Hong Kong-Kowloon-39 Chatham Road South Tenancy Agreement - Same Fast Ltd. and Man Sang Jewellery Co. Ltd.
Dated the 24th day of June 1996.
SAME FAST LIMITED
and
MAN SANG JEWELLERY COMPANY LIMITED
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TENANCY AGREEMENT
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REGISTERED in the Land Registry by Memorial
No. UB 6679777 on 18 July 1996
/s/ illegible
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FOR LAND REGISTRAR
PAUL K. C. CHAN & CO.
Solicitors
Room 801,
Chinachem Tower,
34-37 Connaught Road Central,
Hong Kong
Ref: PC/AT/av/2871
Disk Ref: b:conv29:2871nt01.ta
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THIS AGREEMENT is made the 24th day of June One Thousand Nine Hundred and
Ninety Six.
PARTIES
BETWEEN the parties more particularly described and set out in the First
Schedule hereto.
WHEREBY IT IS AGREED as follows:
DESCRIPTION OF PREMISES
1. DESCRIPTION OF PREMISES
The Landlord shall let and the Tenant shall take on an "as is" basis ALL
THAT the premises more particularly described and set out in the Second
Schedule hereto and for identification purposes only more particularly
shown on the plan annexed hereto and thereon colored Pink and Pink hatched
Black (hereinafter referred to as "the said Premises") forming part of the
messuages erections and buildings known as Railway Plaza, No. 39 Chatham
Road South, Kowloon, Hong Kong (hereinafter referred to as "the said
Building") erected on ALL THOSE pieces or parcels of ground situate lying
and being at Hong Kong and respectively registered in the Land Registry as
The Remaining Portion of Kowloon Inland Lot No. 10453, Kowloon Inland Lot
No. 8511 and The Remaining Portion of Kowloon Inland Lot No. 7700
(hereinafter referred to as "the said Land") TOGETHER with the right in
common with the Landlord and all others having the like right to use and
enjoy all entrances, staircases, landings, passages and lavatories in the
said Building in so far as the same are necessary for the proper use and
enjoyment of the said Premises AND ALSO TOGETHER with the right in common
as aforesaid to use and enjoy all escalators, lifts and central
air-conditioning and heating services (if any) intended for common use and
provided and installed in the said Building whenever the same shall be
operating for the term and at the rent more particularly described and set
out in the Third Schedule hereto.
2. TERM AND RENT DEPOSITS
The Tenant shall on the signing of this Agreement deposit to the Landlord
the sums more particularly described and set out in the Third Schedule
hereto (hereinafter referred to as "the said deposit") representing the
aggregate of 3 months rent and air-conditioning charge and management fee
to secure the due performance and observance of the agreements,
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stipulations and conditions herein contained and on the part of the Tenant
to be observed and performed. At the expiration or sooner determination of
this Agreement if the Tenant shall have paid all rent or air conditioning
charge and management fee or other sums payable hereunder and if there
shall be no breach non-observance or non-performance of any of the
agreements, stipulations or conditions herein contained on the Tenant's
part to be observed and performed the Landlord shall refund to the Tenant
the said deposit within twenty-one (21) days after delivery of vacant
possession of the said Premises to the Landlord but without any interest
thereon but if there shall be any rent or air conditioning charge and
management fee or other sums payable hereunder in arrears the Landlord
shall be entitled to apply the said deposit towards payment of such arrears
and if there shall be breach non-observance or non-performance of any of
the agreements, stipulations or conditions herein contained on the Tenant's
part to be observed and performed the Landlord shall be entitled to apply
the said deposit or such part or parts thereof towards remedying such
breach (in so far as this may be possible) in which event the Tenant shall
within seven (7) days of a written demand by the Landlord as a condition
precedent to the continuation of the tenancy hereby created deposit with
the LANDLORD the amount by which the said deposit may have been reduced (a
certificate issued by the Landlord in this connection shall be conclusive
and binding upon the Tenant save for manifest errors) and if the Tenant
shall fail so to do the Landlord shall forthwith be entitled to forfeit the
tenancy hereby created and to re-enter on the said Premises and to
determine this Agreement in which event the Landlord shall be entitled to
deduct sums sufficient to compensate the Landlord for all losses costs and
expenses suffered as a result thereof from the said deposit without
prejudice to any other right or remedy of the Landlord hereunder. In no
event however shall the Tenant be entitled to treat payment of the said
deposit as payment of the rent or the air conditioning charge and
management fee or other charges or fees payable hereunder.
3. TENANT'S OBLIGATIONS
The Tenant to the intent that the obligations hereunder shall continue
throughout the term hereby agrees with the Landlord as follows:
(a) TO PAY RENT
To pay the rent on the days and in the manner herein provided for
payment thereof.
(b) TO PAY RATES TAX, ETC.
To pay and discharge all rates, taxes, assessments, duties, charges,
impositions and outgoings of an annual or recurring nature now or
hereafter to be assessed, imposed, charged, or levied by the
Government of Hong Kong or other lawful authority upon the said
Premises or upon the owner or occupier thereof (Crown Rent and
Property Tax and expenses of a capital or non-occurring nature alone
excepted).
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(c) TO PAY SERVICE CHARGES AND DEPOSITS.
To pay and discharge punctually during the term all deposits and
charges for gas, water, electricity, telephone and other services
whatsoever now or at any time hereafter consumed by the Tenant and
chargeable in respect of the said Premises and to pay and discharge
all necessary deposits for the supply of gas, water, electricity,
telephone and other services for the common area and the common
service facilities of the said Building when required and to comply
with all requirements of the gas, water, electricity, telephone and
other services authorities or suppliers relating to the use of such
services authorities or the fitting out of the said Premises by the
Tenant Provided That if there shall be more than one tenant to share
the use of one gas, water or electricity meter (as the case may be)
then the charges for the supply of gas, water or electricity (as the
case may be) to such tenants shall be shared and paid by the said
tenants in proportion.
(d) TO PAY AIR CONDITIONING AND SERVICE CHARGES
i. TO PAY AIR CONDITIONING AND SERVICE CHARGES
To pay the Landlord punctually during the term such monthly
contribution towards the costs, charges and expenses for the
maintenance and supply of air conditioning and management
services or otherwise as shall be required by the Landlord and
unless and until otherwise demanded by the Landlord such monthly
contribution shall be such sum as more particularly specified in
the Third Schedule hereto.
(ii) ADJUSTMENT OF AIR CONDITIONING CHARGE AND MANAGEMENT FEE
If at any time during the term the operating cost relative to the
supply of the air conditioning and management services or
otherwise shall have risen the Landlord shall have the right from
time to time to increase the air conditioning and management
service charges in proportion to the said increase whose
assessment shall be conclusive.
(iii) OPERATING HOURS OF AIR CONDITIONING
The Landlord and/or the manager charged with the management of
the said Building during the term of the tenancy ("the Manager")
reserves the right to change the operating hours of the central
air conditioning system of and in the said Building.
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(iv) EXTRA AIR CONDITIONING CHARGE AND MANAGEMENT FEE FOR EXTENDED
HOURS OF AIR CONDITIONING
Should the Tenant require the operating hours of the air
conditioning be extended, the Tenant shall pay to the Landlord or
the Manager (where applicable) such extra and additional charges
at such hourly rate or monthly contribution as shall be
determined by the Landlord or the Manager (where applicable) from
time to time for the supply of extended hours of air
conditioning.
(v) TO PAY COST OF REPAIRING AIR CONDITIONING PLANT IF DAMAGED BY
NEGLECT OF TENANT
To reimburse to the Landlord the cost of repairing or replacing
any air conditioning units or any part of the air conditioning
apparatus or installation within the said Premises which is
damaged or defective unless the Tenant can prove that the defect
or damaged condition hereinbefore referred to was due to the
negligence of the Landlord or any of its contractors, servants,
employees or agents.
(e) TO SUBMIT LAYOUT PLANS FOR APPROVAL
(i) The Tenant shall within fourteen (14) days upon receipt of the
Fit Out Guide in respect of the said Building at its own cost and
expense prepare and submit layout plans and specifications to the
Landlord and the Manager for their approval. Failure of the
Tenant to submit the layout plans and specifications within the
prescribed time for approval shall not entitle the Tenant to any
extension of the commencement date of the tenancy hereby created
nor to any extension of the payment of the rent or air
conditioning charge and management fee payable by the Tenant
hereunder.
(ii) TO FIT OUT IN ACCORDANCE WITH APPROVED LAYOUT PLANS
To fit out the said Premises at the Tenant's expense in
accordance with such layout plans and specifications as shall
have been first submitted to and approved in writing by the
Landlord and the Manager in a good and proper workmanlike fashion
and in all respects in a style and manner appropriate to a first
class office and commercial building and so to maintain the same
throughout the term in good repair and condition to the
satisfaction of the Landlord and the Manager. In the event of
such approval being requested, it shall be a condition precedent
to the granting thereof that the Tenant shall
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pay to the Landlord and the Manager all fees and costs incurred
by the Landlord and the Manager in employing architects,
engineers, professionals, specialist and/or consultants to vet
examine and scrutinize such layout plans and specifications. Such
approval from the Landlord and the Manager shall in no event
relieve the Tenant from the responsibility to obtain all
necessary permits and licenses pertaining to the fitting out
works and the Tenant shall give all notices required and shall
comply with all Ordinance, rules, regulations and all regulations
and by-laws of any public utility company or authority. The
Tenant shall not cause or permit to be made any variations to the
approved layout plans and specifications or to the interior
design or layout of the said Premises without the prior approval
in writing of the Landlord and the Manager. An administration fee
will be charged for any services provided or deemed necessary to
be provided by the Landlord and the Manager in respect of the
fitting out works of the Tenant.
(f) COVENANTS FOR REPAIR
At the expense of the Tenant to keep the interior of the said Premises
including but not limited to the flooring or interior plaster or other
finishes or rendering to walls, floors and ceilings and the Landlord's
fixtures and fittings therein and all additions thereto including all
doors, windows, air conditioning fancoils, electrical installations
and wirings, toilet equipments, ventilators, fire fighting equipments,
flush system apparatus and water apparatus in good repair and
condition to the satisfaction of the Landlord and to well and
sufficiently preserve repair and maintain the same and to deliver up
the same to the Landlord at the expiration or sooner determination of
the term in like condition. In particular, but without in any way
limiting the foregoing:
(i) TO PAY COST OF REPLACING BROKEN WINDOWS, ETC.
To reimburse to the Landlord the cost of replacing all broken
and/or damaged windows, shutters, glass or plate glass (if any)
of or in the said Premises or the said Building whether the same
be broken or damaged by the negligence of the Tenant or any of
its servants, employees, agents, invitees, licensees or customers
or by circumstances beyond the control of the Tenant.
(ii) TO INSTALL, REPAIR OR REPLACE ELECTRICAL WIRINGS, ETC. WITHIN THE
PREMISES
At the expense of the Tenant to install, repair or replace, if so
required by the appropriate supply company, statutory undertaker
or authority as the case may be under the terms of any
Electricity Supply or similar Ordinance for the time being in
force or any Orders in Council or Regulations made thereunder
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all electrical wirings installations and fittings installed by
the Tenant within the said Premises.
(iii) TO KEEP SANITARY APPARATUS IN GOOD REPAIR AND CONDITION
At the expense of the Tenant to keep the water tanks, drains,
pipes, toilets, lavatories, sanitary or plumbing apparatus and
other water apparatus (hereinafter collectively referred to as
"the Sanitary Apparatus") used exclusively by the Tenant and its
servants, employees, agents, invitees, licensees and customers in
good, clean and tenantable repair and condition to the
satisfaction of the Landlord and in accordance with the
regulations or by-laws of all Public Health and other government
authorities concerned and to pay to the Landlord on demand all
costs and expenses incurred by the Landlord in cleaning,
clearing, repairing or replacing any of the Sanitary Apparatus
choked, impeded, blocked or stopped up owing to the careless or
improper use or neglect by the Tenant or any of its servants,
employees, agents, invitees, licensees or customers.
(iv) TO PAY COST OF REPLACING LIGHT BULBS
To reimburse to the Landlord the cost of replacing any damaged,
broken, defective or burned out electric light bulbs, tubes and
globes in the said Premises which are provided by the Landlord.
(v) TO BE RESPONSIBLE FOR ANY LOSS OR DAMAGE CAUSED TO ANY PROPERTY
OR ANY PERSON
To be wholly responsible for any loss damage or injury caused to
any property or to any other person whomsoever directly or
indirectly through the defective or damaged condition of any part
of the interior of the said Premises and/or the fixtures and
fittings therein and/or all additions thereto the repair or
maintenance of which is the responsibility of the Tenant
hereunder and to make good the same by payment or otherwise and
to indemnify and keep indemnified 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 (including legal costs on a full indemnity basis)
incurred by the Landlord incidental thereto.
(vi) TO PROTECT INTERIOR FROM STORM OR TYPHOON
To take all reasonable precautions to protect the interior of the
said Premises
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from storm or typhoon damage and in the event of such damage
being incurred to repair the damage or restore the said Premises
to a proper state and condition in accordance with the covenants
for repair contained in this Clause 3(f).
(g) EMPLOY CLEANING CONTRACTOR
(i) The Tenant shall employ a cleaning contractor at its own expense
for the cleaning of the said Premises in the event that the
Tenant shall not have employed its own staff for cleaning of the
said Premises.
(ii) TO BE RESPONSIBLE FOR REMOVAL OF GARBAGE AND REFUSE
The cleaning contractor shall be responsible for the removal and
disposal of all garbage or refuse each and every day from the
said Premises to such location as shall be specified by the
LANDLORD and/or the Manager in the manner and subject to such
reasonable rules and regulations prescribed by the Landlord
and/or the Manager from time to time and until such time as such
garbage or refuse is removed from the said Building to keep
within the said Premises the same securely sealed in containers
of a design as specified by the Landlord and/or the Manager from
time to time.
(iii) TO COOPERATE WITH CLEANING CONTRACTOR AND OTHERS
To render full cooperation to the cleaning contractor and tenants
or occupiers of the other parts of the said Building with a view
to keep the said Premises and the said Building at all times in a
neat and tidy condition.
(h) TO PAY THE COST OF AFFIXING OR REPLACING TENANT'S NAME ON THE
DIRECTORY BOARD
To pay to the Landlord or its agents immediately upon demand the cost
of affixing, repairing, altering or replacing as may be necessary the
Tenant's name on the Directory Board (if any) provided by the Landlord
or the Manager. The Tenant's name so appearing on the Directory Board
in English and Chinese in uniform lettering and characters designed by
the Landlord or the Manager (where applicable) shall strictly be in
accordance with that appearing in this Agreement or its trading
name(s) with or without its registered trademark or logo subject to
the Tenant's request unless prior written consent to name otherwise
has first been obtained from the Landlord. The Tenant shall, in the
event of the Tenant changing its name, notify the Landlord at least
seven (7) days prior to such change of name.
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(i) TO ENSURE SECURITY EQUIPMENT IN GOOD ORDER
To ensure at all times that all fire alarms, fire fighting equipments,
rolling shutters and other equipments for security purpose provided by
the Landlord shall not be disrupted, interrupted, damaged or caused to
be defective through the act, default or neglect of the Tenant or any
of its servants, employees, agents, invitees, licensees or customers.
(j) TO PERMIT LANDLORD TO ENTER AND VIEW
(i) To permit the Landlord and all persons authorized by it at all
reasonable times to enter into and upon the said Premises to view
and inspect the state of repair and condition of the said
Premises or any part or parts thereof, to take inventories
thereof and to carry out any works or repairs which is required
to be done in the opinion of the Landlord. The Landlord shall be
entitled, without incurring therefor any liability whatsoever
whether tortious or otherwise, in the event of an emergency or if
the Tenant shall fail to permit entrance pursuant hereto forcibly
to enter the said Premises and the Tenant shall pay the cost of
repairing and making good any damage thereby caused.
(ii) TO PERMIT THE LANDLORD TO TAKE PROSPECTIVE TENANTS OR PURCHASERS
TO VIEW
During the three months immediately preceding the expiration of
the term hereby granted the Landlord or its authorized agents
shall be at liberty to take prospective new Tenantss or
purchasers to view the interior of the said Premises and to
display an advertisement outside the said Premises offering the
said Premises for letting or sale.
(k) TO EXECUTE REPAIRS ON RECEIPT OF NOTICES
(i) On receipt of any notice form the Landlord or its authorized
agents specifying any works or repairs required to be done and
the time in which they are to be done and which are the
responsibility of the Tenant hereunder, forthwith to comply with
such notice.
(ii) TO PERMIT LANDLORD TO REPAIR AND MAKE GOOD THE PREMISES
If the Tenant shall fail within fourteen (14) days of such
notice, or such shorter period as shall be appropriate in case of
emergency, to proceed to commence and then to continue diligently
and expeditiously to comply with
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such notice in all respects or if the Tenant shall at any time
make default in the performance of any of the agreements
stipulations and conditions herein contained for or in relating
to the repair, decoration, preservation, protection or
maintenance of the said Premises or any part or parts thereof it
shall be lawful for the Landlord and all persons authorized by
the Landlord including but not limited to its agents, servants
and workmen to enter upon the said Premises and to carry out all
or any of the works referred to in such notice and the cost of so
doing and all expenses incurred thereby shall be paid by the
Tenant to the Landlord on demand and shall forthwith be
recoverable by the Landlord as debt by action Provided That if
the Tenant shall fail to pay such debt within fifteen (15) days,
the Landlord shall in addition be entitled to charge interest
thereon but no such entry, repair, decoration, preservation,
protection or maintenance shall prejudice the Landlord's right of
re-entry and forfeiture hereinafter contained.
(l) TO INFORM LANDLORD OF DAMAGE OR ACCIDENT
To give notice in writing to the Landlord or its authorized agents as
soon as practicable after the Tenant shall have become aware of any
accident or of any damage caused or that may be caused to the said
Premises, the fixtures or fittings provided therein by the Landlord,
the water pipes, the gas pipes, the electrical wirings, the lifts, the
common services facilities, the said Building or any persons thereon
and of any defects or want of repair thereof.
(m) TO OBEY THE HOUSE RULES
(i) To obey and comply strictly with the Management House rules (if
any) made by the Manager subject to the provisions of the deed of
Mutual Covenant and Management Agreement and to furnish first
class service to customers and not to conduct the business of the
Tenant in such manner as to prejudice the goodwill and reputation
of the said Building as a first class office and commercial
building. The House Rules in force at the date hereof may be
revoked or amended by the Manager at any time and from time to
time subject to the provisions of the Deed of Mutual Covenant and
Management Agreement.
(ii) TO OBEY AND COMPLY WITH ALL NOTICES AND ANNOUNCEMENTS MADE BY
LANDLORD OR MANAGER
To obey and comply with such rules, regulations or requirements
stated in notices or announcements as may from time to time be
made imposed,
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adopted, introduced or amended by the Landlord and/or the Manager
and/or its agents in respect of the said Building.
(n) TO COMPLY WITH DMC AND FIT OUT GUIDE
(i) To obey and comply with and to keep the Landlord indemnified
against the breach of any of the provisions of the Deed of Mutual
Covenant and Management Agreement and/or the Fit Out Guide (if
any).
(ii) TO COMPLY WITH ALL ORDINANCES, ETC.
To obey and comply with and to keep the Landlord indemnified
against the breach of all Ordinances, regulations, by-laws,
rules, requirements, directions and orders of any Government or
other competent authority relating to the use of and the conduct
and carrying on of the Tenant's business in the said Premises as
specified in the Fourth Schedule hereto or to any other act,
deed, matter or thing done, permitted, suffered or omitted
therein or thereon by the Tenant or any servant, employee, agent,
invitee, licensee or customer of the Tenant and to notify the
Landlord forthwith in writing of any notice received from the
Manager of any statutory or public authority concerning or in
respect of a possible breach of this Clause 3(n).
(o) TO BE RESPONSIBLE FOR CONTRACTORS, SERVANTS, AGENTS AND LICENSEES
(i) To be responsible to the Landlord for the acts, neglects,
defaults and omissions of all contractors, servants, employees,
agents, invitees, licensees or customers of the Tenant as if they
were the acts, neglects, defaults and omissions of the Tenant and
for the purposes of this Agreement "licensee" shall include any
person present in, using or visiting the said Premises with the
consent of the Tenant expressed or implied.
(ii) TO INDEMNIFY THE LANDLORD AGAINST ALL ACTIONS ETC.
To indemnify and keep the Landlord indemnified from and against
all actions, proceedings, claims and demands whatsoever brought
or made by the tenants and occupiers of the other parts of the
said Building and any third party and all costs and expenses
(including legal costs on a full indemnity basis) incurred by the
Landlord thereby arising in respect of any act or liability
caused by or arising from the act, breach of duty, neglect or
default (irrespective of whether wilful or not) of the Tenant or
any of its contractors, servants, employees, agents, invitees,
licensees or customers including but
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not limited to any breach or non-observance or non-performance of
any of the agreements stipulations and conditions herein
contained and on the Tenant's part to be observed and performed
or by reason of any water or smoke or offensive smell or odor
originating from the said Premises.
(p) TO YIELD UP AT THE END OF TERM
To quietly yield up the said Premises together with all the Landlord's
fixtures, fittings and additions therein and thereto without
compensations for any alterations or improvements made to the said
Premises at the expiration or sooner determination of the term and/or
this agreement in good clean and tenantable repair and condition
notwithstanding any rule of law or equity to the contrary Provided
That the Tenant shall at the Tenant's expense remove all personal
property, fixtures and fittings and additions therein and thereto of
the Tenant and make good all damage caused by such removal and
reinstate the said Premises to the condition they were in at the
commencement of the term and thereupon to surrender to the Landlord
all keys giving access to all parts of the said Premises held by the
Tenant and to permit the Landlord to remove at the Tenant's expense
all name-plates, letterings, characters, posters, flags, signboards,
decorations, advertising matters or other device whatsoever relating
to the Tenant from the said Premises, the said Building or any part or
parts thereof and to make good any damage caused by such removal at
the Tenant's expense.
4. TENANT'S RESTRICTIVE COVENANTS
The Tenant hereby agrees with the Landlord that unless it has obtained the
prior written consent of the Landlord on such terms and conditions as the
Landlord may impose together with such consent;
(a) USE OF THE PREMISES
(i) Not to use or permit or suffer the said Premises or any part or
parts thereof to be used for an purpose other than as specified
in the Fourth Schedule hereto and at the expense of the Tenant to
obtain all necessary and appropriate licences and/or permits
necessary for the carrying on of the Tenant's business and to
comply with any local legislation, regulations and Government
requirements and any subsequent amendments (if any) relating to
such user on the said Premises and at all times to keep current
valid and subsisting all such licences and/or permits.
(ii) NOT TO USE FOR ILLEGAL, IMMORAL, ETC. USE
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Not to use or permit or suffer the said Premises to be used for
any gambling, improper, illegal, immoral or political purpose.
(iii) NOT TO USE PREMISES AS SLEEPING QUARTERS OR DOMESTIC PREMISES
Not to use or permit or suffer the said Premises or any part or
parts thereof to be used as a sleeping quarters or as domestic
premises within the meaning of any Landlord and Tenant
legislation or other legislation for the time being in force nor
to allow any person to remain in the said Premises overnight.
(b) NOT TO PREPARE FOOD OR PERMIT ODORS
Not to prepare or permit or suffer to be prepared any food in the said
Premises or to cause or permit any odors or noxious smell which shall
in the opinion of the Landlord be offensive or unusual to be produced
upon, permeated through or emanated from the said Premises.
(c) NOT TO USE PREMISES FOR MANUFACTURE OR STORAGE OF GOODS
Not to use or permit or suffer the said Premises or any part or parts
thereof to be used for the manufacture or storage of goods or
merchandise other than storage for the purpose of and in quantities
consistent with the user of the said Premises as specified in the
Fourth Schedule hereto.
(d) NOT TO PRODUCE MUSIC OR NOISE AUDIBLE OUTSIDE
Not to produce or permit or suffer to be produced any music or noise
(including sound produced by broadcasting or an apparatus or any
equipment capable of producing, reproducing, receiving or recording
sound) so as to be audible outside the said Premises.
(e) NOT TO CAUSE ANY NUISANCE OR ANNOYANCE
Not to do or permit or suffer to be done any act or thing in or upon
the said Premises or any part or parts thereof which in the opinion of
the Landlord may constitute a nuisance or annoyance or give cause for
complaint from the Landlord or tenants or occupiers of the other parts
of the said building or in any adjoining or neighboring building.
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(f) NOT TO BREACH CROWN LEASE OF CAUSE INSURANCE TO BE VOIDED OR PREMIUM
INCREASED
Not to do or permit or suffer to be done any act, deed, matter or
thing whatsoever which will amount to a breach or non-observance of
any of the terms and conditions under which the said Land is held from
the Crown or of the Deed of Mutual Covenant and Management Agreement
under which the Landlord holds the said Premises or whereby any
insurance on the said Premises or the said Building against loss or
damage by fire, storm, typhoon, other insurable perils and/or claims
by third parties for the time being in force may be rendered void or
voidable or whereby the premium thereof may be increased Provided That
if as the result of any act, deed, matter or thing done permitted or
suffered by the Tenant, the premium on any such policy of insurance
shall be increased, the Landlord shall be entitled without prejudice
to any other remedy hereunder to recover from the Tenant the amount of
any such increase and further the Tenant shall keep the Landlord fully
indemnified against all losses damages claims and demands sustained by
or made against the Landlord by any person as a result of any breach
by the Tenant of this Clause 4(f) Provided That notwithstanding
anything herein contained the Landlord does not warrant that any or
adequate insurance against fire or any other risks exists in respect
of the said Premises and/or the said building and/or all or any of the
goods or property stored therein by the Tenant And the Tenant shall be
responsible in any event for insurance of its property in the said
Premises.
(g) NOT TO KEEP ARMS OR COMBUSTIBLE OR HAZARDOUS GOODS IN THE PREMISES
Not to keep or store or permit or suffer to be kept or stored in this
said Premises, any arms, ammunitions, gun-powder, saltpetre, kerosene
or other explosives inflammable combustible or hazardous substance.
(h) NOT TO MAKE OR PERMIT ANY ALTERATIONS OR ADDITIONS
Not without the prior written consent of the Landlord to make or
permit any alterations or additions or partitions to be made in or to
the said Premises or any part or parts thereof nor to pull down, alter
or remove any doors windows additions partitions or fixtures and
fittings thereof nor to make any alterations to the fire prevention
system or to the electrical wirings and installations therein nor to
install any air conditioning plant, machinery or equipment therein nor
to cut maim or injure nor to suffer to be cut maimed or injured any
doors, windows, walls, beams, structural members or fabric thereof.
The Tenant shall be responsible for obtaining the Building Authority
or any other government authorities' consent for such alterations
additions or partitions in or to the said Premises at its own expense
and
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the Tenant further undertakes to comply with all Government's
requirements and regulations relating thereto. At the expiration or
sooner determination of the term the Tenant shall at its own expense
remove all such alterations or additions or partitions so erected or
installed by the Tenant and restore the said Premises to its original
tenantable state as at the commencement of the term to the
satisfaction of the Landlord.
(i) NOT TO INSTALL ELECTRICAL WIRINGS IN PREMISES WITHOUT LANDLORD'S
APPROVAL
Not to lay affix attach or install any electrical wirings or cables in
the said Premises without the prior written consent of the Landlord
and in carrying out any electrical installations and/or wiring works,
the Tenant shall use only a contractor approved by the Landlord in
writing for such purpose.
(j) NOT TO DAMAGE TOILET FACILITIES
Not to use or permit or suffer the toilet facilities provided by the
Landlord to be used for any purpose other than that for which they are
intended and not to throw or permit or suffer to be thrown therein an
foreign substance of any kind and the Tenant shall pay to the Landlord
on demand all costs and expenses incurred by the Landlord in making
good any breakage, blockage or damage resulting from a violation of
this Clause 4(j).
(k) NOT TO DAMAGE MAIN STRUCTURE, WALLS, CEILINGS AND OTHER COMMON SERVICE
FACILITIES
(i) Not to damage, mark or deface or permit or suffer to be damaged,
marked or defaced any main structure, fixtures and fittings,
decorations, installations, lifts or other common service
facilities including air conditioning units, cloakrooms, service
pantries, halls, passageways, staircases, drainage wells, walls
and ceilings of the said Building outside the said Premises, and
to pay on demand to the Landlord all costs and expenses incurred
by the Landlord in repairing, making good the damage or cleaning
the same.
(ii) NOT TO DRIVE NAILS ETC. INTO CEILINGS, WALLS OR FLOORS
Not without the prior written consent of the Landlord to drive or
insert or permit or suffer to be driven or inserted any nails,
screws, hooks, brackets or similar articles into the ceilings,
walls or floors of the said Premises and any other parts of the
said Building outside the said Premises.
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(l) DISPLAY NAME-PLATE OR SIGNBOARD ETC.
Not without the prior written consent of the Landlord and/or the
Manager to exhibit or display within outside or at the exterior of the
said Premises any name-plate, poster, flag, notice, advertisement,
sign-board, decoration, sign or other device, whether illuminated or
not, which may be visible from outside of the said Premises except in
such space and in such form style and manner with lettering and
characters approved by the Landlord and/or the Manager.
(m) NOT TO ALTER LOCKS
Not without the prior written consent of the Landlord to alter the
existing locks, bolts and fittings on the entrance doors to the said
Premises nor to install any additional locks, bolts or fittings
thereon.
(n) NOT TO ENCUMBER OR OBSTRUCT PASSAGES AND COMMON AREAS
Not to encumber or obstruct or permit or suffer to be encumbered or
obstructed with any boxes, cartons, packages, rubbish, refuse,
dustbins, garbage cans, furniture, chattels, or store of any goods, or
other obstruction of any kind or nature any of the entrances, exits,
staircases, landings, passageways, lifts, corridors, lavatories,
lobbies or other parts of the said Building in common use so that the
same are at all times kept clear and free of any obstructions of any
nature and the Landlord shall in addition to any other remedies which
the Landlord may have hereunder be entitled without notice and at the
Tenant's expenses to remove and dispose of as it sees fit any such
obstructions aforesaid without incurring any liability therefor
whatsoever whether tortious or other wise to the Tenant or any other
person whomsoever and the Tenant shall on demand pay or reimburse to
the Landlord all costs and expenses incurred in such removal.
(o) NOT TO LAY WIRINGS OR CABLES ETC. IN COMMON AREAS
Not to lay install affix or attach any wirings, cables, pipes or other
articles or things in or upon any of the entrances, exits, staircases,
landings, passageways, corridors, lavatories, lobbies or any other
common areas of the said building outside the said Premises.
(p) PROHIBITION OF SUBLETTING OR TRANSFER
(i) Not to assign underlet or otherwise part with the possession of
or transfer the said Premises or any part or parts thereof or any
interest therein or permit or suffer any arrangement or
transaction whereby any person or persons who
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is/are not a party to this Agreement obtains or obtain the use
possession enjoyment or occupation of the said Premises or any
part or parts thereof irrespective of whether any rental or other
consideration is given therefor. The tenancy created pursuant to
this Agreement shall be personal to the Tenant named in this
Agreement and without in any way limiting the generality of the
foregoing, the following acts and events shall, unless previously
approved in writing by the Landlord, be deemed to be breaches of
this Clause 4(p):
A. In the case of a Tenant which is a partnership any change in
the constitution of the partners including 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 Tenant) the death,
insanity or other disability of that individual, to the
intent that no right to use, possess, occupy or enjoy the
said Premises or any par thereof shall vest in the executor,
administrator, personal representative, next of kin,
trustee, receiver or committee of any such individual:
C. In the case of a Tenant which is a limited company
incorporated in accordance with the laws of Hong Kong or
elsewhere any take-over, reconstruction, amalgamation,
merger, voluntary liquidation or change in the person or
persons who owns or own a majority of its voting share or
who otherwise has or have effective control thereof.
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 said Premises or any
part or parts thereof or does in fact use, possess, occupy
or enjoy the same:
E. The change of the Tenant's business name without the prior
written consent of the Landlord.
(q) NOT TO KEEP ANIMALS OR PETS AND TO PREVENT INFESTATION
Not to keep or permit or suffer to be kept any animals, birds or pets
inside the said Premises and to take all such steps and precautions at
such intervals as shall be required by the Landlord and to the
satisfaction of the Landlord to prevent the said Premises or any part
or parts thereof from becoming infested by termites, rats, mice,
cockroaches or any other pests or vermin and in the event of any such
infestation to
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permit the same to be remedied by contractor appointed by the Landlord
at the Tenants' own cost and expense.
(r) NOT TO PERMIT TOUTING OR SOLICITING OF BUSINESS
Not to permit any canvassing, peddling, touting or soliciting for
business or distributing of any booklets, literatures, promotional
items, pamphlets, notices or advertising matters to be conducted
outside or near the said Premises or in any part or parts of the said
Building.
(s) MOVEMENT OF HEAVY MACHINERY EQUIPMENT ETC. WITH LANDLORD'S CONSENT
Not to move any heavy machinery equipment freight bulky item or
fixtures and fittings which would impose a weight on any part of the
flooring in excess of the maximum loading capacity referred to in
Clause 4(w) hereof in and out of the said Building without obtaining
the Landlord's prior written consent. The Tenant shall indemnify and
keep the Landlord indemnified against all damage sustained by any
person or property and for any damages or monies as well as legal
costs on a full indemnity basis incurred by the Landlord in settlement
of any actions, claims, proceedings or demands in connection therewith
and for all costs and expenses incurred by the Landlord in repairing
any damage to the said building and its appurtenances resulting from
the movement of any heavy machinery equipment freight bulky item or
fixtures and fittings by the Tenant.
(t) NOT TO HANG BLINDS OR AERIAL ETC.
Not to hang, fix or erect any Venetian blinds or sun blinds of any
description, shelters or coverings, wire or aerial wirings or other
things whatsoever on any exterior part of the said Building including
the roof and the exterior wall of the said Premises nor to do or
permit to be done any act or thing which may or will alter the
external appearance of the said Building.
(u) NOT TO HANG LAUNDRY
Not to use or cause or permit the use of the entrances, exits, halls,
lobbies, corridors, staircase, landings, passageways, lavatories and
other common areas of the said building for the purpose of drying
laundry or hanging or placing or storing any articles or things
thereon or therein and not to permit the Tenant's servants, employees,
agent, invitees, licensees and customers to use the same for loitering
or eating.
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(v) NOT TO USE LIFTS FOR CARRIAGE OF CARGOES
Not to permit or suffer the lifts to be used for the carriage of
cargoes, goods and other articles or things exceeding the maximum
loading limit specified therefor by a notice affixed therein.
(w) NOT TO EXCEED FLOOR LOADING
Not without the prior written consent of the Landlord to bring onto or
suspend in or from or permit or suffer to be brought onto or suspended
in or from the said Premises any equipment apparatus or machinery
which imposes a weight on any part of the flooring of the premises in
excess of the existing floor loading capacity of the said Building.
The Landlord shall be entitled to prescribe the maximum weight and
permitted locations of safes and other heavy equipment apparatus or
machinery and may require the same to stand on supports of such
dimension and material to distribute the weight as the Landlord may
consider necessary.
(x) EXCLUSION OF LANDLORD'S LIABILITY
Not to hold the Landlord liable or responsible in any way to the
Tenant or to any other person whomsoever in respect of any injury
damage or loss of business or other liability whatsoever which may be
suffered by the Tenant or by any other person or any property
howsoever caused and in particular, but without limitation, caused by
or through or in any way owing to:
(i) any defect in or failure or need for repair or overhaul of the
supply of electricity, gas, water, telephone, air conditioning,
lifts or other services whatsoever or any surge reduction
variation interruption or termination in the supply of such
services;
(ii) any typhoon, landslide, subsidence of the ground, escape of fire,
smoke, fumes or other substance or thing from anywhere within the
said Building, any seepage, overflow or leakage of water from any
pipes, drains or fire services system or anywhere within the said
building or the influx of rain water or sea water into the said
Premises or the said Building or any escape of electric current
from electric wirings cables or ducts situate upon or in any way
connected with the said Building or any part or parts thereof or
dropping or falling of any article object or material whatsoever
including cigarette ends, glass or tiles from anywhere within the
said Building, or vibrations from an floor office or premises in
the said Building or in the adjoining or neighboring building.
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(iii)any defective or damaged condition of the said Premises or any
part or parts thereof or the Landlord's fixtures and fittings
therein;
(iv) any misconduct negligence or breach of duties on the part of the
Manager;
(v) any act, neglect or default of the Tenant or to other tenants and
occupiers or any of their servants, employees, agents, invitees,
licensees or customers of the other parts of the said Building or
the adjoining or neighboring building;
(vi) any failure or breakage of glass or plate glass of or in the said
Premises or the said Building.
5. LANDLORD'S COVENANTS THE LANDLORD HEREBY AGREES WITH THE TENANT as follows:
(a) TO PAY CROWN RENT AND PROPERTY TAX
To pay the Crown rent and Property Tax and all expenses of a capital
or non-recurring nature attributable to or payable in respect of the
said Building.
(b) TO PROCURE MANAGER TO KEEP MAIN STRUCTURE ETC.
To procure the Manager to keep the roof of the said Building and the
main structure, entrances, exists, lobbies, lifts, escalators,
corridors, staircases, landings, passageways, canopy, lavatories and
other common areas of and in the said Building and the common service
facilities therein in a good state of repair and condition Provide
That the Landlord shall not incur any liability for any breach of
obligation under this Clause 5(b) unless and until written notice of
any defect or want of repair or bad condition shall have been
previously given by the Tenant to the Landlord and the Landlord shall
have failed to take reasonable steps to repair or remedy the same
after the lapse of a reasonable time from the date of service of such
notice.
(c) TENANT SHALL HAVE QUIET ENJOYMENT
That the Tenant paying the rent, rates, air conditioning charge and
management fee and all other outgoings hereby agreed to be paid on the
days and in the manner herein provided for payment of the same and
observing and performing the agreements, stipulations and conditions
herein contained and on the Tenant's part to be observed and performed
shall peacefully hold and enjoy the said Premises during the term
without any interruption by the Landlord or any person lawfully
claiming under or in trust for the Landlord.
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6. IT IS HEREBY FURTHER EXPRESSLY AGREED AND DECLARED as follows:
(a) LATE PAYMENT PENALTY
If the Tenant shall have failed to pay the rent, rates, air
conditioning charge and management fee and all outgoings payable
hereunder in respect of the said Premises within seven (7) days from
the day due for payment thereof, the Landlord shall without prejudice
to its other rights and remedies hereunder or otherwise, be entitled
to charge and the Tenant shall be liable to pay to the Landlord
interest on the arrears of rent or outstanding amount of rates, air
conditioning charge and management fee and all outgoings thereof at
the rate of (as well before as after any judgment) three (3) %
percentum per month from the date the same is due until the actual
date of payment together with all legal costs and expenses incurred by
the Landlord on a full indemnity basis for the purpose of recovering
the arrears or outstanding sums in Court or otherwise from the Tenant
and shall be a debt due from the Tenant to the Landlord and be
forthwith recoverable by action. The Landlord shall also be entitled
to disconnect or discontinue the supply of services, including but not
limited to air conditioning, water, electricity, gas to the said
Premises and/or to the Tenant without prior notice to the Tenant.
(b) RATES ON ACCOUNT
The Tenant shall pay the rates in respect of the said Premises
quarterly in advance upon receipt of the debit note from the Landlord.
(c) LANDLORD'S RIGHT OF RE-ENTRY ETC.
If the rent, rates, air conditioning charge and management fee or all
outgoings payable hereunder or any part hereof shall be unpaid for
fifteen (15) days after that same shall become payable (in the case of
the rent whether legally or formally demanded or not) or if the Tenant
shall fail or neglect to observe or perform any of the agreements,
stipulations or conditions herein contained and on the Tenant's part
to be observed and performed or if the Tenant shall become bankrupt,
or being a corporation shall go into liquidation by whatsoever reasons
or for whatsoever purposes, or if any petition shall be filed for the
winding up of the Tenant, or if the Tenant shall otherwise become
insolvent or make any composition or arrangement with creditors, or
shall suffer any execution to be levied on the said Premises or
otherwise on the Tenant's 's goods, then and in any such case it shall
be lawful for the Landlord at any time thereafter to forfeit the
tenancy hereby created and to re-enter on the said Premises or any
part or parts thereof and to recover possession of the said Premises
in the name of the whole whereupon this Agreement shall absolutely
cease and determine but without prejudice to any right of action by
the
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Landlord in respect of any outstanding breach or non-observance or
non-performance of any of the agreements, stipulations and conditions
herein contained or to the Landlord's right to deduct all loss and
damage thereby incurred from the said deposit paid by the Tenant in
accordance with Clause 2 hereof.
(d) WRITTEN NOTICE SHALL BE SUFFICIENT
A written notice served by the Landlord on the Tenant in manner
hereinafter mentioned to the effect that the Landlord thereby
exercised the power of forfeiture and/or re-entry herein contained
shall be full and sufficient exercise of such power without physical
entry on the part of the Landlord.
(e) ACCEPTANCE OF RENT NOT WAIVER OF BREACH OF COVENANT
Acceptance of rent by the Landlord shall not be deemed to operate as a
waiver by the Landlord of any right to proceed against the Tenant in
respect of any breach non-observance or non-performance by the Tenant
of any of the agreements, stipulations and conditions herein contained
and on the Tenant's part to be observed and performed.
(f) FORCE MAJEURE
If the said Premises or any part or parts thereof shall be rendered
inaccessible or destroyed or so damaged by fire, typhoon, Act of God,
force majeure or at any time during the term the said Premises or the
said Building or any part or parts thereof shall be condemned as a
dangerous structure or a demolition order or closure order of the
relevant Government authorities shall become operative in respect of
the said Premises or the said Building or any part or parts thereof or
other cause beyond the control of the Landlord and not attributable
directly to any act or default of the Tenant as to be rendered unfit
for commercial use and occupation or inaccessible and subject to the
insurance policy or policies for such risks effected by the Landlord
(if any) shall not have been rendered void or voidable or payment of
policy moneys refused in whole or in part in consequence of any act or
neglect or default of the Tenant, the rent, rates, air conditioning
charge and management fee and all outgoings or a part thereof
proportionate to the damage sustained shall cease to be payable until
the said Premises shall have been restored or reinstated or rendered
accessible Provided Always That the Landlord shall be under no
obligation to repair or reinstate the said Premises And Provided
Further That without prejudice to the foregoing if the whole or
substantially the whole of the said Premises shall have been destroyed
or rendered unfit for use and occupation and shall not have been
repaired or reinstated within three (3) months of the occurrence of
the destruction or damage then either party shall be entitled at any
time before the same are so repaired and
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reinstated to terminate this Agreement by notice in writing to the
other and thereupon this Agreement and the term shall determine as
from the date on which they were rendered unfit for use and occupation
or inaccessible but without prejudice to the rights and remedies of
either party against the other in respect of any antecedent claim or
liability hereunder. In the event of any disagreement between the
parties hereto on the application of this Clause 6(f) then the subject
of disagreement shall be referred to a single arbitrator for
settlement in accordance with the provisions of the Arbitration
Ordinance for the time being in force.
(g) LANDLORD NOT LIABLE FOR BREAKDOWN IN AIR CONDITIONING SYSTEM
The Landlord shall not in any circumstances be liable to the Tenant
for any defect in or mechanical breakdown or failure or need for
repair or overhaul of the air conditioning system nor shall the rent
or air conditioning charge and management fee abate or cease to be
payable on account thereof Provided Also That if the air conditioning
system shall wholly breakdown or cease to operate for any period of
fourteen (14) or more consecutive days, the due proportion of the air
conditioning charge and management fee attributable to the maintenance
of the air conditioning system but not the rent shall cease to be
payable from the first day after the end of such period of fourteen
(14) consecutive days until the air conditioning system again
commences operating.
(h) TENANT RESPONSIBLE FOR ACTS OF SERVANTS, VISITORS, ETC.
For the purpose of these presents any act, default, neglect or
omission of any servants, employees, agents, invitees, licensees or
customers (as hereinbefore defined) of the Tenant shall be deemed to
be the act, default, neglect or omission of the Tenant.
(i) DISTRESS FOR RENT
For the purpose of Part III of the Landlord and Tenant (Consolidation)
Ordinance, Chapter 7 of the Laws of Hong Kong, and for the purpose of
this Agreement, the rent payable in respect of the said Premises shall
be and be deemed to be in arrear if not paid in advance at the time
and in the manner stipulated in Clause 3(a) hereof.
(j) WAIVER
To the extent that the Tenant can lawfully do so, the Tenant hereby
expressly agrees to deprive itself of and to waive all rights (if any)
to protection against eviction or ejectment afforded by any existing
or future legislation from time to time in force and
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applicable to the said Premises or to the tenancy hereby created and
the Tenant agrees to deliver up vacant possession of the said Premises
to the Landlord on the expiration or sooner termination of the tenancy
hereby created notwithstanding any rule of law or equity to the
contrary.
(k) NON-WAIVER
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 and
remedies of the Landlord hereunder in respect of any such continuing
or subsequent default or breach and no waiver by the Landlord shall be
inferred from or implied by anything done or omitted by the Landlord
unless expressed in writing, and signed by the Landlord. Any consent
given by the Landlord shall operate as a consent only for the
particular matter to which it relates and in no way shall be
considered as a waiver or release of any of the provisions hereof nor
shall it be construed as dispensing with the necessity of obtaining
the specific written consent of the Landlord in the future unless
expressly so provided.
(l) LANDLORD'S RIGHT TO EXHIBIT SELLING OR LETTING NOTICE
During the three months immediately preceding the expiration of the
term hereby created, the Landlord shall be at liberty to affix and
maintain without interference upon any external part of the said
Premises notice or advertisement stating that the premises are to be
let or to be sold and such other information in connection therewith
as the Landlord shall deem fit.
(m) SERVICE OF NOTICES
Any notice required to be served hereunder shall, if to be served on
the Tenant, be sufficiently served if addressed to the Tenant and sent
by prepaid post to or delivered at the said Premises or the tenant's
last known place of business or registered office or residence in Hong
Kong and, if to be served on the Landlord, shall be sufficiently
served if addressed to the Landlord or such other person as may be
notified in writing to the Tenant and sent by prepaid post to or
delivered at the registered office of the Landlord or any other
address which the Landlord may notify to the Tenant from time to time.
In the case of a notice sent by prepaid post as aforesaid, service
shall be deemed to have been effected two (2) days after the date of
posting.
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(n) RENAME OF BUILDING
The Landlord shall at any time and from time to time during the term
hereby granted be entitled to change the name or re-name or give
consent to the other party to name or re-name the said Building or any
part or parts thereof with any such name or style as in its sole
discretion may determine on giving not less than two (2) months notice
to the Tenant of its intention so to do and in respect thereof the
Landlord shall not be liable for any damages to the Tenant or be made
a party to any other proceedings or for costs or expenses of
whatsoever nature incurred by the Tenant as a result of such change.
(o) LEGAL COSTS AND EXPENSES
Each party shall bear its own legal costs and disbursements of and
incidental to the preparation approval and completion of this
Agreement and the Tenant further agrees and undertakes to reimburse
the Landlord half share of all legal costs and disbursements payable
by the Landlord to Messrs. Paul K. C. Chan & Co. upon signing of this
Agreement provided that any stamp duty and registration fees, if any,
payable hereon and the duplicate shall be borne and paid by the
parties hereto in equal shares.
7. ASSIGNMENT
In the event that this Agreement or the said Premises or any part or parts
thereof is/are assigned to other person(s) ("the new Landlord") by the
Landlord, the following provisions shall apply:
(1) the Tenant, subject to and at the direction of the Landlord, shall
accept and acknowledge the new Landlord as the new Landlord in respect
of the said Premises or any part or parts thereof assigned as
aforesaid to whom the Tenant thereafter shall become liable according
to the terms and conditions of this Agreement and shall enter into a
Deed of Novation and/or Transfer or other agreement(s) or document(s)
with the new Landlord and the Landlord at the cost of the new Landlord
and/or the Landlord in such reasonable form and content as
satisfactory to the Landlord and the new Landlord for the purposes of
confirming the release, discharge and cessation of all liabilities and
obligations of the Landlord hereunder including but not limited to the
Landlord's obligation in respect of the refund of the said deposit
hereunder (so far as they relate to the said Premises or any part or
parts thereof assigned as aforesaid) and the continuation of the
liabilities and obligations of the Tenant hereunder to give effect to
or (as the case may be) to confirm the assumption and taking up by the
new Landlord in lieu of the Landlord of all the Landlord's liabilities
and obligations hereunder including but not limited to the Landlord's
obligation in
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respect of the refund of the said deposit hereunder (so far as they
relate to the said Premises or any part or parts thereof assigned as
aforesaid);
(2) upon the assignment of this Agreement or the said Premises or any part
or parts thereof and the new Landlord thereof agreeing to assume take
up all the Landlord's liabilities and obligations hereunder, all the
Landlord's liabilities and obligations hereunder including without
limitation its obligations to refund the said deposit to the Tenant
hereunder (so far as they relate to the said Premises or any part or
parts thereof assigned as aforesaid) whether contractual or other wise
shall absolutely cease and be taken up by the new Landlord and the
Tenant shall only seek refund of the said deposit (subject always to
the terms and conditions contained in this Agreement) from the new
Landlord.
8. RENT FREE PERIOD
Notwithstanding anything to the contrary contained in this Agreement, the
Tenant shall be entitled to a rent-free period for a period of three (3)
months from 1st July 1996 to 30th September 1996 (both days inclusive)
provided that during the said period the Tenant shall be responsible for
and pay all the rates, air conditioning charges and management fees, and
all other outgoings payable by the Tenant in respect of the said Premises
under the terms and conditions of this Agreement.
9. OPTION TO RENEW
(a) If the Tenant shall be desirous of taking a tenancy of the said
Premises for a further term of Three (3) years from the expiration of
the term hereby granted the Tenant shall not earlier than six (6)
months nor later than three (3) months before the expiration of the
term hereby granted give to the Landlord notice in writing of its
desire and the said option shall be deemed to have lapsed and be of no
further effect whatsoever if not so exercised within the
abovementioned time. If as at the termination of the tenancy hereby
created the Tenant shall have paid all rent hereby reserved and shall
have performed and observed the agreements, stipulations and
conditions herein contained on its part to be performed and observed
then the Landlord shall grant to the Tenant and the Tenant shall take
a new Tenancy Agreement in respect of the said Premises for the
further term of Three (3) years commencing immediately after the
expiration of the term hereby granted at the then prevailing open
market rent to be determined in accordance with sub-clause (c) hereto.
A notice once having been given by the Tenant to the Landlord
hereunder shall be irrevocable and shall be binding on the Tenant.
(b) During the penultimate month immediately preceding the expiration of
the term hereby created the Landlord shall notify the Tenant of the
Landlord's assessment of
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the open market rental for the said further term of Three (3) years
and the Tenant shall within fourteen (14) days upon receipt of such
notice lodge with the Landlord a written notice accepting or rejecting
the Landlord's assessment. If the Tenant agrees to the Landlord's
assessment and accept such assessment at the time and in the manner as
aforesaid, the Landlord's assessment shall be the new rent payable by
the Tenant during the said further term of Three (3) years or if the
Tenant shall fail to lodge such notice at the time and in the manner
as aforesaid then the Landlord's assessment shall be deemed to be the
open market rental for the said further term of Three (3) years.
(c) If, within fourteen (14) days of the lodging of the said notice
referred to in sub-clause (b) hereof, the parties shall be unable to
agree the new rent payable by the Tenant for the said further term of
Three (3) years either the Tenant shall be entitled to terminate the
tenancy hereby created on the original expiry date of the term hereby
granted or either the Landlord or the Tenant may serve a notice upon
the other calling for an independent surveyor and valuer (hereinafter
referred to as "the Surveyor") to be appointed to determine the new
rent. The Surveyor may be appointed by agreement between the Landlord
and the Tenant or in default of such agreement the surveyor may be
appointed at the request of either of the parties hereto in the first
instance by the Chairman or President (as the case may be) for the
time being of The Royal Institution of Chartered Surveyors (Hong Kong
Branch) or in default of such appointment the Surveyor may be
appointed at the request of either of the parties hereto by the
Chairman or President (as the case may be) for the time being of the
Hong Kong Institute of Surveyors or equivalent professional body. The
Surveyor's decision as to what shall be the new rent shall be
conclusive and binding on the parties hereto.
(d) In determining the new rent the Surveyor shall act as an expert and
not as an arbitrator and shall take into account the open market
rental (including for this purpose any management fees payable) for
prime commercial accommodation or in similar commercial buildings in
Hong Kong to those of the Building obtainable at the time of
commencement of the further term of Three (3) years on the following
assumptions that at that date:
(i) no work which has been carried out thereon by the Tenant or its
permitted sub-tenants (if any) or predecessors in title has
diminished the rental value of the said Premises and that in case
the said Premises have been destroyed or damaged, they have been
fully reinstated and restored;
(ii) the said Premises are available for letting by a willing Landlord
to a willing Tenant without a premium but with vacant possession;
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(iii)that the covenants herein contained on the part of the Tenant
have been fully performed and observed.;
But disregarding:
(iv) any effect on rent of the fact that the Tenant has been in
occupation of the said Premises;
(v) any goodwill attached to the said Premises by reason of the
carrying on thereat of the business of the Tenant;
(vi) any increase in rental value of the said Premises attributable to
any special improvement to the said Premises or any par thereof
carried out by the Tenant with the Landlord's consent where
required including any special improvements made by the Landlord
at the expense of the Tenant prior to the commencement or during
the continuance of the term.
(e) The Surveyor shall afford to each of the parties hereto an opportunity
to make representations to him.
(f) If the Surveyor shall die delay or become unwilling or incapable of
acting or if for any other reason the Chairman or President (as the
case may be) for the time being of the Royal Institution of Chartered
Surveyors Hong Kong Branch or the Chairman or President (as the case
may be) for the time being of the Hong Kong Institute of Surveyors as
the case may be or the person acting on his behalf shall in his
absolute discretion think fit he may by writing discharge the Surveyor
and appoint another in his place.
(g) If the new rent shall not have been determined before the commencement
of the said further term of Three (3) years, pending determination of
the new rent the Tenant shall continue to pay monthly on account of
the new rent the rent that was payable by the Tenant in respect of the
period immediately prior to the beginning of the said further term of
Three (3) years and within ten (10) days of the determination of the
new rent, the Tenant shall pay to the Landlord the difference between
the rent actually paid by the Tenant during the period pending
determination plus such amount of interest as may be directed by the
Surveyor.
(h) Irrespective of any assessment or determination of the open market
rental for the said Premises in no case shall the new rent that shall
be payable by the Tenant for the said further term of Three (3) years
be less than the rent more particularly described and set out in the
Third Schedule hereto.
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<PAGE>
(i) The costs and expenses of the Surveyor including the cost of his
appointment shall be borne by the Tenant unless the open market rental
determined by the Surveyor shall be less than that assessed by the
Landlord in accordance with sub-clause (b) hereof in which case all
costs and expenses of the Surveyor shall be borne by the Landlord and
the Tenant in equal shares and each party shall bear all other costs
and expenses incurred by themselves in respect of or in connection
with any rent review separately.
(j) The said further term of Three (3) years shall be granted by the
Landlord to the Tenant on the same terms and conditions as are herein
contained whenever appropriate except Clauses 8, 9 and 20 and except
that:
A. under the said further term of Three (3) years the said deposit
paid hereunder shall be increased to an amount representing the
aggregate of three months' new rent and three months' new air
conditioning charges and management fees determined by the
parties hereto in accordance with the provisions set out
hereinbefore.
B. provided that the said further term of Three (3) years shall not
be terminated before its expiry date for whatever reason and the
Tenant shall not be released from its obligation under Clause
3(p) hereof.
10. MANAGEMENT REGULATIONS
(a) The Landlord reserves the right from time to time and by notice in
writing to the Tenant to Make impose adopt and introduce and
subsequently supplement amend or abolish if necessary such reasonable
regulations as it may consider necessary for the management operation
and maintenance of the said Building including without limitation
those regulations relating to the use of the common service
facilities, the lifts and the use of the loading and unloading areas
(if any) in the said Building.
(b) Such regulations shall be supplementary to the terms and conditions of
this Agreement and shall bind the Tenant and any breach of the
regulations shall be deemed to be a breach of this Agreement for which
the Landlord may exercise all or any of its rights or remedies
hereunder.
(c) Such regulations shall not in any way derogate from the terms and
conditions of this Agreement. In the event of conflict between such
regulations and the terms and conditions of this Agreement the terms
and conditions of this Agreement shall prevail.
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<PAGE>
11. JOINT AND SEVERAL LIABILITY
Where more than one person is named as the Tenant in the First Schedule
hereto all such persons shall sign this Agreement and shall be jointly and
severally liable for the performance and observance of the terms,
conditions, and agreements contained herein and on the part of the Tenant
to be performed and observed.
12. NO PREMIUM
The Tenant acknowledges that no fine premium key money or other
consideration has been paid by the Tenant to the Landlord for the grant of
the tenancy hereby created and that the rent is the best rent which can
reasonably obtained without a premium.
13. NO WARRANTY
The Landlord does not warrant that the said Premises together with the
fixture and fittings thereto are fit for the purposes for which they are
let or for any other purposes whatsoever intended to be used by the Tenant
and shall not be liable or responsible to the Tenant for any damages or
loss in respect thereof.
14. FULL AGREEMENT
This Agreement sets out the full agreement reached between the parties
hereto and no other representations have been made or warranties given
relating to the Landlord or the Tenant or the said Building or the said
Premises and if any such representation or warranty has been made given or
implied the same is hereby waived.
15. LAW
This Agreement shall be governed and construed in all respects in
accordance with the laws of Hong Kong.
16. MARGINAL NOTES
The Marginal notes are intended only for guidance and reference and do not
form part of this Agreement nor shall any of the provisions in this
Agreement be construed or interpreted by reference thereto or in any way
affected or limited thereby.
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<PAGE>
17. MISCELLANEOUS
Unless the context otherwise requires, words herein importing the masculine
gender shall include the feminine and neuter and words herein in the
singular shall include the plural and vice versa and the expression
"person" or "persons" shall include firms and/or corporations.
18. LEGAL REPRESENTATION
The Tenant hereby declares that the Tenant understands the effect of this
Agreement and that the Tenant has not been subject to any undue pressure to
sign the same and further agrees and declares that Messrs. Paul K. C. Chan
& Co., solicitors act solely as the solicitors for the Landlord in the
preparation and execution of this Agreement and that the Tenant has been
duly requested and advised by Messrs. Paul K. C. Chan & Co. to seek
independent legal advice on this Agreement or any of the provisions herein
contained prior to signing of this Agreement. Notwithstanding the aforesaid
advice, the Tenant hereby confirms and declares that the Tenant fully
understands the contents and effects of this Agreement and that the Tenant
requires no independent legal advice hereon.
19. MORTGAGEE'S CONSENT
IT IS HEREBY FURTHER AGREED by the parties hereto as follows:
The said Premises are at present subject to a Mortgage registered in the
Land Registry by Memorial No. 6611234 and made between the Landlord as
Mortgagor of one part and the Yien Yieh Commercial Bank Limited as
Mortgagee of the other part. This Agreement is conditional upon the written
consent of the said Mortgagee being obtained and in the event of the said
mortgagee failing or refusing to give such consent as aforesaid, this
Agreement shall become null and void and the Tenant shall immediately
vacate the said Premises and all sums paid hereunder by the Tenant to the
Landlord shall be returned to the Tenant without interest or compensation.
20. LICENSE FEE-FREE CLAUSE
The Landlord hereby grants to the Tenant a license-at-will to use and
occupy the Premises for the purpose of inspection and measurement for
fitting out purpose of the same of the period form the 25th day of June
1996 to the 30th day of June 1996 (both days inclusive) free of license fee
provided that the Tenant shall during the said period observe and comply
with all terms and conditions herein contained with such modifications only
as are necessary to make the same applicable to the license hereby granted.
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<PAGE>
21. TENANTS RIGHT TO USE FURNITURE, FIXTURES AND CHATTELS
Notwithstanding anything herein contained to the contrary, it is hereby
expressly agreed by the parties hereto that the Tenant shall during the
term of this tenancy have the right to use the furniture, fixtures and
chattels as set out in the Fifth Schedule hereto ("the Furniture") without
payment of any additional rent and charges therefor upon the following
terms and conditions:
(a) That the Tenant shall not remove permit or cause to be removed any
item of the Furniture from the said Premises save for the purposes of
repair or replacement.
(b) The Landlord shall have the same right as set out in Clause 3(j)(i)
hereof to enter into the said premises upon prior notice to view the
condition of the Furniture and the same right as set out in Clause
3(k)(ii) to cause repair thereto at the costs and expenses of the
Tenant of which written notice has been received by the Tenant and
which the Tenant has failed to repair within 14 days of receipt of
such notice, or such shorter period as shall be appropriate in case of
emergency.
(c) That the Tenant shall maintain and keep the Furniture in good clean
and substantial repair and condition (fair wear and tear excepted).
(d) That the Tenant shall at the expiration or sooner determination of
this Agreement deliver up to the Landlord the Furniture and replace
with articles of similar value any items of the Furniture which are
removed, missing, lost or so destroyed or damaged as to be incapable
of repair owing to the default or neglect of the Tenant.
22. THE PLAN
The parties hereto declare and acknowledge that the use, occupation and
enjoyment of the Corridor on the 21st Floor of the said Building as shown
colored Pink hatched Black on the plan annexed hereto for identification
purpose is subject to compliance of the Building Ordinance (Cap. 123) and
Fire Service Ordinance (Cap. 95) of the Laws of Hong Kong and subject also
to the rights of ingress and egress for the Landlord, Hong Chun Development
Limited and Chi Wen Trading Company Limited and their licensees, assignees
and others along the Corridor leading from the common staircase and lifts
to the Air Conditioning Handling Unit Room and the Meter Room colored
Yellow on the said Plan.
23. SHOWROOM AND STRONGROOM
It is hereby agreed by the parties hereto that the Tenant shall at its own
costs and expenses be entitled to erect a showroom (not exceeding 300
square feet) and a strongroom (not exceeding 600 square feet) in the said
Premises for the purpose of its business as may be
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<PAGE>
approved by the Landlord in accordance with Clause 3(e) herein and the
Tenant shall remove the said showroom and strongroom and reinstate the said
Premises in accordance with Clause 3(p) herein.
THE FIRST SCHEDULE ABOVE REFERRED TO
LANDLORD: SAME FAST LIMITED (illegible) whose registered office is
situate at 36th Floor, Rooms 3601-05, China Resources
Building, 26 Harbour Road, Hong Kong.
TENANT: MAN SANG JEWELLERY COMPANY LIMITED (illegible) whose
registered office is situate at 14th Floor, Sands Building,
17 Hankow Road, Tsimshatsui, Kowloon, Hong Kong.
THE SECOND SCHEDULE ABOVE REFERRED TO
The entire office on 21st Floor and the Corridor on 21st Floor, No. 39
Chatham Road South, Kowloon, Hong Kong erected on the said Land.
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<PAGE>
THE THIRD SCHEDULE ABOVE REFERRED TO
TERM OF TENANCY: Three (3) Years commencing on 1st July 1996 and expiring
on 30th June 1999.
RENT: HK$326,400.00 per calendar month (exclusive of rates,
air conditioning charge and management fee and all
outgoings of every description) payable in advance
without any deductions whatsoever on the first day of
each and every calendar month and the first of such
payment is to be paid on the 1st October 1996 Provided
That the Tenant shall be entitled to the rent-free
period in Clause 8 hereof.
AIR CONDITIONING CHARGE: HK$32,640.00 per calendar month in advance clear of all
AND MANAGEMENT FEE deductions on the first day of each and every calendar
month subject to such increase as may from time to time
be imposed by the Manager charged with the management
of the said Building during the term of the tenancy.
DEPOSIT: The sum of HK$1,077,120.00, particulars as follows:
(i) HK$979,200.00 being Three (3) months' rental
deposit;
(ii) HK$97,920.00 being Three (3) months' air
conditioning charge and management fee deposit.
THE FOURTH SCHEDULE ABOVE REFERRED TO
The said Premises shall only be used for office purpose and for no other purpose
whatsoever.
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<PAGE>
THE FIFTH SCHEDULE ABOVE REFERRED TO
1. Suspended ceiling grid, ceiling tiles and light boxes
2. Standard fire sprinkler system
3. Full central air conditioning system
4. Wall plaster with paint
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<PAGE>
AS WITNESS the hands of the parties hereto the day and year first above written.
SIGNED by Mr. Tian Wei, }
its director, }
for and on behalf of the }
Landlord }
}
in the presence of: }
For and on behalf of
/s/ illegible SAME FAST LIMITED
------------------------------
Anita Vachani
Clerk to Messrs. Paul K.C. Chan & Co /s/ illegible
Solicitors, Hong Kong -----------------------------------
Authorized Signature(s)
SIGNED by Mr. Cheng Tai Po, } For and on behalf of
its director, } MAN SANG JEWELLERY CO., LTD.
for and on behalf of the }
Tenant }
}
in the presence of: } /s/ illegible
-----------------------------------
Authorized Signature(s)
/s/ illegible
------------------------------
Anita W. S. Tong
Solicitor
Hong Kong
RECEIVED on the day and year }
first above written of and }
from the Tenant the sum }
of HONG KONG DOLLARS ONE }
MILLION AND SEVENTY-SEVEN } HK$1,077,120.00
THOUSAND ONE HUNDRED AND }
TWENTY ONLY Hong Kong }
Currency } For and on behalf of
being the deposit }
above-mentioned to be paid by } SAME FAST LIMITED
the Tenant to the Landlord }
/s/ illegible
-----------------------------------
Authorized Signature(s)
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<PAGE>
WITNESS at to signature only:
/s/ illegible I hereby verify the signature of
------------------------------ Anita Vachani:
Anita Vachani
Clerk to Messrs. Paul K. C. Chan & Co. /s/ illegible
Solicitors, Hong Kong -----------------------------------
Anita W. S. Tong
Solicitor, Hong Kong
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