THIS AGREEMENT made the _____ day of ____________ One Thousand Nine
Hundred and __________________ BETWEEN the party whose name and address and
description are set out in Part 1 of the Schedule hereto (hereinafter called
"the Landlord") of the one part and the party whose name address and description
are set out in Part 2 of the Schedule hereto (hereinafter called "the Tenant")
of the other part
WHEREBY IT IS HEREBY AGREED as follows: -
1. The Landlord lets and the Tenant takes ALL THOSE the
premises more particularly set out and described in Part
3 of the Schedule hereto and as shown on the plan hereto
annexed and thereon colored Pink (hereinafter referred to
as "the said premises") Together with the use in common
with other persons entitled thereto of the water closets
lavatories and convenience an the same floor of the
building of which the said premises form part
(hereinafter referred to as "the said building") together
also with the use for the Tenant his servants and
visitors of the lifts (during such hours as the same
shall be operating) and the entrance hall staircase
corridors and passages or the said building for the
purpose at passing and repassing at all times during
office hours to and from the said premises EXCEPT and
reserving unto the Landlord the right of passage of
running of water electricity gas and soil through the
sewers drains and chattels in of under the said premises
for the term specified in Part 4 of the Schedule hereto
determinable as hereinafter mentioned at the rent set out
in Part 5 a( the Schedule hereto exclusive of rates and
management fees payable in advance on the 1st day of each
and every calendar month without any deduction or set-off
whatsoever.
2. The Tenant to the Intent that the obligations may continue
throughout the term of tenancy hereby agrees with the Landlord
in the manner following this is to say:
(a) To pay the rent hereby stipulated an the day and in
the manner aforesaid without any deduction or set-off
whatsoever.
(b) To pay and discharge punctually during the said
term of tenancy all Rates, taxes, assessments,
duties, charges, impositions, utility charges and
other outgoings now or at any time hereafter to be
imposed or charged by the Government of Hong Kong
or other lawful authority in respect of the said
premises or any part thereof upon the owner or
occupier (hereof save and except only the Crown
Rent and Property Tax Provided That in the case of
Rates, if on the commencement of the said term of
tenancy. the said building or the said premises has
not yet been assessed to rates by the Government, the
Tenant shall pay the sum equivalent to 4.5% of the
rent hereby reserved in respect of the said premises
or at such other rate as shall reasonably be requited
by the Landlord as deposit by way of security for the
due payment or Rates subject to adjustment on actual
rating assessment being received from the Government.
(c) (i) To pay to the Landlord punctually during
the said term of tenancy such monthly
contribution towards the costs, charges and
expenses for the management and maintenance
of the said building and for the supply of
air-conditioning to, the said premises as
shall reasonably be required by the Landlord
and unless and until otherwise revised
subsequently the Tenant shall pay to the
Landlord the sum as set out in Part 6 of the
Schedule hereto for the management and
maintenance of the said building and the
supply of air-conditioning service aforesaid
such sum to be paid in advance on the first
day of each and every calendar month during
the said term without deduction and
abatement whatsoever.
(ii It at any time during the said term of tenancy
the operating costs relative to the management
and maintenance of the said building and/or to
the supply of the said air-conditioning
service shall have risen, the Landlord shall
be entitled to increase the said management
and/or air-conditioning charges in proportion
to the said increase and the Tenant shall
further pay to the Landlord such Increase as
aforesaid provided always that there shall be
no restriction on the number of such increase
during any given period and that at least one
month's prior notice in writing shall be given
to the Tenant before the increase takes effect.
(d) To pay and discharge punctually during the said
term all charges of electricity, water, gas.
telephone rental and other outgoings now or at any
time hereafter consumed by the Tenant and
chargeable In respect of the said premises and to
make all necessary deposits for the supply of
electricity, water and gas to the said premises
when required.
(e) To keep the said premises including (without
limitation) the flooring and interior plaster or
other finishes to walls and ceilings and the
Landlord's fixtures and fittings therein arid all
additions thereto and all the doors windows
installations wiring and piping of the said premises
In good clean and tenantable repair and condition and
property preserved arid painted and to maintain the
same at the expense of the Tenant throughout the term
of the tenancy herein created and to yield them up in
such repair and condition at the expiration or sooner
determination of the term of the tenancy hereby
created.
(f) To keep at all times during the said term of tenancy
at the expense of the Tenant both the interior and
exterior of the windows of the said premises in a
good clean and tenantable state and in proper repair
and condition to the satisfaction of the Landlord.
(g) To replace all broken or damaged windows window
frames or shop fronts whether the same be broken or
damaged by the negligence of the Tenant or owing to
circumstances beyond the control of the Tenant with
glass and materials of the same quality and thickness
as presently installed.
(h) To repair or replace If so required by the
appropriate electricity supply company under the
terms of the Electricity Supply Ordinance Cap. 103
or its equivalent for the time being In force or
any Orders In Council or Regulations made
thereunder aft the electrical installations and
wiring from the Tenant's meter or meters to and
within the said premises.
(i) To keep at all times during the said term of
tenancy at the expense a( the Tenant such
lavatories and water closets and all the apparatus
and equipment in connection therewith as will be
allocated to the exclusive use of the Tenant and/or
his employees in a good clean and tenantable state
and In proper repair and condition to the
satisfaction of the Landlord and of the Public
Health of other Government Authorities concerned.
(j) To quietly yield up possession of the said premises
at the expiration or sooner determination of the
tenancy in good clean and tenantable repair and
condition Together with any additional erections
alterations or improvements which the Tenant may
with the consent of the Landlord have made upon or
in the said premises and which the Landlord In his
absolute discretion may be willing to retain
without payment of any compensation for such
additional erections alterations or improvements, the
Tenant shalt remove its other trade fixtures and
fittings and make good all damages Including damage
to the Landlord's decoration within the said premises
and within the said building caused by such removal
to the satisfaction of the Landlord. The Landlord
shall have the right to require the Tenant to
reinstate to Its original state any part of the said
premises in respect of which the Tenant may have
carried out any alterations with the consent at the
Landlord. Any properties left In the said premises by
the Tenant Upon the expiration or sooner
determination of the term of the tenancy herein
created shall be conclusively deemed to be abandoned
by the Tenant and the Landlord may at its sale
discretion remove and dispose of the same in such
manner as it thinks fit at the expense of the Tenant
and the Tenant shall forthwith on demand reimburse
the Landlord for the expenses so incurred and the
Landlord shall not be accountable or liable to the
Tenant in any way whatsoever for such removal and
disposal nor shall the Landlord be held accountable
at liable to the Tenant for the return or the value
of such properties or the sale proceeds thereat (if
any) and the Tenant shall Indemnify the Landlord
against any claims and proceedings in respect of or
howsoever related to the removal and disposal of such
properties.
(k) To pay on demand to the Landlord the cost of
replacing all windows curtain walls shutters or glass
at or in the said Premises or the said building
broken or damaged by the Tenant of employees agents
licensees or workmen or the Tenant.
(a) To pay the Landlord immediately upon demand the cost
of affixing repairing and replacing as necessary the
Tenant's name in lettering to the show window front
or door panel of the said promises and the cost of a
signboard to be erected by the Landlord and displayed
Immediately outside the said premises with the
Tenant's name thereon.
(m) (i) To permit the Landlord and his agents with or
without workmen or others and with or without
appliances at aft times to enter and view the
state of repair of the said premises. to take
inventories at the Landlord's fixtures
therein. to test the electric wiring, to read
the meters. to carry out any works repairs or
maintenance therein Provided That in the event
at an emergency the Landlord Its employees or
agents may enter without notice and forcib4y
if necessary.,
(ii On receipt of any notice from the Landlord or
its authorized representative specifying any
works or repairs which require to be done and
which are the responsibility of the Tenant
hereunder forthwith to carry out the same and
it the Tenant shall not within 14 days from
the date of such notice proceed diligently
with the execution of such works or repairs.
the Landlord or its employees or agents may at
its sole discretion enter upon the said
promises and forcibly it need be to carry out
any such works or repairs at the expenses of
the Tenant and the Tenant shall forthwith
reimburse the Landlord the expenses carrying
out any such repair and of the Landlord's
surveyor and otherwise in respect of the
preparation al the notice (if any). The Tenant
hereby further agrees to keep the Landlord
indemnified against any cost claim damage or
proceedings resulting from or attributable to
such default.
(n) To allow the Landlord or its servant or agents
and workmen to enter into the said premises at
air times for the purpose of installing and
affixing lighting in the space between the
curtains and the window frames within the said
premises such materials, fixtures and fittings
so provided shall remain the Landlord's
properly, or for the purpose of carrying out
any cleaning or disinfectant works of for the
purpose of carrying out such other repairs or
installation works as may Involve the removal
of doors or windows or cause any damage to the
walls. partitions, ceilings or fittings
provided that the Landlord shall re-install
and make good such removal or damage on
completion of the said works.
(a) To carry out and comply with all ordinances,
regulations, by-laws and rules and all
notices and requirements of the appropriate
Government authorities in connection with or
in relation to the Tenant's business carried
on In the said premises,
(o) To observe and comply with the rules
regulations or requirements stated In
notices or announcements from time to time
made or issued by the Landlord or the
management company of the said building for
the
maintenance and management or the said
building including the time and arrangement
for operating the equipment, lifts and the
use at entrance and passage ways.
(p) To be liable for the acts neglect omissions
and default of the contractors employees
agents or licensees of the Tenant as if they
were the acts neglect omissions and default
of the Tenant.
(q) To take all precautions to protect the
interior of the said premises against damage
by storm or typhoon of the like threats.
(r) To take all steps to prevent the drains
pipes within or about the said premises from
being choked or stopped up and to forthwith
clean clear repair and replace the same upon
such choking or slopping up.
(s) To pay an demand to the Landlord the cost to
be incurred by the Landlord in cleaning,
clearing, repairing or replacing any of the
said drains or pipes choked or stopped up due
to the default of the Tenant or its employees,
agents, assistants, licensees, workmen or
visitors.
(n) To pay for the installation of all Internal
air-conditioning ducts and diffusers
required in the said premises.
(o) To be responsible for the general cleaning
service of the Interior of the said premises
and the proper disposal of refuse and shall
only appoint such contractor approved by the
Landlord for such cleaning and disposal of
refuse service.
(p) To submit 3 sets of drawing of interior finish
to the Landlord for approval (which may be
withheld or granted at the Landlord's sole and
absolute discretion) before commencing
decoration and fitting out works at the said
premises and not to carry out such decoration
and fitting out works without the Landlord's
prior written approval (which may be withheld
or granted at the Landlord's sole and absolute
discretion).
(q) Not without the previous written consent of
the Landlord to remove erect install or
alter any fixtures fittings partitioning
doors or
other erection or installation in the said
premises or any pad thereof or to install
any equipment apparatus or machinery which
imposes a weight on any part of the flooring
in the said premises In excess of the
maximum weight prescribed by the Landlord or
the relevant Government authorities or which
requires any additional electrical main
wiring or which consumes electricity not
metered through the Tenant's separate meter.
(r) Not to make any alteration or addition of
any kind to the outside of the said
premises.
(s) Not to put up any blinds, curtains or any
similar materials visible (ram outside other
then those the color of which shall be first
approved by the Landlord for the windows of
the said building.
(aa) Not to install additional locks bolts or other
fittings to the entrance doors of the said premises
or in any way to cut or alter the same.
(bb) Not to install any electrical wirings in any
concealed part of the said premises unless such
wirings are inserted inside metal conduit.
(cc) Not to do any act of thing liable to cause any fire
risk or other hazard in the said building.
(dd) Not to assign underlet part with the possession of
or transfer the said premises or any part thereof
or any interest therein nor permit or suffer any
arrangement or transaction whereby any person who
is not a party to this Agreement obtains the use
possession occupation or enjoyment of the said
premises or any part thereof irrespective of
whether any rental or other consideration is, given
therefor. The tenancy created hereunder is
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 with prior written approval of the Landlord
be deemed to be breaches of this Clause: -
(i) In the case of the Tenant being a
partnership. the death or retirement of an
existing partner or the taking in of one or
more new partners or the happening of any
event which will in law amount to
dissolution of a partnership.
(ii In the case of the Tenant being an individual,
the death insanity insolvency bankruptcy or
other legal disability of that individual to
the intent that no right to use possess
occupy or enjoy the said premises or any
part thereof shall be vested in the
executors administrators personal
representatives next of kin trustee receiver
or committee of any such individual.
(iii) In the case of the Tenant being 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
thereof.
(iv The giving by the Tenant of a Power of
Attorney or similar authority whereby the
donee of the power obtains the right to use
possess occupy or enjoy the said premises or
any pan thereof or does in fact use possess
occupy or enjoy the same.
(v) The change of the Tenant's business name.
(ee) Not to use the said premises except for the purpose
of carrying an the lawful business or profession of
the Tenant as an office only and not to allow the
same or any part thereof to be used by any other
person firm or corporation.
(ff) Not to use the said premises or allow this same to be
used for any illegal or immoral purpose of for
carrying on any offensive trade or occupation.
(gg) Not to use or permit or suffer the said premises or
any part thereof to be used for preparing food or as
sleeping quarters or as domestic premises within the
meaning of any landlord and tenant legislation for
the time being in force nor to allow any person to
remain in the said premises overnight without the
prior written consent of the Landlord.
(hh) Not to use or permit or suffer the said premises to
be used for the purpose of the production
manufacture or making of goods and merchandise nor
for the storage of goods and merchandise other than
samples and exhibits reasonably required in
connection with the Tenant'$ business carried on
therein and only in such quality as permitted by
the Landlord in writing.
(ii Not to affix put up paint or display any signboard,
sign, decoration or other thing whatsoever outside
the said premises or any door wall pier or window
except with the written 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 Landlord shall have the
right to remove at the cost and expense to the Tenant
any signboard, sign, decoration or thing which shall
be affixed put up painted or displayed without the
prior approval of the Landlord.
(jj) Not to use or permit to be used the Passenger Lifts
of the said building for the purpose of carrying any
furniture or goods or heavy articles, arid to observe
the regulations affecting the use of all lifts as
indicated therein or intimated by the Landlord or
management company from time to time.
(kk) Not to use the said premises as a stockbroker's
office whether kindred or otherwise without the prior
approval of the Landlord in writing.
(ll) Not to use or suffer to be used any part of the said
premises for the provision of tourist services
without the prior approval of the Landlord In
writing.
(mm) Not to allow any visitors. licensees or servants of
the Tenant to stand or queue up outside the said
premises thereby causing an obstruction to the
passages and entrance halls used in common with the
other tenants of the said building.
(nn) Not to do of permit to be done in or upon the said
premises or any part thereof anything which may be
or become a nuisance annoyance damage or
disturbance to the Landlord or the tenants or
occupiers of the other parts of the said building
of which the said premises form part or of other
property in the neighbourhood or in anywise against
the law or regulations of Hong Kong,
(oo) Not to produce or suffer or permit to be produced
at any time in the said premises any music or noise
(including sound produced by broadcasting from
Television. Radio and any equipment or instrument
so capable of producing or reproducing music and
noise) so as to constitute a nuisance or to give
cause for reasonable complaint from the occupants
of neighbouring shops or other premises in the said
building.
(pp) Not to damage or cause to be damaged any
structures, fixtures, decorations, installations
outside of the said premises including lifts,
cloakroom. service pantries, halls, passages,
staircases, drainage xxxxx. walls, ceilings of the
said building and to pay an demand to the Landlord
the cost and expenses incurred by the Landlord in
repairing making good such damage of cleaning the
same.
(qq) Not to permit or suffer any safe by auction to be
held upon the said premises.
(rr) Not to change or in any way alter the standard
entrance or exit doors provided by the Landlord for
access to the said premises.
(ss) Not to do permit or suffer anything to be done in
arid upon the said premises whereby the policy or
policies of lire insurance upon the said building or
any part thereof may be invalidated or the premium
for such insurance shall be increased.
(tt) Not without the previous written consent of the
Landlord to cut maim injure drill into or deface or
permit or suffer to be cut maimed injured drifted
Into or defaced any doors windows floor walls curtain
walls beams columns structures or the fixtures and
fitting in the said premises or the said building.
(uu) Not to keep or store or cause or permit or suffer
to be kept or stared "thin the said premises or any
pan thereof any arms ammunitions gun powder
saltpeire kerosene or other explosive of
combustible substance or dangerous or prohibited
goods within the meaning of the Dangerous Goods
Ordinance or any enactment replacing the some and
the Regulations applicable thereto, and In so far
as such Ordinance or Its schedules may he offered
this Clause shall apply equally to any alteration
thereto.
(vv) Not to do or cause or permit or suffer to be done any
act deed matter or thing whatsoever which will amount
to a breach or nonobservance of the terms and
conditions under which the said premises are held
from the Crown or of the Deed of Covenants (if any)
In respect of the sold building and to keep the
Landlord indemnified against any such breach.
(ww) Not to encumber with boxes or otherwise, or place or
leave rubbish or any article or thing whatsoever upon
any part of the said building which is not hereby
exclusively let to the Tenant Provided That any
properties left upon any part of the said
building which is not hereby exclusively lot to the
Tenant shall be conclusively deemed to be abandoned
by the Tenant and the Landlord may at its sole
discretion remove and dispose of the same in such
manner as it thinks fit at the expense of the Tenant
and the Tenant shall forthwith on demand reimburse
the Landlord for the expenses so Incurred and the
Landlord shall not be accountable or liable to the
Tenant in any way whatsoever for such removal and
disposal nor shall the Landlord be held accountable
or liable to the Tenant for the return or the value
of such properties or the sale proceeds thereof (if
any) and the Tenant shall indemnity the Landlord
against any claims and proceedings In respect of or
howsoever related to the removal and disposal of such
properties,
(xx) Not to cause or permit or suffer any odours or
noxious smells which shall in the opinion of the
Landlord be offensive or unusual to be produced upon
permeate through or emanate from the said premises.
(yy) Not to keep or permit or suffer to be kept any
animals or pets inside the said premises and at the
Tenant's expense to take elf such steps and
precautions as shall be required by the circumstances
to prevent the said premises or any part thereof from
becoming infested by termites rats mice roaches or
any other pests or vermin.
2. The Landlord hereby agrees with the Tenant as follows., -
(a) That the Tenant paying the rent hereby stipulated
and observing and performing the several
stipulations herein contained and on the Tenant's
part to be of service and performed shall
peacefully hold and enjoy the said premises during
the said term of tenancy without any interruption
by the Landlord or any person lawfully claiming
under or in trust for him.
(b) To pay the Crown Rent and Property Tax in respect of
the said promises during the said term of tenancy.
(c) To keep the roof and the main drains and pipes of the
said premises in a proper state of repair at the cost
of the Landlord but the Landlord shall not be liable
under the terms of this provision unless and until
notice in writing shall previously have been given by
the Tenant to the Landlord of the want of repair and
amendment or a request in
writing shall have been previously sent to the
Landlord to come to view the state thereof Provided
that the Landlord shall be entitled to have a
reasonable time wherein to view repair and amend the
said defects.
4. Provided always and it Is hereby expressly agreed as
follows: -
(a) If the rent hereby stipulated or any part thereof
and/or charges, fees. expenses and outgoings
payable by the Tenant. hereunder shall be unpaid
for 7 days after becoming payable (whether legally
or formally demanded or not) or it the Tenant shall
fall or neglect to perform or observe any term and
conditions herein contained and on the Tenant's
part to be performed of observed or If the Tenant
or the person In whom for the time being the term
of tenancy shall be vested shall become bankrupt or
in the case of a limited company shall go Into
liquidation or if a petition In bankruptcy against
the Tenant, or a petition for the winding up of the
Tenant if a limited company shall have been filed,
or if the Tenant shall enter into any composition
or arrangement with creditors or shall suffer the.
Tenant's goods to be levied on execution then and
in any of the said cases it shall be lawful for the
Landlord at any time thereafter to determine this
Agreement and to re-enter upon the said premises or
any part thereof in the name of the whole but
without prejudice to any right of action of the
Landlord in respect of any breach of the Tenant's
terms and conditions herein contained and a written
notice served by the Landlord on the Tenant in the
manner hereinafter provided to the effect that the
Landlord thereby exercises the power of re-entry
and/or determination hereinbefore contained shall
be a full and sufficient exercise of such power. An
costs and expenses incurred by the Landlord in
demanding the rent and other, charges (if the
Landlord elects to demand) with a view to
exercising the sold rights or remedies or
attempting to do (he same shall be repaid by the
Tenant and is recoverable from him as a debt
PROVIDED ALWAYS that the Landlord shall be under no
obligation to demand the rent or other said charges
or to serve the said notice before the Landlord
exercises the said rights and remedies.
(b) To secure the due performance and observance of the
terms and conditions herein contained the Tenant
shall on the signing hereof pay to the Landlord by
way of deposit the sum as set out in Part 7 of the
Schedule hereto and (a maintain the said sum
throughout the duration of the sold term of
tenancy. After the determination of the tenancy and
provided that the said rent hereby stipulated shall
have been duly paid an due dales and of) other
terms and conditions herein contained shall have
been duly performed and observed by the Tenant then
within the period of 30 days after [he Tenant shall
have delivered up vacant possession of the said
premises to the Landlord of the settlement of the
last outstanding claim by the Landlord against the
Tenant, whichever is the later, the Landlord shall
return to the Tenant the said deposit money without
Interest but (he said deposit shall be absolutely
forfeited to the Landlord if the Tenant shall tail
to perform or observe any of the terms and
conditions herein contained without prejudice to
the Landlord's rights to claim damages for breach
of contract.
(c) The Landlord shall provide and maintain for the
said premises during the said term central air-
conditioning services as hereinbefore mentioned but
the Landlord reserves the right to change the
period during which the central air-conditioning
system is operated in the said building. The
Landlord further reserves the right to discontinue
the control' air-conditioning services in the event
of typhoon signal No. 8 or over being hoisted.
Unless and until otherwise adjusted a central air-
conditioning services will be provided between the
period specified in Part 8 of the Schedule hereto
Provided that the Landlord shall neither be liable
to pay compensation to the Tenant in respect of any
period during which due to circumstances beyond the
control of the Landlord the proper operation of the
air-conditioning -plant shall be Interrupted as the
result of mechanical failure or need for repair or
overhaul nor shall the Landlord be liable thereby
to grant an abatement of air-conditioning charges
in respect of such Interruption. And the Tenant
further agrees to keep all windows and doors closed
while the air-conditioned ventilation is in
operation and the Landlord shall have the right to
send a representative to close the same for the
Tenant should it be found that the Tenant does not
comply with the notice to that effect of the
Landlord and the persistent breach of the Tenant of
this clause is a breach for the term of this
Agreement justifying the Landlord to exercise. The
rights of re-entry or other remedies herein.
(d) The fancoil units of the air-conditioning service as
stipulated in Clause 4(c) hereof serving the said
premises shall be connected at the Tenant's
cost to the Tenant's separate electricity meters and
the Tenant shall pay for the electric power consumed
thereby, Any alteration to the location of the
fancoil units shall be at the Tenant's expense and
subject to the Landlord's prior approval (which may
be withheld or granted at the Landlord's sole and
absolute discretion) in writing.
(e) The Landlord shall have the right to provide
alternative entrance to the lift hall on the ground
floor.
(f) Acceptance of rent and/or charges, lees, expenses and
outgoings by the Landlord shall not be deemed to
operate as a waiver by the Landlord of any eight to
proceed against the Tenant in respect of a breach by
the Tenant of any of his obligations hereunder.
(g) If the said premises or any part thereof shall be
destroyed or damaged by storm typhoon fire
earthquake subsidence of the ground landslide or
any other calamity beyond the control of the
Landlord and not attributable to the negligence or
default of the Tenant so as to be unlit for
occupation and use or if the said premises or any
part thereof shall be required to be closed or
demolished by an Order of the Building Authority or
closed by a Closure Order made by the District
Court, the rent hereinbefore stipulated or a fair
proportion thereof according to the nature and
extent of the damage sustained shall cease to be
payable until (a) the said premises shall against
be rendered fit for occupation and use and, where
applicable. (b) the order of the Building Authority
shall cease to be operative, or (c) a notice of
expiry of the said Closure Order shall be served,
PROVIDED that
(i) the Landlord shall be under no obligation to
the Tenant to repair or reinstate the said
premises of any part thereof so destroyed or
damaged;
(ii the Tenant shall not have and shall not be
entitled to any claim for compensation or
damages whatsoever and howsoever from the
Landlord;
(iii) The said premises shall not have been rendered
fit for occupation and use within three
calendar months after the said premises or
any part thereof shall have become unfit for
occupation and use or it the Order of the
Building Authority aforesaid or the said
Closure Order shall remain In force at the
expiration of three calendar months after the
same is made. then and in any such case. -
(1) the Landlord may at any time after
the expiration of the said three
calendar months by six months'
notice in writing to the Tenant; or
(2) The Tenant may at any time after the
expiration of the said three
calendar months by one month's
notice in writing to Landlord
terminate this Agreement and
thereupon (a) the term hereby
granted shall cease accordingly (b)
neither party shall have any claim
against the other in respect thereof
but so that the right of either
party against the other in respect
to any antecedent breach of any of
the terms and conditions herein
contained shall not be prejudiced or
affected thereby.
(h) The Landlord will not in any circumstances be liable.
In contract tort or otherwise, to the Tenant or any
other person whomsoever in respect at any injury loss
or damage to person or property or loss of profit
whatsoever sustained by the Tenant or any other
person caused by or through.-
(i) any defect in or breakdown of the lifts
escalators fire and security services
equipment and other facilities of the said
building;
(ii any failure malfunction suspension or
explosion of or totaling to the electricity or
water supply to the said building or the said
premises;
(iii) fire or the over now or leakage of water or
escape of fume and/or smoke from anywhere
within the said building or the influx of
water rain water or sea water into the said
building or the said premises or the
activity of termites rats mice roaches or
any other posts or vermins:
(iv the detective or damaged condition, structural
or otherwise, of the said premises or the said
building or any part thereof or the Landlord's
fixtures and findings therein;
(v) the prohibition or restriction imposed by
any competent authority on the Tenant from
using the said premises in any particular
manner or lot any particular purpose;
Nor shall the Landlord in any circumstances be liable
to the Tenant or any other person whomsoever for the
security or safekeeping of the said premises or any
persons or contents therein. Not (subject to Clause
4(g) hereof) shall the rent or other charges payable
hereunder or any part thereof xxxxx or cease to be
payable on account hereof.
(i) The Tenant further agrees that if any damage is
caused to the Landlord or to any person whomsoever
directly or indirectly by or through or owing to
the escape of fumes, smoke, fire or any other
substance or the overflow of water from any part or
portion of the said promises or any detective or
damaged condition of any part of the interior of
the said premises (including doors windows and
Tenant's fixtures) or caused by the negligence of
or resulting or arising in any way from the breach
non-observance or non compliance of any of the
terms restrictions conditions or obligations herein
contained by the Tenant or his servants occupiers
visitors and/or licensees the Tenant shall be
wholly responsible therefor and shall make good the
same by payment or otherwise and shall fully
Indemnify the Landlord against all claims demands
actions and legal proceedings whatsoever made upon
the Landlord by any person 4n respect thereof.
(j) Any notice required to be served hereunder on
either the Landlord or the Tenant shall be
sufficiently served on the party to be served if
delivered to it by registered post or left
addressed to it at its last known address and/or
registered office in Hong Kong. A notice sent by
post shall be deemed to have been received by such
party at the lime when in due course of post it
would be delivered at the address to which it is
sent.
(k) During the two months immediately preceding the
determination of the said term of tenancy the
Landlord shaft be at liberty to affix and retain
without interference upon any external part of the
said premises a notice for reletting or selling the
same and the Tenant shall permit persons with
written authority from the Landlord or his agents
at all times of the day to view the said premises
or any part thereof.
(l) For the purpose of these presents any act default or
omission of the agents servants employees and
licensees of the Tenant shall be deemed to be the act
default or omission of the Tenant
(m) For the purpose of the Distress for Fient Part IIII
of the Landlord and Tenant (Consolidation)
Ordinance (Cap. 7) and for the purpose of these
presents the rent in respect of the said premises
shall be deemed to be In arrear if not paid in
advance at the time stipulated by paragraph I
hereof. Ali costs and expenses and outgoings
payable by the Tenant hereunder shall be deemed to
form part of the rent stipulated herein and shall
be recoverable as such by the Landlord by way of
distraint or otherwise.
(n) All legal costs and expenses incurred by the
Landlord (on a full indemnity basis) in demanding
payment of rent or in connection with any legal
proceedings (including but not limited to distress
proceedings) taken by the Landlord against the
Tenant as a result of default of payment of rent by
the Tenant or the Tenant's non-performance or non-
observance of any terms or conditions herein
contained shall be recoverable by the Landlord from
the Tenant as a debt and be deductible by the
Landlord from the deposit held by the Landlord
hereunder.
(o) The Landlord gives no warranty that the said premises
are fit to be used for any trade business or
profession of the Tenant.
(p) The Tenant shall deliver up vacant possession or the
said premises to the Landlord at the expiration or
sooner determination of the said term of tenancy
notwithstanding any rule of law or equity to the
contrary.
(q) in so far as the Tenant can lawfully do so, the
Tenant hereby expressly agrees to deprive himself of
his rights to protection against ejectment provided
by the existing or future legislation, if any, should
such legislation be applicable to the said premises.
(r) In the event of fire, typhoon or other contingencies
which in the opinion of the Landlord may cause or
threaten to cause damage or injury to the said
premises, the Landlord shall have power in the
absence of the Tenant to break open any doors
or windows of the said premises and to do such other
thing as may be necessary to prevent the said
premises from being damaged or injured and in such
event the Landlord shall not be answerable to the
Tenant for any less or damage which the Tenant may
sustain thereby.
12. It is hereby agreed that the tenant paying the rent
herein contained and performing and observing the terms
herein contained on the part of the Tenant shall upon
giving at least seven calendar months' previous notice in
writing to the Landlord prior to the expiration of the
said term hereby created have the option of renewing the
tenancy of the said premises for a further tem of two
years at the then open market rent or existing rent
whichever is the higher which in case cannot be
compromised has to be referred to a chartered surveyor to
be nominated by agreement between the Landlord and the
Tenant and failing agreement the surveyor shall be
nominated by the president for the time being of the Hong
Kong Institute of Surveyors on the application of either
party hereto for final judgment and the cost so involved
will be borne by both parties in equal shares subject to
the same terms and conditions herein save and except that
such renewed agreement shall not contain this option for
renewal and subject to the signing of a renewal tenancy
agreement and subject to payment of the additional
deposit by the tenant to the Landlord and if the tenant
shall not have exercised his option to renew as aforesaid
before the expiration of the said term hereby created the
tenancy of the said premises shall forthwith be
determined at the expiration of the said term hereby
created and the Tenant shall then forthwith yield up
vacant possession of the whole of the said premises in
manner as aforesaid.
13. Notwithstanding any contrary provision herein, to grant
to the Tenant a rent free period from the 10th day of
March, 2000 to the 9th day of June 2000 both days
inclusive (hereinafter referred to as "the said period")
to use and occupy the said promises for the sole purpose
of decorating the said premises without requiring the
Tenant to make payment of rent or otherwise but it is
expressly agreed that the Tenant Is still responsible
during the said period for all Rates, fees payable under
the Deed of Covenants, air-conditioning and maintenance
charges and all other charges and outgoings relating to
the use and occupation of the said premises payable by
the Tenant under Clause Z(b) hereof PROVIDED ALWAYS that
If the said term of tenancy shall by reason of any
default whatsoever on the Tenant's part terminated by the
Landlord within the said period, the foregoing part of
this clause 13 shall be treated as void ab Initio and the
rent which would have been payable but for the said foregoing
parl of this clause 13 shall become payable and be paid
forthwith without prejudice to the Landlord's right to claim
damages against the Tenant.
14. notwithstanding any contrary provision herein. to grant
to the Tenant another rent free period from the 10th day
of March 2001 to the 9th day of May 2001 both days
Inclusive (hereinafter referred to as "the said second
period") to use and occupy the said premises without
requiring the Tenant to make payment of rent or otherwise
but it is expressly agreed that the Tenant is still
responsible during the said second period for all Rates,
fees payable under the Deed of Covenants, air-
conditioning and maintenance charges and all other
charges and outgoings relating to the use and occupation
of the said premises payable by the Tenant under Clause
2(U) hereof PROVIDED ALWAYS that If the said term of
tenancy shall by reason of any default whatsoever the
Tenant's part terminated by the Landlord within the said
second period, the foregoing part of this clause 14 shall
be treated as void ab initio and the rent which would
have been payable but for the said foregoing part of this
clause 13 shall become payable and be paid forthwith
without prejudice to the Landlord's right to claim
damages against the Tenant.
15. If the Landlord shall enter Into a sale and purchase
agreement In respect of the said premises or the said
building or If the Landlord shall resolve to demolish and
rebuild the said building (which intention to demolish
and rebuild shall be sufficiently evidenced by a copy of
a Resolution of its Directors certified to be true and
correct by its Secretary) than in either of such events
the Landlord shall be entitled to give six calendar
months' notice in writing expiring at the end of any
calendar month during the term of tenancy hereby created
terminating this Agreement and immediately upon the
expiration of such notice this Agreement and everything
herein contained shall cease and be void but without
prejudice to the rights and remedies of either party
against the other in respect of any antecedent claim or
breach of any of the agreements or stipulations herein
set out.
THE SCHEDULE ABOVE REFERRED TO
PART 1 The Landlord HIGH TIME INVESTMENTS LIMITED
c/o Hang Seng Real Estate Management
Limited of 3rd Floor Hang Seng
Xxxxxxxx
00 Xxx Xxxxx Xxxx Xxxxxxx Xxxx Xxxx
PART 2 The Tenant LEPI CHINA LIMITED
of 000 Xxx Xxxx Xxxx, 00xx Xxxxx
Hang Seng Tsuen Wan Building,
New Territories
PART 3 The said premises 13th Floor of
Xx. 000 XXX XXXX XXXX, XXXXX XXX,
XXX XXXXXXXXXXX, which is erected on
ALL THAT piece or parcel of land
registered in the Land Office as LOT
NO. 2172, D.D. 449 and now known as
HANG SENG TSUEN WAN BUILDING
PART 4 Term of Tenancy (THREE) YEARS from the 10th day of
March 1999 to the 9th day of March
2002 (both days inclusive).
PART 5 The Rent DOLLARS THIRTY THREE THOUSAND NINE
HUNDRED THIRTY ONLY ($33,930.00)
Hong Kong Currency (exclusive of
rates and air-conditioning
charges/building management fees)
per calendar month.
PART 6 Air-conditioning DOLLARS ELEVEN THOUSAND EIGHT
charges/building HUNDRED SEVENTY FIVE AND CENTS FIFTY
management fees ONLY ($11,875.50) Hong Kong
Currency per calendar month.
PART 7 The Rental Deposit DOLLARS ONE HUNDRED EIGHTY NINE
THOUSAND THREE HUNDRED THIRTY ONLY
($189,330.00) Hong Kong Currency.
PART 8 Air-conditioning Normally from 8:00 a.m. to 6:30 p.m.
service on weekdays and from 8:00 a.m. to
2:00 p.m. on Saturdays but no such
service will be supplied on Sundays
and public holidays.
SIGNED by XXXX XXX HON the Landlord by his attorney
for and on behalf of Hang HANG SENG REAL ESTATE MANAGEMENT
Seng Real Estate Management LIMITED For and on behalf of
Limited, the lawful HANG SENG ESTATE MANAGEMENT LIMITED
attorney of the Landlord
in the presence of:-
[illegible signature]
---------------------
Authorized Signature(s)
SIGNED by the Tenant in
the presence of :-
For and on behalf of
RECEIVED the day an year LEPI China Limited
first above written and from [illegible signature]
the Tenant the sum of DOLLARS ---------------------
One Hundred Eighty Nine Authorized Signature
Thousand Thirty Only Hong
Kong Currency being the
deposit money expressed the Landlord by his attorney
above to be paid by the HANG SENG REAL ESTATE MANAGEMENT
Tenant to the Landlord LIMITED
For and on behalf of
HANG SENG REAL ESTATE MANAGEMENT
LIMITED
[illegible signature]
---------------------
Authorized Signature(s)
HK$189,330.00
