Common use of Warranties and Representations Clause in Contracts

Warranties and Representations. The Contractor warrants and represents that: 33.1.1. 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 Framework Agreement and that the Framework Agreement is executed by a duly authorised representative of the Contractor; 33.1.2. in entering the Framework Agreement it has not committed any offence 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; 33.1.3. 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; 33.1.4. as at the Commencement Date, all information contained in the ESPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Framework Agreement; 33.1.5. no claim is being asserted and no litigation, 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 have a material adverse effect on its ability to perform its obligations under the Framework Agreement; 33.1.6. 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 Framework Agreement; 33.1.7. 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 Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; and 33.1.8. as at the Commencement Date, all insurances that must be effected under the Standard Terms of Supply have been effected.

Warranties and Representations. 35.1 The Contractor warrants and represents that:that:- 33.1.1. 35.1.1 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 perform its obligations under the Framework Agreement Contract and that the Framework Agreement Contract is executed by a duly authorised representative of the Contractor; 33.1.2. 35.1.2 in entering the Framework Agreement Contract it has not committed any offence 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 2015Fraud; 33.1.3. 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; 33.1.4. 35.1.3 as at the Commencement Date, all information contained in the ESPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Framework AgreementContract; 33.1.5. 35.1.4 no claim is being asserted and no litigation, alternative dispute resolution procedure arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Framework AgreementContract; 33.1.6. 35.1.5 it is not subject to any contractual obligationobligations, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Framework AgreementContract; 33.1.7. 35.1.6 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 Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; 35.1.7 it owns, or 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; 35.1.8 in the three (3) years prior to the date of the Contract: 35.1.8.1 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; 35.1.8.2 it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and 33.1.8. 35.1.9 it has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as at the Commencement Date, all insurances that must be effected an ongoing business concern or its ability to fulfil its obligations under the Standard Terms of Supply have been effectedContract.

Warranties and Representations. The Contractor warrants and represents that: 33.1.1. 33.1.1 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 Framework Agreement and that the Framework Agreement is executed by a duly authorised representative of the Contractor; 33.1.2. 33.1.2 in entering the Framework Agreement it has not committed any offence 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; 33.1.3. 33.1.3 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; 33.1.4. 33.1.4 as at the Commencement Date, all information contained in the ESPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Framework Agreement; 33.1.5. 33.1.5 no claim is being asserted and no litigation, 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 have a material adverse effect on its ability to perform its obligations under the Framework Agreement; 33.1.6. 33.1.6 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 Framework Agreement; 33.1.7. 33.1.7 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 Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; and 33.1.8. 33.1.8 as at the Commencement Date, all insurances that must be effected under the Standard Terms of Supply have been effected.

Warranties and Representations. The Contractor warrants and represents that: 33.1.1. it has full capacity and authority Framework 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 Framework Agreement and that the Framework Agreement is executed by a duly authorised representative of the Contractor; 33.1.2. in entering the Framework Agreement it has not committed any offence 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; 33.1.3. 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 Processing Personal Data in connection with any blacklisting activities; 33.1.4. as at the Commencement Date, all information contained in the ESPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Framework Authority prior to execution of the Framework Agreement; 33.1.5. no claim is being asserted and no litigation, 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 have a material adverse effect on its ability to perform its obligations under the Framework Agreement; 33.1.6. 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 Framework Agreement; 33.1.7. 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 Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; and 33.1.8. as at the Commencement Date, all insurances that must be effected under required by the Standard Terms of Supply PQQ, ITT and clause 36 below have been effected.

Warranties and Representations. 33.1 The Contractor warrants and represents that: 33.1.1. 33.1.1 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 Framework Agreement and that the Framework Agreement is executed by a duly authorised representative of the Contractor; 33.1.2. 33.1.2 in entering the Framework Agreement it has not committed any offence 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; 33.1.3. 33.1.3 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; 33.1.4. 33.1.4 as at the Commencement Date, all information contained in the ESPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Framework Agreement; 33.1.5. 33.1.5 no claim is being asserted and no litigation, 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 have a material adverse effect on its ability to perform its obligations under the Framework Agreement; 33.1.6. 33.1.6 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 Framework Agreement; 33.1.7. 33.1.7 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 Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; and 33.1.8. 33.1.8 as at the Commencement Date, all insurances that must be effected under the Standard Terms of Supply have been effected.

Warranties and Representations. 33.1. The Contractor warrants and represents that: 33.1.1. 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 Framework Agreement and that the Framework Agreement is executed by a duly authorised representative of the Contractor; 33.1.2. in entering the Framework Agreement it has not committed any offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2015; 33.1.3. 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 0000Act 1992, or committed any breach of the Data Protection Laws by unlawfully processing personal data in connection with any blacklisting activities; 33.1.4. as at the Commencement Date, all information contained in the ESPD SPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Framework Agreement; 33.1.5. no claim is being asserted and no litigation, 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 have a material adverse effect on its ability to perform its obligations under the Framework Agreement; 33.1.6. 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 Framework Agreement; 33.1.7. 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 Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; and 33.1.8. as at the Commencement Date, all insurances that must be effected under the Standard Terms of Supply have been effected.

Warranties and Representations. 33.1 The Contractor warrants and represents that: 33.1.1. 33.1.1 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 Framework Agreement Contract and that the Framework Agreement Contract is executed by a duly authorised representative of the Contractor; 33.1.2. 33.1.2 in entering the Framework Agreement Contract it has not committed any offence 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 2015Fraud; 33.1.3. 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; 33.1.4. 33.1.3 as at the Commencement Date, all information contained in the ESPD and Tender tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Framework AgreementContract; 33.1.5. 33.1.4 no claim is being asserted and no litigation, alternative dispute resolution procedure arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Framework AgreementContract; 33.1.6. 33.1.5 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 Framework AgreementContract; 33.1.7. 33.1.6 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 Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; 33.1.7 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; 33.1.8 in the three 3 years prior to the date of the Contract: 33.1.8.1 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; 33.1.8.2 it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and 33.1.8. 33.1.9 it has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as at the Commencement Date, all insurances that must be effected an ongoing business concern or its ability to fulfil its obligations under the Standard Terms of Supply have been effectedContract.

Warranties and Representations. 33.1. The Contractor warrants and represents that: 33.1.1. 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 Framework Agreement and that the Framework Agreement is executed by a duly authorised representative of the Contractor; 33.1.2. in entering the Framework Agreement it has not committed any offence 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; 33.1.3. 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; 33.1.4. as at the Commencement Date, all information contained in the ESPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Framework Agreement; 33.1.5. no claim is being asserted and no litigation, 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 have a material adverse effect on its ability to perform its obligations under the Framework Agreement; 33.1.6. 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 Framework Agreement; 33.1.7. 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 Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; and 33.1.8. as at the Commencement Date, all insurances that must be effected under the Standard Terms of Supply have been effected.

Warranties and Representations. The Contractor warrants and represents that: 33.1.1. 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 Framework Agreement and that the Framework Agreement is executed by a duly authorised representative of the Contractor; 33.1.2. in entering the Framework Agreement it has not committed any offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2015; 33.1.3. 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 0000Act 1992, or committed any breach of the Data Protection Laws by unlawfully processing personal data in connection with any blacklisting activities; 33.1.4. as at the Commencement Date, all information contained in the ESPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Framework Agreement; 33.1.5. no claim is being asserted and no litigation, 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 have a material adverse effect on its ability to perform its obligations under the Framework Agreement; 33.1.6. 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 Framework Agreement; 33.1.7. 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 Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; and 33.1.8. as at the Commencement Date, all insurances that must be effected under the Standard Terms of Supply have been effected.

Warranties and Representations. 33.1. The Contractor warrants and represents that: 33.1.1. 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 Framework Agreement and that the Framework Agreement is executed by a duly authorised representative of the Contractor; 33.1.2. in entering the Framework Agreement Agreement, it has not committed any offence 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; 33.1.3. 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; 33.1.4. as at the Commencement Date, all information contained in the ESPD SPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Framework Agreement; 33.1.5. no claim is being asserted and no litigation, 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 have a material adverse effect on its ability to perform its obligations under the Framework Agreement; 33.1.6. 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 Framework Agreement; 33.1.7. 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 Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; and 33.1.8. as at the Commencement Date, all insurances that must be effected under the Standard Terms of Supply have been effected.

Warranties and Representations. The Contractor Service Provider warrants and represents that: 33.1.147.1. it has full capacity and authority Purchaser 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 Framework Agreement Contract and that the Framework Agreement Contract is executed by a duly authorised representative of the Contractorindividual; 33.1.247.2. in entering the Framework Agreement Contract it has not committed any offence 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 20152012; 33.1.347.3. 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; 33.1.447.4. as at the Commencement Date, all information contained in the ESPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority Purchaser prior to execution of the Framework AgreementContract; 33.1.547.5. no claim is being asserted and no litigation, 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 have a material adverse effect on its ability to perform its obligations under the Framework AgreementContract; 33.1.647.6. 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 Framework AgreementContract; 33.1.747.7. 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 Contractor 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 ContractorService Provider’s assets or revenue; 47.8. 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; and 33.1.847.9. as at in the 3 years prior to the Commencement Date, : 47.9.1. it has conducted all insurances financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that must be effected under apply to it in any country where it files accounts; 47.9.2. it has been in full compliance with all applicable securities and tax laws and regulations in the Standard Terms of Supply have been effected.jurisdiction in which it is established;

Warranties and Representations. The Contractor Supplier warrants and represents that: 33.1.157.1. 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 Framework Agreement Contract and that the Framework Agreement Contract is executed by a duly authorised representative of the Contractorindividual; 33.1.257.2. in entering the Framework Agreement Contract it has not committed any offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 or of fraud or of uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2015; 33.1.357.3. 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 0000Act 1992, or committed any breach of the Data Protection Laws by unlawfully processing personal data in connection with any blacklisting activities; 33.1.457.4. as at the Commencement Date, all information contained in the ESPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority Purchaser prior to execution of the Framework AgreementContract; 33.1.557.5. no claim is being asserted and no litigation, 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 have a material adverse effect on its ability to perform its obligations under the Framework AgreementContract; 33.1.657.6. 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 Framework AgreementContract; 33.1.757.7. 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 Contractor 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 ContractorSupplier’s assets or revenue; 57.8. 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; and 33.1.857.9. as at in the 3 years prior to the Commencement Date, : 57.9.1. it has conducted all insurances financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that must be effected under apply to it in any country where it files accounts; 57.9.2. it has been in full compliance with all applicable securities and tax laws and regulations in the Standard Terms of Supply have been effected.jurisdiction in which it is established;

Warranties and Representations. The Contractor warrants and represents that: 33.1.1. : 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 Framework Agreement and that the Framework Agreement is executed by a duly authorised representative of the Contractor; 33.1.2. ; in entering the Framework Agreement it has not committed any offence 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; 33.1.3. ; 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; 33.1.4. ; as at the Commencement Date, all information contained in the ESPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Framework Agreement; 33.1.5. ; no claim is being asserted and no litigation, 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 have a material adverse effect on its ability to perform its obligations under the Framework Agreement; 33.1.6. ; 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 Framework Agreement; 33.1.7. ; 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 Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; and 33.1.8. and as at the Commencement Date, all insurances that must be effected under the Standard Terms of Supply have been effected.

Warranties and Representations. 35.1 The Contractor warrants and represents that:that:- 33.1.1. it 35.1.1 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 perform its obligations under the Framework Agreement Contract and that the Framework Agreement Contract is executed by a duly authorised representative of the Contractor; 33.1.2. in 35.1.2 In entering the Framework Agreement Contract it has not committed any offence 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 2015Fraud; 33.1.3. 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; 33.1.4. 35.1.3 as at the Commencement Date, all information contained in the ESPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Framework AgreementContract; 33.1.5. 35.1.4 no claim is being asserted and no litigation, alternative dispute resolution procedure arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Framework AgreementContract; 33.1.6. it 35.1.5 It is not subject to any contractual obligationobligations, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Framework AgreementContract; 33.1.7. 35.1.6 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 Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; 35.1.7 It owns, or 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; 35.1.8 in the three (3) years prior to the date of the Contract: 35.1.8.1 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; 35.1.8.2 It has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and 33.1.8. 35.1.9 It has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as at the Commencement Date, all insurances that must be effected an ongoing business concern or its ability to fulfil its obligations under the Standard Terms of Supply have been effectedContract.

Warranties and Representations. The Contractor warrants and represents that: 33.1.1. 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 Framework Agreement and that the Framework Agreement is executed by a duly authorised representative of the Contractor; 33.1.2. in entering the Framework Agreement it has not committed any offence 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; 33.1.3. 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; 33.1.4. as at the Commencement Date, all information contained in the ESPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Framework Agreement; 33.1.5. no claim is being asserted and no litigation, 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 have a material adverse effect on its ability to perform its obligations under the Framework Agreement; 33.1.6. 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 Framework Agreement; 33.1.7. 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 Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets asset s or revenue; and 33.1.8. as at the Commencement Date, all insurances that must be effected under the Standard Terms of Supply have been effected.

Warranties and Representations. The Contractor Supplier warrants and represents that: 33.1.157.1. 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 Framework Agreement Contract and that the Framework Agreement Contract is executed by a duly authorised representative of the Contractorindividual; 33.1.257.2. in entering the Framework Agreement Contract it has not committed any offence under the Xxxxxxx Xxx 0000 or of fraud or of uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2015; 33.1.357.3. 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; 33.1.457.4. as at the Commencement Date, all information contained in the ESPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority Purchaser prior to execution of the Framework AgreementContract; 33.1.557.5. no claim is being asserted and no litigation, 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 have a material adverse effect on its ability to perform its obligations under the Framework AgreementContract; 33.1.657.6. 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 Framework AgreementContract; 33.1.757.7. 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 Contractor 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 ContractorSupplier’s assets or revenue; 57.8. 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; and 33.1.857.9. as at in the 3 years prior to the Commencement Date, : 57.9.1. it has conducted all insurances financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that must be effected under apply to it in any country where it files accounts; 57.9.2. it has been in full compliance with all applicable securities and tax laws and regulations in the Standard Terms of Supply have been effected.jurisdiction in which it is established;

Warranties and Representations. 33.1 The Contractor warrants and represents that: 33.1.1. 33.1.1 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 Framework Agreement and that the Framework Agreement is executed by a duly authorised representative of the Contractor; 33.1.2. 33.1.2 in entering the Framework Agreement it has not committed any offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2015; 33.1.3. 33.1.3 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 0000Act 1992, or committed any breach of the Data Protection Laws by unlawfully processing personal data in connection with any blacklisting activities; 33.1.4. 33.1.4 as at the Commencement Date, all information contained in the ESPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Framework Agreement; 33.1.5. 33.1.5 no claim is being asserted and no litigation, 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 have a material adverse effect on its ability to perform its obligations under the Framework Agreement; 33.1.6. 33.1.6 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 Framework Agreement; 33.1.7. 33.1.7 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 Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; and 33.1.8. 33.1.8 as at the Commencement Date, all insurances that must be effected under the Standard Terms of Supply have been effected.

Warranties and Representations. 1. The Contractor Provider warrants and represents that: 33.1.1. : 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 Framework Agreement and that the Framework Agreement is executed by a duly authorised representative of the Contractor; 33.1.2. assets; in entering the Framework Agreement this Contract it has not committed any offence under Fraud; all reasonably material information supplied by it to the Xxxxxxx Xxx 0000 or Trust leading to the execution of fraud or uttering at common law or any other kind referred this Contract is, to in the Public Contracts (Scotland) Regulations 2015; 33.1.3. it has not committed any breach of the Employment Relations 1999 Act (Blacklists) Regulations 2010 or section 137 of the Trade Union its reasonable knowledge and Labour Relations (Consolidation) Xxx 0000belief, or committed any breach of the Data Protection Laws by unlawfully processing personal data in connection with any blacklisting activities; 33.1.4. as at the Commencement Date, all information contained in the ESPD true and Tender remains 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 Trust which would, if disclosed, be likely to execution have an adverse effect on a reasonable a reasonable NHS Trust’s decision whether or not to contract with the Provider substantially on the terms of the Framework Agreement; 33.1.5. no claim is being asserted and no litigation, alternative dispute resolution procedure 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 any of its assets which will or might have is likely to have, a material adverse effect on its ability to perform its obligations under this Contract; it has the Framework Agreement; 33.1.6. right to permit disclosure and use of Confidential Information for the purpose of this Contract; in the 3 years prior to the Service Commencement Date: it has conducted all financial accounting and reporting activities in compliance in all material aspects with the generally accepted accounting principles that apply to it in any county where it files accounts; it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and it has not subject done or omitted to any contractual obligation, compliance with do anything which is likely to would or could have a material adverse effect on its assets, financial condition or position as an on-going business concern or its ability to perform fulfil its obligations under the Framework Agreement; 33.1.7. this Contract; and no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, knowledge are threatened) for the winding up of the Contractor Provider or for its dissolution or of for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the ContractorProvider’s assets or revenue; and 33.1.8. as at the Commencement Date, all insurances that must be effected under the Standard Terms of Supply have been effected.

Warranties and Representations. 19.1 The Contractor warrants and represents that: 33.1.1. 19.1.1 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 Framework Agreement Contract and that the Framework Agreement Contract is executed by a duly authorised representative of the Contractor; 33.1.2. 19.1.2 in entering the Framework Agreement Contract it has not committed any offence 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 2015fraud; 33.1.3. 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; 33.1.4. 19.1.3 as at the Commencement Effective Date, all information contained in the ESPD and Tender Contractor’s Solution remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority DFE prior to execution of the Framework AgreementContract; 33.1.5. 19.1.4 no claim is being asserted and no litigation, alternative dispute resolution procedure 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 might, and 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 Framework AgreementContract; 33.1.6. 19.1.5 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; 19.1.6 the Service Specific IP Materials will be its original work and will not have been copied wholly or substantially from another party’s work or materials provided that this clause 19.1.6 shall not apply to any IP Materials used by the Contractor under permission or licence from any other person or entity (including, without limitation, any Sub-Contractor); and 19.1.7 the use by the DFE of any Intellectual Property Rights assigned or licensed to it by the Contractor under the Contract will not infringe or conflict with the rights of any third party; 19.1.8 in the 3 years (or actual period of existence if the Contractor has been in existence for less time) prior to the Effective 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 (iii) it has not subject done or omitted to any contractual obligation, compliance with do anything which is likely to could have a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract; 19.1.9 it has and will continue to hold all necessary regulatory approvals from the Regulatory Bodies necessary to perform its obligations under the Framework Agreement; 33.1.7. 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 Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenueContract; and 33.1.8. as at 19.1.10 it has notified the Commencement Date, all insurances DFE in writing of any Occasions of Tax Non-Compliance or any litigation in which it is involved that must be effected under the Standard Terms is in connection with any Occasion of Supply have been effectedTax Non-Compliance.

Warranties and Representations. The Contractor Supplier warrants and represents that: 33.1.147.1.1 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; and 47.1.2 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 Framework Agreement Contract and that the Framework Agreement Contract is executed by a duly authorised representative of the Contractor;Supplier; and 33.1.2. 47.1.3 in entering the Framework Agreement Contract it has not committed any offence 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;Prohibited Act; and 33.1.3. 47.1.4 it has not committed any breach of the Employment Relations 1999 offences under the Modern Slavery Act (Blacklists) Regulations 2010 2015 and it does not use any form of forced or section 137 compulsory labour within the meaning 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 activitiesModern Slavery Act 2015; 33.1.4. 47.1.5 as at the Commencement Date, all information contained in the ESPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority Council prior to execution of the Framework Agreement;Contract; and 33.1.5. 47.1.6 no claim is being asserted and no litigation, alternative dispute resolution procedure arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Framework Agreement;Contract; and 33.1.6. 47.1.7 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 Framework Agreement;Contract; and 33.1.7. 47.1.8 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 Contractor 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 ContractorSupplier’s assets or revenue; and 33.1.8. as at 47.1.9 it owns, has obtained or is able to obtain, valid licences for all Intellectual Property Rights that are necessary for the Commencement Date, all insurances that must be effected performance of its obligations under the Standard Terms Contract; and 47.1.10 in the three 3 years prior to the date of Supply the Contract: (a) 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; (b) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (c) it has not done or omitted to do anything which could have been effecteda 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. 34.1 The Contractor warrants and represents that:that:- 33.1.1. 34.1.1 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 perform its obligations under the Framework Agreement Contract and that the Framework Agreement Contract is executed by a duly authorised representative of the Contractor; 33.1.2. 34.1.2 in entering the Framework Agreement Contract it has not committed any offence 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 2015Fraud; 33.1.3. 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; 33.1.4. 34.1.3 as at the Commencement Date, all information contained in the ESPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority Financial Ombudsman Service prior to execution of the Framework AgreementContract; 33.1.5. 34.1.4 no claim is being asserted and no litigation, alternative dispute resolution procedure arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Framework AgreementContract; 33.1.6. 34.1.5 it is not subject to any contractual obligationobligations, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Framework AgreementContract; 33.1.7. 34.1.6 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 Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; 34.1.7 it owns, or 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; 34.1.8 in the three (3) years prior to the date of the Contract: 34.1.8.1 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; 34.1.8.2 it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and 33.1.8. 34.1.9 it has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as at the Commencement Date, all insurances that must be effected an ongoing business concern or its ability to fulfil its obligations under the Standard Terms of Supply have been effectedContract.

Warranties and Representations. The Contractor warrants and represents that: 33.1.1. 47.1 it has full capacity and authority Purchaser 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 Framework Agreement Contract and that the Framework Agreement Contract is executed by a duly authorised representative of the Contractorindividual; 33.1.2. 47.2 in entering the Framework Agreement Contract it has not committed any offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 20152012; 33.1.3. 47.3 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 0000Act 1992, or committed any breach of the Data Protection Laws Act 1998 by unlawfully processing personal data in connection with any blacklisting activities; 33.1.4. 47.4 as at the Commencement Date, all information contained in the ESPD PQQ and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority Purchaser prior to execution of the Framework AgreementContract; 33.1.5. 47.5 no claim is being asserted and no litigation, 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 have a material adverse effect on its ability to perform its obligations under the Framework AgreementContract; 33.1.6. 47.6 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 Framework AgreementContract; 33.1.7. 47.7 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 Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; 47.8 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; and 33.1.8. as at 47.9 in the 3 years prior to the Commencement Date, : 47.9.1 it has conducted all insurances financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that must be effected under apply to it in any country where it files accounts; 47.9.2 it has been in full compliance with all applicable securities and tax laws and regulations in the Standard Terms of Supply have been effected.jurisdiction in which it is established;

Warranties and Representations. 4.1. The Contractor warrants and represents that: 33.1.14.1.1. 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 Framework Agreement Contract and that the Framework Agreement Contract is executed by a duly authorised representative of the Contractor; 33.1.24.1.2. in entering the Framework Agreement Contract it has not committed any offence 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 2015fraud; 33.1.3. 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; 33.1.44.1.3. as at the Commencement Date, all information contained in the ESPD and Tender tender submitted during the tender process remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Framework AgreementContract; 33.1.54.1.4. no claim is being asserted and no litigation, alternative dispute resolution procedure arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Framework AgreementContract; 33.1.64.1.5. 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 Framework AgreementContract; 33.1.74.1.6. no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, knowledge are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; 4.1.7. it owns, has obtained or is able to obtain, valid licences for all intellectual property rights that are necessary for the performance of the Contract; 4.1.8. prior to the Commencement Date it has conducted all financial accounting and reporting activities in compliance in all material respects with generally accepted accounting principles that apply to it in any country where it files accounts; 4.1.9. it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and 33.1.84.1.10. it has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as at the Commencement Date, all insurances that must be effected an ongoing business concern or its ability to fulfil its obligations under the Standard Terms of Supply have been effectedContract.

Warranties and Representations. 22.1 The Contractor Care Home Provider warrants and represents that: 33.1.1. 22.1.1 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 Framework Agreement and that the Framework Agreement is executed by a duly authorised representative this Agreement; 22.1.2 it has all of the ContractorConsents in place to provide the Care Home Services and the Council shall not (unless otherwise agreed) incur any additional costs associated with obtaining, maintaining or complying with the same. 22.1.3 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 party or which is binding on it or any of its assets; 33.1.2. 22.1.4 in entering the Framework this Agreement it has not committed any offence under Fraud; 22.1.5 all material information supplied by it to the Xxxxxxx Xxx 0000 or Council is, to its reasonable knowledge and belief, true and accurate and that it shall notify the Council if there are any material changes to the information provided; 22.1.6 it has the right to permit disclosure and use of fraud or uttering at common law or any other kind referred to Confidential Information for the purpose of this Agreement; 22.1.7 in the Public Contracts (Scotland) Regulations 2015; 33.1.3. 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; 33.1.4. as at three [3] years prior to the Commencement Date, : (i) It has conducted all information contained 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 ESPD and Tender remains truejurisdiction in which it is established; and (iii) It has not done or omitted to do anything which could have a material adverse effect on its assets, accurate financial condition or position as an ongoing business concern or its ability to fulfil its obligations under this Agreement ; and 22.1.8 No proceedings or other steps have been taken and not misleadingdischarged (nor, save as may have been specifically disclosed in writing to the Authority prior to execution best of its knowledge are threatened) for the winding up of the Framework Agreement;Care Home 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 Care Home Provider’s assets or revenue. 33.1.5. 22.1.9 no claim is being asserted and no litigation, alternative dispute resolution procedure arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and or belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Framework Agreement;this Agreement . 33.1.6. it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect 22.2 The warranties set out in this clause 22 are given on its ability to perform its obligations under the Framework Agreement; 33.1.7. 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 Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; and 33.1.8. as at the Commencement Date, all insurances that must be effected under Date and repeated on every day during the Standard Terms term of Supply have been effectedthis Agreement.

Warranties and Representations. 22.1 The Contractor Care Home Provider warrants and represents that: 33.1.1. 22.1.1 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 Framework Agreement and that the Framework Agreement is executed by a duly authorised representative this Agreement; 22.1.2 it has all of the ContractorConsents in place to provide the Care Home Services and the Council shall not (unless otherwise agreed) incur any additional costs associated with obtaining, maintaining or complying with the same. 22.1.3 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 party or which is binding on it or any of its assets; 33.1.2. 22.1.4 in entering the Framework this Agreement it has not committed any offence under Fraud; 22.1.5 all material information supplied by it to the Xxxxxxx Xxx 0000 or Council is, to its reasonable knowledge and belief, true and accurate and that it shall notify the Council if there are any material changes to the information provided; ; 22.1.6 it has the right to permit disclosure and use of fraud or uttering at common law or any other kind referred to Confidential Information for the purpose of this Agreement; 22.1.7 in the Public Contracts (Scotland) Regulations 2015; 33.1.3. 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; 33.1.4. as at three [3] years prior to the Commencement Date, : (i) It has conducted all information contained 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 ESPD and Tender remains truejurisdiction in which it is established; and (iii) It has not done or omitted to do anything which could have a material adverse effect on its assets, accurate financial condition or position as an ongoing business concern or its ability to fulfil its obligations under this Agreement ; and 22.1.8 No proceedings or other steps have been taken and not misleadingdischarged (nor, save as may have been specifically disclosed in writing to the Authority prior to execution best of its knowledge are threatened) for the winding up of the Framework Agreement;Care Home 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 Care Home Provider’s assets or revenue. 33.1.5. 22.1.9 no claim is being asserted and no litigation, alternative dispute resolution procedure arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and or belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Framework Agreement; 33.1.6this Agreement . 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 Framework Agreement; 33.1.7. 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 Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; and 33.1.8. as at the Commencement Date, all insurances that must be effected under the Standard Terms of Supply have been effected.Information Classification: CONTROLLED

Warranties and Representations. The Contractor warrants 7.1 Each Party warrants, represents and represents undertakes that: 33.1.1. 7.1.1 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 this Framework Agreement and that the Agreement 7.1.2 this Framework Agreement is executed by a duly authorised representative of the Contractorthat Party; 33.1.2. in entering 7.1.3 there are no actions, suits or proceedings or regulatory investigations pending or, to that Party's knowledge, threatened against or affecting that Party before any court or administrative body or arbitration tribunal that might affect the ability of that Party to meet and carry out its obligations under this Framework Agreement; and 7.1.4 once duly executed this Framework Agreement will constitute its legal, valid and binding obligations. 7.2 The Provider warrants, represents and undertakes for the duration of the Framework Agreement that: 7.2.1 it has not committed any offence and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Provider's obligations 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 2015this Framework Agreement; 33.1.3. 7.2.2 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 shall at all times comply with Law in connection with any blacklisting activitiescarrying out its obligations under this Framework Agreement; 33.1.4. 7.2.3 as at the Commencement Date, : 7.2.3.1 all information contained statements and representations in the ESPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing Provider's response to the ITT are true and accurate in all material respects and that it will advise the Authority prior of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to execution of the Framework Agreementbe false or misleading; 33.1.5. no claim is being asserted and no litigation, 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 have a material adverse effect on its ability to perform its obligations under the Framework Agreement; 33.1.6. 7.2.3.2 it is not subject to any contractual obligation, compliance with which is likely to have a material an adverse effect affect on its ability to perform its obligations under the this Framework Agreement; 33.1.7. 7.2.3.3 no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s Provider's assets or revenue; 7.2.3.4 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 Framework Agreement; and 33.1.8. as at 7.2.3.5 in entering into this Framework Agreement it has not committed a Prohibited Act; and 7.2.4 in the three years prior to the Commencement Date: 7.2.4.1 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; and 7.2.4.2 it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established. 7.3 Except as expressly stated in this Framework Agreement, all insurances warranties and conditions whether express or implied by statute, common law or otherwise are hereby excluded to the extent permitted by Law. 7.4 For the avoidance of doubt the fact that must be effected under any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Standard Terms Authority may have in respect of Supply have been effectedbreach of that provision by the Provider.

Warranties and Representations. 38.1 The Contractor Provider warrants and represents that: 33.1.1. 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 Framework Agreement and that the Framework Agreement 38.1.1 this Block Contract is executed by a duly authorised representative of the ContractorProvider; 33.1.2. in entering the Framework Agreement it has not committed any offence 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; 33.1.3. 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; 33.1.4. 38.1.2 as at the Commencement Date, all information information, statements and representations contained in the ESPD Tender and Tender remains the SQ Response for the Services are true, accurate and not misleading, misleading save as may have been specifically disclosed in writing to the Authority Council prior to execution of this Block Contract and it will advise the Framework AgreementCouncil 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; 33.1.5. 38.1.3 it has obtained all registrations, licences, authorisations, or permits required to perform its obligations under this Block Contract as required by the Registration Authority and/or the Law; 38.1.4 no claim is being asserted and no litigation, alternative dispute resolution procedure arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on affect its ability to perform its obligations under the Framework Agreementthis Block Contract; 33.1.6. 38.1.5 it is not subject to any contractual obligation, compliance with which is likely to have a material an adverse effect on its ability to perform its obligations under the Framework Agreementthis Block Contract; 33.1.7. 38.1.6 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 Contractor Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s Provider's assets or revenue; 38.1.7 the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; and 33.1.8. 38.1.8 it has not done or omitted to do anything which could have an adverse effect on its assets, financial condition or position as at an ongoing business concern or its ability to fulfil its obligations under this Block Contract. 39.1 Each Party: 39.1.1 shall treat all Confidential Information belonging to the Commencement Dateother Party as confidential and safeguard it accordingly; and 39.1.2 shall not disclose any Confidential Information belonging to the other Party to any other person without the prior written consent of the other Party, except to such persons and to such extent as may be necessary for the performance of this Block Contract or except where disclosure is otherwise expressly permitted by the provisions of this Block Contract. 39.2 The Provider shall take all insurances necessary precautions to ensure that all Confidential Information obtained from the Council under or in connection with this Block Contract: 39.2.1 is given only to such of the Staff and professional advisers engaged to advise it in connection with this Block Contract as is strictly necessary, and to the extent necessary, for the performance of this Block Contract, and shall ensure that such Staff and professional advisers are subject to equivalent confidentiality obligations as under this Clause 39; and 39.2.2 is treated as confidential and not disclosed or used (without the Council’s prior written approval) by the Provider, any of its Staff or such professional advisers otherwise than for the purposes this Block Contract. 39.3 The provisions of Clause 39.2 shall not apply to any Confidential Information received by one Party from the other: 39.3.1 which is or becomes public knowledge (otherwise than by breach of this Clause 39); 39.3.2 which was in the possession of the receiving Party, without restriction as to its disclosure, before receiving it from the disclosing Party; 39.3.3 which is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; 39.3.4 is independently developed without access to the Confidential Information; or 39.3.5 which must be effected disclosed pursuant to a statutory, legal, parliamentary or regulatory obligation placed upon the Party making the disclosure, including any requirements for disclosure under the Standard Terms FOIA, pursuant to Clause 40. 39.4 Nothing in this Clause shall prevent the Council disclosing any Confidential Information: 39.4.1 for the purpose of Supply have been effectedthe examination and certification of the Council’s accounts; 39.4.2 for the purpose of any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Council has used its resources; 39.4.3 to the Auditors to the extent required for an Audit or in accordance with Clause 50.2; 39.4.4 to its employees, officers, agents and professional advisers for the purpose of the Council performing its obligations under, and gaining the full benefit of, this Block Contract; 39.4.5 to any Contracting Authority or Regulatory Body; 39.4.6 to any person engaged in providing any services to the Council for any purpose relating, or ancillary, to this Block Contract; 39.4.7 other authorities and organisations which handle or oversee public funds (in the interest of public probity); or 39.4.8 in accordance with Clause 52.4, provided that, in disclosing Confidential Information, the Council discloses only the Confidential Information which is necessary for the purpose concerned and requires that the information is treated in confidence.

Warranties and Representations. 23.1 The Contractor warrants and represents that: 33.1.1. it 23.1.1 the Contractor has and shall maintain for the full Project Period full capacity and authority and all necessary licences, permits and consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the this Framework Agreement and that the Agreement; 23.1.2 this Framework Agreement is executed by a duly authorised representative of the Contractor. 23.1.3 there are no actions, suits or proceedings pending or threatened against or affecting the Contractor before any court or administrative body or tribunal that might affect the ability of the Contractor to meet and carry out its obligations under this Framework Agreement; 33.1.2. 23.1.4 the Project will be carried out in a professional manner by appropriately experienced, qualified and trained personnel with all due skill, care and diligence; 23.1.5 the Contractor will discharge its obligations hereunder with all due skill, care and diligence including, but not limited to, best industry practice and (without limiting the generality of the foregoing) in accordance with its own established internal procedures; 23.1.6 the Contractor will attribute (for any Phase for which it is awarded a Work Order) the monies paid by Lead Procurer hereunder to the Research; 23.1.7 the provision of the Project and Lead Procurer’s and Group of Procurers (or any member thereof) use thereof (including use of any resulting Results, Data, Material, Foreground Intellectual Property and Background Intellectual Property) shall not infringe or misappropriate any rights, title or interest, including Intellectual Property rights, of any third party and/or result in a breach of any Contractor obligations towards third parties, nor result in the Lead Procurer or the Group of Procurers (or any member thereof) being in breach of any applicable Law; 23.1.8 in entering the into and performing this Framework Agreement Agreement, it has not committed and will not commit any offence under the Xxxxxxx Xxx 0000 Fraud or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2015wilful misconduct; 33.1.3. 23.1.9 the Contractor has the power to own its assets and carry on its business as it is currently being conducted, it is financially sound, and it has not committed taken any breach of the Employment Relations 1999 Act (Blacklists) Regulations 2010 corporate action nor have any other procedures or section 137 of the Trade Union and Labour Relations (Consolidation) Xxx 0000, steps been taken or committed any breach of the Data Protection Laws by unlawfully processing personal data in connection with any blacklisting activities; 33.1.4. as at the Commencement Date, all information contained in the ESPD and Tender remains true, accurate and not misleading, save as may have legal proceedings been specifically disclosed in writing to the Authority prior to execution of the Framework Agreement; 33.1.5. no claim is being asserted and no litigation, alternative dispute resolution procedure or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending started or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Framework Agreement; 33.1.6. 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 Framework Agreement; 33.1.7. 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 Contractor or for its dissolution winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) or for the appointment of a liquidator, receiver, administrator, administrative receiver, liquidator, manager, administrator compulsory manager or similar officer in relation to any of the Contractor’s it or of a significant part or all of its assets or revenueundertaking which has not been withdrawn, struck out or otherwise dismissed; and 33.1.8. as at 23.1.10 all information provided by the Contractor to the Lead Procurer up to the Commencement DateDate and during the term of the Framework Agreement, is and will be true, complete and accurate in all insurances that must be effected under material respects, and the Standard Terms Contractor will promptly inform the Lead Procurer in writing if any of Supply have been effectedthis information changes in any material respect.

Warranties and Representations. The Contractor Service Provider warrants and represents that: 33.1.149.1. 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 Framework Agreement Contract and that the Framework Agreement Contract is executed by b y a duly authorised representative of the Contractorindividual; 33.1.249.2. in entering the Framework Agreement Contract it has not committed any offence under und er the Xxxxxxx Xxx 0000 Bribery Act 2010 or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2015; 33.1.349.3. it has not committed any breach of the Employment Relations 1999 Act (Blacklists) Regulations 2010 or or section 137 of the Trade Union and Labour Relations (Consolidation) Xxx 0000Act 1992, or committed any breach of the Data Protection Laws by unlawfully processing personal data in connection with any blacklisting activities; 33.1.449.4. as at the Commencement Date, all information contained in the ESPD SPD and Tender Tend er remains true, accurate and not misleading, save as may have been b een specifically disclosed in writing to the Authority Purchaser prior to execution of the Framework AgreementContract; 33.1.549.5. no claim is being asserted and no litigation, alternative dispute resolution procedure or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against agai nst it or o r any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Framework AgreementContract; 33.1.649.6. 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 Framework AgreementContract; 33.1.749.7. no proceedings or other steps have been taken and not discharged (norno r, to the best of its knowledge, are threatened) for the winding up of the Contractor 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 ContractorService Provider’s assets or revenue; and; 33.1.849.8. 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; 49.9. in the 3 years prior to the Commencement Date: 49.9.1. it has conducted all f inancial 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; 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; 49.10. it has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract; 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 f ire as they apply at the Commencement Date, all insurances that must be effected ; 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 Standard Terms of Supply Contract, save as may have been effectedspecifically 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 o ut and is deemed to be satisfied in relation to all matters connected with the Services and the Premises.

Warranties and Representations. 33.1 The Contractor Service Provider warrants and represents that: 33.1.1. 33.1.1 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 Framework Agreement and that the Framework Agreement is executed by a duly authorised representative of the ContractorService Provider; 33.1.2. 33.1.2 in entering the Framework Agreement it has not committed any offence 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; 33.1.3. 33.1.3 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; 33.1.4. 33.1.4 as at the Commencement Date, all information contained in the ESPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Framework Agreement; 33.1.5. 33.1.5 no claim is being asserted and no litigation, 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 have a material adverse effect on its ability to perform its obligations under the Framework Agreement; 33.1.6. 33.1.6 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 Framework Agreement; 33.1.7. 33.1.7 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 Contractor 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 ContractorService Provider’s assets or revenue; and 33.1.8. 33.1.8 as at the Commencement Date, all insurances that must be effected under the Standard Terms of Supply have been effected.

Warranties and Representations. 3.1. The Contractor warrants and represents that: 33.1.13.1.1. 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 Framework Agreement Contract and that the Framework Agreement Contract is executed by a duly authorised representative of the Contractor; 33.1.23.1.2. in entering the Framework Agreement Contract it has not committed any offence 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 2015fraud; 33.1.3. 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; 33.1.43.1.3. as at the Commencement Date, all information contained in the ESPD and Tender tender submitted during the tender process remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Framework AgreementContract; 33.1.53.1.4. no claim is being asserted and no litigation, alternative dispute resolution procedure arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Framework AgreementContract; 33.1.63.1.5. 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 Framework AgreementContract; 33.1.73.1.6. no proceedings or other steps have been taken take and not discharged (nor, to the best of its knowledge, knowledge are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; 3.1.7. it owns, has obtained or is able to obtain, valid licences for all intellectual property rights that are necessary for the performance of the Contract; 3.1.8. in the three years prior to the Commencement Date it has conducted all financial accounting and reporting activities in compliance in all material respects with generally accepted accounting principles that apply to it in any country where it files accounts; 3.1.9. it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and 33.1.83.1.10. it has not done or omitted to do anything which could have a material adverse affect on its assets, financial condition or position as at the Commencement Date, all insurances that must be effected an ongoing business concern or its ability to fulfil its obligations under the Standard Terms of Supply have been effectedContract.

Warranties and Representations. The Contractor warrants and represents that: 33.1.1. 33.1.1 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 Framework Agreement and that the Framework Agreement is executed by a duly authorised representative of the Contractor; 33.1.2. 33.1.2 in entering the Framework Agreement it has not committed any offence 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 2015Bribery Act 2010; 33.1.3. 33.1.3 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 0000Act 1992, or committed any breach of the Data Protection Laws Act 1998 by unlawfully processing personal data in connection with any blacklisting activities; 33.1.4. 33.1.4 as at the Commencement Date, all information contained in the ESPD PQQ and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Framework Agreement; 33.1.5. 33.1.5 no claim is being asserted and no litigation, 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 have a material adverse effect on its ability to perform its obligations under the Framework Agreement; 33.1.6. 33.1.6 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 Framework Agreement; 33.1.7. 33.1.7 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 Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; and 33.1.8. 33.1.8 as at the Commencement Date, all insurances that must be effected under the Standard Terms of Supply have been effected.

Warranties and Representations. ‌ The Contractor Supplier warrants and represents that: 33.1.147.1.1 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; and 47.1.2 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 Framework Agreement Contract and that the Framework Agreement Contract is executed by a duly authorised representative of the Contractor;Supplier; and 33.1.2. 47.1.3 in entering the Framework Agreement Contract it has not committed any offence 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;Prohibited Act; and 33.1.3. 47.1.4 it has not committed any breach of the Employment Relations 1999 offences under the Modern Slavery Act (Blacklists) Regulations 2010 2015 and it does not use any form of forced or section 137 compulsory labour within the meaning 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 activitiesModern Slavery Act 2015; 33.1.4. 47.1.5 as at the Commencement Date, all information contained in the ESPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority Council prior to execution of the Framework Agreement;Contract; and 33.1.5. 47.1.6 no claim is being asserted and no litigation, alternative dispute resolution procedure arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Framework Agreement;Contract; and 33.1.6. 47.1.7 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 Framework Agreement;Contract; and 33.1.7. 47.1.8 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 Contractor 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 ContractorSupplier’s assets or revenue; and 33.1.8. as at 47.1.9 it owns, has obtained or is able to obtain, valid licences for all Intellectual Property Rights that are necessary for the Commencement Date, all insurances that must be effected performance of its obligations under the Standard Terms Contract; and 47.1.10 in the three 3 years prior to the date of Supply the Contract: (a) 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; (b) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (c) it has not done or omitted to do anything which could have been effecteda 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. 14.1 The Contractor Service Provider warrants and represents that: 33.1.1. 14.1.1 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 Framework Agreement Contract and that the Framework Agreement Contract is executed by a duly authorised representative of the ContractorService Provider; 33.1.2. 14.1.2 in entering the Framework Agreement Contract it has not committed any offence 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 2015Fraud; 33.1.3. 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; 33.1.4. 14.1.3 as at the Commencement Date, all information contained in the ESPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority IWM prior to execution of the Framework AgreementContract; 33.1.5. 14.1.4 no claim is being asserted and no litigation, alternative dispute resolution procedure arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Framework AgreementContract; 33.1.6. 14.1.5 subject to conflicts of interest, 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 Framework AgreementContract; 33.1.7. 14.1.6 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 Contractor 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 ContractorService Provider’s assets or revenue; 14.1.7 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; 14.1.8 in the three 3 years prior to the date of the Contract: 14.1.9 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; 14.1.10 it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and 33.1.8. 14.1.11 it has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as at the Commencement Date, all insurances that must be effected an ongoing business concern or its ability to fulfil its obligations under the Standard Terms of Supply have been effectedContract.

Warranties and Representations. 19.1 The Contractor warrants and represents that: 33.1.1. 19.1.1 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 Framework Agreement Contract and that the Framework Agreement Contract is executed by a duly authorised representative of the Contractor; 33.1.2. 19.1.2 in entering the Framework Agreement Contract it has not committed any offence 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 2015fraud; 33.1.3. 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; 33.1.4. 19.1.3 as at the Commencement Effective Date, all information contained in the ESPD and Tender Contractor’s Solution remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority DFE prior to execution of the Framework AgreementContract; 33.1.5. 19.1.4 no claim is being asserted and no litigation, alternative dispute resolution procedure 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 might, and 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 Framework AgreementContract; 33.1.6. 19.1.5 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; 19.1.6 the Service Specific IP Materials will be its original work and will not have been copied wholly or substantially from another party’s work or materials provided that this clause 19.1.6 shall not apply to any IP Materials used by the Contractor under permission or licence from any other person or entity (including, without limitation, any Sub-Contractor); and 19.1.7 the use by the DFE of any Intellectual Property Rights assigned or licensed to it by the Contractor under the Contract will not infringe or conflict with the rights of any third party; 19.1.8 in the 3 years (or actual period of existence if the Contractor has been in existence for less time) prior to the Effective 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 (iii) it has not subject done or omitted to any contractual obligation, compliance with do anything which is likely to could have a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract; 19.1.9 it has and will continue to hold all necessary regulatory approvals from the Regulatory Bodies necessary to perform its obligations under the Framework Agreement; 33.1.7. 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 Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenueContract; and 33.1.8. as at 19.1.10 it has notified the Commencement Date, all insurances DFE in writing of any Occasions of Tax Non- Compliance or any litigation in which it is involved that must be effected under the Standard Terms is in connection with any Occasion of Supply have been effectedTax Non-Compliance.

Warranties and Representations. 33.1. The Contractor warrants and represents that: 33.1.1. 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 Framework Agreement and that the Framework Agreement is executed by a duly authorised representative of the Contractor; 33.1.2. in entering the Framework Agreement it has not committed any offence 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; 33.1.3. 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; 33.1.4. as at the Commencement Date, all information contained in the ESPD and Tender remains Tenderremains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Framework Agreement; 33.1.5. no claim is being asserted and no litigation, 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 have a material adverse effect on its ability to perform its obligations under the Framework Agreement; 33.1.6. 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 Framework Agreement; 33.1.7. 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 Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; andrevenue;and 33.1.8. as at the Commencement Date, all insurances that must be effected under the Standard Terms of Supply have been effected.

Warranties and Representations. 30.1. The Contractor warrants and represents that: 33.1.130.1.1. 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 Framework Agreement and that Contract; 30.1.2. the Framework Agreement Contract is executed by a duly authorised representative of the Contractor; 33.1.230.1.3. in entering the Framework Agreement Contract it has not committed any offence 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 2015Fraud; 33.1.3. 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; 33.1.430.1.4. as at the Commencement Date, all information information, statements and representations contained in the ESPD Catalogue, Tender and Tender remains the PQQ Response for the Goods and Services are true, accurate and not misleading, misleading save as may have been specifically disclosed in writing to the Authority Customer prior to execution of the Framework AgreementOrder Form and it will advise the Customer of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading; 33.1.530.1.5. no claim is being asserted and no litigation, alternative dispute resolution procedure arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on affect its ability to perform its obligations under the Framework AgreementContract; 33.1.630.1.6. it is not subject to any contractual obligation, compliance with which is likely to have a material an adverse effect on its ability to perform its obligations under the Framework AgreementContract; 33.1.730.1.7. 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 Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; 30.1.8. 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; 30.1.9. 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 Goods and Services and into systems, data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by, the Customer; 30.1.10. the Ordered Goods and Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; 30.1.11. in the three (3) years prior to the date of the Contract: 30.1.11.1. 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; 30.1.11.2. it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and 33.1.830.1.12. it has not done or omitted to do anything which could have an adverse effect on its assets, financial condition or position as at the Commencement Date, all insurances that must be effected an ongoing business concern or its ability to fulfil its obligations under the Standard Terms of Supply have been effectedContract.

Warranties and Representations. ‌ 57.1 The Contractor Service Provider warrants and represents that: 33.1.1. 57.1.1 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 Framework Agreement this Contract and that the Framework Agreement this Contract is executed by a duly authorised representative of the Contractorindividual; 33.1.2. 57.1.2 in entering the Framework Agreement this Contract it has not committed any offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2015; 33.1.3. 57.1.3 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 0000Act 1992, or committed any breach of the Data Protection Laws by unlawfully processing personal data Processing Personal Data in connection with any blacklisting activities; 33.1.4. 57.1.4 as at the Commencement Date, all information contained in the ESPD SPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority Purchaser prior to execution of the Framework Agreementthis Contract; 33.1.5. 57.1.5 no claim is being asserted and no litigation, 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 have a material adverse effect on its ability to perform its obligations under the Framework Agreementthis Contract; 33.1.6. 57.1.6 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 Framework Agreementthis Contract; 33.1.7. 57.1.7 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 Contractor 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 ContractorService Provider’s assets or revenue; and; 33.1.8. 57.1.8 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 this Contract; 57.1.9 in the three (3) years prior to the Commencement Date: (a) 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; (b) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; 57.1.10 it has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under this Contract; 57.1.11 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 this Contract; 57.1.12 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; 57.1.13 it has in place appropriate technical and organisational measures to safeguard any Purchaser Protected Information, all insurances that must be effected Purchaser Confidential Information, and the Purchaser Data; 57.1.14 there are no actual or potential conflicts between the interests of the Service Provider and the duties owed to the Purchaser under the Standard Terms of Supply this Contract, save as may have been effectedspecifically disclosed in writing to the Purchaser prior to execution of this Contract; and 57.1.15 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. The Contractor warrants and represents that: 33.1.148.1. it It has full capacity and authority Purchaser 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 Framework Agreement Contract and that the Framework Agreement Contract is executed by a duly authorised representative of the Contractorindividual; 33.1.248.2. in In entering the Framework Agreement Contract it has not committed any offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 20152012; 33.1.348.3. it 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 0000Act 1992, or committed any breach of the Data Protection Laws by unlawfully processing personal data in connection with any blacklisting activities; 33.1.448.4. as As at the Commencement Date, all information contained in the ESPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority Purchaser prior to execution of the Framework AgreementContract; 33.1.548.5. no No claim is being asserted and no litigation, 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 have a material adverse effect on its ability to perform its obligations under the Framework AgreementContract; 33.1.648.6. it 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 Framework AgreementContract; 33.1.748.7. 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 Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; and; 33.1.848.8. 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; 48.9. In the 3 years prior to the Commencement Date: 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; 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; 48.10. It has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract; 00.00. Xx 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; 48.12. 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, all insurances that must be effected ; 48.13. It has in place appropriate technical and organisational measures to safeguard any Purchaser Protected Information provided by the Purchaser; 48.14. There are no actual or potential conflicts between the interests of the Contractor and the duties owed to the Purchaser under the Standard Terms of Supply Contract, save as may have been effectedspecifically disclosed in writing to the Purchaser prior to execution of the Contract; and 48.15. 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. 33.1 The Contractor Service Provider warrants and represents that: 33.1.1. 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 Framework Agreement and that the Framework Agreement is executed by a duly authorised representative of the ContractorService Provider; 33.1.2. in entering the Framework Agreement it has not committed any offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2015; 33.1.3. 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 0000Act 1992, or committed any breach of the Data Protection Laws by unlawfully processing personal data in connection with any blacklisting activities; 33.1.4. as at the Commencement Date, all information contained in the ESPD SPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Framework Agreement; 33.1.5. no claim is being asserted and no litigation, 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 have a material adverse effect on its ability to perform its obligations under the Framework Agreement; 33.1.6. 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 Framework Agreement; 33.1.7. 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 Contractor 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 ContractorService Provider’s assets or revenue; and 33.1.8. as at the Commencement Date, all insurances that must be effected under the Standard Terms of Supply have been effected.

Warranties and Representations. ‌ The Contractor Supplier warrants and represents that: 33.1.1. 24.1.1 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 Framework Agreement and that the Framework Agreement is executed by a duly authorised representative of the ContractorSupplier; 33.1.2. 24.1.2 in entering the Framework Agreement it has not committed any offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2015; 33.1.3. 24.1.3 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 0000Act 1992, or committed any breach of the Data Protection Laws by unlawfully processing personal data in connection with any blacklisting activities; 33.1.4. 24.1.4 as at the Commencement Date, all information contained in the ESPD SPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority Purchaser prior to execution of the Framework Agreement; 33.1.5. 24.1.5 no claim is being asserted and no litigation, 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 have a material adverse effect on its ability to perform its obligations under the Framework Agreement; 33.1.6. 24.1.6 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 Framework Agreement; 33.1.7. 24.1.7 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 Contractor 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 ContractorSupplier’s assets or revenue; and 33.1.8. 24.1.8 as at the Commencement Date, all insurances that must be effected under the Standard North Ayrshire Council Terms and Conditions for the Purchase of Supply Goods, the Purchase of Services, The Purchase of Goods and related services or Consultancy Services have been effected.

Warranties and Representations. The Contractor Supplier warrants and represents that: 33.1.1. 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 Framework Agreement and that the Framework Agreement is executed by a duly authorised representative of the ContractorSupplier; 33.1.2. in entering the Framework Agreement it has not committed any offence 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; 33.1.3. 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; 33.1.4. as at the Commencement Date, all information contained in the ESPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Framework Agreement; 33.1.5. no claim is being asserted and no litigation, 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 have a material adverse effect on its ability to perform its obligations under the Framework Agreement; 33.1.6. 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 Framework Agreement; 33.1.7. 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 Contractor 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 ContractorSupplier’s assets or revenue; and 33.1.8. as at the Commencement Date, all insurances that must be effected under the Standard Terms of Supply have been effected.

Warranties and Representations. 59.1. The Contractor Service Provider warrants and represents that: 33.1.159.1.1. 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 Framework Agreement this Contract and that the Framework Agreement this Contract is executed by a duly authorised representative of the Contractorindividual; 33.1.259.1.2. in entering the Framework Agreement this Contract it has not committed any offence 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; 33.1.359.1.3. 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 DPA by unlawfully processing personal data Processing Personal Data in connection with any blacklisting activities; 33.1.459.1.4. as at the Commencement Date, all information contained in the ESPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Framework Agreementthis Contract; 33.1.559.1.5. no claim is being asserted and no litigation, 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 have a material adverse effect on its ability to perform its obligations under the Framework Agreementthis Contract; 33.1.659.1.6. 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 Framework Agreementthis Contract; 33.1.759.1.7. 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 Contractor 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 ContractorService Provider’s assets or revenue; and; 33.1.859.1.8. as at 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 Contract; 59.1.9. in the 3 years prior to the Commencement Date, : 59.1.9.1. it has conducted all insurances financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that must be effected under apply to it in any country where it files accounts; 59.1.9.2. it has been in full compliance with all applicable securities and tax laws and regulations in the Standard Terms of Supply have been effected.jurisdiction in which it is established;

Warranties and Representations. 25.1 The Contractor warrants Supplier warrants, represents and represents undertakes to the Customer that: 33.1.1. 25.1.1 it has full power, 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 companyParent Company) to enter into and perform its obligations under the Framework Agreement and that Contract; 25.1.2 the Framework Agreement Contract is executed by a duly authorised representative of the ContractorSupplier; 33.1.2. 25.1.3 in entering the Framework Agreement Contract it has not committed any Fraud; 25.1.4 it has not committed any offence under the Xxxxxxx Xxx 0000 Prevention of Corruption Acts 1889 to 1916, or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2015Bribery Act 2010; 33.1.3. 25.1.5 this Contract shall be performed in compliance with all Laws (as amended from time to time), and shall notify the Authority immediately if it has not committed becomes aware of 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 non-compliance with any blacklisting activitiesapplicable Law or regulation, and all applicable Quality Standards and Technical Standards and the provision of Schedule 10 (Standards); 33.1.4. 25.1.6 as at the Commencement Date, all information information, statements and representations contained in the ESPD and Tender remains are true, accurate and not misleading, misleading save as may have been specifically disclosed in writing to the Authority Customer prior to execution of the Framework AgreementContract and it will advise the Customer of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading and all warranties and representations contained in the Tender shall be deemed repeated in this Contract; 33.1.5. 25.1.7 no claim is being asserted and no litigation, alternative dispute resolution procedure 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; 25.1.8 it is not subject to any contractual obligation, Law, regulation, judgement, order or decree of any court of competent jurisdiction or Government agency by the Supplier and/or any of its assets is bound, compliance with which is likely to have a material an adverse effect on its ability to perform its obligations under the Framework AgreementContract; 33.1.6. 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 Framework Agreement; 33.1.7. 25.1.9 no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor 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 Contractor’s Supplier's assets or revenue; and; 33.1.8. as at 25.1.10 it owns, has obtained or is able to obtain valid licences and/or all necessary in all Intellectual Property Rights that are necessary for the Commencement Date, all insurances that must be effected performance of its obligations under the Standard Terms Contract and shall maintain the same in full force and effect at all relevant times during the Contract Period; 25.2 The Supplier warrants represents and undertakes to the Customer that: 25.2.1 the Goods and Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; 25.2.2 it shall discharge its obligations hereunder (including the provision of Supply have been effected.the Goods and Services) with all due skill, care and diligence including in accordance with Good Industry Practice and its own established internal procedures; 25.2.3 the Goods and Services are and will continue to be during the Contract Period:

Warranties and Representations. 6.1. The Contractor Supplier warrants and represents to CITB that: 33.1.16.1.1. 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 this Framework Agreement and that the Agreement; 6.1.2. this Framework Agreement is executed by a duly authorised representative of the ContractorSupplier; 33.1.2. in entering the Framework Agreement it has not committed any offence 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; 33.1.3. 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; 33.1.46.1.3. as at the Framework Commencement Date, all information information, statements and representations contained in the ESPD and Tender remains are true, accurate and not misleading, misleading save as may have been specifically disclosed in writing to the Authority CITB prior to the execution of the Framework Agreement and it will promptly advise CITB 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; 6.1.4. it will remain throughout the duration of this Framework Agreement approved or accredited by all Relevant Awarding Bodies for the provision of the Services; 6.1.5. 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 Framework Agreement; 33.1.56.1.6. it has not caused or induced any person to enter any such agreement referred to in Clause 6.1.5 above; 6.1.7. 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 Framework Agreement; 6.1.8. it has not committed any offence under the Prevention of Corruption Acts 1889 to 1916 or the Bribery Act 2010; 6.1.9. no claim is being asserted and no litigation, alternative dispute resolution procedure arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on affect its ability to perform its obligations under the Framework AgreementAgreement and any Call-Off Contract which may be entered into with CITB; 33.1.66.1.10. it is not subject to any contractual obligation, compliance with which is likely to have a material adverse an effect on its ability to perform its obligations under the this Framework AgreementAgreement and any Call-Off Contract which may be entered into with CITB; 33.1.76.1.11. 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 Contractor 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 Contractor’s Supplier's assets or revenue; and 33.1.86.1.12. in the three (3) years prior to the date of this Framework Agreement:- 6.1.12.1. 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; 6.1.12.2. it has not performed any act or omission with respect to its financial accounting or reporting which could have an adverse effect on the Supplier's position as at the Commencement Date, all insurances that must be effected an ongoing business concern or its ability to fulfil its obligations under the Standard Terms of Supply have been effectedthis Framework Agreement.