Dated 31 Mar 2008 NOBLE RAYS HOLDINGS LIMITED AND VAST OPPORTUNITY LIMITED TENANCY AGREEMENT of All that the Unit D on the 15th Floor of Eton Building, No. 288 Des Voeux Road Central,.Hong Kong.
EXHIBIT
10.1
Dated
31
Mar 2008
NOBLE
RAYS HOLDINGS LIMITED
AND
VAST
OPPORTUNITY LIMITED
of
All
that
the Unit
D
on the
15th
Floor
of
Eton
Building, No. 288 Des Voeux Road Central,.Hong Kong.
|
THIS
AGREEMENT made the
|
31 day
of March
|
Two
thousand and Eight
|
PARTIES
BETWEEN
the person or persons or the Company detailed as the Landlord in Part I of
the
First Schedule
hereto (hereinafter called "the Landlord") of the one part and the person
or
persons or the
Company detailed as the Tenant in Part I of the First Schedule hereto
(hereinafter called "the Tenant")
of the other part.
WHEREBY
IT IS MUTUALLY AGREED as follows:
PREMISES,
TERM, RENT
| 1. |
The
Landlord shall let and the Tenant shall take ALL THOSE the
premises
(hereinafter referred
to as "the Premises") forming part of all that building (hereinafter
referred to as "the
Building") which and the Building are more particularly described
and set
out in Part II of
the First Schedule hereto TOGETHER with the use of the lifts
(if any)
(whenever the same
shall be operating), entrances, staircases, landings and passages
of the
Building (so far as
the same are necessary for the enjoyment of the Premises in
conformity
with the permitted
user specified in Clause 4 (7) hereof) in common with the Landlord
and any
other persons
entitled for the term set forth in Part III of the First Schedule
hereto
YIELDING AND PAYING therefor throughout the said term such
rent as is set
out in 'the Second Schedule
hereto which sum shall be payable in advance clear of all deductions
on
the 1st day
of each calendar month.
|
| 2. |
The
Tenant hereby agrees with the Landlord as follows:
|
PAY
RENT & RATES
| (1) | (a) | To pay the rent hereby reserved on the days and in the manner hereinbefore provided for payment thereof to the Landlord (or its agents authorised in writing by it) and in banknotes if so demand. | |
| (b) | If so required in writing by the Landlord to make such payment to any bank and account in the name of the Landlord that the Landlord may from time to time nominate. | ||
| (2) | (a) | 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 Premises or upon the owner or occupier thereof (Government Rent and Property Tax only excepted). | |
|
(b)
|
In the event of an assessment to rates in respect of the Premises shall be raised upon the Landlord direct, the Landlord shall during the month immediately preceding any quarter in respect of 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. | ||
| (c) | The Landlord shall be entitled to treat non-payment of any amount debited to the Tenant in accordance with the foregoing provision of this Clause or any part thereof in all respect as non-payment of rent under this Agreement. |
2
GAS
WATER ELECTRICITY. TELEPHONE CHARGES
| (3) |
To
pay and discharge all charges for gas water electricity and telephone
services consumed in or supplied to the Premises and as and when
required
to make all necessary deposit (if any) for the meters
therefor.
|
AIR-CONDITIONING
AND MANAGEMENT CHARGE
| (4) |
To
pay and discharge the monthly Air-conditioning and Management
Charges and
maintenance
charges (except those of a capital nature) payable in respect
of the
Premises
under the Deed of Mutual Covenant or other deed(s) or instrument(s)
of
similar
nature in respect of the
Building.
|
OBSERVE
ORDINANCES
| (5) |
To
obey and comply with and to indemnify the Landlord against
the breach of
all ordinances
regulations bye-laws rules and requirements of any Governmental
or other
competent
authority relating to the occupation of the Premises or to
any other act
deed
matter or thing done' permitted suffered or omitted therein
or thereon by
the Tenant
or occupier or any employee agent licensee or visitor of the
Tenant or
occupier
and to notify the Landlord forthwith in writing of any notice
received
from any
statutory
or public authority concerning or in respect of the Premises
or any
services
supplied thereto.
|
TO
MAINTAIN AND REPAIR
| (6) | (a) |
To
maintain and keep the Premises in a good and proper workmanlike
fashion
and
in
good
and tenantable condition and repair throughout the said term
to the
satisfaction
of the Landlord (fair wear and tear excepted).
|
|
| (b) |
To
keep all the interior of the Premises including the flooring
and interior
plaster or other finishes or rendering to walls floors and
ceilings and
the Landlord's fixtures fittings furniture and effects therein
and all
additions thereto and including all doors windows electrical
and gas
installations and wiring and piping in good clean and tenantable
repair
and condition and properly preserved and painted and so. to
maintain the
same at the expense of the Tenant and to deliver up the same
to the
Landlord at the expiration or sooner determination of the said
term in
like condition (fair wear and tear
excepted).
|
REPLACEMENT
OF WINDOWS
| (7) |
To
reimburse to the Landlord the cost of replacing all broken
and damaged
windows and
glass during the said term whether or not the same be broken
or damaged by
the negligence
of the Tenant.
|
REPAIR
OF GAS ELECTRICITY INST.ALLATIONS
| (8) |
To
repair or replace any gas installation or piping and 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 qualified
contractors
and technicians for the purpose. The Tenant shall permit the
Landlord or
its agents to test the Tenant's gas installation or piping
and electrical
installation and wiring in the Premises at any reasonable time
upon
request being made. The Tenant shall indemnify the Landlord
and hold it
harmless against any cost claim damage or proceedings resulting
from or
attributable to any malfunction or disrepair of the gas and
electrical
installation or apparatus in the
Premises
|
3
REPAIR
OF SANITARY APPARATUS
| (9) |
To
keep the sanitary and water apparatus in the Premises (or elsewhere
if
used exclusively
by the Tenant) in good clean and tenantable repair and condition
(fair
wear
and tear excepted) to the satisfaction of the Landlord and
in accordance
with the regulations
or bye-laws of all Public Health and other Government Authorities
concerned.
|
CLEARING
OF DRAINS
| (10) |
To
pay to the Landlord on demand all costs incurred by the Landlord
in
cleansing clearing
repairing any of the drains pipes or sanitary or plumbing or
air filtering
and extracting
apparatus choked or stopped up owing to the careless or improper
use of
neglect
by the Tenant or any employee agent or licensee of the Tenant
and to
indemnify
the Landlord against any cost claim or damage caused thereby
or arising
therefrom,
|
INDEMNIFY
LANDLORD AGAINST LOSS
| (11) |
To
be wholly responsible for and to indemnify the Landlord against
any loss
damage or
injury caused to any .person whomsoever or any property whatsoever
whether
directly
or indirectly through the defective or damaged condition of
any part of
the interior
of the Premises or any fittings fixtures wiring or piping therein
for the
repair of
which the Tenant is responsible hereunder or 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
from the Premises or any part thereof through the act default
or neglect
of the Tenant his servants agents or
licensees.
|
PROTECTION
FROM TYPHOON
| (12) |
To
take all reasonable precautions to protect the interior of
the Premises
against damage
by storm heavy rainfall typhoon 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,
|
ENTRY
LANDLORD
| (13) |
To
permit the Landlord and all persons authorised by it at all
reasonable
times and by prior
appointment to enter and view the state of repair of the Premises
and to
take inventories
of the Landlord's fixtures fittings furniture and effects therein
and to
carry out
any works repairs or maintenance which require to be done Provided
that in
the event
of an emergency the Landlord its servants or agents may enter
without
notice and
forcibly if need be.
|
NOTICE
TO REPAIR
| (14) |
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 Premises and forcibly
if need
be to carry
out any such works or repairs at the sole expense of the
Tenant.
|
4
INFORM
LANDLORD OF DAMAGES
| (15) |
To
give notice in writing to the Landlord or its agent of damage
that may be
suffered to the Premises or to persons thereupon and of any
accident to or
defects in the water pipes gas pipes electrical wiring or fittings
fixtures or other
facilities.
|
INFESTION
| (16) |
At
the Tenant's expense to make all such steps and precautions
to prevent the
Premises
or any part thereof from becoming infested by termites rats
mice roaches
or,
any
other pests or vermin.
|
AIR-CONDITIONING
OF THE PREMISES
| (17) | (a) |
To
keep
air-conditioning
fan-coil and air-conditioning system or installation (within
the Premises) in good and clean condition and tenantable repair,
and
properly maintain the.sarne
at the Tenant's expense.
|
|
|
(b)
|
To
repair or replace at the Tenant's expense any air-conditioning
:fan-coil
unit or
any
other part of the air-conditioning system or installation (but
not within
the
Premises) which is damaged or rendered defective by the misuse
or
negligence
of the Tenant or any of the Tenant's servants, agents, licensees,
occupiers or customers.
|
||
| (c) | To repair or replace at the Tenant's expense any damaged or defective air-conditioning fan-coil unit or any other part of the air-conditioning system or installation. (within the Premises) whether or not the same be damaged or rendered defective by the misuse or negligence of the Tenant or any of the Tenant's servants, agents, licensees, occupiers or customers. |
DIRECTORY
BOARDS
| (18) |
To
pay or reimburse the Landlord immediately upon demand the cost
of affixing
repairing
or replacing as necessary the Tenant's name in lettering to
the directory
boards
(if my)at the Building.
|
BUILDING
RULES
| (19) |
To
obey and comply with such Building Rules as may from time to
time be made
or adopted
by the Manager in accordance, with the Deed of Mutual Covenant
relating to
the Building..
|
SERVANTS
AGENTS AND LICENSEES
| (20) |
To
be responsible to the Landlord for the acts neglects omissions
and
defaults of all contractors
agents licensees and visitors of the Tenant or occupier of the
Premises as
if
they were the acts neglects omissions and defaults of the Tenant
himself
and for the purposes
of this Agreement "licensee" shall include any person present
in using or
visiting
the Premises with the consent of the Tenant express or
implied.
|
5
YIELD
UP PREMISES
| (21) |
To
quietly yield up the Premises in a bare shell condition PROVIDED
THAT the
Landlord
may by notice in writing require
the Tenant to yield up the Premises together
with all the fixtures fittings
and additions therein and thereto or part thereof at the expiration
or
sooner determination of this Agreement in good clean and tenantable
repair
and condition (fair wear and tear excepted) AND thereupon to
surrender to
the Landlord all keys giving access to all parts of the Premises
held by
the Tenant.
|
||
| 3. | The Landlord hereby agrees with the Tenant as follows: |
QUIET
ENJOYMENT
| (1) |
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 terms and conditions
herein
contained
and on the Tenant's part to be observed and performed shall
peaceably hold
and
enjoy the Premises during the said term without any interruption
by the
Landlord or
any person lawfully claiming under or in trust for the
Landlord.
|
GOVERNMENT
RENT
| (2) |
To
pay the Government Rent and Property Tax payable in respect of
the
Premises. TO
|
MAINTAIN
MAIN STRUCTURE
| (3) |
To
maintain and keep or cause to be maintained and kept the main
structure of
the Premises
and every part of the said main structure the main drains and
pipes in
proper
and tenantable repair and condition PROVIDED that 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.
|
||
| 4. | The Tenant hereby further agrees with the Landlord as follows |
INSTALLATION
AND ALTERATIONS
| (1) | (a) |
Not
without the previous written consent of the Landlord to erect
install
or
alter
any
fixtures partitioning or other erection or installation in the
Premises or
any part
thereof or without the like consent to make or permit or suffer
to be made
installations
in or additions to the electrical/gas wiring/piping and installations
or
to install or permit or suffer to be installed any equipment
furniture
apparatus or
machinery which imposes a weight on any part of the flooring
in excess of
that for which it is designed or which requires any additional
electrical/gas mains
wiring/piping or which consumed electricity/gas not metered through
the
Tenant's
separate meter.
|
|
| (b) |
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 its servants agents contractors in carrying out any work
in the
Building. The
Tenant its servants agents contractors and workmen shall obey
and comply
with
all instructions and directions which may be given by the Landlord
or the
Landlord's representative in connection with the carrying out
of such
work.
|
||
| (c) |
In
carrying out any work to the electrical/gas installation and/or
wiring/piping the
Tenant shall use qualified contractors and
technicians.
|
6
INJURY
TO MAIN WALLS
| (2) |
Not
without the previous written consent of the Landlord to cut maim
injure
drill into xxxx or deface or permit or suffer to be cut maimed
injured
drilled into marked or defaced any doors windows walls beams structural
members or any part of the fabric of the Premises or any part of
the
plumbing or Sanitary apparatus or installation included
therein.
|
DAMAGE
TO COMMON AREAS
| (3) |
Not
to damage injure or deface any part of the fabric or decorative
features
of the common areas stairs and lifts of the Building including
any trees
plants or shrubs therein or
thereabout.
|
NUISANCE
AND ANNOYANCE
| (4) |
Not
to do or permit or suffer to be done any 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 Building or in any adjoining
or
neighbouring building and it is agreed that a persistent breach
by the
Tenant of the terms of this Clause shall amount to a breach of
this
Agreement justifying the Landlord exercising its right of re-entry
hereunder.
|
NOISE
| (5) |
Not
to produce or permit or suffer to be produced at any time in the
Premises
any music
or noise (including sound produced by broadcasting or any apparatus
or
equipment
capable of producing reproducing receiving or recording sound)
so as to
be
audible outside the Premises and it is agreed that a persistent
breach by
the Tenant of
the terms of this Clause shall amount to a breach of this Agreement
justifying the Landlord
to exercise its right of re-entry
hereunder.
|
SIGNS
| (6) |
Not
without the previous written consent of the Landlord and the Manager
of
the Building
to exhibit or display on or affix to the exterior of the Premises
any
writing sign
signboard or other device whether illuminated or not nor to affix
any
writing sign
signboard or other device in at or above any common area lobby
landing or
corridor
of the Building, Provided always that the Tenant shall be entitled
to have
his name
and business displayed in lettering and/or characters to a design
and
standard of workmanship
approved by the Landlord on a signboard upon the front of the Premises.
If the Tenant carries on business
under a name other than his own name he shall
be entitled to have xxxx.xxxx displayed as aforesaid but the Tenant
shall
not be entitled
to change the business name without the previous written consent
of the
Landlord
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 4(12) has
taken place
or is
about to take place.
|
7
USER
| (7) |
Not
to used or permit of suffer the Premises or any part thereof to
be used
for any purpose other than as office premises for business purposes
and in
particular not as residential or industrial premises of any kind
PROVIDED
THAT the Tenant is solely responsible to obtain any licence, permit
or
approval of any kind from Government or other Authorities or from
the
Manager of the Incorporated Owners of the Building for the operation
of
Tenant’s business.
|
ILLEGAL
OR IMMORAL
| (8) |
Not
to use or permit or suffer the Premises to be used for any illegal
or
immoral purpose.
|
UNLAWFUL
OR DANGEROUS GOODS
| (9) |
Not
to keep or permit or suffer to be kept or stare in the Premises
any
unlawful goods or any arms ammunition gunpowder salt-xxxxx kerosene
or
other explosive or combustible substance or hazardous
goods.
|
OBSTRUCTIONS
IN PASSAGES
| (10) |
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
any of
the entrances
staircases landings passages or other parts of the Building in
common use
and
the Landlord shall be entitled without notice and at the Tenant's
expense
to remove
and dispose of as it sees fit any such rubbish or other article
or thing
and the Landlord
shall not thereby incur any liability to the. Tenant or any other
person
whomsoever
and the Tenant shall indemnify the Landlord against all losses
claims
damages or expenses of and against the Landlord in respect
thereof.
|
RESTRICTION
ON SUBLETTING
| (11) |
Not
to assign underlet part with the possession of or transfer the
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 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
:-
|
|
(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 which is a corporation any take-over
reconstruction amalgamation
merger voluntary liquidation or change in the person or persons
who
owns or own a majority of its voting shares or who otherwise has
or have
effective
control hereof.
|
| (c) |
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
Premises or any part thereof and does in fact use and occupy the
same.
|
8
| (d) |
In
the case of a tenant which is a corporation or partnership tenant
the
permitting
of any person other than a bona fide employee employed by the Tenant
to use or remain in the Premises.
|
| (e) |
In
the case of a tenant who is an individual (including a sole surviving
partner of a partnership tenant) the death insanity or disability
of that
individual to the intent that no right to use possess occupy or
enjoy the
Premises or any part thereof shall vest in the executors administrators
personal representatives next of kin trustee or committee of any
such
individual.
|
| (f) |
The
change of the Tenant's business name without the previous written
consent
of the Landlord, which consent shall not be unreasonably
withheld.
|
BREACH
OF GOVERNMENT LEASE & DEED OF' MITTUAL COVENANT
| (12) |
Not
to do or permit or suffer to be done any act deed matter or thing
whatsoever which
amounts to a breach of the provisions of the Deed of Mutual Covenant
relating to
the Building so far as the same relate to the Premises or of any
of the
terms and conditions
under which the Premises are held from the Government and to indemnify
the
Landlord against any such
breach
|
INSURANCE
POLICY
| (13) | (a) |
To
be wholly responsible for and to indemnify the Landlord against
any business
therein and to effect and maintain at his sole cost and expense
a
policyor
policies of insurance against the risks hereinbefore mentioned
with
areputable
insurance company in such amount as the Landlord may determine
and to produce to the Landlord the policy or policies and the
premium
receipt
on
request Provided Always that if the Tenant shall at any time
fail to keep
such
insurance in force, the Landlord may do all things necessary
to effect
and
maintain such insurance and any monies expended by the Landlord
for
that
purpose shall be recoverable from the Tenant on
demand.
|
|
| (b) | Not to cause or suffer or permit to be done any act or thing whereby the policy or policies of insurance on the Premises against damage by fire or liability to Third Parties for the time being subsisting may become void or voidable or whereby the rate of premium or premiums thereon may be increased, and to repay to the Landlord on demand all sums paid by the Landlord by way of increased premium or premiums thereon and all expenses incurred by the Landlord in and about any renewal of such policy or policies arising from or rendered necessary by a breach of this Clause. |
EXCLUSION
OF LIABILITY OF LANDLORD
| (5) |
It
is hereby
agreed and declared that the
Landlord shall not in any circumstances be liable to the Tenant
occupier
or any other
person whomsoever:
|
||
| (1) |
in
respect of any loss or damage to person or property or any
financial loss
sustained by
the
Tenant occupier or any such other person caused by or through
or in any
way owing
to any
defect
in or breakdown of any fire and security services
equipment
and other facilities of the Building; or
|
9
| (2) |
in
respect of any loss or damage to person or property or
any financial loss
sustained by the Tenant occupier or any such other person
caused by or
through or in any way owing to any failure malfunction
explosion or
suspension of the electricity or gas or water supply to
the Building or
the Premises; or
|
||
| (3) | in respect of any loss or damage to person or property or any financial loss sustained by the Tenant occupier or any such other person caused by or through or in any way owing to the spread of fire or the overflow or leakage of water from anywhere within the Building or the influx of rain water or sea water into the Building or the Premises or the activity of rats or other vermin in the Building; or | ||
| (4) | for the security or safekeeping of the. Premises or any persons or contents therein, or | ||
|
(5)
|
in
respect of any loss or damage arising from or on account
of any alleged
nuisance or interference
with the user of the Premises under Clause 4(7) hereof
due to any
operations
being carried on in the Building or any part or parts thereof
by the other
owners
tenants or occupiers thereof,
|
||
| nor shall the rent and/or the management charge xxxxx (if any) or cease to be payable on account thereof. |
| 6 |
It
is hereby further expressly agreed and declared as
follows:
|
ABATEMENT
OF RENT
| (1) |
If
the Premises or any part thereof shall be destroyed or so damaged
by fire
typhoon Act
of God Force Majeure or other cause beyond the control of the
Landlord and
not attributable
directly or indirectly to any act or default of the Tenant
as to be
rendered unfit
for use and occupation the rent hereby agreed to be paid or
a part thereof
proportionate
to the damage sustained shall cease to be payable until, the
Premises
shall have been restored or reinstated Provided Always that
the Landlord
shall be under
no obligation to repair or reinstate the Premises if in its
opinion it is
not reasonable
economical or practicable so to do and Provided Further that
if the whole
or
substantially the whole of the Premises shall 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 before the same are so repaired and reinstated to terminate
this
Agreement by
notice in writing to the
other.
|
DEFAULT
| (2) | (a) |
If
the rent or any part thereof shall be unpaid for fourteen (14)
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
terms 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 Premises 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 on
the 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 terms 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 damage thereby incurred
from the
deposit paid by the Tenant in accordance with Clause 7 hereof
and without
prejudice to the Landlord's right of forfeiture
thereof,
|
10
EXERCISE
OF RIGHT
| (b) |
A
written notice served by the Landlord on the Tenant in manner
hereinafter
mentioned to the effect that the Landlord thereby exercise
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.
|
ACCEPTANCE
OF RENT
| (c) |
Acceptance
of rent by the Landlord shall not be deemed to operate as a wavier
by the
Landlord of any right to proceed against the Tenant in respect
of any
breach
non-observance of non-performance by the Tenant of any of the
terms
and
conditions herein contained and on the Tenant's part to be observed
and
performed.
|
ACTS
OF LICENSEES
| (d) |
For
the
purpose of this Agreement any act default neglect or omission
of any
servant
agent visitor contractor or licensee (as hereinbefore defined)
of the
Tenant
or occupier of the Premises shall be deemed to be the act default
neglect
or
omission of the
Tenant.
|
DISTRAINT
| (e) |
For
the purpose of distress for rent in terms of Part Ill of the
Landlord and
Tenant
(Consolidation) Ordinance (Cap.'7) or any statutory modification
or
re-enactment
for the time being in force and of this Agreement the rent payable
in
respect of the Premises shall be and be deemed to be in arrears
if not
paid in advance
at the
time
and in the manner hereinbefore provided for payment thereof.
|
INTEREST
ON ARREARS
| (f)(i) |
If
the Tenant
shall fail to pay the rents or any other sum due under this Agreement
within 14 clays of the due date whether formally demanded or
not
the Tenant shall pay to the Landlord interest on the rents or
other sum
from the date when they were due to the date on which they are
paid at the
rate
of 2% above the best lending rate from time to time quoted by The
Hong Kong and Shanghai Banking Corporation Limited and such interest
shall
be deemed to be rent due to the
Landlord.
|
11
| (ii) |
Nothing
in the preceding clause shall entitle the Tenant to withhold
or delay
any payment of the rents or any other sum due under this Agreement
after
the date upon which they fall clue or in any way prejudice
affect or
derogate
from the rights of the Landlord in relation to such non-payment
including
(but without prejudice to the generality of the above) the
proviso
for
reentry contained in this
Agreement,
|
DEPOSIT
| 7. | (1) |
The
Tenant shall on the signing hereof deposit with the Landlord
the sum
specified in Part
IV of the First Schedule hereto to secure the due observance
and
performance by the Tenant of the terms 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 and of any of the terms 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 in any
such event 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 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.
|
REPAYMENT
OF DEPOSIT
| (2) |
Subject
as aforesaid
the
said deposit shall be refunded to the Tenant
by the
Landlord without
interest
within fifteen
(15) days after the expiration of this Agreement and the
delivery of vacant possession to the Landlord or within fifteen
(15) 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 terms or conditions herein
contained and on the part of the Tenant to be observed and performed
whichever
is the later.
|
LANDLORD
AND TENANT LEGISLATION
| 8. | (1) |
To
the extent that the Tenant
can lawfully
do so, 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 Premises to the Landlord on the expiration or sooner termination
of
the
tenancy hereby created notwithstanding any rule or law or equity
to the
contrary.
|
CONDONATION
NOT A WAIVER
| (2) |
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 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.
|
12
LETTING
NOTICES
| (3) |
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 Premises stating that the Premises
are to be
let and such other information in connection therewith as the
Landlord
shall reasonably
require.
|
SERVICES
OF NOTICES
| (4) |
Any
notice required to be served hereunder shall if to be served
on the Tenant
be sufficiently served on the Tenant if addressed to the Tenant
and sent
by prepaid post to
or delivered at the 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
the address
given in Part 1 of the First Schedule hereto or any other address
which
the Landlord
may notify to the Tenant from time to
time.
|
NO
PREMIUM
| (5) |
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.
|
EXCLUSION
OF WARRANTIES
| (6) |
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
Building or the Premises or the permitted user of the Premises
and if
any
such representation or warranty has been made given or implied
the same is
hereby
waived.
|
GENDER
| (7) |
Unless
the context otherwise requires words herein importing the masculine
gender
shall
include the feminine and neuter and words herein in the singular
shall
include the
plural and vice
versa.
|
STAMP
DUTY
| (8) |
Each
party shall pay its own legal costs for the preparation approval
and
completion of
this Agreement BUT the stamp duty payable on this Agreement and
its
counterpart
shall be borne and paid by the parties hereto in equal
shares.
|
13
MARGINAL
NOTES
| (9) |
The
marginal notes 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.
|
MORTGAGEE
CONSENT
| 9. | (1) |
This
Agreement shall be subject to written consent being obtained
from existing
Mortgagee
(if any). In the event that such consent is not given as evidenced
by a
written
letter from the existing Mortgagee this Agreement shall automatically
determine
and the deposit paid hereunder shall be returned to the Tenant
but without
interest
or compensation. The Tenant shall immediately vacate the said
Premises and
deliver
up vacant possession thereof to the Landlord and shall have no
claim or
right of
action against the Landlord for damages or otherwise. The Landlord
may
deduct from
the said deposit any reasonable amount for damage or loss suffered
by the
Landlord in connection with any breach by the Tenant of any provisions
hereunder without prejudice to any right of action that the Landlord
may
have against the Tenant.
|
|
| (2) |
The existing Mortgagee, in giving consent
to this
Agreement, may request that certain provisions be inserted herein
or that
certain provisions herein contained be amended (it being understood
that
such provisions mainly deal with the exemption or liability on
the part of
the Mortgagee for the performance of the Landlord's covenants
herein or
for the refund . of the deposit paid hereunder at the expiration
or sooner
determination of the tenancy). The parties hereto shall agree
to any such
reasonable provisions or amendments aforesaid which the Mortgagee
may
request to be made hereto. In case the Mortgagee shall request
the Tenant
to sign any undertaking/Acknowledgement exempting the Mortgagee's
liability to 'refund the said deposit paid hereunder at the expiration
or
sooner determination of the tenancy, the Tenant shall whenever
requested
by the Mortgagee sign or give such
Undertaking/Acknowledgement.
|
ASSIGNMENT
OF PREMISES
| 10. |
In
the event that the Landlord shall assign the Premises to any
purchaser or
Assignee during the term hereby created, the Landlord shall
not be liable
for the return of the deposit paid by the
Tenant hereunder PROVIDED THAT the Landlord shall on
completion
of such assignment
pay over such deposit or any balance thereof to the Purchaser
or Assignee
of the Premises
and shall procure an acknowledgement of the
amount
received and also an undertaking
to return the same to the Tenant on
the
expiration or sooner determination of
the
term hereby created
given by the Purchaser or Assignee of the
Premises.
|
SPECIAL
CONDITIONS
| 11. |
The
parties hereto further agree that they shall respectively be
bound by and
'entitled to the benefit
of the Special Conditions (if any) set out in the Third Schedule
hereto.
|
14
AS
WITNESS whereof the parties hereto have set their hands the day and year
first above written.
THE
FIRST SCHEDULE ABOVE REFERRED TO
PART
I
|
Landlord
|
NOBLE
RAYS HOLDINGS LIMITED whose registered office is situate
at Unit 3203. 32"" Floor, Bank of America Tower, 00 Xxxxxxxx
Xxxx, Xxxxxxx, Xxxx Xxxx.
|
|
Tenant
|
VAST
OPPORTUNITY LIMITED whose registered office is situate
at 10/F, New York House, 00 Xxxxxxxxx Xxxx Xxxxxxx, Xxxxxxx,
Xxxx Xxxx.
|
PART
II
|
Premises
|
ALL
THAT UNIT D on the 15th
FLOOR of ETON BUILDING ("the
Building"), Xx. 000 Xxx Xxxxx Xxxx Xxxxxxx, Xxxx Xxxx erected.
on Inland Xxx Xx, 0000, Xxxxxx Xxx Xx.0000, The Remaining Portion
of Inland Lot No. 1823, The Remaining Portion of Inland Xxx
Xx 0000, Xxxxxxx X xx Xxxxxx Xxx Xx, 0000 and The Remaining Portion
of Inland Lot No, 1826 which Unit is shown for identification
purpose and coloured Pink on the plan annexed
hereto.
|
PART
III
|
Term
|
Two
(2) YEARS commencing from the 161h
day of April 2008 and expiring
on the 15th
day of April 2010 (both
days inclusive),
|
PART
IV
|
Deposit
|
HONG
KONG DOLLARS FORTY SIX THOUSAND TWO HUNDRED AND
FIFTEEN ONLY (HK $46,215.00) being the deposit
equivalent to Three (3) months' Rent, Air-conditioning and Management
Charges.
|
15
THE
SECOND SCHEDULE ABOVE
REFERRED TO
| 1 |
Rent
|
The
rent
for the period from. the date of commencement of the said term to the date
of
expiration
of the said term shall be HONG
KONG DOLLARS THIRTEEN THOUSAND
FOUR HUNDRED AND TIEHRTY ONLY (HM13,430.00) per
calendar month
payable on the 1st
day of
each calendar month exclusive of Rates, Air-conditioning And Management Charges
and all other Tenant's outgoings.
| 2. |
Air-Conditioning
& Management
Charges
|
HK$1,975.00
per
month
(subject to Clause 2(4) hereinbefore mentioned).
THE
THIRD SCHEDULE ABOVE REFERRED TO
Special
Condition(s) (if any)
| 1. |
(a)
The Premises is at present subject to a Mortgage in favour of Dah
Sing
Bank, Limited ("the
Mortgagee") and this Agreement is conditional upon the written
consent of
the Mortgagee
being obtained and in the event of the Mortgagee failing or refusing
to
give
such consent as aforesaid this Agreement shall become null or void
and
both parties
shall agree and enter into a deed of rescission terminating this
Deed and
the Tenant
shall immediately vacate the Premises and all sums paid hereunder
by the
Tenant
to the Landlord shall be forthwith returned to the Tenant without
interest
or compensation
and the parties hereby waive all claims actions proceedings loss
and
damages
resulted thereof if any against the
other.
|
|
(b)
Notwithstanding the payment of the deposit and the monthly rental
(if any)
by the Tenant
hereunder and the Tenant's entry into possession • of the Premises no
relationship
of Landlord and Tenant is created hereunder unless and until the
consent
of
the Mortgagee shall have been
obtained.
|
| 2. |
The
Tenant shall be entitled to a rent free period of One (1) month
from the
16th
day
of April
2008 to
the 15th
day of May
2008 (both days
inclusive) PROVIDED THAT the Tenant
shall be solely responsible to pay Rates, Air-conditioning and
Management
Charges and
all other Tenant's outgoings during the rent free
period.
|
| 3. |
Upon
expiration or sooner determination of the tenancy hereunder, the
Tenant
shall deliver vacant
possession of the Premises to the Landlord in a "bare shell" condition
Provided that the Tenant shall at its own costs and expenses remove
all
furniture, fittings, fixtures and chattels
as shall be found in the Premises or only part(s) thereof as the
Landlord
shall in its absolute
discretion think fit and direct without making any claim against
the
Landlord for compensation
of whatever nature,
|
16
AS
WITNESS the hands of the parties hereto the day and year first above
written
SIGNED
BY:
/S/
Noble Rays Holdings Limited
For
and
on behalf of the Landlord
/S/
Vast Opportunity Limited
For
and
on behalf of the Tenant
17
