Common use of CONDITION AND LIMIT Clause in Contracts

CONDITION AND LIMIT. 4A.1 It is acknowledged that KWHK has entered into the Other Warehouses Management Agreements with certain registered owners of real property, each of which will as at the Commencement Date be a wholly-owned subsidiary of Kerry Holdings Limited, to provide certain building management services, leasing management services, operation of warehouse facilities and other related services. 4A.2 It is further acknowledged that, as Kerry Holdings Limited is a “connected person” (as such term is defined in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”)) of Xxxxx Logistics Network Limited, the wholly-owned parent of KWHK, the aggregate transaction amounts under this Agreement and the Other Warehouses Management Agreements for each relevant financial year is limited to an Annual Cap. 4A.3 To ensure compliance by Xxxxx Logistics Network Limited with the Listing Rules, notwithstanding any other provision in this Agreement to the contrary but subject to Clauses 4A.4 and 4A.6, the Owner and KWHK hereby agree that neither the Owner nor KWHK shall perform any services or otherwise take any action under this Agreement if and to the extent such performance of services or action would result in the aggregate transaction amounts under this Agreement and the Other Warehouses Management Agreements in respect of any financial year exceeding the relevant Annual Cap. 4A.4 In respect of payments from KWHK to the Owner, only amounts payable by KWHK as principal (including the difference between the Guaranteed GR and the Actual GR, if applicable) are subject to the relevant Annual Cap. To the extent KWHK collects gross revenue from tenants on behalf of the Owner and such amounts (after deducting applicable fees, commissions, outgoings and other expenses) are then transferred by KWHK to the Owner (including the Monthly Yield), such amounts are payments from tenants to the Owner for which KWHK has no proprietary interest, and therefore are not subject to the relevant Annual Cap. 4A.5 KWHK shall from time to time notify the Owner of the aggregate transaction amounts under this Agreement and the Other Warehouses Management Agreements in respect of a financial year so as to facilitate compliance by KWHK and the Owner with the requirements under Clause 4A.3. 4A.6 KWHK undertakes to the Owner that in the event that the aggregate transaction amounts under this Agreement and the Other Warehouses Management Agreements in respect of any financial year is expected or likely to exceed the relevant Annual Cap, it shall, on a best effort basis, take such action to seek the increase of the relevant Annual Cap by Xxxxx Logistics Network Limited (including seeking approval from the independent shareholders of Xxxxx Logistics Network Limited) in order to allow the parties to perform the obligations contemplated under this Agreement and the Other Warehouses Management Agreements. 4A.7 For purposes of this Clause 4A,

CONDITION AND LIMIT. 4A.1 It is acknowledged that KWHK has entered into the Other Warehouses Management Agreements with certain registered owners of real property, each of which will as at the Commencement Date be a wholly-owned subsidiary of Kerry Xxxxx Holdings Limited, to provide certain building management services, leasing management services, operation of warehouse facilities and other related services. 4A.2 It is further acknowledged that, as Kerry Xxxxx Holdings Limited is a “connected person” (as such term is defined in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”)) of Xxxxx Logistics Network Limited, the wholly-owned parent of KWHK, the aggregate transaction amounts under this Agreement and the Other Warehouses Management Agreements for each relevant financial year is limited to an Annual Cap. 4A.3 To ensure compliance by Xxxxx Logistics Network Limited with the Listing Rules, notwithstanding any other provision in this Agreement to the contrary but subject to Clauses 4A.4 and 4A.6, the Owner and KWHK hereby agree that neither the Owner nor KWHK shall perform any services or otherwise take any action under this Agreement if and to the extent such performance of services or action would result in the aggregate transaction amounts under this Agreement and the Other Warehouses Management Agreements in respect of any financial year exceeding the relevant Annual Cap. 4A.4 In respect of payments from KWHK to the Owner, only amounts payable by KWHK as principal (including the difference between the Guaranteed GR and the Actual GR, if applicable) are subject to the relevant Annual Cap. To the extent KWHK collects gross revenue from tenants on behalf of the Owner and such amounts (after deducting applicable fees, commissions, outgoings and other expenses) are then transferred by KWHK to the Owner (including the Monthly Yield), such amounts are payments from tenants to the Owner for which KWHK has no proprietary interest, and therefore are not subject to the relevant Annual Cap. 4A.5 KWHK shall from time to time notify the Owner of the aggregate transaction amounts under this Agreement and the Other Warehouses Management Agreements in respect of a financial year so as to facilitate compliance by KWHK and the Owner with the requirements under Clause 4A.3. 4A.6 KWHK undertakes to the Owner that in the event that the aggregate transaction amounts under this Agreement and the Other Warehouses Management Agreements in respect of any financial year is expected or likely to exceed the relevant Annual Cap, it shall, on a best effort basis, take such action to seek the increase of the relevant Annual Cap by Xxxxx Logistics Network Limited (including seeking approval from the independent shareholders of Xxxxx Logistics Network Limited) in order to allow the parties to perform the obligations contemplated under this Agreement and the Other Warehouses Management Agreements. 4A.7 For purposes of this Clause 4A,