Additional Representations and Undertakings. Supplier represents and warrants, on and as of the date of this Purchase Order, that: (1) entering into this type of agreement is in the ordinary course of the Supplier’s business with customers such as EY; (2) the Services and / or Work Products are being offered for purchase at market rates or otherwise in accordance with Supplier’s internal pricing policies and practices; (3) during the Term of this Agreement, the Supplier and none of the individuals with significant responsibility for providing services to EY shall be a partner, executive officer, member of the Board of Directors, or a direct or indirect substantial equity owner (or otherwise with control), of any audit client of an EY Network Member. For the purposes of this clause, a person or entity shall be deemed a "substantial equity owner" of an entity if he or it (i) is a general partner in such entity, if such entity is a limited partnership; (ii) holds a 5% or more direct or indirect equity interest in (or the power, by contract or other relationship, to direct the affairs or management of) such entity, if such entity is publicly-traded; (iii) holds a 20% or more direct or indirect equity interest in (or the power, by contract or other relationship, to direct the affairs or management of) such entity, if such entity is privately-held; and (4) the aggregate amounts contemplated to be paid by EY to Supplier under this Purchase Order, and under all other agreements between EY and Supplier in effect within any fiscal year period, shall not exceed 10% of the Supplier’s total revenues during such period.
Additional Representations and Undertakings. Supplier represents and warrants, on and as of the date of this Purchase Order, that:
(1) Entering this type of agreement is in the ordinary course of Supplier’s business with customers similar to EY; (2) The Products and Services are being offered at market rates or otherwise in accordance with Supplier’s internal pricing policies and practices; (3) The agreement does not contain terms and conditions that are, in the aggregate, more favourable than those offered to other customers with similar levels of spending, array of services/products and credit profiles; (4) During the term of this Purchase Order, no officers or directors or direct or indirect substantial equity owners of Supplier or employees of Supplier or other individuals with significant responsibility to perform activities under this Purchase Order shall be a partner, officer, member of the board of directors, or a direct or indirect substantial equity owner (or otherwise with control), of any audit client of any EY Network Member. Supplier also agrees to these same restrictions for any of its current or future employees or other individuals that it assigns with significant responsibility to perform activities under this Purchase Order. For the purposes of this clause, a person or an entity shall be deemed a “substantial equity owner” of an entity if that person or entity (i) is a general partner in such entity, if such entity is a limited partnership; (ii) holds a 5% or more direct or indirect equity interest in (or the power, by contract or other relationship, to direct the affairs or management of) such entity, if such entity is publicly- traded; (iii) holds a 20% or more direct or indirect equity interest in (or the power, by contract or other relationship, to direct the affairs or management of) such entity, if such entity is privately-held; and (5) The aggregate amounts contemplated to be paid by EY to Supplier under this Purchase Order, and under all other agreements between any EY Network Member and Supplier and its affiliates in effect within any 12-month period, shall not exceed 10% of Supplier’s total revenues during such period.
Additional Representations and Undertakings. The Employee hereby warrants, confirms and undertakes that:
9.1. He is entitled to enter into this Agreement and to assume all the obligations pursuant hereto, and that there are no other undertakings, impediments, contracts, agreements, hindrances and/or restrictive covenants preventing him from entering into this Agreement or performing any of his obligations and undertakings herein.
9.2. To the best of his knowledge he suffers from no health-related problem that might impair his ability to carry out his undertakings under this Agreement.
9.3. He possesses all required knowledge, means, permits, authorizations, licenses and skills for the carrying out of its duties under this Agreement, as required by law.
9.4. He shall assist the Company, subsequent to the termination of his employment, with any issue and for any reason, including without limitation, for the purpose of providing any information relating to his employment or actions taken thereby, whether or not such shall be required in connection with, disputes, including legal or quasi-legal proceedings. If the Company requires the Employee’s assistance after the termination of this Agreement, it shall reimburse the Employee for his reasonable expenses in connection thereof.
Additional Representations and Undertakings. Supplier represents and warrants, on and as of the date of this Agreement, that: (1) entering into this type of agreement is in the ordinary course of the Supplier’s business with customers such as EY; (2) the Services and / or Products are being offered for purchase at market rates or otherwise in accordance with Supplier’s internal pricing policies and practices; (3) Supplier is aware of the existence of independency policies applicable to EY, under which it is forbidden from carrying out certain forms of business directly or indirectly with audit clients of the firms belonging to the global EY network (EY Firms) .Whilst at the time of formalizing this Agreement, EY has not identified any reason why such independence should be in breach, future facts could alter the present situation. Supplier hereby states: (i)That neither Supplier nor its validated subcontractors nor the professionals assigned to the rendering of the Services , nor the members of the management body, nor its major shareholders, managers or executives, are audit clients of the EY Firms.; (ii) That, to the extent possible, it shall endeavour to inform EY of the information concerning the change of directors of Supplier, changes to the positions occupied by such directors in other entities or changes to the ownership of Supplier or in the share capital of those companies on which it depends, with the purpose of allowing the review and verification of the situation of independency of the EY Firms with respect to Supplier. Supplier acknowledges and accepts that the detection, after the entering into this Agreement, or the future occurrence of a situation which would imply the loss of independency of the EY Firms to audit Supplier or any entity related to Supplier shall immediately and automatically imply the termination of this Agreement, with no compensation or indemnification payable by the parties as a consequence of such termination.; and (4) the aggregate amounts contemplated to be paid by EY to Supplier under this Agreement, and under all other agreements between EY and Supplier in effect within any fiscal year period, shall not exceed 5% of the Supplier’s total revenues during such period.
Additional Representations and Undertakings. The Employee hereby warrants, confirms and undertakes that:
10.1. He is entitled to enter into this Agreement and to assume all the obligations pursuant hereto, and that there are no other undertakings, impediments, or agreements preventing him from entering into this Agreement or performing any of his obligations and undertakings herein.
10.2. To the best of his knowledge he suffers from no health-related problem that might impair his ability to carry out his undertakings under this Agreement.
10.3. He possesses all required knowledge, means, permits, authorizations, licenses and skills for the carrying out of its duties under this Agreement, as required by law.
10.4. He shall assist the Company, subsequent to the termination of his employment, with any issue and for any reason, including without limitation, for the purpose of providing any information relating to his employment or actions taken thereby, whether or not such shall be required in connection with disputes, including legal or quasi-legal proceedings. If the Company requires the Employee’s assistance after the termination of this Agreement, it shall reimburse the Employee for his reasonable expenses in connection thereof.
Additional Representations and Undertakings. Supplier represents and warrants, on and as of the date of this Purchase Order, that: (1) entering into this type of agreement is in the ordinary course of the Supplier’s business with customers such as EY; (2) the Services and / or Work Products are being offered for purchase at market rates or otherwise in accordance with Supplier’s internal pricing policies and practices; and (3) during the Term of this Purchase Order, the Supplier and none of the officers or directors or direct or indirect substantial equity owners of Supplier or employees of Supplier or other individuals with significant responsibility to perform activities under this Purchase Order shall be a partner, executive
Additional Representations and Undertakings. Supplier represents and warrants, on and as of the date of this Purchase Order, that: (1) entering into this type of agreement is in the ordinary course of the Supplier’s business with customers such as EY; (2) the Services and / or Work Products are being offered for purchase at market rates or otherwise in accordance with Supplier’s internal pricing policies and practices; (3) during the Term of this Purchase Order, the Supplier and none of the individuals with significant responsibility for providing services to EY shall be a partner, executive officer, member of the Board of Directors, or a direct or indirect substantial equity owner (or otherwise with control), of any audit client of an EY Network Member. For the purposes of this clause, a person or entity shall be deemed a "substantial equity owner" of an entity if he or it (i) is a general partner in such entity, if such entity is a limited partnership;
Additional Representations and Undertakings. Vendor represents and warrants, on and as of the date hereof, that (1) the Goods and/or Services to be provided hereunder are priced at market rates, (2) this PO does not contain terms and conditions that are, in the aggregate, less favorable than those being
Additional Representations and Undertakings. Supplier represents and warrants, on and as of the date of this Purchase Order, that: (1) entering into this type of agreement is in the ordinary course of the Supplier’s business with customers such as EY; (2) the Services and / or Work Products are being offered for purchase at market rates or otherwise in accordance with Supplier’s internal pricing policies and practices; and (3) during the Term of this Purchase Order, the Supplier and none of the officers or directors or direct or indirect substantial equity owners of Supplier or employees of Supplier or other individuals with significant responsibility to perform activities under this Purchase Order shall be a partner, executive officer, member of the Board of Directors, or a direct or indirect substantial equity owner (or otherwise with control), of any audit client of an EY Network Member (and Supplier also agrees to these same restrictions for any of its current or future employees or other individuals that it assigns with significant responsibility to perform activities under this Purchase Order). For the purposes of this clause, a person or entity shall be deemed a "substantial equity owner" of an entity if he or it (i) is a general partner in such entity, if such entity is a limited partnership; (ii) holds a 5% or more direct or indirect equity interest in (or the power, by contract or other relationship, to direct the affairs or management of) such entity, if such entity is publicly-traded; (iii) holds a 20% or more direct or indirect equity interest in (or the power, by contract or other relationship, to direct the affairs or management of) such entity, if such entity is privately-held. To the extent legally permitted, Supplier shall provide EY notice of any Change of Control of Supplier prior to or at the time such Change of Control becomes effective. For purposes of this Purchase Order, “Change of Control” of Counterparty means: (i) a merger, acquisition or consolidation of Counterparty in which the equity holders of Counterparty immediately prior to such transaction would own, in the aggregate, less than 50% of the total combined voting power of all classes of equity of the surviving entity normally entitled to vote for the election of directors (or similar officials) of the surviving entity or (ii) the sale by Counterparty of all or substantially all of its assets in one transaction or in a series of related transactions. Supplier further represents and warrants that the aggregate amounts ...
Additional Representations and Undertakings. Supplier represents and warrants, on and as of the date of this Purchase Order, that: (1) entering into this type of agreement is in the ordinary course of the Supplier’s business with customers such as EY; (2) the Services and / or Work Products are being offered for purchase at market rates or otherwise in accordance with Supplier’s internal pricing policies and
