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EXHIBIT 6.1
THIS TENANCY AGREEMENT is made the ____ day of __________ Two Thousand
One (2001) between CDL LAND PTE LTD, a company incorporated in Singapore and
having its office at Xx. 00 Xxxxxxxx Xxxx, #00-00 Xxxx Xxxxx, Xxxxxxxxx 000000
(hereinafter called "the Landlord" which expression shall where the context so
admits include the person company or body for the time being entitled to the
reversion immediately expectant on the term hereby created) of the one part and
SR SINGAPORE PTE LTD, A COMPANY INCORPORATED IN SINGAPORE AND HAVING ITS
REGISTERED XXXXXX XX XX. 0 XXXXXXX XXX #00-00/00, XXXXXXXXX
068803------------------------------ (hereinafter called "the Tenant" which
expression shall where the context so admits include its successors and
permitted assigns) of the other part.
WITNESSETH as follows:
1. In consideration of the rents, service charges, and Tenant's covenants
Demise hereinafter reserved and contained, the Landlord HEREBY LETS unto the
Tenant ALL that the premises more particularly described in the Schedule hereto
(hereinafter referred to as "the Demised Premises") being part of the building
known as "NO. 0 XXXXXXX XXX", situated at Xx. 0 Xxxxxxx Xxx, Xxxxxxxxx 000000"
(hereinafter referred to as "the Building") TOGETHER WITH (but to the exclusion
of all other liberties, easements, rights or advantages):
(a) the right for the Tenant and others duly authorized by the
Tenant but only so far as necessary and as the Landlord can
lawfully grant the same of ingress to and egress from the
Demised Premises in over and along all the usual entrances,
landings, passenger lifts and passageways leading thereto in
common with the Landlord and
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all others so authorized by the Landlord and all other persons
entitled thereto;
(b) the right for the Tenant and others duly authorized by the
Tenant to the user of such toilet facilities in the Building
as shall be designated from time to time in writing by the
Landlord but such user shall be in common with the Landlord
and all others so authorized by the Landlord and all other
persons so entitled thereto;
(c) the right for the Tenant and all others authorized by the
Tenant to the use and benefit of the air-conditioning system
installed in the Budding in common with the Landlord and all
others so authorized by the Landlord and all other persons
entitled thereto;
EXCEPTING AND RESERVING unto the Landlord the free and uninterrupted
use of all water and other pipes, electric, telephone and other wires,
conduits, flues and drains in through or under the Demised Premises TO
HOLD the Demised Premises unto the Tenant for the term of TWO (2) YEARS
SEVEN (7) MONTHS AND FIFTEEN (15) DAYS from the 17TH day of JANUARY
2000 (hereinafter referred to as "the said term") YIELDING AND PAYING
THEREFOR unto the Landlord during the said term:
1.1 the monthly rent of DOLLARS FOUR THOUSAND THREE HUNDRED AND
SIXTY ONLY Rent
($4,360.00)---------------------------------------------------
----
(hereinafter referred to as "the monthly rent")
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1.2 the monthly service charge of DOLLARS ONE THOUSAND SEVEN
HUNDRED AND FORTY-FOUR ONLY ($1,744.00)----------------------
(hereinafter referred to as "the monthly service charge")
The said monthly rent and monthly service charge in respect of the Demised
Premises are payable monthly in advance clear of all deductions on the first day
of each and every month the first payment or apportioned payment thereof to be
made on the 17TH day of JANUARY 2000 and each subsequent payment to be made on
the first day of every succeeding month.
All payments due and payable by the Tenant under this Agreement (including but
not limited to rent and service charge payments) shall be deducted by the
Landlord or its duly authorized agents, from the Tenant's giro account. The
Tenant shall open the said giro account, prior to the execution of the Lease
Agreement. The Tenant shall take all necessary steps to ensure at all times that
the said giro account is fully maintained throughout the period of the Lease
Term and undertakes to ensure that the said giro account shall have sufficient
funds to facilitate the said deduction by the Landlord or its duly authorized
agents. The Tenant shall further undertake to sign any documents to facilitate
the opening and/or maintenance of the said giro account.
2. The service charge shall be calculated at the rate of $1.00 per square
foot ($10.764 per sq. m.) per month on the area of the Demised Premises let to
the Tenant during the term hereby created and shall be subject to the following
provisions:
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2.1 The Landlord shall be entitled at any time and from time to time to
increase the service charge by written notice in that behalf subject to the
provisions hereinafter s hereinafter contained.
2.2 If there is any increase in the Outgoings of the Building, the Tenant
shall be liable to pay an additional service charge in each and every month
representing the apportioned extra cost as is attributable to the Demised
Premises. For the purpose of ascertaining the additional service charge payable
all increases in the Outgoings of the Building shall be apportioned in the
proportion by which the floor area of the Demised Premises bears to the total
area of the rentable floor space in the Building including any floor space
occupied by the Landlord and a statement (hereinafter called "the said
Certificate") by the Landlord certifying the amount of the increase in Outgoings
of the Building on a per square foot basis (or its metric equivalent) and the
effective date of such increase (accompanied by a certificate from a firm of
auditors appointed by the Landlord verifying the said Certificate) shall be
accepted by the Tenant as conclusive and binding of the matters so certified.
The said Certificate shall be in the form annexed to this Agreement, as Annexe 1
or such other form as may from time to time be prescribed by the Landlord. The
increase in service charge shall be chargeable and payable with effect from the
date specified in the said Certificate as the effective date of the increase in
Outgoings of the Building. If there shall be any additional service charge
payable from a date prior to the issuance of the said Certificate the aggregate
amount of such additional service charge shall be payable by the Tenant
forthwith upon the issuance of the said Certificate. Additional service charge
for the period after the issuance of the said Certificate shall be added to the
prevailing service charge and such aggregate sum
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shall be and remain the service charge until further increased by the Landlord
under this Clause 2.
2.3 The term "Outgoings of the Building" where used in this Agreement shall
mean the total sum of all outgoings, costs and expenses of the Landlord assessed
or assessable, charged or chargeable, paid or payable or otherwise incurred in
respect of the Building (including in such term for the purposes of this Clause
the curtilage of the Building and all levels thereof including, but without
limiting the generality of the foregoing, those levels below ground level
whether used for the parking of motor vehicles or otherwise) and in the control,
management, maintenance of the Building and in particular but without limiting
the generality of the foregoing shall include:
2.3.1 All charges for and costs in relation to the supply of water
and removal of all sewerage waste and other garbage from the
Building and the land on which the Building is erected;
2.3.2 All amounts payable in respect of insurances relating to the
Building and the equipment and appliances therein including
without limiting the generality of the foregoing fire and
public liability insurance, theft/burglary insurance of
Landlord's property in the Building, and Workmen's
Compensation/Common Law Liability insurance for the personnel
mentioned in Clause 2.3.4 hereof;
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2.3.3 All costs in relation to management, control and
administration of the Building including the employment of
security staff and attendants and the management fee payable
from time to time by the Landlord to its management agents (if
any) for the Building;
2.3.4 The cost of uniforms, salaries, wages, bonuses, allowances and
other emoluments, remuneration and benefits of all personnel
(whether employed by the Landlord or its management agents)
engaged in the operation and maintenance of the Building as
well as payroll tax and Central Provident Fund and other
statutory contributions or charges in respect thereof;
2.3.5 The cost of operating and maintaining the Building and
supplying all services from time to time provided by the
Landlord for tenants and occupiers of the Building including
without limiting the generality of the foregoing repairs and
replacements, repainting and redecoration of the Building and
the maintenance, repair and renovation of all lifts,
air-conditioning plant, sanitary, plumbing and drainage
equipment, fire-fighting equipment and other plant and
equipment required in connection with any of such services;
2.3.6 All charges (including surcharges and taxes thereon) for
lighting, power, air-conditioning and ventilation incurred in
connection with the Building including without limiting the
generality of the foregoing in connection with
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the entrances, landings, lifts, lobbies, corridors, passages,
car parks, stairways and water-closets and any other common
areas;
2.3.7 The cost of the cleaning of the exterior of the Building
(including all windows) and the common areas of the Building
including without limiting the generality of the foregoing the
entrances, landings, lifts, lobbies, corridors, passages, car
parks, stairways and water-closets and any other common areas
and the landscaping thereof;
2.3.8 The expenses of the Landlord in supplying paper, soap and
other toilet requisites in the water-closets.
2.3.9 A monthly contribution towards a sinking fund for the
following items:
(a) lifts;
(b) fire fighting systems;
(c) sanitary, plumbing and drainage equipment;
(d) transformer, switchboard and generator;
(e) air-conditioning and mechanical ventilation the amount
of such contribution to be determined by a
professionally qualified appraiser.
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3. The Tenant hereby covenants with the Landlord as follows:
3.1 On or before the execution of this Tenancy Agreement, there
shall be paid by the Tenant to the Landlord a sum equal to the
rent and service charge in respect of the Demised Premises for
a three (3) month period in cash by way of a deposit and such
deposit shall be held by the Landlord to secure the due
performance and observance by the Tenant of all and singular
the several covenants conditions stipulations and agreements
on the part of the Tenant contained herein and if the Tenant
shall fail to perform and observe any of the said covenants
conditions and stipulations and agreements then such part of
the said deposit as shall be necessary to remedy such failure
to perform and observe shall be forfeited by the Landlord and
applied thereto (without prejudice to the Landlord's right of
action against the Tenant to the extent that the said deposit
shall be insufficient for the purpose) but the Tenant shall
not be entitled to deduct or set-off from any rental or
service charge payments due hereunder all or any part of the
said deposit PROVIDED ALWAYS that if the Tenant shall duly
perform and observe all the said covenants conditions
stipulations and agreements as aforesaid from the date hereof
up to and including the date of expiration of the term to be
created the Landlord shall within one (1) month after such
expiration repay the said deposit to the Tenant free of
interest and less any amounts forfeited as aforesaid. In the
event that the service charge set out herein is increased from
time to time in the manner provided in Clause 2 hereof the
said deposit shall likewise be increased accordingly and the
difference paid by the Tenant to the Landlord within seven (7)
days after the date of the Landlord's written demand in that
behalf. If any amount shall be forfeited by the Landlord from
the said deposit in accordance herewith, the Tenant shall
within seven (7) days after the date of the
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Landlord's written demand in that behalf further deposit the
amount so forfeited.
3.2 To pay the said monthly rent and the said service
charge hereby reserved on the days and in the manner aforesaid
without any deduction, withholding, set off or demand
whatsoever and so that there shall be no abatement of rent or
service charge by reason of any claim by the Tenant against
the Landlord whether for non-performance or breach of the
Landlord's obligations hereunder or otherwise.
3.2.1 The rent, service charge and other sums
payable by the Tenant under this Lease
(hereinafter collectively called "the Agreed
Sum") shall, as between the Landlord and the
Tenant, be exclusive of any applicable goods
and services tax, imposition, duty and levy
whatsoever (hereinafter collectively called
"Taxes") which may from time to time be
imposed or charged before, on or after the
commencement of this Lease (including any
subsequent revisions thereto) by any
government, quasi-government, statutory,
regulatory, revenue or tax authority
(hereinafter called "the Authorities") on or
calculated by reference to the amount of the
Agreed Sum (or any part thereof) and the
Tenant shall pay all such Taxes or reimburse
the Landlord for the payment of such Taxes,
as the case may be, in such manner and within
such period as to comply or enable the
Landlord to comply with any applicable orders
or directives of the Authorities and the
relevant laws and regulations.
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If the Landlord or the Tenant (or any person on their
behalf) is required by law to make any deduction or
withholding or to make any payment, on account of
such Taxes, from or calculated by reference to the
Agreed Sum (or any part thereof):
(a) The Tenant shall pay, without requiring any
notice from the Landlord all such Taxes for
its own account (if the liability to pay is
imposed on the Tenant), or on behalf of and
in the name of the Landlord (if the
liability to pay is imposed on the Landlord)
on receipt of written notice from the
Landlord, and without prejudice to the
foregoing, if the law requires the Landlord
to collect and to account for such Taxes,
the Tenant shall pay such Taxes to the
Landlord (which shall be in addition to the
Tenant's liability to pay the Agreed Sum) on
receipt of written notice from the Landlord;
and
(b) the sum payable by the Tenant in respect of
which the relevant deduction, withholding or
payment is required on account of such
Taxes, shall be increased to the extent
necessary to ensure that after the making of
the aforesaid deduction, withholding or
payment, the Landlord or any person or
persons to whom such sum is to be paid,
receives on due date and retains (free from
any liability in respect of any such
deduction, withholding or Taxes) a net sum
equal to what would have been received and
retained had no such deduction,
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withholding or payment been required or made.
3.2.2 In addition and without prejudice to any rights,
powers or remedies of the Landlord, if the Tenant
fails or delays in the payment and discharge of any
such Taxes and the Landlord shall have duly paid such
Taxes, then the Tenant shall pay interest thereon to
the Landlord at the rate of twelve per cent (12%) per
annum from the date of payment by the Landlord of
such Taxes up to and including the date of receipt by
the Landlord from the Tenant of payment of such
Taxes.
3.2.3 The rights of the Landlord under this clause shall be
in addition and without prejudice to any other rights
or powers of the Landlord under any applicable order
or directive of the Authorities or any relevant law
or regulation, to recover from the Tenant the amount
of such Taxes which may be or is to be paid or borne
by the Landlord.
3.2.4 The Tenant shall indemnify and hold harmless the
Landlord from any losses, damages, claims, demands,
proceedings, actions, costs, expenses, interests and
penalties suffered or incurred by the Landlord
arising from any claim, demand, proceeding or action
that may be made or instituted by the Authorities in
respect of such Taxes and resulting from any failure
or delay on the part of the Tenant in the payment and
discharge of any such Taxes.
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3.3 The Landlord shall pay the first assessment in respect of the
Building. The Tenant shall pay for any increase (whether levied during
or after the tenancy period) of property tax or other imposition of a
like nature by whatever name called whether by way of an increase in
the rate of tax or imposition or an increase in the annual value and
shall pay any new imposition (including surcharge on property tax) by
whatever name called which may hereafter be levied on or in respect of
the Demised Premises relating to the tenancy period or any part
thereof. In the event of the Demised Premises not being separately
assessed but the Building being assessed as a whole then, for the
purpose of ascertaining the additional or other amount payable by the
Tenant under this Clause, any such increase in property tax or outgoing
shall be apportioned and the Tenant shall pay such proportion thereof
as the floor area of the Demised Premises bears to the total area of
the rentable floor space in the Building including any floor space
occupied by the Landlord Provided that the obligations of the Tenant
under this sub-clause shall not be extinguished by the determination of
this tenancy whether by the effluxion of time or otherwise until the
said obligations shall have been fulfilled by the Tenant.
3.4 To pay all charges including any taxes now or in the future
imposed in respect of water, electricity, and any other services
supplied and metered separately to the Demised Premises which shall be
consumed by the Tenant and charged by the Power Supply Ltd or other
appropriate authority, and in the event of such water, electricity and
other services not being supplied and metered separately to the Demised
Premises to pay to the Landlord a proportionate part of the cost
thereof, such cost to be calculated by the Landlord and notified to the
Tenant by a statement in writing. In the event of the Power Supply Ltd
or other
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equivalent authority responsible for the supply of electricity, water
and any other services supplied and used in the Building increasing the
charges therefor, the Tenant shall pay to the Landlord a proportionate
part of the increased cost thereof, such cost to be calculated by the
Landlord and notified to the Tenant by a statement in writing which
statement shall be accepted by the Tenant as conclusive and binding of
the matters therein.
3.5 To install at its own cost and expense all telephones and
teleprinters as the Tenant may require in such manner that the wires
shall not run across and the floor or ceiling or along the walls of the
Demised Premises so as to be visible in the Demised Premises but shall
be concealed and if running along the floor shall be concealed in the
respective ducts in the underfloor trunking provided by the Landlord
for the purpose and all such works shall be carried out by workmen of
or engaged by the Telecommunication Authority of Singapore or such
other appropriate authority, or in the absence of such workmen, by a
contractor nominated by the Landlord.
3.6 That before the Tenant applies to the Telecommunication
Authority of Singapore or other appropriate authority for the
installation of telephones and/or teleprinters it shall submit for the
approval of the Landlord or its engineer a plan showing where the
telephones and/or teleprinters are to be installed and if any extra
underfloor trunking and/or accessories are required by the Tenant other
than those already provided by the Landlord, the Landlord shall install
such underfloor trunking and/or accessories and the Tenant shall bear
the cost of such installation and that no wires shall be installed
within the duct intended for the carriage of
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telephone wires other than those installed by the said
Telecommunication Authority of Singapore or other appropriate
authority.
3.7 The Tenant shall carry out at its own expense the following
works:
3.7.1 Partitioning within the Demised Premises.
3.7.2 All mechanical and electrical engineering works
including:
(a) Installation of all necessary electrical
wiring, conduits, etc. for additional power
points, light fittings and all other ceiling
fixtures and fittings etc., apart from those
originally supplied and installed by the
Landlord.
(b) All alteration works relating to the
existing ceiling fixtures and fittings for
lighting, air-conditioning and fire
protection devices etc., originally supplied
and installed by the Landlord.
(c) All mechanical works of any kind whatsoever
including installation of water and other
pipes, apparatus, fittings, fixtures and
(where water is to be supplied to the
Demised Premises) all necessary plumbing.
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3.7.3 Provision of other approved floor and/or wall
covering or finishes of whatever kind within the
Demised Premises.
3.7.4 Provision of window curtains or blinds, if required,
of the type, quality and color to be approved by the
Landlord for purposes of maintaining uniformity to
the window facade of the Building.
3.8 To use for carrying out the works mentioned in Clause 3.7
hereof (hereinafter called "the said works") materials of such standard
as to type, quality, color and size as the Landlord, its architect
engineer or consultant shall approve and cause the said works to be
carried out in the Demised Premises in accordance with plans and
specifications that shall have received the prior written approval of
the Landlord, its architect engineer or consultant and the relevant
governmental and/or statutory authorities. The said works shall only be
effected:
3.8.1 In the case of any mechanical, electrical, plumbing
or air-conditioning works or installations, including
installation of wiring, conduits, ducts, vents,
pipes, appliances, apparatus, fixtures and fittings,
by a nominated contractor of the Landlord appointed
by the Tenant;
3.8.2 In all other cases by a contractor appointed by the
Tenant and approved by the Landlord, and in
accordance with approved plans and specifications and
under the supervision of an architect or engineer
appointed by the Landlord
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and the completion thereof shall be subject to
approval by the Landlord, its architect engineer or
consultant and the Tenant shall not make any
additions, alterations or renovations to the said
works after completion thereof except with the prior
approval in writing of the Landlord, such approval
not to be unreasonably withheld. The fees of any
architect, engineer or other consultant employed by
the Landlord for the purpose of considering,
approving and supervising the plans, specifications,
materials and all works carried out by the Tenant and
all other costs, charges and expenses incurred by the
Landlord in connection therewith shall be home by the
Tenant and paid by the Tenant to the Landlord on
demand. No delay in carrying out and completing all
or any of the said works (including installation of
the telephones and teleprinters) in or at the Demised
Premises, whether caused by any governmental and/or
statutory authorities or otherwise, shall be a ground
for postponing the commencement of the term of the
said Agreement or relieve in any way the Tenant from
the performance and observance of the covenants,
conditions, stipulations or agreements herein
contained and on its part to be performed and
observed.
3.9 Not to make or permit to be made any alterations in or
additions to the Demised Premises or any part thereof or the Landlord's
fixtures, fittings and decorations therein and in particular not to
make or permit to be made any such alterations or additions that will
prevent the full and unrestricted use and benefit of the
air-conditioning system to portions of the Building adjoining the
Demised Premises without having first obtained the written
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licence and consent of the Landlord, such consent not to be
unreasonably withheld, and in the event of such licence and consent
being given to carry out at the Tenant's own expense such alterations
or additions with such materials and in such manner and at such time as
shall be designated by the Landlord and upon the determination of the
term hereby created if requested by the Landlord the Tenant shall
remove all such alterations in or additions to the Demised Premises
whether constructed by the Tenant or by any previous tenants so as to
restore the Demised Premises to their original state and condition at
the expense of the Tenant.
3.10 To keep the interior of the Demised Premises including the
flooring and interior plaster or other surface material or rendering on
walls and ceilings and the Landlord's fixtures therein including doors,
windows, glass, locks, fastenings, electric wires and installations and
fittings for light and power in a clean and good state of tenantable
repair and condition (fair wear and tear excepted) and to make good to
the satisfaction of the Landlord any damage to the same howsoever
caused.
3.11 Not to employ or continue to employ in or about the Demised
Premises any cleaners other than the cleaning contractor or contractors
authorized by the Landlord to carry out the cleaning work in the
Building. Any Premises cleaners so employed by the Tenant for the
purpose of cleaning the Demised Premises shall be at the sole expense
and responsibility of the Tenant and the Landlord shall not be liable
or responsible in any way for their acts or omissions.
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3.12 To allow the person or persons for the time being having the
contract for the cleaning of the Building and his or their servants,
workmen, employees, agents, contractors and sub- contractors, free
ingress and egress to the Demised Premises for the purpose of cleaning
the exterior of the windows thereof during business hours.
3.13 Without prejudice to the provisions of Clause 3.10 hereof,
forthwith to give notice to the Landlord or its building supervisor of
any damage that may occur to the Demised Premises and of any accident
to or defects in the water pipes, electrical wiring, air- conditioning
ducts or any other fittings, fixtures or other facility provided by the
Landlord.
3.14 To permit the Landlord and its duly authorized agents with or
without workmen and others and with or without appliances at all times
(by prior appointment except in case of emergency or in case the Tenant
cannot be contacted) to enter upon the Demised Premises to examine the
state and condition thereof and to do such works and things as may be
required for any repairs, alterations or improvements to the Demised
Premises or any other part or parts of the Building and forthwith to
repair mend and make good in a proper and workmanlike manner any
defects for which the Tenant is liable and of which written notice
shall be given to the Tenant or left on the Demised Premises and to pay
the Landlord's reasonable costs of the examination or otherwise in
respect of the preparation of any such notice, and if the Tenant shall
not within fourteen (14) days after the date of such notice proceed
diligently with the execution of such repairs or works, then the
Landlord may enter upon the Demised Premises and execute such repairs
or works and the cost thereof (which shall include the cost of the
Landlord's representatives in supervising such repairs or works
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at the rate of $50.00 per man/hour or the prevailing market rate,
whichever shall be the higher) shall be a debt due from the Tenant to
the Landlord and recoverable forthwith as such.
3.15 At all times to use and occupy the Demised Premises strictly
as and for an office in connection with the business of the Tenant and
not to leave the Demised Premises vacant and/or unoccupied for any
period exceeding seven (7) days and to keep all doors and other means
of access to the Demised Premises securely fastened when the Demised
Premises are left unoccupied.
3.16 Not to store or bring upon the Demised Premises or any part
thereof arms, ammunition or unlawful goods, gun-powders, saltpetre,
chemicals, petrol, kerosene, gas or any goods or things which in the
opinion of the Landlord are of an obnoxious, dangerous or hazardous
nature or any explosive or combustible substance and not to place or
leave in the entrance of stairways, passages or corridors, lobbies or
other common parts of the Building any boxes or rubbish or otherwise
encumber the same PROVIDED ALWAYS that if combustible or inflammable
materials are stored in the Demised Premises or any part thereof with
the consent in writing of the Landlord any increase in the premium for
fire or other insurance as may have been taken out by the Landlord
shall be borne by the Tenant.
3.17 Not to use the Demised Premises or any part thereof for any
unlawful or immoral purpose and not to do or permit to be done any act
or thing which may be or become a
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nuisance to or give cause for reasonable complaint from the occupants
of adjoining premises or of other parts of the Building or of other
buildings adjoining the Building.
3.18 Not without the prior written consent of the Landlord to
permit the vendors of food or drink or the servants or agents of such
vendors to bring to or onto the Demised Premises or any part thereof or
onto the Building or any part thereof food or drink for consumption by
the occupiers or others in the Demised Premises save and except in the
case of the contractor appointed by the Landlord to provide a food and
drink service for the occupiers of the Building.
3.19 Not to use the Demised Premises or any part thereof or permit
the same to be used as a laboratory or as a workshop or for the cooking
or the preparation or storage of food nor to permit or suffer anyone to
sleep or reside therein, and to ensure that all doors of the Demised
Premises are securely fastened and locked at all times when the Demised
Premises are not occupied or remain unattended.
3.20 Not to permit or cause to be permitted the placing or parking
of bicycles, motor cycles or scooters, trolleys and other wheeled
vehicles and/or the stocking or storage or littering of goods or things
in the common parts of the Building, the corridors, passageways,
pavements and the car-parking areas and to keep all such internal and
external parts of the Building clear and free of all obstruction at all
times.
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3.21 Not to permit or carry on any auction sale upon the Demised
Premises or any part of the Building.
3.22 Not to place or take into the passenger lifts any baggage,
furniture, parcels, sacks, bags, heavy articles or other goods or other
merchandise without the prior approval of the Landlord save only such
light articles as brief-cases, attache cases and handbags.
3.23 Not to bring or allow to be brought onto the Demised Premises
or any parts of the Building used in common with the Landlord and other
tenants any machines or machinery save and except typewriters and such
other auxiliary office equipment as are required for the purposes of
the Tenant's office and not at any time to load or permit or suffer to
be loaded on any part of the floors of the Building or the Demised
Premises to a weight greater than fifty (50) pounds per square foot and
shall when required by the Landlord distribute the load on any part of
the floor of the Demised Premises in accordance with the directions and
requirements of the Landlord and in the interpretation and application
of the provisions of this Clause relating to loading the decision of
the Surveyor, Architect or Engineer of the Landlord shall be final and
binding upon the Tenant.
3.24 Not to affix, paint, or otherwise exhibit or permit to be
affixed, painted or otherwise exhibited to or upon any part or on the
exterior of the Demised Premises or on the windows or doors thereof or
in or about any part of the Building without the prior written consent
of the Landlord any signboard, announcement, placard, poster,
advertisement, nameplate, flag, flagstaff, or any other notices
whatsoever save and except the Tenant's nameplate or
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signboard of a size form and character as shall be approved in writing
by the Landlord, such consent not to be unreasonably withheld. The
costs for making such nameplate or signboard shall be borne by the
Tenant and placed at a spot to be indicated by the Landlord.
3.25 To keep the windows of the Demised Premises closed at all
times and not to erect or install any sign, device, furnishing,
ornament or object which is visible from the street or from any other
building and which, in the opinion of the Landlord, is incongruous or
unsightly or may detract from the general appearance of the Building.
3.26 To install and maintain at its own cost and expense for the
windows of the Demised Premises curtains (if any) of the type, quality
and color approved by the Landlord.
3.27 To ensure that the decor and design of the exterior of the
Demised Premises are in accordance with plans and specifications
previously submitted to and approved by the Landlord, and not to make
any changes to such external parts without the prior written consent of
the Landlord. Any unauthorized changes shall be removed by the Tenant
forthwith on demand and if not so removed may be removed by the
Landlord and the cost of such removal and of making good the Demised
Premises as a consequence of such removal shall be home and paid by the
Tenant.
3.28 Not to assign, underlet or otherwise part with the actual or
legal possession or the use of the Demised Premises or any part thereof
for any term whatsoever (whether by way of sub-letting, licensing,
lending, sharing, or any other means) whereby any person or
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persons not a party to this Agreement shall obtain the use or
possession of the Demised Premises or any part thereof irrespective of
whether any rental or other consideration is given or such use or
possession.
3.29 Not to do or permit or suffer to be done anything whereby the
policy or policies of insurance on the Building against loss or damage
by fire or other risks on the Building for the time being subsisting
may become void or voidable or whereby the rate of premium thereof may
be increased and to make good all damage 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.
3.30 To indemnify and keep indemnify the Landlord from and against:
3.30.1 All claims, demands, writs, summonses, actions,
suits, proceedings, judgements, orders, decrees,
damages, costs, losses and expenses of any nature
whatsoever which the Landlord may suffer or incur in
connection with loss of life, personal injury and/or
damage to property arising from or out of any
occurrences in, upon or at the Demised Premises or
the use of the Demised Premises or any part thereof
by the Tenant or by any of the Tenant's employees,
independent contractors, agents, invitees or
licensees;
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3.30.2 All loss and damage to the Demised Premises, the
Building and to all property therein caused directly
or indirectly by the Tenant or the Tenant's
employees, independent contractors, agents, invitees
or licensees and in particular but without limiting
the generality of the foregoing caused directly or
indirectly by the use or misuse, waste or abuse of
water, or electricity or faulty fittings or fixtures
of the Tenant.
3.31 At all times during the said term and during any period of
holding over to keep current:
3.31.1 a public liability insurance policy (which shall be
taken out for an amount deemed appropriate by the
Tenant and with an insurance company approved by the
Landlord) in respect of the Demised Premises;
3.31.2 an insurance policy which shall be taken out for an
amount and with an insurance company as aforesaid on
internal partitions and all goods belonging to or
held in trust by the Tenant in the Demised Premises
against loss or damage by fire;
and to produce to the Landlord on demand the policies referred to above
as well as the receipts for payment of premium in respect thereof.
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3.32 At all times during the said term hereby created to comply
with promptly and at the Tenant's expense all such requirements as may
be imposed on the occupier of the Demised Premises by any statute now
or hereafter in force and any orders, rules, regulations, requirements
and notices thereunder.
3.33 Should the Tenant receive any notice from Government or any
statutory, public or municipal authority with respect to the Demised
Premises to give notice thereof forthwith in writing to the Landlord.
3.34 To observe and perform and to cause all its employees,
independent contractors, agents, invitees and licensees to observe and
perform all the rules and regulations made by the Landlord from time to
time under Clause 5.5 hereof, Provided Always that the Landlord shall
not be liable to the Tenant in any way for violation of the rules and
regulations by any persons including other tenants of the Building or
the employees, independent contractors, agents, visitors, invitees or
licensees thereof.
3.35.1 At the expiration or sooner determination by the Landlord of
the term hereby created (unless renewed in terms of Clause 5.11 hereof)
to yield up the Demised Premises with the fixtures thereto (other than
such Tenant's trade fixtures as shall belong to the Tenant), unless
required by the Landlord to be removed, in good and tenantable repair
and condition (fair wear and tear excepted) to the Landlord together
with the keys (whether supplied by the Landlord or otherwise) to the
Demised Premises and all doors therein, and if o required by the
Landlord, to remove all letterings, internal partitions, fixtures and
installations of the
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Tenant or any part thereof, as are specified by the Landlord, from the
Demised Premises and to reinstate all air-conditioning installations or
other electrical installations to their original state to the
satisfaction of the Landlord, its architect, engineer or consultant.
Such removal and/or reinstatement shall be carried out:
(a) in the case of any mechanical, electrical, plumbing
or air conditioning works or installations (as
described in Clause 3.8.1 hereof), by a nominated
contractor of the Landlord appointed by the Tenant;
(b) and in all other cases, by a contractor appointed by
the Tenant and approved by the Landlord;
under the supervision of the Landlord's architect, engineer or
consultant and the Tenant shall pay for all fees and expenses of such
architect, engineer or consultant. All damage done to the Demised
Premises by such removal shall be made good by the Tenant on or prior
to the expiration of the term hereby created and if the Tenant shall
fail to do so the Landlord may make good all such damage. All costs
incurred by the Landlord in such removal or disposal or in making good
such damage shall be paid by the Tenant to the Landlord within seven
(7) days of the Landlord notifying the Tenant of the amount thereof.
3.35.2 If the Tenant purports to yield up the Demised Premises
without fulfilling its obligations as contained in Clause 3.35.1, the
Landlord shall be entitled to insist on its full compliance or may
reinstate the Demised Premises to its original state at the Tenant's
costs, but nothing herein contained shall mean that it is obligatory on
the Landlord to reinstate the
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Demised Premises as aforesaid, the obligation to do so always being on
the Tenant at its expense.
Upon the expiration or sooner determination of this lease, if the
Tenant purports to vacate or yield up the Demised Premises without
reinstating the same, the Landlord shall be entitled to recover from
the Tenant for such period until the Tenant has reinstated the Demised
Premises to the Landlord's satisfaction or if the Landlord exercises
the option to reinstate the Demised Premises until such time when the
Landlord has completed reinstating the Demised Premises, such rents and
other amounts which the Landlord would have been entitled to receive
from the Tenant had the period for the reinstatement effected by the
Tenant or Landlord (as the case may be) been added to the term of this
lease hereby created (hereinafter called "default rent").
The Landlord shall be entitled to deduct the cost of reinstatement and
the default rent from the rent deposit without prejudice to the
Landlord's rights to recover from the Tenant the shortfall in respect
thereof.
3.35.3 The Landlord's rights to recover the cost of reinstatement and
the default rent as provided in Clause (2) shall not in any way
prejudice, impair or affect any other remedies to which the Landlord
may be entitled against the Tenant for any loss or damage incurred by
the Landlord as a result of the Tenant's failure to yield up the
Demised Premises duly reinstated to its original condition on the date
of expiration or sooner determination of this lease.
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3.36 To redecorate the Demised Premises to the satisfaction of the
Landlord's architect, engineer or consultant for the time being
immediately prior to the expiration or sooner determination by the
Landlord of the term hereby created, and if the Tenant shall fail to
redecorate the Demised Premises as aforesaid the Landlord may decorate
the Demised Premises and recover from the Tenant the costs of such
redecoration together with such rents and other amounts which the
Landlord would have been entitled to receive from the Tenant had the
period within such redecoration is effected by the Landlord been added
to the term of this Agreement provided that in the event the period of
redecoration and the period of reinstatement as provided in Clause (2)
hereof shall coincide, the Landlord shall be entitled to receive rents
and such other amounts until the reinstatement or redecoration has been
completed, whichever is the later. For the purposes hereof the term
"redecorate" shall include the washing of the whole of the interior of
the Demised Premises, the painting with two coats of oil paint or
emulsion paint or other appropriate treatment of all the internal parts
of the Demised Premises previously so treated respectively, and also
the replacing of all ceiling and floor tiles which in the opinion of
the Landlord's architect, engineer or consultant for the time being are
worn out or damaged and in need of replacement. PROVIDED ALWAYS that in
the event the term hereby granted shall be renewed pursuant to Clause
5.11 hereof, the Tenant shall not be obliged to redecorate the Demised
Premises until prior to the expiration of the renewed term.
3.37 To pay all legal fees (including the Landlord's solicitors'
charges on a solicitor and client basis), stamp duty and all other
disbursements and out-of pocket expenses incurred in the preparation
and completion of this Agreement, and in connection with any surrender
or
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other termination thereof otherwise than by effluxion of time or with
any claim or legal proceedings which may be brought by the Landlord
against the Tenant in connection with or arising out of this Agreement.
3.38 The Tenant hereby agrees that the Landlord or the Landlord's
agent shall be entitled to bring prospective purchasers of the demised
premises to view the same by prior appointment. The Tenant further
agrees that in the event the Landlord sells the demised premises the
Landlord shall be entitled to transfer the deposit paid by the Tenant
to the purchaser of the demised premises and upon the transfer of the
deposit, the Tenant shall have no further claims whatsoever against the
Landlord in respect of the same and the Landlord's obligation to repay
the same to the Tenant shall be deemed to be discharged.
4. The Landlord hereby covenants with the Tenant as follows (but subject
always to the provisions of Clause 5. 10 hereof):
4.1 To keep the roof and the main drains and pipes all external
walls and all common parts of the Building including entrances, car
parks, staircases, pavements, landings, corridors, and passages,
lavatories and all sewers, soil pipes, sanitary apparatus, pipes, wires
and cables and supply lines and all apparatus equipment plant and
machinery serving the passenger lifts and air conditioning system in
good and tenantable condition and repair (fair wear and tear and damage
by fire excepted) including the repainting and decorating of the
Building, or any part thereof at such times and in such manner as the
Landlord shall in its absolute discretion consider such to be
necessary.
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4.2 To provide:
4.2.1 air-conditioning services during the hours of 8.30
a.m. to 5.00 p.m. on weekdays and 8.30 a.m. to 1.00
p.m. on Saturdays (Sundays and Gazetted Public
Holidays excepted) PROVIDED ALWAYS that such services
may at the request of the Tenant be extended by the
Landlord (but without any obligation so to do) beyond
the hours hereinbefore defined and in such an event
the Tenant shall bear and pay to the Landlord on
demand the additional costs and expenses to be
determined by the Landlord for such extension;
4.2.2 lift services, available for use by the Tenant and
the Tenant's employees and visitors, between the
hours of 8.00 a.m. to 6.00 p.m. on weekdays and 8.00
a.m. to 3.00 p.m. on Saturdays (Sundays and Gazetted
Public Holidays excepted) PROVIDED ALWAYS that at all
other times the Landlord will endeavor to keep one or
more lifts in operation but nothing contained herein
shall impose on the Landlord any obligation so to do;
4.2.3 Electricity for the lighting of the passages,
corridors, staircases, water-closets and other common
parts of the Building;
4.2.4 Water for the common water-closets and toilet
facilities in the Building.
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4.3 To employ a watchman or watchmen for the protection at night
of the Building and the premises therein (but not so as to render the
Landlord liable for any loss sustained by the Tenant through the
neglect, default, negligence or misconduct of such watchman or
watchmen).
4.4 Subject to Clause 3.3 hereof to pay all present and future
rates, taxes, assessments and outgoings imposed upon part thereof save
and except such as are herein agreed to be paid by the Tenant.
4.5 To insure and keep insured the Building (excluding fittings
and fixtures installed by the Tenant) against damage by fire and such
other risks as the Landlord may deem fit.
4.6 That the Tenant paying the rent and service charge hereby
reserved and performing and observing the several covenants herein
contained and on its part to be performed and observed shall peaceably
hold and enjoy the Demised Premises without any interruption from the
Landlord or any person rightfully claiming under or in trust for it.
5. PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED
as follows:
5.1 If the rent and/or service charge or any other sums payable
under this Agreement (or any part of such rent service charge or sums)
shall at any time be unpaid for twenty-one days after the same shall
have become due (whether formally demanded or not) or if any covenant
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on the Tenant's part herein contained shall not to be performed or
observed or if the Tenant (being a company) shall go into liquidation
whether voluntarily (save for the purpose of amalgamation or
re-construction) or compulsorily or a receiver shall be appointed of
any part of its undertaking, property or assets, or (being an
individual) shall have a receiving order or an adjudicating order made
against him or if the Tenant shall make any arrangement with its
creditors for settlement of its debts by composition or otherwise or if
any execution or attachment shall be levied upon or issued against any
of the property or assets of the Tenant and shall not be paid off or
discharged within five (5) days thereof, then and in any one of the
said cases it shall be lawful for the Landlord at any time thereafter
to re-enter upon the Demised Premises or any part thereof in the name
of the whole and thereupon the term hereby created shall forthwith and
absolutely cease and determine but without prejudice to the right of
action of the Landlord in respect of any arrears of rent and/or service
charge or other sums due or of any antecedent breach of the Tenant's
covenant herein contained. The Landlord shall not be liable or
responsible for any loss of or damage to the Tenant's fixture
furnishings equipment or other belongings whatsoever caused by or
arising from the Landlord's re-entry of the Demised Premises and its
possession thereof after such re-entry.
5.2 In addition and without prejudice to any other right, power or
remedy of the Landlord if the rent and/or service charge hereby
reserved or any other sums payable under this Agreement (or any part of
such rent service charge or sums) shall at any time remain unpaid for
fourteen (14) days after the same shall have become due (whether any
formal or legal demand therefore shall have been made or not) then the
Tenant shall pay to the Landlord
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interest thereon at the rate of twelve per cent (12%) per annum. The
Landlord shall be entitled to recover such interest from the Tenant as
if such interest were rent in arrears.
5.3 The Landlord shall in all cases have the power to prescribe
the weight and proper position of all iron or steel safes and other
heavy machinery and equipment, articles or goods whatsoever in the
Demised Premises and any or all damage caused to the Building or any
part thereof by the Tenant or anyone on its behalf by taking in or
moving out any safe, items of machinery and equipment, furniture, goods
or other articles or during the time such are in the Building shall be
made good by the Tenant or if by the Landlord at the sole expense of
the Tenant. The Tenant shall compensate the Landlord for any such
damage suffered by the Landlord.
5.4 The Landlord shall so far as practicable keep the main doors
of the Building open so as to provide the Tenant's employees and
visitors uninterrupted access subject always to the closure of the main
doors of the Building at such times as the Landlord in its own
discretion shall think fit as may be promulgated in the rules and
regulations in respect of the maintenance and administration of the
Building more particularly referred to in Clause 5.5 hereunder.
5.5 The Landlord shall have the right at any time and from time to
time to make, add to, amend, cancel or suspend such rules and
regulations in respect of the Building as in the judgement of the
Landlord may from time to time be required for the management, safety,
care or cleanliness of the Building or for the preservation of good
order therein or for the
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convenience of tenants and all such rules and regulations shall bind
the Tenant upon and from the date on which notice in writing thereof is
given to it by the Landlord. If there shall be any inconsistency
between the provisions of this Agreement and the provisions of such.
rules and regulations then the provisions of this Agreement shall
prevail.
5.6 That if the Demised Premises or any part thereof shall be
damaged or destroyed by fire, so as to render the Demised Premises
unfit for occupation and use (except where such damage or destruction
has been caused by the act or default of the Tenant, its servants,
independent contractors, agents, visitors, invitee or licensees) the
rent and service charge hereby covenanted to be paid or a fair and just
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 occupation and use, and any dispute concerning this
Clause shall be determined by a single arbitrator to be appointed by
the President for the time being of the Singapore Institute of
Surveyors and Valuers in accordance with the Arbitration Act (Cap. 16)
or any statutory modification or re-enactment thereof for the time
being in force. PROVIDED ALWAYS that the Landlord may in its absolute
discretion decide that the Demised Premises are so badly damaged that
it will demolish and/or rebuild the Demised Premises instead of
repairing the same and in any such event the Landlord may within ninety
(90) days after such damage has been sustained give notice to the
Tenant in writing of its decision and thereupon this Agreement shall
terminate and the Tenant shall (if still in occupation) vacate the
Demised Premises without compensation from the Landlord.
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5.7 No condoning, excusing, or overlooking by the Landlord of any
default, breach or non-observance, or non-performance, by the Tenant at
any time or times of any of the Tenant's obligations herein contained
shall operate as a waiver of the Landlord's rights hereunder in respect
of any continuing, or subsequent, default, breach or non-observance or
non-performance, or so as to defeat or affect in any way the rights of
the Landlord herein in respect of any such continuing, or subsequent,
default, breach or non-observance or non performance and no waiver by
the Landlord shall be inferred from or implied by anything done or
admitted by the Landlord unless expressed in writing and signed by the
Landlord. Any consent given by the Landlord shall operate as a consent
only for the particular matter to which it relates and shall in no way
operate as a waiver or release of any of the provisions hereof, nor
shall it be construed as dispensing with the necessity of obtaining the
specific written consent of the Landlord in future, unless expressly so
extended.
5.8 The Landlord shall not be liable or in any way responsible to
the Tenant or to any of the Tenant's employees, independent
contractors, agents, invitees or licensees or to any other person for
any injury, loss or damage which :may be suffered or sustained to any
property or by any person in the Building or on the land on which the
Building is erected howsoever occurring.
5.9 Any notice or other documents or writing required to be
served, delivered or given under this Agreement by one party to the
other party shall be in writing and shall be sufficiently served if
sent by registered post to the last known address of the other party.
Any
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notice shall be deemed to be received by the other party within
twenty-four (24) hours of posting.
5.10 Notwithstanding anything herein contained the Landlord shall
not be liable to the Tenant, nor shall the Tenant have any claim
against the Landlord in respect of:
5.10.1 any failure or inability of or delay by the Landlord
in fulfilling any of its obligations under this
Agreement or any interruption in any of the services
hereinbefore mentioned by reason of necessary repair
or maintenance of any installations or apparatus or
damage thereto or destruction thereof or by reason of
any circumstances beyond the Landlord's control
(including but not limited to fire, flood, escape of
water, riot, civil commotion, curfew, emergency,
shortage of manpower, fuel, materials, electricity or
water of labor disputes). Without prejudice to the
generality of the foregoing the Landlord may reduce
or curtail the nature and extent of the services
hereinbefore mentioned in compliance with any
enactment regulation decree or administrative
direction from any governmental department or
authority or statutory board;
5.10.2 any act, omission, default, misconduct or negligence
of any xxxxxx, attendant or other servant or
employee, independent contractor or agent of the
Landlord in or about the performance or purported
performance of any duty relating to the provision of
the said services or any of them;
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5.10.3 any damage, injury or loss arising out of the leakage
of the piping, wiring and sprinkler system in the
Building and/or the structure of the Building or from
whatsoever cause.
5.11 The Landlord shall at the written request of the Tenant made
not less Option to than six (6) months and not more than seven (7)
months before the expiration of the term hereby created and provided
the Tenant shall have strictly and faithfully performed and observed
all and singular the several stipulations herein contained and on its
part to be performed and observed up to the termination of the
Agreement hereby created, the Landlord shall at the Tenant's expense
grant to the Tenant a further tenancy of the Demised Premises for a
period of TWO (2) years at a rental or rentals and upon terms and
conditions to be agreed.
5.12 In the event of the Tenant failing to exercise its option or
the parties failing to agree upon the terms of the new tenancy as
aforesaid the Landlord shall be entitled to exhibit outside the Demised
Premises or on the doors thereof a notice stating that the Demised
Premises are to be vacant and for letting and the Tenant shall permit
all prospective tenants of the Demised Premises accompanied by a
representative of the Landlord free ingress to and egress from the
Demised Premises for the purpose of viewing the Demised Premises.
5.13 The Landlord shall not be bound by any oral representations or
promises with respect to the Building and its appurtenances, or in
respect of the Demised Premises, except as expressly set forth in this
Agreement with the object and intention that the whole of the agreement
between the Landlord and the Tenant shall be set forth herein, and
shall in nowise
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be modified by any oral discussions which may have preceded the signing
of this Agreement. The Landlord does not expressly or impliedly warrant
that the Demised Premises are now or will remain suitable or adequate
for all or any of the purposes of the Tenant and all warranties (if
any) as to suitability and adequateness of the Demised Premises implied
by law are hereby expressly negatived.
5.14 The area of the Demised Premises as stated in the Schedule
hereto is only an estimate and there shall be no adjustment in the rent
and/or service charge if upon the measurement the actual area shall
differ from the stated area.
5.15 Notwithstanding anything hereinbefore contained the
obligations of the Tenant under this Agreement shall survive the
determination of this Agreement whether by the effluxion of time or
otherwise to the extent that such obligations shall not have been
fulfilled by the Tenant prior to such determination.
5.16 In the interpretation of this Agreement except to the extent
that such interpretation shall be excluded by or be repugnant to the
context when used herein:
5.16.1 "the Landlord" shall include the successors and
assigns of "CDL LAND PTE LTD";
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5.16.2 "the Tenant" shall include, if the Tenant is an
individual, his personal representative and permitted
assigns, or if the Tenant is a company, its permitted
assigns and successors in title;
5.16.3 "person" shall be deemed to include a corporation;
5.16.4 words importing the singular or plural number shall
be deemed to include the plural or singular number
respectively and words importing the masculine gender
only shall include the feminine or neuter gender and
vice versa as the case may require; and
5.16.5 where two or more persons are included in the term
"the Tenant" all covenants, agreements, terms,
conditions and restrictions shall be binding on them
jointly and each of them severally and shall also be
binding on their personal representatives and
permitted assigns respectively jointly and severally.
5.17 The marginal notes appearing in this Agreement are inserted
only as Marginal a matter of convenience and in no way define, limit,
construe or describe the Notes scope of intent of the sections or
clauses of this Agreement, nor in any way affect this Agreement.
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IN WITNESS WHEREOF the parties hereto have executed this Agreement the
day and year first above written.
THE SCHEDULE ABOVE REFERRED TO
ALL that the premises on the 22ND story of the Building known as NO. 0
XXXXXXX XXX, situated at Xx. 0 Xxxxxxx Xxx, Xxxxxxxxx 000000, numbered or to be
numbered UNITS #22-04/05 and containing an area of 1,744 sq. ft which said
premises are for purposes of identification only more particularly described and
edged red on the plan annexed hereto.
SIGNED BY
for and on behalf of the LANDLORD
in the presence of:
XXXX XXX
Assistant Manager
SIGNED BY
for and on behalf of the TENANT
in the presence of
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