WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS. 10.1 The Service Provider represents, warrants and undertakes that: 10.1.1 it has complied and in performing the Contract will comply with all applicable laws, rules and regulations including but not limited to those relating to business permits, work permits and licences that may be required to provide the Services hereunder and those relating to employment law, employment of the Service Provider Staff or any of them, health and safety or taxation; 10.1.2 it will provide the services in a good and workmanlike manner with due skill, care and diligence, at a minimum consistent with the standards of care exercised by a nationally recognised provider of similar services and best industry practices for the performance of similar services, and in accordance with all applicable laws, rules and regulations and with the Contract; 10.1.3 it holds and at all times during the Term shall maintain all licences, permits and certifications required to carry out the Services; 10.1.4 it will comply with and such policies as may be notified to it by the Employer from time to time and/or undergo any training as required by the Employer; 10.1.5 it has the power and authority to enter into the Contract and perform its obligations hereunder, and is not a party to any other agreement or subject to any obligation under legislation or otherwise howsoever that would prohibit, restrict or limit in any way its performance of the Services in accordance with the Contract or that might enable another person to claim any rights in any technology, materials, data or information developed pursuant to the Contract; 10.1.6 all necessary action has been taken (and not revoked) to authorise the execution and performance by the Service Provider of the Contract, the Contract is executed by a duly authorised representative of the Service Provider and the Contract constitutes valid and legally binding obligations of the Service Provider enforceable in accordance with the terms hereof, except as enforcement may be limited by any relevant bankruptcy, insolvency, administration or similar laws affecting creditors' rights generally; 10.1.7 the Service Provider has no direct or indirect conflict of interest with respect to the Contract or its appointment to provide the Services to the Employer hereunder and no such conflict of interest will arise during the Term; 10.1.8 any Intellectual Property subsisting in any works or materials of any nature developed, drawn, created or adapted by the Service Provider during the term of the Contract does not and will not, and the Employer's use of any such Intellectual Property does not and will not, infringe any other person's Intellectual Property and is not, and so far as the Service Provider is aware will not be, the subject of a claim or opposition from a person as to title, validity, enforceability, entitlement to compensation or otherwise; and 10.1.9 all information supplied by the Service Provider in the Proposal is true and accurate in all respects as at the date of the Proposal, save as otherwise disclosed in writing to the Employer and expressly acknowledged by the Employer prior to execution of the Contract. 10.2 The Service Provider shall procure that there is no change in the control of the Service Provider without the prior written consent of the Employer, such consent not to be unreasonably withheld .
Appears in 6 contracts
Samples: Multi Party Framework Agreement, Multi Party Framework Agreement, Multi Party Framework Agreement
WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS. 10.1 A. The Service Provider representsContractor acknowledges, warrants warrants, represents and undertakes that:
10.1.1 : 1. it has complied the authority and in performing the Contract will comply with all applicable lawsright under law to enter into, rules and regulations including but not limited to those relating to business permits, work permits carry out its obligations and licences that may be required responsibilities under this Agreement and to provide the Services hereunder hereunder; 2. it is entering into this Agreement with a full understanding of its material terms and risks and is capable of assuming those relating risks; 3. it is entering into this Agreement with a full understanding of its obligations with regard to employment lawtaxation, employment employment, social and environmental protection and is capable of assuming and fulfilling those obligations; 4. it has acquainted itself with and shall comply with all legal requirements or such other laws, recommendations, guidance or practices as may affect the provision of the Service Provider Staff Services as they apply to the Contractor; 5. it has taken all and any action necessary to ensure that it has the power to execute and enter into this Agreement; 6. the status of the Contractor, as declared in the “Declaration as to Personal Circumstances of Tenderer” dated [insert date] , which confirms that none of the excluding circumstances listed in Regulation 57 of the Regulations apply to the Contractor, remains unchanged; 7. it owns, has obtained or any of themis able to obtain, health and safety or taxation;
10.1.2 it will provide the services valid licences for all Intellectual Property Rights (as defined in a good and workmanlike manner with due skill, care and diligence, at a minimum consistent with the standards of care exercised by a nationally recognised provider of similar services and best industry practices clause 6 below) that are necessary for the performance of similar services, and in accordance with all applicable laws, rules and regulations and with the Contract;
10.1.3 it holds and at all times during the Term shall maintain all licences, permits and certifications required to carry out the Services;
10.1.4 it will comply with and such policies as may be notified to it by the Employer from time to time and/or undergo any training as required by the Employer;
10.1.5 it has the power and authority to enter into the Contract and perform its obligations hereunder, under this Agreement and is not a party for the Client to any other agreement or subject to any obligation under legislation or otherwise howsoever that would prohibit, restrict or limit in any way its performance obtain the benefit of the Services for its business purposes; 8. Delete and replace with “Not Used” if not applicable: it has inspected the Client’s premises, lands and facilities before submitting its Submission and has made appropriate enquiries so as to be satisfied in accordance relation to all matters connected with the Contract performance of its obligations under this Agreement; 9. it retains and shall maintain for the Term insurances for the nature and amount specified in the RFT. The Contractor undertakes to advise the Client forthwith of any material change to its insured status, to produce proof of current premiums paid upon written request and where required produce valid certificates of insurance for inspection. The Contractor shall carry out all directions of the Client with regard to compliance with this clause 4A.9; and 10. the Client shall be under no obligation to purchase any minimum number or that might enable another person value of Services.
B. The Contractor undertakes to claim notify the Client forthwith of any rights in any technology, materials, data or information developed pursuant material change to the Contract;
10.1.6 all necessary action has been taken (and not revoked) to authorise the execution and performance by the Service Provider status of the ContractContractor with regard to the warranties, the Contract is executed by a duly authorised representative acknowledgements, representations and undertakings as set out at clause 4A and to comply with all reasonable directions of the Service Provider and the Contract constitutes valid and legally binding obligations Client with regard thereto which may include termination of the Service Provider enforceable in accordance with the terms hereof, except as enforcement may be limited by any relevant bankruptcy, insolvency, administration or similar laws affecting creditors' rights generally;
10.1.7 the Service Provider has no direct or indirect conflict of interest with respect to the Contract or its appointment to provide the Services to the Employer hereunder and no such conflict of interest will arise during the Term;
10.1.8 any Intellectual Property subsisting in any works or materials of any nature developed, drawn, created or adapted by the Service Provider during the term of the Contract does not and will not, and the Employer's use of any such Intellectual Property does not and will not, infringe any other person's Intellectual Property and is not, and so far as the Service Provider is aware will not be, the subject of a claim or opposition from a person as to title, validity, enforceability, entitlement to compensation or otherwise; and
10.1.9 all information supplied by the Service Provider in the Proposal is true and accurate in all respects as at the date of the Proposal, save as otherwise disclosed in writing to the Employer and expressly acknowledged by the Employer prior to execution of the Contractthis Agreement.
10.2 The Service Provider shall procure that there is no change in the control of the Service Provider without the prior written consent of the Employer, such consent not to be unreasonably withheld .
Appears in 4 contracts
Samples: Services Agreement, Services Agreement, Services Contract
WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS. 10.1 A. The Service Provider representsContractor acknowledges, warrants warrants, represents and undertakes that:
10.1.1 : 1. it has complied the authority and in performing the Contract will comply with all applicable lawsright under law to enter into, rules and regulations including but not limited to those relating to business permits, work permits carry out its obligations and licences that may be required responsibilities under this Agreement and to provide the Services hereunder hereunder; 2. it is entering into this Agreement with a full understanding of its material terms and risks and is capable of assuming those relating risks; 3. it is entering into this Agreement with a full understanding of its obligations with regard to employment lawtaxation, employment employment, social and environmental protection and is capable of assuming and fulfilling those obligations; 4. it has acquainted itself with and shall comply with all legal requirements or such other laws, recommendations, guidance or practices as may affect the provision of the Service Provider Staff Services as they apply to the Contractor; 5. it has taken all and any action necessary to ensure that it has the power to execute and enter into this Agreement; 6. the status of the Contractor, as declared in the “Declaration as to Personal Circumstances of Tenderer” dated [insert date] , which confirms that none of the excluding circumstances listed in Article 57 of EU Directive 2014/24/EU apply to the Contractor, remains unchanged; 7. it owns, has obtained or any of themis able to obtain, health and safety or taxation;
10.1.2 it will provide the services valid licences for all Intellectual Property Rights (as defined in a good and workmanlike manner with due skill, care and diligence, at a minimum consistent with the standards of care exercised by a nationally recognised provider of similar services and best industry practices clause 6 below) that are necessary for the performance of similar services, and in accordance with all applicable laws, rules and regulations and with the Contract;
10.1.3 it holds and at all times during the Term shall maintain all licences, permits and certifications required to carry out the Services;
10.1.4 it will comply with and such policies as may be notified to it by the Employer from time to time and/or undergo any training as required by the Employer;
10.1.5 it has the power and authority to enter into the Contract and perform its obligations hereunder, under this Agreement and is not a party for the Client to any other agreement or subject to any obligation under legislation or otherwise howsoever that would prohibit, restrict or limit in any way its performance obtain the benefit of the Services for its business purposes; 8. it retains and shall maintain for the Term insurances for the nature and amount specified in accordance the RFT. The Contractor undertakes to advise the Client forthwith of any material change to its insured status, to produce proof of current premiums paid upon written request and where required produce valid certificates of insurance for inspection. The Contractor shall carry out all directions of the Client with regard to compliance with this clause 4A.8; and 9. Delete and replace with “Not Used” if not applicable: it has inspected the Client’s premises, lands and facilities before submitting its Submission and has made appropriate enquiries so as to be satisfied in relation to all matters connected with the Contract performance of its obligations under this Agreement. 10. the Client shall be under no obligation to purchase any minimum number or that might enable another person value of Services.
B. The Contractor undertakes to claim notify the Client forthwith of any rights in any technology, materials, data or information developed pursuant material change to the Contract;
10.1.6 all necessary action has been taken (and not revoked) to authorise the execution and performance by the Service Provider status of the ContractContractor with regard to the warranties, the Contract is executed by a duly authorised representative acknowledgements, representations and undertakings as set out at clause 4A and to comply with all reasonable directions of the Service Provider and the Contract constitutes valid and legally binding obligations Client with regard thereto which may include termination of the Service Provider enforceable in accordance with the terms hereof, except as enforcement may be limited by any relevant bankruptcy, insolvency, administration or similar laws affecting creditors' rights generally;
10.1.7 the Service Provider has no direct or indirect conflict of interest with respect to the Contract or its appointment to provide the Services to the Employer hereunder and no such conflict of interest will arise during the Term;
10.1.8 any Intellectual Property subsisting in any works or materials of any nature developed, drawn, created or adapted by the Service Provider during the term of the Contract does not and will not, and the Employer's use of any such Intellectual Property does not and will not, infringe any other person's Intellectual Property and is not, and so far as the Service Provider is aware will not be, the subject of a claim or opposition from a person as to title, validity, enforceability, entitlement to compensation or otherwise; and
10.1.9 all information supplied by the Service Provider in the Proposal is true and accurate in all respects as at the date of the Proposal, save as otherwise disclosed in writing to the Employer and expressly acknowledged by the Employer prior to execution of the Contractthis Agreement.
10.2 The Service Provider shall procure that there is no change in the control of the Service Provider without the prior written consent of the Employer, such consent not to be unreasonably withheld .
Appears in 2 contracts
Samples: Services Agreement, Services Agreement
WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS. 10.1 The Service Provider represents20.1 Without prejudice to any other warranties expressed elsewhere in this Contract or implied by law, warrants the Contractor warrants, represents and undertakes to the Authority and the other Service Recipients that:
10.1.1 it 20.1.1 the Contractor has complied the full capacity and in performing the Contract will comply with authority and all applicable lawsnecessary licences, rules and regulations including but not limited to those relating to business permits, work permits permissions, powers and licences that may be required consents (including, where its procedures so require, the consent of its Holding Company) to provide the Services hereunder enter into and those relating to employment law, employment of the Service Provider Staff or any of them, health and safety or taxation;
10.1.2 it will provide the services in a good and workmanlike manner with due skill, care and diligence, at a minimum consistent with the standards of care exercised by a nationally recognised provider of similar services and best industry practices for the performance of similar services, and in accordance with all applicable laws, rules and regulations and with the perform this Contract;
10.1.3 it holds 20.1.2 the representations and at all times during other statements contained within the Term shall maintain all licences, permits Contractor Solution are accurate in every respect and certifications may be fully relied upon by the Authority and the other Service Recipients;
20.1.3 the Contractor is aware of the purposes for which the Services are required to carry out and acknowledges that the Authority is reliant upon the Contractor's expertise and knowledge in the provision of the Services;
10.1.4 20.1.4 the Contractor is entering into this Contract as principal and not as agent for any person and that it will comply with and such policies act as may be notified to it by the Employer from time to time and/or undergo any training as required by the Employer;
10.1.5 it has the power and authority to enter into the Contract and perform an independent contractor in carrying out its obligations hereunder, and is not a party to any other agreement or subject to any obligation under legislation or otherwise howsoever that would prohibit, restrict or limit in any way its performance of the Services in accordance with the Contract or that might enable another person to claim any rights in any technology, materials, data or information developed pursuant to the this Contract;
10.1.6 all necessary action has been taken (and not revoked) to authorise the execution and performance by the Service Provider of the Contract, the 20.1.5 this Contract is executed by a duly authorised representative of the Service Provider Contractor;
20.1.6 all materials, equipment and goods used or supplied by the Contractor in connection with this Contract constitutes valid and legally binding obligations (including the TC Equipment) will be of satisfactory quality within the meaning of the Service Provider enforceable Sale of Goods Act 1979 (as amended), sound in accordance design and in conformance in all respects with the terms hereofStatement of Requirements; and
20.1.7 all documents, except as enforcement may be limited drawings, computer software and any other work prepared or developed by any relevant bankruptcy, insolvency, administration the Contractor or similar laws affecting creditors' rights generally;
10.1.7 the Service Provider has no direct or indirect conflict of interest with respect supplied to the Authority under this Contract or its appointment to provide the Services to the Employer hereunder and no such conflict of interest will arise during the Term;
10.1.8 not infringe any Intellectual Property subsisting in Rights or any works other legal or equitable right of any person.
20.2 The Contractor warrants that to the extent the Contractor either is obliged to specify or approve products or materials of any nature developedfor use in the Services or does so specify or approve, drawn, created or adapted by the Service Provider during the term of the Contract Contractor does not and will notspecify, and approve or use any products or materials which are generally known within the Employer's construction industry to be deleterious at the time of use of any such Intellectual Property does not and will not, infringe any other person's Intellectual Property and is not, and so far as the Service Provider is aware will not be, the subject of a claim or opposition from a person as to title, validity, enforceability, entitlement to compensation or otherwise; and
10.1.9 all information supplied by the Service Provider in the Proposal is true and accurate particular circumstances in all respects which they are used, or those identified as potentially hazardous in or not in conformity with:
20.2.1 the guidance given in the edition current at the date of specification, approval and/or use of the Proposalpublication entitled “Good Practice in the Selection of Construction Materials” (published by the British Council for Offices) other than the recommendations for good practice contained in Section 2 of that report;
20.2.2 relevant British or European Standards or codes of practice; or
20.2.3 any publications of the Building Research Establishment related to the specification of products or materials, save as otherwise disclosed and if in the performance of its duties under this Contract, the Contractor becomes aware that he or any other person has specified or used, or authorised or approved the specification or use by others of, any such products or materials, the Contractor shall notify the Authority in writing immediately.
20.3 As part of the Maintenance and without prejudice to the Employer Contractor’s continuing obligations in relation to Preventative Maintenance and expressly acknowledged by Reactive Maintenance during the Employer prior Term, the Contractor shall be responsible for making good at its own cost and with all possible speed any and all defects in or damage to execution the Installed TC Equipment (including any part thereof) which may develop or be notified to the Contractor during a warranty period of the Contract.
10.2 The Service Provider shall procure that there is no change in the control of the Service Provider without the prior written consent of the Employer, such consent not to be unreasonably withheld .(i) twelve
Appears in 2 contracts
Samples: Traffic Control Equipment Maintenance Agreement, Traffic Control Equipment Maintenance Agreement
WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS. 10.1 11.1 The Service Provider represents, Issuer hereby warrants and undertakes thatrepresents to and for the benefit of the Subscriber that as at the date hereof and for all times up to and including the Completion Date:
10.1.1 (a) it has complied is a limited liability company, duly incorporated and in performing validly existing under the Contract will comply with all applicable laws, rules and regulations including but not limited to those relating to business permits, work permits and licences that may be required to provide the Services hereunder and those relating to employment law, employment laws of the Service Provider Staff or any of them, health and safety or taxationBritish Virgin Islands;
10.1.2 it will provide the services in a good and workmanlike manner with due skill, care and diligence, at a minimum consistent with the standards of care exercised by a nationally recognised provider of similar services and best industry practices for the performance of similar services, and in accordance with all applicable laws, rules and regulations and with the Contract;
10.1.3 it holds and at all times during the Term shall maintain all licences, permits and certifications required to carry out the Services;
10.1.4 it will comply with and such policies as may be notified to it by the Employer from time to time and/or undergo any training as required by the Employer;
10.1.5 (b) it has the power and authority to own its assets and carry on its business as it is being conducted;
(c) that it has the power to enter into the Contract and perform its obligations hereunder, this Agreement and is not a party to any other agreement or subject to any obligation under legislation or otherwise howsoever that would prohibit, restrict or limit in any way its performance of the Services in accordance with the Contract or that might enable another person to claim any rights in any technology, materials, data or information developed pursuant to the Contracttransactions contemplated by this Agreement;
10.1.6 (d) that it has obtained all necessary action has been taken corporate and other necessary actions and consents (and not revokedincluding approval of its board of directors) to authorise authorize the execution and performance by of this Agreement;
(e) this Agreement constitutes valid, binding and enforceable obligations of it; and
(f) the Service Provider Subscription Shares are free and clear of all charges, liens, encumbrances and rank pari passu in all respects with all other Shares in issue.
11.2 The Subscriber represents, warrants and undertakes to the Issuer that as at the date hereof and for all times up to and including the Completion Date:
(a) it is duly incorporated and validly existing under the laws of the Contractplace of its incorporation with power to conduct its business in the manner presently conducted;
(b) it has the authority to enter into and perform this Agreement;
(c) this Agreement constitutes valid, the Contract is executed by a duly authorised representative binding and enforceable obligations of the Service Provider and the Contract constitutes its legal, valid and legally binding obligations of the Service Provider obligation enforceable in accordance with its terms;
(d) its ultimate beneficial shareholders are third parties independent of the terms hereofIssuer and connected persons of the Issuer;
(e) it is purchasing the Subscription Shares as principal and not as agent for any third parties; and
(f) that it has obtained all necessary corporate and other necessary action and consent (including the approval of its board of directors) to authorize the execution and performance of this Agreement.
11.3 Each of the Parties shall before Completion promptly notify the other Party in writing of any matter or thing of which it becomes aware which is a breach of or inconsistent with any of the above warranties.
11.4 Each of the representations, except warranties and undertakings shall be separate and independent and. save as enforcement may expressly provided, shall not be limited by reference to any relevant bankruptcy, insolvency, administration other Clause or similar laws affecting creditors' rights generally;anything in this Agreement.
10.1.7 the Service Provider has no direct or indirect conflict 11.5 The Issuer’s maximum liability in respect of interest with respect its warranties under Clause 10.1 shall be an amount equal to the Contract or its appointment to provide Consideration.
11.6 In consideration of the Services issue of the Subscription Shares by the Issuer to the Employer hereunder Subscriber (the sufficiency of which is hereby acknowledged), the Subscriber hereby irrevocably and no such conflict of interest will arise during unconditionally undertakes to the Term;
10.1.8 any Intellectual Property subsisting in any works or materials of any nature developed, drawn, created or adapted by the Service Provider during the term of the Contract does not and Issuer that it will not, and will procure its ultimate beneficial owner(s) not to, sell, assign, transfer, pledge, hypothecate, dispose of in any way, or otherwise create any Encumbrances in respect of, all or any part of or any direct or indirect interest in any of the Employer's use of Subscription Shares to any such Intellectual Property does not person for the period commencing from the Completion Date up to and will not, infringe any other person's Intellectual Property and is not, and so far as including the Service Provider is aware will not be, the subject of a claim or opposition from a person as to title, validity, enforceability, entitlement to compensation or otherwise; and
10.1.9 all information supplied by the Service Provider in the Proposal is true and accurate in all respects as at the first anniversary date of the Proposal, save as otherwise disclosed in writing to the Employer and expressly acknowledged by the Employer prior to execution of the ContractCompletion Date.
10.2 The Service Provider shall procure that there is no change in the control of the Service Provider without the prior written consent of the Employer, such consent not to be unreasonably withheld .
Appears in 2 contracts
Samples: Subscription Agreement (Impact Biomedical Inc.), Subscription Agreement (Impact Biomedical Inc.)
WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS. 10.1 A. The Service Provider representsContractor warrants, warrants represents and undertakes that:
10.1.1 : 1. it has complied the authority and in performing the Contract will comply with all applicable lawsright under law to enter into, rules and regulations including but not limited to those relating to business permits, work permits carry out its obligations and licences that may be required responsibilities under this Agreement and to provide the Services hereunder hereunder; 2. it is entering into this Agreement with a full understanding of its material terms and risks and is capable of assuming those relating risks; 3. it is entering into this Agreement with a full understanding of its obligations with regard to employment lawtaxation, employment and environmental protection and is capable of assuming and fulfilling those obligations; 4. it has acquainted itself with and shall comply with all legal requirements or such other laws, recommendations, guidance or practices as may affect the provision of the Service Provider Staff Services as they apply to the Contractor; 5. it has taken all and any action necessary to ensure that it has the power to execute and enter into this Agreement; 6. where applicable, the status of the Supplier, declared in the “Declaration as to Personal Circumstances of Tenderer” in the Submission, which confirms that none of the excluding circumstances listed in Article 45 of EU Directive 2004/18/EC as implemented into Irish law by European Communities (Award of Public Authorities’ Contracts) Regulations 2006 (S.I. No. 329 of 2006) apply to the Supplier, remains unchanged; 7. it owns, has obtained or any of themis able to obtain, health and safety or taxation;
10.1.2 it will provide the services valid licences for all Intellectual Property Rights (as defined in a good and workmanlike manner with due skill, care and diligence, at a minimum consistent with the standards of care exercised by a nationally recognised provider of similar services and best industry practices clause 7 below) that are necessary for the performance of similar services, and in accordance with all applicable laws, rules and regulations and with the Contract;
10.1.3 it holds and at all times during the Term shall maintain all licences, permits and certifications required to carry out the Services;
10.1.4 it will comply with and such policies as may be notified to it by the Employer from time to time and/or undergo any training as required by the Employer;
10.1.5 it has the power and authority to enter into the Contract and perform its obligations hereunder, under this Agreement and is not a party for the Client to any other agreement or subject to any obligation under legislation or otherwise howsoever that would prohibit, restrict or limit in any way its performance obtain the benefit of the Services for its business purposes; and 8. it retains and shall maintain for the Term insurances for the nature and amount specified in accordance the RFT. The Contractor undertakes to advise the Client forthwith of any material change to its insured status, to produce proof of current premiums paid upon written request and where required produce valid certificates of insurance for inspection. The Contractor shall carry out all directions of the Client with regard to compliance with this clause 5A.8.
B. The Contractor undertakes to notify the Contract or that might enable another person to claim Client forthwith of any rights in any technology, materials, data or information developed pursuant material change to the Contract;
10.1.6 all necessary action has been taken (and not revoked) to authorise the execution and performance by the Service Provider status of the ContractContractor with regard to the warranties, the Contract is executed by a duly authorised representative representations and undertakings as set out at clause 5A and to comply with all reasonable directions of the Service Provider and the Contract constitutes valid and legally binding obligations Client with regard thereto which may include termination of the Service Provider enforceable in accordance with the terms hereof, except as enforcement may be limited by any relevant bankruptcy, insolvency, administration or similar laws affecting creditors' rights generally;
10.1.7 the Service Provider has no direct or indirect conflict of interest with respect to the Contract or its appointment to provide the Services to the Employer hereunder and no such conflict of interest will arise during the Term;
10.1.8 any Intellectual Property subsisting in any works or materials of any nature developed, drawn, created or adapted by the Service Provider during the term of the Contract does not and will not, and the Employer's use of any such Intellectual Property does not and will not, infringe any other person's Intellectual Property and is not, and so far as the Service Provider is aware will not be, the subject of a claim or opposition from a person as to title, validity, enforceability, entitlement to compensation or otherwise; and
10.1.9 all information supplied by the Service Provider in the Proposal is true and accurate in all respects as at the date of the Proposal, save as otherwise disclosed in writing to the Employer and expressly acknowledged by the Employer prior to execution of the Contractthis Agreement.
10.2 The Service Provider shall procure that there is no change in the control of the Service Provider without the prior written consent of the Employer, such consent not to be unreasonably withheld .
Appears in 2 contracts
Samples: Services Agreement, Services Agreement
WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS. 10.1 A. The Service Provider representsContractor acknowledges, warrants warrants, represents and undertakes that:
10.1.1 1. it has complied the authority and in performing right under law to enter into, and to carry out its obligations and responsibilities under this Agreement and to supply the Contract will Goods hereunder;
2. it is entering into this Agreement with a full understanding of its material terms and risks and is capable of assuming those risks;
3. it is entering into this Agreement with a full understanding of its obligations with regard to taxation, employment, social and environmental protection and is capable of assuming and fulfilling those obligations;
4. it has acquainted itself with and shall comply with all applicable legal requirements or such other laws, rules and regulations including but not limited to those relating to business permitsrecommendations, work permits and licences that guidance or practices as may be required to provide affect the Services hereunder and those relating to employment law, employment supply of the Service Provider Staff or any of them, health Goods (to include manufacture and safety or taxationdistribution process) as they apply to the Contractor;
10.1.2 5. it will provide the services in a good has taken all and workmanlike manner with due skill, care and diligence, at a minimum consistent with the standards of care exercised by a nationally recognised provider of similar services and best industry practices for the performance of similar services, and in accordance with all applicable laws, rules and regulations and with the Contract;
10.1.3 it holds and at all times during the Term shall maintain all licences, permits and certifications required any action necessary to carry out the Services;
10.1.4 it will comply with and such policies as may be notified to it by the Employer from time to time and/or undergo any training as required by the Employer;
10.1.5 ensure that it has the power to execute and authority to enter into this Agreement;
6. the Contract status of the Contractor, as declared in the “Declaration as to Personal Circumstances of Tenderer” which confirms that none of the excluding circumstances listed in Article 57 of EU Directive 2014/24/EU apply to the Contractor, remains unchanged;
7. if applicable, it has inspected TG4’s premises, lands and perform facilities before submitting its Submission and has made appropriate enquiries so as to be satisfied in relation to all matters connected with the performance of its obligations hereunder, under this Agreement;
8. TG4 shall be under no obligation to purchase any minimum number or value of Goods.
B. The Contractor shall be and is not a party undertakes to be responsible for and to take due precautions for the safe custody of any other agreement or subject to any obligation under legislation or otherwise howsoever that would prohibit, restrict or limit in any way its performance Goods on his premises which are the property of the Services Contractor and shall insure the same against any form of loss or damage and the Contractor so acknowledges and confirms.
C. The Contractor confirms and undertakes that the Goods supplied will, at the time of delivery (and for the Guarantee Period), correspond to the description given by the Contractor in accordance with the Contract Submission (to include any samples furnished thereunder) and the Specification (Schedule B) and that the manufacture, distribution and processes employed will comply in all material respects with the representations made in the Submission. None of the provisions of the Sale of Goods Acts 1893 and 1980 shall be excluded or limited under this Agreement.
D. The Contractor undertakes to ensure that might enable another person to claim all and any necessary consents and/or licences are obtained and in place for the purposes of this Agreement. The Contractor hereby indemnifies TG4 and shall keep and hold TG4 harmless from and in respect of all and any liability loss damages claims costs or expenses which arise by reason of any breach of third party intellectual property rights in so far as any technologysuch rights are used for the purposes of this Agreement.
E. The Contractor undertakes and acknowledges that it is responsible for ensuring that all key personnel as specified in the Submission (“Key Personnel”), materials, data or information developed pursuant assigned by it to supply the Goods shall be available for the Term of this Agreement. The Contractor acknowledges that the Key Personnel are essential to the Contract;
10.1.6 all necessary action has been taken (and not revoked) proper supply of the Goods to authorise TG4. In the execution and performance event that any of the Key Personnel assigned by the Service Provider of the Contract, the Contract is executed by a duly authorised representative of the Service Provider and the Contract constitutes valid and legally binding obligations of the Service Provider enforceable in accordance with the terms hereof, except as enforcement may be limited by any relevant bankruptcy, insolvency, administration or similar laws affecting creditors' rights generally;
10.1.7 the Service Provider has no direct or indirect conflict of interest with respect to the Contract or its appointment Contractor to provide the Services Goods under this Agreement becomes unable to supply the Goods for whatever reason then, the Contractor acknowledges and undertakes that it shall immediately notify TG4 in writing of the inability of any Key Personnel and replace that person with a person of equivalent experience and expertise (“Replacement Personnel”). The Contractor shall provide to TG4 such details as TG4 may reasonably require in writing regarding any Replacement Personnel. TG4 shall have absolute discretion as to the Employer hereunder and no such conflict of interest will arise during the Term;
10.1.8 any Intellectual Property subsisting in any works or materials suitability of any nature developed, drawn, created or adapted by proposed Replacement Personnel.
F. The Contractor undertakes to notify TG4 forthwith of any material change to the Service Provider during the term status of the Contract does not and will not, and the Employer's use of any such Intellectual Property does not and will not, infringe any other person's Intellectual Property and is not, and so far as the Service Provider is aware will not be, the subject of a claim or opposition from a person as to title, validity, enforceability, entitlement to compensation or otherwise; and
10.1.9 all information supplied by the Service Provider in the Proposal is true and accurate in all respects as at the date of the Proposal, save as otherwise disclosed in writing Contractor with regard to the Employer warranties, acknowledgements, representations and expressly acknowledged by the Employer prior undertakings as set out in clause 6A and to execution comply with all reasonable directions of the ContractTG4 with regard thereto which may include termination of this Agreement.
10.2 The Service Provider shall procure that there is no change in the control of the Service Provider without the prior written consent of the Employer, such consent not to be unreasonably withheld .
Appears in 1 contract
Samples: Goods Contract
WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS. 10.1 A. The Service Provider representsContractor acknowledges, warrants warrants, represents and undertakes that:
10.1.1 : 1. it has complied the authority and in performing right under law to enter into, and to carry out its obligations and responsibilities under this Agreement and to supply the Contract will Goods and Services hereunder; 2. it is entering into this Agreement with a full understanding of its material terms and risks and is capable of assuming those risks; 3. it is entering into this Agreement with a full understanding of its obligations with regard to taxation, employment, social and environmental protection and is capable of assuming and fulfilling those obligations; 4. it has acquainted itself with and shall comply with all applicable legal requirements or such other laws, rules and regulations including but not limited to those relating to business permitsrecommendations, work permits and licences that guidance or practices as may be required to provide affect the Services hereunder and those relating to employment law, employment supply of the Service Provider Staff or Goods and Services (to include manufacture and distribution process) as they apply to the Contractor; 5. it has taken all and any of them, health and safety or taxation;
10.1.2 it will provide the services in a good and workmanlike manner with due skill, care and diligence, at a minimum consistent with the standards of care exercised by a nationally recognised provider of similar services and best industry practices for the performance of similar services, and in accordance with all applicable laws, rules and regulations and with the Contract;
10.1.3 it holds and at all times during the Term shall maintain all licences, permits and certifications required action necessary to carry out the Services;
10.1.4 it will comply with and such policies as may be notified to it by the Employer from time to time and/or undergo any training as required by the Employer;
10.1.5 ensure that it has the power to execute and authority to enter into this Agreement; 6. Where applicable as determined by the Client, it has inspected the Client’s premises, lands and facilities before submitting its Submission and has made appropriate enquiries so as to be satisfied in relation to all matters connected with the performance of its obligations under this Agreement; 7. the status of the Contractor, as declared in the “Declaration as to Personal Circumstances of Tenderer” confirms that none of the excluding circumstances listed in Regulation 57 of the Regulations apply to the Contractor, remains unchanged; and 8. the Client shall be under no obligation to purchase any minimum number or value of Goods and Services.
B. Where the Contract relates to the supply and/or delivery of Goods, the Contractor shall be and perform undertakes to be responsible for and to take due precautions for the safe custody of any Goods on its obligations hereunder, and is not a party to any other agreement or subject to any obligation under legislation or otherwise howsoever that would prohibit, restrict or limit in any way its performance premises which are the property of the Services Contractor and shall insure the same against any form of loss or damage and the Contractor so acknowledges and confirms.
C. Where the Contract relates to the supply and/or delivery of Goods, the Contractor confirms and undertakes that the Goods supplied will, at the time of delivery (and for the Guarantee Period), correspond to the description given by the Contractor in accordance with the Contract Submission (to include any samples furnished thereunder) and the Specification (Schedule B) and that the manufacture, distribution and processes employed will comply in all material respects with the representations made in the Submission. None of the provisions of the Sale of Goods and Supply of Services Acts 1893 and 1980 shall be excluded or limited under this Agreement.
D. The Contractor undertakes to ensure that might enable another person to claim all and any necessary consents and/or licences are obtained and in place for the purposes of this Agreement. The Contractor hereby indemnifies the Client and shall keep and hold the Client harmless from and in respect of all and any losses (whether direct, indirect or consequential), liability, damages, claims, costs or expenses which arise by reason of any breach of third party intellectual property rights in any technology, materials, data or information developed pursuant to the Contract;
10.1.6 all necessary action has been taken (and not revoked) to authorise the execution and performance by the Service Provider of the Contract, the Contract is executed by a duly authorised representative of the Service Provider and the Contract constitutes valid and legally binding obligations of the Service Provider enforceable in accordance with the terms hereof, except as enforcement may be limited by any relevant bankruptcy, insolvency, administration or similar laws affecting creditors' rights generally;
10.1.7 the Service Provider has no direct or indirect conflict of interest with respect to the Contract or its appointment to provide the Services to the Employer hereunder and no such conflict of interest will arise during the Term;
10.1.8 any Intellectual Property subsisting in any works or materials of any nature developed, drawn, created or adapted by the Service Provider during the term of the Contract does not and will not, and the Employer's use of any such Intellectual Property does not and will not, infringe any other person's Intellectual Property and is not, and so far as any such rights are used for the Service Provider is aware will not be, purposes of this Agreement.
E. The Contractor undertakes to notify the subject Client forthwith of a claim or opposition from a person as any material change to title, validity, enforceability, entitlement to compensation or otherwise; and
10.1.9 all information supplied by the Service Provider in the Proposal is true and accurate in all respects as at the date status of the Proposal, save as otherwise disclosed in writing Contractor with regard to the Employer warranties, acknowledgements, representations and expressly acknowledged by the Employer prior undertakings as set out at clause 6A and to execution comply with all reasonable directions of the ContractClient with regard thereto which may include termination of this Agreement.
10.2 The Service Provider shall procure that there is no change in the control of the Service Provider without the prior written consent of the Employer, such consent not to be unreasonably withheld .
Appears in 1 contract
Samples: Goods and Services Contract
WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS. 10.1 A. The Service Provider representsContractor acknowledges, warrants warrants, represents and undertakes that:
10.1.1 1. it has complied the authority and in performing right under law to enter into, and to carry out its obligations and responsibilities under this Agreement and to supply the Contract will Goods hereunder;
2. it is entering into this Agreement with a full understanding of its material terms and risks and is capable of assuming those risks;
3. it is entering into this Agreement with a full understanding of its obligations with regard to taxation, employment, social and environmental protection and is capable of assuming and fulfilling those obligations;
4. it has acquainted itself with and shall comply with all applicable legal requirements or such other laws, rules and regulations including but not limited to those relating to business permitsrecommendations, work permits and licences that guidance or practices as may be required to provide affect the Services hereunder and those relating to employment law, employment supply of the Service Provider Staff or any of them, health Goods (to include manufacture and safety or taxationdistribution process) as they apply to the Contractor;
10.1.2 5. it will provide the services in a good has taken all and workmanlike manner with due skill, care and diligence, at a minimum consistent with the standards of care exercised by a nationally recognised provider of similar services and best industry practices for the performance of similar services, and in accordance with all applicable laws, rules and regulations and with the Contract;
10.1.3 it holds and at all times during the Term shall maintain all licences, permits and certifications required any action necessary to carry out the Services;
10.1.4 it will comply with and such policies as may be notified to it by the Employer from time to time and/or undergo any training as required by the Employer;
10.1.5 ensure that it has the power to execute and authority to enter into this Agreement;
6. the Contract status of the Contractor, as declared in the “Declaration as to Personal Circumstances of Tenderer” which confirms that none of the excluding circumstances listed in Regulation 57 of the Regulations apply to the Contractor, remains unchanged;
7. if applicable, it has inspected TG4’s premises, lands and perform facilities before submitting its Submission and has made appropriate enquiries so as to be satisfied in relation to all matters connected with the performance of its obligations hereunder, under this Agreement;
8. TG4 shall be under no obligation to purchase any minimum number or value of Goods.
B. The Contractor shall be and is not a party undertakes to be responsible for and to take due precautions for the safe custody of any other agreement or subject to any obligation under legislation or otherwise howsoever that would prohibit, restrict or limit in any way its performance Goods on his premises which are the property of the Services Contractor and shall insure the same against any form of loss or damage and the Contractor so acknowledges and confirms.
C. The Contractor confirms and undertakes that the Goods supplied will, at the time of delivery (and for the Guarantee Period), correspond to the description given by the Contractor in accordance with the Contract Submission (to include any samples furnished thereunder) and the Specification (Schedule B) and that the manufacture, distribution and processes employed will comply in all material respects with the representations made in the Submission. None of the provisions of the Sale of Goods Acts 1893 and 1980 shall be excluded or limited under this Agreement.
D. The Contractor undertakes to ensure that might enable another person to claim all and any necessary consents and/or licences are obtained and in place for the purposes of this Agreement. The Contractor hereby indemnifies TG4 and shall keep and hold TG4 harmless from and in respect of all and any liability loss damages claims costs or expenses which arise by reason of any breach of third party intellectual property rights in so far as any technologysuch rights are used for the purposes of this Agreement.
E. The Contractor undertakes and acknowledges that it is responsible for ensuring that all key personnel as specified in the Submission (“Key Personnel”), materials, data or information developed pursuant assigned by it to supply the Goods shall be available for the Term of this Agreement. The Contractor acknowledges that the Key Personnel are essential to the Contract;
10.1.6 all necessary action has been taken (and not revoked) proper supply of the Goods to authorise TG4. In the execution and performance event that any of the Key Personnel assigned by the Service Provider of the Contract, the Contract is executed by a duly authorised representative of the Service Provider and the Contract constitutes valid and legally binding obligations of the Service Provider enforceable in accordance with the terms hereof, except as enforcement may be limited by any relevant bankruptcy, insolvency, administration or similar laws affecting creditors' rights generally;
10.1.7 the Service Provider has no direct or indirect conflict of interest with respect to the Contract or its appointment Contractor to provide the Services Goods under this Agreement becomes unable to supply the Goods for whatever reason then, the Contractor acknowledges and undertakes that it shall immediately notify TG4 in writing of the inability of any Key Personnel and replace that person with a person of equivalent experience and expertise (“Replacement Personnel”). The Contractor shall provide to TG4 such details as TG4 may reasonably require in writing regarding any Replacement Personnel. TG4 shall have absolute discretion as to the Employer hereunder and no such conflict of interest will arise during the Term;
10.1.8 any Intellectual Property subsisting in any works or materials suitability of any nature developed, drawn, created or adapted by proposed Replacement Personnel.
F. The Contractor undertakes to notify TG4 forthwith of any material change to the Service Provider during the term status of the Contract does not and will not, and the Employer's use of any such Intellectual Property does not and will not, infringe any other person's Intellectual Property and is not, and so far as the Service Provider is aware will not be, the subject of a claim or opposition from a person as to title, validity, enforceability, entitlement to compensation or otherwise; and
10.1.9 all information supplied by the Service Provider in the Proposal is true and accurate in all respects as at the date of the Proposal, save as otherwise disclosed in writing Contractor with regard to the Employer warranties, acknowledgements, representations and expressly acknowledged by the Employer prior undertakings as set out in clause 6A and to execution comply with all reasonable directions of the ContractTG4 with regard thereto which may include termination of this Agreement.
10.2 The Service Provider shall procure that there is no change in the control of the Service Provider without the prior written consent of the Employer, such consent not to be unreasonably withheld .
Appears in 1 contract
Samples: Goods Contract
WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS. 10.1 The Service Provider 11.1 Each party represents, warrants and undertakes to the other that:
10.1.1 (a) it has complied and in performing the Contract will comply with all applicable laws, rules and regulations including but not limited to those relating to business permits, work permits and licences that may be required to provide the Services hereunder and those relating to employment law, employment of the Service Provider Staff or any of them, health and safety or taxation;
10.1.2 it will provide the services in a good and workmanlike manner with due skill, care and diligence, at a minimum consistent with the standards of care exercised by a nationally recognised provider of similar services and best industry practices for the performance of similar services, and in accordance with all applicable laws, rules and regulations and with the Contract;
10.1.3 it holds and at all times during the Term shall maintain all licences, permits and certifications required to carry out the Services;
10.1.4 it will comply with and such policies as may be notified to it by the Employer from time to time and/or undergo any training as required by the Employer;
10.1.5 it has the full power and authority to enter into and comply with its obligations under the Contract Order and neither entering into the Order nor the performance of its obligations under it will breach any other contract or legal restriction binding upon it;
(b) it has and shall at all times maintain all licenses, permissions, approvals, authorizations, consents and permits necessary for the performance of its obligations under the Order;
(c) it shall perform its obligations hereunderunder the Order strictly in accordance with all applicable laws and regulations;
(d) the performance of its obligations under the Order shall not infringe the intellectual property rights of any third party; and
(e) CYCLUPS represents, warrants and is undertakes to the Customer that it shall have full legal, beneficial and unencumbered title to the goods at the time of delivery to the Customer.
11.2 Customer represents, warrants and undertakes to CYCLUPS that:
(a) goods are being purchased solely for the purpose of general trade in a manner approved by CYCLUPS;
(b) its use, sale, supply and delivery of the goods and products incorporating the goods shall not infringe any patent or other intellectual property rights of CYCLUPS;
(c) it shall at all times keep the goods in a party to good and readily saleable condition and handle the goods with the required care and not commit or perform any other agreement act or subject to any obligation under legislation omission which may affect the quality or otherwise howsoever that would prohibit, restrict or limit safety of the goods;
(d) it shall not use the goods in any way its performance that may detrimentally affect the reputation of the Services in accordance with the Contract CYCLUPS or that might enable another person to claim any rights in any technology, materials, data or information developed pursuant to the Contract;
10.1.6 all necessary action has been taken (and not revoked) to authorise the execution and performance by the Service Provider of the Contract, the Contract is executed by a duly authorised representative of the Service Provider and the Contract constitutes valid and legally binding obligations of the Service Provider enforceable in accordance with the terms hereof, except as enforcement may be limited by any relevant bankruptcy, insolvency, administration or similar laws affecting creditors' rights generally;
10.1.7 the Service Provider has no direct or indirect conflict of interest with respect to the Contract or its appointment to provide the Services to the Employer hereunder and no such conflict of interest will arise during the Term;
10.1.8 any Intellectual Property subsisting in any works or materials of any nature developed, drawn, created or adapted by the Service Provider during the term of the Contract does not and will not, and the Employer's use of any such Intellectual Property does not and will not, infringe any other person's Intellectual Property and is not, and so far as the Service Provider is aware will not be, the subject of a claim or opposition from a person as to title, validity, enforceability, entitlement to compensation or otherwiseCYCLUPS’s brands; and
10.1.9 all information supplied by the Service Provider 11.3 All other warranties or conditions (whether express or implied) as to quality, condition, description, compliance with samples or fitness for purpose (whether statutory or otherwise) other than those expressly set out in the Proposal is true and accurate in all respects as at Order are excluded from the date of the Proposal, save as otherwise disclosed in writing Order to the Employer and expressly acknowledged fullest extent permitted by the Employer prior to execution of the Contractlaw.
10.2 The Service Provider 11.4 Customer shall procure that there is no change in the control indemnify and hold CYCLUPS harmless for any breach by it of the Service Provider without the prior written consent of the Employer, such consent not to be unreasonably withheld this Article 11.
Appears in 1 contract
Samples: General Terms and Conditions of Sale
WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS. 10.1 A. The Service Provider representsContractor acknowledges, warrants warrants, represents and undertakes that:
10.1.1 : 1. it has complied the authority and in performing the Contract will comply with all applicable lawsright under law to enter into, rules and regulations including but not limited to those relating to business permits, work permits carry out its obligations and licences that may be required responsibilities under this Agreement and to provide the Services hereunder hereunder; 2. it is entering into this Agreement with a full understanding of its material terms and risks and is capable of assuming those relating risks; 3. it is entering into this Agreement with a full understanding of its obligations with regard to employment lawtaxation, employment employment, social and environmental protection and is capable of assuming and fulfilling those obligations; 4. it has acquainted itself with and shall comply with all legal requirements or such other laws, recommendations, guidance or practices as may affect the provision of the Service Provider Staff Services as they apply to the Contractor; 5. it has taken all and any action necessary to ensure that it has the power to execute and enter into this Agreement; 6. none of the excluding circumstances listed in Regulation 57 of the European Union (Award of Public Authority Contracts) Regulations 2016 (the “Regulations”) apply to the Contractor; 7. it owns, has obtained or any of themis able to obtain, health and safety or taxation;
10.1.2 it will provide the services valid licences for all Intellectual Property Rights (as defined in a good and workmanlike manner with due skill, care and diligence, at a minimum consistent with the standards of care exercised by a nationally recognised provider of similar services and best industry practices clause 6 below) that are necessary for the performance of similar services, and in accordance with all applicable laws, rules and regulations and with the Contract;
10.1.3 it holds and at all times during the Term shall maintain all licences, permits and certifications required to carry out the Services;
10.1.4 it will comply with and such policies as may be notified to it by the Employer from time to time and/or undergo any training as required by the Employer;
10.1.5 it has the power and authority to enter into the Contract and perform its obligations hereunder, under this Agreement and is not a party for DoJ to any other agreement or subject to any obligation under legislation or otherwise howsoever that would prohibit, restrict or limit in any way its performance obtain the benefit of the Services in accordance for its business purposes; 8. Delete and replace with “Not Used” if not applicable: Not Used; 9. it retains and shall maintain for the Contract Term insurances as follows [ ]. The Contractor undertakes to advise DoJ forthwith of any material change to its insured status, to produce proof of current premiums paid upon written request and where required produce valid certificates of insurance for inspection. The Contractor shall carry out all directions of DoJ with regard to compliance with this clause 4A.9; and 10. DoJ shall be under no obligation to purchase any minimum number or that might enable another person value of Services.
B. The Contractor undertakes to claim notify DoJ forthwith of any rights in any technology, materials, data or information developed pursuant material change to the Contract;
10.1.6 all necessary action has been taken (and not revoked) to authorise the execution and performance by the Service Provider status of the Contract, the Contract is executed by a duly authorised representative of the Service Provider and the Contract constitutes valid and legally binding obligations of the Service Provider enforceable in accordance Contractor with the terms hereof, except as enforcement may be limited by any relevant bankruptcy, insolvency, administration or similar laws affecting creditors' rights generally;
10.1.7 the Service Provider has no direct or indirect conflict of interest with respect regard to the Contract or its appointment warranties, acknowledgements, representations and undertakings as set out at clause 4A and to provide the Services to the Employer hereunder and no such conflict comply with all reasonable directions of interest will arise during the Term;
10.1.8 any Intellectual Property subsisting in any works or materials DoJ with regard thereto which may include termination of any nature developed, drawn, created or adapted by the Service Provider during the term of the Contract does not and will not, and the Employer's use of any such Intellectual Property does not and will not, infringe any other person's Intellectual Property and is not, and so far as the Service Provider is aware will not be, the subject of a claim or opposition from a person as to title, validity, enforceability, entitlement to compensation or otherwise; and
10.1.9 all information supplied by the Service Provider in the Proposal is true and accurate in all respects as at the date of the Proposal, save as otherwise disclosed in writing to the Employer and expressly acknowledged by the Employer prior to execution of the Contractthis Agreement.
10.2 The Service Provider shall procure that there is no change in the control of the Service Provider without the prior written consent of the Employer, such consent not to be unreasonably withheld .
Appears in 1 contract
Samples: Services Agreement
WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS. 10.1 The Service Provider represents7.1 For so long as it is acting as Administrator under this Agreement, warrants the Administrator hereby warrants, undertakes and undertakes that:
10.1.1 it has complied and represents in performing the Contract will comply with all applicable laws, rules and regulations including but not limited to those relating to business permits, work permits and licences that may be required to provide the Services hereunder and those relating to employment law, employment favour of the Service Provider Staff or any Debt Guarantor that on the Signature Date and thereafter on each day for the duration of them, health this Agreement that –
7.1.1 it is validly incorporated and safety or taxationexisting as a duly registered company in South Africa;
10.1.2 it will provide the services in a good and workmanlike manner with due skill, care and diligence, at a minimum consistent with the standards of care exercised by a nationally recognised provider of similar services and best industry practices for the performance of similar services, and in accordance with all applicable laws, rules and regulations and with the Contract;
10.1.3 it holds and at all times during the Term shall maintain all licences, permits and certifications required to carry out the Services;
10.1.4 it will comply with and such policies as may be notified to it by the Employer from time to time and/or undergo any training as required by the Employer;
10.1.5 7.1.2 it has the power and authority necessary legal capacity to enter into the Contract and perform its obligations hereunder, under this Agreement and is not a party to any other agreement or subject to any obligation under legislation or otherwise howsoever that would prohibit, restrict or limit in any way its performance of the Services in accordance with the Contract or that might enable another person to claim any rights in any technology, materials, data or information developed pursuant to the Contract;
10.1.6 has taken all necessary corporate and/or internal action has been taken (and not revoked) to authorise the execution and performance by of this Agreement and this Agreement constitutes the Service Provider of the Contractlegal, the Contract is executed by a duly authorised representative of the Service Provider valid, binding and the Contract constitutes valid and legally binding enforceable obligations of the Service Provider enforceable Administrator;
7.1.3 it has the necessary experience, skill and expertise to perform the Administration Services in accordance terms of this Agreement and it shall at all times perform the Administration Services in a proper manner as may be expected from such properly experienced person, making such experience, skill and expertise fully available to the Debt Guarantor;
7.1.4 it is aware that the Debt Guarantor is and will be relying on the Administrator's experience, skill and expertise in performing the Administration Services;
7.1.5 without prejudice to its rights, title and interests in any other capacity, it has, in its capacity as Administrator, no beneficial rights, title or interest in and to any of the information or data generated as a result of or in connection with the performance by the Administrator of the Administration Services in terms hereofof this Agreement or, except in its capacity as enforcement may be limited by any relevant bankruptcy, insolvency, administration or similar laws affecting creditors' rights generallyAdministrator;
10.1.7 7.1.6 in the Service Provider has no direct execution of this Agreement and the performance by it of its obligations hereunder, it will not contravene any law or indirect conflict regulation to which the Administrator is subject or any provision of interest with respect the MOI;
7.1.7 it is in possession of all licences, consents, authorisations and the like necessary for it to the Contract or its appointment to lawfully provide the Administration Services to the Employer hereunder and no such conflict of interest will arise during the Termkeep in force all licences, approvals, authorisations and consents;
10.1.8 7.1.8 it will give sufficient time and attention to, and will exercise due diligence, skill and care in the performance of, the Administration Services at least in such a manner as if the Administration Services are being performed in the conduct of the Administrator's own business;
7.1.9 it will comply with any Intellectual Property subsisting in reasonable and lawful directions, orders and instructions which the Directors and the Debt Guarantor may from time to time give to it, which do not conflict with the Debt Guarantor's obligations under any works or materials of any nature developed, drawn, created or adapted agreements to which it is a party;
7.1.10 all documentation executed by the Service Provider during Administrator in connection with the term Administration Services on behalf of the Contract does not Debt Guarantor, shall be properly executed by person/s duly authorised thereto and, where necessary, shall be properly registered and will not, and the Employer's use of any such Intellectual Property does not and will not, infringe any other person's Intellectual Property and is not, and so far as the Service Provider is aware will not be, the subject of a claim or opposition from a person as to title, validity, enforceability, entitlement to compensation or otherwisestamped; and
10.1.9 7.1.11 it has disclosed to the Debt Guarantor all information supplied which may reasonably be regarded as material by entities in a like or similar position to that of the Debt Guarantor.
7.2 The Administrator gives the Debt Guarantor the warranties in clause 7.1 above on the basis that this Agreement is entered into by the Service Provider in the Proposal Debt Guarantor relying on such warranties, each of which is true and accurate in all respects as at the date of the Proposal, save as otherwise disclosed in writing to the Employer and expressly acknowledged by the Employer prior to execution of the Contract.
10.2 The Service Provider shall procure that there is no change in the control of the Service Provider without the prior written consent of the Employer, such consent not deemed to be unreasonably withheld a material warranty inducing the Debt Guarantor to enter into this Agreement.
Appears in 1 contract
Samples: Debt Guarantor Management Agreement (Net 1 Ueps Technologies Inc)
WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS. 10.1
16.1 The Service Provider representswarrants, warrants represents and undertakes to DGHP that:
10.1.1 16.1.1 it has complied and in performing the Contract will comply with all applicable laws, rules and regulations including but not limited to those relating to business permits, work permits and licences that may be required to provide the Services hereunder and those relating to employment law, employment of the Service Provider Staff or any of them, health and safety or taxation;
10.1.2 it will provide the services in a good and workmanlike manner with due skill, care and diligence, at a minimum consistent with the standards of care exercised by a nationally recognised provider of similar services and best industry practices for the performance of similar services, and in accordance with all applicable laws, rules and regulations and with the Contract;
10.1.3 it holds and at all times during the Term shall maintain all licences, permits and certifications required to carry out the Services;
10.1.4 it will comply with and such policies as may be notified to it by the Employer from time to time and/or undergo any training as required by the Employer;
10.1.5 it has the power full capacity and authority and all necessary consents to enter into the Contract and to perform its obligations hereunder, and is not a party to any other agreement or subject to any obligation under legislation or otherwise howsoever that would prohibit, restrict or limit in any way its performance of the Services in accordance with the Contract or that might enable another person to claim any rights in any technology, materials, data or information developed pursuant to the Contractthis Agreement;
10.1.6 all necessary action has been taken (and not revoked) to authorise the execution and performance by the Service Provider of the Contract, the Contract 16.1.2 this Agreement is executed by a duly authorised representative of the Service Provider;
16.1.3 in entering into this Agreement it has not committed any Fraud;
16.1.4 all information, statements, warranties and representations contained in the Response and (unless otherwise agreed by DGHP in writing) any other document which resulted in the award to the Service Provider of this Agreement are true, accurate, and not misleading save as may have been specifically disclosed in writing to DGHP prior to the Contract constitutes valid execution of this Agreement and legally binding it will promptly advise DGHP in writing of any fact, matter or circumstance of which it may become aware which would render any such information, statement, warranty or representation to be false or misleading if repeated;
16.1.5 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 this Agreement;
16.1.6 to take all necessary steps to ensure that the supply, possession and use of the Services (including any Materials produced in the course of the Services) do not infringe any Third Party rights including any Third Party Intellectual Property Rights;
16.1.7 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 this Agreement;
16.1.8 no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress, or, to the best of its knowledge and belief pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Agreement;
16.1.9 it is not subject to any contractual obligation, compliance with which will be likely to have an adverse effect on the Service Provider's ability to perform the Service Provider's obligations under this Agreement;
16.1.10 in connection with the exercise of the Service Provider's rights and performance of its obligations pursuant to this Agreement it will at all times use all reasonable endeavours to meet or exceed the KPI Requirements;
16.1.11 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 Service Provider enforceable in accordance with or for its dissolution or for the terms hereofappointment of a receiver, except as enforcement may be limited by any relevant bankruptcyadministrative receiver, insolvencyliquidator, administration manager, administrator or similar laws affecting creditors' rights generally;officer in relation to any of the Service Provider's assets or revenue; and
10.1.7 16.1.12 in the three (3) years prior to the date of this Agreement (or, if the Service Provider has no direct been in existence for less than three (3) years, in the whole of such shorter period) it has:
16.1.12.1 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
16.1.12.2 it has not performed any act or indirect conflict of interest made any omission with respect to its financial accounting or reporting which could have an adverse effect on the Contract Service Provider's position as an on-going business concern or its appointment ability to provide the Services to the Employer hereunder and no such conflict of interest will arise during the Term;
10.1.8 any Intellectual Property subsisting in any works or materials of any nature developed, drawn, created or adapted by the Service Provider during the term of the Contract does not and will not, and the Employer's use of any such Intellectual Property does not and will not, infringe any other person's Intellectual Property and is not, and so far as the Service Provider is aware will not be, the subject of a claim or opposition from a person as to title, validity, enforceability, entitlement to compensation or otherwise; and
10.1.9 all information supplied by the Service Provider in the Proposal is true and accurate in all respects as at the date of the Proposal, save as otherwise disclosed in writing to the Employer and expressly acknowledged by the Employer prior to execution of the Contractfulfil its obligations under this Agreement.
10.2 16.2 The Service Provider shall procure that there is no promptly notify DGHP in writing:
16.2.1 of any material detrimental change in the control financial standing and/or credit rating of the Service Provider;
16.2.2 if the Service Provider without undergoes a change of control within the prior written consent meaning of section 450 of the EmployerCorporation Tax Act 2010 (a "Change of Control"); and
16.2.3 provided this does not contravene any Law, such consent of any circumstances suggesting that a Change of Control is planned or in contemplation.
16.3 For the avoidance of doubt, the fact that any provision within this Agreement is expressed as a warranty shall not to be unreasonably withheld preclude any right of termination DGHP may have in respect of breach of that provision by the Service Provider.
Appears in 1 contract
Samples: Legal Services Framework Agreement
WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS. 10.1 A. The Service Provider representsContractor acknowledges, warrants warrants, represents and undertakes that:
10.1.1 : 1. it has complied the authority and in performing right under law to enter into, and to carry out its obligations and responsibilities under this Agreement and to supply the Contract will Goods hereunder; 2. it is entering into this Agreement with a full understanding of its material terms and risks and is capable of assuming those risks; 3. it is entering into this Agreement with a full understanding of its obligations with regard to taxation, employment, social and environmental protection and is capable of assuming and fulfilling those obligations; 4. it has acquainted itself with and shall comply with all applicable legal requirements or such other laws, rules and regulations including but not limited to those relating to business permitsrecommendations, work permits and licences that guidance or practices as may be required to provide affect the Services hereunder and those relating to employment law, employment supply of the Service Provider Staff or Goods (to include manufacture and distribution process) as they apply to the Contractor; 5. it has taken all and any of them, health and safety or taxation;
10.1.2 it will provide the services in a good and workmanlike manner with due skill, care and diligence, at a minimum consistent with the standards of care exercised by a nationally recognised provider of similar services and best industry practices for the performance of similar services, and in accordance with all applicable laws, rules and regulations and with the Contract;
10.1.3 it holds and at all times during the Term shall maintain all licences, permits and certifications required action necessary to carry out the Services;
10.1.4 it will comply with and such policies as may be notified to it by the Employer from time to time and/or undergo any training as required by the Employer;
10.1.5 ensure that it has the power to execute and authority to enter into this Agreement; 6 the Contract status of the Contractor, as declared in the “Declaration as to Personal Circumstances of Tenderer” dated [Insert Date] which confirms that none of the excluding circumstances listed in Article 57 of EU Directive 2014/24/EU apply to the Contractor, remains unchanged; 7. Delete and perform replace with “Not Used” if not applicable: it has inspected the Client’s premises, lands and facilities before submitting its Submission and has made appropriate enquiries so as to be satisfied in relation to all matters connected with the performance of its obligations hereunder, under this Agreement; 8. the Client shall be under no obligation to purchase any minimum number or value of Goods.
B. The Contractor shall be and is not a party undertakes to be responsible for and to take due precautions for the safe custody of any other agreement or subject to any obligation under legislation or otherwise howsoever that would prohibit, restrict or limit in any way its performance Goods on his premises which are the property of the Services Contractor and shall insure the same against any form of loss or damage and the Contractor so acknowledges and confirms.
C. The Contractor confirms and undertakes that the Goods supplied will, at the time of delivery (and for the Guarantee Period), correspond to the description given by the Contractor in accordance with the Contract Submission (to include any samples furnished thereunder) and the Specification (Schedule B) and that the manufacture, distribution and processes employed will comply in all material respects with the representations made in the Submission. None of the provisions of the Sale of Goods Acts 1893 and 1980 shall be excluded or limited under this Agreement.
D. The Contractor undertakes to ensure that might enable another person to claim all and any necessary consents and/or licences are obtained and in place for the purposes of this Agreement. The Contractor hereby indemnifies the Client and shall keep and hold the Client harmless from and in respect of all and any liability loss damages claims costs or expenses which arise by reason of any breach of third party intellectual property rights in any technology, materials, data or information developed pursuant to the Contract;
10.1.6 all necessary action has been taken (and not revoked) to authorise the execution and performance by the Service Provider of the Contract, the Contract is executed by a duly authorised representative of the Service Provider and the Contract constitutes valid and legally binding obligations of the Service Provider enforceable in accordance with the terms hereof, except as enforcement may be limited by any relevant bankruptcy, insolvency, administration or similar laws affecting creditors' rights generally;
10.1.7 the Service Provider has no direct or indirect conflict of interest with respect to the Contract or its appointment to provide the Services to the Employer hereunder and no such conflict of interest will arise during the Term;
10.1.8 any Intellectual Property subsisting in any works or materials of any nature developed, drawn, created or adapted by the Service Provider during the term of the Contract does not and will not, and the Employer's use of any such Intellectual Property does not and will not, infringe any other person's Intellectual Property and is not, and so far as any such rights are used for the Service Provider is aware will not be, purposes of this Agreement.
E. The Contractor undertakes to notify the subject Client forthwith of a claim or opposition from a person as any material change to title, validity, enforceability, entitlement to compensation or otherwise; and
10.1.9 all information supplied by the Service Provider in the Proposal is true and accurate in all respects as at the date status of the Proposal, save as otherwise disclosed in writing Contractor with regard to the Employer warranties, acknowledgements, representations and expressly acknowledged by the Employer prior undertakings as set out in clause 6A and to execution comply with all reasonable directions of the ContractClient with regard thereto which may include termination of this Agreement.
10.2 The Service Provider shall procure that there is no change in the control of the Service Provider without the prior written consent of the Employer, such consent not to be unreasonably withheld .
Appears in 1 contract
Samples: Goods Contract
WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS. 10.1 The Service Provider represents17.1 Each party warrants, warrants represents and undertakes that:
10.1.1 (a) it has complied and in performing the Contract will comply with all applicable laws, rules and regulations including but not limited to those relating to business permits, work permits and licences that may be required to provide the Services hereunder and those relating to employment law, employment of the Service Provider Staff or any of them, health and safety or taxation;
10.1.2 it will provide the services in a good and workmanlike manner with due skill, care and diligence, at a minimum consistent with the standards of care exercised by a nationally recognised provider of similar services and best industry practices for the performance of similar services, and in accordance with all applicable laws, rules and regulations and with the Contract;
10.1.3 it holds and at all times during the Term shall maintain all licences, permits and certifications required to carry out the Services;
10.1.4 it will comply with and such policies as may be notified to it by the Employer from time to time and/or undergo any training as required by the Employer;
10.1.5 it has the power full capacity and authority to enter into the Contract and perform its obligations hereunderthis Contract; and
(b) it shall comply with all Applicable Laws relating to anti-bribery and anti-corruption ("Relevant Requirements") and it has and shall maintain in place throughout the Term all policies and procedures necessary to ensure compliance with the Relevant Requirements.
17.2 SMRT warrants, represents and is not a party to any other agreement or subject to any obligation under legislation or otherwise howsoever undertakes that would prohibit, restrict or limit in any way its performance the use by Supplier of the Services in accordance with the Contract or that might enable another person to claim any rights in any technology, materials, data or information developed pursuant to the Contract;
10.1.6 all necessary action has been taken (and not revoked) to authorise the execution and performance by the Service Provider of the Contract, the Contract is executed by a duly authorised representative of the Service Provider and the Contract constitutes valid and legally binding obligations of the Service Provider enforceable SMRT Items in accordance with the terms hereofof this Contract and SMRT's instructions will not infringe the rights, except as enforcement may be limited by including any relevant bankruptcyIntellectual Property Rights, insolvencyof any other person.
17.3 Supplier warrants, administration or similar laws affecting creditors' rights generally;represents and undertakes that:
10.1.7 (a) it has the Service Provider has no direct or indirect conflict of interest with respect to the Contract or its appointment necessary capacity and capability to provide the Services Goods and/or Services, including the appropriate skill, experience, facilities, personnel, equipment, software, technological knowledge, expertise, and all other resources required to the Employer hereunder and no such conflict of interest will arise during the Termdo so;
10.1.8 (b) it shall provide the Goods and/or Services in accordance with all Applicable Laws;
(c) the receipt, use and onward supply of the Goods and/or Services by SMRT Group companies and their respective officers, directors, employees, subcontractors, customers, agents, successors and assigns shall not infringe the rights, including any Intellectual Property subsisting in any works or materials Rights, of any nature developed, drawn, created or adapted by the Service Provider during the term of the Contract does not and will not, and the Employer's use of any such Intellectual Property does not and will not, infringe any other person's Intellectual Property and ;
(d) neither entering into this Contract nor the performance of or compliance with it nor procuring this will breach any other contract or legal restriction binding on it or its assets or undertakings;
(e) all Goods shall be warranted against all defects arising from or relating to design, materials, workmanship, delivery, installation or manufacturing for twelve (12) months from the date of delivery or commissioning, whichever is not, and so far as the Service Provider is aware will not be, the subject of a claim or opposition from a person as to title, validity, enforceability, entitlement to compensation or otherwiselater; and
10.1.9 (f) all information supplied by the Service Provider in the Proposal is true and accurate in Deliverables shall be warranted against all respects as at defects arising from or relating to design, materials, workmanship, delivery, installation or manufacturing for twelve (12) months from the date of delivery or commissioning or from the Proposal, save as otherwise disclosed in writing to the Employer and expressly acknowledged by the Employer prior to execution date of completion of the Contract.
10.2 The Service Provider shall procure that there is no change in the control performance of the Service Provider without Services, whichever is the prior written consent of the Employer, such consent not to be unreasonably withheld later.
Appears in 1 contract
Samples: Supply Contract
WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS. 10.1 The Service Provider represents17.1 Without prejudice to any other warranties expressed elsewhere in this Contract or implied by law, warrants the Contractor warrants, represents and undertakes to the Authority and the other Service Recipients that:
10.1.1 it 17.1.1 the Contractor has complied the full capacity and in performing the Contract will comply with authority and all applicable lawsnecessary licences, rules and regulations including but not limited to those relating to business permits, work permits permissions, powers and licences that may be required consents (including, where its procedures so require, the consent of its Holding Company) to provide the Services hereunder enter into and those relating to employment law, employment of the Service Provider Staff or any of them, health and safety or taxation;
10.1.2 it will provide the services in a good and workmanlike manner with due skill, care and diligence, at a minimum consistent with the standards of care exercised by a nationally recognised provider of similar services and best industry practices for the performance of similar services, and in accordance with all applicable laws, rules and regulations and with the perform this Contract;
10.1.3 it holds 17.1.2 the representations and at all times during other statements contained within the Term shall maintain all licences, permits Contractor Solution are accurate in every respect and certifications may be fully relied upon by the Authority and the other Service Recipients;
17.1.3 the Contractor is aware of the purposes for which the Services are required to carry out and acknowledges that the Authority is reliant upon the Contractor's expertise and knowledge in the provision of the Services;
10.1.4 17.1.4 the Contractor is entering into this Contract as principal and not as agent for any person and that it will comply with and such policies act as may be notified to it by the Employer from time to time and/or undergo any training as required by the Employer;
10.1.5 it has the power and authority to enter into the Contract and perform an independent contractor in carrying out its obligations hereunder, and is not a party to any other agreement or subject to any obligation under legislation or otherwise howsoever that would prohibit, restrict or limit in any way its performance of the Services in accordance with the Contract or that might enable another person to claim any rights in any technology, materials, data or information developed pursuant to the this Contract;
10.1.6 all necessary action has been taken (and not revoked) to authorise the execution and performance by the Service Provider of the Contract, the 17.1.5 this Contract is executed by a duly authorised representative of the Service Provider Contractor;
17.1.6 all materials, equipment and goods used or supplied by the Contractor in connection with this Contract constitutes valid and legally binding obligations (including the CCTV Equipment) will be of satisfactory quality within the meaning of the Service Provider enforceable Sale of Goods Act 1979 (as amended), sound in accordance design and in conformance in all respects with the terms hereofStatement of Requirements; and
17.1.7 all documents, except as enforcement may be limited drawings, computer software and any other work prepared or developed by any relevant bankruptcy, insolvency, administration the Contractor or similar laws affecting creditors' rights generally;
10.1.7 the Service Provider has no direct or indirect conflict of interest with respect supplied to the Authority under this Contract or its appointment to provide the Services to the Employer hereunder and no such conflict of interest will arise during the Term;
10.1.8 not infringe any Intellectual Property subsisting in Rights or any works other legal or equitable right of any person.
17.2 The Contractor warrants that to the extent the Contractor either is obliged to specify or approve products or materials of any nature developedfor use in the Services or does so specify or approve, drawn, created or adapted by the Service Provider during the term of the Contract Contractor does not and will notspecify, and approve or use any products or materials which are generally known within the Employer's construction industry to be deleterious at the time of use of any such Intellectual Property does not and will not, infringe any other person's Intellectual Property and is not, and so far as the Service Provider is aware will not be, the subject of a claim or opposition from a person as to title, validity, enforceability, entitlement to compensation or otherwise; and
10.1.9 all information supplied by the Service Provider in the Proposal is true and accurate particular circumstances in all respects which they are used, or those identified as potentially hazardous in or not in conformity with:
17.2.1 the guidance given in the edition current at the date of specification, approval and/or use of the Proposalpublication entitled “Good Practice in the Selection of Construction Materials” (published by the British Council for Offices) other than the recommendations for good practice contained in Section 2 of that report;
17.2.2 relevant British or European Standards or Codes of Practice; or
17.2.3 any publications of the Building Research Establishment related to the specification of products or materials, save as otherwise disclosed and if in the performance of its duties under this Contract, the Contractor becomes aware that he or any other person has specified or used, or authorised or approved the specification or use by others of, any such products or materials, the Contractor shall notify the Authority in writing to immediately.
17.3 Each warranty and obligation in this Clause 17 will be construed as a separate warranty or obligation (as the Employer case may be) and expressly acknowledged will not be limited or restricted by reference to, or reference from, the Employer prior to execution terms of the any other such warranty or obligation or any other term of this Contract.
10.2 17.4 The Service Provider shall procure that there is no change in the control provisions of the Service Provider without the prior written consent this Clause 17 will continue notwithstanding termination of the Employer, such consent not to be unreasonably withheld this Contract.
Appears in 1 contract
WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS. 10.1 6.1 The Service Provider representsCompany and each of the Relevant Persons gives the Subscriber the warranties, warrants representations and undertakings (collectively “Warranties” and each a “Warranty”) in 6.2 on the basis that -
6.1.1 notwithstanding that the Subscriber is or should be aware that any Warranty is or may be incorrect, this Agreement is entered into by the Subscriber relying on the Warranties, each of which is deemed to be both a material representation inducing the Subscriber to enter into this Agreement and an essential contractual undertaking by the Company and Harmony to ensure that the Warranty is true and correct;
6.1.2 each Warranty shall be deemed to be material;
6.1.3 insofar as any Warranty is promissory or relates to a future event, such Warranty shall be deemed conclusively to have been given as at the due date for fulfilment of the promise or for the happening of the event, as the case may be and, to the extent that any Warranty is expressed in an inappropriate tense, such Warranty shall be construed and read in the appropriate tense;
6.1.4 each Warranty shall be a separate and independent warranty and shall not be limited by any reference to, or inference from, the terms of any other Warranty or by any other provision in this Agreement; and
6.1.5 save as expressly otherwise provided for in this Agreement, each Warranty shall be given as at the Signature Date, the Subscription Date and on each day for so long as any of the Preference Shares remains in issue.
6.2 The Company and each Relevant Person warrants, represents and undertakes in favour of the Subscriber that:, save as otherwise provided for, or contemplated in, the Financing Agreements –
10.1.1 6.2.1 it has complied the legal capacity and the power to own its Assets and carry on its business or activities as it is presently being conducted;
6.2.2 it has -
6.2.2.1 the legal capacity and power to enter into and perform; and
6.2.2.2 taken all necessary actions (whether corporate, internal or otherwise) to authorise its entry into and, as from the Subscription Date, its performance of, the Financing Agreements to which it is a party;
6.2.3 the obligations expressed to be assumed by it under the Financing Agreements to which it is a party are legal and valid and, as from the Subscription Date, are binding on, and enforceable against it;
6.2.4 the entry into of the Financing Agreements to which it is a party and the performance of its obligations thereunder does not, and will not, -
6.2.4.1 contravene any Applicable Law; and/or
6.2.4.2 contravene any provision of its memorandum or articles of association; and/or
6.2.4.3 contravene, violate, cause a default and/or breach of the terms of, and/or otherwise conflict with any contract, agreement, indenture, mortgage or other instrument of any kind to which it is a party or by which it may be bound or which is binding upon its Assets;
6.2.4.4 cause any borrowing, negative pledge or other limitation on it or any Relevant Person or the powers of the directors or other officers of it or of any Relevant Person to be exceeded or allow a person to accelerate or cancel an obligation with respect to any Indebtedness of it or any Relevant Person;
6.2.5 as at the Signature Date, all material authorisations, consents, approvals, resolutions, licences, exemptions, filings and registrations required for the conduct by it and each of the Relevant Persons of its business have been obtained and are of full force and effect;
6.2.6 the entering into by it and each Relevant Person of the Financing Agreements to which it is a party do not and shall not give rise to any authorisation, consent, approval, resolution, licence, exemption, filing or registration referred to in performing 6.2.5 being suspended, cancelled, revoked or not being renewed or only being renewed on terms less favourable to it or any Relevant Person;
6.2.7 save for any Indebtedness preferred solely by virtue of the Contract will comply operation of law, its payment obligations under the Financing Agreements (other than only for the Company’s obligations under the Preference Share Terms) rank at least pari passu in right and priority of payment with all applicable lawsunsecured and unsubordinated Indebtedness that it may have;
6.2.8 as at the Signature Date, rules no “Redemption Event” (as defined in the Preference Share Terms) has occurred or is continuing and regulations including but not limited to those relating to business permits, work permits and licences no event that may be required to provide the Services hereunder and those relating to employment law, employment is a breach of or default under any of the Service Provider Staff Financing Agreements has occurred and is continuing;
6.2.9 as at the Signature Date, insofar as it is aware or ought reasonably to have been aware after having made all reasonable and diligent enquiries, nothing has occurred which is, or is reasonably likely to be, a Material Adverse Event;
6.2.10 as at the Signature Date, no litigation, arbitration, administrative or other proceedings which are, or are reasonably likely (either by itself or together with any other proceedings) to be, a Material Adverse Event, are current or pending or (to the best of its knowledge, information or belief) threatened against it, any Relevant Person or any of them, health and safety or taxationtheir respective Assets;
10.1.2 6.2.11 it will provide the services in a good and workmanlike manner with due skill, care and diligence, at a minimum consistent with the standards of care exercised by a nationally recognised provider of similar services and best industry practices for the performance of similar services, and in accordance with all applicable laws, rules and regulations and with the Contracteach Relevant Person -
6.2.11.1 has no Indebtedness other than Permitted Indebtedness;
10.1.3 it holds and at all times during the Term shall maintain all licences, permits and certifications required to carry out the Services;
10.1.4 it will comply with and such policies as may be notified to it by the Employer from time to time and/or undergo any training as required by the Employer;
10.1.5 it has the power and authority to enter into the Contract and perform its obligations hereunder, and 6.2.11.2 is not a party to, nor is it or any of its Assets bound or affected by, any consent, agreement or instrument under which it is, or in certain circumstances (including the entry into of the Financing Agreements and/or performance by it and each Relevant Person of its obligations thereunder) may be, required to, create, assume or permit to arise any Indebtedness other than Permitted Indebtedness; or
6.2.11.3 is not liable to any third party as guarantor, surety or any similar capacity other than as contemplated by the Financing Agreements and other than as separately disclosed by Harmony to the Subscriber, in writing, prior to the Signature Date;
6.2.12 none of the Assets of it or of any Relevant Person or shares in the Company or any Relevant Person are encumbered other than by way of a Permitted Encumbrance and none of it or any of the Relevant Persons is a party to, nor is it or any of its Assets bound or affected by, any consent, agreement or subject instrument under which it or any Relevant Person is, or in certain circumstances (including the entry into of the Financings Agreements and/or performance of its obligations thereunder) may be, required to create, assume or permit to arise any Encumbrance other than a Permitted Encumbrance;
6.2.13 all financial and other information furnished by it and by any Relevant Person to the Subscriber (whether in terms of, or pursuant to any obligation of the Financing Agreements or otherwise) does not contain any factual statements which are incorrect or omit to state any fact, the omission of which makes the statements therein, in the light of the circumstances under legislation or otherwise howsoever that would prohibitwhich they were made, restrict or limit misleading in any way material respect;
6.2.14 its performance of most recent Financial Statements which were provided to the Services Subscriber were prepared in accordance with IFRS consistently applied and give a true and fair view of its results of operations for the Contract period to which they relate and its state of affairs at the end of such period and, in particular, disclose or that might enable another person reserve against and provide for all liabilities (actual or contingent);
6.2.15 as at the Signature Date, since the provision to claim any rights the Subscriber of the most recent Financial Statements referred to in 6.2.14, there has been no event which has resulted in, or is reasonably likely to require, the restatement of such Financial Statements;
6.2.16 it and each Relevant Person shall not, in any technologyjurisdiction, materialsclaim for itself or its Assets immunity from suit, data execution, attachment or information developed pursuant other legal process whatsoever or wheresoever;
6.2.17 the execution by it and each of the Relevant Persons of the Financing Agreements constitutes, and its exercise of its rights and performance of its obligations thereunder will constitute, private and commercial acts done and performed for private and commercial purposes;
6.2.18 it is not (nor would it with the giving of notice or the lapse of time or the satisfaction or non-satisfaction of any other condition or any combination thereof be) in breach of, or in default under, the Financing Agreements to which it is a party;
6.2.19 it is solvent and in a position to pay its debts and meet its other obligations as and when they fall due in the normal course of business and has not committed any act which, if it were a natural person, would be an act of insolvency as defined in the Insolvency Act, 24 of 1936;
6.2.20 as at the Signature Date, no “Insolvency Event” (as defined in the Preference Share Terms) has occurred in relation to it;
6.2.21 it is acting as principal and is not entering into the Financing Agreements to which it is a party as agent for any other party;
6.2.22 there have been no applications, steps, proceedings or orders for the deregistration, winding-up, liquidation, judicial management or administration of it, whether provisional or final;
6.2.23 as at the Signature Date, it and each Relevant Person has not breached any Applicable Law binding on it, where such breach is, or is reasonably likely to be, a Material Adverse Event;
6.2.24 it and each of the Relevant Persons has -
6.2.24.1 delivered or caused to be delivered all returns for Taxes which are now due to the Contractappropriate governmental or regulatory authority (including the South African Revenue Services);
10.1.6 6.2.24.2 paid and discharged all necessary action has been taken (and not revoked) to authorise the execution and performance Taxes payable by the Service Provider of the Contract, the Contract is executed by a duly authorised representative of the Service Provider and the Contract constitutes valid and legally binding obligations of the Service Provider enforceable it when due;
6.2.24.3 made appropriate provision in accordance with IFRS for amounts likely to be payable in respect of Tax; and
6.2.24.4 withheld and collected all Taxes required to be withheld and collected by it and remitted such Taxes to the terms hereofappropriate governmental or regulatory authority (including the South African Revenue Services), except as enforcement may be limited by any relevant bankruptcyand no assessment or appeal is, insolvencyto its knowledge (having made reasonable and diligent enquiry), administration being asserted or similar laws affecting creditors' rights generally;
10.1.7 the Service Provider has no direct or indirect conflict of interest processed with respect to such returns, Taxes or obligation;
6.2.25 has not and shall not conduct any business or activity other than as reflected in its memorandum of association;
6.2.26 insofar as the Contract Company is concerned and save as otherwise provided for in the Financing Agreements, it has not and shall not amend its memorandum or its appointment articles of association in any manner that would or could prejudice the rights or interests of the Subscriber or the holder of any Preference Share, or propose or adopt any resolution or otherwise purport to provide the Services do so;
6.2.27 it has fully disclosed in writing (it being recorded that Harmony has disclosed to the Employer hereunder Subscriber Form 20F for the Financial Year ended 30 June 2006, lodged by or on behalf of Harmony with the Securities Exchange Commission of the United States of America during October 2006 and no such conflict Harmony’s consolidated Financial Statements as at and for the twelve month period ended 30 June 2006 and for the six month period ended 31 December 2006 or otherwise) to the Subscriber all facts which it knows, or should reasonably know, is, or which could reasonably be expected to be, material to the Subscriber in the context of interest will arise during this Agreement and the TermFinancing Agreements;
10.1.8 any Intellectual Property subsisting 6.2.28 the Company has sufficient distributable reserves or profits available for distribution in any works order for it to pay all dividends and make all redemption payments under the Preference Share Terms on the basis envisaged in the Preference Share Terms;
6.2.29 if, by 1 March 2008, all the shares in the issued share capital of ARMGold or materials of any nature developed, drawn, created or adapted by the Service Provider during the term all of the Contract does Assets of ARMGold have not been disposed of, it shall procure that ARMGold binds itself, in writing and will notin form and substance acceptable to the Subscriber, and to the Employer's use provisions of any such Intellectual Property does not and will notthis Agreement;
6.2.30 it shall procure that AHJIC never becomes a “material subsidiary” for purposes of the 4,875% convertible bonds due 21 June 2009 of Harmony;
6.2.31 it shall procure that, infringe any other person's Intellectual Property and is not, and for so far long as the Service Provider Company is aware will not bea public company, the subject Company shall at all times have at least seven members holding ordinary shares in the issued share capital of a claim or opposition from a person as to title, validity, enforceability, entitlement to compensation or otherwisethe Company; and
10.1.9 all information supplied by the Service Provider in the Proposal is true and accurate in all respects as at the date of the Proposal, save as otherwise disclosed in writing to the Employer and expressly acknowledged by the Employer prior to execution of the Contract.
10.2 The Service Provider 6.2.32 it shall procure that there the Company is converted from a public company to a private company by no change in later than the control of date that falls three months after the Service Provider without the prior written consent of the Employer, such consent not to be unreasonably withheld Signature Date.
Appears in 1 contract
Samples: Subscription Agreement (Harmony Gold Mining Co LTD)
WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS. 10.1 The Service Provider represents3.1 Without prejudice to any warranties and representations that the Participant is expressed to make, or is deemed to make or repeat, pursuant to the Terms and Conditions, the Participant warrants and undertakes represents to the Bank on the date hereof (which warranties and representations will be deemed repeated by the Participant at all times that this Agreement is in effect) that:
10.1.1 (a) it has complied and in performing is a body corporate duly incorporated under the Contract will comply with all applicable laws, rules and regulations including but not limited to those relating to business permits, work permits and licences that may be required to provide the Services hereunder and those relating to employment law, employment laws of the Service Provider Staff or any of them, health and safety or taxation;
10.1.2 it will provide the services in a good and workmanlike manner Participant Jurisdiction with due skill, care and diligence, at a minimum consistent with the standards of care exercised by a nationally recognised provider of similar services and best industry practices for the performance of similar services, and in accordance with all applicable laws, rules and regulations and with the Contract;
10.1.3 it holds and at all times during the Term shall maintain all licences, permits and certifications required to carry out the Services;
10.1.4 it will comply with and such policies as may be notified to it by the Employer from time to time and/or undergo any training as required by the Employer;
10.1.5 it has the power and authority to enter into the Contract Participation Documents to which it is party and to exercise its rights and perform its obligations hereunder, hereunder and thereunder;
(b) it has duly taken all corporate and other action and has obtained all authorisations and consents of any third party (including any governmental authority or any supervisory or regulatory authority responsible for its supervision) that in either case is not a required:
(i) in connection with its execution of the Participation Documents to which it is party to any other agreement or subject to any obligation under legislation or otherwise howsoever that would prohibit, restrict or limit in any way its and the performance of the Services in accordance with the Contract or that might enable another person to claim any rights in any technology, materials, data or information developed pursuant to the Contract;its obligations hereunder and thereunder; and
10.1.6 all necessary action has been taken (and not revokedii) to authorise ensure the execution legality, validity and performance by enforceability against it of its obligations under the Service Provider of the Contract, the Contract Participation Documents to which it is executed by a duly authorised representative of the Service Provider and the Contract constitutes valid and legally binding obligations of the Service Provider enforceable party in accordance with the terms hereofhereof and thereof (subject to all applicable insolvency, except as enforcement may be limited by any relevant bankruptcy, insolvencycourt protection, administration reorganisation, moratorium or similar laws affecting creditors' ’ rights generally, subject to the time barring of claims and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).
(c) in any proceedings taken in relation to, or otherwise in connection with, the Participation Documents or its participation in TARGET-Ireland it will not be entitled to claim for itself or any of its assets or revenues immunity from suit, execution, attachment or other legal process and, for the avoidance of doubt in the event that, notwithstanding the foregoing, it is so entitled, irrevocably waives, to the greatest extent permitted by applicable law, any such immunity and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any such immunity in any proceedings;
10.1.7 (d) the Service Provider has no direct obligations expressed to be assumed by it in any Participation Document to which it is party are legal and valid obligations binding on, and enforceable against, it in accordance with the terms hereof and thereof (subject to all applicable insolvency, bankruptcy, court protection, reorganisation, moratorium or indirect conflict of interest with respect similar laws affecting creditors’ rights generally, subject to the Contract or its appointment to provide the Services to the Employer hereunder time barring of claims and no such conflict of interest will arise during the Term;
10.1.8 any Intellectual Property subsisting in any works or materials of any nature developedsubject, drawn, created or adapted by the Service Provider during the term of the Contract does not and will not, and the Employer's use of any such Intellectual Property does not and will not, infringe any other person's Intellectual Property and is not, and so far as the Service Provider is aware will not be, the subject of a claim or opposition from a person as to title, validity, enforceability, entitlement to compensation equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or otherwiseat law)); and
10.1.9 (e) it has not taken any corporate action nor have any other steps been taken nor legal proceedings been started or threatened against it for its winding-up, dissolution or re- organisation or for the appointment of a receiver, an examiner, administrator, administrative receiver, trustee or similar officer of it or of any or all information supplied of its assets or revenues.
3.2 Without prejudice to any undertakings and agreements of the Participant pursuant to the Terms and Conditions, the Participant undertakes to the Bank from time to time, upon written demand from the Bank and at the Participant’s own cost, to execute any document or do any act or thing as the Bank may reasonably require:
(a) to give full effect to the arrangements contemplated by the Service Provider in Participation Documents; and/or
(b) to facilitate:
(i) the Proposal is true and accurate in all respects as at exercise, or the date proposed exercise, of any of the ProposalBank’s rights under the Participation Documents or TARGET-Ireland; or
(ii) the implementation of, save as otherwise disclosed in writing to the Employer and expressly acknowledged or compliance by the Employer prior to execution of the ContractBank with, any ECB Requirement.
10.2 The Service Provider shall procure that there is no change in the control of the Service Provider without the prior written consent of the Employer, such consent not to be unreasonably withheld .
Appears in 1 contract
Samples: Participation Agreement
WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS. 10.1 The Service Provider represents, warrants and undertakes that:
10.1.1 it has complied and in performing the Contract will comply with all applicable laws, rules and regulations including but not limited to those relating to business permits, work permits and licences that may be required to provide the Services hereunder and those relating to employment law, employment 7.1 Each of the Service Provider Staff or any of themFirst, health Second, Third and safety or taxation;
10.1.2 it will provide the services in Fourth Parties represents and warrants that he is a good and workmanlike manner with due skill, care and diligence, at a minimum consistent with the standards of care exercised by a nationally recognised provider of similar services and best industry practices for the performance of similar services, and in accordance with all applicable laws, rules and regulations and with the Contract;
10.1.3 it holds and at all times during the Term shall maintain all licences, permits and certifications required to carry out the Services;
10.1.4 it will comply with and such policies as may be notified to it by the Employer from time to time and/or undergo any training as required by the Employer;
10.1.5 it has the power and authority to enter into the Contract and perform its obligations hereunder, and Saudi Arabian national who is not a party to government official and no government official has any other agreement interest in his interest in this Agreement or subject to any obligation under legislation or otherwise howsoever that would prohibit, restrict or limit in any way its performance the transactions contemplated hereby.
7.2 Each of the Services Fifth Party and the Sixth Party represents and warrants that it is a duly existing corporation formed and in accordance with good sanding under the Contract or that might enable another person to claim any rights in any technology, materials, data or information developed pursuant to the Contract;
10.1.6 all necessary action has been taken (and not revoked) to authorise the execution and performance by the Service Provider lass of the Contract, Cayman Islands and that no governmental official has any interest in the Contract is executed such Party or in its interest herein or in the transactions contemplated hereby.
7.3 Each Partner undertakes to advise the other Partners and take appropriate remedial action in the event that any representation or warrant by a duly authorised representative of the Service Provider such Partner contained in Articles 7.1 and the Contract constitutes valid and legally binding obligations of the Service Provider enforceable in accordance with the terms hereof, except as enforcement may be limited by any relevant bankruptcy, insolvency, administration or similar laws affecting creditors' rights generally;
10.1.7 the Service Provider has no direct or indirect conflict of interest with respect to the Contract or its appointment to provide the Services to the Employer hereunder and no such conflict of interest will arise during the Term;
10.1.8 any Intellectual Property subsisting in any works or materials of any nature developed, drawn, created or adapted by the Service Provider 7.2 become untrue during the term of this Agreement.
7.4 The First, Second, Third and Fourth Parties further represent and warrant that:
(a) the Contract does not Company is a duly formed and will notvalidly organized and registered limited liability company under the laws of Saudi Arabia;
(b) the Company's initial capital, in the amount of Six Million Three Hundred Fifty Thousand Saudi Rivals (SR6,350,000) has been fully paid;
(c) the 31 December 1995 balance sheet of the Company attached hereto as Exhibit in (the "test Balance Sheet") accurately and completely reflects the financial condition, assets, liabilities and results of operations of the Company as of 31 December 1995 and has been prepared in accordance with generally accepted accounting principles applied on a consistent basis, and the Employer's use of any such Intellectual Property does not and will not, infringe any other person's Intellectual Property and is not, and so far as the Service Provider is aware will not be, the subject of a claim or opposition from a person as to title, validity, enforceability, entitlement to compensation or otherwise; and
10.1.9 all information supplied by the Service Provider in the Proposal is true and accurate in all respects as at since the date of the Proposal, save as otherwise disclosed in writing to the Employer and expressly acknowledged by the Employer prior to execution of the Contract.
10.2 The Service Provider shall procure that Last Balance Sheet there is has been no maternal change in the control financial condition. assets, liabilities or operations of the Service Provider Company;
(d) the Company has not committed any act (including any failure to act) which constitutes (or, with the lapse of time or giving of notice, would constitute) a default of any regulatory requirements or contractual undertakings made by or on behalf of the Company or any act which could result in any Partners being deemed personally liable for the obligations of the Company;
(e) they have or will have taken all necessary acts to enable the Fifth and Sixth Parties to acquire an interest in the Company such that, upon signature of the Articles of Association and deposit of their respective contributions to the Company's capital, the Fifth and Sixth Parties will acquire their shares in the Company free and clear of any further assessment, encumbrance, charge or claim by any party; and
(f) they are not aware of any information which has not been disclosed to the Fifth and Sixth Parties which, if disclosed, could reasonably be expected to influence the decision of someone deciding whether or not to acquire an interest in the Company.
7.5 Recognizing the reliance of the Fifth and Sixth Parties on the representations and warranties contained in Article 7.1, the First, Second, Third and Fourth Parties undertake (i) that the Company shall take no action prior to the Fifth and Sixth Parties acquiring their respective shares in the Company which would cause of such representations and warranties to be untrue, and (ii) that, from the date hereof, the Company shall enter into no contracts and incur no liabilities except as approved by the Partners in accordance with this Agreement and the Articles of Association. The First, Second, Third and Fourth Parties hereby agree to indemnify and hold harmless the Fifth and Sixth Parties against any and all liabilities which relate to the conduct of the Company's business prior to the Fifth and Sixth Parties acquiring their respective shares in the Company and participating in the decision-making process, regardless of when such liabilities actually arise or come to the attention of the Partners except for those liabilities disclosed in the Latest Balance Sheet.
7.6 Under no circumstances will the any of the Partners take any action or cause the Company to take any action if either the Fifth or the Sixth Party advises the other Partners that the taking of such action would cause it or any person or company affiliated or associated with it to be deemed in violation of the United States Export Administration Act or those provisions of the Federal Income Tax Law or Regulations, noncompliance with which would increase or accelerate its U.S. tax liability or that of any person or company affiliated or associated with it with respect to income earned under this Agreement or pursuant to the transactions contemplated by this Agreement.
7.7 Each Partner undertakes and agrees that he or it shall not, and shall not permit the Company directly or indirectly to, offer, pay, promise to pay or authorize the payment or giving of any money, or anything of value (i) to any official of any government or any instrumentality thereof, or (ii) to any person, while knowing or having reason to know that all or a portion of such money or thing of value will be Offered, given, or promised, directly or indirectly, to any official of any government or any instrumentally thereof, for the purposes of:
(a) influencing any act or decision of such official in his official capacity, including a decision to fail to perform his official functions: or
(b) inducing such official to use his influence with any government or any instrumentality thereof to affect or influence any act or decision of such government or instrumentality, in order to obtain or retain business for or with, or direct business to, any person.
7.8 Under no circumstance may any Partner sign any document, perform any act, or make any commitment, undertaking, warranty or representation on behalf of ~e other Partners without the express written consent of such other Partners. No Partner may sign any document, perform any act, or make any commitment, understanding, warranty or representation on behalf of the Company without the express prior written consent of the EmployerCompany.
7.9 The Partners, such consent not in their capacity as owners of the Company, shall exercise the voting rights attached to be unreasonably withheld their shares in a manner consistent with the terms and conditions of this Agreement the Production Line Agreement, the Commission Agency Agreement and the Articles of Association, and which ensures that the Company conducts all of its operations in accordance with those terms and conditions.
7.10 Each Partner agrees to indemnify and hold harmless the other Partners and the Company from and against any loss, liability, cost or expense any of them may suffer or incur as a result of the indemnifying Partner's breach of any representation warranty or undertaking contained in this Agreement.
Appears in 1 contract
