Common use of WARRANTIES AND UNDERTAKINGS Clause in Contracts

WARRANTIES AND UNDERTAKINGS. (1) The University represents and warrants to CIMA that it is capable of entering into and performing this Agreement is not restricted or prohibited from doing so for any reason whatsoever. (2) The University undertakes to provide the services of the Researcher for the Term of this Agreement save as set out in clause 4(3) and 4(4). The University further undertakes to permit CIMA to transfer the Grant or the remaining part of it to another Higher Education Institution in the event that the Researcher ceases to be employed by the University during the term of this Agreement (3) In the event that the Researcher leaves the employ of the University, performance of the Agreement will be automatically suspended with immediate effect. in the event of such suspension (or expected suspension) the University undertakes to use reasonable endeavours (with the prior written consent of CIMA which consent shall not be unreasonably withheld) to assign the benefits and novate the burdens of the Agreement to the Researcher‟s new employers or to the Researcher in a personal capacity (in the latter case references to "University" shall as far as the context permits then be read as being references to the "Researcher"). Upon the occurrence of such assignment and novation, the University may submit an invoice with a detailed expenses account to CIMA covering the period between the date of the last invoice and expenses account and the date performance of the Agreement is suspended (notwithstanding that it may be less than 1 calendar quarter since submission of the previous invoice and expenses account) which CIMA shall settle in accordance with clause 3. Upon completion of the assignment and novation CIMA shall release the University from its obligations under this Agreement. If the University fails to assign and novate this Agreement as described above (notwithstanding that such failure is as a result of CIMA reasonably withholding its consent to such assignment and novation) or fail to do so within a reasonable time period, CIMA may terminate this Agreement immediately by giving notice in writing to the University and the University shall be entitled to submit an invoice and expenses account covering the period between the date of the last invoice and expenses account and the date performance of the Agreement is suspended. If a satisfactory novation process cannot be agreed between the Parties, CIMA may terminate this Agreement. The University will notify CIMA immediately in writing if the University wishes to make any change to the Researcher or the persons comprising the Researcher. If the Researcher or a key person amongst the persons comprising the Researcher proposes to leave the University during the course of the Project, the University shall give CIMA not less than three months‟ notice in writing (or such shorter period of notice as may be agreed between the Parties to be reasonable in the circumstances, for example, where the term of this Agreement is less than 3 months). Any change to the Researcher must be approved by CIMA in writing (such approval not to be unreasonably withheld or delayed; provided that CIMA will require the University to propose a satisfactory means of ensuring that the Project is completed and to put in place the necessary novation process acceptable to CIMA). If a satisfactory novation process cannot be agreed with CIMA, CIMA may terminate this Agreement. (4) In the event that the Researcher becomes permanently unavailable for any other reason than that specified in clause 4(3) (including but not limited to the Researcher's death, personal injury or sickness) the University shall (subject to the prior written consent of CIMA which consent shall not be unreasonably withheld) replace the Researcher with another individual whose abilities and qualifications equal those of the Researcher (referred to as the "New Researcher"), and shall enter into a new agreement in substantially the same form as this Agreement (and when such substitution occurs "Researcher" shall refer to the New Researcher). If in such circumstances the University fails or fails within a reasonable period of time to find a New Researcher to replace the Researcher who is acceptable to CIMA, and to enter into and to ensure that the New Researcher enters into a new agreement in substantially the same form as this Agreement, CIMA may terminate this Agreement immediately by giving notice in writing to the University, in which case the University shall be entitled to submit an invoice and expenses account covering the period between the date of the last invoice and expenses account and the date the Agreement is terminated (5) Nothing in this clause 4 effects CIMA's rights under clause 13.

WARRANTIES AND UNDERTAKINGS. (1) The University represents and warrants the Researcher each represent and warrant to GCT and to CIMA that it is they are each capable of entering into and performing this Agreement and that each of them is not restricted or prohibited from doing so for any reason whatsoever. (2) The University undertakes to provide the services of the Researcher for the Term of this Agreement save as set out in clause 4(3) and 4(4). The University further undertakes to permit CIMA to transfer the Grant or the remaining part of it to another Higher Education Institution in the event that the Researcher ceases to be employed by the University during the term of this Agreement. (3) In the event that the Researcher leaves the employ of the University, performance of the Agreement will be automatically suspended with immediate effect. The Researcher and the University each undertake to use their best endeavours that in the event of such suspension (or expected suspension) the University undertakes to use reasonable endeavours they will (with the prior written consent of CIMA GCT which consent shall not be unreasonably withheld) to assign the benefits and novate the burdens of the Agreement to the Researcher‟s Researcher’s new employers or to the Researcher in a personal capacity (in the latter case references to "University" shall as far as the context permits then be read as being references to the "Researcher"). Upon the occurrence of such assignment and novation, the University may submit an invoice with a detailed expenses account to CIMA GCT covering the period between the date of the last invoice and expenses account and the date performance of the Agreement is suspended (notwithstanding that it may be less than 1 calendar quarter since submission of the previous invoice and expenses account) which CIMA GCT shall settle in accordance with clause 3. Upon completion of the assignment and novation CIMA GCT shall release the University from its obligations under this Agreement. If the University fails and Researcher fail to assign and novate this Agreement as described above (notwithstanding that such failure is as a result of CIMA GCT reasonably withholding its consent to such assignment and novation) or fail to do so within a reasonable time period, CIMA GCT may terminate this Agreement immediately by giving notice in writing to both the University and the Researcher and the University shall not be entitled to submit an invoice and expenses account covering the period between the date of the last invoice and expenses account and the date performance of the Agreement is suspended. If a satisfactory novation process cannot be agreed between the Parties, CIMA may terminate this Agreement. The University will notify CIMA immediately in writing if the University wishes to make any change to the Researcher or the persons comprising the Researcher. If the Researcher or a key person amongst the persons comprising the Researcher proposes to leave the University during the course of the Project, the University shall give CIMA not less than three months‟ notice in writing (or such shorter period of notice as may be agreed between the Parties to be reasonable in the circumstances, for example, where the term of this Agreement is less than 3 months). Any change to the Researcher must be approved by CIMA in writing (such approval not to be unreasonably withheld or delayed; provided that CIMA will require the University to propose a satisfactory means of ensuring that the Project is completed and to put in place the necessary novation process acceptable to CIMA). If a satisfactory novation process cannot be agreed with CIMA, CIMA may terminate this Agreement. (4) In the event that the Researcher becomes permanently unavailable for any other reason than that specified in clause 4(3) (including but not limited to the Researcher's death, personal injury or sickness) the University shall (subject to the prior written consent of CIMA GCT which consent shall not be unreasonably withheld) replace the Researcher with another individual whose abilities and qualifications equal those of the Researcher (referred to as the "New Researcher"), and shall enter into into, and shall use its reasonable endeavours to ensure that the New Researcher enters into, a new agreement in substantially the same form as this Agreement (and when such substitution occurs "Researcher" shall refer to the New Researcher). If in such circumstances the University fails or fails within a reasonable period of time to find a New Researcher to replace the Researcher who is acceptable to CIMAGCT, and to enter into and to ensure that the New Researcher enters into a new agreement in substantially the same form as this Agreement, CIMA GCT may terminate this Agreement immediately by giving notice in writing to the University, in which case the University shall not be entitled to submit an invoice and expenses account covering the period between the date of the last invoice and expenses account and the date the Agreement is terminated. (5) Nothing in this clause 4 effects CIMAGCT's rights under clause 13.

WARRANTIES AND UNDERTAKINGS. (1) The University represents and warrants the Researcher each represent and warrant to CIMA that it is they are each capable of entering into and performing this Agreement and that each of them is not restricted or prohibited from doing so for any reason whatsoever. (2) The University undertakes to provide the services of the Researcher for the Term of this Agreement save as set out in clause 4(3) and 4(4(4). The University further undertakes to permit CIMA to transfer the Grant or the remaining part of it to another Higher Education Institution in the event that the Researcher ceases to be employed by the University during the term of this Agreement. (3) In the event that the Researcher leaves the employ of the University, performance of the Agreement will be automatically suspended with immediate effect. The Researcher and the University each undertake to use their best endeavours that in the event of such suspension (or expected suspension) the University undertakes to use reasonable endeavours they will (with the prior written consent of CIMA which consent shall not be unreasonably withheld) to assign the benefits and novate the burdens of the Agreement to the Researcher‟s Researcher’s new employers or to the Researcher in a personal capacity (in the latter case references to "University" shall as far as the context permits then be read as being references to the "Researcher"). Upon the occurrence of such assignment and novation, the University may submit an invoice with a detailed expenses account to CIMA covering the period between the date of the last invoice and expenses account and the date performance of the Agreement is suspended (notwithstanding that it may be less than 1 calendar quarter since submission of the previous invoice and expenses account) which CIMA shall settle in accordance with clause 3. Upon completion of the assignment and novation CIMA shall release the University from its obligations under this Agreement. If the University fails and Researcher fail to assign and novate this Agreement as described above (notwithstanding that such failure is as a result of CIMA reasonably withholding its consent to such assignment and novation) or fail to do so within a reasonable time period, CIMA may terminate this Agreement immediately by giving notice in writing to both the University and the Researcher and the University shall not be entitled to submit an invoice and expenses account covering the period between the date of the last invoice and expenses account and the date performance of the Agreement is suspended. If a satisfactory novation process cannot be agreed between the Parties, CIMA may terminate this Agreement. The University will notify CIMA immediately in writing if the University wishes to make any change to the Researcher or the persons comprising the Researcher. If the Researcher or a key person amongst the persons comprising the Researcher proposes to leave the University during the course of the Project, the University shall give CIMA not less than three months‟ notice in writing (or such shorter period of notice as may be agreed between the Parties to be reasonable in the circumstances, for example, where the term of this Agreement is less than 3 months). Any change to the Researcher must be approved by CIMA in writing (such approval not to be unreasonably withheld or delayed; provided that CIMA will require the University to propose a satisfactory means of ensuring that the Project is completed and to put in place the necessary novation process acceptable to CIMA). If a satisfactory novation process cannot be agreed with CIMA, CIMA may terminate this Agreement. (4) In the event that the Researcher becomes permanently unavailable for any other reason than that specified in clause 4(3) (including but not limited to the Researcher's death, personal injury or sickness) the University shall (subject to the prior written consent of CIMA which consent shall not be unreasonably withheld) replace the Researcher with another individual whose abilities and qualifications equal those of the Researcher (referred to as the "New Researcher"), and shall enter into into, and shall use its reasonable endeavours to ensure that the New Researcher enters into, a new agreement in substantially the same form as this Agreement (and when such substitution occurs "Researcher" shall refer to the New Researcher). If in such circumstances the University fails or fails within a reasonable period of time to find a New Researcher to replace the Researcher who is acceptable to CIMA, and to enter into and to ensure that the New Researcher enters into a new agreement in substantially the same form as this Agreement, CIMA may terminate this Agreement immediately by giving notice in writing to the University, in which case the University shall not be entitled to submit an invoice and expenses account covering the period between the date of the last invoice and expenses account and the date the Agreement is terminated. (5) Nothing in this clause 4 effects CIMA's rights under clause 13.

WARRANTIES AND UNDERTAKINGS. (1) The University represents and warrants to GCT and to CIMA that it is they are each capable of entering into and performing this Agreement is not restricted or prohibited from doing so for any reason whatsoever. (2) The University undertakes to provide the services of the Researcher for the Term of this Agreement save as set out in clause 4(3) and 4(4). The University further undertakes to permit CIMA GCT to transfer the Grant or the remaining part of it to another Higher Education Institution in the event that the Researcher ceases to be employed by the University during the term of this Agreement (3) In the event that the Researcher leaves the employ of the University, performance of the Agreement will be automatically suspended with immediate effect. in the event of such suspension (or expected suspension) the University undertakes to use reasonable endeavours (with the prior written consent of CIMA GCT which consent shall not be unreasonably withheld) to assign the benefits and novate the burdens of the Agreement to the Researcher‟s Researcher’s new employers or to the Researcher in a personal capacity (in the latter case references to "University" shall as far as the context permits then be read as being references to the "Researcher"). Upon the occurrence of such assignment and novation, the University may submit an invoice with a detailed expenses account to CIMA GCT covering the period between the date of the last invoice and expenses account and the date performance of the Agreement is suspended (notwithstanding that it may be less than 1 calendar quarter since submission of the previous invoice and expenses account) which CIMA GCT shall settle in accordance with clause 3. Upon completion of the assignment and novation CIMA GCT shall release the University from its obligations under this Agreement. If the University fails to assign and novate this Agreement as described above (notwithstanding that such failure is as a result of CIMA GCT reasonably withholding its consent to such assignment and novation) or fail to do so within a reasonable time period, CIMA GCT may terminate this Agreement immediately by giving notice in writing to the University and the University shall be entitled to submit an invoice and expenses account covering the period between the date of the last invoice and expenses account and the date performance of the Agreement is suspended. If a satisfactory novation process cannot be agreed between the Parties, CIMA or GCT may terminate this Agreement. The University will notify GCT and CIMA immediately in writing if the University wishes to make any change to the Researcher or the persons comprising the Researcher. If the Researcher or a key person amongst the persons comprising the Researcher proposes to leave the University during the course of the Project, the University shall give GCT and CIMA not less than three months‟ months’ notice in writing (or such shorter period of notice as may be agreed between the Parties to be reasonable in the circumstances, for example, where the term of this Agreement is less than 3 months). Any change to the Researcher must be approved by GCT and CIMA in writing (such approval not to be unreasonably withheld or delayed; provided that GCT and CIMA will require the University to propose a satisfactory means of ensuring that the Project is completed and to put in place the necessary novation process acceptable to GCT and CIMA). If a satisfactory novation process cannot be agreed with GCT and CIMA, CIMA and GCT may terminate this Agreement. (4) In the event that the Researcher becomes permanently unavailable for any other reason than that specified in clause 4(3) (including but not limited to the Researcher's death, personal injury or sickness) the University shall (subject to the prior written consent of CIMA GCT which consent shall not be unreasonably withheld) replace the Researcher with another individual whose abilities and qualifications equal those of the Researcher (referred to as the "New Researcher"), and shall enter into a new agreement in substantially the same form as this Agreement (and when such substitution occurs "Researcher" shall refer to the New Researcher). If in such circumstances the University fails or fails within a reasonable period of time to find a New Researcher to replace the Researcher who is acceptable to CIMAGCT, and to enter into and to ensure that the New Researcher enters into a new agreement in substantially the same form as this Agreement, CIMA GCT may terminate this Agreement immediately by giving notice in writing to the University, in which case the University shall be entitled to submit an invoice and expenses account covering the period between the date of the last invoice and expenses account and the date the Agreement is terminated (5) Nothing in this clause 4 effects CIMAGCT's rights under clause 13.

WARRANTIES AND UNDERTAKINGS. (1) The University represents and warrants to GCT and to CIMA that it is they are each capable of entering into and performing this Agreement is not restricted or prohibited from doing so for any reason whatsoever. (2) The University undertakes to provide the services of the Researcher for the Term of this Agreement save as set out in clause 4(3) and 4(4). The University further undertakes to permit CIMA GCT to transfer the Grant or the remaining part of it to another Higher Education Institution in the event that the Researcher ceases to be employed by the University during the term of this Agreement (3) In the event that the Researcher leaves the employ of the University, performance of the Agreement will be automatically suspended with immediate effect. in In the event of such suspension (or expected suspension) the University undertakes to use reasonable its best endeavours l (with the prior written consent of CIMA GCT which consent shall not be unreasonably withheld) to assign the benefits and novate the burdens of the Agreement to the Researcher‟s Researcher’s new employers or to the Researcher in a personal capacity (in the latter case references to "University" shall as far as the context permits then be read as being references to the "Researcher"). Upon the occurrence of such assignment and novation, the University may submit an invoice with a detailed expenses account to CIMA GCT covering the period between the date of the last invoice and expenses account and the date performance of the Agreement is suspended (notwithstanding that it may be less than 1 calendar quarter since submission of the previous invoice and expenses account) which CIMA GCT shall settle in accordance with clause 3. Upon completion of the assignment and novation CIMA GCT shall release the University from its obligations under this Agreement. If the University [cannot cover re-assignment by a further entity] fails to assign and novate this Agreement as described above (notwithstanding that such failure is as a result of CIMA GCT reasonably withholding its consent to such assignment and novation) or fail to do so within a reasonable time period, CIMA GCT may terminate this Agreement immediately by giving notice in writing to the University and the University shall not be entitled to submit an invoice and expenses account covering the period between the date of the last invoice and expenses account and the date performance of the Agreement is suspended. If a satisfactory novation process cannot be agreed between the Parties, CIMA or GCT may terminate this Agreement. The University will notify GCT and CIMA immediately in writing if the University wishes to make any change to the Researcher or the persons comprising the Researcher. If the Researcher or a key person amongst the persons comprising the Researcher proposes to leave the University during the course of the Project, the University shall give GCT and CIMA not less than three months‟ months’ notice in writing (or such shorter period of notice as may be agreed between the Parties to be reasonable in the circumstances, for example, where the term of this Agreement is less than 3 months). Any change to the Researcher must be approved by GCT and CIMA in writing (such approval not to be unreasonably withheld or delayed; provided that GCT and CIMA will require the University to propose a satisfactory means of ensuring that the Project is completed and to put in place the necessary novation process acceptable to GCT and CIMA). If a satisfactory novation process cannot be agreed with GCT and CIMA, CIMA and GCT may terminate this Agreement. (4) In the event that the Researcher becomes permanently unavailable for any other reason than that specified in clause 4(3) (including but not limited to the Researcher's death, personal injury or sickness) the University shall (subject to the prior written consent of CIMA GCT which consent shall not be unreasonably withheld) replace the Researcher with another individual whose abilities and qualifications equal those of the Researcher (referred to as the "New Researcher"), and shall enter into a new agreement in substantially the same form as this Agreement (and when such substitution occurs "Researcher" shall refer to the New Researcher). If in such circumstances the University fails or fails within a reasonable period of time to find a New Researcher to replace the Researcher who is acceptable to CIMAGCT, and to enter into and to ensure that the New Researcher enters into a new agreement in substantially the same form as this Agreement, CIMA GCT may terminate this Agreement immediately by giving notice in writing to the University, in which case the University shall not be entitled to submit an invoice and expenses account covering the period between the date of the last invoice and expenses account and the date the Agreement is terminated (5) Nothing in this clause 4 effects CIMAGCT's rights under clause 13.

WARRANTIES AND UNDERTAKINGS. (1) The University represents and warrants to GCT and to CIMA that it is they are each capable of entering into and performing this Agreement is not restricted or prohibited from doing so for any reason whatsoever. (2) The University undertakes to provide the services of the Researcher for the Term of this Agreement save as set out in clause 4(3) and 4(4). The University further undertakes to permit CIMA GCT to transfer the Grant or the remaining part of it to another Higher Education Institution in the event that the Researcher ceases to be employed by the University during the term of this Agreement (3) In the event that the Researcher leaves the employ of the University, performance of the Agreement will be automatically suspended with immediate effect. in the event of such suspension (or expected suspension) the University undertakes to use reasonable endeavours (with the prior written consent of CIMA GCT which consent shall not be unreasonably withheld) to assign the benefits and novate the burdens of the Agreement to the Researcher‟s new employers or to the Researcher in a personal capacity (in the latter case references to "University" shall as far as the context permits then be read as being references to the "Researcher"). Upon the occurrence of such assignment and novation, the University may submit an invoice with a detailed expenses account to CIMA GCT covering the period between the date of the last invoice and expenses account and the date performance of the Agreement is suspended (notwithstanding that it may be less than 1 calendar quarter since submission of the previous invoice and expenses account) which CIMA GCT shall settle in accordance with clause 3. Upon completion of the assignment and novation CIMA GCT shall release the University from its obligations under this Agreement. If the University fails to assign and novate this Agreement as described above (notwithstanding that such failure is as a result of CIMA GCT reasonably withholding its consent to such assignment and novation) or fail to do so within a reasonable time period, CIMA GCT may terminate this Agreement immediately by giving notice in writing to the University and the University shall be entitled to submit an invoice and expenses account covering the period between the date of the last invoice and expenses account and the date performance of the Agreement is suspended. If a satisfactory novation process cannot be agreed between the Parties, CIMA or GCT may terminate this Agreement. The University will notify GCT and CIMA immediately in writing if the University wishes to make any change to the Researcher or the persons comprising the Researcher. If the Researcher or a key person amongst the persons comprising the Researcher proposes to leave the University during the course of the Project, the University shall give GCT and CIMA not less than three months‟ notice in writing (or such shorter period of notice as may be agreed between the Parties to be reasonable in the circumstances, for example, where the term of this Agreement is less than 3 months). Any change to the Researcher must be approved by GCT and CIMA in writing (such approval not to be unreasonably withheld or delayed; provided that GCT and CIMA will require the University to propose a satisfactory means of ensuring that the Project is completed and to put in place the necessary novation process acceptable to GCT and CIMA). If a satisfactory novation process cannot be agreed with GCT and CIMA, CIMA and GCT may terminate this Agreement. (4) In the event that the Researcher becomes permanently unavailable for any other reason than that specified in clause 4(3) (including but not limited to the Researcher's death, personal injury or sickness) the University shall (subject to the prior written consent of CIMA GCT which consent shall not be unreasonably withheld) replace the Researcher with another individual whose abilities and qualifications equal those of the Researcher (referred to as the "New Researcher"), and shall enter into a new agreement in substantially the same form as this Agreement (and when such substitution occurs "Researcher" shall refer to the New Researcher). If in such circumstances the University fails or fails within a reasonable period of time to find a New Researcher to replace the Researcher who is acceptable to CIMAGCT, and to enter into and to ensure that the New Researcher enters into a new agreement in substantially the same form as this Agreement, CIMA GCT may terminate this Agreement immediately by giving notice in writing to the University, in which case the University shall be entitled to submit an invoice and expenses account covering the period between the date of the last invoice and expenses account and the date the Agreement is terminated (5) Nothing in this clause 4 effects CIMAGCT's rights under clause 13.