Undertakings and Warranties. Further to the warranties and guarantees given elsewhere in this contract;
8.1 The contractor gives PRASA CRES in connection with the tender all the warranties and undertakings set out in paragraph 8.6 herein,
8.2 The warranties are given as at the commencement date,
8.3 Each warranty shall also be an undertaking which shall continue to remain in force for the duration of this contract,
8.4 Where appropriate the warranties are representations and undertakings in favour of PRASA CRES,
8.5 Each of the warranties shall be qualified to the extent that the contractor has made written disclosure against any warranty at the time of submitting the tender,
8.6 The contractor warrants that:
8.6.1 All members of its Personnel shall have the qualifications and experience which could reasonably be expected of a person performing the duties assigned to that person and warrants that all such persons will be competent to perform the duties assigned to them in a professional manner;
8.6.2 the information submitted by it in its tender for the Services is true and correct and that such information will form part of this Agreement. The tender documentation referred to in this clause is attached hereto as Annexure “A”;
8.6.3 it complies with all the relevant legislation applicable to it in the form of statutes, ordinances, bylaws, regulations or otherwise in force from time to time, which apply in relation to its employees;
8.6.4 it complies with all laws, regulations ordinances, by laws in force from time to time which apply to the type of manner in which it conducts its works;
8.6.5 it conducts its tax affairs in an orderly and lawful manner and complies with all laws and directives relating to its tax situation; the contractor grants PRASA CRES the right to approach SARS should the need arise to do so.
8.6.6 It complies with its commitment in terms of black economic empowerment and development programme.
8.6.7 Any breach of the above warranties, or any failure to observe the undertakings given shall amount to a material breach for the purposes of clause 13 of this contract.
8.6.8 The contractor furthermore warrants that all its employees are paid in accordance with the gazetted rate applicable to the cleaning industry. The contractor is to supply PRASA CRES with quarterly reports confirming compliance with the same. Should a need arise, PRASA CRES might conduct a 10% sampling test to satisfy itself that contractor indeed complies. Should a contractor be found not in complia...
Undertakings and Warranties. 7.1 Party A hereby represents, represents and warrants that:
7.1.1 It is a limited liability company duly incorporated and validly existing under the laws of its place of registration as an independent judicial person and with complete, independent legal status and legal competence to execute, deliver and perform this Agreement, and with the capacity as an independent subject of proceedings.
7.1.2 It is vested with full internal power and authorities to execute and deliver this Agreement and all other documents to be executed by it in relation to the transaction referred to in this Agreement and to complete the transaction referred to in this Agreement. This Agreement is legally and properly executed and delivered by it. This Agreement constitutes a legal and binding obligation on it, enforceable against it in accordance with the terms of the Agreement.
7.1.3 At the effective date of this Agreement, it has complete certificates necessary for the operation of the business scope under its Business License, and has full rights and qualifications to carry out Party A’s Business it currently engaged in within the territory of PRC.
7.1.4 It shall provide Party B with the quarterly consolidated financial statement for the previous quarter and the budget for the next quarter within fifteen (15) business days after each quarter and shall provide the annual consolidated financial statement for the previous fiscal year and the budget for the next fiscal year within thirty (30) business days after each fiscal year.
7.1.5 It shall promptly notify Party B of all legal proceedings and other unfavorable situations that involve itself and its subsidiaries and shall make utmost efforts to prevent further losses and damages.
7.1.6 Without prior written consent from Party B, Party A shall neither dispose major assets of the company or its subsidiaries nor change the current equity structure of the company and its subsidiaries.
7.2 Party B hereby represents and warrants that:
7.2.1 It is a limited liability company duly incorporated and validly existing under the laws of its place of registration as an independent judicial person and with complete, independent legal status and legal competence to execute, deliver and perform this Agreement, with the capacity of an independent subject of proceedings.
7.2.2 It is vested with full internal power and authorities to execute and deliver this Agreement and all other documents to be executed by it in relation to the transaction referr...
Undertakings and Warranties. 22.1 Each party warrants that it has the requisite power and authority to enter into this Agreement and to carry out its obligations as contemplated by this Agreement.
22.2 Each party represents and warrants to the other party that:
(a) it shall perform any work in connection with this Agreement in accordance with all Applicable Laws, the party’s appropriate internal procedures and Good Industry Practice;
(b) it shall perform all work using a sufficient number of appropriately qualified and skilled personnel and in the case of the Customer such personnel who have accreditation in accordance with Schedule 3.
Undertakings and Warranties. Party B hereby undertakes and warrants to Party A that:
3.1.1 the Loan will be used solely for the purpose of purchasing the 80% shareholding of the Domestic Company;
3.1.2 she has and shall maintain the full power and authority to enter into this Agreement, to borrow the Loan and to perform her obligations hereunder;
3.1.3 there are no civil or criminal, claims, actions, suits, investigations or proceedings pending or, to her knowledge, threatened against her;
3.1.4 there is no provision of any Agreement, enforceable judgement or order of any court binding on her or affecting her property, which would in any way prevent or materially adversely affect her execution or performance of this Agreement;
3.1.5 the execution and performance of this Agreement and the realization of Party A’s rights hereunder will not violate any mortgage right, contract, judgement, decree or law which is binding upon her or her assets;
3.1.6 upon her investment in the Domestic Company, she shall be the sole legal and beneficial owner of his Shares, free and clear of all pledges and encumbrances other than the security interest created by this Agreement;
3.1.7 she shall cause the pledge of her respective Shares to Party A to be recorded on the Domestic Company’s register of shareholders;
3.1.8 upon the establishment of the Domestic Company, she shall provide to Party A a certificate from the Domestic Company evidencing her ownership of the Shares (a “Certificate”) together with an Assignment Agreement, substantially in the form attached hereto as an Appendix;
3.1.9 for the duration of this Agreement, she will not cause the Domestic Company, without the written consent of Party A, to engage directly or indirectly in any business activities which compete with those of Party A other than those described in Recital B above;
3.1.10 she will, at any time and at Party A’s expense, defend the Shares against any third party claims;
3.1.11 without the consent of Party A, except as expressly permitted hereunder, she will not arrange for or otherwise permit or cause the issuance of any new shares of capital stock of the Domestic Company;
3.1.12 she shall do or cause to be done all such acts, and execute or cause to be executed any necessary documents and registrations, such that the conversion of the Loan, the Share Transfers and all other transactions contemplated hereunder are effected in a legal and valid manner; and
3.1.13 she shall maintain as strictly confidential the existence and provi...
Undertakings and Warranties. 7.1 The Borrowers hereby undertake and warrant that without prior written consent of the Lender, they will not make or authorize others (including but not limited to the directors of the Domestic Company they nominate) to make any resolution, instruction, consent or order, agreeing, authorizing or procuring the Domestic Company to carry out any transactions that will or may have material effect on the assets, rights, obligations or business of the Domestic Company (including its branches and/or subsidiaries) (“Prohibited Transactions”), including but not limited to:
(a) Borrowing or incurring any debt from any third party (except the debt with a single amount of no more than RMB 100,000, or the debts with an aggregate amount of no more than RMB 100,000 within six (6) consecutive months, incurred during the normal course of business);
(b) Providing any security in favor of any third party for its own debt, or providing any security for any third party;
(c) Transferring any business, material asset, or actual or potential business opportunity to any third party;
(d) Transferring or licensing to any third party any domain name, trademark or other intellectual property to which the Domestic Company holds legal title, or disposing of the material asset of the Domestic Company in other forms;
(e) Transferring to any third party part or all of their equity in the Domestic Company; or
(f) Other major transactions; or enter into any agreement, contract, memorandum or other forms of transaction documents on the Prohibited Transactions (“Prohibited Documents”), nor permit, through action or inaction, the making of any Prohibited Transactions or signing of any Prohibited Documents.
7.2 The Borrowers will procure the directors and officers of the Domestic Company to strictly comply with the provisions hereof when they perform their duties in the capacity of directors or officers of the Domestic Company, and will not take any action or inaction in contradiction with the above undertaking.
7.3 The Borrowers will immediately, without any delay, notify the Lender of any circumstance that the equity held by them in the Domestic Company may be transferred to any third party other than the Lender or the individual or entity designated by the Lender due to any applicable law, the decision or award of any court or arbitrator, or any other reasons, once they know or should have known such circumstance.
Undertakings and Warranties. 5.1 Licensor shall indemnify and hold harmless Licensee from and against any direct loss, damage, cost, liability or expense (including reasonable legal and professional fees) arising out of any third party legal action (together, “Claims”) taken against Licensee claiming infringement of intellectual property rights in connection with the Services. This indemnity shall not apply to the extent Licensee has used the Content in breach of the Contract.
5.2 Licensor shall make the Services available via the Website.
5.3 Licensor shall also:
5.3.1 Use all reasonable endeavours to ensure that its server has adequate capacity and bandwidth to support the usage of Licensee at a level commensurate with the standards of availability for information services of similar scope operating via the world wide web, as such standards evolve from time to time during the Subscription Period; and
5.3.2 Use all reasonable endeavours to make the Services available to Licensee at all times, save for routine maintenance, and promptly to restore access to the Services in the event of an interruption of the Services.
5.4 Licensee hereby acknowledges publishing schedules for the Services are subject to modification from time to time, in common with standard industry practice.
5.5 Licensor shall provide usage information for Licensee’s internal use only.
5.6 Licensor will use all reasonable endeavours to ensure that the Services will perform in accordance with any Licensor user guide that is available to Licensee. If the Services fail to perform correctly in all material respects, then Licensor’s obligation shall be limited to using its reasonable efforts to remedy any deficiencies in the affected Services, or at its option, to cancelling, crediting, or refunding the Fee due from Licensee in respect of any period in excess of five (5) business days during the Subscription Period. Neither party shall be liable for any consequential, economic or other direct or indirect loss or damage (including but not limited to any damages payable to a third party, loss of profits or wasted resources) suffered by the other party, provided that the maximum aggregate liability of either party shall not exceed the total fees payable by Licensee for the preceding period of twelve (12) months. The foregoing exclusions and limitations of liability shall not apply in the case of death or personal injury or to violations of Article 4 or indemnities under Article 5.
5.7 Except as provided in Clause 5.6, the Ser...
Undertakings and Warranties. 7.1. The Borrowers hereby irrevocably undertake and warrant that without prior written consent of the Lender, the Borrowers will not effect or authorize others (including, without limitation, the directors of Zhejiang Taobao nominated by them) to effect any resolution, instruction, approval or order in any manner, causing Zhejiang Taobao to carry out any transaction which will have, or is likely to have, a material effect on the assets, rights, obligations or business of Zhejiang Taobao (including its branches and/or subsidiaries) (“Restricted Transaction”), including, without limitation,:
(i) any borrowing from a third party or any incurring of any debt, other than debts in an amount of no more than RMB50,000 arising in the ordinary course of business, either in a single instance, or cumulatively over a period of 6 consecutive months;
(ii) provision of security to a third party in connection with its own debt or provision of any security for a third party;
(iii) transfer of any business, material asset or actual or potential business opportunity to a third party;
(iv) transfer or licensing to a third party of any domain name, trademark or other intellectual properties rightfully possessed by Zhejiang Taobao;
(v) transfer to a third party of all or part of the Borrowers’ equity interests in Zhejiang Taobao;
(vi) any other material transaction; nor shall Zhejiang Taobao be caused to enter into any agreement, contract, memorandum or other forms of transaction documents (“Restricted Document”) in connection with the Restricted Transactions or suffer, through any form of omission, the carrying out of any Restricted Transaction or the entry into of any Restricted Documents.
7.2. The Borrowers will cause the directors and officers of Zhejiang Taobao to strictly comply with the provisions of this Agreement during their exercise of their duties as director or officer of Zhejiang Taobao and not to do or omit to do, in any manner whatsoever, anything contrary to any of the foregoing undertakings.
Undertakings and Warranties. If the estate agent or any other person has made any representations, warranties or undertakings to the Employer regarding the works, the Employer records these in Annexure F – RECORDAL OF ADDITIONAL REPRESENTATIONS so that the Contractor may be aware of those representations, warranties or undertakings. Should nothing be recorded on the version of the agreement signed by the Contractor, then the Employer has agreed that this document constitutes the entire agreement concluded between the parties in relation to the works and the other subject matter hereof, and no warranties, undertakings or representations other than those specifically recorded herein may be relied on by either of the parties. RECORDAL OF ADDITIONAL REPRESENTATIONS SIGNED at on this day of 20
2. CONTRACTOR
4. EMPLOYER
Undertakings and Warranties. Party A warrants that the equity interests transferred to Party B as specified in Article I hereof is legally owned by Party A, and that Party A has complete and effective right of disposal thereof. Party A warrants that the equity interests it transfers are not subject to any pledge or other security interests or any third-party claims.
Undertakings and Warranties. 1. After signing of this Agreement and unless otherwise specified herein, Party A undertakes that it will not set any form of mortgage on the Premises (including the land use right and the construction in progress) without permission of Party B, and that the Premises (including the land use right and the construction in progress) will not be sealed up or subject to other judicial enforcement measures.
2. Party A undertakes that all information and/or material it provides to Party B before executing this Agreement is true, and that it will immediately inform Party B of any circumstance that occurs before consummation of the transaction and may affect the transaction (for instance, windup, liquidation, or legal action, arbitration or other legal proceedings involving the Premises).
3. Party A warrants that it lawfully possesses the land use right of the Land and has the right to develop and construct the Premises according to this Agreement, that it is the sole legal and actual owner of the Premises, has lawful and valid qualification for real estate development, and has the full right to execute and perform this Agreement. The Premises is free of ownership encumbrances that may have negative influence on the rights and interests of Party B hereunder.
4. Except for those that have been disclosed, if Party A is involved in any legal action, arbitration, prosecution, administrative or other legal proceedings or dispute with regard to the Premises, it shall immediately inform Party B. If there is any outstanding Premises payment, land transfer price or any other expenses payable but unpaid and/or disputes in connection with development and construction of the Premises or arising from the late payment of the compensation by Party A in accordance with the Agreement On Compensation For The Development Of The Reserved Land entered by Party A and Beijing Land Reserve Center, or if there is any administrative penalty caused by the failure of Party A to start construction at the time specified in the Contract on the Transfer of the Use Right of the State Owned Construction Land, Party A shall bear all liabilities, including but not limited to the compensation liability, administrative penalties, arising there from.
5. Party A undertakes to purchase sufficient amount insurance for the construction of the Premises during the construction period according to the requirements of laws and policies.
6. Party A undertakes to independently bear the responsibility of payment t...
