EXHIBIT 10.14
AN AGREEMENT is made the 28th day of July, 1997
BETWEEN the Landlord and the Tenant whose names addresses and descriptions are
more particularly described and set out in the First Schedule hereto.
WHEREBY IT IS AGREED as follows :-
1. PREMISES/TERM/RENT
1.01 The Landlord shall let and the Tenant shall take All Those the
Premises more particularly described and set out in the Second Schedule hereto
(collectively "THE PREMISES") And Together with the right to use two car parking
spaces as designated from time to time by the Landlord ("CAR PARKING SPACES")
free of payment of rent (save and except the rates and management fees (if any)
And Together with the use in common with the Landlord and all others having the
like right of the entrance staircases passages landings and lavatories (if any)
of the building of which the Premises form part more particularly described in
the said Second Schedule ("THE BUILDING") in so far as the same are necessary
for the proper use and enjoyment of the Premises and the Car Parking Spaces (and
except in so far as the Landlord may from time to time restrict such use) and
together with the use in common with others of the lifts and escalators, if
any, (whenever the same shall be operating) for the term and at the rent ("THE
RENT") and in manner more particularly described and set out in the Third
Schedule hereto Subject to and with the benefit of the Deed of Mutual Covenant
and the Management Agreement (if any) of the Building.
2. TENANT'S COVENANTS
2.01 The Tenant hereby agrees with the Landlord as follows :-
(a) TO PAY RENT
To pay the Rent on the days and in manner described and set out in the
said Third Schedule.
(b) TO PAY OTHER CHARGES
To pay or discharge all maintenance or management fee or charges in
respect of the Premises and the Car Parking Spaces duly and in
accordance with the provisions of the Deed of Mutual Covenant and
Management Agreement (if any) of the Building.
(c) TO PAY RATES TAXES, ETC.
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 and the Car Parking
Spaces or upon the owner or occupier thereof (Government rent and
Property Tax (if any) and outgoings of a capital or non-recurring
nature only (if any) excepted) Provided That all charges and outgoings
in relation to the Tenant's own installations shall be borne by the
Tenant solely.
(d) TO PAY GAS, WATER AND ELECTRICITY CHARGES
To pay and discharge all charges for gas water electricity and
telephone rental and other outgoings now or at any time hereafter
consumed by the Tenant and chargeable in respect of the Premises and
to make all necessary deposits therefor.
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(e) USER
Not to use the Premises for any purpose other than for the purpose and
under the name as described and set out in the said Third Schedule and
not to use the Car Parking Spaces for other purposes except for
parking of vehicles belonged to the Tenant.
(f) NOT TO USE PREMISES AS SLEEPING QUARTERS OR DOMESTIC PREMISES
Not to use or permit or suffer the Premises or any part thereof to be
used as sleeping quarters or as domestic premises within the meaning
of the Landlord and Tenant (Consolidation) Ordinance ("THE ORDINANCE")
or similar legislation for the time being in force nor to allow any
person to remain in the Premises overnight except night-watchmen.
(g) NOT TO PERMIT ILLEGAL OR IMMORAL USE
Not to use or permit or suffer the Premises to be used for or any
illegal or immoral purpose or for any purpose which is in
contravention of the terms and conditions contained in the Government
Lease or Conditions under which the Premises are held from the
Government and not to carry on any trade or business thereon which is
now or may hereafter be declared to be an offensive trade under the
Public Health & Urban Services Ordinance or any other Ordinances or
Regulations and any enactment amending or substituting the same.
(h) TO KEEP INTERIOR ETC. IN REPAIR
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 therein including all doors
windows installations/wiring/pipes/drains in the Premises for the
supply of water gas electricity and for sanitation (inclusive of
basins sinks baths and sanitary conveniences) 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 term in like condition (fair wear and tear excepted).
(i) TO PROTECT INTERIOR FROM APPROACHING TYPHOONS
To take all reasonable precautions to proper the interior of the
Premises against damage by storm or typhoon or the like.
(j) TO REPAIR AND REPLACE ELECTRICAL WIRING ETC. WITHIN THE PREMISES
To repair or replace if so required by the appropriate supply
company statutory undertaker or authority (as the case may be) under
the terms of any Electricity Supply or similar Ordinance for the
time being in force or any Orders in Council or Regulations made
thereunder all electrical wiring installations and fittings within
the Premises from the Tenant's meter or meters to and within the
same.
(k) TO KEEP SANITARY AND WATER APPARATUS USED EXCLUSIVELY IN GOOD REPAIR
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To keep the sanitary and water apparatus used exclusively by the
Tenant and his servants agents and licensees 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 by-laws of all Public Health and other Government Authorities
concerned.
(l) TO PERMIT LANDLORD TO ENTER AND VIEW TO REPAIR, ETC.
To permit the Landlord and all persons authorized by him at all
reasonable times upon prior appointment except in case of emergency
to enter and :-
(i) view the state of repair of the Premises, to take inventories of the
fixtures therein, to carry out any works or repairs which may be
required to be done and, during the last three months of the said
terms, to show the Premises to prospective tenants or purchasers
Provided That the Landlord shall cause as little interference to the
Tenant as reasonably possible; and
(ii) carry out any works or repairs in respect of the Premises in the
Building PROVIDED that in this connection the Landlord shall be
responsible to make good all damage done to the Premises.
(m) TO EXECUTE REPAIR ON RECEIPT OF NOTICE
On receipt of any reasonable notice from the Landlord or his
authorized representatives specifying any works or repairs which they
require to be done and which are the responsibility of the Tenant
within a reasonable times to put in hand and execute the same with
all possible despatch and without any delay.
(n) NOT TO ERECT INSTALL OR ALTER PARTITIONING FIXTURES ETC. WITHOUT
LANDLORD'S CONSENT
Not without the previous written consent of the Landlord (which
consent shall not be unreasonably withheld) to erect install or alter
any fixtures partitioning or other erection or installation in the
Premises or any part thereof.
(o) TO REMOVE ILLEGAL STRUCTURES
To remove at the cost of the Tenant any structure erections
partitions and other alterations put up by the Tenant at any time
during the said term if required by the Building Authority or other
competent Government Departments where the same were or have been put
up by the Tenant with or without the consent of the Landlord to make
good all damage caused by such removal. The Landlord shall not be
responsible to the Tenant for any loss suffered by the Tenant in any
way as a result of such renewal.
(p) NOT TO CUT INJURE OR MAIM WALLS, ETC.
Not 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 nor any of the plumbing or sanitary apparatus or
installations included therein without the previous consent of the
Landlord which consent shall not be unreasonably withheld.
(q) NOT TO DRIVE NAILS ETC. INTO CEILINGS WALLS OR FLOORS
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Not to drive or insert or permit or suffer to be driven or inserted
any nails screws hooks brackets or similar articles into the
ceilings walls or floor of the Premises without the previous consent
of the Landlord which shall not be unreasonably withheld nor without
the like consent to lay or use any floor covering which may damage
the existing flooring.
(r) NOT TO DISPLAY SIGNS EXCEPT NAME ETC. IN PLACES PROVIDED
Not to affix or display or permit or suffer to be affixed or
displayed outside the Premises any signboard sign decoration or
other device whether illuminated or not which may be visable from
outside the Premises save that :-
(i) the Tenant shall be entitled at his own expense to display his name
exhibited in English and Chinese in such form or lettering or
characters to be approved by the Landlord on the Directory Boards
(if the same are provided in the Building).
(ii) the Tenant shall be entitled at his own expense to have his name
painted or affixed in plain lettering and characters to be approved
by the Landlord on the Tenant's entrance door or doors. If the
Tenant carries on business under a name other than his own name, he
shall notify the Landlord of the name under which his business is
carried on and shall be entitled to have that name displayed painted
or affixed as aforesaid but the Tenant shall not be entitled to
change the business name without the previous written consent of the
Landlord which the Landlord may give or withhold at his discretion
and without prejudice to the foregoing, the Landlord may, in
connection with any application for consent under this Clause,
require the Tenant to produce such evidence as it may think fit to
show that no breach of Clause 2(al) has taken place or is about to
take place.
(s) NO HANGING IN COMMON PARTS
Not to use or cause or permit the use of the corridors staircases or
other common passages of the Building for the purpose of drying
laundry or hanging or placing or storing any article or thing
thereon or therein and not to permit the Tenant's agents servants
employees guests invitees to use the same for loitering or eating.
(t) NOT TO ENCUMBER OR OBSTRUCT PASSAGES AND COMMON AREAS, ETC.
Not to encumber or obstruct or permit to be encumbered or obstructed
with any box packaging or other obstruction of any kind or nature
any of the entrance staircases landings passages lifts lobbies or
other parts of the Building in common use and not to leave rubbish
or any other article or thing in any part of the Building not in the
exclusive occupation of the Tenant.
(u) NOT TO LAY WIRING OR CABLES ETC. IN THE PUBLIC AREAS
Not to lay install affix or attach any wiring cables or other
article or thing in or upon any of the entrances staircases landings
passage-ways lobbies or public areas.
(v) NO SUPPORTS ETC. ERECTED ON EXTERIOR WALLS
Not to install or fix or erect any supports or any iron brackets or
venetian blinds or
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sun blinds of any description to or on any part of the exterior
walls of the Building for any purpose including the installation of
air-conditioners without prior written approval of the Landlord.
(w) NO OPENINGS ON EXTERIOR WALL
Not to make any openings on any part of the exterior walls of the
Building.
(x) NO SHELTERS ON FLAT ROOFS ETC.
Not to erect any shelters or coverings on any part of the flat-
roofs or roof of the Building.
(y) NO WIRING FROM WINDOW
Not to erect or hang any wire or aerial wiring from the windows or
outside the exterior walls of the Building.
(z) NOT TO OVERLOAD
Not to store or place any goods machinery or other things on or in
any part of the Premises which impose a loading exceeding 150 lbs.
per square foot.
(aa) COMPLYING WITH GOVERNMENT REGULATIONS
All machinery placed on or affixed to the Premises must be cushioned
and the number of workers working or staying in the Premises must be
restricted in accordance with Government Regulations.
(ab) NOT TO INSTALL FURNACE, ETC. WITHOUT PRIOR GOVERNMENT PERMISSION
Not to install any furnace boiler or other plant or equipment in the
Premises or use any fuel that might in any circumstances produce
smoke without first obtaining permission in writing from the
Commissioner of Labour Provided That such installation or user shall
not amount to a breach of any terms and conditions in the Government
Grant or the Deed of Mutual Covenant and the Management Agreement
(if any) of the Building.
(ac) FIRE-FIGHTING EQUIPMENT
All fire-fighting equipment (if any) installed in the Premises shall
be and remain the property of the Landlord and the Tenant shall take
due care thereof and in particular the Tenant shall not allow such
equipment to be moved to any other position. The Tenant shall
further pay the annual charge or fees of all the fire-fighting
equipment installed in the Premises.
(ad) TO ELIMINATE AND REDUCE VIBRATION AND DUMPING PRODUCED BY MACHINERIES
The Tenant shall mount and equip his machinery particularly
machinery with horizontal reciprocating action and every part
thereof with anti-vibration absorbers and anti-dumping absorbers of
such types and designs as first approved of in writing by the
Landlord's architect and shall comply with all directions or orders
of the Land
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lord for eliminating and reducing vibrations and dumping produced by
the operation and running of any of the machinery installed at the
Premises.
(ae) NOT TO ALTER SMOKE LOBBY DOORS
Not to alter the position of the smoke lobby doors or to make any
additions to such doors.
(af) NOT TO OVERLOAD LIFTS
Not to overload the lifts in the Building in excess of their maximum
capacity and to be responsible for any damage caused by any breach
hereof.
(ag) NOT TO PREPARE FOOD OR PERMIT ODOURS
Not to prepare or permit or suffer to be prepared any food in the
Premises or to cause or permit any offensive or unusual odours to be
produced upon permeate through or emanate from the Premises.
(ah) NOT TO PRODUCE MUSIC OR NOISE AUDIBLE OUTSIDE
Not to produce or permit or suffer to be produced 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 cause a nuisance to other users of the Building and
where music is to be regularly played to install at the Tenant's
cost or expense and to the satisfaction of the Landlord adequate
sound proving or insulation devices in the Premises.
(ai) NOT TO PERMIT ANY NUISANCE OR ANNOYANCE
Not to do or permit or suffer to be done any act or thing which may
be or become a nuisance or annoyance to the Landlord or to the
tenant or occupiers of the other premises in the Building or in any
adjoining or neighboring building.
(aj) NOT TO KEEP ITEMS OF COMBUSTIBLE OR HAZARDOUS GOODS
Not to keep or store or permit or suffer to be kept or stored in the
Premises any arms ammunition gun-powder salt-xxxxx kerosene or other
explosive or combustible substance or otherwise unlawful or
dangerous or hazardous goods.
(ak) NOT TO KEEP ANIMALS OR PETS AND TO PREVENT INFECTION
Not to keep or permit or suffer to be kept any 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 rates mice roaches or any
other pests or vermin.
(al) NOT TO ASSIGN UNDERLET, ETC.
Not to assign underlet part with the possession of or transfer the
Premises and/or Car Parking Spaces 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 and/or the
Car Parking Spaces or any part thereof irrespective of whether any
rental
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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 be deemed to be breaches of
this Clause :-
i) 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.
ii) in the case of a tenant who is an individual (including a sole
surviving partner or a partnership tenant) the death insanity or
other disability of that individual to the intent that no right to
use possess occupy or enjoy the Premises and the Car Parking Spaces
or any part thereof shall vest in the executors administrators
personal representatives next of kin trustee or committee of any
such individual.
iii) in the case of a corporation any reconstruction amalgamation merger
or voluntary liquidation or any change in shareholding or in the
control of ultimate beneficial ownership.
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 Premises or any part thereof or does in fact use
possess occupy or enjoy the same.
(am) NOT TO BREACH GOVERNMENT LEASE OR CAUSE INSURANCE TO BE VOIDED OR
PREMIUM INCREASED
Not to do or permit or suffer to be done any act deed matter or
thing whatsoever which amounts to a breach of any of the terms and
conditions under which the land on which the Building stands is held
from the Government or whereby any insurance on the Building against
loss or damage by fire and/or claims by third parties for the time
being in force may be rendered void or voidable or whereby the
premium thereon may be increased Provided That if as the result of
any act deed matter or thing done permitted or suffered by the
Tenant the premium on any such policy of insurance shall be
increased the Landlord shall be entitled at his option either to
terminate this Agreement or to continue the same upon payment by the
Tenant of the additional premium and upon such other terms and
conditions as the Landlord may at his discretion think fit to
impose.
(an) TO COMPLY WITH DEED OF MUTUAL COVENANT AND ORDINANCES, ETC.
To obey and comply with and to indemnify the Landlord against the
breach of the Deed of Mutual Covenant and Management Agreement (if
any) of the Building and all ordinances regulations by-laws rules
and requirements of any Governmental or other competent authority
relating to the conduct and carrying on of the Tenant's business on
the Premises or to any other acts deed matter or thing done
permitted suffered or omitted therein or thereon by the Tenant or
any employee agent or licensee of the Tenant.
(ao) TO MAKE GOOD DAMAGE TO BUILDING
To make good at the expenses of the Tenant any portion of the
Building which may be damaged through any omission act or default of
the Tenant or of any of his servants visitors or through the escape
of water fire smoke or fumes from or explosion in the Premises.
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(ap) TO REIMBURSE LANDLORD FOR WORK DONE
To reimburse the Landlord for the costs of any of work which the
Tenant is liable to perform hereunder and has defaulted in
performing the same including but not limited to all reasonable
costs incurred by the Landlord in cleansing or clearing any of the
drains pipes or sanitary or plumbing apparatus choked or stopped up
owing to the careless or improper use or neglect by the Tenant or
any employee agent or licensee of the Tenant.
(aq) TO BE RESPONSIBLE FOR LOSS OR DAMAGE CAUSED BY INTERIOR DEFECTS
To be wholly responsible for any loss damage or injury caused to any
other person whomsoever directly or indirectly through the defective
or damaged condition of any part of the interior of the Premises
save and except where such loss damage or injury arises through the
breach or non-observance or non-performance by the Landlord of the
Landlord's covenants or through the neglect or lack of proper skill
on the part of the Landlord or any employee contractor or agent of
the Landlord and Subject as aforesaid to make good the same by
payment or otherwise and to indemnify the Landlord against all
actions proceedings claims and demands made upon the Landlord in
respect of any such loss damage or injury and all costs and expenses
incidental thereto.
(ar) TO BE RESPONSIBLE FOR CONTRACTORS SERVANTS AGENTS AND LICENSEES
To be responsible to the Landlord for the acts neglects and defaults
of all contractors servants agents and licensees of the Tenant as if
they were the acts neglects 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.
(as) TO NOTIFY LANDLORD OF ACCIDENTS AND DEFECTS IN FITTINGS AND FIXTURES
To notify the Landlord of any accidents to or defects in the water
pipes gas pipes electrical wire or fittings or other facilities
provided by the Landlord in the Premises whether or not the Tenant
is liable hereunder for the repair of the same upon the same coming
to the knowledge of the Tenant.
(at) TO REMOVE REFUSE TO A PLACE SPECIFIED BY LANDLORD
To remove each day from the Premises all refuse and rubbish to such
spot as shall be specified by the Landlord from time to time and
subject to such reasonable rules and regulations as the Landlord may
from time to time determine.
(au) RE-INSTATE PREMISES
Unless the Landlord otherwise agrees in writing to re-instate and
restore the Premises to their original condition and to make good
all damage caused or occasioned by the erection and removal of
alterations partitions or other erections.
(av) TO YIELD UP AT THE END OF THE TERM
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Quietly to yield up the Premises together with all fixtures fittings
and additions therein and thereto which the Landlord agrees to
retain and the Car Parking Spaces at the expiration or sooner
determination of this tenancy in good clean and tenantable repair
and condition (fair wear and tear excepted).
3. LANDLORD'S COVENANTS
3.01 The Landlord hereby agrees with the Tenant as follows :-
(a) TO PAY GOVERNMENT RENT ETC.
That the Landlord will pay the Government rent payable in respect of
the Premises and the Car Parking Spaces and the Property Tax (if
any) payable in respect of the Premises and any expenses of a
capital or non-recurring nature Provided That all charges and
outgoings in relation to the Tenant's own installations shall be
borne by the Tenant solely.
(b) THE TENANT SHALL HAVE QUIET ENJOYMENT
That the Tenant paying the Rent and management fees and maintenance
charges hereby agreed to be paid on the days and in manner herein
provided for payment of the same and observing and performing the
agreements stipulations and conditions herein contained and on the
Tenant's part to be observed and performed shall peaceably hold and
enjoy the Premises and the Car Parking Spaces during the Term
without any interruption by the Landlord or any person lawfully
claiming under or in trust for the Landlord.
(c) TO KEEP IN REPAIR THE OUTSIDE MAIN WALLS AND ROOF, ETC.
To keep the outside main walls structure foundations and roof of the
Building and the lift entrance hall corridor passages staircases and
the convenience (if any) intended for the common use of the occupants
at all times in complete repair (including drains gutters and
external pipes) in accordance with the relevant provisions of the
Deed of Mutual Covenant and/or Management Agreement.
4. It is hereby further expressly agreed and declared as follows :-
(a) OTHER PROVISIONS LANDLORD'S RIGHT OF RE-ENTRY
If the Rent and/or management fees and maintenance charges and/or
rates and/or other charges hereby agreed to be paid or any part
thereof shall be unpaid for seven days after the same shall become
payable (whether legally or formally demanded or not) or if the
Tenant shall fail or neglect to observe or perform any of the
agreements stipulations or conditions herein contained and on the
Tenant's part to be observed and performed or if the Tenant shall
become bankrupt or being a corporation shall go into liquidation
(save for the purposes of amalgamation or reconstruction) or if any
petition shall be filed for winding up of the Tenant or if the
Tenant otherwise becomes insolvent or makes any composition or
arrangement with creditors or shall suffer any execution to be
levied on the Premises and the Car Parking Spaces or otherwise on
the Tenant's goods then and in any such case it shall be lawful for
the Landlord at any time thereafter to re-enter the Premises and the
Car Parking Spaces 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
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non-performance of any of the agreements stipulations and conditions
herein contained and on the Tenant's part to be observed and
performed and to the Landlord's right to deduct all loss and damage
thereby incurred from the deposit paid by the Tenant in accordance
with Clause 5 hereof.
(b) WRITTEN NOTICE SUFFICIENT EXERCISE OF RIGHT
A written notice served by the Landlord on the Tenant in manner
hereinafter mentioned to the effect that the Landlord thereby
exercises the power of re-entry herein contained shall be full and
sufficient exercise of such power without actual entry on the part
of the Landlord.
(c) ACCEPTANCE OF RENT NOT WAIVER OF BREACH OF COVENANT
Acceptance of Rent (or management fees) by the Landlord shall not be
deemed to operate as a waiver by the Landlord of any right to
proceed against the Tenant in respect of any breach non-observance
or non-performance by the Tenant of any of the agreements
stipulations and conditions herein contained and on the Tenant's
part to be observed and performed.
(d) LANDLORD NOT LIABLE FOR OVERFLOW OF WATER/TENANT TO INDEMNIFY LANDLORD
AGAINST CERTAIN CLAIMS
The Landlord shall not be under any liability to the Tenant or to
any other person whomsoever in respect of any loss or damage to
person or property sustained by the Tenant or any such other person
caused by or through or in any way owing to the overflow of water
from any where within the Building save and except where such loss
or damage to person or property arises through the breach or non-
observance or non-performance by the Landlord of the Landlord's
covenants or through the neglect or lack of proper skill on the part
of the Landlord or any employee contractor agent of the Landlord.
Subject as aforesaid, the Tenant shall fully and effectually
indemnify the Landlord from and against all claims and demands made
against the Landlord by any person in respect of any loss damage or
injury caused by or through or in any way owing to the overflow of
water from the Premises or to the neglect or default of the Tenant
his servants agents or interior of the Premises or any fixtures or
fittings for the repair of which the Tenant is responsible hereunder
and against all costs and expenses incurred by the Landlord in
respect of any such claim or demand.
(e) NO ADVANCE PAYMENT OF RENT
No advance payment of Rent has been paid to the Landlord except in
pursuance to Clause 1 hereof.
(f) LANDLORD NOT LIABLE FOR BREAKDOWN IN LIFTS
The Landlord shall not in any circumstances be liable to the Tenant
for any defect in or failure or breakdown of electricity gas or
water supply or lifts services or nor shall the Rent or management
fees and maintenance charges xxxxx or cease to be payable on account
thereof.
(g) SPENSION OR ABATEMENT OF RENT IN CASE OF FIRE, ETC.
If the Premises and the Car Parking Spaces or the Building or any
part thereof shall at any time during the tenancy rendered be
inaccessible or so destroyed or damaged
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owing to fire water storm wind typhoon defective construction white
ants earthquake subsidence of the ground or any calamity beyond the
control of the Landlord as to render the Premises and the Car
Parking Spaces unfit for habitation and use 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 and the Car
Parking Spaces or the Building shall be condemned as a dangerous
structure or a demolition order or closing order shall become
operative in respect of the Premises and the Car Parking Spaces or
the Building then the Rent hereby reserved or a fair proportion
thereof according to the nature and extent of the damage sustained
or order made shall after the expiration of the then current month
be suspended and ceased until the Premises and the Car Parking
Spaces or the Building shall again be rendered accessible or fit for
habitation and use (as the case may be) Provided That should the
Premises and the Car Parking Spaces or the Building not have been
reinstated in the meantime either the Landlord or the Tenant may at
any time after three months 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 determine as from the date of the occurrence
of such destruction or damage or order of the Premises and the Car
Parking Spaces or of the Building becoming inaccessible 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 and management fees and other
charges payable hereunder prior to the coming into effect of the
suspension.
(h) OR THE PURPOSE OF DISTRAINT RENT IN ARREARS IF NOT PAID IN ADVANCE ON
DUE DATE
For the purposes of Part III of the Ordinance and of these presents
the Rent and management fees and other charges payable in respect of
the Premises and the Car Parking Spaces shall be and be deemed to be
in arrears if not paid in advance at the times and in manner
hereinbefore provided for payment thereof. All costs and expenses
for and incidental to any distraint shall be paid by the Tenant and
is recoverable from him as a debt on a full indemnity basis. For the
purpose of distraint and these presents, any outstanding management
fees payable in respect of the Premises and the Car Parking Spaces
shall be deemed to be arrears of rent.
(i) WAIVER BY LANDLORD
No condoning excusing or waiving by the Landlord of any default
breach or non-observance or non-performance by the Tenant at any
time or times of any of the Tenant's obligations herein contained
shall operate as a waiver of the Landlord's rights hereunder in
respect of any continuing or subsequent default breach or non-
observance or non-performance or so as to defeat or affect in any
way the rights and remedies of the Landlord hereunder in respect of
any such continuing or subsequent default or breach and no waiver by
the Landlord shall be inferred from or implied by anything done or
omitted by the Landlord unless expressed in writing and signed by
the Landlord. Any consent given by the Landlord shall operate as a
consent only for the particular matter to which it relates and in no
way shall be considered as a waiver or release of any of the
provisions hereof nor shall it be construed as dispensing with the
necessity or obtaining the specific written consent of the Landlord
in the future unless expressly so provided.
(j) LANDLORD CAN EXHIBIT LETTING NOTICES DURING LAST THREE MONTHS OF TERM
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During the three months immediately preceding the expiration of the
term hereby created, the Landlord shall be at liberty to affix and
maintain without interference upon any external part of the Premises
and/or the Car Parking Spaces a notice stating that the Premises
and/or the Car Parking Spaces are to be let and such other
information in connection therewith as the Landlord shall reasonably
require and the Landlord shall be at liberty with prior arrangement
with the Tenant to show the Premises to prospective tenants.
(k) LANDLORD IS ENTITLED TO CHANGE THE NAME OF THE BUILDING
The Landlord shall at any time during the term hereby granted be
entitled to change the name of the Building on giving reasonable
notice to the Tenant and in respect thereof the Landlord shall not
be liable in damages to the Tenant or be made a party to any other
proceedings or for costs or expenses of whatsoever nature incurred
by the Tenant as a result of such change.
(l) WARRANTY AS TO USER
The Landlord does not warrant that the Premises and the Car Parking
Spaces are suitable for any particular purpose.
(m) SERVICE OF NOTICE
Any notice required to be served hereunder shall if to be served on
the Tenant be sufficiently served if addressed to the Tenant and
sent by prepaid post to or delivered at the 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 to the
Landlord's address as shown in this Agreement.
(n) STAMP DUTY AND COSTS
The legal costs of Messrs. Ng, Lie, Lai & Chan and the stamp duty
and other disbursements on this Agreement and its counterpart shall
be borne by the parties herein in equal shares.
5.(a) TENANT'S DEPOSIT
The Tenant shall on the signing hereof deposit and maintain with the
Landlord a deposit of the amount as set out in the Third Schedule
hereto to secure the due observance and performance by the Tenant of
the agreements stipulations and conditions herein contained and on
the Tenant's part to be observed and performed. The said deposit
shall be retained by the Landlord throughout the term free of any
interest to the Tenant and in the event of any breach or non-
observance or non-performance by the Tenant of any of the said
agreements stipulations or conditions aforesaid, the Landlord shall
be entitled to terminate this Agreement and to forfeit the said
deposit by way of liquidated damages without prejudice to the
Landlord's right to claim against the Tenant for further damages
suffered by the Landlord as a result of the Tenant's breach of this
Agreement. Notwithstanding the foregoing, the Landlord may in any
such event at his option elect not to terminate this Agreement and
forfeit the deposit but to deduct therefrom 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
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and if the Tenant shall fail so to do the Landlord shall forthwith
be entitled to re-enter the Premises and the Car Parking Spaces and
to determine this Agreement and forfeit the deposit as hereinbefore
provided.
(b) REPAYMENT OF DEPOSIT
Subject as aforesaid, the said deposit shall be refunded to the
Tenant by the Landlord without interest within thirty days after the
expiration or sooner determination of this Agreement and the
delivery of vacant possession to the Landlord or within thirty days
of the settlement of the last outstanding claim by the Landlord
against the Tenant in respect of any breach non-observance or non-
performance of any of the agreements stipulations or conditions
herein contained and on the part of the Tenant to be observed and
performed whichever is the later.
(c) TRANSFER OF DEPOSIT
In the event that the Landlord shall assign its reverionary interest
in the Premises, the Tenant shall agree to the Landlord transferring
the said deposit to the assignee and shall waive its right to
recover the said deposit from the Landlord upon receipt of a written
notice from the Landlord that such transfer has been effected.
6. COOLING TOWERS
6.01 It is hereby agreed by and between the parties hereto that in the
event of any competent authorities of the Government of Hong Kong serving notice
on the Landlord or the Tenant ordering to remove the cooling tower(s) which
was/were erected by the Tenant at the external walls of the Building, the Tenant
shall forthwith remove the same at its own costs and expenses and at the like
expenses reinstate the external walls to the condition as at the date(s) of the
said cooling tower(s) was/were erected and the Tenant shall indemnify the
Landlord for all loss and damages which the Landlord has suffered or may suffer
as a result of such removal and reinstatement. The Landlord will in such event
grant a license to the Tenant to use 2 areas of 11' x 11' each on the roof of
the Building to install 2-100 tons (RT) cooling tower(s) (weight 1500 kg. each)
such areas shall be designated by the Landlord Provided That subject to
compliance by the Landlord with Clause 6.02 :-
(a) the Tenant shall ensure that the installation of the said cooling
towers shall not cause damage to the Building;
(b) the Tenant shall be responsible for all expenses for the repair and
maintenance of the said cooling towers and the said areas to the
satisfaction of the Landlord;
(c) such installation shall not be in breach of any ordinances or
regulations of Hong Kong; and
(d) at the expiration or sooner determination of the tenancy hereby
created the Tenant shall at its own cost and expense remove the said
cooling towers and at like cost and expense reinstate the said areas
to their original condition to the satisfaction of the Landlord.
6.02 The Landlord shall ensure that the Building is at all times
constructed and/or reinforced so as to be able safely to carry the said cooling
towers and to be in compliance with all loading requirements of any ordinances
or regulations of Hong Kong in relation to the installation of the cooling
towers.
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7. LAWS
This Agreement shall be construed and take effect in accordance with
Hong Kong Law.
8. HEADING NOTES
The heading notes are intended for guidance only and do not form
part of this Agreement nor shall any of the provisions in this
Agreement be construed or interpreted by reference thereto or in any
way affected or limited thereby.
THE FIRST SCHEDULE ABOVE REFERRED TO
------------------------------------
LANDLORD : JING WAH GARMENTS MANUFACTORY COMPANY LIMITED (
) whose registered office is situate at 8th Floor, Jing Wah Building,
10 Xxx Chuk Street, San Po Kong, Kowloon, Hong Kong.
TENANT : TELCOM SEMICONDUCTOR HONG KONG LIMITED (
) whose registered office is situate at Ground Floor, Jing Wah
Industrial Building, 10 Xxx Chuk Street, Sanpokong, Kowloon, Hong Kong.
THE SECOND SCHEDULE ABOVE REFERRED TO
-------------------------------------
PREMISES : ALL THOSE UNITS B and C on the GROUND FLOOR, the whole of the
FIRST FLOOR, the whole of the SECOND FLOOR , UNIT A on the FIFTH
FLOOR and UNIT A on the SEVENTH FLOOR of XX.00 XXX XXXX XXXXXX
Xxxxxxx Xxxx Xxxx erected on NEW KOWLOON INLAND LOT NO.4437.
THE THIRD SCHEDULE ABOVE REFERRED TO
------------------------------------
TERM : For the term of THREE YEARS commencing on the 11th day of July
1997 and terminating on the 10th day of July 2000 (both days
inclusive).
RENT : HK$173,785.00 (apportionment of which is set out hereunder) per
calendar month (exclusive of rates) payable in advance clear of
all deductions on the 11th day of each and every calendar month.
The First payment to be made on the 11th day of July 1997.
Premises Area Monthly Rent
-------- ---- ------------
Unit B on Ground Floor 3,600 sq. ft. HK$34,200.00
Unit C on Ground Floor 50 sq. ft. HK$ 4,500.00
The whole of 1st Floor 10,000 sq. ft. HK$45,000.00
The whole of 2nd Floor 10,000 sq. ft. HK$45,000.00
Unit A on 5th Floor 5,769 sq. ft. HK$25,960.00
Unit A on 7th Floor 4,250 sq. ft. HK$19,125.00
USER : As factory use under the name of the Tenant.
DEPOSIT : HK$173,785.00.
AS WITNESS the hands of the parties hereto the day and year first
above written.
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SIGNED by Xxxx Xxxx ) JING WAH GARMENTS MFG. CO., LTD
Wing, one of its Directors, )
for and on behalf of the )
Landlord in the presence ) Managing Director
of :- )
I hereby verify the signature
of Hong Po Kwan
Hong Po Xxxx Brain X.X. Xx
Clerk to Messrs. Ng, Lie, Lai & Chan Solicitor, Hong Kong
Solicitor,
Hong Kong.
SIGNED by ) For and on behalf
) TELCOM SEMICONDUCTOR H.K. LTD
for and on behalf of the )
Tenant in the presence of :- )
XXXX XXX HSIONG
Managing Director
For and on behalf of
TELCOM SEMICONDUCTOR H.K. LTD.
XXXX XXXX BON
CONTROLLER
RECEIVED on the day and year first above written of and from the
Tenant the above mentioned deposit in the sum of HK$173,785.00
JING WAH GARMENTS MFG. CO., LTD.
Managing Director
_________________________________________
the Landlord.
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Dated this 28th day of July 1997
JING WAH GARMENTS MANUFACTORY COMPANY LIMITED
and
TELCOM SEMICONDUCTOR HONG KONG LIMITED
&&&&&&&&&&&&&&&&&&&&&&&&&&
TENANCY AGREEMENT
of
Units B and C on the Ground Floor, the whole
of the 1st and 2nd Floors, Unit A and on the
5th Floor and Unit A on the 7th Floor (together
with the right to use 2 Car Parking Spaces) of
Xx.00 Xxx Xxxx Xxxxxx, Xxxx Xxxx).
&&&&&&&&&&&&&&&&&&&&&&&&&&
NG, LIE, LAI & CHAN,
Solicitors,
HONG KONG.
Ref. : CON/AT/PKH/J/51340(8)/97
Factory
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