Common use of G2 Warranties and Representations Clause in Contracts

G2 Warranties and Representations. G2.1 The Contractor warrants and represents that: a) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Contract and that the Contract is executed by a duly authorised representative of the Contractor; b) in entering the Contract it has not committed any Fraud; c) as at the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract; d) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract; e) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; f) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; g) it owns, has obtained or is able to obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; h) in the three (3) years prior to the date of the Contract: (i) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (iii) it has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract. G3.1 This Contract is conditional upon the Contractor procuring that the Guarantor shall: a) execute and deliver to the Authority the Guarantee; and b) deliver to the Authority a certified copy of the board minutes of the Guarantor approving the execution of the Guarantee. G3.2 On satisfaction of clause G4.1, the Authority shall promptly notify the Contractor that those conditions have been satisfied. G3.3 The conditions specified in this clause G4 are inserted solely for the A uthority’s benefit. The Authority may waive them, in whole or in part and with or without conditions, without prejudicing the Authority’s right to require subsequent fulfilment of such conditions. G3.4 For the avoidance of doubt, if clause G4.1 has not been satisfied, on or before [Insert - date] this Contract shall not take effect].

G2 Warranties and Representations. G2.1 The Contractor Provider warrants and represents that: a) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Contract and that the Contract is executed by a duly authorised representative of the ContractorProvider; b) in entering the Contract it has not committed any Fraud; c) as at the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract; d) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract; e) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; f) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the ContractorProvider’s assets or revenue; g) it owns, has obtained or is able to obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; h) in the three (3) 3 years prior to the date of the Contract: (i) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (iiii) it has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract. G3.1 This Contract is conditional upon the Contractor procuring that the Guarantor shall: a) execute and deliver to the Authority the Guarantee; and b) deliver to the Authority a certified copy of the board minutes of the Guarantor approving the execution of the Guarantee. G3.2 On satisfaction of clause G4.1, the Authority shall promptly notify the Contractor that those conditions have been satisfied. G3.3 The conditions specified in this clause G4 are inserted solely for the A uthority’s benefit. The Authority may waive them, in whole or in part and with or without conditions, without prejudicing the Authority’s right to require subsequent fulfilment of such conditions. G3.4 For the avoidance of doubt, if clause G4.1 has not been satisfied, on or before [Insert - date] this Contract shall not take effect].

G2 Warranties and Representations. G2.1 The Contractor warrants and represents that: a) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Contract and that the Contract is executed by a duly authorised representative of the Contractor; b) in entering the Contract it has not committed any Fraud; c) as at the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract; d) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract; e) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; f) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; g) it owns, has obtained or is able to obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; h) in the three (3) years prior to the date of the Contract: (i) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (iii) it has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract.. [Optional – Ref Guidance Notes] G3.1 This Contract is conditional upon the Contractor procuring that the Guarantor shall: a) execute and deliver to the Authority the Guarantee; and b) deliver to the Authority a certified copy of the board minutes of the Guarantor approving the execution of the Guarantee. G3.2 On satisfaction of clause G4.1, the Authority shall promptly notify the Contractor that those conditions have been satisfied. G3.3 The conditions specified in this clause G4 are inserted solely for the A uthority’s benefit. The Authority may waive them, in whole or in part and with or without conditions, without prejudicing the Authority’s right to require subsequent fulfilment of such conditions. G3.4 For the avoidance of doubt, if clause G4.1 has not been satisfied, on or before [Insert - date] this Contract shall not take effect].

G2 Warranties and Representations. G2.1 The Contractor warrants and represents that: a) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Contract and that the Contract is executed by a duly authorised representative of the Contractor; b) in entering the Contract it has not committed any Fraud; c) as at the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract; d) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract; e) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; f) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; g) it owns, has obtained or is able to obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; h) in the three (3) years prior to the date of the Contract: (i) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (iii) it has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract. G3.1 This Contract is conditional upon the Contractor procuring that the Guarantor shall: a) execute and deliver to the Authority the Guarantee; and b) deliver to the Authority a certified copy of the board minutes of the Guarantor approving the execution of the Guarantee. G3.2 On satisfaction of clause G4.1G3.1, the Authority shall promptly notify the Contractor that those conditions have been satisfied. G3.3 The conditions specified in this clause G4 G3 are inserted solely for the A uthority’s benefit. The Authority may waive them, in whole or in part and with or without conditions, without prejudicing the Authority’s right to require subsequent fulfilment of such conditions. G3.4 For the avoidance of doubt, if clause G4.1 G3.1 has not been satisfied, on or before [Insert - date] this Contract shall not take effect].

G2 Warranties and Representations. G2.1 The Contractor warrants and represents that: a) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Contract and that the Contract is executed by a duly authorised representative of the Contractor; b) in entering the Contract it has not committed any Fraud; c) as at the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract; d) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract; e) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; f) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; g) it owns, has obtained or is able to obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; h) in the three (3) years prior to the date of the Contract: (i) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (iii) it has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract. G3.1 This Contract is conditional upon the Contractor procuring that the Guarantor shall: a) execute and deliver to the Authority the Guarantee; and b) deliver to the Authority a certified copy of the board minutes of the Guarantor approving the execution of the Guarantee. G3.2 On satisfaction of clause G4.1, the Authority shall promptly notify the Contractor that those conditions have been satisfied. G3.3 The conditions specified in this clause G4 are inserted solely for the A uthority’s benefit. The Authority may waive them, in whole or in part and with or without conditions, without prejudicing the Authority’s right to require subsequent fulfilment of such conditions. G3.4 For the avoidance of doubt, if clause G4.1 has not been satisfied, on or before [Insert - date] this Contract shall not take effect].

G2 Warranties and Representations. G2.1 The Contractor warrants and represents that: a) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Contract and that the Contract is executed by a duly authorised representative of the Contractor; b) in entering the Contract it has not committed any Fraud; c) as at the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract; d) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract; e) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; f) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; g) it owns, has obtained or is able to obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; h) in the three (3) years prior to the date of the Contract: (i) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (iii) it has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract. G3.1 This Contract is conditional upon the Contractor procuring that the Guarantor shall: a) execute and deliver to the Authority the Guarantee; and b) deliver to the Authority a certified copy of the board minutes of the Guarantor approving the execution of the Guarantee. G3.2 On satisfaction of clause G4.1G.1, the Authority shall promptly notify the Contractor that those conditions have been satisfied. G3.3 The conditions specified in this clause G4 G3 are inserted solely for the A uthority’s benefit. The Authority may waive them, in whole or in part and with or without conditions, without prejudicing the Authority’s right to require subsequent fulfilment of such conditions. G3.4 For the avoidance of doubt, if clause G4.1 G3.1 has not been satisfied, on or before [Insert - date] this Contract shall not take effect].

G2 Warranties and Representations. G2.1 The Contractor warrants and represents that: a) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Contract and that the Contract is executed by a duly authorised representative of the Contractor; b) in entering the Contract it has not committed any Fraud; c) as at the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract; d) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract; e) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; f) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; g) it owns, has obtained or is able to obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; h) in the three (3) years prior to the date of the Contract: (i) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (iii) it has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract.. [Optional – Ref Guidance Notes] G3.1 This Contract is conditional upon the Contractor procuring that the Guarantor shall: a) execute and deliver to the Authority the Guarantee; and b) deliver to the Authority a certified copy of the board minutes of the Guarantor approving the execution of the Guarantee. G3.2 On satisfaction of clause G4.1G3.1, the Authority shall promptly notify the Contractor that those conditions have been satisfied. G3.3 The conditions specified in this clause G4 G3 are inserted solely for the A uthorityAuthority’s benefit. The Authority may waive them, in whole or in part and with or without conditions, without prejudicing the Authority’s right to require subsequent fulfilment of such conditions. G3.4 For the avoidance of doubt, if clause G4.1 G3.1 has not been satisfied, on or before [Insert - date] this Contract shall not take effect].

G2 Warranties and Representations. G2.1 The Contractor warrants and represents that: a) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Contract and that the Contract is executed by a duly authorised representative of the Contractor; b) in entering the Contract it has not committed any Fraud; c) as at the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract; d) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract; e) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; f) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; g) it owns, has obtained or is able to obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; h) in the three (3) years prior to the date of the Contract: (i) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (iii) it has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract. G3.1 This Contract is conditional upon the Contractor procuring that the Guarantor shall: a) execute and deliver to the Authority the Guarantee; and b) deliver to the Authority a certified copy of the board minutes of the Guarantor approving the execution of the Guarantee. G3.2 On satisfaction of clause G4.1G3.1, the Authority shall promptly notify the Contractor that those conditions have been satisfied. G3.3 The conditions specified in this clause G4 G3 are inserted solely for the A uthorityAuthority’s benefit. The Authority may waive them, in whole or in part and with or without conditions, without prejudicing the Authority’s right to require subsequent fulfilment of such conditions. G3.4 For the avoidance of doubt, if clause G4.1 G3.1 has not been satisfied, on or before [Insert - date] this Contract shall not take effect].

G2 Warranties and Representations. G2.1 The Contractor warrants and represents that: a) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Contract and that the Contract is executed by a duly authorised representative of the Contractor; b) in entering the Contract it has not committed any Fraud; c) as at the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract; d) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract; e) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; f) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; g) it owns, has obtained or is able to obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; h) in the three (3) years prior to the date of the Contract: (i) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (iii) it has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract.. [Optional – Ref Guidance Notes] G3.1 This Contract is conditional upon the Contractor procuring that the Guarantor shall: a) execute and deliver to the Authority the Guarantee; and b) deliver to the Authority a certified copy of the board minutes of the Guarantor approving the execution of the Guarantee. G3.2 On satisfaction of clause G4.1G3.1, the Authority shall promptly notify the Contractor that those conditions have been satisfied. G3.3 The conditions specified in this clause G4 G3 are inserted solely for the A uthority’s benefit. The Authority may waive them, in whole or in part and with or without conditions, without prejudicing the Authority’s right to require subsequent fulfilment of such conditions. G3.4 For the avoidance of doubt, if clause G4.1 G3.1 has not been satisfied, on or before [Insert - date] this Contract shall not take effect].

G2 Warranties and Representations. G2.1 The Contractor warrants and represents that: a) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Contract and that the Contract is executed by a duly authorised representative of the Contractor; b) in entering the Contract it has not committed any Fraud; c) as at the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract; d) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract; e) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; f) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; g) it owns, has obtained or is able to obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; h) in the three (3) 3 years prior to the date of the Contract: (i) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (iiii) it has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract. G3.1 This Contract is conditional upon a) On or about the effective date (and in any event no later than the first Commencement Date), the Contractor procuring shall procure that the Guarantor shall: ai) execute and deliver to the Authority the Guarantee; and bii) deliver to the Authority a certified copy of the board minutes of the Guarantor approving the execution of the Guarantee. G3.2 On satisfaction of b) In the event that the Contractor fails to comply with its obligations under this clause G4.1G3, the Authority shall promptly notify reserves the Contractor that those conditions have been satisfied. G3.3 The conditions specified in this clause G4 are inserted solely for the A uthority’s benefit. The Authority may waive them, in whole or in part and with or without conditions, without prejudicing the Authority’s right to require subsequent fulfilment of such conditionsterminate the Contract with immediate effect by notice in writing. G3.4 For the avoidance of doubt, if clause G4.1 has not been satisfied, on or before [Insert - date] this Contract shall not take effect].

G2 Warranties and Representations. G2.1 The Contractor warrants and represents that: a) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Contract and that the Contract is executed by a duly authorised representative of the Contractor; b) in entering the Contract it has not committed any Fraud; c) as at the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract; d) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract; e) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; f) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; g) it owns, has obtained or is able to obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; h) in the three (3) years prior to the date of the Contract: (i) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (iii) it has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract. G3.1 This Contract is conditional upon the Contractor procuring that the Guarantor shall: a) execute and deliver to the Authority the Guarantee; and b) deliver to the Authority a certified copy of the board minutes of the Guarantor approving the execution of the Guarantee. G3.2 On satisfaction of clause G4.1, the Authority shall promptly notify the Contractor that those conditions have been satisfied. G3.3 The conditions specified in this clause G4 are inserted solely for the A uthority’s benefit. The Authority may waive them, in whole or in part and with or without conditions, without prejudicing the Authority’s right to require subsequent fulfilment of such conditions. G3.4 For the avoidance of doubt, if clause G4.1 has not been satisfied, on or before [Insert - date] this Contract shall not take effect].