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Exhibit 10.10
THE LEASE is made the 2nd day of August Two thousand.
BETWEEN
(A) The Company detailed as the Landlord in Part I of the First Schedule
hereto (hereinafter called "the Landlord" which expression shall where
the context permits includes its successors and assigns) of the one
part; and
(B) The person or Company (as the case may be) detailed as the Tenant in
Part I of the First Schedule hereto (hereinafter called "the Tenant"
which expression shall where the context permits includes its personal
representatives and successors) of the other part.
WHEREBY IT IS AGREED AS FOLLOWS:
1. The Landlord shall let and the Tenant shall take ALL THAT the premises ("the
Premises") forming part of all that building ("the Building") which Premises and
Building are more particularly described and set out in Part II of the First
Schedule hereto together with all rights easements and appurtenances thereto
belonging or usually held or engaged herewith and also with the right in common
with the Landlord and all other persons having a like right to the use of the
entrances, exits, staircases, landings, passages, corridors, escalators, lifts
and areas of the Building intended for common use during business hours of the
Tenant except in so far as the Landlord may from time to time restrict such use
and together also with the use in common as aforesaid of the escalators and the
lifts in the Building (if any and whenever the same shall be operating) for the
term in Part III of the First Schedule hereto ("the Term") YIELDING AND PAYING
therefore throughout such rent per calendar month and other charges as are from
time to time payable in accordance with the provisions set out in Part I and
Part II of the Second Schedule hereto which sums shall be payable exclusive of
rates and in advance clear of all deductions on the 1st day of each and every
calendar month the first and the last of such payments to be apportioned
according to the number of days in the month included in the Term unless
otherwise determined by the Landlord. The first month's rental, Management and
Air-conditioning Fees (hereinafter described) shall be paid on the signing of
this Agreement.
2. The Tenant hereby covenants with the Landlord as follows:
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(1) To pay the rent hereby provided for on the days and in the manner
aforesaid without any deduction.
(2) To pay the management and air-conditioning fees from time to time
payable calculated in accordance with Part II of the Second
Schedule hereto.
(3) To pay and discharge punctually all the charges for gas, water,
telephone, electricity and other outgoings of an annual or
recurring nature throughout the Term and to make all necessary
deposits for the supply of electricity and other services to the
Premises.
(4) To pay and discharge punctually all government rent, rates,
taxes, charges, impositions and outgoings now or at any time
hereafter during the Term chargeable taxed or assessed upon the
Premises or upon the owner or occupier thereof (Property Tax and
expenses of a capital or non-recurring nature alone excluded).
Without prejudice to the generality of this clause the Tenant
shall pay all rates imposed on the Premises in the first place to
the Landlord who shall settle the same with the Government of the
Hong Kong Special Administrative Region and in the event of the
Premises not yet having been assessed to rates the Tenant shall
pay the Landlord a sum equal to the rates which would be charged
by the Government of the Hong Kong Special Administrative Region
on the basis of a rateable value equal to twelve months' rent
payable by the Tenant on account of the Tenant's liability under
this clause subject to adjustment on actual rating assessment
being received from the Government. If for any reason whatsoever
the rateable value of the Premises is increased to a figure in
excess of the rateable value as at the date hereof or if the
rates payable shall be increased then and in any such case the
Tenant shall during the continuance of the term of this Agreement
bear such increase in rates.
(5) (a) To submit all fitting out plans to the Landlord for
approval (which approval shall not be unreasonably
withheld or delayed) and not to commence any decoration
work thereon until the written approval of the Landlord of
such plans has been obtained. In particulars, the Tenant
shall fit out the interior of the Premises in accordance
with the Tenant's Fit-out Guide from time to time made,
issued or amended by the Landlord or its agent or the
management company of the Building ("the Manager") in a
good and proper
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workmanlike fashion using good quality materials and in
all respects in a style appropriate to a first class
commercial center.
(b) The Tenant shall employ, at his own expenses, only the
Landlord's nominated consultants or contractors or such
contractors as previously approved by the Landlord (such
approval not to be unreasonably withheld or delayed) for
the purpose of design appraisal, carrying out, installing
and maintaining all such works associated with all
electrical and mechanical engineering works and
arrangements including but not confined to sprinkler
system, security system, plumbing and drainage system and
the air-conditioning system and all their ducting and
controls unit in respect of the Premises.
(c) In carrying our any approved work hereunder, the Tenant
shall and shall cause his servants agents contractors and
workmen to cooperate fully with the Landlord and with
other tenants or contractors carrying out any work in the
Building. The Tenant shall obey and cause his servants
agents contractors and workmen to obey and comply with all
reasonable instructions and directions which may be given
by the Landlord its servants agents or other authorized
representatives in connection with the carrying out of
such work.
(6) To keep the interior of the Premises including all the flooring
and interior plaster or other finishes or rendering to walls,
floors, and ceilings to the Premises and the Landlord's fixtures
and fittings therein (if any) including all doors, windows,
sprinkler system, electrical and/or gas or other utility
installations and wiring plant and ducting and internal
decorations in good, clean, repair and condition (fair wear and
tear excepted) throughout the Term and to maintain the same at
the expense of the Tenant and to deliver up the same to the
Landlord as the expiration or sooner determination of the term in
like condition. In particular, but without in any way limiting
the foregoing:
(a) To reimburse to the Landlord the reasonable cost of
replacing all broken or damaged windows of the Premises
whether the same be broken or damaged through the act
default or negligence of the Tenant or owing to
circumstances beyond the control of the Tenant.
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(b) To repair or replace any electrical installation or wiring
within the Premises if the same becomes dangerous or
unsafe or if so reasonably required by the electricity
power company or competent government authority to do so.
The Tenant shall permit the Landlord or its agents to test
the installations or wires in the Premises at any time
upon request (except in the case of emergency) being made.
(c) To use the toilets and all apparatus as are located within
the Premises or elsewhere if used by the Tenant in a clean
tidy, hygienic and tenantable manner and in proper repair
and condition at all times during the Term to the
satisfaction of the Landlord and for the purposes and
manner that they are intended for.
(d) To keep windows of the Premises and the Premises itself
including all external windows lights at all times in a
clean and sanitary state and condition.
(e) To reimburse to the Landlord the reasonable cost of
replacing any damaged, broken, defective or burned out
electric light bulbs, tubes and globes in the Premises
which may be provided by the Landlord.
(f) To employ a cleaning contractor at its sole expense for
cleaning the Premises as may be reasonably approved by the
Landlord.
(7) To keep in good order and condition all the drains and pipes in
the Premises or elsewhere if used by the Tenant and to pay on
demand to the Landlord or its agent the cost incurred by the
Landlord in cleaning, clearing, repairing or replacing any of the
drains piping or other plumbing chocked or blocked owing to the
careless or improper use by the Tenant or its servants, agents,
assistance, licensees, customers, workmen or visitors.
(8) (a) To be responsible (at its own reasonable expense) for the
removal of garbage and refuse from the Premises to such
location as shall be reasonably specified by the Landlord
or its agents from time to time and to use only that type
of refuse container as is reasonably specified by the
Landlord or its agents from time to time.
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(b) In the event of the Landlord providing a collection
service for refuse and garbage of the Building the same
shall be used by the Tenant to the exclusion of any other
similarly service and the use of such service provided by
the Landlord shall be at the sole cost of the Tenant.
(c) To render full co-operation to the cleaning contractors
and the neighbouring tenants with a view to keeping the
entire Premises at all times in a neat and tidy condition.
(9) To be responsible for all electrical wiring to the light fittings
and to the other electrical outlets installation in the Premises
and the connection thereof to the Electricity Authority meters,
and to make his own arrangements with The Hong Kong Telephone
Company Limited with regard to the installation of the telephones
in the Premises, but the installation of lines therefore outside
the Premises must be in accordance with the Landlord's
directions. All mechanical and electrical works must be carried
out by the Tenant's contractor approved by the Landlord (such
approval not to be unreasonably withheld or delayed) only at the
Tenant's own reasonable expense.
(10) To ensure at all times that all fire alarms, fire fighting
equipment, roller shutters (if any) and other equipment for
security purposes (if any) provided by the Landlord shall not be
disrupted, interrupted, damaged or caused to be defective through
the act, default or neglect of the Tenant, his servants, agents
or licensees.
(11) To take all reasonable precautions to protect the Premises or any
part thereof against damage by rain wind storms or typhoons.
(12) To ensure that his own security system within and at the entrance
of the Premises is at all times compatible with and linked up to
the security system for the Building provided and operated by the
Landlord (if any).
(13) (a) To permit the Landlord, its servants or agents on
reasonable notice and at reasonable times to enter and
view the Premises, to carry out any necessary repairs to
the Building or any part thereof Provided that in the
event of any emergency the Landlord, its servants or
agents may enter without notice and forcibly if need be
and, during the last three months of
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the Term and with the consent of the Tenant (such consent
shall not be unreasonably withheld) and at a mutually
convenient time, to show the Premises or any part thereof
to prospective tenants or during the Term and with the
consent of the Tenant (such consent shall not be
unreasonably withheld) and at a mutually convenient time
to show the Premises to prospective purchasers and the
Landlord shall be at liberty to affix and maintain without
interference upon any external part of the Premises a
notice stating that the Premises are to be let or to be
sold and such other information in connection therewith as
the Landlord shall reasonably require.
(b) To permit the Landlord and its other tenants and all
persons authorised by the Landlord to have the free and
uninterrupted use (in common with the Tenant) of all gas
and water pipes electricity and other wire flues and
drains in through and under the Premises.
(14) On receipt of any notice from the Landlord or its authorised
representatives specifying any works or repairs which are
required to be done by the Tenant in respect of the Premises and
which are the responsibility of the Tenant hereunder, forthwith
to put in hand and execute the same with all possible dispatch
and without any delay.
(15) If the Tenant shall at any time make default in the performance
of any of the terms and agreements herein contained for or
relating to the repair decoration treatment preservation
protection or condition of the Premises, then to permit the
Landlord and all persons authorised by the Landlord to enter upon
the Premises and repair decorate treat preserve protect and make
good the same at the expense of the Tenant (but no such entry
repair decoration treatment preservation protection and making
good shall prejudice the Landlord's right of re-entry under the
provisions hereinafter contained) and to repay on an indemnity
basis to the Landlord on demand the cost of such repair
decoration treatment preservation protection and making good
including surveyor's and solicitor's fees and charges incurred by
the Landlord in respect thereof.
(16) Not to do or suffer anything to be done on the Premises which may
injure the image of the Building as first class commercial center
and to keep the Premises
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open for business at all reasonable times of the year during the
normal business hours. Without prejudice to the generality of the
foregoing any suspension of the Tenant's business for a period of
more than 7 consecutive days all of which not being bank or
public holidays or otherwise without the prior consent of the
Landlord (such consent not to be unreasonably withheld or
delayed) shall constitute a material breach of this provisions
entitling the Landlord to determine this Agreement and to regain
possession of the Premises.
(17) To load and unload goods and food and food containers only at
such times and through such entrances and by such service lifts
(if any) as shall be reasonably designated by the Landlord for
this purpose from time to time.
(18) To give notice to the Landlord or its agents of any damage that
may be suffered to the Premises and of any accident to or patent
defects in the water pipes, gas pipes (if any) electrical wiring
or fixtures or other facilities provided by the Landlord provided
always that the said facilities of and in the Premises shall be
maintained at the Tenant's costs.
(19) To pay to or reimburse to the Landlord the reasonable cost of any
damage caused to any part of the common areas of the Building
occasioned by the Tenant, his licensees, employees, agents or
contractors or any other person claiming through or under the
Tenant.
(20) To observe and perform the covenants terms and conditions
contained in any Government Lease or Conditions and the Deed of
Mutual Covenant (if any) under which the Landlord holds the land
on which the Building is erected from the Government and the
provisions of the Government Lease or Conditions and the Deed of
Mutual Covenant (if any) shall in so far as the same relate to
the Premises shall be deemed to be incorporated herein.
(21) To observe perform and comply with all ordinances, Regulations,
By-laws and rules and all lawful requirements of Government in
force from time to time or the amendments thereof in connection
with the Premises or the Tenant's business therein and in
particular but without limiting the generality of the foregoing
to comply with all the provisions of the Fire Service Ordinance,
Cap.95 and the regulations made thereunder and any statutory
re-enactment or modification
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thereof.
(22) To observe and to comply with the Tenant Handbook and Building
Rules or other regulations or requirements stated in notices or
announcements from time to time made, issued or amended by the
Landlord or its agent or the Manager of the Building for the
maintenance and management of the Building including the time and
arrangement for operating the equipment, escalators, lighting and
the use of the entrance and passage ways.
(23) Not to block up darken or obstruct or obscure the windows of the
Premises without first having obtained the express written
consent of the Landlord which consent may be given subject to
such conditions as the Landlord may in its absolute discretion
think fit.
(24) Not to use or permit or suffer the Premises or part thereof to be
used for any purpose other than those stipulated in Part IV of
the First Schedule of this Agreement and without prejudice to the
foregoing to obtain any license approval or permit required by
any Government or other competent authority in connection with
the Tenant's use or occupation of the Premises prior to the
commencement of the Tenant's business and to maintain the same in
force during the currency of this tenancy and to indemnify the
Landlord against the consequences of a breach of this provision.
For the avoidance of doubt, the Landlord gives no warranty as to
the fitness of the Premises for the specific purposes aforesaid.
(25) Not to use the Premises or allow the same to be used for any
illegal or immoral purpose.
(26) Not to do or permit to be done in or upon the Premises or in or
upon the Building or any part thereof anything which may be or
become a nuisance or annoyance or cause damage or disturbance to
the Landlord or to any of the other tenants of the Building or
the persons visiting the same.
(27) Not to use the Premises as sleeping quarters or as domestic
premises within the meaning of any ordinance for the time being
in force or the amendments thereof from time to time.
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(28) Not to produce or suffer or permit to be produced at any time in
the Premises any music or noise (including sound produced by
broadcasting from television, radio, tape recorders or any other
equipment or instrument capable of producing or reproducing music
and noise) which may reasonably be regarded as a nuisance or
annoyance or cause damage or disturbance to or complaint from the
Landlord or to any of the other occupants or tenants of the
Building.
(29) Not to use the Premises for the manufacture, storage of goods or
merchandise other than for the purposes of the business of the
Tenant, nor to keep or store or cause or permit to be kept or
stored any arms, ammunition, gun-powder, salt-▇▇▇▇▇, kerosene or
other explosive combustible substance or any goods contrary to
the provisions of the Dangerous Goods Ordinance or any amendment
thereto or enactment replacing the same and the Regulations
applicable thereto.
(30) Not to prepare or permit or suffer to be prepared any food in the
Premises save and except to heat up food and/or snacks in the
Premises and not to cause or permit any offensive or unusual
odors to be produces upon, permeate through or emanate from the
Premises.
(31) Not to make any alteration or addition of any kind to the
external parts of the Premises without the prior written consent
of the Landlord.
(32) (a) Except with the consent of the Landlord as aforesaid, not
to make or permit any alterations or additions and not to
put up any fixtures, partition or to erect on any part of
the Premises nor to pull down, alter or remove any
portions of the doors windows partitions fixtures and
fittings thereon nor to make any alternations in the
architectural features or facing or to the electrical
installation or wiring thereof nor to install any
air-conditioning unit, plant, apparatus or machinery nor
to cut maim injure damage ▇▇▇▇ or deface or permit or
suffered to be cut maimed injured or damaged marked or
defaced any structures, fixtures, decorations and
installations within the Premises or outside the Premises
including air-conditioning units, cloakroom, service
pantries, halls, passages, staircases, drainage, wells,
walls, ceilings, and to pay on demand to the Landlord the
cost and expenses reasonably incurred by the Landlord in
repairing making good such damage or cleaning the same. At
the expiration or sooner
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determination of this Agreement all such alternations,
decoration or partitions so erected or installed by the
Tenant shall at the option of the Landlord become the
property of the Landlord without payment of any
compensation to the Tenant. If the Landlord decides not to
exercise the option, the Tenant shall at his own expense
remove all such alternations, decoration or partitions so
erected or installed by the Tenant and restore the
Premises to their original tenantable state and make good
all damages caused by such removal.
(b) In carrying out any approval work in accordance with the
provisions of this clause the Tenant, his servants agents
contractors and workmen shall obey and comply with all
instructions and directions which may reasonably be given
by the Landlord or other authorised representative in
connection with the carrying out of such work.
(c) Any fees or expenses reasonably incurred by the Landlord
in connection with the giving of consent hereunder shall
be borne by the Tenant.
(d) Not to make any alterations or additions to the electrical
and mechanical installation, air-conditioning ducting, the
plumbing and drainage system and sprinkler system of the
Premises unless and until the same shall first be approved
by the Landlord (such approval not to be unreasonably
withheld or delayed). The Tenant shall bear such
consultation fees as may be reasonably charged by the
Landlord's consultants in respect of such approval and
further the Tenant shall at its reasonable expense employ
the consultants and the contractors as approved by the
Landlord (such approval not to be unreasonably withheld or
delayed). The Tenant shall bear such consultation fees as
may be reasonably charged by the Landlord's consultants in
respect of such approval and further the Tenant shall at
its reasonable expense employ the consultants and the
contractors as approved by the Landlord (such approval not
to be unreasonably withheld or delayed) to carry out such
approved alternations or additions and upon determination
of the tenancy if upon being reasonably required by the
Landlord the Tenant shall forthwith also employ such
consultants and contractors at his own reasonable expense
to remove all such alternations and additions.
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(33) Not without the prior written approval of the Landlord (which
approval shall not be unreasonably delayed or withheld) to drive
or insert or permit or suffer to be driven or inserted any nails,
screws, hooks, brackets or similar articles into the ceiling,
doors, walls, window, beams or floor of the Premises.
(34) To reimburse to the Landlord or its agent the reasonable cost of
making good replacing or removing any air-conditioning units or
sprinkler system or other part of such apparatus or installation
within the Premises which is damaged or rendered defective by the
Tenant and which the Tenant fails to make good replace or remove
within a reasonable time.
(35) Not to install any electrical wiring in the Premises or any part
thereof without the previous written consent of the Landlord
(such consent not to be unreasonably withheld or delayed) and in
accordance with the provisions hereof and in carrying out the
work to the electrical installation and/or wiring the Tenant
shall use only a contractor previously approved by the Landlord
in writing for the purpose (such approval not to be unreasonably
withheld or delayed).
(36) (a) Not to exhibit, affix, put up, or display within or on the
exterior of the Premises or upon any part of the Building
adjoining the Premises or to or through any windows
thereof any sign or sign board, neon illumination
decoration, shutter, grill, notice or notice board,
advertisement or any other articles or thing whatsoever
whether illuminated or not which may be visible from
outside the Premises unless the size and design are first
approved in writing by the Landlord (such approval not to
be unreasonably delayed or withheld) but the Landlord
shall be entitled to impose conditions and request for
payment of fees for granting such approval and the
Landlord shall have the right to remove at the reasonable
cost and expenses of the Tenant any signboard, sign
decoration or thing which shall be affixed put up
exhibited or displayed without the prior approval of the
Landlord.
(b) Not to display any name-plate or signboard other than that
of the Tenant at the entrance to the Premises, the size
and position of such name-plate or signboard shall be
subject to the approval of the Landlord (such approval not
to be unreasonably withheld or delayed). To pay the
Landlord or its
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agents upon demand the reasonable cost of affixing,
repairing, altering or replacing as necessary the Tenant's
name and/or the trade name of the Tenant as set out in
Part IV of the First Schedule hereto on the Director Board
(if any) provided by the Landlord.
(37) Not without the previous written consent of the Landlord (such
consent not to be unreasonably withheld or delayed), to alter the
existing locks, bolts and fittings on the entrance doors to the
Premises, nor to install any additional locks, bolts or fittings
thereon.
(38) Not to encumber or obstruct or permit to be encumbered or
obstructed with any boxes, packaging or other obstruction of any
kind of nature of the entrances, staircases, landings, passages,
lifts, lobbies or other parts of the Building in common use and
not to leave rubbish or any other article or thing in any part of
the Building not in the exclusive occupation of the Tenant. In
addition to any other remedies the Landlord may have hereunder in
the event of the Tenant acting in breach of this Clause, the
Landlord or its servants may with or without any prior notice to
the Tenant remove and dispose of the objects causing such
obstruction at the sole risk of the Tenant and prior to the same
being returned to the Tenant the Tenant shall pay the Landlord's
reasonable expenses for removing and disposing the same.
(39) Not to lay install affix or attach any wiring, cables or other
article or thing in or upon any of the entrances, staircase,
landings, passageways, lobbies or public areas.
(40) Not to sign underlet or otherwise part with the possession of the
Premises or any part thereof in any way whether by way of
subletting lending sharing or other means whereby any person or
persons not a party to this Agreement obtains the use or
possession of the Premises or any part thereof irrespective of
whether any rental or other consideration is given for such use
or possession and in the event of any such transfer sub-letting
sharing assignment or parting with the possession of the Premises
or any part thereof (whether for monetary consideration or not)
this Agreement shall at the option of the Landlord absolutely
determine and the Tenant shall forthwith surrender and vacate the
Premises upon receipt of notice to that effect from the Landlord.
This tenancy shall be personal to the Tenant
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named herein 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:
(a) In the case of a tenant which is a partnership the taking
in of one or more new partner 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 or a partnership tenant) the death
insanity or disability of that individual to the intent
that no right to use possess occupy or enjoy the Premises
or any part thereof shall vest in the executors
administrators personal representatives next of kin
trustee or committee of any such individual.
(c) In the case of a tenant which is a corporation, any
reconstruction amalgamation merger voluntary liquidation
or change in the person or persons who owns or own a
majority of its voting shares or who otherwise has or have
effective control hereof.
(d) The giving by the Tenant of a Power of Attorney or similar
authority where the donee of the Power obtains the right
to use possess occupy or enjoy the Premises or any part
thereof or does in fact use possess occupy or enjoy the
same.
(e) The change of the Tenant's business name without the
previous written consent of the Landlord which consent
shall not be unreasonably withheld or delayed.
(41) (a) Not to keep or permit of suffer to be kept any animals or
pets inside the Premises and to take all such steps and
precaution to the satisfaction of the Landlord to prevent
the Premises or any part thereof from becoming infested by
termites, rats, mice, roaches or any other pests or
vermin.
(b) At every interval of three months or at such period as may
be agreed between the parties to engage a pest control
company as duly approved by
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the Landlord to inspect and examine the Premises against
pest and to pay for all expenses incurred in the
inspection for and the extermination of the pest.
(42) Not to permit any touting or soliciting for business or
distributing of any pamphlets, notices or advertising matter to
be conducted outside or near the Premises or in any part of the
Building by any of the Tenant's servants, agents or licensees.
(43) Not to move any safe, heavy machinery, equipment or fixtures
(except usual office equipments) in and out of the Building or
install or permit or suffer to be installed in the Premises any
such safe, heavy machinery, equipment or fixtures (except usual
office equipments) without first obtaining the Landlord's written
consent (such consent not to be unreasonably withheld or
delayed). The intention being that no weight shall be imposed in
any part of the flooring in excess of that for which was
designed. The Landlord shall be entitled to prescribe the maximum
weight and permitted location in such safe, heavy machinery,
equipment or fixtures. The Tenant shall keep the Landlord
indemnified against all damages sustained by any person or
property and of any damages or moneys paid out by the Landlord in
settlement of any claim or judgment as well as legal costs
incurred in connection therewith and all costs incurred in
repairing any damage to the Premises or the Buildings and its
appurtenances resulting from movement of any safe, heavy
machinery, equipment or fixtures of the Tenant.
(44) Not to erect affix install or attach in or on or at the door or
doors or entrance or entrances of the Premises any metal grille
or shutter or gate which shall in any way contravene the
regulations of the Fire Services Department or other competent
authority concerned from time to time in force and/or which may
in any way impede the free and interrupted passage over through
and along any of the entrances, staircase, landings, passages,
lifts, lobbies or other parts of the Building in common use. The
design color and installation of any metal grille or shutter or
gate shall be subject to the prior written approval of the
Landlord (such approval not be unreasonably withheld or delayed).
(45) To quietly yield up the Premises including all the Landlord's
fixtures and fittings
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therein (if any) in good clean and tenantable condition fair wear
and tear excepted in accordance with the stipulations herein
contained and to the satisfaction of the Landlord or the
Landlord's representatives notwithstanding any rule of law or
equity to the contrary Provided That all the Tenant's fixtures,
fittings, additions, partitioning plants or equipment put up or
installed by the Tenant whether with or without the Landlord's
consent shall, if so required by the Landlord be removed by and
at the expiration or sooner determination of this tenancy and in
such event the Tenant shall make good any damage in a good and
workmanlike manner all damage caused by such removal and
dismantlement And thereupon to surrender to the Landlord all keys
giving access to all parts of the Premises held by the Tenant and
to remove at the Tenant's expense all lettering and characters
from all the doors, walls, or windows of the Premises and make
good any damage caused by such removal and dismantlement at the
expiration or sooner determination of this tenancy. If the Tenant
shall make any default in complying with this clause, it shall be
lawful for the Landlord (but without prejudice to the Landlord's
other rights against the Tenant under this Lease) to remove and
dismantle at the expense of the Tenant such fixtures, fittings,
additions, machinery, lettering and characters and the expense of
such removal and dismantlement shall be a debt owed by the Tenant
to the Landlord and the Landlord shall be entitled to deduct such
expense from the deposit maintained by the Tenant shall pay to
the Landlord any shortfall therefore on demand.
(46) Not to affix to the external part of the Premises or the Building
or any part thereof any aerial or similar apparatus.
(47) Not to name or include in the name of the business or company
operated by the Tenant the name of "No. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇" or any
name similar thereto and not at any time to change the name of
the business or company to include any such name as aforesaid.
(48) Not to conduct or permit any auction fare bankruptcy close out or
similar sale of things or properties of any kind to take place on
the Premises.
3. The Landlord hereby covenants with the Tenant as follows:
(1) That the Tenant paying the rent and other charges hereby
stipulated and observing
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the stipulations herein contained and on the Tenant's part to be
observed and performed shall peacefully hold and enjoy the
Premises during the Term without any interruption by the Landlord
or any person lawfully claiming under or in trust for it.
(2) To pay the Property Tax in respect of the Premises during the
Term.
(3) To pay for all capital expenses and expenses of a non-recurring
nature in respect of the Premises and to be responsible for the
repair and maintenance of the main structure of the Premises
PROVIDED THAT the Landlord shall not be liable to the Tenant
under this Clause unless and until written notice of any defect
or want of repair has been given by the Tenant to the Landlord
and the Landlord shall have failed to take any action after the
lapse of a reasonable time from the date of serve of such notice.
4. PROVIDED ALWAYS and its is hereby expressly agreed as follows:
(1) If the rent and other charges hereby stipulated or any part
thereof shall be unpaid for fifteen days after becoming payable
(whether legally demanded or not) or if the Tenant its servants
agents shall fail or neglect to perform or observe any of the
terms or conditions herein contained and on the Tenant's part to
be performed or observed or if the Tenant or other person in whom
for the time being the term of tenancy shall be vested shall
become bankrupt or in the case of a limited company shall go to
liquidation or a petition in bankruptcy against the Tenant, or a
petition for the winding up against the Tenant if it is a limited
company, shall have been filed or if the Tenant shall enter into
any composition or arrangement with creditors or shall suffer
execution to be levied on the Tenant's goods then and in any of
the said cases it shall be lawful for the Landlord at any time
thereafter with or without notice being given to the Tenant to
determine this Agreement and to re-enter upon the Premises or any
part thereof in the name of the whole but without prejudice to
any right of action of the Landlord in respect of any breach by
the Tenant of any of the terms and/or conditions herein
contained. If the Landlord elects to give notice to the Tenant
then a written notice served by the Landlord on the Tenant or
left at the last known registered office or other address of the
Tenant or at the Premises to the effect that the Landlord thereby
exercises the power of determination and/or re-entry hereinbefore
contained shall be a full and sufficient exercise of such power
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notwithstanding any statutory or common law provision to the
contrary. Without prejudice to other rights and remedies of the
Landlord hereunder, the Landlord is entitled to charge and the
Tenant shall pay interest on the said arrears of rent or
outstanding amount of rates, management fees and all outgoings
thereof at the best lending rate of The Hong Kong and Shanghai
Banking Corporation plus five per cent per annum from the date
the same are due until payment. All costs and expenses incurred
by the Landlord in demanding the rent and other said charges (if
the Landlord elects to demand) with a view to exercising the said
rights or remedies or attempting to do the same shall be repaid
by the Tenant on a full indemnity basis and shall be recoverable
from it as a debt PROVIDED ALWAYS THAT the Landlord shall be
under no obligation to demand the rent or other said charges or
to serve the said notice before the Landlord exercises the said
rights and remedies.
(2) Not without the prior written consent of the Landlord (which may
be given subject to conditions and payment of Landlord's approval
costs) to install additional air-conditioning plant machinery or
equipment in the Premises ("the said additional air-conditioning
plant") and in any event no air-conditioning plant machinery or
equipment (including in particular cooling powers) or any part
thereof shall be installed or extended outside the Premises
and/or the external walls of the Building or any part thereof.
Any application for consent under this Clause shall be supported
by plans showing the location and size of the said additional
air-conditioning plant and the approval from the relevant
Government Authority for such installation (if necessary); in
such case, the Tenant shall install its own electricity and water
meters for the said additional air-conditioning plant (if
necessary) and shall pay all charges for electricity and water
consumed in respect of the said additional air-conditioning plant
PROVIDED THAT the Tenant shall upon the expiration or sooner
determination of this Agreement retain the said additional
air-conditioning plant if the Landlord so wishes without payment
of any compensation or forthwith remove such additional
air-conditioning plant and all associated structures, parts and
works whatsoever and make good all damage and injury caused to
the Premises or any part thereof as a result of such removal at
the Landlord's sole discretion and demand and at the expense in
all respects of the Tenant and if the Landlord shall be at
liberty to deduct from the deposit(s) paid hereunder the cost of
such removal and any shortfall thereof shall be recoverable as a
debt from the Tenant by the Landlord.
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(3) Acceptance of rent or other cots or charges 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 by the
Tenant of any of its obligations under this Agreement.
(4) The Tenant shall insure and keep adequately insured the Premises
against any fire, third party's or Public Liability claim. The
Tenant shall not do or permit to be done anything whereby the
policy or policies of insurance on the Premises against damage by
fire or against claims by third parties for the time being
subsisting may become void or voidable or whereby the rate of
premium or premia thereon may be increased, and to repay to the
Landlord on demand all sums paid by the Landlord by way of
increased premium or premia the Building (if any) and all
expenses incurred by the Landlord in and about any renewal of
such policy or policies arising from or rendered necessary by a
breach of this Clause by the Tenant or its agent, contractors or
licensees.
(5) (a) The Landlord shall not be under any liability whatsoever
to the Tenant in respect of any damage sustained by the
Tenant in respect of any damage sustained by the Tenant
caused by the suspension of the lift or escalator service
or the defective working thereof or through or in any way
owing to the overflow of water and/or sewage from any
premises or any part of the Building but nothing herein
shall be deemed to restrict the Tenant's rights to proceed
against any other party for the damage occasioned thereby.
(b) The Tenant shall fully indemnify the Landlord against all
claims demands actions and legal proceedings whatsoever
made upon the Landlord in respect of any loss and damage
by fire to any person whomsoever caused by or in any way
owing to the negligence of the Tenant.
(c) The Tenant shall fully and effectually indemnify the
Landlord against all claims demands actions and legal
proceedings whatsoever made against the Landlord in
respect of any damage to any person or property whosoever
caused by the overflow of water sewage or effluent from
the Premises caused by or in any way owing to the
negligence of the Tenant.
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(6) The Tenant further agrees that if any damage is caused to the
Landlord or to any person whomsoever directly or indirectly
through any defective or damaged condition of any part of the
interior of the Premises (including doors windows and Landlord's
fixtures therein) (save and except defects of an inherent or
latent or structural nature) the Tenant shall be wholly
responsible therefore and shall make good the same by payment or
otherwise and shall fully and effectually indemnify the Landlord
against all claims demands actions and legal proceedings
whatsoever made upon the Landlord by such person in respect
thereof.
(7) If the Premises or any part thereof shall be destroyed or damaged
by typhoon fire or force majeure (not attributable directly or
indirectly to any act or default of the Tenant) as to be
uninhabitable or if at any time during the continuance of this
tenancy the Premises shall be condemned as a dangerous structure
or a demolition order or closing order shall become operative in
respect of the Premises the rent hereby stipulated or a
proportionate part thereof according to the damage sustained or
order made shall cease to be payable from the time when the
Premises shall cease to be habitable or the order shall be made
until the Premises shall gain be fit for habitation and use and
accessible PROVIDED THAT the Landlord shall be under no
obligation to repair or reinstate the Premises or any part
thereof so destroyed or damaged and PROVIDED FURTHER THAT should
the Premises not have been reinstated in the meantime either the
Landlord or the Tenant may at any time after two months from the
occurrence of such damage or destruction or order give to the
other of them notice in writing to determine this present tenancy
and thereupon the same and everything herein contained shall
cease and be void as from the date of the occurrence of such
damage or destruction or other but without prejudice to the
rights and remedies of either party against the other in respect
of any antecedent claim or breach of covenant or of the Landlord
in respect of the rent herein reserved until the coming into
effect of the suspension. For the avoidance of doubt, it is
hereby agreed that under no circumstances whatsoever and
howsoever arising the Landlord shall be responsible to reinstate
the Premises or to render the same fit again for habitation and
use.
(8) Any notice required to be served hereunder shall be sufficiently
served on the Tenant if delivered to it by post or left addressed
to it at its last known address in Hong Kong or at the Premises
or any part thereof. Any notice required to be
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served hereunder shall be sufficiently served on the Landlord if
delivered to it by post or left addressed to it at its place of
business in Hong Kong. A notice sent by post shall be deemed to
have been received by the Tenant or the Landlord as the case may
be at the time when in due course of post it would be delivered
at the address to which it is sent.
(9) For the purpose of Part III of the Landlord and Tenant
(Consolidation) Ordinance (Cap. 7) and any amendment(s) thereto
and for the purpose of those present the rent in respect of the
Premises shall be deemed to be in arrear if not paid in advance
at the time and in manner hereinbefore provided for payment
thereof. All costs and expenses of and incidental to the
distraint shall be paid by the Tenant on a full indemnity basis
and recoverable from it as a debt.
(10) (a) The Tenant shall on the signing of this Lease pay to and
shall maintain with the Landlord the deposit(s) as set out
in Part III of the Second Schedule hereto being three
months rent, three months management fees and three months
central air-conditioning charges. The deposit(s) are paid
to the Landlord to secure the due observance and
performance by the Tenant of agreement obligations
stipulations covenants terms and conditions herein
contained and on the Tenant's part to be observed and
performed. In the event the Tenant shall commit or suffer
to be committed a breach of any of the terms and
conditions herein or if the Tenant or another person in
whom for the time being the term hereby created shall be
vested shall become bankrupt or enter into any
arrangements with creditors or suffer any prosecution in
respect of the non-payment of any money due to the
Government of Hong Kong Special Administrative Region then
and in any of the said cases it shall be lawful for the
Landlord at any time thereafter to re-enter upon the
Premises or any part thereof in the name of the whole and
thereupon this Lease shall absolutely determine in which
event the deposit(s) shall be absolutely forfeited to the
Landlord but without prejudice to any other right or
remedy hereunder of the Landlord in respect of any breach
of the terms and conditions herein contained and on the
part of the Tenant to be observed and performed.
Notwithstanding the foregoing the Landlord may in any
event at its option elect not to terminate this Lease but
to deduct from the deposit(s) the amount of any rent rates
and other charges
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payable hereunder and any costs expenses loss or damage
sustained by the Landlord as the result of any
non-observance or non-performance by the Tenant of any of
the said agreements stipulations obligations or
conditions. In the event of any deduction being made by
the Landlord from the deposit(s) in accordance herewith or
in the event of any increase in rent management fees
and/or central air-conditioning charges and/or other
outgoing in respect of the Premises during the currency of
this Lease, the Tenant shall on demand by the Landlord
give a further deposit or deposits equal to the amount so
deducted or the amount required to maintain the deposit(s)
at the total amount of three months' rent and three
months' management fee and three months' central
air-conditioning charge and failure by the Tenant so to do
shall entitle the Landlord forthwith to re-enter upon the
Premises and to determine this Lease as hereinbefore
provided.
(b) If at the expiry or sooner determination of the Term the
Tenant shall have paid all the rents, and other charges
due hereunder and if there shall be no breach of any of
the agreements terms and conditions on the Tenant's part
to be observed and performed the Landlord will repay to
the Tenant the deposit(s) without any interest thereon
within thirty days after the Tenant shall have given to
the Landlord vacant possession of the Premises. If there
shall be any rent or other charges and if there shall be
any breach of any of the said agreements terms and
conditions herein on the part of the Tenant and Landlord
shall pay out of or apply the deposit(s) or such part
thereof as shall be required towards remedying such breach
in so far as this may be possible.
(11) A written notice served by the Landlord on the Tenant in manner
hereinafter mentioned to the effect that the Landlord thereby
exercises the power of re-entry and/or determination herein
contained shall be a full sufficient exercise of such power
without actual entry on the part of the Landlord.
(12) The Landlord shall at any time and from time to time during the
term be entitled to name the Building with any such name or style
or names or styles 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 names Provided that the Landlord shall give
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not less than three (3) months' notice in writing to the Tenant
and the postal and all other relevant authorities to that effect
and in respect thereof the Landlord shall not be liable in
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.
(13) (a) 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 demised premises) including but not limited to
increasing or reducing the number of shop and units in
each floor of the Building to such number as the Landlord
may in its absolute discretion think fit and the layout of
the shop units and any other units in each floor of the
Building and any other right of way, corridors and common
areas in the Building and the Landlord shall not be liable
for and the Tenant shall have no claim whatsoever against
the Landlord in any event for any loss, damages or
compensation whatsoever resulting directly or indirectly
from the Landlord exercising such right PROVIDED that the
Landlord shall use its best endeavour to have such works
carried out and completed expeditiously causing the
minimal disturbance to the Tenant's use of the Premises as
reasonably possible.
(b) The Tenant agrees that the Landlord reserves the right for
its servants agents contractors and their respective
employees to enter upon the Premises and any part of the
Premises with all necessary equipment plant and materials
for the purpose of carrying out renovation works to the
whole Building or a substantial part thereof (if it is
deemed necessary by the Landlord) and under no
circumstances whatsoever shall the Tenant be entitled to
claim any damages or compensation from the Landlord for
any inconvenience noise or disturbance cause by such
renovation works.
(c) If the Landlord resolves to sell, demolish, re-build or
refurnish the Building or a substantial part thereof
(which intention shall be sufficiently evidenced by a copy
of the Resolution of its Board of Directors certified by
its Secretary to be a true and correct copy) then in such
event the Landlord shall be entitled to give not less than
6 clear calendar months' notice in writing to expire at
any time to terminate this Agreement, and
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immediately upon the expiration of such notice this
Agreement shall terminate but without prejudice to the
rights and remedies of either party against the other in
respect of antecedent claim or breach of any of the
covenants restrictions stipulations or conditions herein
contained. Redevelopment and/or refurbishing for the
purposes of this Clause shall mean the demolition of the
whole Building or a substantial part or parts (but not
necessarily a major part) thereof whether or not including
any main walls exterior walls or roof of the Building and
whether or not any part thereof is to be re-built or
reconstructed in the same or any other manner.
(14) 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 and merchandise in
any part or parts of the common areas at such times and upon such
terms and conditions as the Landlord may in its absolute
discretion think fit PROVIDED that the Landlord shall ensure that
none of such activities shall cause any inconvenience to the
Tenant's use of the Premises.
(15) Notwithstanding anything herein contained or implied to the
contrary the Landlord may provide and install a public address
system throughout the common areas and play relay or broadcast or
permit any other person to play relay or broadcast recorded music
or public announcement therein PROVIDED that the same shall not
unreasonably cause any nuisance or annoyance to the Tenant.
(16) The Landlord shall not in any circumstances be liable to the
Tenant or any other person whomsoever for the security or
safekeeping of the Premises or any content therein and in
particular but without prejudice to the generality of the
foregoing the provision by the Landlord of watchmen and
caretakers or any mechanical or electrical systems of alarm of
whatever nature shall not create any obligation on the part of
the Landlord as to the security of the Premises or any contents
therein and the responsibility for the safety of the Premises and
the contents thereof shall at all times rest with the Tenant nor
shall the rent and other charges hereinbefore mentioned or any
part thereof ▇▇▇▇▇ or cease to be payable on account of any of
the foregoing (save and except the same is caused by or
attributable to the act, neglect or default of the Landlord, its
servants, agents or contractors) but subject
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to Clause 4(7) hereof.
5. Each party shall bear its legal costs of and incidental to the preparations
of this Lease and the stamp duty and the registration fee (if appropriate) on
this Agreement shall be borne and paid by the parties hereto in equal shares.
6. It is hereby declared that in the construction of these presents unless the
contrary intention appears, words importing the masculine gender shall include
feminine and neuter genders and words in the singular shall include the plural.
7. Subject to the provisions contained in the Third Schedule hereto, the Tenant
shall have an option to renew this tenancy for the further term (if any)
Provided in the Third Schedule hereto upon the expiration of the term hereby
granted.
8. For the purpose of these presents any act default or omission of the agents,
servants, contractors, workmen, visitors, members and guests of the Tenant shall
be deemed to be the act default or omission of the Tenant.
9. 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 Lease.
10. This Lease sets out the full agreement between the parties hereto. No other
warranties or representations have been made or given relating to the Landlord,
the Tenant, the Building or the Premises, or if any warranty or representation
has been made the same is hereby waived.
11. 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 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
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necessity of obtaining the specific written consent of the Landlord in the
future, unless expressly so provided.
12. This Agreement is subject to all requisite consents being obtained by the
Tenant from the Landlord. Any reasonable fees or expenses by the Landlord in
connection with the giving of consents hereunder shall be borne by the Tenant.
13. If the Premises or any part(s) thereof are subject to any mortgage or charge
or other encumbrance, the Landlord shall obtain and forward to the Tenant a
copy, certified as true by a solicitor in Hong Kong Special Administration
Region, of the written consent of the existing Mortgagee or Chargee (as the case
may be) as the creation of this tenancy within 14 days from the date of signing
hereof. If the Mortgagee or the Chargee (as the case may be) shall refuse to
given the said consent, the Tenant shall have the right to terminate this
Agreement at any time thereafter by serving written notice to that effect on the
Landlord, whereupon this Agreement shall be treated as of no further force and
effect except that the Landlord shall forthwith return to the Tenant all monies
paid by the Tenant hereunder but without any interest or compensation.
14. The parties hereto further agree that they shall respectively be bound by
and entitled to the benefit of the Special Conditions (if any) set out in the
Fourth Schedule hereto.
15. This Agreement shall be governed by and construed in all respects in
accordance with the laws of the Hong Kong Special Administrative Region. Each
party hereto irrevocably submits to the non-exclusive jurisdictions of the
courts of the Hong Kong Special Administrative Region.
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THE FIRST SCHEDULE ABOVE REFERRED TO
PART I
LANDLORD UPCENTRE INVESTMENTS LIMITED whose registered office
is situate at ▇▇▇ ▇▇▇▇▇, ▇▇.▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇. (Company No.294148)
TENANT ▇▇▇▇▇▇.▇▇▇ HONG KONG COMPANY LIMITED whose registered
office is situate at ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇ Road, ▇▇▇▇ ▇▇▇▇, Kowloon, Hong Kong.
(Business Registration No.30974057-000-05-00-0)
PART II
PREMISES All Those UNITS 1008-11 on the ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ("▇▇▇ Building")
erected on the Section A and the Remaining Portion of
Kowloon Inland Lot No.1293, the Section A and the
Remaining Portion of Kowloon Inland ▇▇▇ ▇▇.▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇.▇▇▇▇ ("▇▇▇ ▇▇▇▇") which the
Premises is for the purpose of identification only
delineated and coloured Pink on the Plan annexed
hereto.
PART III
TERM For the term of two years from 3rd July 2000 ("the
Commencement Date") to the 2nd July 2002 both days
inclusive.
PART IV
USER Restricted to the use as an office premises only and
for no other purpose.
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THE SECOND SCHEDULE ABOVE REFERRED TO
PART I
Particulars of Rent
RENT (exclusive of government rent, rates management and air-conditioning fees
and all other outgoings) for the Term shall be as follows:
(a) DOLLARS FIFTY-ONE THOUSAND SEVEN HUNDRED TWENTY-SEVEN AND CENTS FIFTY
ONLY ($51,727.50) Hong Kong Currency per calendar month payable in
advance.
(b) Rent-Free Period: the first three months and 15 days from the
Commencement Date shall be rent-free. During the Rent-Free Period the
Tenant shall pay and discharge punctually the rates, Government rent,
the management and air-conditioning fees and all other outgoings of an
annual or recurring nature or at any time hereafter chargeable in
respect of the Premises. The Tenant hereby acknowledges that any delay
however occasioned either on the Tenant's part in submitting or
resubmitting the proposed plans and specifications referred to in the
Clause 2(5)(a) hereto or on the part of the Landlord in approving the
same will not entitle him to any extension of the Rent-Free period
hereunder.
PART II
Particulars of Management and Air-Conditioning Fees
HONG KONG DOLLARS TWELVE THOUSAND TWO HUNDRED TWENTY-SIX AND CENTS FIFTY ONLY
(HK$12,226.50) per calendar month payable in accordance with the provisions of
Clause 2(2) hereof.
1. At the date hereof, the total charge for and management and air-conditioning
fees in respect of the Premises is HK$12,226.50 per calendar month but should
such charges be increased or other charges legitimately be imposed in respect of
the Premises then such increase or other charges so imposed shall be payable by
the Tenant. The Tenant shall on signing this Agreement pay to the Landlord 3
months' management and air-conditioning fees deposit and thereafter during the
term of this tenancy maintain the said deposit at a sum equal to 3 months'
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management and air-conditioning fees payable hereunder.
2. (a) The Landlord shall provide and maintain air-conditioning at all
times during the normal business hours of the Premises but the
Landlord shall not be liable to the Tenant nor shall the Tenant
have any claim against the Landlord in respect of any
interruption in any of the services hereinbefore mentioned by
reason of the necessary repair or maintenance of any installation
or apparatus of any damage thereto or destruction thereof by fire
water act of God or other cause beyond the Landlord's control or
by reason of electrical mechanical or other defect or breakdown
or faults or other inclement conditions or unavoidable shortage
of fuel material water or labour (save and except the same are
caused by or attributable to the act, neglect, or default of the
Landlord, its servants, agents or contractors) and subject to
clause 4(7) or any act omission or negligence of any contractor
attendants watchmen or servants of the Manager in or about the
performance or purported performance of any duty relating to the
provision of such services by any of them.
(b) If the Tenant shall require additional air-conditioning services
outside the normal business hours of the Premises, the Tenant
shall obtain prior approval from the Landlord and give to the
Landlord not less than 2 days' notice in writing stipulating at
what times the Tenant shall require additional air-conditioning
supply. All costs and expenses so incurred shall be on Tenant's
account payable at a rate to be determined by the Landlord's
reasonable variation from time to time at the Landlord's
reasonable discretion Provided Always that a minimum charge at
the said rate calculated for 2 hours per day shall be paid by the
Tenant on each time the Premises shall receive such additional
air-conditioning supply. The terms of the deviation and
additional air-conditioning supply shall be at the Landlord's
reasonable discretion and the Tenant shall be required to sign
the necessary undertaking before the provision of such addition
air-conditioning.
(c) The Landlord reserves the right to change the days and hours
during which the air-conditioning system is operated in the
Building. Unless and until otherwise changed the daily operating
hours are from 8:30 a.m. to 6:30 p.m. for Mondays to Fridays
(both days inclusive) and from 8:30 a.m. to 2:00 p.m. for
Saturday ("the normal business hours") and no air-conditioning on
Sundays and Public Holidays.
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PART III
Particulars of the Deposit
The Deposit (exclusive of rates and all other outgoings) comprises:
(I) The sum of HK$155,182.50 by way of rental deposit (being three months'
rental); and
(ii) The sum of HK$36,679.50 by way of management and air-conditioning
deposit (being three months' management and air-conditioning fees).
THE THIRD SCHEDULE ABOVE REFERRED TO
N/A
THE FOURTH SCHEDULE ABOVE REFERRED TO
Special Conditions
1. The Landlord shall handover the Premises to the Tenant in "as is" condition
and the Landlord shall provide standard amount of material for carpet and raise
floor system to the Tenant at the sole determination of the Landlord.
2. The Tenant covenants with the Landlord that the Tenant will not use or permit
or suffer the Premises or part thereof to be used for the purpose for the
exhibition of China properties nor operating sole or major business of Karaoke
box during the Term or any renewed term of this Tenancy Agreement.
3. The Tenant shall procure ESS TECHNOLOGY, INC., as principal obligor and not
merely as surety to give an unconditional guarantee upon signing of this
Agreement for full, prompt and complete performance and discharge by the Tenant
of all of its obligations and liabilities under or arising out of or in
connection with this Agreement. The guarantee is a continuing guarantee and
shall remain in full force and effect until the obligations and liabilities of
the Tenant under or arising out of or in connection with this Agreement have
been fully performed or discharged.
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AS WITNESS the hands of the parties hereto or those of their duly
authorised, representatives the day and year first above written.
SIGNED by Mr. ▇▇▇▇ ▇. ▇. ▇▇▇, )
one of its directors ) For and on behalf of
for and on behalf of the Landlord ) UPCENTRE INVESTMENTS LIMITED
)
whose signature(s) is verified by: ) [SIGNATURE ILLEGIBLE]
-----------------------------
Authorized Signature
TSE ▇▇▇▇ ▇▇▇▇
Solicitor to ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇ &
Valent Tse, Solicitors, Hong Kong SAR
SIGNED by the Tenant's authorised ) For and on behalf of
person, ▇▇. ▇▇▇▇ ▇▇▇ ▇▇▇ ) ▇▇▇▇▇▇.▇▇▇, Hong Kong Company Limited
for and on behalf of the Tenant )
) [SIGNATURE ILLEGIBLE]
whose signature(s) is verified by: ) -----------------------------
Authorized Signature
CHAN ▇▇▇ ▇▇▇▇
Solicitor, Hong Kong,
WAT & CO. SOLICITORS
RECEIVED on or before the day and year first above written
of and from the Tenant the sum of ) For and on behalf of
) UPCENTRE INVESTMENTS LIMITED
HONG KONG DOLLARS ONE HUNDRED NINETY- )
) [SIGNATURE ILLEGIBLE]
ONE THOUSAND EIGHT HUNDRED AND SIXTY- ) -----------------------------
Authorized Signature
TWO ONLY being the above mentioned Deposits to be HK$191,862.00
paid by the Tenant to the Landlord
SIGNATURE VERIFIED BY:
TSE ▇▇▇▇ ▇▇▇▇
Solicitor to ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇ &
Valent Tse, Solicitors, Hong Kong SAR
30
31
Dated the 2nd day of August 2000.
UPCENTRE INVESTMENTS LIMITED
and
▇▇▇▇▇▇.▇▇▇ HONG KONG COMPANY LIMITED
****************************************
LEASE
of
All Those UNITS 1008-11 on the ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇ erected on the Section A and the
Remaining Portion of Kowloon Inland Lot
No.1293, the Section A and the Remaining
Portion of Kowloon Inland ▇▇▇ ▇▇.▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇.▇▇▇▇.
****************************************
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇ & VALENT TSE,
SOLICITORS,
▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇,
▇▇▇.▇▇-▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇,
REF: VT/U-12405/00
31