EXHIBIT 10.26
DATED THIS 1ST DAY OF APRIL, 2003
Between
GEOK HONG SDN BHD
("Landlord")
And
MATTLINE INDUSTRIES SDN BHD
("Tenant")
----------------------------------------------------------------------
TENANCY AGREEMENT
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XXXX & PARTNERS
ADVOCATES & SOLICITORS
Xxxxx 00, Xxxxx X
Xxxxxx Xxxxx XXXX
00000 Xxxxx Xxxxxx
Telephone: (000) 0000 0000
Facsimile: (000) 0000 0000
EXHIBIT 10.26
TABLE OF CONTENTS
CLAUSE PAGE
1. DEFINITIONS AND INTERPRETATION......................................... 1
1.1. Definitions................................................... 1
2. AGREEMENT FOR TENANCY.................................................. 3
2.1. Grant of Tenancy.............................................. 3
2.2. Term of Tenancy............................................... 4
2.3. Rent Reserved................................................. 4
3. TENANT'S COVENANTS..................................................... 4
3.1. Tenant's Covenants............................................ 4
4. LANDLORDS' COVENANTS................................................... 8
4.1. Landlord's Covenants.......................................... 8
5. BREACH AND TERMINATION................................................. 9
5.1. Forfeiture on Breach.......................................... 9
6. FIRES, ACCIDENTS AND OTHER SPECIFIED EVENTS............................ 10
6.1. Suspension of Rent............................................ 10
6.2. Damage by Fire etc............................................ 10
6.3. Accidents on Premises......................................... 11
7. OPTION FOR RENEWAL..................................................... 11
7.1. First Renewal Option.......................................... 11
7.2. Second Renewal Option......................................... 11
7.3. Revised Rent.................................................. 12
8. REPRESENTATIONS AND WARRANTIES......................................... 12
9. MISCELLANEOUS.......................................................... 12
9.1. Notices....................................................... 12
9.2. Time of Essence............................................... 14
9.3. Amendments and Severability................................... 14
9.4. Exclusion..................................................... 14
9.5. Waiver........................................................ 14
9.6. Binding Effect................................................ 14
9.7. Assignment.................................................... 14
9.8. Governing Law and Jurisdiction................................ 14
9.9. Expenses and Costs............................................ 15
9.10. Interpretation of Headings.................................... 15
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EXHIBIT 10.26
TENANCY AGREEMENT
THIS TENANCY AGREEMENT is made the day and year stated in Item 1 of the First
Schedule hereto between the parties whose names and descriptions are stated in
Item 2 of the said Schedule ("THE LANDLORD") of the one part AND the party whose
name and description are stated in Item 3 of the said Schedule ("THE TENANT") of
the other part.
RECITALS
(A) Geok Hong Sdn Bhd is the legal and beneficial owner of land held under
HSD 31775, PT 3222 at Mukim 1, Seberang Perai Tengah, Pulau Pinang upon
which is erected a factory building known as "P3" (the "DEMISED
PREMISES"), as delineated in red on the site plan annexed hereto as
ANNEXURE 1.
(B) The Landlord is desirous of granting and the Tenant of accepting a
tenancy of the Demised Premises, subject to the terms and conditions
hereinafter contained.
NOW THIS AGREEMENT WITNESSETH AND IT IS AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
1.1. Definitions
Wherever used in this Agreement (unless the context shall otherwise require) the
following expressions shall have the following meanings:
"APPROPRIATE AUTHORITY" Any governmental or quasi-government
authority or agency authorized under any
written law in force in Malaysia to
supply electricity, water, telephone and
other amenities.
"BUSINESS" The business of the Tenant being
electronic manufacturing services.
"COMMENCEMENT DATE" The date on which the Term shall commence
which date is stated in Item 5(b) of the
FIRST SCHEDULE hereto annexed.
"COMPLETION DATE" means the date of completion of the Joint
Venture Agreement;
"DEMISED PREMISES" The premises to be let by the Landlord to
the Tenant, particulars whereof are set
out in Item 4 of the FIRST SCHEDULE
hereto annexed and which expression shall
include all or any part thereof.
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"EXPIRY DATE" The date on which the Term is deemed to
be terminated by effluxion of time
(unless sooner determined or otherwise
extended under the provisions hereof),
which date is stated in Item 5(c) of the
FIRST SCHEDULE hereto annexed.
"FIRST RENEWAL TERM" The term of years to be granted on a
renewal of the tenancy of the Demised
Premises in accordance with Clause 7.1,
which renewal term is stated in Item 9 of
the FIRST SCHEDULE hereto annexed.
"FIRST RENEWAL TERM
EXPIRY DATE" The date on which the First Renewal Term
is deemed to be terminated by effluxion
of time (unless sooner determined or
otherwise extended under the provisions
hereof), which date is stated in Item
5(d) of the FIRST SCHEDULE hereto
annexed.
"JOINT VENTURE
AGREEMENT" means the joint venture agreement between
TFS International, Ltd., TFS
International II, Ltd., Unico Systems Sdn
Bhd, Unico Holdings Berhad and the Tenant
dated April 1, 2003;
"LANDLORD" The party whose name and description are stated in Item 2 of the
FIRST SCHEDULE hereto annexed, which expression shall include its
successors-in-title and assigns.
"LANDLORD'S
FITTINGS" The Landlord's fixtures and fittings to
be included in the tenancy hereby granted
including without limitation the items
which particulars whereof are described
in the Second Schedule hereto annexed and
which expression shall include all or any
part thereof or any replacement or
substitution thereof.
"MONTH" A period calculated from any specific day
up to and including the day numerically
corresponding to that specific day in the
relevant subsequent month or if there
shall be no such day or such subsequent
month, then the period shall expire on
the last day of that month.
"RENT" The amount payable by the Tenant to the
Landlord monthly in advance as rent
during the Term hereby granted, which
amount is stated in Item 6 of the FIRST
SCHEDULE hereto annexed and which
expression shall include the Revised
Rent.
"RENT DEPOSIT" The amount payable forthwith by the
Tenant to the Landlord as deposit to
secure the due observance and performance
of the covenants on the part of the
Tenant herein contained, which amount is
stated in Item 7 of the FIRST SCHEDULE
hereto annexed.
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"REVISED RENT" means the Rent for the tenancy of the
Demised Premises during the Second
Renewal Term, determined in accordance
with Clause 7.3.
"SECOND RENEWAL
TERM" The term of years to be granted on a
second renewal of the tenancy of the
Demised Premises in accordance with
Clause 7.2, which term is stated in Item
10 of the FIRST SCHEDULE hereto annexed.
"UTILITIES CHARGES" means all charges and outgoings in
respect of electricity, water, gas (if
any), telephone and other utilities
consumed and used by the Tenant in the
Demised Premises.
"UTILITIES DEPOSIT" means the deposit for the payment by the
Tenant of the Utilities Charges, which
amount is stated in Item 8 of the FIRST
SCHEDULE hereto annexed.
"TENANT" The party whose name and description is
stated in Item 3 of the FIRST SCHEDULE
hereto annexed, which expression shall
include its successors-in-title and
permitted assigns, as the case may be.
"TERM" The term of years hereby granted for the
tenancy of the Demised Premises, which
term is stated in Item 5(a) of the FIRST
SCHEDULE hereto annexed.
"YEAR" A period of three hundred and sixty five
(365) days.
Words importing masculine gender shall include the feminine and neuter genders.
Words importing the singular shall include the plural number and vice versa.
References to any statute or legislation include any statutory amendment or
re-enactment thereof. All references to Clauses and Schedules are unless
otherwise provided, references to Clauses of and Schedules to this Agreement.
The headings of this Agreement are inserted for convenience only and shall not
define or limit the provisions hereof. Where there are two or more persons
included in the expressions "the Landlord" and /or " the Tenant" all covenants
agreements and stipulations expressed to be made by the Landlord shall be deemed
to be made by such persons jointly and severally.
2. AGREEMENT FOR TENANCY
2.1. Grant of Tenancy
In consideration of the Rent and the Tenant's covenants hereinafter
reserved and contained, the Landlord let and the Tenant takes the
Demised Premises.
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2.2. Term of Tenancy
The tenancy herein granted shall be for a Term commencing from the
Commencement Date and expiring on the Expiry Date, subject to the
provisions for sooner determination hereinafter contained.
2.3. Rent Reserved
(a) The Rent hereby reserved in the amount stated in Item 6 of the
FIRST SCHEDULE hereto annexed shall be paid without any
deduction whatsoever monthly in advance on or before the 7th
day of the month, save that the first payment of Rent shall be
made on the Commencement Date, pro-rated to the amount of days
remaining in that month.
(b) In respect of the final month of the tenancy of the Demised
Premises, the payment of Rent shall be made no later than the
7th day of that month, pro-rated to the amount of days
remaining in that month.
3. TENANT'S COVENANTS
3.1. Tenant's Covenants
The Tenant hereby covenants with the Landlord as follows:
(a) To Pay Rent
To pay the Rent reserved punctually on the days and in the
manner aforesaid.
(b) To Pay Rent Deposit and Utilities Deposit
Upon the execution of this Agreement to deposit with the
Landlord the Rent Deposit and Utilities Deposit stipulated in
Items 7 and 8 respectively of the FIRST SCHEDULE and such
deposit less any monies found to be due and owing by the
Tenant under the provisions herein, shall be refunded free of
interest to the Tenant within fourteen (14) days after the
expiration or determination of the tenancy, failing which the
Landlord shall further pay to the Tenant an agreed interest
calculated at the then prevailing Base Lending Rate of Malayan
Banking Berhad on the Rent Deposit and Utilities Deposit from
the expiry of the fourteen (14) day period up to the date of
the actual payment thereof. The Rent Deposit and Utilities
Deposit shall not be taken to be or treated as payment of Rent
in ascertaining whether Rent has been in arrears.
(c) Restriction on Assignment, Sublet, etc
Not to assign, sublet, part with, share possession or grant
any licenses for use of the Demised Premises or any part
thereof without prior written consent of the Landlord.
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(d) To Keep in Repair
To keep the interior of the Demised Premises, the flooring and
interior plaster or other surface material or rendering on
walls and ceilings including sanitary apparatus, pipes, doors,
windows, glass, shutters, locks, fastenings, electric wire,
installations for light and power and other fixtures or
additions thereto and the Landlord's Fittings (if any) thereon
in good and tenantable repair and clean condition (fair, wear
and tear and damage by fire, xxxxx, xxxxxxx, riot and other
causes beyond the Tenant's control excepted) and to replace or
to repair any part of the Demised Premises and the Landlord's
Fittings therein which shall be broken or damaged due to
malicious negligence or careless acts or omissions of the
Tenant.
(e) To Inform Landlord of Damage
To immediately inform the Landlord of any damage caused to the
Demised Premises or to any electrical, mechanical or
air-conditioning fittings and other fittings within P3.
(f) To Permit Landlord to Enter View and Execute Repairs
To permit the Landlord its agents or workmen to enter upon the
Demised Premises at all reasonable hours and provided
reasonable advance written notice has been served on the
Tenant, to view the condition thereof and to issue notice in
writing addressed to the Tenant of all defects and damage then
found and the Tenant shall make good the same according to
such notice where reasonable and if the Tenant shall fail so
to do, the Tenant shall permit the Landlord to enter upon the
Demised Premises for the purpose of carrying out such repairs
at reasonable costs and the costs thereof shall on demand be
forthwith repaid by the Tenant to the Landlord.
(g) Not to Break Walls or Make Alterations
Not to break open or damage any part of the structural walls
of the Demised Premises or otherwise make any additions or
alterations in the structure or layout thereof without prior
consent in writing of the Landlord PROVIDED that subject to
such consent aforesaid the Tenant in breaking open the
structural walls for any electrical installation or office
partitions shall do so at its own costs and in a good and
workmanlike manner AND all such electrical installations or
office partitions affixed or fastened to the Demised Premises
or any part thereof shall belong to the Landlord and shall not
be removed, unless expressly excluded by prior written consent
of the Landlord. Where such written exclusion is sought and
obtained, the Tenant hereby covenants to make good to the
satisfaction of the Landlord any damage done to the Demised
Premises or any part thereof by the installation use and
removal of any of such fittings belonging to the Tenant.
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(h) Structural Changes
Not to carry out any structural changes or substantial
renovations or alterations to the Demised Premises without the
Landlord's written consent to such changes. In the event such
changes have been consented to by the Landlord, the Landlord
reserves the right to demand the removal of such changes or
renovations at the end of the Tenancy and the cost and expense
of removing the same shall be borne and paid by the Tenant.
(i) Excessive Load
The Tenant shall not place or permit to be placed upon the
floor of the Demised Premises a load in excess of the weight
stated in Item 11 of the First Schedule and shall when
required by the Landlord distribute any load on the floor of
the Demised Premises in accordance with the directions and
requirements of the Landlord. In the interpretation and
application of this Clause 3.01(i), the decision of the
Landlord's consultants, engineers, surveyors or architects
shall be final and binding upon the Tenant.
(j) Not to Use for Illegal or Immoral Purposes
Not to use or permit or suffer the Demised Premises or any
part thereof to be used for any illegal or immoral purposes.
(k) Specified Use Only
To use and occupy the Demised Premises to carry on the
Business of the Tenant only and not for any other purpose.
(l) To Comply with Notices
Upon the receipt of any notice, order, direction or other
thing from a competent authority affecting or likely to affect
the Demised Premises whether the same shall be served directly
on the Tenant or the original copy thereof be received from
any other lessee or other person whatsoever the Tenant will so
far as such notice, order, direction or other thing or the
ordinance regulations or other instrument under and by virtue
or which it is issued or the provisions hereof require of the
Tenant to do so comply therewith at its own expenses and will
forthwith deliver to the Landlord a copy of such notice order
or other thing.
(m) Inflammable Substance on Premises
Not to store or bring upon the Demised Premises arms,
ammunition or unlawful goods, gunpowder, petrol, kerosene or
any explosive or combustible substance in any part of the
Demised Premises (save as required for the Business) and not
to do or permit or suffer to be done anything whereby the
policy or policies of insurance on the Demised Premises
against loss or damage by fire for the time being subsisting
may become void or voidable or whereby the rate of premium
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thereon may be increased and to make good all damages suffered
by the Landlord and to repay to the Landlord all sums paid by
the Landlord by way of increased premiums and all expenses
incurred by the Landlord in or about any renewal of such
policy or policies rendered necessary by a breach or
non-observance of this covenant.
(n) Advertisement
Any placard, poster, notice, advertisement, name, or sign
erected, attached or exhibited by the Tenant shall at the
expiry or termination of the tenancy be dismantled by the
Tenant at its own expense. Any placard, poster, notice,
advertisement, name or sign erected, allocated or exhibited by
the Tenant which is not in conformity with this present
covenant shall forthwith be dismantled at the cost of the
Tenant unless otherwise agreed to by the Landlord in its
absolute discretion.
(o) Not to Permit Nuisances, etc.
Not to do or suffer the Demised Premises or any part thereof
any act, matter or thing, whatsoever which may be or tend to
the nuisance, annoyance, damage or disturbance of the Landlord
or the owners, tenants, lessees or occupiers of any adjoining
or neighbouring property.
(p) Laws and Regulations
Not to do or permit to be done on the Demised Premises
anything which will or may infringe any of the laws, by-laws
or regulations made by the government, the local town board or
any competent authority affecting the Demised Premises.
To obtain and maintain at its own expense all licenses,
permits, registrations (including trade name) and other
consents necessary for the conduct of the Business;
(q) To Keep Clean the Premises etc.
At all times to keep clean the Demised Premises and not to
cause or permit any obstruction to the entrance, exit,
passageways, stairways, pavements, drains, pipes, toilets,
drainage or sewerage systems and other areas, the use of which
is common to the Demised Premises and to other premises.
(r) To Repaint Interior and Exterior Walls
To repaint the interior and exterior walls of P3 with a single
coat of paint of the original colour no less than two (2)
months prior to the expiration of this tenancy.
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(s) To Yield Up
At the expiration or determination of this tenancy peaceably
to surrender and yield up to the Landlord the Demised Premises
in good tenantable repair and condition and in proper working
order (fair, wear and tear and damage by fire, xxxxx, xxxxxxx,
riot and other causes beyond the Tenant's control excepted)
AND IT IS AGREED that the foregoing covenant shall apply and
attach to all fixtures or fittings affixed or fastened to the
Demised Premises or any part thereof by the Tenant AND that
the Tenant may from time to time substitute the Landlord's
Fittings of at least as good a kind or quality as and not less
suitable in character nor of less value than those for which
they are respectively to be substituted and in any such case
this present covenant shall attach and apply to the things so
substituted.
4. LANDLORDS' COVENANTS
4.1. Landlord's Covenants
The Landlord hereby covenants with the Tenant as follows :
(a) That in consideration of the Tenant duly paying the rent
hereby reserved and observing and performing the several
covenants and stipulations herein the Tenant shall peaceably
hold and enjoy the Demised Premises during the said Term
without any disturbances by the Landlord or any person
lawfully claiming under or in trust for the Landlord;
(b) At all times throughout the Term hereby created to keep the
Demised Premises insured (excluding the Tenant's fixtures,
fitting, furniture and stocks) against loss or damage by fire
and to pay all premiums incurred;
(c) To pay all present and future quit rent, assessment, property
tax or other rates and impositions of like nature by
whatsoever name levied in respect of the Demised Premises;
(d) To keep the main structure the main drains and the main pipes
and the external wall of the Demised Premises in good and
tenantable repair and conditions unless it is damaged by
malicious negligence or careless acts or omissions of the
Tenant its servants employees agents invitees or licensees;
(e) To refund the Rent Deposit and Utilities Deposit to the Tenant
within fourteen (14) days after the Tenant shall have:
(i) yielded up vacant possession of the Demised Premises
to the Landlord in good and substantial repair and
condition and in accordance with the covenants herein
contained; and
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(ii) provided evidence satisfactory to the Landlord that
it has settled all arrears of Rent and Utilities
Charges.
PROVIDED in default of the aforesaid the Landlord
shall be at liberty to deduct therefrom such sum or
sums as may be required to cover all arrears of Rent
and the cost of carrying out any repair that should
have been undertaken by the Tenant;
(f) Notwithstanding anything in this Agreement, the Landlord shall
ensure that the Tenant is permitted to carry out renovations
and alterations, (structural or otherwise), and create
partitions in (whether permanent or temporary) to the Demised
Premises or any part thereof in accordance with the business
requirements of the Tenant.
5. BREACH AND TERMINATION
5.1. Forfeiture on Breach
If:
(1) the Rent hereby reserved or any part thereof shall at any time
be unpaid for fourteen (14) days after becoming payable
(whether formally demanded or not);
(2) any of the covenants on the part of the Tenant herein
contained shall not be performed or observed;
(3) the Tenant shall enter into any composition for the benefit of
its creditors or shall suffer any distress or execution to be
levied on the its goods or have a receiving order made against
it or shall become bankrupt;
then and in any of the said cases it shall be lawful for the Landlord
to issue to the Tenant a notice in writing:
(a) specifying the particular breach complained of; and
(b) if the breach is capable of remedy, requiring the Tenant to
remedy it,
and in the event that the Tenant shall fail within fourteen (14) days
after the service of such notice on the Tenant including the day of
such service, to remedy the breach (if it is capable of remedy) to the
satisfaction of the Landlord, it shall be lawful for the Landlord at
any time thereafter to forfeit this tenancy and to re-enter onto the
Demised Premises or any part thereof in the name of the whole and
thereupon this tenancy shall absolutely determine but without prejudice
to the right of action of the Landlord in respect of any antecedent
breach by the Tenant of the covenants herein contained.
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6. FIRES, ACCIDENTS AND OTHER SPECIFIED EVENTS
6.1. Suspension of Rent
If the Demised Premises or any part thereof shall be destroyed or
damaged by fire (except where the fault or negligence of the Tenant has
caused the fire) lightning, flood, storm, explosion or in any way
rendered unfit for use or occupation for a period greater than one (1)
month, then the rent hereby covenanted to be paid or a fair proportion
thereof according to the nature and extent of the damage sustained
shall be suspended until the Demised Premises shall again be rendered
fit for habitation and use. The period in which the rent has been
suspended shall be extended into the Term of tenancy granted herein
PROVIDED THAT in such event the Tenant may determine the tenancy by
giving one (1) month's notice in writing and be entitled to the return
of the Rent Deposit and Utilities Deposit within fourteen (14) days
from the date of such termination but without prejudice to the rights
and remedies of either party against the other in respect of any
antecedent claim or breach of covenant AND PROVIDED FURTHER THAT
nothing in this clause shall render it obligatory on the Landlord to
restore, reinstate or rebuild the Demised Premises or any part thereof,
if the Landlord in its absolute discretion does not desire to do so in
which event the Landlord shall be entitled to terminate this tenancy by
one (1) month's notice in writing to the Tenant and upon such
termination neither party shall have any claims against the other save
and except in respect of any antecedent claim or breach of covenant.
6.2. Damage by Fire etc.
(a) If the Demised Premises or any part thereof shall be destroyed or
damaged by fire (except where such fire has been caused by the fault or
negligence of the Tenant) earthquakes, riot, civil commotion or Act of
God or other inevitable cause without default of the Tenant so as to
render the Demised Premises, in the opinion of the relevant authorities
to be unfit for occupation and use by the Tenant then in such an event,
the Tenant shall have the right to determine the Tenancy by giving a
notice in writing to the Landlord within fourteen (14) days upon
receipt of the written confirmation by the relevant authorities
whereupon the Landlord shall refund the Rent Deposit and Utilities
Deposit to the Tenant within thirty (30) days of receipt of the
Tenant's notice of termination.
(b) In the event that the Tenant fails to exercise the right as provided
for under Clause 6.02(a) within fourteen (14) days upon receipt of the
said written confirmation by the relevant authorities then the rent
hereby covenant to be paid or a fair proportion hereof according to the
nature and extent of the damage sustained shall be suspended from the
date of such destruction or damage (hereinafter referred to as the
"DESTRUCTION DATE") until the Demised Premises shall again be rendered
fit for occupation and use by the Tenant within two (2) months from the
Destruction Date.
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6.3. Accidents on Premises
The Landlord shall not be responsible to the Tenant or the Tenant's
licensees, servants, agents or other persons in the Demised Premises or
calling upon the Tenant for any accident happening or injury suffered
or damage to or loss of any chattel or property sustained on the
Demised Premises or in the building of which the Demised Premises form
part SAVE WHERE the accident occurred due to the fault or negligence of
the Landlord, in which event the Landlord shall make reasonable
compensation to the persons suffering such loss, injury or damage.
7. OPTION FOR RENEWAL
7.1. First Renewal Option
If either the Landlord or the Tenant intends for the tenancy of the
Demised Premises to be extended for the further term stated in Item 9
of the FIRST SCHEDULE hereto ("FIRST RENEWAL TERM"), the Landlord or
the Tenant may give written notice to the other party not later than 3
months before the Expiry Date, and the Landlord shall grant, and the
Tenant shall take, at the cost of the Tenant a new tenancy of the
Demised Premises for the First Renewal Term beginning from the Expiry
Date upon covenants and stipulations identical to those as are herein
contained with the exception of this covenant for renewal and other
provisions contained in clause 7.02 and 7.03, provided always that
where the Tenant seeks to extend the tenancy of the Demised Premises,
it shall be incumbent on the part of the Tenant to have fulfilled and
/or performed the following conditions precedent:
(a) the Tenant shall have paid the Rent hereby reserved,
(b) the Tenant shall have performed and observed all the covenants
and obligations on the Tenant's part contained until the
Expiry Date.
7.2. Second Renewal Option
If, during the First Renewal Term, the Tenant shall be desirous of
tenanting the Demised Premises for a further term or terms of years as
stated in Item 10 of the FIRST SCHEDULE hereto ("SECOND RENEWAL TERM"),
the Tenant shall give written notice of such desire to be served upon
the Landlord no later than 3 months before the First Renewal Term
Expiry Date and subject to the fulfillment of the following conditions
precedent:
(a) that the Tenant shall have paid the Rent hereby reserved,
(b) that the Tenant shall perform and observe all the covenants
and obligations on the Tenant's part contained until the First
Renewal Term Expiry Date,
then the Landlord will grant to the Tenant at the cost of the Tenant a
new tenancy of the Demised Premises for the Second Renewal Term
beginning from the First Renewal Term Expiry Date upon covenants and
stipulations identical to those as are herein
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contained with the exception of this covenant for renewal and other
provisions contained in clauses 7.01 and 7.03.
7.3. Revised Rent
(a) Upon receipt of the Tenant's written notice stating its
intention to tenant the Demised Premises for the Second
Renewal Term, the Landlord shall inform the Tenant of the
Revised Rent, which is to be based on the then prevailing
market rental rates for property similar in nature, use and
location to the Demised Premises.
(b) Upon receipt of written notice of the Revised Rent, the Tenant
shall be entitled to negotiate the Revised Rent with the
Landlord for a period of one month (or such longer period as
the Tenant and Landlord may mutually agree). If at the end of
such period, the Landlord and the Tenant are unable to agree
on the Revised Rent, the Tenant shall be entitled to withdraw
its notice to take up the Second Renewal Term and shall be
under no obligation to tenant the Demised Premises for the
Second Renewal Term.
8. REPRESENTATIONS AND WARRANTIES
8.1. Each of the parties hereby represents and warrants to the other that:
(a) it has full power and authority to enter into this Agreement.
(b) the execution delivery and performance of this Agreement does
not exceed the power granted to it or violate the provisions
of its Memorandum and Articles of Association; and
(c) no winding-up petition has been presented against it nor any
receivers or managers appointed.
9. MISCELLANEOUS
9.1. Notices
(a) Any notice, consent, request, claim, demand, instruction or
other communication required or contemplated by this Agreement
to be given by any party shall, unless otherwise specified
herein, be in the English language and be delivered.
(i) by hand, by postage-prepaid registered airmail or
express package service addressed to the party for
which it is intended at the address specified in this
Agreement or at such other address as shall be
notified in writing by the respective parties.
Notices shall be effected on the date of delivery as
evidenced by the postal receipt or other written
receipt; or
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(ii) by facsimile to the numbers below (or to such other
numbers as notified by the parties from time to time
in accordance with this Clause) and shall be deemed
to have been received by the addressee upon
completion of transmission with correct answer back
provided that the confirmation copy of the facsimile
is sent to the addresses by hand or postage-prepared
registered airmail.
(b) Any such notice, consent, request, claim, demand, instruction
or other communication shall be addressed as follows:
THE LANDLORD: Geok Hong Sdn Bhd
0xx Xxxxx, Xxxxxx XXX, Xxxxx Xxxxxxx
00 Xxxxx Xxxx
00000 Xxxxx Xxxxxx
Tel No : (000) 0000 0000
Fax No: (000) 0000 0000
With copy to : Xxxxx & Xxxxxxxx
27th Floor, West Wing
Menara Xxxxxxx
Xxxxx Xxx Xxxxx
00000 Xxxxx Xxxxxx
Attention - Xxxxxx Xxxx
Tel : (000) 0000 0000
Fax : (000) 0000 0000
THE TENANT: Mattline Industries Sdn Bhd
Xxxxx 00, Xxxxx X
Xxxxxx Xxxxx
Xxxxx Xxxxxx Xxxx Xxxxxx
00000 Xxxxx Xxxxxx
Tel. No: (000) 0000 0000
Fax No: (000) 0000 0000
With copy to : Xxxx & Partners
Level 41, Suite A
Menara Maxis
Xxxxx Xxxxxx Xxxx Xxxxxx
00000 Xxxxx Xxxxxx
Tel No : (000) 0000 0000
Fax No : (000) 0000 0000
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or to such other address as a party may from time to time designate by
notice to the others.
9.2. Time of Essence
Time wherever mentioned shall be of the essence of this Agreement.
9.3. Amendments and Severability
No provision of this Agreement may be amended, waived, discharged or
terminated orally, nor may any breach of any provision of this
Agreement be waived or discharged orally. If at any time any provision
of this Agreement is or becomes illegal, invalid or unenforceable in
any respect, the remaining provisions of this Agreement shall in no way
be affected or impaired thereby.
9.4. Exclusion
The parties hereto admit and declare that this Agreement with the
schedules and appendices annexed thereto (except otherwise agreed,
varied, modified or supplemented in writing) contains the entire
agreement between the parties and that all representations made by or
on behalf of the Landlord or the Tenant (whether oral or otherwise) not
embodied herein are hereby expressly excluded and negated.
9.5. Waiver
No failure or delay on the part of any party hereto in exercising nor
any omission to exercise any right power privilege or remedy accruing
hereunder upon any default on the part of the other shall impair any
such right, power, privilege, remedy or be construed as a waiver
thereof or an acquiescence in such default nor shall any action or
omission to act by the said party in respect of any default or any
acquiescence in any such default affect or impair any right, power,
privilege or remedy in respect of any other subsequent default.
9.6. Binding Effect
This Agreement shall be binding on the permitted assigns or
successors-in-title (as the case may be) of the parties hereto.
9.7. Assignment
No part of this Agreement may be transferred or assigned by any of the
parties without the prior written consent of the other.
9.8. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with
the laws of Malaysia. The parties hereby submit to the non-exclusive
jurisdiction of the Malaysian courts.
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9.9. Expenses and Costs
Each party shall bear its own solicitors' fees in the preparation of
this Agreement and all other disbursements incidental thereto but the
stamp duty payable for this Agreement shall be borne by the Tenant
solely.
9.10. Interpretation of Headings
The headings of each of the clause contained herein are inserted merely
for convenience of reference and shall be ignored in the interpretation
and construction of any of the provisions.
[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF the parties hereto have hereunto set their hands the day and
year first above written.
SIGNED by /s/Xxxxxx Xxxxxx, Director )
)
for and on behalf of )
MATTLINE INDUSTRIES SDN BHD )
in the presence of : )
SIGNED by /s/Xxxx Xxxxx Xxx, General )
Manager, Finance )
for and on behalf of )
GEOK HONG SDN BHD )
in the presence of :- )
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FIRST SCHEDULE
(Which is to be taken read and construed as an essential part of this Agreement)
Item Description Particulars
---- --------------------- ----------------------------------
1. Date of Agreement April 1, 2003
2. Landlord Geok Hong Sdn Bhd
3. Tenant Mattline Industries Sdn Bhd
4. Demised Premises HSD 31775, PT 3222 at Mukim 1, Seberang
Perai Tengah, Pulau Pinangupon which a
factory building is situated
5(a) Term of Tenancy Three years
5(b) Commencement Date The later of 1 May 2003 or the Completion
Date
5(c) Expiry Date Third Anniversary
of the Commencement Date
5(d) First Renewal Term Expiry Date First Anniversary of the
expiry of the Term
6. Rent RM240,000 a month
7. Rent Deposit Equivalent to two months Rent
8. Utilities Deposit Equivalent to one month's Rent
9. First Renewal Term One year
10 Second Renewal Term Two years
11. Weight Load [______] kg
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