Common use of INTERPRETATION AND MISCELLANEOUS Clause in Contracts

INTERPRETATION AND MISCELLANEOUS. Condonation Not a Waiver 10.1 No condoning, excusing, giving of time 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 agreements, stipulations, terms, conditions and 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 in respect of similar or other matters unless expressly so provided. (a) The common areas referred to in this Agreement shall mean the Following Common Areas and Common Services and Facilities (i) Such parts of the said building as may be designated under the Deed, if any, in respect of the said building as common areas for use in common by the co-owners for the time being of the said building; and

INTERPRETATION AND MISCELLANEOUS. Condonation Not a Waiver 10.1 No condoning, excusing, giving of time or overlooking by the Landlord Licensor of any default, breach or non-observance or non-performance by the Tenant Licensee at any time or times of any of the TenantLicensee’s agreements, stipulations, terms, conditions and obligations herein contained shall operate as a waiver of the LandlordLicensor’s rights hereunder in respect of any continuing or subsequent default, breach or non-observance or non-non performance or so as to defeat or affect in any way the rights and remedies of the Landlord Licensor hereunder in respect of any such continuing or subsequent default or breach and no waiver by the Landlord Licensor shall be inferred from or implied by anything done or omitted by the Landlord Licensor unless expressed in writing and signed by the LandlordLicensor. Any consent given by the Landlord Licensor 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 Licensor in the future in respect of similar or other matters unless expressly so provided. . Definition of Common Areas and Common Services and Facilities 10.2 (a) The common areas referred to in this Agreement shall mean the Following Common Areas and Common Services and Facilities following :- (i) Such parts of the said building as may be designated under the Deed, if any, Deed in respect of the said building as common areas for use in common by the co-owners for the time being of the said building; and (ii) Such other parts of the said building as may from time to time and at any time be so designated by the Licensor and/or the manager of the said building;

INTERPRETATION AND MISCELLANEOUS. Condonation Not a Waiver 10.1 No condoning, excusing, giving of time 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 agreements, stipulations, terms, conditions and 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 nonperformance 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 in respect of similar or other matters unless expressly so provided. (a) The common areas referred to in this Agreement shall mean the Following Common Areas and Common Services and Facilities following:- (i) Such parts of the said building as may be designated under the Deed, if any, in respect of the said building as common areas for use in common by the co-owners for the time being of the said building; and (ii) Such other parts of the said building as may from time to time and at any time be so designated by the Landlord and/or the manager of the said building; (b) The common services and facilities referred to in this Agreement shall mean the following (i) Such services and facilities as may be designated under the Deed, if any, in respect of the said building as common services and facilities for the use in common by or benefit of the co-owners for the time being of the said building; and (ii) Such other services and facilities within the said building as may from time to time and at any time be so designated by the Landlord and/or the manager of the said building; Provided always that the Landlord and/or the manager of the said building shall also have the full and unrestricted right and power from time to time and at any time without the same constituting an actual or constructive eviction of the Tenant and without incurring any liability to the Tenant therefor to designate redesignate reallocate and/or partition such part or parts of the common areas and/or the common services and facilities and (if any) the recreational areas and facilities on the said building for the use of any person or persons and at such charges (if any) as the Landlord and/or the manager of the said building may see fit and to erect install restrict and/or alter the arrangement and/or the location and/or the accessibility of the same and the Tenant shall not raise any objection thereto and shall not have any recourse or remedy in any manner whatsoever.

INTERPRETATION AND MISCELLANEOUS. Condonation Not a Waiver 10.1 (1) No condoning, excusing, giving of time excusing or overlooking by the Landlord of any default, breach or of non-observance or non-performance by the Tenant at any time or times of any of the Tenant’s agreements, stipulations, terms, conditions and 's obligations herein contained shall operate as a waiver of the Landlord’s '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 hereto nor shall it be construed as dispensing with the necessity of obtaining the specific written consent of the Landlord in the future in respect of similar or other matters unless expressly so provided. (a2) 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 or registered post to or delivered at the Tenant'' registered offices in Hong Kong or the last known address of the Tenant or to the said premises and if to be served on the Landlord shall be sufficiently served if addressed to the Landlord and sent by prepaid post or registered post to or delivered at the ▇▇▇▇▇▇▇▇'s registered office from time to time or any other address which the Landlord may notify in writing to the Tenant from time to time. A notice sent by post shall be deemed to have been received 48 hours after the time of posting. (3) The common areas referred Landlord reserves the right (subject to in this Agreement shall mean the Following Common Areas and Common Services and Facilities (i) Such parts any relevant provisions of the said building as may be designated under Deed of Mutual Covenant and/or the Deed, Sub-Deed of Mutual Covenant (if any, ) or Management Agreement in respect of the Building) to name the Building with any such name or style as it in its sole discretion may determine and at any time and from time to time to change alter substitute or abandon any such name without thereby becoming liable to compensate the Tenant for any loss expense or inconvenience caused to the Tenant as a consequence thereof provided that the Landlord shall give the Tenant and the post office and other relevant Government Authorities not less than two months notice of its intention so to do. (4) The Landlord reserves the right from time to time to improve, extend, add to or reduce the Building or in any manner whatsoever alter or deal with the Building (other than the said building premises) Provided always that in exercising such right the Landlord will endeavor to cause as common areas for use little inconvenience to the Tenant as is practicable in common by the co-owners for circumstances and make good any damage caused to the time being said premises within a reasonable period of time. (5) The Normal Business Hours of the said building; andBuilding shall be between the hours of 8:30 a.m. and 6:00 p.m. on Mondays to Fridays and between 8:00 a.m. and 2:00 p.m. on Saturdays ("Normal Business Hours") provided always that Normal Business Hours may be altered from time to time by the Landlord at its discretion. (6) Notwithstanding anything herein contained or implied to the contrary the Landlord may permit any person or organization to hold any functions or exhibition or display any merchandise in any part or parts or the common areas of the Building (other than the said premises) at such times and upon such terms and conditions as the Landlord may in its absolute discretion think fit. (7) Notwithstanding anything herein contained or implied to the contrary the Landlord may (subject to any relevant provisions of the Deed of Mutual Covenant and/or the Sub-Deed of Mutual Covenant (if any) or Management Agreement in respect of the Building) provide and install a public address system throughout the common areas of the Building and may play relay or broadcast or permit any other person to play, relay or broadcast recorded music or public announcements thereon. (8) 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 this tenancy. (9) The said premises is and will be handed over on an "as is" basis. No warranty is given by the Landlord as to the state and condition of the said premises and/or any building or buildings, their composition, nature or their manner of construction or the installation (if any) thereof. (10) The Tenant is responsible to apply for installing electricity meter for his own use and such installing must be met with the approval of the necessary authorities. (11) For the purpose of calculating any increase in the air-conditioning or service charge payable by the Tenant in accordance with the provisions of this Agreement the following items and costs thereof will be deemed to constitute the operating costs of the Building: (a) The cleansing of all common areas lobbies and toilets and signs of the Building whether external or internal and all external windows or glass where the cost of such cleansing is not the responsibility of a particular tenant or occupier of the Building. (b) The lighting of all common areas lobbies and signs of the Building whether external or internal. (c) Maintenance and repairs of and to the common areas of the Building and its exterior all approach ways, car parks and other facilities at on or for the benefit of the Building its tenants and users thereof excluding the cost of any structural work the cost of any work the payment of which is the responsibility of a particular of a particular tenant or occupier of the Building. (d) Gardening and landscaping expenses in and around the Building reasonably incurred by the Landlord. (e) Maintenance and repairs of and to the security systems installed at and within the Buildings. (f) Costs and expenses of providing staff at and for the benefit of the Building including the Manager and supporting staff building supervisors caretakers guards carpark attendants traffic supervisors and maintenance operatives. (g) All running costs including electricity and any other source of power used in respect of air-conditioning ventilation heating or cooling plant and equipment condensed water supply system chilled water supply system lifts escalators and any other mechanical services and appurtenances installed by the Landlord in the said premises common areas or elsewhere in the Building the cost of which is not the responsibility of the individual tenants of the Building under the terms of their leases. (h) All maintenance and repair costs in respect of air-conditioning ventilation heating or cooling plant and equipment condensed water supply system chilled water supply system lifts escalators and any other mechanical services and appurtenances installed by the Landlord in the said premises common areas or elsewhere in the Building the cost of which is not the responsibility of the individual tenants of the Building under the terms of their leases. (i) Garbage and trade waste disposal. (j) Costs and expenses properly incurred by the Landlord in providing parcel pick up points, child minding areas, mail collection points and other facilities for the benefit and promotion of the Building its tenants and users. (k) All Government rates assessed to be paid in respect of any areas not leased to individual tenants. (l) The premia in respect of all insurances held by the Landlord in respect of the Building its contents of whatsoever nature, staff employed at the Building and any other risk relating to the Landlord's ownership or interest in the Building. (m) The fees and remuneration of any manager appointed by the Landlord to manage the Building. (n) Any other items of expenditure which are in the sole discretion of the manager considered to be necessary for the management of the Building. (12) Each party shall bear its own legal costs and disbursement of and incidental to the preparation and completion of this Agreement and the stamp duty payable thereof shall borne by the parties thereto in equal shares. (13) 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 Building or the said premises and if any such representation or warranty has been made given or implied the same is hereby waived.

INTERPRETATION AND MISCELLANEOUS. Condonation Not a Waiver 10.1 No condoning, excusing, giving of time 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 agreements, stipulations, terms, conditions and 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 in respect of similar or other matters unless expressly so provided. (a) The common areas referred to in this Agreement shall mean the Following Common Areas and Common Services and Facilities following:- (i) Such parts of the said building as may be designated under the Deed, if any, Deed in respect of the said building as common areas for use in common by the co-owners for the time being of the said building; and (ii) Such other parts of the said building as may from time to time and at any time be so designated by the Landlord and/or the manager of the said building; (b) The common services and facilities referred to in this Agreement shall mean the following :- (i) Such services and facilities as may be designated under the Deed in respect of the said building as common services and facilities for the use in common by or benefit of the co-owners for the time being of the said building; and (ii) Such other services and facilities within the said building as may from time to time and at any time be so designated by the Landlord and/or the manager of the said building; Provided always that the Landlord and/or the manager of the said building shall also have the full and unrestricted right and power from time to time and at any time without the same constituting an actual or constructive eviction of the Tenant and without incurring any liability to the Tenant therefor to designate redesignate reallocate and/or partition such part or parts of the common areas and/or the common services and facilities and (if any) the recreational areas and facilities on the said building for the use of any person or persons and at such charges (if any) as the Landlord and/or the manager of the said building may see fit and to erect install restrict and/or alter the arrangement and/or the location and/or the accessibility of the same (such as entrances passageways doors doorways corridors landings staircases lobbies lifts escalators toilets) and the Tenant shall not raise any objection thereto and shall not have any recourse or remedy in any manner whatsoever.

INTERPRETATION AND MISCELLANEOUS. Condonation Not a Waiver 10.1 11.1 The headings and index are intended for guidance only and do not form part of this Agreement nor shall any of the provisions of this Agreement be construed or interpreted by reference thereto or in any way affected or limited thereby. 11.2 No condoning, excusing, giving of time 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 agreements, stipulations, terms, conditions and obligations herein contained shall operate as a waiver of the Landlord’s rights hereunder in respect of any continuing or subsequent default, 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 Landlord’s other rights and remedies nor shall it be construed as dispensing with the necessity of obtaining the specific written consent of the Landlord in the future in respect of similar or other matters unless expressly so provided. (a) 11.3 The common areas referred to in this Agreement shall mean the Following Common Areas and Common Services and Facilities (i) Such parts of Landlord does not represent or warrant that the said building as may premises are suitable for the use or purposes to which the Tenant proposes to put them and the Tenant shall satisfy himself or shall be designated under deemed to have satisfied himself that they are suitable for the Deed, if any, purpose for which they are to be used and the Tenant hereby agrees that he will at his own expense apply for any requisite licence or licences permit or permits from all Government or Public Authorities in respect of the said building as common areas for use carrying on of the Tenant’s business therein and shall execute and comply with all Ordinances, Regulations, Orders, Notices or Rules made by all competent Government or Public Authorities in common connection with the conduct of such business by the coTenant in the said premises AND the Tenant hereby further agrees to indemnify the Landlord in respect of any breach by the Tenant of this Sub-owners for clause. It is further agreed that should any notice be served on the time being Landlord by any governmental authority prohibiting the user of the said building; premises for the operation of such trade or business of the Tenant, the Tenant shall within one month after the service of the notice by the Landlord cease using the said premises for the operation of such trade or business and shall use the said premises for such purpose as permitted by law for the residue of the term. It is hereby declared and agreed that the Landlord shall in no event be liable to pay any compensation for the loss of goodwill or trade or business or damage of any kind to the Tenant. 11.4 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 Tenant’s registered office or the said premises 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 registered office. 11.5 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 this tenancy. 11.6 This Agreement sets out the full agreement reached between the parties and no other representations have been made or warranties given by the Landlord to the Tenant relating to the Building or the said premises on this tenancy and if any such representation or warranty has been made given or implied the same is deemed to have been withdrawn immediately before the signing of this Agreement. 11.7 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. 11.8 The Tenant shall be responsible for paying half of the Stamp Duty and registration fee (if any) payable in respect of this Agreement and its Counterpart. If the Tenant instructs its own solicitors, each party hereto shall be responsible for its own solicitor’s costs in connection with the preparation and completion of this Agreement. If the Tenant instructs the solicitors nominated by the Landlord, each party shall pay half of the solicitors’ costs. 11.9 The Tenant shall reimburse or pay to the Landlord all expenses and charges (including legal costs on a solicitor and client basis) incurred by the Landlord in connection with the demand of payment of the arrears of the said rent or any other monies payable by the Tenant hereunder and enforcement of any other provisions and terms herein in Court or otherwise. 11.10 The parties hereto further agree that they shall respectively be bound by and entitled to the benefit of the Special Conditions set out in Part 7 of the Schedule Provided that if there is any inconsistency or conflict between the provisions of the above Clauses and the provisions of the Special Conditions, the latter shall prevail.

INTERPRETATION AND MISCELLANEOUS. Landlord and Tenant Legislation 1. To the extent that the Tenant can lawfully do so, the Tenant hereby expressly agrees to deprive himself of all rights (if any) to protection against eviction or ejectment afforded by any existing or future legislation from time to time in force and applicable to the Premises or to this tenancy and the Tenant agrees to deliver up vacant possession of the 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. Condonation Not a Waiver 10.1 2. No condoning, excusing, giving of time excusing or overlooking by the Landlord of any default, breach or breach, non-observance or non-performance by the Tenant at any time or times of any of the Tenant’s agreements, stipulations, terms, conditions and obligations herein contained shall operate as a waiver of the Landlord’s rights hereunder in respect of any antecedent continuing or subsequent default, breach or breach, 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 antecedent continuing or subsequent default breach non-observance or breach non- performance and no waiver by the Landlord shall be inferred from or implied by anything done or omitted by the Landlord 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 in respect of similar or other matters future, unless expressly so provided. Service of Notice 3. Any notice required to be served hereunder shall, if to be served on the Tenant, be sufficiently served if addressed to the Tenant and sent by prepaid post to or delivered at the Premises or the Tenant’s last known registered office or place of business or residence in Hong Kong and, if to be served on the Landlord, be sufficiently served if addressed to the Landlord and sent by prepaid post to or delivered at the address given above or any other address which the Landlord may notify the Tenant from time to time. A notice sent by post shall be deemed to have been received by the Tenant at the time when in due course of post it would be delivered at the address to which it is sent. No Fine, Premium &etc. 4. 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 this tenancy. (a) The common areas referred This Agreement supersedes any and all previous representations, arrangements, understandings and agreements between the parties (whether by themselves or through their respective agents and whether written or oral) relating to the Premises and/or any tenancy of the Premises and constitutes the entire, complete and exclusive agreement and understanding between them relating to the tenancy of the Premises and there are no other express terms (whether by themselves or through their respective agents and whether written or oral) or implied terms agreed between them. Unless otherwise agreed or confirmed by the parties in writing after the date of this Agreement, this Agreement cancels any and all previous representations, arrangements, understandings and agreements between the parties (whether by themselves or through their respective agents and whether written or oral) relating to the Premises and/or any tenancy of the Premises. This Agreement also cancels and nullifies any and all rights of either party arising against the other by virtue of all or any of such previous representations, arrangements, understandings and agreements or the provisions thereof, notwithstanding the existence of any provision in any such previous agreement that such rights or provisions shall survive the termination of such previous agreement. (b) Each party acknowledges that in entering into this Agreement, it is not relying upon any representation, arrangement, understanding, agreement, warranty, undertaking, promise or assurance made or given by the other or any other person (whether by themselves or through their respective agents and whether written or oral) at any time prior to the execution of this Agreement which is not expressly set out in this Agreement Agreement. Right to Name the Building Reserved 6. The Landlord reserves the right to name the Building with any such name(s) or style(s) as it may in its sole discretion determine and at any time and from time to time to change, alter, substitute or abandon any such name(s) or style(s) provided that the Landlord shall mean give to the Following Common Areas Tenant and Common Services where necessary, to the Postal and Facilities (i) Such parts other relevant Government Authorities not less than three months’ notice of its intention so to do and the said building as may Landlord shall not be designated under the Deed, if any, in respect of the said building as common areas liable for use in common any costs or expenses incurred or any loss suffered by the co-owners for the time being Tenant as a result of the said building; andsuch change.