Representations and Undertakings. 2.1 You represent and undertake to us as fundamental conditions of this Agreement that: 2.1.1 you are validly existing and have the power to enter into this Agreement and that the execution of this Agreement by you has been validly authorised; 2.1.2 the obligations imposed on you under this Agreement constitute valid legal and binding obligations enforceable against you in accordance with these terms; 2.1.3 neither the execution of this Agreement by you nor the performance of any of its obligations under it will: (a) conflict with or result in any breach of any law or enactment or any deed, agreement or other instrument, obligation or duty by or to which you are bound; or (b) exceed any limitation on any of your powers or on the right or ability of your directors or officers to exercise such powers; 2.1.4 you are not in default under any law or regulatory obligation or under any deed, agreement, other instrument, obligation or duty by or to which you are bound so as to adversely affect your ability to perform your obligations under this Agreement; 2.1.5 all Consents and Accreditations (if any) required in connection with the execution, delivery, issue, validity or enforceability of this Agreement and the lawful and proper carrying out of the Project and/or to enable you to award qualifications to participants (where appropriate to the Project Activities) have been obtained and have not been withdrawn and all such Consents and Accreditations shall be maintained and complied with during the Project Period (and thereafter to the extent required by law); 2.1.6 no litigation, nor any administrative or arbitration proceedings before any court, tribunal, Government authority or arbitrator are taking place, pending or (to your knowledge, information and belief) are threatened against you, or against any of your assets, which might have a material adverse effect on your business, assets, condition or operations, or might affect adversely your ability to perform your obligations under this Agreement; 2.1.7 all information documents and accounts submitted by you or on your behalf to us for appraisal in relation to the Project and/or created for the purposes of this Agreement including (without limitation) information contained in the Agreed Proposal and De Minimis Aid Disclosure Form (if applicable) were, when given, and continue to be true, complete and accurate and not misleading. In addition, no change has occurred since the date on which such information was given which renders the same untrue, incomplete, inaccurate or misleading in any respect, and there has been no material adverse change in your business, assets, operations or prospects since such information was given; 2.1.8 none of your office holders, directors, officers, shareholders, managers or senior employees (and/or those of your agents, Sub-Grantees, contractors and/or sub-contractors) with responsibility for the delivery of the Project or for making decisions relating to the policy, strategy or delivery of the Project have been convicted of any criminal offence (other than those spent under the Rehabilitation of Offenders Act 1974); 2.1.9 you have disclosed to us all information which it might reasonably be thought might influence us in awarding the Grant to you or determining the amount of the Maximum Sum; (a) The Maximum Sum is granted to the Grantee to cover all costs associated with the delivery of the Project, and no additional costs should be requested by the Grantee from either Sub-Grantees or Participants and/or Beneficiary Organisations to contribute to the overall cost of delivering or administering the Project. (b) Any costs found to be requested by the Grantee from either Sub- Grantees, sub-contractors or Participants and/or Beneficiary Organisations for any reason will be considered to be a contribution to the overall Maximum Sum of the Project, and the GLA will reduce the Maximum Sum accordingly, in line with clause 22.8. 2.1.10 no person having any charge or other form of security over your assets has enforced or started to enforce or given notice of an intention to enforce such security; 2.1.11 you are not aware, after due enquiry, of anything which materially threatens the delivery and completion of the Project in accordance with this Agreement and the Timetable; 2.1.12 no Event of Default has occurred and is continuing; 2.1.13 you have sufficient resources, including competent and qualified personnel, financial resources, premises and other resources as necessary, to achieve the Outputs and Results in accordance with the Timetable; 2.1.14 you will not without our prior written consent make any changes to the Project, the Agreed Proposal or the Timetable. You will also not make any changes to your memorandum and articles of association, constitution or rules (as the case may be) that may affect your delivery of the Project without our prior written consent and you will notify us as soon as possible of any changes to the composition of your executive, board of directors, members, trustee or governors (as similar); 2.1.15 any information you provide to us or our representatives in the future relating to this Agreement or the Project, including (without limitation) information contained in any claim for payment or in the De Minimis Aid Disclosure Form (if applicable), will be true, complete and accurate and not misleading in any way; 2.1.16 you have fully considered and, where appropriate, have taken professional advice in relation to the VAT treatment of payments (i) to be made to you by us under this Agreement; and (ii) to be made by you to Sub-Grantees and sub- contractors in connection with the Project. 2.1.17 you will abide by and keep up to date with all European Social Fund (ESF) requirements as specified by the European Commission from time to time, the current version(s) of which are published on xxxxx://xxx.xxx.xx/guidance/england-2014-to-2020-european-structural-and- investment-funds 2.1.18 you will read and comply with all requirements detailed in the Delivery Handbook set out at Schedule 7 to this Agreement (as amended from time to time); and 2.1.19 you will at all times, including after the Project End Date: (a) act in good faith towards us and Participants and/or Beneficiary Organisations in the Project; and (b) ensure that you (your employees, agents or contractors) do not by act or omission bring us or the ESF into disrepute. 2.2 The representations and undertakings in clause 2.1 will be deemed to be repeated by you when each claim for an instalment of Xxxxx is submitted pursuant to clause 22 (Payments of Grant) as if made with reference to the facts and circumstances existing at the date of submission of such claim and you acknowledge that we have relied on and will rely on this information in agreeing to pay the Grant and each instalment of it. 2.3 If you discover that any information given by you or on your behalf to us or our representatives in connection with the Project including any information contained in the Agreed Proposal, any claim for payment or the De Minimis Aid Disclosure Form (if applicable) was, or has subsequently become, inaccurate, incorrect, incomplete or misleading, you must inform us of that fact immediately, in writing. 2.4 If at any time during the Project Period there is any change in relation to your circumstances such that would cause any of the representations and undertakings set out in clause 2.1 to be breached if they were to be repeated at that time, you must inform us of that fact, immediately in writing. 2.5 Where there are multiple Grantees to this Agreement the Grantees have nominated the Grantee’s Lead Partner, as set out in the Particulars to this Agreement, to be responsible for receiving and administrating the Grant and for the day to day management of the obligations of the Grantees under this Agreement including, without limitation, the co-ordinating of all the relevant documents and other obligations of the Grantees to the GLA under this Agreement provided always that all of the Grantees hereby acknowledge and agree that this appointment of the Xxxxxxx’s Lead Partner is for administration purposes only and does not in any way absolve any Grantees including the Lead Partner of their joint and several liability under this Agreement
Appears in 4 contracts
Samples: Grant Agreement, Grant Agreement, Higher Level Skills Grant Agreement
Representations and Undertakings. 2.1 You confirm, represent and undertake to us as fundamental conditions of this warrant on the date on which you enter into the Agreement and on each date on which the payment under the Agreement is maid, that:
2.1.1 you are validly existing 5.1 You shall, at all times, act in good faith for and towards the Company and exercise due care, skill and diligence when carrying out the services and any other activities contemplated by this Agreement;
5.2 You have the power to enter into this and perform the obligations under the Agreement and that have taken all the execution necessary actions to authorise the execution, delivery and performance of this Agreement by you has been validly authorisedit;
2.1.2 5.3 You shall not do anything or omit to do anything, matter or thing, that you know or reasonably ought to have known that is likely to result or may constitute a breach of any laws or regulations applicable to You in any jurisdiction (including all applicable rules and regulations relating to anti-bribery and anti-corruption) (the obligations imposed on you under this “Regulations”), or which would or may result in FXGLOBE INTERNATIONAL breaching any such Regulations, and by entering into the Agreement constitute valid legal and binding obligations enforceable against you in accordance with these termsit does not breach or violate any Regulations, exchange rules or other contractual agreements or obligations;
2.1.3 neither 5.4 You shall not take or omit to take any action which you know or reasonably ought to know that it is likely to prejudice or to bring into disrepute in any manner the execution of this Agreement by you nor the performance of Company or any of its obligations under it related entities or their businesses;
5.5 You have all regulatory approvals, permissions, licences and consents required by the Regulations for your performance of the Agreement and will:, on request, provide evidence of such authorisation and/or licencing;
(a) conflict with 5.6 You shall promptly notify us if there are any changes in your status or result in authorisation;
5.7 You shall promptly notify us if You receive any breach court proceedings, subpoenas or claims, for any type of claim; and You shall promptly notify us of any law investigations or enactment or any deed, agreement or other instrument, obligation or duty legal proceedings that have been initiated by or to against You and which you are bound; or
(b) exceed any limitation on any of your powers or on the right or ability of your directors or officers to exercise such powers;
2.1.4 you are not in default under any law or regulatory obligation or under any deed, agreement, other instrument, obligation or duty by or to which you are bound so as to adversely may affect your ability to perform your obligations its performance under this Agreement;
2.1.5 all Consents and Accreditations (if any) 5.8 where required in connection with the execution, delivery, issue, validity or enforceability of this Agreement by law and the lawful Company, you shall disclose your practices for receiving payment to each Referred Customer and proper carrying out of the Project and/or to enable you to award qualifications to participants (where appropriate each such Referred Customers shall consent in writing to the Project Activities) have been obtained and have not been withdrawn and all receipt of such Consents and Accreditations shall be maintained and complied with during the Project Period (and thereafter to the extent payment; And where required by law);
2.1.6 no litigationlaw and the Company, nor any administrative or arbitration proceedings before any court, tribunal, Government authority or arbitrator are taking place, pending or (to your knowledge, information and belief) are threatened against you, or against any you will provide each Referred Customer with a statement describing the amount of your assets, which might have a material adverse effect on your business, assets, condition or operations, or might affect adversely your ability to perform your obligations under this Agreement;
2.1.7 all information documents and accounts submitted by payment you or on your behalf to us for appraisal received in relation to the Project and/or created for relevant accounts of the purposes relevant referred customers, upon request of this Agreement including (without limitation) information contained in the Agreed Proposal such Referred Customer and De Minimis Aid Disclosure Form (if applicable) were, when given, and continue to be true, complete and accurate and not misleading. In addition, no change has occurred since the date on which such information was given which renders the same untrue, incomplete, inaccurate or misleading in any respect, and there has been no material adverse change in your business, assets, operations or prospects since such information was givenas required by law;
2.1.8 none 5.9 You shall comply with any request(s) from any regulatory authority which FXGLOBE INTERNATIONAL (or its Affiliates) are subject to, regardless of your office holders, directors, officers, shareholders, managers whether such request comes directly from the relevant regulatory authority or senior employees (and/or those of your agents, Sub-Grantees, contractors and/or sub-contractors) from the Company;
5.10 You shall comply with responsibility for all requests from the delivery Company in respect of the Project or for making decisions relating to the policy, strategy or delivery performance of the Project have been convicted of any criminal offence (other than those spent under the Rehabilitation of Offenders Act 1974)Agreement;
2.1.9 5.11 You shall disclose any information, which you are aware of, that may affect your relationship with us and may or does have disclosed to us all information which it might reasonably be thought might influence us in awarding the Grant to you or determining the amount of the Maximum Sumwith any Referred Customer;
(a) The Maximum Sum is granted to the Grantee to cover all costs associated 5.12 you shall not share any Commission with the delivery any Referred Customer or any other third party directly or indirectly, including entering into any kind of the Projectrake-back deal, and no additional costs should be requested by the Grantee from either Sub-Grantees arrangement for payment, or Participants and/or Beneficiary Organisations to contribute to the overall cost of delivering or administering the Project.
(b) Any costs found to be requested by the Grantee from either Sub- Grantees, sub-contractors or Participants and/or Beneficiary Organisations for any reason will other incentive which may be considered to be a contribution ‘fee sharing arrangement’, ‘commission’, or ‘soft dollar’ compensation between You and the Referred Customer;
5.13 you shall not hold, directly or indirectly, any money or assets of Referred Customers;
5.14 you shall not, during the term of this Agreement, refer customers to any other provider (competitor of the Company), and shall not market or otherwise promote any other such provider’s services or products;
5.15 you shall not engage in, or procure or encourage any third party and/or Customer to engage in, any activity or behaviour which is illegal, is in bad faith, is not in the spirit of the terms of the Agreement or otherwise takes unfair advantage of our services or our obligations under the Agreement, whether or not it causes harm or loss to the overall Maximum Sum of the Project, and the GLA will reduce the Maximum Sum accordingly, in line with clause 22.8.
2.1.10 no person having any charge or other form of security over your assets has enforced or started to enforce or given notice of an intention to enforce such securityCompany;
2.1.11 5.16 you are not aware, after due enquiry, of anything which materially threatens the delivery and completion of the Project in accordance with this Agreement and the Timetable;
2.1.12 no Event of Default has occurred and is continuing;
2.1.13 you have sufficient resources, including competent and qualified personnel, financial resources, premises and other resources as necessary, to achieve the Outputs and Results in accordance with the Timetable;
2.1.14 you will not without our prior written consent make any changes to the Project, the Agreed Proposal or the Timetable. You will also shall not make any changes statement that is defamatory, disparaging or derogatory of FXGLOBE INTERNATIONAL nor shall you do, omit to your memorandum and articles do, nor permit to be done any act that will or may weaken, damage or be detrimental to the Company or its related entities or the reputation or goodwill association with the Company, its businesses and/or its trademarks; This clause shall survive also the termination of associationthis Agreement.
5.17 you shall not issue any advertisement, constitution distribute any promotional material or rules (as offer any customer promotion, whether on the case may be) that may affect your delivery internet or otherwise, in respect of the Project Company, without the Company’s express written consent. Any advertisement that, directly or indirectly, promotes our prior written consent and you will notify us as soon as possible of any changes to the composition of your executive, board of directors, members, trustee or governors (as similar);
2.1.15 any information you provide to us or our representatives in the future relating to this Agreement or the Project, including (without limitation) information contained in any claim for payment or in the De Minimis Aid Disclosure Form (if applicable), will services shall be true, complete and accurate fair and not misleading in any wayand shall include the appropriate risk warnings and shall ensure a prior approval of the Company;
2.1.16 5.18 you have fully considered andshall not target any marketing activities at: (a) persons under the age of 18; or (b) citizens or residents of countries on FXGLOBE INTERNATIONAL’s “Not Acceptable Countires” lists, where appropriate, have taken professional advice in relation as provided by FXGLOBE INTERNATIONAL’s and/or as notified to the VAT treatment of payments (i) to be made to you by us under this Agreement; and (ii) to be made by you to Sub-Grantees and sub- contractors in connection with the Project.
2.1.17 you will abide by and keep up to date with all European Social Fund (ESF) requirements as specified by the European Commission You from time to time;
5.19 you shall only refer customers whose details it has obtained lawfully, legitimately and in good faith;
5.20 you shall not refer any customer if such referral would, or is likely to, result in You or the current version(s) of which are published on xxxxx://xxx.xxx.xx/guidance/england-2014-to-2020-european-structural-and- investmentCompany breaching any third party contractual or non-funds
2.1.18 you will read and comply with all requirements detailed in the Delivery Handbook set out at Schedule 7 to this Agreement (as amended from time to time)contractual arrangements including any non-solicitation, non-enticement or non-compete agreements or any confidentiality arrangements; and
2.1.19 5.21 you will at all timesshall only refer customers of good reputation and good standing, including after the Project End Date: (a) act in good faith towards us and Participants and/or Beneficiary Organisations in the Project; and (b) ensure that you (your employeeswhose assets are, agents or contractors) do not by act or omission bring us or the ESF into disrepute.
2.2 The representations and undertakings in clause 2.1 will be deemed to be repeated by you when each claim for an instalment of Xxxxx is submitted pursuant to clause 22 (Payments of Grant) as if made with reference to the facts and circumstances existing at the date best of submission your knowledge not of such claim and you acknowledge that we have relied on and will rely on this information in agreeing to pay the Grant and each instalment of itillegal origin.
2.3 If you discover that any information given by you or on your behalf to us or our representatives in connection with the Project including any information contained in the Agreed Proposal, any claim for payment or the De Minimis Aid Disclosure Form (if applicable) was, or has subsequently become, inaccurate, incorrect, incomplete or misleading, you must inform us of that fact immediately, in writing.
2.4 If at any time during the Project Period there is any change in relation to your circumstances such that would cause any of the representations and undertakings set out in clause 2.1 to be breached if they were to be repeated at that time, you must inform us of that fact, immediately in writing.
2.5 Where there are multiple Grantees to this Agreement the Grantees have nominated the Grantee’s Lead Partner, as set out in the Particulars to this Agreement, to be responsible for receiving and administrating the Grant and for the day to day management of the obligations of the Grantees under this Agreement including, without limitation, the co-ordinating of all the relevant documents and other obligations of the Grantees to the GLA under this Agreement provided always that all of the Grantees hereby acknowledge and agree that this appointment of the Xxxxxxx’s Lead Partner is for administration purposes only and does not in any way absolve any Grantees including the Lead Partner of their joint and several liability under this Agreement
Appears in 3 contracts
Samples: Referring Services Agreement, Referring Services Agreement, Referring Services Agreement
Representations and Undertakings. 2.1 You represent The Supplier warrants, represents and undertake undertakes to us as fundamental conditions of this Agreement the Customer that:
2.1.1 you are validly existing : it has full capacity and have the power authority and all necessary consents licences, permissions (statutory, regulatory, contractual or otherwise) to enter into this Agreement and that perform its obligations under the Contract; the Contract is executed by a duly authorised representative of the Supplier; in entering the Contract it has not committed any Fraud; it has not committed any offence under the Prevention of Corruption Acts 1889 to 1916, or the Bribery Act 2010; all information, statements and representations contained in the Supplier’s tender or other submission to the Customer for the award of the Contract Services are true, accurate and not misleading save as specifically disclosed in writing to the Customer prior to execution of this Agreement by you the Contract and it will advise the Customer of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading; 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 its assets which will or might affect its ability to perform its obligations under the Contract; it is not subject to any contractual obligation, compliance with which is likely to have an adverse effect on its ability to perform its obligations under the Contract; it has not done or omitted to do anything which could have an adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract; no proceedings or other steps have been validly authorised;
2.1.2 taken and not discharged or dismissed (nor, to the obligations imposed on you under this Agreement constitute valid legal best of its knowledge, are threatened) for the winding up of the Supplier 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 Supplier's assets or revenue; it has taken and binding obligations enforceable against you shall continue to take all steps, in accordance with these terms;
2.1.3 neither Good Industry Practice, to prevent the execution unauthorised use of, modification, access, introduction, creation or propagation of this Agreement any disruptive element, virus, worms and/or Trojans, spyware or other malware into the computing environment (including the hardware, software and/or telecommunications networks or equipment), data, software or Confidential Information (held in electronic form) owned by you nor or under the control of, or used by, the Customer; and it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of any of its obligations under it will:
(a) conflict with or result the Contract and shall maintain the same in any breach of any law or enactment or any deed, agreement or other instrument, obligation or duty by or to which you are bound; or
(b) exceed any limitation on any of your powers or on full force and effect for so long as is necessary for the right or ability of your directors or officers to exercise such powers;
2.1.4 you are not in default under any law or regulatory obligation or under any deed, agreement, other instrument, obligation or duty by or to which you are bound so as to adversely affect your ability to perform your obligations under this Agreement;
2.1.5 all Consents and Accreditations (if any) required in connection with the execution, delivery, issue, validity or enforceability of this Agreement and the lawful and proper carrying out provision of the Project and/or to enable you to award qualifications to participants (where appropriate Contract Services. The Supplier warrants, represents and undertakes to the Project Activities) have been obtained Customer that: it has read and have not been withdrawn fully understood the Letter of Appointment and all such Consents and Accreditations shall be maintained and complied with during the Project Period (and thereafter to the extent required by law);
2.1.6 no litigation, nor any administrative or arbitration proceedings before any court, tribunal, Government authority or arbitrator are taking place, pending or (to your knowledge, information and belief) are threatened against you, or against any of your assets, which might have a material adverse effect on your business, assets, condition or operations, or might affect adversely your ability to perform your obligations under this Agreement;
2.1.7 all information documents and accounts submitted by you or on your behalf to us for appraisal in relation to the Project and/or created for the purposes of this Agreement including (without limitation) information contained in the Agreed Proposal and De Minimis Aid Disclosure Form (if applicable) were, when given, and continue to be true, complete and accurate and not misleading. In addition, no change has occurred since the date on which such information was given which renders the same untrue, incomplete, inaccurate or misleading in any respect, and there has been no material adverse change in your business, assets, operations or prospects since such information was given;
2.1.8 none of your office holders, directors, officers, shareholders, managers or senior employees (and/or those of your agents, Subthese Call-Grantees, contractors and/or sub-contractors) with responsibility for the delivery of the Project or for making decisions relating to the policy, strategy or delivery of the Project have been convicted of any criminal offence (other than those spent under the Rehabilitation of Offenders Act 1974);
2.1.9 you have disclosed to us all information which it might reasonably be thought might influence us in awarding the Grant to you or determining the amount of the Maximum Sum;
(a) The Maximum Sum is granted to the Grantee to cover all costs associated with the delivery of the Project, and no additional costs should be requested by the Grantee from either Sub-Grantees or Participants and/or Beneficiary Organisations to contribute to the overall cost of delivering or administering the Project.
(b) Any costs found to be requested by the Grantee from either Sub- Grantees, sub-contractors or Participants and/or Beneficiary Organisations for any reason will be considered to be a contribution to the overall Maximum Sum of the Project, and the GLA will reduce the Maximum Sum accordingly, in line with clause 22.8.
2.1.10 no person having any charge or other form of security over your assets has enforced or started to enforce or given notice of an intention to enforce such security;
2.1.11 you are not aware, after due enquiry, of anything which materially threatens the delivery and completion of the Project in accordance with this Agreement and the Timetable;
2.1.12 no Event of Default has occurred Off Terms and is continuing;
2.1.13 you have sufficient resources, including competent and qualified personnel, financial resources, premises and other resources as necessary, to achieve capable of performing the Outputs and Results Contract Services in all respects in accordance with the Timetable;
2.1.14 you will not without our prior written consent make any changes to Contract; the ProjectSupplier and each of its Sub-Contractors has all staff, equipment and experience necessary for the Agreed Proposal or the Timetable. You will also not make any changes to your memorandum and articles of association, constitution or rules (as the case may be) that may affect your delivery proper performance of the Project without our prior written consent and you will notify us as soon as possible of any changes to the composition of your executive, board of directors, members, trustee or governors (as similar);
2.1.15 any information you provide to us or our representatives in the future relating to this Agreement or the Project, including (without limitation) information contained in any claim for payment or in the De Minimis Aid Disclosure Form (if applicable), will be true, complete and accurate and not misleading in any way;
2.1.16 you have fully considered and, where appropriate, have taken professional advice in relation to the VAT treatment of payments (i) to be made to you by us under this AgreementContract Services; and (ii) to be made by you to Sub-Grantees and sub- contractors in connection with the Project.
2.1.17 you will abide by and keep up to date with all European Social Fund (ESF) requirements as specified by the European Commission from time to time, the current version(s) of which are published on xxxxx://xxx.xxx.xx/guidance/england-2014-to-2020-european-structural-and- investment-funds
2.1.18 you will read and comply with all requirements detailed in the Delivery Handbook set out at Schedule 7 to this Agreement (as amended from time to time); and
2.1.19 you it will at all times: perform its obligations under the Contract with all reasonable care, including after skill and diligence and in accordance with Good Industry Practice; comply with all the Project End DateKPIs and meet or exceed the Service Levels; carry out the Contract Services within the timeframe agreed with the Customer; and without prejudice to its obligations under Clause 2.3 (Key Personnel), ensure to the satisfaction of the Customer that the Contract Services are provided and carried out by such appropriately qualified, skilled and experienced Suppliers and/or other Staff as shall be necessary for the proper performance of the Contract Services. The Supplier shall promptly notify the Customer in writing: (a) act in good faith towards us and Participants and/or Beneficiary Organisations of any material detrimental change in the Projectfinancial standing and/or credit rating of the Supplier; if the Supplier undergoes a Change of Control; and (b) ensure provided this does not contravene any Law, of any circumstances suggesting that you (your employeesa Change of Control is planned or in contemplation. For the avoidance of doubt, agents or contractors) do the fact that any provision within the Contract is expressed as a warranty shall not preclude any right of termination the Customer would have in respect of breach of that provision by act or omission bring us or the ESF into disrepute.
2.2 Supplier if that provision had not been so expressed. The Supplier acknowledges and agrees that: the warranties, representations and undertakings in clause 2.1 will be deemed to be repeated by you when each claim for an instalment of Xxxxx is submitted pursuant to clause 22 (Payments of Grant) as if made with reference to the facts and circumstances existing at the date of submission of such claim and you acknowledge that we have relied on and will rely on this information in agreeing to pay the Grant and each instalment of it.
2.3 If you discover that any information given by you or on your behalf to us or our representatives in connection with the Project including any information contained in the Agreed ProposalContract are material and are designed to induce the Customer into entering into the Contract; and the Customer has been induced into entering into the Contract and in doing so has relied upon the warranties, any claim for payment or the De Minimis Aid Disclosure Form (if applicable) was, or has subsequently become, inaccurate, incorrect, incomplete or misleading, you must inform us of that fact immediately, in writing.
2.4 If at any time during the Project Period there is any change in relation to your circumstances such that would cause any of the representations and undertakings set out in clause 2.1 to be breached if they were to be repeated at that time, you must inform us of that fact, immediately in writing.
2.5 Where there are multiple Grantees to this Agreement the Grantees have nominated the Grantee’s Lead Partner, as set out contained in the Particulars to this Agreement, to be responsible for receiving and administrating the Grant and for the day to day management of the obligations of the Grantees under this Agreement including, without limitation, the co-ordinating of all the relevant documents and other obligations of the Grantees to the GLA under this Agreement provided always that all of the Grantees hereby acknowledge and agree that this appointment of the Xxxxxxx’s Lead Partner is for administration purposes only and does not in any way absolve any Grantees including the Lead Partner of their joint and several liability under this AgreementContract. TERMINATION
Appears in 3 contracts
Samples: Contract for the Provision of Financial and Commercial Support, Contract Services, Research Support Agreement
Representations and Undertakings. 2.1 You represent and undertake to us as fundamental conditions of this Agreement that:
2.1.1 you are validly existing and have the power to enter into this Agreement and that the execution of this Agreement by you has been validly authorised;
2.1.2 the obligations imposed on you under this Agreement constitute valid legal and binding obligations enforceable against you in accordance with these terms;
2.1.3 neither the execution of this Agreement by you nor the performance of any of its obligations under it will:
(a) conflict with or result in any breach of any law or enactment or any deed, agreement or other instrument, obligation or duty by or to which you are bound; or
(b) exceed any limitation on any of your powers or on the right or ability of your directors or officers to exercise such powers;
2.1.4 you are not in default under any law or regulatory obligation or under any deed, agreement, other instrument, obligation or duty by or to which you are bound so as to adversely affect your ability to perform your obligations under this Agreement;
2.1.5 all Consents and Accreditations (if any) required in connection with the execution, delivery, issue, validity or enforceability of this Agreement and the lawful and proper carrying out of the Project and/or to enable you to award qualifications to participants (where appropriate to the Project Activities) have been obtained and have not been withdrawn and all such Consents and Accreditations shall be maintained and complied with during the Project Period (and thereafter to the extent required by law);
2.1.6 no litigation, nor any administrative or arbitration proceedings before any court, tribunal, Government authority or arbitrator are taking place, pending or (to your knowledge, information and belief) are threatened against you, or against any of your assets, which might have a material adverse effect on your business, assets, condition or operations, or might affect adversely your ability to perform your obligations under this Agreement;
2.1.7 all information documents and accounts submitted by you or on your behalf to us for appraisal in relation to the Project and/or created for the purposes of this Agreement including (without limitation) information contained in the Agreed Proposal and De Minimis Aid Disclosure Form (if applicable) were, when given, and continue to be true, complete and accurate and not misleading. In addition, addition no change has occurred since the date on which such information was given which renders the same untrue, incomplete, inaccurate or misleading in any respect, and there has been no material adverse change in your business, assets, operations or prospects since such information was given;
2.1.8 none of your office holders, directors, officers, shareholders, managers or senior employees (and/or those of your agents, Sub-Grantees, contractors and/or sub-contractors) with responsibility for the delivery of the Project or for making decisions relating to the policy, strategy or delivery of the Project have been convicted of any criminal offence (other than those spent under the Rehabilitation of Offenders Act 1974);
2.1.9 you have disclosed to us all information which it might reasonably be thought might influence us in awarding the Grant to you or determining the amount of the Maximum Sum;
(a) The Maximum Sum is granted to the Grantee to cover all costs associated with the delivery of the Project, and no additional costs should be requested by the Grantee from either Sub-Grantees or Participants and/or Beneficiary Organisations to contribute to the overall cost of delivering or administering the Project.
(b) Any costs found to be requested by the Grantee from either Sub- Grantees, sub-contractors Grantees or Participants and/or Beneficiary Organisations for any reason will be considered to be a contribution to the overall Maximum Sum of the Project, and the GLA will reduce the Maximum Sum accordingly, in line with clause 22.8.
2.1.10 no person having any charge or other form of security over your assets has enforced or started to enforce or given notice of an intention to enforce such security;
2.1.11 you are not aware, after due enquiry, of anything which materially threatens the delivery and completion of the Project in accordance with this Agreement and the Timetable;
2.1.12 no Event of Default has occurred and is continuing;
2.1.13 you have sufficient resources, including competent and qualified personnel, financial resources, premises and other resources as necessary, to achieve the Outputs and Results in accordance with the Timetable;
2.1.14 you will not without our prior written consent make any changes to the Project, the Agreed Proposal or the Timetable. You will also not make any changes to your memorandum and articles of association, constitution or rules (as the case may be) that may affect your delivery of the Project without our prior written consent and you will notify us as soon as possible of any changes to the composition of your executive, board of directors, members, trustee or governors (as similar);
2.1.15 any information you provide to us or our representatives in the future relating to this Agreement or the Project, including (without limitation) information contained in any claim for payment or in the De Minimis Aid Disclosure Form (if applicable), will be true, complete and accurate and not misleading in any way;
2.1.16 you have fully considered and, where appropriate, have taken professional advice in relation to the VAT treatment of payments (i) to be made to you by us under this Agreement; and (ii) to be made by you to Sub-Grantees and sub- contractors subcontractors in connection with the Project.
2.1.17 you will abide by and keep up to date with all European Social Fund (ESF) requirements as specified by the European Commission from time to time, the current version(s) of which are published on xxxxx://xxx.xxx.xx/guidance/england-2014-to-2020-european-structural-and- investment-fundsxxxx://xxx.xxx.xxx.xx/esf/resources/guidance/;
2.1.18 you will read and comply with all requirements detailed in the Delivery Handbook set out at Schedule 7 to this Agreement (as amended from time to time); and
2.1.19 you will at all times, including after the Project End Date: (a) act in good faith towards us and Participants and/or Beneficiary Organisations participants in the Project; and (b) ensure that you (your employees, agents or contractors) do not by act or omission bring us or the ESF into disrepute.
2.2 The representations and undertakings in clause 2.1 will be deemed to be repeated by you when each claim for an instalment of Xxxxx Grant is submitted pursuant to clause 22 (Payments of Grant) as if made with reference to the facts and circumstances existing at the date of submission of such claim and you acknowledge that we have relied on and will rely on this information in agreeing to pay the Grant and each instalment of it.
2.3 If you discover that any information given by you or on your behalf to us or our representatives in connection with the Project including any information contained in the Agreed Proposal, any claim for payment or the De Minimis Aid Disclosure Form (if applicable) was, or has subsequently become, inaccurate, incorrect, incomplete or misleading, you must inform us of that fact immediately, in writing.
2.4 If at any time during the Project Period there is any change in relation to your circumstances such that would cause any of the representations and undertakings set out in clause 2.1 to be breached if they were to be repeated at that time, you must inform us of that fact, immediately in writing.
2.5 Where there are multiple Grantees to this Agreement the Grantees have nominated the Grantee’s Lead Partner, as set out in the Particulars to this Agreement, to be responsible for receiving and administrating the Grant and for the day to day management of the obligations of the Grantees under this Agreement including, without limitation, the co-ordinating of all the relevant documents and other obligations of the Grantees to the GLA under this Agreement provided always that all of the Grantees hereby acknowledge and agree that this appointment of the XxxxxxxGrantee’s Lead Partner is for administration purposes only and does not in any way absolve any Grantees including the Lead Partner of their joint and several liability under this Agreement
Appears in 2 contracts
Samples: Grant Agreement, Grant Agreement
Representations and Undertakings. 2.1 You represent and undertake to us as fundamental conditions of this Agreement that:
2.1.1 you are validly existing and have the power to enter into this Agreement and that the execution of this Agreement by you has been validly authorised;
2.1.2 the obligations imposed on you under this Agreement constitute valid legal and binding obligations enforceable against you in accordance with these terms;
2.1.3 neither the execution of this Agreement by you nor the performance of any of its obligations under it will:
(a) conflict with or result in any breach of any law or enactment or any deed, agreement or other instrument, obligation or duty by or to which you are bound; or
(b) exceed any limitation on any of your powers or on the right or ability of your directors or officers to exercise such powers;
2.1.4 you are not in default under any law or regulatory obligation or under any deed, agreement, other instrument, obligation or duty by or to which you are bound so as to adversely affect your ability to perform your obligations under this Agreement;
2.1.5 all Consents and Accreditations (if any) required in connection with the execution, delivery, issue, validity or enforceability of this Agreement and the lawful and proper carrying out of the Project and/or to enable you to award qualifications to participants (where appropriate to the Project Activities) have been obtained and have not been withdrawn and all such Consents and Accreditations shall be maintained and complied with during the Project Period (and thereafter to the extent required by law);
2.1.6 no litigation, nor any administrative or arbitration proceedings before any court, tribunal, Government authority or arbitrator are taking place, pending or (to your knowledge, information and belief) are threatened against you, or against any of your assets, which might have a material adverse effect on your business, assets, condition or operations, or might affect adversely your ability to perform your obligations under this Agreement;
2.1.7 all information documents and accounts submitted by you or on your behalf to us for appraisal in relation to the Project and/or created for the purposes of this Agreement including (without limitation) information contained in the Agreed Proposal and De Minimis Aid Disclosure Form (if applicable) were, when given, and continue to be true, complete and accurate and not misleading. In addition, addition no change has occurred since the date on which such information was given which renders the same untrue, incomplete, inaccurate or misleading in any respect, and there has been no material adverse change in your business, assets, operations or prospects since such information was given;
2.1.8 none of your office holders, directors, officers, shareholders, managers or senior employees (and/or those of your agents, Sub-Grantees, contractors and/or sub-contractors) with responsibility for the delivery of the Project or for making decisions relating to the policy, strategy or delivery of the Project have been convicted of any criminal offence (other than those spent under the Rehabilitation of Offenders Act 1974);
2.1.9 you have disclosed to us all information which it might reasonably be thought might influence us in awarding the Grant to you or determining the amount of the Maximum Sum;
(a) The Maximum Sum is granted to the Grantee to cover all costs associated with the delivery of the Project, and no additional costs should be requested by the Grantee from either Sub-Grantees or Participants and/or Beneficiary Organisations to contribute to the overall cost of delivering or administering the Project.
(b) Any costs found to be requested by the Grantee from either Sub- Grantees, sub-contractors Grantees or Participants and/or Beneficiary Organisations for any reason will be considered to be a contribution to the overall Maximum Sum of the Project, and the GLA will reduce the Maximum Sum accordingly, in line with clause 22.8.
2.1.10 no person having any charge or other form of security over your assets has enforced or started to enforce or given notice of an intention to enforce such security;
2.1.11 you are not aware, after due enquiry, of anything which materially threatens the delivery and completion of the Project in accordance with this Agreement and the Timetable;
2.1.12 no Event of Default has occurred and is continuing;
2.1.13 you have sufficient resources, including competent and qualified personnel, financial resources, premises and other resources as necessary, to achieve the Outputs and Results in accordance with the Timetable;
2.1.14 you will not without our prior written consent make any changes to the Project, the Agreed Proposal or the Timetable. You will also not make any changes to your memorandum and articles of association, constitution or rules (as the case may be) that may affect your delivery of the Project without our prior written consent and you will notify us as soon as possible of any changes to the composition of your executive, board of directors, members, trustee or governors (as similar);
2.1.15 any information you provide to us or our representatives in the future relating to this Agreement or the Project, including (without limitation) information contained in any claim for payment or in the De Minimis Aid Disclosure Form (if applicable), will be true, complete and accurate and not misleading in any way;
2.1.16 you have fully considered and, where appropriate, have taken professional advice in relation to the VAT treatment of payments (i) to be made to you by us under this Agreement; and (ii) to be made by you to Sub-Grantees and sub- contractors subcontractors in connection with the Project.
2.1.17 you will abide by and keep up to date with all European Social Fund (ESF) requirements as specified by the European Commission from time to time, the current version(s) of which are published on xxxxx://xxx.xxx.xx/guidance/england-2014-to-2020-european-structural-and- investment-fundsxxxx://xxx.xxx.xxx.xx/esf/resources/guidance/;
2.1.18 you will read and comply with all requirements detailed in the Delivery Partner ESF Handbook set out at Schedule 7 Annexure I to this Agreement (as amended from time to time); and
2.1.19 you will at all times, including after the Project End Date: (a) act in good faith towards us and Participants and/or Beneficiary Organisations participants in the Project; and (b) ensure that you (your employees, agents or contractors) do not by act or omission bring us or the ESF into disrepute.
2.2 The representations and undertakings in clause 2.1 will be deemed to be repeated by you when each claim for an instalment of Xxxxx Grant is submitted pursuant to clause 22 (Payments of Grant) as if made with reference to the facts and circumstances existing at the date of submission of such claim and you acknowledge that we have relied on and will rely on this information in agreeing to pay the Grant and each instalment of it.
2.3 If you discover that any information given by you or on your behalf to us or our representatives in connection with the Project including any information contained in the Agreed Proposal, any claim for payment or the De Minimis Aid Disclosure Form (if applicable) was, or has subsequently become, inaccurate, incorrect, incomplete or misleading, you must inform us of that fact immediately, in writing.
2.4 If at any time during the Project Period there is any change in relation to your circumstances such that would cause any of the representations and undertakings set out in clause 2.1 to be breached if they were to be repeated at that time, you must inform us of that fact, immediately in writing.
2.5 Where there are multiple Grantees to this Agreement the Grantees have nominated the Grantee’s Lead Partner, as set out in the Particulars to this Agreement, to be responsible for receiving and administrating the Grant and for the day to day management of the obligations of the Grantees under this Agreement including, without limitation, the co-ordinating of all the relevant documents and other obligations of the Grantees to the GLA under this Agreement provided always that all of the Grantees hereby acknowledge and agree agreed that this appointment of the XxxxxxxGrantee’s Lead Partner is for administration purposes only and does not in any way absolve any Grantees including the Lead Partner of their joint and several liability under this Agreement
Appears in 2 contracts
Samples: Grant Agreement, Grant Agreement
Representations and Undertakings. 2.1 You represent and undertake to us as fundamental conditions of this Agreement that:
2.1.1 you are validly existing and have the power to enter into this Agreement and that the execution of this Agreement by you has been validly authorised;
2.1.2 the obligations imposed on you under this Agreement constitute valid legal and binding obligations enforceable against you in accordance with these terms;
2.1.3 neither the execution of this Agreement by you nor the performance of any of its obligations under it will:
(a) conflict with or result in any breach of any law or enactment or any deed, agreement or other instrument, obligation or duty by or to which you are bound; or
(b) exceed any limitation on any of your powers or on the right or ability of your directors or officers to exercise such powers;
2.1.4 you are not in default under any law or regulatory obligation or under any deed, agreement, other instrument, obligation or duty by or to which you are bound so as to adversely affect your ability to perform your obligations under this Agreement;
2.1.5 all Consents and Accreditations (if any) required in connection with the execution, delivery, issue, validity or enforceability of this Agreement and the lawful and proper carrying out of the Project and/or to enable you to award qualifications to participants (where appropriate to the Project Activities) have been obtained and have not been withdrawn and all such Consents and Accreditations shall be maintained and complied with during the Project Period (and thereafter to the extent required by law);
2.1.6 no litigation, nor any administrative or arbitration proceedings before any court, tribunal, Government authority or arbitrator are taking place, pending or (to your knowledge, information and belief) are threatened against you, or against any of your assets, which might have a material adverse effect on your business, assets, condition or operations, or might affect adversely your ability to perform your obligations under this Agreement;
2.1.7 all information documents and accounts submitted by you or on your behalf to us for appraisal in relation to the Project and/or created for the purposes of this Agreement including (without limitation) information contained in the Agreed Proposal and De Minimis Aid Disclosure Form (if applicable) were, when given, and continue to be true, complete and accurate and not misleading. In addition, no change has occurred since the date on which such information was given which renders the same untrue, incomplete, inaccurate or misleading in any respect, and there has been no material adverse change in your business, assets, operations or prospects since such information was given;
2.1.8 none of your office holders, directors, officers, shareholders, managers or senior employees (and/or those of your agents, Sub-Grantees, contractors and/or sub-contractors) with responsibility for the delivery of the Project or for making decisions relating to the policy, strategy or delivery of the Project have been convicted of any criminal offence (other than those spent under the Rehabilitation of Offenders Act 1974);
2.1.9 you have disclosed to us all information which it might reasonably be thought might influence us in awarding the Grant to you or determining the amount of the Maximum Sum;
(a) The Maximum Sum is granted to the Grantee to cover all costs associated with the delivery of the Project, and no additional costs should be requested by the Grantee from either Sub-Grantees or Participants and/or Beneficiary Organisations to contribute to the overall cost of delivering or administering the Project.
(b) Any costs found to be requested by the Grantee from either Sub- Grantees, sub-contractors or Participants and/or Beneficiary Organisations for any reason will be considered to be a contribution to the overall Maximum Sum of the Project, and the GLA will reduce the Maximum Sum accordingly, in line with clause 22.8.
2.1.10 no person having any charge or other form of security over your assets has enforced or started to enforce or given notice of an intention to enforce such security;
2.1.11 you are not aware, after due enquiry, of anything which materially threatens the delivery and completion of the Project in accordance with this Agreement and the Timetable;
2.1.12 no Event of Default has occurred and is continuing;
2.1.13 you have sufficient resources, including competent and qualified personnel, financial resources, premises and other resources as necessary, to achieve the Outputs and Results in accordance with the Timetable;
2.1.14 you will not without our prior written consent make any changes to the Project, the Agreed Proposal or the Timetable. You will also not make any changes to your memorandum and articles of association, constitution or rules (as the case may be) that may affect your delivery of the Project without our prior written consent and you will notify us as soon as possible of any changes to the composition of your executive, board of directors, members, trustee or governors (as similar);
2.1.15 any information you provide to us or our representatives in the future relating to this Agreement or the Project, including (without limitation) information contained in any claim for payment or in the De Minimis Aid Disclosure Form (if applicable), will be true, complete and accurate and not misleading in any way;
2.1.16 you have fully considered and, where appropriate, have taken professional advice in relation to the VAT treatment of payments (i) to be made to you by us under this Agreement; and (ii) to be made by you to Sub-Grantees and sub- contractors in connection with the Project.
2.1.17 you will abide by and keep up to date with all European Social Fund (ESF) requirements as specified by the European Commission from time to time, the current version(s) of which are published on xxxxx://xxx.xxx.xx/guidance/england-2014-to-2020-european-structural-and- investment-funds
2.1.18 you will read and comply with all requirements detailed in the Delivery Handbook set out at Schedule 7 to this Agreement (as amended from time to time); and
2.1.19 you will at all times, including after the Project End Date: (a) act in good faith towards us and Participants and/or Beneficiary Organisations in the Project; and (b) ensure that you (your employees, agents or contractors) do not by act or omission bring us or the ESF into disrepute.
2.2 The representations and undertakings in clause 2.1 will be deemed to be repeated by you when each claim for an instalment of Xxxxx is submitted pursuant to clause 22 (Payments of Grant) as if made with reference to the facts and circumstances existing at the date of submission of such claim and you acknowledge that we have relied on and will rely on this information in agreeing to pay the Grant and each instalment of it.
2.3 If you discover that any information given by you or on your behalf to us or our representatives in connection with the Project including any information contained in the Agreed Proposal, any claim for payment or the De Minimis Aid Disclosure Form (if applicable) was, or has subsequently become, inaccurate, incorrect, incomplete or misleading, you must inform us of that fact immediately, in writing.
2.4 If at any time during the Project Period there is any change in relation to your circumstances such that would cause any of the representations and undertakings set out in clause 2.1 to be breached if they were to be repeated at that time, you must inform us of that fact, immediately in writing.
2.5 Where there are multiple Grantees to this Agreement the Grantees have nominated the Grantee’s Lead Partner, as set out in the Particulars to this Agreement, to be responsible for receiving and administrating the Grant and for the day to day management of the obligations of the Grantees under this Agreement including, without limitation, the co-ordinating of all the relevant documents and other obligations of the Grantees to the GLA under this Agreement provided always that all of the Grantees hereby acknowledge and agree that this appointment of the XxxxxxxGrantee’s Lead Partner is for administration purposes only and does not in any way absolve any Grantees including the Lead Partner of their joint and several liability under this Agreement
Appears in 2 contracts
Samples: Grant Agreement, Grant Agreement
Representations and Undertakings. 2.1 You represent and undertake to us as fundamental conditions of this Agreement that:
2.1.1 you are validly existing and have the power to enter into this Agreement and that the execution of this Agreement by you has been validly authorised;
2.1.2 the obligations imposed on you under this Agreement constitute valid legal and binding obligations enforceable against you in accordance with these terms;
2.1.3 neither the execution of this Agreement by you nor the performance of any of its obligations under it will:
(a) conflict with or result in any breach of any law or enactment or any deed, agreement or other instrument, obligation or duty by or to which you are bound; or
(b) exceed any limitation on any of your powers or on the right or ability of your directors or officers to exercise such powers;
2.1.4 you are not in default under any law or regulatory obligation or under any deed, agreement, other instrument, obligation or duty by or to which you are bound so as to adversely affect your ability to perform your obligations under this Agreement;
2.1.5 all Consents and Accreditations (if any) required in connection with the execution, delivery, issue, validity or enforceability of this Agreement and the lawful and proper carrying out of the Project and/or to enable you to award qualifications to participants (where appropriate to the Project Activities) have been obtained and have not been withdrawn and all such Consents and Accreditations shall be maintained and complied with during the Project Period (and thereafter to the extent required by law);
2.1.6 no litigation, nor any administrative or arbitration proceedings before any court, tribunal, Government authority or arbitrator are taking place, pending or (to your knowledge, information and belief) are threatened against you, or against any of your assets, which might have a material adverse effect on your business, assets, condition or operations, or might affect adversely your ability to perform your obligations under this Agreement;
2.1.7 all information documents and accounts submitted by you or on your behalf to us for appraisal in relation to the Project and/or created for the purposes of this Agreement including (without limitation) information contained in the Agreed Proposal and De Minimis Aid Disclosure Form (if applicable) were, when given, and continue to be true, complete and accurate and not misleading. In addition, no change has occurred since the date on which such information was given which renders the same untrue, incomplete, inaccurate or misleading in any respect, and there has been no material adverse change in your business, assets, operations or prospects since such information was given;
2.1.8 none of your office holders, directors, officers, shareholders, managers or senior employees (and/or those of your agents, Sub-Grantees, contractors and/or sub-contractors) with responsibility for the delivery of the Project or for making decisions relating to the policy, strategy or delivery of the Project have been convicted of any criminal offence (other than those spent under the Rehabilitation of Offenders Act 1974);
2.1.9 you have disclosed to us all information which it might reasonably be thought might influence us in awarding the Grant to you or determining the amount of the Maximum Sum;
(a) The Maximum Sum is granted to the Grantee to cover all costs associated with the delivery of the Project, and no additional costs should be requested by the Grantee from either Sub-Grantees or Participants and/or Beneficiary Organisations to contribute to the overall cost of delivering or administering the Project.
(b) Any costs found to be requested by the Grantee from either Sub- Grantees, sub-contractors Grantees or Participants and/or Beneficiary Organisations for any reason will be considered to be a contribution to the overall Maximum Sum of the Project, and the GLA will reduce the Maximum Sum accordingly, in line with clause 22.8.
2.1.10 no person having any charge or other form of security over your assets has enforced or started to enforce or given notice of an intention to enforce such security;
2.1.11 you are not aware, after due enquiry, of anything which materially threatens the delivery and completion of the Project in accordance with this Agreement and the Timetable;
2.1.12 no Event of Default has occurred and is continuing;
2.1.13 you have sufficient resources, including competent and qualified personnel, financial resources, premises and other resources as necessary, to achieve the Outputs and Results in accordance with the Timetable;
2.1.14 you will not without our prior written consent make any changes to the Project, the Agreed Proposal or the Timetable. You will also not make any changes to your memorandum and articles of association, constitution or rules (as the case may be) that may affect your delivery of the Project without our prior written consent and you will notify us as soon as possible of any changes to the composition of your executive, board of directors, members, trustee or governors (as similar);
2.1.15 any information you provide to us or our representatives in the future relating to this Agreement or the Project, including (without limitation) information contained in any claim for payment or in the De Minimis Aid Disclosure Form (if applicable), will be true, complete and accurate and not misleading in any way;
2.1.16 you have fully considered and, where appropriate, have taken professional advice in relation to the VAT treatment of payments (i) to be made to you by us under this Agreement; and (ii) to be made by you to Sub-Grantees and sub- contractors subcontractors in connection with the Project.
2.1.17 you will abide by and keep up to date with all European Social Fund (ESF) requirements as specified by the European Commission from time to time, the current version(s) of which are published on xxxxx://xxx.xxx.xx/guidance/england-2014-to-2020-european-structural-and- investment-fundsxxxx://xxx.xxx.xxx.xx/esf/resources/guidance/;
2.1.18 you will read and comply with all requirements detailed in the Delivery Handbook set out at Schedule 7 to this Agreement (as amended from time to time); and
2.1.19 you will at all times, including after the Project End Date: (a) act in good faith towards us and Participants and/or Beneficiary Organisations in the Project; and (b) ensure that you (your employees, agents or contractors) do not by act or omission bring us or the ESF into disrepute.
2.2 The representations and undertakings in clause 2.1 will be deemed to be repeated by you when each claim for an instalment of Xxxxx Grant is submitted pursuant to clause 22 (Payments of Grant) as if made with reference to the facts and circumstances existing at the date of submission of such claim and you acknowledge that we have relied on and will rely on this information in agreeing to pay the Grant and each instalment of it.
2.3 If you discover that any information given by you or on your behalf to us or our representatives in connection with the Project including any information contained in the Agreed Proposal, any claim for payment or the De Minimis Aid Disclosure Form (if applicable) was, or has subsequently become, inaccurate, incorrect, incomplete or misleading, you must inform us of that fact immediately, in writing.
2.4 If at any time during the Project Period there is any change in relation to your circumstances such that would cause any of the representations and undertakings set out in clause 2.1 to be breached if they were to be repeated at that time, you must inform us of that fact, immediately in writing.
2.5 Where there are multiple Grantees to this Agreement the Grantees have nominated the Grantee’s Lead Partner, as set out in the Particulars to this Agreement, to be responsible for receiving and administrating the Grant and for the day to day management of the obligations of the Grantees under this Agreement including, without limitation, the co-ordinating of all the relevant documents and other obligations of the Grantees to the GLA under this Agreement provided always that all of the Grantees hereby acknowledge and agree that this appointment of the XxxxxxxGrantee’s Lead Partner is for administration purposes only and does not in any way absolve any Grantees including the Lead Partner of their joint and several liability under this Agreement
Appears in 1 contract
Samples: Grant Agreement
Representations and Undertakings. 2.1 You represent and undertake to us as fundamental conditions of this Agreement that:
2.1.1 you are validly existing and have the power to enter into this Agreement and that the execution of this Agreement by you has been validly authorised;
2.1.2 the obligations imposed on you under this Agreement constitute valid legal and binding obligations enforceable against you in accordance with these terms;
2.1.3 neither the execution of this Agreement by you nor the performance of any of its obligations under it will:
(a) conflict with or result in any breach of any law or enactment or any deed, agreement or other instrument, obligation or duty by or to which you are bound; or
(b) exceed any limitation on any of your powers or on the right or ability of your directors or officers to exercise such powers;
2.1.4 you are not in default under any law or regulatory obligation or under any deed, agreement, other instrument, obligation or duty by or to which you are bound so as to adversely affect your ability to perform your obligations under this Agreement;
2.1.5 all Consents and Accreditations (if any) required in connection with the execution, delivery, issue, validity or enforceability of this Agreement and the lawful and proper carrying out of the Project and/or to enable you to award qualifications to participants (where appropriate to the Project Activities) have been obtained and have not been withdrawn and all such Consents and Accreditations shall be maintained and complied with during the Project Period (and thereafter to the extent required by law);
2.1.6 no litigation, nor any administrative or arbitration proceedings before any court, tribunal, Government authority or arbitrator are taking place, pending or (to your knowledge, information and belief) are threatened against you, or against any of your assets, which might have a material adverse effect on your business, assets, condition or operations, or might affect adversely your ability to perform your obligations under this Agreement;
2.1.7 all information documents and accounts submitted by you or on your behalf to us for appraisal in relation to the Project and/or created for the purposes of this Agreement including (without limitation) information contained in the Agreed Proposal and De Minimis Aid Disclosure Form (if applicable) were, when given, and continue to be true, complete and accurate and not misleading. In addition, addition no change has occurred since the date on which such information was given which renders the same untrue, incomplete, inaccurate or misleading in any respect, and there has been no material adverse change in your business, assets, operations or prospects since such information was given;
2.1.8 none of your office holders, directors, officers, shareholders, managers or senior employees (and/or those of your agents, Sub-Grantees, contractors and/or sub-contractors) with responsibility for the delivery of the Project or for making decisions relating to the policy, strategy or delivery of the Project have been convicted of any criminal offence (other than those spent under the Rehabilitation of Offenders Act 1974);
2.1.9 you have disclosed to us all information which it might reasonably be thought might influence us in awarding the Grant to you or determining the amount of the Maximum Sum;
(a) The Maximum Sum is granted to the Grantee to cover all costs associated with the delivery of the Project, and no additional costs should be requested by the Grantee from either Sub-Grantees or Participants and/or Beneficiary Organisations to contribute to the overall cost of delivering or administering the Project.
(b) Any costs found to be requested by the Grantee from either Sub- Grantees, sub-contractors Grantees or Participants and/or Beneficiary Organisations for any reason will be considered to be a contribution to the overall Maximum Sum of the Project, and the GLA will reduce the Maximum Sum accordingly, in line with clause 22.8.
2.1.10 no person having any charge or other form of security over your assets has enforced or started to enforce or given notice of an intention to enforce such security;
2.1.11 you are not aware, after due enquiry, of anything which materially threatens the delivery and completion of the Project in accordance with this Agreement and the Timetable;
2.1.12 no Event of Default has occurred and is continuing;
2.1.13 you have sufficient resources, including competent and qualified personnel, financial resources, premises and other resources as necessary, to achieve the Outputs and Results in accordance with the Timetable;
2.1.14 you will not without our prior written consent make any changes to the Project, the Agreed Proposal or the Timetable. You will also not make any changes to your memorandum and articles of association, constitution or rules (as the case may be) that may affect your delivery of the Project without our prior written consent and you will notify us as soon as possible of any changes to the composition of your executive, board of directors, members, trustee or governors (as similar);
2.1.15 any information you provide to us or our representatives in the future relating to this Agreement or the Project, including (without limitation) information contained in any claim for payment or in the De Minimis Aid Disclosure Form (if applicable), will be true, complete and accurate and not misleading in any way;
2.1.16 you have fully considered and, where appropriate, have taken professional advice in relation to the VAT treatment of payments (i) to be made to you by us under this Agreement; and (ii) to be made by you to Sub-Grantees and sub- contractors subcontractors in connection with the Project.
2.1.17 you will abide by and keep up to date with all European Social Fund (ESF) requirements as specified by the European Commission from time to time, the current version(s) of which are published on xxxxx://xxx.xxx.xx/guidance/england-2014-to-2020-european-structural-and- investment-fundsxxxx://xxx.xxx.xxx.xx/esf/resources/guidance/;
2.1.18 you will read and comply with all requirements detailed in the Delivery Partner ESF Handbook set out at Schedule 7 Annexure I to this Agreement (as amended from time to time); and
2.1.19 you will at all times, including after the Project End Date: (a) act in good faith towards us and Participants and/or Beneficiary Organisations participants in the Project; and (b) ensure that you (your employees, agents or contractors) do not by act or omission bring us or the ESF into disrepute.
2.2 The representations and undertakings in clause 2.1 will be deemed to be repeated by you when each claim for an instalment of Xxxxx is submitted pursuant to clause 22 (Payments of Grant) as if made with reference to the facts and circumstances existing at the date of submission of such claim and you acknowledge that we have relied on and will rely on this information in agreeing to pay the Grant and each instalment of it.
2.3 If you discover that any information given by you or on your behalf to us or our representatives in connection with the Project including any information contained in the Agreed Proposal, any claim for payment or the De Minimis Aid Disclosure Form (if applicable) was, or has subsequently become, inaccurate, incorrect, incomplete or misleading, you must inform us of that fact immediately, in writing.
2.4 If at any time during the Project Period there is any change in relation to your circumstances such that would cause any of the representations and undertakings set out in clause 2.1 to be breached if they were to be repeated at that time, you must inform us of that fact, immediately in writing.
2.5 Where there are multiple Grantees to this Agreement the Grantees have nominated the Grantee’s Lead Partner, as set out in the Particulars to this Agreement, to be responsible for receiving and administrating the Grant and for the day to day management of the obligations of the Grantees under this Agreement including, without limitation, the co-ordinating of all the relevant documents and other obligations of the Grantees to the GLA under this Agreement provided always that all of the Grantees hereby acknowledge and agree agreed that this appointment of the Xxxxxxx’s Lead Partner is for administration purposes only and does not in any way absolve any Grantees including the Lead Partner of their joint and several liability under this Agreement
Appears in 1 contract
Samples: Grant Agreement
Representations and Undertakings. 2.1 You represent and undertake to us as fundamental conditions of this Agreement that:
2.1.1 you are validly existing and have the power to enter into this Agreement and that the execution of this Agreement by you has been validly authorised;
2.1.2 the obligations imposed on you under this Agreement constitute valid legal and binding obligations enforceable against you in accordance with these terms;
2.1.3 neither the execution of this Agreement by you nor the performance of any of its obligations under it will:
(a) conflict with or result in any breach of any law or enactment or any deed, agreement or other instrument, obligation or duty by or to which you are bound; or
(b) exceed any limitation on any of your powers or on the right or ability of your directors or officers to exercise such powers;
2.1.4 you are not in default under any law or regulatory obligation or under any deed, agreement, other instrument, obligation or duty by or to which you are bound so as to adversely affect your ability to perform your obligations under this Agreement;
2.1.5 all Consents and Accreditations (if any) required in connection with the execution, delivery, issue, validity or enforceability of this Agreement and the lawful and proper carrying out of the Project and/or to enable you to award qualifications to participants beneficiaries (where appropriate to the Project Activities) have been obtained and have not been withdrawn and all such Consents and Accreditations shall be maintained and complied with during the Project Period (and thereafter to the extent required by law);
2.1.6 no litigation, nor any administrative or arbitration proceedings before any court, tribunal, Government authority or arbitrator are taking place, pending or (to your knowledge, information and belief) are threatened against you, or against any of your assets, which might have a material adverse effect on your business, assets, condition or operations, or might affect adversely your ability to perform your obligations under this Agreement;
2.1.7 all information documents and accounts submitted by you or on your behalf to us for appraisal in relation to the Project and/or created or for the purposes of this Agreement including (without limitation) information contained in the Agreed Proposal Project Application Form and De Minimis Aid Disclosure Form (if applicable) were, when given, and continue to be true, complete and accurate and not misleading. In addition, addition no change has occurred since the date on which such information was given which renders the same untrue, incomplete, inaccurate or misleading in any respect, and there has been no material adverse change in your business, assets, operations or prospects since such information was given;
2.1.8 none of your office holders, directors, officers, shareholders, managers or senior employees (and/or those of your agents, Sub-Grantees, contractors and/or sub-contractors) with responsibility for the delivery of the Project or for making decisions relating to the policy, strategy or delivery of the Project under this Agreement have been charged with or convicted of any criminal offence (other than those spent under road traffic offences not involving the Rehabilitation imposition of Offenders Act 1974a custodial sentence);
2.1.9 you have disclosed to us all information which it might reasonably be thought might influence us in awarding the Grant to you or determining the amount of the Maximum Sum;
(a) The Maximum Sum is granted to the Grantee to cover all costs associated with the delivery of the Project, and no additional costs should be requested by the Grantee from either Sub-Grantees or Participants and/or Beneficiary Organisations to contribute to the overall cost of delivering or administering the Project.
(b) Any costs found to be requested by the Grantee from either Sub- Grantees, sub-contractors or Participants and/or Beneficiary Organisations for any reason will be considered to be a contribution to the overall Maximum Sum of the Project, and the GLA will reduce the Maximum Sum accordingly, in line with clause 22.8.
2.1.10 no person having any charge or other form of security over your assets has enforced or started to enforce or given notice of an intention to enforce such security;
2.1.11 you are not aware, after due enquiry, of anything which materially threatens the delivery and completion of the Project in accordance with this Agreement and the Timetable;
2.1.12 no Event of Default has occurred and is continuing;
2.1.13 you have sufficient resources, including competent and qualified personnel, financial resources, premises and other resources as necessary, to achieve the Outputs and Results in accordance with the Timetable;
2.1.14 you will not without our prior written consent make any changes to the Project, the Agreed Proposal Specification or the Timetable. You will also not make any changes to your memorandum and articles of association, constitution or rules (as the case may be) that may affect your delivery of the Project without our prior written consent and you will notify us as soon as possible of any changes to the composition of your executive, board of directors, members, trustee or governors (as similar);
2.1.15 any information you provide to us or our representatives in the future relating to this Agreement or the Project, including (without limitation) information contained in any claim for payment or in the De Minimis Aid Disclosure Form (if applicable), will be true, complete and accurate and not misleading in any way;; and
2.1.16 you have fully considered and, where appropriate, have taken professional advice in relation to the VAT treatment of payments (i) to be made to you by us under this Agreement; and (ii) to be made by you to Sub-Grantees and sub- contractors subcontractors in connection with the Project.
2.1.17 you will abide by and keep up to date with all European Social Fund (ESF) requirements as specified by the European Commission from time to time, the current version(s) of which are published on xxxxx://xxx.xxx.xx/guidance/england-2014-to-2020-european-structural-and- investment-funds
2.1.18 you will read and comply with all requirements detailed in the Delivery Handbook set out at Schedule 7 to this Agreement (as amended from time to time); and
2.1.19 you will at all times, including after the Project End Date: (a) act in good faith towards us and Participants and/or Beneficiary Organisations in the Project; and (b) ensure that you (your employees, agents or contractors) do not by act or omission bring us or the ESF into disrepute.
2.2 The representations and undertakings in clause 2.1 will be deemed to be repeated by you when each claim for an instalment of Xxxxx Grant is submitted pursuant to clause 22 (Payments of Grant) as if made with reference to the facts and circumstances existing at the date of submission of such claim and you acknowledge that we have relied on and will rely on this information in agreeing to pay the Grant and each instalment of it.
2.3 If you discover that any information given by you or on your behalf to us or our representatives in connection with the Project including any information contained in the Agreed ProposalProject Application Form, any claim for payment or the De Minimis Aid Disclosure Form (if applicable) was, or has subsequently become, inaccurate, incorrect, incomplete or misleading, you must inform us of that fact immediately, in writing.
2.4 If at any time during the Project Period there is any change in relation to your circumstances such that would cause any of the representations and undertakings set out in clause 2.1 to be breached if they were to be repeated at that time, you must inform us of that fact, immediately in writing.
2.5 Where there are multiple Grantees to this Agreement the Grantees have nominated the Grantee’s Lead Partner, as set out in the Particulars to this Agreement, to be responsible for receiving and administrating the Grant and for the day to day management of the obligations of the Grantees under this Agreement including, without limitation, the co-ordinating of all the relevant documents and other obligations of the Grantees to the GLA under this Agreement provided always that all of the Grantees hereby acknowledge and agree that this appointment of the Xxxxxxx’s Lead Partner is for administration purposes only and does not in any way absolve any Grantees including the Lead Partner of their joint and several liability under this Agreement
Appears in 1 contract
Samples: Grant Agreement
Representations and Undertakings. 2.1 You represent 6.1 By executing this Agreement, the Affiliate hereby confirms, represents and undertake to us as fundamental conditions of this Agreement warrants that:
2.1.1 you are 6.1.1 if it is a company, it is a company duly organised and validly existing and have under the laws of the country of incorporation;
6.1.2 it has the power to enter into and perform its obligations under this Agreement and that has taken all necessary action to authorise the execution execution, delivery and performance of this Agreement by you has been validly authorisedit;
2.1.2 the obligations imposed on you under this Agreement 6.1.3 it shall not do anything or omit to do anything which would or may constitute valid legal and binding obligations enforceable against you in accordance with these terms;
2.1.3 neither the execution of this Agreement by you nor the performance of any of its obligations under it will:
(a) conflict with or result in any a breach of any law laws or enactment regulations applicable to the Affiliate in any jurisdiction (including all applicable rules and regulations relating to money laundering, terrorist financing, anti-bribery and anti- corruption) (the “Regulations”), or which would or may result in OANDA breaching any deedsuch Regulations, agreement and by entering into this Agreement it does not breach or violate any applicable laws, exchange rules or other instrument, obligation contractual agreements or duty by or to which you are bound; or
(b) exceed any limitation on any of your powers or on the right or ability of your directors or officers to exercise such powersobligations;
2.1.4 you 6.1.4 it shall promptly notify OANDA of any investigations or proceedings that are initiated against it including any regulatory investigation of a regulatory authority in any jurisdiction and whether or not in default under any law or regulatory obligation or under any deed, agreement, other instrument, obligation or duty by or related to which you are bound so as to adversely affect your ability to perform your obligations the services it provides under this Agreement;
2.1.5 6.1.5 if required by any Regulations, it has disclosed its practices for receiving Fees to Customers and the Customers have consented in writing to the Affiliate’s receipt of such Fees;
6.1.6 if required by any Regulations, it shall periodically provide its Customers with a statement describing the amount of Fees that it has received in relation to each such Customer’s accounts;
6.1.7 it is familiar with the Regulations and operates its business in compliance therewith;
6.1.8 it shall comply with any request(s) from any regulatory authority which OANDA (or its Connected Persons) are subject to, whether such request comes directly from the relevant regulatory authority or from OANDA;
6.1.9 it shall disclose to OANDA any information which it is aware of that may affect the relationship OANDA may or does have with any Customer;
6.1.10 it shall not issue any advertisement or distribute any promotional material, whether on the internet or otherwise, about OANDA except OANDA’s own promotional material without OANDA’s express written consent. Any advertisement that, directly or indirectly, promotes the services of OANDA will be fair and not misleading and will include the appropriate risk warning;
6.1.11 it shall only advertise OANDA’s Services to potential customers of good reputation and good standing, and whose assets are, to the best of its knowledge, not of illegal origin;
6.1.12 it shall not use high pressure sales tactics or similar techniques with respect to Customers, nor solicit any Customers to place trades; and
6.1.13 it shall not accept any Customer funds or trade on behalf of the Customer.
6.2 In the event of termination of this Agreement for any reason, the Affiliate shall promptly destroy all Consents of the information and Accreditations materials supplied by OANDA in respect of or consequent upon entering into this Agreement, or any material used by the Affiliate to promote OANDA, in any form, including but not limited to banners and text links (if any) required the “Marketing Materials”), or any parts thereof, that may then be in its possession in any form and in any medium and remove any Marketing Materials from any website operated by the Affiliate or any third party website in which the Marketing Materials may have been published or used and deactivate any links maintained by the Affiliate to the OANDA website. For the avoidance of doubt, any permissions granted under this Agreement terminate on the termination date.
6.3 The Affiliate shall not promote OANDA or use the Marketing Materials on any website engaged, directly or indirectly, in conduct that OANDA, at its sole discretion, deems to be illegal, improper, unfair or otherwise adverse to the operation or reputation to OANDA, including without limitation, directly or indirectly:
6.3.1 in the operation of an illegal business, site or subscription email list;
6.3.2 in an illegal activity or offering any illegal good or service;
6.3.3 containing or promoting content that is libelous, defamatory, obscene, abusive, violent, bigoted, hate-oriented, illegal, pornographic or engaged in gambling or link to a website that does so;
6.3.4 in indiscriminate or unsolicited commercial advertising emails;
6.3.5 involving placing links to the OANDA website in spam or unsolicited promotions, banner networks, counters, guest books, IRC channels or through similar Internet resources; or
6.3.6 causing or enabling any transactions to be made through Fraudulent Traffic.
6.4 The Affiliate shall not actively target any marketing activities relating to OANDA at persons under the age of 18.
6.5 The Affiliate shall not market directly or indirectly to potential customers on any website which OANDA actively promotes its services and products and/or in any manner which OANDA deems in its sole discretion results in the Affiliate competing with OANDA.
6.6 The Affiliate shall provide to OANDA immediately upon request copies of all materials issued to customers in connection with the execution, delivery, issue, validity or enforceability of this Agreement and the lawful and proper carrying out of the Project and/or to enable you to award qualifications to participants (where appropriate Agreement.
6.7 Without prejudice to the Project Activities) have been obtained and have not been withdrawn and all such Consents and Accreditations foregoing, the Affiliate shall be maintained and complied with during the Project Period (and thereafter provide to the extent required by law);
2.1.6 no litigation, nor any administrative or arbitration proceedings before any court, tribunal, Government authority or arbitrator are taking place, pending or (to your knowledge, information and belief) are threatened against you, or against any of your assets, which might have a material adverse effect on your business, assets, condition or operations, or might affect adversely your ability to perform your obligations under this Agreement;
2.1.7 all information documents and accounts submitted by you or on your behalf to us for appraisal in relation to the Project and/or created for the purposes of this Agreement including (without limitation) information contained in the Agreed Proposal and De Minimis Aid Disclosure Form (if applicable) were, when given, and continue to be true, complete and accurate and not misleading. In addition, no change has occurred since the date on which OANDA such information was given which renders the same untrue, incomplete, inaccurate as OANDA (or misleading in any respect, and there has been no material adverse change in your business, assets, operations or prospects since such information was given;
2.1.8 none regulator of your office holders, directors, officers, shareholders, managers or senior employees (and/or those of your agents, Sub-Grantees, contractors and/or sub-contractorsOANDA) with responsibility for the delivery of the Project or for making decisions relating to the policy, strategy or delivery of the Project have been convicted of any criminal offence (other than those spent under the Rehabilitation of Offenders Act 1974);
2.1.9 you have disclosed to us all information which it might reasonably be thought might influence us in awarding the Grant to you or determining the amount of the Maximum Sum;
(a) The Maximum Sum is granted to the Grantee to cover all costs associated with the delivery of the Project, and no additional costs should be requested by the Grantee from either Sub-Grantees or Participants and/or Beneficiary Organisations to contribute to the overall cost of delivering or administering the Project.
(b) Any costs found to be requested by the Grantee from either Sub- Grantees, sub-contractors or Participants and/or Beneficiary Organisations for any reason will be considered to be a contribution to the overall Maximum Sum of the Project, and the GLA will reduce the Maximum Sum accordingly, in line with clause 22.8.
2.1.10 no person having any charge or other form of security over your assets has enforced or started to enforce or given notice of an intention to enforce such security;
2.1.11 you are not aware, after due enquiry, of anything which materially threatens the delivery and completion of the Project in accordance with this Agreement and the Timetable;
2.1.12 no Event of Default has occurred and is continuing;
2.1.13 you have sufficient resources, including competent and qualified personnel, financial resources, premises and other resources as necessary, to achieve the Outputs and Results in accordance with the Timetable;
2.1.14 you will not without our prior written consent make any changes to the Project, the Agreed Proposal or the Timetable. You will also not make any changes to your memorandum and articles of association, constitution or rules (as the case may be) that may affect your delivery of the Project without our prior written consent and you will notify us as soon as possible of any changes to the composition of your executive, board of directors, members, trustee or governors (as similar);
2.1.15 any information you provide to us or our representatives in the future relating to this Agreement or the Project, including (without limitation) information contained in any claim for payment or in the De Minimis Aid Disclosure Form (if applicable), will be true, complete and accurate and not misleading in any way;
2.1.16 you have fully considered and, where appropriate, have taken professional advice in relation to the VAT treatment of payments (i) to be made to you by us under this Agreement; and (ii) to be made by you to Sub-Grantees and sub- contractors in connection with the Project.
2.1.17 you will abide by and keep up to date with all European Social Fund (ESF) requirements as specified by the European Commission request from time to time, including without limitation information concerning the current version(s) of which are published on xxxxx://xxx.xxx.xx/guidance/england-2014-to-2020-european-structural-and- investment-funds
2.1.18 you will read and comply with all requirements detailed in the Delivery Handbook set out at Schedule 7 to this Agreement (as amended from time to time); and
2.1.19 you will at all times, including after the Project End Date: (a) act in good faith towards us and Participants and/or Beneficiary Organisations in the Project; and (b) ensure that you (your employees, agents or contractors) do not by act or omission bring us or the ESF into disrepute.
2.2 The representations and undertakings in clause 2.1 will be deemed to be repeated by you when each claim for an instalment of Xxxxx is submitted pursuant to clause 22 (Payments of Grant) as if made with reference to the facts and circumstances existing at the date of submission of such claim and you acknowledge that we have relied on and will rely on this information in agreeing to pay the Grant and each instalment of it.
2.3 If you discover that any information given by you or on your behalf to us or our representatives in connection with the Project including any information contained in the Agreed Proposal, any claim for payment or the De Minimis Aid Disclosure Form (if applicable) was, or has subsequently become, inaccurate, incorrect, incomplete or misleading, you must inform us of that fact immediately, in writing.
2.4 If at any time during the Project Period there is any change in relation to your circumstances such that would cause any financial status of the representations Affiliate and undertakings set out the marketing activities conducted by the Affiliate in clause 2.1 to be breached if they were to be repeated at that time, you must inform us respect of that fact, immediately in writingOANDA.
2.5 Where there are multiple Grantees to this Agreement the Grantees have nominated the Grantee’s Lead Partner, as set out in the Particulars to this Agreement, to be responsible for receiving and administrating the Grant and for the day to day management of the obligations of the Grantees under this Agreement including, without limitation, the co-ordinating of all the relevant documents and other obligations of the Grantees to the GLA under this Agreement provided always that all of the Grantees hereby acknowledge and agree that this appointment of the Xxxxxxx’s Lead Partner is for administration purposes only and does not in any way absolve any Grantees including the Lead Partner of their joint and several liability under this Agreement
Appears in 1 contract
Samples: Affiliate Agreement
Representations and Undertakings. 2.1 You represent and undertake to us as fundamental conditions of this Agreement that:
2.1.1 you are validly existing and have the power to enter into this Agreement and that the execution of this Agreement by you has been validly authorised;
2.1.2 the obligations imposed on you under this Agreement constitute valid legal and binding obligations enforceable against you in accordance with these terms;
2.1.3 neither the execution of this Agreement by you nor the performance of any of its obligations under it will:
(a) conflict with or result in any breach of any law or enactment or any deed, agreement or other instrument, obligation or duty by or to which you are bound; or
(b) exceed any limitation on any of your powers or on the right or ability of your directors or officers to exercise such powers;
2.1.4 you are not in default under any law or regulatory obligation or under any deed, agreement, other instrument, obligation or duty by or to which you are bound so as to adversely affect your ability to perform your obligations under this Agreement;
2.1.5 all Consents and Accreditations (if any) required in connection with the execution, delivery, issue, validity or enforceability of this Agreement and the lawful and proper carrying out of the Project and/or to enable you to award qualifications to participants (where appropriate to the Project Activities) have been obtained and have not been withdrawn and all such Consents and Accreditations shall be maintained and complied with during the Project Period (and thereafter to the extent required by law);
2.1.6 no litigation, nor any administrative or arbitration proceedings before any court, tribunal, Government authority or arbitrator are taking place, pending or (to your knowledge, information and belief) are threatened against you, or against any of your assets, which might have a material adverse effect on your business, assets, condition or operations, or might affect adversely your ability to perform your obligations under this Agreement;
2.1.7 all information documents and accounts submitted by you or on your behalf to us for appraisal in relation to the Project and/or created for the purposes of this Agreement including (without limitation) information contained in the Agreed Proposal and De Minimis Aid Disclosure Form (if applicable) were, when given, and continue to be true, complete and accurate and not misleading. In addition, addition no change has occurred since the date on which such information was given which renders the same untrue, incomplete, inaccurate or misleading in any respect, and there has been no material adverse change in your business, assets, operations or prospects since such information was given;
2.1.8 none of your office holders, directors, officers, shareholders, managers or senior employees (and/or those of your agents, Sub-Grantees, contractors and/or sub-contractors) with responsibility for the delivery of the Project or for making decisions relating to the policy, strategy or delivery of the Project have been convicted of any criminal offence (other than those spent under the Rehabilitation of Offenders Act 1974);
2.1.9 you have disclosed to us all information which it might reasonably be thought might influence us in awarding the Grant to you or determining the amount of the Maximum Sum;
(a) The Maximum Sum is granted to the Grantee to cover all costs associated with the delivery of the Project, and no additional costs should be requested by the Grantee from either Sub-Grantees or Participants and/or Beneficiary Organisations to contribute to the overall cost of delivering or administering the Project.
(b) Any costs found to be requested by the Grantee from either Sub- Grantees, sub-contractors or Participants and/or Beneficiary Organisations for any reason will be considered to be a contribution to the overall Maximum Sum of the Project, and the GLA will reduce the Maximum Sum accordingly, in line with clause 22.8.
2.1.10 no person having any charge or other form of security over your assets has enforced or started to enforce or given notice of an intention to enforce such security;
2.1.11 you are not aware, after due enquiry, of anything which materially threatens the delivery and completion of the Project in accordance with this Agreement and the Timetable;
2.1.12 no Event of Default has occurred and is continuing;
2.1.13 you have sufficient resources, including competent and qualified personnel, financial resources, premises and other resources as necessary, to achieve the Outputs and Results Outcomes in accordance with the Timetable;
2.1.14 you will not without our prior written consent make any changes to the Project, the Agreed Proposal or the Timetable. You will also not make any changes to your memorandum and articles of association, constitution or rules (as the case may be) that may affect your delivery of the Project without our prior written consent and you will notify us as soon as possible of any changes to the composition of your executive, board of directors, members, trustee or governors (as similar);
2.1.15 any information you provide to us or our representatives in the future relating to this Agreement or the Project, including (without limitation) information contained in any claim for payment or in the De Minimis Aid Disclosure Form (if applicable), will be true, complete and accurate and not misleading in any way;
2.1.16 you have fully considered and, where appropriate, have taken professional advice in relation to the VAT treatment of payments (i) to be made to you by us under this Agreement; and (ii) to be made by you to Sub-Grantees and sub- contractors subcontractors in connection with the Project.
2.1.17 you will abide by and keep up to date with all European Social Fund (ESF) requirements as specified by the European Commission from time to time, the current version(s) of which are published on xxxxx://xxx.xxx.xx/guidance/england-2014-to-2020-european-structural-and- investment-fundsxxxx://xxx.xxx.xxx.xx/esf/resources/guidance/;
2.1.18 you will read and comply with all requirements detailed in the Delivery Partner ESF Handbook set out at Schedule 7 Annexure I to this Agreement (as amended from time to time); and
2.1.19 you will at all times, including after the Project End Date: (a) act in good faith towards us and Participants and/or Beneficiary Organisations participants in the Project; and (b) ensure that you (your employees, agents or contractors) do not by act or omission bring us or the ESF into disrepute.
2.2 The representations and undertakings in clause 2.1 will be deemed to be repeated by you when each claim for an instalment of Xxxxx Grant is submitted pursuant to clause 22 (Payments of Grant) as if made with reference to the facts and circumstances existing at the date of submission of such claim and you acknowledge that we have relied on and will rely on this information in agreeing to pay the Grant and each instalment of it.
2.3 If you discover that any information given by you or on your behalf to us or our representatives in connection with the Project including any information contained in the Agreed Proposal, any claim for payment or the De Minimis Aid Disclosure Form (if applicable) was, or has subsequently become, inaccurate, incorrect, incomplete or misleading, you must inform us of that fact immediately, in writing.
2.4 If at any time during the Project Period there is any change in relation to your circumstances such that would cause any of the representations and undertakings set out in clause 2.1 to be breached if they were to be repeated at that time, you must inform us of that fact, immediately in writing.
2.5 Where there are multiple Grantees to this Agreement the Grantees have nominated the Grantee’s Lead Partner, as set out in the Particulars to this Agreement, to be responsible for receiving and administrating the Grant and for the day to day management of the obligations of the Grantees under this Agreement including, without limitation, the co-ordinating of all the relevant documents and other obligations of the Grantees to the GLA under this Agreement provided always that all of the Grantees hereby acknowledge and agree agreed that this appointment of the XxxxxxxGrantee’s Lead Partner is for administration purposes only and does not in any way absolve any Grantees including the Lead Partner of their joint and several liability under this Agreement
Appears in 1 contract
Samples: Grant Agreement
Representations and Undertakings. 2.1 You represent and undertake to us as fundamental conditions of this Agreement that:
2.1.1 you are validly existing and have the power to enter into this Agreement and that the execution of this Agreement by you has been validly authorised;
2.1.2 the obligations imposed on you under this Agreement constitute valid legal and binding obligations enforceable against you in accordance with these terms;
2.1.3 neither the execution of this Agreement by you nor the performance of any of its obligations under it will:
(a) conflict with or result in any breach of any law or enactment or any deed, agreement or other instrument, obligation or duty by or to which you are bound; or
(b) exceed any limitation on any of your powers or on the right or ability of your directors or officers to exercise such powers;
2.1.4 you are not in default under any law or regulatory obligation or under any deed, agreement, other instrument, obligation or duty by or to which you are bound so as to adversely affect your ability to perform your obligations under this Agreement;
2.1.5 all Consents and Accreditations (if any) required in connection with the execution, delivery, issue, validity or enforceability of this Agreement and the lawful and proper carrying out of the Project and/or to enable you to award qualifications to participants (where appropriate to the Project Activities) have been obtained and have not been withdrawn and all such Consents and Accreditations shall be maintained and complied with during the Project Period (and thereafter to the extent required by law);
2.1.6 no litigation, nor any administrative or arbitration proceedings before any court, tribunal, Government authority or arbitrator are taking place, pending or (to your knowledge, information and belief) are threatened against you, or against any of your assets, which might have a material adverse effect on your business, assets, condition or operations, or might affect adversely your ability to perform your obligations under this Agreement;
2.1.7 all information documents and accounts submitted by you or on your behalf to us for appraisal in relation to the Project and/or created for the purposes of this Agreement including (without limitation) information contained in the Agreed Proposal and De Minimis Aid Disclosure Form (if applicable) were, when given, and continue to be true, complete and accurate and not misleading. In addition, no change has occurred since the date on which such information was given which renders the same untrue, incomplete, inaccurate or misleading in any respect, and there has been no material adverse change in your business, assets, operations or prospects since such information was given;
2.1.8 none of your office holders, directors, officers, shareholders, managers or senior employees (and/or those of your agents, Sub-Grantees, contractors and/or sub-contractors) with responsibility for the delivery of the Project or for making decisions relating to the policy, strategy or delivery of the Project have been convicted of any criminal offence (other than those spent under the Rehabilitation of Offenders Act 1974);
2.1.9 you have disclosed to us all information which it might reasonably be thought might influence us in awarding the Grant to you or determining the amount of the Maximum Sum;
(a) The Maximum Sum is granted to the Grantee to cover all costs Eligible Costs associated with the delivery of the Project, and no additional costs should be requested by the Grantee from either Sub-Grantees or Participants and/or Beneficiary Organisations to contribute to the overall cost of delivering or administering the Project.
(b) Any costs found to be requested by the Grantee from either Sub- Grantees, sub-contractors or Participants and/or Beneficiary Organisations for any reason will be considered to be a contribution to the overall Maximum Sum of the Project, and the GLA will reduce the Maximum Sum accordingly, in line with clause 22.8.
2.1.10 no person having any charge or other form of security over your assets has enforced or started to enforce or given notice of an intention to enforce such security;
2.1.11 you are not aware, after due enquiry, of anything which materially threatens the delivery and completion of the Project in accordance with this Agreement and the Timetable;
2.1.12 no Event of Default has occurred and is continuing;
2.1.13 you have sufficient resources, including competent and qualified personnel, financial resources, premises and other resources as necessary, to achieve the Milestones, Outputs and Results in accordance with the Timetable;
2.1.14 you will not without our prior written consent make any changes to the Project, the Agreed Proposal or the Timetable. You will also not make any changes to your memorandum and articles of association, constitution or rules (as the case may be) that may affect your delivery of the Project without our prior written consent and you will notify us as soon as possible of any changes to the composition of your executive, board of directors, members, trustee or governors (as similar);
2.1.15 any information you provide to us or our representatives in the future relating to this Agreement or the Project, including (without limitation) information contained in any claim for payment or in the De Minimis Aid Disclosure Form (if applicable), will be true, complete and accurate and not misleading in any way;
2.1.16 you have fully considered and, where appropriate, have taken professional advice in relation to the VAT treatment of payments (i) to be made to you by us under this Agreement; and (ii) to be made by you to Sub-Grantees and sub- contractors in connection with the Project.
2.1.17 you will abide by and keep up to date with all European Social Fund (ESF) requirements as specified by the European Commission from time to time, the current version(s) of which are published on xxxxx://xxx.xxx.xx/guidance/england-2014-to-2020-european-structural-and- investment-funds
2.1.18 you will read and comply with all requirements detailed in the Delivery Handbook set out at Schedule 7 to this Agreement (as amended from time to time); and
2.1.19 you will at all times, including after the Project End Date: (a) act in good faith towards us and Participants and/or Beneficiary Organisations in the Project; and (b) ensure that you (your employees, agents or contractors) do not by act or omission bring us or the ESF into disrepute.
2.2 The representations and undertakings in clause 2.1 will be deemed to be repeated by you when each claim for an instalment of Xxxxx is submitted pursuant to clause 22 (Payments of Grant) as if made with reference to the facts and circumstances existing at the date of submission of such claim and you acknowledge that we have relied on and will rely on this information in agreeing to pay the Grant and each instalment of it.
2.3 If you discover that any information given by you or on your behalf to us or our representatives in connection with the Project including any information contained in the Agreed Proposal, any claim for payment or the De Minimis Aid Disclosure Form (if applicable) was, or has subsequently become, inaccurate, incorrect, incomplete or misleading, you must inform us of that fact immediately, in writing.
2.4 If at any time during the Project Period there is any change in relation to your circumstances such that would cause any of the representations and undertakings set out in clause 2.1 to be breached if they were to be repeated at that time, you must inform us of that fact, immediately in writing.
2.5 Where there are multiple Grantees to this Agreement the Grantees have nominated the Grantee’s Lead Partner, as set out in the Particulars to this Agreement, to be responsible for receiving and administrating the Grant and for the day to day management of the obligations of the Grantees under this Agreement including, without limitation, the co-ordinating of all the relevant documents and other obligations of the Grantees to the GLA under this Agreement provided always that all of the Grantees hereby acknowledge and agree that this appointment of the Xxxxxxx’s Lead Partner is for administration purposes only and does not in any way absolve any Grantees including the Lead Partner of their joint and several liability under this Agreement
Appears in 1 contract
Samples: Grant Agreement
Representations and Undertakings. 2.1 You represent and undertake to us as fundamental conditions of this Agreement that:
2.1.1 you are validly existing and have the power to enter into this Agreement and that the execution of this Agreement by you has been validly authorised;
2.1.2 the obligations imposed on you under this Agreement constitute valid legal and binding obligations enforceable against you in accordance with these terms;
2.1.3 neither the execution of this Agreement by you nor the performance of any of its obligations under it will:
(a) conflict with or result in any breach of any law or enactment or any deed, agreement or other instrument, obligation or duty by or to which you are bound; or
(b) exceed any limitation on any of your powers or on the right or ability of your directors or officers to exercise such powers;
2.1.4 you are not in default under any law or regulatory obligation or under any deed, agreement, other instrument, obligation or duty by or to which you are bound so as to adversely affect your ability to perform your obligations under this Agreement;
2.1.5 all Consents and Accreditations (if any) required in connection with the execution, delivery, issue, validity or enforceability of this Agreement and the lawful and proper carrying out of the Project and/or to enable you to award qualifications to participants (where appropriate to the Project Activities) have been obtained and have not been withdrawn and all such Consents and Accreditations shall be maintained and complied with during the Project Period (and thereafter to the extent required by law);
2.1.6 no litigation, nor any administrative or arbitration proceedings before any court, tribunal, Government authority or arbitrator are taking place, pending or (to your knowledge, information and belief) are threatened against you, or against any of your assets, which might have a material adverse effect on your business, assets, condition or operations, or might affect adversely your ability to perform your obligations under this Agreement;
2.1.7 all information documents and accounts submitted by you or on your behalf to us for appraisal in relation to the Project and/or created for the purposes of this Agreement including (without limitation) information contained in the Agreed Proposal and De Minimis Aid Disclosure Form (if applicable) were, when given, and continue to be true, complete and accurate and not misleading. In addition, addition no change has occurred since the date on which such information was given which renders the same untrue, incomplete, inaccurate or misleading in any respect, and there has been no material adverse change in your business, assets, operations or prospects since such information was given;
2.1.8 none of your office holders, directors, officers, shareholders, managers or senior employees (and/or those of your agents, Sub-Grantees, contractors and/or sub-contractors) with responsibility for the delivery of the Project or for making decisions relating to the policy, strategy or delivery of the Project have been convicted of any criminal offence (other than those spent under the Rehabilitation of Offenders Act 1974);
2.1.9 you have disclosed to us all information which it might reasonably be thought might influence us in awarding the Grant to you or determining the amount of the Maximum Sum;
(a) The Maximum Sum is granted to the Grantee to cover all costs associated with the delivery of the Project, and no additional costs should be requested by the Grantee from either Sub-Grantees or Participants and/or Beneficiary Organisations to contribute to the overall cost of delivering or administering the Project.
(b) Any costs found to be requested by the Grantee from either Sub- Grantees, sub-contractors Grantees or Participants and/or Beneficiary Organisations for any reason will be considered to be a contribution to the overall Maximum Sum of the Project, and the GLA will reduce the Maximum Sum accordingly, in line with clause 22.8.
2.1.10 no person having any charge or other form of security over your assets has enforced or started to enforce or given notice of an intention to enforce such security;
2.1.11 you are not aware, after due enquiry, of anything which materially threatens the delivery and completion of the Project in accordance with this Agreement and the Timetable;
2.1.12 no Event of Default has occurred and is continuing;
2.1.13 you have sufficient resources, including competent and qualified personnel, financial resources, premises and other resources as necessary, to achieve the Outputs and Results in accordance with the Timetable;
2.1.14 you will not without our prior written consent make any changes to the Project, the Agreed Proposal or the Timetable. You will also not make any changes to your memorandum and articles of association, constitution or rules (as the case may be) that may affect your delivery of the Project without our prior written consent and you will notify us as soon as possible of any changes to the composition of your executive, board of directors, members, trustee or governors (as similar);
2.1.15 any information you provide to us or our representatives in the future relating to this Agreement or the Project, including (without limitation) information contained in any claim for payment or in the De Minimis Aid Disclosure Form (if applicable), will be true, complete and accurate and not misleading in any way;
2.1.16 you have fully considered and, where appropriate, have taken professional advice in relation to the VAT treatment of payments (i) to be made to you by us under this Agreement; and (ii) to be made by you to Sub-Grantees and sub- contractors subcontractors in connection with the Project.
2.1.17 you will abide by and keep up to date with all European Social Fund (ESF) requirements as specified by the European Commission from time to time, the current version(s) of which are published on xxxxx://xxx.xxx.xx/guidance/england-2014-to-2020-european-structural-and- investment-fundsxxxx://xxx.xxx.xxx.xx/esf/resources/guidance/;
2.1.18 you will read and comply with all requirements detailed in the Delivery Handbook set out at Schedule 7 to this Agreement (as amended from time to time); and
2.1.19 you will at all times, including after the Project End Date: (a) act in good faith towards us and Participants and/or Beneficiary Organisations participants in the Project; and (b) ensure that you (your employees, agents or contractors) do not by act or omission bring us or the ESF into disrepute.
2.2 The representations and undertakings in clause 2.1 will be deemed to be repeated by you when each claim for an instalment of Xxxxx is submitted pursuant to clause 22 (Payments of Grant) as if made with reference to the facts and circumstances existing at the date of submission of such claim and you acknowledge that we have relied on and will rely on this information in agreeing to pay the Grant and each instalment of it.
2.3 If you discover that any information given by you or on your behalf to us or our representatives in connection with the Project including any information contained in the Agreed Proposal, any claim for payment or the De Minimis Aid Disclosure Form (if applicable) was, or has subsequently become, inaccurate, incorrect, incomplete or misleading, you must inform us of that fact immediately, in writing.
2.4 If at any time during the Project Period there is any change in relation to your circumstances such that would cause any of the representations and undertakings set out in clause 2.1 to be breached if they were to be repeated at that time, you must inform us of that fact, immediately in writing.
2.5 Where there are multiple Grantees to this Agreement the Grantees have nominated the Grantee’s Lead Partner, as set out in the Particulars to this Agreement, to be responsible for receiving and administrating the Grant and for the day to day management of the obligations of the Grantees under this Agreement including, without limitation, the co-ordinating of all the relevant documents and other obligations of the Grantees to the GLA under this Agreement provided always that all of the Grantees hereby acknowledge and agree that this appointment of the XxxxxxxGrantee’s Lead Partner is for administration purposes only and does not in any way absolve any Grantees including the Lead Partner of their joint and several liability under this Agreement
Appears in 1 contract
Samples: Grant Agreement
Representations and Undertakings. 2.1 You represent 6.1 By executing this Agreement, the Partner xxxxxx confirms, represents and undertake to us as fundamental conditions of this Agreement warrants that:
2.1.1 you are 6.1.1 In case of corporate entity - it is a company duly organized and validly existing under the laws of its country of incorporation;
6.1.2 it has the full capacity and have the power to enter into this Agreement and that the execution of this Agreement by you has been validly authorised;
2.1.2 the obligations imposed on you under this Agreement constitute valid legal and binding obligations enforceable against you in accordance with these terms;
2.1.3 neither the execution of this Agreement by you nor the performance of any of perform its obligations under it will:
(a) conflict with or result in any breach of any law or enactment or any deed, agreement or other instrument, obligation or duty by or to which you are bound; or
(b) exceed any limitation on any of your powers or on the right or ability of your directors or officers to exercise such powers;
2.1.4 you are not in default under any law or regulatory obligation or under any deed, agreement, other instrument, obligation or duty by or to which you are bound so as to adversely affect your ability to perform your obligations under this Agreement;
2.1.5 , including any requisite authorizations applicable to it in order to offer the Partner Services, and has taken all Consents and Accreditations (if any) required in connection with necessary action to authorize the execution, delivery, issue, validity or enforceability of this Agreement delivery and the lawful and proper carrying out performance of the Project and/or to enable you to award qualifications to participants (where appropriate to the Project Activities) have been obtained and have not been withdrawn and all such Consents and Accreditations shall be maintained and complied with during the Project Period (and thereafter to the extent required by law);
2.1.6 no litigation, nor any administrative or arbitration proceedings before any court, tribunal, Government authority or arbitrator are taking place, pending or (to your knowledge, information and belief) are threatened against you, or against any of your assets, which might have a material adverse effect on your business, assets, condition or operations, or might affect adversely your ability to perform your obligations under this Agreement;
2.1.7 6.1.3 by entering into this Agreement, the Partner will not breach any current or future obligation that the Partner have, or may have, with any third party;
6.1.4 all information documents and accounts submitted by you or on your behalf to us for appraisal in relation to the Project and/or created for the purposes of this Agreement including (without limitation) information contained in the Agreed Proposal and De Minimis Aid Disclosure Form (if applicable) were, when givenit has provided, and continue will provide, to be OANDA is true, accurate, complete and accurate and not misleading. In addition, no change has occurred since the date on which such and it shall notify OANDA if any information was given which renders the same untrue, incompletein its application form or otherwise provided to OANDA changes or is false, inaccurate or misleading in any respect, respect and there has been no material adverse change in your business, assets, operations or prospects since shall update such information was given;
2.1.8 none of your office holders, directors, officers, shareholders, managers or senior employees without undue delay (and/or those of your agents, Sub-Grantees, contractors and/or sub-contractors) with responsibility for and in any case no later than 7 days from the delivery date of the Project or for making decisions relating to the policy, strategy or delivery of the Project have been convicted of any criminal offence (other than those spent under the Rehabilitation of Offenders Act 1974change);
2.1.9 you 6.1.5 the Partner and its shareholders, Board of Directors and key employees have disclosed not been subject to us any legal or regulatory investigations or been subject to any sanctions or fines or other penalties for breaches of Applicable Law;
6.1.6 the Partner is not bankrupt or subject to any administrative, insolvency order, tax or other proceedings;
6.1.7 the Partner has not been convicted for any criminal activity or been subject to any sanctions, regulatory or other investigations, for unlawful or unethical conduct or breach of Applicable Law other than minor traffic offenses (not related to the performance of this Agreement);
6.1.8 it shall obtain OANDA’s prior written consent for all information websites and communication channels from which it might reasonably be thought might influence us is referring Potential Customers to OANDA’s website and shall regularly update such information;
6.1.9 it shall comply with Applicable Law in awarding connection with the Grant promotion and referrals to you or determining the amount OANDA’s websites and use of the Maximum Sum;
(a) The Maximum Sum is granted to the Grantee to cover all costs associated with the delivery of the Project, and no additional costs should be requested by the Grantee from either Sub-Grantees or Participants and/or Beneficiary Organisations to contribute to the overall cost of delivering or administering the Project.
(b) Any costs found to be requested by the Grantee from either Sub- Grantees, sub-contractors or Participants and/or Beneficiary Organisations for any reason will be considered to be a contribution to the overall Maximum Sum of the Project, and the GLA will reduce the Maximum Sum accordingly, in line with clause 22.8.
2.1.10 no person having any charge or other form of security over your assets has enforced or started to enforce or given notice of an intention to enforce such security;
2.1.11 you are not aware, after due enquiry, of anything which materially threatens the delivery and completion of the Project in accordance with this Agreement and the Timetable;
2.1.12 no Event of Default has occurred and is continuing;
2.1.13 you have sufficient resources, including competent and qualified personnel, financial resources, premises and other resources as necessary, to achieve the Outputs and Results Marketing Materials in accordance with the Timetableterms of this Agreement;
2.1.14 you 6.1.10 it shall not do anything or fail to do anything which would or may constitute a breach of Applicable Law;
6.1.11 it shall promptly notify OANDA of any investigations or proceedings that are initiated against it including any regulatory investigation of a regulatory authority in any jurisdiction and whether or not related to Partner Services;
6.1.12 if required by Applicable Law, it has disclosed its practices for receiving Fees to Target Customers and such Target Customers have consented in writing to the Partner receipt of such Fees;
6.1.13 if required by Applicable Law, it shall periodically provide Target Customers with a statement describing the amount of Fees that it has received in relation to each such Target Customer’s accounts;
6.1.14 it is familiar with Applicable Law and operates its business in compliance therewith;
6.1.15 it shall comply with any request(s) from any regulatory authority to which OANDA (or its Connected Persons) are subject, whether such request comes directly from the relevant regulatory authority or from OANDA;
6.1.16 it shall disclose to OANDA any information of which it is aware that may affect the relationship OANDA may or does have with any Target Customer;
6.1.17 it shall not issue any advertisement or distribute any promotional material, whether on the internet or otherwise, about OANDA except XXXXX’s own promotional material without XXXXX’s prior written consent, and any advertisement that, directly or indirectly, promotes the OANDA Services will be fair and not misleading (clearly identifying OANDA) and will include the appropriate risk warning (where required by Applicable Law);
6.1.18 it shall only advertise the OANDA Services to Potential Customers of good reputation and good standing, and whose assets are, to the best of the Partner’s knowledge, not of illegal origin;
6.1.19 it shall not contact Potential Customers without our a valid legal basis for contact and shall conduct marketing activities in accordance with Applicable Law;
6.1.20 it shall provide a manner for Potential Customers to unsubscribe to the Partner Services, allowing them to opt out of receiving communications from the Partner in accordance with Applicable Law;
6.1.21 it shall not use high pressure sales tactics or similar techniques with respect to Target Customers, nor solicit any Target Customers to place trades;
6.1.22 it shall not accept any funds from Target Customers or trade on their behalf;
6.1.23 it shall not support Target Customers with any technical or other matters associated with the Target Customers’ trading with OANDA;
6.1.24 it shall not use malware, spyware techniques, peer-to-peer distribution methods and paid to clicks networks, or doorway pages opening the OANDA website, or use any other aggressive advertising or marketing methods in any of its dealings relating to the Agreement;
6.1.25 it shall not provide or offer to Target Customers any investment, tax, legal or any other advice, opinion or information (whether oral, written, and regardless of the method of its delivery); and
6.1.26 it shall not represent to any Target Customer or otherwise create an impression that such Target Customer is guaranteed any profits by OANDA.
6.2 In the event of termination of this Agreement for any reason, the Partner shall promptly destroy all of the information and materials supplied by OANDA in respect of this Agreement, or any material used by the Partner to promote OANDA delivered or accepted by OANDA, in any form, including but not limited to banners, graphics, images, artwork or text links and any similar or derived form (the “Marketing Materials”), or any parts thereof, that may then be in its possession in any form and in any medium, and the Partner shall remove any Marketing Materials from any website operated by the Partner or any third party website on which the Marketing Materials may have been published or used and shall deactivate any links maintained by the Partner to the OANDA website. For the avoidance of doubt, any permissions granted under this Agreement shall have no force or effect as of the Termination Date.
6.3 The Partner shall not promote OANDA or use the Marketing Materials on any website engaged, directly or indirectly, in conduct that OANDA, in its sole discretion, deems to be illegal, improper, unfair or otherwise adverse to the operation or reputation of OANDA, including without limitation, directly or indirectly:
6.3.1 in the operation of an illegal business;
6.3.2 in an illegal activity or offering of any illegal good or service;
6.3.3 containing or promoting content that is libelous, defamatory, obscene, abusive, violent, bigoted, hate-oriented, illegal, pornographic or that links to a website that does so;
6.3.4 in indiscriminate or unsolicited commercial advertising emails;
6.3.5 involving placing links to the OANDA website in spam or unsolicited promotions, banner networks, counters, guest books, internet relay chat channels or through similar Internet resources; or
6.3.6 causing or enabling any transactions to be executed through Fraudulent Traffic.
6.4 The Partner shall not actively target any marketing activities relating to OANDA to persons under the age of 18.
6.5 The Partner shall not use any Confidential Information to market or promote any entity, individual, or website other than OANDA.
6.6 The Partner shall not utilize any third party’s intellectual property (included, but not limited to, trademarks) without proper authorization.
6.7 The Partner shall not market directly or indirectly to Target Customers on any website through which OANDA actively promotes the OANDA Services and/or in any manner which OANDA deems in its sole discretion competes with OANDA.
6.8 The Partner shall provide to OANDA immediately upon request copies of all materials issued to Target Customers in connection with this Agreement.
6.9 Without prejudice to the foregoing, the Partner shall provide to OANDA such information as OANDA (or any regulator of OANDA) may request from time to time, including without limitation information concerning the financial status of the Partner and the marketing activities conducted by the Partner pursuant to this Agreement.
6.10 The Partner shall not offer any Target Customers, whether directly or indirectly, any kind of incentive or inducement which would be inconsistent with the Applicable Law.
6.11 The Partner shall not utilize the OANDA website address, legal name (including any variation thereof including any misspelling, modification, or derivative thereof), or register any domain names, keywords, search terms or other identifiers for use in any search engine, portal, sponsored advertising service or other search or referral service that incorporate such terms or any other intellectual property owned by any OANDA Entity. For the avoidance of doubt, any marketing activity regarding OANDA requires the appropriate prior consent from OANDA as per this Agreement.
6.12 The Partner shall not send any solicited or unsolicited marketing communications relating to OANDA via SMS, WhatsApp, Influencers, e- mail, pop-over, pop-under or any similar channel without the prior written consent make any changes of OANDA and shall not engage in indiscriminate or unsolicited commercial advertising emails and SMS referring to the Projectmarketing partner program in breach of Applicable Law.
6.13 The Partner is responsible for notifying OANDA of any malfunctions of the Hyperlink or other problems with its participation in the marketing partner program. The Partner shall not modify or change the Hyperlink. For purposes of determining the Fee only a Hyperlink generated by OANDA will be tracked.
6.14 To the extent permitted by Applicable Law, OANDA provides no warranty and makes no representations that the Agreed Proposal OANDA website, Hyperlink and Marketing Materials are accessible or free of errors, viruses or security threats.
6.15 The Partner undertakes that its marketing activity and any content to be posted or published on the Timetable. You will also Partner’s websites shall not make be directed toward minors or any changes to your memorandum other person who is not part of OANDA stated target market, and articles of association, constitution or rules (as the case may be) that shall not engage in any other practices which may affect your delivery adversely the credibility or reputation of OANDA and the Project OANDA Services, including without our prior written consent limitation promoting sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age and/or any illegal activities or otherwise objectionable content, include material that is in breach of or infringes any intellectual property rights of any third party (including any material copied from third parties without their permission) or including any false, misleading or disparaging representations or statements.
6.16 There must be no changes made to the pre-approved Marketing Materials. The Partner shall submit to OANDA for authorization all websites and you will notify us as soon as possible information channels that the Partner intends to use pursuant to this Agreement. The Partner shall disseminate Marketing Materials using websites and information channels previously approved by OANDA.
6.17 The Partner grants OANDA an unlimited right to audit the Partner with regard to the performance of its obligations under the Agreement with seven (7) days advance notice. The costs of any such audit shall be borne by OANDA. OANDA may inform the Partner of any changes to the composition Partner websites that Partner should make to ensure that the Partner maintains compliance with this Agreement. Failure by the Partner to make the requested changes in accordance with OANDA’s request within a reasonable time (no longer than 14 calendar days) constitutes a material breach of your executive, board of directors, members, trustee or governors (as similar);
2.1.15 any information you provide to us or our representatives in the future relating to this Agreement or the Project, including (without limitation) information contained in any claim for payment or in the De Minimis Aid Disclosure Form (if applicable), and will be true, complete and accurate and not misleading in any way;
2.1.16 you have fully considered and, where appropriate, have taken professional advice in relation allow OANDA to the VAT treatment of payments (i) to be made to you by us under this Agreement; and (ii) to be made by you to Sub-Grantees and sub- contractors in connection with the Project.
2.1.17 you will abide by and keep up to date with all European Social Fund (ESF) requirements as specified by the European Commission from time to time, the current version(s) of which are published on xxxxx://xxx.xxx.xx/guidance/england-2014-to-2020-european-structural-and- investment-funds
2.1.18 you will read and comply with all requirements detailed in the Delivery Handbook set out at Schedule 7 to terminate this Agreement (as amended from time to time); and
2.1.19 you will at all times, including after the Project End Date: (a) act in good faith towards us and Participants and/or Beneficiary Organisations in the Project; and (b) ensure that you (your employees, agents or contractors) do not by act or omission bring us or the ESF into disreputewith immediate effect.
2.2 The representations and undertakings in clause 2.1 will be deemed to be repeated by you when each claim for an instalment of Xxxxx is submitted pursuant to clause 22 (Payments of Grant) as if made with reference to the facts and circumstances existing at the date of submission of such claim and you acknowledge that we have relied on and will rely on this information in agreeing to pay the Grant and each instalment of it.
2.3 If you discover that any information given by you or on your behalf to us or our representatives in connection with the Project including any information contained in the Agreed Proposal, any claim for payment or the De Minimis Aid Disclosure Form (if applicable) was, or has subsequently become, inaccurate, incorrect, incomplete or misleading, you must inform us of that fact immediately, in writing.
2.4 If at any time during the Project Period there is any change in relation to your circumstances such that would cause any of the representations and undertakings set out in clause 2.1 to be breached if they were to be repeated at that time, you must inform us of that fact, immediately in writing.
2.5 Where there are multiple Grantees to this Agreement the Grantees have nominated the Grantee’s Lead Partner, as set out in the Particulars to this Agreement, to be responsible for receiving and administrating the Grant and for the day to day management of the obligations of the Grantees under this Agreement including, without limitation, the co-ordinating of all the relevant documents and other obligations of the Grantees to the GLA under this Agreement provided always that all of the Grantees hereby acknowledge and agree that this appointment of the Xxxxxxx’s Lead Partner is for administration purposes only and does not in any way absolve any Grantees including the Lead Partner of their joint and several liability under this Agreement
Appears in 1 contract
Samples: Marketing Partner Agreement
Representations and Undertakings. 2.1 You represent and undertake to us as fundamental conditions of this Agreement that:
2.1.1 you are validly existing and have the power to enter into this Agreement and that the execution of this Agreement by you has been validly authorised;
2.1.2 the obligations imposed on you under this Agreement constitute valid legal and binding obligations enforceable against you in accordance with these terms;
2.1.3 neither the execution of this Agreement by you nor the performance of any of its obligations under it will:
(a) conflict with or result in any breach of any law or enactment or any deed, agreement or other instrument, obligation or duty by or to which you are bound; or
(b) exceed any limitation on any of your powers or on the right or ability of your directors or officers to exercise such powers;
2.1.4 you are not in default under any law or regulatory obligation or under any deed, agreement, other instrument, obligation or duty by or to which you are bound so as to adversely affect your ability to perform your obligations under this Agreement;
2.1.5 all Consents and Accreditations (if any) required in connection with the execution, delivery, issue, validity or enforceability of this Agreement and the lawful and proper carrying out of the Project and/or to enable you to award qualifications to participants (where appropriate to the Project Activities) have been obtained and have not been withdrawn and all such Consents and Accreditations shall be maintained and complied with during the Project Period (and thereafter to the extent required by law);
2.1.6 no litigation, nor any administrative or arbitration proceedings before any court, tribunal, Government authority or arbitrator are taking place, pending or (to your knowledge, information and belief) are threatened against you, or against any of your assets, which might have a material adverse effect on your business, assets, condition or operations, or might affect adversely your ability to perform your obligations under this Agreement;
2.1.7 all information documents and accounts submitted by you or on your behalf to us for appraisal in relation to the Project and/or created for the purposes of this Agreement including (without limitation) information contained in the Agreed Proposal and De Minimis Aid Disclosure Form (if applicable) were, when given, and continue to be true, complete and accurate and not misleading. In addition, no change has occurred since the date on which such information was given which renders the same untrue, incomplete, inaccurate or misleading in any respect, and there has been no material adverse change in your business, assets, operations or prospects since such information was given;
2.1.8 none of your office holders, directors, officers, shareholders, managers or senior employees (and/or those of your agents, Sub-Grantees, contractors and/or sub-contractors) with responsibility for the delivery of the Project or for making decisions relating to the policy, strategy or delivery of the Project have been convicted of any criminal offence (other than those spent under the Rehabilitation of Offenders Act 1974);
2.1.9 you have disclosed to us all information which it might reasonably be thought might influence us in awarding the Grant to you or determining the amount of the Maximum Sum;
(a) The Maximum Sum is granted to the Grantee to cover all costs Eligible Costs associated with the delivery of the Project, and no additional costs should be requested by the Grantee from either Sub-Grantees or Participants and/or Beneficiary Organisations to contribute to the overall cost of delivering or administering the Project.
(b) Any costs found to be requested by the Grantee from either Sub- Grantees, sub-contractors or Participants and/or Beneficiary Organisations for any reason will be considered to be a contribution to the overall Maximum Sum of the Project, and the GLA will reduce the Maximum Sum accordingly, in line with clause 22.8.
2.1.10 no person having any charge or other form of security over your assets has enforced or started to enforce or given notice of an intention to enforce such security;
2.1.11 you are not aware, after due enquiry, of anything which materially threatens the delivery and completion of the Project in accordance with this Agreement and the Timetable;
2.1.12 no Event of Default has occurred and is continuing;
2.1.13 you have sufficient resources, including competent and qualified personnel, financial resources, premises and other resources as necessary, to achieve the Outputs and Results in accordance with the Timetable;
2.1.14 you will not not, without our prior written consent make any changes to the Project, the Agreed Proposal or the Timetable. You will also not make any changes to your memorandum and articles of association, constitution or rules (as the case may be) that may affect your delivery of the Project without our prior written consent and you will notify us as soon as possible of any changes to the composition of your executive, board of directors, members, trustee or governors (as similar);
2.1.15 any information you provide to us or our representatives in the future relating to this Agreement or the Project, including (without limitation) information contained in any claim for payment or in the De Minimis Aid Disclosure Form (if applicable), will be true, complete and accurate and not misleading in any way;
2.1.16 you have fully considered and, where appropriate, have taken professional advice in relation to the VAT treatment of payments (i) to be made to you by us under this Agreement; and (ii) to be made by you to Sub-Grantees and sub- contractors in connection with the Project.
2.1.17 you will abide by and keep up to date with all European Social Fund (ESF) requirements as specified by the European Commission from time to time, the current version(s) of which are published on xxxxx://xxx.xxx.xx/guidance/england-2014-to-2020-european-structural-and- investment-funds
2.1.18 you will read and comply with all requirements detailed in the Delivery Handbook set out at Schedule 7 to this Agreement (as amended from time to time); and
2.1.19 you will at all times, including after the Project End Date: (a) act in good faith towards us and Participants and/or Beneficiary Organisations in the Project; and (b) ensure that you (your employees, agents or contractors) do not by act or omission bring us or the ESF into disrepute.
2.2 The representations and undertakings in clause 2.1 will be deemed to be repeated by you when each claim for an instalment of Xxxxx is submitted pursuant to clause 22 (Payments of Grant) as if made with reference to the facts and circumstances existing at the date of submission of such claim and you acknowledge that we have relied on and will rely on this information in agreeing to pay the Grant and each instalment of it.
2.3 If you discover that any information given by you or on your behalf to us or our representatives in connection with the Project including any information contained in the Agreed Proposal, any claim for payment or the De Minimis Aid Disclosure Form (if applicable) was, or has subsequently become, inaccurate, incorrect, incomplete or misleading, you must inform us of that fact immediately, in writing.
2.4 If at any time during the Project Period there is any change in relation to your circumstances such that would cause any of the representations and undertakings set out in clause 2.1 to be breached if they were to be repeated at that time, you must inform us of that fact, immediately in writing.
2.5 Where there are multiple Grantees to this Agreement the Grantees have nominated the Grantee’s Lead Partner, as set out in the Particulars to this Agreement, to be responsible for receiving and administrating the Grant and for the day to day management of the obligations of the Grantees under this Agreement including, without limitation, the co-ordinating of all the relevant documents and other obligations of the Grantees to the GLA under this Agreement provided always that all of the Grantees hereby acknowledge and agree that this appointment of the Xxxxxxx’s Lead Partner is for administration purposes only and does not in any way absolve any Grantees including the Lead Partner of their joint and several liability under this Agreement
Appears in 1 contract
Samples: Grant Agreement
Representations and Undertakings. 2.1 You represent and undertake to us as fundamental conditions of this Agreement that:
2.1.1 you are validly existing and have the power to enter into this Agreement and that the execution of this Agreement by you has been validly authorised;
2.1.2 the obligations imposed on you under this Agreement constitute valid legal and binding obligations enforceable against you in accordance with these terms;
2.1.3 neither the execution of this Agreement by you nor the performance of any of its obligations under it will:
(a) conflict with or result in any breach of any law or enactment or any deed, agreement or other instrument, obligation or duty by or to which you are bound; or
(b) exceed any limitation on any of your powers or on the right or ability of your directors or officers to exercise such powers;
2.1.4 you are not in default under any law or regulatory obligation or under any deed, agreement, other instrument, obligation or duty by or to which you are bound so as to adversely affect your ability to perform your obligations under this Agreement;
2.1.5 all Consents and Accreditations (if any) required in connection with the execution, delivery, issue, validity or enforceability of this Agreement and the lawful and proper carrying out of the Project and/or to enable you to award qualifications to participants (where Project Beneficiaries(where appropriate to the Project Activities) have been obtained and have not been withdrawn and all such Consents and Accreditations shall be maintained and complied with during the Project Period (and thereafter to the extent required by law);
2.1.6 no litigation, nor any administrative or arbitration proceedings before any court, tribunal, Government authority or arbitrator are taking place, pending or (to your knowledge, information and belief) are threatened against you, or against any of your assets, which might have a material adverse effect on your business, assets, condition or operations, or might affect adversely your ability to perform your obligations under this Agreement;
2.1.7 all information documents and accounts submitted by you or on your behalf to us for appraisal in relation to the Project and/or created for the purposes of this Agreement including (without limitation) information contained in the Agreed Proposal and De Minimis Aid Disclosure Form (if applicable) were, when given, and continue to be true, complete and accurate and not misleading. In addition, addition no change has occurred since the date on which such information was given which renders the same untrue, incomplete, inaccurate or misleading in any respect, and there has been no material adverse change in your business, assets, operations or prospects since such information was given;
2.1.8 none of your office holders, directors, officers, shareholders, managers or senior employees (and/or those of your agents, Sub-Grantees, contractors and/or sub-contractors) with responsibility for the delivery of the Project or for making decisions relating to the policy, strategy or delivery of the Project have been convicted of any criminal offence (other than those spent under the Rehabilitation of Offenders Act 1974);
2.1.9 you have disclosed to us all information which it might reasonably be thought might influence us in awarding the Grant to you or determining the amount of the Maximum Sum;
(a) The Maximum Sum is granted to the Grantee to cover all costs associated with the delivery of the Project, and no additional costs should be requested by the Grantee from either Sub-Grantees or Participants and/or Beneficiary Organisations Project Beneficiaries to contribute to the overall cost of delivering or administering the Project.
(b) Any costs found to be requested by the Grantee from either Sub- Grantees, sub-contractors Grantees or Participants and/or Beneficiary Organisations Project Beneficiaries for any reason will be considered to be a contribution to the overall Maximum Sum of the Project, and the GLA will reduce the Maximum Sum accordingly, in line with clause 22.8.
2.1.10 no person having any charge or other form of security over your assets has enforced or started to enforce or given notice of an intention to enforce such security;
2.1.11 you are not aware, after due enquiry, of anything which materially threatens the delivery and completion of the Project in accordance with this Agreement and the Timetable;
2.1.12 no Event of Default has occurred and is continuing;
2.1.13 you have sufficient resources, including competent and qualified personnel, financial resources, premises and other resources as necessary, to achieve the Outputs and Results in accordance with the Timetable;
2.1.14 you will not without our prior written consent make any changes to the Project, the Agreed Proposal or the Timetable. You will also not make any changes to your memorandum and articles of association, constitution or rules (as the case may be) that may affect your delivery of the Project without our prior written consent and you will notify us as soon as possible of any changes to the composition of your executive, board of directors, members, trustee or governors (as similar);
2.1.15 any information you provide to us or our representatives in the future relating to this Agreement or the Project, including (without limitation) information contained in any claim for payment or in the De Minimis Aid Disclosure Form (if applicable), will be true, complete and accurate and not misleading in any way;
2.1.16 you have fully considered and, where appropriate, have taken professional advice in relation to the VAT treatment of payments (i) to be made to you by us under this Agreement; and (ii) to be made by you to Sub-Grantees and sub- contractors subcontractors in connection with the Project.
2.1.17 you will abide by and keep up to date with all European Social Fund (ESF) requirements as specified by the European Commission from time to time, the current version(s) of which are published on xxxxx://xxx.xxx.xx/guidance/england-2014-to-2020-european-structural-and- investment-fundsxxxx://xxx.xxx.xxx.xx/esf/resources/guidance/;
2.1.18 you will read and comply with all requirements detailed in the Delivery Handbook set out at Schedule 7 to this Agreement (as amended from time to time); and
2.1.19 you will at all times, including after the Project End Date: (a) act in good faith towards us and Participants and/or Beneficiary Organisations Project Beneficiaries participating in the Project; and (b) ensure that you (your employees, agents or contractors) do not by act or omission bring us or the ESF into disrepute.
2.2 The representations and undertakings in clause 2.1 will be deemed to be repeated by you when each claim for an instalment of Xxxxx is submitted pursuant to clause 22 (Payments of Grant) as if made with reference to the facts and circumstances existing at the date of submission of such claim and you acknowledge that we have relied on and will rely on this information in agreeing to pay the Grant and each instalment of it.
2.3 If you discover that any information given by you or on your behalf to us or our representatives in connection with the Project including any information contained in the Agreed Proposal, any claim for payment or the De Minimis Aid Disclosure Form (if applicable) was, or has subsequently become, inaccurate, incorrect, incomplete or misleading, you must inform us of that fact immediately, in writing.
2.4 If at any time during the Project Period there is any change in relation to your circumstances such that would cause any of the representations and undertakings set out in clause 2.1 to be breached if they were to be repeated at that time, you must inform us of that fact, immediately in writing.
2.5 Where there are multiple Grantees to this Agreement the Grantees have nominated the Grantee’s Lead Partner, as set out in the Particulars to this Agreement, to be responsible for receiving and administrating the Grant and for the day to day management of the obligations of the Grantees under this Agreement including, without limitation, the co-ordinating of all the relevant documents and other obligations of the Grantees to the GLA under this Agreement provided always that all of the Grantees hereby acknowledge and agree that this appointment of the Xxxxxxx’s Lead Partner is for administration purposes only and does not in any way absolve any Grantees including the Lead Partner of their joint and several liability under this Agreement
Appears in 1 contract
Samples: Grant Agreement
Representations and Undertakings. 2.1 You represent and undertake to us as fundamental conditions of this Agreement that:
2.1.1 you are validly existing and have the power to enter into this Agreement and that the execution of this Agreement by you has been validly authorised;
2.1.2 the obligations imposed on you under this Agreement constitute valid legal and binding obligations enforceable against you in accordance with these terms;
2.1.3 neither the execution of this Agreement by you nor the performance of any of its obligations under it will:
(a) conflict with or result in any breach of any law or enactment or any deed, agreement or other instrument, obligation or duty by or to which you are bound; or
(b) exceed any limitation on any of your powers or on the right or ability of your directors or officers to exercise such powers;
2.1.4 you are not in default under any law or regulatory obligation or under any deed, agreement, other instrument, obligation or duty by or to which you are bound so as to adversely affect your ability to perform your obligations under this Agreement;
2.1.5 all Consents and Accreditations (if any) required in connection with the execution, delivery, issue, validity or enforceability of this Agreement and the lawful and proper carrying out of the Project and/or to enable you to award qualifications to participants (where appropriate to the Project Activities) have been obtained and have not been withdrawn and all such Consents and Accreditations shall be maintained and complied with during the Project Period (and thereafter to the extent required by law);
2.1.6 no litigation, nor any administrative or arbitration proceedings before any court, tribunal, Government authority or arbitrator are taking place, pending or (to your knowledge, information and belief) are threatened against you, or against any of your assets, which might have a material adverse effect on your business, assets, condition or operations, or might affect adversely your ability to perform your obligations under this Agreement;
2.1.7 all information documents and accounts submitted by you or on your behalf to us for appraisal in relation to the Project and/or created for the purposes of this Agreement including (without limitation) information contained in the Agreed Proposal and De Minimis Aid Disclosure Form (if applicable) were, when given, and continue to be true, complete and accurate and not misleading. In addition, addition no change has occurred since the date on which such information was given which renders the same untrue, incomplete, inaccurate or misleading in any respect, and there has been no material adverse change in your business, assets, operations or prospects since such information was given;
2.1.8 none of your office holders, directors, officers, shareholders, managers or senior employees (and/or those of your agents, Sub-Grantees, contractors and/or sub-contractors) with responsibility for the delivery of the Project or for making decisions relating to the policy, strategy or delivery of the Project have been convicted of any criminal offence (other than those spent under the Rehabilitation of Offenders Act 1974);
2.1.9 you have disclosed to us all information which it might reasonably be thought might influence us in awarding the Grant to you or determining the amount of the Maximum Sum;
(a) The Maximum Sum is granted to the Grantee to cover all costs associated with the delivery of the Project, and no additional costs should be requested by the Grantee from either Sub-Grantees or Participants and/or Beneficiary Organisations to contribute to the overall cost of delivering or administering the Project.
(b) Any costs found to be requested by the Grantee from either Sub- Grantees, sub-contractors Grantees or Participants and/or Beneficiary Organisations for any reason will be considered to be a contribution to the overall Maximum Sum of the Project, and the GLA will reduce the Maximum Sum accordingly, in line with clause 22.8.
2.1.10 no person having any charge or other form of security over your assets has enforced or started to enforce or given notice of an intention to enforce such security;
2.1.11 you are not aware, after due enquiry, of anything which materially threatens the delivery and completion of the Project in accordance with this Agreement and the Timetable;
2.1.12 no Event of Default has occurred and is continuing;
2.1.13 you have sufficient resources, including competent and qualified personnel, financial resources, premises and other resources as necessary, to achieve the Outputs and Results in accordance with the Timetable;
2.1.14 you will not without our prior written consent make any changes to the Project, the Agreed Proposal or the Timetable. You will also not make any changes to your memorandum and articles of association, constitution or rules (as the case may be) that may affect your delivery of the Project without our prior written consent and you will notify us as soon as possible of any changes to the composition of your executive, board of directors, members, trustee or governors (as similar);
2.1.15 any information you provide to us or our representatives in the future relating to this Agreement or the Project, including (without limitation) information contained in any claim for payment or in the De Minimis Aid Disclosure Form (if applicable), will be true, complete and accurate and not misleading in any way;
2.1.16 you have fully considered and, where appropriate, have taken professional advice in relation to the VAT treatment of payments (i) to be made to you by us under this Agreement; and (ii) to be made by you to Sub-Grantees and sub- contractors subcontractors in connection with the Project.
2.1.17 you will abide by and keep up to date with all European Social Fund (ESF) requirements as specified by the European Commission from time to time, the current version(s) of which are published on xxxxx://xxx.xxx.xx/guidance/england-2014-to-2020-european-structural-and- investment-fundsxxxx://xxx.xxx.xxx.xx/esf/resources/guidance/;
2.1.18 you will read and comply with all requirements detailed in the Delivery Partner ESF Handbook set out at Schedule 7 Annexure I to this Agreement (as amended from time to time); and
2.1.19 you will at all times, including after the Project End Date: (a) act in good faith towards us and Participants and/or Beneficiary Organisations participants in the Project; and (b) ensure that you (your employees, agents or contractors) do not by act or omission bring us or the ESF into disrepute.
2.2 The representations and undertakings in clause 2.1 will be deemed to be repeated by you when each claim for an instalment of Xxxxx is submitted pursuant to clause 22 (Payments of Grant) as if made with reference to the facts and circumstances existing at the date of submission of such claim and you acknowledge that we have relied on and will rely on this information in agreeing to pay the Grant and each instalment of it.
2.3 If you discover that any information given by you or on your behalf to us or our representatives in connection with the Project including any information contained in the Agreed Proposal, any claim for payment or the De Minimis Aid Disclosure Form (if applicable) was, or has subsequently become, inaccurate, incorrect, incomplete or misleading, you must inform us of that fact immediately, in writing.
2.4 If at any time during the Project Period there is any change in relation to your circumstances such that would cause any of the representations and undertakings set out in clause 2.1 to be breached if they were to be repeated at that time, you must inform us of that fact, immediately in writing.
2.5 Where there are multiple Grantees to this Agreement the Grantees have nominated the Grantee’s Lead Partner, as set out in the Particulars to this Agreement, to be responsible for receiving and administrating the Grant and for the day to day management of the obligations of the Grantees under this Agreement including, without limitation, the co-ordinating of all the relevant documents and other obligations of the Grantees to the GLA under this Agreement provided always that all of the Grantees hereby acknowledge and agree agreed that this appointment of the XxxxxxxGrantee’s Lead Partner is for administration purposes only and does not in any way absolve any Grantees including the Lead Partner of their joint and several liability under this Agreement
Appears in 1 contract
Samples: Grant Agreement
Representations and Undertakings. 2.1 You represent 6.1 By executing this Agreement, the Partner xxxxxx confirms, represents and undertake to us as fundamental conditions of this Agreement warrants that:
2.1.1 you are 6.1.1 In case of corporate entity - it is a company duly organized and validly existing under the laws of its country of incorporation;
6.1.2 it has the full capacity and have the power to enter into this Agreement and that the execution of this Agreement by you has been validly authorised;
2.1.2 the obligations imposed on you under this Agreement constitute valid legal and binding obligations enforceable against you in accordance with these terms;
2.1.3 neither the execution of this Agreement by you nor the performance of any of perform its obligations under it will:
(a) conflict with or result in any breach of any law or enactment or any deed, agreement or other instrument, obligation or duty by or to which you are bound; or
(b) exceed any limitation on any of your powers or on the right or ability of your directors or officers to exercise such powers;
2.1.4 you are not in default under any law or regulatory obligation or under any deed, agreement, other instrument, obligation or duty by or to which you are bound so as to adversely affect your ability to perform your obligations under this Agreement;
2.1.5 , including any requisite authorizations applicable to it in order to offer the Partner Services, and has taken all Consents and Accreditations (if any) required in connection with necessary action to authorize the execution, delivery, issue, validity or enforceability of this Agreement delivery and the lawful and proper carrying out performance of the Project and/or to enable you to award qualifications to participants (where appropriate to the Project Activities) have been obtained and have not been withdrawn and all such Consents and Accreditations shall be maintained and complied with during the Project Period (and thereafter to the extent required by law);
2.1.6 no litigation, nor any administrative or arbitration proceedings before any court, tribunal, Government authority or arbitrator are taking place, pending or (to your knowledge, information and belief) are threatened against you, or against any of your assets, which might have a material adverse effect on your business, assets, condition or operations, or might affect adversely your ability to perform your obligations under this Agreement;
2.1.7 6.1.3 by entering into this Agreement, the Partner will not breach any current or future obligation that the Partner have, or may have, with any third party;
6.1.4 all information documents and accounts submitted by you or on your behalf to us for appraisal in relation to the Project and/or created for the purposes of this Agreement including (without limitation) information contained in the Agreed Proposal and De Minimis Aid Disclosure Form (if applicable) were, when givenit has provided, and continue will provide, to be OANDA is true, accurate, complete and accurate and not misleading. In addition, no change has occurred since the date on which such and it shall notify OANDA if any information was given which renders the same untrue, incompletein its application form or otherwise provided to OANDA changes or is false, inaccurate or misleading in any respect, respect and there has been no material adverse change in your business, assets, operations or prospects since shall update such information was given;
2.1.8 none of your office holders, directors, officers, shareholders, managers or senior employees without undue delay (and/or those of your agents, Sub-Grantees, contractors and/or sub-contractors) with responsibility for and in any case no later than 7 days from the delivery date of the Project or for making decisions relating to the policy, strategy or delivery of the Project have been convicted of any criminal offence (other than those spent under the Rehabilitation of Offenders Act 1974change);
2.1.9 you 6.1.5 the Partner and its shareholders, Board of Directors and key employees have disclosed not been subject to us any legal or regulatory investigations or been subject to any sanctions or fines or other penalties for breaches of Applicable Law;
6.1.6 the Partner is not bankrupt or subject to any administrative, insolvency order, tax or other proceedings;
6.1.7 the Partner has not been convicted for any criminal activity or been subject to any sanctions, regulatory or other investigations, for unlawful or unethical conduct or breach of Applicable Law other than minor traffic offenses (not related to the performance of this Agreement);
6.1.8 it shall obtain OANDA’s prior written consent for all information websites and communication channels from which it might reasonably be thought might influence us is referring Potential Customers to OANDA’s website and shall regularly update such information;
6.1.9 it shall comply with Applicable Law in awarding connection with the Grant promotion and referrals to you or determining the amount OANDA’s websites and use of the Maximum Sum;
(a) The Maximum Sum is granted to the Grantee to cover all costs associated with the delivery of the Project, and no additional costs should be requested by the Grantee from either Sub-Grantees or Participants and/or Beneficiary Organisations to contribute to the overall cost of delivering or administering the Project.
(b) Any costs found to be requested by the Grantee from either Sub- Grantees, sub-contractors or Participants and/or Beneficiary Organisations for any reason will be considered to be a contribution to the overall Maximum Sum of the Project, and the GLA will reduce the Maximum Sum accordingly, in line with clause 22.8.
2.1.10 no person having any charge or other form of security over your assets has enforced or started to enforce or given notice of an intention to enforce such security;
2.1.11 you are not aware, after due enquiry, of anything which materially threatens the delivery and completion of the Project in accordance with this Agreement and the Timetable;
2.1.12 no Event of Default has occurred and is continuing;
2.1.13 you have sufficient resources, including competent and qualified personnel, financial resources, premises and other resources as necessary, to achieve the Outputs and Results Marketing Materials in accordance with the Timetableterms of this Agreement;
2.1.14 you 6.1.10 it shall not do anything or fail to do anything which would or may constitute a breach of Applicable Law;
6.1.11 it shall promptly notify OANDA of any investigations or proceedings that are initiated against it including any regulatory investigation of a regulatory authority in any jurisdiction and whether or not related to Partner Services;
6.1.12 if required by Applicable Law, it has disclosed its practices for receiving Fees to Target Customers and such Target Customers have consented in writing to the Partner receipt of such Fees;
6.1.13 if required by Applicable Law, it shall periodically provide Target Customers with a statement describing the amount of Fees that it has received in relation to each such Target Customer’s accounts;
6.1.14 it is familiar with Applicable Law and operates its business in compliance therewith;
6.1.15 it shall comply with any request(s) from any regulatory authority to which OANDA (or its Connected Persons) are subject, whether such request comes directly from the relevant regulatory authority or from OANDA;
6.1.16 it shall disclose to OANDA any information of which it is aware that may affect the relationship OANDA may or does have with any Target Customer;
6.1.17 it shall not issue any advertisement or distribute any promotional material, whether on the internet or otherwise, about OANDA except OANDA’s own promotional material without OANDA’s prior written consent, and any advertisement that, directly or indirectly, promotes the OANDA Services will be fair and not misleading (clearly identifying OANDA) and will include the appropriate risk warning (where required by Applicable Law);
6.1.18 it shall only advertise the OANDA Services to Potential Customers of good reputation and good standing, and whose assets are, to the best of the Partner’s knowledge, not of illegal origin;
6.1.19 it shall not contact Potential Customers without our a valid legal basis for contact and shall conduct marketing activities in accordance with Applicable Law;
6.1.20 it shall provide a manner for Potential Customers to unsubscribe to the Partner Services, allowing them to opt out of receiving communications from the Partner in accordance with Applicable Law;
6.1.21 it shall not use high pressure sales tactics or similar techniques with respect to Target Customers, nor solicit any Target Customers to place trades;
6.1.22 it shall not accept any funds from Target Customers or trade on their behalf;
6.1.23 it shall not support Target Customers with any technical or other matters associated with the Target Customers’ trading with OANDA;
6.1.24 it shall not use malware, spyware techniques, peer-to-peer distribution methods and paid to clicks networks, or doorway pages opening the OANDA website, or use any other aggressive advertising or marketing methods in any of its dealings relating to the Agreement;
6.1.25 it shall not provide or offer to Target Customers any investment, tax, legal or any other advice, opinion or information (whether oral, written, and regardless of the method of its delivery); and
6.1.26 it shall not represent to any Target Customer or otherwise create an impression that such Target Customer is guaranteed any profits by OANDA.
6.2 In the event of termination of this Agreement for any reason, the Partner shall promptly destroy all of the information and materials supplied by OANDA in respect of this Agreement, or any material used by the Partner to promote OANDA delivered or accepted by OANDA, in any form, including but not limited to banners, graphics, images, artwork or text links and any similar or derived form (the “Marketing Materials”), or any parts thereof, that may then be in its possession in any form and in any medium, and the Partner shall remove any Marketing Materials from any website operated by the Partner or any third party website on which the Marketing Materials may have been published or used and shall deactivate any links maintained by the Partner to the OANDA website. For the avoidance of doubt, any permissions granted under this Agreement shall have no force or effect as of the Termination Date.
6.3 The Partner shall not promote OANDA or use the Marketing Materials on any website engaged, directly or indirectly, in conduct that OANDA, in its sole discretion, deems to be illegal, improper, unfair or otherwise adverse to the operation or reputation of OANDA, including without limitation, directly or indirectly:
6.3.1 in the operation of an illegal business;
6.3.2 in an illegal activity or offering of any illegal good or service;
6.3.3 containing or promoting content that is libelous, defamatory, obscene, abusive, violent, bigoted, hate-oriented, illegal, pornographic or that links to a website that does so;
6.3.4 in indiscriminate or unsolicited commercial advertising emails;
6.3.5 involving placing links to the OANDA website in spam or unsolicited promotions, banner networks, counters, guest books, internet relay chat channels or through similar Internet resources; or
6.3.6 causing or enabling any transactions to be executed through Fraudulent Traffic.
6.4 The Partner shall not actively target any marketing activities relating to OANDA to persons under the age of 18.
6.5 The Partner shall not use any Confidential Information to market or promote any entity, individual, or website other than OANDA.
6.6 The Partner shall not utilize any third party’s intellectual property (included, but not limited to, trademarks) without proper authorization.
6.7 The Partner shall not market directly or indirectly to Target Customers on any website through which OANDA actively promotes the OANDA Services and/or in any manner which OANDA deems in its sole discretion competes with OANDA.
6.8 The Partner shall provide to OANDA immediately upon request copies of all materials issued to Target Customers in connection with this Agreement.
6.9 Without prejudice to the foregoing, the Partner shall provide to OANDA such information as OANDA (or any regulator of OANDA) may request from time to time, including without limitation information concerning the financial status of the Partner and the marketing activities conducted by the Partner pursuant to this Agreement.
6.10 The Partner shall not offer any Target Customers, whether directly or indirectly, any kind of incentive or inducement which would be inconsistent with the Applicable Law.
6.11 The Partner shall not utilize the OANDA website address, legal name (including any variation thereof including any misspelling, modification, or derivative thereof), or register any domain names, keywords, search terms or other identifiers for use in any search engine, portal, sponsored advertising service or other search or referral service that incorporate such terms or any other intellectual property owned by any OANDA Entity. For the avoidance of doubt, any marketing activity regarding OANDA requires the appropriate prior consent from OANDA as per this Agreement.
6.12 The Partner shall not send any solicited or unsolicited marketing communications relating to OANDA via SMS, WhatsApp, Influencers, e- mail, pop-over, pop-under or any similar channel without the prior written consent make any changes of OANDA and shall not engage in indiscriminate or unsolicited commercial advertising emails and SMS referring to the Projectmarketing partner program in breach of Applicable Law.
6.13 The Partner is responsible for notifying OANDA of any malfunctions of the Hyperlink or other problems with its participation in the marketing partner program. The Partner shall not modify or change the Hyperlink. For purposes of determining the Fee only a Hyperlink generated by OANDA will be tracked.
6.14 To the extent permitted by Applicable Law, OANDA provides no warranty and makes no representations that the Agreed Proposal OANDA website, Hyperlink and Marketing Materials are accessible or free of errors, viruses or security threats.
6.15 The Partner undertakes that its marketing activity and any content to be posted or published on the Timetable. You will also Partner’s websites shall not make be directed toward minors or any changes to your memorandum other person who is not part of OANDA stated target market, and articles of association, constitution or rules (as the case may be) that shall not engage in any other practices which may affect your delivery adversely the credibility or reputation of OANDA and the Project OANDA Services, including without our prior written consent limitation promoting sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age and/or any illegal activities or otherwise objectionable content, include material that is in breach of or infringes any intellectual property rights of any third party (including any material copied from third parties without their permission) or including any false, misleading or disparaging representations or statements.
6.16 There must be no changes made to the pre-approved Marketing Materials. The Partner shall submit to OANDA for authorization all websites and you will notify us as soon as possible information channels that the Partner intends to use pursuant to this Agreement. The Partner shall disseminate Marketing Materials using websites and information channels previously approved by OANDA.
6.17 The Partner grants OANDA an unlimited right to audit the Partner with regard to the performance of its obligations under the Agreement with seven (7) days advance notice. The costs of any such audit shall be borne by OANDA. OANDA may inform the Partner of any changes to the composition Partner websites that Partner should make to ensure that the Partner maintains compliance with this Agreement. Failure by the Partner to make the requested changes in accordance with OANDA’s request within a reasonable time (no longer than 14 calendar days) constitutes a material breach of your executive, board of directors, members, trustee or governors (as similar);
2.1.15 any information you provide to us or our representatives in the future relating to this Agreement or the Project, including (without limitation) information contained in any claim for payment or in the De Minimis Aid Disclosure Form (if applicable), and will be true, complete and accurate and not misleading in any way;
2.1.16 you have fully considered and, where appropriate, have taken professional advice in relation allow OANDA to the VAT treatment of payments (i) to be made to you by us under this Agreement; and (ii) to be made by you to Sub-Grantees and sub- contractors in connection with the Project.
2.1.17 you will abide by and keep up to date with all European Social Fund (ESF) requirements as specified by the European Commission from time to time, the current version(s) of which are published on xxxxx://xxx.xxx.xx/guidance/england-2014-to-2020-european-structural-and- investment-funds
2.1.18 you will read and comply with all requirements detailed in the Delivery Handbook set out at Schedule 7 to terminate this Agreement (as amended from time to time); and
2.1.19 you will at all times, including after the Project End Date: (a) act in good faith towards us and Participants and/or Beneficiary Organisations in the Project; and (b) ensure that you (your employees, agents or contractors) do not by act or omission bring us or the ESF into disreputewith immediate effect.
2.2 The representations and undertakings in clause 2.1 will be deemed to be repeated by you when each claim for an instalment of Xxxxx is submitted pursuant to clause 22 (Payments of Grant) as if made with reference to the facts and circumstances existing at the date of submission of such claim and you acknowledge that we have relied on and will rely on this information in agreeing to pay the Grant and each instalment of it.
2.3 If you discover that any information given by you or on your behalf to us or our representatives in connection with the Project including any information contained in the Agreed Proposal, any claim for payment or the De Minimis Aid Disclosure Form (if applicable) was, or has subsequently become, inaccurate, incorrect, incomplete or misleading, you must inform us of that fact immediately, in writing.
2.4 If at any time during the Project Period there is any change in relation to your circumstances such that would cause any of the representations and undertakings set out in clause 2.1 to be breached if they were to be repeated at that time, you must inform us of that fact, immediately in writing.
2.5 Where there are multiple Grantees to this Agreement the Grantees have nominated the Grantee’s Lead Partner, as set out in the Particulars to this Agreement, to be responsible for receiving and administrating the Grant and for the day to day management of the obligations of the Grantees under this Agreement including, without limitation, the co-ordinating of all the relevant documents and other obligations of the Grantees to the GLA under this Agreement provided always that all of the Grantees hereby acknowledge and agree that this appointment of the Xxxxxxx’s Lead Partner is for administration purposes only and does not in any way absolve any Grantees including the Lead Partner of their joint and several liability under this Agreement
Appears in 1 contract
Samples: Marketing Partner Agreement
Representations and Undertakings. 2.1 You confirm, represent and undertake to us as fundamental conditions of this warrant on the date on which you enter into the Agreement and on eachdate on which the payment under the Agreement is maid, that:
2.1.1 you are validly existing 5.1 You shall, at all times, act in good faith for and towards the Company and exercise due care, skill and diligence when carrying out the services and any other activities contemplated by thisAgreement;
5.2 You have the power to enter into this and perform the obligations under the Agreement and that have taken all the execution necessary actions to authorise the execution, delivery and performance of this Agreement by you has been validly authorisedit;
2.1.2 5.3 You shall not do anything or omit to do anything, matter or thing, that you know or reasonablyought to have known that is likely to result or may constitute a breach of any laws or regulationsapplicable to You in any jurisdiction (including all applicable rules and regulations relating to anti-bribery and anti- corruption) (the obligations imposed “Regulations”), or which would or may result in the Company breaching any such Regulations, and by entering into the Agreement it does not breach or violate any Regulations, exchange rules or other contractual agreements or obligations;
5.4 You shall not take or omit to take any action which you know or reasonably ought to know thatit is likely to prejudice or to bring into disrepute in any manner the Company or any of its relatedentities or their businesses;
5.5 You have all regulatory approvals, permissions, licences and consents required by the Regulations for your performance of the Agreement and will, on you request, provide evidence of such authorisation and/or licencing;
5.6 You shall promptly notify us if there are any changes in your status or authorisation;
5.7 You shall promptly notify us if You receive any court proceedings, subpoenas or claims, for anytype of claim; and You shall promptly notify us of any investigations or legal proceedings that have been initiated by or against You and which may affect its performance under this Agreement constitute valid legal Agreement
5.8 where required by law and binding obligations enforceable against the Company, you shall disclose your practices for receiving paymentto each Referred Customer and each such Referred Customers shall consent in accordance writing to the receipt of such payment; And where required by law and the Company, you will provide each Referred Customer with these termsa statement describing the amount of payment you received in relationto the relevant accounts of the relevant referred customers, upon request of such Referred Customer and as required by law;
2.1.3 neither 5.9 You shall comply with any request(s) from any regulatory authority which the execution Company (or its Affiliates) are subject to, regardless of this Agreement by you nor whether such request comesdirectly from the relevant regulatory authority or from the Company;
5.10 You shall comply with all requests from the Company in respect of the performance of the Agreement;
5.11 You shall disclose any of its obligations under it will:
(a) conflict with or result in any breach of any law or enactment or any deedinformation, agreement or other instrument, obligation or duty by or to which you are bound; or
(b) exceed aware of, that may affect your relationship with us and may or does have with any limitation on any of your powers or on the right or ability of your directors or officers to exercise such powersReferred Customer;
2.1.4 you are 5.12 You shall not in default under share any law Commission with any Referred Customer or regulatory obligation any other third party directly or under indirectly, including entering into any deedkind of rake-back deal, agreement, other instrument, obligation or duty by or to which you are bound so as to adversely affect your ability to perform your obligations under this Agreement;
2.1.5 all Consents and Accreditations (if any) required in connection with the execution, delivery, issue, validity or enforceability of this Agreement and the lawful and proper carrying out of the Project and/or to enable you to award qualifications to participants (where appropriate to the Project Activities) have been obtained and have not been withdrawn and all such Consents and Accreditations shall be maintained and complied with during the Project Period (and thereafter to the extent required by law);
2.1.6 no litigation, nor any administrative or arbitration proceedings before any court, tribunal, Government authority or arbitrator are taking place, pending or (to your knowledge, information and belief) are threatened against youarrangement for payment, or against any of your assets, other incentive which might have a material adverse effect on your business, assets, condition or operations, or might affect adversely your ability to perform your obligations under this Agreement;
2.1.7 all information documents and accounts submitted by you or on your behalf to us for appraisal in relation to the Project and/or created for the purposes of this Agreement including (without limitation) information contained in the Agreed Proposal and De Minimis Aid Disclosure Form (if applicable) were, when given, and continue to be true, complete and accurate and not misleading. In addition, no change has occurred since the date on which such information was given which renders the same untrue, incomplete, inaccurate or misleading in any respect, and there has been no material adverse change in your business, assets, operations or prospects since such information was given;
2.1.8 none of your office holders, directors, officers, shareholders, managers or senior employees (and/or those of your agents, Sub-Grantees, contractors and/or sub-contractors) with responsibility for the delivery of the Project or for making decisions relating to the policy, strategy or delivery of the Project have been convicted of any criminal offence (other than those spent under the Rehabilitation of Offenders Act 1974);
2.1.9 you have disclosed to us all information which it might reasonably be thought might influence us in awarding the Grant to you or determining the amount of the Maximum Sum;
(a) The Maximum Sum is granted to the Grantee to cover all costs associated with the delivery of the Project, and no additional costs should be requested by the Grantee from either Sub-Grantees or Participants and/or Beneficiary Organisations to contribute to the overall cost of delivering or administering the Project.
(b) Any costs found to be requested by the Grantee from either Sub- Grantees, sub-contractors or Participants and/or Beneficiary Organisations for any reason will may be considered to be a contribution ‘fee sharing arrangement’, ‘commission’, or ‘soft dollar’ compensation between You and the Referred Customer;
5.13 You shall not hold, directly or indirectly, any money or assets of Referred Customers;
5.14 You shall not, during the term of this Agreement, refer customers to any other provider (competitor of the Company), and shall not market or otherwise promote any other such provider’s services or products;
5.15 You shall not engage in, or procure or encourage any third party and/or Customer to engage in,any activity or behaviour which is illegal, is in bad faith, is not in the spirit of the terms of the Agreement or otherwise takes unfair advantage of our services or our obligations under the Agreement, whether or not it causes harm or loss to the overall Maximum Sum of the Project, and the GLA will reduce the Maximum Sum accordingly, in line with clause 22.8.
2.1.10 no person having any charge or other form of security over your assets has enforced or started to enforce or given notice of an intention to enforce such securityCompany;
2.1.11 you are not aware, after due enquiry, of anything which materially threatens the delivery and completion of the Project in accordance with this Agreement and the Timetable;
2.1.12 no Event of Default has occurred and is continuing;
2.1.13 you have sufficient resources, including competent and qualified personnel, financial resources, premises and other resources as necessary, to achieve the Outputs and Results in accordance with the Timetable;
2.1.14 you will not without our prior written consent make any changes to the Project, the Agreed Proposal or the Timetable. 5.16 You will also shall not make any changes to your memorandum and articles of associationstatement that is defamatory, constitution disparaging or rules (as the case may be) that may affect your delivery derogatory of the Project without our prior written consent and Company nor shall you do, omit to do, nor permit to be done any act that will notify us as soon as possible of any changes or mayweaken, damage or be detrimental to the composition of your executive, board of directors, members, trustee Company or governors (as similar);
2.1.15 any information you provide to us or our representatives in the future relating to this Agreement its related entities or the Projectreputation or goodwill association with the Company, including (its businesses and/or its trademarks; This clause shall survive also the termination of this Agreement.
5.17 You shall not issue any advertisement, distribute any promotional material or offer any customerpromotion, whether on the internet or otherwise, in respect of the Company, without limitation) information contained in any claim for payment the Company’s express written consent. Any advertisement that, directly or in the De Minimis Aid Disclosure Form (if applicable)indirectly, will promotes our services shall be true, complete and accurate fair and not misleading in any wayand shall include the appropriate risk warnings and shall ensure a prior approval of the Company;
2.1.16 you have fully considered and5.18 You shall not target any marketing activities at: (a) persons under the age of 18; or (b) citizens or residents of countries on the Company’s “Not Acceptable Countries” lists, where appropriate, have taken professional advice in relation to the VAT treatment of payments (i) to be made to you by us under this Agreement; and (ii) to be made by you to Sub-Grantees and sub- contractors in connection with the Project.
2.1.17 you will abide by and keep up to date with all European Social Fund (ESF) requirements as specified provided by the European Commission Company and/or as notified to You from time to time;
5.19 You shall only refer customers whose details it has obtained lawfully, legitimately and in good faith;
5.20 You shall not refer any customer if such referral would, or is likely to, result in You or the current version(s) of which are published on xxxxx://xxx.xxx.xx/guidance/england-2014-to-2020-european-structural-and- investmentCompany breaching any third party contractual or non-funds
2.1.18 you will read and comply with all requirements detailed in the Delivery Handbook set out at Schedule 7 to this Agreement (as amended from time to time)contractual arrangements including anynon-solicitation, non- enticement or non-compete agreements or any confidentiality arrangements; and
2.1.19 you will at all times5.21 You shall only refer customers of good reputation and good standing, including after the Project End Date: (a) act in good faith towards us and Participants and/or Beneficiary Organisations in the Project; and (b) ensure that you (your employeeswhose assets are, agents or contractors) do not by act or omission bring us or the ESF into disrepute.
2.2 The representations and undertakings in clause 2.1 will be deemed to be repeated by you when each claim for an instalment of Xxxxx is submitted pursuant to clause 22 (Payments of Grant) as if made with reference to the facts and circumstances existing at the date best of submission your knowledge not of such claim and you acknowledge that we have relied on and will rely on this information in agreeing to pay the Grant and each instalment of itillegal origin.
2.3 If you discover that any information given by you or on your behalf to us or our representatives in connection with the Project including any information contained in the Agreed Proposal, any claim for payment or the De Minimis Aid Disclosure Form (if applicable) was, or has subsequently become, inaccurate, incorrect, incomplete or misleading, you must inform us of that fact immediately, in writing.
2.4 If at any time during the Project Period there is any change in relation to your circumstances such that would cause any of the representations and undertakings set out in clause 2.1 to be breached if they were to be repeated at that time, you must inform us of that fact, immediately in writing.
2.5 Where there are multiple Grantees to this Agreement the Grantees have nominated the Grantee’s Lead Partner, as set out in the Particulars to this Agreement, to be responsible for receiving and administrating the Grant and for the day to day management of the obligations of the Grantees under this Agreement including, without limitation, the co-ordinating of all the relevant documents and other obligations of the Grantees to the GLA under this Agreement provided always that all of the Grantees hereby acknowledge and agree that this appointment of the Xxxxxxx’s Lead Partner is for administration purposes only and does not in any way absolve any Grantees including the Lead Partner of their joint and several liability under this Agreement
Appears in 1 contract
Samples: Referring Services Agreement
