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EX-10.33
Dated this 1st day of September 1995
HONG KONG INDUSTRIAL TECHNOLOGY
CENTRE CORPORATION
and
VALENCE SEMICONDUCTOR DESIGN LIMITED
------------------------------------------------
TENANCY AGREEMENT
of
Xxxx 000 xx xxx Xxxxxx Xxxxx xx
Xxxx Xxxx Industrial Technology Centre
------------------------------------------------
XXXXXX XXXX
00/X XXXXXXXXX XXXXX
00 XXXXXXXX XXXX
XXXXXXX
XXXX XXXX
Ref.: RMSK/GPKL/H:4414
L:1158
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THIS TENANCY AGREEMENT is made the 1st day of September
One thousand nine hundred and ninety-five
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 easements and similar rights and privileges which
the Premises are or may be subject to.
Tenant's 3. The Tenant hereby covenants and agrees with the Landlord as
Obligations follows:
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Rent and 3.01 To pay to the Landlord or such person(s) as the Landlord
Management may direct the rent set out in Part I of the Third Schedule
Fees ("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, the first and last of
such payments to be apportioned according to the number of
days in the calendar month in which the Term commence or
ends.
Cost-of 3.02 To pay to the Landlord or such person(s) as the Landlord
Additional may direct the costs of additional air-conditioning
Air- services (if any) and the cost of chilled water supply for
Conditioning the purpose of cooling the Tenant's equipment (if any) at
Services 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 Hong Kong or other lawful authority (Crown 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 Hong Kong
Government 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 Hong Kong Government
for each quarter on the basis of a rateable value equal to
twelve months rent 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).
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Utility 3.04 To pay and discharge all utility deposits and charges
Charges and including without limitation deposits and charges in
Deposits 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 3.05 To obey and comply with and to indemnify the Landlord
and against any breach of such house rules and regulations as
Regulations 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 3.06 Not to do or permit or suffer to be done any act, deed,
Crown Grant matter or thing whatsoever which may amount to a breach of
or Deed of the covenants terms and conditions respectively contained
Mutual in Agreement and Conditions of Grant No.12221 (including
Covenants 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 3.07 To obey and comply with all ordinances, regulations,
with bye-laws, rules and requirements of any Governmental or
Ordinances 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
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.
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Fitting Out 3.08 (i) To fit out the Premises at its own costs and
Decoration expenses and before the commencement of any
Refurbishing fitting-out works or other decoration refurbishing
Renovation and or renovation works or repairs which are the
Repairs 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 partitionings 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
(f) comply with all relevant ordinances,
regulations and bye-laws from time to time
issued by the Government of Hong Kong.
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.
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(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 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.
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(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.
(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.
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Installation 3.09 Further to and without prejudice to sub-clause 3.08 of this
of Wires Clause:-
Cables
and Services
(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 conduits and cables to identify 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 belong 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
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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 3.10 Subject to sub-clauses 3.08 and 3.09 of this Clause to
of Telephone make its own arrangements with regard to the
Cables 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 3.11 At its own expenses to well and sufficiently paint
Interior 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 units and
fan coils and all waste drains, water and other pipes
and sanitary apparatus and fittings therein and all
painting papering and decoration thereof.
Repair of 3.12 To repair or replace such electrical wiring, piping
Electrical installations and fittings in the Premises and such
Wiring and wiring from the Tenant's meter(s) to the Premises as
Installations 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 3.13 To permit the Landlord its agents and all persons
Landlord to authorised by the Landlord with or without workmen or
Enter and View 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
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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 3.14 At its own expenses, to make good all defects and wants
Repair on of repair to the Premises for which the Tenant may be
Receipt of liable upon receipt of written notice from the Landlord
Notice 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 fail 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.
Paying Cost of 3.15 To pay to or reimburse the Landlord the cost of
Replacing replacing all broken or damaged windows of the Premises
Broken Windows (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 3.16 To pay or reimburse the Landlord immediately on demand
Landlord for the costs of repairing or making good any part of the
Making Good Building or any of the lifts or other services and
Damage to facilities installed therein or any property of the
Building 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 3.17 To give notice in writing to the Landlord or the
to the Manager of any damage that the Premises may suffer and
Landlord on of any accident to or defects in the structure of the
Damage 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.
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No Structural 3.18 Not to make any structural alterations to the
Alterations 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 3.19 Not without the prior written consent of the
Injure 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,
air-conditioner ducts, structural members or any
parts of the fabric of the Premises nor any of
the plumbing or sanitary apparatus or
installation included therein.
Not to Erect 3.20 Not without the prior written consent of the
Gates or Landlord to erect or install doors, gates,
Grilles grilles, shutters or other similar installation
whatsoever whether temporary or permanent at the
doorway 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 3.21 Not to alter the existing locks, bolts and
Locks 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 3.22 During the continuance of the Term, before
of Machinery installing any machinery in the Premises to
submit to a consultant appointed by the Landlord
for approval full particulars and information
regarding such
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machinery as intended to be installed in the Premise
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 identical to the one to be substituted. The
Tenant shall bear and pay the vetting or approval fees
of the Landlord's consultant.
Anti-Vibration 3.23 (i) At its own expenses to mount and equip any
or Anti- machinery liable to produce vibration with
Dumping anti-vibration absorbers and anti-dumping
Absorbers for absorbers of such types and designs as first
Machinery 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 (ii) In operating and running any machinery installed
Machinery in the Premises to do all acts and things required
by and conform with all ordinances, by-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 3.24 Not without the prior written consent of the Landlord
Maximum Floor to install or permit or suffer to be installed upon the
Loading Premises or any part thereof any equipment, apparatus
Capacity 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
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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 3.25 To duly observe and comply with all laws, rules and
Electro- regulations in relation to electro-magnetic interference
Magnetic from time to time in force including but without
Interference 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
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 Hong Kong
Government 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
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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 3.27 Except with the prior written consent of the Director of
or Pollutant Environmental Protection, not to, in or upon the Premises,
or Noxious, install any machinery, furnace or boiler or any other
Harmful or equipment or use any fuel or any method or process of
Corrosive manufacture or treatment that might in any circumstances
Matter 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.
Compliance 3.28 To comply with and observe all Ordinances, Bye-laws,
with Regulations and rules for the time being in force in Hong
Legislation Kong governing the control of any form of pollution,
Regarding including air, noise, water and waste pollution and the
Pollution 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 3.29 (i) Not to discharge directly or indirectly or cause or
Sewers, etc. 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.
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To Reimburse (iii) Not to pass or allow to pass into the drains pipes
Landlord for gutters ducts or watercourses channels of the
Cleaning Premises or the Building ("the conduits") any
Drains 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 3.30 Not to permit any sewage, waste water or effluent
Waste Matters 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
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 3.31 To be responsible for the removal of refuse and garbage
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 3.32 To keep the Premises including without limitation all
Cleaning windows at all times in a clean and sanitary state and
Contractors 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.
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Not to 3.33 Not to use or permit or suffer to be used any lavatory
Misuse facilities whether shared with other tenants or occupiers
Lavatories 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.
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 3.36 Not to use the Premises for the manufacture of goods or
Merchandise merchandise or for the storage of goods or merchandise
and other than in small quantities consistent with the nature
Hazardous of the Tenant's trade or business by way of samples and
Goods exhibits and not to keep or store or cause permit or
suffer to be kept or stored any arms ammunitions gun-powder
salpetre 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
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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.
Restriction on 3.37 Except with the prior written consent of the
Use of Water Water Authority, no water from Government mains
Supply 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 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 3.39 Not to use or cause suffer or permit to be used
Immoral Use the Premises or any part thereof for any illegal
immoral or improper purposes.
Security 3.40 To ensure that its own security system within
System 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 3.41 To take all necessary and appropriate
from Typhoon precautions to protect the interior of the
Premises from heavy rainfall storm or typhoon
damage.
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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 3.43 Not to keep or permit or suffer to be kept any
Animals pets, livestock or animals in the Premises
without the prior written approval of the
Landlord.
No Preparation 3.44 Not to prepare or permit or suffer to be
of Food and prepared any food in the Premises or cause or
Prevention of permit any offensive or unusual odours to be
Odours 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 3.46 To pay the Landlord immediately upon demand the
Boards 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)
ton the Building and to the directory board (if
any) on the floor on which the Premises are
situated.
Obstructions 3.47 Not to block up, darken or obstruct or obscure
to Outside Windows any of the windows or lights belonging to the
Premises.
Obstructions 3.48 Not to place or leave or suffer or permit to be
in Passages 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
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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 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- 3.49 To install all necessary fire fighting equipments at
Prevention 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 3.50 (i) At his own expense and to the satisfaction of the
Fire Service Director of Fire Services to provide in the
Appliances Premises suitable means of access for the passage
and Personnel 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 3.52 To load and unload furniture, machinery, goods,
Unloading of merchandise, raw materials or other large objects only
Goods at such places and at such times and through such
entrances and by such cargo/service lifts as
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shall be designated by the Landlord for the
purpose of loading and unloading and to use the
loading and unloading ares designated by the
Landlord only for the purpose of loading and
unloading. The Tenant shall not use the 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 3.53 Not to assign underlet or otherwise part with the
or Underlet 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 3.55 To be wholly responsible for any loss damage or
Damage to injury or death caused to any person whomsoever or
Person and to any property whatsoever directly or indirectly
Property and through the defective or damaged condition or
Insurance operation of any part of the interior of the
Premises or any machinery plant fixtures or
fittings or wiring or piping therein
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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.
Tenant Liable 3.56 To be liable for any act default negligence or omission
for its of the Tenant's agents, contractors, employees, invitees,
Employees, guests, visitors, servants or licensees as if it were the
etc. act default negligence or omission of the Tenant and to
indemnify the Landlord
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against all losses damages costs claims demand expenses 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 quest 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 3.57 Not to cause or suffer or permit to be done any act or
Insurance thing whereby the policy or policies of insurance on
Policy Void the Premises or the Building against damage by fire or
any other insured risks or liability to 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 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 Crown Rent 4.02 To pay all Crown rent and property tax payable in respect
of the Premises.
Roof and 4.03 To maintain and keep the main structure roofs main
Main Structure 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
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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 non-performance 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 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
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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 hereinbefore 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 per cent (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 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).
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Condonation 5.03 No condoning, excusing or overlooking by the Landlord of
Not a Waiver any default, breach or non-observance or non-performance
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 5.04 The acceptance of any of the Rent by the Landlord shall
Rent 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.
Deposit 5.06 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
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observed and performed which said deposit shall be held by
the Landlord throughout the currency of this Tenant
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.
Increase 5.07 By reasons of any increase in the costs of providing the
of necessary services to the Premises and/or managing the
Management Building, the Landlord and/or the Manager shall be entitled
Fees 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 5.08 If and whenever the Management Fees shall be increased
Deposit pursuant to sub-clause 507 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.
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Refund of 5.09 Subject as aforesaid the said deposit and any further
Deposit deposits paid shall be refunded to the Tenant by the
Landlord without interest within fifteen (15) 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.
Air- 5.10 (i) The Landlord shall provide and maintain
conditioning 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 its 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 suppled 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.
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Exclusion of 5.11 The Landlord and/or the Manager shall not in any
Landlord's circumstances other than those arising from their
Liability respective gross negligence or wilful 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 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;
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(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
(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 5.12 The Landlord shall not in any event be liable to the
Given to Tenant in respect of any failure of the Landlord to
Landlord on perform any of its obligations to the Tenant hereunder
Failure to unless and until the Tenant has notified the Landlord
Perform such failure and the Landlord has failed within a
Obligations 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 5.13 The Tenant shall not be entitled to any compensation or
or Abatement abatement of the Rent if the light and/or air to the
of Rent Premises is in any way obstructed by adjoining
buildings or otherwise.
Power to Enter 5.14 In the event of fire, typhoon or any other
in Emergency 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.
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Abatement of 5.15 If the Premises or the Building or any part thereof
Rent and shall at any time during the Term be destroyed or
Management damaged or become inaccessible owing to fire water
Fees storm typhoon defective construction white ants
earthquake 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 5.16 The Landlord does not in any way warrant that the
to Fitness 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 5.17 (i) The Landlord and/or the Manager shall be entitled
of House from time to time and by notice to the Tenant to
Rules and make introduce and subsequently amend adopt or
Regulations 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 5.18 The Landlord reserves the right to rename the Building
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 to so do.
Alterations to 5.19 Without prejudice to any provisions herein contained
the Building 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 5.20 During the three (3) months immediately preceding the
Sale Notices expiration or sooner determination of the Term the
and Entry 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 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.
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34
No Fine or 5.22 The Tenant hereby expressly declares that for
Premium or the grant of the Term no premium key money or
Key Money 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 5.23 (i) The Tenant shall bear half of Messrs. Denton
Stamp Duty Hall, 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 5.24 The parties hereto shall respectively be bound
Conditions by and entitled to the benefit of the Special
Conditions (if any) set forth in the Fifth
Schedule.
Fixtures and 5.25 The Landlord shall provide those fixtures and
Fittings 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.
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.
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35
Entire 5.28 This Tenancy Agreement sets out the full
Agreement 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 implied 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
Registered Office : Flat A, 13th Floor, Summit Industrial Building.
0 Xxx Xxx Xxxxxx, Xxxx Xxx, Xxxx Xxxx
Business Registration No.: 18907543-001-05-95-1
SECOND SCHEDULE
---------------
Part I
------
The Premises : Xxxx 000 xx xxx Xxxxxx Xxxxx of the Hong Kong
Industrial Technology Centre
Part II
-------
The Term : Three (3) years starting on the 1st day of
September 1995 and ending on the 31st day of
August 1998 (both days inclusive)
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THIRD SCHEDULE
--------------
Part I
------
The Rent : HONG KONG DOLLARS NINETY THOUSAND THREE HUNDRED
AND FIFTY-FIVE AND CENTS FIFTY ONLY (HK$90,355.50)
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 THREE HUNDRED AND NINETEEN
THOUSAND ONE HUNDRED AND THIRTY-ONE AND CENTS
NINETY ONLY (HK$319,131.90)
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 will be
Public Holiday 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
---------------
(1) Subject to Paragraph (2) of this Fourth Schedule, to use
the Premises as an office only.
(2) To provided technical know-how, support, exhibitions and
seminars to local manufactures for Add-on-Cards,
Motherboards, MUC applications for telecommunication and
consumer products, and to provide full design services
for ASIC systems from specifications to prototype
delivery and to develop sophisticated ASICs for local OEM
and ODM electronic products manufacturers to improve
reliability, shorten manufacturing cycle and reduce
component handling and cost. The Tenant plans to employ
12 staff to begin with at the Premises. 7 of whom would
be involved in the abovementioned activities and the
remaining balance would be in marketing and
administration.
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FIFTH SCHEDULE
Special Conditions
(1) Rent-free Period :-
The Tenant shall be entitled to a rent-free period of 45 days starting
from the commencement of the Term Provided Always that during the said
rent-free period, the Tenant shall be responsible for and shall pay all
the Management Fees, rates, utility charges, additional air-conditioning/
chilled water supply charges and all other outgoings payable in respect
of the Premises under the terms of this Agreement.
(2) Restriction of Gross Floor Area by Director 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 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.
(b) In the event the Director 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.
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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.
(3) Debris Removal Charge :-
Upon the signing of this Agreement, the Tenant shall pay to the Landlord
a debris removal charge which shall be HK$1.00 per share foot of the
total gross floor area of the Premises or HK$2,000.00 whichever is the
greater. The debris removal charge shall not be refundable to the Tenant
in any circumstances.
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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
for and on behalf of the Landlord in the) HONG KONG INDUSTRIAL TECHNOLOGY
presence of :- Xxxxxxx Au ) CENTRE CORPORATION
GM/FAD
/s/ Xxxxx Xxx
/s/ Xxxxxxx Au -------------------------------------
Authorized Signature
SIGNED BY WAN WAH XXXX, XXXXXX, ) For and on behalf of
MANAGING DIRECTOR ) VALENCE SEMICONDUCTOR DESIGN LIMITED
for and on behalf of the Tenant in the )
presence of :- ) /s/ Wan Wah Xxxx, Xxxxxx
/s/ Cham Xxx Xxxxx, Reivlin -------------------------------------
Authorized Signature
Received the day and year first above ) For and on behalf of
written of and from the Tenant the sum ) HONG KONG INDUSTRIAL TECHNOLOGY CENTRE
of HONG KONG DOLLARS THREE HUNDRED AND ) CORPORATION
NINETEEN THOUSAND ONE HUNDRED AND )
THIRTY-ONE AND CENTS NINETY ONLY ) /s/ Xxxxx Xxx
being the deposit payable herein ) -------------------------------------
Authorized Signature
HK$319,131.90
-------------------------------------
the Landord
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[BLUEPRINT OF PROPERTY]
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