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: 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:- 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.

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.