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EXHIBIT 10.31
Dated this 7th day of September 1998
HONG KONG INDUSTRIAL TECHNOLOGY
CENTRE CORPORATION
and
VALENCE SEMICONDUCTOR DESIGN LIMITED
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TENANCY AGREEMENT
of
Xxxx 000 xx xxx 0xx Xxxxx xx
Xxxx Xxxx Industrial Technology Centre
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XXXXXX XXXX
00/X XXXXXXXXX XXXXX
00 XXXXXXXX XXXX
XXXXXXX
XXXX XXXX
Ref.: RMSK/MWYT/jm/84410.00159
0124656.01
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THIS TENANCY AGREEMENT is made the day of One
thousand nine hundred and ninety-eight
Parties
BETWEEN HONG KONG INDUSTRIAL TECHNOLOGY CENTRE CORPORATION whose registered
office is situate at 1st Floor, Hong Kong Industrial Technology Centre, 00 Xxx
Xxxx Xxxxxx, Xxxxxxx, Xxxx Xxxx (hereinafter called "the Landlord" which
expression shall include its successors in title and assigns) of the one part
and the party whose particulars are set out in the First Schedule (hereinafter
called "the Tenant") of the other part.
NOW IT IS HEREBY AGREED as follows
Premises
1. The Landlord shall let and the Tenant shall take ALL THOSE PREMISES more
particularly described in Part I of the Second Schedule and for
identification purposes only shown and coloured pink on the plan annexed
hereto ("the Premises") forming part of HONG KONG INDUSTRIAL TECHNOLOGY
CENTRE ("the Building"), situate at the junction of Tat Xxxx Xxxxxx xxx
Xx Xx Xxxxxx, Xxxxxxx, Xxxx Xxxx and erected on All That piece or parcel
of ground registered in the Land Registry as New Kowloon Inland Lot No.
6128.
Term
2. The Tenant shall hold the Premises for the term set out in Part II of
the Second Schedule ("the Term") Together with the right to use in
common with the Landlord and all others having the like right the
entrance(s) passages staircases landings accessways and lifts (if any
and whenever the same shall be operating) of the Building without
causing any obstruction thereto and so far as the same is necessary for
the proper enjoyment of the Premises Subject To all casements and
similar rights and privileges which the Premises are or may be subject
to.
Tenant's Obligations
3. The Tenant hereby covenants and agrees with the Landlord as follows:-
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Rent and Management Fees
3.01 To pay to the Landlord or such person(s) as the Landlord may
direct the rent set out in Part I of the Third Schedule ("the
Rent") and the management fees set out in Part II of the Third
Schedule ("the Management Fees") in advance without any
deduction on the first day of each and every calendar month
throughout the Term. When the term of tenancy hereby created
does not commence on the first day of the month, the Landlord
may at any time during the said term require the Tenant to pay
the Rent for a particular month on a pro-rata basis, namely,
from the commencement day to the end of the month, and
thereafter the Tenant shall pay the Rent for each calendar month
(including the last month of the said term also on a pro-rata
basis) on the first day of each such calendar month.
Cost of Additional Air-Conditioning Services
3.02 To pay to the Landlord or such person(s) as the Landlord may
direct the costs of additional air-conditioning services (if
any) and the costs of chilled water supply for the purpose of
cooling the Tenant's equipment (if any) at such time and in such
manner as provided in Clause 5.10 hereof
Rates, etc.
3.03 To pay and discharge all rates taxes assessments duties
impositions charges and outgoings whatsoever now or hereafter
to be imposed or levied on the Premises or upon the owner or
occupier in respect thereof by the Government of the Hong Kong
Special Administrative Region or other lawful authority
(Government Rent and Property Tax alone excepted). Without
prejudice to the generality of this sub-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 separately assessed to rates the
Tenant shall until such time as the Premises are assessed to
rates pay to the Landlord quarterly and in advance a sum equal
to the rates which would have been charged by the Government of
the Hong Kong Special Administrative Region for each quarter on
the basis of a rateable value equal to twelve months' rent
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payable by the Tenant hereunder, any overpayment or underpayment
by the Tenant shall be adjusted and credited to the account of
the Tenant or (as the case may be) paid by the Tenant to the
Landlord immediately upon the separate assessment in respect of
the Premises having been made in accordance with the Rating
Ordinance (Cap. 116).
Utility Charges and Deposits
3.04 To pay and discharge all utility deposits and charges including
without limitation deposits and charges in respect of gas water
electricity facsimile and telephone as may be shown by or
operated from the Tenant's own metered supplies or by accounts
rendered to the Tenant by the appropriate utility companies or
otherwise in respect of all such utilities consumed on or in the
Premises.
House rules and Regulations
3.05 To obey and comply with and to indemnify the Landlord against
any breach of such house rules and regulations as may from time
to time be adopted by the Landlord or such person as may from
time to time be appointed by the Landlord as the manager of the
Building ("the Manager") in accordance with Clause 5.17 hereof.
No Breach of Government Grant or Deed of Mutual Covenants
3.06 Not to do or permit or suffer to be done any act, deed, matter
or thing whatsoever which may amount to a breach of the
covenants terms and conditions respectively contained in
Agreement and Conditions of Grant No. 12221 (including any
modification or variation thereto) and the Deed of Mutual
Covenants (if any) and Sub-Deed of Mutual Covenants (if any
affecting the Building and to fully indemnify the Landlord
against the consequences of any such breach.
Compliance with Ordinances
3.07 To obey and comply with all ordinances, regulations, bye-laws,
rules and requirements of any Governmental or other competent
authority relating to the use and occupation of the Premises by
the Tenant or to any other act deed matter or thing done
permitted suffered or omitted therein or thereon by the Tenant
or any employee, agent or licensee of the Tenant, and without
prejudice to the foregoing to obtain any licence approval or
permit
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required by any Governmental or other competent authority in
connection with the Tenant's use and occupation of the Premises
and to maintain in force and observe and comply with the terms
of the same during the continuance of this tenancy and to
indemnify the Landlord against the consequences of any breach of
this provision.
Fitting Out Decoration Refurbishing Renovation and Repairs
3.08 (i) To fit out the Premises at its own costs and expenses
and before the commencement of any fitting-out works or
other decoration refurbishing or renovation works or
repairs which are the responsibility of the Tenant
hereunder, at its own costs and expenses to prepare and
submit to the Landlord for approval ten full sets of
suitable drawings plans and specifications of the works
to be carried out by the Tenant together with schematic
sketches showing the Tenant's design and layout proposal
(hereinafter collectively called "the Tenant's Plans").
The Tenant's Plans shall, without limitation:-
(a) include detailed drawings, plans and
specifications of all partition and floor
coverings;
(b) include detailed drawings, plans and
specifications of all electrical installations
or (as the case may be) any changes thereof,
(c) include detailed drawings, plans and
specifications of any proposed amendments,
additions or alterations,
(d) include details of all lighting fixtures;
(e) show in complete details the decorative
architectural mechanical and electrical
components; and
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(f) comply with all relevant ordinances, regulations
and bye-laws from time to time issued by the
Government of the Hong Kong Special
Administrative Region.
The Landlord will consider the Tenant's Plans and may in
its absolute discretion accept reject or require the
Tenant to modify the Tenant's Plans or any part of them
as it thinks fit. The Landlord will notify the Tenant of
its decision within 30 days of receiving the Tenant's
Plans.
(ii) To modify amend and re-submit those plans as requested
by the Landlord within 30 days of receiving the
Landlord's request.
(iii) Upon submission of the Tenant's Plans to pay to the
Landlord a vetting fee at the rate as specified in Part
V of the Third Schedule and if the Tenant's Plans are
subsequently amended or modified whether pursuant to the
Landlord's request or otherwise, to pay to the Landlord
such further vetting fees as may be demanded by the
Landlord.
(iv) To be solely responsible for compliance with all
applicable codes ordinances and other regulations for
all works performed by or on behalf of the Tenant on the
Premises, and the Landlord's or the Landlord's agent's
or representative's approval of plans drawings
specifications or calculations contained in the Tenant's
Plans shall not constitute any implication
representation or certification by the Landlord that the
Tenant's Plans are in compliance with the said codes
ordinances and other regulations and the Landlord's
approval thereof shall be without prejudice to the right
of the Landlord to require the Tenant to stop, remove,
or dismantle at the cost of the Tenant any Tenant's
works which, in the opinion of the Landlord, may
prejudice the safety or security of the Building or any
part thereof, or may contravene any ordinance,
regulation, rule
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or requirement of any governmental or competent
authority. In instances where more than one standard may
be applicable in approving the Tenant's Plans, the
strictest standard shall apply.
(v) Not to commence any fitting-out decoration refurbishing
renovation or repair works before receiving notice in
writing from the Landlord that such works may be
commenced and thereafter to commence such works as soon
as practicable and carry such works to completion
expeditiously.
(vi) Not to make any subsequent variation or modification to
the Tenant's Plans as approved by the Landlord without
the previous approval in writing of the Landlord.
(vii) To employ only such contractor(s) as may from time to
time be nominated by the Landlord to carry out any
fitting-out decoration refurbishing renovation or repair
works on the Premises. In the absence of such nominated
contractor(s), the Tenant shall, upon the Landlord's
approval of the Tenant's Plans and prior to the
commencement of any of the proposed works by the Tenant,
submit to the Landlord a list of contractors to be
appointed for such proposed works. The Landlord after
receiving such list may in its absolute discretion
approve or reject the same or nominate such
contractor(s) in place of any of those listed in the
said list as the Landlord shall think fit. All such
nominated or approved contractors shall be employed
directly by the Tenant and shall for the purpose of this
Agreement be treated as the servants employees agents or
contractors of the Tenant and the Landlord shall not in
any way be held responsible for any loss or damage of
whatsoever nature directly or indirectly caused by or
arising from such employments.
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(viii) To ensure that all works are carried out strictly in
accordance with the Tenant's Plans as approved by the
Landlord and in a good and proper workmanlike fashion
using good quality materials and without causing any
damage to any part of the Building or any disturbance or
annoyance to the Landlord or the tenants or occupiers of
adjacent or neighbouring premises and observe all house
rules and regulations and fitting-out guides as may from
time to time be made imposed adopted or amended by the
Landlord or the Manager and to ensure that all
contractors and workmen employed by him shall co-operate
fully with the Landlord, the Manager or their respective
authorised representatives.
Installation of Wires Cables and Services
3.09 Further to and without prejudice to sub-clause 3.08 of this
Clause:-
(i) To install all wires pipes and cables and other services
serving the Premises in and through the ducts trunkings
and conduits in the Building provided by the Landlord
for such purposes and at all times in accordance with
the Landlord's directions and not to install any such
wires pipes cables or other services without first
providing the Landlord with full particulars and fully
detailed plans and drawings of such intended
installation and obtaining the Landlord's prior written
consent as provided in sub-clause 3.08.
(ii) To provide to the Landlord full coloured drawings of all
electrical wiring to be installed by the Tenant within
or serving or connected to the Premises and/or within
the ducts, trunkings or conduits provided by the
Landlord within the Building for the installation of
electrical and/or fibre-optical or other wires or cables
or means of passing receiving or transmitting
information and all telephone and other service wires
conduits and cables installed by or at the order of the
Tenant and to clearly label and in accordance with any
directions given by the Landlord colour-code all such
wires
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conduits and cables to the same as being the Tenant's
and if required by the Landlord at the expiration or
sooner determination of the Term at the Tenant's expense
to remove the same from all ducts conduits or trunkings
within the Building taking care not to disturb damage or
interfere with any wires cables or other means of
communication belonging to the Landlord or to other
tenants or occupiers of any part or parts of the
Building that may have been installed within any such
ducts conduits or trunkings and making good any damage
caused by the Tenant in so doing and the Tenant will
indemnify and hold the Landlord harmless against any
claim action or demand that may be brought by any person
suffering any loss or damage or interference with
business or inconvenience directly or indirectly caused
by or arising from the Tenant's actions in complying
with its obligations under this sub-clause 3.09.
Installation of Telephone Cables
3.10 Subject to sub-clauses 3.08 and 3.09 of this Clause to make its
own arrangements with regard to the installation of telephones
or other communication systems in the Premises, but the
installation of telephone and communication lines outside the
Premises must be in the common ducting provided in the Building
for that purpose and in all respects in accordance with the
Landlord's directions.
Good Repair of Interior
3.11 At its own expenses to well and sufficiently paint maintain and
keep in good clean tenantable substantial and proper repair and
condition (fair wear and tear excepted) to the satisfaction of
the Landlord the non-structural interior of the Premises
including without limitation the flooring and interior plaster
or other finishing material or rendering to walls floors and
ceilings and all the Landlord's fixtures fittings and additions
therein or thereto including without limitation all doors,
windows, light fittings, fire fighting apparatus, ducts,
air-conditioning
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units and fan coils and all waste drain, water and other pipes
and sanitary apparatus and fittings therein and all painting
papering and decoration thereof.
Repair of Electrical Wiring and Installations
3.12 To repair or replace such electrical wiring, piping
installations and fittings in the Premises and such wiring from
the Tenant's meter(s) to the Premises as the same may become
dangerous or be required to be repaired or replaced by any
appropriate utility company or any governmental or other
competent authority.
Permitting Landlord to Enter and View
3.13 To permit the Landlord its agents and all persons authorised by
the Landlord with or without workmen or others and with or
without appliances at all reasonable times and upon prior notice
(save in the case of an emergency) to enter into the Premises to
view the condition thereof and to test the Tenant's electrical
wiring piping and/or other installations and to take inventories
of the Landlord's fixtures and fittings therein and to give or
leave notice in writing to the Tenant or upon the Premises of
all defects and want of repair there found if such repair is the
responsibility of the Tenant hereunder or to carry out any work
or repair required to be done provided that in the event of an
emergency the Landlord its servants or agents may enter without
notice and forcibly if need be.
Execution of Repair on Receipt of Notice
3.14 At its own expenses, to make good all defects and wants of
repair to the Premises for which the Tenant may be liable upon
receipt of written notice from the Landlord to repair and make
good the same and within such period as may be stipulated in the
said written notice, and to pay all reasonable costs (including
fees of professional consultants) incurred by the Landlord in
the preparation and service of such notice, and if the Tenant
shall fall to execute such works or repairs as aforementioned to
permit the Landlord to enter upon the Premises and execute the
same and the expenses thereof shall be a debt due from the
Tenant to the Landlord and be recoverable forthwith by action.
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Paying Cost of Replacing Broken Windows
3.15 To pay to or reimburse the Landlord the cost of replacing all
broken or damaged windows of the Premises (or elsewhere if used
exclusively by the Tenant) whether the same be broken or damaged
by the negligence of the Tenant or otherwise.
To Reimburse Landlord for Making Good Damage to Building
3.16 To pay or reimburse the Landlord immediately on demand the costs
of repairing or making good any part of the Building or any of
the lifts or other services and facilities installed therein or
any property of the Landlord that may be damaged by reason of
any act default or neglect on the part of the Tenant its agents
servants invitees licensees employees contractors guests or
visitors.
Giving Notice to the Landlord on Damage
3.17 To give notice in writing to the Landlord or the Manager of any
damage that the Premises may suffer and of any accident to or
defects in the structure of the Premises, the water pipes, gas
pipes, electrical wiring or installations, fixtures, fittings or
other utility supply equipment provided by the Landlord directly
once the Tenant becomes aware of any such damage accident or
defect.
No Structural Alterations
3.18 Not to make any structural alterations to the Premises or the
Building or to erect install or alter any fixtures partitioning
or make or carry out any works to the Premises or the Building
or make any alterations installations in or additions to the
air-conditioning system and/or electrical wiring and/or gas
piping and/or fire fighting system and/or apparatus or any
security system or install any equipment apparatus or machinery
which requires any additional electrical wiring gas mains piping
without the prior written consent of the Landlord which consent
the Landlord may grant or withhold at its absolute discretion
and if granted the Landlord may impose such conditions as it
shall think fit.
Not to Maim or Injure
3.19 Not without the prior written consent of the Landlord to cut,
maim, injure, drill into, xxxx or deface or permit or suffer to
be cut, maimed, injured, drilled into, marked or defaced any
doors, windows, walls, beams,
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air-conditioner ducts, structural members or any part of the
fabric of the Premises nor any of the plumbing or sanitary
apparatus or installation included therein.
Not to Erect Gates or Grilles
3.20 Not without the prior written consent of the Landlord to erect
or install doors, gates, grilles, shutters or other similar
installation whatsoever whether temporary or permanent at the
door-way or entrance to the Premises or at any of the fire exits
therefrom or erect any such door or grille or shutter or gate
that might in any way contravene the regulations from time to
time in force of the Fire Services Department or other competent
authority concerned, nor in any other respect to contravene the
said regulations.
No Additional Locks
3.21 Not to alter the existing locks, bolts and fittings on the
entrance of the Premises or install any additional locks, bolts
or fittings thereon without obtaining the prior written approval
of the Landlord.
Installation of Machinery
3.22 During the continuance of the Term, before installing any
machinery in the Premises to submit to a consultant appointed by
the Landlord for approval full particulars and information
regarding such machinery as intended to be installed in the
Premises including but without limitation the type and weight
thereof, together with a general layout plan of such machinery
showing the actual position at which each article of machinery
is intended to be placed and to install such machinery in
accordance with the layout plans after written approval by the
Landlord's consultant has been obtained. The Tenant shall not
without the prior written approval of the Landlord's consultant
alter the position of any of the machinery installed as
previously approved by the Landlord's consultant or replace any
of such installed machinery with another, unless the new
machinery is in all respects to the one to be substituted. The
Tenant shall bear and pay the vetting or approval fees of the
Landlord's consultant.
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Anti-Vibration or Anti-Dumping, Absorbers for Machinery
3.23 (i) At its own expenses to mount and equip any machinery
liable to produce vibration with anti-vibration
absorbers and anti-dumping absorbers of such types and
designs as first approved of in writing by the
Landlord's consultant and shall at its own expenses
comply with all directions and orders of the Landlord
for eliminating and reducing vibrations and dumping
produced by the operation and running of any of the
machinery installed at the Premises.
Operation of Machinery
(ii) In operating and running any machinery installed in the
Premises to do all acts and things required by and
conform with all ordinances, bye-laws and regulations
applicable thereto and also all orders and directions
(if any) from time to time given by the Urban Council
and any other competent authority.
Not to Exceed Maximum Floor Loading Capacity
3.24 Not without the prior written consent of the Landlord to install
or permit or suffer to be installed upon the Premises or any
part thereof any equipment, apparatus or machinery which imposes
a weight on any part of the flooring in excess of that for which
it is designed and the Landlord shall be entitled to prescribe
the maximum weight and permitted location within the Premises of
safes and other heavy equipment, apparatus or machinery and to
require the same to stand on supports of such dimensions and
material to distribute the weight as the Landlord may deem
necessary.
Not to Cause Electro-Magnetic
3.25 To duly observe and comply with all laws, rules and regulations
in relation to electromagnetic interference from time to time in
force including but without limitation to those laws, rules and
regulations prescribed by the Office Of Telecommunication
Authority and not to carry out or suffer or permit to be carried
out any work process or operation of whatsoever nature in the
Premises which may cause any electro-magnetic interference to
the Landlord or other tenants or occupiers of any adjoining or
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neighbouring premises and the Tenant shall indemnify the
Landlord and such other tenants or occupiers for any damage or
loss suffered as a result of the Tenant's breach of this
sub-clause.
Anti-Nuisance
3.26 The Tenant shall not do or permit or suffer anything to be done
at any time in or upon the Premises or any part thereof which
may be or become a nuisance or annoyance or which may cause
damage or inconvenience to the Government of the Hong Kong
Special Administrative Region or to the owners or occupiers of
any adjoining or neighbouring lot or lots or premises. In
particular, the Tenant shall not cause or produce or suffer or
permit to be produced on or in the Premises any sound or noise
(including sound produced by broadcasting from television, radio
and any apparatus or instrument capable of producing or
reproducing music and sound) or any vibration or resonance or
other form of disturbance or other acts or things in or on the
Premises which is or are or may be or become a nuisance or
annoyance to the Landlord or the tenants or occupiers of
adjacent or neighbouring premises and the Tenant shall take all
such necessary measures as may be required by and to the
satisfaction of the Director of Environmental Protection to
ensure that the operation of all plant and equipment installed
or used on the Premises will not make any noise which causes
disturbance or annoyance to the residents or occupiers of any
adjourning premises or lot or lots or to the general public. The
decision of the Director of Environmental Protection as to
whether any such plant and equipment are causing disturbance or
annoyance as aforesaid shall be final and binding on the Tenant.
No Discharge of Pollutant or Noxious, Harmful or Corrosive Matter
3.27 Except with the prior written consent of the Director of
Environmental Protection, not to, in or upon the Premises,
install any machinery, furnace or boiler or any other equipment
or use any fuel or any method or process of manufacture or
treatment that might in any circumstances result in the
discharge or emission of any pollutant or any noxious, harmful
or corrosive matter, whether it be in the form of gas, smoke,
liquid, solid or otherwise.
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Compliance with Legislation Regarding Pollution
3.28 To comply with and observe all Ordinances, Bye-laws, Regulations
and rules for the time being in force in Hong Kong governing the
control of any form of pollution, air, noise, water and waste
pollution and the protection of the environment and to comply
with EPD Advice Note 2/89 "Application of the environmental
impact assessment process to major private sector projects"
issued by the Environmental Protection Department and any
subsequent amendment thereto.
Discharge into Sewers, etc.
3.29 (i) Not to discharge directly or indirectly or cause or
permit or suffer to be discharged into any public sewer,
storm water drain, channel, streamcourse or sea any
trade effluent or foul or contaminated water or cooling
or hot water without the prior written consent of the
Director of Environmental Protection, who may as a
condition of granting his consent require the Tenant to
provide, operate and maintain at the Tenant's own
expense, within the Premises or otherwise and to the
satisfaction of the Director of Environmental Protection
suitable works for the treatment and disposal of such
trade effluent or foul or contaminated or cooling or hot
water.
To Reimburse Landlord for Cleaning Drains
(ii) Not to pass or allow to pass into the drains pipes
gutters ducts or watercourses channels of the Premises
or the Building ("the conduits") any noxious or
deleterious effluent or other substance which may cause
any obstruction or deposit in or injury to the conduits
and to pay on demand to the Landlord the cost incurred
by the Landlord in repairing cleansing and clearing any
of the conduits damaged choked or stopped up owing to
the improper or careless use of any toilet or water or
sanitary or drainage equipment by the Tenant or its
employees invitees contractors or licensees.
Removal of Waste Matters
3.30 Not to permit any sewage, waste water or effluent containing
sand, cement, silt or any other Suspended or dissolved material
to flow from the Premises onto any adjoining land or allow any
waste matter which is not
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part of the final product from waste processing plants to be
deposited anywhere within the Building and/or the land on which
the Building stands and to have all such matter removed from the
Building and/or the land on which the Building stands in a
proper manner to the satisfaction of the Director of
Environmental Protection.
Disposal of Garbage
3.31 To be responsible for the removal of refuse and garbage from the
Premises to such location as shall be specified by the Landlord
from time to time and to use only such type of refuse container
as shall be specified by the Landlord from time to time. In the
event of the Landlord providing a collection service for refuse
and garbage the same shall be used by the Tenant to the
exclusion of any other similar service and the Tenant shall bear
an appropriate proportion of the cost of such service.
Cleaning and Cleaning Contractors
3.32 To keep the Premises including without limitation all windows at
all times in a clean and sanitary state and condition and for
the better observance hereof the Tenant shall only employ as
cleaners of the Premises such persons or firms as may be
nominated or approved by the Landlord. Such cleaners shall be
employed by and at the expense of the Tenant.
Not to Misuse Lavatories
3.33 Not to use or permit or suffer to be used any lavatory
facilities whether shared with other tenants or occupiers of the
Building or reserved exclusively for the use of the Tenant for
any purpose other than that for which they are intended and not
to throw or permit or suffer to be thrown into any W.C. pan,
urinal, basin sink or other lavatory fitting any foreign or
deleterious substance of any kind and to keep such lavatory
facilities clean tidy and in a hygienic condition at all times
during the Term and in the Landlord's absolute discretion either
to make good any breakage, blockage or damage of any such
lavatory facilities resulting from the breach by the Tenant of
this sub-clause or to pay to the Landlord on demand the cost of
making good such breakage, blockage or damage.
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Infestation
3.34 At the Tenant's expenses to take all such steps and precautions
to the satisfaction of the Landlord as shall be necessary to
prevent the Premises or any part thereof from becoming infested
by termites rats mice roaches or any other pests or vermin and
for the better observance hereof the Landlord may require the
Tenant to employ at the Tenant's cost such pest extermination
contractors as the Landlord may nominate at such intervals as
the Landlord may direct.
Fuel
3.35 The Tenant shall not use any fuel on the Premises other than
town gas, liquefied petroleum gas, natural gas, kerosene or
other conventional liquid fuel with a sulphur content not
exceeding 0.5% by weight and a viscosity of not more than 6
centistokes at 40 degree Celsius, or a conventional solid fuel
with a sulphur content not exceeding 1% by weight.
Storage of Merchandise and Hazardous Goods
3.36 Not to use the Premises for the manufacture of goods or
merchandise or for the storage of goods or merchandise other
than in small quantities consistent with the nature of the
Tenant's trade or business by way of samples and exhibits and
not to keep or store or cause permit or suffer to be kept or
stored any arms ammunitions gunpowder saltpetre petrol kerosene
liquified petroleum gas butane gas or other explosive or
combustible substances or dangerous hazardous or prohibited
goods, within the meaning of the Dangerous Goods Ordinance
(Cap.295) and the regulations made thereunder or any statutory
modification or re-enactment thereof from time to time in force
(save those which are solely and exclusively for the business of
the Tenant and approved by the Landlord and duly authorized by
the Police Department and any other government department as may
be necessary) or unlawful goods and shall not at any time during
the Term use or allow the Premises or any part thereof to be
used in any way entailing a fine forfeiture or penalty against
the Landlord under any law in force in Hong Kong
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Restriction on Use of Water Supply
3.37 Except with the prior written consent of the Water Authority, no
water from Government mains and/or the mains maintained by the
Landlord shall be used for any heating, cooling or
humidification purpose.
User
3.38 Not to use the Premises for any purpose other than for such
purposes and to conduct its business in the manner as stated in
the Fourth Schedule and unless with the prior written consent of
the Landlord not to change the use thereof or to carry on any
other trade or business therein, and in particular but without
prejudice to the generality of the foregoing, not to use or
allow the Premises or any part thereof to be used as domestic
premises within the meaning of any ordinance for the time being
in force or as sleeping quarters or for any religious purpose or
the performance of any religious ceremony.
No Illegal or Immoral Use
3.39 Not to use or cause suffer or permit to be used the Premises or
any part thereof for any illegal immoral or improper purposes.
Security System
3.40 To ensure that its own security system within and at the
entrance of the Premises (if any) is at all times compatible
with the security system for the Building (if any) provided and
operated by the Landlord.
Protection from Typhoon
3.41 To take all necessary and appropriate precautions to protect the
interior of the Premises from heavy rainfall storm or typhoon
damage.
No Auction
3.42 Not to conduct or allow any auction to be held on the Premises
without the Landlord's prior written approval.
No Pets or Animals
3.43 Not to keep or permit or suffer to be kept any pets, livestock
or animals in the Premises without the prior written approval of
the Landlord.
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No Preparation of Food and Prevention of Odours
3.44 Not to prepare or permit or suffer to be prepared any food in
the Premises or cause or permit any offensive or unusual odours
to be produced upon, permeate through or emanate from the
Premises.
Signs
3.45 Not to paint affix display or exhibit any writing sign signboard
or other device whether illuminated or not upon or outside the
windows or external walls of the Premises or inside the Premises
which may be visible from outside or in at or above any common
area landings or corridors of the Building except the display of
a name plate of the Tenant in such form and size as may be
previously approved by the Landlord at the entrance of the
Premises.
Directory Boards
3.46 To pay the Landlord immediately upon demand the cost of affixing
repairing or replacing as necessary the name of the Tenant in
lettering to the directory board (if any) at the entrance(s) to
the Building and to the directory board (if any) on the floor on
which the Premises are situated.
Obstructions to Outside Windows
3.47 Not to block up, darken or obstruct or obscure any of the
windows or lights belonging to the Premises.
Obstructions in Passages
3.48 Not to place or leave or suffer or permit to be placed or left
by any contractor employee invitee licensee or agent of the
Tenant any boxes furniture articles or rubbish in any passage
ways lift staircases landings entrances exits of the Building
used in common with other tenants and occupiers and/or the
Landlord or otherwise obstruct or encumber the same, and if any
such obstruction or encumbrance shall happen and the Tenant
shall fail to remove the same immediately upon request by the
Landlord either to the Tenant or to the person then in charge of
the Premises on the Tenant's behalf the Landlord his employee
servant or
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agents may remove or dispose of the same at the Tenant's
expenses without incurring any liability whether contractual or
tortious to the Tenant or any other person whomsoever.
Fire-Prevention
3.49 To install all necessary fire fighting equipments at the
Tenant's expenses and take all necessary fire precautions and in
general to comply with all directives from time to time given by
the Fire Services Department.
Access for Fire Service Appliances and Personnel
3.50 (i) At his own expense and to the satisfaction of the
Director of Fire Services to provide in the Premises
suitable means of access for the passage of fire service
appliances and fire service personnel to any part of the
Building and at all times permit such fire service
personnel and fire service appliances the free and
uninterrupted use of such means of access and shall
maintain such means of access and keep the same free
from obstruction.
(ii) To permit the Director of Fire Services, his officers,
servants or agents at all reasonable times with or
without notice to enter upon the Premises or any part
thereof for the purpose of inspecting the same so as to
ensure that the relevant requirements referred to in
sub-clause (i) of this Clause have been complied with.
Parking
3.51 Not to park any vehicle or otherwise use or permit any vehicle
to be parked or otherwise used by any employee agent licensee or
contractor of the Tenant at any place other than in accordance
with the house rules and regulations from time to time made by
the Landlord or the Manager.
Loading and Unloading of Goods
3.52 To load and unload furniture, machinery, goods, merchandise, raw
materials or other large objects only at such places and at such
times and through such entrances and by such cargo/service lifts
as shall be designated by the Landlord for the purpose of
loading and unloading and to use the loading and unloading areas
designated by the Landlord only for the purpose of loading and
unloading. The Tenant shall not use the
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passenger lifts for the conveyance of furniture, machinery,
goods, merchandise, raw materials or other large objects or load
or permit or suffer to be loaded into any cargo/service lift or
passenger lift in the Building a weight greater than such lift
is designed or permitted to carry.
Not to Assign or Underlet
3.53 Not to assign underlet or otherwise part with the possession of
the Premises or any part thereof in any way whether by way of
sub-letting lending sharing or other means whereby any person or
persons not a party to this Tenancy 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 (whether for monetary consideration or not) this
Tenancy Agreement shall at the Landlord's discretion absolutely
determine and the Tenant shall forthwith vacate the Premises on
notice to that effect from the Landlord. The tenancy hereby
created shall be personal to the Tenant named in the First
Schedule of this Tenancy Agreement and without in any way
limiting the generality of the foregoing each of the following
acts and events shall unless approved in writing by the Landlord
be deemed to be a breach of this Clause:-
(i) In the case of a tenant which is a partnership the
taking in of one or more new partners whether on the
death or retirement of an existing partner or otherwise;
(ii) In the case of a tenant who is an individual (including
a sole surviving partner of 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;
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(iii) In the case of a tenant which is a corporation any
take-over 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 thereof;
(iv) The giving by the Tenant of a Power of Attorney or
similar authority whereby the donee of the Power of
Attorney 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; and
(v) The change of the Tenant's business name.
Yielding Up
3.54 To yield up the Premises with all the Landlord's fixtures
fittings and additions therein and thereto at the expiration or
sooner determination of this Tenancy Agreement in good clean
tenantable substantial and proper repair and condition (fair
wear and tear excepted) together with all keys giving access to
all parts of the Premises Provided That where the Tenant has
made any alterations or installed any fixtures fittings or
additions in or to the Premises and notwithstanding that the
Landlord's consent for so doing may have been obtained or have
been given or be deemed to have been given at the Tenant's sole
cost and expense to reinstate or remove or do away with all or
any such alterations fixtures fittings or additions or any part
or portion thereof as shall be directed by the Landlord and to
make good and repair in a proper and workmanlike manner any
damage to the Premises and the Landlord's fixtures fittings and
additions therein and thereto as a result of such reinstatement
or removal before delivering up the Premises to the Landlord.
Injury or Damage to Person and Property and Insurance
3.55 To be wholly responsible for any loss damage or injury or death
caused to any person whomsoever or to any property whatsoever
directly or indirectly through the defective or damaged
condition or operation of any
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part of the interior of the Premises or any machinery plant
fixtures or fittings or wiring or piping therein for the repair
of which the Tenant is responsible hereunder or in any way
caused by or owing to the spread of fire fumes or smoke or the
leakage or overflow of water of whatsoever origin from the
Premises or any part thereof as a result of the act default or
neglect of the Tenant its servants agents licensees contractors
employees guests Invitees visitors or customers and to make good
the same by payment or otherwise and to indemnify the Landlord
against all losses damages costs claims demands actions and
legal proceedings whatsoever made upon or against the Landlord
by any person in respect of any such loss damage or injury or
death and all costs and expenses incidental thereto AND for the
better observance of the Tenant's obligations in regard to the
foregoing TO INSURE or at the discretion of the Landlord to
permit the Landlord at the Tenant's expense and in the name of
the Tenant to effect and maintain insurance cover to the
satisfaction of the Landlord with such reputable insurance
company as shall be nominated or approved by the Landlord in
respect of all such risks as aforesaid including without
limitation adequate fire, water and third party insurance in
respect of the Premises (including without limitation the full
replacement value of all furniture fixtures fittings goods
chattels samples personal effects contents and stock therein)
and the Policy of Insurance so effected to be endorsed to show
the interest of the Landlord therein and to be in such amount as
may be determined by the Landlord and to contain a provision
that the insurance cover thereby effected and the terms and
conditions thereof may not be altered modified restricted or
cancelled without the express prior written consent of the
Landlord and in the event of such insurance being effected by
the Tenant itself in pursuance of its obligations hereunder
whenever required so to do by the Landlord to produce to the
Landlord as and when required by the Landlord such policy of
insurance together with a receipt for the last payment of
premium.
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Tenant Liable for its Employees, etc.
3.56 To be liable for any act default negligence or omission of the
Tenant's agents, contractors, employees, invitees, guests,
visitors, servants or licensees as if it were the act default
negligence or omission of the Tenant and to indemnify the
Landlord against all losses damages costs claims demands
expense, or liability arising directly or indirectly from the
aforesaid act default negligence or omission. For the purpose of
this Tenancy Agreement any act default neglect or omission of
any guest visitor servant contractor employee agent invitee or
licensee of the Tenant shall be deemed to be the act default
neglect or omission of the Tenant.
Not to Render Insurance Policy Void
3.57 Not to cause or suffer or permit to be done any act or thing
whereby the policy or policies of insurance on the Premises or
the Building against damage by fire or any other insured risks
or liability to third parties for the time being substituting
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 thereon 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 sub-clause by the Tenant.
4. The Landlord hereby agrees with the Tenant as follows:-
Quiet Enjoyment
4.01 That the Tenant duly paying the rent rates management fees and
other payments hereby stipulated on the days and in the manner
herein provided for payment of the same and performing and
observing the Tenant's agreements, Covenants, stipulations,
terms, conditions and obligations herein contained may peaceably
hold and enjoy the Premises without any interruption by the
Landlord or any person lawfully claiming through under or in
trust for the Landlord.
Pay Government Rent
4.02 To pay all Government rent and property tax payable in respect
of the Premises.
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Roof and Main Structure
4.03 To maintain and keep the main structure roofs main electricity
supply cables main drains water pipes main walls and exterior
window frames of the Building therein and all concealed
electrical installations and wirings and pipings of the Landlord
in the Premises in a proper and substantial state of repair and
condition Provided that the Landlord shall not be liable for
breach of this sub-clause unless and until written notice of any
defect or want of repair thereof shall have been given to the
Landlord by the Tenant and the Landlord shall have failed to
take reasonable steps to repair or remedy the same within a
reasonable period after the service on it of such notice.
5. Provided Always that and it is hereby expressly agreed as follows:-
Default
5.01 If the Rent and/or the rates and/or the Management Fees and/or
any other moneys payable hereunder or any part thereof shall be
in arrear for fifteen (15) days after the same shall have become
payable (whether formally demanded or not) or if there shall be
any breach or nonperformance or non-observance of any of the
stipulations conditions terms and agreements herein contained
and on the part of the Tenant to be observed or performed or if
the Tenant shall stop or suspend payment of its debts or be
unable to or admit inability to pay its debts as they fall due
or enter into any scheme of arrangement with its creditors or
have an encumbrancer taking possession of any of its assets in
circumstances in which the Landlord shall have reasonable
grounds for believing that the ability of the Tenant to pay the
rentals and other charges hereby reserved and to observe and
perform its obligations under this Tenancy Agreement shall have
been prejudiced or put at risk or have a receiving order made
against it or in such circumstance as aforesaid fail to satisfy
any judgement that may be given in any action against it after
final appeal or go into liquidation (save for the purposes of
amalgamation or reconstruction) or become bankrupt or if the
Tenant shall suffer execution to be levied upon the Premises or
otherwise on the Tenant's goods or if in
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such circumstances as aforesaid the Tenant shall suspend or
cease or threaten to suspend or cease to carry on its business
or should any event occur or proceeding be taken with respect to
the Tenant in any jurisdiction to which the Tenant is subject
which has an effect equivalent or similar to any of the events
or circumstances described above then and in any such case it
shall be lawful for the Landlord at any time thereafter to
re-enter on and upon the Premises or any part thereof in the
name of the whole and thereupon this Tenancy Agreement shall
absolutely determine but without prejudice to any right of
action or other remedy of the Landlord against any breach,
non-observance or non-performance by the Tenant of any of the
terms of this Tenancy Agreement. A written notice served by the
Landlord on the Tenant in manner hereinafter provided to the
effect that the Landlord thereby exercises the power of
determination and/or re-entry herein before contained shall be a
full and sufficient exercise of such power without physical
entry on the part of the Landlord notwithstanding any statutory
or common law provision to the contrary. All costs and expenses
incurred by the Landlord in demanding payment of the Rent,
rates, Management Fees and other charges payable hereunder (if
the Landlord elects to demand) and in exercising its rights
and/or remedies or in attempting to do so shall be paid by the
Tenant and shall be recoverable from the Tenant as a debt.
Interest
5.02 Notwithstanding anything herein contained in the event of
default in payment of the Rent and/or rates and/or the
Management Fees and/or other monies payable by the Tenant
hereunder or any part thereof for a period of fifteen (15) days
from the date when such payment is due (whether formally
demanded or not) the Tenant shall pay to the Landlord on demand
daily interest on all such sums outstanding at the monthly rate
of two percent (2%) calculated from the date on which the same
shall be due for payment (in accordance with the provisions
contained in that behalf herein) until the date of payment as
liquidated damages and not as penalty provided that the demand
and/or receipt by the Landlord of interest pursuant to this
sub-clause shall be without prejudice to and shall
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not affect the right of the Landlord to exercise any other right
or remedy hereof or otherwise (including but without prejudice
to the generality of the foregoing the right of re-entry
exercisable under the terms of this Tenancy Agreement).
Condonation Not a Waiver
5.03 No condoning, excusing or overlooking by the Landlord of any
default, breach or non-observance or nonperformance by the
Tenant at any time or times of any of the agreements
stipulations terms and conditions 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 shall in no way be considered as a waiver or release
of any of the provisions hereof nor shall it be construed as
dispensing with the necessity of obtaining the specific written
consent of the Landlord in the future, unless expressly so
provided.
Acceptance of Rent
5.04 The acceptance of any of the Rent by the Landlord shall not be
deemed to operate as a waiver by the Landlord of any right to
proceed against the Tenant in respect of any breach
non-observance or non-performance by the Tenant of any of the
agreements stipulations terms and conditions herein contained
and on the part of the Tenant to be observed and performed.
Distraint
5.05 For the purposes of Part III of the Landlord and Tenant
(Consolidation) Ordinance (Cap.7) and of these presents, the
Rent payable in respect of the Premises shall be and be deemed
to be in arrear if not paid in advance at the times and in the
manner herein provided for payment thereof.
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Deposit
5.06 (i) The Tenant shall on the signing hereof deposit with the
Landlord the sum or sums specified in Part III of the
Third Schedule hereto being the aggregate of THREE (3)
months' Rent and THREE (3) months' Management Fees to
secure the due observance and performance by the Tenant
of the agreements stipulations obligations terms and
conditions herein contained and on the part of the
Tenant to be observed and performed which said deposit
shall be held by the Landlord throughout the currency of
this Tenancy Agreement free of any interest to the
Tenant with the right for the Landlord (without
prejudice to any other right or remedy hereunder or
otherwise) to deduct therefrom the amount of any Rent
rates Management Fees and other charges payable
hereunder in case of default on the part of the Tenant
in making any of such payments 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
terms and conditions. In the event of any deduction
being made by the Landlord from the said deposit in
accordance herewith during the currency of this Tenancy
Agreement the Tenant shall forthwith on demand by the
Landlord make a further deposit with the Landlord equal
to the amount so deducted and failure by the Tenant so
to do shall entitle the Landlord forthwith to re-enter
upon the Premises and to determine this Tenancy
Agreement as hereinbefore provided.
(ii) Notwithstanding any provision to the contrary contained
herein, it is hereby expressly agreed by the parties
hereto that:-
(a) Upon the signing of this Agreement the sum of
HK$319,131.90 being the deposit ("the previous
deposit") held by the Landlord under the Tenancy
Agreement dated 1st September 1995 made between
the Landlord and the Tenant in respect of
Premises ("the previous Tenancy Agreement")
shall be transferred and carried over to this
Agreement as payment of the said deposit and the
sum of
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HK$68,862.50 shall be refunded by the Landlord
to the Tenant.
(b) In the event that the Tenant shall (either
before or after the date hereof) have breached
any of the terms and conditions contained in the
previous Tenancy Agreement which on the part of
the Tenant is to be observed and performed up to
and inclusive of the date of the expiration of
the contractual term or sooner determination of
the previous Tenancy Agreement, then the
Landlord shall be entitled to deduct from the
said deposit such amount as may be required
towards remedying the same insofar as it may be
possible (without prejudice to any other rights
or remedies available to the Landlord for breach
of the previous Tenancy Agreement) and in such
circumstances and as a condition precedent to
the commencement of this Agreement the Tenant
shall forthwith on demand by the Landlord pay a
further sum to the Landlord (to be held as part
of the said deposit) equal to the amount so
deducted and failure by the Tenant so to do
shall entitle the Landlord to forfeit the
tenancy hereby created or maintained and to
re-enter upon the Premises and to determine this
Agreement (and/or the previous Tenancy Agreement
(as appropriate)) without prejudice to any other
right which the Landlord may have against the
Tenant and the balance of the said deposit (if
any) shall be absolutely forfeited as and for
liquidated damages (and not as penalty).
(c) For the avoidance of doubt this Agreement shall
take effect subject to and with the benefit of
the previous Tenancy Agreement until expiry of
the contractual term or sooner determination of
the previous Tenancy Agreement and so that any
breach in the obligations and restrictions on
the
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part of the Tenant in the previous Tenancy
Agreement shall be a breach of this Agreement
and vice versa.
Increase of Management Fees
5.07 By reasons of any increase in the costs of providing the
necessary services to the Premises and/or managing the Building,
the Landlord and/or the Manager shall be entitled at any time
and from time to time to increase the Management Fees after
giving the Tenant one month's notice of such increase. The
Landlord's and/or the Manager's assessment of any increase in
the said costs shall be conclusive.
Increase in Deposit
5.08 If and whenever the Management Fees shall be increased pursuant
to sub-clause 5.07 of this Clause, the amount of the said
deposit shall be increased accordingly following such increase
in the Management Fees so as to bring at all times the amount of
the said deposit equal to the aggregate of THREE (3) months'
Rent and THREE (3) months' Management Fees for the time being
payable by the Tenant hereunder and the Tenant shall make
payment to the Landlord of such additional sum as shall be
required to bring the said deposit up to the appropriate amount
within fifteen (15) days from the date of the Tenant's receipt
of the Landlord's or the Manager's notice of increase of the
Management Fees as aforesaid.
Refund of Deposit
5.09 Subject as aforesaid the said deposit and any further deposits
paid shall be refunded to the Tenant by the Landlord without
interest within thirty (30) days after the expiration or sooner
determination of this Tenancy Agreement and delivery of vacant
possession of the Premises to the Landlord or after settlement
of the last outstanding claim by the Landlord against the Tenant
for any arrears of Rent rates Management Fees and other charges
and for any breach non-observance or non-performance of any of
the agreements stipulations terms and conditions herein
contained and on the part of the Tenant to be observed or
performed, whichever shall be the later.
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Air-conditioning
5.10 (i) The Landlord shall provide and maintain air-conditioning
for the Premises during the hours referred to in Part IV
of the Third Schedule hereto ("the Normal
Air-Conditioning Hours") whenever the air-conditioning
system shall be operating. The costs of such
air-conditioning shall be included in the management
fees payable by the Tenant as set out in Part II of the
Third Schedule hereto. If the Tenant shall require a
supply of air-conditioning outside the Normal
Air-Conditioning Hours, the same will be supplied by the
Landlord on reasonable advance notice to the Landlord
and at such costs per hour and per square feet of gross
floor area of the Premises as the Landlord may in
absolute discretion from time to time charge.
(ii) If the Tenant shall require a supply of chilled water
for the purpose of cooling its equipment, the same will
be supplied by the Landlord on reasonable advance notice
to the Landlord and at such costs as the Landlord may in
its absolute discretion from time to time charge based
on the Tenant's actual consumption of such chilled
water.
(iii) The Tenant shall pay the costs of such additional
air-conditioning services and/or such chilled water
supply immediately upon receipt of the demand note
therefor which may be rendered at such intervals as the
Landlord may in its absolute discretion decide.
Exclusion of Landlord's Liability
5.11 The Landlord and/or the Manager shall not in any circumstances
other than those arising from their respective gross negligence
or willful default be under any liability whatsoever to the
Tenant or the Tenant's agents, contractors, servants, visitors,
guests, employees, licensees, invitees or any other person
whomsoever in respect of any loss of profit or of business or
loss of life or loss, injury or damage to person or property or
for any disruption or inconvenience or for the security or
safekeeping of the Premises or any contents therein caused to or
suffered or sustained by
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the Tenant or any other person caused by or through or in any
way owing to or arising out of or connected with anything
whatsoever including (without limitation):-
(i) any failure breakdown malfunction defect interruption of
or in or to the operation of or non-availability of any
common services and facilities fire-fighting equipment
or system or lifts or any other services rendered or to
be rendered to the Tenant or such other person;
(ii) any act neglect or default of the other tenants and
occupiers of the Building and their respective visitors
guests licensees invitees employees contractors servants
and agents;
(iii) any failure breakdown malfunction defect or interruption
of or in the supply of gas electricity water or
air-conditioning to the Premises or any part of the
Building;
(iv) any fire storm tempest flood typhoon heavy rainfall
landslide subsidence of the ground Act of God or other
inevitable accident escape of fire smoke fumes or any
other substance or thing or overflow or leakage of water
or electric current from or through any part of the
Premises or the Building or otherwise or the dropping or
falling of any article or vibrations from any part of
the Building;
(v) any defective or damaged condition of the Premises the
Building or part(s) thereof or the Landlord's fixtures
and fittings and additions therein and thereto;
(vi) any use of the Premises any designated car parking space
or other areas or parts of the Building; and
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(vii) the provision by the Landlord or the Manager of watchmen
and caretakers (if any),
nor shall any of the Rent rates Management Fees and any other
sums reserved to be payable by the Tenant hereunder xxxxx or
cease to be payable on account thereof.
Notice to be Given to Landlord on Failure to Perform Obligations
5.12 The Landlord shall not in any event be liable to the Tenant in
respect of any failure of the Landlord to perform any of its
obligations to the Tenant hereunder unless and until the Tenant
has notified the Landlord such failure and the Landlord has
failed within a reasonable length of time to remedy the same and
then in such case the Landlord shall be liable to compensate the
Tenant only for loss or damage sustained by the Tenant after
such reasonable time shall have lapsed.
No Compensation or Abatement of Rent
5.13 The Tenant shall not be entitled to any compensation or
abatement of the Rent if the light and/or air to the Premises is
in any way obstructed by adjoining buildings or otherwise.
Power to Enter in Emergency
5.14 In the event of fire, typhoon or any other contingencies or
emergencies which in the opinion of the Landlord may cause or
threaten to cause damage or injury to the Premises and/or any
part of the Building, the Landlord shall have power in the
absence of the Tenant to break open any doors or windows of the
Premises and to do such other things as may be necessary to
prevent the Premises and/or any part of the Building from being
damaged or injured or further damaged or injured and in such
event the Landlord shall not be answerable to the Tenant for any
loss or damage which the Tenant may sustain thereby.
Abatement of Rent and Management
5.15 If the Premises or the Building or any part thereof shall at any
time during the Term be destroyed or damaged or become
inaccessible owing to fire, water, storm, typhoon, defective
construction, white ants, earthquake
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subsidence of the ground, act of God, force majeure or any
calamity beyond the control of the Landlord so as to render the
Premises unfit for use or inaccessible and the same is in no way
attributable directly or indirectly to any act neglect or
default of the Tenant, its agents, guests, invitees, visitors,
servants, employees, contractors or licensees or if at any time
during the continuance of this tenancy the Premises or the
Building or any part thereof shall be condemned as a dangerous
structure or a demolition order or closing order shall become
operative in respect of the Premises or the Building or any part
thereof then the Rent and Management Fees hereby reserved or a
fair proportion thereof according to the nature and extent of
the damage sustained or order made shall be suspended until the
Premises shall again be rendered accessible and fit for use
PROVIDED THAT the Landlord shall be under no obligation to
repair or reinstate the Premises or the Building if, in its
opinion, it is not reasonably economical or practicable so to do
and PROVIDED FURTHER THAT in circumstances when the whole or
substantially the whole of the Premises have been rendered
inaccessible or unfit for use and should the Premises not have
been reinstated in the meantime either the Landlord or the
Tenant may at any time after two (2) months from the occurrence
of such damage or destruction or order give to the other of them
notice in writing to determine this Tenancy Agreement and
thereupon the same and everything herein contained shall cease
and be void as from the date of the occurrence of such
destruction or damage or order or of the Premises becoming
inaccessible or unfit for use but without prejudice to the
rights and remedies of either party against the other in respect
of any antecedent claim or breach of the agreements,
stipulations, terms and conditions herein contained or of the
Landlord in respect of the Rent and Management Fees payable
hereunder prior to the coming into effect of the suspension.
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No Warranty as to Fitness
5.16 The Landlord does not in anyway warrant that the Premises are
fit or suitable for the operation of the trade business or
activities of the Tenant and the Tenant shall make his own
investigation and enquiries in this connection. In the event of
any governmental authority in any way prohibiting the use of the
Premises for the trade business or activities for the time being
carried on by the Tenant, the Landlord shall have power to
determine the Term hereby created at any time by giving notice
to the Tenant of a length and effect equivalent to that of the
notice (if any) given by the relevant governmental authority
(and if such governmental notice is subsequently extended the
Landlord's said notice to the Tenant shall be extended pro
tanto). On the expiration of such notice by the Landlord to the
Tenant the Term of this tenancy shall accordingly be determined
and the Landlord shall not be required to pay any compensation
for the loss of profit or goodwill or loss or damage of any kind
to the Tenant for such determination provided that nothing in
this sub-clause shall prejudice the continuation of the Term
granted hereunder if the prohibition aforesaid shall be waived
by the relevant governmental authority during the notice period.
Introduction of House Rules and Regulations
5.17 (i) The Landlord and/or the Manager shall be entitled from
time to time and by notice to the Tenant to make
introduce and subsequently amend adopt or abolish if
necessary such house rules and regulations as it may
reasonably consider necessary for the proper operation
management and maintenance of the Building.
Conflict
(ii) Such rules and regulations shall be supplementary to the
terms and conditions contained in this Tenancy Agreement
and shall not in any way derogate from such terms and
conditions. In the event of conflict between such rules
and regulations and the terms and conditions of this
Tenancy Agreement the terms and conditions of this
Tenancy Agreement shall prevail.
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Name of Building
5.18 The Landlord reserves the right to rename 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 Postal
and other relevant governmental authorities not less than three
months' notice of its intention so to do.
Alterations to the Building
5.19 Without prejudice to any provisions herein contained the
Landlord reserves the right from time to time to improve extend
add to or reduce the Building or in any manner whatsoever and to
alter or deal with the Building (other than the Premises)
Provided always that in exercising such right the Landlord will
endeavour to cause as little inconvenience to the Tenant as is
practicable in the circumstances and make good any damage caused
to the Premises within a reasonable period of time.
Letting or Sale Notices and Entry
5.20 During the three (3) months immediately preceding the expiration
or sooner determination of the Term the Landlord shall be at
liberty to affix and place without interference upon any
external part of the Premises a notice or notices stating that
the Premises are to be let and/or sold and such other
information in connection therewith as the Landlord shall
require and the Tenant shall permit persons with written
authority from the Landlord or the Landlord's agents at
reasonable times of the day upon prior appointment to enter and
view the Premises or any part or parts thereof.
Notice
5.21 Any notice required to be served under this Tenancy Agreement
shall be in writing and any notice to be served on the Tenant
shall be sufficiently served if sent by pre-paid registered post
to or left at the Tenant's registered office or principal place
of business in Hong Kong or the Premises and any notice to be
served on the Landlord shall be sufficiently served if sent to
the Landlord by pre-paid registered post to or left at the
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Landlord's registered office in Hong Kong. A notice delivered by
hand is duly served at the time of delivery and a notice sent by
registered post shall be deemed to be duly served forty-eight
(48) hours after the date of posting.
No Fine or Premium or Key Money
5.22 The Tenant hereby expressly declares that for the grant of the
Term no premium key money or consideration money or other
valuable consideration other than the Rent and other payments
herein expressly reserved and expressed to be payable has been
paid or will be payable by the Tenant to the Landlord or any
other person.
Costs and Stamp Duty
5.23 (i) The Tenant shall bear half of Messrs. Xxxxxx Xxxx, the
Landlord's solicitors' scale charge as stipulated by the
Law Society of Hong Kong for the preparation and
completion of this Agreement. Notwithstanding the above,
it is expressly declared by the parties that Messrs.
Xxxxxx Xxxx is acting as solicitors for the Landlord
only and the Tenant is advised to seek independent legal
advice on the approval of this Agreement.
(ii) The stamp duty and registration fees payable on this
Agreement and their counterparts shall be borne by the
Landlord and the Tenant in equal shares.
Special Conditions
5.24 The parties hereto shall respectively be bound by and entitled
to the benefit of the Special Conditions (if any) set forth in
the Fifth Schedule.
Fixtures and Fittings
5.25 The Landlord shall provide those fixtures and fittings details
of which are listed in the Sixth Schedule hereto.
Marginal Notes
5.26 The marginal notes, headings and index (if any) are intended for
guidance only and do not form a part of this Tenancy Agreement
nor shall any of the provisions of this Tenancy Agreement be
construed or interpreted by reference thereto or in any way
affected or limited thereby.
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Interpretation
5.27 In this Tenancy Agreement if the context permits or requires
words importing the singular number shall include the plural
number and vice versa and words importing the masculine feminine
or neuter gender, shall include the others of them.
Entire Agreement
5.28 This Tenancy Agreement sets out the full agreement between the
parties. No warranties or representations express or implied of
any kind other than those set out herein (if any) are or have
been made or given by the Landlord or by anybody on his behalf
and if any such warranties or representations express or have
been made, the same are withdrawn or deemed to have been
withdrawn immediately before the execution of this Tenancy
Agreement.
AS WITNESS the hands of the parties hereto the day and year first above
written.
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FIRST SCHEDULE
The Tenant
Name : VALENCE SEMICONDUCTOR DESIGN LIMITED
[CHINESE CHARACTERS]
Registered Office : Xxxx 000, 0/X., Xxxx Xxxx Industrial Technology
Centre, 72 Tat Chee Avenue, Kowloon Tong, Kowloon,
Hong Kong
Business Registration No. : 18907543
SECOND SCHEDULE
Part I
The Premises : Xxxx 000 on the 4th Floor of the Hong Kong
Industrial Technology Centre
Part II
The Term : Two (2) years commencing on the 1st day of
September 1998 and expiring on the 31st day of
August 2000 (both days inclusive)
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THIRD SCHEDULE
Part I
The Rent : HONG KONG DOLLARS SIXTY SEVEN THOUSAND AND SIXTY
EIGHT ONLY (HK$67,068.00) per month exclusive of
rates, management fees and other outgoings
Part II
Management Fees : HONG KONG DOLLARS SIXTEEN THOUSAND AND TWENTY ONE
AND CENTS EIGHTY ONLY (HK$16,021.80) per month
Part III
The Deposit : HONG KONG DOLLARS TWO HUNDRED FORTY NINE THOUSAND
TWO HUNDRED AND SIXTY NINE AND CENTS FORTY ONLY
(HK$249,269.40)
Part IV
Normal Air-Conditioning : Monday - Friday 8:00 a.m. - 6:00 p.m.
Hours Saturday 8:00 a.m. - 2:00 p.m.
Sunday and no air-conditioning
Public Holiday will be provided
Part V
Vetting Fee : HK$1.60 per square foot of the total gross floor
area of the Premises or HK$3,000.00 whichever is
the greater
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FOURTH SCHEDULE
User : (1) Subject to Paragraph (2) of this Fourth
Schedule, to use the Premises as an office
only.
(2) The Tenant shall carry out R&D activities on
full-custom chip design especially on
system-on-a-chip solution and to develop
system multimedia solutions based on MPEG 2
standard. The Tenant plans to continue
employing about 30 staff at the Premises, 15
of whom will carry out the aforesaid R&D
activities and the balance carry out
marketing and administration activities.
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FIFTH SCHEDULE
Special Conditions
Restriction of Gross Floor Area by Director-General of Industry:-
(a) The Tenant hereby declares that he is fully aware of the existence and
implications of Special Condition (12)(b) in the Particulars and
Conditions of Grant of New Kowloon Inland Lot No.6128 which provides,
inter alia, that the Director-General of Industry may in his absolute
discretion from time to time during the term thereby granted restrict
the proportion of the gross floor area of the Building which may be
underlet by the Landlord and in that event may stipulate that any
underletting by the Landlord shall be for a term not exceeding three (3)
years. The Director-General of Industry in exercising his discretion
shall not cause any premature termination of any underletting and/or
licensing entered in accordance with the said Special Condition (12)(b).
(b) In the event the Director-General of Industry shall exercise his power
under the said Special Condition (12)(b) to restrict the gross floor
area of the Building as aforesaid the Landlord shall be entitled upon
giving reasonable notice at any time after the date of this Agreement
and/or during the Term to require the Tenant to vacate and surrender:-
(i) a part of the Premises - the Tenant shall then at the direction
of the Landlord vacate such part of the Premises within a
reasonable period and deliver vacant possession of the same to
the Landlord, this Agreement shall remain in full force and
effect with respect to that part of the Premises not required to
be surrendered by the Tenant. In the event of a partial
surrender the rent for the remaining part of the Premises shall
be reduced on a pro-rata basis for the remainder of the Term and
a pro-rata refund of the rental deposit shall be made by the
Landlord to the Tenant; or
(ii) the whole of the Premises - the Tenant shall vacate the whole of
the Premises within a reasonable period and deliver vacant
possession of the same to the Landlord, this Agreement shall
become null and void but without prejudice to either party's
right of action against the other for any breach of the terms
and covenants of this Agreement prior to termination.
Provided Always that in the event of a requirement for the
Tenant to vacate a part of the Premises the Tenant shall at its
absolute discretion be entitled to surrender the whole of the
Premises in which event the provisions of sub-clause (b)(ii) of
this Condition shall apply.
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SIXTH SCHEDULE
Fixtures and Fittings
1. Screed floor finishing
2. Perimeter dry wall, mini-blind on windows (where applicable)
3. Ceiling tile in lay in grid
4. Fluorescence lighting fixture, main circuit control board
5. Air diffuser and fan coil unit(s)
The fixtures and fittings listed above will be in accordance with the standard
laid down by the Landlord for such items.
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SIGNED BY Dr. Xxxxx Xxx, CEO ) For and on behalf of
} HONG KONG INDUSTRIAL TECHNOLOGY
for and on behalf of the Landlord in ) CENTRE CORPORATION
the presence of:- Xxxx Xxxx )
/s/ XXXX XXXX /s/ XXXXX XXX
-------------------------------- -----------------------------------
Authorized Signature
SIGNED BY WAN WAH XXXX, XXXXXX ) For and on behalf of
DIRECTOR } VALENCE SEMICONDUCTOR DESIGN
for and on behalf of the Landlord in ) LIMITED
the presence of:- Reivlin Cham )
/s/ REIVLIN CHAM /s/ WAN XXX XXXX
-------------------------------- -----------------------------------
Authorized Signature(s)
Received the day and year first ) For and on behalf of
above written of and from the ) HONG KONG INDUSTRIAL TECHNOLOGY
Tenant the sum of HONG KONG DOLLARS ) CENTRE CORPORATION
TWO HUNDRED FORTY NINE THOUSAND TWO )
HUNDRED AND SIXTY NINE AND FORTY ) /s/ XXXXX XXX
CENTS ONLY shall be transferred ) -----------------------------------
from the Previous Tenancy Agreement ) Authorized Signature
being the deposit payable herein )HK$249,269.40
-------------------------
the Landlord
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