WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS. 6.1. The Supplier warrants, represents and undertakes to the Authority and to each of the Other Contracting Bodies for the duration of the Framework Period that:
6.1.1. it has full capacity and authority and all necessary consents to enter into and to perform its obligations under this Framework Agreement (including, where its procedures so require, the consent of any of its Holding Companies);
6.1.2. this Framework Agreement is executed by a duly authorised representative of the Supplier;
6.1.3. in entering into this Framework Agreement and any Call Off Contract (and until the expiry of each, respectively) it has not committed and will not commit any Fraud, and has and will continue to have no conflict of interest in relation to this Framework Agreement;
6.1.4. all information, statements, warranties and representations contained in and the Tender and (unless otherwise agreed) any other document which resulted in the award of this Framework Agreement to the Supplier are, as at the date hereof, true, accurate, and not misleading save as may have been specifically disclosed in writing to the Authority prior to the execution of this Framework Agreement; and hereafter, for the Framework Period, it undertakes that it will promptly advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading;
6.1.5. it has not entered and will not enter into any agreement with any other person with the aim of preventing tenders being made or as to
6.1.6. it has not caused or induced and will not cause or induce any person to enter such agreement referred to in Clause 6.1.5;
6.1.7. it has not offered or agreed (and will not offer or agree) 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 Framework;
6.1.8. no claim is being asserted and no litigation, arbitration or administrative or regulatory 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 Framework Agreement and/or any Call Off Contract which may be entered into with the Authority or Other Contracting Bodies;
6.1.9. it is not and will ...
WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS. 7.1 The Supplier warrants, represents and undertakes to the Customer that:
7.1.1 it has full capacity and authority and all necessary consents licences, permissions (statutory, regulatory, contractual or otherwise) to enter into and perform its obligations under the Contract;
7.1.2 the Contract is executed by a duly authorised representative of the Supplier;
7.1.3 in entering the Contract it has not committed any Fraud;
7.1.4 it has not committed any offence under the Prevention of Corruption Acts 1889 to 1916, or the Bribery Act 2010;
7.1.5 all information, statements and representations contained in the Supplier’s tender or other submission to the Customer for the award of the Contract Services are true, accurate and not misleading save as specifically disclosed in writing to the Customer prior to execution of the Contract and it will advise the Customer of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading;
7.1.6 no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or its assets which will or might affect its ability to perform its obligations under the Contract;
7.1.7 it is not subject to any contractual obligation, compliance with which is likely to have an adverse effect on its ability to perform its obligations under the Contract;
7.1.8 it has not done or omitted to do anything which could have an adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract;
7.1.9 no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier's assets or revenue;
7.1.10 it has taken and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the unauthorised use of, modification, access, introduction, creation or propagation of any disruptive element, virus, worms and/or Trojans, spyware or other malware into the computing environment (including the hardware, software and/or telecommunications networks or equipment), data, software or...
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 Provi...
WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS. 23.1 You warrant and represent to us (such representations and warranties to be made both on the date you sign these Terms and on each Contract Date) that:
(a) all information that you supply to us is complete, true, accurate and not misleading in any material respect;
(b) all sums which you send to us or are sent to us on your behalf (until these monies become due to us or are paid back to you) are and will remain owned by you and you have not created and will not create any charge or other encumbrance over or in respect of such monies.
(c) If you place an FX Order with us to enter into a Forward FX Contract this will be for the purpose of facilitating a means of payment for identifiable goods and / or services or for direct investment;
(d) you are acting as principal and not as another party’s agent or representative;
(e) you are not prevented by any legal disability or subject to any law or regulation from performing your obligations under these Terms and any related transactions contemplated by them.
(f) you have all necessary consents and have the authority to enter into an agreement under these Terms and subsequent FX Contracts and Payment Contracts and if you are a body corporate, you are properly empowered and have obtained all necessary corporate or other authority pursuant to its constitutional and organisational documents; and
(g) you comply with all relevant laws, regulations, exchange control requirements and registration requirements.
23.2 You undertake to inform us with immediate effect where your beneficial ownership changes by more than 10%.
WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS. The Vendor hereby warrants, represents and undertakes to the Purchaser (and the Vendor acknowledges that the Purchaser has been induced to enter into this Agreement and to agree to procure purchaser(s) for the Sale Shares on the basis of such warranties, representations and undertakings) as follows:
(i) the Sale Shares are duly allotted and fully paid up, and the Vendor is the beneficial owner of the Sale Shares, and it has the authority, power and capacity to enter into this Agreement and to sell the Sale Shares pursuant to this Agreement;
(ii) this Agreement constitutes and the other documents to be executed by the Vendor which are to be delivered at Sale Completion will, when executed, constitute valid, legal, binding and enforceable obligations of the Vendor in accordance with their respective terms;
(iii) the execution and delivery of, and the performance by the Vendor of its obligations under, this Agreement do not and will not:
(a) result in a breach of any provision of its memorandum of association and bye-laws or articles of association (as the case may be) of the Vendor and/or any member of the Group;
(b) result in a breach of, or constitute a default under, any agreement or instrument to which the Vendor and/or any member of the Group is a party or by which it is bound; or
(c) result in a breach of any order, judgment or decree of any court or governmental agency to which the Vendor and/or any member of the Group is a party or by which it is bound;
(iv) the particulars relating to the Vendor and the Company as set out in the recitals are true and correct;
(v) the Sale Shares are being sold hereunder free from all liens, charges, encumbrances and third-party rights of whatever nature and shall rank pari passu in all respects with all the other Shares in issue as at Sale Completion and in particular shall rank in full for all dividends and other distributions declared, made or paid thereafter;
(vi) all necessary consents, authorisations and approvals from all appropriate regulatory or governmental bodies in Hong Kong, US or elsewhere which are required by the Company, the Vendor and the Purchaser as placing agent for the transfer of the Sale Shares pursuant to this Agreement have been obtained or will be obtained on or before the Sale Completion;
(vii) all published information regarding the Company/Group (including its financial results) are true, accurate and not misleading;
(viii) all public information and facts given to the Purchaser in relat...
WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS. 7.1 Save as disclosed in the Disclosure Letter, each of the Vendors hereby warrant, represent and undertake to the Purchaser the Warranties and acknowledges that the Purchaser is entering into this Agreement in reliance on the Warranties and that the Purchaser may treat them as conditions of this Agreement.
7.2 Save as except in this Agreement, the Vendors agree to indemnify and keep indemnified the Purchaser (for itself and as trustee for the Company) against all losses, damages, costs, actions, proceedings, claims, demands and expenses suffered by the Purchaser or the Company or its subsidiaries as a result of or in connection with any breach of any of the Warranties.
7.3 Each of the Warranties is without prejudice to each and every other Warranty.
7.4 The Vendors undertake to the Purchaser that it will forthwith notify the Purchaser in writing of any matter or thing which may arise or become known to them after the date of this Agreement and prior to Completion which is a breach of or inconsistent with any of the Warranties or other provisions contained in this Agreement.
7.5 In the event of the aforesaid notice is given to the Purchaser or the Purchaser otherwise becoming aware or it becoming apparent on or before Completion that any of the Warranties or any other term of this Agreement is incorrect or breached in any material respect, the Purchaser may rescind this Agreement by notice in writing to the Vendors without prejudice to any rights it may have in respect of the alleged breach or rescission hereof.
7.6 The Warranties shall remain in full force and effect after and notwithstanding Completion.
7.7 The Warranties are given subject to the matters disclosed in the Disclosure Letter, no other information relating to the Company which the Purchaser has knowledge whether actual or constructive shall prejudice any claim made by the Purchaser under the Warranties or operate to reduce any amount recoverable.
7.8 It is agreed between the parties that (without limitation or prejudice to any rights accruing to the Purchaser pursuant to any of the provisions of this Agreement) in the event of there being discovered a breach of any Warranty which was not disclosed in the Disclosure Letter, any damages or compensation to which the Purchaser may be entitled may, if the Purchaser so elects, be calculated on the following basis, that is to say there shall be paid to the Purchaser such sum as shall represent the diminution in the value of the Sale Shares as a res...
WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS. A. The Contractor acknowledges, warrants, represents and undertakes that:
1. it has the authority and right under law to enter into, and to carry out its obligations and responsibilities under this Agreement and to provide the 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 legal requirements or such other laws, recommendations, guidance or practices as may affect the provision of the 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”, 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 is able to obtain, valid licences for all Intellectual Property Rights (as defined in clause 6 below) that are necessary for the performance of its obligations under this Agreement and for TG4 to obtain the benefit of the Services for its business purposes; Delete and replace with “Not Used” if not applicable:
8. it has inspected TG4’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;
WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS. 24.1 Your warranties
(a) legal disability: you are not under any legal disability and are not subject to any law which prevents you from entering this Client Agreement or any Products;
(b) corporate authorisation: if you are a company, you are empowered by, and have obtained, all necessary corporate or other authorities under your constitution and at law;
(c) consents: you have obtained all necessary consents and have the authority to enter into this Client Agreement and any Products;
(d) compliance with laws and valid obligations: you are complying with all laws to which you are subject, and the obligations expressed to be assumed by you under this Client Agreement and any Product are your legal, valid, binding and enforceable obligations;
(e) able to pay debts: you are able to pay your debts as and when they fall due and are not otherwise insolvent or presumed to be insolvent under any law;
WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS. 3.1 The Insurer warrants and represents to the Law Society that, both as at the date of this Agreement and as a continuing warranty and representation for the duration of this Agreement, it is an Authorised Insurer for the purposes of both effecting and carrying out contracts of insurance.
3.2 The Insurer undertakes that it shall notify the Law Society in writing immediately if, at any time after the date of this Agreement:
3.2.1 the warranty set out in clause 3.1 ceases to be true in any respect; or
3.2.2 it is the subject of an Insolvency Event.
WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS. 4.1 The Provider warrants to Bupa that as at the date of this Healthcare Services Agreement:
(A) it has the requisite power and authority to enter into and perform the obligations under this Healthcare Services Agreement on behalf of itself and any other member of the Provider’s Group which owns or manages the Facilities;
(B) notwithstanding the provisions of Clause 4.1(A), it has the requisite power and authority to procure that the relevant members of the Provider's Group will comply with the relevant provisions of the Healthcare Services Agreement in respect of the Facilities which they may own or manage; and
(C) it and/or other members of the Provider’s Group have all the necessary regulatory licences and approvals to operate as a provider of the Services.
4.2 The Provider warrants to Bupa that the Quality Assessment Information provided to Bupa for the purposes of considering whether to recognise the Provider under the terms of this Healthcare Services Agreement remains correct as at the date of this Healthcare Services Agreement save as disclosed in writing by the Provider to Bupa, and the Provider will notify Bupa promptly of any changes which would render the provided quality assessment information incorrect during the course of this Healthcare Services Agreement.
4.3 Bupa warrants to the Provider that as at the date of this Healthcare Services Agreement it has the requisite power and authority to enter into and perform the obligations under this Healthcare Services Agreement on behalf of itself.
4.4 Except to the extent expressly set out in this Healthcare Services Agreement, neither Party makes any further warranties whether express or implied, and all implied warranties of any kind are excluded to the extent permitted by law.
4.5 The Provider hereby undertakes that it or other members of the Provider’s Group will for the duration of this Healthcare Services Agreement maintain all necessary regulatory licences and approvals to operate as a provider of the Services.
4.6 Each Party hereby undertakes to the other Party that, for the duration of this Healthcare Services Agreement, it will neither do nor omit to do anything which it intends will damage the reputation or good name of the other Party.
4.7 Where an obligation under this Healthcare Services Agreement relates to a Facility which is owned or managed by a member of the Provider's Group and not the Provider itself, the Provider shall procure that the relevant member of the Provider's Group sh...
