord's obligation to
refund the Deposit to the Tenant Contained
in clause 7 hereof and the Tenant shall
waive all its rights and claims hereunder
against the Landlord in respect of the
Deposit.
(b) The Tenant hereby irrevocably consents and
authorises such transfer of the Deposit or
such part thereof as aforesaid and
undertakes and agrees to enter into an
agreement in such form, with such party or
parties and at such time as the Landlord may
reasonably require to give better effect to
the provisions of sub-clause (a) above.
AS WITNESS the hands of the parties hereto on the date
specified as the Date of Agreement in the Particulars.
SIGNED by the Landlord )
)
CHU KI XXXX ) Chu Ki Xxxx
)
)
XXXXX XXXX KUEN ) Xxxxx Xxxx Xxxx
)
)
in the presence of :- )
WITNESS Xxxxx Xxxx
SIGNED by the Tenant )
)
For and on behalf of )
TOYMAX (H.K.) LIMITED ) Xxxxxx Xxxxxxxx
)
)
)
)
in the presence of :- )
WITNESS Xxxxx Xxxx
RECEIVED on the date stated as the Date of )
Agreement in the Particulars written of and from )
the Tenant the sum of HONG KONG DOLLARS )
SEVENTY FIVE THOUSAND SIX HUNDRED ) HK$75,680.00 Chu Ki Xxxx
EIGHT YONLY being the security deposit )
above expressed to be paid by the Tenant to the )
Landlord )
WITNESS to the signature :- Xxxxx Xxxx
FIRST SCHEDULE
Units 1107 and 1108 (partial), 00xx Xxxxx, Xxxxxxxxx Xxxxx, 0 Xxxxxxx Xxxxxx
Xxxx, Xxxxxxxxxxx Xxxx, Xxxxxxx.
SECOND SCHEDULE
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Tenant is obliged to pay expenses as stipulated under Clause No. 3(2), 3(3), and
3(4) in this agreement, in respect of the entire unit no. 1108 on 11th Floor,
Concordia Plaza, 1 Science Museum Road, Tsimshatsui East, Kowloon including but
not limiting to the following expenses:
Premises management fee
Premises air-conditioning charges
Government rates
Utilities, including water, electricity, gas, etc.
All such additional costs incurred as a result of the requirement of the tenant
solely shall be borne solely by the tenant, for example, additional
air-conditioning charges as a result of special request, etc.
