Common use of Contractor Warranties Clause in Contracts

Contractor Warranties. The Contractor warrants and represents to the Authority and the Related Organisations that on the date of this Contract: it is properly constituted and incorporated under the laws of England and Wales and has the corporate power to own its assets and to carry on its business as it is now being conducted; it has the corporate power to enter into and to exercise its rights and perform its obligations under this Contract and the Sub-Contracts; all action necessary on the part of the Contractor to authorise the execution of and the performance of its obligations under the Contract and Sub-Contracts has been taken or, in the case of any Sub-Contract executed after the date of this Contract, will be taken before such execution; the obligations expressed to be assumed by the Contractor under the Contract and Sub-Contracts are, or in the case of any Sub-Contract executed after the date of this Contract will be, legal, valid, binding and enforceable to the extent permitted by law; the Contract and each of the Sub-Contracts is or, when executed, will: be in full force and effect; be in the proper form for enforcement in England and Wales; constitute or, when executed, will to the extent permitted by law constitute the valid, binding and enforceable obligations of the parties to them, provided that the Contractor does not give the warranty set out in this clause 5.1.5 (Contractor Warranties) in respect of the obligations of the Authority; the execution, delivery and performance by it of the Contract and Sub-Contracts does not contravene any provision of: any existing Legislation either in force, or enacted but not yet in force binding on the Contractor; the Memorandum and Articles of Association of the Contractor; any order or decree of any court or arbitrator which is binding on the Contractor; or any obligation which is binding upon the Contractor or upon any of its assets or revenues; no claim is presently being assessed and no litigation, arbitration or administrative proceedings are presently in progress or, to the best of the knowledge of the Contractor, pending or threatened against it or any of its assets which will or might have a material adverse effect on the ability of the Contractor to perform the Contract; it is not the subject of any other obligation, compliance with which will or is likely to have a material adverse effect on the ability of the Contractor to perform its obligations under the Contract; no proceedings or other steps have been taken and not discharged (nor, to the best of the knowledge of the Contractor, threatened) for its winding up or dissolution or for the appointment of a receiver, administrative receiver, administrator, liquidator, trustee or similar officer in relation to any of its assets or revenues; the copies of the Sub-Contracts which the Contractor has delivered or, when executed, will deliver to the Authority are or, as the case may be, will be true and complete copies of such documents and there are not in existence any other agreements or documents replacing or relating to any of the Sub-Contracts which would materially affect the interpretation or application of any of the Sub-Contracts; all personnel used to provide the Services will be vetted in accordance with Good Industry Practice and the Mandatory Guidance; it has and will continue to hold all necessary (if any) Consents necessary to perform the Contractor's obligations under this Contract; it has and will continue to have all necessary rights in and to the Contractor Software or the Third Party Software and/or the Contractor Background IPR, or any other materials made available by the Contractor and/or the sub-contractors to the Authority necessary to perform the Contractor's obligations and grant the licences under this Contract; in performing its obligations under this Contract, all Software used by or on behalf of the Contractor will: be currently supported versions of that Software; and perform in all material respects in accordance with its specification; in performing its obligations under this Contract, all Contractor Software will be maintained and supported by the Contractor or a sub-contractor; as at the Commencement Date all statements and representations in the Contractor's response to the ITPD are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading, and the Authority and Related Organisations rely upon such warranties and representations.

Contractor Warranties. The Contractor warrants and represents to the Authority and the Related Organisations that on the date of this Contracthereof: it is properly constituted and incorporated under the laws of England and Wales and has the corporate power to own its assets and to carry on its business as it is now being conducted; it has the corporate power to enter into and to exercise its rights and perform its obligations under this Contract and the Sub-ContractsProject Documents; all action necessary on the part of the Contractor to authorise the execution of and the performance of its obligations under the Contract and Sub-Contracts Project Documents has been taken or, in the case of any Sub-Contract Project Document executed after the date of this ContractAgreement, will be taken before such execution; the obligations expressed to be assumed by the Contractor under the Contract and Sub-Contracts Project Documents are, or in the case of any Sub-Contract Project Document executed after the date of this Contract Agreement will be, legal, valid, binding and enforceable to the extent permitted by law; the Contract law and each of the Sub-Contracts Project Document is or, when executed, will: be in full force and effect; or will be in the proper form for enforcement in England and Wales; constitute or, when executed, will to the extent permitted by law constitute the valid, binding and enforceable obligations of the parties to them, provided that the Contractor does not give the warranty set out in this clause 5.1.5 (Contractor Warranties) in respect of the obligations of the AuthorityEngland; the execution, delivery and performance by it of the Contract and Sub-Contracts Project Documents does not contravene any provision of: any existing Legislation either in force, or enacted but not yet in force binding on the Contractor; the Memorandum and Articles of Association of the Contractor; any order or decree of any court or arbitrator which is binding on the Contractor; or any obligation which is binding upon the Contractor or upon any of its assets or revenues; the Contractor Warranted Data is true and accurate in all respects; the Contractor has not, other than in connection with the Project, traded at any time since its incorporation as a company pursuant to the Companies Act 2006; no claim is presently being assessed and no litigation, arbitration or administrative proceedings are presently in progress or, to the best of the knowledge of the Contractor, pending or threatened against it or any of its assets which will or might have a material adverse effect on the ability of the Contractor to perform the Contractits obligations under any Project Document; it is not the subject of any other obligation, compliance with which will or is likely to have a material adverse effect on the ability of the Contractor to perform its obligations under the Contractany Project Document; no proceedings or other steps have been taken and not discharged (nor, to the best of the knowledge of the Contractor, threatened) for its winding winding-up or dissolution or for the appointment of a receiver, administrative receiver, administrator, liquidator, trustee or similar officer in relation to any of its assets or revenues; each of the Ancillary Documents is or, when executed, will be in full force and effect and constitutes or, when executed, will to the extent permitted by law constitute the valid, binding and enforceable obligations of the parties thereto; [that, with the exception of provisions relating to priorities of step in, the Collateral Warranties given to the Authority by the Principal Building Sub-Contractors and the members of the Professional Team contain equivalent provisions to the collateral warranties provided by these parties to the Contractor and/or the Senior Lenders]85; and the copies of the Sub-Contracts Project Documents which the Contractor has delivered or, when executed, will deliver to the Authority are or, as the case may be, will be true and complete copies of such documents and there are not in existence any other agreements or documents replacing or relating to any of the Sub-Contracts Project Documents which would materially affect the interpretation or application of any of the Sub-Contracts; all personnel used to provide the Services will be vetted in accordance with Good Industry Practice and the Mandatory Guidance; it has and will continue to hold all necessary (if any) Consents necessary to perform the Contractor's obligations under this Contract; it has and will continue to have all necessary rights in and to the Contractor Software or the Third Party Software and/or the Contractor Background IPR, or any other materials made available by the Contractor and/or the sub-contractors to the Authority necessary to perform the Contractor's obligations and grant the licences under this Contract; in performing its obligations under this Contract, all Software used by or on behalf of the Contractor will: be currently supported versions of that Software; and perform in all material respects in accordance with its specification; in performing its obligations under this Contract, all Contractor Software will be maintained and supported by the Contractor or a sub-contractor; as at the Commencement Date all statements and representations in the Contractor's response to the ITPD are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleadingProject Documents, and the Authority and Related Organisations rely relies upon such warranties and representations.

Contractor Warranties. The Contractor warrants and represents to the Authority and the Related Organisations that on the date of this Contract: hereof: 5.1.1 it is properly constituted and incorporated under the laws of England and Wales and has the corporate power to own its assets and to carry on its business as it is now being conducted; , 5.1.2 it has the corporate power to enter into and to exercise its rights and perform its obligations under this Contract and the Sub-Contracts; Project Documents, 5.1.3 all necessary action necessary on the part of the Contractor to authorise the execution of and the performance of its obligations under the Contract and Sub-Contracts Project Documents has been taken or, in the case of any Sub-Contract Project Document executed after the date of this ContractAgreement, will be taken before such execution; , 5.1.4 the obligations expressed to be assumed by the Contractor under the Contract and Sub-Contracts Project Documents are, or in the case of any Sub-Contract Project Document executed after the date of this Contract Agreement will be, legal, valid, binding and enforceable to the extent permitted by law; the Contract law and each of the Sub-Contracts Project Document is or, when executed, will: be in full force and effect; or will be in the proper form for enforcement in England and Wales; constitute or, when executed, will to the extent permitted by law constitute the valid, binding and enforceable obligations of the parties to them, provided that the Contractor does not give the warranty set out in this clause England, 5.1.5 (Contractor Warranties) in respect of the obligations of the Authority; the execution, delivery and performance by it of the Contract and Sub-Contracts Project Documents does not contravene any provision of: a any existing Legislation either in force, or enacted but not yet in force binding on the Contractor; , b the Memorandum and Articles of Association of the Contractor; , c any order or decree of any court or arbitrator which is binding on the Contractor; , or d any obligation which is binding upon the Contractor or upon any of its assets or revenues; . 5.1.6 the information, representation and other matters of fact committed in writing to the Authority by the Contractor in connection with or arising out of its tender are true and complete in all material respects in the context of the Project, 5.1.7 the Contractor Warranted Data is true and accurate in all respects, 5.1.8 the Contractor has not, other than in connection with the Project, traded at any time since its incorporation as a company pursuant to the Companies Xxx 0000 (as amended), 5.1.9 no claim is presently being assessed and no litigation, arbitration or administrative proceedings are presently in progress or, to the best of the knowledge of the Contractor, pending or threatened against it or any of its assets which will or might have a material adverse effect on the ability of the Contractor to perform the Contract; its obligations under any Project Document, 5.1.10 it is not the subject of any other obligation, compliance with which will or is likely to have a material adverse effect on the ability of the Contractor to perform its obligations under the Contract; any Project Document, 5.1.11 no proceedings or other steps have been taken and not discharged (nor, to the best of the knowledge of the Contractor, threatened) for its winding winding-up or dissolution or for the appointment of a receiver, administrative receiver, administrator, liquidator, trustee or similar officer in relation to any of its assets or revenues; , 5.1.12 each of the Ancillary Documents is or, when executed, will be in full force and effect and constitutes or, when executed, will constitute the valid, binding and enforceable obligations of the parties thereto, 5.1.13 the copies of the Sub-Contracts Project Documents which the Contractor has delivered or, when executed, will deliver to the Authority are or, as the case may be, will be true and complete copies of such documents and there are not in existence any other agreements or documents replacing or relating to any of the Sub-Contracts Project Documents which would materially affect the interpretation or application of any of the Sub-Contracts; all personnel used to provide the Services will be vetted in accordance with Good Industry Practice and the Mandatory Guidance; it has and will continue to hold all necessary (if any) Consents necessary to perform the Contractor's obligations under this Contract; it has and will continue to have all necessary rights in and to the Contractor Software or the Third Party Software and/or the Contractor Background IPR, or any other materials made available by the Contractor and/or the sub-contractors to the Authority necessary to perform the Contractor's obligations and grant the licences under this Contract; in performing its obligations under this Contract, all Software used by or on behalf of the Contractor will: be currently supported versions of that Software; and perform in all material respects in accordance with its specification; in performing its obligations under this Contract, all Contractor Software will be maintained and supported by the Contractor or a sub-contractor; as at the Commencement Date all statements and representations in the Contractor's response to the ITPD are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleadingProject Documents, and the Authority and Related Organisations rely relies upon such warranties and representations.

Contractor Warranties. The Contractor warrants and represents to the Authority and the Related Organisations that on the date of this Contract: hereof: 5.1.1 it is properly constituted and incorporated under the laws of England and Wales and has the corporate power to own its assets and to carry on its business as it is now being conducted; ; 5.1.2 it has the corporate power to enter into and to exercise its rights and perform its obligations under this Contract and the Sub-Contracts; Project Documents; 5.1.3 all necessary action necessary on the part of the Contractor to authorise the execution of and the performance of its obligations under the Contract and Sub-Contracts Project Documents has been taken or, in the case of any Sub-Contract Project Document executed after the date of this ContractAgreement, will be taken before such execution; ; 5.1.4 the obligations expressed to be assumed by the Contractor under the Contract and Sub-Contracts Project Documents are, or in the case of any Sub-Contract Project Document executed after the date of this Contract Agreement will be, legal, valid, binding and enforceable to the extent permitted by law; the Contract law and each of the Sub-Contracts Project Document is or, when executed, will: be in full force and effect; or will be in the proper form for enforcement in England England; 5.1.5 it will procure that each and Wales; constitute or, when executed, will to the extent permitted by law constitute the valid, binding and enforceable obligations every one of the parties Apartment Areas with regard to them, provided that which a Certificate of Availability is issued has or will have the Contractor does not give the warranty set out in this clause 5.1.5 (Contractor Warranties) in respect benefit of the obligations appropriate NHBC "Buildmark" structural defects cover or such other defects cover acceptable to mortgage lenders under the most recently published guidance issued by the Council of Mortgage Lenders, or cover in such other form as shall be approved by the AuthorityAuthority from time to time; and 5.1.6 the execution, delivery and performance by it of the Contract and Sub-Contracts Project Documents does not contravene any provision of: : (a) any existing Legislation either in force, or enacted but not yet in force binding on the Contractor; ; (b) the Memorandum and Articles of Association of the Contractor; ; (c) any order or decree of any court or arbitrator which is binding on the Contractor; or or (d) any obligation which is binding upon the Contractor or upon any of its assets or revenues; ; 5.1.7 the information, representation and other matters of fact committed in writing to the Authority by the Contractor in connection with or arising out of its final tender are true and complete in all material respects in the context of the Project; 5.1.8 the Contractor Warranted Data is true and accurate in all respects; 5.1.9 the Contractor has not, other than in connection with the Project, traded at any time since its incorporation as a company pursuant to the Companies Xxx 0000 (as amended); 5.1.10 no claim is presently being assessed and no litigation, arbitration or administrative proceedings are presently in progress or, to the best of the knowledge of the Contractor, pending or threatened against it or any of its assets which will or might have a material adverse effect on the ability of the Contractor to perform the Contract; its obligations under any Project Document; 5.1.11 it is not the subject of any other obligation, compliance with which will or is likely to have a material adverse effect on the ability of the Contractor to perform its obligations under the Contract; any Project Document; 5.1.12 no proceedings or other steps have been taken and not discharged (nor, to the best of the knowledge of the Contractor, threatened) for its winding winding-up or dissolution or for the appointment of a receiver, administrative receiver, administrator, liquidator, trustee or similar officer in relation to any of its assets or revenues; ; 5.1.13 each of the Project Documents is or, when executed, will be in full force and effect and constitutes or, when executed, will constitute the valid, binding and enforceable obligations of the parties thereto; 5.1.14 the copies of the Sub-Contracts Project Documents which the Contractor has delivered or, when executed, will deliver to the Authority are or, as the case may be, will be true and complete copies of such documents and there are not in existence any other agreements or documents replacing or relating to any of the Sub-Contracts Project Documents which would materially affect the interpretation or application of any of the Sub-Contracts; all personnel used to provide the Services will be vetted in accordance with Good Industry Practice and the Mandatory Guidance; it has and will continue to hold all necessary (if any) Consents necessary to perform the Contractor's obligations under this Contract; it has and will continue to have all necessary rights in and to the Contractor Software or the Third Party Software and/or the Contractor Background IPR, or any other materials made available by the Contractor and/or the sub-contractors to the Authority necessary to perform the Contractor's obligations and grant the licences under this Contract; in performing its obligations under this Contract, all Software used by or on behalf of the Contractor will: be currently supported versions of that Software; and perform in all material respects in accordance with its specification; in performing its obligations under this Contract, all Contractor Software will be maintained and supported by the Contractor or a sub-contractor; as at the Commencement Date all statements and representations in the Contractor's response to the ITPD are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleadingProject Documents, and the Authority and Related Organisations rely relies upon such warranties and representations.

Contractor Warranties. (a) The Contractor warrants that: (i) it has and will be deemed to have done everything possible to inform itself fully and completely as to: (A) the requirements for Deliverables under this Head Agreement, any Entity Deed and any Order; (B) the Law and the conditions, risks, contingencies and all other factors which may affect the timing, scope, cost or effectiveness of performing this Head Agreement, Entity Deed and any Order; and (C) all things necessary for delivery and management of this Head Agreement, Entity Deed and any Order and the performance of the Contractor's obligations under this Head Agreement, Entity Deed and any Order; (ii) it enters into this Head Agreement, each Entity Deed and each Order based on its own investigations, interpretations, deductions, information and determinations; and (iii) it does not rely on any representation, warranty, condition or other conduct, information, statement or Document whether forming part of this Head Agreement, any Entity Deed or any Order or not which may have been made by Finance, the Customer or any person purporting to act on behalf of Finance or the Customer in entering into this Head Agreement, any Entity Deed or any Order (as the case may be) other than an express warranty contained in this Head Agreement, Entity Deed and any Order. (b) The Contractor represents and warrants that: (i) it has, and the Contractor Personnel have, and they will both continue to have and to use, the skills, qualifications and experience to provide the Deliverables in a skilful, diligent, responsive, professional, efficient and controlled manner, with a high degree of quality and to a standard that complies with this Head Agreement, each Entity Deed and each Order and meets the Customer's requirements in full; (ii) all Subcontractors: (A) are capable of performing and have sufficient financial capability to perform all of the obligations of the Contractor that are (or are to be) subcontracted to that Subcontractor to the Authority standard required by this Head Agreement, any Entity Deed and any Order; and (B) have experience and have demonstrated recent good performance in the Related Organisations provision of works or services similar to the Deliverables that on are to be subcontracted to it; (iii) the date Deliverables will: (A) be fit for purpose at all times (including upon delivery); (B) perform in accordance with, meet and comply with the applicable Specifications; (C) be newly manufactured in respect of this Contract: it is properly constituted Products; (D) be free from any material Defect in workmanship, design and incorporated under Materials; (E) be provided with quiet enjoyment, unencumbered and free of any Security Interest as defined in the laws of England Personal Property Securities Act 2009 (Cth); (F) conform with the Order and Wales and has the corporate power any third party warranties applicable to own its assets and to carry on its business as it is now being conducted; a Deliverable; (iv) it has the corporate power right to enter into grant all licences granted pursuant to this Head Agreement and to exercise its rights and perform its obligations under this Contract and any Order; (v) where the Sub-Contracts; all action necessary Specifications contain any obligations, representations or commitments on the part of the Contractor, the Contractor will perform, satisfy and meet those obligations, representations and commitments in a timely manner; (vi) at all times during the Term it will meet, and seek to authorise exceed, the execution of Service Levels; (vii) it will provide the necessary resources to provide the Deliverables and use those resources to provide the performance of Deliverables; (viii) at all times during the Term it will maintain all tangible resources and software used to provide the Deliverables in good operating condition; and (ix) in providing the Deliverables, it will at all times comply with this Head Agreement, each Entity Deed and each Order. (c) The Contractor represents and warrants that: (i) it has the right to enter into this Head Agreement and every Entity Deed and every Order; (ii) it has: (A) full corporate power and authority; and (B) all rights, title, licences, interests and property necessary, to lawfully enter into, perform and observe its obligations under the Contract and Sub-Contracts has been taken orthis Head Agreement, in the case of any Sub-Contract executed after the date of this Contract, will be taken before such execution; the obligations expressed to be assumed by the Contractor under the Contract and Sub-Contracts are, or in the case of any Sub-Contract executed after the date of this Contract will be, legal, valid, binding and enforceable to the extent permitted by law; the Contract each Entity Deed and each of the Sub-Contracts is or, when executed, will: be in full force and effect; be in the proper form for enforcement in England and Wales; constitute or, when executed, will to the extent permitted by law constitute the valid, binding and enforceable obligations of the parties to them, provided that the Contractor does not give the warranty set out in this clause 5.1.5 Order; (Contractor Warrantiesiii) in respect of the obligations of the Authority; the execution, delivery and performance of this Head Agreement, Entity Deed and each Order has been duly and validly authorised by it all necessary corporate action; and (iv) the Contractor‘s signing, delivery and performance of this Head Agreement, each Entity Deed and each Order does not constitute: (A) a violation of any judgment, order or decree; (B) a material default under any contract which relates in any way to the provision of the Contract Deliverables, and Sub-Contracts does not contravene any provision of: any existing Legislation either in force, or enacted but not yet in force binding on the Contractor; the Memorandum and Articles of Association of the Contractor; any order or decree of any court or arbitrator by which is binding on the Contractor; or any obligation which is binding upon the Contractor or upon any of its assets or revenues; no claim is presently being assessed and no litigation, arbitration or administrative proceedings are presently in progress or, to the best of the knowledge of the Contractor, pending or threatened against it or any of its assets which are bound; or (C) an event that would, with notice or lapse of time, or both, constitute such a default. (d) The Contractor warrants that it has disclosed in writing to Finance prior to the Commencement Date of this Head Agreement and it will disclose in writing to Finance and the Customer prior to the Commencement Date of any Entity Deed or Order: (i) any litigation, arbitration, mediation, conciliation or proceeding, including investigations whatsoever that are taking place, pending or threatened (either in Australia or overseas) (Proceedings) where such Proceedings will or might have a material adverse effect on the ability potential to impact adversely upon either the Contractor's reputation or the Contractor's capacity to perform and fulfil its obligations under this Head Agreement, any Entity Deed or any Order; and (ii) matters relating to the commercial, technical or financial capacity of the Contractor or of any Subcontractor proposed to be engaged in respect of any Order, including the existence of any breach, default or alleged breach or default of any agreement, order or award binding upon the Contractor, being matters affecting or likely to affect the Contractor's ability to perform the Contract; any of its obligations under this Head Agreement, Entity Deed or any Order. (e) The Contractor warrants that: (i) it is not named by the subject Workplace Gender Equality Entity as an employer that is currently not complying with the Workplace Gender Equality Act 2012 (Cth); (ii) it has not had a judicial decision against it (not including decisions under appeal) relating to employee entitlements in respect of any other obligation, compliance with which will or it has not paid the judgment amount; and (iii) it is likely to have a material adverse effect not on the ability Commonwealth's consolidated list of the Contractor individuals and entities to perform its obligations under the Contract; no proceedings or other steps have been taken which terrorist asset freezing applies and not discharged (nor, to the best of the knowledge of the Contractor, threatened) for its winding up or dissolution or for the appointment of a receiver, administrative receiver, administrator, liquidator, trustee or similar officer in relation to any none of its assets Personnel are on, or revenues; a member of an entity on, that list. (f) The Contractor warrants that it will promptly Notify and fully disclose to Finance any event or occurrence actual or threatened during the copies of the Sub-Contracts which the Contractor has delivered or, when executed, will deliver to the Authority are or, as the case may be, will be true and complete copies of such documents and there are not in existence any other agreements or documents replacing or relating to any of the Sub-Contracts which Term that would materially affect the interpretation or application of Contractor's ability to perform any of the Sub-Contracts; all personnel used to provide the Services will be vetted in accordance with Good Industry Practice and the Mandatory Guidance; it has and will continue to hold all necessary (if any) Consents necessary to perform the Contractor's obligations under this Contract; it has and will continue to have all necessary rights in and to the Contractor Software or the Third Party Software and/or the Contractor Background IPR, or any other materials made available by the Contractor and/or the sub-contractors to the Authority necessary to perform the Contractor's obligations and grant the licences under this Contract; in performing its obligations under this ContractHead Agreement, all Software used by including any event or on behalf of the Contractor will: be currently supported versions of that Software; and perform occurrence referred to in all material respects in accordance with its specification; in performing its obligations under this Contract, all Contractor Software will be maintained and supported by the Contractor clause 20.1(d) or a sub-contractor; as at the Commencement Date all statements and representations in the Contractor's response to the ITPD are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading, and the Authority and Related Organisations rely upon such warranties and representations20.1(e).

Contractor Warranties. The Contractor warrants and represents to the Authority and the Related Organisations that on the date of this Contract: it is properly constituted and incorporated under the laws of England and Wales and has the corporate power to own its assets and to carry on its business as it is now being conducted; it has the corporate power to enter into and to exercise its rights and perform its obligations under this Contract and the Sub-Contracts; all action necessary on the part of the Contractor to authorise the execution of and the performance of its obligations under the Contract and Sub-Contracts has been taken or, in the case of any Sub-Contract executed after the date of this Contract, will be taken before such execution; the obligations expressed to be assumed by the Contractor under the Contract and Sub-Contracts are, or in the case of any Sub-Contract executed after the date of this Contract will be, legal, valid, binding and enforceable to the extent permitted by law; the Contract and each of the Sub-Contracts is or, when executed, will: be in full force and effect; be in the proper form for enforcement in England and Wales; constitute or, when executed, will to the extent permitted by law constitute the valid, binding and enforceable obligations of the parties to them, provided that the Contractor does not give the warranty set out in this clause 5.1.5 (Contractor Warranties) in respect of the obligations of the AuthorityEngland; the execution, delivery and performance by it of the Contract and Sub-Contracts does not contravene any provision of: any existing Legislation either in force, or enacted but not yet in force binding on the Contractor; the Memorandum and Articles of Association of the Contractor; any order or decree of any court or arbitrator which is binding on the Contractor; or any obligation which is binding upon the Contractor or upon any of its assets or revenues; no claim is presently being assessed and no litigation, arbitration or administrative proceedings are presently in progress or, to the best of the knowledge of the Contractor, pending or threatened against it or any of its assets which will or might have a material adverse effect on the ability of the Contractor to perform the Contract; it is not the subject of any other obligation, compliance with which will or is likely to have a material adverse effect on the ability of the Contractor to perform its obligations under the Contract; no proceedings or other steps have been taken and not discharged (nor, to the best of the knowledge of the Contractor, threatened) for its winding up or dissolution or for the appointment of a receiver, administrative receiver, administrator, liquidator, trustee or similar officer in relation to any of its assets or revenues; and the copies of the Sub-Contracts which the Contractor has delivered or, when executed, will deliver to the Authority are or, as the case may be, will be true and complete copies of such documents and there are not in existence any other agreements or documents replacing or relating to any of the Sub-Contracts which would materially affect the interpretation or application of any of the Sub-Contracts; all personnel used to provide the Services will be vetted in accordance with Good Industry Practice and the Mandatory Guidance; it has and will continue to hold all necessary (if any) Consents necessary to perform the Contractor's obligations under this Contract; it has and will continue to have all necessary rights in and to the Contractor Software or the Third Party Software and/or the Contractor Background IPR, or any other materials made available by the Contractor and/or the sub-contractors to the Authority necessary to perform the Contractor's obligations and grant the licences under this Contract; in performing its obligations under this Contract, all Software used by or on behalf of the Contractor will: be currently supported versions of that Software; and perform in all material respects in accordance with its specification; in performing its obligations under this Contract, all Contractor Software will be maintained and supported by the Contractor or a sub-contractor; as at the Commencement Date all statements and representations in the Contractor's response to the ITPD are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading, and the Authority and Related Organisations rely relies upon such warranties and representations.

Contractor Warranties. The Contractor warrants and represents to the Authority and the Related Organisations that on the date of this Contract: hereof: 5.1.1 it is properly constituted and incorporated under the laws of England and Wales and has the corporate power to own its assets and to carry on its business as it is now being conducted; ; 5.1.2 it has the corporate power to enter into and to exercise its rights and perform its obligations under this Contract and the Sub-Contracts; Project Documents; 5.1.3 all necessary action necessary on the part of the Contractor to authorise the execution of and the performance of its obligations under the Contract and Sub-Contracts Project Documents has been taken or, in the case of any Sub-Contract Project Document executed after the date of this ContractAgreement, will be taken before such execution; ; 5.1.4 the obligations expressed to be assumed by the Contractor under the Contract and Sub-Contracts Project Documents are, or in the case of any Sub-Contract Project Document executed after the date of this Contract Agreement will be, legal, valid, binding and enforceable to the extent permitted by law; the Contract law and each of the Sub-Contracts Project Document is or, when executed, will: be in full force and effect; or will be in the proper form for enforcement in England England; 5.1.5 it will procure that each and Wales; constitute or, when executed, will to the extent permitted by law constitute the valid, binding and enforceable obligations every one of the parties Apartment Areas with regard to them, provided that which a Certificate of Availability is issued has or will have the Contractor does not give the warranty set out in this clause 5.1.5 (Contractor Warranties) in respect benefit of the obligations appropriate NHBC "Buildmark" structural defects cover or such other defects cover acceptable to mortgage lenders under the most recently published guidance issued by the Council of Mortgage Lenders, or cover in such other form as shall be approved by the AuthorityAuthority from time to time; and 5.1.6 the execution, delivery and performance by it of the Contract and Sub-Contracts Project Documents does not contravene any provision of: : (a) any existing Legislation either in force, or enacted but not yet in force binding on the Contractor; Contractor;‌ (b) the Memorandum and Articles of Association of the Contractor; Contractor;‌ (c) any order or decree of any court or arbitrator which is binding on the Contractor; or or‌ (d) any obligation which is binding upon the Contractor or upon any of its assets or revenues; revenues;‌ 5.1.7 the information, representation and other matters of fact committed in writing to the Authority by the Contractor in connection with or arising out of its final tender are true and complete in all material respects in the context of the Project; 5.1.8 the Contractor Warranted Data is true and accurate in all respects; 5.1.9 the Contractor has not, other than in connection with the Project, traded at any time since its incorporation as a company pursuant to the Companies Act 2006 (as amended); 5.1.10 no claim is presently being assessed and no litigation, arbitration or administrative proceedings are presently in progress or, to the best of the knowledge of the Contractor, pending or threatened against it or any of its assets which will or might have a material adverse effect on the ability of the Contractor to perform the Contract; its obligations under any Project Document; 5.1.11 it is not the subject of any other obligation, compliance with which will or is likely to have a material adverse effect on the ability of the Contractor to perform its obligations under the Contract; any Project Document; 5.1.12 no proceedings or other steps have been taken and not discharged (nor, to the best of the knowledge of the Contractor, threatened) for its winding winding-up or dissolution or for the appointment of a receiver, administrative receiver, administrator, liquidator, trustee or similar officer in relation to any of its assets or revenues; ; 5.1.13 each of the Project Documents is or, when executed, will be in full force and effect and constitutes or, when executed, will constitute the valid, binding and enforceable obligations of the parties thereto; 5.1.14 the copies of the Sub-Contracts Project Documents which the Contractor has delivered or, when executed, will deliver to the Authority are or, as the case may be, will be true and complete copies of such documents and there are not in existence any other agreements or documents replacing or relating to any of the Sub-Contracts Project Documents which would materially affect the interpretation or application of any of the Sub-Contracts; all personnel used to provide the Services will be vetted in accordance with Good Industry Practice and the Mandatory Guidance; it has and will continue to hold all necessary (if any) Consents necessary to perform the Contractor's obligations under this Contract; it has and will continue to have all necessary rights in and to the Contractor Software or the Third Party Software and/or the Contractor Background IPR, or any other materials made available by the Contractor and/or the sub-contractors to the Authority necessary to perform the Contractor's obligations and grant the licences under this Contract; in performing its obligations under this Contract, all Software used by or on behalf of the Contractor will: be currently supported versions of that Software; and perform in all material respects in accordance with its specification; in performing its obligations under this Contract, all Contractor Software will be maintained and supported by the Contractor or a sub-contractor; as at the Commencement Date all statements and representations in the Contractor's response to the ITPD are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleadingProject Documents, and the Authority and Related Organisations rely relies upon such warranties and representations.

Contractor Warranties. The Contractor warrants and represents to the Authority and the Related Organisations that on the date of this Contract: it is properly constituted and incorporated under the laws of England and Wales and has the corporate power to own its assets and to carry on its business as it is now being conducted; VicForests that: (a) it has the corporate legal right and power to enter into this Agreement and to exercise its rights and perform its obligations under this Contract and the Sub-Contracts; all action necessary on the part of the Contractor to authorise the execution of and the performance of its obligations under the Contract and Sub-Contracts has been taken or, in the case of any Sub-Contract executed after the date of this Contract, will be taken before such execution; the obligations expressed to be assumed by the Contractor under the Contract and Sub-Contracts are, or in the case of any Sub-Contract executed after the date of this Contract will be, legal, valid, binding and enforceable to the extent permitted by law; the Contract and each of the Sub-Contracts is or, when executed, will: be in full force and effect; be in the proper form for enforcement in England and Wales; constitute or, when executed, will to the extent permitted by law constitute the valid, binding and enforceable obligations of the parties to them, provided that the Contractor does not give the warranty set out in this clause 5.1.5 (Contractor Warranties) in respect of the obligations of the Authority; the execution, delivery and performance by it of the Contract and Sub-Contracts does not contravene any provision of: any existing Legislation either in force, or enacted but not yet in force binding on the Contractor; the Memorandum and Articles of Association of the Contractor; any order or decree of any court or arbitrator which is binding on the Contractor; or any obligation which is binding upon the Contractor or upon any of its assets or revenues; no claim is presently being assessed and no litigation, arbitration or administrative proceedings are presently in progress or, to the best of the knowledge of the Contractor, pending or threatened against it or any of its assets which will or might have a material adverse effect on the ability of the Contractor to perform the Contract; it is not the subject of any other obligation, compliance with which will or is likely to have a material adverse effect on the ability of the Contractor to perform its obligations under the Contractterms of this Agreement and is not in liquidation or in a position in which it may be placed into liquidation; no proceedings or other steps have been taken and (b) this Agreement is a valid and not discharged (nor, to the best of the knowledge of the Contractor, threatened) for its winding up or dissolution or for the appointment of a receiver, administrative receiver, administrator, liquidator, trustee or similar officer in relation to any of its assets or revenues; the copies of the Sub-Contracts which binding agreement on the Contractor which is enforceable in accordance with its terms; (c) it has delivered orread and understood the terms of this Agreement, when executed, will deliver to including all documents forming part of this Agreement and acknowledges that the Authority terms in this Agreement are or, as the case may be, will be true fair and complete copies of such documents and there are not in existence any other agreements or documents replacing or relating to any of the Sub-Contracts which would materially affect the interpretation or application of any of the Sub-Contracts; all personnel used to provide reasonable; (d) the Services will be vetted performed to a standard of care, skill, judgment and diligence commensurate with a competent contractor experienced in accordance with Good Industry Practice work of a similar nature to the Services; (e) the Contractor and the Mandatory Guidance; it has its officers, employees, agents and Sub- Contractors are, and will continue to hold all necessary (if any) Consents necessary be, appropriately qualified and have the requisite knowledge, skill and expertise to perform the Services in accordance with this Agreement and the Utilisation Procedures; (f) on the date of this Agreement, the Equipment will be in the Contractor's obligations under this Contract; it has ’s possession, power and will continue control ready to have all necessary rights be used in and to the provision of the Services; (g) the Contractor Software or the Third Party Software and/or the Contractor Background IPRand its employees, or any other materials made available by the Contractor and/or the subagents and Sub-contractors to the Authority necessary to Contractors will perform the Contractor's obligations Services in accordance with this Agreement and grant the licences under this Contract; in performing as directed by XxxXxxxxxx from time to time; (h) it will perform its obligations under this Contract, Agreement in accordance with this Agreement and all Software used applicable Laws; (i) the performance of the Contractor’s obligations under this Agreement will not infringe any right of any third party; (j) the indemnities given by the Contractor in this Agreement constitute legally valid and binding obligations of the Contractor which are enforceable in accordance with their terms; (k) all Vehicles and all other Equipment utilised by the Contractor for the provision of the Services: (i) are safe and suitable for that purpose; (ii) comply with all relevant Laws; (iii) will be operated safely; (iv) are maintained in good running order and that all repairs that need to be made on the same will be immediately carried out upon breakdown or loss of efficiency due to condition of the Equipment; and (v) are all the vehicles and key equipment necessary to carry out the Services. (l) it possesses the financial resources necessary to carry out its obligations under this Agreement; (m) all information given by or on behalf of the Contractor will: be currently supported versions to VicForests in the course of that Software; the negotiation leading to this Agreement is true and perform accurate in all respects; (n) there are no claims, demands, litigation or disputes in respect of the Contractor’s business or any of the assets to be used or employed in the execution of this Agreement; (o) there are no facts or circumstances known to the Contractor that are likely to result in the revocation or non-renewal of or variation in any material respects respect of any permit or licence held by the Contractor in connection with the carrying out of the Services or which would hinder or prevent the Contractor from undertaking the Services; (p) save for disclosure in accordance with its specification; in performing its obligations under this Contractstatutory obligations, all Contractor Software no disclosure has or will be maintained and supported by made of any information arising from or incidental to this Agreement except to VicForests; and (q) it has received a copy of the Contractor or a sub-contractor; as at Information Handbook and has read and understood it and will perform the Commencement Date all statements and representations Services in the Contractor's response to context of the ITPD are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading, and the Authority and Related Organisations rely upon such warranties and representationsContractor Information Handbook.

Contractor Warranties. The Contractor warrants and represents to the Authority and the Related Organisations that on the date of this Contract: it is properly constituted and incorporated under the laws of England and Wales and has the corporate power to own its assets and to carry on its business as it is now being conducted; it has the corporate power to enter into and to exercise its rights and perform its obligations under this Contract and the Sub-Contracts; all action necessary on the part of the Contractor to authorise the execution of and the performance of its obligations under the Contract and Sub-Contracts has been taken or, in the case of any Sub-Contract executed after the date of this Contract, will be taken before such execution; the obligations expressed to be assumed by the Contractor under the Contract and Sub-Contracts are, or in the case of any Sub-Contract executed after the date of this Contract will be, legal, valid, binding and enforceable to the extent permitted by law; the Contract and each of the Sub-Contracts is or, when executed, will: be in full force and effect; be in the proper form for enforcement in England and WalesEngland; constitute or, when executed, will to the extent permitted by law constitute the valid, binding and enforceable obligations of the parties to them, provided that the Contractor does not give the warranty set out in this clause 5.1.5 5.1.6.4 (Contractor Warranties) in respect of the obligations of the Authority; the execution, delivery and performance by it of the Contract and Sub-Contracts does not contravene any provision of: any existing Legislation either in force, or enacted but not yet in force binding on the Contractor; the Memorandum and Articles of Association of the Contractor; any order or decree of any court or arbitrator which is binding on the Contractor; or any obligation which is binding upon the Contractor or upon any of its assets or revenues; Not Used no claim is presently being assessed and no litigation, arbitration or administrative proceedings are presently in progress or, to the best of the knowledge of the Contractor, pending or threatened against it or any of its assets which will or might have a material adverse effect on the ability of the Contractor to perform the Contract; it is not the subject of any other obligation, compliance with which will or is likely to have a material adverse effect on the ability of the Contractor to perform its obligations under the Contract; no proceedings or other steps have been taken and not discharged (nor, to the best of the knowledge of the Contractor, threatened) for its winding up or dissolution or for the appointment of a receiver, administrative receiver, administrator, liquidator, trustee or similar officer in relation to any of its assets or revenues; and the copies of the Sub-Contracts which the Contractor has delivered or, when executed, will deliver to the Authority are or, as the case may be, will be true and complete copies of such documents and there are not in existence any other agreements or documents replacing or relating to any of the Sub-Contracts which would materially affect the interpretation or application of any of the Sub-Contracts; all personnel used to provide the Services will be vetted in accordance with Good Industry Practice and the Mandatory Guidance; it has and will continue to hold all necessary (if any) Consents necessary to perform the Contractor's obligations under this Contract; it has and will continue to have all necessary rights in and to the Contractor Software or the Third Party Software and/or the Contractor Background IPR, or any other materials made available by the Contractor and/or the sub-contractors to the Authority necessary to perform the Contractor's obligations and grant the licences under this Contract; in performing its obligations under this Contract, all Software used by or on behalf of the Contractor will: be currently supported versions of that Software; and perform in all material respects in accordance with its specification; in performing its obligations under this Contract, all Contractor Software will be maintained and supported by the Contractor or a sub-contractor; as at the Commencement Date all statements and representations in the Contractor's response to the ITPD are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading, and the Authority and Related Organisations rely relies upon such warranties and representations.

Contractor Warranties. The Contractor warrants and represents to the Authority and the Related Organisations that on the date of this Contract: hereof:- it is properly constituted and incorporated under the laws of England and Wales and has the corporate power to own its assets and to carry on its business as it is now being conducted; it has the corporate power to enter into and to exercise its rights and perform its obligations under this Contract and the Sub-ContractsProject Documents; all action necessary on the part of the Contractor to authorise the execution of and the performance of its obligations under the Contract and Sub-Contracts Project Documents has been taken or, in the case of any Sub-Contract Project Document executed after the date of this ContractAgreement, will be taken before such execution; the obligations expressed to be assumed by the Contractor under the Contract and Sub-Contracts Project Documents are, or in the case of any Sub-Contract Project Document executed after the date of this Contract Agreement will be, legal, valid, binding and enforceable to the extent permitted by law; the Contract law and each of the Sub-Contracts Project Document is or, when executed, will: be in full force and effect; or will be in the proper form for enforcement in England and Wales; constitute or, when executed, will to the extent permitted by law constitute the valid, binding and enforceable obligations of the parties to them, provided that the Contractor does not give the warranty set out in this clause 5.1.5 (Contractor Warranties) in respect of the obligations of the AuthorityEngland; the execution, delivery and performance by it of the Contract and Sub-Contracts Project Documents does not contravene any provision of: of:- any existing Legislation either in force, or enacted but not yet in force binding on the Contractor; the Memorandum and Articles of Association of the Contractor; any order or decree of any court or arbitrator which is binding on the Contractor; or any obligation which is binding upon the Contractor or upon any of its assets or revenues; the information, representation and other matters of fact committed in writing to the Authority by the Contractor in connection with or arising out of its tender are true and complete in all material respects in the context of the Project; no claim is presently being assessed and no litigation, arbitration or administrative proceedings are presently in progress or, to the best of the knowledge of the Contractor, pending or threatened against it or any of its assets which will or might have a material adverse effect on the ability of the Contractor to perform the Contractits obligations under any Project Document; it is not the subject of any other obligation, compliance with which will or is likely to have a material adverse effect on the ability of the Contractor to perform its obligations under the Contractany Project Document; no proceedings or other steps have been taken and not discharged (nor, to the best of the knowledge of the Contractor, threatened) for its winding winding-up or dissolution or for the appointment of a receiver, administrative receiver, administrator, liquidator, trustee or similar officer in relation to any of its assets or revenues; the copies of the Sub-Contracts Project Documents which the Contractor has delivered or, when executed, will deliver to the Authority are or, as the case may be, will be true and complete copies of such documents and there are not in existence any other agreements or documents replacing or relating to any of the Sub-Contracts Project Documents which would materially affect the interpretation or application of any of the Sub-ContractsProject Documents; all personnel used to provide the Services will be vetted in accordance with Good Industry Practice and the Mandatory Guidance; it has and will continue to hold all necessary (if any) Consents necessary to perform the Contractor's obligations under this Contract; it has and will continue to have all necessary rights in and to the Contractor Software or the Third Party Software and/or the Contractor Background IPR, or any other materials made available by the Contractor and/or the sub-contractors to the Authority necessary to perform the Contractor's obligations and grant the licences under this Contract; in performing its obligations under this Contract, all Software used by or on behalf of the Contractor will: be currently supported versions of that Software; and perform in all material respects in accordance with its specification; in performing its obligations under this Contract, all Contractor Software will be maintained and supported by the Contractor or a sub-contractor; as at the Commencement Date all statements and representations in the Contractor's response to the ITPD are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading, and the Authority and Related Organisations rely relies upon such warranties and representations.