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Tenancy Agreement From 16 April 2023 To 15 April 2025 Between Manulife Holdings Berhad and SOCAR Final 27.02.2023.0331UTC
Tenancy Agreement From 16 April 2023 To 15 April 2025 Between Manulife Holdings Berhad and SOCAR Final 27.02.2023.0331UTC
Tenancy Agreement From 16 April 2023 To 15 April 2025 Between Manulife Holdings Berhad and SOCAR Final 27.02.2023.0331UTC
BETWEEN
AND
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TENANCY AGREEMENT
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A TENANCY AGREEMENT made the day month and year as stated in Section 1 of
the First Schedule annexed hereto between the party whose name and description
are stated in Section 2 of the First Schedule annexed hereto (the “Landlord” which
expression where the context so admits shall include its successors-in-title and
permitted assigns) of the one part AND the party whose name and description are
stated in Section 3 of the First Schedule annexed hereto (the “Tenant” which
expression where the context so admits shall include its successors-in-title and
permitted assigns) of the other part. For the avoidance of doubt, the Landlord and the
Tenant shall individually be referred to as a “Party” and shall collectively be referred
to as the “Parties”.
WHEREAS:
1.1 Wherever used in this Agreement unless the context shall otherwise require,
the following expressions shall have the following meanings set out opposite it:
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“Business Hours” : The opening hours of the Tenant which
are subject to review and amendment by
the Landlord from time to time but are
currently set as follows:
Mondays to Fridays
8.30 am to 5.30 pm
Saturdays/Sundays
Closed
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“Monthly Rental” : Monthly Rental mentioned in Section 7 of
the Second Schedule and as may be
varied in the manner provided herein.
“Ringgit” and the : The lawful currency for the time being of
abbreviation “RM” Malaysia.
1.2 Words importing the masculine gender only include the feminine and neuter
genders.
1.3 Words importing the singular shall include the plural and vice versa.
1.5 All references to Clauses and Schedules are unless otherwise provided,
references to clauses and schedules of this Agreement.
1.6 The headings of this Agreement are inserted for convenience only and shall not
define or limit the provisions hereof.
1.7 Where there are two or more persons included in the expressions the
“Landlord” and/or the “Tenant” all covenants agreements and stipulations
expressed to be made by the Landlord shall be deemed to be made by such
persons jointly and severally.
2. TERMS OF TENANCY
2.1 The Landlord agrees to let and the Tenant agrees to take the Demised
Premises more particularly described in Section 4 of the First Schedule hereto
for a term specified in Section 1 of the Second Schedule hereto (“Term”), and
at the Monthly Rental rate as specified in Section 7 of the Second Schedule
hereto subject to the terms and conditions of this Agreement including but not
limited to the following:
(a) the rights to be enjoyed in common with the Landlord and all other
persons entitled thereto to the free and uninterrupted passage and
running of water, soil, electricity through the sewers, drains, pipes, wires
and cables serving the Demised Premises which are now or may
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hereafter during the Term hereby created be constructed, installed or
laid in or under the Demised Premises and/or the said Land and all every
or other part or parts of the Building not forming part of the Demised
Premises; and
(b) the right for the Tenant and its servants, licensees and invitees using
and visiting the Demised Premises to use, in common with the Landlord
and all other persons having the like right, the entrances, entrance halls,
corridors, passage ways, passenger and service lift, staircases and
toilets of, to, on and in the Building and the access roads on the said
Land for all purposes connected with the Demised Premises including
passing and repassing at all times to and from the Demised Premises.
2.2 The Monthly Rental for the Demised Premises stipulated in Section 7 of the
Second Schedule hereto shall be due and payable in advance in the manner
and at the time stipulated in Section 9 of the Second Schedule hereto.
2.3 The Monthly Rental is inclusive but not limited to the provision of the following
services by the Landlord:
(a) adequate lighting for entrances, halls, stairs, landings, lavatories, lifts,
passage ways and other parts of the Common Areas during the
Business Hours;
PROVIDED ALWAYS that the Landlord shall not be liable or responsible to the
Tenant or any other person whatsoever for the breakdown,
non-functioning or non-provision totally or partially of any of the services
enumerated above consequent upon or arising as a result of strike, lock-outs,
riot, disorder, civil commotion, war or enemy action, storm, tempest, flood, earth
movements, earthquakes or any such other causes of act of God PROVIDED
ALWAYS that after the cessation of such event or events herein mentioned, the
Landlord shall take steps to restore the services as soon as may be reasonably
possible but the time taken to restore the services shall not be later than three
(3) Working Days from the cessation of such events.
2.4 The Tenant is responsible for their own meter for the supply of electricity and
water and all other relevant utilities consumed by them in respect of the
Demised Premises. All electricity connections and distribution serving the
Demised Premises will be in accordance with requirements of the Landlord
through designated Tenant supply panels. Separate circuits must be
maintained for the Building’s lighting system.
2.5 As security for the due observance and performance of the stipulations, terms
and conditions as herein reserved and contained by the Tenant, (i) upon the
execution of this Agreement and prior to the occupation of the Demised
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Premises, the Tenant shall pay to the Landlord the first Monthly Rental; and (ii)
the Tenant shall pay the sum stipulated in Section 10 of the Second Schedule
(the “Security Deposit”) within thirty (30) days from the date of the Tenant’s
acceptance of the Letter of Offer.
2.6 Prior to the occupation and commencement by the Tenant of renovation works
of the Demised Premises the Tenant shall get prior consultation and approval
of the design and concept from the Landlord and shall pay to the Landlord the
electricity and water supply deposits stipulated in Section 11 of the Second
Schedule (the “Utilities Deposit”) within thirty (30) days from the date of the
Tenant’s acceptance of the Letter of Offer. Subject to item 8 in the Letter of
Offer on early termination, the Utilities Deposit shall be repaid free of interest to
the Tenant upon the determination of the tenancy hereby created less such
sum(s) as may be due and outstanding to the Appropriate Authority.
2.7 Subject to item 8 in the Letter of Offer, the Rental Deposit shall during the
Agreement be:
(b) utilised by the Landlord to remedy the breach by the Tenant in the
observance and performance of any of the covenants, stipulations terms
and conditions herein contained, and refund the balance, if any, to the
Tenant, free of interest, upon the expiry or sooner determination of the
tenancy hereby created.
2.8 The Monthly Rental for the Demised Premises stipulated in Section 7 of the
Second Schedule hereto shall be due and payable in advance in the manner
and at the time stipulated in Section 9 of the Second Schedule hereto. In the
event that the Tenant fails to pay the Monthly Rental in line with this Clause 2.7,
the Landlord may charge interest of ten (10%) per annum for all outstanding
Monthly Rental from the date that such Monthly Rental becomes due and
payable until the date of payment by the Tenant.
2.9 All fitting out works shall comply with the requirements of the Fitting Out
Handbook and subject to a Renovation Deposit of RM5,000.00 payable prior to
the commencement of the fitting out works. The aforementioned Renovation
Deposit shall be refunded free of interest upon the completion of the fitting out
works in accordance with the plans pre-approved by the Landlord in compliance
with the terms of the Fitting Out Handbook and to the Landlord’s expectations
(if any) which shall be communicated in advance to the Tenant.
2.10 The Parties agree that it is in their mutual best interest that the Building and the
Demised Premises be operated and maintained in a manner that is
environmentally responsible. The Tenant will co-operate with the Landlord in its
implementation of various Green Building, energy saving and other
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conservation efforts and/or comply with any pending or future legislation
requiring building owners and occupants to comply or act on any future
legislation related to the foregoing implemented in Malaysia.
3. TENANT'S COVENANTS
3.1 to pay the Monthly Rental hereby reserved on the days and in the manner
aforesaid;
3.2 to pay to the Appropriate Authority, the deposits and all charges due for the
supply of electricity, telephone to the Demised Premises and to pay and
discharge all charges, outgoings, refuse collections conservancy and any
services relating to sewerage treatment and disposal in respect thereof to the
Demised Premises PROVIDED ALWAYS that if the Tenant shall require
electricity supply in excess of the supply arrangement as provided for in the
distribution fuse board as installed, the Tenant shall obtain the prior approval in
writing of the Landlord as well as the approval of Tenaga Nasional Berhad for
such increase or revision. The Tenant shall be liable for any damages or loss
suffered by the Landlord arising from a breach thereof or any loss suffered by
the Landlord arising from the result of such overloading by the Tenant;
3.3 to keep and maintain the interior of the Demised Premises, the flooring and
interior plaster or other surface material or rendering on walls and ceilings,
including all necessary pest control and the Landlord's fixtures thereon
including doors, windows, glass, shutters, locks, fastenings, electric wire,
installations and fittings for light and power and other fixtures and additions
thereto of which the Tenant has exclusive use as the sole occupant (if so) in
good and tenantable repair and clean condition (reasonable wear and tear and
damage by the storm and tempest, act of God, riot and civil commotion
exempted). The Tenant shall replace or repair any internal part of the Demised
Premises and the Landlord's fixtures and fittings therein, if any, which shall be
broken or damaged due to malicious negligence or careless acts or omissions
of the Tenant and further that if any damage is caused to the Landlord or to any
person whomsoever directly or indirectly through the said damaged condition
of any part of the interior of the Demised Premises (including flooring, walls,
ceilings, doors, windows and other Landlord's fixtures) the Tenant shall fully
indemnify the Landlord against all claims, demands, actions and legal
proceedings whatsoever made upon the Landlord by any person in respect
thereof;
3.4 with prior written notification from the Landlord of not less than three (3)
Working Days, to permit the Landlord and its agents with or without workmen
and others and with or without appliances during Business Hours to enter upon
the Demised Premises and to view the condition thereof and in the event that
the Landlord shall at any time during the continuance of this Tenancy serve
upon the Tenant any notice specifying any reasonable repairs to be done, the
Tenant shall forthwith attend to the repairs as requested by the Landlord and if
the Tenant shall not within fourteen (14) Working Days after its receipt of such
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notice proceed diligently with the execution of such repairs, then the Tenant
must permit the Landlord with/without workmen to enter upon the Demised
Premises in order to execute such repairs and the costs thereof shall be a debt
due from the Tenant to the Landlord and be forthwith recoverable by action. For
the avoidance of doubt, the application of this Clause does not apply to the
Landlord’s covenant under Clause 4.4;
3.5 to permit the Landlord, its agents with or without workmen after Business Hours
and upon giving prior written notice of three (3) Working Days to the Tenant
(save and except in the cases of emergency) to enter upon the Demised
Premises, for servicing, maintenance, refurbishment, repairing or upgrading of
any installations or apparatus or mechanical and electrical systems including
any works required to be done by the Landlord pursuant to Clause 4.4 at the
Demised Premises with minimal interruption and/or interference to the Tenant’s
business. In the event such servicing, maintenance, refurbishment, repairing or
upgrading works cause any failure of supply or interruption in any of the
services or facilities for the Demised Premises or the Building, the Landlord
shall not (except in cases of interruption due to the Landlord’s wrongful act or
negligence), be liable to the Tenant nor shall the Tenant have any claim against
the Landlord;
3.6 if any additions or alterations are made to the Demised Premises with the
written consent of the Landlord, the Tenant shall at its own cost reinstate the
Demised Premises to a clean and acceptable condition that is reasonably
satisfactory to the Landlord, at the expiration of this Agreement;
3.7 to use and occupy the Demised Premises subject only to the obtaining by the
Tenant of all necessary town planning and other requisite statutory license,
permit and/or authorisation solely and exclusively for the lawful business for the
Tenant's business within the permitted use stipulated in Section 5 of the First
Schedule hereto (“Permitted Use”);
3.8 except for the elevator lobbies in the Building for access to and from Demised
Premises, not to use or permit to be used the elevator lobbies of the Building
without the prior written consent of and under conditions determined strictly by
the Landlord at its sole discretion;
3.9 to conduct its operations in the Building and within the Demised Premises to
minimise:
(a) direct and indirect energy consumption and greenhouse gas emissions;
(b) water consumption;
(c) the amount of material entering the waste stream; and
(d) negative impacts upon the indoor air quality of the Building and Demised
Premises;
3.10 not to use or permit to be used the Demised Premises for any purpose other
than for carrying on the Permitted Use and the Tenant will not permit or suffer
the Demised Premises or part thereof to be used for:
(a) any illegal or immoral activities which may adversely affect the
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interest or reputation of the Building;
(g) the sale of coffins or caskets or similar articles or products relating thereto.
Any change of use desired by the Tenant during the course of the Tenancy may
or may not be granted by the Landlord but such consent shall not be
unreasonably withheld;
3.11 at all times during Business Hours, keep the Demised Premises open for
business and the Tenant shall at all times during Business Hours keep the lights
in the Demised Premises (including the entrance and all signs erected within
the Demised Premises) fully lighted;
3.12 at all times during the Business Hours, keep all entrances to the Demised
Premises open and not store any goods or cause any obstruction or disallow or
discourage the use by customers invitees and the like of any of the aforesaid
entrances to the Demised Premises;
3.13 not to keep the Demised Premises open for business at or during any time or
times prohibited by law;
3.14 to abide with any reasonable decision of the Landlord to close the Building
when necessary for safety or maintenance reasons and/or compliance with
guidelines from Appropriate Authority for a certain reasonable period of time as
notified in writing to the Tenant by the Landlord from time to time at least one
(1) month from the intended closure period and the Landlord’s decision shall be
final and binding on the Tenant. During the aforesaid closure period, the
Monthly Rental payable shall be withheld until the Building is reopened for use
by the Tenant for its Permitted Use. In the event the Tenant shall commit a
breach of this rule, the Landlord shall not be liable for any loss damage or injury
suffered by the Tenant in relation to the Tenant’s business, assets or person as
a result of the Tenant’s failure to abide with the Landlord’s decision;
3.15 not to hold or permit to be held any sale by auction upon the Demised Premises
or any part thereof;
3.16 to indemnify and keep indemnified the Landlord against summons, actions,
proceedings, claims and demands costs damages and expenses which may be
levied brought or made against the Landlord or which the Landlord may pay
sustain or incur by reason of any negligence or act omission or use of the
Demised Premises by the Tenant, its servants, agents, licensees or invitees in
breach of this Agreement;
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3.17 upon the receipt of any notice, order, direction or other thing from an
Appropriate Authority affecting or likely to affect the Demised Premises whether
the same shall be served directly on the Tenant or other person whatsoever the
Tenant will so far as such notice, order, direction or other thing or the ordinance
regulations or other instrument under and by virtue of which it is issued or the
provisions hereof, require of the Tenant to do so comply therewith at its own
expense and will forthwith deliver to the Landlord a copy of such notice order
or other thing;
3.18 permit the Landlord and/or its agents three (3) calendar months prior to the
expiry of the Tenancy hereby created upon prior appointment to bring
prospective tenants to view the Demised Premises, subject to prior written
notice of three (3) Working Days to be provided to the Tenant, for the purpose
of letting the same provided such viewing shall not in any manner affect or
interrupt the Tenant’s business;
3.19 effect and keep effected in respect of the Demised Premises public risk
insurance for such an amount as is adequate and proper as determined by the
Tenant’s insurance provider. The Tenant shall ensure that such insurance
covers the indemnities referred to in this Agreement and otherwise conforms
with the Landlord’s reasonable requirements from time to time of which the
Tenant is given prior written notice of one (1) month;
3.20 at all times throughout the Tenancy hereby created to keep the Tenant's own
articles, fittings, chattels, properties and goods on the Demised Premises
insured against loss or damage by theft, burglary or fire and to pay all premiums
incurred pertaining to this Clause;
3.21 to comply with sprinkler and/or fire alarm regulations in respect of any partitions
which may be erected by the Tenant upon the Demised Premises and where
the Tenant has altered or made additions to the sprinkler or the fire alarm
systems which results in non-compliance with the requirements of the
Appropriate Authority or the Landlord, the Tenant will pay to the Landlord the
reasonable cost of any alterations to the sprinklers and/or fire alarm installation
incurred by the Landlord which may become necessary to comply with the
requirements of the Appropriate Authority or Landlord. This is, however, subject
to the Landlord notifying the Tenant of its requirements under this Clause;
3.22 not to do or permit or suffer to be done anything whereby the policy or policies
of insurance on the Demised Premises against loss or damage by fire for the
time being subsisting may become void or voidable or whereby the rate of
premium thereon may be increased and to make good all damages suffered by
the Landlord and to repay to the Landlord all sums paid by the Landlord by way
of increased premiums and all expenses incurred by the Landlord in or about
any renewal of such policy or policies rendered necessary by a breach or non-
observance of this covenant;
3.23 not to store or bring upon the Demised Premises arms, ammunition or unlawful
goods, gunpowder, saltpetre, kerosene or any explosive or combustible
substance in any part of the Demised Premises and not to place or leave in the
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entrances or stairways, passages or corridors of the Demised Premises any
boxes or rubbish or otherwise encumber the same and to keep the Demised
Premises in a clean condition;
3.24 not to use the Demised Premises for any unlawful purpose and not to do or
permit to be done any act or thing which may become a nuisance or give
reasonable cause for complaint from any of the other tenants or occupiers of
the same Building of the Demised Premises or any other buildings adjoining the
Demised Premises but to use the Demised Premises only for the Tenant's
lawful business purposes under the Permitted Use;
3.25 not to use the Demised Premises or any part thereof for carrying on any
business which causes the accumulation of dirt, rubbish or debris of any sort in
or outside the Demised Premises or which causes an unreasonable amount of
noise of which in the opinion of the Landlord is undesirable or unsuitable for the
other tenants or occupiers of the same Building of the Demised Premises or
any other buildings adjoining the Demised Premises;
3.26 not to cook, burn or use fuel/gas or any substance or material which may give
rise to smoke or fumes or obnoxious smells or discolour the exterior of the
Demised Premises or any parts of the Building;
3.27 not to carry out any kind of cooking whatsoever in the Demised Premises or
any part of the Building;
3.28 to take all reasonable precautions to keep the Demised Premises free of
rodents, vermin, insects, pests, birds and animals. In the event of any infectious
illness occurring in the Demised Premises, the Tenant shall forthwith give notice
thereof to the Landlord and to the Appropriate Authority and at the expense of
the Tenant will thoroughly fumigate and disinfect the Demised Premises to the
satisfaction of such Appropriate Authority and otherwise comply with their
requirements in regard to the same. The Tenant shall be liable for the payment
of any fines or penalties which may be imposed by the Appropriate Authority
which is due or attributable to the failure on the part of the Tenant to comply
with such lawful requirement as may be imposed by the Appropriate Authority;
3.29 to store and keep all trade waste trash and garbage in proper receptacles and
dispose all rubbish garbage and waste of whatsoever nature at the appropriate
rubbish bins or garbage disposal facilities provided by the Landlord and/or its
agents and that the Tenant shall take all reasonable steps to ensure that the
Common Areas are not littered in the process of such disposal;
3.30 not to permit the receipt, delivery or other movement of any goods, wares,
merchandise or articles of bulk or quantity to the Demised Premises except at
such part or parts of the Building and the Common Areas as the Landlord may
from time to time direct and at such time as shall be prescribed by the Landlord
from time to time;
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3.31 not to assign, underlet or part with the actual or legal possession of the Demised
Premises or any part thereof for any term of the Agreement whatsoever without
the previous consent obtained in writing from the Landlord (which consent shall
not be unreasonably withheld or delayed) in the case of assigning, sub-letting
or parting with possession thereof to a respectable and responsible person or
company to the satisfaction of the Landlord upon each and every occasion of
the Tenant's desire so to assign underlet or part with the possession of the
Demised Premises or any part thereof PROVIDED ALWAYS that in the event
of the Tenant assigning underletting or parting with the actual or legal
possession or use of the Demised Premises or any part thereof in contravention
of the provisions of this Clause then the Landlord may without prejudice to its
rights under this Tenancy collect from any assignee, underlessee, sub-tenant
or other person in possession of the Demised Premises or any part thereof all
rent and other moneys as aforesaid and shall not be deemed to be an
acceptance by the Landlord of any such person or persons as assignees
underlessees sub-tenants or occupiers of the Demised Premises or any part
thereof;
3.32 not to do or permit to be done on the Demised Premises anything which will or
may infringe any of the laws, bye-laws or regulations made by the government,
the local town board or any competent authority affecting the Demised
Premises;
3.33 to erect, paint, affix or exhibit at the Tenant’s own cost and expenses, any signs,
logos, lights, embellishments, advertisements, names, notices, banners,
placard or other forms of marking (“form of markings”) on or to the exterior of
the Demised Premises through any windows thereof or otherwise, subject to
the prior written consent of the Landlord (such consent is in turn subject to the
approval from the Appropriate Authority, if any) which consent shall not be
unreasonably withheld. Any form of markings shall at the expiry or termination
of the Agreement be dismantled by the Tenant at its own cost and expenses;
3.34 not to erect or install any sign, device, furnishing, ornament or object or
television or other aerial which is visible from the street or from any other
building and which in the opinion of the Landlord, is incongruous or unsightly or
may detract from the general appearance of the Building and not to install or
cause to be installed any air-conditioning unit, fan or whatsoever which
protrudes out of the external walls of the Building, save and except at the
designated area;
3.35 not to make or permit to be made any alteration in the internal appearance of
the Demised Premises or the Landlord's fixtures, fittings and decorations
therein without having first obtained the written consent of the Landlord and
subject to the approval of the Appropriate Authority and in the event of such
approval and consent being given to carry out at the Tenant's own expense
such alterations with such materials and in such manner and at such times as
shall be designated by the Landlord and upon the determination of the Tenancy
hereby created, if required by the Landlord to restore the Demised Premises to
its original state and condition at the expense of the Tenant strictly in
accordance with the Landlord’s requirements;
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3.36 at the expiration of this Tenancy, peaceably to surrender and yield up to the
Landlord the Demised Premises (other than such Tenant's furniture fittings and
partitions built or put in by the Tenant during the continuation of this Tenancy
unless mutually agreed in writing by the Parties to maintain the same on the
Demised Premises) in such good and tenantable condition (fair wear and tear
excepted) as shall be in accordance with the foregoing covenants and the
Tenant shall remove its fittings, furnitures and partitions built or put in by the
Tenant (unless otherwise agreed by the Parties) and reinstate the Demised
Premises to its original state and condition as at the beginning of the Tenancy
hereby created;
3.38 not to raise any objection whatsoever to the Landlord leasing out the external
facade of the Building to any person for the placement of advertisement in any
form, artwork, size, design and duration at the discretion of the Landlord; and
3.39 to observe and comply with all anti-corruption and anti-bribery laws and
regulations in force including but not limited to the Malaysian Anti-Corruption
and Commission Act 2009 (“Anti-Corruption Law”) and the Landlord’s
Anti-Bribery and Corruption Policy
(https://www.manulife.com.my/en/individual/about-us/corporate-
governance.html) in the performance of its obligations under this Agreement,
failing which the Landlord shall be entitled to terminate this Agreement
immediately without prior notice and the Rental Deposit shall be refunded in
accordance with Clause 4.5.
4. LANDLORD'S COVENANTS
4.1 that the Tenant upon duly paying the Monthly Rental hereby agreed and duly
performing the covenants and stipulations herein contained on its part, shall
peaceably hold and enjoy the Demised Premises during the Term without any
disturbances by the Landlord or any person lawfully claiming under or in trust
for the Landlord;
4.2 at all times throughout the Term hereby created, to keep the Demised Premises
insured (excluding the Tenant's fixtures, fittings, furniture and stocks) against
loss or damage by fire and to pay all premiums incurred;
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4.3 to pay all present and future assessment, quit rent, rates and other taxes due
and other outgoings charged or imposed in respect of the Demised Premises
payable by the Landlord;
4.4 to keep the roof, main structure, walls, floors and the main drains and pipes,
and the common areas of the Demised Premises in good and tenantable repair
and condition including the repainting and re-decorating of the Common Areas
or any part thereof at such times and in such manner as the Landlord in its
absolute discretion shall consider necessary;
4.5 subject to item 8 of the Letter of Offer, to refund the Rental Deposit free from
interest to the Tenant within thirty (30) days after the Tenant complies with
Clause 3.6, PROVIDED ALWAYS that the Landlord shall, subject to prior
written notice provided to the Tenant, be at liberty to deduct therefrom such
sum or sums as may be required to cover all arrears of rent, water, electricity
and/or telephone bills (if any), the reasonable cost incurred by the Landlord in
carrying out any repair that should have been undertaken by the Tenant and/or
any other Tenant’s liability for sum payable under this Agreement;
4.6 to allow the Tenant or the Tenant's agents, servants or contractors to enter into
the Demised Premises prior to the commencement of the Tenancy created
herein to inspect, to take measurement to do the necessary to enable the
Tenant to prepare for renovations and alterations of the Demised Premises;
4.7 subject to Tenant’s compliance with Building Rules and Regulations and the
requirements of the Tenant Fit-out Guide, to allow the Tenant to effect electrical
and mechanical renovations whatsoever to the Demised Premises including
demolitions of party walls subject to the approval of the Appropriate Authority
and for this purpose to execute any reasonable documents as may be required;
4.8 at all times to provide install and maintain adequate number of fire fighting
equipment inside the Demised Premises in compliance with the fire fighting
requirements of the Appropriate Authority;
4.9 at the determination of the Tenancy hereby granted, to allow the Tenant to
remove all its movables, fixtures and fittings PROVIDED ALWAYS that the
Tenant shall yield up to the Landlord the Demised Premises in such good and
tenantable condition as shall be in accordance with the Tenant's covenants
herein contained;
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Agreement, the Monthly Rental shall be revised based on the amended square
footage of the Demised Premises;
(a) direct and indirect energy consumption and greenhouse gas emission;
(d) negative impacts upon the indoor air quality of the Building and Demised
Premises;
4.12 to observe and comply with all anti-corruption and anti-bribery laws and
regulations in force including but not limited to the Malaysian Anti-Corruption
and Commission Act 2009 (“Anti-Corruption Law”) and the Tenant’s Anti-Bribery
and Corruption Policy (https://socar.my/anti-bribery-corruption) in the
performance of its obligations under this Agreement, failing which the Tenant
shall be entitled to terminate this Agreement immediately without prior notice
and the Rental Deposit shall be refunded in accordance with Clause 4.5;
4.13 to provide at least one (1) month notice in writing to the Tenant in the event of
closure of the Building (“Closure Notice”). For the avoidance of doubt, the
Closure Notice shall include information on the reason for closure, the intended
closure period and the reopening date; and
4.14 to, its best efforts, ensure the reopening of the Building prior or on the expiration
of the Closure Notice.
5.1 If any one or more of the following events occur whereby the:
(a) Monthly Rental hereby reserved or any part thereof shall at any time be
unpaid for one (1) month after the same shall become due (whether
formally or legally demanded or not); or
(b) Tenant shall at any time fail or neglect to perform and observe any of the
covenants and conditions herein contained and on its part to be
performed and observed; or
it shall be lawful for the Landlord to serve a forfeiture notice upon the Tenant
pursuant to Section 235 of the National Land Code (Revised 2020) and it is
hereby mutually agreed that the reasonable time to remedy the breach shall be
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thirty (30) days upon the Tenant’s receipt of the said forfeiture notice and upon
expiration of the said thirty (30) days period, the Landlord shall at any time
thereafter be entitled to terminate the Agreement and forfeit the Security
Deposit absolutely as agreed liquidated damages and the Landlord may at any
time thereafter re-enter upon the Demised Premises or any part thereof in the
name of the whole and thenceforth hold and enjoy the same as if this
Agreement had not been granted but without prejudice to any right of action or
remedy of the Landlord for any antecedent breach of covenant by the Tenant
and whenever this power of entry shall arise (whether the same be exercised
or not) the rent for the current month shall immediately become payable.
(a) the Landlord may terminate this Agreement before the expiration of the
Term or refuse the renewal of the Agreement for the following term by
giving prior written notice of six (6) months to the Tenant; and
(b) in the event that the Landlord enters into a Sales and Purchase
Agreement for the disposal of the Building, the Landlord may elect to
either terminate this Agreement by giving six (6) months’ written notice
to the Tenant or assist the Tenant to execute a fresh agreement with the
new Landlord as per the same terms and conditions contained herein for
the remaining period of the Term, whereupon the Tenant shall have no
claims for loss or damage against the Landlord thereafter.
5.3 In the event the Tenant terminates this Agreement before the expiration of the
term herein created for any reason whatsoever (other than due to the default of
the Landlord or breach of the Landlord’s covenants as stipulated in Clause 4
herein):
(a) the Landlord shall be entitled to forfeit the Rental Deposit according to
item 8 in the Letter of Offer; and
(b) the Tenant shall forthwith pay to the Landlord a sum equal to six (6)
months’ Monthly Rental or the Monthly Rental for the period the Demised
Premises has not been rented to another tenant until the unexpired
period of the Tenancy, whichever is lower, as agreed liquidated
damages.
5.4 Notwithstanding the above, in the event the Tenant expresses the intention to
terminate this Agreement for any reason and introduces to the Landlord a new
tenant who is willing to take over the Demised Premises on identical or similar
terms and conditions as applicable to the Tenant, then the Landlord may agree
to such termination without imposing the abovementioned penalty stated in
Clause 5.3 on the Tenant.
5.5 It is hereby mutually agreed and confirmed by the Landlord and the Tenant that
nothing contained shall give either party the right of determining this Agreement
before the expiry of the Tenancy hereby created save and except as otherwise
16
herein provided in Clauses 5.1, 5.3 and 5.4.
5.6 Acceptance of Monthly Rental by the Landlord shall not be deemed to operate
as a waiver by the Landlord of any right of action against the Tenant in respect
of any breach of any of the Tenant’s obligations hereunder.
5.7 At the expiration or sooner determination of this Tenancy and to handover the
premise in as-is basis condition. And if the Tenant shall hold over the Demised
Premises, the Landlord shall be entitled to exercise its remedies under the law
against the Tenant including but not limited to its right to require the Tenant to
pay double the Monthly Rental from the date of expiration or sooner
determination of the tenancy until the date on which possession of the Demised
Premises is delivered to the Landlord.
6.1 If the Demised Premises or any part thereof is destroyed or damaged by fire
or in any way which renders it unfit for use or occupation and provided always
that such occurrence is not caused by any act, neglect, omission or default on
the part of the Tenant so as to render the Demised Premises be unfit for use
for a period greater than fifteen (15) days from such occurrence, then the
Monthly Rental hereby covenanted to be paid or a fair proportion thereof
according to the nature and extent of the damage sustained shall be
suspended until the Demised Premises shall again be rendered fit for
habitation and use. If the Demised Premises or any part thereof is not
rendered fit for occupation or use within fifteen (15) days, the Tenant may
determine the Agreement by giving thirty (30) days’ notice in writing and
thereupon the same and the covenants herein contained shall cease as from
the date of occurrence of such destruction or damage but without prejudice to
the rights and remedies of either party against the other in respect of any
antecedent claim or breach of covenant PROVIDED ALWAYS that nothing in
this Clause shall render it obligatory on the Landlord to restore, reinstate or
rebuild the Demised Premises or any part thereof if the Landlord in its absolute
discretion does not desire to do so in which event the Landlord shall be entitled
to terminate this Agreement by giving sixty (60) days written notice to the
Tenant and upon such termination neither party shall have any claims against
the other save and except in respect of any antecedent breach.
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6.3 In the event of the determination of the Agreement pursuant to Clauses 6.1 or
6.2, the Rental Deposit less such monies as may be found to be owing or
payable by the Tenant to the Landlord by virtue of the provisions herein
contained shall be refunded free of interest by the Landlord to the Tenant.
7. LAWS
7.2 The Parties hereto hereby agree that in relation to any dispute pertaining to this
Agreement, the Parties will attempt to resolve the dispute by way of discussion
between the senior management of the Parties within thirty (30) days from the
date of the dispute failing which, where any actions or proceedings are
instituted and taken in Malaysia, they shall submit to the non-exclusive
jurisdiction of the courts of States of Malaya in all matters connected with the
obligations and liabilities of the Parties hereto under or arising out of this
Agreement.
7.3 No Party to this Agreement shall be liable to the other Party for any failure or
delay in fulfilling an obligation hereunder, if said failure or delay is attributable
to circumstances beyond its control, including, but not limited to, any fire, labour
dispute or government measure (“Force Majeure”). If either Party determines
that it is unable to perform any of its obligations hereunder as a result of a Force
Majeure event, it will notify the other Party in writing of the occurrence of and
reason for any such delay as soon as is reasonably practicable of the
commencement of the cause thereof. The Parties shall then come together
and prepare a contingency plan to implement the obligations postponed as a
result of the Force Majeure event including a time frame for implementation.
7.4 The Parties hereto expressly agree and declare that no further or other
covenants, agreements, provisions or terms whether in respect to the Demised
Premises or otherwise shall be deemed to be implied herein and the existence
of any such implication is hereby negated.
8. NOTICE
8.1 Any notice requiring to be served hereunder shall be in writing and shall be
sufficiently served on the Parties if left addressed to it on the Demised
Premises or forwarded to it at its address as stated in Sections 2 and 3 of the
First Schedule respectively wherein such delivery shall be deemed duly
served:
(b) if sent by registered post, three (3) days after posting thereof; or
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Any change of address by either Party shall be communicated in writing to the
other Party within fourteen (14) days of such change.
9. COST
9.1 Each Party shall bear its own professional/legal charges and the incidental
disbursements incurred in respect of this Agreement save and except for the
stamp duty which shall be borne and paid by the Tenant absolutely.
10. TAX
10.1 The charges under this Agreement are exclusive of Malaysian sales tax,
service tax and/or any other taxes of a similar nature that may be introduced
by the Government of Malaysia from time to time, including the Sales and
Services Tax (“SST”). To the extent any supply under this Agreement is
subject to SST, such SST shall be recoverable in addition to the Monthly
Rental under this Agreement subject to the Landlord providing the Tenant with
a tax invoice for the payment of such SST.
11. TIME
12. SUCCESSORS-IN-TITLE
12.1 This Agreement shall be binding upon the successors-in-title and permitted
assigns of each of the parties hereto.
13.1 It is hereby expressly agreed between the Landlord and the Tenant that the
Demised Premises shall in addition to the terms and conditions herein be
subject to the special express conditions (if any) set out in the Third Schedule
hereto and in the event of any conflict, discrepancies or variance the special
express conditions set out in the Third Schedule shall prevail.
14. GENERAL
14.1 Either Party shall not be responsible to and shall indemnify the other Party,
other Party's employees, agents or any other persons on the Demised
Premises for any loss or damages (including but not limited to damage or loss
of personal effects in or about the Demised Premises or Building), expenses,
liability, claims (including but not limited to third party claims), accident or
injury or death suffered during the Tenancy other than due to negligence or
omission or act or breach of the terms of this Agreement of the defaulting
Party.
T
14.2 Without prejudice to the rights of the Landlord herein contained the Landlord
shall be entitled to cut off all supplies of water, gas and air-conditioning to the
Demised Premises without any prior notice to the Tenant in the event that the
19
Tenant fails or refuses to perform observe or carry out any of its obligations
herein contained of which the Tenant has failed to remedy the breach within
thirty (30) days from the Tenant’s receipt of the Landlord’s written notice to
remedy the breach and further that any loss or damage suffered by the Tenant
as a result thereof shall not be the subject of any claim whatsoever against
the Landlord.
14.3 The Landlord shall be entitled to close access to the Building and the Common
Areas or any part thereof and to prevent and prohibit any person (including
the Tenant unless the Tenant shall make prior arrangement with the Landlord
for access to the Demised Premises during hours when the Building is closed)
from entering or remaining in the Building or Demised Premises and such
closure hereof shall not render the Landlord liable in any way to the Tenant
nor shall the Tenant have any claim (including loss of business earnings)
against the Landlord in respect hereof at the following times and/or
circumstances:
(a) during hours other than Business Hours and any extended trading hours
as may be specified by the Landlord, unless the Tenant has provided the
Landlord with prior written notice on the extended Business Hours; and
(b) all other times during which the Building and/or the Common Areas
and/or the Demised Premises and/or any part thereof is required to be
closed:
(ii) in the Landlord’s reasonable opinion for the safety of the Building
and/or its occupant; or
14.4 All the provisions of the Letter of Offer shall be deemed to be incorporated
into and shall form part of this Agreement (whether such provisions are
repeated herein or not), subject to such alterations or variations as are
necessary to make the provisions of this Agreement consistent with the
provisions of the Letter of Offer and in the event of any conflict or discrepancy
between the provisions of this Agreement and any provisions of the Letter of
Offer, the provision in the Letter of Offer shall prevail for the purposes of
interpretation and enforcement of this Agreement.
15. NO WAIVER
15.1 Any indulgence given by the Landlord shall not constitute a waiver of or
prejudice the Landlord's rights herein contained.
20
IN WITNESS WHEREOF the parties hereto have hereunto set their hands the
day and year first above written.
SIGNED by )
for and on behalf of
MANULIFE HOLDINGS BERHAD
)
) Vibha Coburn
(Company No. 197501003360 (24851-H) ) Accordium eSign ID: f981ad300ce5d66
in the presence of: ) ……………………………….
Name: Vibha Coburn
NRIC No.: PE0415706
Designation: Chief Executive Officer (CEO)
…………………………………
Accordium eSign ID: 58153ea45ca5688
SIGNED by )
for and on behalf of )
SOCAR MOBILITY MALAYSIA SDN BHD )
(Company No. 201701009617 (1223782-T))
in the presence of: ) ………………………………. Accordium eSign ID: fc7b7ad8f22da05bdd79015ecf45507f
Name:CHOI MYOUNGHWAN
NRIC No.: M13272926
SHYLENDRA NATHAN Designation: Chief Financial Officer (CFO)
Accordium eSign ID: 14889f28e8548a7fe0ab501f3caf6469
…………………………………
Name: SHYLENDRA NATHAN
NRIC No.: 731014145147
Designation: Chief Executive Officer (CEO)
21
FIRST SCHEDULE
22
SECOND SCHEDULE
23
Section No. Item Particulars
24
THIRD SCHEDULE
Based on the rental area, the Tenant shall be allocated thirty five (35) car
parking lot(s) in the Building at the rental rate of RM191.00 (Ringgit Malaysia
One Hundred Ninety One Only) for non-reserved and RM371.00 (Ringgit
Malaysia Three Hundred Eighteen Only) for Reserved per month during the
subsistence of this Agreement. The car park rental rate shall be subject to
increase based on the prevailing car park rental rate of the Building. The
number of car parking lots allocated shall be subject to review by the Landlord
from time to time and any change from the allocation stated herein shall be
ultimately agreed by mutual discussions between the Parties.
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