Exhibit 10.5
DATED the 1st day of July l996
CHU KI XXXX & XXXXX XXXX XXXX
AND
TOYMAX (H.K.) LIMITED
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TENANCY AGREEMENT
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PARTICULARS
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COLUMN 1 COLUMN 2
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Date of Agreement 1st day of July, 1996
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Landlord Xx. Xxx Ki Xxxx and Madam Xxxxx Xxxx Kuen of Xxxx X,
00xx Xxxxx, Xxxxx 0, Xxxxx Xxxxx, 218-240 Castle Peak
Road, Tsuen Wan, NT
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Tenant Toymax (H.K) Limited whose registered office is at Units A
& B, 3rd Floor CDW Building, 382-392 Castle Peak Road,
Tsuen Wan, N.T., Hong Kong
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Property Xxxxx 0000 & 0000 (xxxxxxx) 00xx Xxxxx, Xxxxxxxxx Xxxxx,
Xx. 0 Science Museum Road, Tsimshatsui East, Kowloon
(details of the property are shown on the First Schedule to
this agreement)
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Term (Fixed) Two years
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Commencement Date 1st day of August, 1996 or such actual delivery date of
the property
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Rent (Fixed Term) Rent of HONG KONG DOLLARS Forty-Five Thousand Five Hundred
Eighty-Four ONLY (HK$45,584) per calendar mouth
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Rent Days 1st day of every calendar month
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Deposit (Rental) Sum of HONG KONG DOLLARS Ninety One Thousand One Hundred
Sixty-Eight ONLY. (HK$91,168)
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Permitted Use As office and showroom
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THIS AGREEMENT is made on the date stated as the Date of Agreement in the
Particulars BETWEEN (1) the Landlord and (2) the Tenant
WHEREBY IT IS AGREED as follows:-
DEFINITIONS
1. (1) In this Agreement the following expressions have the following
meanings
(a) expressions in Column 1 of the preceding table hereof have the
meanings assigned to them by Column 2 thereof.
(b) the Landlord includes its successors in title.
(2) Where the Tenant is more than one person their obligations shall be
joint and several.
(3) Unless the context otherwise requires, words herein importing the
masculine feminine or neuter gender shall include the others of them
and words herein in the singular shall include the plural and vice
versa.
(4) The marginal notes are intended for guidance only and do not form
part of this Agreement nor shall any of the provisions in this
Agreement be construed or interpreted by reference thereto or be in
any way affected or limited thereby.
(5) Any reference to any Ordinance includes a reference to that
Ordinance as amended or replaced from time to time and to
subordinate legislation or bye-law made thereunder.
LETTING TERM AND RENT
2. The landlord shall let and the Tenant shall take ALL THAT the property for
the Term from the Commencement Date paying therefor during the Term the
Rent (exclusive of rates) payable in advance on the Rent Days free of all
deductions whatsoever the first payment to be made on the signing hereof.
TENANT'S OBLIGATIONS TO PAY RENT
3. The Tenant agrees with the Landlord as follows:-
(1) To pay the Rent as aforesaid without any set off or deduction
whatsoever.
TO PAY RATES AND OUTGOINGS
(2) To pay and discharge all rates, taxes, assessments, duties, charges,
impositions and outgoings whatsoever of an annual or recurring
nature to be charged or imposed in respect of the Property or upon
the Landlord or occupier in respect thereof (Crown rent and Property
Tax only excepted). Details concerning Tenant's obligation under
this clause are further explained in the Second Schedule to this
agreement.
(3) To pay and discharge all charges for water, electricity, gas,
telephone and other services, whatsoever to be charged or imposed in
respect of the Property and to pay all necessary deposits (if any)
for the meters therefor. Details concerning
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DUPLICATE COUNTERPART
[TAX STAMPS] Original Stamped with
$ 2735.50
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Tenant's obligation under this clause are further explained in the
Second Schedule to this agreement.
TO PAY MANAGEMENT FEES
(4) To pay and discharge all service management and maintenance charges
payable by the owner or occupier of the Property as required by the
Incorporated Owners of the Building of which the Property forms part
("the Building") or the management agent or any other competent body
by virtue of the Deed of Mutual Covenant or any other Management
Agreement relating to the Building. Details concerning Tenant's
obligation under this clause are further explained in the Second
Schedule to this agreement.
TO MAINTAIN PROPERTY IN REPAIR
(5) At the Tenant's expense to keep all the interior of the Property
including the flooring and interior plaster or other finishes or
rendering to walls, floors and ceilings and the Landlord's fixtures
therein including all doors, windows, plumbing and sanitary
apparatus, electrical installations and wiring in good, clean
tenantable repair and condition and properly preserved and painted
(reasonable wear and tear excepted) and so to maintain the same at
the expenses of the Tenant and to deliver up the same to the
Landlord at the expiration or sooner determination of the Term in
like condition except as aforesaid.
TO BE RESPONSIBLE FOR INTERIOR DEFECTS
(6) To be wholly responsible for any loss, damage or injury caused to
any person whomsoever directly or indirectly through the defective
or damaged condition of any part of or any installation in the
Property caused by any act or default of the Tenant and to make good
the same by payment or otherwise and to indemnify the Landlord
against all actions, proceedings, claims and demands made upon the
Landlord in respect of any such loss, damage or injury and all costs
and expenses incidental thereto.
TO REPLACE GLASS
(7) To replace at the Tenant's own expense any glass in any doors or
windows of the Property that may become broken, from whatever cause,
during the tenancy.
TO ALLOW ACCESS TO
LANDLORD
(8) To permit the Landlord and all persons authorised by the Landlord
upon notice and at all reasonable times except in cases of emergency
to enter (or in cases of emergency or where the Landlord does not
receive any response from the Tenant within seven days of the
service of such notice to break and enter) the Property to:-
(a) ascertain whether the Tenant's obligations under and the
conditions of this Agreement have been observed and performed,
(b) view (and to open up floors and ceiling where the same is
required in order to view) the state of repair and condition
of the Property,
(c) take schedules or inventories of fixtures and fittings and
other items in the Property,
(d) carry out work or do anything whatsoever comprised within the
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Landlord's obligations in this Agreement.
Provided that any such opening-up shall be made good by and at the
cost of the Landlord where the same reveals no breaches of the terms
or conditions hereof.
TO EXECUTE REPAIRS ON NOTICE
(9) Forthwith to comply with any notice given by the Landlord specifying
any works or repairs which the Tenant has failed to execute in
breach of the terms hereof Provided that if within fourteen days of
the service of such a notice the Tenant shall not have commenced and
be proceeding diligently with the execution of the works or repairs
specified or shall fail to complete within one month (or any other
reasonable period stipulated by the Landlord), then to permit the
Landlord to enter the Property to execute such works or repairs, and
to pay to the Landlord upon demand the cost of so doing and all
expenses (including any professional fees) incurred by the Landlord.
NOT TO INJURE PROPERTY
(10) Not to cut maim or injure or permit or suffer to be cut maimed or
injured any doors, windows, walls, beams, structural members or any
part of the fabric of the Property nor any of the plumbing or
sanitary apparatus or installations included therein, nor to
overload the floors ceilings or walls of the Property.
NOT TO ASSIGN
(11) Not to assign underlet or otherwise part with the possession of the
Property or any part thereof in any way whether by way of subletting
lending sharing or other means whereby any person or persons not a
party to this Agreement obtains the use or possession of the
Property or any part thereof irrespective of whether any rental or
other consideration is given for such use or possession and in the
event of any such transfer sub-letting sharing assignment or parting
with the possession of the Property (whether for monetary
consideration or not) this Agreement shall absolutely determine and
the Tenant shall forthwith vacate the Property on notice to that
effect from the Landlord. This tenancy shall be personal to the
Tenant itself and without in any way limiting the generality of the
foregoing the following acts and events shall unless approved in
writing by the Landlord be deemed to be breaches of this
sub-clause:-
(a) In the case of a tenant which is a partnership the taking in
of one or more new partners whether on the death or retirement
of an existing partner or otherwise.
(b) In the case of a tenant who is an individual (including a sole
surviving partner of a partnership) the taking up of the
tenancy upon the death, insanity or other disability of that
individual by the executors administrators personal
representatives next-of-kin trustees or committee of any such
individual, or the admission of a new partner or partners.
(c) In the case of a tenant which is a corporation any take-over
by other company or persons, amalgamation, merger,
reconstruction or
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liquidation of the Tenant itself
(d) The giving by the Tenant of a Power of Attorney or similar
authority whereby the donee of the Power obtains the right to
use possess occupy or enjoy the same.
(e) The change of the Tenant's business name or nature of business
without the previous written consent of the Landlord which
consent shall not be unreasonably withheld.
NOT TO PRODUCE NOISE
(12) Not to produce or permit or suffer to be produced any music, noise
(including sound produced by broadcasting or any apparatus or
equipment capable of producing reproducing receiving or recording
sound) so as to be a nuisance or annoyance to the Landlord or to
occupiers of other premises or in the neighbourhood or in anywise
against the laws or regulations of Hong Kong.
NOT TO CAUSE NUISANCE
(13) Not to do or permit or suffer to be done any act or thing which may
be or become a nuisance or annoyance to the Landlord or to the
tenants or occupiers of other premises in the neighbourhood.
INDEMNITY
(14) To indemnify the Landlord against all actions costs claims and
demands made upon or against the Landlord in respect of damage to
the person or property of any person caused by or through or arising
out of any breach, non-observance, non-performance and
non-compliance by the tenant of any of the terms, conditions and
covenants subject to and under which the Property is held.
NOT TO STORE DANGEROUS GOODS
(15) Not to keep or store or permit or suffer to be kept or stored on or
in the Property any arms ammunition gunpowder saltpetre kerosene or
other explosive or combustible or hazardous goods or substance.
USER
(16) Not to use or permit or suffer to be used the Property for any
purpose other than the Permitted Use.
PROHIBITED USES
(17) Not to use or permit or suffer the Property to be used for any
illegal or immoral purpose.
VITIATING INSURANCE
(18) Not to do or permit or suffer to be done in the Property anything
which may avoid any policy or policies of insurance in respect of
the Property or increase any premium payable for the same and to
indemnify the Landlord against all loss and damage suffered in
consequence of any breach of this sub-clause and to pay to the
landlord any increase in the insurance premium attributable to the
Property by a breach of this sub-clause such payment of increased
premium to be made by the Tenant on demand and recoverable as rent
in arrear.
INSURANCE
(19) (a) To effect and maintain during the currency of this tenancy
insurance cover in respect of the following and on terms set
out hereunder:-
(i) Third Party
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In respect of third party liability of the landlord and
liability loss injury or damage to any person or
property whatsoever caused through or by any default or
neglect of the Tenant which might give rise to a claim
for indemnity pursuant to Clause 3(14) hereof;
(ii) Glass
Any glass in the windows doors and partition now or
hereafter on or in the Property for its full replacement
value;
(iii) Water Damage
Against damage to stock fixtures and fittings for the
full insurable value occurring in respect of the use or
misuse of the fire sprinkler system installed within the
Property or the incursion or water therein; and
(iv) Tenant's Fittings
The Tenant's fittings and equipment within the Property
against fire and extraneous perils for their full
replacement value.
(b) The policy or policies of such insurance shall be effected
with an insurance company duly registered with the Insurance
Authority under the Insurance Companies Ordinance, Chapter 41
of the Laws of Hong Kong subject to the prior approval of the
Landlord which approval shall not be unreasonable withheld and
further endorsed to show the Landlord as joint insured and the
said policy or policies of insurance shall contain a clause to
the effect that the insurance cover thereby effected and the
terms and conditions thereof shall not be cancelled modified
or restricted without the prior consent of the Landlord. The
Tenant hereby further undertakes to produce to the Landlord as
and when required by the Landlord such policy or policies of
insurance together with a receipt for the last payment of
premium and a certificate from the insurance company that the
policy is fully paid up and in all respects valid and
subsisting and to cause all monies received by virtue of any
such insurance to be forthwith paid to the Landlord and that
if the Tenant shall at any time fail to keep the Property
insured as aforesaid the Landlord may do all things necessary
to effect and maintain such insurance and any monies spent by
the Landlord for that purpose shall be repayable by the Tenant
on demand and be recoverable forthwith by the Landlord by
action.
NOT TO OBSTRUCT
(20) Not to encumber or obstruct or permit to be encumbered or obstructed
with any boxes, dust bins, merchandise, goods, machines, articles,
packaging or
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COMMON AREAS
obstruction of any kind or nature any of the entrances, lifts,
staircases, landings and passages, lobbies or other parts of the
Building, or in any place which is not hereby exclusively let to the
Tenant.
TO OBSERVE OTHER DEEDS
(21) Nor to do or suffer any act which shall amount to a breach or
non-performance or non-observance of any negative or restrictive
convenant contained in the Crown Lease or Conditions under which the
ground upon which the Building is erected is held from the Crown or
of any covenant term or condition contained in the Deed of Mutual
Covenant and the Management Agreement (if any) and the House Rules
(if any) in respect of the Building.
TO PAY COST OF CLEARING DRAINS
(22) To pay to the Landlord on demand all costs incurred by the Landlord
in cleansing or clearing any of the drains, pipes or sanitary or
plumbing apparatus choked or stopped up owing to the careless or
improper use or neglect by the Tenant or any employee, agent or
licensee of the Tenant.
TO PROTECT PROPERTY
(23) To take all reasonable precautions to protect the Property against
damage by storm or typhoon or the like.
TO PERMIT VIEWING
(24) To permit upon reasonable notice at any time during the last three
months of the Term (howsoever determined) the Landlord and all
persons authorised by the Landlord including prospective purchasers
and tenants to view the Property without interruption.
TO PAY LANDLORD'S COSTS
(25) To pay all costs charges and expenses (including any professional
fees) incurred by the Landlord in relation or incidental to:-
(a) any application by the Tenant for any licence or consent under
this Agreement (whether or not the same be granted or refused
or proffered subject to any condition), and
(b) the recovery or attempted recovery of arrears of rent or other
sums due from the Tenant.
NOT TO ALTER
(26) Not to make or cause to make or connive at any alterations
structural to the Property and not to put up any partition or other
erection or installation or electrical circuit on any part of the
Property without the consent in writing of the Landlord. If the
Landlord shall give consent to such alteration, partition or
erection it shall in any event be subject to:-
(i) the condition that the Tenant shall not cause any damage to
the Property or any part thereof in addition to such other
conditions as the Landlord shall think fit to impose, and
(ii) also the condition that the prior approval or consent is
obtained from the Building Authority, Fire Services
Department, Labour Department or any other relevant authority
for such alteration or partition.
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NOT TO USE AS DOMESTIC PREMISES
(27) Not to use or allow to be used the Property or any part thereof to
prepare any food or as sleeping quarters or as domestic premises and
not to allow any person to remain in the Property overnight except
the Tenant's night watchman.
NOT TO EXHIBIT OR DISPLAY SIGNBOARD
(28) (a) Not to exhibit or display on or in the Property any
signboard, nameplate, advertisement, or other device whether
illuminated or not which shall cause nuisance to other person
or trespass upon other people's property.
(b) Subject to sub-clause (c) hereinafter following not to put up
any signboard other than that of a suitable sign showing the
Tenant's trading name and business.
(c) not to affix to put up or display any signboard, sing,
decorations or other thing whatsoever outside the Property or
any door wall pier or window except with the approval of the
Landlord. The Landlord shall have absolute discretion in
granting or refusing such approval and any approval to be
granted shall be subject to such conditions as the Landlord
may think fit. The Tenant shall pay the Landlord immediately
upon demand the reasonable costs incurred by the Landlord in
affixing repairing or replacing as necessary the Tenant's name
in lettering or characters upon the appropriate directory
boards in or on the Building. The Landlord shall have the
right to remove at the cost and expense of the Tenant any
signboard, sign, decoration or thing which shall be affixed
put up or displayed without the prior approval of the
Landlord.
TO YIELD UP
(29) At the expiration or sooner determination of this Agreement to
deliver up to the Landlord vacant possession of the Property in its
original state and in good and tenantable state of repair and
condition (fair wear and tear excepted) and all the keys of the
Property together with any additional fixtures, fitting, erections
alterations or improvements which the Tenant may with the consent of
the Landlord as aforesaid have made upon or in the Property without
payment of any compensation for such additional erections
alterations or improvements Provided Always that the Landlord may at
the expiration or sooner determination of this Agreement on giving
reasonable notice require the Tenant to remove such additional
fixtures, fittings, erections, alterations or improvements at the
cost and expense of the Tenant.
TO COMPLY WITH LAWS
(30) At the Tenant's expense to comply in all respects with the
provisions and requirements of the Buildings Ordinance, Chapter 123
and the Town Planning Ordinance, Chapter 31 or any statutory
modification or re-enactment thereof for the time being in force
and any regulations or orders made thereunder relating to the use or
occupation by the Tenant hereunder and to indemnify (as well after
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the expiration of the Term by effluxion of time or otherwise as during its
continuance) and to keep the Landlord indemnified against all liability
whatsoever including costs and expenses in respect of any contravention
thereof.
NOT TO OBSTRUCT LIGHT
(31) Not to block up darken or obstruct or obscure any windows or lights
belonging to the Property without having obtained the express
written consent of the Landlord which consent may be given subject
to such conditions as the Landlord may in its absolute discretion
impose.
LANDLORD'S OBLIGATIONS TO PAY CROWN RENT
4. The Landlord hereby agrees with the Tenants as follows:-
(1) To pay the Crown rent and property Tax attributable to or payable in
respect of the Property.
QUIET ENJOYMENT
(2) That the Tenant paying the Rent as aforesaid and observing and
performing the agreements stipulations terms and conditions herein
contained and on the Tenant's part to be observed and performed
shall peaceably hold and enjoy the Property during the Term without
any interruption by the Landlord or any person lawfully claiming
under or in trust for the Landlord.
TO REPAIR EXTERIOR
(3) To maintain and keep the main structure of the Property and every
part of such main structure in proper and tenantable repair and
condition (except the doors and window) PROVIDED that:-
(a) The Landlord's liability hereunder shall not be deemed to have
arisen unless and until written notice of any want of repair
of the same shall have been previously given by the Tenant to
the Landlord and the Landlord shall have failed to take steps
to repair the same after the lapse of a reasonable time.
(b) Notwithstanding anything to the contrary as contained in this
clause it shall be the responsibility and liability of the
Tenant to repair and make good at its own expense all defects,
want of repair and damages caused by ;the act default neglect
or omission of the Tenant and all persons authorized or
permitted by the Tenant to use the Property.
(c) The Landlord shall not he required to repaint or whitewash any
external part of the Property unless required to do so by any
Government Authorities or under the Deed of Mutual Covenant
relating to Property.
OTHER STIPULATIONS RE-ENTRY ON DEFAULT
5. IT IS HEREBY EXPRESSLY AGREED as follows:-
(1) If at any time during the Term:
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(a) the rent hereby agreed to be paid or any part thereof shall be
unpaid for five days after the same shall become payable
(whether legally or formally demanded or not), or
(b) the Tenant shall fail or neglect to observe or perform any of
the agreements, stipulations terms and conditions herein
contained and on the Tenant's part to be observed and
performed, or
(c) the Tenant (being an individual) shall become bankrupt or
(being a corporation) shall go into liquidation whether
compulsory or voluntary (save the voluntary liquidation of a
solvent company) for the purposes of amalgamation or
reconstruction) or otherwise become insolvent or make any
composition or arrangement with creditors or shall suffer any
execution to be levied on the Property or otherwise on the
Tenant's goods,
then and in any such case it shall be lawful for the Landlord at any
time thereafter to re-enter the Property or any part thereof in the
name of the whole whereupon this tenancy shall absolutely cease and
determine but without prejudice to any right of action of the
Landlord in respect of any outstanding breach or non-observance or
non-performance of any of the agreement, stipulations terms and
conditions herein contained and on the Tenant's part to be observed
and performed to the Landlord's right to deduct all loss damage and
proper expenses thereby incurred from the Deposit paid by the Tenant
in accordance with clause 7 thereof.
INTEREST ON ARREARS
(2) If the Rent or any other sum payable by the Tenant to the Landlord
under this Agreement shall not be paid after becoming due the same
shall be payable with interest thereon at the rate per annum of 2%
above the prime rate for the time being from the date when it was
due to the date on which it is actually paid.
NOTICE OF RE-ENTRY
(3) A written notice served by the Landlord on the Tenant in manner
hereinafter mentioned to the effect that the Landlord thereby
exercises the power of re-entry herein contained shall be a full and
sufficient exercise of such power without actual physical entry on
the part of the Landlord.
NON-WAIVER
(4) Acceptance of rent by the Landlord or any act omission or
acquiescence on the part of the Landlord shall not be deemed to
operate as a waiver by the Landlord of any right to proceed against
the Tenant in respect of any breach non-observance or
non-performance of the agreements stipulations terms and conditions
herein contained and on the Tenant's part to be observed and
performed.
LANDLORD NOT LIABLE
(5) (a) The Landlord shall not be under any liability whatsoever
to the Tenant or any member of the Tenant's family or any
servant, licensee, agent,
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FOR DAMAGE
visitor, guest, customer, or invitee of the Tenant's, or any
person claiming any right title or interest under the Tenant:-
(i) for the payment of any claim for compensation arising
out of the operation of this Agreement or any provision
hereof, or
(ii) for any damage or injury which may be sustained by the
Tenant or by any such person or persons as aforesaid on
account of the defective or damaged condition of the
Property or the Landlord's fixtures therein or any lift
or any part thereof and in particular the Landlord shall
not be responsible to the Tenant or any person or
persons as aforesaid for any damage caused by or through
or in anywise owing to any typhoon leakage of water or
electric current from the water pipes or electric wiring
or cable situated upon or in anyway connected with the
Property unless such damage shall result from the breach
by the Landlord of one or more obligations hereby
imposed after notice requiring compliance shall have
been given and there shall not have been compliance
within a reasonable time.
(b) For the security or safekeeping of the Property or any
contents therein and in particular but without prejudice to
the generality of the foregoing the provision by the Landlord
of watchmen and caretakers or any mechanical or electrical
systems of alarm of whatsoever nature if any shall not create
any obligation on the part of the Landlord as to the security
of the Property or any contents therein and the responsibility
for the safety of the Property or any contents therein shall
at all times rest with the Tenant.
ACTS OF TENANT'S AGENTS
(6) For the purposes of this Agreement any act, default, neglect or
omission of any guest, visitor, servant, agent, licensee or invitee
of the Tenant shall be deemed to be the act, default, neglect or
omission of the Tenant.
ARREARS OF RENT
(7) The rent payable in respect of the property shall be and be deemed
to be in arrear if not paid in advance at the times and in manner
herein provided for payment thereof.
NOTICES FOR RE-LETTING
(8) During the three months immediately preceding the expiration of the
Term (or sooner if the rent or any part thereof shall be in arrear
and unpaid for upwards of one calendar month) the Landlord shall be
at liberty to enter the Property and affix and maintain without
interference upon any external part of the Property a notice stating
that the Property is to be let or sold and such other information in
connection therewith as the Landlord shall reasonable require.
SERVICE OF
(9) Any notice required to be served hereunder shall, if to be served on
the Tenant,
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NOTICES
be sufficiently served if addressed to the Tenant and sent by
prepaid post to or delivered at the Property or the Tenant's last
known place of business or residence in Hong Kong and, if to be
served on the Landlord shall be sufficiently served if addressed to
the Landlord and sent by prepaid post to or delivered at the
Landlord's last known place of business or residence in Hong Kong. A
notice sent by post shall be deemed to be given at the time and date
of posting.
COSTS AND STAMP DUTY
(10) (a) All costs of the preparation of and incidental to this
Agreement shall be borne by the Landlord and the Tenant in
equal shares.
(b) The stamp duty on this Agreement and its counterpart and
registration fees (if any) shall be borne by the Landlord and
the Tenant in equal shares.
NO WARRANTY OF USER
(11) Nothing in this Agreement or in any consent granted by the Landlord
under this Agreement shall imply or warrant that the Property may be
used for the purpose herein authorised (or any purpose subsequently
authorised) under any legislation's or statutory regulations.
SALE OF UNCLAIMED ARTICLES
(12) In after the Tenant has vacated the Property at the expiration or
sooner determination of the Term any effect or article of the Tenant
remains in or on the Property, and the Tenant fails to remove it
within seven days after being requested by the Landlord so to do, or
if after using its best endeavours the Landlord is unable to make
such a request to the Tenant within fourteen days from the first
attempt so made by the Landlord.
(a) the Landlord may as the agent of the Tenant sell or otherwise
dispose of such effect or article, provided that the Tenant
will indemnify the Landlord against any liability incurred by
the Landlord arising out of any such sale or disposition or to
any third party whose effect or article shall have been sold
by the Landlord in the bona fide mistaken belief (which shall
be presumed unless the contrary be proved) that such effect or
article belonged to the Tenant and that all costs and expenses
of and incidental to any such sale or disposition shall be
borne by the Tenant and be first deducted from the proceeds of
sale or disposition,
(b) if the Landlord having made reasonable efforts is unable to
locate the Tenant the Landlord shall be entitled to retain the
said proceeds of sale or disposition absolutely unless the
Tenant shall claim the same within three months of the date
upon which the Tenant vacated the Property, and
(c) the Tenant shall indemnify the Landlord against any damage
occasioned to the Property or the Building or any adjacent or
neighbouring premises of the Landlord and any actions, claims,
proceedings, cost, expenses and
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demands made against the Landlord caused by or related to the
presence of the effect or article in or on the Property.
STATE OF PROPERTY
(13) The Tenant shall take the Property in its present decorative repair
and condition.
KEY MONEY
(14) The Tenant hereby expressly declares that it has paid no premium,
construction fee, key money or other sum of money of a similar
nature to the Landlord or other person or persons authorised by the
Landlord for the possession of the Property or for the granting of
this tenancy.
NEW TENANCY
(15) Any acceptance of rent by the Landlord on or after expiration of the
Term shall not create any new tenancy or renewal or extension of the
existing tenancy unless written agreement has been signed between
the parties hereto to show otherwise.
ABATEMENT OF RENT
6. Should the Property or part thereof be rendered unfit for use and
occupation by any cause not attributable to the negligence or default of
the Tenant, the Rent or part thereof proportionate to the part unfit for
use and occupation shall xxxxx and cease to be payable until the Property
shall have been again rendered fit for occupation and if already paid
shall be refunded by the Landlord to the Tenant without interest until the
Property shall again be rendered fit for habitation and use. Provided that
nothing herein shall impose on the Landlord any obligation to repair or
reinstate the Property or any part thereof and if the Property shall not
be repaired or reinstated within a period of three month from the time
when the Property shall be rendered unfit for habitation the Tenant or the
Landlord may terminate the Agreement in which event the Tenant shall
deliver up vacant possession of the Property to the Landlord and
notwithstanding any statutory provision to the contrary neither party
shall have any claim against the other of them for damages compensation or
otherwise apart from rights of action already accrued before such
termination of this Agreement.
PAYMENT OF DEPOSIT
7. The Tenant shall on the signing hereof pay to and maintain at all times
during the Term with the Landlord the Deposit to secure the due observance
and performance by the Tenant of the agreements stipulations terms and
conditions herein contained and on the Tenant's part to be observed and
performed. The Deposit shall be retained by the Landlord throughout the
Term free of any interest to the Tenant with power for the Landlord,
without prejudice to any other right of remedy hereunder to deduct
therefrom the amount of any cost expense loss or damage sustained by the
Landlord as a result of any non-observance or non-performance by the
Tenant of any such agreements stipulations terms or conditions. Subject as
aforesaid and to clause 8 hereof, the Deposit
12
REPAYMENT OF DEPOSIT
shall be refunded to the Tenant by the Landlord within fourteen days after
the expiration or sooner determination of the Term and the delivery of
vacant possession of the Property to the Landlord or within fourteen days
of the settlement of the last outstanding claim by the Landlord against
the Tenant in respect of any breach, non-observance or non-performance of
any of the agreements, stipulations terms or conditions and on the part of
the Tenant to be observed and performed whichever is the later.
WAIVER OF CLAIM FOR DEPOSIT
8. (a) It is agreed and declared that if at any time during the Term
the Landlord shall assign the Landlord's interest in the reversion
immediately expectant upon the Term and if the Landlord shall also
transfer to the assignee of the reversion the Deposit or such part
thereof as is then held by the Landlord under this Agreement,
forthwith upon such transfer of the Deposit or such part thereof as
aforesaid and provided that a notice containing particulars of the
same shall have been served on the Tenant the Landlord shall be
absolutely discharged and exonerated from the Landlord's obligation
to refund the Deposit to the Tenant Contained in clause 7 hereof and
the Tenant shall waive all its rights and claims hereunder against
the Landlord in respect of the Deposit.
(b) The Tenant hereby irrevocably consents and authorises such transfer
of the Deposit or such part thereof as aforesaid and undertakes and
agrees to enter into an agreement in such form, with such party or
parties and at such time as the Landlord may reasonably require to
give better effect to the provisions of sub-clause (a) above.
13
AS WITNESS the hands of the parties hereto on the date specified as
the Date of Agreement in the Particulars.
SIGNED by the Landlord )
)
CHU KI XXXX ) /s/ Chu Ki Xxxx
) ------------------------
)
XXXXX XXXX KUEN
)
) /s/ Xxxxx Xxxx Xxxx
in the presence of: ) ------------------------
/s/ Xxxxx Xxxx
----------------------
WITNESS
SIGNED by the Tenant )
)
For and on behalf of ) For and on behalf of
TOYMAX (H.K.) LIMITED ) TOYMAX (H.K.) LIMITED
VESIAH XXX )
) /s/ Vesiah Xxx
) ------------------------
Authorized Signature
)
)
in the presence of:- )
/s/ Xxxxx Xxxx
----------------------
WITNESS
14
RECEIVED on the date stated as the Date of ) /s/ Chu Ki Xxxx
Agreement in the Particulars written of and from ) -----------------------
the Tenant the sum of HONG KONG DOLLARS )
NINETY ONE THOUSAND ONE HUNDRED ) HK$91,168.00
SIXTY EIGHT ONLY being the security deposit )
above expressed to be paid by the Tenant to the ) /s/ Xxxxx Xxxx Kuen
Landlord ) -----------------------
WITNESS to the signature:-
/s/ Xxxxx Xxxx
15
FIRST SCHEDULE
Units 1107 and 1108 (partial), 11th Floor, Concordia Plaza, 0 Xxxxxxx Xxxxxx
Xxxx, Xxxxxxxxxxx Xxxx, Xxxxxxx.
[FLOOR PLAN OF SHOWROOM]
The property leased under this tenancy agreement shall consist of the entire
area shaded in PINK on the floor plan drawing plus common use of the area shaded
in YELLOW on the floor plan drawing
(1) Area shaded in WHITE (in Sq. ft.) 1,582.00
(2) Area shaded in YELLOW-pantry & copy machine @1/3 46.00
---------
Total area for lease 1,628.00
Monthly rental per Sq. ft. in Hong Kong Dollars HK$ 28.00
Monthly rental HK$ 45,584.00
=========
Usage of the common area (shaded yellow) shall be shared on the basis between
the landlord and the tenant and the area commendable to rental charges re this
common area has been restricted to the above-mentioned ratios on the actual area
only.
SECOND SCHEDULE
Tenant is obliged to pay expenses as stipulated under Clause No.3(2), 3(3), and
3(4) in this agreement, in respect of the entire unit no.1108 on 11th Floor,
Concordia Plaza, 1 Science Museum Road, Tsimshatsui East, Kowloon including but
not limiting to the following expenses:
Premises management fee
Premises air-conditioning charges
Government rates
Utilities, including water, electricity, gas, etc.
All such additional costs incurred as a result of the requirement of the tenant
solely shall be borne solely by the tenant, for example, additional
air-conditioning charges as a result of special request, etc.
