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REPRESENTATIONS AND

WARRATIES – PROPERTY
COMPANY

Warranties i.r.o. title to the ordinary shares

1.1. The Seller warrants that on the Signature Date hereof and on
the Effective Date:

1.1.1. it will be entitled to give free and unencumbered title of the Sale
Shares to the Purchaser, which shall acquire the Sale Shares
free of any charge, lien and/or encumbrance; and

1.1.2. it will be the beneficial owner of the Sale Shares.

1.2. No warranties or representations, express or tacit, which are not


set forth in this Agreement shall be binding on the Seller and
the Sale Shares and Loan Account are sold voetstoots.

1.3. The benefit in and risk relating to the Sale Shares and the Loan
Account shall be deemed to have passed to the Purchaser with
effect from the Effective Date.

1.4. The Seller gives the Purchaser the Warranties on the basis that
notwithstanding that the Purchaser is or should be aware that
any Warranty is or may be incorrect, each Warranty constitutes
a contractual undertaking by the Seller to ensure that the
Warranty is true and correct in addition to any status it may
have as a representation inducing the Purchaser to enter into
this Agreement.

Warranties i.r.o. title to the ordinary shares


 Standard representations and warranties i.r.o
Preference Shares to be inserted.

Warranties i.r.o. the Property and the


Company:
1 INTERPRETATION

1.1 For purposes of this appendix, unless inconsistent with or otherwise


indicated by the context, words and phrases defined in the
Agreement bear corresponding meanings herein provided that the
following words and phrases shall have the following meanings:-

1.1.1 "the Act" means the Companies Act 1973 as amended;

1.1.2 "the Agreement" means the Agreement to which this


schedule of warranties is annexed as Appendix 1;

1.1.3 "Applicable Legal Provisions" means all laws, statutes,


by-laws, ordinances, regulations, orders and other measures
having the force of law to the extent that such legal provisions
are applicable to the Company and/or its affairs;

1.1.4 "Contracts" mean all the contracts entered into by the


Company listed in Appendix 1.1;

1.1.5 "the Development" means the proposed business and light


industrial development on the Properties to be known as "[•]"
in accordance with the lay-out plan attached hereto as
Appendix 1.2;

1.1.6 "Tax" means any tax, levy or charge which may be levied on
the Company, its business or assets.

2 INTRODUCTION

The Borrower gives to the Lender the Warranties on the basis that
each Warranty –

2.1 is given as at the Signature Date, the Effective Date and the
period between those two dates;

2.2 is a separate warranty and shall not be limited or restricted by


inference or otherwise by the terms of any other warranty;

2.3 shall be deemed to be a material warranty inducing the Lender to


enter into this Agreement; and

2.4 shall remain in force after the Effective Date.

3 STATUS

3.1 The Company is duly registered in accordance with the Act.

3.2 No steps have been taken and no steps are pending or threatened
in respect of the Company in terms of any Applicable Legal
Provisions for its deregistration, judicial management or winding
up (whether provision or final).

4 FOUNDING DOCUMENTS

The copies of the Certificate of Incorporation and Memorandum and


Articles of Association of the Company and other founding
documents of the Company which have been exhibited by the
Borrower to the Lender are accurate in all respects and there has not
been any change therein.

5 CAPITAL

5.1 The authorised share capital of the Company is R [•] ([•] Rand)
divided into [•] ([•]) ordinary shares of par value R[•]([•] Rand)
each.

5.2 The issued share capital of the Company is R[•].00 ([•] Rand)
divided into [•] ([•] hundred) ordinary shares of par value R[•],00
([•] Rand) each.

5.3 No resolution has been passed nor is the Company under any
obligation (whether contingent upon the exercise of any right or
otherwise) to pass any resolution for the increase or reduction of the
authorised or issued share capital of the Company or to amend any
of the rights attaching to any of the shares in the capital of the
Company or to amend the Articles of Association or any other
founding document of the Company.

5.4 All the authorised and issued shares in the capital of the Company
are of one class and will rank pari passu with one another.

5.5 The Company is not obliged to cancel any of the shares in the
Company or to amend its Memorandum or Articles of Association
or any other founding document.

5.6 No person has any rights to obtain an order for the rectification of
the register of members of the Company which is true and correct.

5.7 All the books and records of the Company have been properly
maintained according to law and according to generally accepted
accounting practice and are capable of being written up within a
reasonable time to as to record all the transactions of the
Company.

5.8 The minute books of the Company contain all resolutions passed
by the directors and members thereof.

5.9 No person has any option, right of pre-emption or right of


allotment in respect of the assets of the Company.

6 CONTRACTS

6.1 The Company is not party to any contracts other than the
Contracts.

6.2 Except for the Contracts, the Company is not bound by any
contract whatsoever.

6.3 The Company has complied in all material respects with the
provisions of the Contracts, is not in default under any of them in
any material respect and no other party to any such Contract is in
default in any material respect thereunder or entitled to demand
premature termination of such Contract.
6.4 In particular the Company is not a party to -

6.4.1 any long term, abnormal or unusually onerous agreement;

6.4.2 any guarantee, suretyship or indemnity of whatsoever nature;

6.4.3 any contract or commitment to make any further material


capital expenditure;

6.4.4 any agreement in terms of which the conduct of its business


is dependent on the indulgence of a third party in terms of
which the Company is restricted in the field in which it carries
on business; and

6.4.5 any agreement or contract for the management of the


business or assets of the Company.

6.5 The entering into of the Contracts by the Company has been
properly authorised.

6.6 The Company is under no obligation and is not party to any


transaction which cannot be regularly performed.

6.7 The contracts are valid and binding and enforceable in accordance
with their terms.

7 ASSETS

7.1 The Company is the owner of the following assets:

7.1.1 Immovable Assets (herein after collectively referred to as “the


Properties”)

7.1.1.1 Discription: [•]

7.1.1.1.1 Title Deed No.: [•]

7.1.1.1.2 Date of Purchase: [•]

7.1.1.1.3 Purchase Price: [•]

7.1.1.1.4 Encumbrances: [•]

7.1.2 Movable Assets, as per [•]

7.2 No person has any right (including any option, preferential right or
right of first refusal) to allow or claim delivery, ownership or transfer
or the use, occupation, possession or enjoyment of the Properties,
other than as is specified in the Contracts. The Properties is owned
both legally and beneficially by the Company free from any third
party rights after the date of registration of transfer of the Properties
in the name of the Company.

7.3 The Properties are not, save for [•], -

7.3.1 subject to any lien, pledge, hypothec, debenture, mortgage,


notarial or other bond, servitude, cession (whether in security,
indemnity or not) or any other encumbrance of whatsoever
nature; or
7.3.2 claims instituted in terms of the Restitution of Land Rights Act
(Act [•] of [•]); or

7.3.3 the subject of any donation, grant or contract for the benefit of
a third party.

8 LICENCES

8.1 The Company is in possession of all such licences, consents,


permits, approvals and other authorities as are prescribed by law
or which are material to the lawful conduct of its business which
licences, consents, permits and other authorities will not terminate
or be terminable at the election of any person by virtue of the
execution or implementation of this Agreement. The Company is
not in material breach of any such licence, consent, permit,
approval or other authority that will result in any such licence,
consent, permit, approval or other authority being withdrawn or
cancelled or limited.

8.2 The Company is in possession of all such licences, consents,


permits, approvals and other authorities as are prescribed by law
that are required for the implementation of the Development.

9 TAX

9.1 The Company has complied with all Applicable Legal Provisions to
the extent that the same are applicable to the conduct of its
business or to its assets. In particular and without limiting the
generality of the aforegoing, the Company has complied with -

9.1.1 all laws relating to the use and employment of labour and the
termination thereof;

9.1.2 the Act, insofar as it is applicable, and has rendered all


returns required of it in terms of the Act;

9.1.3 all laws relating to Tax, and in particular:-

9.1.3.1 has made adequate provision for all Tax which has been
or may be assessed for all periods up to and including
the Effective Date;

9.1.3.2 has or will have as at the Effective Date paid or made


adequate provisions for all assessments and provisional
payments of Tax in respect of periods up to the Effective
Date;

9.1.3.3 there is no liability for the payment of penalties or


interest on Tax;

9.1.3.4 the Borrower is not aware and has no reason to believe


(having made due enquiry) that there are any notices,
proceedings or investigations pending against the
Company by any Tax authority relating to any
assessment nor are there any matters under discussion
with any Tax authority relating to any claim for Tax
assessed against the Company;
9.1.3.5 the Company has supplied or caused to be supplied all
information required to be supplied, to any Tax
authority;

9.1.3.6 all customs duties and other taxes payable have been
paid in full and none of the assets of the Company is
liable to confiscation or forfeiture.

10 LEGAL PROCEEDINGS

10.1 The Company is able to pay its debts and has not stopped paying its
debts as they fall due other than shareholders loans which are
treated as permanent equity.

10.2 There is no unsatisfied judgment outstanding against the


Company.

10.3 The Company is not involved in any litigation or arbitration,


administrative, judicial, quasi-judicial or criminal proceedings,
whether as plaintiff, defendant or otherwise and no litigation or
arbitration, administrative, judicial, quasi-judicial or criminal
proceedings by or against the Company are threatened or
expected and there is no fact or circumstance likely to give rise to
any such material litigation or arbitration, administrative, judicial,
quasi-judicial or criminal proceedings or to any proceedings
against any director or employee (past or present) of the Company
in respect of any act or default for which the Company may be
vicariously liable in connection with the business conducted by it.

10.4 The Company has not committed and is not liable for any material
criminal, illegal, unlawful or unauthorised act or breach of any
obligation or duty whether imposed by or pursuant to statute,
contract or otherwise in respect of the business conducted by it.

10.5 No investigation or enquiry has been or is being or is about to be


conducted by any governmental or other body in respect of The
Company.

10.6 The Company is not in default under or with respect to any


agreement, judgment, order, award, writ, interdict, decree or any
other pronouncement of any court or other tribunal or
administrative authority having jurisdiction in respect of it.

10.7 The Company is not engaged in any material dispute with any
authority having jurisdiction in respect of it or anybody
representing or claiming to represent any of its employees and the
present directors are not aware of any such dispute which is
pending or which has been threatened against the Company.

10.8 The Company is not threatened with or party to any proceedings


for, nor has it taken any steps towards, its winding-up or judicial
management (provisional or final), nor has it initiated or become
engaged in any scheme of arrangement or compromise with any
of its creditors.

11 LIABILITIES
11.1 The Company has the following liabilities and financial obligations:
[•].

12 INSURANCE

12.1 The assets of the Company are insured against the risks to which
they are subject for amounts which accord with sound business
practice all premiums due in respect of such insurance policies
have been paid and the Company has complied with all the
conditions to which the liability of the insurer under the policies of
insurance is subject.

12.2 The Company is adequately insured (in accordance with sound


business practice) against claims that may be brought against it
arising from the business of the Company and all premiums in
respect thereof have been paid and the Company has complied
with all the conditions to which the liability of the insurer under the
policies of insurance is subject.

12.3 The Borrower is not aware (after making due and proper enquiry)
of any facts, matters or circumstances which may give rise to the
cancellation of any of the policies of insurance referred to above
prior to the Effective Date, or the repudiation of any claim
thereunder.

13 HUMAN RESOURCES

13.1 The Company is not party to -

13.1.1 any agreement (other than for commission payable to sales


personnel in the ordinary course of business) in terms of
which any employee, director, officer or agent of the
Company or anyone else is entitled to participate to any
material extent in any profits or a commission or bonus
calculated with reference to the profits, turnover or dividend
or part thereof, of the Company;

13.1.2 any agreement to pay any employee, director, officer or


agent of the Company, whether past or present, any amount
as to compensation for loss of employment, office, agency or
as a consideration of any restraint of trade or any other
cause;

13.1.3 any agreement in terms of which any employee of the


Company is entitled to exceptional leave privileges, nor is
there any material accrued liability in respect of accumulated
leave or payment in lieu thereof;

13.1.4 any agreement relating to nor will they have incurred any
obligation in respect of the payment of any pension, gratuity,
annuity, compulsory bonus or like obligation other than in
terms of a duly constituted pension scheme.

13.2 There is no unfunded deficit in respect of any future liability of any


pension fund or provident fund of which any of the employees of the
Company, as at the Effective Date, will be members.

14 GENERAL
The execution of this Agreement and its implementation do not and
will not -

14.1 result in the breach of any provision of the Company's Articles of


Association or any agreement amongst its shareholders or any
other founding document;

14.2 result in a breach of or constitute a default under the Contracts or


under any other instrument to which the Company is a party or by
which it is bound or which may have the effect of giving any party
to such agreement or contract a right to cancel that agreement,
claim acceleration thereunder or an amendment of such other
contract or agreement; and

14.3 result in a breach of any order, judgment or decree of any court,


governmental agency or regulatory body to which the Company is
a party or by which it is bound.
APPENDIX 1.1
THE CONTRACTS

1 [•]
APPENDIX 1.2
LAY-OUT PLAN OF THE DEVELOPMENT

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