1
EX - 10.34
Dated the day of 1997
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JUGADA COMPANY LIMITED
(as Landlord)
AND
VALENCE SEMICONDUCTOR DESIGN LIMITED
(as Tenant)
----------------------------------------
TENANCY AGREEMENT
of
Workshops Nos. 1, 2, 3, 4, 5, 6, 7 and 8
on the 19th Floor of APEC Plaza, No.49
Xxx Xxxx Road, Xxxx Xxxx, Kowloon, Hong
Kong
Term: A term of 3 years from 1st
January 1998 to 31st December
2000
Rental: HK$99,124.90 per month
exclusive of rates, management
fee and central chilled water
charges
Deposit: HK$359,979.90
----------------------------------------
XXXXXXX XXXXXX & MASTER,
SOLICITORS, & C.,
HONG KONG SAR.
Ref: PPOH/782115/6/CH/gfs
PC/RTD21352.DOC (181157)
2
SECTION I
AGREEMENT
Parties AN AGREEMENT made this day of One Thousand
Nine Hundred and Ninety-Seven
BETWEEN (i) the Company detailed as the Landlord in Part
I of the Schedule hereto (hereinafter called "the
Landlord" which expression shall include its successors
and assigns) of the one part and (ii) the person firm or
company detailed as the Tenant in Part I of the Schedule
hereto (hereinafter called "the Tenant" which expression
shall include its successors and permitted assigns) of
the other part.
WHEREBY IT IS AGREED as follows:
1. Agreement:
Premises 1.01 The Landlord shall let and the Tenant shall take
ALL THOSE the premises (hereinafter referred to as
"the Premises") forming part of the building now
known as APEC Plaza, No. 49 Hai Yuto Road, Xxxx
Xxxx, Kowloon, Hong Kong (hereinafter referred to
as "the Building") erected on ALL that piece or
parcel of land registered in the Land Registry as
Xxxx Xxxx Inland Lot No. 732 which said Premises
are more particularly described and set out in Part
II of the Schedule attached hereto Together with
the use in
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common with the Landlord and all others having the
like right of the entrances staircases landings
passages and public toilets in the Building in so
far as the same are necessary for the proper use
and enjoyment of the Premises and except in so far
as the Landlord may from time to time restricts
such use. And together with the use in common as
aforesaid of the escalators and air cooling
services in the Building (if any and whenever the
same shall be operating) for the term set forth in
Part III of the Schedule hereto(hereinafter "the
Term Rent Term") YIELDING AND PAYING therefor throughout the
and other Charges Term such rent and other charges as are from time
to time payable or ascertainable in accordance
with the provisions set out in Part IV and Part V
of the Schedule hereto and in this Agreement (all
of which payments are unless the context otherwise
requires or provides hereinafter included in the
term "the Rent") which sums shall be payable
exclusive of rates and other outgoings and in
advance clear of all deductions on the first day
of each calendar month the first and last of such
payments to be apportioned according to the number
User of days in the month included in the Term. The
Tenant agrees to use the Premises only for the
purpose set forth in Part VII of the
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Schedule hereto and not for any other
purpose and in the event that the user of
the Premises designated in Part VII of the
Schedule hereto shall specify the sale or
supply thereat of any particular class or
kind of goods or services the Tenant shall
not use the Premises for the sale or
provision of any other class or kind of
goods services or other purpose whatsoever
without the express permission of the
Landlord in writing.
SECTION II
RENT AND OTHER CHARGES
2. The Tenant agrees with the Landlord as
follows:
Rent 2.01 To pay throughout the Term on the days and
in the manner hereinbefore provided for
payment thereof and in banknotes if so
required by the Landlord such calendar
monthly rent as is payable in accordance
with the provisions of Part IV of the
Schedule hereto;
Management fee 2.02 To pay on the days and in the manner
and central chilled hereinbefore provided the management fee and
water charges central chilled water charges as
respectively set forth in Part V of the
Schedule for the
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provision of management services for the
Premises and for the supply of chilled water
for use by the Tenant in connection with its
air-conditioning installation Provided
always that the rate of the said management
fee and central chilled water charges shall
be subject to review by the Manager of the
Building in accordance with the provisions
in the Deed of Mutual Covenant and
Management Agreement relating to the
Building. The Manager's determination of the
new rate of the said management fee and
central chilled water charges shall (save in
the case of manifest error) be conclusive.
All running, operating, maintenance, cleaning
and repair costs associated with the use of
fan coil units or other air handling plant
installed at the Premises will be borne by
the Tenant in addition to the management fee
and central chilled water charges. The
electric power for such fan coil units or
other air handling plant installed within or
exclusively for the Premises shall be
connected to the Tenant's electricity supply
meter and the Tenant shall pay direct to the
supply authority or contractor for the
electric power thereby consumed.
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Rates 2.03 To pay and discharge all rates taxes and
assessments duties impositions charges and
outgoings of an annual or recurring nature
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 clause
the Tenant shall within 15 days from the date
of receiving a demand in writing for the same
either from the Landlord or from the Hong
Kong Government pay all rates imposed on the
Premises in the first place to the Landlord
who shall settle the same with the Hong Kong
Government. In the event of the rates imposed
not being individually assessed in respect of
the Premises, the Tenant shall pay a part
thereof in the same proportion as the gross
floor area of the Premises bears to the gross
floor area of the Building or part thereof so
assessed, and in the event of the Premises
not yet having been assessed to rates, the
Tenant shall on the signing hereof and before
it shall be entitled to possession of the
Premises at the commencement of the Term and
thereafter on each of the usual quarter days
until the rates have been so assessed pay to
the Landlord on account of the
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Tenant's liability under this Clause a sum equal to the
rates for that quarter (or a proportionate part thereof)
which would be charged by the Hong Kong Government on the
basis of a rateable value equal to twelve months rent
payable by the Tenant (such estimated rates to be paid on
monthly basis in advance): Provided that upon assessment by
the Hong Kong Government of the rates payable in respect of
the Premises the total amount paid by the Tenant to the
Landlord shall be adjusted accordingly and any surplus
shall be refunded by the Landlord and any deficiency shall
be made good by the Tenant.
Utility 2.04 To pay and discharge all deposits and charges in respect of
Charges & gas water electricity air-conditioning and telephone as may
Deposits be shown by or operated from the Tenants own metered
supply or by accounts rendered to the Tenant in respect of
all such utilities consumed on or in the Premises
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SECTION III
TENANT'S OBLIGATIONS
3. The Tenant hereby covenants undertakes and agrees
with the Landlord as follows:
Compliance with 3.01 To obey observe and comply with and to
Ordinances indemnify the Landlord against the breach of all
ordinances, regulations, by-laws, rules and
requirements of any Governmental or other
competent authority relating to the use and
occupation of the Premises, 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 or occupation
of the Premises prior to the commencement of the
Tenant's business and to maintain the same in
force and in all respects comply with the terms
thereof during the currency of this tenancy and
to indemnify the Landlord against the
consequences of any breach of this provision.
Fitting Out the 3.02 (a) To fit out the interior of the Premises in
Interior of the accordance with such
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Premises plans and specifications including but not limited
to electrical and mechanical layout, P & D design,
etc. as shall have been first submitted by the
Tenant to and approved in writing by the Landlord
in a good and proper workmanlike fashion. Such
fitting out works must not be commenced before
such plans and specifications have been approved
by the Landlord.
(b) The Tenant shall pay to the Landlord on demand all
mechanical, engineering and structural engineering
consultant's fees incurred by the Landlord in
connection with the consideration and approval of
the Tenant's Plans or any modifications or
amendments thereof.
Installation of 3.03 To make its own arrangements with the Hong Kong
Telephone Cables Telephone Company Limited with regard to the
installation of telephones or other communications
systems within the Premises, but the installation
of telephone and communications lines outside the
Premises must be in the common ducting provided
for that purpose and in all respects be in
accordance with the Landlord's directions;
Good Repair of 3.04 To keep all the interior parts of the Premises
Interior including the flooring and interior plaster or
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other finishing material or rendering to walls
floors and ceilings and the shopfront external
grilles or shutters to the Premises and the
Landlord's fixtures and fittings therein and all
additions (whether of the Landlord or the Tenant)
thereto including (without limitation and wherever
the same shall be installed in or upon the
Premises) all escalators doors windows electrical
installations and wiring light fittings suspended
ceiling fire fighting apparatus and
air-conditioning plant and ducting exhaust ducts,
scrubber and carbon filters, grease traps and all
pipes plumbing and drainage facilities and all
painting, papering and decoration thereof in good
clean tenantable substantial and proper repair and
condition and as may be appropriate from time to
time properly painted and decorated cleansed
cleared or replaced and so to maintain the same at
the expense of the Tenant and to deliver up the
same and all fittings, fixtures and additions
therein and thereto other than tenant's fixtures
and fittings to the Landlord at the expiration or
sooner determination of the said term in like
condition and without prejudice to the generality
of the foregoing during the last year of the term
hereby reserved if reasonably required by the
Landlord
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to repaint and decorate the interior of the
Premises;
Cleaning of Grease 3.05 To clean and clear every grease trap (if any, and
Trap whether within or outside the Premises) serving
the Premises or used by the Tenant as often as is
necessary to ensure the free, uninterrupted and
efficient working of the drainage and sewage
facilities serving the Building. The Landlord
shall be entitled from time to time to require the
Tenant to do such cleaning and clearing at such
regular intervals as may be prescribed by the
Landlord. If default shall be made by the Tenant
in fulfilling its obligations under this Clause
the Landlord shall be entitled to do such cleaning
and clearing, entering the Premises whenever
necessary and the cost thereof shall be a debt due
from the Tenant to the Landlord and be recoverable
forthwith by action;
Installation of 3.06 To install all wires pipes and cables and other
wires, cables services serving the Premises and through the
services 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 a
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fully detailed plan and diagram of such
intended installation and obtaining the
Landlord's consent in regard thereto.
Replacement of 3.07 To pay to or reimburse the Landlord the
Windows cost of replacing all broken or damaged
windows or shopfront glass whether the
same be broken or damaged by the
negligence of the Tenant or owing to
circumstances beyond the control of the
Tenant;
Repair of Electrical 3.08 To repair or replace as so required by
Installations the appropriate utility company or
authority under the terms of the
Electricity Supply Ordinance or any
statutory modification or reenactment
thereof or Regulations made thereunder
by duly authorised contractor, statutory
undertaker or authority as the case may
be all the electricity wiring
installations and fittings within the
Premises and the wiring from the
Tenant's meter or meters to and within
the same;
Good Repair of Toilets 3.09 At the expense of the Tenant to maintain
and Water Apparatus all toilets and sanitary and water
apparatus as are located within the
Premises (or elsewhere if used
exclusively by the Tenant its employees
invitees and licensees) in good clean
and tenantable state and in proper
repair and condition at all times during
the said Term to the satisfaction of the
Landlord and
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in accordance with the Regulations of
the Public Health or Government
Authority concerned;
Cleaning & Cleaning 3.10 To keep the Premises including
Contractors external windows lights and shopfront
glass 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 shall
be nominated by the Landlord. Such
Cleaners shall be employed at the
expense of the Tenant;
Cleaning of Drains 3.11 To pay on demand to the Landlord the
cost properly incurred by the Landlord
in cleansing and clearing any of the
drains choked or stopped up owing to
improper or careless use by the Tenant
or his employees invitees or licensees;
To Permit Landlord 3.12 To permit the Landlord its agents and
To Enter & View all persons authorised by it with or
without workmen or others and with or
without appliances at all reasonable
times to enter upon the Premises to view
the condition thereof and upon prior
notice to the Tenant to take inventories
of the fixtures and fittings therein and
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
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enter without notice and forcibly if
need be;
To Execute Repair on 3.13 To make good all defects and wants of
Receipt of Notice repair to the Premises for which the
Tenant may be liable within the space of
one month from the receipt of written
notice from the Landlord to repair amend
and make good the same, 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 cost
thereof shall be a debt due from the
Tenant to the Landlord and be
recoverable forthwith by action;
Inform Landlord 3.14 To give prompt notice to the Landlord or
of Damage its agent of any damage that may be
suffered to the Premises and of any
accident to or defects in the water and
gas pipes (if any) electrical wiring or
fittings fixtures or other services or
facilities within the Premises;
Protection from 3.15 To take all necessary and appropriate
Typhoon precautions to protect the interior of
the Premises from storm or typhoon
damage;
Indemnification of 3.16 To be wholly responsible for any loss
Landlord damage or injury caused to any person
whomsoever or to any property whatsoever
directly or indirectly through the
defective or damaged
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condition or operation of any part of
the interior of the Premises or any
machinery or plant or any 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
smoke or fumes or the leakage or
overflow of water of whatsoever origin
from the Premises or any part thereof or
through the act default or neglect of
the Tenant his servants agents
contractors licensees partners or
customers and to make good the same by
payment or otherwise and to indemnify
the Landlord against all costs claims
demands actions and legal proceedings
whatsoever made upon the Landlord by any
person in respect of any such loss
damage or injury as aforesaid and all
costs and expenses incidental thereto;
Air-conditioning 3.17 Where any plant machinery or equipment
of Premises for cooling or circulating air is
installed in or about the Premises
(whether by the Landlord or the Tenant)
the Tenant will to the extent of the
Tenant's control over the same at all
times use and regulate the same to
ensure that the air-condition plant is
employed to best advantage in the
conditions from time to prevailing and
without prejudice to the generality of
the foregoing will operate and maintain
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such plant within the Premises as the
Landlord may reasonably determine to
ensure a reasonably uniform standard of
air cooling or conditioning throughout
the Building;
Refuse & Garbage 3.18 To be responsible for the removal of
Removal refuse and garbage from the Premises to
such location as shall be specified by
the Landlord from time to time and to
use only that type of refuse container
as is 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 use of
such service provided by the Landlord
shall be at the sole cost of the Tenant;
Service Entrance 3.19 To load and unload goods only at such
times and through such entrances and by
such service lifts (if any) as shall be
designated by the Landlord for this
purpose from time to time;
Common Areas 3.20 To pay to or reimburse to the Landlord
the cost of repairing any damage caused
to any part of the common areas of the
Building occasioned by the Tenant his
licensees employees agents or
contractors or any other person
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claiming through or under the Tenant;
Contractors Employees 3.21 To be liable for any act default
Invitees & Licensees negligence or omission of the Tenant's
contractors, employees invitees or
licensees as if it were the act default
negligence or omission of the Tenant and
to indemnify the Landlord against all
cost claims demands expenses or
liability to any third party in
connection therewith;
Directory Boards 3.22 To pay the Landlord immediately upon
demand the cost of affixing repairing or
replacing as necessary the Tenant's name
in lettering to the directory boards at
the Building;
Regulations 3.23 To obey and comply with such Regulations
as may from time to time be made or
adopted by the Landlord in accordance
with Section X hereof;
Security Systems 3.24 To ensure that its own security system
within and at the entrance of the
Premises is at all times compatible with
and linked up to the security system for
the Building provided and operated by
the Landlord (if any);
Yield Up Premises 3.25 To yield up the Premises with all
& Handover fixtures fittings and additions therein
and thereto at the
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expiration or sooner determination of
this Agreement in good clean and
tenantable repair and condition in
accordance with the stipulations
hereinbefore contained 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
the Landlord may at its sole discretion
require the Tenant 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
and to make good and repair in a proper
and workmanlike manner any damage to the
Premises and the Landlord's fixtures and
fittings therein as a result thereof
before delivering up the Premises to the
Landlord.
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SECTION IV
LANDLORD'S OBLIGATIONS
4. The Landlord agrees with the Tenant as
follows:
Quiet Enjoyment 4.01 To permit the Tenant duly paying the
Rent rates and other charges and the
service charge hereby agreed to be paid
on the days and in manner herein
provided for payment of the same and
observing and performing the agreements
stipulations terms conditions and
obligations herein contained to have
quiet possession and enjoyment of the
Premises during the said term without
any interruption by the Landlord or any
person lawfully claiming under or
through or in trust for the Landlord;
Crown Rent 4.02 To pay the Crown Rent and Property Tax
attributable to or payable in respect of
the Premises;
Air-conditioning 4.03 To use reasonable endeavours to maintain
the escalators, fire services equipment,
security installations and
air-conditioning plant and water
chilling apparatus and other services
provided within the Building not within
the Premises in proper working order and
condition;
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Chilled Water 4.04 (a) Subject to Section VI Sub-clause 6.01(i)
Supply hereof to provide a supply of chilled
water to the Premises for the purposes
of the Tenant's air-conditioning during
the normal business hours to be decided
by the Manager of the Building whose
decision shall be final and conclusive;
(b) Subject to Section VI Sub-clause 6.01(i)
hereof the Landlord shall, at the
absolute discretion of the Landlord,
supply the Tenant with a supply of
chilled water to the Premises for the
purposes of the Tenant's
air-conditioning during hours outside
the normal business hours upon request
being made by the Tenant to the
Landlord. The cost for such additional
hours of chilled water supply from time
to time shall be determined by the
Landlord or the building manager whose
decision shall be final and notified to
the Tenant from time to time and shall
be paid by the Tenant to the Landlord
with the rent and other charges payable
under this Tenancy Agreement and shall
be recoverable by the Landlord as part
of the air-conditioning and management
charges hereunder.
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Obligation Where 4.05 In the event that the Landlord is not
Landlord not owner the owner of the whole of the Building,
of Whole Building the obligations of the Landlord under
Section IV Sub-Clauses 4.03 and 4.04
hereof shall be deemed to have been
modified so that the Landlord shall only
be under an obligation to use reasonable
endeavors to procure that the manager
appointed under the Deed of Mutual
Covenant or any Sub-Deed of Mutual
Covenant affecting the Building or the
incorporated owners of the Building
shall do the things referred to in such
Sub-Clauses to the extent that they are
within the power and duty of the manager
or incorporated owners and the Landlord
shall not be liable to the Tenant or any
other person for the failure on the part
of the manager or incorporated owners to
do any such things;
Rights Reserved 4.06 It is hereby agreed and expressly
to the Landlord confirmed that the following rights are
excepted and reserved to the Landlord
(its successors and assign and all
person having the like right) throughout
the said Term:
(a) the right of free and uninterrupted
passage and running of water, soil,
gas, drainage, electricity and all
other services or supplies through
such sewers,
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watercourses, conduits, pipes,
wires, cables and ducts as are now
or may hereafter be in, on or under
the Premises and serving or capable
of serving the Building or any
adjoining or neighbouring property
TOGETHER WITH the right to enter
upon the Premises to inspect repair
replace or maintain any such
sewers, watercourses conduits,
pipes, wires, cables and ducts
Provided That in the exercise of
this latter right the Landlord
shall cause as little damage or
inconvenience to the Tenant as
possible and forthwith make good
any damage caused;
(b) the full and free right and liberty
to enter upon the Premises in the
circumstances in which the
covenants by the Tenant contained
in these presents permit such entry
and in particular but without
prejudice to the generality of the
foregoing the right to enter into
and upon the Premises at all times
for the purpose of obtaining access
to and egress from any machinery or
switch rooms or the like remaining
under the control of the Landlord
and located on
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any of the floors of the Building
on which any portion of the
Premises is situated;
(c) the right from time to time on
giving reasonable notice to the
Tenant (such notice not to be
required in case of emergency or
breakdown) and causing as little
inconvenience to the Tenant as
reasonably possible to suspend the
air-conditioning system, lifts,
escalators, electric power, water
supply and any other building
service provided in or serving the
Building for the purpose of
servicing, maintaining, repairing,
renewing, improving or replacing
the same and any of them;
(d) the right from time to time and
without the necessity of joining
the Tenant or any other person to
enter into such Deed of Mutual
Covenant or Sub-Deed of Mutual
Covenant or Management Agreement
affecting the Building or any part
thereof as the Landlord shall deem
appropriate.
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SECTION V
RESTRICTIONS AND PROHIBITIONS
5. The Tenant hereby agrees with the Landlord as
follows:
Installation & 5.01 (a) Not without the previous written consent of the
Alterations Landlord to erect install or alter any fixtures
partitioning or other erection or installation in
the Premises or to make suffer or permit to be
made any alterations or additions to the
electrical wiring installation air-conditioning
plant or ducting (if any) and lighting fixtures
or any part thereof or other Landlord's fixtures
nor without the like consent to install or permit
or suffer to be installed any plant equipment
apparatus or machinery including any safe or
other object which imposes a weight on any part
of the flooring in excess of that for which it
was designed. The Landlord shall be entitled to
prescribe the maximum weight and permitted
location of safes and other heavy equipment and
to require that the same stand on supports of such
dimensions and material to distribute the weight
as the Landlord may deem necessary. All
reasonable and proper fees incurred by the
Landlord in obtaining the approval of its
architects to the
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location of heavy objects shall be borne by the
Tenant and payment therefor may be imposed as a
pre-requisite to the Tenant receiving such
consent;
(b) Not to install any air-conditioning plant or
equipment of any kind on or within or at any part
of the Premises without the prior consent of the
Landlord in writing AND the Tenant shall comply
with the directions and instructions of the
Landlord regarding installation and shall at its
own expense be responsible for their periodic
inspection maintenance and repair and for the
replacement of defective wiring and the Tenant
shall be strictly liable for any damage caused by
the installation operation defect or removal of
such units;
(c) Not to make or permit or suffer to be made any
alterations in or additions to the mechanical or
electrical installations in the Building nor to
install or permit or suffer to be installed any
equipment, apparatus or machinery which exceeds
the loading of the electrical installations in
the Building nor to install or permit or suffer
to be installed any equipment, apparatus or
machinery which exceeds the loading of the
electrical main or wiring or which
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consumes electricity not metered through
the Tenant's separate meter;
(d) Not to make or permit or suffer to be
made any alterations to any installation
or fixture so as to affect or be likely
to affect the supply of water,
electricity or other utility or service
to or in the Building;
(e) In carrying out any approved work
hereunder the Tenant its servants,
agents, contractors and workmen shall
obey and comply with all reasonable
instructions and directions which may
be given by the Landlord, its Project
Manager or other authorised represen-
tatives in connection with the carrying
out of such work;
(f) Any fees or expenses incurred by the
Landlord in connection with the giving
of consents hereunder shall be borne by
the Tenant;
Injury to Main Walls 5.02 Not without the previous written
consent of the Landlord to cut maim
or injure or permit or suffer to be
cut maimed or injured any doors,
windows walls beams structural
members or other part of the fabric
of the Premises;
Alterations to 5.03 Not to affix anything or paint or make
Exterior any alteration whatsoever to the
exterior of the Premises save as
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provided in Section V Clause 5.07 hereof;
Obstructions to 5.04 Not to block up darken or obstruct or
Outside Windows obscure any shop front window or any other
window or lights belonging to the Premises
without having obtained the express written
consent of the Landlord which consent may be
given subject to such conditions as the
Landlord may in its absolute discretion
consider to fit to impose;
Not to erect gates 5.05 Not without the prior written consent of the
or grilles Landlord to erect or install doors, gates,
metal 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 doors or metal
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;
Noise 5.06 Not to 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 Rediffusion, Television,
Radio and any apparatus
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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 a
nuisance to the tenants or occupiers of
adjacent or neighbouring premises or to
users and customers of the same or to the
Landlord and in the event of the Tenant's
permitted business use of the Premises as
defined in Part VII of the Schedule hereto
requiring any sound or noise to be produced
or reproduced within the Premises or any
part thereof to install and maintain to the
satisfaction of the Landlord appropriate
and adequate sound absorbing and insulating
material so as to prevent such sound or
noise from escaping from the Premises and
from becoming a nuisance or annoyance to
other tenants or occupiers of the Building
or any part thereof or any adjoining or
adjacent premises.
Signs 5.07 Save as permitted pursuant to Clause 3.22
hereof not to exhibit or display on or affix
to the exterior of the Premises or on the
interior face of the curtain wall and window
of the Premises any writing sign signboard
or other device whether illuminated or not
nor to affix any writing sign signboard or
other device in at or above any common
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xxxx lobby landing or corridor of the
Building. Provided always that the Tenant
shall be entitled to have its name and
business displayed in lettering and/or
characters to a design and standard of
workmanship approved by the landlord (which
approval shall not be unreasonably withheld)
on a signboard upon the front of the
Premises.
If the Tenant carries on business under a
name other than its own name it shall be
entitled to have that name displayed
aforesaid but the Tenant shall not be
entitled to change the business name without
the previous written consent of the Landlord
(which consent shall not be unreasonably
withheld) and without prejudice to the
foregoing the Landlord may in connection
with any application for consent under this
clause require the Tenant to produce such
evidence as it shall think fit to show that
no breach of Section V Clause 5.21 hereof
has taken place or is about to take place;
Auction & Sales 5.08 Not to conduct or permit any auction fire
bankruptcy close-out or similar sale of
things or properties of any kind to take
place on the Premises Provided that this
provision shall not preclude the conduct of
genuine periodic seasonal or promotional
sales where the permitted user of
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the Premises includes shop or retail uses;
Illegal Immoral or 5.09 Not to use or cause permit or suffer to be
Improper Use used any part of the Premises for gambling
or for any illegal immoral or improper
purposes or in any way so as to cause
nuisance or annoyance inconvenience or
damage or danger to the Landlord or the
tenants or occupiers of adjacent or
neighbouring Premises;
No Touting 5.10 Not to tout or solicit or procure or permit
any touting or soliciting for business or
the distribution of any pamphlets notices or
advertising matter outside the Premises or
anywhere within the Building by any of the
Tenant's servants agents or licensees;
Sleeping or 5.11 Not to use the Premises or any part thereof
Domestic Use as sleeping quarters or as domestic premises
within the meaning of any ordinance for the
time being in force or to allow any person
to remain on the Premises overnight unless
with the Landlord's prior permission in
writing;
Storage of 5.12 Not to keep or store or cause or permit or
Dangerous Goods suffer to be kept or stored any extra
hazardous or dangerous goods within the
meaning of the Dangerous Goods Ordinance and
the regulations thereunder or any
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Statutory modification or reenactment thereof;
User 5.13 Not to use the Premises for any purpose other than the
purpose specified in Part VII of the Schedule hereto;
Obstructions 5.14 Not to place or leave or suffer or permit to be placed or
in Passages left by any contractor employee invitee or licensee of the
Tenant any boxes furniture articles or rubbish in the
entrances or any of the staircases passages or landings
of the Building used in common with other tenants or the
Landlord or otherwise encumber the same;
Parking & 5.15 Not to park in obstruct or otherwise use nor permit to be
Loading parked in obstructed or otherwise used by any employee
agent or licensee of the Tenant those areas of the
Building allocated to parking the movement of or access
for vehicles or designated as loading/unloading areas
other than in accordance with the Regulations made from
time to time by the Landlord;
Goods & 5.16 Not to place expose or leave or permit to be placed
Merchandise exposed or left for display sale or otherwise any goods
Outside the or merchandise whatsoever upon or over the ground outside
Premises the Premises;
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Free Standing Signs 5.17 Not to place expose or leave or permit to be
placed exposed or left any free standing signs
upon or over the ground outside the Premises or in
any of the staircases passages or landings of the
Building used in common with other Tenants or the
Landlord;
Preparation of Food & 5.18 Not to cause or permit any offensive or unusual
Prevention of Odours odours arising out of the preparation of food upon
the Premises (if so permitted under the terms of
Part VII of the Schedule) to emanate from the
Premises so as to cause in the Landlord's opinion
a nuisance to other occupiers or users of the
Building;
Food by Serviceways 5.19 Not to permit or allow any food stuffs or food
containers to be brought onto or removed from the
Premises except by way of service entrances
service exits and (if any) service lifts or
otherwise as may be directed by the Landlord from
time to time;
Animals, Pets & 5.20 Not to keep or permit or suffer to be kept any
Infestation pets animals or livestock inside the Premises and
to take all such reasonable 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
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other pests or vermin and for the better observance
hereof the Landlord may require the Tenant at the
Tenant's cost to employ such pest extermination
contractors as the Landlord may nominate and at such
intervals as the Landlord may direct;
Alienation 5.21 Not to assign underlet or otherwise part with the
possession of the Premises or any part thereof in
any way whether by way of subletting lending
sharing or other means whereby any person or
persons not a party to this Agreement obtains the
use or possession of the Premises or any part
thereof irrespective of whether any rental or
other consideration is given for such use or
possession and in the event of any such transfer
sub-letting sharing assignment or parting with the
possession of the Premises (whether for monetary
consideration or not) this Agrement shall
absolutely determine and the Tenant shall
forthwith vacate the Premises on notice to that
effect from the Landlord. The Tenancy shall be
personal to the Tenant named in the Schedule to
this Agreement and without in any way limiting the
generality of the foregoing the following acts and
events shall unless approved in writing by the
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Landlord be deemed to be breaches 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;
(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
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the Power obtains the right to use possess
occupy or enjoy the Premises or any part
thereof or does in fact use possess occupy or
enjoy the same;
(v) The change of the Tenant's business name
without the previous written consent of the
Landlord which consent the Landlord may give
or withhold at its discretion;
Breach of Crown Lease 5.22 Not to cause suffer or permit any
contravention of the negative or restrictive
provisions of the Crown Lease or Conditions
of Grant under which the Landlord holds the
Premises or any Deed of Mutual Covenant or
any Sub-Deed of Mutual Covenant affecting the
Building and to indemnify the Landlord
against any such breach;
Breach of Insurance 5.23 Not to cause or suffer or permit to be done
Policy any act or thing whereby the policy or
policies of insurance on the Premises against
damage by fire or liability to Third Parties
for the time being subsisting may become void
or voidable or whereby the rate of premium or
premiums thereon may be increased, and to
repay to the Landlord on demand all sums paid
by the Landlord by way of increased premium
or premiums thereon and all
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expenses incurred by the Landlord in and about any
renewal of such policy or policies arising from or
rendered necessary by a breach of this Clause;
Prohibited Names 5.24 Not without the previous written consent of the
Landlord to name or include in the name of the
business or company operated by the Tenant the
name of the Building or any name similar thereto
and not at any time to change the name of the
business or company to include any such name as
aforesaid.
Locks 5.25 Not without the previous written consent of the
Landlord (such consent not to be unreasonably
withheld) to alter the existing locks, bolts and
fittings on the entrance doors to the Premises nor
to install any additional locks, bolts or fittings
thereon.
Tenant's Association 5.26 Not to form or organise or attempt or make any
effort to form or organise any tenant's
association or union jointly with any tenants of
the Building for whatever objects or purposes
during the continuance of the tenancy.
Overload 5.27 Not to place on any part of floors of the Premises
any article, machinery, goods or merchandise which
may cause the maximum floor
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loading-bearing capacity thereof to be
exceeded.
SECTION VI
EXCLUSIONS
6. IT IS HEREBY FURTHER EXPRESSLY
AGREED AND DECLARED that the Landlord shall
not in any circumstances be liable to the
Tenant or any other person whomsoever :-
Breakdown of 6.01 (1) In respect of any loss of profit or of
Lifts, Air-Conditioning, business or loss of life or loss, injury or
Utilities damage to person or property or for any
disruption or inconvenience 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 any defect in or breakdown or suspension
of service of the lifts air-conditioning
system, electric power or water supplies, or
any other building service provided in or
serving the Building, or
Fire and overflow (ii) In respect of any loss of profit or of
of water business or loss of life or loss injury or
damage to person or property or for any
disruption or inconvenience caused to or
suffered or sustained by the Tenant or any
other person caused by or through or
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in any way owing to or arising out of or
connected with any escape of fumes smoke fire
or any other substance or thing or the
overflow of water from anywhere within the
Building, or
Security (iii) For the security or safekeeping of the
Premises or any contents therein and in
particular but without prejudice to the
generality of the foregoing the provision by
the Landlord of watchmen and caretakers or
any mechanical or electrical systems of alarm
of whatever nature shall not create any
obligation on the part of the Landlord as to
the security of the Premises or any contents
therein and the responsibility for the safety
of the Premises and the contents thereof
shall at all times rest with the Tenant,
nor shall the rent hereinbefore mentioned or other
charges payable hereunder or any part thereof
xxxxx or cease to be payable on account of any of
the foregoing.
SECTION VII
ABATEMENT OF RENT
Suspension of Rent 7.01 If the Premises or the Building or any part
in case of Fire thereof shall at any time during the tenancy
be destroyed or
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damaged or become inaccessible owing to fire
water storm typhoon defective construction
white ants earthquake subsidence of the
ground or any calamity beyond the control of
the Landlord so as to render the Premises
unfit for commercial use or inaccessible and
the policy or policies of insurance effected
by the Landlord shall not have been vitiated
or payment of policy monies refused in whole
or in part in consequence of any act or
default of the Tenant or if at any time
during the continuance of this Tenancy the
Premises or the Building 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
then the rent 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 or
the Building shall again be rendered
accessible and fit for commercial use
Provided that should the Premises or the
Building not have been reinstated in the
meantime either the Landlord or the Tenant
may at any time after six months from the
occurrence of such damage or destruction or
order give to the other of them notice in
writing to determine this present tenancy and
thereupon the same and
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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
commercial 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 payable
hereunder prior to the coming into effect of
the suspension.
SECTION VIII
DEFAULT
8. It is hereby expressly agreed and declared as
follows:
Default 8.01 If the Rent and/or the management fee and/or
the central chilled water charges and/or any
other sums payable hereunder or any part
thereof shall be in arrear for fifteen (15)
days after the same shall become payable
(whether formally demanded or not) or if
there shall be any breach or non-performance
of any of the stipulations conditions or
agreements herein contained and on the part
of the Tenant to be
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observed or performed which the Tenant shall
fail to rectify or take all necessary steps
towards rectification within a period of 15
days of being advised in writing of the
breach 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 arrangements with
its creditors or have any encumbrancer take
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 Agreement shall have been prejudiced or
put at risk or have a receiving order made
against it or in such circumstances as
aforesaid fail to satisfy any judgment that
may be given in any action against it after
final appeal or if the Tenant shall become
bankrupt or being a corporation go into
liquidation (save for the purposes of
amalgamation or reconstruction) or if the
Tenant shall suffer any 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
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carry on its business or should any
event occur or proceedings 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 Agreement shall
absolutely determine but without
prejudice to any right or action by the
Landlord in respect of any outstanding
breach or non-observance or
non-performance by the Tenant of any of
the terms of this 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
including any legal costs and fees
incurred by the Landlord in demanding
payment of the rent and other charges
aforesaid (if the Landlord elects to
demand) or the extent of any loss to the
Landlord
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arising out of this Clause shall be
paid by the Tenant and shall be
recoverable from the Tenant as a debt or
be deductable by the Landlord from any
deposit held by the Landlord hereunder;
Interest 8.02 Notwithstanding anything herein
contained in the event of default in
payment of rent or other monies payable
by the Tenant hereunder for a period of
14 days from the date when 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 rate of 1.5% per
calendar month 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 Clause shall be without prejudice
to and shall not affect the right of the
Landlord to exercise any other right or
remedy hereof (including but without
prejudice to the generality of the
foregoing the right of re-entry)
exercisable under the terms of this
Agreement;
Acceptance of Rent 8.03 The acceptance of any rent by the
Landlord hereunder shall not be
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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;
Acts of Employees 8.04 For the purpose of these presents any act
Invitees & Licensees default neglect or omission of any guest,
visitor, servant, contractor, employee,
agent, invitee or licensee of the Tenant
shall be deemed to be act default neglect or
omission of the Tenant;
Distraint 8.05 For the purpose of Part III of the Landlord
and Tenant (Consolidation) Ordinance
(Chapter 7) and of this Agreement, 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
hereinbefore provided for payment thereof.
SECTION IX
DEPOSIT
Deposit 9.01 The Tenant shall on the signing hereof
deposit with the Landlord the sum or sums
specified in Part VI of the Schedule hereto
(being the equivalent of three months' rent
and
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management fee and central chilled water
charges at the rates payable therefor at the
commencement of the Term) to secure the due
observance and performance by the Tenant of
the agreements stipulations 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
Agreement free of any interest to the Tenant
with the right for the Landlord (without
prejudice to any other right or remedy
hereunder) to deduct therefrom the amount of
any Rent rates and other charges payable
hereunder and any costs expenses loss or
damage sustained by the Landlord as the
result of any non-observance or
non-performance by the Tenant of any of the
said agreements stipulations obligations or
conditions. In the event of any deduction
being made by the Landlord from the said
deposit in accordance herewith during the
currency of this Agreement the Tenant shall
forthwith on demand by the Landlord make a
further deposit 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 Agreement as hereinbefore provided.
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Increase in Deposit 9.02 The amount of the deposit shall be increased
following each and any increase in rent or
the management fee and central chilled water
charges provided for herein to a sum equal
to three (3) months' rent and management fee
and central chilled water charges at the
rates payable therefor at the date or dates
of such increase becoming effective, and the
Tenant shall make payment accordingly and
the provisions of this Section IX shall
apply to such further deposits.
Repayment of Deposit 9.03 Subject as aforesaid the said deposit and
any further deposits paid shall be refunded
to the Tenant by the Landlord without
interest within thirty days after the
expiration or sooner determination of this
Agreement and delivery of vacant possession
to the Landlord and after settlement of the
last outstanding claim by the Landlord
against the Tenant for any arrears of Rent
rates 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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SECTION X
REGULATIONS
Introduction of 10.01 The Landlord shall be entitled from time to
Regulations time and by notice in writing to the Tenant
to make introduce and subsequently amend
adopt or abolish if necessary such
Regulations as it may consider necessary for
the proper operation and maintenance of the
Building.
Conflict 10.02 Such Regulations shall be supplementary to
the terms and conditions contained in this
Agreement and shall not in any way derogate
from such terms and conditions. In the event
of conflict between such Regulations and the
terms and conditions of this Agreement the
terms and conditions of this Agreement shall
prevail.
Exclusion of Liability 10.03 The Landlord shall not be liable for any loss
or damage howsoever caused arising from any
non-enforcement of the Regulations or
non-observance thereof by any third party.
SECTION XI
INTERPRETATION AND MISCELLANEOUS
Name of Building 11.01 The Landlord reserves the right to name the
Building with any such name
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-47-
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 Government Authorities not
less than three months notice of its
intention so to do.
Alterations to the 11.02 The Landlord reserves the right from time to
Building time to improve extend add to or reduce the
Building or in any manner whatsoever alter or
deal with the Building (other than the
Premises) Provided always that in exercising
such right the Landlord will endeavor to
cause as little inconvenience to the Tenant
as it is practicable in the circumstances and
make good any damage caused to the Premises
within a reasonable period of time.
Functions & Display 11.03 Notwithstanding anything herein contained or
implied to the contrary the Landlord may
permit any person or organization to hold any
functions or exhibitions or display any
merchandise in any part or parts of the
common areas of the Building at such times
and upon such terms
49
-48-
and conditions as the Landlord may in its
absolute discretion think fit.
Public Address System 11.04 Notwithstanding anything herein contained or
implied to the contrary the Landlord may
provide and install a public address system
throughout the common areas of the Building
and may play relay or broadcast or permit any
other person to play relay or broadcast
recorded music or public announcements
thereon.
Condonation Not A 11.05 No condoning excusing or overlooking by the
Waiver Landlord of 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 right 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
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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.
Letting Notices & 11.06 During the three months immediately
Entry before the expiration or sooner
determination of the said Term of
tenancy the Tenant shall permit all
persons having written authority to
enter and view the Premises and every
part thereof at all reasonable times
PROVIDED FURTHER that the Landlord shall
be at liberty to affix and maintain
without interference upon any external
part of the Premises a notice stating
that the Premises are to be let and such
other information in connection
therewith as the Landlord shall
reasonably require during the
aforementioned period of 3 months.
Service of Notice 11.07 Any notice required to be served on the
Tenant shall be sufficiently served if
delivered to or despatched by registered
post or left at the Premises or at the
last known address of the Tenant. Any
notice required to be served on the
Landlord shall be sufficiently
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served if delivered or despatched by
registered post to its registered office
from time to time. A notice sent by
registered post shall be deemed to be
given at the time and date of posting.
Gender 11.08 In this Agreement if the context
otherwise 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 other of them and references to
person shall include bodies corporate or
unincorporate.
Marginal Notes, 11.09 The Marginal Notes Headings and index
Headings & Index are intended for guidance only and do
not form part of this Agreement nor
shall any of the provisions of this
Agreement be construed or interpreted
by reference thereto or in any way
affected or limited thereby.
Stamp Duty & Costs 11.10 The legal costs of and incidental to the
preparation execution and completion of
this Agreement shall be borne by the
Landlord and the Tenant in the manner
stipulated in Part VIII of the Schedule
hereto. The stamp duty and registration
fee (if any) on this Agreement shall be
borne by the parties hereto in equal
shares.
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Deed of Mutual 11.11 The Tenant shall observe and comply with
Covenant and Management and perform all the covenants terms and
Agreement provisions in the Deed of Mutual
Covenant or Sub-Deed of Mutual Covenant
or Management Agreement (if any)
relating to the Building so far as they
relate to the Premises and shall
indemnify the Landlord against the
breach non-observance or non-performance
thereof.
In the event that under any such Deed of
Mutual Covenant or Sub-Deed of Mutual
Covenant or Management Agreement the
supply of chilled water and/or the
operation and/or the management of the
Building or the right, power or duty
thereto shall be controlled by or vested
in a manager the Tenant shall pay all
air-conditioning and service charge and
all management and maintenance charges
relating to the Premises as may be
payable under such Deed of Mutual
Covenant or Sub-Deed of Mutual Covenant
or Management Agreement.
No Fine 11.12 The Tenant acknowledges that no fine
premium key money construction money or
other consideration has been paid or
will be payable by the Tenant to the
Landlord for the grant of this tenancy.
Exclusion of 11.13 This Agreement sets out the full
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Warranties the agreement reached between the
parties and no other representations
have been made or warranties given
relating to the Building or the
Premises.
Joint & Several 11.14 Where more than one person is included
Liability in the expression "the Tenant" all such
persons shall be jointly and severally
liable for the performance and
observance of the terms, conditions and
agreements contained herein and on the
part of the Tenant to be performed and
observed.
Special Conditions 11.15 The parties hereto further agree that
they shall respectively be bound by and
entitled to the benefit of the Special
Conditions set out in Part IX of the
Schedule hereto.
AS WITNESS the hands of the parties hereto the day and year first above written.
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THE SCHEDULED ABOVE REFERRED TO
PART I
The Landlord : JUGADA COMPANY LIMITED whose registered office is
situate at 45th Floor, Sun Hung Kai Centre, 30 Harbour
Road, Hong Kong.
The Tenant : VALENCE SEMICONDUCTOR DESIGN LIMITED
[CHINESE IDEOGRAMS] whose registered office is situate
at Flat A, 13th Floor, Summit Industrial Building, 9
Sun yip Street, Chai Wan, Hong Kong.
PART II
The Premises
All Those WORKSHOP NOS.1, 2, 3, 4, 5, 6, 7 and 8 on the NINETEENTH FLOOR of
APEC XXXXX, Xx.00 Xxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxx erected on All That piece
or parcel of land registered in the Land Registry as Xxxx Xxxx Inland Lot
No.731.
PART III
The Term
A term of 3 years commencing on the 1st day of January 1998 and expiring on the
31st day of December 2000.
PART IV
The Calendar Monthly Rent
HONG KONG DOLLARS NINTY NINE THOUSAND ONE HUNDRED TWENTY FOUR AND CENTS NINETY
ONLY (HK$99,124.90) payable in advance on the first day of each and every
calendar month clear of all deductions exclusive of rates, management fee and
central chilled water charges.
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PART V
The Management Fee
HONG KONG DOLLARS ELEVEN THOUSAND ONE HUNDRED SEVENTY NINE AND CENTS FIFTY ONLY
(HK$11,179.50) per calendar month, payable monthly in advance on the first day
of each and every calendar month.
Xxx Xxxxxxx Xxxxxxx Xxxxx Xxxxxxx
XXXX XXXX DOLLARS NINE THOUSAND SIX HUNDRED EIGHTY EIGHT AND CENTS NINETY ONLY
(HK$9,688.90) per calendar month, payable monthly in advance on the first day
or each and every calendar month.
PART VI
The Deposit
HONG KONG DOLLARS THREE HUNDRED FIFTY NINE THOUSAND NINE HUNDRED SEVENTY NINE
AND CENTS NINETY ONLY (HK$359,979.90) being the equivalent of three (3)
calendar months' rent, management fee and central chilled water charges.
PART VIII
User
Restricted to use for industrial purpose provided that the Tenant shall obtain
all necessary licences and approval required by any Government Authority in
connection with such use and provided that the Landlord does not warrant that
the Premises are fit to be used for such purpose or any particular purpose.
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PART VIII
Legal Costs
The legal costs of and incidental to the preparation execution and completion
of this Agreement shall be borne by the Landlord and the Tenant in equal shares.
PART IX
Special Conditions
1. Not withstanding anything herein contained, it is hereby agreed that
a portion of the deposit required to be paid by the Tenant to the Landlord
pursuant to Clause (9.01) of Section IX and Part VI of the Schedule to this
Agreement, in the sum of HK$238,404.00 shall be transferred from the existing
deposit held by the Landlord from the Tenant under a Tenancy Agreement of
Workshops Nos.1, 2, 3, 4, 5, 6 and 7 on the Nineteenth Floor of the Building
dated the 7th day of February 1996 ("the existing Tenancy Agreement") on the
commencement of the term hereby created, provided always that if for any reason
the said existing deposit shall be less than HK$238,404.00, then the shortfall
shall be paid by the Tenant to the Landlord on or before such commencement.
2. Provided always that if the existing Tenancy Agreement shall be
determined under the proviso for re-entry therein contained or by reason of any
breach of any of the terms and conditions therein contained and on the Tenant's
part to be observed and performed, then the Landlord shall have the right to
forthwith determine this Agreement and the term hereby created whereupon this
Agreement shall become absolutely null and void but without prejudice to any
right of remedy of the Landlord under the existing Tenancy Agreement or to any
right or remedy of the Landlord in respect of any antecedent breach by the
Tenant.
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3. The Landlord reserves its right of free and uninterrupted passage
egress from and ingress to the common services of the Building in or under
above or through Workshops Nos.1, 2, 3, 4, 5, 6 and 7 on the Nineteenth Floor
of the Building. In particular, but without affecting the generality of the
aforesaid, the Landlord shall have the right to install, affix, erect or permit
to be installed, affixed or erected any ariel, transmitter or other
telecommunication cable wiring or equipment on or above the false ceiling or
otherwise over or under Workshops Nos.1, 2, 3, 4, 5, 6 and 7 on the Nineteenth
Floor of the Building and the Tenant shall permit the Landlord or its
authorized agent or contractor to enter Workshops Nos.1, 2, 3, 4, 5, 6 and 7 on
the Nineteenth Floor of the Building to install affix erect maintain or repair
such ariel transmitter cable wiring or equipment at all reasonable time upon
prior appointment and shall not remove, alter or otherwise cause damage to such
ariel transmitter cable wiring or equipment at Workshops Nos.1, 2, 3, 4, 5, 6,
7 and 8 on the Nineteenth Floor of the Building and shall indemnify the
Landlord against all claims demands actions proceeding loss or damages costs
and expenses arising from the breach of this provision by the Tenant.
4. Vacant possession of Workshop No. 8 on the Nineteenth Floor of the
Building will be delivered to the Tenant with its current conditions and with
all fittings and fixtures upon commencement date of the term.
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SIGNED by )
)
)
)
for and on behalf of Jugada )
)
Company Limited in the presence )
)
of/whose signature is verified by:- )
SIGNED by Wan Wah Xxxx, Xxxxxx ) For and on behalf of
) VALENCE SEMICONDUCTOR DESIGN LIMITED
for and on behalf of the Tenant in )
) /s/ Wan Wah Xxxx, Xxxxxx
the presence of :- ) ------------------------------------
Authorized Signature(s)
/s/ Cham Xxx Xxxxx, Reivlin
----------------------------------
Cham Xxx Xxxxx, Reivlin
E849233(2)
RECEIVED on or before the day and year )
)
first above written of and from the Tenant )
)
the above mentioned deposit of HONG KONG ) HK$359,979.90
) -------------
DOLLARS THREE HUNDRED FIFTY NINE THOUSAND )
)
NINE HUNDRED SEVENTY NINE AND CENTS NINETY )
)
ONLY (of which a sum of HK$238,404.00 is )
)
transferred from the existing Tenancy )
)
Agreement as aforesaid). )
SIGNATURE(S) is/are verified by :-
