Common use of Consultant must notify Material Change or Defence Strategic Interest Issue Clause in Contracts

Consultant must notify Material Change or Defence Strategic Interest Issue. If, at any time, the Consultant becomes aware of any: Material Change; or Defence Strategic Interest Issue, the Consultant must immediately notify the Commonwealth's Representative, providing details of: the Material Change or Defence Strategic Interest Issue; and the steps which the Consultant has taken (or will take) to prevent, end, avoid, mitigate, resolve or otherwise manage the risk of any adverse effect of the Material Change or Defence Strategic Interest Issue on the interests of the Commonwealth. Commonwealth may act Without limiting any other provision of the Contract, if: the Consultant notifies the Commonwealth's Representative under clause 17.2; or the Commonwealth otherwise considers (in its absolute discretion) that there exists (or is likely to exist) a Material Change or Defence Strategic Interest Issue in relation to the Consultant, the Commonwealth may (in its absolute discretion) do any one or more of the following: the Commonwealth's Representative will notify the Consultant that the Commonwealth requires it to: meet with the Commonwealth to provide further information, documents or evidence in relation to, and otherwise clarify, the: nature and extent of the Material Change or Defence Strategic Interest Issue; and steps which the Consultant has taken (or will take) to prevent, end, avoid, mitigate, resolve or otherwise manage the risk of any adverse effect of the Material Change or Defence Strategic Interest Issue on the interests of the Commonwealth, by the date specified in the notice; provide the Commonwealth's Representative with further information, documents or evidence in relation to, and otherwise clarify, the: nature and extent of the Material Change or Defence Strategic Interest Issue; and steps which the Consultant has taken (or will take) to prevent, end, avoid, mitigate, resolve or otherwise manage the risk of any adverse effect of the Material Change or Defence Strategic Interest Issue on the interests of the Commonwealth, by the date specified in the notice; or regardless of whether or not the Commonwealth's Representative has notified the Consultant under subparagraph (iii), the Commonwealth may (in its absolute discretion) notify the Consultant that: the Consultant may continue to perform the Services, whether with or without such conditions as the Commonwealth thinks fit (in its absolute discretion) including the Consultant: implementing Separation Arrangements; or completing, duly executing and returning to the Commonwealth's Representative a deed in a form approved by the Commonwealth; or by the date specified in the notice; or the Commonwealth has elected to treat the Material Change or Defence Strategic Interest Issue as an Insolvency Event for the purposes of clause 11.4. Without limiting any other provision of the Contract, if the Consultant: is in breach of the warranty under clause 17.1; fails to notify the Commonwealth's Representative under clause 17.2; or fails to comply with any of the requirements or conditions notified under clause 17.3, then the Commonwealth may (in its absolute discretion) notify the Consultant that the Commonwealth the Commonwealth has elected to treat the Material Change or Defence Strategic Interest Issue as an Insolvency Event for the purposes of clause 11.4. Acknowledgements, release and Indemnity Without limiting any other provision of the Contract, the Consultant: acknowledges and agrees that if it: is in breach of the warranty under clause 17.1; fails to notify the Commonwealth's Representative under clause 17.2; or fails to comply with any of the requirements or conditions notified under clause 17.3, the Commonwealth may (in its absolute discretion) do any one or more of the following: terminate this Contract under clause 11.4 or otherwise at law; or take such failure into account in assessing any future registration of interest or tender lodged by the Consultant; acknowledges and agrees that the exercise of any of the Commonwealth's absolute discretions under this clause 17 is not capable of being the subject of a dispute or difference for the purposes of clause 12 or otherwise subject to review; releases the Commonwealth from all Claims arising out of in connection with the exercise of any of the Commonwealth's absolute discretions under this clause 17; indemnifies the Commonwealth in respect of all Claims arising out of in connection with: the Consultant: being in breach of the warranty under clause 17.1; failing to notify the Commonwealth's Representative under clause 17.2; or failing to comply with any of the requirements or conditions notified under clause 17.3; or the exercise of any of the Commonwealth's absolute discretions under this clause 17; and acknowledges and agrees that the Commonwealth has entered into this Contract strictly on the basis of, and in reliance upon, the acknowledgments, warranties, releases and indemnities set out in this clause 17.

Appears in 4 contracts

Samples: Panel Agreement, Panel Agreement, Panel Agreement

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Consultant must notify Material Change or Defence Strategic Interest Issue. If, at any time, the Consultant becomes aware of any: Material Change; or Defence Strategic Interest Issue, the Consultant must immediately notify the Commonwealth's Representative, providing details of: the Material Change or Defence Strategic Interest Issue; and the steps which the Consultant has taken (or will take) to prevent, end, avoid, mitigate, resolve or otherwise manage the risk of any adverse effect of the Material Change or Defence Strategic Interest Issue on the interests of the Commonwealth. Commonwealth may act May Act Without limiting any other provision of the Contract, if: the Consultant notifies the Commonwealth's Representative under clause 17.218.2; or the Commonwealth otherwise considers (in its absolute discretion) that there exists (or is likely to exist) a Material Change or Defence Strategic Interest Issue in relation to the Consultant, the Commonwealth may (in its absolute discretion) do any one or more of the following: the Commonwealth's Representative will notify the Consultant that the Commonwealth requires it to: meet with the Commonwealth to provide further information, documents or evidence in relation to, and otherwise clarify, the: nature and extent of the Material Change or Defence Strategic Interest Issue; and steps which the Consultant has taken (or will take) to prevent, end, avoid, mitigate, resolve or otherwise manage the risk of any adverse effect of the Material Change or Defence Strategic Interest Issue on the interests of the Commonwealth, by the date specified in the notice; provide the Commonwealth's Representative with further information, documents or evidence in relation to, and otherwise clarify, the: nature and extent of the Material Change or Defence Strategic Interest Issue; and steps which the Consultant has taken (or will take) to prevent, end, avoid, mitigate, resolve or otherwise manage the risk of any adverse effect of the Material Change or Defence Strategic Interest Issue on the interests of the Commonwealth, by the date specified in the notice; or regardless of whether or not the Commonwealth's Representative has notified the Consultant under subparagraph (iii), the Commonwealth may (in its absolute discretion) notify the Consultant that: the Consultant may continue to perform the Services, whether with or without such conditions as the Commonwealth thinks fit (in its absolute discretion) including the Consultant: implementing Separation Arrangements; or completing, duly executing and returning to the Commonwealth's Representative a deed in a form approved by the Commonwealth; or by the date specified in the notice; or the Commonwealth has elected to treat the Material Change or Defence Strategic Interest Issue as an Insolvency Event for the purposes of clause 11.4. Without limiting any other provision of the Contract, if the Consultant: is in breach of the warranty under clause 17.118.1; fails to notify the Commonwealth's Representative under clause 17.218.2; or fails to comply with any of the requirements or conditions notified under clause 17.318.3, then the Commonwealth may (in its absolute discretion) notify the Consultant that the Commonwealth the Commonwealth has elected to treat the Material Change or Defence Strategic Interest Issue as an Insolvency Event for the purposes of clause 11.4. Acknowledgements, release and Indemnity Without limiting any other provision of the Contract, the Consultant: acknowledges and agrees that if it: is in breach of the warranty under clause 17.1; fails to notify the Commonwealth's Representative under clause 17.2; or fails to comply with any of the requirements or conditions notified under clause 17.3, the Commonwealth may (in its absolute discretion) do any one or more of the following: terminate this Contract under clause 11.4 or otherwise at law; or take such failure into account in assessing any future registration of interest or tender lodged by the Consultant; acknowledges and agrees that the exercise of any of the Commonwealth's absolute discretions under this clause 17 is not capable of being the subject of a dispute or difference for the purposes of clause 12 or otherwise subject to review; releases the Commonwealth from all Claims arising out of in connection with the exercise of any of the Commonwealth's absolute discretions under this clause 17; indemnifies the Commonwealth in respect of all Claims arising out of in connection with: the Consultant: being in breach of the warranty under clause 17.1; failing to notify the Commonwealth's Representative under clause 17.2; or failing to comply with any of the requirements or conditions notified under clause 17.3; or the exercise of any of the Commonwealth's absolute discretions under this clause 17; and acknowledges and agrees that the Commonwealth has entered into this Contract strictly on the basis of, and in reliance upon, the acknowledgments, warranties, releases and indemnities set out in this clause 17.

Appears in 2 contracts

Samples: Panel Agreement, Panel Agreement

Consultant must notify Material Change or Defence Strategic Interest Issue. If, at any time, the Consultant becomes aware of any: Material Change; or Defence Strategic Interest Issue, the Consultant must immediately notify the Commonwealth's Representative, providing details of: the Material Change or Defence Strategic Interest Issue; and the steps which the Consultant has taken (or will take) to prevent, end, avoid, mitigate, resolve or otherwise manage the risk of any adverse effect of the Material Change or Defence Strategic Interest Issue on the interests of the Commonwealth. Commonwealth may act Without limiting any other provision of the Contract, if: the Consultant notifies the Commonwealth's Representative under clause 17.2; or the Commonwealth otherwise considers (in its absolute discretion) that there exists (or is likely to exist) a Material Change or Defence Strategic Interest Issue in relation to the Consultant, the Commonwealth may (in its absolute discretion) do any one or more of the following: the Commonwealth's Representative will notify the Consultant that the Commonwealth requires it to: meet with the Commonwealth to provide further information, documents or evidence in relation to, and otherwise clarify, the: nature and extent of the Material Change or Defence Strategic Interest Issue; and steps which the Consultant has taken (or will take) to prevent, end, avoid, mitigate, resolve or otherwise manage the risk of any adverse effect of the Material Change or Defence Strategic Interest Issue on the interests of the Commonwealth, by the date specified in the notice; provide the Commonwealth's Representative with further information, documents or evidence in relation to, and otherwise clarify, the: nature and extent of the Material Change or Defence Strategic Interest Issue; and steps which the Consultant has taken (or will take) to prevent, end, avoid, mitigate, resolve or otherwise manage the risk of any adverse effect of the Material Change or Defence Strategic Interest Issue on the interests of the Commonwealth, by the date specified in the notice; or regardless of whether or not the Commonwealth's Representative has notified the Consultant under subparagraph (iii), the Commonwealth may (in its absolute discretion) notify the Consultant that: the Consultant may continue to perform the Services, whether with or without such conditions as the Commonwealth thinks fit (in its absolute discretion) including the Consultant: implementing Separation Arrangements; or completing, duly executing and returning to the Commonwealth's Representative a deed in a form approved by the Commonwealth; or by the date specified in the notice; or the Commonwealth has elected to treat the Material Change or Defence Strategic Interest Issue as an Insolvency Event for the purposes of clause 11.4. Without limiting any other provision of the Contract, if the Consultant: is in breach of the warranty under clause 17.1; fails to notify the Commonwealth's Representative under clause 17.2; or fails to comply with any of the requirements or conditions notified under clause 17.3, then the Commonwealth may (in its absolute discretion) notify the Consultant that the Commonwealth the Commonwealth has elected to treat the Material Change or Defence Strategic Interest Issue as an Insolvency Event for the purposes of clause 11.4. Acknowledgements, release and Indemnity Without limiting any other provision of the Contract, the Consultant: acknowledges and agrees that if it: is in breach of the warranty under clause 17.1; fails to notify the Commonwealth's Representative under clause 17.2; or fails to comply with any of the requirements or conditions notified under clause 17.3, the Commonwealth may (in its absolute discretion) do any one or more of the following: terminate this Contract under clause 11.4 or otherwise at law; or take such failure into account in assessing any future registration of interest or tender lodged by the Consultant; acknowledges and agrees that the exercise of any of the Commonwealth's absolute discretions under this clause 17 17. is not capable of being the subject of a dispute or difference for the purposes of clause 12 12. or otherwise subject to review; releases the Commonwealth from all Claims arising out of in connection with the exercise of any of the Commonwealth's absolute discretions under this clause 17.; indemnifies the Commonwealth in respect of all Claims arising out of in connection with: the Consultant: being in breach of the warranty under clause 17.1; failing to notify the Commonwealth's Representative under clause 17.2; or failing to comply with any of the requirements or conditions notified under clause 17.3; or the exercise of any of the Commonwealth's absolute discretions under this clause 17.; and acknowledges and agrees that the Commonwealth has entered into this Contract strictly on the basis of, and in reliance upon, the acknowledgments, warranties, releases and indemnities set out in this clause 17...

Appears in 1 contract

Samples: Panel Agreement

Consultant must notify Material Change or Defence Strategic Interest Issue. If, at any time, the Consultant becomes aware of any: Material Change; or Defence Strategic Interest Issue, the Consultant must immediately notify the CommonwealthCommonwealth and the Contractor's Representative, providing details of: the Material Change or Defence Strategic Interest Issue; and the steps which the Consultant has taken (or will take) to prevent, end, avoid, mitigate, resolve or otherwise manage the risk of any adverse effect of the Material Change or Defence Strategic Interest Issue on the interests of the CommonwealthCommonwealth and the Contractor. Commonwealth may act May Act Without limiting any other provision of the ContractSubcontract, if: the Consultant notifies the CommonwealthCommonwealth and the Contractor's Representative under clause 17.218.2; or the Commonwealth Contractor otherwise considers (in its absolute discretion) that there exists (or is likely to exist) a Material Change or Defence Strategic Interest Issue in relation to the Consultant, the Commonwealth Contractor may (in its absolute discretion) do any one or more of the following: the CommonwealthContractor's Representative will xxxx notify the Consultant that the Commonwealth Contractor requires it to: meet with the Commonwealth and the Contractor to provide further information, documents or evidence in relation to, and otherwise clarify, the: nature and extent of the Material Change or Defence Strategic Interest Issue; and steps which the Consultant has taken (or will take) to prevent, end, avoid, mitigate, resolve or otherwise manage the risk of any adverse effect of the Material Change or Defence Strategic Interest Issue on the interests of the CommonwealthCommonwealth and the Contractor, by the date specified in the notice; provide the CommonwealthCommonwealth and the Contractor's Representative with further information, documents or evidence in relation to, and otherwise clarify, the: nature and extent of the Material Change or Defence Strategic Interest Issue; and steps which the Consultant has taken (or will take) to prevent, end, avoid, mitigate, resolve or otherwise manage the risk of any adverse effect of the Material Change or Defence Strategic Interest Issue on the interests of the CommonwealthCommonwealth and the Contractor, by the date specified in the notice; or regardless of whether or not the CommonwealthContractor's Representative has notified the Consultant under subparagraph (iii), the Commonwealth Contractor may (in its absolute discretion) notify the Consultant that: the Consultant may continue to perform the Services, whether with or without such conditions as the Commonwealth Contractor thinks fit (in its absolute discretion) including the Consultant: implementing Separation Arrangements; or completing, duly executing and returning to the CommonwealthContractor's Representative a deed in a form approved by the CommonwealthContractor; or by the date specified in the notice; or the Commonwealth Contractor has elected to treat the Material Change or Defence Strategic Interest Issue as an Insolvency Event for the purposes of clause 11.4. Without limiting any other provision of the ContractSubcontract, if the Consultant: is in breach of the warranty under clause 17.118.1; fails to notify the CommonwealthCommonwealth and the Contractor's Representative under clause 17.218.2; or fails to comply with any of the requirements or conditions notified under clause 17.318.3, then the Commonwealth Contractor may (in its absolute discretion) notify the Consultant that the Commonwealth the Commonwealth Contractor has elected to treat the Material Change or Defence Strategic Interest Issue as an Insolvency Event for the purposes of clause 11.4. Acknowledgements, release Release and Indemnity Without limiting any other provision of the ContractSubcontract, the Consultant: acknowledges and agrees that if it: is in breach of the warranty under clause 17.118.1; fails to notify the CommonwealthCommonwealth and the Contractor's Representative under clause 17.218.2; or fails to comply with any of the requirements or conditions notified under clause 17.318.3, the Commonwealth Contractor may (in its absolute discretion) do any one or more of the following: terminate this Contract Subcontract under clause 11.4 or otherwise at law; or take such failure into account in assessing any future registration of interest or tender lodged by the Consultant; acknowledges and agrees that the exercise of any of the CommonwealthContractor's absolute discretions under this clause 17 18 is not capable of being the subject of a dispute or difference for the purposes of clause 12 or otherwise subject to review; releases the Commonwealth Contractor from all Claims arising out of in connection with the exercise of any of the CommonwealthContractor's absolute discretions under this clause 1718; indemnifies the Commonwealth Contractor in respect of all Claims arising out of in connection with: the Consultant: being in breach of the warranty under clause 17.118.1; failing to notify the CommonwealthCommonwealth and the Contractor's Representative under clause 17.218.2; or failing to comply with any of the requirements or conditions notified under clause 17.318.3; or the exercise of any of the CommonwealthContractor's absolute discretions under this clause 1718; and acknowledges and agrees that the Commonwealth Contractor has entered into this Contract Subcontract strictly on the basis of, and in reliance upon, the acknowledgments, warranties, releases and indemnities set out in this clause 1718.

Appears in 1 contract

Samples: Formal Agreement

Consultant must notify Material Change or Defence Strategic Interest Issue. If, at any time, the Consultant becomes aware of any: Material Change; or Defence Strategic Interest Issue, the Consultant must immediately notify the Commonwealth's Representative, providing details of: the Material Change or Defence Strategic Interest Issue; and the steps which the Consultant has taken (or will take) to prevent, end, avoid, mitigate, resolve or otherwise manage the risk of any adverse effect of the Material Change or Defence Strategic Interest Issue on the interests of the Commonwealth. Commonwealth may act Without limiting any other provision of the Contract, if: the Consultant notifies the Commonwealth's Representative under clause 17.236.2; or the Commonwealth otherwise considers (in its absolute discretion) that there exists (or is likely to exist) a Material Change or Defence Strategic Interest Issue in relation to the Consultant, the Commonwealth may (in its absolute discretion) do any one or more of the following: the Commonwealth's Representative will notify the Consultant that the Commonwealth requires it to: meet with the Commonwealth to provide further information, documents or evidence in relation to, and otherwise clarify, the: nature and extent of the Material Change or Defence Strategic Interest Issue; and steps which the Consultant has taken (or will take) to prevent, end, avoid, mitigate, resolve or otherwise manage the risk of any adverse effect of the Material Change or Defence Strategic Interest Issue on the interests of the Commonwealth, by the date specified in the notice; provide the Commonwealth's Representative with further information, documents or evidence in relation to, and otherwise clarify, the: nature and extent of the Material Change or Defence Strategic Interest Issue; and steps which the Consultant has taken (or will take) to prevent, end, avoid, mitigate, resolve or otherwise manage the risk of any adverse effect of the Material Change or Defence Strategic Interest Issue on the interests of the Commonwealth, by the date specified in the notice; or regardless of whether or not the Commonwealth's Representative has notified the Consultant under subparagraph (iii), the Commonwealth may (in its absolute discretion) notify the Consultant that: the Consultant may continue to perform the Services, whether with or without such conditions as the Commonwealth thinks fit (in its absolute discretion) including the Consultant: implementing Separation Arrangements; or completing, duly executing and returning to the Commonwealth's Representative a deed in a form approved by the Commonwealth; or by the date specified in the notice; or the Commonwealth has elected to treat the Material Change or Defence Strategic Interest Issue as an Insolvency Event for the purposes of clause 11.430.4. Without limiting any other provision of the Contract, if the Consultant: is in breach of the warranty under clause 17.136.1; fails to notify the Commonwealth's Representative under clause 17.236.2; or fails to comply with any of the requirements or conditions notified under clause 17.336.3, then the Commonwealth may (in its absolute discretion) notify the Consultant that the Commonwealth the Commonwealth has elected to treat the Material Change or Defence Strategic Interest Issue as an Insolvency Event for the purposes of clause 11.430.4. Acknowledgements, release and Indemnity Without limiting any other provision of the Contract, the Consultant: acknowledges and agrees that if it: is in breach of the warranty under clause 17.136.1; fails to notify the Commonwealth's Representative under clause 17.236.2; or fails to comply with any of the requirements or conditions notified under clause 17.336.3, the Commonwealth may (in its absolute discretion) do any one or more of the following: terminate this Contract under clause 11.4 30.4 or otherwise at law; or take such failure into account in assessing any future registration of interest or tender lodged by the Consultant; acknowledges and agrees that the exercise of any of the Commonwealth's absolute discretions under this clause 17 36 is not capable of being the subject of a dispute or difference for the purposes of clause 12 31 or otherwise subject to review; releases the Commonwealth from all Claims arising out of in connection with the exercise of any of the Commonwealth's absolute discretions under this clause 1736; indemnifies the Commonwealth in respect of all Claims arising out of in connection with: the Consultant: being in breach of the warranty under clause 17.136.1; failing to notify the Commonwealth's Representative under clause 17.236.2; or failing to comply with any of the requirements or conditions notified under clause 17.336.3; or the exercise of any of the Commonwealth's absolute discretions under this clause 1736; and acknowledges and agrees that the Commonwealth has entered into this Contract strictly on the basis of, and in reliance upon, the acknowledgments, warranties, releases and indemnities set out in this clause 1736.

Appears in 1 contract

Samples: Panel Agreement

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Consultant must notify Material Change or Defence Strategic Interest Issue. If, at any time, the Consultant becomes aware of any: Material Change; or Defence Strategic Interest Issue, the Consultant must immediately notify the Commonwealth's Representative, providing details of: the Material Change or Defence Strategic Interest Issue; and the steps which the Consultant has taken (or will take) to prevent, end, avoid, mitigate, resolve or otherwise manage the risk of any adverse effect of the Material Change or Defence Strategic Interest Issue on the interests of the Commonwealth. Commonwealth may act May Act Without limiting any other provision of the Contract, if: the Consultant notifies the Commonwealth's Representative under clause 17.2; or the Commonwealth otherwise considers (in its absolute discretion) that there exists (or is likely to exist) a Material Change or Defence Strategic Interest Issue in relation to the Consultant, the Commonwealth may (in its absolute discretion) do any one or more of the following: the Commonwealth's Representative will notify the Consultant that the Commonwealth requires it to: meet with the Commonwealth to provide further information, documents or evidence in relation to, and otherwise clarify, the: nature and extent of the Material Change or Defence Strategic Interest Issue; and steps which the Consultant has taken (or will take) to prevent, end, avoid, mitigate, resolve or otherwise manage the risk of any adverse effect of the Material Change or Defence Strategic Interest Issue on the interests of the Commonwealth, by the date specified in the notice; provide the Commonwealth's Representative with further information, documents or evidence in relation to, and otherwise clarify, the: nature and extent of the Material Change or Defence Strategic Interest Issue; and steps which the Consultant has taken (or will take) to prevent, end, avoid, mitigate, resolve or otherwise manage the risk of any adverse effect of the Material Change or Defence Strategic Interest Issue on the interests of the Commonwealth, by the date specified in the notice; or regardless of whether or not the Commonwealth's Representative has notified the Consultant under subparagraph (iii), the Commonwealth may (in its absolute discretion) notify the Consultant that: the Consultant may continue to perform the Services, whether with or without such conditions as the Commonwealth thinks fit (in its absolute discretion) including the Consultant: implementing Separation Arrangements; or completing, duly executing and returning to the Commonwealth's Representative a deed in a form approved by the Commonwealth; or by the date specified in the notice; or the Commonwealth has elected to treat the Material Change or Defence Strategic Interest Issue as an Insolvency Event for the purposes of clause 11.410.4. Without limiting any other provision of the Contract, if the Consultant: is in breach of the warranty under clause 17.1; fails to notify the Commonwealth's Representative under clause 17.2; or fails to comply with any of the requirements or conditions notified under clause 17.3, then the Commonwealth may (in its absolute discretion) notify the Consultant that the Commonwealth the Commonwealth has elected to treat the Material Change or Defence Strategic Interest Issue as an Insolvency Event for the purposes of clause 11.4. Acknowledgements, release and Indemnity Without limiting any other provision of the Contract, the Consultant: acknowledges and agrees that if it: is in breach of the warranty under clause 17.1; fails to notify the Commonwealth's Representative under clause 17.2; or fails to comply with any of the requirements or conditions notified under clause 17.3, the Commonwealth may (in its absolute discretion) do any one or more of the following: terminate this Contract under clause 11.4 or otherwise at law; or take such failure into account in assessing any future registration of interest or tender lodged by the Consultant; acknowledges and agrees that the exercise of any of the Commonwealth's absolute discretions under this clause 17 is not capable of being the subject of a dispute or difference for the purposes of clause 12 or otherwise subject to review; releases the Commonwealth from all Claims arising out of in connection with the exercise of any of the Commonwealth's absolute discretions under this clause 17; indemnifies the Commonwealth in respect of all Claims arising out of in connection with: the Consultant: being in breach of the warranty under clause 17.1; failing to notify the Commonwealth's Representative under clause 17.2; or failing to comply with any of the requirements or conditions notified under clause 17.3; or the exercise of any of the Commonwealth's absolute discretions under this clause 17; and acknowledges and agrees that the Commonwealth has entered into this Contract strictly on the basis of, and in reliance upon, the acknowledgments, warranties, releases and indemnities set out in this clause 1710.4.

Appears in 1 contract

Samples: Panel Agreement

Consultant must notify Material Change or Defence Strategic Interest Issue. If, at any time, the Consultant becomes aware of any: Material Change; or Defence Strategic Interest Issue, the Consultant must immediately notify the CommonwealthCommonwealth and the Contractor's Representative, providing details of: the Material Change or Defence Strategic Interest Issue; and the steps which the Consultant has taken (or will take) to prevent, end, avoid, mitigate, resolve or otherwise manage the risk of any adverse effect of the Material Change or Defence Strategic Interest Issue on the interests of the CommonwealthCommonwealth and the Contractor. Commonwealth may act May Act Without limiting any other provision of the ContractSubcontract, if: the Consultant notifies the CommonwealthCommonwealth and the Contractor's Representative under clause 17.218.2; or the Commonwealth Contractor otherwise considers (in its absolute discretion) that there exists (or is likely to exist) a Material Change or Defence Strategic Interest Issue in relation to the Consultant, the Commonwealth Contractor may (in its absolute discretion) do any one or more of the following: the CommonwealthContractor's Representative will xxxx notify the Consultant that the Commonwealth Contractor requires it to: meet with the Commonwealth and the Contractor to provide further information, documents or evidence in relation to, and otherwise clarify, the: nature and extent of the Material Change or Defence Strategic Interest Issue; and steps which the Consultant has taken (or will take) to prevent, end, avoid, mitigate, resolve or otherwise manage the risk of any adverse effect of the Material Change or Defence Strategic Interest Issue on the interests of the CommonwealthCommonwealth and the Contractor, by the date specified in the notice; provide the CommonwealthCommonwealth and the Contractor's Representative with further information, documents or evidence in relation to, and otherwise clarify, the: nature and extent of the Material Change or Defence Strategic Interest Issue; and steps which the Consultant has taken (or will take) to prevent, end, avoid, mitigate, resolve or otherwise manage the risk of any adverse effect of the Material Change or Defence Strategic Interest Issue on the interests of the CommonwealthCommonwealth and the Contractor, by the date specified in the notice; or regardless of whether or not the CommonwealthContractor's Representative has notified the Consultant under subparagraph (iii), the Commonwealth Contractor may (in its absolute discretion) notify the Consultant that: the Consultant may continue to perform the Services, whether with or without such conditions as the Commonwealth Contractor thinks fit (in its absolute discretion) including the Consultant: implementing Separation Arrangements; or completing, duly executing and returning to the CommonwealthContractor's Representative a deed in a form approved by the CommonwealthContractor; or by the date specified in the notice; or the Commonwealth Contractor has elected to treat the Material Change or Defence Strategic Interest Issue as an Insolvency Event for the purposes of clause 11.4. Without limiting any other provision of the ContractSubcontract, if the Consultant: is in breach of the warranty under clause 17.118.1; fails to notify the CommonwealthCommonwealth and the Contractor's Representative under clause 17.218.2; or fails to comply with any of the requirements or conditions notified under clause 17.318.3, then the Commonwealth Contractor may (in its absolute discretion) notify the Consultant that the Commonwealth the Commonwealth Contractor has elected to treat the Material Change or Defence Strategic Interest Issue as an Insolvency Event for the purposes of clause 11.4. Acknowledgements, release Release and Indemnity Without limiting any other provision of the ContractSubcontract, the Consultant: acknowledges and agrees that if it: is in breach of the warranty under clause 17.118.1; fails to notify the CommonwealthCommonwealth and the Contractor's Representative under clause 17.218.2; or fails to comply with any of the requirements or conditions notified under clause 17.318.3, the Commonwealth Contractor may (in its absolute discretion) do any one or more of the following: terminate this Contract Subcontract under clause 11.4 or otherwise at law; or take such failure into account in assessing any future registration of interest or tender lodged by the Consultant; acknowledges and agrees that the exercise of any of the CommonwealthContractor's absolute discretions under this clause 17 18. is not capable of being the subject of a dispute or difference for the purposes of clause 12 12. or otherwise subject to review; releases the Commonwealth Contractor from all Claims arising out of in connection with the exercise of any of the CommonwealthContractor's absolute discretions under this clause 1718.; indemnifies the Commonwealth Contractor in respect of all Claims arising out of in connection with: the Consultant: being in breach of the warranty under clause 17.118.1; failing to notify the CommonwealthCommonwealth and the Contractor's Representative under clause 17.218.2; or failing to comply with any of the requirements or conditions notified under clause 17.318.3; or the exercise of any of the CommonwealthContractor's absolute discretions under this clause 1718.; and acknowledges and agrees that the Commonwealth Contractor has entered into this Contract Subcontract strictly on the basis of, and in reliance upon, the acknowledgments, warranties, releases and indemnities set out in this clause 17.18..

Appears in 1 contract

Samples: Formal Agreement

Consultant must notify Material Change or Defence Strategic Interest Issue. If, at any time, the Consultant becomes aware of any: Material Change; or Defence Strategic Interest Issue, the Consultant must immediately notify the Commonwealth's Representative, providing details of: the Material Change or Defence Strategic Interest Issue; and the steps which the Consultant has taken (or will take) to prevent, end, avoid, mitigate, resolve or otherwise manage the risk of any adverse effect of the Material Change or Defence Strategic Interest Issue on the interests of the Commonwealth. Commonwealth may act May Act Without limiting any other provision of the Contract, if: the Consultant notifies the Commonwealth's Representative under clause 17.219.2; or the Commonwealth otherwise considers (in its absolute discretion) that there exists (or is likely to exist) a Material Change or Defence Strategic Interest Issue in relation to the Consultant, the Commonwealth may (in its absolute discretion) do any one or more of the following: the Commonwealth's Representative will notify the Consultant that the Commonwealth requires it to: meet with the Commonwealth to provide further information, documents or evidence in relation to, and otherwise clarify, the: nature and extent of the Material Change or Defence Strategic Interest Issue; and steps which the Consultant has taken (or will take) to prevent, end, avoid, mitigate, resolve or otherwise manage the risk of any adverse effect of the Material Change or Defence Strategic Interest Issue on the interests of the Commonwealth, by the date specified in the notice; provide the Commonwealth's Representative with further information, documents or evidence in relation to, and otherwise clarify, the: nature and extent of the Material Change or Defence Strategic Interest Issue; and steps which the Consultant has taken (or will take) to prevent, end, avoid, mitigate, resolve or otherwise manage the risk of any adverse effect of the Material Change or Defence Strategic Interest Issue on the interests of the Commonwealth, by the date specified in the notice; or regardless of whether or not the Commonwealth's Representative has notified the Consultant under subparagraph (iii), the Commonwealth may (in its absolute discretion) notify the Consultant that: the Consultant may continue to perform the Services, whether with or without such conditions as the Commonwealth thinks fit (in its absolute discretion) including the Consultant: implementing Separation Arrangements; or completing, duly executing and returning to the Commonwealth's Representative a deed in a form approved by the Commonwealth; or by the date specified in the notice; or the Commonwealth has elected to treat the Material Change or Defence Strategic Interest Issue as an Insolvency Event for the purposes of clause 11.412.4. Without limiting any other provision of the Contract, if the Consultant: is in breach of the warranty under clause 17.119.1; fails to notify the Commonwealth's Representative under clause 17.219.2; or fails to comply with any of the requirements or conditions notified under clause 17.319.3, then the Commonwealth may (in its absolute discretion) notify the Consultant that the Commonwealth the Commonwealth has elected to treat the Material Change or Defence Strategic Interest Issue as an Insolvency Event for the purposes of clause 11.4. Acknowledgements, release and Indemnity Without limiting any other provision of the Contract, the Consultant: acknowledges and agrees that if it: is in breach of the warranty under clause 17.1; fails to notify the Commonwealth's Representative under clause 17.2; or fails to comply with any of the requirements or conditions notified under clause 17.3, the Commonwealth may (in its absolute discretion) do any one or more of the following: terminate this Contract under clause 11.4 or otherwise at law; or take such failure into account in assessing any future registration of interest or tender lodged by the Consultant; acknowledges and agrees that the exercise of any of the Commonwealth's absolute discretions under this clause 17 is not capable of being the subject of a dispute or difference for the purposes of clause 12 or otherwise subject to review; releases the Commonwealth from all Claims arising out of in connection with the exercise of any of the Commonwealth's absolute discretions under this clause 17; indemnifies the Commonwealth in respect of all Claims arising out of in connection with: the Consultant: being in breach of the warranty under clause 17.1; failing to notify the Commonwealth's Representative under clause 17.2; or failing to comply with any of the requirements or conditions notified under clause 17.3; or the exercise of any of the Commonwealth's absolute discretions under this clause 17; and acknowledges and agrees that the Commonwealth has entered into this Contract strictly on the basis of, and in reliance upon, the acknowledgments, warranties, releases and indemnities set out in this clause 1712.4.

Appears in 1 contract

Samples: Panel Agreement

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