Common use of Undertakings and Warranties Clause in Contracts

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 compliance with the undertaking to pay in accordance with the gazetted rates, PRASA CRES will impose a penalty of 5% of the monthly contract value.

Undertakings and Warranties. Further to the warranties and guarantees given elsewhere in this contractContract; 8.1 The contractor gives PRASA CRES warranties in connection with the tender all the warranties and undertakings set out in paragraph 8.6 herein, 8.2 The warranties this Contract are given as at the commencement dateCommencement Date, 8.3 8.2 Each warranty shall also be seen as an undertaking which shall continue to remain in force for the duration of this contractContract, 8.4 8.3 Where appropriate the warranties are representations and undertakings in favour of PRASA CRES, 8.5 8.4 Each of the warranties shall be qualified to the extent that the contractor Service Provider has made written disclosure against any warranty at the time of submitting the tender, 8.6 8.5 The contractor Service Provider warrants that: 8.6.1 8.5.1 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 8.5.2 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 8.5.3 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 8.5.4 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 worksthe Services; 8.6.5 it 8.5.5 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 Service Provider grants PRASA CRES the right to approach SARS should the need arise to do so. 8.6.6 8.5.6 It complies with its commitment in terms of black economic empowerment and development programme. 8.6.7 8.5.7 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 contractContract. 8.6.8 8.5.8 The contractor Service Provider furthermore warrants that all its employees are paid in accordance with the gazetted rate applicable to the cleaning industry. The contractor Service Provider 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 Service Provider r indeed complies. Should a contractor the Service Provider be found not in compliance with the undertaking to pay in accordance with the gazetted rates, PRASA CRES will may impose a penalty of 5% of the monthly contract value.

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 Contract; The warranties in this Contract are given as at the commencement date, 8.3 Commencement Date, Each warranty shall also be seen as an undertaking which shall continue to remain in force for the duration of this contract, 8.4 Contract, 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 Service Provider has made written disclosure against any warranty at the time of submitting the tender, 8.6 , The contractor Service Provider 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 ; 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 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 ; 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 the Services; 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 Service Provider 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 Contract. The contractor Service Provider furthermore warrants that all its employees are paid in accordance with the gazetted rate applicable to the cleaning industry. The contractor Service Provider 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 Service Provider r indeed complies. Should a contractor the Service Provider be found not in compliance with the undertaking to pay in accordance with the gazetted rates, PRASA CRES will may impose a penalty of 5% of the monthly contract value.

Undertakings and Warranties. Further to the warranties and guarantees given elsewhere in this contractContract; 8.1 The contractor gives PRASA CRES warranties in connection with the tender all the warranties and undertakings set out in paragraph 8.6 herein, 8.2 The warranties this Contract are given as at the commencement dateCommencement Date, 8.3 8.2 Each warranty shall also be seen as an undertaking which shall continue to remain in force for the duration of this contractContract, 8.4 8.3 Where appropriate the warranties are representations and undertakings in favour of PRASA CRES, 8.5 8.4 Each of the warranties shall be qualified to the extent that the contractor Supplier has made written disclosure against any warranty at the time of submitting the tender, 8.6 8.5 The contractor Supplier warrants that: 8.6.1 8.5.1 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 8.5.2 The information submitted by it in its tender for the Services Goods 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 8.5.3 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 8.5.4 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 worksthe Goods; 8.6.5 it 8.5.5 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 Supplier grants PRASA CRES the right to approach SARS should the need arise to do so. 8.6.6 8.5.6 It complies with its commitment in terms of black economic empowerment and development programme. 8.6.7 8.5.7 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 contractContract. 8.6.8 8.5.8 The contractor Supplier furthermore warrants that all its employees are paid in accordance with the gazetted rate applicable to the cleaning industry. The contractor Supplier 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 Supplier r indeed complies. Should a contractor the Supplier be found not in compliance with the undertaking to pay in accordance with the gazetted rates, PRASA CRES will may impose a penalty of 5% of the monthly contract value.

Undertakings and Warranties. Further 7.1 The Licensor hereby represents and warrants as below: 7.1.1 It is a limited liability company duly registered and legally existing pursuant to the warranties laws of its registration place, with an independent legal person status; it has complete, independent legal status and guarantees given elsewhere in legal capability to execute, deliver and perform this contract;Agreement, and it may be a party of a legal action independently. 8.1 The contractor gives PRASA CRES in connection with 7.1.2 It has the tender full power and authorization within the company to execute and deliver this Agreement and 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 other documents relating to the extent transactions contemplated herein to be signed by it, and it has the full power and authorization to accomplish the transactions contemplated herein. This Agreement is legally and duly signed and delivered by it. This Agreement constitutes legal and binding obligations on it, and is enforceable against it pursuant to the terms hereof. 7.1.3 The Licensor has the license right over the Licensed Trademarks hereunder within the scope that the contractor has made written disclosure against any warranty at the time of submitting the tender,is given by relevant trademark registration certificates and applicable laws and regulations. 8.6 7.2 The contractor Licensee hereby represents, warrants thatand undertakes as below: 8.6.1 All members 7.2.1 It is a limited liability company duly registered and legally existing pursuant to the laws of its Personnel shall have the qualifications registration place, with an independent legal person status; it has complete, independent legal status and experience which could reasonably legal capability to execute, deliver and perform this Agreement, and it may be expected a party of a person performing legal action independently. 7.2.2 It has the duties assigned full power and authorization from the internal company to that person execute and warrants that deliver this Agreement and all such persons will other documents relating to the transactions contemplated herein to be competent signed by it, and it has the full power and authorization to perform accomplish the duties assigned to them in a professional manner;transactions contemplated herein. This Agreement is legally and duly signed and delivered by it. This Agreement constitutes legal and binding obligations on it, and the articles contained herein are compulsorily enforceable against it. 8.6.2 7.2.3 It has, upon the information submitted by it in its tender for the Services is true and correct and that such information will form part effectiveness of this Agreement. The tender documentation referred , or will have thereafter the complete business licenses and permits required for its operation, and it has adequate rights and qualifications to in this clause is attached hereto as Annexure “A”; 8.6.3 it complies with all operate internet service business within the relevant legislation applicable to it in territory of China, and other businesses engaged by 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 soLicensee currently. 8.6.6 7.2.4 It complies with shall duly inform the Licensor of any lawsuit against it or other adverse situation, and shall make its commitment in terms of black economic empowerment and development programmebest efforts to prevent further losses. 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 compliance with the undertaking to pay in accordance with the gazetted rates, PRASA CRES will impose a penalty of 5% of the monthly contract value.

Undertakings and Warranties. Further 1. The parties undertake and warrant to the warranties each other as follows: 1.1 They are enterprises legally established and guarantees given elsewhere validly existing in this contractaccordance with laws of China; 8.1 1.2 They have all the rights and authority to execute and perform this Contract, and have not entered into any agreement or arrangement that conflicts or may conflict with this Contract; and 1.3 The contractor gives PRASA CRES authorized representatives (if necessary) signing this Contract have been granted full authority to do so in connection accordance with a valid power of attorney or a resolution of the board of directors. 2. Party A warrants and undertakes as follows: 2.1 It is the legal owner of the licensed trademarks and has the right to license the trademarks to Party B and Party B Group in accordance 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 provisions of this contract,Contract; 8.4 Where appropriate 2.2 Party A makes no warranty as to whether the warranties are representations newly added 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 unregistered licensed trademarks at the time this Agreement is executed can be registered with the competent authority; 2.3 In respect of submitting the tender,relevant licensed trademarks under this Contract, Party A licenses the relevant trademarks to Party B and Party B Group for use according to with the status of the trademarks. Party A makes no warranty of non-infringement. For trademarks in application that have not been successfully registered, Party A makes no warranty that these trademark applications can be registered; 8.6 2.4 The contractor above warranties of each entity of Party A are made only for their respective licensed matters, and each entity does not bear joint and several liability for each other. 2.5 Upon the execution of this Contract, Party A does not set any restrictive rights such as pledge rights or other security interests on the licensed trademarks; during the license period, if Party A sets any restrictive rights such as pledge rights or other security interests on the licensed trademark, invests in shares with the licensed trademarks, it shall do so under the premise of not affecting Party B and B Group’s right to use the licensed trademarks under this Contract. 3. Party B warrants thatand undertakes as follows: 8.6.1 All members of its Personnel 3.1 It shall have pay Party A the qualifications and experience which could reasonably be expected of a person performing entire consideration in accordance with the duties assigned to that person and warrants that all such persons will be competent to Contract after execution; 3.2 It shall properly perform the duties assigned to them matters agreed in a professional mannerthis Contract, including but not limited to, license use standard, trademark maintenance, trademark protection, and bear all costs that may be involved; 8.6.2 3.3 It has not taken any action or omitted to take any action to cause or allow the information submitted by it in its tender for rights attached under this Contract to be prejudiced or the Services is true and correct and that such information will form part assignment of this Agreement. The tender documentation Contract to be invalid; and 3.4 It shall accept that Party A may license the trademarks in application and licensed trademarks referred to in this clause Contract on an as-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 sobasis. 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 compliance with the undertaking to pay in accordance with the gazetted rates, PRASA CRES will impose a penalty of 5% of the monthly contract value.

Undertakings and Warranties. Further to the warranties 1. The Seller undertakes 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 (1) The Seller is a corporation registered and validly existing pursuant to Chinese laws; (2) The Seller has obtained all necessary government approvals for development and construction of the Property; (3) There is no lawsuit, arbitration or any other legal action against the Seller or the Property that may constitute a legal obstacle against the Seller’s execution and performance of the Advance Sale Contract; (4) The Seller’s execution and performance of this Supplementary Agreement will not breach any statutory or contractual obligation that it ought to bear; (5) The Seller has not set any other encumbrance on the Property (excluding the existing mortgage set by Construction Bank of China), neither shall it negotiate or dispose of the Property with any third party after signing the Advance Sale Contract, and nor shall it set any mortgage on the Property and the corresponding land; (6) The Seller guarantees the authenticity and validity of the completion drawings, change negotiations and other technical documents and descriptions that are delivered to the Buyer after signing of this Contract, and will bear the losses caused to the Buyer as result of errors in such documents and materials; (7) The Seller has fulfilled all necessary authorization procedures for execution and performance of the Advance Sale Contract, and the person signing the Contract on behalf of the Seller is the legal authorized representative of the Seller; and (8) All members above undertakings shall remain valid after execution of its Personnel the Advance Sale Contract and after the Seller’s full performance of all obligations thereunder, and the Seller shall not withdraw them. 2. The Buyer undertakes that: (1) The Buyer is a corporation registered and validly existing pursuant to Chinese laws; (2) The Buyer has obtained all necessary approvals from national authorities in charge for purchase of the Property; (3) The Buyer’s execution and performance of this Supplementary Agreement does not breach any law, regulation, rule, ruling, order, injunction or any undertaking, warranty to or agreement with any other person; (4) The Buyer has fulfilled all necessary authorization and approval procedures for execution and performance of this Supplementary Agreement and the person signing this Supplementary Agreement on behalf of the Buyer is the legal authorized representative of the Buyer; (5) The purchase price paid by the Buyer shall be from a lawful source and shall not be subject to resort by any third party. If the purchase price paid by the Buyer is tracked, frozen by an appropriate authority or has caused the Seller to lose possession thereof, the Seller 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 immediately cancel the need arise to do so.Advance Sale Contract and this Supplementary Agreement, take back the Property and dispose of it. All resulting consequences shall be borne by the Buyer, and the Buyer shall also compensate the losses suffered by the Seller; and 8.6.6 It complies with its commitment in terms of black economic empowerment and development programme. 8.6.7 Any breach (6) All above undertakings shall remain valid after execution of the above warrantiesAdvance Sale Contract and after the Buyer’s full performance of all obligations thereunder, or any failure to observe and the undertakings given Buyer shall amount to a material breach for the purposes of clause 13 of this contractnot withdraw them. 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 compliance with the undertaking to pay in accordance with the gazetted rates, PRASA CRES will impose a penalty of 5% of the monthly contract value.

Undertakings and Warranties. Further In addition to and notwithstanding all other warranties express or implied in this Agreement, the Operator undertakes and warrants to the warranties Access Provider that: (a) it is duly incorporated and guarantees given elsewhere in is empowered to enter into this contractAgreement and to do all things that it is required to do by this Agreement; 8.1 The contractor gives PRASA CRES (b) it has the resources and ability to perform all of its obligations under this Agreement; (c) all things have been done or will be done as may be necessary to render this Agreement legally enforceable in accordance with its terms and fully valid and binding on it; (d) all authorisations by any Governmental Agency that are required or will be required in connection with the tender all execution and delivery of, the performance of obligations under or the validity or enforceability of, this Agreement, including the Accreditation, have been obtained or effected and are fully operative and in full force and effect; (e) there is no litigation, arbitration or administrative proceedings taking place, pending or, to its knowledge, threatened against it which could have a material adverse effect on its ability to perform its obligations under this Agreement; (f) it will as soon as practicable notify the Access Provider of the occurrence of, or pending or threatened occurrence of, any event that may cause or constitute a material breach of any of the acknowledgments, representations, warranties or covenants of the Operator under this Agreement and undertakings set out in paragraph 8.6 herein,any event that could have a material adverse effect on its ability to perform its obligations under this Agreement; 8.2 The warranties are given as at (g) it has prior to the commencement date, 8.3 Each warranty shall also be an undertaking which shall continue to remain in force for the duration date of this contract, 8.4 Where appropriate Agreement and after reasonable enquiry and investigation disclosed to the warranties are representations and undertakings in favour of PRASA CRES, 8.5 Each Access Provider all information that the Access Provider has requested under Clause 3(b) of the warranties shall be qualified to the extent Negotiation Guidelines, being information 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 regarded as affecting to a substantial extent the decision of the Access Provider to enter into this Agreement or to allocate a Train Path to the Operator; (h) it has taken all reasonable steps to ensure that no statement or representation made by it or on its behalf to the Access Provider in negotiations antecedent to this Agreement or to the allocation 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 Train Path is misleading or deceptive 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 soany material respect. 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 compliance with the undertaking to pay in accordance with the gazetted rates, PRASA CRES will impose a penalty of 5% of the monthly contract value.

Undertakings and Warranties. Further to the warranties and guarantees given elsewhere in this contractContract; 8.1 The contractor gives PRASA CRES warranties in connection with the tender all the warranties and undertakings set out in paragraph 8.6 herein, 8.2 The warranties this Contract are given as at the commencement dateCommencement Date, 8.3 8.2 Each warranty shall also be seen as an undertaking which shall continue to remain in force for the duration of this contractContract, 8.4 8.3 Where appropriate the warranties are representations and undertakings in favour of PRASA CRESPRASA, 8.5 8.4 Each of the warranties shall be qualified to the extent that the contractor Service Provider has made written disclosure against any warranty at the time of submitting the tender, 8.6 8.5 The contractor Service Provider warrants that: 8.6.1 8.5.1 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 8.5.2 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 8.5.3 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 8.5.4 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 worksthe Services; 8.6.5 it 8.5.5 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 Service Provider grants PRASA CRES the right to approach SARS should the need arise to do so. 8.6.6 8.5.6 It complies with its commitment in terms of black economic empowerment and development programme. 8.6.7 8.5.7 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 contractContract. 8.6.8 8.5.8 The contractor Service Provider furthermore warrants that all its employees are paid in accordance with the gazetted rate applicable to the cleaning SAP industry. The contractor Service Provider 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 Service Provider indeed complies. Should a contractor the Service Provider be found not in compliance with the undertaking to pay in accordance with the gazetted rates, PRASA CRES will may impose a penalty of 5% of the monthly contract value.

Undertakings and Warranties. Further to The Parties are duly incorporated and validly existing under the warranties laws of their places of incorporation. The Parties have taken all necessary actions and guarantees given elsewhere in this contract; 8.1 The contractor gives PRASA CRES in connection with the tender (unless otherwise expressly provided herein) obtained all the warranties consents, approval documents, authorizations 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 permits required 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 entering into this Agreement. The tender documentation referred entering into of this Agreement shall not violate (i) the Articles of Association of the Parties, (ii) any other agreements or obligations of the Parties, or (iii) any existing laws, statues or orders in the PRC or other relevant places. The representatives of the Parties to in sign this clause is attached hereto as Annexure “A”; 8.6.3 it complies with Agreement have been duly authorized to sign this Agreement. The Parties undertake to conduct and procure their respective subsidiaries to conduct all such necessary acts or matters that are required (or not to conduct all such acts or matters that should not be conducted) for their due performance of obligations hereunder. If at any time during the term of this Agreement, any Party requests any subsidiary of the other Party to sign a separate specific implementation or supplemental agreement on the implementation of this Agreement by such subsidiary subject to this Agreement, the Parties warrant to procure the signing of such agreement between the relevant legislation applicable to it subsidiary and the other Party in the form of statutes, ordinances, bylaws, regulations or otherwise in force from time required. The Parties undertake and warrant that they are authorized to time, which apply in relation sign this Agreement. Party A agrees to its employees; 8.6.4 it complies with all laws, regulations ordinances, provide services to and accept services provided 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 Party B in accordance with the gazetted rate applicable requirements of this Agreement, and for that purpose, hereby undertakes and warrants to Party B as follows: (1) Party A undertakes and warrants to guarantee the quality of the Comprehensive Services provided, and that such quality shall not be inferior to the cleaning industrylevel of the same type of services provided by Party A to Independent Third Party after this Agreement becoming effective. (2) Party A warrants that the service quality of the Comprehensive Services to be provided by it to Party B shall be guaranteed, and that the Comprehensive Services shall be provided with priority to Party B at the most competitive quality and price then available. Party B agrees to accept services provided by and provide services to Party A in accordance with the requirements of this Agreement, and undertakes and warrants to Party A as follows: (1) Party B undertakes and warrants that the service quality of the Comprehensive Services to be provided by it to Party A shall be guaranteed, and the Comprehensive Services shall be provided with priority to Party A at the most competitive quality and price then available. (2) Party B undertakes and warrants that the quality of the Comprehensive Services provided shall not be inferior to the level of the same type of services enjoyed by Party B prior to the effective date of this Agreement, and shall not be inferior to the level of the same type of services provided by Party B to Independent Third Party after the effective date of this Agreement. (3) Unless otherwise provided in other provisions herein, any fees payable by Party B shall, as agreed by the Parties, be prepaid by Party B to Party A on a monthly basis and settled on a quarterly basis. Party B warrants that it shall pay the fees on the payment date and in the amount specified herein to Party A. In order to ensure the effective, timely and full implementation of this Agreement, the Parties shall co-operate with each other. Where there is any material change in the circumstances under which the services are provided that renders the failure of a Party to perform its obligations hereunder, the Party shall promptly notify the other Party thereof. The contractor is Parties agree to: provide relevant services to supply PRASA CRES with quarterly reports confirming compliance with the same. Should a need ariseeach other, PRASA CRES might conduct a 10% sampling test to satisfy itself that contractor indeed complies. Should a contractor be found not and settle in compliance with the undertaking scope of services, pricing principle and applicable industry settlement rules as provided in this Agreement. The Parties agree that: this Agreement shall be valid for a term of three years from 1 January 2014. The Parties confirm that the annual caps of the Comprehensive Services for 2014, 2015 and 2016 shall be: (1) The annual caps for 2014 shall amount to pay RMB7,514.04 million, of which: (i) RMB2,933.18 million shall be the annual caps for the transportation services provided to Party B by Party A; (ii) RMB1,981.84 million shall be the annual caps for the railway related services provided to Party B by Party A; (iii) RMB2,576.02 million shall be the annual caps for the transportation services provided to Party A by Party B; (iv) RMB23.00 million shall be the annual caps for the railway related services provided to Party A by Party B. (2) The annual caps for 2015 shall amount to RMB8,641.15 million, of which: (i) RMB3,373.16 million shall be the annual caps for the transportation services provided to Party B by Party A; (ii) RMB2,279.12 million shall be the annual caps for the railway related services provided to Party B by Party A; (iii) RMB2,962.42 million shall be the annual caps for the transportation services provided to Party A by Party B; (iv) RMB26.45 million shall be the annual caps for the railway related services provided to Party A by Party B. (3) The annual caps for 2016 shall amount to RMB9,937.32 million, of which: (i) RMB3,879.13 million shall be the annual caps for the transportation services provided to Party B by Party A; (ii) RMB2,620.99 million shall be the annual caps for the railway related services provided to Party B by Party A; (iii) RMB3,406.78 million shall be the annual caps for the transportation services provided to Party A by Party B; (iv) RMB30.42 million shall be the annual caps for the railway related services provided to Party A by Party B. Subject to the terms and conditions of this Agreement, the respective subsidiaries of Party A and Party B may further enter into specific contracts for each Comprehensive Service to stipulate its specific terms (including but not limited to forms of order and payment, etc.). Such specific contracts shall be in accordance compliance with the gazetted ratesprinciples, PRASA CRES will impose a penalty terms and conditions of 5% this Agreement, and the requirements of the monthly contract valuerelevant laws (including but not limited to the Stock Exchange Listing Rules and the SSE Listing Rules).

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 seen as 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 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 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 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 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 compliance with the undertaking to pay in accordance with the gazetted rates, PRASA CRES will impose a penalty of 5% of the monthly contract value.