WIDE HARVEST INVESTMENT
LIMITED
Suite Nos. 5B and 6A on the
19th Floor of Tower 6,
China Hong Kong City, China Ferry Terminal,
Canton Road, Kowloon.
BAKER & McKENZIE
Solicitors & Notaries
14th Floor
Hutchison House
Harcourt Road Central
Hong Kong
THIS
AGREEMENT is dated
the day
of 2005
BETWEEN the
parties described as the Landlord and the Tenant respectively in
Part I of the First Schedule
WHEREBY IT IS
AGREED as follows:
SECTION I
INTERPRETATION AND AGREEMENT
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1.1
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Interpretation
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In
this Agreement the expressions set out in the Schedules hereto
shall where the context so admits have the meanings respectively
ascribed to them therein.
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1.2
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Joint and several
liability
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In
this Agreement where the context so permits or requires words
importing the singular number include the plural number and vice
versa and words importing a gender include all other genders and
where there are two or more persons included in the expression
“the Tenant” covenants expressed to be made by the
Tenant shall be deemed to be made by such persons jointly and
severally.
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1.3
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Headings and index
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The
headings and covering pages 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.
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2
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Premises Term and
Rent
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The
Landlord shall let and the Tenant shall take, in the state and
condition as it is, ALL THAT the premises more particularly
described and set out in Part II of the First Schedule
(“Premises”) TOGETHER with the use in common with the
Landlord and all others having the like right of the entrances,
staircases, landings, lavatories, corridors and passages in the
Building as defined in Part II of the First Schedule insofar
as the same are necessary for the proper use and enjoyment of the
Premises AND TOGETHER with the use in common with others
having the like right of the lifts escalators and central
air-conditioning service serving the Premises whenever the same
shall be operating for the term set out in Part III of the
First Schedule (“Term”) YIELDING AND PAYING
therefor throughout the Term such rent, Management Fee and
Air-Conditioning Charge (which are unless the context otherwise
requires collectively included in the term
“Rent”)
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- 1 -
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and other
charges as are from time to time payable in advance and in
accordance with the provisions set out in the Second
Schedule.
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1.1
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The
Tenant shall on the signing hereof deposit with the Landlord the
sum or sums specified in Part V of the First Schedule to
secure the due observance and performance by the Tenant of the
covenants, agreements, stipulations, terms and conditions herein
contained and on the part of the Tenant to be observed and
performed.
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1.2
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The
deposit shall be retained by the Landlord throughout the Term
(SUBJECT to the Landlord’s right to forfeit the deposit under
clause 1 of Section IX hereof) without interest and the Tenant
hereby specifically authorises the Landlord (but without prejudice
to any other right or remedy) to apply the deposit in payment of
the amount of any rent, rates, Government rent (if any), Management
Fee and Air-Conditioning Charge and other charges payable hereunder
by the Tenant 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 covenants, agreements, stipulations,
obligations or conditions.
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1.3
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In
the event of any deduction being made by the Landlord from the
deposit the Tenant shall, as a condition precedent to the
continuation of the tenancy, forthwith on demand by the Landlord
make a further deposit (to be held by the Landlord in manner as
aforesaid) equal to the amount so deducted and failure by the
Tenant so to do shall entitle the Landlord to determine this
Agreement and forthwith to re-enter upon the Premises in which
event the deposit shall be forfeited to the Landlord.
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2
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Refund of deposit
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Subject as aforesaid the deposit
shall be refunded to the Tenant by the Landlord without interest
within forty five (45) days after the expiration or sooner
determination of this Agreement and delivery of vacant possession
to the Landlord or after settlement of the last outstanding claim
by the Landlord against the Tenant for any arrears of rent, rates,
Government rent (if any), Management Fee and Air-Conditioning
Charge and other charges and for any breach non-observance or
non-performance of any of the covenants agreements stipulations
terms and conditions herein contained and on the part of the Tenant
to be observed or performed whichever is the later.
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3
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Increase in deposit
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If
there shall for whatever reason be any increase in the rent and/or
Management Fee and Air-Conditioning Charge and/or rates and
Government rent (if any) during the Term, the Tenant shall upon
such increase becoming applicable pay to the Landlord as a
condition precedent to the continuation of the tenancy by way of
increase in the said deposit a sum proportional to the said
increase to restore the ratio of deposit to the rent and Management
Fee and Air-Conditioning Charge and rates and Government rent (if
any) to that previously subsisting.
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4
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Transfer of deposit
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In
the event that the Premises and/or this Agreement shall be assigned
by the Landlord to any person(s), the Landlord shall be entitled as
incidental to such assignment to transfer directly the Deposit or
the balance thereof to the assignee, after making any deduction in
manner aforesaid (whether with or without the consent of the
Tenant) PROVIDED that the assignee shall undertake with the Tenant
to refund such deposit or balance thereof in accordance with the
provisions hereof, whereupon the Landlord shall be released from
any and all further obligations to the Tenant in respect of the
said Deposit, and the Tenant shall thereafter have no claim
whatsoever against the Landlord in respect thereof. The Tenant
shall if required by the Landlord (but not at the cost of the
Tenant) enter into, sign, and execute such agreements, deeds or
documents in such form and substance to the satisfaction of the
Landlord, to release the Landlord from its obligation in respect of
the refund of the deposit or balance thereof. In the event of there
being a bank guarantee the Tenant will upon request provide a
substitute guarantee in favour of the assignee in exchange for that
provided to the Landlord.
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SECTION III
TENANT’S OBLIGATIONS
The Tenant
hereby agrees with the Landlord as follows:-
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1.
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Rent and Management Fee,
etc.
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1.1
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To
pay the rent as set out in Part I of the Second Schedule in
advance in respect of the Premises and 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 of days in the
month included in the Term.
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1.2
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To
pay and discharge at the same time and in the same manner as the
rent is payable the Management Fee and Air-Conditioning Charge and
any other service and maintenance charges payable by the owner or
occupier of the Premises or (as the case may be) the Landlord
including (without limitation) such charges as may be demanded from
time to time by the Building Manager or
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Management Committee or similar
Management Body for the time being of the Building (if any) and/or
those charges payable in respect of the Premises pursuant to or by
virtue of the Deed of Mutual Covenant and Management Agreement
relating to the Building, and subject to revision in accordance
with Clause 1.5 of Section III, the Management Fee and
Air-Conditioning Charge payable at the Commencement of the Term is
set out in Part II of the Second Schedule.
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1.3
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If
the day on which the rent, the Management Fee and Air-Conditioning
Charge or additional outgoings or other payments fall due under
this Agreement is a public holiday, the relevant payment of rent,
Management Fee and Air-Conditioning Charge or additional outgoings
or otherwise shall be due and payable on the preceding business
day. For Ihe avoidance of doubt, “business day” means a
day on which banks are ordinarily open for business in Hong
Kong.
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1.4
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If
payment is made by the Tenant by cheque, such cheque must be good
for payment and reach the office of the Landlord before 3:30 p.m.
in the afternoon if such payment is made on any weekday except
Saturday, and before 11:30 a.m. if such payment is made on a
Saturday, failing which the payment shall be deemed to have been
paid by the Tenant on the following business day, and the Tenant
shall be deemed to have defaulted in making due payment.
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1.5
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If
at any time and from time to time during the Term the operating
cost relative to the supply of the air-conditioning and/or the
costs and expenses for the provision of management services to the
Building and/or the Premises shall have risen over the costs
prevailing at the commencement of the Term the Landlord shall be
entitled to serve one (1) month’s notice in writing upon
the Tenant to increase the charges or any of them by appropriate
amount(s) and thereafter such increased charges shall prevail. The
Landlord’s assessments of the appropriate increase shall be
conclusive and binding on the Tenant.
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1.6
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If
the Tenant should require air-conditioning outside the normal
air-conditioning supply hours set out in the Fifth Schedule,
subject to the Tenant’s giving to the Landlord not less than
24 hours prior notice in writing, additional air-conditioning will
normally be provided on condition that the additional
air-conditioning shall be applied in units of one hour and at least
two hours on each occasion at such rate as may be charged by the
Landlord from time to time.
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2
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Rates and Government Rent (if
any)
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2.1
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To
pay and discharge punctually during the Term all rates, Government
rent (if any), taxes, assessments, duties, charges, impositions and
outgoings of an
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annual or recurring nature
whatsoever now or hereafter to be assessed imposed or charged on
the Premises or upon the owner or occupier in respect of the
Premises or any part thereof by the Government of the Hong Kong
Special Administrative Region or other lawful authority (Property
Tax alone excepted) on the 1 st day of the months of
January, April, July and October.
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2.2
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Without prejudice to the generality
of clause 2.1, the Tenant shall pay to the Landlord all rates and
Government rent (if any) imposed on the Premises by the Government
and as and when demanded by the Landlord, who shall settle the same
with the Government of the Hong Kong Special Administrative
Region.
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2.3
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In
the event of the Premises not yet having been assessed to rates
and/or the Government rent (if any), the Tenant shall pay to the
Landlord a sum (which shall be computed on the basis of the
prevailing percentages of the rateable value of the Premises for
rates and/or the Government rent (if any) for the corresponding
quarter) as shall be required by the Landlord as a deposit by way
of security for the due payment of rates and/or Government rent (if
any) subject to adjustment on actual rates and/or the Government
rent (if any) assessment being received by the Landlord from the
Government of Hong Kong Administrative Special Region.
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3
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Water & electricity
charges
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To
pay and discharge punctually during the Term all charges (including
all deposits) in respect of water, electric light, power and
telephones as may be shown by the separate meter or meters
installed upon the Premises or by accounts rendered to the
Tenant.
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4
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User
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To
use the Premises only for the purposes set out in Part IV of
the First Schedule hereto and for no other purpose
whatsoever.
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5
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Entry by Landlord
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5.1
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To
permit the Landlord and its agents with or without workmen and all
persons authorised by it and with or without appliances at all
reasonable times upon prior notice to enter upon the Premises and
if necessary, to remain at the Premises:
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(a)
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to
take inventories of fixtures and fittings therein and to cany out
any maintenance works or repairs to the Landlord’s
installations inside the Premises which are in the opinion of the
Landlord necessary and proper to be done;
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(b)
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to
examine the state and condition thereof and of the fixtures and
fittings therein, including but not limited to the central
air-conditioning unit;
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(c)
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to
execute any works of renewal cleaning alteration or repair to any
adjacent or neighbouring premises or to the Building without any
claim for damages or indemnity against the Landlord; and
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(d)
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to
do such work as may be deemed necessary to preserve the exterior
walls or any part of the structure of the Building from injury or
damage from any excavation or other building works as may be made
or authorised in the vicinity of the Building
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and
the Tenant shall deposit with the Landlord a key or key(s) to the
Premises to enable the Landlord to enter into the Premises in the
event of emergency, and unless key(s) are so deposited with the
Landlord, in the event of emergency the Landlord or its agents may
without notice enter upon the Premises forcibly, and the Tenant
shall at its own expense reinstate the entrance door to the
Premises to its original state and condition without any claim for
damages or indemnity against the Landlord.
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5.2
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To
permit the Landlord and all persons authorised by it at all
reasonable times to show the Premises to prospective tenants during
the last three months of the Term or to prospective purchasers at
any time during the Term.
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6
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Repairs
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Upon receipt of notice from the
Landlord to forthwith make good all defects and wants of repair for
which the Tenant is responsible hereunder and if the Tenant should
not within seven (7) days after the service of such notice
proceed diligently with the making good of all defects and the
carrying out of such repair then to permit the Landlord to enter
upon the Premises and to make good the said defects and carry out
such repair. The costs thereof shall be paid by the Tenant and be a
debt due from the Tenant to the Landlord and be forthwith
recoverable by action.
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7
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Close windows
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To
keep all windows and doors of the Premises closed and to permit the
Landlord or its servants and agents and others from time to time
during the Term to enter upon the Premises for the purpose of
closing any doors or windows.
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8
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Notify Landlord of
damage
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To
notify the Landlord or its agent of any accidents to or defects in
the water pipes electrical wires or fittings fixtures or other
facilities provided by the Landlord within the
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Premises whether or not the Tenant
is liable hereunder for the repair of the same forthwith upon the
Tenant’s becoming aware (whether actually or constructively)
of the same arising.
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9
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Interior fitting out
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9.1
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To
fit out the interior of the Premises at the Tenant’s expense
in accordance with the requirements and provisions set out in the
Third Schedule.
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9.2
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Fitting out works in the Premises to
be carried out by the Tenant shall be carried out in accordance
with plans drawings and specifications as that have been first
submitted under clause 10 below and have been approved in writing
by the Landlord. Such works shall be carried out in a good and
proper workmanlike fashion with good quality materials and with all
necessary Government licences permits authorities permissions and
consents.
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9.3
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Upon completion of the fitting out
work to the satisfaction of the Landlord, the Tenant shall
throughout the Term maintain the Premises in good repair and
condition to the satisfaction of the Landlord. The Tenant will not
cause or permit to be made any alteration variation or addition to
the approved interior design or layout of the Premises and may not
commence any further fitting out works upon the Premises without
the prior written consent of the Landlord. Any fitting out of the
Premises adjoining a common area shall be of a style nature and
standard as may be required by the Landlord and the work shall be
carried out at the cost of the Tenant. In carrying out any approved
work the Tenant shall obey and cause his servants agents
contractors and workmen to obey and comply with all instructions
and directions prescribed by the Landlord, the Landlord’s
agent, or the Building Manager of the Building.
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9.4
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To
employ at the Tenant’s expense only such contractors as are
nominated by the Landlord from time to time for the purpose of
designing and carrying out and installing all the necessary
building services and builders’ work as hereinafter defined
in the Premises in manner as prescribed by the Landlord or its
nominated contractors and in particular to observe and comply with
the conditions and requirements as stated in the Tenant’s
Fitting-Out Guide. The expression “building services”,
means all mechanical and electrical engineering work and
arrangements relating to the Premises including but not confined to
electrical, plumbing, building automation and fire fighting
installations. The expression “builders’ work”
shall mean all renovation works not specified under “building
services” including but not confined to light tracks, light
troughs and graphics panels.
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9.5
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To
pay a vetting charge to the Building Manager for its checking of
the fitting out plans and inspection of the fitting-out works, and
pay the sum demanded by
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the Building
Manager as a refundable deposit as security for any damage to the
Building caused as a result of the Tenant’s works and the
removal of any debris.
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10
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Submission of
information
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10.1
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The
Tenant shall furnish to the Landlord full details of all
specifications, prints, copies, and drawings information or
materials as and when required by the Landlord and shall cause the
same to be delivered to the Landlord’s office.
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10.2
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The
Tenant shall provide the Landlord with the following:-
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(a)
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Three sets of elevations to describe
the space with all electric outlets.
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(b)
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Three copies of the reflected
ceiling plan with a schedule indicating the voltage, type, wattage,
quantity and location of outlets for all light fittings and
air-conditioning.
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(c)
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Three copies of the floor plan with
partitions.
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(d)
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Three copies of the office layout
prints of all case work including the location of all sockets,
switches, fuse box, telephone points, size, weight and location of
the safe, if any.
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10.3
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Prior to the commencement of any
works, the Tenant shall furnish the Landlord with the following
information :-
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(a)
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The
names and address(es) of the appointed designer/agent for the
Premises, the general contractor(s) to be engaged in the
construction of the Tenant’s work and the Tenant’s
authorised agent/representative.
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(b)
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The
proposed commencement date of the interior decoration works and the
estimated date of completion thereof, and the projected date of
opening of the Premises for business.
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(c)
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Office layout drawings in triplicate
for the Landlord’s written approval.
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11
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Inspection by
Landlord
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To
permit the inspection of all Tenant’s work by the Landlord,
the Landlord’s Architect and Landlord’s General
Contractor from time to time during the period in which
Tenant’s work aforesaid is being performed.
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12
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Reimbursement to
Landlord
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The
Landlord shall have the right to perform on behalf of and for the
account of the Tenant, subject to reimbursement by the Tenant, any
of the Tenant’s work which the Landlord determines shall be
so performed. Such work shall be limited to work which the Landlord
deems necessary to be done on an emergency basis, work caused by
the Tenant’s, fault, and work, which pertains to structural
components, the general, utility systems for the Building and the
erection of temporary safety barricades and temporary signs during
construction.
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13
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Good repair of
interior
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To
keep all the interior of the Premises, the flooring and interior
plaster or other finishing material or rendering to walls floors
and ceilings, and the Landlord’s fixtures and additions
including the central air-conditioning unit, doors, window, fan
coil units, air ductings, electrical installation wiring piping and
fittings for light, power and water in good clean, tenantable and
proper repair and condition and properly preserved and painted as
may be appropriate when from time to time required and to so
maintain the same throughout the Term at the expense of the Tenant
and deliver up the same to the Landlord at the expiration or sooner
determination of the Term in such repair and the like condition
(fair wear and tear excepted) PROVIDED that the Tenant shall
reimburse to me Landlord the cost of repairing or replacing any
air-conditioning units or other part of the air-conditioning
apparatus or installation within the Premises which is damaged or
rendered defective due to the act or neglect of the
Tenant.
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14
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Fire fighting and security
system
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To
ensure at all times that all fire alarms, fire fighting equipment,
roller shutters and other equipment for security purposes provided
by the Landlord are not disrupted, interrupted, damaged or caused
to be defective through the act, default or neglect of the Tenant,
his servants, agents, licensees or customers. The Tenant may not
under any circumstances cover up any hose-reel, break-glass unit or
alarm bell.
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15
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Electrical testing
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To
test all circuits for shorts and earthing and to balance loads on
all panels.
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16
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Passage of wires pipes cables
etc
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The
Tenant agrees that permanent utility lines may pass through the
ceiling cavity of the Premises to service other premises and areas
in the Building.
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17
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Emergency lighting
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To
provide battery operated type emergency lighting and exit signs in
locations within the Premises as required by any codes and
regulations, and as deemed necessary by the Landlord.
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18
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Earthing
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To
provide earthing within the Premises as required by any codes and
regulations from time to time in force.
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19
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Statutes, codes &
ordinances
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To
comply with all applicable statutes, codes, ordinances and other
regulations for all work performed by or on behalf of the Tenant
within the Premises and the Landlord’s or the
Landlord’s agent’s approval of plans, specifications,
calculations or otherwise of the Tenant’s work shall not
constitute any implication, representation or certification by the
Landlord that the works are in compliance with said statutes,
codes, ordinances, and other regulations.
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20
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Rules and regulations made by the
Building Manager
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To
observe faithfully and comply strictly with the Building rules and
regulations as set out in the Fourth Schedule hereto and such other
rules and regulations as the Landlord or the Landlord’s
agents or the Building Manager of the Building may from time to
time prescribe for the proper management and maintenance of the
Premises and the Building. Notice of any additional rules or
regulations shall be given in such manner as the Landlord or the
Building Manager may elect. Such rules and regulations shall be
binding upon the Tenant and shall have the same force and effect as
if set out in the body of this Agreement.
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21
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First class office
premises
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To
fit out, use, manage and otherwise maintain the Premises so as not
to prejudice the goodwill and reputation of the Building as first
class office premises.
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22
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Protection from
typhoon
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To
take all reasonable precautions to protect the interior of the
Premises against damage by storm or typhoon or the like threats and
in particular to ensure any exterior doors and windows are securely
fastened upon the threat of such adverse weather
conditions.
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23
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Third party insurance
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To
effect and maintain throughout the Term insurance cover in respect
of the Tenant’s obligations under Section V with a
reputable insurance company to the satisfaction of the Landlord and
to produce to the Landlord, as and when so required by the
Landlord, the policy of such insurance together with the receipt
for the last payment of premium and a certificate from the relevant
insurance company that the policy is fully paid up and in all
respects valid and subsisting, in default of which the Landlord
shall be entitled (but not obliged) at the Tenant’s expense
to effect such insurance cover. The policy of such insurance shall
be in the name of the Tenant and endorsed to show the interest of
the Landlord in the Premises and the Building and shall be in such
amount as the Landlord may from time to time stipulate and shall
contain a clause to the effect that the insurance cover thereby
effected and the terms and conditions thereof shall not be
cancelled modified or restricted without the prior written consent
of the Landlord.
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24
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Insurance of Contents
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To
be wholly responsible for any loss or damage to property within the
Premises including without limitation all furniture fixtures
fittings goods chattels samples personal effects contents and to
effect with a reputable insurance company adequate insurance cover
for the same in their full replacement value against all risks
including without limitation those risks perils or under
circumstances for which the Landlord’s liability is expressly
or impliedly excluded under this Agreement. The Tenant undertakes
to produce and make available to the Landlord as and when so
required by the Landlord copies of the policy of such insurance
together with the receipt for the last payment of premium and a
certificate from the relevant insurance company that the policy is
fully paid up and in all respects valid and subsisting.
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25
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Cleaning Service
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To
keep the Premises including all windows and lights at all times in
a clean and sanitary state and condition. No other cleaning
contractors for the internal cleaning of the Premises shall be
employed by the Tenant without the Landlord’s or the
Manager’s prior written consent.
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26
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Cleaning drains, etc.
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In
the event of the pipes, drains, ducts, sanitary or plumbing
apparatus of the Building becoming choked or stopped up owing to
the careless or improper use by the Tenant its servants agents
licensees invitees the Tenant shall pay to the Landlord the costs
incurred in cleaning and clearing the same from
obstruction.
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27
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Replacement of broken
windows
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To
replace or to reimburse the Landlord for the cost of replacing any
broken or damaged windows and/or glass panels and fixtures within
and/or encompassing the Premises whether the same be broken or
damaged by the negligence of the Tenant or owing to circumstances
beyond the control of the Tenant.
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28
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To make good damage
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To
take good care of the fixtures fittings including but not limited
to the central air-conditioning unit and other articles provided by
the Landlord within the Premises and to make good and pay for all
damage caused by the Tenant its servants or licensees to any of
them. The Tenant may not remove any of them from the Premises and
shall deliver up the same to the Landlord at the expiration or
sooner determination of the tenancy in good condition.
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29
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Maintenance of sanitary and water
apparatus
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To
keep the sanitary and water apparatus (if any) used exclusively by
the Tenant and his servants agents licensees workmen or visitors in
good, clean and tenantable repair and condition (fair wear and tear
excepted) to the satisfaction of the Landlord and in accordance
with the Regulations or bye-laws of all Public Health and other
Government Authorities concerned or to use in common with others
the lavatories and washing accommodations and facilities provided
by the Landlord in the Building and not to permit or suffer the
same to be used in any improper manner or whereby the soil or waste
pipes may become impeded or blocked and at all times to indemnify
the Landlord against liability for damage by the escape of water
thereby caused to the properties or effects of the tenants or
occupiers of the other part of the Building.
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30
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Vermin
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To
take all due precautions to prevent the Premises from becoming
infested with insects or vermin. The Tenant shall employ at its own
expense such pest extermination contractors as the Landlord may
require and at such intervals as the Landlord may direct. Without
prejudice to the aforesaid, in the event of the Premises becoming
so infested, the Tenant shall pay for the cost of extermination or
deinfestation as arranged or approved by the Landlord and the
selected exterminators shall be given full access to the Premises
for such purpose.
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SECTION IV
RESTRICTIONS AND PROHIBITIONS
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1
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Breach of Government
Lease
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Not
to do or cause to be done or suffer or permit any act deed matter
or thing whatsoever which constitutes a breach of any of the terms
and conditions in the Government Lease or Conditions under which
the Premises are held or in contravention of any of ordinances
regulations by-laws rules notices requirements or restrictions or
prohibitions imposed by any appropriate government authority in
connection with the Premises or any trade that is now or may
hereafter be declared an offensive trade by any government
authority.
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2
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Breach of Deed of Mutual Covenant,
etc.
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Not
to do or cause to be done or suffer or permit any act deed matter
or thing whatsoever which shall or may amount to a breach of the
covenants terms and provisions of the Deed of Mutual Covenant and
Management Agreement (if any) relating to the Building so far as
they relate to the occupation and use of the Premises and to
indemnify the Landlord against all and any breach non-observance or
non-performance thereof.
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3
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Breach of insurance
policy
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Not
to do or permit or suffer to be done any act deed matter or thing
whatsoever whereby the insurance on the Building against loss or
damage by fire and/or other insurable perils and/or claims by third
parties for the time being in force may be rendered void or
voidable or whereby the premium thereon may be increased Provided
that if as the result of any act deed matter or thing done
permitted or suffered by the Tenant the premium on any such policy
of insurance shall be increased the Landlord shall be entitled
without prejudice to any other remedy hereunder to recover from the
Tenant the amount of any such increase.
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4
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Subletting and
assigning
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Not
to assign underlet transfer licence share or otherwise part with
the possession of the Premises or any part thereof either by way of
subletting lending sharing or other means whereby any organization
company firm or 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
therefor. This tenancy is personal to the Tenant named in this
Agreement and without in any way limiting the generality of the
foregoing the following acts and events shall, unless previously
approved in writing by the Landlord, be deemed to be breaches of
this clause:-
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4.1
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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.
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- 13 -
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4.2
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In
the case of a tenant who is an individual (including a sole
surviving partner of a partnership tenant) the death insanity or
disability of that individual to the intent that no right to use
possess occupy or enjoy the Premises or any part thereof shall vest
in the executors administrators personal representatives next of
kin trustee or committee of any such individual.
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4.3
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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.
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4.4
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The
giving by the Tenant of a Power of Attorney or similar authority
whereby the donee of the Power obtains the right to use possess
occupy or enjoy the Premises or any part thereof or does in fact
use possess occupy or enjoy the same.
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4.5
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The
change of the Tenant’s business name without the previous
written consent of the Landlord and in connection with any
application for consent under this provision, the Landlord may
require the Tenant to produce such evidence as the Landlord may
think fit to show that no breach of
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