Common use of Representations and Undertakings Clause in Contracts

Representations and Undertakings. Section 1.1 Each party represents and warrants to the other, with respect to this Agreement and each Option as follows: (a) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (b) it has the power to execute and deliver this Agreement and to perform its obligations under this Agreement and has taken all action necessary to authorize such execution and delivery and performance; (c) this Agreement constitutes a legal, valid and binding obligation of it, enforceable against it in accordance with its terms (subject to applicable insolvency or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application); (d) it is entering into this Agreement for its own account as principal, and no other person has a direct or indirect beneficial interest in any Option acquired by it hereunder (for the avoidance of doubt, ownership of the equity interests in a person shall not constitute a direct or indirect beneficial interest in the assets and liabilities of such person for purposes of this representation); (e) the other party is not acting as a fiduciary, financial or investment advisor for it; (f) it is not relying upon any representations (whether written or oral) of the other party other than the representations expressly set forth in this Agreement; (g) it has consulted with its own legal, regulatory, tax, business, investment, financial, and accounting advisors to the extent it has deemed necessary, and it has made its own investment, hedging, and trading decisions based upon its own judgment and upon any advice from such advisors as it has deemed necessary and not upon any view expressed by the other party; and (h) no event has occurred or circumstance arisen which constitutes an Event of Default in respect of it. Section 1.2 Optionee understands and agrees that Optionor is not, and will not be, obligated under any circumstances to repurchase any Option. Optionor may, at its discretion and with the consent of the Optionee, offer to repurchase the Option at any time before the Expiration Date. Optionor understands and agrees that Optionee is not, and will not be, obligated under any circumstances to agree to resell the Option pursuant to any such offer to repurchase.

Representations and Undertakings. Section 1.1 Each party The Supplier warrants, represents and warrants undertakes to the otherCustomer that: it has full capacity and authority and all necessary consents, with respect licences, permissions (statutory, regulatory, contractual or otherwise) to this Agreement enter into and each Option as follows: (a) it is duly organized and validly existing perform its obligations under the laws Legal Services Contract; the Legal Services Contract is executed by a duly authorised representative of the jurisdiction Supplier; in entering the Legal Services 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 Legal Services Contract (if applicable) are true, accurate and not misleading save as specifically disclosed in writing to the Customer prior to execution of the Legal Services 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 organization; (b) knowledge and belief, pending or threatened against it has the power to execute and deliver this Agreement and or its assets which will or might affect its ability to perform its obligations under this Agreement the Legal Services 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 Legal Services 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 Legal Services Contract; no proceedings or other steps have been taken and not discharged or dismissed (nor, to the 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 shall continue to take all action necessary to authorize such execution and delivery and performance; (c) this Agreement constitutes a legalsteps, valid and binding obligation of it, enforceable against it in accordance with its terms (subject to applicable insolvency or similar laws affecting creditors’ rights generally and subject, as to enforceabilityGood Industry Practice, to equitable principles prevent the unauthorised use of, modification, access, introduction, creation or propagation of general applicationany 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 (dheld in electronic form) owned by or under the control of, or used by, the Customer; and it owns, has obtained or is entering into able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Legal Services Contract and shall maintain the same in full force and effect for so long as is necessary for the proper provision of the Legal Services Contract Services. The Supplier warrants, represents and undertakes to the Customer that: it has read and fully understood the Order Form and these Terms and Conditions and is capable of performing the Ordered Panel Services in all respects in accordance with the Legal Services Contract; the Supplier and each of its Sub-Contractors has all personnel, equipment and experience necessary for the proper performance of the Ordered Panel Services; and it will at all times: perform its obligations under the Legal Services Contract with all reasonable care, skill and diligence and in accordance with Good Industry Practice; comply with all the KPIs; carry out the Ordered Panel Services within the timeframe agreed with the Customer; and without prejudice to its obligations under Clause 5 (Personnel), ensure to the satisfaction of the Customer that the Ordered Panel Services are provided and carried out by such appropriately qualified, skilled and experienced personnel as are necessary for the proper performance of the Ordered Panel Services. The Supplier shall promptly notify the Customer in writing: of any material detrimental change in the financial standing and/or credit rating of the Supplier; if the Supplier undergoes a Change of Control; and provided this Agreement for its own account as principaldoes not contravene any Law, and no other person has of any circumstances suggesting that a direct Change of Control is planned or indirect beneficial interest in any Option acquired by it hereunder (for contemplation. For the avoidance of doubt, ownership of the equity interests in fact that any provision within the Legal Services Contract is expressed as a person warranty shall not constitute a direct or indirect beneficial interest in preclude any right of termination the assets and liabilities of such person for purposes of this representation); (e) the other party is not acting as a fiduciary, financial or investment advisor for it; (f) it is not relying upon any representations (whether written or oral) of the other party other than the representations expressly set forth in this Agreement; (g) it has consulted with its own legal, regulatory, tax, business, investment, financial, and accounting advisors to the extent it has deemed necessary, and it has made its own investment, hedging, and trading decisions based upon its own judgment and upon any advice from such advisors as it has deemed necessary and not upon any view expressed by the other party; and (h) no event has occurred or circumstance arisen which constitutes an Event of Default Customer would have in respect of it. Section 1.2 Optionee understands breach of that provision by the Supplier if that provision had not been so expressed. The Supplier acknowledges and agrees that: the warranties, representations and undertakings contained in the Legal Services Contract are material and are designed to induce the Customer into entering into the Legal Services Contract; and the Customer has been induced into entering into the Legal Services Contract and in doing so has relied upon the warranties, representations and undertakings contained in the Legal Services Contract. Where the Customer has stipulated in the Call Off Order Form that Optionor is notthis Legal Service Contract shall be conditional upon receipt of a Call Off Guarantee, then, on or prior to the Call Off Commencement Date or on any other date specified by the Customer, the Supplier shall deliver to the Customer: an executed Call Off Guarantee from a Call Off Guarantor; and will not be, obligated under any circumstances to repurchase any Option. Optionor may, at its discretion and with the consent a certified copy extract of the Optionee, offer to repurchase board minutes and/or resolution of the Option Call Off Guarantor approving the execution of the Call Off Guarantee. The Customer may in its sole discretion at any time before the Expiration Date. Optionor understands and agrees that Optionee is not, and will not be, obligated under any circumstances to agree to resell waive compliance with the Option pursuant to any such offer to repurchase.requirement in Clause 10.6 by giving the Supplier notice in writing. TERMINATION

Representations and Undertakings. Section 1.1 Each party The Supplier warrants, represents and warrants undertakes to the otherCustomer that: it has full capacity and authority and all necessary consents, with respect licences, permissions (statutory, regulatory, contractual or otherwise) to this Agreement enter into and each Option as follows: (a) it is duly organized and validly existing perform its obligations under the laws Legal Services Contract; the Legal Services Contract is executed by a duly authorised representative of the jurisdiction Supplier; in entering the Legal Services 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 Legal Services Contract (if applicable) are true, accurate and not misleading save as specifically disclosed in writing to the Customer prior to execution of the Legal Services 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 organization; (b) knowledge and belief, pending or threatened against it has the power to execute and deliver this Agreement and or its assets which will or might affect its ability to perform its obligations under this Agreement the Legal Services 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 Legal Services 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 Legal Services Contract; no proceedings or other steps have been taken and not discharged or dismissed (nor, to the 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 shall continue to take all action necessary to authorize such execution and delivery and performance; (c) this Agreement constitutes a legalsteps, valid and binding obligation of it, enforceable against it in accordance with its terms (subject to applicable insolvency or similar laws affecting creditors’ rights generally and subject, as to enforceabilityGood Industry Practice, to equitable principles prevent the unauthorised use of, modification, access, introduction, creation or propagation of general applicationany 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 (dheld in electronic form) owned by or under the control of, or used by, the Customer; and it owns, has obtained or is entering into able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Legal Services Contract and shall maintain the same in full force and effect for so long as is necessary for the proper provision of the Legal Services Contract Services. The Supplier warrants, represents and undertakes to the Customer that: it has read and fully understood the Order Form and these Terms and Conditions and is capable of performing the Ordered Panel Services in all respects in accordance with the Legal Services Contract; the Supplier and each of its Sub-Contractors has all personnel, equipment and experience necessary for the proper performance of the Ordered Panel Services; and it will at all times: perform its obligations under the Legal Services Contract with all reasonable care, skill and diligence and in accordance with Good Industry Practice; comply with all the KPIs; carry out the Ordered Panel Services within the timeframe agreed with the Customer; and without prejudice to its obligations under Clause 5 (Personnel), ensure to the satisfaction of the Customer that the Ordered Panel Services are provided and carried out by such appropriately qualified, skilled and experienced personnel as are necessary for the proper performance of the Ordered Panel Services. The Supplier shall promptly notify the Customer in writing: of any material detrimental change in the financial standing and/or credit rating of the Supplier; if the Supplier undergoes a Change of Control; and provided this Agreement for its own account as principaldoes not contravene any Law, and no other person has of any circumstances suggesting that a direct Change of Control is planned or indirect beneficial interest in any Option acquired by it hereunder (for contemplation. For the avoidance of doubt, ownership of the equity interests in fact that any provision within the Legal Services Contract is expressed as a person warranty shall not constitute a direct or indirect beneficial interest in preclude any right of termination the assets and liabilities of such person for purposes of this representation); (e) the other party is not acting as a fiduciary, financial or investment advisor for it; (f) it is not relying upon any representations (whether written or oral) of the other party other than the representations expressly set forth in this Agreement; (g) it has consulted with its own legal, regulatory, tax, business, investment, financial, and accounting advisors to the extent it has deemed necessary, and it has made its own investment, hedging, and trading decisions based upon its own judgment and upon any advice from such advisors as it has deemed necessary and not upon any view expressed by the other party; and (h) no event has occurred or circumstance arisen which constitutes an Event of Default Customer would have in respect of it. Section 1.2 Optionee understands breach of that provision by the Supplier if that provision had not been so expressed. The Supplier acknowledges and agrees that: the warranties, representations and undertakings contained in the Legal Services Contract are material and are designed to induce the Customer into entering into the Legal Services Contract; and the Customer has been induced into entering into the Legal Services Contract and in doing so has relied upon the warranties, representations and undertakings contained in the Legal Services Contract. Where the Customer has stipulated in the Call Off Order Form that Optionor is notthis Call Off Contract shall be conditional upon receipt of a Call Off Guarantee, then, on or prior to the Call Off Commencement Date or on any other date specified by the Customer, the Supplier shall deliver to the Customer: an executed Call Off Guarantee from a Call Off Guarantor; and will not be, obligated under any circumstances to repurchase any Option. Optionor may, at its discretion and with the consent a certified copy extract of the Optionee, offer to repurchase board minutes and/or resolution of the Option Call Off Guarantor approving the execution of the Call Off Guarantee. The Customer may in its sole discretion at any time before the Expiration Date. Optionor understands and agrees that Optionee is not, and will not be, obligated under any circumstances to agree to resell waive compliance with the Option pursuant to any such offer to repurchase.requirement in Clause 10.6 by giving the Supplier notice in writing. TERMINATION

Representations and Undertakings. Section 1.1 Each party The Solicitor warrants, represents and warrants undertakes to the otherClient that: it has full capacity and authority and all necessary consents licences, with respect permissions (statutory, regulatory, contractual or otherwise) to this Agreement enter into and each Option as follows: (a) it is duly organized and validly existing perform its obligations under the laws Contract; the Contract is executed by a duly authorised representative of the jurisdiction Solicitor; 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 Xxxxxxx Xxx 0000; all information, statements and representations contained in the Solicitor’s tender or other submission to the Client for the award of the Contract Services are true, accurate and not misleading save as specifically disclosed in writing to the Client prior to execution of the Contract and it will advise the Client 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 organization; (b) knowledge and belief, pending or threatened against it has the power to execute and deliver this Agreement and or its assets which will or might affect its ability to perform its obligations under this Agreement 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 taken and not discharged or dismissed (nor, to the best of its knowledge, are threatened) for the winding up of the Solicitor 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 Solicitor's assets or revenue; it has taken and shall continue to take all action necessary to authorize such execution and delivery and performance; (c) this Agreement constitutes a legalsteps, valid and binding obligation of it, enforceable against it in accordance with its terms (subject to applicable insolvency or similar laws affecting creditors’ rights generally and subject, as to enforceabilityGood Industry Practice, to equitable principles prevent the unauthorised use of, modification, access, introduction, creation or propagation of general applicationany 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 (dheld in electronic form) owned by or under the control of, or used by, the Client; and it owns, has obtained or is entering into able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract and shall maintain the same in full force and effect for so long as is necessary for the proper provision of the Contract Services. The Solicitor warrants, represents and undertakes to the Client that: it has read and fully understood the Letter of Appointment and these Call-Off Terms and is capable of performing the Contract Services in all respects in accordance with the Contract; the Solicitor and each of its Sub-Contractors has all Staff, equipment and experience necessary for the proper performance of the Contract Services; and it will at all times: perform its obligations under the Contract with all reasonable care, skill and diligence and in accordance with Good Industry Practice; comply with all the KPIs and meet or exceed the Service Levels; carry out the Contract Services within the timeframe agreed with the Client; and without prejudice to its obligations under Clause 2.3 (Key Personnel), ensure to the satisfaction of the Client that the Contract Services are provided and carried out by such appropriately qualified, skilled and experienced solicitors and/or other Staff as shall be necessary for the proper performance of the Contract Services. The Solicitor shall promptly notify the Client in writing: of any material detrimental change in the financial standing and/or credit rating of the Solicitor; if the Solicitor undergoes a Change of Control; and provided this Agreement for its own account as principaldoes not contravene any Law, and no other person has of any circumstances suggesting that a direct Change of Control is planned or indirect beneficial interest in any Option acquired by it hereunder (for contemplation. For the avoidance of doubt, ownership of the equity interests in fact that any provision within the Contract is expressed as a person warranty shall not constitute a direct or indirect beneficial interest in preclude any right of termination the assets and liabilities of such person for purposes of this representation); (e) the other party is not acting as a fiduciary, financial or investment advisor for it; (f) it is not relying upon any representations (whether written or oral) of the other party other than the representations expressly set forth in this Agreement; (g) it has consulted with its own legal, regulatory, tax, business, investment, financial, and accounting advisors to the extent it has deemed necessary, and it has made its own investment, hedging, and trading decisions based upon its own judgment and upon any advice from such advisors as it has deemed necessary and not upon any view expressed by the other party; and (h) no event has occurred or circumstance arisen which constitutes an Event of Default Client would have in respect of it. Section 1.2 Optionee understands breach of that provision by the Solicitor if that provision had not been so expressed. The Solicitor acknowledges and agrees that Optionor is notthat: the warranties, representations and will not beundertakings contained in the Contract are material and are designed to induce the Client into entering into the Contract; and the Client has been induced into entering into the Contract and in doing so has relied upon the warranties, obligated under any circumstances to repurchase any Optionrepresentations and undertakings contained in the Contract. Optionor may, at its discretion and with the consent of the Optionee, offer to repurchase the Option at any time before the Expiration Date. Optionor understands and agrees that Optionee is not, and will not be, obligated under any circumstances to agree to resell the Option pursuant to any such offer to repurchase.TERMINATION

Representations and Undertakings. Section 1.1 Each party The Solicitor warrants, represents and warrants undertakes to the otherClient that: it has full capacity and authority and all necessary consents, with respect licences, permissions (statutory, regulatory, contractual or otherwise) to this Agreement enter into and each Option as follows: (a) it is duly organized and validly existing perform its obligations under the laws Contract; the Contract is executed by a duly authorised representative of the jurisdiction Solicitor; 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 Solicitor’s tender or other submission to the Client for the award of the Contract Services are true, accurate and not misleading save as specifically disclosed in writing to the Client prior to execution of the Contract and it will advise the Client 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 organization; (b) knowledge and belief, pending or threatened against it has the power to execute and deliver this Agreement and or its assets which will or might affect its ability to perform its obligations under this Agreement 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 taken and not discharged or dismissed (nor, to the best of its knowledge, are threatened) for the winding up of the Solicitor 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 Solicitor's assets or revenue; it has taken and shall continue to take all action necessary to authorize such execution and delivery and performance; (c) this Agreement constitutes a legalsteps, valid and binding obligation of it, enforceable against it in accordance with its terms (subject to applicable insolvency or similar laws affecting creditors’ rights generally and subject, as to enforceabilityGood Industry Practice, to equitable principles prevent the unauthorised use of, modification, access, introduction, creation or propagation of general applicationany 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 (dheld in electronic form) owned by or under the control of, or used by, the Client; and it owns, has obtained or is entering into able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract and shall maintain the same in full force and effect for so long as is necessary for the proper provision of the Contract Services. The Solicitor warrants, represents and undertakes to the Client that: it has read and fully understood the Letter of Appointment and these Call-Off Terms and is capable of performing the Contract Services in all respects in accordance with the Contract; the Solicitor and each of its Sub-Contractors has all Staff, equipment and experience necessary for the proper performance of the Contract Services; and it will at all times: perform its obligations under the Contract with all reasonable care, skill and diligence and in accordance with Good Industry Practice; comply with all the KPIs and meet or exceed the Service Levels; carry out the Contract Services within the timeframe agreed with the Client; and without prejudice to its obligations under Clause 2.3 (Key Personnel), ensure to the satisfaction of the Client that the Contract Services are provided and carried out by such appropriately qualified, skilled and experienced solicitors and/or other Staff as shall be necessary for the proper performance of the Contract Services. The Solicitor shall promptly notify the Client in writing: of any material detrimental change in the financial standing and/or credit rating of the Solicitor; if the Solicitor undergoes a Change of Control; and provided this Agreement for its own account as principaldoes not contravene any Law, and no other person has of any circumstances suggesting that a direct Change of Control is planned or indirect beneficial interest in any Option acquired by it hereunder (for contemplation. For the avoidance of doubt, ownership of the equity interests in fact that any provision within the Contract is expressed as a person warranty shall not constitute a direct or indirect beneficial interest in preclude any right of termination the assets and liabilities of such person for purposes of this representation); (e) the other party is not acting as a fiduciary, financial or investment advisor for it; (f) it is not relying upon any representations (whether written or oral) of the other party other than the representations expressly set forth in this Agreement; (g) it has consulted with its own legal, regulatory, tax, business, investment, financial, and accounting advisors to the extent it has deemed necessary, and it has made its own investment, hedging, and trading decisions based upon its own judgment and upon any advice from such advisors as it has deemed necessary and not upon any view expressed by the other party; and (h) no event has occurred or circumstance arisen which constitutes an Event of Default Client would have in respect of it. Section 1.2 Optionee understands breach of that provision by the Solicitor if that provision had not been so expressed. The Solicitor acknowledges and agrees that Optionor is notthat: the warranties, representations and will not beundertakings contained in the Contract are material and are designed to induce the Client into entering into the Contract; and the Client has been induced into entering into the Contract and in doing so has relied upon the warranties, obligated under any circumstances to repurchase any Optionrepresentations and undertakings contained in the Contract. Optionor may, at its discretion and with the consent of the Optionee, offer to repurchase the Option at any time before the Expiration Date. Optionor understands and agrees that Optionee is not, and will not be, obligated under any circumstances to agree to resell the Option pursuant to any such offer to repurchase.TERMINATION