Common use of Additional Representations and Undertakings Clause in Contracts

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. 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% 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% 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% 10 of 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 entering into this type of agreement is in the ordinary course of the Supplier’s business with customers similar to such as EY; ; (2) it does not constitute a sole business unit for the production of goods or services with EY in terms of applicable law, for employee profit sharing purposes (3) The relationship between EY and the Supplier under this Agreement is that of independent contractors and this Agreement is not intended to and does not constitute or result in a labour relationship, a partnership or joint venture of any kind between EY and the Service Provider, its personnel and/or specialized services sub-contractors. (4) the Goods, Work Products and and/or Services are being offered for purchase at market rates or otherwise in accordance with Supplier’s internal pricing policies and practices; ; (35) The agreement does not contain terms and conditions that are, in during 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 Term of this Purchase Order, no officers or directors or direct or indirect substantial equity owners the Supplier and none of Supplier or employees of Supplier or other the individuals with significant responsibility for providing services to perform activities under this Purchase Order EY shall be a partner, executive officer, member of the board Board of directorsDirectors, or a direct or indirect substantial equity owner (or otherwise with control), of any audit client of any an 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 he or entity 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- 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 and (56) The 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 fiscal year period, shall not exceed 107% 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 EYEYRL; (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 EYRL 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. 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% 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- publicly-traded; (iii) holds a 20% 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% 10 of Supplier’s total revenues during such period.