Common use of Contractor’s Undertaking Clause in Contracts

Contractor’s Undertaking. The Contractor shall immediately notify the Fund in writing if: the Contractor merges with, acquires, or transfers all or substantially all of its assets to another entity; any person or entity acquires directly or indirectly the majority of the beneficial ownership rights in the Contractor; any person or entity acquires directly or indirectly the power to elect a majority of the board of directors of the Contractor, or otherwise acquires directly or indirectly the power to control the policy making decisions of the Contractor; the Contractor is dissolved; applies for insolvency or bankruptcy; or otherwise admits in writing its inability to pay its outstanding obligations or liabilities; the Contractor is administratively or judicially declared insolvent or bankrupt, placed under receivership, administration, rehabilitation or liquidation or any other such equivalent process; the Contractor’s financial condition becomes significantly unstable and threatens to jeopardize the Contractor’s ability to perform its obligations under the Contract; the Contractor loses any license or authorization required to perform its obligations under the Contract; or the Contractor faces any event beyond its control or a situation that makes it impossible for it to carry out its obligations under the Contract, and the Fund and the Contractor shall, without prejudice to any other provision of the Contract, meet to discuss and use reasonable endeavours to agree alternative arrangements to ensure full performance of the Contract under any or all of the above circumstances. The Contractor shall obtain certificates, permits, approvals, licenses and other documents required under applicable laws, regulations and decrees which are required in order to perform the Services under the Contract. If the Contractor requests the Fund’s assistance in obtaining such permits, approvals, or licenses from local public authorities, the Fund may exert reasonable efforts to assist the Contractor in completing such requirements in a timely and expeditious manner. The Contractor shall perform its obligations under this Contract diligently, observe good social management practices, and comply with relevant laws, regulations, decrees and orders concerning environmental protection, corporate social responsibility and employees of the Contractor engaged in performing the Services. The Contractor agrees to make its best endeavour to uphold and to ensure that the Contractor-Related Persons also uphold the ten principles of the United Nations Global Compact. The Contractor acknowledges that it has reviewed these principles, which are available on the United Nations Global Compact website: xxx.xxxxxxxxxxxxxxx.xxx.

Contractor’s Undertaking. The Contractor shall immediately notify the Fund in writing if: the Contractor merges with, acquires, or transfers all or substantially all of its assets to another entity; any person or entity acquires directly or indirectly the majority of the beneficial ownership rights in the Contractor; any person or entity acquires directly or indirectly the power to elect a majority of the board of directors of the Contractor, or otherwise acquires directly or indirectly the power to control the policy making decisions of the Contractor; the Contractor is dissolved; applies for insolvency or bankruptcy; or otherwise admits in writing its inability to pay its outstanding obligations or liabilities; the Contractor is administratively or judicially declared insolvent or bankrupt, placed under receivership, administration, rehabilitation or liquidation or any other such equivalent process; the Contractor’s financial condition becomes significantly unstable and threatens to jeopardize the Contractor’s ability to perform its obligations under the Contract; the Contractor loses any license or authorization required to perform its obligations under the Contract; or the Contractor faces any event beyond its control or a situation that makes it impossible for it to carry out its obligations under the Contract, and the Fund and the Contractor shall, without prejudice to any other provision of the Contract, meet to discuss and use reasonable endeavours to agree alternative arrangements to ensure full performance of the Contract under any or all of the above circumstances. The Contractor shall obtain certificates, permits, approvals, licenses and other documents required under applicable laws, regulations and decrees which are required in order to perform the Services and provide the Related Goods under the Contract. If the Contractor requests the Fund’s assistance in obtaining such permits, approvals, or licenses from local public authorities, the Fund may exert reasonable efforts to assist the Contractor in completing such requirements in a timely and expeditious manner. The Contractor shall, at all times, provide the Fund with an adequate number of suitably qualified and experienced managerial, service and support staff, as appropriate, to perform the Services in accordance with the Contract. The Contractor shall supervise and control the Contractor’s personnel at all times. The Contractor shall obtain the Fund’s prior approval in writing before appointing and replacing any Contractor-Related Person who will work on the Fund Premises. The Fund may request the withdrawal or replacement of any of the Contractor-Related Person if the Fund finds their qualifications and training to be inconsistent with the personal and professional qualifications agreed with the Contractor and/or their performance to be inadequate. The withdrawal or replacement of the Contractor–Related Person shall be carried out as quickly as possible and in a manner that will not adversely affect the performance of obligations under the Contract. All expenses related to the withdrawal or replacement of the Contractor’s personnel shall, in all cases, be borne exclusively by the Contractor. Prior to employing individuals or subcontractors to work under this Contract on the Fund Premises, the Contractor shall, at its own expense, perform or cause to be performed the relevant background checks, and maintain, or cause to be maintained, the results of the background checks in its employee’s and its subcontractor’s employee’s file in accordance with the applicable laws to ensure that reliable and competent individuals are selected. Within one (1) working day after learning that any of Contractor–Related Persons who have access to any Fund Premises have been charged by law enforcement authorities with an offense other than a minor traffic offense, the Contractor shall provide written Notice to inform the Fund about the particulars of the charges then known and shall continue to inform the Fund concerning all substantial developments regarding the disposition of such charges. If the nature of the Services require, the Contractor shall distinctly identify its personnel engaged to work on the Fund Premises so that it is clear that they are not the Fund’s personnel. The Contractor’s personnel shall remain within the location(s)/area(s) where they are authorized to be and/or are assigned. The Contractor shall ensure that all Contractor’s personnel behave in accordance with generally acceptable professional standards and good industry practice in performing the Services under the Contract. The Contractor shall further require its personnel to comply with the Fund’s safety and security regulations and other regulations concerning the movement and conduct of persons on the Fund Premises, including but not limited to, the requirement to wear appropriate identification cards while on the Fund Premises. The Contractor shall ensure that terminated or separated Contractor’s personnel return the identity cards to the Fund no later than their last working day in the event the Fund issues identity cards for the Contractor’s personnel. In rendering the Service, the Contractor shall neither discriminate against Fund personnel either directly or indirectly on the basis of race, colour, ethnic or national origin, disability, sex or sexual orientation, religion or belief, or age nor engage in or condone sexual harassment of any form. The Contractor shall, when working on Fund Premises, perform its obligations under this the Contract diligentlyin accordance with the Fund’s policy to, observe good social management practicesamongst others, conserve energy, water, wood, paper and comply with relevant lawsother resources, regulationsreduce waste and phase out the use of ozone depleting substances and minimize the release of greenhouse gases, decrees volatile organic compounds and orders concerning environmental protection, corporate social responsibility other substances damaging to health and employees of the Contractor engaged in performing the Servicesenvironment. The Contractor agrees to make its best endeavour to uphold shall comply with health and to ensure that the Contractor-Related Persons also uphold the ten principles safety measures of the United Nations Global CompactFund. The Contractor acknowledges that it has reviewed these principles, shall promptly notify the Fund of any health and safety hazards which are available may arise in connection with the performance of its obligations under the Contract. The Fund shall promptly notify the Contractor of any health and safety hazards which may exist or arise on the United Nations Global Compact website: xxx.xxxxxxxxxxxxxxx.xxxFund Premises and which may adversely affect the Contractor in performing its obligations under the Contract. The Contractor shall notify the Fund immediately of any incident occurring in connection with or as a result of performing its obligations under the Contract on Fund Premises, particularly where the incident causes any personal injury or damage to property which could give rise to personal injury.