Exhibit 4(r)
DATED THIS 1st DAY OF APRIL, 2003
BETWEEN
DELL ASIA PACIFIC SDN.
(Company No.330298-M)
("LESSOR")
AND
ASE ELECTRONICS (M) SDN. BHD.
(Company No.212592-H)
("LESSEE")
**************************************
AGREEMENT FOR A LEASE
***************************************
MESSRS GHAZI & LIM
ADVOCATES & SOLICITORS
19TH FLOOR, MWE PLAZA
XX.0 XXXXX XXXXXXXX
00000 XXXXXXXXXX
XXXXXX, XXXX XXXXXXXX
TEL: (000)-0000000
FAX: (000)-0000000
E-MAIL: xxxxx@xx.xxxxxx.xx
(OUR REF: A3/03/KBC/AK/c)
Disk C21
AGREEMENT FOR A LEASE
THIS AGREEMENT is made the 1st day of April, 2003
BETWEEN:
1. PARTIES
1.1 Lessor
DELL ASIA PACIFIC SDN. (Company No.330298-M), a company incorporated
in Malaysia and having its registered office at Xxxxx 00, Xxxxx X,
Xxxxxx Xxxxx, Xxxxx Xxxxxx City Centre, Kuala Lumpur and a place of
business at Xxxx 00, Xxxxx Xxxxx Xxxxxxxxxx Xxxx, Xxxxx IV, 11900
Bayan Lepas, Penang (hereinafter referred to as "the Lessor") of the
one part;
1.2 Lessee
ASE ELECTRONICS (M) SDN. BHD. (Company No.212592-H) a company
incorporated in Malaysia and having its registered office at 11th
Floor, Bangunan FOP, Jalan Anson, 00000 Xxxxxx and a place of business
at Xxxxx Xxxxx Xxxx Xxxxxxxxxx Xxxx, Xxxxx XX, 00000 Xxxxxx
(hereinafter, referred to as "the Lessee") of the other part.
2. RECITALS
2.1 The Lessor is the registered proprietor and beneficial owner of the
premises known as Level 1 measuring approximately 105,000 square feet
(hereinafter referred to as "the Demised Premises") comprised in the
building erected on part of all that piece of land known as X.X.
Xx.0000, Xxxxx 00, Xxxxxx Xxxxx Xxxx, Xxxxxx held under Suratan
Hakmilik Sementara No.H.S.(D)11897 (hereinafter referred to as "the
Land").
2.2 The Land is subject to the following restrictions in interest:
"The land shall not be transferred, charged, leased, sub-leased,
tenanted, let or otherwise in any manner dealt with or dispose of
without the written sanction of the State Authority".
2.3 The Lessor has agreed to let and the Lessee has agreed to take a lease
of the Demised Premises for the duration subject to the
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approval of the State Authority and upon the terms and conditions of
this Agreement.
3. DEFINITION AND INTERPRETATIONS
3.1 Definitions
-----------
Unless the context shall otherwise require, the following words shall
for all purpose of this Agreement have the meaning specified.
Contractual Term: The period of five (5) years and includes the
renewed term of three (3) years if the Option to
Renew specified in Clause 11 is exercised
Demised Premises: All that premises known as Level 1 measuring
approximately 105,000 square feet comprised in the
building erected on part of all that piece of land
known as P.T. Xx.0000 Xxxxx 00, Xxxxxx Xxxxx Xxxx,
Xxxxxx held under Xxxxxxx Xxxxxxxx Xxxxxxxxx
X.X(X)00000 which premises is delineated and
coloured RED in the plan annexed hereto as the
First Schedule
Lease: The Lease of the Demised Premises in Form 15A of
the National Land Code for a term of five (5)
years with an option to renew the Lease for a
further term of three (3) years upon the same
terms covenants and conditions contained therein
and includes any instrument supplemental to it and
in the event the Lease is converted into d tenancy
pursuant to Clause 8.4:2 the expression "the
Lease" shall include the converted tenancy
Lessor: DELL ASIA PACIFIC SDN. (Company No.330298-M), a
company incorporated in Malaysia and having its
registered office at Xxxxx 00, Xxxxx X, Xxxxxx
Xxxxx, Xxxxx Xxxxxx City Centre, Kuala Lumpur and
a place of business at Xxxx 00, Xxxxx Xxxxx
Xxxxxxxxxx Xxxx, Xxxxx IV, 11900 Bayan Lepas,
Penang
Option to Renew: The option to renew the Lease for a further term
of three (3) years as provided in Clause 11
Parties/Party: It means the Lessor and/or the Lessee
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Renewed Term: The further period of three (3) years renewed
pursuant to Clause 11
Rent: The amount of rental payable for the entire
duration of the Lease and the renewed Lease which
particulars are as described in Clause 5 herein
Rent The 1st day of June 2003
Commencement
Date:
3.2 Clause and Clause Heading
-------------------------
The Clause and paragraph heading in this Agreement are for the
ease of reference only and shall not be taken into account in the
construction or interpretation of any covenants conditions or
proviso to which they refer.
3.3 Singular and Plural Meaning
---------------------------
Words in this Agreement importing singular meaning shall where
the context so admits include the plural meaning and vice versa.
3.4 Acts, Statute and Statutory Instruments
---------------------------------------
References in this Agreement to any Acts, Statutes or statutory
instrument shall include and refer to any Acts, statute or
statutory instrument amending consolidating or replacing them
respectively from time to time and for the time being in force.
3.5 Gender
------
Words of this Agreement of the masculine gender shall include the
feminine and neuter gender and vice versa and words denoting
natural persons shall include corporations and firms and all such
words shall be construed interchangeably in that manner.
4. DEMISE
The Lessor hereby demises and the Lessee hereby accepts a lease of the
Demised Premises inclusive of the use of the two units of 500-ton York
Chillers commencing from the Rent Commencement Date TO HOLD the Demised
Premises to the Lessee for the Contractual Term SUBJECT to all
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rights easements priviledges restrictions covenants an stipulations
appearing in the title to the Demised Premises YIELDING AND PAYING to the
Lessor the Rent as stated and in the manner set out in Clause 5
5. RENT
5.1 The Lessee shall pay to the Lessor the Rent for the first six (6)
months in advance calculated at the rate of Ringgit Malaysia One
Hundred and Five Thousand (RM105,000.00) only per month for the
initial Contractual Term, the first six (6) months Rent to be payable
on the Rent Commencement Date and the subsequent payment shall be
payable half yearly in advance on the 1st day of each succeeding month
of December and June.
5.2 In the event the application for the State Authority's Approval is
still pending after the commencement of the initial Contractual Term,
the Lessee shall nevertheless pay to the Lessor the monthly rental in
accordance with the provisions of this Agreement and shall not be
entitled to a refund if the State Authority's Approval cannot be
obtained subsequently.
6. DEPOSIT
6.1 Immediately upon the execution of this Agreement the Lessee shall pay
to the Lessor a deposit equivalent to one (1) month's rental
equivalent to the sum of Ringgit Malaysia One Hundred and Five
Thousand (RM105,000.00) only (hereinafter referred to as referred to
as "the Security Deposit") as security for the observance and due
performance by the Lessee of the covenants, terms and stipulations
hereinafter contained. The Security Deposit shall be refunded by the
Lessor to the Lessee without interest on the expiry of the Lease
hereby created less whatever sum or sums of money which may then be
found due to the Lessor as a result of any breach of the terms and
stipulations herein contained.
6.2 Immediately upon the execution of this Agreement, the Lessee shall pay
to the Lessor a deposit for the sum of Ringgit Malaysia Two Hundred
Thousand (RM200,000.00) only (hereinafter referred to as "the Utility
Deposit") as security for the due performance and observance by the
Lessee of the covenants, terms and stipulations contained in Clauses
9.2 hereof in respect of water and electricity supplied and connected
to the Demised Premises. The Utility Deposit shall be refunded by the
Lessor to the Lessee without interest on the expiry of the Contractual
Term less
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whatever sum or sums of money which may then be found due to the
Lessor as a result of any breach of Clause 9.2 herein contained.
7. FITTING OUT WORKS
7.1 The Lessee shall have the license and authority to enter the Demised
Premises to carry out fitting out and renovation works (hereinafter
referred to as "Fitting Out Works") commencing from 15th February 2003
(hereinafter referred to as "the Handover Date"). It is hereby agreed
that the Lessor shall waive the rental for the period commencing from
the Handover Date until the Rent Commencement Date subject to the
undertaking of the Lessee to indemnify and keep the Lessor indemnified
against all claims demand action suit and whatsoever consequences
arising out of or in relation to allowing the Lessee to take
possession of the Demised Premises without the State Authority's
Approval.
7.2 It is hereby agreed that the Lessor shall not be responsible to the
Lessee for whatever loss or damage arising out of or in relation to
the taking possession of the Demised Premises aforesaid in the event
the State Authority's Approval cannot be obtained for whatsoever
reasons.
8. STATE AUTHORITY CONSENT
8.1 This Agreement shall be conditional upon the approval of the Penang
State Authority and such other appropriate authorities, as the case
may be without conditions or (if conditional) upon terms and
conditions acceptable to the Lessee.
8.2 The Lessee shall apply for the consent of the Penang State Authority
but the application and consent fees (if any) imposed by the State
Authority or the Penang Development Corporation shall be borne by the
Lessor.
8.3 The Lessee may appeal against any of the conditions imposed by the
Penang State Authority.
8.4 In the event the approval of the Penang State Authority cannot be
obtained and/or the appeal against the conditions imposed by the
Penang State Authority is rejected and/or the conditions imposed by
the Penang State Authority are not acceptable to the Lessee, the
Lessee shall by notice in writing to the Lessor, elect either to:-
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8.4:1 terminate this Agreement whereupon the Lessee shall quit and
deliver up possession of the Demised Premises in good and
tenantable condition within seven (7) days upon the Lessor
being notified of the abovementioned election in the event
the Lessee shall have taken vacant possession of the Demised
Premises to the Lessor and neither party shall have any
further claims whatsoever; or
8.4:2 convert this Agreement into a tenancy exempt from
registration for three (3) years with an option to renew for
further terms of three (3) years and two (2) years
respectively but otherwise upon the same terms and
conditions as this Agreement and the expressions "the
Contractual Term" and "the Renewed Term" shall wherever
appearing herein be construed accordingly and the parties
undertake to pay all such charges and consent fees and do
all acts and things and execute all such documents as may be
necessary or expedient to perfect the tenancy of the Demised
Premises.
8.5 Notwithstanding anything to the contrary herein, the Lessee shall pay
and continue to pay the Rent herein unless and until this Agreement is
terminated pursuant to Clause 8.4:1
8.6 The Lessee shall inform the Lessor upon the acceptance of the approval
of the State Authority to the Lease and the Parties shall within seven
(7) days of the notice from the Lessee's Solicitors execute the Lease
in the form of the Lease Annexure annexed hereto as the Second
Schedule and all other relevant documents and to as many copies
thereof as may be necessary.
9. LESSEE'S COVENANTS
The Lessee covenants with the Lessor:-
9.1 to pay the Rent at the times aforesaid to the Lessor;
9.2 to pay the Lessor any amount in excess of RM100,00.00 per month on the
electricity xxxx and any amount in excess of RM2,000.00 per month on
the water xxxx for the electricity and water consumed by the Lessee at
the Demised Premises. The Lessee shall pay the sewerage charges
including INDAH WATER KONSORTIUM SDN BHD's charges incurred at the
Demised Premises but billed to the Lessor if any, during the
subsistence of the Lease;
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9.3 to pay all telephone bills and management charges on the Demised
Premises, if any;
9.4 to use the Demised Premises for the purpose of semi-conductor and
related production.
9.5 to keep the Demised Premises including the walls, drains, water
apparatus and all fixtures and fittings and electrical installation
therein and additions thereto, if any, in good tenantable repair and
condition throughout the term of the Lease, fair wear and tear and
damage by fire, xxxxx, xxxxxxx, act of God, riot, civil commotion,
termites only excepted;
9.6 to keep the Demised Premises and all xxxxxx, fences, gate and driveway
on the Demised Premises, if any, in tenantable repair and ornamental
conditions and to use them as such;
9.6 to permit the Lessor or its agent with or without workmen at all
reasonable upon seven (7) days written notice to the Lessee to enter
the Demised Premises and to inspect the state and condition therein
and to execute any repair covenanted to be done by the Lessor
hereunder Provided That the Lessor or its agent or workmen shall
comply with all reasonable directions of the Lessee with respect to
the security procedures to be observed at the Demised Premises.
9.7 to obtain the necessary permit or approval from the relevant authority
or authorities for using the Demised Premises for the purpose stated
in Clause 9.4 hereto only if necessary;
9.8 to repair forthwith and make good any damage done to the satisfaction
of the Lessor to the Demised Premises or any part thereof due to
malicious or negligent act or any omission or default on the part of
the Lessee or its agents, servants, licensees, visitors or independent
contractors by the installation use replacement or removal of any
fixtures or fittings;
9.9 to give notice forthwith to the Lessor of any damage that may occur to
the Demised Premises or any damage to or defects in the water pipes or
any other fittings fixtures or other facilities provided by the Lessor
PROVIDED ALWAYS that if such damage or defect shall have occurred as a
result of the default omission or negligence on the part of the Lessee
or its agent servants licensses visitors or independent contractors,
then to repair forthwith and make good such damage or defects;
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9.10 to take reasonable precautions to keep the Demised Premises free of
rodents vermin insects pests and animals;
9.11 at its own costs and expense to install additional air-conditioners to
the existing 2 units of 500 ton York Chillers supplied by the Lessor
and such fittings as may be necessary for clean rooms and to remove at
its own cost and expense any such fittings, structural alterations and
additions and others it may make during the Lease and to reinstate the
Demised Premises to the same state and condition before such
alterations and addition were made;
9.12 to take up public liability insurance policy, if necessary;
9.13 not to carry out any illegal activities or acts which may breach any
law or regulations of this country;
9.14 not to do or permit or suffer to be done anything in or upon the
Demised Premises or any part thereof which may be or become a nuisance
or cause damage to the Lessor or occupiers of other property in the
neighbourhood;
9.15 not to assign, sublet or part with the possession of the Demised
Premises or any part thereof without the consent in writing of the
Lessor;
9.16 not to keep or permit to be kept with the possession of the Demised
Premises or any part thereof any materials other than that necessary
for the purpose stated in Clause 9.4 which is of a dangerous or
explosive nature the keeping of which may contravene any statutes or
regulations or by-law;
9.17 not to do or permit or suffer to be done anything whereby the policy
or policies of insurance on the Demised Premises against damage by
fire may become void or voidable or whereby the rate or premiums
thereon may be increased and to make good and repay to the Lessor all
sums paid by the Lessor by way of increase in premium and all expenses
incurred by the Lessor in or about and renewal of such policy or
policies rendered necessary by a breach or non-observance of this
covenant without prejudice to the rights of the Lessor;
9.18 at his own cost and expense to attend to and comply with all
complaints, improvements, requirements and nuisance notices issued and
required by the City Council or under the City Council by-law in
respect of the Demised Premises only whether such
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notices be issued to the Lessor or the Lessee and if the Lessee shall
fail to comply with such notices or requirements in respect of the
Demised Premises only the Lessor shall comply with the same and the
Lessee shall on demand pay the Lessor all those costs and expenses in
compliance with the same;
9.19 on the determination on the Lease to yield up peaceably and deliver up
possession together with the Lessor's furniture, fixtures and
fittings, if any, in good and tenantable condition of the Demised
Premises to the Lessor;
9.20 the Lessee shall not make any claim or demand as to the expenses or
costs of whatever renovation or repair done to the Demised Premises,
if any, unless this Agreement as terminated due to the default of the
Lessor or its servants or agents;
9.21 save and except for reasonable signboards in such position and of such
form colour and design as may be erected by a contractor displaying
the name and business or occupation of the Lessee, not to affix print
or otherwise exhibit or set up on the outer walls doors windows or any
other part of the Demised Premises any nameplate placard poster
advertisement public announcement business advertisement or other
signs whatsoever and save with the prior consent in writing of the
Lessor nor to affix or project onto the exterior of the Demised
Premises or in or about any part of the Demised Premises, flag staff
wireless or television aerials of other things whatsoever.
9.22 in the event the Lessee does not exercise the Option to Renew in
Clause 11 to permit the Lessor during the three (3) months immediately
preceding the termination of the term hereby created to affix and
retain without interference to or in any part of the Demised Premises
a notice advertising the same for re-letting and to permit the Demised
Premises to be viewed at reasonable times by any person duly
authorised by the Lessor Provided That the Lessor and such person
authorised by the Lessor shall comply with all reasonable directions
of the Lessee with respect to the security procedures to be observed
at the Demised Premises;
9.23 to be responsible for and to indemnify the Lessor against all damage
occasioned to the Demised Premises or any part thereof or any adjacent
or neighbouring land or premises or to any person caused by any act
default omission or negligence of the Lessee or its agent servants
licensees visitors or independent contractors and to pay and make good
to the Lessor all and every loss and damage
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whatsoever incurred or sustained by the Lessor as a consequence of
every breach or non-observance of the Lessee's covenants herein
contained and to indemnify the Lessor from and against all actions
claims liability costs and expenses thereby arising;
9.24 to indemnify the Lessor against all claims demands actions losses
damages costs and expenses suffered or incurred by the Lessor arising
out of or in relation to any dangerous or illegal activities carried
out by the Lessee on the Demised Premises;
9.25 not to erect or permit or suffer to be erected any alternative
additions or extensions to the Demised Premises without the previous
consent of the Lessor in writing;
9.26 under no circumstances shall the Lessor make good or accept
responsibility or liability in respect of any damage or theft or loss
of any property goods articles things whatsoever placed deposited
brought into or left upon the Demised Premises either by the Lessee or
any other person for his own use or for any other purpose.
10. LESSOR'S COVENANTS
10.1 The Lessor covenant and agree with the Lessee as follows:-
10.1:1 that if the Lessee shall pay the rent hereby reserved and
observe and perform the stipulations on their part herein
contained they shall peaceably hold and enjoy the Demised
Premises during the Contractual Term without any
interruption by the Lessor or any person rightly claiming
under or in trust for it;
10.1:2 to grant the Option to Renew the Lease as stated in Clause
11;
10.1:3 to permit the Lessee to commence to fit out and renovate the
Demised Premises for its business activities upon the
Demised Premises being handed over to the Lessee on 15th
February 2003.
10.1:4 to insure and keep the building in which the Demised
Premises is situated and the Demised Premises fully insured
for the full cost of rebuilding and reinstating the same
against damage and destruction by all insurable risks
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provided that the Lessee shall be responsible for its own
insurance in respect of the Lessee's contents in the
Demised Premises and in case of any such damage or
destruction as aforesaid happening to the Demised Premises
or any part thereof to apply any money received by it in
respect thereof under any insurance in reinstating and
restoring the parts thereof so damaged or destroyed. Subject
to and without prejudice to this Clause, if the Demised
Premises or any part thereof shall be rendered unfit for use
by reason of the damaged or destruction as aforesaid, the
Rent or a fair proportion of the Rent according to the
nature and extent of the damage or destruction sustained
shall ceased to be payable until the Demised Premises or the
affected part shall have been rebuilt or reinstated so that
the Demised Premises or the affected part are made fit for
occupation or use save and except that in the event that the
Demised Premises cannot be rebuilt and reinstated or if the
Lessee is unable to await the rebuilding and reinstatement
of the Demised Premises, the Lease shall absolutely
determine;
10.1:5 to pay all existing and future quit rents and rates
(assessment) and outgoings payable by law in respect of the
Demised Premises;
10.1:6 to keep the roof, main structures, external walls, main
drains and pipes of the Demised Premises in good tenantable
repair and condition at all time during the Contractual
Term;
11. OPTION TO RENEW
11.1 If the Lessee:-
11.1:1 has paid the Rent regularly during the Contractual Term;
11.1:2 has reasonably performed and observed the covenants
contained in this Agreement;
11.1:3 notifies the Lessor in accordance with Section 11.2 below;
11.1:4 then at the end of the initial Contractual Term the Lessor
shall grant and the Lessee shall take a further lease for
the Renewed Term of the Demised Premises in accordance
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with the provisions set out in Clause 11.3 below
(hereinafter referred to as "the Renewed Term").
11.2 A notice of exercise of option:-
11.2:1 must state clearly that the Lessee wishes to take a further
lease of the Demised Premises in accordance with the option
contained in this Agreement; and
11.2:2 must be served not later than six (6) months before the end
of the period of the initial Contractual Term.
11.3 The provision for the further lease will be the same as the provisions
of this Agreement, with the following exceptions:-
11.3:1 the new lease will begin immediately after the end of the
period of the initial Contractual Term;
11.3:2 except the term granting the option for a further renewal;
11.3:3 except the rent free period granted to the Lessee for the
Fitting Out Works to be conducted.
11.3:4 the rent at the commencement of the new Lease will be as
mutually agreed between the Lessor and the Lessee and if the
revised rent has not been agreed by the parties within one
(1) month of the exercise of the Option to Renew, the same
shall be determined by an independent valuer agreed by the
Lessor and the Lessee or failing agreement then by an
independent valuer nominated by the President or its
equivalent for the time being of the INSTITUTE OF CHARTERED
SURVEYORS OF MALAYSIA or its equivalent (hereinafter
referred to as "the Valuer [acting as an expert and not an
arbitrator]") on the application of the Lessee and so that
the revised rent to be determined by the Valuer, shall be
such as the Valuer shall decide is the monthly rent at which
the Demised Premises might reasonably be expected to be let
at the date of the exercise of the Option to Renew PROVIDED
THAT the Valuer shall determine the revised rent based upon
the state and condition and structure of the Demised
Premises as at the date hereof and disregard any increase in
the rental value of the Demised Premises attributable to the
existence of any alteration or improvement to the Demised
Premises and/or
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make a fair allowance to the Lessee in respect of such
alteration or improvement.
12. OPTION TO TERMINATE
12.1 If the Lessor or the Lessee wishes to determine this Agreement at any
time after the expiry of the first two (2) years of the Contractual
Term, the party wishing to determine this Agreement shall give the
other party not less than six (6) months notice in writing then upon
the expiry of such notice, the Contractual Term shall cease and
determine but without prejudice to the respective rights of either
party in respect of any antecedent claim or breach of covenant.
12.2 In the event the Lessee fails to complete the Contractual Term or the
Renewed Term of tenancy herein granted, the Lessor shall forfeit the
Deposit (without further notice to the Lessee) as damages for the
remainder of the term of the lease then immediately thereafter this
Agreement shall cease and be void but without prejudice to the rights
and remedies of either party against the other in respect of any
antecedent claim or breach of covenant.
13. TERMINATION ON DEFAULT
13.1 The Lessor may terminate this Agreement in the manner set out below in
the following circumstances:-
13.1:1 if the Rent or any part of it and other moneys owing to the
Lessor under this Agreement is or are in arrears for seven
(7) days (whether formerly demanded or not) or if the Tenant
shall go into liquidation whether voluntarily (save for the
purpose of amalgamation or reconstruction) or compulsorily
or it its assigns not being a company shall become bankrupt
or enter into any arrangement for composition with his/their
creditors or it their assign being a company shall be wound
up either voluntarily or compulsorily (except for the
purpose of reconstruction or amalgation);
13.1:2 if the Lessee breaches a material provision of this
Agreement and fails to remedy the breach within thirty (30)
days from the date of service of Notice by the Lessor to do
so.
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13.2 In the circumstances set out in Clause 13.1, the Lessor may terminate
this Agreement by:-
13.2:1 notifying the Lessee to that effect; or
13.2:2 re-entering the Demised Premises and repossessing it; or
13.2:3 doing both
14. LAW
The Law of Malaysia shall apply for the purpose of governing this Agreement
and the Parties shall submit to the jurisdiction of the Courts in Malaysia.
15. COSTS, FEES AND STAMP DUTIES
Each Party shall pay fees and disbursements of its own agents accountants
solicitors and all other costs and expenses incurred by it in relation to
the negotiation, preparation execution and completion of this Agreement and
the Lessee shall pay the stamp duty in respect of this Agreement and the
stamp duty and registration fees in respect of the Lease.
16. SERVICE OF DOCUMENT
16.1 Address for Service
-------------------
In this clause:-
16.1:1 "the Lessor's Address" means the following address of the
Lessor or such other address of the Lessor may from time to
time notify to the Lessee as being its address for service
for the purpose of this Agreement:-
DELL ASIA PACIFIC SDN.
Xxxx 00, Xxxxx Xxxxx Xxxxxxxxxx Xxxx,
Xxxxx IV, 11900 Bayan Lepas, Penang
16.1:2 "the Lessee's Address" means the following address of the
Lessee or such other address as the Lessee may from time to
time notify to the Lessor as being its address for service
for the purposes of this Agreement:-
ASE ELECTRONICS (M) SDN. BED.
Bayan Lepas Free Industrial Xxxx
Xxxxx XX, 00000 Xxxxxx
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16.2 Notice
------
Any notice or other communication given or made in accordance with
this Agreement shall be in writing and:-
16.2:1 may (in addition to any other effective mode of service) be
sent by registered post;
16.2:2 shall (in the case of a notice or other communication
to the Lessor but subject to Clause 16.3:1) be served
on the Lessor at the Lessor's Address;
16.2:3 shall (in the case of a notice or other communication
to the Lessee but subject to the Clause 16.3:2) be
served on the Lessee at the Lessee's Address; and
16.3 Any notice or other communication given or made in accordance with
this Agreement:-
16.3:1 by or to the Lessor may be given or made by or to the
Lessor's Solicitor on behalf of the Lessor;
16.3:2 by or to the Lessee may be given or made by or to the
Lessee's Solicitor on behalf of the Lessee;
17. CHANGE OF ADDRESS
Any changes of the address by either party must be communicated to the
other in writing.
18. SCHEDULE
The First Schedule and Second Schedule shall form part of this Agreement
and shall be read, taken and construed as an essential part of this
Agreement.
19. BREACH BY ANY PARTY
19.1 In the event any party is in breach of any of the stipulations terms
covenants and conditions contained in this Agreement, the offending
party shall indemnify and keep the innocent party fully indemnified
against or arising from all loss damage costs expenses actions demands
proceedings claim and liability (including all legal fees on a
solicitor and client basis) made against or suffered or incurred by
the innocent party.
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19.2 Without prejudice to Clause 19.1, the Lessee shall be entitled to the
remedy of specific performance in the event the Lessor unlawfully or
improperly terminates this Agreement at any time before its
expiration.
20. WAIVER OR INDULGENCE
Knowledge or acquiescence by any Party of or in any breach by the Lessor of
the Lessee any of the terms and conditions herein contained or any
indulgence given by any Party to the others shall not operate as or be
deemed to be a waiver of such terms or conditions or any of them and
notwithstanding such knowledge or acquiescence or indulgence, any Party
shall be entitled to exercise its rights and powers under this Agreement
and to require strict performance of the terms and condition herein
contained.
21. ENTIRE UNDERSTANDING
21.1 This Agreement embodies the entire understanding of the Parties
relating to the Demised Premises and to all the matters dealt with by
any of the provisions of this Agreement. It is expressly declared that
no variation shall be effective unless agreed to by the parties and
confirmed in writing.
21.2 If any part of this Agreement is found by any court or competent
authority to be invalid, unlawful or unenforceable, then that part
shall be deemed not to be a part of this Agreement but this shall not
affect the enforceability of the remainder of this Agreement.
22. PERSONS TO BE BOUND BY THIS AGREEMENT
This Agreement shall be binding upon the successors in title and assigns of
the Lessor and the successors in title, nominee, transferee and assigns of
the Lessee.
23. SPECIFIC PERFORMANCE
The Lessor and the Lessee shall be entitled to specific performance of this
Agreement.
24. REPRESENTATION
The Lessor and the Lessee represent, declare and undertake with each other
that:-
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24.1 It has the power to execute, deliver and perform the terms of this
Agreement and has taken all necessary corporate and other action to
authorise of the execution, delivery and performance of this
Agreement.
24.2 This Agreement constitutes the legal valid and binding obligations of
the Lessor and the Lessee in accordance with the terms and conditions
contained in this Agreement.
24.3 All consents, approvals, authorizations, licenses, orders and
exemptions of any ministry, governmental agency, department or
authority in Malaysia which are required on the part of the Lessor
and/or the Lessee or any of them or which are advisable and the
execution delivery performance and legality or enforceability of this
Agreement have been or will be obtained and are in full force and any
conditions contained therein or otherwise applying thereto have been
or will be complied with.
*****************************
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THE FIRST SCHEDULE
------------------
CLAUSE 3.1
----------
PLAN OF THE DEMISED PREMISES
----------------------------
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[GRAPHIC OMITTED]
THE SECOND SCHEDULE
-------------------
CLAUSE 8.6
----------
FORM OF LEASE ANNEXURE
----------------------
We, DELL ASIA PACIFIC SDN. (Company No.330298-M), a company incorporated in
Malaysia and having its registered office at Xxxxx 00, Xxxxx X, Xxxxxx Xxxxx,
Xxxxx Xxxxxx City Centre, Kuala Lumpur and a place of business at Xxxx 00, Xxxxx
Xxxxx Xxxxxxxxxx Xxxx, Xxxxx IV, 11900 Bayan Lepas, Penang (hereinafter referred
to as "the Lessor" which expression shall include its assigns or
successors-in-title) being the registered proprietor/beneficial owner of Level I
of the building (hereinafter referred to as "the building") measuring
approximately 105,000 square feet and more particularly delineated and coloured
RED in the plan annexed hereto as "the Schedule" (hereinafter referred to as
"the Demised Premises") erected on part of all that piece of land described in
the above Schedule (hereinafter referred to as "the Land") DO HEREBY LEASE the
Demised Premises to ASE ELECTRONICS (M) SDN. BHD. (Company No.212592-H), a
company incorporated in Malaysia and having its registered office at 11th Floor,
Bangunan FOP, Jalan Anson, 00000 Xxxxxx and a place of business at Xxxxx Xxxxx
Xxxx Xxxxxxxxxx Xxxx, Xxxxx XX, 00000 Xxxxxx (hereinafter referred to as "the
Lessee" which expression shall include its assigns or successors-in-title) in
whom this Lease for the time being is vested TO BE HELD by the Lessee for a term
of five (5) years with an option to renew for a further term of three (3) years
(hereinafter referred to as "the Option to Renew").
RECITALS
--------
WHEREAS the Lessor is the registered proprietor of the Demised Premises.
AND WHEREAS the Lessor has agreed to let and the Lessee has agreed to take a
lease of the Demised Premises for the duration and upon the terms and conditions
of this Lease.
1. DEFINITIONS AND INTERPRETATIONS
1.1 Definitions
-----------
Unless the context shall otherwise require, the terms defined in Clause 1
shall for all purpose of this Lease have the meaning specified.
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Contractual Term: The period of five (5) years and includes the
renewed term if the Option to Renew specified in
Clause 9 is exercised
Demised Premises: All that premises known as Level 1 of the building
erected on part of all that piece of Premises
known as X.X.Xx. 0000, Xxxxx 00, Xxxxxx Xxxxx
Xxxx, Xxxxxx held under Suratan Hakmilik Sementara
H.S.(D) 11897 which is more particularly
delineated and coloured RED on the plan annexed
hereto as "the Schedule"
Lease: This Lease of the Demised Premises in Form 15A of
the National Premises Code for a term of five (5)
years with an option to renew the Lease for a
further term of three (3) years upon the same
terms covenants and conditions contained herein
and includes any instrument supplemental to it but
at a revised rent as hereinafter provided
Lessor: DELL ASIA PACIFIC SDN. (Company No.330298-M), a
company incorporated in Malaysia and having its
registered office at Xxxxx 00, Xxxxx X, Xxxxxx
Xxxxx, Xxxxx Xxxxxx City Centre, Kuala Lumpur and
a place of business at Xxxx 00, Xxxxx Xxxxx
Xxxxxxxxxx Xxxx, Xxxxx IV, 11900 Bayan Lepas,
Penang
Option to Renew: The option to renew the Lease for a further term
of three (3) years as provided in Clause 7
Parties/Party: It means the Lessor and/or the Lessee
Renewed Term: The further period of three (3) years renewed
pursuant to Clause 7
Rent: The amount of rental payable for the entire
duration of the Lease and the renewed Lease which
particulars are as described in Clause 3 herein
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Rent Commencement Date: The 1st day of June 2003
1.2 Clauses and Clause Heading
--------------------------
The Clause and paragraph heading in this Lease are for the ease of
reference only and shall not be taken into account in the construction
or interpretation of any covenants conditions or proviso to which they
refer.
1.3 Singular and Plural Meanings
----------------------------
Words in this Lease importing singular meaning shall where the context
so admits include the plural meaning and vice versa.
1.4 Acts, Statute and Statutory Instruments
---------------------------------------
References in this Lease to any Acts, statutes or statutory instrument
shall include and refer to any Acts, statute or statutory instrument
amending consolidating or replacing them respectively from time to
time and for the time being in force.
1.5 Gender
------
Words in this Lease of the masculine gender shall include the feminine
and neuter gender and vice versa and words denoting natural persons
shall include corporations and firms and all such words shall be
construed interchangeably in that manner.
2. DEMISE
The Lessor hereby demises and the Lessee hereby accepts a lease of the
Demised Premises inclusive of use of two units of 500-ton York Chillers TO
HOLD the Demised Premises to the Lessee for the Contractual Term SUBJECT to
all rights easements privileges restrictions covenants and stipulations
appearing in the title to the Demised Premises YIELDING AND PAYING to the
Lessor the Rent as stated and in the manner set out in Clause 3.
3. RENT
The Lessee shall pay to the Lessor the Rent for the first six (6) months in
advance calculated at the rate of Ringgit Malaysia One Hundred and Five
Thousand (RM105,000.00) only per month for the initial Contractual Term,
the first six (6) months Rent to be payable on the Rent
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Commencement Date and the subsequent payment shall be payable half yearly
in advance on the 1st day of each succeeding month of December and June.
4. STATE AUTHORITY CONSENT
4.1 The Demised Premises is subject to the following restrictions
interest:-
"The Demised Premises shall not be transferred, charge, leased,
sub-leased, tenanted, let or otherwise in any manner dealt with or
dispose of without the written sanction of the State Authority"
4.2 The State Authority has given its consent to the Lease herein.
5. LESSEE'S COVENANTS
The Lessee covenants with the Lessor and/or its assigns as follows:-
5.1 to pay the Rent at the times aforesaid to the Lessor;
5.2 to pay the Lessor any amount in excess of RM100,00.00 per month
on the electricity xxxx and any amount in excess of RM2,000.00
per month on the water xxxx for the electricity and water
consumed by the Lessee at the Demised Premises. The Lessee shall
pay the sewerage charges including INDAH WATER KONSORTIUM SDN
BHD's charges incurred at the Demised Premises but billed to the
Lessor if any, during the subsistence of the Lease;
5.3 to pay all telephone bills and charges on the Demised Premises,
if any;
5.4 to use the Demised Premises for the purpose of semi-conductor and
related production.
5.5 to keep the Demised Premises including the walls, drains, water
apparatus and all fixtures and fittings and electrical
installation therein and additions thereto, if any, in good
tenantable repair and condition throughout the term of the Lease,
fair wear and tear and damage by fire, xxxxx, xxxxxxx, act of
God, riot, civil commotion, termites only excepted;
5.6 to keep the Demised Premises and all xxxxxx, fences, gate and
driveway on the Demised Premises, if any, in tenantable repair
and ornamental conditions and to us them as such;
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5.7 to permit the Lessor or its agent with or without workmen at all
reasonable upon seven (7) days written notice to the Lessee to
enter the Demised Premises and to inspect the state and condition
therein and to execute any repair covenanted to be done by the
Lessee hereunder Provided That the Lessor or its agent or workmen
shall comply with all reasonable directions of the Lessee with
respect to the security procedures to be observed at the Demised
Premises.
5.8 to obtain the necessary permit or approval from the relevant
authority or authorities for using the Demised Premises for the
purpose stated in Clause 5.4 hereto only if necessary;
5.9 to repair forthwith and make good any damage done to the
satisfaction of the Lessor to the Demised Premises or any part
thereof due to malicious or negligent act or any omission or
default on the part of the Lessee or its agents, servants,
licensees, visitors or independent contractors by the
installation use replacement or removal of any fixtures or
fittings;
5.10 to give notice forthwith to the Lessor of any damage that may
occur to the Demised Premises or any damage to or defects in the
water pipes or any other fittings fixtures or other facilities
provided by the Lessor PROVIDED ALWAYS that if such damage or
defect shall have occurred as a result of the default omission or
negligence on the part of the Lessee or its agent servants
licensses visitors or independent contractors, then to repair
forthwith and make good such damage or defects;
5.11 to take reasonable precautions to keep the Demised Premises free
of rodents vermin insects pests and animals;
5.12 at its own costs and expense to install additional
air-conditioners to the existing 2 unit of 500 ton York Chillers
supplied by the Lessor and such fittings as may be necessary for
clean rooms and to remove at its own cost and expense any such
fittings, structural alterations and additions and others it may
make during the Lease and to reinstate the Demised Premises to
the same state and condition before such alterations and addition
were made;
5.13 to take up public liability insurance policy, if necessary;
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5.14 not to carry out any illegal activities or acts which may breach
any law or regulations of this country;
5.15 not to do or permit or suffer to be done anything in or upon the
Demised Premises or any part thereof which may be or become a
nuisance or cause damage to the Lessor, or occupiers of other
property in the neighbourhood;
5.16 not to assign, sublet or part with the possession of the Demised
Premises or any part thereof without the consent in writing of
the Lessor;
5.17 not to keep or permit to be kept with the possession of the
Demised Premises or any part thereof any materials other than
that necessary for the purpose stated in Clause 5.4 which is of a
dangerous or explosive nature the keeping of which may contravene
any statutes or regulations or by-law;
5.18 not to do or permit or suffer to be done anything whereby the
policy or policies of insurance on the Demised Premises against
damage by fire may become void or voidable or whereby the rate or
premiums thereon may be increased and to make good and repay to
the Lessor all sums paid by the Lessor by way of increase in
premium and all expenses incurred by the Lessor in or about and
renewal of such policy or policies rendered necessary by a breach
or non-observance of this covenant without prejudice to the
rights of the Lessor;
5.19 at his own cost and expense to attend to and comply with all
complaints, improvements, requirements and nuisance notices
issued and required by the City Council or under the City Council
by-law in respect of the Demised Premises only whether such
notices be issued to the Lessor or the Lessee and if the Lessee
shall fail to comply with such notices or requirements in respect
of the Demised Premises only the Lessor shall comply with the
same and the Lessee shall on demand pay the Lessor all those
costs and expenses in compliance with the same;
5.20 on the determination on the Lease to yield up peaceably and
deliver up possession together with the Lessor's furniture,
fixtures and fittings, if any, in good and tenantable condition
of the Demised Premises to the Lessor;
5.21 the Lessee shall not make any claim or demand as to the expenses
or costs of whatever renovation or repair done to the Demised
4(r)-25
Premises, if any, unless this Agreement as terminated due to the
default of the Lessor or its servants or agents;
5.22 save and except for reasonable signboards in such position and of
such form colour and design as may be erected by a contractor
displaying the name and business or occupation of the Lessee, not
to affix print or otherwise exhibit or set up on the outer walls
doors windows or any other part of the Demised Premises any
nameplate placard poster advertisement public announcement
business advertisement or other signs whatsoever and save with
the prior consent in writing of the Lessor nor to affix or
project onto the exterior of the Demised Premises or in or about
any part of the Demised Premises, flag staff wireless or
television aerials of other things whatsoever.
5.23 in the event that the Lessee does not exercise the Option to
Renew in Clause 7, to permit the Lessor during the three (3)
months immediately preceding the termination of the term hereby
created to affix and retain without interference to or in any
part of the Demised Premises a notice advertising the same for
re-letting and to permit the Demised Premises to be viewed at
reasonable times by any person duly authorised by the Lessor
Provided That the Lessor and such person authorised by the Lessor
shall comply with all reasonable directions of the Lessee with
respect to the security procedures to be observed at the Demised
Premises;
5.24 to be responsible for and to indemnify the Lessor against all
damage occasioned to the Demised Premises or any part thereof or
any adjacent or neighbouring land or premises or to any person
caused by any act default omission or negligence of the Lessee or
its agent servants licensees visitors or independent contractors
and to pay and make good to the Lessor all and every loss and
damage whatsoever incurred or sustained by the Lessor as a
consequence of every breach or non-observance of the Lessee's
covenants herein contained and to indemnify the Lessor from and
against all actions claims liability costs and expenses thereby
arising;
5.25 to indemnify the Lessor against all claims demands actions losses
damages costs and expenses suffered or incurred by the Lessor
arising out of or in relation to any dangerous or illegal
activities carried out by the Lessee on the Demised Premises;
5.26 not to erect or permit or suffer to be erected any alternative
additions or extensions to the Demised Premises without the
previous consent of the Lessor in writing;
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5.27 under no circumstances shall the Lessor make good or accept
responsibility or liability in respect of any damage or theft or
loss of any property goods articles things whatsoever placed
deposited brought into or left upon the Demised Premises either
by the Lessee or any other person for his own use or for any
other purpose.
6. LESSOR'S COVENANTS
The Lessor covenants and agrees with the Lessee as follows:-
6.1 that if the Lessee shall pay the Rent hereby reserved and observe and
perform the stipulations on their part herein contained they shall
peaceably hold and enjoy the Demised Premises during the Contractual
Term without any interruption by the Lessor or any person rightly
claiming under or in trust for it;
6.2 to grant the Option to Renew the Lease as stated in Clause 7;
6.3 to pay all existing and future quit rents and rates (assessment) and
outgoings payable by law in respect of the Demised Premises hereof;
6.4 to permit the Lessee to commence to fit out and renovate the Demised
Premises for its manufacturing and business activities forthwith upon
execution of this Lease; .
6.5 to keep the roof, main structures, external walls, main drains and
pipes of the Demised Premises in good tenatable repair and condition
at all times during the contractual period;
6.6 to insure and keep the building in which the Demised Premises is
situated and the Demised Premises fully insured for the full cost of
rebuilding and reinstating the same against damage and destruction by
all insurable risks provided that the Lessee shall be responsible for
its own insurance in respect of the Lessee's contents in the Demised
Premises and in case of any such damage or destruction as aforesaid
happening to the Demised Premise or any part thereof to apply any
money received by it in respect thereof under any insurance in
reinstating and restoring the parts thereof so damaged or destroyed.
Subject to and without prejudice to this Clause, if the Demised
Premises or any part thereof shall be rendered unfit for use by reason
of the damage or destruction as aforesaid, the Rent or a fair
proportion of the Rent according to the nature and extent of the
damage or destruction sustained shall ceased to be payable
4(r)-27
until the Demised Premises or the affected part shall have been
rebuilt or reinstated so that the Demised Premises or the affected
part are made fit for occupation or use save and except that in the
event that the Demised Premises cannot be rebuilt and reinstated or if
the Lessee is unable to await the rebuilding and reinstatement of the
Demised Premises, the Lease shall absolutely determine;
6.7 to grant the Lessee the first option or first right of refusal to
purchase the Land together with the building erected thereon at the
same price offered to any other purchaser or if there is no other
purchaser at the fair market value agreed between the Lessor and the
Lessee.
7. OPTION TO RENEW
7.1 If the Lessee:-
7.1.1 has paid the Rent regularly during the Contractual Term;
7.1.2 has reasonably performed and observed the covenants
contained in this Lease;
7.1.3 notifies the Lessor in accordance with Section 7.2 below;
7.1.4 then at the end of the initial Contractual Term the Lessor
shall grant and the Lessee shall take a further lease for
the Renewed Term of the Demised Premises in accordance with
the provisions set out in Section 7.3 below (hereinafter
referred to as "the Renewed Term").
7.2 A notice of exercise of option:-
7.2.1 must state clearly that the Lessee wishes to take a further
lease of the Demised Premises in accordance with the option
contained in the Lease; and
7.2.2 must be served not later than six (6) months before the end
of the period of the initial Contractual Term.
7.3 The provision for the further lease including the rent will be the
same as the provisions of this Lease, with the following exceptions: -
7.3.1 the new lease will begin immediately after the end of
the period of the initial Contractual Term;
4(r)-28
7.3.2 except the term granting the option for a further renewal;
7.3.3 except the rent free period granted to the Lessee for
the Fitting Out Works.
7.3:4 the rent at the commencement of the new Lease will be as
mutually agreed between the Lessor and the Lessee and if the
revised rent has not been agreed by the parties within one
(1) month of the exercise of the Option to Renew, the same
shall be determined by an independent valuer agreed by the
Lessor and the Lessee or failing agreement then by an
independent valuer nominated by the President or its
equivalent for the time being of the INSTITUTE OF CHARTERED
SURVEYORS OF MALAYSIA or its equivalent (hereinafter
referred to as "the Valuer [acting as an expert and not an
arbitrator]") on the application of the Lessee and so that
the revised rent to be determined by the Valuer shall be
such as the Valuer shall decide is the monthly rent at which
the Demised Premises might reasonably be expected to be let
at the date of the exercise of the Option to Renew PROVIDED
THAT the Valuer shall determine the revised rent based upon
the state and condition and structure of the Demised
Premises as at the date hereof and disregard any increase in
the rental value of the Demised Premises attributable to the
existence of any alteration or improvement to the Demised
Premises and/or make a fair allowance to the Lessee in
respect of such alteration or improvement.
8. OPTION TO TERMINATE
8.1 If the Lessee or the Lessor wishes to determine this Lease at any time
after the expiry of the first two (2) years of the Contractual Term
and shall give the other party not less than six (6) months' notice in
writing then upon the expiry of such notice, the Contractual Term
shall immediately cease and determine but without prejudice to the
respective rights of either party in respect of any antecedent claim
or breach of covenant.
8.2 In the event the Lessee fails to complete the Contractual Term or the
Renewed Term of tenancy herein granted, the Lessor shall forfeit the
Deposit (without further notice to the Lessee) as damages for the
remainder of the term of the lease then immediately thereafter this
Agreement shall cease and be void but
4(r)-29
without prejudice to the rights and remedies of either party against
the other in respect of any antecedent claim or breach of covenant.
9. TERMINATION ON DEFAULT
9.1 The Lessor may terminate the Lease in the manner set out below in the
following circumstances:-
9.1.1 if the Rent or any part of it and other moneys owing to the
Lessor under the Lease is or are in arrears for seven (7)
days (whether formerly demanded or not) or if the Tenant
shall go into liquidation whether voluntarily (save for the
purpose of amalgamation or reconstruction) or compulsorily
or it its assigns not being a company shall become bankrupt
or enter into any arrangement for composition with his/their
creditors or it their assign being a company shall be wound
up either voluntarily or compulsorily (except for the
purpose of reconstruction or amalgation);
9.1.2 if the Lessee breaches a material provision of this
Lease and fails to remedy the breach within thirty
(30) days from the date of service of Notice by the
Lessor to do so.
9.2 In the circumstances set out in Clause 9.1, the Lessor may terminate
the Lease by:-
9.2.1 notifying the Lessee to that effect; or
9.2.2 re-entering the Demised Premises and repossessing it; or
9.2.3 doing both.
10. LAW
The Law of Malaysia shall apply for the purpose of governing this Lease and
the Parties shall submit to the jurisdiction of the Courts in Malaysia.
11. COSTS, FEES AND STAMP DUTIES
Each Party shall pay fees and disbursements of its own agents accountants
solicitors and all other costs and expenses incurred by it in relation to
the negotiation, preparation execution and completion of this Lease and the
Lessee shall pay the stamp duty and registration fees in respect of this
Lease.
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12. SERVICE OF DOCUMENT
12.1 Address for Service
-------------------
In this clause:-
12.1.1 "the Lessor's Address" means the following address of the
Lessee or such other address as the Lessor may from time to
time notify to the Lessee as being its address for service
for the purpose of this Lease:-
DELL ASIA PACIFIC SDN.
Xxxx 00, Xxxxx Xxxxx Xxxxxxxxxx Xxxx,
Xxxxx IV, 11900 Bayan Lepas, Penang
12.1.2 "the Lessee's Address" means the following address of the
Lessee or such other address as the Lessee may from time to
time notify to the Lessee as being its address for service
for the purposes of this Lease:-
ASE ELECTRONICS (M) SDN. BHD.
Bayan Lepas Free Industrial Xxxx
Xxxxx XX, 00000 Xxxxxx
12.2 Notice
Any notice or other communication given or made in accordance with
this Lease shall be in writing and:-
12.2.1 may (in addition to any other effective mode of service) be
sent by registered post;
12.2.2 shall (in the case of a notice or other communication
to the Lessor but subject to Clause 12.3:1) be served
on the Lessor at the Lessor's Address;
12.2.3 shall (in the case of a notice or other communication
to the Lessee but subject to Clause (b)) be served on
the Lessee at the Lessee's Address;
12.3 Any notice or other communication given or made in accordance with
this Agreement:-
12.3.1 by or to the Lessor may be given or made by or to the
Lessor's Solicitors on behalf of the Lessor;
4(r)-31
12.3.2 by or to the Lessee may be given or made by or to the
Lessee's Solicitors on behalf of the Lessee.
13. CHANGE OF ADDRESS
Any changes of address by either party must be communicated to the other in
writing.
14. SCHEDULE
The First Schedule hereto shall form part of this Lease and shall be read,
taken and construed as an essential part of this Lease.
15. BREACH BY ANY PARTY
15.1 In the event any party is in breach of any of the stipulations terms
covenants and conditions contained in this Agreement, the offending
party shall indemnify and keep the innocent party indemnified against
or arising from all loss damage costs expenses actions demands
proceedings claim and liability (including all legal fees on a
solicitor and client basis) made against or suffered or incurred by
the innocent party.
15.2 Without prejudice to Clause 15.1, the Lessee shall be entitled to the
remedy of specific performance in the event the Lessor unlawfully or
improperly terminates this Lease at any time before its expiration.
16. WAIVER OR INDULGENCE
Knowledge or acquiescence by either Party of or in any breach by the Lessor
or the Lessee of any of the terms and conditions herein contained or any
indulgence given by either Party to the other shall not operate as or be
deemed to be a waiver of such terms or conditions or any of them and
notwithstanding such knowledge or acquiescence or indulgence, either Party
shall be entitled to exercise its rights and powers under this Lease and to
require strict performance of the terms and condition herein contained.
17. ENTIRE UNDERSTANDING
17.1 This Agreement embodies the entire understanding of the Parties
relating to the Demised Premises and to all the matters dealt with by
any of the provisions of this Agreement. It is expressly declared that
no variation shall be effective unless agreed to by the parties and
confirmed in writing.
4(r)-32
17.2 If any part of this Agreement is found by any court or competent
authority to be invalid, unlawful or unenforceable, then that part
shall be deemed not be part of this Agreement, but this shall not
affect the enforceability of the remainder of this Agreement.
18. PERSONS TO BE BOUND 13Y THIS LEASE
This Agreement shall be binding upon the successors in title and assigns of
the Lessor and the successors in title, nominee, transferee and assigns of
the Lessee.
19. SPECIFIC PERFORMANCE
The Lessor and the Lessee shall be entitled to specific performance of this
Agreement.
20. REPRESENTATION
The Lessor and the Lessee represent, declare and undertake with each other
that:-
20.1 It has the power to execute, deliver and perform the terms of this
Lease and has taken all necessary corporate and other action to
authorise of the execution, delivery and performance of this Lease.
20.2 This Lease constitute the legal valid and binding obligation of the
Lessor and the Lessee in accordance with the terms and conditions
contained in this Lease.
20.3 All consents, approvals, authorisations, licences, orders and
exemptions of any ministry, governmental agency, department or
authority in Malaysia which are required on the part of the Lessor
and/or the Lessee or any of them or which are advisable and the
execution delivery performance and legality or enforceability of this
Lease have been or will be obtained and are in full force and any
conditions contained therein or otherwise applying thereto have been
or will be complied with.
***************
4(r)-33
AS WITNESS the hands of the representatives of the parties the day and year
first above written.
SIGNED by XXXX XXXX KEONG)
for and on behalf of DELL ASIA PACIFIC )
SDN. (Company No. 330298-M)
in the presence of:- /s/ XXXX XXXX KEONG
Xxxxxx Xxx Chow Xxx
Advocate & Solicitor
Penang.
SIGNED by HSIANG DE-WAY)
for and on behalf of ASE ELECTRONICS )
(M) SDN. BHD. (Company No.212592-H)
in the presence of:- /s/ HSIANG DE-WAY
Khoo Boon Chye
Advocate & Solicitor
Penang.
4(r)-34
