Dated day of 1999
MANY BEST DEVELOPMENT LIMITED
and
WORKABLE COMPANY LIMITED
*******************************************
TENANCY AGREEMENT
of
All Those Workshop 1 on 1st Floor & The Flat
Roof and Lorry Car Park No. 4 on Upper
Ground Floor, Xxx Xxxx Industrial Building,
Xx.00, Xxx Xxxxx Xxxxxx, Xxxxxxx, Xxxx Xxxx
********************************************
REGISTERED at the Land Registry
by Memorial No.
on
p. Land Registrar.
SO XXXXX XXX & SIN
Solicitors
17th Floor,
Standard Chartered Bank Building
0 Xxx Xxxxx Xxxx Xxxxxxx,
Xxxx Xxxx
Ref: 98010000/TKS/ta.1
I
AGREEMENT
AN AGREEMENT made this day of One thousand
nine hundred and ninety-nine
Parties BETWEEN the person or company detailed as the Landlord in
Part I of the Schedule hereto (hereinafter called "the
Landlord") of the one part and the person or company
detailed as the Tenant in Part I of the Schedule hereto
(hereinafter called "the Tenant") of the other part.
W H E R E B Y :-
Premises 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") and more particularly described and set
out in Part II of the Schedule attached hereto Together with
the use in common with the Landlord and all others having
the like right of the entrances staircases landings passages
and toilets in the Building in so far as the same are
necessary for the proper use and enjoyment of the Premises
and except in so far as the Landlord may from time to time
restrict such use (without unreasonably interfering with the
use, occupation or enjoyment of the Premises by the Tenant)
And together with the right in common with others having the
Term like right to use the lift service in the building (whenever
the same shall be operating) for the term set forth in Part
Rent III of the Schedule hereto YIELDING AND PAYING therefor
throughout the said term (but subject to Clause 10 of
Section X hereof) the rent as are set out in Part IV of the
Schedule hereto which sums shall be payable exclusive of
rates and management fees in advance without any deductions
on the first day of each calendar month the first and last
of such payments to be apportioned according to the number
of days in the month included in the said term.
User Subject as hereinafter mentioned and unless otherwise agreed
by the parties hereto, the Tenant agrees to use the Premises
for industrial and ancillary offices and warehouse purposes
only and for no other purpose whatsoever.
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II
RENT AND OTHER CHARGES
The Tenant agrees with the Landlord as follows:-
1. To pay on the days and in the manner herein
provided:-
Rent (a) the said rent;
Air-
Conditioning (b) the air-conditioning charges (if any);
Charges
Maintenance (c) the cleaning charges (if any);
Charges
Cleaning (d) the management fees payable by the owner or occupier
Charges of the Premises pursuant to or by virtue of the Deed
Management of Mutual Covenant or Management Agreement relating
Fees to the building (if any).
Rates 2. To pay and discharge all rates taxes assessments
duties impositions charges and outgoings whatsoever
now or hereafter to be imposed or levied on the
Premises or upon the owner or occupier in respect
thereof by the Government of The Hong Kong Special
Administrative Region or other lawful authority
(Government Rent, Property Tax and outgoings of a
capital or non-recurring nature excepted). Without
prejudice to the generality of this subclause the
Tenant shall pay all rates imposed on the Premises
in the first place to the Landlord who shall settle
the same with the Government of The Hong Kong
Special Administrative Region and in the event of
the Premises not yet having been assessed to rates
the Tenant shall pay to the Landlord a sum equal to
the rates which would be charged by the Government
of The Hong Kong Special Administrative Region on
the basis of a rateable value equal to twelve
months' rent payable by the Tenant on account of the
Tenant's liability under this Clause subject to
adjustment when the assessment is available.
Utilities 3. To pay and discharge all deposits and charges in
respect of gas water deposits
- 2 -
electricity air conditioning and telephone as may be
shown by or operated from the Tenant's own metered
supplies or by accounts rendered to the Tenant in
respect of all such utilities consumed on or in the
Premises.
III
TENANT'S OBLIGATIONS
Compliance 1. To obey observe and comply with and to indemnify the
with Ordinances Landlord against the breach of all ordinances,
regulations, bye-laws, rules and requirements of any
Governmental or other competent authority relating
to the use and occupation of the Premises or any
other act, deed, matter or thing done, permitted,
suffered or omitted therein or thereon by the Tenant
of any employee, agent or licensee of the Tenant and
without prejudice to the foregoing to obtain any
approval licence or permit required by any
Governmental or other competent authority in
connection with the Tenant's use and occupation of
the Premises and to indemnify the Landlord against
the consequences of a breach of this provision.
Fitting Out 2. To fit out the interior of the Premises in
accordance with such plans and specifications as
shall have been first submitted to and approved by
the Landlord in writing (such approval shall not be
unreasonably withheld or delayed) in a good and
proper workmanlike fashion and safety and so to
maintain the same throughout the said term in good
condition and repair to the satisfaction of the
Landlord (fair wear and tear inherent or latent
defects excepted).
Good Repair 3. To keep all the interior of the Premises including
of Interior the flooring interior plaster or other finishing
material or rendering to the walls floors and
ceilings and the Landlord's fixtures and fittings
therein including all doors windows electrical
installations and wiring light fittings suspended
ceilings fire fighting apparatus and ducting in good
clean tenantable substantial and proper repair and
condition (fair wear and tear inherent or
- 3 -
latent defects excepted) so as 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.
Replacement 4. To pay to or reimburse the Landlord the cost of
of Windows replacing all broken or damaged windows whether the
same be broken or damaged by the negligence of the
Tenant or owing to circumstances beyond the control
of the Tenant.
Repair of 5. To repair or replace if so required by the
Electrical appropriate company or authority by duly authorised
Installations contractor statutory undertaker or authority as the
case may be under the terms of the Electricity
Supply Ordinance or any statutory modification or
re-enactment thereof or any Orders in Council or
regulations made thereunder all the electrical
wiring installations and fittings within the
Premises and the wiring from the Tenant's meter or
meters to and within the same.
Good Repair 6. At the expense of the Tenant to maintain all toilets
to Toilets and and water apparatus as are located within the
Water Apparatus Premises (or elsewhere if used exclusively by the
Tenant its employees invitees and licensees) in good
clean and tenantable state and in proper repair and
condition (fair wear and tear inherent or latent
defects excepted) at all times during the said term
to the satisfaction of the Landlord and in
accordance with the Regulations of the Public Health
or other Government Authority concerned.
Cleaning of 7. To pay on demand to the Landlord the reasonable cost
Drains incurred by the Landlord in cleaning and clearing
any of the drains choked or stopped up owing to the
improper or careless use by the Tenant or its
employees invitees or licensees.
Indemnify 8. To be wholly responsible for any damage to the
against Loss/ Premises or any damage or injury caused to any
Damage from person whomsoever directly through the defective or
Interior Defects damaged condition of any part of the interior of the
Premises or in any way owing to the spread of fire
or smoke or the overflow of water from the Premises
or any part thereof or
- 4 -
through the act default or neglect of the Tenant its
servants agents licensees or contractors and to make
good the same by payment or otherwise and to
indemnify the Landlord against all reasonable costs
claims demands actions and legal proceedings
whatsoever made upon the Landlord by any person in
respect of any such loss damage or injury and all
costs and expenses incidental thereto, and to effect
adequate insurance cover in respect of such risks
with a reputable company. The policy of such
insurance shall be endorsed to show the Landlord as
registered owner of the Building or the Premises (as
the case may be) and shall be in such amount as may
be required by the Landlord and in the reasonable
opinions of the Landlord to be sufficiently covered
all the risks mentioned above 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 consent of the Landlord
(which consent shall not be unreasonably withheld or
delayed). The Tenant hereby further undertakes to
produce to the Landlord as and when required by the
Landlord on reasonable prior written notice such
policy 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.
Protection 9. To take all reasonable precautions to protect the
from typhoon interior of the Premises from storm or typhoon
damage.
To permit 10. To permit the Landlord its agents and all persons
Landlord to authorised by it with or without workmen or others
enter and view and with or without appliances at all reasonable
times upon prior appointment to enter upon the
Premises to view the condition thereof and to take
inventories of the fixtures and fittings therein and
to carry out any work or repair required 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.
To execute 11. To make good all defects and wants of repair to the
repair on receipt Premises for which the Tenant may be liable within
- 5 -
of notice the period of one month from the receipt of notice
of written notice from the Landlord to amend and
make good the same, and if the Tenant shall fail to
execute such works or repairs as aforementioned to
permit the Landlord on reasonable prior written
notice to enter upon the Premises and execute the
same and in such case the reasonable cost thereof
shall be a debt due from the Tenant to the Landlord
and be recoverable forthwith by action.
Inform 12. To give notice to the Landlord or its agent of any
Landlord of damage that may be suffered to the Premises and of
Damage accident to or defects in the water and gas pipes
electrical wiring or fittings, fixtures or other
facilities provided by the Landlord.
Refuse and 13. To be responsible for the removal of refuse and
Garbage Removal garbage from the Premises to such location as shall
be specified by the Landlord from time to time and
to use only that type of refuse container as is
specified by the Landlord from time to time. In the
event of the Landlord providing a collection service
for refuse and garbage 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
shall be at the sole cost of the Tenant.
Installation 14. The Tenant shall make its own arrangements with the
of Telephone public telephone company in Hong Kong with regard to
Cables the installation of telephones in the Premises, but
the installation of telephone lines outside the
Premises must be in accordance with the Landlord's
reasonable directions.
Government 15. To be bound by and to be observe and perform all the
Lease and Deed of terms conditions stipulations and covenants
Mutual Covenant contained Government Lease and Deed of Mutual
Covenant of the Building.
Contractors 16. To be liable for any act default negligence or
Employees omission of the Tenant's contractors, employees
Invitees and invitees or licensees as if it were the act default
Licensees negligence or omission of the Tenant and to
indemnify the Landlord against all costs claims
demands expenses or liability to any third party in
connection therewith.
- 6 -
Yield up 17. To yield up the Premises with all fixtures fittings
Premises and additions therein and thereto at the expiration
and Handover or sooner determination of the Term in good clean
substantial and proper repair and condition (fair
wear and tear inherent and latent defects excepted)
AND thereupon to surrender to the Landlord all keys
leading to all parts of the Premises and if required
by the Landlord to remove at the Tenant's expense
all fixtures, fittings, additions, partitions, floor
coverings, wall finishes, false ceilings, electrical
installations and wirings, erections, and
alterations made or installed upon or in the
Premises whether by the Tenant or by a previous
occupier of the Premises and taken over by the
Tenant and to re-instate restore and make good any
damage caused by such removal or re-instatement
Provided that the Tenant's obligations relating to
removal or re-instatement under this Clause may be
modified or varied by the mutual agreement between
the Landlord and the Tenant that the Landlord
proposes without payment of any compensation to
retain all or any of the said fixtures, fittings,
additions, partitions, floor coverings, erections
and alterations which the Tenant is otherwise liable
hereunder to remove but subject to this proviso, the
Tenant shall re-instate restore and make good the
Premises or any part thereof requiring to be
re-instated restored or made good and deliver up the
Premises to the Landlord in "bare shell" condition
and in the event of the Tenant failing so to do the
Tenant shall on demand pay to the Landlord the cost
of such re-instatement restoration or making good.
IV
LANDLORD'S OBLIGATIONS
The Landlord agrees with the Tenant as follows:-
Quiet 1. To permit the Tenant (duly paying the rent the
Enjoyment management fees and the cleaning charges (if any)
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xxxxxx agreed to be paid on the days and in manner
herein provided for payment of the same and rates
and observing and performing the agreements
stipulations terms conditions and obligations herein
contained) to have quiet possession and enjoyment of
the Premises during the said term without any
interruption by the Landlord or any person lawfully
claiming under or through or in trust for the
Landlord.
Government Rent 2. To pay the Government Rent and Property Tax and
outgoings of a capital or non-recurring nature
attributable to or payable in respect of the
Premises.
Roof and 3. To repair maintain and keep main drains water pipes
Main main cables main walls roofs and exterior window
Structure frames of the Building (except in so far as the same
are within the responsibility of the Tenant
hereunder) in a proper state of repair and condition
Provided that the Landlord shall not be liable for
breach of this Clause (so far as it relates to the
Premises) unless and until written notice of any
defect or want of repair has been given to the
Landlord by the Tenant and the Landlord has failed
to take reasonable steps to repair or remedy the
same.
4. To use its best endeavours to ensure the Manager of
the Management Office carries out his duty under the
Deed of Mutual Covenant and Management Agreement.
SECTION V
RESTRICTIONS AND PROHIBITIONS
The Tenant hereby agrees with the Landlord as follows:-
Installation 1. (a) Not to make or permit or suffer to be made any
alterations in or additions to the Premises or to
the electrical wiring installation, air-conditioning
ducting (if any), lighting fixtures or other
Landlord's fixtures or to install any plant
apparatus or machinery therein without first having
obtained the written consent of the Landlord
therefor (which consent shall not be unreasonably
withheld or delayed).
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(b) Not to place on any part of the Premises object of
any kind of the weight of which is in excess of the
floor loading of the Premises.
(c) Not to erect install or alter any partitioning of
any kind in the Premises or any part thereof without
having obtained the Landlord's prior written
approval (which approval shall not be unreasonably
withheld or delayed). Any such partitioning or
alteration thereof approved by the Landlord shall be
constructed or made at such position and with such
material and in accordance with such other
requirement (if any) as shall be reasonably directed
or approved by the Landlord. All reasonable fees and
expenses incurred by the Landlord in obtaining the
approval of the Landlord's architects or consultants
on the location of such partitioning or alteration
shall be borne by the Tenant and payment therefor to
the Landlord as may be imposed as a pre-requisite of
the Tenant receiving such permission.
Injury to 2. Not to cut maim or injure or permit or suffer to be
Main Walls cut maimed or injured any doors windows walls beams
structural members or other part of the fabric of
the Premises.
Alteration 3. Save as provided in Section V Clause 5 hereof not to
to affix anything or paint or make any alteration
Exterior whatsoever to the exterior of the Premises.
Noise 4. Not to cause or produce or suffer or permit to be
produced on or in the Premises any sound or noise
which is or are or may be a nuisance or annoyance to
the tenants or occupiers of adjacent or neighbouring
premises.
Signs 5. Not without the prior written approval of the
Landlord (which approval shall not be unreasonably
withheld or delayed if the Tenant shall have
complied with any relevant regulations and rules of
the government and the direction of the manager of
- 9 -
the Building) to exhibit or display on the exterior
of the Premises any writing sign signboard or other
device whether illuminated or not which may be
visible from outside the Premises nor to affix any
writing signs signboard or other device in at or
above any common area lobby landing or corridor of
the Building provided that the Tenant may display
its name and trade name in appropriate size(s) and
in a reasonable manner acceptable to the manager of
the Building.
Auction and 6. Not to conduct or permit to be taken place any
Sales auction fire bankruptcy close out or similar sales
of things or properties of any kind on the Premises.
Illegal or 7. Not to use or cause permit or suffer to be used any
Immoral Use part of the Premises for gambling or for any illegal
immoral or improper purposes or in any way so as to
cause nuisance annoyance inconvenience or damage or
danger to the Landlord or the tenants or occupiers
of adjacent or neighbouring premises.
Sleeping or 8. Not to use the Premises or any part thereof as
Domestic USe sleeping quarters or as domestic premises within the
meaning of any ordinance for the time being in force
or to allow any person to remain on the Premises
overnight unless with the Landlord's prior
permission in writing. Such permission shall only be
given to enable the Tenant to post watchmen to look
after the contents of the Premises and the names of
the watchmen shall first be registered with the
Landlord prior to its giving such permission.
Obstructions 9. Not to place or leave or suffer or permit to be
in Passages placed or left by any contractor employee invitee or
licensee of the Tenant any boxes furniture articles
or rubbish in the entrance or any of the staircases
passages or landings of the Building used in common
with other tenants or the Landlord or otherwise
encumber the same.
Prevention 10. Not to cause or permit any offensive or unusual
of odours odours to be produced upon or emanate from the
Premises.
Animals, Pets 11. Not to keep or permit or suffer to be kept any
- 10 -
and infestation animals or pets inside the Premises and to take all
such steps and precautions to the satisfaction of
the Landlord to prevent the Premises or any part
thereof from becoming infested by termites rats mice
roaches or any other pests or vermin and for the
better observance hereof the Landlord may require
the Tenant to employ at the Tenants cost such pest
extermination contractors as the Landlord may
nominate and at such intervals as the Landlord may
direct.
Subletting, 12. Not without the prior written consent of the
Assigning Landlord to assign underlet or otherwise part with
the possession of the Premises or any part thereof
in any way whether by way of sub-letting lending
sharing or other means whereby any person or persons
not a party to this Agreement obtains the use or
possession of the Premises 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 Premises (whether for monetary consideration or
not) this Agreement shall absolutely determine and
the Tenant shall forthwith vacate the Premises on
notice to that effect from the Landlord. The Tenancy
shall be personal to the Tenant named in the First
Schedule to 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 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
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personal representatives next of kin trustee or
committee of any such individual.
(c) In the case of a tenant which is a corporation
liquidation save for internal reconstruction or
amalgamation.
(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
Premises or any part thereof or does in fact use
possess occupy or enjoy the same.
Breach of 13. Not to cause suffer or permit any contravention of
Government Lease the provisions of the Government Lease under which
the Landlord holds the Premises and to indemnify the
Landlord against any such breach.
Breach of 14. Not to cause or suffer or permit to be done any act
Insurance Policy 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 or
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.
V
EXCLUSIONS
IT IS HEREBY FURTHER EXPRESSLY AGREED AND DECLARED that the
Landlord shall not in any circumstances be liable to the
Tenant or any other person whomsoever unless caused by the
act, negligence or default of the Landlord, its agents or
servants :-
Lift, Air- 1. In respect of any loss or damage to person or
conditioning, property sustained by the Tenant or any other person
Utilities caused by or through or in any way owing to any
defect in or breakdown of the lifts air-conditioning
- 12 -
system, electric power and water supplies, or any
other building service provided in the Building, or
Fire and 2. In respect of any loss or damage to person or
overflow property sustained by the Tenant or any other person
of water caused by or through or in any way owing to the
escape of fumes smoke fire or any other substance or
thing or the overflow of water from anywhere within
the Building, or
Security 3. For the security or safekeeping of the Premises 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
shall not create any obligation on the part of the
Landlord as to the security of the Premises or any
contents therein and the responsibility for the
safety of the Premises and the contents thereof
shall at all times rest with the Tenants, nor shall
the rent and other charges hereinbefore mentioned or
any part thereof xxxxx or cease to be payable on
account of any of the foregoing.
VI
ABATEMENT OF RENT
Suspension of If the Premises or the Building or any part thereof shall
rent in case at any time during the tenancy be destroyed or damaged or
of fire etc become inaccessible owing to fire water storm typhoon
defective construction white ants earthquake subsidence of
the ground or any calamity beyond the control of the
Landlord so as to render the Premises or any part thereof
unfit for industrial use or inaccessible and the policy or
policies of insurance effected by the Landlord shall not
have been vitiated or payment of the policy moneys refused
in whole or in part in consequence of any act or default of
the Tenant or if at any time during the continuance of this
tenancy the Premises or the Building or any part thereof
shall be condemned as a dangerous structure or a demolition
order or closing order shall become operative in respect of
the Premises or the Building or any part thereof then the
rent hereby reserved or a fair proportion thereof according
to the nature
- 13 -
and extent of the damage sustained or order made shall
after the expiration of the then current month be suspended
until the Premises or Building or (as the case may be) the
relevant part thereof shall again be rendered accessible
and fit for industrial or warehouse use provided that
should the Premises or the Building or (as the case may be)
the relevant part thereof not have been reinstated in the
meantime either the Landlord or the Tenant may at any time
after one month from the occurrence of such damage or
destruction or order give to the other of them notice in
writing to determine this present tenancy and thereupon the
same and everything herein contained shall cease and be
void as from the date of the occurrence of such destruction
or damage or order or of the Premises or the relevant part
thereof becoming inaccessible or unfit for industrial or
warehouse use but without prejudice to the rights and
remedies of either party against the other in respect of
any antecedent claim or breach of the agreements
stipulations terms and conditions herein contained or of
the Landlord in respect of the rent payable hereunder prior
to the coming into effect of the suspension.
VII
DEFAULT
It is hereby expressly agreed and declared as follows :-
Default 1. If the rent and/or the management fees payable
hereunder or any part thereof shall be in arrear for
fifteen (15) days after the same shall have become
payable (whether formally demanded or not) or if
there shall be any breach or non-performance of any
of the stipulations conditions or agreements herein
contained and on the part of the Tenant to be
observed or performed or if the Tenant shall become
bankrupt or being a corporation go into liquidation
(save for the purposes of amalgamation or
reconstruction) or if the Tenant shall suffer
execution to be levied upon the Premises or
otherwise on the Tenant's goods then and in any such
case it shall
- 14 -
be lawful for the Landlord at any time thereafter to
re-enter on and upon the Premises or any part
thereof in the name of the whole and thereupon this
Agreement shall absolutely determine but without
prejudice to any right of action by the Landlord in
respect of any outstanding breach or non-observance
or non-performance by the Tenant of any of the terms
of this Agreement. All reasonable costs and expenses
incurred by the Landlord in demanding payment of the
rent and other charges aforesaid (if the Landlord
elects to demand) arising out of this Clause shall
be paid by the Tenant and shall be recoverable from
the Tenant as a debt or be deductible by the
Landlord from any deposit held by the Landlord
hereunder.
Acceptance 2. The acceptance of any rent by the Landlord hereunder
of Rent 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 terms and conditions herein
contained and on the part of the Tenant to be
observed and performed.
Acts of 3. For the purpose of these presents any act default
Employees neglect or omission of any guest visitor servant
Invitees and contractor employee agent invitee or licensee of the
Licensees Tenant shall be deemed to be the act default neglect
or omission of the Tenant.
Distraint 4. For the purpose of Part III of the Landlord and
Tenant (Consolidation) Ordinance (Chapter 7) and of
these presents, the rent payable in respect of the
Premises shall be deemed to be in arrears if not
paid in advance at the times and in the manner
hereinbefore provided for payment thereof.
Interest etc. 5. Notwithstanding anything hereinbefore contained if
the Tenant shall fail to pay the rental and/or other
moneys herein reserved or any part thereof on due
date the Landlord shall be entitled to recover from
the Tenant as a debt the following expenses incurred
by the Landlord in the course of recovering the
rental in arrears
- 15 -
and/or other moneys unpaid or any part thereof :-
(a) all Solicitors' and/or Counsels' fees (on taxed
costs basis) and court fees incurred by the Landlord
for the purpose of recovering the rental and
air-conditioning charges in arrears and/or other
moneys unpaid or any part thereof from the Tenant;
(b) any other reasonable fees paid to debt-collectors
appointed by the Landlord for the purpose of
collecting the rental and air-conditioning charges
in arrears and/or other moneys unpaid or any part
thereof from the Tenant;
(c) interest calculated at the rate of 3% over the prime
rate of The Hongkong & Shanghai Banking Corporation
Limited on the rental and air-conditioning charges
in arrears and/or other moneys unpaid or any part
thereof from the date due for payment to the date of
actual payment.
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VIII
DEPOSIT
Deposit 1. The Tenant shall on the signing hereof and at such
other times (if any) during the term of tenancy
hereby created as are specified in Part III of the
Schedule hereto deposit with the Landlord the sum or
sums specified in Part VI of the Schedule to secure
the due observance and performance by the Tenant of
the agreements stipulations terms and conditions
herein contained and on the part of the Tenant to be
observed and performed which said deposit shall be
held by the Landlord throughout the currency of this
agreement free of any interest to the Tenant with
the right for the Landlord (without prejudice to any
other right or remedy hereunder) to deduct therefrom
the amount of any rent rates and other charges
payable hereunder and any costs expenses loss or
damage sustained by the Landlord as the result of
any non-observance or non-performance by the Tenant
of any of the said agreements, stipulations
obligations or conditions. In the event of any
deduction being made by the Landlord from the said
deposit in accordance herewith during the currency
of this Agreement the Tenant shall forthwith on
demand by the Landlord make a further deposit equal
to the amount so deducted and failure by the Tenant
so to do shall entitle the Landlord forthwith to
re-enter upon the Premises and to determine this
Agreement as hereinbefore provided.
Repayment of 2. Subject as aforesaid the said deposit shall be
Deposit refunded to the Tenant by the Landlord without
interest within fourteen days after the expiration
or sooner determination of this Agreement and
delivery of vacant possession to the Landlord and
after settlement of the last outstanding claim by
the Landlord against the Tenant for any arrears of
rent rates and other charges and for any breach
non-observance or non-performance of any of the
agreements stipulations terms and conditions herein
contained and on the part of the Tenant to be
observed or performed whichever shall be the later.
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Transfer of 3. If at any time during the term of the tenancy hereby
Deposit created, the Landlord shall sell or otherwise assign
the said premises to the new owner ("New Owner"),
the Landlord may at any time enter into a 3 party
agreement with the New Owner and the Tenant, at the
costs of the Landlord, to the New Owner the said
deposit (subject to the Landlord's right of
deduction aforesaid). Upon signing such 3 party
agreement, the Landlord (which in this context shall
exclude its assigns) shall be released of its
liability and obligation under this Agreement to
refund the said deposit or any balance thereof to
the Tenant. The Tenant shall claim for the refund of
the said deposit or the balance thereof from the New
Owner only.
X
INTERPRETATION AND MISCELLANEOUS
Marginal 1. The Marginal Notes, Headings and Index are intended
Notes, Headings for guidance only and do not form part of this
and Index 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.
As-is Basis 2. The Tenant shall take over the Premises on an "as
is" basis which include any ducting or vents
currently installed for extraction of exhaust gases,
fumes and hot air from the Premises but the Landlord
gives no warranty or representation as to the
adequacy thereof or as to their compliance with all
relevant regulations.
No Warranty 3. The Landlord does not represent or warrant that the
Premises are suitable for the user specified in the
Section I hereto or the use or purposes for the
intended user by the Tenant and the Tenant shall
satisfy itself or shall be deemed to have satisfied
itself that they are suitable for the purpose for
which they are to be used and the Tenant hereby
agrees that it will at its own expense apply for any
requisite licences or permits from all Government or
Public Authorities in
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respect of the conduct of the Tenant's business in
the Premises and shall execute and comply with all
Ordinances, Regulations, Orders, Notices or Rules
made by all competent Government or Public
Authorities in connection with such business as
aforesaid and the Landlord gives no warranty or
representation as to compliance with all relevant
regulations in respect of the aforesaid use AND the
Tenant hereby further agrees to indemnify the
Landlord in respect of any breach by the Tenant of
this Clause.
Condonation 4. No condoning, excusing or overlooking by the
not a waiver Landlord of any default, breach or non-observance or
non-performance by the Tenant at any time or times
of any of the agreements stipulations terms and
conditions 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 shall in no way 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 future, unless expressly so
provided.
Letting 5. During the three months immediately before the
Notices and expiration or sooner determination of the term of
Entry this Agreement the Landlord shall be at liberty to
affix and maintain without interference upon any
external part of the Premises a notice stating that
the Premises are to be let and such other
information in connection therewith as the Landlord
shall reasonably require during the aforementioned
period of 3 months provided that such notice will
not block any window of the Premises or part
thereof.
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Service of 6. Any notice required to be served on the Tenant shall
Notice be sufficiently served if delivered to or despatched
by registered post or left at the registered office
of the Tenant. A notice sent by registered post
shall be deemed to be given at the time and date of
posting.
Gender & 7. In this Agreement if the context permits or requires
Plural words importing the singular number shall include
the plural number and vice versa and words importing
the masculine feminine or neuter gender, shall
include the other of them.
Stamp Duty 8. The Stamp Duty and registration fee (if any) on this
and Costs Agreement and its counterpart shall be borne by the
Landlord and the Tenant in equal shares. Each party
shall pay its own costs and disbursements for the
preparation, approval and completion of this
Agreement.
SECTION XI
OPTION TO RENEW
Notice to Renew 1. If the Tenant wishes to take a tenancy of the
Premises for a further term of 3 years from the
expiration of the Term at the rent and on the terms
and conditions hereinafter mentioned and shall not
less than 6 months before the expiration of the Term
give to the Landlord notice in writing of such its
desire and if it shall have paid the rent hereby
reserved and shall have reasonably performed and
observed all the terms and conditions herein
contained and on its part to be performed and
observed up to the expiration of the Term then the
Landlord will let the Premises to the Tenant for a
further term of 3 years from the 13th January 2002
at the then current market rent such rent to be
determined in manner hereinafter provided and
subject in all other respects to the same
stipulations as are herein contained except this
clause for renewal and any rent-free period allowed
to the Tenant.
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New Rent 2. The rent payable for the said further term (the "new
rent") shall be notified by the Landlord to the
Tenant and shall be agreed between the parties
hereto not less than two months immediately prior to
the expiration of the Term Provided that in the
event of a failure by the parties hereto to agree on
the new rent the same shall be determined by an
independent professional valuer or firm of
professional valuers (the "valuer") to be appointed
jointly by the parties hereto in writing or in the
absence of agreement on the identity of the valuer
not less than one month prior to the expiration of
the Term the valuer shall be appointed (on the
application of either party) by the President for
the time being of the Hong Kong Institute of
Surveyors. The valuer shall act as an expert and not
as an arbitrator and the valuer's decision shall be
conclusive and binding on the parties hereto.
Market Rent 3. In determining the current market rent for the
Premises the valuer shall:
(a) make the following assumptions:
(i) that no work has been carried out on the
Premises by the Tenant its subtenants or their
predecessors in title during the Term which
has diminished the rental value of the
Premises
(ii) that the agreements contained in this
Agreement on the part of the Tenant have been
fully performed and observed
(iii) that the Premises are available to let by a
willing landlord to a willing tenant by one
Agreement without a premium being paid by
either party and with vacant possession
(iv) that the Premises are ready for and fitted out
and equipped for immediate occupation and use
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for the purpose or purposes required by the
willing tenant referred to in paragraph (iii)
and that all the services required for such
occupation and use are connected to the
Premises
(v) that the Agreement referred to in paragraph
(iii) contains the same terms as this
Agreement except the amount of the rent and
any rent free period allowed to the Tenant for
fitting out the Premises for its occupation
and use at the commencement of the Term
(b) and shall disregard the following matters:
(i) any effect on rent of the fact that the Tenant
or its predecessors in title have been in
occupation of the Premises
(ii) any goodwill attributable to the Tenant's
business
(iii) any increase in rental value of the Premises
attributable to the existence at the
expiration of the Term of any improvement to
the Premises carried out by the Tenant with
consent where required otherwise than in
pursuance of an obligation to the Landlord or
its predecessors in title
Before 4. Until the new rent shall have been determined in
determination accordance with Clause 2 above, the Tenant shall pay
of new rent to the Landlord on account of the new rent the
existing monthly rent for the Premises and within
twenty-one days of such determination the Tenant
shall pay to the Landlord any shortfall between the
new rent and the payments made by the Tenant on
account.
Costs 5. The cost and expenses of the valuer shall be borne
by the parties hereto in equal shares.
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THE SCHEDULE ABOVE REFERRED TO
PART I
LANDLORD: Many Best Development Limited whose registered office is
situate at Workshop 1 on 1st Floor, Xxx Xxxx Industrial
Building, Xx.00, Xxx Xxxxx Xxxxxx, Xxxxxxx, Xxxx Xxxx.
TENANT: Workable Company Limited whose registered office is situate at
Workshop 1 on 1st Floor, Xxx Xxxx Industrial Building, Xx.00,
Xxx Xxxxx Xxxxxx, Xxxxxxx, Xxxx Xxxx.
PART II
PREMISES: All Those Workshop 1 on 1st Floor & The Flat Roof Thereof and
Lorry Car Park No. 4 on Upper Ground Floor, Xxx Xxxx Industrial
Building ("the Building"), Xx.00, Xxx Xxxxx Xxxxxx, Xxxxxxx,
Xxxx Xxxx.
PART III
TERM: Three years commencing on 13th January 1999 and expiring on
12th January 2002.
PART IV
PARTICULARS OF RENT
The rent for the Term shall be HONG KONG DOLLARS FIFTY NINE THOUSAND FOUR
HUNDRED AND FORTY (HK$59,440.00) per calendar month payable in advance on the
first day of each calendar month and exclusive of rates and management fee.
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PART V
MANAGEMENT FEE: HONG KONG DOLLARS FIVE THOUSAND SIX HUNDRED AND TWELVE
(HK$5,612.00) per calendar month payable monthly in advance on
the 1st day of each calendar month and subject to revision by
the Landlord or the Manager of the Building from time to time.
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PART VI
DEPOSIT: HONG KONG DOLLARS ONE HUNDRED SEVENTY EIGHT THOUSAND THREE
HUNDRED AND TWENTY (HK$178,320.00).
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AS WITNESS the hands of the parties hereto the day and year first above
written.
SIGNED by )
)
for and on behalf of the )
Landlord in the presence )
of :- )
SIGNED by )
)
for and on behalf of the )
Tenant in the presence )
of :- )
RECEIVED on or before the day )
and year first above written of and )
from the Tenant the above mentioned )
deposit of HONG KONG DOLLARS ONE HUNDRED )
SEVENTY EIGHT THOUSAND THREE HUNDRED )
AND TWENTY ONLY )HK$178,320.00
)=============
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