Our Ref: VVP/AC/LOO/2026-395slsl
June 10, 2026
QING SHAN TANG RESTAURANT (202603147749 (TR0343754-M)
25,
Jalan Barat,
Imbi,
55100
Kuala Lumpur
Tin No.: 50350877020
Attn: Mr CheahYu Xiang
Hp No.: 011-27731129
Email Add: [email protected]
VIVA VENTURE PLT (LLP 0001146-LGN)
Correspondence Address:
Viva Mall Management Office,
Lower Ground Floor,
Viva Shopping Mall,
No. 85, Jalan Loke Yew,
55200 Kuala Lumpur.
Dear Sir / Madam,
LETTER OF OFFER FOR TENANCY AT VIVA MALL
DEMISED PREMISES : 2-43, Second Floor, "QING SHAN TANG RESTAURANT"
I/We wish to rent you the Demised Premises mentioned below at VIVA MALL upon the following terms and conditions as attached in the First Schedule of this Letter:
| Section | Particulars | Details |
|---|---|---|
| 1. | LANDLORD |
VIVA VENTURE PLT (LLP 0001146-LGN) Viva Mall Management Office, Lower Ground Floor, Viva Shopping Mall, No. 85, Jalan Loke Yew, 55200 Kuala Lumpur. |
| 2. | TENANT |
QING SHAN TANG RESTAURANT (202603147749 (TR0343754-M) 25, Jalan Barat, Imbi, 55100 Kuala Lumpur Tin No.: 50350877020 Attn: Mr CheahYu Xiang Hp No.: 011-27731129 Email: [email protected] |
| 3. | TENANT'S TRADING NAME | "QING SHAN TANG RESTAURANT" |
| 4. | DEMISED PREMISES |
Strata Unit No. : 2-43 Floor Level : Second Floor Total Lettable Floor Area : 1,915 sq. ft. (approx.) The lettable floor area is only an approximation based on strata title and is subject to final survey by the Landlord. The Demised Premises is shown edged in red on the attached floor plan. |
| 5. | PERMITTED USE OF DEMISED PREMISES |
Retailing of Food and Beverages Any change in the nature of the business of the Tenant from the above is strictly prohibited unless prior written consent is obtained from the Landlord. |
| 6. | DURATION OF TENANCY | Initial term of 1 Term of 2 Years from 12/06/2026 to 11/06/2028 |
| 7. | OPTION TO RENEW |
A further 1 Term of 2 Years, subject to : a. the Monthly Rent for each term is subject to fixed 10% increment from the preceding rate at the time; b. a written notice is given to the Landlord Six (6) months prior to the expiration of the initial term of the Tenancy; c. the Tenant is not in breach of any of the terms of the Tenancy Agreement; and d. any variation of the terms and conditions in the Tenancy Agreement shall be mutually agreed between the Landlord and the Tenant. |
| 8. | MONTHLY RENT |
Gross Rent : 6,128 (Ringgit Malaysia: Six Thousand One Hundred Twenty Eight Only) equivalent to approx. 3.2 (Ringgit Malaysia: Three Ringgit and Cents Twenty Only) per square foot. (Excluded 6% of SST) |
| 9. | GROSS TURNOVER (GTO) |
In the event, the parties agree that the Monthly Rent shall be calculated based on the Tenant's Gross Turnover (GTO), the following shall be applicable: i. should Nil of the monthly gross sales turnover whichever is higher, shall be certified by the Landlord at the end of the monthly base rent, then the excess over the latter shall be additionally payable by the tenant to the Landlord on or before the 15th day of the following month. ii. The Tenant shall submit to the Landlord a copy of the POS System monthly gross sales turnover within seven (7) days from the end of the month in which the Rent is payable by the Tenant to the Landlord. |
| 10. | SUBMISSION OF SALES REPORT |
For the purpose of planning and assessing the effectiveness of promotional activities, the Tenant shall submit to the Landlord a copy of the monthly gross sales report within seven (7) days from the end of the respective months in which the report is due. In addition, the Tenant shall submit to the Landlord a copy of its audited annual sales report in respect of the Demised Premises within three (3) months of its financial year end. The Tenant hereby agrees that the Landlord or its duly appointed representative(s) shall have the right to conduct such audits and inspection of the cash registers, books, accounts and all other records of sales transactions of the Tenant as may be required, from time to time. |
| 11. | ADVANCE MONTHLY RENTAL | The agreed Monthly Rent shall be payable monthly in advance upon execution and return of this Letter of Offer together with the booking fee mentioned below. |
| 12. | DEPOSITS |
The Tenant shall pay to the Landlord the following deposits upon acceptance of this Letter of Offer. a) Security Deposit 18,384 (Ringgit Malaysia: Eighteen Thousand Three Hundred Eighty Four Only) (A sum shall be payable as Security Deposit by the Tenant upon the execution of this Letter of Offer.) b) Utilities Deposit The Tenant shall pay to the Landlord the sum of 4,000 (Ringgit Malaysia: {Utilities Deposit (text):42}) only to account of water and electricity consumption as Utilities Deposit. The Landlord reserves the right to increase the Utilities Deposit from time to time in proportion to any increase in water and electricity consumption by the Tenant based on the Tenant's average consumption for the first Six (6) months of the Tenancy or such increased deposit that may be paid by the Landlord to the Appropriate Authority and the difference payable by the Tenant to the Landlord shall forthwith be paid upon notice to do so. c) Fit-Out Deposit 2,000 (Ringgit Malaysia: Two Thousand Only) Only d) Restoration Deposit 4,000 (Ringgit Malaysia: Four Thousand Only) Only e) Mailbox Deposit Ringgit Malaysia One Hundred (100) f) Fit-Out Fee (inclusive of 6% of SST) 54 |
| 13. | BOOKING FEE |
1 month + 6% SST (540) a sum equivalent to One (1) month Base Rent is payable as Booking Fee and a cheque or bank draft for the said amount issued in favour of "Viva Venture PLT". In the event that this Letter of Offer is accepted by the Landlord, the Booking Fee shall be deemed to be payment towards the Advance Monthly Rental. |
| 14. | DOCUMENTS TO BE HANDED TO THE LANDLORD |
Upon execution and return of this Letter of Offer, the Tenant is required to furnish copies of the relevant company forms to the Landlord together with the Booking fee mentioned above. If the Tenant is a locally incorporated company, the Tenant shall furnish to the Landlord a certified true copy of each of the following:- i. Memorandum & Articles of Association or the Constitution (if any) of the company; ii. the latest statutory forms under Companies Act 2016 : Section 46, Section 58 and Section 78 (formerly known as Form 24, 44 and 49 under Companies Act 1965); iii. the latest Annual Return of the company; and iv. the Board of Directors' Resolution authorising the Company to take up the Tenancy of the Demised Premises. If the Tenant is a sole Proprietorship or Partnership, a copy of the Registration of Business Form A, B or D as the case may be. If the Tenant does not fall within any of the above-mentioned compositions, the Tenant shall seek the confirmation of the Landlord for any such documents which are required by the Landlord. |
| 15. | HANDOVER DATE / TENANCY COMMENCEMENT DATE |
The vacant possession of the Demised Premises will be delivered to the Tenant subject to the following documents are received by the Landlord:- a. The duly executed and stamped tenancy agreement; b. All documents mentioned in this Letter of Offer; and c. All payments mentioned in this Letter of Offer are fully paid to the Landlord. |
| 16. | FIT-OUT PERIOD | Two (2) months or whichever is earlier from the Handover Date / Tenancy Commencement Date. |
| 17. | BUSINESS COMMENCEMENT DATE | 01 August 2026 shall mean the date when the Tenant commences their business, whether temporary or permanent for the Shopping Mall approved by the relevant authority or on such other date as may be determined by the Landlord. |
| 18. | DELAY IN COMMENCEMENT | The Tenant shall commence business at the expiry of the Rent-Free Period failing which, a penalty of RM1,500.00 (Ringgit Malaysia: One Thousand Five Hundred only) per day will be imposed from expiry of the Rent-Free Period until the Tenant's actual commencement of business. |
| 19. | INTEREST ON LATE PAYMENT | If the Monthly Rental and/or any other charges or any other monies payable by the Tenant to the Landlord under the Tenancy shall at any time remain unpaid after the same shall have become overdue (whether formal or legal demand shall have been made or not), the Tenant shall pay to the Landlord an agreed interest at the rate of 18% per annum calculated on daily basis on the amount remaining due and unpaid. |
| 20. | BUSINESS HOURS |
The Tenant must keep its business open from 10am to 10pm on all days including public holidays unless otherwise agreed by the Landlord in writing. A penalty charge of RM1,000.00 (Ringgit Malaysia: One Thousand only) will be imposed for any occasions / non-compliance such as late opening, early closure or closure without approval or at such rate as maybe determined by the Landlord at its absolute discretion per occasion / non-compliance or per day. |
| 21. | IRREVOCABILITY OF OFFER | Upon execution of this Letter of Offer, the Tenant shall not be entitled to revoke this offer for any reason whatsoever, unless specifically agreed by the Landlord in writing. |
| 22. | RELOCATION |
The Landlord hereby reserves the absolute right to relocate the Tenant to alternative premises in another part of the Shopping Mall by giving a written "Relocation Notice" for any reason whatsoever. The Relocation Notice shall specify the location and floor area of the alternative premises and shall provide the particulars of the rent and other charges payable at the relevant rate per square foot of the Lettable Floor Area. |
| 23. | SUBMISSION OF LAYOUT, DESIGNS, DRAWINGS, SPECIFICATIONS AND PLAN | The Tenant shall submit all renovation plans and M&E drawings to the Landlord for review and approval prior to the Handover Date. The Landlord will not be held responsible for any requisite approval from the appropriate authorities for the renovation work. The Tenant shall be wholly responsible for whatsoever consequences that it may arise thereafter. |
| 24. | CHANGE OF NAME AND/OR FACADE | The Landlord shall have the absolute right to vary, amend and/or modify the name and/or facade of the Shopping Mall without giving any reason or notice to the Tenant and the Tenant shall agree to and accept the name and/or facade so varied, amended and/or modified without any objection whatsoever. |
| 25. | SUB-LETTING OR ASSIGNMENT | The Tenant shall not assign, sub-let or otherwise part with the actual or legal possession or use of the Demised Premises or any part thereof for any period whatsoever without the prior written approval of the Landlord. |
| 26. | EXECUTION OF TENANCY AGREEMENT |
The Tenant undertake to execute the Tenancy Agreement prepared by the Landlord within Fourteen (14) days from the date of acceptance of this Letter of Offer, failing which, all payments made under this Letter of Offer shall be forfeited. The Tenant shall be responsible for and shall pay all stamp duty payable on Tenancy Agreement. The Tenant hereby confirms that prior to the execution of the Tenancy Agreement, the Tenant has read, understood and agreed the terms stated thereto. Notwithstanding the provision herein, in the event the Tenant fails, neglects and/or refuses to execute the Tenancy Agreement for any reasons whatsoever and then takes possession of the Demised Premises and commences business, the Tenant shall be deemed to have accepted and be bound by the terms and conditions as contained in the Tenancy Agreement. Notwithstanding the non-execution of same by the Tenant, the Landlord shall also be entitled to forfeit all payments already made by the Tenant and in addition, the payment to the Landlord of a sum equal to the remainder of the rental for the whole unexpired period of term of Tenancy as agreed liquidated damages in the event the Tenant terminates / abandons the Tenancy. |
| 27. | GUARANTEE AND INDEMNITY |
A Letter of Guarantee and Indemnity (in the form and substance enclosed in Appendix 2) shall be provided by all the Tenant's directors / individuals (as listed below) jointly and severally guaranteeing, in their personal capacities, the performance and observance of the terms and conditions of this Letter of Offer and the Tenancy Agreement by the Tenant and to indemnify the Landlord against all losses and damages suffered and/or incurred or to be suffered and/or incurred by the Landlord arising out of any breach, non-observance or non-performance by the Tenant of its covenants or other terms under the Tenancy Agreement. The individuals who will be providing the Joint and Several Guarantee and Indemnity in favour of the Landlord shall be as follows: i. {Guarantor Name:xx} – {Guarantor IC:xx} The individuals who have executed this Letter of Offer shall be deemed to have accepted and be bound by the terms and conditions as contained in the Joint and Several Guarantee and Indemnity annexed hereto. The Joint and Several Guarantee and Indemnity shall bind each of the signatories hereof notwithstanding that one or more of the persons named above as a Guarantor may never execute this Letter of Offer. |
| 28. | TERMINATION / ABANDONMENT BY TENANT |
Redelivery of the Demised Premises Upon the termination / expiry of the Tenancy, the Tenant shall re-deliver vacant possession of the Demised Premises to the Landlord and reinstate the same to its original condition as it was when the Tenant took it over, to the Landlord's entire satisfaction. If the Tenant shall fail to do so, the Landlord shall carry out all necessary works and repairs and the cost of doing so shall be deducted from the Deposits and in the event the Deposits are inadequate, the cost incurred by the Landlord shall be a debt due from Tenant and shall forthwith be payable to the Landlord. The Landlord shall be entitled to take immediate possession of the Demised Premises and to remove and store or otherwise dispose of any goods, chattels or other things of the Tenant's goods or other things wherever situated in or on the Demised Premises or in or on any part of the Shopping Mall. Double Rental / Holding Over In the event the Tenant continues in occupation of the Demised Premises after the termination / expiry of the Tenancy without the prior written consent of the Landlord, the Tenant shall be liable to pay to the Landlord a sum equivalent to double the Monthly Rent for the period of such holding over. Early Termination In the event the Tenant shall for any reason whatsoever terminate the Tenancy before the expiration of the term of the Tenancy, the Tenant shall pay to the Landlord a sum equivalent to the rent for the remainder of the unexpired term of the Tenancy as agreed liquidated damages without prejudice to any other remedies available to the Landlord under the Tenancy Agreement or at law for any breach(es) under the Tenancy Agreement. Unclaimed Items in the Demised Premises Any goods, items or other things left by the Tenant at the Demised Premises after the termination / expiry of the Tenancy shall be deemed to have been abandoned upon the expiry of seven (7) days from the date of the Landlord's written notice to the Tenant to remove such goods, items or other things, and the Landlord may, without any further notice to the Tenant, dispose of such goods, items or other things in any manner at its sole discretion. |
| 29. | COSTS, EXPENSES, TAXES AND LEVIES |
Unless otherwise stated, all prices or sums payable or consideration to be provided under this Letter of Offer are inclusive of taxes. The Tenant undertakes to pay any taxes, duty or other charges imposed in connection with this Letter of Offer by the relevant authorities, whether or not retrospectively imposed. |
| 30. | GOVERNING LAW | This transaction shall be governed and construed in accordance with the laws of Malaysia. |
| 31. | SPECIAL CONDITIONS | As enclosed in Appendix 1. |
I/We acknowledge that the Tenancy for the above Demised Premises shall be upon the terms and conditions as stated above as contained in the Tenancy Agreement.
Prior to the execution of the Tenancy Agreement of the above tenancy, all the terms and condition as per the appointment by payable by the Tenancy Agreement.
We/Our company hereby confirms the sum of RM15,819.18 (Ringgit Malaysia: Fifteen Thousand Eight Hundred and Nineteen Ringgit and Eighteen Sen only) (inclusive of 6% of SST) is the appointment by payable by the Tenancy Agreement. We/Our company confirms that the above mentioned sum is as detailed below:-
| Description | Amount (RM) |
|---|---|
| 1. Advance Rental | 2,749.60 |
| 2. Security Deposit | 4,124.40 |
| 3. Utilities Deposit | 3,000.00 |
| 4. Fit-Out Deposit | 3,000.00 |
| 5. Restoration Deposit | 3,000.00 |
| 6. Mailbox Deposit | 100.00 |
| 7. Fit-Out fee (inclusive of 6% of SST) | 0.00 |
| 8. Mailbox fee (inclusive of 6% of SST) | 0.00 |
| 9. Handling Charge (inclusive of 6% of SST) | 4.40 |
| 10. Adminstrative fee (inclusive of 6% of SST) | 0.00 |
| 11. Legal fee (inclusive of 6% of SST) | 0.00 |
| 12. Stamping fee | 2,749.60 |
| TOTAL | 15,819.18 |
Unless otherwise stated, all prices or sums payable or consideration to be provided under this Letter of Offer are inclusive of taxes.
The Tenant undertakes to pay any taxes, duty or other charges imposed in connection with this Letter of Offer by the relevant authorities, whether or not retrospectively imposed.
I/We have read and understood the terms of your Standard Tenancy Agreement which was provided to us prior to the signing of this Letter. I/We hereby undertake to sign and execute the Tenancy Agreement in the form and substance as provided by you within the time frame stipulated in this Letter of Offer. I/We irrevocably, unconditionally and irretrievably agree that you shall be entitled to forfeit the above mentioned deposit(s) paid by you (and the pro-rated apportioned damages payable by you).
Thank you.
1. Signature:
for and on behalf of
Name: Lim Chia Woon
Designation: Director
IC No.: 891226-14-6468
Contact No.: (1) Tel No:
(2) Fax No:
(3) HP No:
(4) E-mail:
2. Signature:
for and on behalf of
Name:
Designation:
Contact No.: (1) Tel No:
(2) Fax No:
(3) HP No:
(4) E-mail:
*Applicable for Partnership Company only
Confirmation, acknowledgement and agreement
WE, VIVA VENTURE PLT (LLP 0001146-LGN), hereby confirm and acknowledge our agreement to and acceptance of the terms and conditions stipulated above in relation to the tenancy of the Demised Premises.
Name:
Designation:
Date:
APPENDIX 1
(This shall form part of the material terms of the Tenancy Agreement)
Special Conditions:-
a) Guidelines, regulation and tenancy conditions
i. Comply to the fit-out manual or guidelines, complex rules & regulations or any other instructions issued from time to time by Landlord in relation to operations and fit-out.
ii. Comply with the terms and conditions contained in the Tenancy Agreement.
b) Lots Condition
i. The Tenant agrees to take over all the existing fitting and fixture at the above Demised Premises as on “as it is” condition.
c) Business Hours
Tenant Business Hour herein means, the operating hours for the Demised Premises shall be from 10.00am to 8.00pm throughout the year, unless otherwise notified by the Landlord in writing SUBJECT ALWAYS TO the provision of Clause 8.6.2 and 8.6.3.
APPENDIX 2
(which is to be taken, read and construed as an essential part of this Agreement)
JOINT AND SEVERAL GUARANTEE AND INDEMNITY
To:
VIVA VENTURE PLT
(Registration No. LLP0001146-LGN)
Viva Management office,
Lower Ground Floor, Viva Mall,
No. 85, Jalan Loke Yew
55200 Kuala Lumpur
1. In consideration of VIVA VENTURE PLT (Registration No. LLP0001146-LGN), a limited liability partnership registered under the Limited Liability Partnership Act 2012 and having its business address at Viva Management Office, Lower Ground Floor, Viva Mall, No. 85, Jalan Loke Yew, 55200 Kuala Lumpur (hereinafter referred to as “the Landlord”) which expression shall where the context so admits include the Landlord’s successors-in-title and assigns having agreed at my/our request to grant or continue to grant to SHANTAI SDN. BHD. (20251032396) (1633808W) company incorporated in Malaysia under the Companies Act 2016 and having its business address at No. 13-1, Block A, Jalan Avenue 1, Avenue Ampang (Pandan Mesra) 68000 Ampang Selangor (hereinafter referred to as “the Tenant”) which expression shall where the context so admits include the Tenant’s successors-in-title and assigns) a tenancy of the premises known as Lot No. G-13A, measuring in a total combined area of approximately 603 square feet upon the terms upon the terms and conditions of the Tenancy Agreement (hereinafter referred to as “the Tenancy”) and as security for the due performance of the Tenancy, the individuals as named in Clause 27 of this Letter of Offer (hereinafter referred to as “the Guarantor(s)”) (which expression shall where the context so admits include the Guarantor’s successors-in-title and assigns) hereby unconditionally and irrevocably guarantee and undertake to pay on demand all monies and liabilities whether certain or contingent now or hereafter owing or incurred to the Landlord from or by the Tenant arising from or incidental to the Tenancy including all outstanding rental, deposits, costs, expenses and charges accrued and continuing to accrue thereon as may be demanded by the Landlord and further hereby promise upon the demand to keep the Landlord fully and effectively indemnified against any and all loss, damage, costs, expenses and charges which the Landlord may suffer arising from or incidental to the Tenancy.
2. This JOINT AND SEVERAL GUARANTEE AND INDEMNITY shall subsist for so long as the Landlord shall have a claim against the Tenant pursuant to the Tenancy.
3. This JOINT AND SEVERAL GUARANTEE AND INDEMNITY shall not be considered as satisfied by any intermediate payment or satisfaction either of the whole or any part of the amount owing but shall be a continuing security and shall extend to cover any sum or sums of money which shall for the time being constitute the balance due from the Tenant to the Landlord and the Guarantor(s) hereby expressly agree that Section 83 of the Contracts Act 1950 does not apply in respect hereof.
4. The Landlord shall at its absolute discretion be entitled from time to without the Guarantor’s / Guarantors’ prior consent or prior notice to the Guarantor(s) and without prejudice to this JOINT AND SEVERAL GUARANTEE AND INDEMNITY to do any one or more the following without discharging or in any way affecting the Guarantor’s / Guarantors’ liability hereunder:
(a) grant time or indulgence or agree to waive, forbear, compromise, arrange, settle or deal with all or any rights as contained herein or in the Tenancy;
(b) take any other securities, guarantees or indemnities from the Guarantor(s), the Tenant or any other person which securities, guarantees or indemnities shall be in addition to and not in substitution of this JOINT AND SEVERAL GUARANTEE AND INDEMNITY;
(c) deal with, exchange, release, modify or abstain from perfecting or failing to correct any invalidity in enforcing any securities or other guarantees or rights which the Landlord may now or hereafter have from against the Tenant or any other person; or
(d) amend, vary or alter the terms and condition of the Tenancy.
5. This JOINT AND SEVERAL GUARANTEE AND INDEMNITY shall be binding upon the Guarantor(s) and their respective estate, successors, permitted assigns, liquidators, or other legal personal representatives, as the case may be, notwithstanding any change in the name, style or constitution of the Tenant however such change in the name, style or constitution of the Tenant shall be effected.
6. This JOINT AND SEVERAL GUARANTEE AND INDEMNITY shall not be determined by the Landlord being absorbed by amalgamating with or taking over any other company, firm or corporation notwithstanding any change in the name of the Landlord but shall inure and be available for past and subsequent granting of the Tenancy for or by the absorbing or amalgamated company or concern.
7. If this LETTER OF OFFER / JOINT AND SEVERAL GUARANTEE AND INDEMNITY is executed by two (2) or more parties, the Guarantor(s) shall be jointly and severally liable hereunder in the same manner and with same effects as if each of them had signed separate instruments.
8. This JOINT AND SEVERAL GUARANTEE AND INDEMNITY shall not be revoked or impaired as to any one (1) or more of the Guarantor(s) by the death of one (1) or more of the indemnifiers herein so that the liability of the surviving indemnifiers shall continue notwithstanding the death of any one (1) or more of the Guarantor(s) and the estates of the deceased indemnifiers shall continue to be bound by this JOINT AND SEVERAL GUARANTEE AND INDEMNITY. Likewise, this JOINT AND SEVERAL GUARANTEE AND INDEMNITY shall continue to be in full force and binding on the Guarantor(s) notwithstanding the disability or liquidation of any or all of them.
9. The Landlord shall at its absolute discretion be entitled from time to without the Guarantor’s / Guarantors’ prior consent or without notice to the Guarantor(s), release or discharge any one (1) or more of them from the obligation of this JOINT AND SEVERAL GUARANTEE AND INDEMNITY or to accept any composition from or make any other arrangements with any of them without thereby prejudicing or affecting the Landlord’s right and remedies against the other indemnifiers herein remaining.
10. (a) Any admission or acknowledgement in writing by the Tenant or by any person authorized by the Tenant of the amount of indebtedness of the Tenant to the Landlord and any judgment obtained by the Landlord against the Tenant in respect of such indebtedness shall be binding and conclusive on and against the Guarantor(s) in all of law, tribunals and elsewhere.
(b) Further or in the alternatives, a certificate by the Landlord or its authorized representative as to monies and liabilities for the time being due and incurred to the Landlord from or by the Tenant shall be conclusive evidence in any legal proceedings against the Guarantor(s) as to the monies and liabilities for the time being due and incurred to the Landlord from or by the Tenant.
11. Any notice or demand to be issued hereunder shall be in writing and shall be served upon the party concerned by prepaid ordinary post or by hand to the address last known to the Landlord or stated herein and if sent by post shall be deemed to have been properly served within five (5) days of the posting notwithstanding that the notice or demand may be returned through the post office undelivered. Any notice or demand sent by the Landlord or any solicitors or firm of solicitor acting for the Landlord to any one (1) of the Guarantor(s) shall be deemed good and effective service on all the Guarantor(s).
12. The time provided for in law for the recovery of every money and liabilities due and under this JOINT AND SEVERAL GUARANTEE AND INDEMNITY shall not run until a demand has been made by the Landlord.
13. This JOINT AND SEVERAL GUARANTEE AND INDEMNITY shall be governed by and construed in accordance with the laws of Malaysia.
14. The Guarantor(s) shall pay to the Landlord on a full indemnity basis all costs and expenses [including the Landlord’s legal costs on a solicitor-client basis] incurred by the Landlord in respect of this JOINT AND SEVERAL GUARANTEE AND INDEMNITY and/or the recovery of all monies and liabilities due from the Tenant and/or from the Guarantor(s) to the Landlord under this JOINT AND SEVERAL GUARANTEE AND INDEMNITY including the costs and expenses of all legal proceedings brought against the Tenant and/or the Guarantor(s).
15. Until all money and liabilities due or incurred by the Tenant to the Landlord shall have been paid or discharged, the Guarantor(s), will not by paying off any sum recoverable hereunder or by any other means or on any other grounds claim any set-off or counterclaim against the Tenant in respect of any liability on the part of the Guarantor(s) or any of them to the Tenant or claim or prove competition with the Landlord in respect of any payment by the Guarantor(s) or any of them herunder or be entitled to claim or have the benefit of any set-off, counterclaim or proof against or dividend, composition or payment by the Tenant or his estate or the benefit of any other security which the Landlord now or hereafter hold for any money or liabilities due or incurred by the Tenant to the Landlord or to have any share therein.
16. This JOINT AND SEVERAL GUARANTEE AND INDEMNITY shall be in addition to and not in substitution for any other guarantee for the Tenant given by the Guarantor(s) or any of them to the Landlord.
17. Any security now or hereafter held by or for the Guarantor(s) or any of them from the Tenant in respect of the liability to the Guarantor(s) or any of them hereunder shall be held in trust for the Landlord and as security for the Guarantor’s / Guarantors’ liability hereunder.
18. The Landlord shall so long as any money remains owing hereunder have a lien on all money now or hereafter standing to the Guarantor’s / Guarantors’ credit or to the credit of any of them with the Landlord and the Landlord shall also have a lien on any stock or share certificates, title deeds or other securities belonging to the Guarantor(s) or any one (1) or more of them or under the Guarantor’s / Guarantors’ control or that of any one (1) or more of them, which been deposited with the Landlord for any purpose.
19. To give effect to this JOINT AND SEVERAL GUARANTEE AND INDEMNITY, the Landlord shall be at liberty to act as though the Guarantor(s) and each of them were principal debtors or principal debtor to the Landlord for all payments guaranteed by the Guarantor(s) to the Landlord and notwithstanding –
(a) the fact that for any reason whatsoever the signature of any one (1) or more of the Guarantor(s) to this LETTER OF OFFER / JOINT AND SEVERAL GUARANTEE AND INDEMNITY shall not bind him or his estate; or
(b) the release by the Landlord of any one (1) or more of the Guarantor(s) from further liability under this JOINT AND SEVERAL GUARANTEE AND INDEMNITY
- the remainder of the Guarantor(s) shall be bound by this JOINT AND SEVERAL GUARANTEE AND INDEMNITY and it shall be and remain a continuing security as to the others.
20. The Landlord shall be under no liability to marshal in favour of the Guarantor(s) any securities or any of the funds or assets which the Landlord may be entitled to receive or upon which the Landlord has a claim.
21. This JOINT AND SEVERAL GUARANTEE AND INDEMNITY shall be in addition to and shall not be in way prejudiced or affected by any collateral or other security now or hereafter held by the Landlord for all or any part of the money and liabilities hereby guaranteed nor shall such collateral or other security or any lien to which the Landlord may be otherwise entitled or the liability of any person or person not parties hereto for all or any part of the monies hereby secured be in anyway prejudiced or affected by this JOINT AND SEVERAL GUARANTEE AND INDEMNITY.
The Landlord shall have full powers at its discretion to give time to make payment to or make any other arrangement with any such other persons without prejudice to this JOINT AND SEVERAL GUARANTEE AND INDEMNITY or any liability hereunder and the Guarantor(s) give their consent thereto. The money received by the Landlord from the Guarantor(s) or the Tenant or any person or persons liable to pay the same may be applied by the Landlord to any account of items of account or to transaction to which the same may be applicable.
22. In these clauses where the context so permits, the singular includes the plural and vice versa and the masculine includes the feminine and the neuter gender and person includes a corporation and reference to the Landlord means VIVA VENTURE PLT (Registration No. LLP0001146-LGN).
23. No assurance, security or payment which may be avoided under sections 528 and 529 of the Companies Act 2016 (formerly sections 293 or 294 of the Companies Act 1965) or by provisions of the Insolvency Act 1967 and no release, settlement or discharge which may have been given on the faith of any such assurance, security or payment shall prejudice or affect the Landlord’s right to recover from the Guarantor(s) to the full extent of this JOINT AND SEVERAL GUARANTEE AND INDEMNITY as if such assurance, security, payment, release, settlement or discharge (as the case may be) had never been granted, given or made.
24. The Guarantor(s) unconditionally confirm and declare that their promises contained herein and their agreement to stand as surety and indemnifiers have been made and given in exchange for the promise of the Landlord to grant the Tenancy to the Tenant or continuing to grant the Tenancy notwithstanding that the date of this JOINT AND SEVERAL GUARANTEE AND INDEMNITY may be different from the date of the Tenancy and/or any other document whatsoever which the Tenant might have executed with the Landlord if any and at all.