Common use of Warranties and Representations Clause in Contracts

Warranties and Representations. 9.3.1 The Supplier warrants and represents that:- (a) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Company) to enter into and perform its obligations under the Contract; (b) the Contract is executed by a duly authorised representative of the Supplier; (c) in entering the Contract it has not committed any Fraud; (d) as at the Commencement Date, all information, statements and representations contained in the Tender for the Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract and it will advise the Authority 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; (e) 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; (f) 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; (g) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the 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; (h) it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) in the three (3) years prior to the date of the Contract: (i) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (k) 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.

Warranties and Representations. 9.3.1 The Supplier Service Provider warrants and represents that:-that: (a) 48.1. it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Companyparent company) to enter into and perform its obligations under the Contract; (b) Contract and that the Contract is executed by a duly authorised representative of the Supplierindividual; (c) 48.2. in entering the Contract it has not committed any Fraudoffence under the Xxxxxxx Xxx 0000 or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2015; 48.3. it has not committed any breach of the Employment Relations 1999 Act (dBlacklists) Regulations 2010 or or section 137 of the Trade Union and Labour Relations (Consolidation) Xxx 0000, or committed any breach of the Data Protection Laws by unlawfully processing personal data in connection with any blacklisting activities; 48.4. as at the Commencement Date, all information, statements and representations information contained in the ESPD and Tender for the Services are remains true, accurate and not misleading misleading, save as may have been specifically disclosed in writing to the Authority Purchaser prior to execution of the Contract and it will advise the Authority 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 misleadingContract; (e) 48.5. no claim is being asserted and no litigation, arbitration alternative dispute resolution procedure or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might affect have a material adverse effect on its ability to perform its obligations under the Contract; (f) 48.6. it is not subject to any contractual obligation, compliance with which is likely to have an a material adverse effect on its ability to perform its obligations under the Contract; (g) 48.7. no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier Service Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the SupplierService Provider’s assets or revenue; (h) 48.8. it owns, has obtained or is able to obtain obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) ; 48.9. in the three (3) 3 years prior to the date of the ContractCommencement Date: (i) 48.9.1. it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) 48.9.2. it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (k) 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.;

Warranties and Representations. 9.3.1 G3.1 The Supplier Contractor warrants and represents that:-that: (a) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Companyparent company) to enter into and perform its obligations under the Contract; (b) Contract and that the Contract is executed by a duly authorised representative of the SupplierContractor; (cb) in entering the Contract it has not committed any Fraud; (dc) as at the Commencement Date, all information, statements and representations information contained in the Tender for the Services are remains true, accurate and not misleading misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract and it will advise the Authority 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 misleadingContract; (ed) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might affect have a material adverse effect on its ability to perform its obligations under the Contract; (fe) it is not subject to any contractual obligation, compliance with which is likely to have an a material adverse effect on its ability to perform its obligations under the Contract; (gf) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the SupplierContractor’s assets or revenue; (hg) it owns, has obtained or is able to obtain obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (jh) in the three (3) years prior to the date of the Contract: (i) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (kiii) it has not done or omitted to do anything which could have an a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract.

Warranties and Representations. 9.3.1 10.1 The Supplier Contractor warrants and represents that:-that: (a) it has full capacity and capacity, authority and all necessary consents (consent, including where its procedures so require, the consent of its Parent Company) parent company, where applicable, and that it possesses the necessary licenses, permits, and power to enter into execute and perform its obligations under the Contract; (b) the Contract is executed by a duly authorised authorized representative of the SupplierContractor; (c) in entering as of the date the Contract it has not committed any Fraud; (d) as at the Commencement Datebecomes effective, all information, statements and representations information contained in the Tender for the Services are Contractor’s bid or proposal remains true, accurate and not misleading save as misleading, except those that the Contractor may have been specifically disclosed in writing to the Authority prior Fund before signing the Contract; (d) it is in compliance with, and shall continue to execution comply with, all applicable laws, ordinances, rules, regulations, and lawful orders of the Contract and it will advise the Authority public authorities of any fact, matter or circumstance of jurisdiction in which it may become aware which would render any such information, statement or representation to the Services shall be false or misleadingperformed under this Contract; (e) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and beliefprogress, pending or being threatened against it the Contractor or any of its assets which will or might that could adversely affect its the Contractor’s ability to perform its obligations the Services under the Contract; (f) it is not subject to any contractual obligation, compliance with which is likely to have an adverse effect on its obligation that would adversely affect the Contractor’s ability to perform its obligations the Services under the Contract; nor has the Contractor done or omitted to do anything that could adversely affect its assets, financial condition or position as a going business concern; (g) no it has not filed nor is it facing proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier its business or for its dissolution dissolution, insolvency, bankruptcy, or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the SupplierContractor’s assets or revenue;. The Contractor expressly warrants its financial viability and shall permit the Fund to inspect the Contractor’s accounts, financial statements and other records relevant to the performance of the Contractor under the Contract, or otherwise have these accounts and records audited externally, as the Fund may deem necessary; and (h) it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) in the three (3) years prior to the date of the Contract: (i) it has conducted undertaken all financial accounting and reporting activities in compliance in all material respects with required under the generally accepted accounting principles that apply to it the Contractor and in any the country where it files accounts; (ii) it is registered and has been in full compliance complied with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (k) 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 Contractregulations.

Warranties and Representations. 9.3.1 The Supplier warrants warrants, represents and represents that:- (a) undertakes to the Customer that: it has full capacity and authority and all necessary consents consents, licences, permissions (statutory, regulatory, contractual or otherwise) (including where its procedures so require, the consent of its Parent Company) to enter into and perform its obligations under the this Call Off Contract; (b) the ; this Call Off Contract is executed by a duly authorised representative of the Supplier; (c) ; in entering the this Call Off Contract it has not committed any Fraud; ; in entering this Call Off Contract it has not committed or agreed to commit a Prohibited Act including any offence under the Prevention of Corruption Acts 1889 to 1916, or the Bribery Act 2010; in entering this Call Off Contract it has no knowledge, that: in connection with it, any money or other inducement has been, or will be, paid to any person working for or engaged by the Customer or other Contracting Body or any other public body or any person engaged or employed by or on behalf of the Customer in connection with this Call Off Contract; and an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Call Off Contract; this Call Off Contract shall be performed in compliance with all Laws (das amended from time to time) and all applicable Standards; as at the Call Off Commencement Date, all information, statements and representations contained in the Tender for the Goods and/or Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority Customer prior to execution of the Call Off Contract and it will advise the Authority 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; (e) misleading and all warranties and representations contained in the Tender shall be deemed repeated in this Call Off Contract; 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 this Call Off Contract; (f) ; 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 this Call Off Contract; (g) ; no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the 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 's assets or revenue; (h) ; it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under this Call Off Contract and shall maintain the Contract; (i) same in full force and effect. The Supplier also warrants, represents and undertakes to the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) Customer that: in the three (3) years prior to the date of Call Off Commencement Date (or from when the Contract: Supplier was formed if in existence for less than three (i3) years prior to the Call Off Commencement Date): it has conducted all financial accounting and reporting activities in compliance in all material respects in compliance with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) ; and it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (k) and 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 this Call Off Contract; and for the ContractCall Off Contract Period that all Staff will be vetted in accordance with the Staff Vetting Procedures and Good Industry Practice; It shall at all times during this Call Off Contract comply with its obligations in Clause 14 (Standards and Quality). For the avoidance of doubt, the fact that any provision within this Call Off Contract is expressed as a warranty shall not preclude any right of termination the Customer may have in respect of breach of that provision by the Supplier which constitutes a Material Breach. The Supplier acknowledges and agrees that: the warranties, representations and undertakings contained in this Call Off Contract are material and are designed to induce the Customer into entering into it; and the Customer has been induced into entering into this Call Off Contract and in doing so has relied upon the warranties, representations and undertakings contained herein.

Warranties and Representations. 9.3.1 5.1 The Supplier warrants and represents that:-for the Contract Term that: (a) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Company) and regulatory approvals to enter into the Contract and perform its obligations under to provide the ContractServices; (b) the Contract is executed by a duly authorised representative of the Supplier; (c) in entering the Contract it has not committed any Fraud; (d) as at the Commencement Date, all information, statements and representations information contained in its tender or other offer made by the Tender for Supplier to the Services are Authority remains true, accurate and not misleading misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be information false or misleading; (e) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might affect have a material adverse effect on its ability to perform its obligations under the Contract; (f) it is not subject to any contractual obligation, compliance with which is likely to have an a material adverse effect on its ability to perform its obligations under provide the ContractServices; (g) no proceedings or other steps have been taken and not discharged (noror, 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; (h) it owns, or has obtained or is able to obtain valid licences for for, all Intellectual Property Rights that are necessary for to provide the performance of its obligations under the Contract;Services; and (i) the Services Staff shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligenceengaged on terms which do not entitle them to any Intellectual Property Right in any IP Materials; (j) it will comply with its obligations under the Immigration, Asylum and Nationality Act 2006. 5.2 The Supplier warrants and represents that in the three (3) 3 years prior to the date of the Contract: (ia) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accountsand has complied with relevant securities; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (kb) it has not done or omitted to do anything which could have an a material adverse effect on its assets, financial condition or position as an ongoing business a going concern or its ability to fulfil its obligations provide the Services; and (c) it has complied with all relevant tax laws and regulations and no tax return submitted to a relevant tax authority has been found to be incorrect under the Contractany anti-abuse rules.

Warranties and Representations. 9.3.1 21.1 The Supplier warrants warrants, represents and represents that:-undertakes to the Customer that: (a) 21.1.1 it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Company) to enter into and perform its obligations under the Contract; (b) 21.1.2 the Contract is executed by a duly authorised representative of the Supplier; (c) 21.1.3 in entering the Contract it has not committed any Fraud; (d) 21.1.4 as at the Commencement Date, all information, statements and representations contained in the Tender and the PQQ Response for the Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority Customer prior to execution of the Contract and it will advise the Authority 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 misleadingmisleading and all warranties and representations contained in the PQQ Response and Tender shall be deemed repeated in this Contract; (e) 21.1.5 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; (f) 21.1.6 it is not subject to any contractual obligation, compliance with which is likely to have an adverse effect affect on its ability to perform its obligations under the Contract; (g) 21.1.7 no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the 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 's assets or revenue; (h) 21.1.8 it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) 21.2 The Supplier warrants represents and undertakes to the Customer that: 21.2.1 the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) 21.2.2 in the three (3) years prior to the date of the ContractCommencement Date: (i) 21.2.2.1 it has conducted all financial accounting and reporting activities in compliance in all material respects in compliance with the generally accepted accounting principles that apply to it in any country where it files accounts;; and (ii) 21.2.2.2 it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and; (k) 21.2.3 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; and 21.2.4 for the Contract Period that all Staff will be vetted in accordance with Good Industry Practice, the Security Policy and the Quality Standards. 21.3 For the avoidance of doubt, the fact that any provision within this Contract is expressed as a warranty shall not preclude any right of termination the Customer may have in respect of breach of that provision by the Supplier. 21.4 The Supplier acknowledges and agrees that: 21.4.1 the warranties, representations and undertakings contained in this Contract are material and are designed to induce the Customer into entering into this contract; and 21.4.2 the Customer has been induced into entering into this Contract and in doing so has relied upon the warranties, representations and undertakings contained herein.

Warranties and Representations. 9.3.1 The Supplier Contractor warrants and represents that:- (a) it that:- ‫it has full capacity and authority and all necessary consents (including including, where its procedures so require, the consent of its Parent Companyparent company) to enter into and perform its obligations under the Contract; (b) Contract and that the Contract is executed by a duly authorised representative of the Supplier; (c) Contractor; in entering the Contract it has not committed any Fraud; (d) ; as at the Commencement Date, all information, statements and representations information contained in the Tender for the Services are remains true, accurate and not misleading misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract and it will advise the Authority 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; (e) Contract; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under the Contract; (f) it is not subject to any contractual obligation, compliance with which is likely to have an a material adverse effect on its ability to perform its obligations under the Contract; (g) ; it is not subject to any contractual obligations, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; no proceedings proceeding or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the SupplierContractor’s assets or revenue; (h) ; it owns, or has obtained or is able to obtain obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) ; in the three (3) years prior to the date of the Contract: (i) it : ‫it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) ; it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (k) it and ‫it has not done or omitted to do anything which could have an a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract.

Warranties and Representations. 9.3.1 5.1 The Supplier warrants and represents that:-for the Contract Term that: (a) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Company) and regulatory approvals to enter into the Contract and perform its obligations under to provide the ContractServices; (b) the Contract is executed by a duly authorised representative of the Supplier; (c) in entering the Contract it has not committed any Fraud; (d) as at the Commencement Date, all information, statements and representations information contained in its tender or other offer made by the Tender for Supplier to the Services are Authority remains true, accurate and not misleading misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be information false or misleading; (e) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might affect have a material adverse effect on its ability to perform its obligations under the Contract; (f) it is not subject to any contractual obligation, compliance with which is likely to have an a material adverse effect on its ability to perform its obligations under provide the ContractServices; (g) no proceedings or other steps have been taken and not discharged (noror, 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; (h) it owns, or has obtained or is able to obtain valid licences for for, all Intellectual Property Rights that are necessary for to provide the performance of its obligations under the Contract;Services; and (i) the Services Staff shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligenceengaged on terms which do not entitle them to any Intellectual Property Right in any IP Materials; (j) it will comply with its obligations under the Immigration, Asylum and Nationality Xxx 0000. 5.2 The Supplier warrants and represents that in the three (3) 3 years prior to the date of the Contract: (ia) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accountsand has complied with relevant securities; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (kb) it has not done or omitted to do anything which could have an a material adverse effect on its assets, financial condition or position as an ongoing business a going concern or its ability to fulfil its obligations provide the Services; and (c) it has complied with all relevant tax laws and regulations and no tax return submitted to a relevant tax authority has been found to be incorrect under the Contractany anti-abuse rules.

Warranties and Representations. 9.3.1 The Supplier Contractor warrants and represents that:- (a) that: it has full capacity and capacity, authority and all necessary consents (consent, including where its procedures so require, the consent of its Parent Company) parent company, where applicable, and that it possesses the necessary licenses, permits, and power to enter into execute and perform its obligations under the Contract; (b) ; the Contract is executed by a duly authorised authorized representative of the Supplier; (c) in entering Contractor; as of the date the Contract it has not committed any Fraud; (d) as at the Commencement Datebecomes effective, all information, statements and representations information contained in the Tender for the Services are Contractor’s bid or proposal remains true, accurate and not misleading save as misleading, except those that the Contractor may have been specifically disclosed in writing to the Authority prior Fund before signing the Contract; it is in compliance with, and shall continue to execution comply with, all applicable laws, ordinances, rules, regulations, and lawful orders of the Contract and it will advise the Authority public authorities of any fact, matter or circumstance of jurisdiction in which it may become aware which would render any such information, statement or representation to the Services shall be false or misleading; (e) performed under this Contract; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and beliefprogress, pending or being threatened against it the Contractor or any of its assets which will or might that could adversely affect its the Contractor’s ability to perform its obligations the Services and provide the Related Goods under the Contract; (f) ; it is not subject to any contractual obligation, compliance with which is likely to have an adverse effect on its obligation that would adversely affect the Contractor’s ability to perform its obligations the Services and provide the Related Goods under the Contract; (g) no ; nor has the Contractor done or omitted to do anything that could adversely affect its assets, financial condition or position as a going business concern; it has not filed nor is it facing proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier its business or for its dissolution dissolution, insolvency, bankruptcy, or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the SupplierContractor’s assets or revenue; (h) it owns. The Contractor expressly warrants its financial viability and shall permit the Fund to inspect the Contractor’s accounts, has obtained or is able financial statements and other records relevant to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations the Contractor under the Contract; (i) , or otherwise have these accounts and records audited externally, as the Services shall be provided Fund may deem necessary; and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) in the three (3) years prior to the date of the Contract: (i) it has conducted undertaken all financial accounting and reporting activities in compliance in all material respects with required under the generally accepted accounting principles that apply to it the Contractor and in any the country where it files accounts; (ii) it is registered and has been in full compliance complied with all applicable securities and tax laws and regulations regulations. The Contractor further warrants that the Services shall be provided in good faith, with due professional care and in a manner that meets or exceeds prevailing industry standards and that the jurisdiction in which it is establishedServices and/or Related Goods do not infringe any third party trade secret, copy right, patent or trademark. The Contractor warrants that Related Goods supplied under this Contract have no defect/s arising from design, materials, workmanship; and (k) it has not done or omitted to do anything which could have an adverse effect on its assetsdamage resulting from any act or omission of the Contractor and/or the Contractor-Related Person, financial condition or position as an ongoing business concern or its ability to fulfil its obligations those that may develop under normal use of the ContractRelated Goods, and that they will be fit for their intended purpose.

Warranties and Representations. 9.3.1 5.1 The Supplier warrants and represents that:-for the Contract Term that: (a) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Company) and regulatory approvals to enter into the Contract and perform its obligations under to provide the ContractServices; (b) the Contract is executed by a duly authorised representative of the Supplier; (c) in entering the Contract it has not committed any Fraud; (d) as at the Commencement Date, all information, statements and representations information contained in its tender or other offer made by the Tender for Supplier to the Services are Authority remains true, accurate and not misleading misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be information false or misleading; (e) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might affect have a material adverse effect on its ability to perform its obligations under the Contract; (f) it is not subject to any contractual obligation, compliance with which is likely to have an a material adverse effect on its ability to perform its obligations under provide the ContractServices; (g) no proceedings or other steps have been taken and not discharged (noror, 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; (h) it owns, or has obtained or is able to obtain valid licences for for, all Intellectual Property Rights that are necessary for to provide the performance of its obligations under the Contract;Services; and (i) the Services Staff shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligenceengaged on terms which do not entitle them to any Intellectual Property Right in any IP Materials; (j) it will comply with its obligations under the Immigration, Asylum and Nationality Act 2006. 5.2 The Supplier warrants and represents that in the three (3) 3 years prior to the date of the Contract: (ia) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accountsand has complied with relevant securities; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (kb) it has not done or omitted to do anything which could have an a material adverse effect on its assets, financial condition or position as an ongoing business a going concern or its ability to fulfil its obligations provide the Services; and (c) it has complied with all relevant tax laws and regulations and no tax return submitted to a relevant tax authority has been found to be incorrect under the Contractany anti- abuse rules.

Warranties and Representations. 9.3.1 53.1 The Supplier SERVICE PROVIDER warrants and represents that:- (a) 53.1.1 it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Company) to enter into and perform its obligations under the Contract; (b) 53.1.2 the Contract is executed by a duly authorised representative of the SupplierSERVICE PROVIDER; (c) 53.1.3 in entering the Contract it has not committed any Fraud; (d) 53.1.4 as at the Commencement Date, all information, statements and representations contained in the Tender and the PQQ Response for the Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority CLIENT prior to execution of the Contract and it will advise the Authority 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; (e) 53.1.5 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; (f) 53.1.6 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; (g) 53.1.7 no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier SERVICE PROVIDER or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s SERVICE PROVIDER’S assets or revenue; (h) 53.1.8 it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) 53.1.9 the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) 53.1.10 in the three (3) years prior to the date of the Contract: (i) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (k) 53.1.11 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.

Warranties and Representations. 9.3.1 The Supplier warrants In connection with signing and represents that:-carrying out this Agreement, Contractor: (a) it has full capacity warrants that Contractor is appropriately licensed under Illinois law to perform the Services required under this Agreement and authority will perform no Services for which a professional license is required by law and all necessary consents (including where its procedures so require, the consent of its Parent Company) to enter into and perform its obligations under the Contractfor which Contractor is not appropriately licensed; (b) warrants it is financially solvent; it and each of its employees, agents and Subcontractors of any tier are competent to perform the Contract Services required under this Agreement; and Contractor is executed by a duly authorised representative of legally authorized to execute and perform or cause to be performed this Agreement under the Supplierterms and conditions stated in this Agreement; (c) warrants that it will not knowingly use the services of any ineligible contractor or Subcontractor for any purpose in entering the Contract it has not committed any Fraudperformance of its Services under this Agreement; (d) as warrants that Contractor and its Subcontractors are not in default at the Commencement Datetime this Agreement is signed, all informationand have not been deemed by the Chief Procurement Officer to have, statements and representations contained in within 5 years immediately preceding the Tender for the Services are truedate of this Agreement, accurate and not misleading save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract and it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation found to be false or misleadingin default on any contract awarded by the City; (e) no claim is being asserted represents that it has carefully examined and no litigation, arbitration or administrative proceeding is presently in progress or, analyzed the provisions and requirements of this Agreement; it understands the nature of the Services required; from its own analysis it has satisfied itself as to the best nature of all things needed for the performance of this Agreement; this Agreement is feasible of performance in accordance with all of its knowledge provisions and beliefrequirements, pending and Contractor warrants it can and will perform, or threatened against it or its assets which will or might affect its ability cause to perform its obligations under be performed, the ContractServices in strict accordance with the provisions and requirements of this Agreement; (f) 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; (g) no proceedings or other steps have been taken and not discharged (norrepresents that Contractor and, to the best of its knowledge, its Subcontractors are threatened) for the winding up not in violation of the Supplier or for its dissolution or for the appointment provisions of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any §2-92-320 of the Supplier’s assets Municipal Code , and in connection with it, and additionally in connection with the Illinois Criminal Code, 720 ILCS 5/33E as amended, and the Illinois Municipal Code, 65 ILCS 5/11-42.1-1; (g) acknowledges that any certification, affidavit or revenue;acknowledgment made under oath in connection with this Agreement is made under penalty of perjury and, if false, is also cause for termination under Sections 8.2 and 8.3 of this Agreement; and (h) it ownswarrants and represents that neither Contractor nor an Affiliate of Contractor (as defined below) appears on the Specially Designated Nationals List, has obtained the Denied Persons List, the unverified List, the Entity List, or the Debarred List as maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or by the Bureau of Industry and Security of the U.S. Department of Commerce (or their successors), or on any other list of persons or entities with which the City may not do business under any applicable law, rule, regulation, order or judgment. “Affiliate of Contractor” means a person or entity that directly (or indirectly through one or more intermediaries) controls, is controlled by or is able under common control with Contractor. A person or entity will be deemed to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) the Services shall be provided and carried out controlled by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) in the three (3) years prior to the date of the Contract: (i) another person or entity if it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it is controlled in any country where it files accounts; manner whatsoever that results in control in fact by that other person or entity (iieither acting individually or acting jointly or in concert with others) it has been in full compliance with all applicable securities whether directly or indirectly and tax laws and regulations in the jurisdiction in which it is established; and (k) it has not done whether through share ownership, a trust, a contract 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 Contractotherwise.

Warranties and Representations. 9.3.1 18.1 The Supplier warrants warrants, represents and represents that:-undertakes to the Customer that: (a) 18.1.1 it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Company) to enter into and perform its obligations under the Contract; (b) 18.1.2 the Contract is executed by a duly authorised representative of the Supplier; (c) 18.1.3 in entering the Contract it has not committed any Fraud; (d) 18.1.4 all information it provides and shall use reasonable endeavours to procure that all information that the Suppliers and Contractors provide under or in connection with this Agreement will be true, accurate, complete and not misleading; 18.1.5 as at the Commencement Effective Date, all information, statements and representations contained in the Tender for and the Services PQQ Response are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority Customer prior to execution of the Contract and it will advise the Authority 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 misleadingmisleading and all warranties and representations contained in the PQQ Response and Tender shall be deemed repeated in this Contract; (e) 18.1.6 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; (f) 18.1.7 it is not subject to any contractual obligation, compliance with which is likely to have an adverse effect affect on its ability to perform its obligations under the Contract; (g) 18.1.8 no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the 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 's assets or revenue; (h) 18.1.9 it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary will be solely responsible for the performance payment of remunerations and associated benefits, if any, of the Contractor, 18.1.10 the Customer will not be responsible for the payment of withholding and remitting income tax and national insurance contributions (or the relevant local equivalent) relating to the provision of the Contractor Services in conformance with any applicable laws and regulations; 18.1.11 the Contractor will: 18.1.11.1 have the relevant qualifications, experience and training in accordance with requirements notified to the Supplier by the Customer and will be competent to carry out the duties expected of persons acting in their or a similar capacity; 18.1.11.2 be vetted and verified in accordance with the Baseline Personnel Security Standard, the Basic Check Verification Record, Good Industry Practice, the Security Policy, Quality Standards and the requirements set out in this Contract; 18.1.11.3 be entitled to work in the United Kingdom or (where applicable) any other country from which (or in which) this Contract is to be performed; 18.1.12 the Supplier will perform its obligations under this Contract in compliance with all applicable Laws, enactments, orders, regulations, guidance and all Changes in Law and the Supplier shall procure that its Sub-contractors and Staff shall also do so; 18.1.13 in providing the Placement Services it will comply with the obligations imposed on employment businesses in the Employment Agencies Act 1973, the Conduct of Employment Agencies and Employment Businesses Regulations 2003 and the Agency Workers Regulations 2010, and if and to the extent that any such obligations conflict with any provisions of this Contract then the obligations in such regulations shall prevail; 18.1.14 it shall use reasonable endeavours to ensure that all Contractors (where applicable) comply with the obligations imposed upon them by the Contractor Legislation; 18.1.15 the Supplier has and will continue to hold all necessary regulatory approvals necessary to perform the Supplier's obligations under this Contract; (i) 18.1.16 the Placement Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) 18.1.17 in the three (3) years prior to the date of the ContractCommencement Date: (i) 18.1.17.1 it has conducted all financial accounting and reporting activities in compliance in all material respects in compliance with the generally accepted accounting principles that apply to it in any country where it files accounts;; and (ii) 18.1.17.2 it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (k) 18.1.18 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. 18.2 For the avoidance of doubt, the fact that any provision within this Contract is expressed as a warranty shall not preclude any right of termination the Customer may have in respect of breach of that provision by the Supplier. 18.3 The Supplier acknowledges and agrees that: 18.3.1 the warranties, representations and undertakings contained in this Contract are material and are designed to induce the Customer into entering into this contract; and 18.3.2 the Customer has been induced into entering into this Contract and in doing so has relied upon the warranties, representations and undertakings contained herein.

Warranties and Representations. 9.3.1 5.1 The Supplier warrants and represents that:-for the Contract Term that: (a) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Company) and regulatory approvals to enter into the Contract and perform its obligations under to provide the ContractServices; (b) the Contract is executed by a duly authorised representative of the Supplier; (c) in entering the Contract it has not committed any Fraud; (d) as at the Commencement Date, all information, statements and representations information contained in its tender or other offer made by the Tender for Supplier to the Services are Authority remains true, accurate and not misleading misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be information false or misleading; (e) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might affect have a material adverse effect on its ability to perform its obligations under the Contract; (f) it is not subject to any contractual obligation, compliance with which is likely to have an a material adverse effect on its ability to perform its obligations under provide the ContractServices; (g) no proceedings or other steps have been taken and not discharged (noror, 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; (h) it owns, or has obtained or is able to obtain valid licences for for, all Intellectual Property Rights that are necessary for to provide the performance of its obligations under the Contract;Services; and (i) the Services Staff shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligenceengaged on terms which do not entitle them to any Intellectual Property Right in any IP Materials; (j) it will comply with its obligations under the Immigration, Asylum and Nationality Xxx 0000. 5.2 The Supplier warrants and represents that in the three (3) 3 years prior to the date of the Contract: (ia) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accountsand has complied with relevant securities; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (kb) it has not done or omitted to do anything which could have an a material adverse effect on its assets, financial condition or position as an ongoing business a going concern or its ability to fulfil its obligations provide the Services; and (c) it has complied with all relevant tax laws and regulations and no tax return submitted to a relevant tax authority has been found to be incorrect under the Contractany anti- abuse rules.

Warranties and Representations. 9.3.1 The Supplier In connection with signing and carrying out this Agreement, Consultant: i) warrants that Consultant is appropriately licensed under Illinois law to perform the Services required under this Agreement and will perform no Services for which a professional license is required by law and for which Consultant is not appropriately licensed; ii) warrants it is financially solvent; it and each of its employees, agents and Subcontractors of any tier are competent to perform the Services required under this Agreement; and Consultant is legally authorized to execute and perform or cause to be performed this Agreement under the terms and conditions stated in this Agreement; iii) warrants that it will not knowingly use the services of any ineligible consultant or Subcontractor for any purpose in the performance of its Services under this Agreement; iv) warrants that Consultant and its Subcontractors are not in default at the time this Agreement is signed, and has not been considered by the Chief Procurement Officer to have, within 5 years immediately preceding the date of this Agreement, been found to be in default on any contract awarded by the County; v) represents that:- (a) that it has full capacity carefully examined and authority analyzed the provisions and requirements of this Agreement; it understands the nature of the Services required; from its own analysis it has satisfied itself as to the nature of all necessary consents (including where things needed for the performance of this Agreement; this Agreement is feasible of performance in accordance with all of its procedures so requireprovisions and requirements, and Consultant warrants it can and will perform, or cause to be performed, the consent Services in strict accordance with the provisions and requirements of its Parent Company) to enter into and perform its obligations under the Contractthis Agreement; (bvi) the Contract is executed by a duly authorised representative of the Supplier; (c) in entering the Contract it has not committed any Fraud; (d) as at the Commencement Date, all information, statements and representations contained in the Tender for the Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract and it will advise the Authority 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; (e) 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; (f) 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; (g) no proceedings or other steps have been taken and not discharged (norrepresents that Consultant and, to the best of its knowledge, its Subcontractors are threatened) for the winding up not in violation 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 provisions of the Supplier’s assets or revenue; (h) it ownsIllinois Criminal Code, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) in the three (3) years prior to the date of the Contract: (i) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established720 ILCS 5/33E as amended; and (kvii) it has not done acknowledges that any certification, affidavit or omitted to do anything which could have an adverse effect on its assetsacknowledgment made under oath in connection with this Agreement is made under penalty of perjury and, financial condition or position as an ongoing business concern or its ability to fulfil its obligations if false, is also cause for termination under the ContractSections 9.a and 9.c.

Warranties and Representations. 9.3.1 B19.1. The Supplier Provider warrants and represents that:-that: (a) it It has full capacity and authority to enter into this Contract and all necessary consents (including where Consents have been obtained and are in full force and effect; b) its procedures so requireexecution of this Contract does not and will not contravene or conflict with its constitution, the consent any Law, or any agreement to which it is a party or which is binding on it or any of its Parent Company) to enter into and perform its obligations under the Contractassets; (b) the Contract is executed by a duly authorised representative of the Supplier; (c) in entering the this Contract it has not committed any Fraud; (d) as at the Commencement Date, all information, statements and representations contained in the Tender for the Services are true, accurate and not misleading save as may have been specifically disclosed in writing reasonably material information supplied by it to the Authority prior during the award procedure leading to the execution of the this Contract is, to its reasonable knowledge and belief, true and accurate and it will advise is not aware of any material facts or circumstances which have not been disclosed to the Authority which would, if disclosed, be likely to have an adverse effect on a reasonable public sector entity’s decision whether or not to contract with the Provider substantially on the terms 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 misleadingthis Contract; (e) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and beliefknowledge, pending nothing will have, or threatened against it or its assets which will or might affect its ability to perform its obligations under the Contract; (f) it is not subject to any contractual obligation, compliance with which is likely to have an have, a material adverse effect on its ability to perform its obligations under the this Contract; (gf) no proceedings or other steps have been taken it has the right to permit disclosure and not discharged (nor, to the best use of its knowledge, are threatened) Confidential Information for the winding up purpose 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; (h) it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the this Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (jg) in the three (3) 3 years prior to the date of the ContractCommencement Date: (i) it It has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it It has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (kiii) it It has not done or omitted to do anything which could have an a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under this Contract; and h) No proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge are threatened) for the winding up of the Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Provider’s assets or revenue. B19.2. The Authority warrants and represents that: a) it has full power and authority to enter into this Contract and all necessary approvals and consents have been obtained and are in full force and effect; b) its execution of this Contract does not and will not contravene or conflict with its constitution, any Law, or any agreement to which it is a party or which is binding on it; c) it has the right to permit disclosure and use of Confidential Information for the purpose of this Contract; and d) to the best of its knowledge, nothing will have, or is likely to have, a material adverse effect on its ability to perform its obligations under this Contract. B19.3. The warranties set out in this clause B21 are given on the Commencement Date and repeated on every day during the term of this Contract.

Warranties and Representations. 9.3.1 The Supplier Contractor warrants and represents that:- (a) that: it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Companyparent company) to enter into and perform its obligations under the Contract; (b) Contract and that the Contract is executed by a duly authorised representative of the Supplier; (c) Contractor; in entering the Contract it has not committed any Fraud; (d) ; as at the Commencement Date, all information, statements and representations Information contained in the Tender for the Services are remains true, accurate and not misleading misleading, save as may have been specifically disclosed in writing to the Authority Client prior to execution of the Contract and it will advise the Authority 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; (e) Contract; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its the Contractor’s knowledge and belief, pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under the Contract; (f) it is not subject to any contractual obligation, compliance with which is likely to have an a material adverse effect on its ability to perform its obligations under the Contract; (g) ; it is not subject to any Contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the SupplierContractor’s assets or revenue; (h) ; it owns, has obtained or is able to obtain obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) ; in the three (3) 3 years prior to the date of the Contract: (i) : it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) ; it has been in full compliance with all applicable securities and tax laws Laws and regulations in the jurisdiction in which it is established; and (k) and it has not done or omitted to do anything which could have an a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract. Professional Indemnity The Contractor shall effect and maintain appropriate professional indemnity insurance cover during the Contract Period and shall ensure that all agents, professional consultants and sub-contractors involved in the supply of the Services do the same. To comply with its obligations under this Clause and as a minimum, the Contractor shall ensure professional indemnity insurance held by the Contractor and by any agent, sub-contractor or consultant involved in the supply of the Services has a limit of indemnity of not less than for each individual claim or such higher limit as the Client may reasonably require (and as required by Law) from time to time. Such insurance shall be maintained for the duration of the Contract Period and for a minimum of 12 Months thereafter. Any excess or deductibles under the insurance referred to in Clause F3.1 shall be the sole and exclusive responsibility of the Contractor or the Contractor’s agents, professional consultants or sub-contractors, as applicable. The terms of any insurance or the amount of insurance cover shall not relieve the Contractor of any liabilities arising under the Contract. The Contractor shall, on request, provide the Client with copies of all insurance policies referred to in Clause F3.1 or a broker’s verification of insurance to demonstrate that the appropriate cover is in place, together with receipts or other evidence of payment of the latest premiums due under those policies. If, for whatever reason, the Contractor fails to give effect to and maintain the insurances required by this Clause then the Client may make alternative arrangements to protect its interests and may recover the costs of such arrangements from the Contractor.

Warranties and Representations. 9.3.1 The Supplier warrants Issuer and represents that:- (a) it FundAmerica represent and warrant that each has full capacity all requisite power and authority and all necessary consents (including where its procedures so require, the consent of its Parent Company) to enter into and perform its obligations under carry out the Contractterms and provisions of this Agreement and the execution, delivery and performance of this Agreement does not breach or conflict with any agreement, document or instrument to which it is a party or bound, and further: a. FundAmerica warrants and represents to the Issuer that: i. It is an SEC-registered, FINRA member, SIPC insured firm in good standing and licensed to conduct securities business; (b) the Contract ii. It is executed by a duly authorised representative of the Supplierregistered in all fifty states; (c) in entering iii. Its personnel who provide services to the Contract it has not committed any FraudIssuer are licensed securities representatives and/or principals, as required by rules applicable to the business being conducted; (d) as at iv. It will not compensate any Unregistered Person with any fees based upon the Commencement Date, all information, statements and representations contained amount or success of any investment in the Tender for the Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract and it will advise the Authority 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 misleadingOffering; (e) no claim is being asserted v. It will not solicit or sell investors any other services or investment products; and vi. It will not provide any investment advice nor any investment solicitation or recommendation to any investor. b. Issuer warrants and no litigation, arbitration or administrative proceeding is presently represents to FundAmerica that: i. The Offering Statement will comply with the disclosure requirements set out in progress orthe SEC’s Form 1- A and will not, to the best Issuer’s knowledge in the exercise of its knowledge reasonable care, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. ii. It will comply with all applicable state securities (“blue sky”) laws and belief, pending regulations and make state “notice” filings as required. iii. Issuer represents that no oral statement or threatened against it or its assets which will or might affect its ability written materials used to perform its obligations under offer the Contract; (f) 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 securities covered by the Contract; (g) no proceedings or other steps have been taken and not discharged (norOffering will, to the best Issuer’s knowledge in the exercise of its knowledgereasonable care, are threatened) for contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the winding up statements therein, in light of the Supplier or for its dissolution or for circumstances under which they were made, not misleading. Issuer further represents that it will comply with the appointment provisions of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s assets or revenue; (h) it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff Regulation A with all due skill, care and diligence; (j) in the three (3) years prior respect to the date manner, timing and content of the Contract: (i) it has conducted all financial accounting and reporting activities communications made in compliance in all material respects connection with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (k) 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 ContractOffering.

Warranties and Representations. 9.3.1 8.4.1 The Supplier Service Provider warrants and represents that:- (a) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Company) to enter into and perform its obligations under the Contract; (b) the Contract is executed by a duly authorised representative of the SupplierService Provider; (c) in entering the Contract it has not committed any Fraud; (d) as at the Commencement Date, all information, statements and representations contained in the Tender and the PQQ Response for the Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority Customer prior to execution of the Contract and it will advise the Authority 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; (e) 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; (f) 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; (g) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier Service Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the SupplierService Provider’s assets or revenue; (h) it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) in the three (3) years prior to the date of the Contract: (i) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (k) 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.

Warranties and Representations. 9.3.1 5.2.1 The Supplier warrants and represents that:- (a) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Company) to enter into and perform its obligations under the Contract; ; (b) the Contract is executed by a duly authorised representative of the Supplier; ; (c) in entering the Contract it has not committed any Fraud; fraud; (d) as at the Commencement Date, all information, statements and representations contained in the Tender for the Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract and it will advise the Authority 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; (e) 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; ; (fe) it is not subject to any contractual obligation, compliance with which is likely to have an adverse effect affect on its ability to perform its obligations under the Contract; ; (gf) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the 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 's assets or revenue; ; (hg) it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; ; and (ih) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due reasonable skill, care and diligence;. 5.2.2 The Buyer warrants that:- (j) in the three (3) years prior to the date of the Contract: (ia) it has conducted full capacity and authority and all financial accounting necessary consents to enter into and reporting activities perform its obligations under the Contract; (b) the Contract is executed by a duly authorised representative of the Buyer; (c) in compliance in all material respects with entering the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (k) Contract it has not done committed any fraud; (d) no claim is being asserted and no litigation, arbitration or omitted administrative proceeding is presently in progress or, to do anything the best of its knowledge and belief, pending or threatened against it or its assets which could will or might affect its ability to perform its obligations under the Contract; (e) it is not subject to any contractual obligation, compliance with which is likely to have an adverse effect affect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil perform its obligations under the Contract; (f) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Buyer 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; and (g) it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract.

Warranties and Representations. 9.3.1 The Supplier SERVICE PROVIDER warrants and represents that:- (a) that:- it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Company) to enter into and perform its obligations under the Contract; (b) ; the Contract is executed by a duly authorised representative of the Supplier; (c) SERVICE PROVIDER; in entering the Contract it has not committed any Fraud; (d) ; as at the Commencement Date, all information, statements and representations contained in the Tender and the PQQ Response for the Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority CLIENT prior to execution of the Contract and it will advise the Authority 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; (e) ; 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; (f) ; 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; (g) ; no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier SERVICE PROVIDER or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s SERVICE PROVIDER’S assets or revenue; (h) ; it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) ; the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) ; in the three (3) years prior to the date of the Contract: (i) : it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) ; it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (k) and 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.

Warranties and Representations. 9.3.1 The Supplier Service Provider warrants and represents that:- (a) that: it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Companyparent company) to enter into and perform its obligations under the Contract; (b) the this Contract and that this Contract is executed by a duly authorised representative of the Supplier; (c) individual; in entering the this Contract it has not committed any Fraud; offence under the Xxxxxxx Xxx 0000 or of fraud or uttering at common law or any other kind referred to in the Public Contracts (dScotland) Regulations 2015; it has not committed any breach of the Employment Relations 1999 Act (Blacklists) Regulations 2010 or section 137 of the Trade Union and Labour Relations (Consolidation) Xxx 0000, or committed any breach of the Data Protection Laws by unlawfully Processing Personal Data in connection with any blacklisting activities; as at the Commencement Date, all information, statements and representations information contained in the SPD and Tender for the Services are remains true, accurate and not misleading misleading, save as may have been specifically disclosed in writing to the Authority Purchaser prior to execution of the Contract and it will advise the Authority 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; (e) this Contract; no claim is being asserted and no litigation, arbitration alternative dispute resolution procedure or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might affect have a material adverse effect on its ability to perform its obligations under the this Contract; (f) ; it is not subject to any contractual obligation, compliance with which is likely to have an a material adverse effect on its ability to perform its obligations under the this Contract; (g) ; no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier Service Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the SupplierService Provider’s assets or revenue; (h) ; it owns, has obtained or is able to obtain obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the this Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) ; in the three (3) years prior to the date of the Contract: (i) Commencement Date: it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) ; it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (k) it has not done or omitted to do anything which could have an a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under this Contract; it has made appropriate inquiries (for example as regards the Purchaser’s premises) so as to be satisfied in relation to all matters connected with the performance of its obligations under this Contract; it is familiar with the Purchaser’s policies concerning Baseline Personnel Security Standard clearance, Disclosure Scotland checks, and health and safety and fire as they apply at the Commencement Date; it has in place appropriate technical and organisational measures to safeguard any Purchaser Protected Information, Purchaser Confidential Information, and the Purchaser Data; there are no actual or potential conflicts between the interests of the Service Provider and the duties owed to the Purchaser under this Contract, save as may have been specifically disclosed in writing to the Purchaser prior to execution of this Contract; and it is deemed to have inspected any premises at which the Services are to be performed as set out in the Specification (the ‘Premises’) before tendering so as to have understood the nature and extent of the Services to be carried out and is deemed to be satisfied in relation to all matters connected with the Services and the Premises. Guidance notes: These warranties and representations are important contractual promises that the Service Provider must make, covering key areas where the SG requires comfort. If the Service Provider is unable to give any of the warranties it raises the question of whether they should be awarded the Contract.. Limitation of Liability and Indemnity Neither Party excludes or limits liability to the other Party for: death or personal injury caused by its negligence, or that of its employees, agents or Sub-contractors (as applicable); fraud or fraudulent misrepresentation by it or its employees; breach of any obligation as to title implied by section 12 of the Sale of Goods Xxx 0000 or section 11B of the Supply of Goods and Services Xxx 0000; breach of any obligation under the Data Protection Laws; or any liability to the extent it cannot be limited or excluded by Law. Subject to clauses 58.3 and 58.5, the Service Provider shall indemnify the Purchaser and keep the Purchaser indemnified fully against all Losses which may arise out of, or in consequence of, the supply and/or commissioning of the Services, or the late or purported supply and/or commissioning of the Services, or the performance or non-performance by the Service Provider of its obligations under this Contract; or the presence of the Service Provider and/or the Service Provider Representatives on the Purchaser premises, including in respect of any death or personal injury, loss of or damage to property, financial loss arising from any advice negligently given or negligently omitted to be given by the Service Provider, or any other loss which is caused directly or indirectly by any act or omission of the Service Provider or Service Provider Representatives. The Service Provider shall not be responsible for any injury, loss, damage, cost or expense if and to the extent that it is caused by the negligence or wilful misconduct of the Purchaser or by breach by the Purchaser of its obligations under this Contract or failure by the Purchaser to take reasonable endeavours to mitigate the effects of any loss or damage covered by this clause. The Purchaser shall indemnify the Service Provider in respect of all claims, proceedings, actions, damages, fines, costs, expenses or other liabilities which may arise out of, or in consequence of, a breach of Data Protection Laws where the breach is a direct result of the Service Provider acting in accordance with the Purchaser’s specific written instructions. This indemnity provision shall not apply if the Service Provider: acts on the Purchaser’s specific written instructions but fails to notify the Purchaser in accordance with clause 13.12.3 (Data Protection); or fails to comply with any other obligation under the Contract. Guidance notes: Clause 58.4 provides an indemnity in limited circumstances where the Service Provider suffers a loss as a direct consequence of specific instructions from the Purchaser to do something under data protection law. It is subject to the Service Provider notifying the Purchaser that it thinks the instructions are in breach of data protection law. Offering an indemnity on this limited basis is intended to provide a commercial balance to the unlimited liability which the Service Provider will be subject to in accordance with the liability provisions in the event of a data protection breach. Subject always to clause 58.1, the liability of either Party to the other for Defaults under or in connection with this Contract shall in no event exceed [INSERT APPROPRIATE SUM – SEE GUIDANCE NOTES BELOW] for any one incident or series of related incidents annually (for that purpose counting from the Commencement Date), provided that the Service Provider’s liability in relation to the following clauses shall be unlimited:

Warranties and Representations. 9.3.1 8.1 The Supplier Provider warrants and represents that:-to the Council that: (a) 8.1.1 it has full capacity and authority and all necessary consents (including including, where its procedures so require, the consent of its Parent Companya parent company) to enter into and to perform its obligations under the Contract; (b) the 8.1.2 The Contract is executed by a duly authorised representative of the SupplierProvider; (c) 8.1.3 in entering into the Contract it has not committed any FraudProhibited Act; (d) as at the Commencement Date, all information, statements and representations contained in the Tender for the Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract and it will advise the Authority 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; (e) 8.1.4 no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which that will or might affect its ability to perform its obligations under the Contract; (f) 8.1.5 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;; and (g) 8.1.6 no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s Provider's assets or revenue;. (h) 8.2 The Provider acknowledges and confirms that: 8.2.1 it owns, has obtained or had an opportunity to carry out a thorough due diligence exercise in relation to the Services and has asked the Council all the questions it considers to be relevant for the purpose of establishing whether it is able to obtain valid licences for all Intellectual Property Rights that are necessary for provide the performance Services in accordance with the terms of its obligations under the Contract; (i) 8.2.2 it has received all information requested by it from the Council pursuant to clause 8.2.1 to enable it to determine whether it is able to provide the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff in accordance with all due skill, care and diligence; (j) in the three (3) years prior to the date terms of the Contract:; (i) 8.2.3 it has conducted made and shall make its own enquiries to satisfy itself as to the accuracy and adequacy of any information supplied to it by or on behalf of the Council pursuant to clause 8.2.2; 8.2.4 it has raised all financial accounting and reporting activities in compliance in all material respects relevant due diligence questions with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in Council before the jurisdiction in which it is establishedCommencement Date; and (k) 8.2.5 it has not done or omitted to do anything which could have an adverse effect entered into this agreement in reliance on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contractown due diligence.

Warranties and Representations. 9.3.1 7.1 The Supplier Provider warrants and represents that:-to the Council that: (a) it has full capacity and authority and all necessary consents (including including, where its procedures so require, the consent of its a Parent Company) to enter into and to perform its obligations under the Contractthis Agreement; (b) the Contract this Agreement is executed by a duly authorised representative representatives of the SupplierProvider; (c) in entering the Contract into this Agreement it has not committed any FraudProhibited Act; (d) as at the Commencement Date, all information, statements and representations contained in the Tender for are to the Services are best of its knowledge and belief true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority prior to Council before the execution of the Contract this Agreement and it will promptly advise the Authority Council of any fact, matter or circumstance of which it may become aware which during the Term that would render any such information, statement or representation to be false or misleading; (e) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which that will or might affect its ability to perform its obligations under this Agreement or any Contract which may be entered into with the ContractCouncil or Other Contracting Bodies; (f) 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 this Agreement or any Contract;; and (g) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s Provider's assets or revenue; (h) it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) in the three (3) years prior to the date of the Contract: (i) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (k) 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.

Warranties and Representations. 9.3.1 The Supplier warrants and represents that:- (a) that:- it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Company) to enter into and perform its obligations under the Contract; (b) ; the Contract is executed by a duly authorised representative of the Supplier; (c) ; in entering the Contract it has not committed any Fraud; (d) ; as at the Commencement Date, all information, statements and representations contained in the Tender and the PQQ Response for the Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract and it will advise the Authority 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; (e) ; 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; (f) ; 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; (g) ; no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the 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; (h) ; it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) ; the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) ; in the three (3) years prior to the date of the Contract: (i) : it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) ; it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (k) and 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. DEFAULT, DISRUPTION AND TERMINATION The Authority may terminate the Contract with immediate effect by giving notice in writing where the Supplier is a company and in respect of the Supplier: a proposal is made for a voluntary arrangement within Part I of the Insolvency Xxx 0000 or of any other composition scheme or arrangement with, or assignment for the benefit of, its creditors; or a shareholders’ meeting is convened for the purpose of considering a resolution that it be wound up or a resolution for its winding-up is passed (other than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation); or a petition is presented for its winding up (which is not dismissed within 14 days of its service) or an application is made for the appointment of a provisional liquidator or a creditors’ meeting is convened pursuant to section 98 of the Insolvency Xxx 0000; or a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or an application order is made either for the appointment of an administrator or for an administration order, an administrator is appointed, or notice of intention to appoint an administrator is given; or it is or becomes insolvent within the meaning of section 123 of the Insolvency Xxx 0000; or being a “small company” within the meaning of section 247(3) of the Companies Xxx 0000, a moratorium comes into force pursuant to Schedule A1 of the Insolvency Xxx 0000; or any event similar to those listed in 9.1.1 (a)-(g) occurs under the law of any other jurisdiction. The Supplier shall notify the Authority immediately if the Supplier undergoes a change of control within the meaning of section 416 of the Income and Corporation Taxes Xxx 0000 (“change of control”). The Authority may terminate the Contract by notice in writing with immediate effect within six (6) months of: being notified that a change of control has occurred; or where no notification has been made, the date that the Authority becomes aware of the change of control, but shall not be permitted to terminate where an Approval was granted prior to the change of control.

Warranties and Representations. 9.3.1 23.1 The Supplier warrants warrants, represents and represents that:-undertakes to the Customer that: (a) 23.1.1 it has full capacity and authority and all necessary consents licences, permissions (statutory, regulatory, contractual or otherwise) (including where its procedures so require, the consent of its Parent Company) to enter into and perform its obligations under the Contract; (b) 23.1.2 the Contract is executed by a duly authorised representative of the Supplier; (c) 23.1.3 in entering the Contract it has not committed any Fraud; 23.1.4 it has not committed any offence under the Prevention of Corruption Acts 1889 to 1916, or the Bribery Act 2010; 23.1.5 this Contract shall be performed in compliance with all Laws (das amended from time to time) and all applicable Standards; 23.1.6 as at the Commencement Date, all information, statements and representations contained in the Tender for the Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority Customer prior to execution of the Contract and it will advise the Authority 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 misleadingmisleading and all warranties and representations contained in the Tender shall be deemed repeated in this Contract; (e) 23.1.7 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; (f) 23.1.8 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; (g) 23.1.9 no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the 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 's assets or revenue; (h) 23.1.10 it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the ContractContract and shall maintain the same in full force and effect; (i) 23.2 The Supplier warrants represents and undertakes to the Customer that: 23.2.1 the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; 23.2.2 it shall discharge its obligations hereunder (jincluding the provision of the Services) with all due skill, care and diligence including in accordance with Good Industry Practice and its own established internal procedures; 23.2.3 in the three (3) years Years prior to the date of the ContractCommencement Date: (i) 23.2.3.1 it has conducted all financial accounting and reporting activities in compliance in all material respects in compliance with the generally accepted accounting principles that apply to it in any country where it files accounts;; and (ii) 23.2.3.2 it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and; (k) 23.2.3.3 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; and 23.2.3.4 for the Contract Period that all Staff will be vetted in accordance with Good Industry Practice, the Security Policy and the Quality Standards. 23.3 For the avoidance of doubt, the fact that any provision within this Contract is expressed as a warranty shall not preclude any right of termination the Customer may have in respect of breach of that provision by the Supplier. 23.4 The Supplier acknowledges and agrees that: 23.4.1 the warranties, representations and undertakings contained in this Contract are material and are designed to induce the Customer into entering into this contract; and 23.4.2 the Customer has been induced into entering into this Contract and in doing so has relied upon the warranties, representations and undertakings contained herein.

Warranties and Representations. 9.3.1 The Supplier warrants and represents that:-to the Authority that: (a) it has full capacity and authority and all necessary consents (including including, where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under the Contractthis Framework Agreement; (b) the Contract this Framework Agreement is executed by a duly authorised representative of the Supplier; (c) in entering the into this Framework Agreement or any Contract it has not committed any FraudProhibited Act; (d) as at the Commencement Date, all information, statements and representations contained in the Tender for the Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority prior to before the execution of the Contract this Framework Agreement and it will promptly advise the Authority of any fact, matter or circumstance of which it may become aware which during the Term that would render any such information, statement or representation to be false or misleading; (e) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which that will or might affect its ability to perform its obligations under this Framework Agreement and any Contract which may be entered into with the ContractAuthority; (f) 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 this Framework Agreement and any Contract;; and (g) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the 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 's assets or revenue; (h) it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) in the three (3) years prior to the date of the Contract: (i) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (k) 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.

Warranties and Representations. 9.3.1 5.1 The Supplier Goods shall be guaranteed by the Contractor for the period of 12 months from the putting into service of the Goods, or 18 months from the delivery of the Goods, whichever shall be shorter (the “Warranty Period”). 5.2 If at any time before the date falling 60 days after the end of the Warranty Period the Purchaser gives notice in writing to the Contractor of any defect in any of the Goods arising during the Warranty Period under proper and normal use of the Goods, the Contractor shall, without delay, remedy such defects without cost to the Purchaser. The Purchaser may elect whether the defect should be remedied by repair or replacement. 5.3 The rights of the Purchaser under Clause 5.2 shall be without prejudice to any other rights and remedies of the Purchaser. 5.4 For the purposes of Clause 4.1, Goods repaired or replaced pursuant to Clause 4.2 shall be deemed to be delivered and put into service on the date of repair or replacement, and accordingly shall be guaranteed for a further Warranty Period. 5.5 The Contractor warrants and represents that:-that: (a) it 5.5.1 the Contractor has full capacity and authority and all necessary consents (including but not limited to, where its procedures so require, the consent of its Parent Company) to enter into and to perform the Contract; 5.5.2 to the best of its knowledge there is no inhibition, restriction or prohibition which in any way affects the capacity of the Contractor to enter into and perform the Contract; 5.5.3 the Contractor shall discharge its obligations under the ContractContract in accordance with Good Industry Practice; (b) the Contract is executed by a duly authorised representative of the Supplier; (c) in entering the Contract it has not committed any Fraud; (d) 5.5.4 as at the Commencement Date, all information, statements and representations contained in the Tender for the Services Response are true, true accurate and not misleading save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract and it will promptly advise the Authority Purchaser of any fact, matter or circumstance of which it may become aware which during the Contract that would render any such information, statement or representation to be false or misleading; (e) 5.5.5 no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which that will or might affect its ability to perform its obligations under the Contract;; and (f) 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; (g) 5.5.6 no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the SupplierContractor’s assets or revenue;. (h) it owns, has obtained or is able 5.6 To the extent that any Services are to obtain valid licences for all Intellectual Property Rights that are necessary for be provided in accordance with the performance of its obligations under the Contract; (i) the Services Contract they shall be provided and carried out by appropriately experienced, qualified and trained Staff the Contractor in accordance with the Contract with all due reasonable skill, care and diligence;. (j) in the three (3) years prior to the date of the Contract: (i) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance 5.7 The Contractor shall comply with all applicable securities and tax laws and regulations in the jurisdiction in Laws which it is established; and (k) it has not done or omitted are relevant 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.

Warranties and Representations. 9.3.1 The Supplier SERVICE PROVIDER warrants and represents that:- (a) that: it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under the Contract; (b) the this Contract and that this Contract is executed by a duly authorised representative of the Supplier; SERVICE PROVIDER; this Contract shall be performed in compliance with all applicable laws, enactments, orders, regulations and other similar instruments as amended from time to time; the Ordered Services shall be provided and carried out by appropriately experienced, qualified and trained personnel with all due skill, care and diligence; it shall discharge its obligations hereunder with all due skill, care and diligence including good industry practice and (cwithout limiting the generality of this Clause 12) in entering the Contract it has not committed any Fraud; (d) as at the Commencement Date, all information, statements and representations contained in the Tender for the Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract and it will advise the Authority 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; (e) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of accordance with 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; (f) 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; (g) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the 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; (h) own established internal procedures; it owns, has obtained or is able to shall obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations this Contract and the use of the Ordered Services by the CLIENT; it has taken and shall continue to take all steps, in accordance with good industry practice, to prevent the introduction, creation or propagation of any disruptive element (including any virus, worm and/or trojan horse) onto the Ordered Service and into systems, data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by, the CLIENT; it shall take all measures to avoid any and all data loss and data corruption during the provision of the Ordered Services in accordance with good industry practice; it shall take all measures to avoid the failure or reduced performance (in whole or in part) of the Ordered Services; and this Contract is established on the terms and conditions of the Model Contract for legal services without amendment thereto save for the necessary information to complete that Model Contract as specified in the Order placed by the CLIENT. In the event and to the extent only of any conflicts between this Contract and the Model Contract for legal services, the Model Contract for legal services shall prevail over this Contract; (i) . The SERVICE PROVIDER acknowledges that any breach of the Services warranties in Clause 12.1 shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) in the three (3) years prior remedied as a matter of urgency at no cost to the date of CLIENT. Except as expressly stated in this Contract, all warranties and conditions, whether express or implied by statute, common law or otherwise (including fitness for purpose) are hereby excluded to the Contract: (i) extent permitted by law. Both the CLIENT and the SERVICE PROVIDER warrants to the other that it has conducted undertaken all financial accounting requisite corporate and reporting activities in compliance in all material respects with other action to approve the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities entering into and tax laws and regulations in the jurisdiction in which it is established; and (k) 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 performance of this Contract.

Warranties and Representations. 9.3.1 24.1 The Supplier warrants warrants, represents and represents that:-undertakes to the Customer that: (a) 24.1.1 it has full capacity and authority and all necessary consents licences, permissions (statutory, regulatory, contractual or otherwise) (including where its procedures so require, the consent of its Parent Company) to enter into and perform its obligations under the Contract; (b) 24.1.2 the Contract is executed by a duly authorised representative of the Supplier; (c) 24.1.3 in entering the Contract it has not committed any Fraud; 24.1.4 it has not committed any offence under the Prevention of Corruption Acts 1889 to 1916, or the Xxxxxxx Xxx 0000; 24.1.5 this Contract shall be performed in compliance with all Laws (das amended from time to time) and all applicable Standards; 24.1.6 as at the Commencement Date, all information, statements and representations contained in the Tender and the PQQ Response for the Goods and Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority Customer prior to execution of the Contract and it will advise the Authority 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 misleadingmisleading and all warranties and representations contained in the PQQ Response and Tender shall be deemed repeated in this Contract; (e) 24.1.7 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; (f) 24.1.8 it is not subject to any contractual obligation, compliance with which is likely to have an adverse effect affect on its ability to perform its obligations under the Contract; (g) 24.1.9 no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the 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 's assets or revenue; (h) 24.1.10 it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the ContractContract and shall maintain the same in full force and effect; (i) 24.2 The Supplier warrants represents and undertakes to the Customer that: 24.2.1 the Goods and Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; 24.2.2 it shall discharge its obligations hereunder (jincluding the provision of the Goods and Services) with all due skill, care and diligence including in accordance with Good Industry Practice and its own established internal procedures; 24.2.3 the Goods and Services are and will continue to be during the Contract Period: 24.2.3.1 of satisfactory quality; and 24.2.3.2 in conformance with the relevant specifications set out in this Contract, the relevant Order and (if applicable) the manufacturer’s specifications and documentation; 24.2.4 in the three (3) years Years prior to the date of the ContractCommencement Date: (i) 24.2.4.1 it has conducted all financial accounting and reporting activities in compliance in all material respects in compliance with the generally accepted accounting principles that apply to it in any country where it files accounts;; and (ii) 24.2.4.2 it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and; (k) 24.2.4.3 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; and 24.2.4.4 for the Contract Period that all Staff will be vetted in accordance with Good Industry Practice, the Security Policy and the Quality Standards. 24.3 For the avoidance of doubt, the fact that any provision within this Contract is expressed as a warranty shall not preclude any right of termination the Customer may have in respect of breach of that provision by the Supplier. 24.4 The Supplier acknowledges and agrees that: 24.4.1 the warranties, representations and undertakings contained in this Contract are material and are designed to induce the Customer into entering into this contract; and 24.4.2 the Customer has been induced into entering into this Contract and in doing so has relied upon the warranties, representations and undertakings contained herein.

Warranties and Representations. 9.3.1 The Supplier warrants and represents that:-to the Authority that: (a) it has full capacity and authority and all necessary consents (including including, where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under the Contractthis Agreement; (b) the Contract this Agreement is executed by a duly authorised representative of the Supplier; (c) in entering the into this Agreement or any Contract it has not committed any FraudProhibited Act; (d) as at the Commencement Date, all information, statements and representations contained in the Tender for the Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority prior to before the execution of the Contract this Agreement and it will promptly advise the Authority of any fact, matter or circumstance of which it may become aware which during the Term that would render any such information, statement or representation to be false or misleading; (e) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which that will or might affect its ability to perform its obligations under this Agreement and any Contract which may be entered into with the ContractAuthority; (f) 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 this Agreement and any Contract; (g) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the 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 's assets or revenue; (h) it owns, has obtained not engaged in collusion of any kind with any of the other DPS Providers in relation to this Agreement or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the future Contract;; and (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) in the three (3) years prior to up until the date of the Contract: (i) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (k) this Agreement, it has not done directly or omitted indirectly canvassed any member, official or employee of the Authority or their advisers in relation to do anything which could have an adverse effect on its assets, financial condition or position as an ongoing business concern this agreement or its ability to fulfil its obligations under the Contract.subject matter. SERVICE PRE-REQUISITES

Warranties and Representations. 9.3.1 23.1 The Supplier warrants warrants, represents and represents that:-undertakes to the Customer that: (a) 23.1.1 it has full capacity and authority and all necessary consents licences, permissions (statutory, regulatory, contractual or otherwise) (including where its procedures so require, the consent of its Parent Company) to enter into and perform its obligations under the ContractLease Agreement; (b) 23.1.2 the Contract Lease Agreement is executed by a duly authorised representative of the Supplier; (c) 23.1.3 in entering the Contract Lease Agreement it has not committed any Fraud; 23.1.4 it has not committed any offence under the Prevention of Corruption Acts 1889 to 1916, or the Xxxxxxx Xxx 0000; 23.1.5 this Lease Agreement shall be performed in compliance with all Laws (das amended from time to time) and all applicable Standards; 23.1.6 as at the Commencement Date, all information, statements and representations contained in the Tender and the PQQ Response for the Goods and Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority Customer prior to execution of the Contract Lease Agreement and it will advise the Authority 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 misleadingmisleading and all warranties and representations contained in the PQQ Response and Tender shall be deemed repeated in this Lease Agreement; (e) 23.1.7 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 ContractLease Agreement; (f) 23.1.8 it is not subject to any contractual obligation, compliance with which is likely to have an adverse effect affect on its ability to perform its obligations under the ContractLease Agreement; (g) 23.1.9 no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the 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 's assets or revenue; (h) 23.1.10 it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the ContractLease Agreement and shall maintain the same in full force and effect; (i) 23.2 The Supplier warrants represents and undertakes to the Customer that: 23.2.1 the Goods and Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; 23.2.2 it shall discharge its obligations hereunder (j) in including the three (3) years prior to the date provision of the Contract: (iGoods and Services) it has conducted with all financial accounting due skill, care and reporting activities diligence including in compliance in all material respects accordance with the generally accepted accounting principles that apply to it in any country where it files accountsGood Industry Practice and its own established internal procedures; (ii) it has been in full compliance with all applicable securities 23.2.3 the Goods and tax laws Services are and regulations in will continue to be during the jurisdiction in which it is established; and (k) 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.Lease Agreement Period:

Warranties and Representations. 9.3.1 5.1 The Supplier Provider warrants and represents that:-that in providing the Services: (a) 5.1.1 it will exercise all the reasonable skill, care and diligence to be expected of a properly qualified and competent person experienced in the provision of services which are similar in nature to the Services; and 5.1.2 it will meet any targets and service levels detailed in the Specification within the timescales detailed therein; and 5.1.3 it will comply with the Law including but not limited to the legal requirement to pay the National Minimum Wage. 5.2 The Provider further warrants that: 5.2.1 it has full capacity and authority and all necessary rights and consents (including but not limited to, where its procedures so require, the consent of its Parent Companyparent company) to enter into and to perform its obligations under the Contract; (b) Agreement and to grant the Contract rights to be granted hereunder and that the Agreement is executed by a duly authorised representative of the SupplierProvider; (c) 5.2.2 there are no material facts or circumstances in entering relation to the Contract it has financial position or operation or constitution of the Provider which have not committed any Fraud; (d) as at the Commencement Date, all information, statements been fully and representations contained in the Tender for the Services are true, accurate and not misleading save as may have been specifically fairly disclosed in writing to the Authority prior in writing and which if so disclosed might reasonably have been expected to execution affect the decision of the Contract and it will advise Authority to enter into the Authority 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 misleadingAgreement; 5.2.3 in entering into the Agreement it is not in breach of clause 11 (e) Fraud and Irregularity and Corrupt Gifts); 5.2.4 it owns, has obtained or is able to obtain, valid licences for all Intellectual Property Rights and all permissions, authorisations, consents and permits that are necessary for the performance of its obligations under the Agreement; 5.2.5 no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might affect have a material adverse effect on its ability to perform its obligations under the ContractAgreement; (f) 5.2.6 it is not subject to any contractual obligation, compliance with which is likely to have an a material adverse effect on its ability to perform its obligations under the ContractAgreement; (g) 5.2.7 no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the SupplierProvider’s assets or revenue;; and (h) it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) 5.2.8 in the three (3) 3 years prior to the date of the ContractCommencement Date: (i) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (ki) it has not done or omitted to do anything which could have an a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the ContractAgreement. 5.3 The Authority shall at any time be entitled to assign or transfer the benefit of the warranties given under the Agreement by way of legal assignment without the Provider’s consent. 5.4 Except as expressly stated in the Agreement, all warranties and conditions, whether express or implied by statute, common law or otherwise (including but not limited to fitness for purpose) are hereby excluded to the extent permitted by law.

Warranties and Representations. 9.3.1 ‌ 15.1 The Supplier CONTRACTOR hereby warrants and represents that:-to the AUTHORITY that: (aA) it The CONTRACTOR has full capacity and authority and all necessary licences and consents (including where its procedures so require, the consent of its Parent Company) to enter into and perform this Agreement and there are no circumstances which exist which could lead to any of such licences or consents being revoked or not being renewed in whole or in part; (B) the Services shall be supplied and rendered by appropriately experienced, qualified and trained personnel with all due skill, care and diligence; (C) the CONTRACTOR shall discharge its obligations hereunder with all due skill, care and diligence including but not limited to Best Practice and in accordance with its own established internal Procedures, and shall at all times act accordingly or as may otherwise be authorised in accordance with the Change Control Procedures; (D) in the event of the provision of the Exit Services, the AUTHORITY or the Replacement Contractor (as applicable) shall acquire title to any Assets sold to the AUTHORITY or the Replacement Contractor (as applicable) free from all encumbrances, and the AUTHORITY or the Replacement Contractor (as applicable) shall have the right to quiet possession of such Assets and such Assets shall, at the point of transfer, be in good working order (fair wear and tear excepted) and in a condition sufficient to support the performance of services the same as or substantially similar to the Services to at least the level required of the Services before termination or expiry; (E) its obligations under the Contractthis Agreement shall be performed in compliance with all applicable Laws, enactments, orders, regulations, and other similar instruments; (bF) the Contract is executed by a duly authorised representative of Services shall be provided in accordance with the SupplierService Levels; (cG) all components and equipment supplied and/or used in entering the Contract it has not committed any Fraudcourse of the provision of the Services shall be used and maintained in accordance with their manufacturers’ technical specifications; (dH) all software developments, amendments, modifications or enhancements carried out by or on behalf of the CONTRACTOR as at part of the Commencement Date, all information, statements Services shall comply with the specifications therefor agreed by the AUTHORITY and representations contained the CONTRACTOR; (I) the provision of the Services shall not cause electrical interference to Government sites or to those premises operated by the AUTHORITY’s staff beyond the limits laid down in the Tender relevant standard specified in Schedule 11, provided that for the purpose of this clause 15.1(I), the Services shall be deemed to include the operation of any testing and monitoring instruments used in connection with the provision of the Services; the CONTRACTOR will ensure that all Subcontracts, equipment rental or lease agreements, licences of Intellectual Property Rights (other than licences for Redacted Pursuant to Section 43 (1) under FoI Act. (J) and all other (non-employment) contracts which are truenecessary to the performance of the Services, accurate are, for the duration of the Term, assignable to the AUTHORITY (without any transfer charge) upon the exercise of any termination rights prior to the expiry of the Agreement and not misleading save as may have been specifically disclosed the CONTRACTOR will confirm this in writing to the Authority prior to execution AUTHORITY within one (1) month of the Contract Actual Transfer of Responsibility Date or within one (1) month of entering into of any such agreement (whichever is the later); (K) the CONTRACTOR will use its best endeavours to ensure that all Subcontracts, equipment rental or lease agreements, licences of Intellectual Property Rights (other than licences for USD and Opsware software tools) and all other (non- employment) contracts which are necessary to the performance of the Services, are assignable to the AUTHORITY (without any transfer charge) upon the expiry of the Agreement and the CONTRACTOR will confirm this in writing to the AUTHORITY within one (1) month of the Transfer of Responsibility Date or within one (1) month of entering into of any such agreement (whichever is the later); (L) all statements and representations in the CONTRACTOR’s Response to the SOR are, to the best of its knowledge, information and belief, true and accurate and it will advise the Authority AUTHORITY 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; (eM) no claim is being asserted subject to clause 14.7 the provision of the Services and no litigationthe Deliverables, arbitration or administrative proceeding is presently in progress orand the AUTHORITY’s Use thereof, to the best shall not infringe any Intellectual Property Rights 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 Contractany third party; (fN) it is the CONTRACTOR shall not subject encumber in any way any Assets, where “encumber” shall for the purposes of this clause 15.1(N) exclude entering into any leasing agreement, but include the creation of any interest or equity in favour of any person (including without limitation any right to acquire, option or right of pre-emption) or any contractual obligationmortgage, compliance with which is likely to have an adverse effect on its ability to perform its obligations under the Contract;charge, pledge, lien, assignment, security interest, title retention or any other security agreement or arrangement; and (gO) no proceedings any and all information supplied by or other steps have been taken and not discharged (nor, on behalf of the CONTRACTOR to the best of its knowledge, are threatened) for the winding up of the Supplier AUTHORITY or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of its advisors, including but not limited to the Supplier’s assets or revenue;contents of the Technical Definitions Documents, was, at the time it was provided, true and accurate. 15.2 The AUTHORITY warrants that: (hA) it owns, has obtained all necessary rights in the AUTHORITY Third Party Software and AUTHORITY Software or is able any other item necessary for the provision of the Services to obtain valid licences for all Intellectual Property Rights that are necessary grant to the CONTRACTOR (and its Subcontractors) a right to use such AUTHORITY Third Party Software and Government Furnished Software for the performance of its the CONTRACTOR’s obligations under the Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) in the three (3) years prior to the date of the Contract: (i) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is establishedthis Agreement; and (kB) it has so far as the AUTHORITY is aware, the use by the CONTRACTOR of the AUTHORITY Third Party Software and AUTHORITY Software in the delivery of the Services will 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 Contractinfringe any Intellectual Property Right of any third party.

Warranties and Representations. 9.3.1 The Supplier warrants and represents that:- (a) that:- it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Company) to enter into and perform its obligations under the Contract; (b) ; the Contract is executed by a duly authorised representative of the Supplier; (c) ; in entering the Contract it has not committed any Fraud; (d) fraud; as at the Commencement Date, all information, statements and representations contained in the Tender for the Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority ConstructionSkills prior to execution of the this Contract and it will advise the Authority ConstructionSkills 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; (e) ; it is approved or accredited by Relevant Awarding Bodies for the provision of the Services; 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 this Contract; (f) ; it is not subject to any contractual obligation, compliance with which is likely to have an adverse effect affect on its ability to perform its obligations under the this Contract; (g) ; no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the 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 's assets or revenue; (h) ; it owns, has obtained or is able to obtain obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the this Contract; (i) ; the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) ; in the three (3) years prior to the date of the this Contract: (i) : it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) ; and it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (k) and 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 this Contract.

Warranties and Representations. 9.3.1 The Supplier Provider warrants and represents that:- (a) that:- it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Company) to enter into and perform its obligations under the Contract; (b) ; the Contract is executed by a duly authorised representative of the Supplier; (c) Provider; in entering the Contract it has not committed any Fraud; (d) ; as at the Commencement Date, all information, statements and representations contained in their submission to both the Request to Participate and the Invitation to Tender for the Goods, Services and/or Works (if applicable) are true, accurate and not misleading save as may have been specifically disclosed in writing to LPP and the Authority Customer prior to execution of the Contract and it will advise the Authority 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; (e) ; 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; (f) ; 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; (g) ; no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s Provider's assets or revenue; (h) ; it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; ; the Goods, Services and/or Works (iif applicable) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) ; in the three (3) years prior to the date of the Contract: (i) Contract:- it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) ; and it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (k) 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.

Warranties and Representations. 9.3.1 The Supplier Provider warrants and represents that:- (a) it that: It has full capacity and authority to enter into this Contract and all necessary consents (including where Consents have been obtained and are in full force and effect; its procedures so requireexecution of this Contract does not and will not contravene or conflict with its constitution, the consent any Law, or any agreement to which it is a party or which is binding on it or any of its Parent Company) to enter into and perform its obligations under the Contract; (b) the Contract is executed by a duly authorised representative of the Supplier; (c) assets ; in entering the this Contract it has not committed any Fraud; (d) as at the Commencement Date, ; all information, statements and representations contained in the Tender for the Services are true, accurate and not misleading save as may have been specifically disclosed in writing reasonably material information supplied by it to the Authority prior during the award procedure leading to the execution of the this Contract is, to its reasonable knowledge and belief, true and accurate and it will advise is not aware of any material facts or circumstances which have not been disclosed to the Authority which would, if disclosed, be likely to have an adverse effect on a reasonable public sector entity’s decision whether or not to contract with the Provider substantially on the terms 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; (e) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, this Contract; to the best of its knowledge and beliefknowledge, pending nothing will have, or threatened against it or its assets which will or might affect its ability to perform its obligations under the Contract; (f) it is not subject to any contractual obligation, compliance with which is likely to have an have, a material adverse effect on its ability to perform its obligations under this Contract; it has the Contract; (g) no proceedings or other steps have been taken right to permit disclosure and not discharged (nor, to the best use of its knowledge, are threatened) Confidential Information for the winding up purpose 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; (h) it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the this Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) ; in the three (3) 3 years prior to the date of the Contract: (i) it Commencement Date: It has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it ; It has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (k) it and It has not done or omitted to do anything which could have an a material adverse effect on its assets, financial condition or position as an ongoing on going business concern or its ability to fulfil its obligations under this Contract; and No proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge are threatened) for the winding up of the Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Provider’s assets or revenue. The Authority warrants and represents that: it has full power and authority to enter into this Contract and all necessary approvals and consents have been obtained and are in full force and effect; its execution of this Contract does not and will not contravene or conflict with its constitution, any Law, or any agreement to which it is a party or which is binding on it; it has the right to permit disclosure and use of Confidential Information for the purpose of this Contract; and to the best of its knowledge, nothing will have, or is likely to have, a material adverse effect on its ability to perform its obligations under this Contract. The warranties set out in this clause 25 are given on the Commencement Date and repeated on every day during the term of this Contract.

Warranties and Representations. 9.3.1 The Supplier Service Provider warrants and represents that:- (a) that:- it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Company) to enter into and perform its obligations under the Contract; (b) ; the Contract is executed by a duly authorised representative of the Supplier; (c) Service Provider; in entering the Contract it has not committed any Fraud; (d) ; as at the Commencement Date, all information, statements and representations contained in the Tender and the PQQ Response for the Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority Customer prior to execution of the Contract and it will advise the Authority 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; (e) ; 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; (f) ; 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; (g) ; no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier Service Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the SupplierService Provider’s assets or revenue; (h) ; it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) ; the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) ; in the three (3) years prior to the date of the Contract: (i) : it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) ; it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (k) and 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.

Warranties and Representations. 9.3.1 The A. Supplier warrants and represents that:-that: (a) it has full capacity a. Supplier shall take commercially reasonable actions and authority precautions to cause Software Delivered under this Agreement to be free of Vulnerabilities and all necessary consents (including where its procedures so require, the consent of its Parent Company) to enter into Harmful Code and perform its without limiting Amdocs' other obligations under this Agreement, [**] under this Agreement, Amdocs shall provide [**] such Vulnerabilities and Harmful Code and shall [**] such Vulnerabilities and Harmful Code and, if the ContractVulnerabilities and Harmful Code [**]; (b) b. Following Delivery, Supplier shall [**] under [**]; c. During the Contract is executed by a duly authorised representative Warranty Period, all Software delivered under this Agreement shall comply with the Specifications in all material respects; d. SBC's Use and display of the SupplierSoftware in the form delivered, and in accordance with Specifications and the terms of this Agreement, will not result in the infringement of any copyright, trademark, service xxxx, mask work, or United States patent, nor will such Use result in a valid claim of misappropriation of any trade secret; (c) in entering the Contract it has not committed any Fraud; (d) as at the Commencement Datee. Supplier possesses sufficient rights, all informationinterests, statements licenses, and representations contained in the Tender for the Services are true, accurate and not misleading save as may have been specifically disclosed in writing title to the Authority prior Software to execution of the Contract and it will advise the Authority 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; (e) 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 enable Supplier to perform its obligations under the Contractthis Agreement, whether derived from invention, creation, authorship, assignment, or license from another party or parties; (f) it f. To the best of Supplier's knowledge, there is no pending or threatened litigation which, if resolved against Supplier as a party, would have a material adverse effect upon Supplier's ability to perform under this Agreement; g. All Software delivered under this Agreement shall be free of liens, encumbrances, and security interests of any kind; h. No consent, approval, or withholding of objection of any other party, including any branch or agency of government, is required as required as a condition of Supplier's entering into or performing under this Agreement; i. The foregoing warranties are not subject to any contractual obligation, compliance with which is likely condition to have an adverse effect on its ability to perform its obligations under the Contract; (g) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the 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; (h) it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) the Services shall be provided and carried out performed by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) in the three (3) years prior to the date of the Contract: (i) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is establishedSBC; and (k) it has j. The foregoing warranties shall survive Delivery, installation, Acceptance, and payment. Amdocs shall, [**] in Section 3.34(A)(c), [**] in accordance with the provisions of Article 5.0. B. THE WARRANTIES STATED IN THIS AGREEMENT ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY, PROPRIETARY INFORMATION The information contained herein is not done for use or omitted to do anything which could have an adverse effect on its assetsdisclosure outside SBC, financial condition or position as an ongoing business concern or its ability to fulfil its obligations Supplier, their affiliated and subsidiary companies, and their third party representatives, except under the Contractwritten agreement. Software Master Agreement No. 03032360 EXPRESS, OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHICH AMDOCS EXPRESSLY DISCLAIMS.

Warranties and Representations. 9.3.1 ‌ The Supplier Contractor warrants and represents that:-that: (a) 48.1.1 it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Companyparent company) to enter into and perform its obligations under the Contract; (b) Contract and that the Contract is executed by a duly authorised representative of the SupplierContractor; (c) 48.1.2 in entering the Contract it has not committed any FraudProhibited Act; (d) 48.1.3 as at the Commencement Date, all information, statements and representations information contained in the Tender for the Services are remains true, accurate and not misleading misleading, save as may have been specifically disclosed in writing to the Authority Council prior to execution of the Contract and it will advise the Authority 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 misleadingContract; (e) 48.1.4 no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might affect have a material adverse effect on its ability to perform its obligations under the Contract; (f) 48.1.5 it is not subject to any contractual obligation, compliance with which is likely to have an a material adverse effect on its ability to perform its obligations under the Contract; (g) 48.1.6 no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the SupplierContractor’s assets or revenue; (h) 48.1.7 it owns, has obtained or is able to obtain obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) 48.1.8 in the three (3) 3 years prior to the date of the Contract: (ia) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (iib) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (kc) it has not done or omitted to do anything which could have an a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract.

Warranties and Representations. 9.3.1 The Supplier warrants warrants, represents and represents that:- (a) undertakes that: it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Companyparent company) to enter into and perform its obligations under the Contract; (b) the Contract this Agreement; this Agreement is executed by a duly authorised representative of the Supplier; (c) ; in entering the Contract into this Agreement it has not committed any Fraud; (d) as at the Commencement Date, all information, statements and representations contained in the Tender for the Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract and it will advise the Authority 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; (e) ; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might affect have a material adverse effect on its ability to perform its obligations under the Contract; (f) this Agreement; it is not subject to any contractual obligation, compliance with which is likely to have an a material adverse effect on its ability to perform its obligations under the Contract; (g) this Agreement; no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the 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 's assets or revenue; (h) ; it owns, has obtained or is able to obtain obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) this Agreement; all Staff used to provide the Services shall will be provided vetted in accordance with Good Industry Practice and carried out by appropriately experienced, qualified and trained the Staff with all due skill, care and diligence; (j) in the three (3) years prior to the date of the Contract: (i) Vetting Procedures; it has conducted and will continue to hold all financial accounting necessary regulatory approvals (if any) from the Regulatory Bodies necessary to perform the Supplier's obligations under this Agreement; and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (k) it has not done or omitted to do anything which could have an a material adverse effect on its assets, financial condition or position as an ongoing on-going business concern or its ability to fulfil its obligations under this Agreement. Mistakes in Information The Supplier shall be responsible for the Contractaccuracy of all drawings, documentation and information supplied to the Commissioner by the Supplier in connection with the supply of the Services and shall pay the Commissioner any extra costs occasioned by any discrepancies, errors or omissions therein.

Warranties and Representations. 9.3.1 The Supplier Provider warrants and represents that:- (a) it that: It has full capacity and authority to enter into this Contract and all necessary consents (including where Consents have been obtained and are in full force and effect; its procedures so requireexecution of this Contract does not and will not contravene or conflict with its constitution, the consent any Law, or any agreement to which it is a party or which is binding on it or any of its Parent Company) to enter into and perform its obligations under the Contract; (b) the Contract is executed by a duly authorised representative of the Supplier; (c) assets; in entering the this Contract it has not committed any Fraud; (d) as at the Commencement Date, all information, statements and representations contained in the Tender for the Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract and it will advise the Authority 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; (e) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, ; to the best of its knowledge and beliefknowledge, pending nothing will have, or threatened against it or its assets which will or might affect its ability to perform its obligations under the Contract; (f) it is not subject to any contractual obligation, compliance with which is likely to have an have, a material adverse effect on its ability to perform its obligations under this Contract; it has the Contract; (g) no proceedings or other steps have been taken right to permit disclosure and not discharged (nor, to the best use of its knowledge, are threatened) Confidential Information for the winding up purpose 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; (h) it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the this Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) ; in the three (3) 3 years prior to the date of the Contract: (i) it Commencement Date: It has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it ; It has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (k) it and It has not done or omitted to do anything which could have an a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under this Contract; and No proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge are threatened) for the winding up of the Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Provider’s assets or revenue; it shall use Good Industry Practice to ensure that any information and communications technology systems and/or related hardware and/or software it uses are free from corrupt data, viruses, worms and any other computer programs or code which might cause harm or disruption to the Authority's information and communications technology systems; it shall: (i) comply with all relevant Law and Guidance and shall use Good Industry Practice to ensure that there is no slavery or human trafficking in its supply chains; and (ii) notify the Authority immediately if it becomes aware of any actual or suspected incidents of slavery or human trafficking in its supply chains; it shall at all times conduct its business in a manner that is consistent with any anti-slavery Policy of the Authority and shall provide to the Authority any reports or other information that the Authority may request as evidence of the Supplier’s compliance with this Clause B20.1 j) and/or as may be requested or otherwise required by the Authority in accordance with its anti-slavery Policy. The Authority warrants and represents that: it has full power and authority to enter into this Contract and all necessary approvals and consents have been obtained and are in full force and effect; its execution of this Contract does not and will not contravene or conflict with its constitution, any Law, or any agreement to which it is a party or which is binding on it; it has the right to permit disclosure and use of Confidential Information for the purpose of this Contract; and to the best of its knowledge, nothing will have, or is likely to have, a material adverse effect on its ability to perform its obligations under this Contract. The warranties set out in this clause B20. are given on the Commencement Date and repeated on every day during the term of this Contract.

Warranties and Representations. 9.3.1 (1) The Supplier Contractor warrants and represents that:-that: (a) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Companyparent company) to enter into and perform its obligations under the Contract; (b) Contract and that the Contract is executed by a duly authorised representative of the SupplierContractor; (cb) in entering the Contract it has not committed any Fraud; (dc) as at the Commencement Date, all information, statements and representations information contained in the Tender for the Services are remains true, accurate and not misleading misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract and it will advise the Authority 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 misleadingContract; (ed) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might affect have a material adverse effect on its ability to perform its obligations under the Contract; (fe) it is not subject to any contractual obligation, compliance with which is likely to have an a material adverse effect on its ability to perform its obligations under the Contract; (gf) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the SupplierContractor’s assets or revenue; (hg) it owns, has obtained or is able to obtain obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (jh) in the three (3) 3 years prior to the date of the Contract: (i) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (kiii) it has not done or omitted to do anything which could have an a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract.

Warranties and Representations. 9.3.1 The Supplier Provider warrants and represents that:- (a) to LPP that:- it has full capacity and authority and all necessary consents (including including, where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under this Agreement; it acknowledges that it will not be able to bid for any further competitions under the DPS following the issue of any Invitation to Tender if it has not signed and returned this Agreement; all obligations of the Provider pursuant to this Agreement and under any Call-off Contract shall be performed by appropriately experienced, certified, qualified and trained Staff with all due skill, care and diligence; it will ensure that the Provider and all Staff, agents, sub-contractors, self-employed staff or personnel employed by the Provider in connection with the Goods, Services and/or Works (if applicable) will comply with the relevant Legislation, Codes of Conduct and Regulations governing the delivery of Goods, Services and/or Works (if applicable). the Provider is not in default in the payment of any due and payable taxes or in the filing, registration or recording of any document or under any legal or statutory obligation or requirement which default might have a material adverse effect on its business, assets or financial condition or its ability to observe or perform its obligations under this Agreement and under any Call-off Contract; . the Provider shall discharge its obligations under this Agreement and under any Call-off Contract with all due skill, care and diligence including but not limited to the good industry practice and (bwithout limiting the generality of this Clause) the Contract in accordance with its own established internal procedures; this Agreement is executed by a duly authorised representative of the Supplier; (c) Provider; in entering the into this Agreement or any Call-Off Contract it has not committed any Fraud; (d) ; as at the Commencement Date, all information, statements and representations contained in the Tender Request to Participate/ completed Pre-Qualification Questionnaire (including statements made in relation to the categories referred to in regulation 57 of the Regulations) for the Goods, Services and/or Works (if applicable) are true, accurate accurate, and not misleading save as may have been specifically disclosed in writing to the Authority LPP prior to the execution of the Contract this Agreement and it will promptly advise the Authority LPP 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; ; it has not entered into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of this Agreement or any Call-off Contract; it has not caused or induced any person to enter such agreement referred to in Clause 8.1.8 above; it has not offered or agreed to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Goods, Services and/or Works (eif applicable) under the Agreement; it has not committed any offence under the Prevention of Corruption Acts 1889 to 1916 or the Xxxxxxx Xxx 0000; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under the Contract; (f) this Agreement and any Call-Off Contract which may be entered into with LPP or Other Contracting Authorities; 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; (g) this Agreement and any Call-Off Contract which may be entered into with LPP or Other Contracting Authorities; no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s Provider's assets or revenue; (h) it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) the Services shall be provided ; and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) in the three (3) years prior to the date of the Contract: (i) this Agreement:- it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) ; it has been in full compliance with all applicable securities and tax securities, laws and regulations in the jurisdiction in which it is established; and (k) and it has not done performed any act or omitted omission with respect to do anything its financial accounting or reporting which could have an adverse effect on its assets, financial condition or the Provider's position as an ongoing business concern or its ability to fulfil its obligations under this Agreement. The Provider shall perform the ContractGoods, Services and/or Works (if applicable) in a conscientious and timely manner in accordance with the Contract Standard as described in this Agreement or as reasonably required by LPP and/or the Contracting Authority. The Provider shall notify LPP’s Contracting Manager immediately of any circumstances relating to the Provider and/or LPP and/or the Contracting Authority concerning the Goods, Services and/or Works (if applicable) of which the Provider is aware or anticipates which may justify LPP and/or the Contracting Authority taking action to protect its interests (including its reputation and standing). The Provider warrants and represents the statements in Clause 8.1 above to each of the Other Contracting Authorities.

Warranties and Representations. 9.3.1 The Supplier Service Provider warrants and represents that:- (a) undertakes that:- it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Company) to enter into and perform its obligations under the Contract; (b) ; the Contract is executed by a duly authorised representative of the Supplier; (c) Service Provider; in entering the Contract it has not committed any Fraud; (d) ; as at the Commencement Date, all information, statements and representations contained in the Tender and the PQQ Response for the Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority Customer prior to execution of the Contract and it will advise the Authority 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; (e) ; 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; (f) ; 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; (g) ; no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier Service Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the SupplierService Provider’s assets or revenue; (h) ; it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) ; the Services shall be provided supplied and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) ; in the three (3) years prior to the date of the Contract: (i) : it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) ; it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (k) and 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. for the duration of the Contract Period that all personnel used to provide the Services will be vetted in accordance with Good Industry Practice, the Security Policy and the Standards.

Warranties and Representations. 9.3.1 The Supplier warrants warrants, represents and represents that:- (a) undertakes to the Contracting Body that: it has full capacity and authority Authority and all necessary consents (including where its procedures so require, the consent of its Parent Company) to enter into and perform its obligations under the Contract; (b) ; the Contract is executed by a duly authorised representative of the Supplier; (c) ; in entering the Contract it has not committed any Fraud; (d) ; as at the Commencement Date, all information, statements and representations contained in the Tender Response for the Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority Contracting Body prior to execution of the Contract and it will advise the Authority Contracting Body 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; (e) misleading and all warranties and representations contained in the Response and Tender shall be deemed repeated in this Contract; 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; (f) ; it is not subject to any contractual obligation, compliance with which is likely to have an adverse effect affect on its ability to perform its obligations under the Contract; (g) ; no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the 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; (h) ; it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) ; the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) ; in the three (3) years prior to the date of Commencement Date (or for such shorter period as the Contract: (i) Supplier has been in existence): it has conducted all financial accounting and reporting activities in compliance in all material respects in compliance with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) ; and it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (k) 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; and for the Contract Period that all Staff will be vetted in accordance with Good Industry Practice, the Security Policy and the Quality Standards. For the avoidance of doubt, the fact that any provision within this Contract is expressed as a warranty shall not preclude any right of termination the Contracting Body may have in respect of breach of that provision by the Supplier. The Supplier acknowledges and agrees that: the warranties, representations and undertakings contained in this Contract are material and are designed to induce the Contracting Body into entering into this contract; and the Contracting Body has been induced into entering into this Contract and in doing so has relied upon the warranties, representations and undertakings contained herein.

Warranties and Representations. 9.3.1 The Supplier warrants warrants, represents and represents that:- (a) undertakes to the Customer that: it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Company) to enter into and perform its obligations under the Contract; (b) ; the Contract is executed by a duly authorised representative of the Supplier; (c) ; in entering the Contract it has not committed any Fraud; (d) ; as at the Commencement Date, all information, statements and representations contained in the Tender for and the Services PQQ Response are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority Customer prior to execution of the Contract and it will advise the Authority 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; (e) misleading and all warranties and representations contained in the PQQ Response and Tender shall be deemed repeated in this Contract; 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; (f) ; it is not subject to any contractual obligation, compliance with which is likely to have an adverse effect affect on its ability to perform its obligations under the Contract; (g) ; no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the 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 's assets or revenue; (h) ; it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) ; the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) ; in the three (3) years prior to the date of the Contract: (i) Commencement Date: it has conducted all financial accounting and reporting activities in compliance in all material respects in compliance with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) ; and it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (k) 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.; and for the Contract Period that all Staff will be vetted in accordance with Good Industry Practice, the Security Policy and the Quality Standards. For the avoidance of doubt, the fact that any provision within this Contract is expressed as a warranty shall not preclude any right of termination the Customer may have in respect of breach of that provision by the Supplier. The Supplier acknowledges and agrees that: the warranties, representations and undertakings contained in this Contract are material and are designed to induce the Customer into entering into this contract; and the Customer has been induced into entering into this Contract and in doing so has relied upon the warranties, representations and undertakings contained herein. LIABILITIES

Warranties and Representations. 9.3.1 The Supplier warrants and represents that:- (a) that:- it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Company) to enter into and perform its obligations under the Contract; (b) ; the Contract is executed by a duly authorised representative of the Supplier; (c) ; in entering the Contract it has not committed any Fraud; (d) ; as at the Commencement Date, all information, statements and representations contained in the Tender for the Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract and it will advise the Authority 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; (e) ; 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; (f) ; 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; (g) ; no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the 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; (h) ; it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) ; the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) ; in the three (3) years prior to the date of the Contract: (i) : it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) ; it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (k) and 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. DEFAULT, DISRUPTION AND TERMINATION The Authority may terminate the Contract with immediate effect by giving notice in writing where the Supplier is a company and in respect of the Supplier: a proposal is made for a voluntary arrangement within Part I of the Insolvency Act 1986 or of any other composition scheme or arrangement with, or assignment for the benefit of, its creditors; or a shareholders’ meeting is convened for the purpose of considering a resolution that it be wound up or a resolution for its winding-up is passed (other than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation); or a petition is presented for its winding up (which is not dismissed within 14 days of its service) or an application is made for the appointment of a provisional liquidator or a creditors’ meeting is convened pursuant to section 98 of the Insolvency Act 1986; or a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or an application order is made either for the appointment of an administrator or for an administration order, an administrator is appointed, or notice of intention to appoint an administrator is given; or it is or becomes insolvent within the meaning of section 123 of the Insolvency Act 1986; or being a “small company” within the meaning of section 247(3) of the Companies Act 1985, a moratorium comes into force pursuant to Schedule A1 of the Insolvency Act 1986; or any event similar to those listed in 9.1.1 (a)-(g) occurs under the law of any other jurisdiction. The Supplier shall notify the Authority immediately if the Supplier undergoes a change of control within the meaning of section 416 of the Income and Corporation Taxes Act 1988 (“change of control”). The Authority may terminate the Contract by notice in writing with immediate effect within six (6) months of: being notified that a change of control has occurred; or where no notification has been made, the date that the Authority becomes aware of the change of control, but shall not be permitted to terminate where an Approval was granted prior to the change of control.

Warranties and Representations. 9.3.1 The Supplier warrants and represents that:-that: (a) 47.1.1 all information submitted within the Accreditation and Enrolment is correct and accurate at the time of submission and shall ensure that all necessary and appropriate Accreditation and Enrolment checks and details are kept up to date throughout the Term. In the event that the Supplier’s status or compliance to any of the Selection Criteria changes throughout the Term of the Contract, then the Supplier shall inform the Council immediately and the Supplier acknowledges that the Council reserves the right to, at its sole discretion, expel the Supplier from the DPS, dependent upon the nature of such changes, particularly if such changes are to the detriment of the performance or standards of this Contract; 47.1.2 it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Companyparent company) to enter into and perform its obligations under the Contract; (b) Contract and that the Contract is executed by a duly authorised representative of the Supplier; (c) 47.1.3 in entering the Contract it has not committed any FraudProhibited Act; (d) 47.1.4 as at the Commencement Date, all information, statements and representations information contained in the Tender for the Services are remains true, accurate and not misleading misleading, save as may have been specifically disclosed in writing to the Authority Council prior to execution of the Contract and it will advise the Authority 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 misleadingContract; (e) 47.1.5 no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might affect have a material adverse effect on its ability to perform its obligations under the Contract; (f) 47.1.6 it is not subject to any contractual obligation, compliance with which is likely to have an a material adverse effect on its ability to perform its obligations under the Contract; (g) 47.1.7 no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the 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; (h) 47.1.8 it owns, has obtained or is able to obtain obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) 47.1.9 in the three (3) 3 years prior to the date of the Contract: (ia) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (iib) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (kc) it has not done or omitted to do anything which could have an a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract.

Warranties and Representations. 9.3.1 The Supplier Contractor warrants and represents that:-that: (a) 48.1.1 it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Companyparent company) to enter into and perform its obligations under the Contract; (b) Contract and that the Contract is executed by a duly authorised representative of the SupplierContractor; (c) 48.1.2 in entering the Contract it has not committed any FraudProhibited Act; (d) 48.1.3 as at the Commencement Date, all information, statements and representations information contained in the Tender for the Services are remains true, accurate and not misleading misleading, save as may have been specifically disclosed in writing to the Authority Council prior to execution of the Contract and it will advise the Authority 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 misleadingContract; (e) 48.1.4 no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might affect have a material adverse effect on its ability to perform its obligations under the Contract; (f) 48.1.5 it is not subject to any contractual obligation, compliance with which is likely to have an a material adverse effect on its ability to perform its obligations under the Contract; (g) 48.1.6 no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the SupplierContractor’s assets or revenue; (h) 48.1.7 it owns, has obtained or is able to obtain obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) 48.1.8 in the three (3) 3 years prior to the date of the Contract: (ia) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (iib) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (kc) it has not done or omitted to do anything which could have an a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract.

Warranties and Representations. 9.3.1 23.1 The Supplier warrants warrants, represents and represents that:-undertakes to the Customer that: (a) 23.1.1 it has full capacity and authority and all necessary consents licences, permissions (statutory, regulatory, contractual or otherwise) (including where its procedures so require, the consent of its Parent Company) to enter into and perform its obligations under the Contract; (b) 23.1.2 the Contract is executed by a duly authorised representative of the Supplier; (c) 23.1.3 in entering the Contract it has not committed any Fraud; 23.1.4 it has not committed any offence under the Prevention of Corruption Acts 1889 to 1916, or the Bribery Act 2010; 23.1.5 this Contract shall be performed in compliance with all Laws (das amended from time to time) and all applicable Standards; 23.1.6 as at the Commencement Date, all information, statements and representations contained in the Tender for the Goods and Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority Customer prior to execution of the Contract and it will advise the Authority 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 misleadingmisleading and all warranties and representations contained in the Tender shall be deemed repeated in this Contract; (e) 23.1.7 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; (f) 23.1.8 it is not subject to any contractual obligation, compliance with which is likely to have an adverse effect affect on its ability to perform its obligations under the Contract; (g) 23.1.9 no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the 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 's assets or revenue; (h) 23.1.10 it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the ContractContract and shall maintain the same in full force and effect; (i) 23.2 The Supplier warrants represents and undertakes to the Customer that: 23.2.1 the Goods and Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; 23.2.2 it shall discharge its obligations hereunder (jincluding the provision of the Goods and Services) with all due skill, care and diligence including in accordance with Good Industry Practice and its own established internal procedures; 23.2.3 the Goods and Services are and will continue to be during the Contract Period: 23.2.3.1 of satisfactory quality; and 23.2.3.2 in conformance with the relevant specifications set out in this Contract, the relevant Order and (if applicable) the manufacturer’s specifications and documentation; 23.2.4 in the three (3) years Years prior to the date of the ContractCommencement Date: (i) 23.2.4.1 it has conducted all financial accounting and reporting activities in compliance in all material respects in compliance with the generally accepted accounting principles that apply to it in any country where it files accounts;; and (ii) 23.2.4.2 it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and; (k) 23.2.4.3 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; and 23.2.4.4 for the Contract Period that all Staff will be vetted in accordance with Good Industry Practice, the Security Policy and the Quality Standards. 23.3 For the avoidance of doubt, the fact that any provision within this Contract is expressed as a warranty shall not preclude any right of termination the Customer may have in respect of breach of that provision by the Supplier. 23.4 The Supplier acknowledges and agrees that: 23.4.1 the warranties, representations and undertakings contained in this Contract are material and are designed to induce the Customer into entering into this contract; and 23.4.2 the Customer has been induced into entering into this Contract and in doing so has relied upon the warranties, representations and undertakings contained herein.

Warranties and Representations. 9.3.1 20.1 The Supplier warrants warrants, represents and represents that:-undertakes to the Customer that: (a) 20.1.1 it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Company) to enter into and perform its obligations under the Contract; (b) 20.1.2 the Contract is executed by a duly authorised representative of the Supplier; (c) 20.1.3 it has the right to provide the Services and the Customer shall at all times be entitled to receive the Services and use the Vehicles throughout the Hire Period free from interference or claim by the Supplier or a third party; 20.1.4 in entering the Contract it has not committed any Fraud; (d) 20.1.5 as at the Commencement Date, all information, statements and representations contained in the Tender for the Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority Customer prior to execution of the Contract Commencement Date and it will advise the Authority 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 misleadingmisleading and all warranties and representations contained in the Tender shall be deemed repeated in this Contract; (e) 20.1.6 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; (f) 20.1.7 it is not subject to any contractual obligation, compliance with which is likely to have an adverse effect affect on its ability to perform its obligations under the Contract; (g) 20.1.8 no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the 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 's assets or revenue; (h) 20.1.9 it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) 20.1.10 the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) 20.1.11 in the three (3) years prior to the date of the ContractCommencement Date: (i) 20.1.11.1 it has conducted all financial accounting and reporting activities in compliance in all material respects in compliance with the generally accepted accounting principles that apply to it in any country where it files accounts;; and (ii) 20.1.11.2 it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and; (k) 20.1.12 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; and 20.1.13 for the Contract Period that all Staff will be vetted in accordance with Good Industry Practice, the Security Policy and the Quality Standards. 20.2 For the avoidance of doubt, the fact that any provision within this Contract is expressed as a warranty shall not preclude any right of termination the Customer may have in respect of breach of that provision by the Supplier. 20.3 The Supplier acknowledges and agrees that: 20.3.1 the warranties, representations and undertakings contained in this Contract are material and are designed to induce the Customer into entering into this Contract; and 20.3.2 the Customer has been induced into entering into this Contract and in doing so has relied upon the warranties, representations and undertakings contained herein.

Warranties and Representations. 9.3.1 The Supplier Provider warrants and represents that:- (a) it that: It has full capacity and authority to enter into this Contract and all necessary consents (including where Consents have been obtained and are in full force and effect; its procedures so requireexecution of this Contract does not and will not contravene or conflict with its constitution, the consent any Law, or any agreement to which it is a party or which is binding on it or any of its Parent Company) to enter into and perform its obligations under the Contract; (b) the Contract is executed by a duly authorised representative of the Supplier; (c) assets; in entering the this Contract it has not committed any Fraud; (d) as at the Commencement Date, all information, statements and representations contained in the Tender for the Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract and it will advise the Authority 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; (e) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, ; to the best of its knowledge and beliefknowledge, pending nothing will have, or threatened against it or its assets which will or might affect its ability to perform its obligations under the Contract; (f) it is not subject to any contractual obligation, compliance with which is likely to have an have, a material adverse effect on its ability to perform its obligations under this Contract; it has the Contract; (g) no proceedings or other steps have been taken right to permit disclosure and not discharged (nor, to the best use of its knowledge, are threatened) Confidential Information for the winding up purpose 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; (h) it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the this Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) ; in the three (3) 3 years prior to the date of the Contract: (i) it Commencement Date: It has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it ; It has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (k) it and It has not done or omitted to do anything which could have an a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under this Contract; and No proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge are threatened) for the winding up of the Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Provider’s assets or revenue. The Authority warrants and represents that: it has full power and authority to enter into this Contract and all necessary approvals and consents have been obtained and are in full force and effect; its execution of this Contract does not and will not contravene or conflict with its constitution, any Law, or any agreement to which it is a party or which is binding on it; it has the right to permit disclosure and use of Confidential Information for the purpose of this Contract; and to the best of its knowledge, nothing will have, or is likely to have, a material adverse effect on its ability to perform its obligations under this Contract. The warranties set out in this clause B20. are given on the Commencement Date and repeated on every day during the term of this Contract.

Warranties and Representations. 9.3.1 G3.1 The Supplier Contractor warrants and represents that:-that: (a) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Companyparent company) to enter into and perform its obligations under the Contract; (b) Contract and that the Contract is executed by a duly authorised representative of the SupplierContractor; (cb) in entering the Contract it has not committed any Fraud; (dc) as at the Commencement Date, all information, statements and representations information contained in the Tender for the Services are remains true, accurate and not misleading misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract and it will advise the Authority 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 misleadingContract; (ed) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might affect have a material adverse effect on its ability to perform its obligations under the Contract; (fe) it is not subject to any contractual obligation, compliance with which is likely to have an a material adverse effect on its ability to perform its obligations under the Contract; (gf) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the SupplierContractor’s assets or revenue; (hg) it owns, has obtained or is able to obtain obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (jh) in the three (3) years prior to the date of the Contract: (i) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (kiii) it has not done or omitted to do anything which could have an a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract.. G4.1 Not used

Warranties and Representations. 9.3.1 The Supplier a. V-Tek and the FMC each represents and warrants and represents that:-to the other that: (ai) it has It is duly organized and existing in good standing under the laws of its state of incorporation and has, in all material respects, full capacity power and authority to own its properties and all necessary consents (including where conduct its procedures so requirebusiness as presently owned or conducted, the consent of its Parent Company) and to enter into execute, deliver and perform its obligations under the Contract;in connection with this Agreement. (bii) It is duly qualified to do business and is in good standing (or is exempt from any requirements to so qualify) and has obtained all necessary licenses and approvals from any government authority within any jurisdiction that requires such qualification, license or approval, except where the Contract is executed by failure to qualify or obtain licenses or approvals would not have a duly authorised representative of the Supplier; (c) in entering the Contract it has not committed any Fraud; (d) as at the Commencement Date, all information, statements and representations contained in the Tender for the Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract and it will advise the Authority 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; (e) 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; (f) it is not subject to any contractual obligation, compliance with which is likely to have an material adverse effect on its ability to perform its obligations under the Contract;this Agreement. (giii) The execution, delivery and performance of this Agreement and the consummation of the transactions provided for in this Agreement have been duly approved and authorized by all necessary organizational action. Each party acknowledges that this Agreement constitutes a legal, valid and binding obligation, that is enforceable in accordance with its terms, except that enforcement thereof may be limited by receivership, conservatorship, bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability relating to or affecting creditors' rights or general equity principles (regardless of whether such matters are considered a proceeding in equity or at law) and the availability of equitable remedies. (iv) The execution and delivery of this Agreement, the performance of the transactions contemplated by this Agreement, and the fulfillment of the terms of this Agreement will not conflict with, violate or result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, any indenture, contract, agreement, mortgage, deed of trust, or other instrument to which it is a party or by which it or any other properties are bound which would have a material adverse effect on it's ability to exercise its rights or performance obligations hereunder. (v) As of the date hereof, there are no proceedings or other steps have been taken and not discharged (norinvestigations pending, or to the best of its knowledge, are threatened) for the winding up knowledge of the Supplier or for its dissolution or for party, threatened against it before any governmental authority: (A) asserting the appointment invalidity of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation this Agreement; (B) seeking to prevent the consummation of any of the Supplier’s assets transactions contemplated by this Agreement; (C) seeking any determination or revenue; (h) it ownsruling that, has obtained in reasonable judgment, would both materially and adversely affect the exercise by the party of its rights or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under this Agreement; or (D) seeking any determination or ruling that would materially and adversely affect the Contract;validity or enforceability of this Agreement. (vi) It will at all times comply with all applicable federal and state laws and regulations relating to the privacy and protection of consumer data, the reporting of breach of computer security by employees or third parties and the handling of consumer data. The foregoing notwithstanding, V-Tek will have no obligation to comply with the laws of any state other than California and those states whose laws and regulations duplicate federal laws and regulations, provided that if V-Tek is asked by FMC and/or the Lender to adopt any particular form, method or procedure provided to V-Tek by FMC and/or the Lender for carrying out its duties hereunder, in order to comply with the laws of any other jurisdiction, and V-Tek agrees, at FMC's costs, to adopt such form, method or procedure, V-Tek will be obligated hereunder for failure to comply with such laws insofar as such failure arises from V-Tek's failure to implement, in the particular case, such form, method or procedure. b. V-Tek represents and warrants that, except for flawed data input into the GATE Systems by FMC or its employees or agents or any third party, the GATE Systems will (a) operate continuously without errors relating to date information; (b) continue to function and will not generate invalid or incorrect results as a result of date information, including any date information representing dates from different centuries or more than one century; and (c) has been designed to be and in fact is, Year 2000 compatible such that (i) all data created or stored by the Services shall software will be provided and carried out by appropriately experiencedcorrect, qualified and trained Staff with all due skill, care and diligence; (j) in the three (3) years prior to regardless of the date information contained therein or the date the data is created or stored; (ii) all calculations performed will be correct regardless of the Contract:date information used or the date the calculations are performed; (iii) all date-related user interface functions and data fields include a century indication; and (iv) all reports generated will include a century indication. c. V-Tek further warrants and represents that (i) it has conducted all financial accounting neither the Services nor any elements thereof infringe any patent, copyright or other intellectual property right of any third party, and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been V-Tek possesses all rights, title and interests in full compliance and to the Services necessary to enter into this Agreement and to grant the rights granted to FMC hereunder free and clear of all liens, encumbrances, claims or restrictions. The warranty and representation of the preceding sentence shall not apply, however, with respect to any infringement claims that would not have arisen but for (or to the extent of) materials, requirements, concepts, and all applicable securities and tax laws and regulations other items provided by FMC or Lender or a third party with respect to Third Party Materials to the extent same cause or contribute to such infringement or are incorporated in the jurisdiction in which it is established; and (k) it has not done Services 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 Contractany elements thereof.

Warranties and Representations. 9.3.1 22.1 The Supplier Contractor warrants and represents that:-that: (a) it has full capacity and capacity, authority and all necessary consents (consent, including where its procedures so require, the consent of its Parent Company) parent company, where applicable, and that it possesses the necessary licenses, permits, and power to enter into execute and perform its obligations under the Contract; (b) the Contract is executed by a duly authorised authorized representative of the SupplierContractor; (c) in entering as of the date the Contract it has not committed any Fraud; (d) as at the Commencement Datebecomes effective, all information, statements and representations information contained in the Tender for the Services are Contractor’s bid or proposal remains true, accurate and not misleading save as misleading, except those that the Contractor may have been specifically disclosed in writing to the Authority prior Fund before signing the Contract; (d) it is in compliance with, and shall continue to execution comply with, all applicable laws, ordinances, rules, regulations, and lawful orders of the Contract and it will advise the Authority public authorities of any fact, matter or circumstance of jurisdiction in which it may become aware which would render any such information, statement or representation to the Services shall be false or misleadingperformed under this Contract; (e) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and beliefprogress, pending or being threatened against it the Contractor or any of its assets which will or might that could adversely affect its the Contractor’s ability to perform its obligations the Services under the Contract; (f) it is not subject to any contractual obligation, compliance with which is likely to have an adverse effect on its obligation that would adversely affect the Contractor’s ability to perform its obligations the Services under the Contract; nor has the Contractor done or omitted to do anything that could adversely affect its assets, financial condition or position as a going business concern; (g) no it has not filed nor is it facing proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier its business or for its dissolution dissolution, insolvency, bankruptcy, or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the SupplierContractor’s assets or revenue;. The Contractor expressly warrants its financial viability and shall permit the Fund to inspect the Contractor’s accounts, financial statements and other records relevant to the performance of the Contractor under the Contract, or otherwise have these accounts and records audited externally, as the Fund may deem necessary; and (h) it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) in the three (3) years prior to the date of the Contract: (i) it has conducted undertaken all financial accounting and reporting activities in compliance in all material respects with required under the generally accepted accounting principles that apply to it the Contractor and in any the country where it files accounts; (ii) it is registered and has been in full compliance complied with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (k) 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 Contractregulations.

Warranties and Representations. 9.3.1 B21.1. The Supplier Provider warrants and represents that:-that: (a) it It has full capacity and authority to enter into this Contract and all necessary consents (including where Consents have been obtained and are in full force and effect; b) its procedures so requireexecution of this Contract does not and will not contravene or conflict with its constitution, the consent any Law, or any agreement to which it is a party or which is binding on it or any of its Parent Company) to enter into and perform its obligations under the Contractassets; (b) the Contract is executed by a duly authorised representative of the Supplier; (c) in entering the this Contract it has not committed any Fraud; (d) as at the Commencement Date, all information, statements and representations contained in the Tender for the Services are true, accurate and not misleading save as may have been specifically disclosed in writing reasonably material information supplied by it to the Authority prior during the award procedure leading to the execution of the this Contract is, to its reasonable knowledge and belief, true and accurate and it will advise is not aware of any material facts or circumstances which have not been disclosed to the Authority which would, if disclosed, be likely to have an adverse effect on a reasonable public sector entity’s decision whether or not to contract with the Provider substantially on the terms 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 misleadingthis Contract; (e) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and beliefknowledge, pending nothing will have, or threatened against it or its assets which will or might affect its ability to perform its obligations under the Contract; (f) it is not subject to any contractual obligation, compliance with which is likely to have an have, a material adverse effect on its ability to perform its obligations under the this Contract; (gf) no proceedings or other steps have been taken it has the right to permit disclosure and not discharged (nor, to the best use of its knowledge, are threatened) Confidential Information for the winding up purpose 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; (h) it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the this Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (jg) in the three (3) 3 years prior to the date of the ContractCommencement Date: (i) it It has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it It has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (kiii) it It has not done or omitted to do anything which could have an a material adverse effect on its assets, financial condition or position as an ongoing on going business concern or its ability to fulfil its obligations under this Contract; and h) No proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge are threatened) for the winding up of the Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Provider’s assets or revenue. B21.2. The Authority warrants and represents that: a) it has full power and authority to enter into this Contract and all necessary approvals and consents have been obtained and are in full force and effect; b) its execution of this Contract does not and will not contravene or conflict with its constitution, any Law, or any agreement to which it is a party or which is binding on it; c) it has the right to permit disclosure and use of Confidential Information for the purpose of this Contract; and d) to the best of its knowledge, nothing will have, or is likely to have, a material adverse effect on its ability to perform its obligations under this Contract. B21.3. The warranties set out in this clause B21 are given on the Commencement Date and repeated on every day during the term of this Contract.

Warranties and Representations. 9.3.1 The Supplier Provider warrants and represents that:- (a) it that: It has full capacity and authority to enter into this Contract and all necessary consents (including where Consents have been obtained and are in full force and effect; its procedures so requireexecution of this Contract does not and will not contravene or conflict with its constitution, the consent any Law, or any agreement to which it is a party, or which is binding on it or any of its Parent Company) to enter into and perform its obligations under the Contract; (b) the Contract is executed by a duly authorised representative of the Supplier; (c) assets; in entering the Contract this Contract, it has not committed any Fraud; (d) as at the Commencement Date, all information, statements and representations contained in the Tender for the Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract and it will advise the Authority 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; (e) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, ; to the best of its knowledge and beliefknowledge, pending nothing will have, or threatened against it or its assets which will or might affect its ability to perform its obligations under the Contract; (f) it is not subject to any contractual obligation, compliance with which is likely to have an have, a material adverse effect on its ability to perform its obligations under this Contract; it has the Contract; (g) no proceedings or other steps have been taken right to permit disclosure and not discharged (nor, to the best use of its knowledge, are threatened) Confidential Information for the winding up purpose 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; (h) it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the this Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) ; in the three (3) 3 years prior to the date of the Contract: (i) it Commencement Date: It has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it ; It has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (k) it and It has not done or omitted to do anything which could have an a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under this Contract; and No proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge are threatened) for the winding up of the Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Provider’s assets or revenue. The Commissioned Service warrants and represents that: it has full power and authority to enter into this Contract and all necessary approvals and consents have been obtained and are in full force and effect; its execution of this Contract does not and will not contravene or conflict with its constitution, any Law, or any agreement to which it is a party, or which is binding on it; it has the right to permit disclosure and use of Confidential Information for the purpose of this Contract; and to the best of its knowledge, nothing will have, or is likely to have, a material adverse effect on its ability to perform its obligations under this Contract. The warranties set out in this clause B20. are given on the Commencement Date and repeated on every day during the term of this Contract.

Warranties and Representations. 9.3.1 5.1 The Supplier warrants confirms and represents that:-for the Contract Term that: (a) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Company) and regulatory approvals to enter into the Contract and perform its obligations under to provide the ContractServices; (b) the Contract is executed by a duly authorised representative of the Supplier; (c) in entering the Contract it has not committed any Fraud; (d) as at the Commencement Date, all information, statements and representations information contained in its tender or other offer made by the Tender for Supplier to the Services are Authority remains true, accurate and not misleading misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be information false or misleading; (e) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might affect have a material adverse effect on its ability to perform its obligations under the Contract; (f) it is not subject to any contractual obligation, compliance with which is likely to have an a material adverse effect on its ability to perform its obligations under provide the ContractServices; (g) no proceedings or other steps have been taken and not discharged (noror, 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; (h) it owns, or has obtained or is able to obtain valid licences for for, all Intellectual Property Rights that are necessary for to provide the performance of its obligations under the Contract;Services; and (i) the Services Staff shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligenceengaged on terms which do not entitle them to any Intellectual Property Right in any IP Materials; (j) it will comply with its obligations under the Immigration, Asylum and Nationality Act 2006. 5.2 The Supplier warrants and represents that in the three (3) 3 years prior to the date of the Contract: (ia) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accountsand has complied with relevant securities; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (kb) it has not done or omitted to do anything which could have an a material adverse effect on its assets, financial condition or position as an ongoing business a going concern or its ability to fulfil its obligations provide the Services; and (c) it has complied with all relevant tax laws and regulations and no tax return submitted to a relevant tax authority has been found to be incorrect under the Contractany anti-abuse rules.

Warranties and Representations. 9.3.1 B21.1. The Supplier Provider warrants and represents that:-that: (a) it It has full capacity and authority to enter into this Contract and all necessary consents (including where Consents have been obtained and are in full force and effect; b) its procedures so requireexecution of this Contract does not and will not contravene or conflict with its constitution, the consent any Law, or any agreement to which it is a party or which is binding on it or any of its Parent Company) to enter into and perform its obligations under the Contractassets ; (b) the Contract is executed by a duly authorised representative of the Supplier; (c) in entering the this Contract it has not committed any Fraud; (d) as at the Commencement Date, all information, statements and representations contained in the Tender for the Services are true, accurate and not misleading save as may have been specifically disclosed in writing reasonably material information supplied by it to the Authority prior during the award procedure leading to the execution of the this Contract is, to its reasonable knowledge and belief, true and accurate and it will advise is not aware of any material facts or circumstances which have not been disclosed to the Authority which would, if disclosed, be likely to have an adverse effect on a reasonable public sector entity’s decision whether or not to contract with the Provider substantially on the terms 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 misleadingthis Contract; (e) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and beliefknowledge, pending nothing will have, or threatened against it or its assets which will or might affect its ability to perform its obligations under the Contract; (f) it is not subject to any contractual obligation, compliance with which is likely to have an a material adverse effect on its ability to perform its obligations under the this Contract; (gf) no proceedings or other steps have been taken it has the right to permit disclosure and not discharged (nor, to the best use of its knowledge, are threatened) Confidential Information for the winding up purpose 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; (h) it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the this Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (jg) in the three (3) 3 years prior to the date of the ContractCommencement Date: (i) it It has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it It has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (kiii) it It has not done or omitted to do anything which could have an a material adverse effect on its assets, financial condition or position as an ongoing on-going business concern or its ability to fulfil its obligations under this Contract; and h) No proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge are threatened) for the winding up of the Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Provider’s assets or revenue. B21.2. The Authority warrants and represents that: a) it has full power and authority to enter into this Contract and all necessary approvals and consents have been obtained and are in full force and effect; b) its execution of this Contract does not and will not contravene or conflict with its constitution, any Law, or any agreement to which it is a party or which is binding on it; c) it has the right to permit disclosure and use of Confidential Information for the purpose of this Contract; and d) to the best of its knowledge, nothing will have, or is likely to have a material adverse effect on its ability to perform its obligations under this Contract. B21.3. The warranties set out in this clause B21 are given on the Commencement Date and repeated on every day during the term of this Contract.

Warranties and Representations. 9.3.1 2.1 The Supplier Provider warrants and represents that:-that: (a) 2.1.1 it has full capacity and authority to enter into this Agreement and all necessary consents (including where have been obtained and are in full force and effect; 2.1.2 its procedures so requireexecution of this Agreement does not and will not contravene or conflict with its constitution, the consent any Law, or any agreement to which it is a party or which is binding on it or any of its Parent Company) to enter into and perform its obligations under the Contractassets; (b) the Contract is executed by a duly authorised representative of the Supplier; (c) 2.1.3 in entering the Contract this Agreement it has not committed any Fraud; (d) as at 2.1.4 all reasonably material information supplied by it to the Commencement DateCommissioner during the tender process leading to the execution of this Agreement is, all informationto its reasonable knowledge and belief, statements true and representations contained in the Tender for the Services are true, accurate and it is not misleading save as may aware of any material facts or circumstances which have not been specifically disclosed in writing to the Authority prior Commissioner which would, if disclosed, be likely to execution have an adverse effect on a reasonable public sector entity’s decision whether or not to contract with the Provider substantially on the terms of the Contract and it will advise the Authority 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 misleadingthis Agreement; (e) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, 2.1.5 to the best of its knowledge and beliefknowledge, pending nothing will have, or threatened against it or its assets which will or might affect its ability to perform its obligations under the Contract; (f) it is not subject to any contractual obligation, compliance with which is likely to have an have, a material adverse effect on its ability to perform its obligations under the Contractthis Agreement; (g) no proceedings or other steps have been taken 2.1.6 it has the right to permit disclosure and not discharged (nor, to the best use of its knowledge, are threatened) Confidential Information for the winding up purpose 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 revenuethis Agreement; (h) it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) 2.1.7 in the three (3) 3 years prior to the date of the ContractCommencement Date: (ia) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (iib) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (kc) it has not done or omitted to do anything which could have an a material adverse effect on its assets, financial condition or position as an ongoing on-going business concern or its ability to fulfil its obligations under this Agreement; and (d) no proceedings or other steps have been taken and not discharged (nor, to the Contractbest of its knowledge are threatened) for the winding up of the Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Provider’s assets or revenue. 2.1.8 The Commissioner warrants and represents that : (a) it has full power and authority to enter into this Agreement and all necessary approvals and consents have been obtained and are in full force and effect; (b) its execution of this Agreement does not and will not contravene or conflict with its constitution, any Law, or any agreement to which it is a party or which is binding on it; (c) it has the right to permit disclosure and use of Confidential Information for the purpose of this Agreement; and (d) to the best of its knowledge, nothing will have, or is likely to have, a material adverse effect on its ability to perform its obligations under this Agreement. 2.1.9 The warranties set out in this clause 2 are given on the Commencement Date and repeated on every day during the Agreement Period.

Warranties and Representations. 9.3.1 The Supplier warrants warrants, represents and represents that:- (a) undertakes to the Customer that: it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Company) to enter into and perform its obligations under the Contract; (b) ; the Contract is executed by a duly authorised representative of the Supplier; (c) ; in entering the Contract it has not committed any Fraud; (d) ; as at the Commencement Date, all information, statements and representations contained in the Tender for the Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority Customer prior to execution of the Contract and it will advise the Authority 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; (e) misleading and all warranties and representations contained in the Tender shall be deemed repeated in the Contract; 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; (f) ; it is not subject to any contractual obligation, compliance with which is likely to have an adverse effect affect on its ability to perform its obligations under the Contract; (g) ; no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the 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 's assets or revenue; (h) ; it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) ; the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) ; in the three (3) years prior to the date of the Contract: (i) Commencement Date: it has conducted all financial accounting and reporting activities in compliance in all material respects in compliance with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) ; and it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (k) 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.; and for the Contract Period, that all Staff will be vetted in accordance with Good Industry Practice, the Security Policy and the Quality Standards. For the avoidance of doubt, the fact that any provision within this Contract is expressed as a warranty shall not preclude any right of termination the Customer may have in respect of breach of that provision by the Supplier. The Supplier acknowledges and agrees that: the warranties, representations and undertakings contained in this Contract are material and are designed to induce the Customer into entering into this contract; and the Customer has been induced into entering into this Contract and in doing so has relied upon the warranties, representations and undertakings contained herein. LIABILITIES

Warranties and Representations. 9.3.1 18.1 The Supplier warrants warrants, represents and represents that:-undertakes to the Customer that: (a) 18.1.1 it has full capacity and authority and all necessary consents licences, permissions (statutory, regulatory, contractual or otherwise) (including where its procedures so require, the consent of its Parent Company) to enter into and perform its obligations under the Contract; (b) 18.1.2 the Contract is executed by a duly authorised representative of the Supplier; (c) 18.1.3 in entering the Contract it has not committed any Fraud; 18.1.4 it has not committed any offence under the Prevention of Corruption Acts 1889 to 1916, or the Bribery Act 2010; 18.1.5 this Contract shall be performed in compliance with all Laws (das amended from time to time) and all applicable Standards; 18.1.6 as at the Commencement Date, all information, statements and representations contained in the Tender for the Goods and Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority Customer prior to execution of the Contract and it will advise the Authority 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 misleadingmisleading and all warranties and representations contained in the Tender shall be deemed repeated in this Contract; (e) 18.1.7 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; (f) 18.1.8 it is not subject to any contractual obligation, compliance with which is likely to have an adverse effect affect on its ability to perform its obligations under the Contract; (g) 18.1.9 no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the 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 's assets or revenue; (h) 18.1.10 it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the ContractContract and shall maintain the same in full force and effect; (i) 18.2 The Supplier warrants represents and undertakes to the Customer that: 18.2.1 the Goods and Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; 18.2.2 it shall discharge its obligations hereunder (j) in including the three (3) years prior to the date provision of the Contract: (iGoods and Services) it has conducted with all financial accounting due skill, care and reporting activities diligence including in compliance in all material respects accordance with the generally accepted accounting principles that apply to it in any country where it files accountsGood Industry Practice and its own established internal procedures; (ii) it has been in full compliance with all applicable securities 18.2.3 the Goods and tax laws Services are and regulations in will continue to be during the jurisdiction in which it is established; and (k) 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.Contract Period:

Warranties and Representations. 9.3.1 7.1 The Supplier warrants and represents that:-to the Lead Authority that: (a) it has full capacity and authority and all necessary consents (including including, where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under the this DPS Agreement and any Call-Off Contract; (b) the Contract this DPS Agreement is executed by a duly authorised representative of the Supplier; (c) in entering the into this DPS Agreement or any Call-Off Contract it has not committed any FraudProhibited Act; (d) as at the Commencement Date, all information, statements and representations contained in the Tender for the Services Request to Participate are true, accurate and not misleading save as may have been specifically disclosed in writing to the Lead Authority prior to before the execution of the Contract this DPS Agreement and it will promptly advise the Lead Authority of any fact, matter or circumstance of which it may become aware which during the Term that would render any such information, statement or representation to be false or misleading; (e) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which that will or might affect its ability to perform its obligations under the Contractthis DPS Agreement and any Call-Off Contract which may be entered into with a Placing Authority; (f) 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 this DPS Agreement and any Call-Off Contract;; and (g) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the 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 's assets or revenue; (h) it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) in the three (3) years prior to the date of the Contract: (i) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (k) 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.

Warranties and Representations. 9.3.1 The Supplier Service Provider warrants and represents that:-that: (a) 48.1. it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Companyparent company) to enter into and perform its obligations under the Contract; (b) Contract and that the Contract is executed by a duly authorised representative of the Supplierindividual; (c) 48.2. in entering the Contract it has not committed any Fraudoffence under the Bribery Act 2010 or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2015; 48.3. it has not committed any breach of the Employment Relations 1999 Act (dBlacklists) Regulations 2010 or or section 137 of the Trade Union and Labour Relations (Consolidation) Act 1992, or committed any breach of the Data Protection Laws by unlawfully processing personal data in connection with any blacklisting activities; 48.4. as at the Commencement Date, all information, statements and representations information contained in the ESPD and Tender for the Services are remains true, accurate and not misleading misleading, save as may have been specifically disclosed in writing to the Authority Purchaser prior to execution of the Contract and it will advise the Authority 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 misleadingContract; (e) 48.5. no claim is being asserted and no litigation, arbitration alternative dispute resolution procedure or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might affect have a material adverse effect on its ability to perform its obligations under the Contract; (f) 48.6. it is not subject to any contractual obligation, compliance with which is likely to have an a material adverse effect on its ability to perform its obligations under the Contract; (g) 48.7. no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier Service Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the SupplierService Provider’s assets or revenue; (h) 48.8. it owns, has obtained or is able to obtain obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) ; 48.9. in the three (3) 3 years prior to the date of the ContractCommencement Date: (i) 48.9.1. it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) 48.9.2. it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (k) 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.;

Warranties and Representations. 9.3.1 The Supplier Contractor warrants and represents that:- (a) it that: It has full capacity and authority Purchaser and all necessary consents (including where its procedures so require, the consent of its Parent Companyparent company) to enter into and perform its obligations under the Contract; (b) Contract and that the Contract is executed by a duly authorised representative of the Supplier; (c) in individual; In entering the Contract it has not committed any Fraud; offence under the Bribery Act 2010 or of fraud or uttering at common law or any other kind referred to in the Public Contracts (dScotland) as Regulations 2012; It has not committed any breach of the Employment Relations 1999 Act (Blacklists) Regulations 2010 or section 137 of the Trade Union and Labour Relations (Consolidation) Act 1992, or committed any breach of the Data Protection Laws by unlawfully processing personal data in connection with any blacklisting activities; As at the Commencement Date, all information, statements and representations information contained in the Tender for the Services are remains true, accurate and not misleading misleading, save as may have been specifically disclosed in writing to the Authority Purchaser prior to execution of the Contract and it will advise the Authority 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; (e) no Contract; No claim is being asserted and no litigation, arbitration alternative dispute resolution procedure or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might affect have a material adverse effect on its ability to perform its obligations under the Contract; (f) it ; It is not subject to any contractual obligation, compliance with which is likely to have an a material adverse effect on its ability to perform its obligations under the Contract; (g) no ; No proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the SupplierContractor’s assets or revenue; (h) it ; It owns, has obtained or is able to obtain obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) ; In the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) in the three (3) 3 years prior to the date of the Contract: (i) Commencement Date: it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) ; it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (k) it It has not done or omitted to do anything which could have an a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract; It has made appropriate inquiries (for example as regards the Purchaser’s premises) so as to be satisfied in relation to all matters connected with the performance of its obligations under the Contract; It is familiar with the Purchaser’s policies concerning Baseline Personnel Security Standard clearance and health and safety and fire as they apply at the Commencement Date; It has in place appropriate technical and organisational measures to safeguard any Purchaser Protected Information provided by the Purchaser; There are no actual or potential conflicts between the interests of the Contractor and the duties owed to the Purchaser under the Contract, save as may have been specifically disclosed in writing to the Purchaser prior to execution of the Contract; and It is deemed to have inspected any premises at which the services are to be performed as set out in the Specification (the ‘Premises’) before tendering so as to have understood the nature and extent of the Services to be carried out and is deemed to be satisfied in relation to all matters connected with the Services and the Premises.

Warranties and Representations. 9.3.1 The Supplier Contractor warrants and represents that:-that: (a) 49.1.1 it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Companyparent company) to enter into and perform its obligations under the Contract; (b) Contract and that the Contract is executed by a duly authorised representative of the SupplierContractor; (c) 49.1.2 in entering the Contract it has not committed any FraudProhibited Act; (d) 49.1.3 as at the Commencement Date, all information, statements and representations information contained in the Tender for the Services are remains true, accurate and not misleading misleading, save as may have been specifically disclosed in writing to the Authority Council prior to execution of the Contract and it will advise the Authority 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 misleadingContract; (e) 49.1.4 no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might affect have a material adverse effect on its ability to perform its obligations under the Contract; (f) 49.1.5 it is not subject to any contractual obligation, compliance with which is likely to have an a material adverse effect on its ability to perform its obligations under the Contract; (g) 49.1.6 no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the SupplierContractor’s assets or revenue; (h) 49.1.7 it owns, has obtained or is able to obtain obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) 49.1.8 in the three (3) 3 years prior to the date of the Contract: (ia) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (iib) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (kc) it has not done or omitted to do anything which could have an a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract.

Warranties and Representations. 9.3.1 5.1 The Supplier warrants and represents that:-for the Contract Term that: (a) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Company) and regulatory approvals to enter into the Contract and perform its obligations under to provide the ContractServices; (b) the Contract is executed by a duly authorised representative of the Supplier; (c) in entering the Contract it has not committed any Fraud; (d) as at the Commencement Date, all information, statements and representations information contained in its tender or other offer made by the Tender for Supplier to the Services are Customer remains true, accurate and not misleading misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract and that it will advise the Authority Customer of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be information false or misleading; (e) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might affect have a material adverse effect on its ability to perform its obligations under the Contract; (f) it is not subject to any contractual obligation, compliance with which is likely to have an a material adverse effect on its ability to perform its obligations under provide the ContractServices; (g) no proceedings or other steps have been taken and not discharged (noror, 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; (h) it owns, or has obtained or is able to obtain valid licences for for, all Intellectual Property Rights that are necessary for to provide the performance of its obligations under the Contract;Services; and (i) the Services Staff shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligenceengaged on terms which do not entitle them to any Intellectual Property Right in any IP Materials; (j) it will comply with its obligations under the Immigration, Asylum and Nationality Xxx 0000. 5.2 The Supplier warrants and represents that in the three (3) 3 years prior to the date of the Contract: (ia) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accountsand has complied with relevant securities; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (kb) it has not done or omitted to do anything which could have an a material adverse effect on its assets, financial condition or position as an ongoing business a going concern or its ability to fulfil its obligations provide the Services; and (c) it has complied with all relevant tax laws and regulations and no tax return submitted to a relevant tax authority has been found to be incorrect under the Contractany anti-abuse rules.

Warranties and Representations. 9.3.1 The Supplier Goods shall be guaranteed by the Contractor for the period of 12 months from the putting into service of the Goods, or 18 months from the delivery of the Goods, whichever shall be shorter (the “Warranty Period”). If at any time before the date falling 60 days after the end of the Warranty Period the Purchaser gives notice in writing to the Contractor of any defect in any of the Goods arising during the Warranty Period under proper and normal use of the Goods, the Contractor shall, without delay, remedy such defects without cost to the Purchaser. The Purchaser may elect whether the defect should be remedied by repair or replacement. The rights of the Purchaser under Clause 5.2 shall be without prejudice to any other rights and remedies of the Purchaser. For the purposes of Clause 4.1, Goods repaired or replaced pursuant to Clause 4.2 shall be deemed to be delivered and put into service on the date of repair or replacement, and accordingly shall be guaranteed for a further Warranty Period. The Contractor warrants and represents that:- (a) it that: the Contractor has full capacity and authority and all necessary consents (including but not limited to, where its procedures so require, the consent of its Parent Company) to enter into and to perform the Contract; to the best of its knowledge there is no inhibition, restriction or prohibition which in any way affects the capacity of the Contractor to enter into and perform the Contract; the Contractor shall discharge its obligations under the Contract; (b) the Contract is executed by a duly authorised representative of the Supplier; (c) in entering the Contract it has not committed any Fraud; (d) accordance with Good Industry Practice; as at the Commencement Date, all information, statements and representations contained in the Tender for the Services Response are true, true accurate and not misleading save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract and it will promptly advise the Authority Purchaser of any fact, matter or circumstance of which it may become aware which during the Contract that would render any such information, statement or representation to be false or misleading; (e) ; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which that will or might affect its ability to perform its obligations under the Contract; (f) 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; (g) ; and no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the SupplierContractor’s assets or revenue; (h) it owns, has obtained or is able . To the extent that any Services are to obtain valid licences for all Intellectual Property Rights that are necessary for be provided in accordance with the performance of its obligations under the Contract; (i) the Services Contract they shall be provided and carried out by appropriately experienced, qualified and trained Staff the Contractor in accordance with the Contract with all due reasonable skill, care and diligence; (j) . The Contractor shall comply with all Laws which are relevant to the Contract. Property to and risk in the three (3) years prior Goods shall pass to the date Purchaser when the Goods have been delivered to the Purchaser in accordance with Clause 3. The transfer of property to and risk in the Goods shall be without prejudice to any rights of the Purchaser in relation to the Goods, including its right to reject Goods pursuant to this Contract: (i) it has conducted all financial accounting . Where the Contract provides for the Services to: commence on a certain date; be completed by a certain date; or be provided for a certain period, the Contractor will comply with such requirements. If Services are to be provided in distinct elements, the Contractor will comply with any reasonable request of the Purchaser as to the order in which the Services will be provided. The Contractor will provide, at the reasonable request of and reporting activities in compliance such form as the Purchaser may require, reports showing the progress of the provision of the Services, the costs to the Purchaser of the Services provided during the period covered by the report, and a review of any factors likely to affect the satisfactory completion of the Services in all material respects accordance with the generally accepted accounting principles Contract. The Contractor agrees to immediately notify the Purchaser if it believes that apply it may be unable to achieve any particular Milestone. If the Contractor fails to achieve any Milestone on or by the relevant date other than due to a delay caused by the Purchaser that has been notified in writing by the Contractor to the Purchaser as soon as reasonably practicable, a Force Majeure event or where an extension of time is agreed by the parties, then the Purchaser will have the right (without prejudice to all other rights and remedies available to it in under these conditions or otherwise), at its discretion, to deduct by way of liquidated damages (and as a genuine pre-estimate and not by way of penalty) from any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax laws and regulations amounts payable to the Contractor, the amount set out in the jurisdiction particular Order Form (which shall be calculated in which it accordance with the anticipated cost to the Purchaser of such failure) for each week or part of a week that the achievement of the Milestone is established; and (k) 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 Contractoverdue.

Warranties and Representations. 9.3.1 7.4.1 The Supplier Provider warrants and represents that:- (a) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Company) to enter into and perform its obligations under the Contract; (b) the Contract is executed by a duly authorised representative of the SupplierProvider; (c) in entering the Contract it has not committed any Fraud; (d) as at the Commencement Date, all information, statements and representations contained in the Tender for the Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority Council prior to execution of the Contract and it will advise the Authority Council 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; (e) 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; (f) it is not subject to any contractual obligation, compliance with which is likely to have an adverse effect affect on its ability to perform its obligations under the Contract; (g) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s Provider's assets or revenue; (h) it owns, has obtained or is able to obtain obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) in the three (3) years prior to the date of the Contract: (i) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts;; and (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (k) 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.

Warranties and Representations. 9.3.1 The Supplier Provider warrants and represents that:- (a) that: it has full capacity and authority Council and all necessary consents (including where its procedures so require, the consent of its Parent Companyparent company) to enter into and perform its obligations under the Contract; (b) Contract and that the Contract is executed by a duly authorised representative of the Supplier; (c) Provider; in entering the Contract it has not committed any Fraud; (d) ; as at the Commencement Date, all information, statements and representations information contained in the Tender for the Services are (if applicable) remains true, accurate and not misleading misleading, save as may have been specifically disclosed in writing to the Authority Council prior to execution of the Contract and it will advise the Authority 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; (e) Contract; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might affect have a material adverse effect on its ability to perform its obligations under the Contract; (f) ; it is not subject to any contractual obligation, compliance with which is likely to have an a material adverse effect on its ability to perform its obligations under the Contract; (g) ; no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the SupplierProvider’s assets or revenue; (h) ; it owns, has obtained or is able to obtain obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) ; in the three (3) 3 years prior to the date of the Contract: (i) : it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) ; it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (k) 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.

Warranties and Representations. 9.3.1 49.1 The Supplier warrants and represents that:-that: - (a) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Company) to enter into and perform its obligations under the Contract; (b) the Contract is executed by a duly authorised representative of the Supplier; (c) in entering the Contract it has not committed any Fraud; (d) as at the Commencement Date, all information, statements and representations contained in their submission to both the Tender request to participate and the Requirement for the Goods and/or Services (as applicable) are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority Customer prior to execution of the Contract and it will advise the Authority 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; (e) 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; (f) 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; (g) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the 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 's assets or revenue; (h) it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) the Goods and/or Services (as applicable) shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) in the three (3) years prior to the date of the Contract:: - (i) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts;; and (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (kiii) 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. k) all obligations of the Supplier pursuant to this Contract shall be performed by appropriately experienced, certified, qualified and trained Staff with all due skill, care and diligence; l) it will ensure that the Supplier and all Staff, agents, sub-contractors, self-employed staff or personnel employed by the Supplier in connection with the Goods and/or Services (as applicable) will comply with the relevant Legislation, Codes of Conduct and Regulations governing the delivery of Goods and performance of Services.

Warranties and Representations. 9.3.1 The Supplier warrants Contractor hereby warrants, represents and represents that:- (a) undertakes to the Authority that: it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Companyany parent company) to enter into and perform its obligations under the Contract; (b) Contract and that the Contract is executed by a duly authorised representative of the Supplier; (c) Contractor; in entering the Contract it has not committed any Fraud; (d) fraud; as at the Commencement Date, all information, statements and representations information contained in the Tender for the Services are remains true, accurate and not misleading misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract and it will advise the Authority 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; (e) Contract; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might affect have a material adverse effect on its ability to perform its obligations under the Contract; (f) ; it is not subject to any contractual obligation, compliance with which is likely to have an a material adverse effect on its ability to perform its obligations under the Contract; (g) ; no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the SupplierContractor’s assets or revenue; (h) ; it owns, has obtained or is able to obtain obtain, valid licences for all Intellectual Property Rights that are is necessary for the performance of its obligations under the Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) ; in the three (3) years prior to the date of the Contract: (i) : it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) ; it has been in full compliance with all applicable securities and tax laws and regulations Law in the jurisdiction in which it is established; and (k) and it has not done or omitted to do anything which could have an a material adverse effect on its assets, financial condition or position as an ongoing on-going business concern or its ability to fulfil its obligations under the Contract; all Staff were recruited and vetted in such a way as to allow the Contractor to give the warranty and undertaking and make the representation set out in clause 33.5; it has and will continue to hold all the necessary (if any) approvals from Regulatory Bodies necessary to perform its obligations under this Contract; as at the Commencement Date all statements and representations in the Contractor’s Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading; and it shall at all times comply with the Law in carrying out its obligations under this Contract.

Warranties and Representations. 9.3.1 15.1 The Supplier warrants warrants, represents and represents that:-undertakes to the Customer that: (a) 15.1.1 it has full capacity and authority and all necessary consents licences, permissions (statutory, regulatory, contractual or otherwise) (including where its procedures so require, the consent of its Parent Company) to enter into and perform its obligations under the Contract; (b) 15.1.2 the Contract is executed by a duly authorised representative of the Supplier; (c) 15.1.3 in entering the Contract it has not committed any Fraud; 15.1.4 it has not committed any offence under the Prevention of Corruption Acts 1889 to 1916, or the Xxxxxxx Xxx 0000; 15.1.5 this Contract shall be performed in compliance with all Laws (das amended from time to time) and all applicable Standards; 15.1.6 as at the Commencement Date, all information, statements and representations contained in the Tender for the Goods and/or Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority Customer prior to execution of the Contract and it will advise the Authority 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 misleadingmisleading and all warranties and representations contained in the Tender shall be deemed repeated in this Contract; (e) 15.1.7 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; (f) 15.1.8 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; (g) 15.1.9 no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the 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 's assets or revenue; (h) 15.1.10 it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) Contract and shall maintain the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) in the three (3) years prior to the date of the Contract: (i) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been same in full compliance with all applicable securities force and tax laws and regulations in the jurisdiction in which it is established; and (k) 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.effect;

Warranties and Representations. 9.3.1 17.1 The Supplier warrants warrants, represents and represents that:-undertakes to the Customer that: (a) 17.1.1 it has full capacity and authority and all necessary consents licences, permissions (statutory, regulatory, contractual or otherwise) (including where its procedures so require, the consent of its Parent Company) to enter into and perform its obligations under the Contract; (b) 17.1.2 the Contract is executed by a duly authorised representative of the Supplier; (c) 17.1.3 in entering the Contract it has not committed any Fraud; 17.1.4 it has not committed any offence under the Prevention of Corruption Acts 1889 to 1916, or the Bribery Act 2010; 17.1.5 this Contract shall be performed in compliance with all Laws (das amended from time to time) and all applicable Standards; 17.1.6 as at the Commencement Date, all information, statements and representations contained in the Tender for the Goods and/or Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority Customer prior to execution of the Contract and it will advise the Authority 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 misleadingmisleading and all warranties and representations contained in the Tender shall be deemed repeated in this Contract; (e) 17.1.7 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; (f) 17.1.8 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; (g) 17.1.9 no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the 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 's assets or revenue; (h) 17.1.10 it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the ContractContract and shall maintain the same in full force and effect; (i) 17.2 The Supplier warrants represents and undertakes to the Customer that: 17.2.1 the Goods and/or Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; 17.2.2 it shall discharge its obligations hereunder (jincluding the provision of the Goods and/or Services) with reasonable skill, care and diligence including in accordance with Good Industry Practice and its own established internal procedures; 17.2.3 the Goods and/or Services are and will continue to be during the Contract Period: 17.2.3.1 of satisfactory quality; and 17.2.3.2 in conformance with the relevant specifications set out in this Contract, the relevant order and (if applicable) the manufacturer's specifications and documentation; 17.2.4 in the three (3) years Years prior to the date of the ContractCommencement Date: (i) 17.2.4.1 it has conducted all financial accounting and reporting activities in compliance in all material respects in compliance with the generally accepted accounting principles that apply to it in any country where it files accounts;; and (ii) 17.2.4.2 it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and; (k) 17.2.4.3 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 on-going business concern or its ability to fulfil its obligations under the Contract; and 17.2.4.4 for the Contract Period that all Staff will be vetted in accordance with Good Industry Practice, the Security Policy and the Quality Standards. 17.3 For the avoidance of doubt, the fact that any provision within this Contract is expressed as a warranty shall not preclude any right of termination the Customer may have in respect of breach of that provision by the Supplier. 17.4 The Supplier acknowledges and agrees that: 17.4.1 the warranties, representations and undertakings contained in this Contract are material and are designed to induce the Customer into entering into this contract; and 17.4.2 the Customer has been induced into entering into this Contract and in doing so has relied upon the warranties, representations and undertakings contained herein.

Warranties and Representations. 9.3.1 The In addition to the warranties given at clause 8.6, the Supplier warrants and represents that:-that: (a) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Company) to enter into and perform its obligations under the Contract; (b) the Contract is executed by a duly authorised representative of the Supplier; (c) in entering the Contract it has not committed any FraudProhibited Act; (d) as at the Service Commencement Date, all information, statements and representations contained in the Tender and the SQ Response for the Services and Software are true, accurate and not misleading save except as may have been specifically disclosed in writing to the Authority prior to Customer before execution of the Contract and it will advise the Authority Customer of any fact, matter or circumstance of which it may become aware during the Contract Period which would render any such information, statement or representation to be false or misleading; (e) 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; (f) 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; (g) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the 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 's assets or revenue; (h) it owns, has obtained or is able to obtain obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) in the three (3) years prior to the date of the Contract: (i) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (k) 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.

Warranties and Representations. 9.3.1 9.1 The Supplier warrants warrants, represents and represents that:-undertakes to the Customer that: (a) 9.1.1 it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Company) to enter into and perform its obligations under the Contract; (b) 9.1.2 it has the Contract is executed right to sell the Vehicles and the Customer shall at all times be entitled to use the Vehicles free from interference by the Supplier or a duly authorised representative of third party and the SupplierVehicles are free from any charge, lien or other encumbrance; (c) 9.1.3 in entering the Contract it has not committed any Fraud; (d) 9.1.4 as at the Commencement Datedate of this Contract, all information, statements and representations contained in the Tender for issued by the Services Supplier in connection with the Framework Agreement are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority Customer prior to execution the date of the this Contract and it will advise the Authority 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 misleadingmisleading and all warranties and representations contained in the Tender shall be deemed repeated in this Contract; (e) 9.1.5 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; (f) 9.1.6 it is not subject to any contractual obligation, compliance with which is likely to have an adverse effect affect on its ability to perform its obligations under the Contract; (g) 9.1.7 no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the 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 's assets or revenue; (h) 9.1.8 it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) 9.1.9 in the three (3) years Years prior to the date of the this Contract: (i) 9.1.9.1 it has conducted all financial accounting and reporting activities in compliance in all material respects in compliance with the generally accepted accounting principles that apply to it in any country where it files accounts;; and (ii) 9.1.9.2 it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and; (k) 9.1.10 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; and 9.1.11 all Staff used in connection with the provision of the Vehicles and/or Services will be vetted in accordance with Good Industry Practice and the Quality Standards. 9.2 For the avoidance of doubt, the fact that any provision within this Contract is expressed as a warranty shall not preclude any right of termination the Customer may have in respect of breach of that provision by the Supplier. 9.3 The Supplier acknowledges and agrees that: 9.3.1 the warranties, representations and undertakings contained in this Contract are material and are designed to induce the Customer into entering into this Contract; and 9.3.2 the Customer has been induced into entering into this Contract and in doing so has relied upon the warranties, representations and undertakings contained herein. 9.4 The Supplier shall indemnify the Customer fully against all claims, proceedings, actions, damages, legal costs, expenses and any other liabilities in respect of any death or personal injury, or loss of or damage to property, which is caused directly or indirectly by any act or omission of the Supplier. This Clause 9.4 shall not apply to the extent that the Supplier is able to demonstrate that such death or personal injury, or loss or damage, was not caused or contributed to by this negligence or default, or the negligence or default of its Staff or Sub-Contractors, or by any circumstances within its or their control. 9.5 Without prejudice to any rights or remedies of the Customer, the Supplier shall indemnify the Customer against all actions, suits, claims, demands, losses, charges, reasonable costs and reasonable expenses which the Customer may suffer or reasonably incur as a direct result of or in connection with any damage to property or in respect of any injury (whether fatal or otherwise) to any person which may result directly from negligent or wrongful act or omission of the Supplier.

Warranties and Representations. 9.3.1 24.1 The Supplier warrants warrants, represents and represents that:-undertakes to the Customer that: (a) 24.1.1 it has full capacity and authority and all necessary consents licences, permissions (statutory, regulatory, contractual or otherwise) (including where its procedures so require, the consent of its Parent Company) to enter into and perform its obligations under the Contract; (b) 24.1.2 the Contract is executed by a duly authorised representative of the Supplier; (c) 24.1.3 in entering the Contract it has not committed any Fraud; 24.1.4 it has not committed any offence under the Prevention of Corruption Acts 1889 to 1916, or the Bribery Act 2010; 24.1.5 this Contract shall be performed in compliance with all Laws (das amended from time to time) and all applicable Standards; 24.1.6 as at the Commencement Date, all information, statements and representations contained in the Tender and the PQQ Response for the Goods and Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority Customer prior to execution of the Contract and it will advise the Authority 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 misleadingmisleading and all warranties and representations contained in the PQQ Response and Tender shall be deemed repeated in this Contract; (e) 24.1.7 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; (f) 24.1.8 it is not subject to any contractual obligation, compliance with which is likely to have an adverse effect affect on its ability to perform its obligations under the Contract; (g) 24.1.9 no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the 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 's assets or revenue; (h) 24.1.10 it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the ContractContract and shall maintain the same in full force and effect; (i) 24.2 The Supplier warrants represents and undertakes to the Customer that: 24.2.1 the Goods and Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; 24.2.2 it shall discharge its obligations hereunder (jincluding the provision of the Goods and Services) with all due skill, care and diligence including in accordance with Good Industry Practice and its own established internal procedures; 24.2.3 the Goods and Services are and will continue to be during the Contract Period: 24.2.3.1 of satisfactory quality; and 24.2.3.2 in conformance with the relevant specifications set out in this Contract, the relevant Order and (if applicable) the manufacturer’s specifications and documentation; 24.2.4 in the three (3) years Years prior to the date of the ContractCommencement Date: (i) 24.2.4.1 it has conducted all financial accounting and reporting activities in compliance in all material respects in compliance with the generally accepted accounting principles that apply to it in any country where it files accounts;; and (ii) 24.2.4.2 it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and; (k) 24.2.4.3 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; and 24.2.4.4 for the Contract Period that all Staff will be vetted in accordance with Good Industry Practice, the Security Policy and the Quality Standards. 24.3 For the avoidance of doubt, the fact that any provision within this Contract is expressed as a warranty shall not preclude any right of termination the Customer may have in respect of breach of that provision by the Supplier. 24.4 The Supplier acknowledges and agrees that: 24.4.1 the warranties, representations and undertakings contained in this Contract are material and are designed to induce the Customer into entering into this contract; and 24.4.2 the Customer has been induced into entering into this Contract and in doing so has relied upon the warranties, representations and undertakings contained herein.

Warranties and Representations. 9.3.1 The Supplier Service Provider warrants and represents that:-that: (a) 49.1. it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Companyparent company) to enter into and perform its obligations under the Contract; (b) Contract and that the Contract is executed by a duly authorised representative of the Supplierindividual; (c) 49.2. in entering the Contract it has not committed any Fraudoffence under the Xxxxxxx Xxx 0000 or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2012; 49.3. it has not committed any breach of the Employment Relations 1999 Act (dBlacklists) Regulations 2010 or or section 137 of the Trade Union and Labour Relations (Consolidation) Xxx 0000, or committed any breach of the Data Protection Act 1998 by unlawfully processing personal data in connection with any blacklisting activities; 49.4. as at the Commencement Date, all information, statements and representations information contained in the PQQ and Tender for the Services are remains true, accurate and not misleading misleading, save as may have been specifically disclosed in writing to the Authority Purchaser prior to execution of the Contract and it will advise the Authority 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 misleadingContract; (e) 49.5. no claim is being asserted and no litigation, arbitration alternative dispute resolution procedure or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might affect have a material adverse effect on its ability to perform its obligations under the Contract; (f) 49.6. it is not subject to any contractual obligation, compliance with which is likely to have an a material adverse effect on its ability to perform its obligations under the Contract; (g) 49.7. no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier Service Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the SupplierService Provider’s assets or revenue; (h) 49.8. it owns, has obtained or is able to obtain obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) 49.9. in the three (3) 3 years prior to the date of the ContractCommencement Date: (i) 49.9.1. it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) 49.9.2. it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and; (k) 49.10. it has not done or omitted to do anything which could have an a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract; 49.11. it has made appropriate inquiries (for example as regards the Purchaser’s premises) so as to be satisfied in relation to all matters connected with the performance of its obligations under the Contract; 49.12. it is familiar with the Purchaser’s policies concerning Baseline Personnel Security Standard clearance and health and safety and fire as they apply at the Commencement Date; 49.13. it has in place appropriate technical and organisational measures to safeguard any Purchaser Protected Information provided by the Purchaser; 49.14. there are no actual or potential conflicts between the interests of the Service Provider and the duties owed to the Purchaser under the Contract, save as may have been specifically disclosed in writing to the Purchaser prior to execution of the Contract; and 49.15. it is deemed to have inspected any premises at which the services are to be performed as set out in the Specification (the ‘Premises’) before tendering so as to have understood the nature and extent of the Services to be carried out and is deemed to be satisfied in relation to all matters connected with the Services and the Premises.

Warranties and Representations. 9.3.1 8.1 The Supplier Provider warrants and represents to the Council that:- (a) 8.1.1 it has full capacity and authority and all necessary consents (including including, where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under the Contractthis Agreement; (b) the Contract 8.1.2 this Agreement is executed by a duly authorised representative of the SupplierProvider; (c) 8.1.3 in entering the into this Agreement or any Contract it has not committed any Fraud; (d) as at the Commencement Date, 8.1.4 all information, statements and representations contained in the Tender for Accreditation and Enrolment, Request to Participate and the Services SQ response are true, accurate and not misleading save as may have been specifically disclosed in writing and will continue to be so for the Authority prior to execution of the Contract Term and it will promptly advise the Authority Council 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; (e) 8.1.5 it has not entered into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of the Agreement; 8.1.6 it has not caused or induced any person to enter such agreement referred to in Clause 8.1.5 above; 8.1.7 it has not offered or agreed to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Services under the Agreement; 8.1.8 it has not committed any Prohibited Act; 8.1.9 no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Agreement and any Contract which may be entered into with the ContractCouncil; (f) 8.1.10 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 this Agreement and any Contract which may be entered into with the ContractCouncil; (g) 8.1.11 no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s Provider's assets or revenue;; and (h) it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) 8.1.12 in the three (3) years prior to the date of the Contract:this Agreement:- (ia) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (iib) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (kc) it has not done performed any act or omitted omission with respect to do anything its financial accounting or reporting which could have an adverse effect on its assets, financial condition or the Provider's position as an ongoing business concern or its ability to fulfil its obligations under this Agreement. 8.2 The Provider shall repeat the Contractwarranties and representations throughout the Term.

Warranties and Representations. 9.3.1 The Supplier warrants In connection with signing and represents that:-carrying out this Agreement, Contractor: (a) it has full capacity warrants that Contractor is appropriately licensed under Illinois law to perform the Services required under this Agreement and authority will perform no Services for which a professional license is required by law and all necessary consents (including where its procedures so require, the consent of its Parent Company) to enter into and perform its obligations under the Contractfor which Contractor is not appropriately licensed; (b) warrants it is financially solvent; it and each of its employees, agents and Subcontractors of any tier are competent to perform the Contract Services required under this Agreement; and Contractor is executed by a duly authorised representative of legally authorized to execute and perform or cause to be performed this Agreement under the Supplierterms and conditions stated in this Agreement; (c) warrants that it will not knowingly use the services of any ineligible contractor or Subcontractor for any purpose in entering the Contract it has not committed any Fraudperformance of its Services under this Agreement; (d) as warrants that Contractor and its Subcontractors are not in default at the Commencement Datetime this Agreement is signed, all informationand have not been deemed by the City’s Chief Procurement Officer to have, statements and representations contained in within 5 years immediately preceding the Tender for the Services are truedate of this Agreement, accurate and not misleading save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract and it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation found to be false or misleadingin default on any contract awarded by the City; (e) no claim is being asserted represents that it has carefully examined and no litigation, arbitration or administrative proceeding is presently in progress or, analyzed the provisions and requirements of this Agreement; it understands the nature of the Services required; from its own analysis it has satisfied itself as to the best nature of all things needed for the performance of this Agreement; this Agreement is feasible of performance in accordance with all of its knowledge provisions and beliefrequirements, pending and Contractor warrants it can and will perform, or threatened against it or its assets which will or might affect its ability cause to perform its obligations under be performed, the ContractServices in strict accordance with the provisions and requirements of this Agreement; (f) 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; (g) no proceedings or other steps have been taken and not discharged (norrepresents that Contractor and, to the best of its knowledge, its Subcontractors are threatened) for the winding up not in violation of the Supplier or for its dissolution or for the appointment provisions of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any §2-92-320 of the Supplier’s assets Municipal Code, and in connection with it, and additionally in connection with the Illinois Criminal Code, 720 ILCS 5/33E as amended, and the Illinois Municipal Code, 65 ILCS 5/11-42.1-1; (g) acknowledges that any certification, affidavit or revenue;acknowledgment made under oath in connection with this Agreement is made under penalty of perjury and, if false, is also cause for termination under Sections 8.2 and 8.3 of this Agreement; and (h) it ownswarrants and represents that neither Contractor nor an Affiliate of Contractor (as defined below) appears on the Specially Designated Nationals List, has obtained the Denied Persons List, the unverified List, the Entity List, or the Debarred List as maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or by the Bureau of Industry and Security of the U.S. Department of Commerce (or their successors), or on any other list of persons or entities with which the City may not do business under any applicable law, rule, regulation, order or judgment. “Affiliate of Contractor” means a person or entity that directly (or indirectly through one or more intermediaries) controls, is controlled by or is able under common control with Contractor. A person or entity will be deemed to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) the Services shall be provided and carried out controlled by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) in the three (3) years prior to the date of the Contract: (i) another person or entity if it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it is controlled in any country where it files accounts; manner whatsoever that results in control in fact by that other person or entity (iieither acting individually or acting jointly or in concert with others) it has been in full compliance with all applicable securities whether directly or indirectly and tax laws and regulations in the jurisdiction in which it is established; and (k) it has not done whether through share ownership, a trust, a contract 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 Contractotherwise.

Warranties and Representations. 9.3.1 7.1 The Supplier Service Provider warrants and represents that:-to the Authority that: (a) it has full capacity and authority and all necessary consents (including including, where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under the this Agreement and any Contract; (b) the Contract this Agreement is executed by a duly authorised representative of the SupplierService Provider; (c) in entering the into this Agreement or any Contract it has not committed any FraudProhibited Act; (d) as at the Commencement Date, all information, statements and representations contained in the Tender for the Services Request to Participate are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority prior to before the execution of the Contract this Agreement and it will shall promptly advise the Authority of any fact, matter or circumstance of which it may become aware which during the Term that would render any such information, statement or representation to be false or misleading; (e) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will that shall or might affect its ability to perform its obligations under this Agreement and any Contract which may be entered into with the ContractAuthority; (f) 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 this Agreement and any Contract;; and (g) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier Service Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s Service Provider's assets or revenue; (h) it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) in the three (3) years prior to the date of the Contract: (i) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (k) 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.

Warranties and Representations. 9.3.1 B21.1. The Supplier Provider warrants and represents that:-that: (a) it It has full capacity and authority to enter into this Contract and all necessary consents (including where Consents have been obtained and are in full force and effect; b) its procedures so requireexecution of this Contract does not and will not contravene or conflict with its constitution, the consent any Law, or any agreement to which it is a party or which is binding on it or any of its Parent Company) to enter into and perform its obligations under the Contractassets; (b) the Contract is executed by a duly authorised representative of the Supplier; (c) in entering the this Contract it has not committed any Fraud; (d) as at the Commencement Date, all information, statements and representations contained in the Tender for the Services are true, accurate and not misleading save as may have been specifically disclosed in writing reasonably material information supplied by it to the Authority prior during the award procedure leading to the execution of the this Contract is, to its reasonable knowledge and belief, true and accurate and it will advise is not aware of any material facts or circumstances which have not been disclosed to the Authority which would, if disclosed, be likely to have an adverse effect on a reasonable public sector entity’s decision whether or not to contract with the Provider substantially on the terms 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 misleadingthis Contract; (e) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and beliefknowledge, pending nothing will have, or threatened against it or its assets which will or might affect its ability to perform its obligations under the Contract; (f) it is not subject to any contractual obligation, compliance with which is likely to have an have, a material adverse effect on its ability to perform its obligations under the this Contract; (gf) no proceedings or other steps have been taken it has the right to permit disclosure and not discharged (nor, to the best use of its knowledge, are threatened) Confidential Information for the winding up purpose 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; (h) it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the this Contract; (ig) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) in the three (3) years prior to the date of the ContractCommencement Date: (i) it It has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it It has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (kiii) it It has not done or omitted to do anything which could have an a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under this Contract; and h) No proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge are threatened) for the winding up of the Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Provider’s assets or revenue. B21.2. The Authority warrants and represents that: a) it has full power and authority to enter into this Contract and all necessary approvals and consents have been obtained and are in full force and effect; b) its execution of this Contract does not and will not contravene or conflict with its constitution, any Law, or any agreement to which it is a party or which is binding on it; c) it has the right to permit disclosure and use of Confidential Information for the purpose of this Contract; and d) to the best of its knowledge, nothing will have, or is likely to have, a material adverse effect on its ability to perform its obligations under this Contract. B21.3. The warranties set out in this clause B21 are given on the Commencement Date and repeated on every day during the term of this Contract.

Warranties and Representations. 9.3.1 The Supplier warrants Contractor hereby warrants, represents and represents that:- (a) undertakes to the Authority that: it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Companyany parent company) to enter into and perform its obligations under the Contract; (b) Contract and that the Contract is executed by a duly authorised representative of the Supplier; (c) Contractor; in entering the Contract it has not committed any Fraud; (d) fraud; as at the Commencement Date, all information, statements and representations information contained in the Tender for the Services are remains true, accurate and not misleading misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract and it will advise the Authority 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; (e) Contract; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might affect have a material adverse effect on its ability to perform its obligations under the Contract; (f) ; it is not subject to any contractual obligation, compliance with which is likely to have an a material adverse effect on its ability to perform its obligations under the Contract; (g) ; no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the SupplierContractor’s assets or revenue; (h) ; it owns, has obtained or is able to obtain obtain, valid licences for all Intellectual Property Rights that are is necessary for the performance of its obligations under the Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) ; in the three (3) years prior to the date of the Contract: (i) : it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) ; it has been in full compliance with all applicable securities and tax laws and regulations Law in the jurisdiction in which it is established; and (k) and it has not done or omitted to do anything which could have an a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract; all Staff were recruited and vetted in such a way as to allow the Contractor to give the warranty and undertaking and make the representation set out in clause 33.5; it has and will continue to hold all the necessary (if any) approvals from Regulatory Bodies necessary to perform its obligations under this Contract; as at the Commencement Date all statements and representations in the Contractor’s Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading; and it shall at all times comply with the Law in carrying out its obligations under this Contract.

Warranties and Representations. 9.3.1 The Supplier warrants Contractor hereby warrants, represents and represents that:- (a) undertakes to the Agency that: it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Companyany parent company) to enter into and perform its obligations under the Contract; (b) Contract and that the Contract is executed by a duly authorised representative of the Supplier; (c) Contractor; in entering the Contract it has not committed any Fraud; (d) fraud; as at the Commencement Date, all information, statements and representations information contained in the Tender for the Services are remains true, accurate and not misleading misleading, save as may have been specifically disclosed in writing to the Authority Agency prior to execution of the Contract and it will advise the Authority 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; (e) Contract; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might affect have a material adverse effect on its ability to perform its obligations under the Contract; (f) ; it is not subject to any contractual obligation, compliance with which is likely to have an a material adverse effect on its ability to perform its obligations under the Contract; (g) ; no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the SupplierContractor’s assets or revenue; (h) ; it owns, has obtained or is able to obtain obtain, valid licences for all Intellectual Property Rights that are is necessary for the performance of its obligations under the Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) ; in the three ([3) ] years prior to the date of the Contract: (i) : it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) ; it has been in full compliance with all applicable securities and tax laws and regulations Law in the jurisdiction in which it is established; and (k) and it has not done or omitted to do anything which could have an a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract; all Staff were recruited and vetted in such a way as to allow the Contractor to give the warranty and undertaking and make the representation set out in Clause 1.113; it has and will continue to hold all the necessary (if any) approvals from Regulatory Bodies necessary to perform its obligations under this Contract; as at the Commencement Date all statements and representations in the Contractor’s Tender including pricing models, implementation plans and delivery plans are to the best of its knowledge, information and belief, true and accurate and that it will advise the Agency of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading; and it shall at all times comply with the Law in carrying out its obligations under this Contract.

Warranties and Representations. 9.3.1 G.2.1 The Supplier Contractor warrants and represents that:-that: (a) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Companyparent company) to enter into and perform its obligations under the Contract; (b) Contract and that the Contract is executed by a duly authorised representative of the SupplierContractor; (cb) in entering the Contract it has not committed any Fraud; (dc) as at the Commencement Date, all information, statements and representations information contained in the Tender for the Services are remains true, accurate and not misleading misleading, save as may have been specifically disclosed in writing to the Authority Client prior to execution of the Contract and it will advise the Authority 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 misleadingContract; (ed) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might affect have a material adverse effect on its ability to perform its obligations under the Contract; (fe) it is not subject to any contractual obligation, compliance with which is likely to have an a material adverse effect on its ability to perform its obligations under the Contract; (gf) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the SupplierContractor’s assets or revenue; (hg) it owns, has obtained or is able to obtain obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (jh) in the three (3) 3 years prior to the date of the Contract: (i) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (ki) it has not done or omitted to do anything which could have an a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract.

Warranties and Representations. 9.3.1 8.1 The Supplier Provider warrants and represents to the Council that:- (a) 8.1.1 it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under the Contractthis Services Agreement; (b) the Contract 8.1.2 this Services Agreement is executed by a duly authorised representative Authorised Representative of the SupplierProvider; (c) 8.1.3 in entering the into this Services Agreement or any Individual Services Contract it has not committed any Fraud; (d) 8.1.4 as at the Commencement Date, all information, statements and representations contained in the Tender for the Services Provider’s Submission are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority Council prior to the execution of the Contract this Services Agreement and it will promptly advise the Authority Council 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; (e) 8.1.5 it has not entered into any agreement with any other person with the aim of preventing submissions being made or as to the fixing or adjusting of the amount of any submission or the conditions on which any tender is made in respect of the Services Agreement; 8.1.6 it has not caused or induced any person to enter such agreement referred to in Clause 8.1.5 above; 8.1.7 it has not offered or agreed to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other submission or proposed submission for Services under the Services Agreement; 8.1.8 it has not committed any offence under the Prevention of Corruption Acts 1889 to 1916; 8.1.9 no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Services Agreement and any Individual Services Contract which may be entered into with the ContractCouncil; (f) 8.1.10 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 this Services Agreement and any Individual Services Contract which may be entered into with the ContractCouncil; (g) 8.1.11 no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s Provider's assets or revenue;; and (h) it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) 8.1.12 in the three (3) years prior to the date of the Contract:this Services Agreement:- (ia) it t has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (iib) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (kc) it has not done performed any act or omitted omission with respect to do anything its financial accounting or reporting which could have an adverse effect on its assets, financial condition or the Provider's position as an ongoing business concern or its ability to fulfil its obligations under the Contractthis Services Agreement.

Warranties and Representations. 9.3.1 The Supplier Contractor warrants and represents that:- (a) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Company) to enter into and perform its obligations under the Contract; (b) the Contract is executed by a duly authorised representative of the SupplierContractor; (c) in entering the Contract it has not committed any Fraud; (d) as at the Commencement Date, all information, statements and representations contained in the Tender for the Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract and it will advise the Authority 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; (e) 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; (f) 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; (g) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the SupplierContractor’s assets or revenue; (h) it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) in the three (3) years prior to the date of the Contract: (i) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (k) 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.

Warranties and Representations. 9.3.1 7.1 The Supplier Provider warrants and represents that:-on its behalf and on behalf of the Office Holders (identified in Schedule 5) to the Authority that: (a) 7.1.1 it has full capacity and authority and all necessary consents (including including, where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under the Contractthis Framework Agreement; (b) the Contract 7.1.2 this Framework Agreement is executed by a duly authorised representative of the SupplierProvider; (c) in entering the Contract it has not committed any Fraud; (d) 7.1.3 as at the Commencement Date, all information, statements and representations contained in the Tender for the Services are true, accurate accurate, and not misleading save as may have been specifically disclosed in writing to the Authority prior to the execution of the Contract this Framework Agreement and it will promptly advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or as representation to be false or misleading; (e) 7.1.4 no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress progress, or, to the best of its knowledge and belief, belief pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Framework Agreement and any Letter of Appointment which may be entered with the ContractAuthority or Other Contracting Bodies; (f) 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; (g) 7.1.5 no proceedings or other steps have been taken and not discharged (nor, to the best of its their knowledge, are threatened) for the winding up of the Supplier Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the SupplierProvider’s assets or revenue; (h) it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) 7.1.6 in the three (3) years prior to the date of the Contractthis Framework Agreement: (i) 7.1.6.1 it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (k) 7.1.6.2 it has not done performed any act or omitted omission with respect to do anything its financial accounting or reporting which could have an adverse effect on its assets, financial condition or the Provider’s position as an ongoing business concern or its ability to fulfil its obligations under this Framework Agreement. 7.1.7 it will inform the Contractrelevant Contracting Body of any genuine complaints from a third party arising from appointments awarded under the contract. 7.2 The Provider warrants and represents to each of the Other Contracting Bodies the statements in Clause 7.1 above.

Warranties and Representations. 9.3.1 The Supplier warrants (A) In connection with signing and represents that:-carrying out this Agreement, the Company: (a) it has full capacity warrants that the Company is appropriately licensed under Illinois law to perform the services required under this Agreement and authority will perform no services for which a professional license is required by law and all necessary consents (including where its procedures so require, for which the consent of its Parent Company) to enter into and perform its obligations under the ContractCompany is not appropriately licensed; (b) the Contract warrants it is executed by a duly authorised representative of the Supplier; (c) in entering the Contract financially solvent; it has not committed any Fraud; (d) as at the Commencement Date, all information, statements and representations contained in the Tender for the Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract and it will advise the Authority 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; (e) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best each 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; (f) 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; (g) no proceedings or other steps have been taken and not discharged (noremployees and, to the best of its knowledge, its agents and subcontractors of any tier are threatenedcompetent to perform the services required under this Agreement; and the Company is legally authorized to execute and perform or cause to be performed this Agreement under the terms and conditions stated in this Agreement; (c) warrants that it will not knowingly use the services of any ineligible contractor or subcontractor for any purpose in the performance of its services under this Agreement; (d) warrants that the Company and its subcontractors are not in default at the time this Agreement is signed, and have not been deemed by the Chief Procurement Officer to have, within 5 years immediately preceding the date of this Agreement, been found to be in default on any contract awarded by the City ; (e) represents that it has carefully examined and analyzed the provisions and requirements of this Agreement; it understands the nature of the services required; from its own analysis it has satisfied itself as to the nature of all things needed for the winding up performance of this Agreement; this Agreement is feasible of performance in accordance with all of its provisions and requirements, and the Company warrants it can and will perform, or cause to be performed, the services in strict accordance with the provisions and requirements of this Agreement; (f) represents that the Company and, to the best of its knowledge, its subcontractors are not in violation of the Supplier or for its dissolution or for the appointment provisions of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any ‘ 2-92-320 of the Supplier’s assets or revenueMunicipal Code , and in connection with it, and additionally in connection with the Illinois Criminal Code, 720 ILCS 5/33E as amended, and the Illinois Municipal Code, 65 ILCS 5/11-42.1-1; (g) acknowledges that the Company and, to the best of its knowledge after due diligence, its subcontractors understand and will abide by all provisions of Chapter 2-26-010 et seq. of the Municipal Code pertaining to the Office of Compliance; (h) it ownsacknowledges that any certification, has obtained affidavit or acknowledgment made under oath in connection with this Agreement is able to obtain valid licences made under penalty of perjury and, if false, is also cause for all Intellectual Property Rights that are necessary for the performance termination of its obligations under the Contract;this Agreement; and (i) warrants and represents that neither the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) in the three (3) years prior to the date Company nor an Affiliate of the Contract: Company (ias defined below) it has conducted all financial accounting appears on the Specially Designated Nationals List, the Denied Persons List, the unverified List, the Entity List, or the Debarred List as maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or by the Bureau of Industry and reporting activities in compliance in all material respects Security of the U.S. Department of Commerce (or their successors), or on any other list of persons or entities with which the City may not do business under any applicable law, rule, regulation, order or judgment. AAffiliate of the Xxxxxxx@xxans a person or entity that directly (or indirectly through one or more intermediaries) controls, is controlled by or is under common control with the generally accepted accounting principles that apply Company. A person or entity will be deemed to be controlled by another person or entity if it is controlled in any country where it files accounts; manner whatsoever that results in control in fact by that other person or entity (iieither acting individually or acting jointly or in concert with others) it has been in full compliance with all applicable securities whether directly or indirectly and tax laws and regulations in the jurisdiction in which it is established; and (k) it has not done whether through share ownership, a trust, a contract 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 Contractotherwise.

Warranties and Representations. 9.3.1 The Supplier Service Provider warrants and represents that:- (a) that: it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Companyparent company) to enter into and perform its obligations under the Contract; (b) the this Contract and that this Contract is executed by a duly authorised representative of the Supplier; (c) individual; in entering the this Contract it has not committed any Fraud; offence under the Xxxxxxx Xxx 0000 or of fraud or uttering at common law or any other kind referred to in the Public Contracts (dScotland) Regulations 2015; it has not committed any breach of the Employment Relations 1999 Act (Blacklists) Regulations 2010 or section 137 of the Trade Union and Labour Relations (Consolidation) Xxx 0000, or committed any breach of the Data Protection Laws by unlawfully Processing Personal Data in connection with any blacklisting activities; as at the Commencement Date, all information, statements and representations information contained in the ESPD and Tender for the Services are remains true, accurate and not misleading misleading, save as may have been specifically disclosed in writing to the Authority Purchaser prior to execution of the Contract and it will advise the Authority 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; (e) this Contract; no claim is being asserted and no litigation, arbitration alternative dispute resolution procedure or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might affect have a material adverse effect on its ability to perform its obligations under the this Contract; (f) ; it is not subject to any contractual obligation, compliance with which is likely to have an a material adverse effect on its ability to perform its obligations under the this Contract; (g) ; no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier Service Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the SupplierService Provider’s assets or revenue; (h) ; it owns, has obtained or is able to obtain obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the this Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) ; in the three (3) years prior to the date of the Contract: (i) Commencement Date: it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) ; it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (k) it has not done or omitted to do anything which could have an a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under this Contract; it has made appropriate inquiries (for example as regards the Purchaser’s premises) so as to be satisfied in relation to all matters connected with the performance of its obligations under this Contract; it is familiar with the Purchaser’s policies concerning Baseline Personnel Security Standard clearance, Disclosure Scotland checks, and health and safety and fire as they apply at the Commencement Date; it has in place appropriate technical and organisational measures to safeguard any Purchaser Protected Information, Purchaser Confidential Information, and the Purchaser Data; there are no actual or potential conflicts between the interests of the Service Provider and the duties owed to the Purchaser under this Contract, save as may have been specifically disclosed in writing to the Purchaser prior to execution of this Contract; and it is deemed to have inspected any premises at which the Services are to be performed as set out in the Specification (the ‘Premises’) before tendering so as to have understood the nature and extent of the Services to be carried out and is deemed to be satisfied in relation to all matters connected with the Services and the Premises. Guidance notes: These warranties and representations are important contractual promises that the Service Provider must make, covering key areas where the SG requires comfort. If the Service Provider is unable to give any of the warranties it raises the question of whether they should be awarded the Contract.. Limitation of Liability and Indemnity Neither Party excludes or limits liability to the other Party for: death or personal injury caused by its negligence, or that of its employees, agents or Sub-contractors (as applicable); fraud or fraudulent misrepresentation by it or its employees; breach of any obligation as to title implied by section 12 of the Sale of Goods Xxx 0000 or section 11B of the Supply of Goods and Services Xxx 0000; breach of any obligation under the Data Protection Laws; or any liability to the extent it cannot be limited or excluded by Law. Subject to clauses 58.3 and 58.5, the Service Provider shall indemnify the Purchaser and keep the Purchaser indemnified fully against all Losses which may arise out of, or in consequence of, the supply and/or commissioning of the Services, or the late or purported supply and/or commissioning of the Services, or the performance or non-performance by the Service Provider of its obligations under this Contract; or the presence of the Service Provider and/or the Service Provider Representatives on the Purchaser premises, including in respect of any death or personal injury, loss of or damage to property, financial loss arising from any advice negligently given or negligently omitted to be given by the Service Provider, or any other loss which is caused directly or indirectly by any act or omission of the Service Provider or Service Provider Representatives. The Service Provider shall not be responsible for any injury, loss, damage, cost or expense if and to the extent that it is caused by the negligence or wilful misconduct of the Purchaser or by breach by the Purchaser of its obligations under this Contract or failure by the Purchaser to take reasonable endeavours to mitigate the effects of any loss or damage covered by this clause. The Purchaser shall indemnify the Service Provider in respect of all claims, proceedings, actions, damages, fines, costs, expenses or other liabilities which may arise out of, or in consequence of, a breach of Data Protection Laws where the breach is a direct result of the Service Provider acting in accordance with the Purchaser’s specific written instructions. This indemnity provision shall not apply if the Service Provider: acts on the Purchaser’s specific written instructions but fails to notify the Purchaser in accordance with clause 13.12.3 (Data Protection); or fails to comply with any other obligation under the Contract. Guidance notes: Clause 58.4 provides an indemnity in limited circumstances where the Service Provider suffers a loss as a direct consequence of specific instructions from the Purchaser to do something under data protection law. It is subject to the Service Provider notifying the Purchaser that it thinks the instructions are in breach of data protection law. Offering an indemnity on this limited basis is intended to provide a commercial balance to the unlimited liability which the Service Provider will be subject to in accordance with the liability provisions in the event of a data protection breach. Subject always to clause 58.1, the liability of either Party to the other for Defaults under or in connection with this Contract shall in no event exceed [INSERT APPROPRIATE SUM – SEE GUIDANCE NOTES BELOW] for any one incident or series of related incidents annually (for that purpose counting from the Commencement Date), provided that the Service Provider’s liability in relation to the following clauses shall be unlimited:

Warranties and Representations. 9.3.1 10.1 The Supplier Contractor warrants and represents that:-that: (a) it has full capacity and capacity, authority and all necessary consents (consent, including where its procedures so require, the consent of its Parent Company) parent company, where applicable, and that it possesses the necessary licenses, permits, and power to enter into execute and perform its obligations under the Contract; (b) the Contract is executed by a duly authorised authorized representative of the Supplier;Contractor;‌ (c) in entering as of the date the Contract it has not committed any Fraud; (d) as at the Commencement Datebecomes effective, all information, statements and representations information contained in the Tender for the Services are Contractor’s bid or proposal remains true, accurate and not misleading save as misleading, except those that the Contractor may have been specifically disclosed in writing to the Authority prior Fund before signing the Contract; (d) it is in compliance with, and shall continue to execution comply with, all applicable laws, ordinances, rules, regulations, and lawful orders of the Contract and it will advise the Authority public authorities of any fact, matter or circumstance of jurisdiction in which it may become aware which would render any such information, statement or representation to the Services shall be false or misleading;performed under this Contract;‌ (e) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and beliefprogress, pending or being threatened against it the Contractor or any of its assets which will or might that could adversely affect its the Contractor’s ability to perform its obligations the Services under the Contract; (f) it is not subject to any contractual obligation, compliance with which is likely to have an adverse effect on its obligation that would adversely affect the Contractor’s ability to perform its obligations the Services under the Contract; nor has the Contractor done or omitted to do anything that could adversely affect its assets, financial condition or position as a going business concern; (g) no it has not filed nor is it facing proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier its business or for its dissolution dissolution, insolvency, bankruptcy, or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the SupplierContractor’s assets or revenue;. The Contractor expressly warrants its financial viability and shall permit the Fund to inspect the Contractor’s accounts, financial statements and other records relevant to the performance of the Contractor under the Contract, or otherwise have these accounts and records audited externally, as the Fund may deem necessary; and (h) it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) in the three (3) years prior to the date of the Contract: (i) it has conducted undertaken all financial accounting and reporting activities in compliance in all material respects with required under the generally accepted accounting principles that apply to it the Contractor and in any the country where it files accounts; (ii) it is registered and has been in full compliance complied with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (k) 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.regulations.‌‌

Warranties and Representations. 9.3.1 The Supplier Contractor warrants and represents that:-that: (a) it 8.1 It has the full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Company) to enter into and perform its obligations under the Contract; (b) Agreement and that the Contract Agreement is executed by a duly authorised representative of the SupplierContractor; (c) in entering the Contract it has not committed any Fraud; (d) as at the Commencement Date, 8.2 all information, statements and representations contained in the Tender for the Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority prior to execution obligations of the Contract and it will advise the Authority 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; (e) 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; (f) 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; (g) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the 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; (h) it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) the Services Contractor hereunder shall be provided performed and carried out rendered by appropriately experienced, qualified and trained Staff with all due skill, care care, ability and diligencediligence including but not limited to Good Industry Practice and in accordance with its own established internal procedures; (j) in 8.3 the three (3) years prior Services shall be to the date reasonable satisfaction of SDNPA and meet any requirements made known to the Contractor by SDNPA; 8.4 the Services shall correspond with the requirements of the Contract:Service Order and any other specification within the Agreement; (i) it has conducted all financial accounting and reporting activities in compliance 8.5 the Services shall conform in all material respects with the generally accepted accounting principles requirements of any applicable Law from time to time in force and that apply it has and will continue to it in hold all necessary (if any) regulatory approvals from any country where it files accountsRegulatory Body necessary to perform the Contractor’s obligations under the Agreement; (ii) 8.6 it has been and will continue to have all necessary rights in full compliance with all applicable securities and tax laws and regulations to any software or Intellectual Property Rights or any other materials made available by the Contractor to SDNPA necessary to perform the obligations under this Agreement; 8.7 it is not in default in the jurisdiction payment of any due and payable taxes or in the filing, registration or recording of any document or under any legal or statutory obligation or requirement which it is established; and (k) it has not done or omitted to do anything which could default might have an a material adverse effect on its assetsbusiness, assets or financial condition or position as an ongoing business concern or its ability to fulfil observe or perform its obligations under the ContractAgreement. 8.8 The Contractor shall indemnify SDNPA and keep SDNPA indemnified against all actions, proceedings, costs, claims, demands, liabilities, losses and expenses whatsoever whether arising in tort (including negligence) default or breach of contract, including but without limitation: 8.8.1 any claim by a third party for damage occurring as a result of the Contractor’s performance of the Services; 8.8.2 any breach of Law, to the extent that any such loss, claim or liability is due to the breach of contract, negligence, wilful default or fraud of itself or its employees or of any of its Representatives or Sub-Contractors save to the extent that the same is directly caused by or directly arises from the negligence, breach of contract or Law by SDNPA.

Warranties and Representations. 9.3.1 The Supplier In connection with signing and carrying out this Agreement, Consultant: i) warrants that Consultant is appropriately licensed under Illinois law to perform the Services required under this Agreement and will perform no Services for which a professional license is required by law and for which Consultant is not appropriately licensed; ii) warrants it is financially solvent; it and each of its employees, agents and Subcontractors of any tier are competent to perform the Services required under this Agreement; and Consultant is legally authorized to execute and perform or cause to be performed this Agreement under the terms and conditions stated in this Agreement; iii) warrants that it will not knowingly use the services of any ineligible consultant or Subcontractor for any purpose in the performance of its Services under this Agreement; iv) warrants that Consultant and its Subcontractors are not in default at the time this Agreement is signed, and has not been considered by the Chief Procurement Officer to have, within 5 years immediately preceding the date of this Agreement, been found to be in default on any contract awarded by the County; v) represents that:- (a) that it has full capacity carefully examined and authority analyzed the provisions and requirements of this Agreement; it understands the nature of the Services required; from its own analysis it has satisfied itself as to the nature of all necessary consents (including where things needed for the performance of this Agreement; this Agreement is feasible of performance in accordance with all of its procedures so requireprovisions and requirements, and Consultant warrants it can and will perform, or cause to be performed, the consent Services in strict accordance with the provisions and requirements of its Parent Company) to enter into and perform its obligations under the Contractthis Agreement; (bvi) the Contract is executed by a duly authorised representative of the Supplier; (c) in entering the Contract it has not committed any Fraud; (d) as at the Commencement Date, all information, statements and representations contained in the Tender for the Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract and it will advise the Authority 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; (e) 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; (f) 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; (g) no proceedings or other steps have been taken and not discharged (norrepresents that Consultant and, to the best of its knowledge, its Subcontractors are threatened) for the winding up not in violation 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 provisions of the Supplier’s assets Illinois Criminal Code, 720 ILCS 5/33E as amended; and SAMPLE vii) acknowledges that any certification, affidavit or revenue; (h) it ownsacknowledgment made under oath in connection with this Agreement is made under penalty of perjury and, has obtained or if false, is able to obtain valid licences also cause for all Intellectual Property Rights that are necessary for the performance of its obligations termination under the Contract; (i) the Services shall be provided Sections 9.a and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) in the three (3) years prior to the date of the Contract: (i) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (k) 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 Contract9.c.

Warranties and Representations. 9.3.1 G3.1 The Supplier Prime Contractor warrants and represents that:-as at the Commencement Date that: (a) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Companyparent company) to enter into and perform its obligations under the Contract; (b) Contract and that the Contract is executed by a duly authorised representative of the SupplierPrime Contractor; (cb) in entering the Contract it has not committed any Fraud; (dc) as at the Commencement Date, all information, statements and representations information contained in the Tender for the Services are remains true, accurate and not misleading misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract and it will advise the Authority 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 misleadingContract; (ed) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might affect have a material adverse effect on its ability to perform its obligations under the Contract; (fe) to the best of its knowledge and belief, it is not subject to any contractual obligation, compliance with which is likely to have an a material adverse effect on its ability to perform its obligations under the Contract; (gf) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier Prime Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the SupplierPrime Contractor’s assets or revenue; (hg) it owns, has obtained or is able to obtain obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; h) in performing its obligations under the Contract, all software used by or on behalf of the Prime Contractor will: (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff currently supported versions of that software; and (ii) perform in all material respects in accordance with all due skill, care and diligenceits specification; (ji) to the best of its knowledge and belief, in the three 3 (3three) years prior to the date of the Contract: (i) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (kj) to the best of its knowledge and belief, it has not done or omitted to do anything which could have an a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract. G3.2 It will ensure that at all times during the Contract Period, the Prime Contractor or Sub-Contractor (other than, for the avoidance of doubt, the PTS Provider) nominated to provide the regulated Services is one or more of the following: a) An institution authorised under Part IV of the Financial Services and Markets Xxx 0000; b) A UK Building Society authorised under the Building Society Xxx 0000, which is able to provide corporate banking facilities; c) A credit institution authorised in other EU Member States which provides banking services in the UK pursuant to the Banking Coordination (Second Council Directive) Regulations 1992; d) Any other bodies which can lawfully provide money transmission and other banking services to government bodies within the UK. If the Prime Contractor or Sub-Contractor nominated to provide the regulated banking services, ceases to be one or more of the above organisations/institutions, the Prime Contractor shall notify the Authority’s Representative in writing immediately, at the latest within 5 (five) Working Days after the relevant cessation, and the Authority may terminate the Contract with effect from the Termination Date without compensation to the Prime Contractor. If, following the Commencement Date, a Sub-Contractor, the PTS Provider or any Retailer is required to obtain any other regulatory approvals, licences or consents which it did not have at the Commencement Date or different regulatory approvals, licences or consents from those it had at the Commencement Date, the Prime Contractor shall not be in breach of its obligations under this Condition G3 or any other Conditions of the Contract relating to the need to have approvals, licences and consents in place, provided that the Sub-Contractor, the PTS Provider or any Retailer obtains the relevant regulatory approval, licence or consent within a reasonable time of notification of the requirement (which time shall be based on the average length of time to obtain a substantially similar approval, licence or consent). G3.3 [Information redacted as per Section 43 of the FOI Act.]The Prime Contractor warrants, represents and undertakes for the Contract Period that: a) all employees hired by the Prime Contractor following the Commencement Date and dedicated primarily to the provision of the Services will be vetted in accordance with Good Industry Practice, the Security Policy and the standards; b) it has and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Prime Contractor's obligations under the Contract.

Warranties and Representations. 9.3.1 20.1. The Supplier warrants and represents that:-that: (a) 20.1.1. it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Companyparent company) to enter into and perform its obligations under the Contract; (b) the Contract this Agreement and that this Agreement is executed by a duly authorised representative of the Supplier; (c) 20.1.2. in entering the Contract this Agreement it has not committed any Fraud; (d) 20.1.3. as at the Commencement Date, all information, statements and representations information contained in the Tender for the Services are (if applicable) remains true, accurate and not misleading misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract this Agreement and it will advise shall indemnify the Authority in respect of any factextra costs occasioned by any discrepancies, matter errors or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleadingomissions therein; (e) 20.1.4. no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might affect have a material adverse effect on its ability to perform its obligations under the Contractthis Agreement; (f) 20.1.5. it is not subject to any contractual obligation, compliance with which is likely to have an a material adverse effect on its ability to perform its obligations under the Contractthis Agreement; (g) 20.1.6. no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the 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; (h) 20.1.7. it owns, has obtained or is able to obtain obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contractthis Agreement; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) 20.1.8. in the three (3) years prior to the date of the Contractthis Agreement: (i) 20.1.8.1. it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) 20.1.8.2. it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (k) 20.1.8.3. it has not done or omitted to do anything which could have an a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contractthis Agreement.

Warranties and Representations. 9.3.1 The Supplier warrants In connection with signing and represents that:-carrying out this Agreement, Contractor: (a) it has full capacity warrants that Contractor is appropriately licensed under Illinois law to perform the Services required under this Agreement and authority will perform no Services for which a professional license is required by law and all necessary consents (including where its procedures so require, the consent of its Parent Company) to enter into and perform its obligations under the Contractfor which Contractor is not appropriately licensed; (b) warrants it is financially solvent; it and each of its employees, agents and Subcontractors of any tier are competent to perform the Contract Services required under this Agreement; and Contractor is executed by a duly authorised representative of legally authorized to execute and perform or cause to be performed this Agreement under the Supplierterms and conditions stated in this Agreement; (c) warrants that it will not knowingly use the services of any ineligible contractor or Subcontractor for any purpose in entering the Contract it has not committed any Fraudperformance of its Services under this Agreement; (d) as warrants that Contractor and its Subcontractors are not in default at the Commencement Datetime this Agreement is signed, all informationand have not been deemed by the Chief Procurement Officer or Comptroller to have, statements and representations contained in within 5 years immediately preceding the Tender for the Services are trueEffective Date of this Agreement, accurate and not misleading save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract and it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation found to be false or misleadingin default on any contract awarded by the City; (e) no claim is being asserted represents that it has carefully examined and no litigation, arbitration or administrative proceeding is presently in progress or, analyzed the provisions and requirements of this Agreement; it understands the nature of the Services required; from its own analysis it has satisfied itself as to the best nature of all things needed for the performance of this Agreement; this Agreement is feasible of performance in accordance with all of its knowledge provisions and beliefrequirements, pending and Contractor warrants it can and will perform, or threatened against it or its assets which will or might affect its ability cause to perform its obligations under be performed, the ContractServices in material compliance with the provisions and requirements of this Agreement; (f) 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; (g) no proceedings or other steps have been taken and not discharged (norrepresents that Contractor and, to the best of its knowledge, its Subcontractors are threatened) for the winding up not in violation of the Supplier or for its dissolution or for the appointment provisions of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any §2-92-320 of the Supplier’s assets Municipal Code, and in connection with it, and additionally in connection with the Illinois Criminal Code, 720 ILCS 5/33E as amended, and the Illinois Municipal Code, 65 ILCS 5/11-42.1-1; (g) acknowledges that any certification, affidavit or revenue;acknowledgment made under oath in connection with this Agreement is made under penalty of perjury and, if false, is also cause for termination under Sections 8.2 and 8.3 of this Agreement; and (h) it ownswarrants and represents that neither Contractor nor an Affiliate of Contractor (as defined below) appears on the Specially Designated Nationals List, has obtained the Denied Persons List, the Unverified List, the Entity List, or the Debarred List as maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or by the Bureau of Industry and Security of the U.S. Department of Commerce (or their successors), or on any other list of persons or entities with which the City may not do business under any applicable law, rule, regulation, order or judgment. “Affiliate of Contractor” means a person or entity that directly (or indirectly through one or more intermediaries) controls, is controlled by or is able under common control with Contractor. A person or entity will be deemed to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) the Services shall be provided and carried out controlled by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) in the three (3) years prior to the date of the Contract: (i) another person or entity if it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it is controlled in any country where it files accounts; manner whatsoever that results in control in fact by that other person or entity (iieither acting individually or acting jointly or in concert with others) it has been in full compliance with all applicable securities whether directly or indirectly and tax laws and regulations in the jurisdiction in which it is established; and (k) it has not done whether through share ownership, a trust, a contract 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 Contractotherwise.

Warranties and Representations. 9.3.1 The Supplier Service Provider warrants and represents that:-that: (a) 49.1. it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Companyparent company) to enter into and perform its obligations under the Contract; (b) Contract and that the Contract is executed by a duly authorised representative of the Supplierindividual; (c) 49.2. in entering the Contract it has not committed any Fraudoffence under the Bribery Act 2010 or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2015; 49.3. it has not committed any breach of the Employment Relations 1999 Act (dBlacklists) Regulations 2010 or or section 137 of the Trade Union and Labour Relations (Consolidation) Act 1992, or committed any breach of the Data Protection Laws by unlawfully processing personal data in connection with any blacklisting activities; 49.4. as at the Commencement Date, all information, statements and representations information contained in the ESPD and Tender for the Services are remains true, accurate and not misleading misleading, save as may have been specifically disclosed in writing to the Authority Purchaser prior to execution of the Contract and it will advise the Authority 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 misleadingContract; (e) 49.5. no claim is being asserted and no litigation, arbitration alternative dispute resolution procedure or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might affect have a material adverse effect on its ability to perform its obligations under the Contract; (f) 49.6. it is not subject to any contractual obligation, compliance with which is likely to have an a material adverse effect on its ability to perform its obligations under the Contract; (g) 49.7. no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier Service Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the SupplierService Provider’s assets or revenue; (h) 49.8. it owns, has obtained or is able to obtain obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) 49.9. in the three (3) 3 years prior to the date of the ContractCommencement Date: (i) 49.9.1. it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) 49.9.2. it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and; (k) 49.10. it has not done or omitted to do anything which could have an a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract; 49.11. it has made appropriate inquiries (for example as regards the Purchaser’s premises) so as to be satisfied in relation to all matters connected with the performance of its obligations under the Contract; 49.12. it is familiar with the Purchaser’s policies concerning Baseline Personnel Security Standard clearance and health and safety and fire as they apply at the Commencement Date; 49.13. it has in place appropriate technical and organisational measures to safeguard any Purchaser Protected Information provided by the Purchaser; 49.14. there are no actual or potential conflicts between the interests of the Service Provider and the duties owed to the Purchaser under the Contract, save as may have been specifically disclosed in writing to the Purchaser prior to execution of the Contract; and 49.15. it is deemed to have inspected any premises at which the services are to be performed as set out in the Specification (the ‘Premises’) before tendering so as to have understood the nature and extent of the Services to be carried out and is deemed to be satisfied in relation to all matters connected with the Services and the Premises.

Warranties and Representations. 9.3.1 10.3.1 The Supplier warrants and represents that:- (a) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Company) to enter into and perform its obligations under the Contract; (b) the Contract is executed by a duly authorised representative of the Supplier; (c) in entering the Contract it has not committed any Fraud; (d) as at the Commencement Date, all information, statements and representations contained in the Tender for the Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract and it will advise the Authority 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; (e) 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; (f) 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; (g) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the 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; (h) it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) in the three (3) years prior to the date of the Contract: (i) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (k) 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.