Common use of Prohibited Acts Clause in Contracts

Prohibited Acts. The Supplier warrants and represents that: it has not committed any offence under the Bribery Act 2010 or done any of the following (“Prohibited Acts”): offered, given or agreed to give any officer or employee of the Authority any gift or consideration of any kind as an inducement or reward for doing or not doing or for having done or not having done any act in relation to the obtaining or performance of this or any other agreement with the Authority or for showing or not showing favour or disfavour to any person in relation to this or any other agreement with the Authority; or in connection with this Contract paid or agreed to pay any commission other than a payment, particulars of which (including the terms and conditions of the agreement for its payment) have been disclosed in writing to the Authority; and it has in place adequate procedures to prevent bribery and corruption, as contemplated by section 7 of the Bribery Act 2010. If the Supplier or its Staff (or anyone acting on its or their behalf) has done or does any of the Prohibited Acts or has committed or commits any offence under the Bribery Act 2010 with or without the knowledge of the Supplier in relation to this or any other agreement with the Authority: the Authority shall be entitled: to terminate this Contract and recover from the Supplier the amount of any loss resulting from the termination; to recover from the Supplier the amount or value of any gift, consideration or commission concerned; and to recover from the Supplier any other loss or expense sustained in consequence of the carrying out of the Prohibited Act or the commission of the offence under the Bribery Act 2010; any termination under Clause 29.2.1 of this Schedule 2 of these Call-off Terms and Conditions shall be without prejudice to any right or remedy that has already accrued, or subsequently accrues, to the Authority; and notwithstanding Clause 22 of this Schedule 2 of these Call-off Terms and Conditions, any Dispute relating to: the interpretation of Clause 29 of this Schedule 2 of these Call-off Terms and Conditions; or the amount or value of any gift, consideration or commission, shall be determined by the Authority, acting reasonably, and the decision shall be final and conclusive.

Prohibited Acts. The Supplier warrants and represents that: it has not committed any offence under the Bribery Act 2010 or done any of the following (“Prohibited Acts”): offered, given or agreed to give any officer or employee of the Authority any gift or consideration of any kind as an inducement or reward for doing or not doing or for having done or not having done any act in relation to the obtaining or performance of this or any other agreement with the Authority or for showing or not showing favour or disfavour to any person in relation to this or any other agreement with the Authority; or in connection with this Contract Framework Agreement paid or agreed to pay any commission other than a payment, particulars of which (including the terms and conditions of the agreement for its payment) have been disclosed in writing to the Authority; and it has in place adequate procedures to prevent bribery and corruption, as contemplated by section 7 of the Bribery Act 2010. If the Supplier or its Staff (or anyone acting on its or their behalf) has done or does any of the Prohibited Acts or has committed or commits any offence under the Bribery Act 2010 with or without the knowledge of the Supplier in relation to this or any other agreement with the Authority: the Authority shall be entitled: to terminate this Contract Framework Agreement and recover from the Supplier the amount of any loss resulting from the termination; to recover from the Supplier the amount or value of any gift, consideration or commission concerned; and to recover from the Supplier any other loss or expense sustained in consequence of the carrying out of the Prohibited Act or the commission of the offence under the Bribery Act 2010; any termination under Clause 29.2.1 of this Schedule 2 of these Call-off Terms and Conditions shall be without prejudice to any right or remedy that has already accrued, or subsequently accrues, to the Authority; and notwithstanding Clause 22 of this Schedule 2 of these Call-off Terms and Conditions2, any Dispute relating to: the interpretation of Clause 29 of this Schedule 2 of these Call-off Terms and Conditions2; or the amount or value of any gift, consideration or commission, shall be determined by the Authority, acting reasonably, and the decision shall be final and conclusive.

Prohibited Acts. 29.1 The Supplier warrants and represents that: : 29.1.1 it has not committed any offence under the Bribery Act 2010 or done any of the following (“Prohibited Acts”): ): (i) offered, given or agreed to give any officer or employee of the Authority any gift or consideration of any kind as an inducement or reward for doing or not doing or for having done or not having done any act in relation to the obtaining or performance of this or any other agreement with the Authority or for showing or not showing favour or disfavour to any person in relation to this or any other agreement with the Authority; or or (ii) in connection with this Contract paid or agreed to pay any commission other than a payment, particulars of which (including the terms and conditions of the agreement for its payment) have been disclosed in writing to the Authority; and and 29.1.2 it has in place adequate procedures to prevent bribery and corruption, as contemplated by section 7 of the Bribery Act 2010. . 29.2 If the Supplier or its Staff (or anyone acting on its or their behalf) has done or does any of the Prohibited Acts or has committed or commits any offence under the Bribery Act 2010 with or without the knowledge of the Supplier in relation to this or any other agreement with the Authority: : 29.2.1 the Authority shall be entitled: : (i) to terminate this Contract and recover from the Supplier the amount of any loss resulting from the termination; ; (ii) to recover from the Supplier the amount or value of any gift, consideration or commission concerned; and and (iii) to recover from the Supplier any other loss or expense sustained in consequence of the carrying out of the Prohibited Act or the commission of the offence under the Bribery Act 2010; ; 29.2.2 any termination under Clause 29.2.1 of this Schedule 2 of these Call-off Terms and Conditions shall be without prejudice to any right or remedy that has already accrued, or subsequently accrues, to the Authority; and and 29.2.3 notwithstanding Clause 22 of this Schedule 2 of these Call-off Terms and Conditionsthe Dispute Resolution Procedure, any Dispute relating to: : (i) the interpretation of Clause 29 of this Schedule 2 of these Call-off Terms and Conditions2; or or (ii) the amount or value of any gift, consideration or commission, shall be determined by the Authority, acting reasonably, and the decision shall be final and conclusive.

Prohibited Acts. The Supplier warrants and represents that: it has not committed any offence under the Bribery Act 2010 or done any of the following (“Prohibited Acts”): offered, given or agreed to give any officer or employee of the Authority any gift or consideration of any kind as an inducement or reward for doing or not doing or for having done or not having done any act in relation to the obtaining or performance of this or any other agreement with the Authority or for showing or not showing favour or disfavour to any person in relation to this or any other agreement with the Authority; or in connection with this Contract paid or agreed to pay any commission other than a payment, particulars of which (including the terms and conditions of the agreement for its payment) have been disclosed in writing to the Authority; and it has in place adequate procedures to prevent bribery and corruption, as contemplated by section 7 of the Bribery Act 2010. If the Supplier or its Staff (or anyone acting on its or their behalf) has done or does any of the Prohibited Acts or has committed or commits any offence under the Bribery Act 2010 with or without the knowledge of the Supplier in relation to this or any other agreement with the Authority: the Authority shall be entitled: to terminate this Contract and recover from the Supplier the amount of any loss resulting from the termination; to recover from the Supplier the amount or value of any gift, consideration or commission concerned; and to recover from the Supplier any other loss or expense sustained in consequence of the carrying out of the Prohibited Act or the commission of the offence under the Bribery Act 2010; any termination under Clause 29.2.1 of this Schedule 2 of these Call-off Terms and Conditions shall be without prejudice to any right or remedy that has already accrued, or subsequently accrues, to the Authority; and notwithstanding Clause 22 of this Schedule 2 of these Call-off Terms and Conditionsthe Dispute Resolution Procedure, any Dispute relating to: the interpretation of Clause 29 of this Schedule 2 of these Call-off Terms and Conditions2; or the amount or value of any gift, consideration or commission, shall be determined by the Authority, acting reasonably, and the decision shall be final and conclusive.

Prohibited Acts. 30.1 The Supplier warrants and represents that: : 30.1.1 it has not committed any offence under the Bribery Act 2010 or done any of the following (“Prohibited Acts”): ): (i) offered, given or agreed to give any officer or employee of the Authority any gift or consideration of any kind as an inducement or reward for doing or not doing or for having done or not having done any act in relation to the obtaining or performance of this or any other agreement with the Authority or for showing or not showing favour or disfavour to any person in relation to this or any other agreement with the Authority; or or (ii) in connection with this Contract paid or agreed to pay any commission other than a payment, particulars of which (including the terms and conditions of the agreement for its payment) have been disclosed in writing to the Authority; and or (iii) defrauded or attempted to defraud or conspired to defraud the Authority or any other public body; and 30.1.2 it has in place adequate procedures to prevent bribery and corruption, as contemplated by section 7 of the Bribery Act 2010. . 30.2 The Supplier warrants, represents and undertakes to the Authority that in entering into this Contract they have not breached the warranties contained within Clause 30.1 above. 30.3 If the Supplier or its Staff (or anyone acting on its or their behalf) has done or does any of the Prohibited Acts or has committed or commits any offence under the Bribery Act 2010 with or without the knowledge of the Supplier in relation to this or any other agreement with the Authority: : 30.3.1 the Authority shall be entitled: : (i) to terminate this Contract and recover from the Supplier the amount of any loss resulting from the termination; ; (ii) to recover from the Supplier the amount or value of any gift, consideration or commission concerned; and and (iii) to recover from the Supplier any other loss or expense sustained in consequence of the carrying out of the Prohibited Act or the commission of the offence under the Bribery Act 2010; ; 30.3.2 any termination under Clause 29.2.1 30.3.1 of this Schedule 2 of these Call-off Terms and Conditions shall be without prejudice to any right or remedy that has already accrued, or subsequently accrues, to the Authority; and and 30.3.3 notwithstanding Clause 22 of this Schedule 2 of these Call-off Terms and Conditions, any Dispute relating to: : (i) the interpretation of Clause 29 30 of this Schedule 2 of these Call-off Terms and Conditions; or or (ii) the amount or value of any gift, consideration or commission, shall be determined by the Authority, acting reasonably, and the decision shall be final and conclusive.

Prohibited Acts. The Supplier warrants and represents that: it Without in any way limiting the scope of Section 4.1 above, so long as the Discharge of Senior Indebtedness has not committed any offence under occurred, but subject always to the Bribery Act 2010 or done any provisions of the following (“Prohibited Acts”): offeredSection 11.1(a), given or agreed to give any officer or employee of the Authority any gift or consideration of any kind as an inducement or reward for doing each Subordinated Debt Party agrees, whether or not doing any Insolvency Proceeding or for having done other Proceeding has been commenced or not having done is pending, that it will not, and hereby waives any act right to: a. initiate, or support any other Person (other than Administrative Agent) in relation initiating, an Insolvency Proceeding; b. take, or support any other Person (other than Administrative Agent) in taking, any Enforcement Action, except that Subordinated Creditor may receive and retain Permitted Payments solely to the obtaining extent expressly permitted under Section 7.1 below; c. contest, protest or performance of this object to (or support any other Person contesting) any foreclosure action or proceeding (including an Insolvency Proceeding) brought by the Administrative Agent or any other agreement with the Authority or for showing or not showing favour or disfavour to any person in relation to this Senior Lender, or any other agreement enforcement or exercise by Administrative Agent or any other Senior Lender of any rights or remedies relating to the Senior Indebtedness and the Collateral; d. contest, protest or object to (or support any other Person contesting) the forbearance by the Administrative Agent or any other Senior Lender from commencing or pursuing any foreclosure action or proceeding or any other enforcement or exercise of any rights or remedies with respect to the Senior Indebtedness and the Collateral; e. take or receive any Collateral, or any proceeds thereof or payment with respect thereto, in connection with the Authority; exercise of any right or enforcement of any remedy (including any right of setoff) with respect to any Subordinated Indebtedness, any Collateral or in connection with any insurance policy award under a policy of insurance relating to any Collateral (including any mortgagee policy of insurance) or any condemnation award (or deed in lieu of condemnation) relating to any Collateral; f. take (or support any other Person in taking) any action that would, or could reasonably be expected to, hinder, in any manner, any exercise of any rights or remedies under the Loan Documents, including any Disposition of any Collateral, whether by foreclosure or otherwise; g. contest, protest or object to (or support any other Person in objecting to) the manner in which the Administrative Agent or any other Senior Lender may seek to enforce or collect the Senior Indebtedness or any Liens, regardless of whether any action or failure to act by or on behalf of the Administrative Agent or any other Senior Lender is, or could be, adverse to the interests of a Subordinated Debt Party, and will not assert (or support any other Person in asserting), and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshaling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Collateral or any similar rights a junior creditor may have under applicable law; h. attempt, directly or indirectly, whether by judicial proceeding or otherwise, to challenge or question (or support any other Person in challenging or questioning) the validity, priority or enforceability of any Senior Indebtedness, the priority, perfection, validity or enforceability of any Lien on the Collateral, or the validity or enforceability of any of the Loan Documents, including this Contract paid Agreement (and any automatic reinstatement thereof under Section 11.1 below), or the validity or enforceability of the priorities, rights or obligations established by this Agreement; i. contest, protest or object to (or support any other Person contesting) any Disposition of all or any part of the Collateral, provided that the Liens of Subordinated Debt Parties attach to the net proceeds of the Disposition with at least the same priority and validity as the Liens held by Subordinated Debt Parties on such Collateral, and the Liens remain subject to the terms of this Agreement; j. contest, protest or object to (or support any other Person contesting) any request of the Administrative Agent or the other Senior Lenders for (1) relief from the automatic stay imposed by Section 362 of the Bankruptcy Code or (2) any request for adequate protection within the meaning of Section 361 of the Bankruptcy Code; k. contest, protest or object to (or support any other Person contesting) the payment of Post-Petition Interest, or any fees, costs, charges and expenses to the Administrative Agent or any Senior Lender under Section 506(b) of the Bankruptcy Code; l. unless otherwise agreed by the Administrative Agent in writing, (i) file any motion, application or other pleading seeking affirmative relief, including without limitation for the appointment of a trustee or examiner in an Insolvency Proceeding, for the conversion of the case to pay a liquidation proceeding, for the substantive consolidation of the Credit Party’s bankruptcy case with the case of any commission other entity, for the creation of a separate official committee representing only the Subordinated Creditor or the Subordinated Debt Parties, or any other form of affirmative relief of any other kind or nature, or (ii) file any objection or other responsive pleading opposing any relief requested by any Senior Lender or support any other Person taking any such action; m. In any Insolvency Proceeding or other Proceeding of any Credit Party, if any Credit Party shall, as debtor(s)-in-possession, move for approval of financing, which for avoidance of doubt, may include a roll-up of the Senior Indebtedness under the Credit Agreement (“DIP Financing”) to be provided by one or more lenders, which, for avoidance of doubt, may include the Senior Lenders (the “DIP Lenders”), under Section 364 of the Bankruptcy Code or the use of cash collateral or the sale of property that constitutes Collateral under Section 363 of the Bankruptcy Code or pursuant to any Plan of Reorganization, each Subordinated Creditor agrees that it will raise no objection to, nor support any Person objecting to, and shall be deemed to have consented to, any such financing or to the Liens on the Collateral securing the same (“DIP Financing Liens”) or to any use of cash collateral or sale (whether under Section 363 of the Bankruptcy Code or pursuant to any Plan of Reorganization) of property that constitutes Collateral (including any bid, sale procedure or other orders in respect thereof), unless Administrative Agent shall then oppose or object to such DIP Financing or such DIP Financing Liens or use of cash collateral or sale of Collateral (and each Subordinated Debt Party will consent, and is deemed to have consented, to the subordination of its Liens with respect to such Collateral); n. provide (or support any other Person in providing) DIP Financing to any Credit Party secured by Liens equal or senior in priority to the Liens securing any Senior Indebtedness, provided, however, that if (i) the Senior Lenders are provided reasonable advance notice and opportunity to provide DIP Financing, but no Senior Lender offers to provide such DIP Financing, or (ii) no other Person (other than a Subordinated Debt Party), after having received reasonable advance notice and opportunity to provide DIP Financing, offers to provide DIP Financing on terms acceptable to the Senior Lenders, in each case on or before the date of any hearing to approve DIP Financing, then one or more Subordinated Debt Parties may seek to provide DIP Financing secured by Liens equal or senior in priority to the Liens securing any Senior Indebtedness and the Senior Lenders may object to such DIP Financing; o. oppose, seek to challenge or support any Person challenging, the Senior Indebtedness, any Lien securing the Senior Indebtedness, or any request for the allowance and payment of Post-Petition Interest and post-petition fees, costs, charges and expenses; p. seek adequate protection, within the meaning of section 361 of the Bankruptcy Code, of any interest in any Collateral, in each case without the Administrative Agent’s prior written consent, provided, however, that if in an Insolvency Proceeding Senior Lenders are granted adequate protection in the form of a Lien on additional property as collateral, a Subordinated Debt Party holding a Lien at the time of the filing of such Insolvency Proceeding may seek or request adequate protection in the form of a junior Lien on such additional collateral, which Lien shall automatically be subject to the terms of this Agreement in all respects, including without limitation, the payment-over provisions herein contained, particulars and shall be subordinated to the Liens of which the Senior Lenders (including adequate protection Liens) and subordinated to any DIP Financing Liens (and all obligations relating thereto), in each case on the terms and conditions same basis as the Subordinated Debt Party’s other Liens are subordinated herein; q. propose, sponsor, support, vote in favor of or agree to (i) any Non-Conforming Plan of Reorganization or (ii) any Plan of Reorganization, directly or indirectly, that is pursued pursuant to Section 1129(b)(1) of the agreement for its payment) have been disclosed in writing to Bankruptcy Code; and r. seek relief from the Authority; and it has in place adequate procedures to prevent bribery and corruption, as contemplated by section 7 of the Bribery Act 2010. If the Supplier or its Staff (or anyone acting on its or their behalf) has done or does any of the Prohibited Acts or has committed or commits any offence under the Bribery Act 2010 with or without the knowledge of the Supplier in relation to this automatic stay or any other agreement with the Authority: the Authority shall be entitled: to terminate this Contract and recover from the Supplier the amount stay in an Insolvency Proceeding or other Proceeding in respect of any loss resulting from the termination; to recover from the Supplier the amount Collateral, a Creditor Party or value of any gift, consideration or commission concerned; and to recover from the Supplier any other loss or expense sustained in consequence of the carrying out of the Prohibited Act or the commission of the offence under the Bribery Act 2010; any termination under Clause 29.2.1 of this Schedule 2 of these Call-off Terms and Conditions shall be without prejudice to any right or remedy that has already accrued, or subsequently accrues, to the Authority; and notwithstanding Clause 22 of this Schedule 2 of these Call-off Terms and Conditions, any Dispute relating to: the interpretation of Clause 29 of this Schedule 2 of these Call-off Terms and Conditions; or the amount or value of any gift, consideration or commission, shall be determined by the Authority, acting reasonably, and the decision shall be final and conclusiveits property.

Prohibited Acts. The Supplier warrants and represents that: it has not committed any offence under the Bribery Act 2010 or done any of the following (“Prohibited Acts”): offered, given or agreed to give any officer or employee of the Authority any gift or consideration of any kind as an inducement or reward for doing or not doing or for having done or not having done any act in relation to the obtaining or performance of this or any other agreement with the Authority or for showing or not showing favour or disfavour to any person in relation to this or any other agreement with the Authority; or in connection with this Contract paid or agreed to pay any commission other than a payment, particulars of which (including the terms and conditions of the agreement for its payment) have been disclosed in writing to the Authority; and it has in place adequate procedures to prevent bribery and corruption, as contemplated by section 7 of the Bribery Act 2010. If the Supplier or its Staff (or anyone acting on its or their behalf) has done or does any of the Prohibited Acts or has committed or commits any offence under the Bribery Act 2010 with or without the knowledge of the Supplier in relation to this or any other agreement with the Authority: the Authority shall be entitled: to terminate this Contract and recover from the Supplier the amount of any loss resulting from the termination; to recover from the Supplier the amount or value of any gift, consideration or commission concerned; and to recover from the Supplier any other loss or expense sustained in consequence of the carrying out of the Prohibited Act or the commission of the offence under the Bribery Act 2010; any termination under Clause 29.2.1 of this Schedule 2 of these Call-off Terms and Conditions shall be without prejudice to any right or remedy that has already accrued, or subsequently accrues, to the Authority; and notwithstanding Clause 22 of this Schedule 2 of these Call-off Terms and Conditions2, any Dispute dispute relating to: the interpretation of Clause 29 of this Schedule 2 of these Call-off Terms and Conditions2; or the amount or value of any gift, consideration or commission, shall be determined by the Authority, acting reasonably, and the decision shall be final and conclusive.

Prohibited Acts. The Supplier warrants and represents that: it has not committed any offence under the Bribery Act 2010 or done any of the following (“Prohibited Acts”): offered, given or agreed to give any officer or employee of the Authority any gift or consideration of any kind as an inducement or reward for doing or not doing or for having done or not having done any act in relation to the obtaining or performance of this or any other agreement with the Authority or for showing or not showing favour or disfavour to any person in relation to this or any other agreement with the Authority; or in connection with this Contract paid or agreed to pay any commission other than a payment, particulars of which (including the terms and conditions of the agreement for its payment) have been disclosed in writing to the Authority; and it has in place adequate procedures to prevent bribery and corruption, as contemplated by section 7 of the Bribery Act 2010. If the Supplier or its Staff (or anyone acting on its or their behalf) has done or does any of the Prohibited Acts or has committed or commits any offence under the Bribery Act 2010 with or without the knowledge of the Supplier in relation to this or any other agreement with the Authority: the Authority shall be entitled: to terminate this Contract and recover from the Supplier the amount of any loss resulting from the termination; to recover from the Supplier the amount or value of any gift, consideration or commission concerned; and to recover from the Supplier any other loss or expense sustained in consequence of the carrying out of the Prohibited Act or the commission of the offence under the Bribery Act 2010; any termination under Clause 29.2.1 51.2.1 of this Schedule 2 of these Call-off Terms and Conditions shall be without prejudice to any right or remedy that has already accrued, or subsequently accrues, to the Authority; and notwithstanding Clause 22 44 of this Schedule 2 of these Call-off Terms and Conditions2, any Dispute dispute relating to: the interpretation of Clause 29 51 of this Schedule 2 of these Call-off Terms and Conditions2; or the amount or value of any gift, consideration or commission, shall be determined by the Authority, acting reasonably, and the decision shall be final and conclusive.

Prohibited Acts. The Supplier warrants and represents that: it has not committed any offence under the Bribery Act 2010 ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ or done any of the following (“Prohibited Acts”): offered, given or agreed to give any officer or employee of the Authority any gift or consideration of any kind as an inducement or reward for doing or not doing or for having done or not having done any act in relation to the obtaining or performance of this or any other agreement with the Authority or for showing or not showing favour or disfavour to any person in relation to this or any other agreement with the Authority; or in connection with this Contract paid or agreed to pay any commission other than a payment, particulars of which (including the terms and conditions of the agreement for its payment) have been disclosed in writing to the Authority; and it has in place adequate procedures to prevent bribery and corruption, as contemplated by section 7 of the Bribery Act 2010▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇. If the Supplier or its Staff (or anyone acting on its or their behalf) has done or does any of the Prohibited Acts or has committed or commits any offence under the Bribery Act 2010 ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ with or without the knowledge of the Supplier in relation to this or any other agreement with the Authority: the Authority shall be entitled: to terminate this Contract and recover from the Supplier the amount of any loss resulting from the termination; to recover from the Supplier the amount or value of any gift, consideration or commission concerned; and to recover from the Supplier any other loss or expense sustained in consequence of the carrying out of the Prohibited Act or the commission of the offence under the Bribery Act 2010▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇; any termination under Clause 29.2.1 of this Schedule 2 of these Call-off Terms and Conditions shall be without prejudice to any right or remedy that has already accrued, or subsequently accrues, to the Authority; and notwithstanding Clause 22 of this Schedule 2 of these Call-off Terms and Conditions, any Dispute relating to: the interpretation of Clause 29 of this Schedule 2 of these Call-off Terms and Conditions; or the amount or value of any gift, consideration or commission, shall be determined by the Authority, acting reasonably, and the decision shall be final and conclusive.

Prohibited Acts. 29.1 The Supplier warrants and represents that: : 29.1.1 it has not committed any offence under the Bribery Act 2010 or done any of the following (“Prohibited Acts”): ): (i) offered, given or agreed to give any officer or employee of the Authority any gift or consideration of any kind as an inducement or reward for doing or not doing or for having done or not having done any act in relation to the obtaining or performance of this or any other agreement with the Authority or for showing or not showing favour or disfavour to any person in relation to this or any other agreement with the Authority; or or (ii) in connection with this Contract paid or agreed to pay any commission other than a payment, particulars of which (including the terms and conditions of the agreement for its payment) have been disclosed in writing to the Authority; and and 29.1.2 it has in place adequate procedures to prevent bribery and corruption, as contemplated by section 7 of the Bribery Act 2010. . 29.2 If the Supplier or its Staff (or anyone acting on its or their behalf) has done or does any of the Prohibited Acts or has committed or commits any offence under the Bribery Act 2010 with or without the knowledge of the Supplier in relation to this or any other agreement with the Authority: : 29.2.1 the Authority shall be entitled: : (i) to terminate this Contract and recover from the Supplier the amount of any loss resulting from the termination; ; (ii) to recover from the Supplier the amount or value of any gift, consideration or commission concerned; and and (iii) to recover from the Supplier any other loss or expense sustained in consequence of the carrying out of the Prohibited Act or the commission of the offence under the Bribery Act 2010; ; 29.2.2 any termination under Clause 29.2.1 of this Schedule 2 of these Call-off Terms and Conditions shall be without prejudice to any right or remedy that has already accrued, or subsequently accrues, to the Authority; and and 29.2.3 notwithstanding Clause 22 of this Schedule 2 of these Call-off Terms and Conditions2, any Dispute dispute relating to: : (i) the interpretation of Clause 29 of this Schedule 2 of these Call-off Terms and Conditions2; or or (ii) the amount or value of any gift, consideration or commission, shall be determined by the Authority, acting reasonably, and the decision shall be final and conclusive.

Prohibited Acts. The Supplier warrants and represents that: it has not committed any offence under the Bribery Act 2010 ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ or done any of the following (“Prohibited Acts”): offered, given or agreed to give any officer or employee of the Authority any gift or consideration of any kind as an inducement or reward for doing or not doing or for having done or not having done any act in relation to the obtaining or performance of this or any other agreement with the Authority or for showing or not showing favour or disfavour to any person in relation to this or any other agreement with the Authority; or in connection with this Contract Framework Agreement paid or agreed to pay any commission other than a payment, particulars of which (including the terms and conditions of the agreement for its payment) have been disclosed in writing to the Authority; and it has in place adequate procedures to prevent bribery and corruption, as contemplated by section 7 of the Bribery Act 2010▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇. If the Supplier or its Staff (or anyone acting on its or their behalf) has done or does any of the Prohibited Acts or has committed or commits any offence under the Bribery Act 2010 ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ with or without the knowledge of the Supplier in relation to this or any other agreement with the Authority: the Authority shall be entitled: to terminate this Contract Framework Agreement and recover from the Supplier the amount of any loss resulting from the termination; to recover from the Supplier the amount or value of any gift, consideration or commission concerned; and to recover from the Supplier any other loss or expense sustained in consequence of the carrying out of the Prohibited Act or the commission of the offence under the Bribery Act 2010▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇; any termination under Clause 29.2.1 of this Schedule 2 of these Call-off Terms and Conditions shall be without prejudice to any right or remedy that has already accrued, or subsequently accrues, to the Authority; and notwithstanding Clause 22 of this Schedule 2 of these Call-off Terms and Conditions2, any Dispute relating to: the interpretation of Clause 29 of this Schedule 2 of these Call-off Terms and Conditions2; or the amount or value of any gift, consideration or commission, shall be determined by the Authority, acting reasonably, and the decision shall be final and conclusive.

Prohibited Acts. 43.1 The Supplier Provider warrants and represents that: : 43.1.1 it has not committed any offence under the Bribery Act 2010 or done any of the following (“Prohibited Acts”): ): (i) offered, given or agreed to give any officer or employee of the Authority ▇▇▇ any gift or consideration of any kind as an inducement or reward for doing or not doing or for having done or not having done any act in relation to the obtaining or performance of this or any other agreement with the Authority ▇▇▇ or for showing or not showing favour or disfavour to any person in relation to this or any other agreement with the Authority▇▇▇; or or (ii) in connection with this Contract contract paid or agreed to pay any commission other than a payment, particulars of which (including the terms and conditions of the agreement for its payment) have been disclosed in writing to the AuthorityHEE; and and 43.1.2 it has in place adequate procedures to prevent bribery and corruption, as contemplated by section 7 of the Bribery Act 2010. . 43.2 If the Supplier Provider or its Staff (or anyone acting on its or their behalf) has done or does any of the Prohibited Acts or has committed or commits any offence under the Bribery Act 2010 with or without the knowledge of the Supplier Provider in relation to this or any other agreement with the Authority: the Authority HEE: 43.3 HEE shall be entitled: : (i) to terminate this Contract contract and recover from the Supplier Provider the amount of any loss resulting from the termination; ; (ii) to recover from the Supplier Provider the amount or value of any gift, consideration or commission concerned; and and (iii) to recover from the Supplier Provider any other loss or expense sustained in consequence of the carrying out of the Prohibited Act or the commission of the offence under the Bribery Act 2010; ; 43.4 any termination under Clause 29.2.1 of this Schedule 2 of these Call-off Terms and Conditions clause 43.3 shall be without prejudice to any right or remedy that has already accrued, or subsequently accrues, to HEE; and 43.5 notwithstanding the Authority; and notwithstanding Clause 22 of this Schedule 2 of these Call-off Terms and ConditionsDispute Resolution Procedure, any Dispute relating to: : (i) the interpretation of Clause 29 of this Schedule 2 of these Call-off Terms and Conditions; or clause 43, or (ii) the amount or value of any gift, consideration or commission, shall be determined by the Authority▇▇▇, acting reasonably, and the decision shall be final and conclusive.

Prohibited Acts. The Supplier warrants and represents that: it has not committed any offence under the Bribery Act 2010 ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ or done any of the following (“Prohibited Acts”): offered, given or agreed to give any officer or employee of the Authority any gift or consideration of any kind as an inducement or reward for doing or not doing or for having done or not having done any act in relation to the obtaining or performance of this or any other agreement with the Authority or for showing or not showing favour or disfavour to any person in relation to this or any other agreement with the Authority; or in connection with this Contract Framework Agreement paid or agreed to pay any commission other than a payment, particulars of which (including the terms and conditions of the agreement for its payment) have been disclosed in writing to the Authority; and it has in place adequate procedures to prevent bribery and corruption, as contemplated by section 7 of the Bribery Act 2010▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇. If the Supplier or its Staff (or anyone acting on its or their behalf) has done or does any of the Prohibited Acts or has committed or commits any offence under the Bribery Act 2010 ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ with or without the knowledge of the Supplier in relation to this or any other agreement with the Authority: the Authority shall be entitled: to terminate this Contract Framework Agreement and recover from the Supplier the amount of any loss resulting from the termination; to recover from the Supplier the amount or value of any gift, consideration or commission concerned; and to recover from the Supplier any other loss or expense sustained in consequence of the carrying out of the Prohibited Act or the commission of the offence under the Bribery Act 2010▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇; any termination under Clause 29.2.1 39.2.1 of this Schedule 2 of these Call-off Terms and Conditions shall be without prejudice to any right or remedy that has already accrued, or subsequently accrues, to the Authority; and notwithstanding Clause 22 32 of this Schedule 2 of these Call-off Terms and Conditions2, any Dispute relating to: the interpretation of Clause 29 39 of this Schedule 2 of these Call-off Terms and Conditions2; or the amount or value of any gift, consideration or commission, shall be determined by the Authority, acting reasonably, and the decision shall be final and conclusive.

Prohibited Acts. The Supplier warrants and represents that: it has not committed (a) Project Co covenants that neither Project Co nor any offence under of its agents, Principal Contractors or Subcontractors nor the Bribery Act 2010 or done employees of any of the following (“Prohibited Acts”): offeredaforementioned persons, given nor any person for whom Project Co is in law responsible, shall offer or agreed give or agree to give any officer or employee person in the service of the Authority Province or BCTFA any gift or consideration of any kind as an inducement or reward for doing or not doing forbearing to do or for having done or not having done forborne to do any act in relation to the obtaining or performance execution of this Agreement or for showing or forbearing to show favour or disfavour in relation to this Agreement. (b) Project Co covenants that neither Project Co nor any Principal Contractor shall enter into this Agreement or any other agreement with the Authority Province or BCTFA in connection with which a commission, fee, payment or benefit has been paid or agreed to be paid by Project Co or a Principal Contractor or on behalf of Project Co or a Principal Contractor or to the knowledge of Project Co or a Principal Contractor, other than to any person for showing whom Project Co is in law responsible, to the Senior Lenders or not showing favour or disfavour to any person in relation to this or any other the service of the Senior Lenders, unless before such agreement with the Authority; or in connection with this Contract paid or agreed to pay any commission other than a payment, is made particulars of which (including any such commission, fee, payment or benefit and of the terms and conditions of the any agreement for its payment) the payment thereof have been disclosed in writing to and consented to by the Authority; and it has Province. (c) Without limiting Section 4.5(b), Project Co covenants that no person for whom Project Co is in place adequate procedures to prevent bribery and corruption, as contemplated by section 7 of law responsible shall enter into any agreement with the Bribery Act 2010. If the Supplier Province or its Staff (or anyone acting on its or their behalf) has done or does any of the Prohibited Acts or has committed or commits any offence under the Bribery Act 2010 with or without the knowledge of the Supplier BCTFA in relation to this the Project in connection with which a commission, fee, payment or any benefit has been paid or agreed to be paid by such person or on its behalf or to its knowledge, other agreement with the Authority: the Authority shall be entitled: to terminate this Contract and recover from the Supplier the amount of any loss resulting from the termination; to recover from the Supplier the amount or value of any gift, consideration or commission concerned; and to recover from the Supplier any other loss or expense sustained in consequence of the carrying out of the Prohibited Act or the commission of the offence under the Bribery Act 2010; any termination under Clause 29.2.1 of this Schedule 2 of these Call-off Terms and Conditions shall be without prejudice than to any right or remedy that has already accrued, or subsequently accruesperson for whom Project Co is in law responsible, to the Authority; and notwithstanding Clause 22 Senior Lenders or to any person in the service of this Schedule 2 of these Call-off Terms and Conditionsthe Senior Lenders, any Dispute relating to: the interpretation of Clause 29 of this Schedule 2 of these Call-off Terms and Conditions; or the amount or value unless before such agreement is made particulars of any gift, consideration or such commission, shall be determined fee, payment or benefit and of the terms and conditions of any agreement for the payment thereof have been disclosed in writing to and consented to by the Authority, acting reasonably, and the decision shall be final and conclusiveProvince.

Prohibited Acts. 30.1 The Supplier warrants and represents that: : 30.1.1 it has not committed any offence under the Bribery Act 2010 or done any of the following (“Prohibited Acts”): ): (i) offered, given or agreed to give any officer or employee of the Authority NHS Supply Chain any gift or consideration of any kind as an inducement or reward for doing or not doing or for having done or not having done any act in relation to the obtaining or performance of this or any other agreement with the Authority NHS Supply Chain or for showing or not showing favour or disfavour to any person in relation to this or any other agreement with the AuthorityNHS Supply Chain; or or (ii) in connection with this Contract Framework Agreement paid or agreed to pay any commission other than a payment, particulars of which (including the terms and conditions of the agreement for its payment) have been disclosed in writing to the AuthorityNHS Supply Chain; and and 30.1.2 it has in place adequate procedures to prevent bribery and corruption, as contemplated by section 7 of the Bribery Act 2010. . 30.2 If the Supplier or its Staff (or anyone acting on its or their behalf) has done or does any of the Prohibited Acts or has committed or commits any offence under the Bribery Act 2010 with or without the knowledge of the Supplier in relation to this or any other agreement with the Authority: the Authority NHS Supply Chain: 30.2.1 NHS Supply Chain shall be entitled: : (i) to terminate this Contract Framework Agreement and recover from the Supplier the amount of any loss resulting from the termination; ; (ii) to recover from the Supplier the amount or value of any gift, consideration or commission concerned; and and (iii) to recover from the Supplier any other loss or expense sustained in consequence of the carrying out of the Prohibited Act or the commission of the offence under the Bribery Act 2010; ; 30.2.2 any termination under Clause 29.2.1 30.2.1 of this Schedule 2 of these Call-off Terms and Conditions shall be without prejudice to any right or remedy that has already accrued, or subsequently accrues, to the AuthorityNHS Supply Chain; and and 30.2.3 notwithstanding Clause 22 23 of this Schedule 2 of these Call-off Terms and Conditions2, any Dispute dispute relating to: : (i) the interpretation of Clause 29 30 of this Schedule 2 of these Call-off Terms and Conditions2; or or (ii) the amount or value of any gift, consideration or commission, shall be determined by the AuthorityNHS Supply Chain, acting reasonably, and the decision shall be final and conclusive.

Prohibited Acts. The Supplier warrants and represents that: it Without in any way limiting the scope of Section 4.1 above, so long as the Discharge of Senior Indebtedness has not committed any offence under occurred, but subject always to the Bribery Act 2010 or done any provisions of the following (“Prohibited Acts”): offeredSection 11.1(a), given or agreed to give any officer or employee of the Authority any gift or consideration of any kind as an inducement or reward for doing each Subordinated Debt Party agrees, whether or not doing any Insolvency Proceeding or for having done other Proceeding has been commenced or not having done is pending, that it will not, and hereby waives any act in relation to the obtaining right to: a. initiate, or performance of this support any other Person (other than Administrative Agent or any other agreement with the Authority Beneficiary) in initiating, an Insolvency Proceeding; b. take, or for showing or not showing favour or disfavour to support any person in relation to this other Person (other than Administrative Agent or any other agreement Beneficiary) in taking, any Enforcement Action, except that Subordinated Creditor may receive and retain Permitted Payments solely to the extent expressly permitted under Section 7.1 below; c. contest, protest or object to (or support any other Person contesting) any foreclosure action or proceeding (including an Insolvency Proceeding) brought by the Administrative Agent or any other Beneficiary, or any other enforcement or exercise by Administrative Agent or any other Beneficiary of any rights or remedies relating to the Senior Indebtedness and the Collateral; d. contest, protest or object to (or support any other Person contesting) the forbearance by the Administrative Agent or any other Beneficiary from commencing or pursuing any foreclosure action or proceeding or any other enforcement or exercise of any rights or remedies with respect to the Senior Indebtedness and the Collateral; e. take or receive any Collateral, or any proceeds thereof or payment with respect thereto, in connection with the Authority; exercise of any right or enforcement of any remedy (including any right of setoff) with respect to any Subordinated Indebtedness, any Collateral or in connection with any insurance policy award under a policy of insurance relating to any Collateral (including any mortgagee policy of insurance) or any condemnation award (or deed in lieu of condemnation) relating to any Collateral; f. take (or support any other Person in taking) any action that would, or could reasonably be expected to, hinder, in any manner, any exercise of any rights or remedies of the Beneficiaries under any definitive documentation entered into by the Credit Parties evidencing Beneficiary Indebtedness, including under the Loan Documents (including any Disposition of Collateral) by foreclosure or otherwise; g. contest, protest or object to (or support any other Person in objecting to) the manner in which the Administrative Agent or any other Senior Lender may seek to enforce or collect the Senior Indebtedness or any Liens, regardless of whether any action or failure to act by or on behalf of the Administrative Agent or any other Senior Lender is, or could be, adverse to the interests of a Subordinated Debt Party, and will not assert (or support any other Person in asserting), and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshaling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Collateral or any similar rights a junior creditor may have under applicable law; h. attempt, directly or indirectly, whether by judicial proceeding or otherwise, to challenge or question (or support any other Person in challenging or questioning) the validity, priority or enforceability of any Senior Indebtedness, the priority, perfection, validity or enforceability of any Lien on the Collateral, or the validity or enforceability of any of the Loan Documents, including this Contract paid Agreement (and any automatic reinstatement thereof under Section 11.1 below), or the validity or enforceability of the priorities, rights or obligations established by this Agreement; i. contest, protest or object to (or support any other Person contesting) any Disposition of all or any part of the Collateral, provided that the Liens of Subordinated Debt Parties attach to the net proceeds of the Disposition with at least the same priority and validity as the Liens held by Subordinated Debt Parties on such Collateral, and the Liens remain subject to the terms of this Agreement; j. contest, protest or object to (or support any other Person contesting) any request of the Administrative Agent or the other Senior Lenders for (1) relief from the automatic stay imposed by Section 362 of the Bankruptcy Code or (2) any request for adequate protection within the meaning of Section 361 of the Bankruptcy Code; k. contest, protest or object to (or support any other Person contesting) the payment of Post-Petition Interest, or any fees, costs, charges and expenses to the Administrative Agent or any Senior Lender under Section 506(b) of the Bankruptcy Code; l. unless otherwise agreed by the Administrative Agent in writing, (i) file any motion, application or other pleading seeking affirmative relief, including without limitation for the appointment of a trustee or examiner in an Insolvency Proceeding, for the conversion of the case to pay a liquidation proceeding, for the substantive consolidation of the Credit Party’s bankruptcy case with the case of any commission other entity, for the creation of a separate official committee representing only the Subordinated Creditor or the Subordinated Debt Parties, or any other form of affirmative relief of any other kind or nature, or (ii) file any objection or other responsive pleading opposing any relief requested by any Senior Lender or support any other Person taking any such action; m. In any Insolvency Proceeding or other Proceeding of any Credit Party, if any Credit Party shall, as debtor(s)-in-possession, move for approval of financing, which for avoidance of doubt, may include a roll-up of the Senior Indebtedness under the Credit Agreement (“DIP Financing”) to be provided by one or more lenders, which, for avoidance of doubt, may include the Senior Lenders (the “DIP Lenders”), under Section 364 of the Bankruptcy Code or the use of cash collateral or the sale of property that constitutes Collateral under Section 363 of the Bankruptcy Code or pursuant to any Plan of Reorganization, each Subordinated Creditor agrees that it will raise no objection to, nor support any Person objecting to, and shall be deemed to have consented to, any such financing or to the Liens on the Collateral securing the same (“DIP Financing Liens”) or to any use of cash collateral or sale (whether under Section 363 of the Bankruptcy Code or pursuant to any Plan of Reorganization) of property that constitutes Collateral (including any bid, sale procedure or other orders in respect thereof), unless Administrative Agent shall then oppose or object to such DIP Financing or such DIP Financing Liens or use of cash collateral or sale of Collateral (and each Subordinated Debt Party will consent, and is deemed to have consented, to the subordination of its Liens with respect to such Collateral); n. provide (or support any Person other than a Beneficiary in providing) DIP Financing to any Credit Party secured by Liens equal or senior in priority to the Liens securing any Senior Indebtedness, provided, however, that if one or more Senior Lenders, on the one hand, and one or more other Beneficiaries, on the other hand, propose to provide competing DIP financings, no Subordinated Debt Party shall support any Beneficiary in providing DIP Financing, unless all of the applicable Beneficiaries proposing to provide such competing DIP financings so agree, and provided, further if (i) the Senior Lenders are provided reasonable advance notice and opportunity to provide DIP Financing, but no Senior Lender offers to provide such DIP Financing and (ii) no other Person (other than a Subordinated Debt Party), after having received reasonable advance notice and opportunity to provide DIP Financing, offers to provide DIP Financing on terms acceptable to the Senior Lenders, in each case on or before the date of any hearing to approve DIP Financing, then one or more Subordinated Debt Parties may seek to provide DIP Financing secured by Liens equal or senior in priority to the Liens securing any Senior Indebtedness and the Senior Lenders may object to such DIP Financing; o. oppose, seek to challenge or support any Person challenging, the Senior Indebtedness, any Lien securing the Senior Indebtedness, or any request for the allowance and payment of Post-Petition Interest and post-petition fees, costs, charges and expenses; p. seek adequate protection, within the meaning of section 361 of the Bankruptcy Code, of any interest in any Collateral, in each case without the Administrative Agent’s prior written consent, provided, however, that if in an Insolvency Proceeding Senior Lenders are granted adequate protection in the form of a Lien on additional property as collateral, a Subordinated Debt Party holding a Lien at the time of the filing of such Insolvency Proceeding may seek or request adequate protection in the form of a junior Lien on such additional collateral, which Lien shall automatically be subject to the terms of this Agreement in all respects, including without limitation, the payment-over provisions herein contained, particulars and shall be subordinated to the Liens of which the Senior Lenders (including adequate protection Liens) and subordinated to any DIP Financing Liens (and all obligations relating thereto), in each case on the terms and conditions same basis as the Subordinated Debt Party’s other Liens are subordinated herein; q. propose, sponsor, support, vote in favor of or agree to (i) any Non-Conforming Plan of Reorganization or (ii) any Plan of Reorganization, directly or indirectly, that is pursued pursuant to Section 1129(b)(1) of the agreement for its payment) have been disclosed in writing to Bankruptcy Code; and r. seek relief from the Authority; and it has in place adequate procedures to prevent bribery and corruption, as contemplated by section 7 of the Bribery Act 2010. If the Supplier or its Staff (or anyone acting on its or their behalf) has done or does any of the Prohibited Acts or has committed or commits any offence under the Bribery Act 2010 with or without the knowledge of the Supplier in relation to this automatic stay or any other agreement with the Authority: the Authority shall be entitled: to terminate this Contract and recover from the Supplier the amount stay in an Insolvency Proceeding or other Proceeding in respect of any loss resulting from the termination; to recover from the Supplier the amount Collateral, a Creditor Party or value of any gift, consideration or commission concerned; and to recover from the Supplier any other loss or expense sustained in consequence of the carrying out of the Prohibited Act or the commission of the offence under the Bribery Act 2010; any termination under Clause 29.2.1 of this Schedule 2 of these Call-off Terms and Conditions shall be without prejudice to any right or remedy that has already accrued, or subsequently accrues, to the Authority; and notwithstanding Clause 22 of this Schedule 2 of these Call-off Terms and Conditions, any Dispute relating to: the interpretation of Clause 29 of this Schedule 2 of these Call-off Terms and Conditions; or the amount or value of any gift, consideration or commission, shall be determined by the Authority, acting reasonably, and the decision shall be final and conclusiveits property.

Prohibited Acts. The Supplier warrants and represents that: it has not committed any offence under the Bribery Act 2010 or done any (a) In light of the following (“Prohibited Acts”): offered, given or agreed to give any officer or employee transfer of the Authority Guess? Trademarks to IP Holder pursuant to the Guess? Contribution Agreement, Trademark Originator shall not (i) engage in any gift activity that may contest, dispute, or consideration otherwise impair the right, title, interest, or goodwill of IP Holder in the Subject Trademarks, including, without limitation, any action to prevent or cancel any registration of the Subject Trademarks, (ii) contest the fact that Trademark Originator’s rights under this Agreement are solely those of a licensee and will cease upon termination or expiration of this Guess? License Agreement, (iii) attempt to register or use any trademark or symbol that is confusingly similar with in appearance or commercial impression to the Guess? Trademarks, or that features or incorporates any portion of the Guess? Trademarks, in its own name or for its own benefit (provided that Trademark Originator may use the word “Guess” on its labels to the extent required by law), (iv) take any action, or allow any licensee to take any action, that would impair the Subject Trademarks or the enforceability of the Subject License Agreements, or (v) enter into a trademark license that permits a licensee thereunder to distribute or sell certain products in certain territories if a Subject License Agreement grants the Licensee thereunder an exclusive right to distribute or sell the same products in the same territories. (b) Trademark Originator shall not take any action, or allow any licensee to take any action, that would adversely affect the ability or right of IP Holder to collect the Royalty Receivables, decrease the amount of the Royalty Receivables, or decrease the value of the Subject Trademarks if after giving effect to such action, the Prospective Coverage Ratio (calculated on a pro forma basis) would not be greater than or equal to 110% or, if the Prospective Coverage Ratio is already equal to or lesser than 110%, the Prospective Coverage Ratio (calculated on a pro forma basis) would not be greater than the Prospective Coverage Ratio before taking such action, or would otherwise reasonably be expected to result in a Material Adverse Effect. (c) IP Holder covenants and agrees that if it transfers any or all of the Guess? Trademarks to a third party it will (i) take no action that is reasonably likely to invalidate or constitute an assignment in gross of the Guess? Trademarks, (ii) take no action that would result in a material breach or impairment of the rights of any kind licensee under any license thereof (including this Guess? License Agreement), and (iii) when the related licenses are not also transferred to such third party, retain rights to such Guess? Trademarks sufficient to preserve the rights of all licensees as an inducement or reward for doing or not doing or for having done or not having done of the time of such transfer under any act in relation to the obtaining or performance of this or any other agreement with the Authority or for showing or not showing favour or disfavour to any person in relation to this or any other agreement with the Authority; or in connection with this Contract paid or agreed to pay any commission other than a payment, particulars of which license thereof (including the terms and conditions rights of Trademark Originator under this Guess? License Agreement). For the avoidance of doubt, IP Holder’s cooperation in any foreclosure proceedings instituted by beneficiaries of the agreement for its payment) have been disclosed in writing to the Authority; and it has in place adequate procedures to prevent bribery and corruption, as contemplated by section 7 of the Bribery Act 2010. If the Supplier or its Staff (or anyone acting on its or their behalf) has done or does any of the Prohibited Acts or has committed or commits any offence under the Bribery Act 2010 with or without the knowledge of the Supplier in relation to this or any other agreement with the Authority: the Authority shall be entitled: to terminate this Contract and recover from the Supplier the amount of any loss resulting from the termination; to recover from the Supplier the amount or value of any gift, consideration or commission concerned; and to recover from the Supplier any other loss or expense sustained in consequence of the carrying out of the Prohibited Act Indenture or the commission of the offence under the Bribery Act 2010; any termination under Clause 29.2.1 Guarantee are not violations of this Schedule 2 of these Call-off Terms and Conditions shall be without prejudice to any right or remedy that has already accrued, or subsequently accrues, to the Authority; and notwithstanding Clause 22 of this Schedule 2 of these Call-off Terms and Conditions, any Dispute relating to: the interpretation of Clause 29 of this Schedule 2 of these Call-off Terms and Conditions; or the amount or value of any gift, consideration or commission, shall be determined by the Authority, acting reasonably, and the decision shall be final and conclusivecovenant.

Prohibited Acts. 30.1 The Supplier warrants and represents that: : 30.1.1 it has not committed any offence under the Bribery Act 2010 or done any of the following (“Prohibited Acts”): ): (i) offered, given or agreed to give any officer or employee of the Authority NHS Supply Chain any gift or consideration of any kind as an inducement or reward for doing or not doing or for having done or not having done any act in relation to the obtaining or performance of this or any other agreement with the Authority NHS Supply Chain or for showing or not Revision: 7 August 2017 Page 30 of 90 showing favour or disfavour to any person in relation to this or any other agreement with the AuthorityNHS Supply Chain; or or (ii) in connection with this Contract Framework Agreement paid or agreed to pay any commission other than a payment, particulars of which (including the terms and conditions of the agreement for its payment) have been disclosed in writing to the AuthorityNHS Supply Chain; and and 30.1.2 it has in place adequate procedures to prevent bribery and corruption, as contemplated by section 7 of the Bribery Act 2010. . 30.2 If the Supplier or its Staff (or anyone acting on its or their behalf) has done or does any of the Prohibited Acts or has committed or commits any offence under the Bribery Act 2010 with or without the knowledge of the Supplier in relation to this or any other agreement with the Authority: the Authority NHS Supply Chain: 30.2.1 NHS Supply Chain shall be entitled: : (i) to terminate this Contract Framework Agreement and recover from the Supplier the amount of any loss resulting from the termination; ; (ii) to recover from the Supplier the amount or value of any gift, consideration or commission concerned; and and (iii) to recover from the Supplier any other loss or expense sustained in consequence of the carrying out of the Prohibited Act or the commission of the offence under the Bribery Act 2010; ; 30.2.2 any termination under Clause 29.2.1 30.2.1 of this Schedule 2 of these Call-off Terms and Conditions shall be without prejudice to any right or remedy that has already accrued, or subsequently accrues, to the AuthorityNHS Supply Chain; and and 30.2.3 notwithstanding Clause 22 23 of this Schedule 2 of these Call-off Terms and Conditions2, any Dispute dispute relating to: : (i) the interpretation of Clause 29 30 of this Schedule 2 of these Call-off Terms and Conditions2; or or (ii) the amount or value of any gift, consideration or commission, shall be determined by the AuthorityNHS Supply Chain, acting reasonably, and the decision shall be final and conclusive.

Prohibited Acts. 29.1 The Supplier warrants and represents that: : 29.1.1 it has not committed any offence under the Bribery Act 2010 or done any of the following (“Prohibited Acts”): ): (i) offered, given or agreed to give any officer or employee of the Authority any gift or consideration of any kind as an inducement or reward for doing or not doing or for having done or not having done any act in relation to the obtaining or performance of this or THHNHSFT Terms and Conditions for the Provision of Services (Contract Version) (August 2013) Page 48 of 87 any other agreement with the Authority or for showing or not showing favour or disfavour to any person in relation to this or any other agreement with the Authority; or or (ii) in connection with this Contract paid or agreed to pay any commission other than a payment, particulars of which (including the terms and conditions of the agreement for its payment) have been disclosed in writing to the Authority; and and 29.1.2 it has in place adequate procedures to prevent bribery and corruption, as contemplated by section 7 of the Bribery Act 2010. . 29.2 If the Supplier or its Staff (or anyone acting on its or their behalf) has done or does any of the Prohibited Acts or has committed or commits any offence under the Bribery Act 2010 with or without the knowledge of the Supplier in relation to this or any other agreement with the Authority: : 29.2.1 the Authority shall be entitled: : (i) to terminate this Contract and recover from the Supplier the amount of any loss resulting from the termination; ; (ii) to recover from the Supplier the amount or value of any gift, consideration or commission concerned; and and (iii) to recover from the Supplier any other loss or expense sustained in consequence of the carrying out of the Prohibited Act or the commission of the offence under the Bribery Act 2010; ; 29.2.2 any termination under Clause 29.2.1 of this Schedule 2 of these Call-off Terms and Conditions shall be without prejudice to any right or remedy that has already accrued, or subsequently accrues, to the Authority; and and 29.2.3 notwithstanding Clause 22 of this Schedule 2 of these Call-off Terms and Conditions2, any Dispute dispute relating to: : (i) the interpretation of Clause 29 of this Schedule 2 of these Call-off Terms and Conditions2; or the amount or value of any gift, consideration or commission, shall be determined by the Authority, acting reasonably, and the decision shall be final and conclusive.or

Prohibited Acts. 29.1 The Supplier warrants and represents that: : 29.1.1 it has not committed any offence under the Bribery Act 2010 or done any of the following of‌ (“Prohibited Acts”): i) offered, given or agreed to give any officer or employee of the Authority any gift or consideration of any kind as an inducement or reward for doing or not doing or for having done or not having done any act in relation to the obtaining or performance of this or any other agreement with the Authority or for showing or not showing favour or disfavour to any person in relation to this or any other agreement with the Authority; or or‌ (ii) in connection with this Contract Framework Agreement paid or agreed to pay any commission other than a payment, particulars of which (including the terms and conditions of the agreement for its payment) have been disclosed in writing to the Authority; and and 29.1.2 it has in place adequate procedures to prevent bribery and corruption, as contemplated by section 7 of the Bribery Act 2010. . 29.2 If the Supplier or its Staff (or anyone acting on its or their behalf) has done or does any of the Prohibited Acts or has committed or commits any offence under the Bribery Act 2010 with or without the knowledge of the Supplier in relation to this or any other agreement with the Authority: Authority:‌ 29.2.1 the Authority shall be entitled: entitled:‌ (i) to terminate this Contract Framework Agreement and recover from the Supplier the amount of any loss resulting from the termination; ; (ii) to recover from the Supplier the amount or value of any gift, consideration or commission concerned; and and (iii) to recover from the Supplier any other loss or expense sustained in consequence of the carrying out of the Prohibited Act or the commission of the offence under the Bribery Act 2010; ; 29.2.2 any termination under Clause 29.2.1 of this Schedule 2 of these Call-off Terms and Conditions shall be without prejudice to any right or remedy that has already accrued, or subsequently accrues, to the Authority; and and 29.2.3 notwithstanding Clause 22 of this Schedule 2 of these Call-off Terms and Conditions2, any Dispute relating to: : (i) the interpretation of Clause 29 of this Schedule 2 of these Call-off Terms and Conditions2; or or (ii) the amount or value of any gift, consideration or commission, shall be determined by the Authority, acting reasonably, and the decision shall be final and conclusive.

Prohibited Acts. 45.1 The Supplier Service Provider warrants and represents that: it : 45.1.1 It has not committed any offence under the Bribery Act 2010 ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ or done any of the following (“‘Prohibited Acts”’): offered- (i) Offered, given or agreed to give any officer or employee of the Authority Service Purchaser any gift or consideration of any kind as an inducement or reward for doing or not doing or for having done or not having done any act in relation to the obtaining or performance of this or any other agreement with the Authority Service Purchaser or for showing or not showing favour or disfavour to any person in relation to this or any other agreement with the AuthorityService Purchaser; or in or (ii) In connection with this Contract or any ISC made under the terms and conditions of this Contract paid or agreed to pay any commission other than a payment, particulars of which (including the terms and conditions of the agreement for its payment) have been disclosed in writing to the AuthorityService Purchaser; and it and 45.1.2 It has in place adequate procedures to prevent bribery and corruption, as contemplated by section 7 of the Bribery Act 2010. ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇. 45.2 If the Supplier Service Provider or its Staff (or anyone acting on its or their behalf) has done or does any of the Prohibited Acts or has committed or commits any offence under the Bribery Act 2010 ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ with or without the knowledge of the Supplier Service Provider in relation to this or any other agreement with the AuthorityService Purchaser: the Authority - 45.2.1 The Service Purchaser shall be entitled: to - (i) To terminate this Contract and recover from the Supplier Service Provider the amount of any direct loss resulting from the termination; to . (ii) To recover from the Supplier Service Provider the amount or value of any gift, consideration or commission concerned; and to and (iii) To recover from the Supplier Service Provider any other loss or expense sustained in consequence of the carrying out of the Prohibited Act or the commission of the offence under the Bribery Act 2010; any ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇. 45.2.2 Any termination under Clause 29.2.1 of this Schedule 2 of these Call-off Terms and Conditions 45.2.1 shall be without prejudice to any right or remedy that has already accrued, or subsequently accrues, to the AuthorityService Purchaser; and notwithstanding and 45.2.3 Notwithstanding Clause 22 of this Schedule 2 of these Call-off Terms and Conditions, 40 any Dispute dispute relating to: the - (i) The interpretation of Clause 29 of this Schedule 2 of these Call-off Terms and Conditions45; or the or (ii) The amount or value of any gift, consideration or commission, shall Shall be determined by the AuthorityService Purchaser, acting reasonably, and the decision shall be final and conclusive.

Prohibited Acts. The Supplier warrants and represents that: it has not committed any offence under the Bribery Act 2010 ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ or done any of the following (“Prohibited Acts”): offered, given or agreed to give any officer or employee of the Authority any gift or consideration of any kind as an inducement or reward for doing or not doing or for having done or not having done any act in relation to the obtaining or performance of this or any other agreement with the Authority or for showing or not showing favour or disfavour to any person in relation to this or any other agreement with the Authority; or in connection with this Contract Framework Agreement paid or agreed to pay any commission other than a payment, particulars of which (including the terms and conditions of the agreement for its payment) have been disclosed in writing to the Authority; and it has in place adequate procedures to prevent bribery and corruption, as contemplated by section 7 of the Bribery Act 2010▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇. If the Supplier or its Staff (or anyone acting on its or their behalf) has done or does any of the Prohibited Acts or has committed or commits any offence under the Bribery Act 2010 ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ with or without the knowledge of the Supplier in relation to this or any other agreement with the Authority: the Authority shall be entitled: to terminate this Contract Framework Agreement and recover from the Supplier the amount of any loss resulting from the termination; to recover from the Supplier the amount or value of any gift, consideration or commission concerned; and to recover from the Supplier any other loss or expense sustained in consequence of the carrying out of the Prohibited Act or the commission of the offence under the Bribery Act 2010▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇; any termination under Clause 29.2.1 41.2.1 of this Schedule 2 of these Call-off Terms and Conditions shall be without prejudice to any right or remedy that has already accrued, or subsequently accrues, to the Authority; and notwithstanding Clause 22 34 of this Schedule 2 of these Call-off Terms and Conditions2, any Dispute relating to: the interpretation of Clause 29 41 of this Schedule 2 of these Call-off Terms and Conditions2; or the amount or value of any gift, consideration or commission, shall be determined by the Authority, acting reasonably, and the decision shall be final and conclusive.

Prohibited Acts. 30.1 The Supplier warrants and represents that: : 30.1.1 it has not committed any offence under the Bribery Act 2010 or done any of the following (“Prohibited Acts”): ): (i) offered, given or agreed to give any officer or employee of the Authority NHS Supply Chain any gift or consideration of any kind as an inducement or reward for doing or not doing or for having done or not having done any act in relation to the obtaining or performance of this or any other agreement with the Authority NHS Supply Chain or for showing or not Revision: 7 August 2017 Page 28 of 59 showing favour or disfavour to any person in relation to this or any other agreement with the AuthorityNHS Supply Chain; or or (ii) in connection with this Contract Framework Agreement paid or agreed to pay any commission other than a payment, particulars of which (including the terms and conditions of the agreement for its payment) have been disclosed in writing to the AuthorityNHS Supply Chain; and and 30.1.2 it has in place adequate procedures to prevent bribery and corruption, as contemplated by section 7 of the Bribery Act 2010. . 30.2 If the Supplier or its Staff (or anyone acting on its or their behalf) has done or does any of the Prohibited Acts or has committed or commits any offence under the Bribery Act 2010 with or without the knowledge of the Supplier in relation to this or any other agreement with the Authority: the Authority NHS Supply Chain: 30.2.1 NHS Supply Chain shall be entitled: : (i) to terminate this Contract Framework Agreement and recover from the Supplier the amount of any loss resulting from the termination; ; (ii) to recover from the Supplier the amount or value of any gift, consideration or commission concerned; and and (iii) to recover from the Supplier any other loss or expense sustained in consequence of the carrying out of the Prohibited Act or the commission of the offence under the Bribery Act 2010; ; 30.2.2 any termination under Clause 29.2.1 30.2.1 of this Schedule 2 of these Call-off Terms and Conditions shall be without prejudice to any right or remedy that has already accrued, or subsequently accrues, to the AuthorityNHS Supply Chain; and and 30.2.3 notwithstanding Clause 22 23 of this Schedule 2 of these Call-off Terms and Conditions2, any Dispute dispute relating to: : (i) the interpretation of Clause 29 30 of this Schedule 2 of these Call-off Terms and Conditions2; or or (ii) the amount or value of any gift, consideration or commission, shall be determined by the AuthorityNHS Supply Chain, acting reasonably, and the decision shall be final and conclusive.

Prohibited Acts. The Supplier warrants and represents that: it has not committed any offence under the Bribery Act 2010 or done any of the following (“Prohibited Acts”): offered, given or agreed to give any officer or employee of the Authority any gift or consideration of any kind as an inducement or reward for doing or not doing or for having done or not having done any act in relation to the obtaining or performance of this or any other agreement with the Authority or for showing or not showing favour or disfavour to any person in relation to this or any other agreement with the Authority; or in connection with this Contract paid or agreed to pay any commission other than a payment, particulars of which (including the terms and conditions of the agreement for its payment) have been disclosed in writing to the Authority; and it has in place adequate procedures to prevent bribery and corruption, as contemplated by section 7 of the Bribery Act 2010. If the Supplier or its Staff (or anyone acting on its or their behalf) has done or does any of the Prohibited Acts or has committed or commits any offence under the Bribery Act 2010 with or without the knowledge of the Supplier in relation to this or any other agreement with the Authority: the Authority shall be entitled: to terminate this Contract and recover from the Supplier the amount of any loss resulting from the termination; to recover from the Supplier the amount or value of any gift, consideration or commission concerned; and to recover from the Supplier any other loss or expense sustained in consequence of the carrying out of the Prohibited Act or the commission of the offence under the Bribery Act 2010; any termination under Clause 29.2.1 60.2.1 of this Schedule 2 of these Call-off Terms and Conditions shall be without prejudice to any right or remedy that has already accrued, or subsequently accrues, to the Authority; and notwithstanding Clause 22 of this Schedule 2 of these Call-off Terms and Conditionsthe Dispute Resolution Procedure, any Dispute relating to: the interpretation of Clause 29 of this Schedule 2 of these Call-off Terms and Conditions2; or the amount or value of any gift, consideration or commission, shall be determined by the Authority, acting reasonably, and the decision shall be final and conclusive.

Prohibited Acts. The Supplier warrants and represents that: it has not committed any offence under the Bribery Act 2010 ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ or done any of the following (“Prohibited Acts”): offered, given or agreed to give any officer or employee of the Authority any gift or consideration of any kind as an inducement or reward for doing or not doing or for having done or not having done any act in relation to the obtaining or performance of this or any other agreement with the Authority or for showing or not showing favour or disfavour to any person in relation to this or any other agreement with the Authority; or in connection with this Contract paid or agreed to pay any commission other than a payment, particulars of which (including the terms and conditions of the agreement for its payment) have been disclosed in writing to the Authority; and it has in place adequate procedures to prevent bribery and corruption, as contemplated by section 7 of the Bribery Act 2010▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇. If the Supplier or its Staff (or anyone acting on its or their behalf) has done or does any of the Prohibited Acts or has committed or commits any offence under the Bribery Act 2010 ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ with or without the knowledge of the Supplier in relation to this or any other agreement with the Authority: the Authority shall be entitled: to terminate this Contract and recover from the Supplier the amount of any loss resulting from the termination; to recover from the Supplier the amount or value of any gift, consideration or commission concerned; and to recover from the Supplier any other loss or expense sustained in consequence of the carrying out of the Prohibited Act or the commission of the offence under the Bribery Act 2010▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇; any termination under Clause 29.2.1 81.2.1 of this Schedule 2 11 of these Call-off Terms and Conditions shall be without prejudice to any right or remedy that has already accrued, or subsequently accrues, to the Authority; and notwithstanding Clause 22 74 of this Schedule 2 11 of these Call-off Terms and Conditions, any Dispute relating to: the interpretation of Clause 29 81 of this Schedule 2 11 of these Call-off Terms and Conditions; or the amount or value of any gift, consideration or commission, shall be determined by the Authority, acting reasonably, and the decision shall be final and conclusive.

Prohibited Acts. The Supplier warrants and represents that: it has not committed any offence under the Bribery Act 2010 or done any of the following (“Prohibited Acts”): offered, given or agreed to give any officer or employee of the Authority any gift or consideration of any kind as an inducement or reward for doing or not doing or for having done or not having done any act in relation to the obtaining or performance of this or any other agreement with the Authority or for showing or not showing favour or disfavour to any person in relation to this or any other agreement with the Authority; or in connection with this Contract Framework Agreement paid or agreed to pay any commission other than a payment, particulars of which (including the terms and conditions of the agreement for its payment) have been disclosed in writing to the Authority; and it has in place adequate procedures to prevent bribery and corruption, as contemplated by section 7 of the Bribery Act 2010. If the Supplier or its Staff (or anyone acting on its or their behalf) has done or does any of the Prohibited Acts or has committed or commits any offence under the Bribery Act 2010 with or without the knowledge of the Supplier in relation to this or any other agreement with the Authority: the Authority shall be entitled: to terminate this Contract Framework Agreement and recover from the Supplier the amount of any loss resulting from the termination; to recover from the Supplier the amount or value of any gift, consideration or commission concerned; and to recover from the Supplier any other loss or expense sustained in consequence of the carrying out of the Prohibited Act or the commission of the offence under the Bribery Act 2010; any termination under Clause 29.2.1 1 of this Schedule 2 of these Call-off Terms and Conditions shall be without prejudice to any right or remedy that has already accrued, or subsequently accrues, to the Authority; and notwithstanding Clause 22 Error: Reference source not found of this Schedule 2 of these Call-off Terms and Conditions2, any Dispute dispute relating to: the interpretation of Clause 29 5 of this Schedule 2 of these Call-off Terms and Conditions2; or the amount or value of any gift, consideration or commission, shall be determined by the Authority, acting reasonably, and the decision shall be final and conclusive.

Prohibited Acts. 43.1 The Supplier Provider warrants and represents that: : 43.1.1 it has not committed any offence under the Bribery Act 2010 or done any of the following (“Prohibited Acts”): offered, given or agreed to give any officer or employee of the Authority HEE any gift or consideration of any kind as an inducement or reward for doing or not doing or for having done or not having done any act in relation to the obtaining or performance of this or any other agreement with the Authority ▇▇▇ or for showing or not showing favour or disfavour to any person in relation to this or any other agreement with the Authority▇▇▇; or in connection with this Contract contract paid or agreed to pay any commission other than a payment, particulars of which (including the terms and conditions of the agreement for its payment) have been disclosed in writing to the AuthorityHEE; and and 43.1.2 it has in place adequate procedures to prevent bribery and corruption, as contemplated by section 7 of the Bribery Act 2010. . 43.2 If the Supplier Provider or its Staff (or anyone acting on its or their behalf) has done or does any of the Prohibited Acts or has committed or commits any offence under the Bribery Act 2010 with or without the knowledge of the Supplier Provider in relation to this or any other agreement with the Authority: the Authority HEE: 43.3 HEE shall be entitled: to terminate this Contract contract and recover from the Supplier Provider the amount of any loss resulting from the termination; to recover from the Supplier Provider the amount or value of any gift, consideration or commission concerned; and to recover from the Supplier Provider any other loss or expense sustained in consequence of the carrying out of the Prohibited Act or the commission of the offence under the Bribery Act 2010; ; 43.4 any termination under Clause 29.2.1 of this Schedule 2 of these Call-off Terms and Conditions clause 43.3 shall be without prejudice to any right or remedy that has already accrued, or subsequently accrues, to HEE; and 43.5 notwithstanding the Authority; and notwithstanding Clause 22 of this Schedule 2 of these Call-off Terms and ConditionsDispute Resolution Procedure, any Dispute relating to: the interpretation of Clause 29 of this Schedule 2 of these Call-off Terms and Conditions; clause 43, or the amount or value of any gift, consideration or commission, shall be determined by the Authority▇▇▇, acting reasonably, and the decision shall be final and conclusive.

Prohibited Acts. The Supplier warrants and represents that: it has not committed any offence under the Bribery Act 2010 ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ or done any of the following (“Prohibited Acts”): offered, given or agreed to give any officer or employee of the Authority any gift or consideration of any kind as an inducement or reward for doing or not doing or for having done or not having done any act in relation to the obtaining or performance of this or any other agreement with the Authority or for showing or not showing favour or disfavour to any person in relation to this or any other agreement with the Authority; or in connection with this Contract paid or agreed to pay any commission other than a payment, particulars of which (including the terms and conditions of the agreement for its payment) have been disclosed in writing to the Authority; and it has in place adequate procedures to prevent bribery and corruption, as contemplated by section 7 of the Bribery Act 2010▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇. If the Supplier or its Staff (or anyone acting on its or their behalf) has done or does any of the Prohibited Acts or has committed or commits any offence under the Bribery Act 2010 ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ with or without the knowledge of the Supplier in relation to this or any other agreement with the Authority: the Authority shall be entitled: to terminate this Contract and recover from the Supplier the amount of any loss resulting from the termination; to recover from the Supplier the amount or value of any gift, consideration or commission concerned; and to recover from the Supplier any other loss or expense sustained in consequence of the carrying out of the Prohibited Act or the commission of the offence under the Bribery Act 2010▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇; any termination under Clause 29.2.1 36.2.1 of this Schedule 2 of these Call-off Terms and Conditions shall be without prejudice to any right or remedy that has already accrued, or subsequently accrues, to the Authority; and notwithstanding Clause 22 29 of this Schedule 2 of these Call-off Terms and Conditions, any Dispute relating to: the interpretation of Clause 29 36 of this Schedule 2 of these Call-off Terms and Conditions; or the amount or value of any gift, consideration or commission, shall be determined by the Authority, acting reasonably, and the decision shall be final and conclusive.

Prohibited Acts. The Supplier warrants and represents that: it has not committed any offence under the Bribery Act 2010 or done any of the following (“Prohibited Acts”): offered, given or agreed to give any officer or employee of the Authority any gift or consideration of any kind as an inducement or reward for doing or not doing or for having done or not having done any act in relation to the obtaining or performance of this or any other agreement with the Authority or for showing or not showing favour or disfavour to any person in relation to this or any other agreement with the Authority; or in connection with this Contract paid or agreed to pay any commission other than a payment, particulars of which (including the terms and conditions of the agreement for its payment) have been disclosed in writing to the Authority; and it has in place adequate procedures to prevent bribery and corruption, as contemplated by section 7 of the Bribery Act 2010. If the Supplier or its Staff (or anyone acting on its or their behalf) has done or does any of the Prohibited Acts or has committed or commits any offence under the Bribery Act 2010 with or without the knowledge of the Supplier in relation to this or any other agreement with the Authority: the Authority shall be entitled: to terminate this Contract and recover from the Supplier the amount of any loss resulting from the termination; to recover from the Supplier the amount or value of any gift, consideration or commission concerned; and to recover from the Supplier any other loss or expense sustained in consequence of the carrying out of the Prohibited Act or the commission of the offence under the Bribery Act 2010; any termination under Clause 29.2.1 36.2.1 of this Schedule 2 of these Call-off Terms and Conditions shall be without prejudice to any right or remedy that has already accrued, or subsequently accrues, to the Authority; and notwithstanding Clause 22 29 of this Schedule 2 of these Call-off Terms and Conditions, any Dispute dispute relating to: the interpretation of Clause 29 36 of this Schedule 2 of these Call-off Terms and Conditions; or the amount or value of any gift, consideration or commission, shall be determined by the Authority, acting reasonably, and the decision shall be final and conclusive.

Prohibited Acts. 30.1 The Supplier warrants and represents that: : 30.1.1 it has not committed any offence under the Bribery Act 2010 or done any of the following (“Prohibited Acts”): ): (i) offered, given or agreed to give any officer or employee of the Authority NHS Supply Chain any gift or consideration of any kind as an inducement or reward for doing or not doing or for having done or not having done any act in relation to the obtaining or performance of this or any other agreement with the Authority NHS Supply Chain or for showing or not Revision: 7 August 2017 Page 29 of 70 showing favour or disfavour to any person in relation to this or any other agreement with the AuthorityNHS Supply Chain; or or (ii) in connection with this Contract Framework Agreement paid or agreed to pay any commission other than a payment, particulars of which (including the terms and conditions of the agreement for its payment) have been disclosed in writing to the AuthorityNHS Supply Chain; and and 30.1.2 it has in place adequate procedures to prevent bribery and corruption, as contemplated by section 7 of the Bribery Act 2010. . 30.2 If the Supplier or its Staff (or anyone acting on its or their behalf) has done or does any of the Prohibited Acts or has committed or commits any offence under the Bribery Act 2010 with or without the knowledge of the Supplier in relation to this or any other agreement with the Authority: the Authority NHS Supply Chain: 30.2.1 NHS Supply Chain shall be entitled: : (i) to terminate this Contract Framework Agreement and recover from the Supplier the amount of any loss resulting from the termination; ; (ii) to recover from the Supplier the amount or value of any gift, consideration or commission concerned; and and (iii) to recover from the Supplier any other loss or expense sustained in consequence of the carrying out of the Prohibited Act or the commission of the offence under the Bribery Act 2010; ; 30.2.2 any termination under Clause 29.2.1 30.2.1 of this Schedule 2 of these Call-off Terms and Conditions shall be without prejudice to any right or remedy that has already accrued, or subsequently accrues, to the AuthorityNHS Supply Chain; and and 30.2.3 notwithstanding Clause 22 23 of this Schedule 2 of these Call-off Terms and Conditions2, any Dispute dispute relating to: : (i) the interpretation of Clause 29 30 of this Schedule 2 of these Call-off Terms and Conditions2; or or (ii) the amount or value of any gift, consideration or commission, shall be determined by the AuthorityNHS Supply Chain, acting reasonably, and the decision shall be final and conclusive.

Prohibited Acts. 31.1 The Supplier warrants and represents that: : 31.1.1 it has not committed any offence under the Bribery Act 2010 or done any of the following (“Prohibited Acts”): ): (i) offered, given or agreed to give any officer or employee of the Authority CCGs or NHS England any gift or consideration of any kind as an inducement or reward for doing or not doing or for having done or not having done any act in relation to the obtaining or performance of this or any other agreement with any of the Authority CCGs or NHS England or for showing or not showing favour or disfavour to any person in relation to this or any other agreement with the AuthorityCCGs or NHS England; or or (ii) in connection with this Contract paid or agreed to pay any commission other than a payment, particulars of which (including the terms and conditions of the agreement for its payment) have been disclosed in writing to the AuthorityCCGs; and and (iii) it has in place adequate procedures to prevent bribery and corruption, as contemplated by section 7 of the Bribery Act 2010. . 31.2 If the Supplier or its Staff Supplier Personnel (or anyone acting on its or their behalf) has done or does any of the Prohibited Acts or has committed or commits any offence under the Bribery Act 2010 with or without the knowledge of the Supplier in relation to this or any other agreement with NHS England or the Authority: CCGs: 31.2.1 the Authority CCGs shall be entitled: : (i) to terminate this Contract and recover from the Supplier the amount of any loss resulting from the termination; ; (ii) to recover from the Supplier the amount or value of any gift, consideration or commission concerned; and and (iii) to recover from the Supplier any other loss or expense sustained in consequence of the carrying out of the Prohibited Act or the commission of the offence under the Bribery Act 2010; ; 31.2.2 any termination under Clause 29.2.1 31.2.1 of this Schedule 2 of these Call-off Terms and Conditions shall be without prejudice to any right or remedy that has already accrued, or subsequently accrues, to the AuthorityCCGs; and and 31.2.3 notwithstanding Clause 22 of this Schedule 2 of these Call-off Terms and Conditionsthe Dispute Resolution Procedure, any Dispute relating to: : (i) the interpretation of Clause 29 31 of this Schedule 2 of these Call-off Terms and Conditions2; or or (ii) the amount or value of any gift, consideration or commission, shall be determined by the AuthorityCCGs, acting reasonably, and the decision shall be final and conclusive.

Prohibited Acts. 33.1 The Supplier Provider warrants and represents that: : 33.1.1 it has not committed any offence under the Bribery Act 2010 or done any of the following (“Prohibited Acts”): ): (a) offered, given or agreed to give any officer or employee of the Authority any gift or consideration of any kind as an inducement or reward for doing or not doing or for having done or not having done any act in relation to the obtaining or performance of this or any other agreement with the Authority or for showing or not showing favour or disfavour to any person in relation to this or any other agreement with the Authority; or or (b) in connection with this Contract Framework Agreement paid or agreed to pay any commission other than a payment, particulars of which (including the terms and conditions of the agreement for its payment) have been disclosed in writing to the Authority; and and 33.1.2 it has in place adequate procedures to prevent bribery and corruption, as contemplated by section 7 of the Bribery Act 2010. . 33.2 If the Supplier Provider or its Staff (or anyone acting on its or their behalf) has done or does any of the Prohibited Acts or has committed or commits any offence under the Bribery Act 2010 with or without the knowledge of the Supplier Provider in relation to this or any other agreement with the Authority: , the Authority shall be entitled: entitled:‌ 33.2.1 to terminate this Contract Framework Agreement and recover from the Supplier Provider the amount of any loss resulting from the termination; ; 33.2.2 to recover from the Supplier Provider the amount or value of any gift, consideration or commission concerned; and and 33.2.3 to recover from the Supplier Provider any other loss or expense sustained in consequence of the carrying out of the Prohibited Act or the commission of the offence under the Bribery Act 2010; any . 33.3 Any termination under Clause 29.2.1 of this Schedule 2 of these Call-off Terms and Conditions 33.2 shall be without prejudice to any right or remedy that has already accrued, or subsequently accrues, to the Authority; and notwithstanding Clause 22 of this Schedule 2 of these Call-off Terms and Conditions25, any Dispute dispute relating to: : 33.3.1 the interpretation of Clause 29 of this Schedule 2 of these Call-off Terms and Conditions33; or or 33.3.2 the amount or value of any gift, consideration or commission, shall be determined by the Authority, acting reasonably, and the decision shall be final and conclusive.

Prohibited Acts. The Supplier warrants and represents that: it Without in any way limiting the scope of Section 4.1 above, so long as the Discharge of Senior Indebtedness has not committed any offence under occurred, but subject always to the Bribery Act 2010 or done any provisions of the following (“Prohibited Acts”): offeredSection 11.1(a), given or agreed to give any officer or employee of the Authority any gift or consideration of any kind as an inducement or reward for doing each Subordinated Debt Party agrees, whether or not doing any Insolvency Proceeding or for having done other Proceeding has been commenced or not having done is pending, that it will not, and hereby waives any act in relation to the obtaining right to: a. initiate, or performance of this support any other Person (other than a Senior Lender or any other agreement with the Authority Beneficiary) in initiating, an Insolvency Proceeding; b. take, or for showing or not showing favour or disfavour to support any person in relation to this other Person (other than a Senior Lender or any other agreement Beneficiary) in taking, any Enforcement Action, except that Subordinated Creditor may receive and retain Permitted Payments solely to the extent expressly permitted under Section 7.1 below; c. contest, protest or object to (or support any other Person contesting) any foreclosure action or proceeding (including an Insolvency Proceeding) brought by any Senior Lender or any other Beneficiary, or any other enforcement or exercise by any Senior Lender or any other Beneficiary of any rights or remedies relating to the Senior Indebtedness and the Collateral; d. contest, protest or object to (or support any other Person contesting) the forbearance by any Senior Lender or any other Beneficiary from commencing or pursuing any foreclosure action or proceeding or any other enforcement or exercise of any rights or remedies with respect to the Senior Indebtedness and the Collateral; e. take or receive any Collateral, or any proceeds thereof or payment with respect thereto, in connection with the Authority; exercise of any right or enforcement of any remedy (including any right of setoff) with respect to any Subordinated Indebtedness, any Collateral or in connection with any insurance policy award under a policy of insurance relating to any Collateral (including any mortgagee policy of insurance) or any condemnation award (or deed in lieu of condemnation) relating to any Collateral; f. take (or support any other Person in taking) any action that would, or could reasonably be expected to, hinder, in any manner, any exercise of any rights or remedies of the Beneficiaries under any definitive documentation entered into by the Obligors evidencing Beneficiary Indebtedness, including under the Financing Documents (including any Disposition of Collateral) by foreclosure or otherwise; g. contest, protest or object to (or support any other Person in objecting to) the manner in which any Senior Lender may seek to enforce or collect the Senior Indebtedness or any Liens, regardless of whether any action or failure to act by or on behalf of any Senior Lender is, or could be, adverse to the interests of a Subordinated Debt Party, and will not assert (or support any other Person in asserting), and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshaling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Collateral or any similar rights a junior creditor may have under applicable law; h. attempt, directly or indirectly, whether by judicial proceeding or otherwise, to challenge or question (or support any other Person in challenging or questioning) the validity, priority or enforceability of any Senior Indebtedness, the priority, perfection, validity or enforceability of any Lien on the Collateral, or the validity or enforceability of any of the Financing Documents, including this Contract paid Agreement (and any automatic reinstatement thereof under Section 11.1 below), or the validity or enforceability of the priorities, rights or obligations established by this Agreement; i. contest, protest or object to (or support any other Person contesting) any Disposition of all or any part of the Collateral, provided that the Liens of Subordinated Debt Parties attach to the net proceeds of the Disposition with at least the same priority and validity as the Liens held by Subordinated Debt Parties on such Collateral, and the Liens remain subject to the terms of this Agreement; j. contest, protest or object to (or support any other Person contesting) any request of any Senior Lender for (1) relief from the automatic stay imposed by Section 362 of the Bankruptcy Code or (2) adequate protection within the meaning of Section 361 of the Bankruptcy Code; k. contest, protest or object to (or support any other Person contesting) the payment of Post-Petition Interest, or any fees, costs, charges and expenses to any Senior Lender under Section 506(b) of the Bankruptcy Code; l. unless otherwise agreed by the Required Holders in writing, (i) file any motion, application or other pleading seeking affirmative relief, including without limitation for the appointment of a trustee or examiner in an Insolvency Proceeding, for the conversion of the case to pay a liquidation proceeding, for the substantive consolidation of the Obligor’s bankruptcy case with the case of any commission other entity, for the creation of a separate official committee representing only the Subordinated Creditors or the Subordinated Debt Parties, or any other form of affirmative relief of any other kind or nature, or (ii) file any objection or other responsive pleading opposing any relief requested by any Senior Lender or support any other Person taking any such action; m. In any Insolvency Proceeding or other Proceeding of any Obligor, if any Obligor shall, as debtor(s)-in-possession, move for approval of financing, which for avoidance of doubt, may include a roll-up of the Senior Indebtedness under the Note Agreement and the Notes (“DIP Financing”) to be provided by one or more lenders, which, for avoidance of doubt, may include the Senior Lenders (the “DIP Lenders”), under Section 364 of the Bankruptcy Code or the use of cash collateral or the sale of property that constitutes Collateral under Section 363 of the Bankruptcy Code or pursuant to any Plan of Reorganization, each Subordinated Creditor agrees that it will raise no objection to, nor support any Person objecting to, and shall be deemed to have consented to, any such financing or to the Liens on the Collateral securing the same (“DIP Financing Liens”) or to any use of cash collateral or sale (whether under Section 363 of the Bankruptcy Code or pursuant to any Plan of Reorganization) of property that constitutes Collateral (including any bid, sale procedure or other orders in respect thereof), unless the Required Holders shall then oppose or object to such DIP Financing or such DIP Financing Liens or use of cash collateral or sale of Collateral (and each Subordinated Debt Party will consent, and is deemed to have consented, to the subordination of its Liens with respect to such Collateral); n. provide (or support any Person other than a Beneficiary in providing) DIP Financing to any Obligor secured by Liens equal or senior in priority to the Liens securing any Senior Indebtedness, provided, however, that if one or more Senior Lenders, on the one hand, and one or more other Beneficiaries, on the other hand, propose to provide competing DIP financings, no Subordinated Debt Party shall support any Beneficiary in providing DIP Financing, unless all of the applicable Beneficiaries proposing to provide such competing DIP financings so agree, and provided, further if (i) the Senior Lenders are provided reasonable advance notice and opportunity to provide DIP Financing, but no Senior Lender offers to provide such DIP Financing, and (ii) no other Person (other than a Subordinated Debt Party), after having received reasonable advance notice and opportunity to provide DIP Financing, offers to provide DIP Financing on terms acceptable to the Senior Lenders, in each case on or before the date of any hearing to approve DIP Financing, then one or more Subordinated Debt Parties may seek to provide DIP Financing secured by Liens equal or senior in priority to the Liens securing any Senior Indebtedness and the Senior Lenders may object to such DIP Financing; o. oppose, seek to challenge or support any Person challenging, the Senior Indebtedness, any Lien securing the Senior Indebtedness, or any request for the allowance and payment of Post-Petition Interest and post-petition fees, costs, charges and expenses; p. seek adequate protection, within the meaning of Section 361 of the Bankruptcy Code, of any interest in any Collateral, in each case without the Required Holders’ prior written consent, provided, however, that if in an Insolvency Proceeding Senior Lenders are granted adequate protection in the form of a Lien on additional property as collateral, a Subordinated Debt Party holding a Lien at the time of the filing of such Insolvency Proceeding may seek or request adequate protection in the form of a junior Lien on such additional collateral, which Lien shall automatically be subject to the terms of this Agreement in all respects, including without limitation, the payment-over provisions herein contained, particulars and shall be subordinated to the Liens of which the Senior Lenders (including adequate protection Liens) and subordinated to any DIP Financing Liens (and all obligations relating thereto), in each case on the terms and conditions same basis as the Subordinated Debt Party’s other Liens are subordinated herein; q. propose, sponsor, support, vote in favor of or agree to (i) any Non-Conforming Plan of Reorganization or (ii) any Plan of Reorganization, directly or indirectly, that is pursued pursuant to Section 1129(b)(1) of the agreement for its payment) have been disclosed in writing to Bankruptcy Code; and r. seek relief from the Authority; and it has in place adequate procedures to prevent bribery and corruption, as contemplated by section 7 of the Bribery Act 2010. If the Supplier or its Staff (or anyone acting on its or their behalf) has done or does any of the Prohibited Acts or has committed or commits any offence under the Bribery Act 2010 with or without the knowledge of the Supplier in relation to this automatic stay or any other agreement with the Authority: the Authority shall be entitled: to terminate this Contract and recover from the Supplier the amount stay in an Insolvency Proceeding or other Proceeding in respect of any loss resulting from the termination; to recover from the Supplier the amount Collateral, an Obligor or value of any gift, consideration or commission concerned; and to recover from the Supplier any other loss or expense sustained in consequence of the carrying out of the Prohibited Act or the commission of the offence under the Bribery Act 2010; any termination under Clause 29.2.1 of this Schedule 2 of these Call-off Terms and Conditions shall be without prejudice to any right or remedy that has already accrued, or subsequently accrues, to the Authority; and notwithstanding Clause 22 of this Schedule 2 of these Call-off Terms and Conditions, any Dispute relating to: the interpretation of Clause 29 of this Schedule 2 of these Call-off Terms and Conditions; or the amount or value of any gift, consideration or commission, shall be determined by the Authority, acting reasonably, and the decision shall be final and conclusiveits property.

Prohibited Acts. The Supplier warrants and represents that: it Without in any way limiting the scope of Section 4.1 above, so long as the Discharge of Senior Indebtedness has not committed any offence under occurred, but subject always to the Bribery Act 2010 or done any provisions of the following (“Prohibited Acts”): offeredSection 11.1(a), given or agreed to give any officer or employee of the Authority any gift or consideration of any kind as an inducement or reward for doing each Subordinated Debt Party agrees, whether or not doing any Insolvency Proceeding or for having done other Proceeding has been commenced or not having done is pending, that it will not, and hereby waives any act in relation to the obtaining right to: a. initiate, or performance of this support any other Person (other than Administrative Agent or any other agreement with the Authority Beneficiary) in initiating, an Insolvency Proceeding; b. take, or for showing or not showing favour or disfavour to support any person in relation to this other Person (other than Administrative Agent or any other agreement Beneficiary) in taking, any Enforcement Action, except that Subordinated Creditor may receive and retain Permitted Payments solely to the extent expressly permitted under Section 7.1 below; c. contest, protest or object to (or support any other Person contesting) any foreclosure action or proceeding (including an Insolvency Proceeding) brought by the Administrative Agent or any other Beneficiary, or any other enforcement or exercise by Administrative Agent or any other Beneficiary of any rights or remedies relating to the Senior Indebtedness and the Collateral; d. contest, protest or object to (or support any other Person contesting) the forbearance by the Administrative Agent or any other Beneficiary from commencing or pursuing any foreclosure action or proceeding or any other enforcement or exercise of any rights or remedies with respect to the Senior Indebtedness and the Collateral; e. take or receive any Collateral, or any proceeds thereof or payment with respect thereto, in connection with the Authority; exercise of any right or enforcement of any remedy (including any right of setoff) with respect to any Subordinated Indebtedness, any Collateral or in connection with this Contract paid or agreed any insurance policy award under a policy of insurance relating to pay any commission other than a payment, particulars of which Collateral (including the terms and conditions any mortgagee policy of insurance) or any condemnation award (or deed in lieu of condemnation) relating to any Collateral; f. take (or support any other Person in taking) any action that would, or could reasonably be expected to, hinder, in any manner, any exercise of any rights or remedies of the agreement for its paymentBeneficiaries under any definitive documentation entered into by the Credit Parties evidencing Beneficiary Indebtedness, including under the Loan Documents (including any Disposition of Collateral) have been disclosed by foreclosure or otherwise; g. contest, protest or object to (or support any other Person in writing objecting to) the manner in which the Administrative Agent or any other Senior Lender may seek to enforce or collect the Senior Indebtedness or any Liens, regardless of whether any action or failure to act by or on behalf of the Administrative Agent or any other Senior Lender is, or could be, adverse to the Authority; interests of a Subordinated Debt Party, and it has in place adequate procedures to prevent bribery and corruption, as contemplated by section 7 of the Bribery Act 2010. If the Supplier or its Staff will not assert (or anyone acting support any other Person in asserting), and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshaling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Collateral or any similar rights a junior creditor may have under applicable law; h. attempt, directly or indirectly, whether by judicial proceeding or otherwise, to challenge or question (or support any other Person in challenging or questioning) the validity, priority or enforceability of any Senior Indebtedness, the priority, perfection, validity or enforceability of any Lien on its the Collateral, or their behalf) has done the validity or does enforceability of any of the Prohibited Acts Loan Documents, including this Agreement (and any automatic reinstatement thereof under Section 11.1 below), or has committed the validity or commits any offence under the Bribery Act 2010 with or without the knowledge enforceability of the Supplier in relation priorities, rights or obligations established by this Agreement; i. contest, protest or object to this (or support any other Person contesting) any Disposition of all or any other agreement with the Authority: the Authority shall be entitled: to terminate this Contract and recover from the Supplier the amount of any loss resulting from the termination; to recover from the Supplier the amount or value of any gift, consideration or commission concerned; and to recover from the Supplier any other loss or expense sustained in consequence part of the carrying out Collateral, provided that the Liens of Subordinated Debt Parties attach to the net proceeds of the Prohibited Act or Disposition with at least the commission of same priority and validity as the offence under the Bribery Act 2010; any termination under Clause 29.2.1 of this Schedule 2 of these Call-off Terms and Conditions shall be without prejudice to any right or remedy that has already accrued, or subsequently accrues, to the Authority; and notwithstanding Clause 22 of this Schedule 2 of these Call-off Terms and Conditions, any Dispute relating to: the interpretation of Clause 29 of this Schedule 2 of these Call-off Terms and Conditions; or the amount or value of any gift, consideration or commission, shall be determined Liens held by the Authority, acting reasonablySubordinated Debt Parties on such Collateral, and the decision shall be final Liens remain subject to the terms of this Agreement; j. contest, protest or object to (or support any other Person contesting) any request of the Administrative Agent or the other Senior Lenders for (1) relief from the automatic stay imposed by Section 362 of the Bankruptcy Code or (2) any request for adequate protection within the meaning of Section 361 of the Bankruptcy Code; k. contest, protest or object to (or support any other Person contesting) the payment of Post-Petition Interest, or any fees, costs, charges and conclusive.expenses to the Administrative Agent or any Senior Lender under Section 506(b) of the Bankruptcy Code;

Prohibited Acts. The Supplier warrants and represents that: it has not committed any offence under the Bribery Act 2010 or done any of the following (“Prohibited Acts”): offered, given or agreed to give any officer or employee of the Authority any gift or consideration of any kind as an inducement or reward for doing or not doing or for having done or not having done any act in relation to the obtaining or performance of this or any other agreement with the Authority or for showing or not showing favour or disfavour to any person in relation to this or any other agreement with the Authority; or in connection with this Contract paid or agreed to pay any commission other than a payment, particulars of which (including the terms and conditions of the agreement for its payment) have been disclosed in writing to the Authority; and it has in place adequate procedures to prevent bribery and corruption, as contemplated by section 7 of the Bribery Act 2010. If the Supplier or its Staff (or anyone acting on its or their behalf) has done or does any of the Prohibited Acts or has committed or commits any offence under the Bribery Act 2010 with or without the knowledge of the Supplier in relation to this or any other agreement with the Authority: the Authority shall be entitled: to terminate this Contract and recover from the Supplier the amount of any loss resulting from the termination; to recover from the Supplier the amount or value of any gift, consideration or commission concerned; and to recover from the Supplier any other loss or expense sustained in consequence of the carrying out of the Prohibited Act or the commission of the offence under the Bribery Act 2010; any termination under Clause 29.2.1 1 of this Schedule 2 13 of these Call-off Terms and Conditions shall be without prejudice to any right or remedy that has already accrued, or subsequently accrues, to the Authority; and notwithstanding Clause 22 261 of this Schedule 2 13 of these Call-off Terms and Conditions, any Dispute dispute relating to: the interpretation of Clause 29 7 of this Schedule 2 13 of these Call-off Terms and Conditions; or the amount or value of any gift, consideration or commission, shall be determined by the Authority, acting reasonably, and the decision shall be final and conclusive.

Prohibited Acts. The Supplier warrants and represents that: that it has not committed any offence under the Prevention of Corruption Acts 1889-1916 or the Bribery Act 2010 (c.23) or done any of the following (“referred to hereafter as "Prohibited Acts”"): offered, given or agreed to give any officer or employee of the Authority any gift or consideration of any kind as an inducement or reward for doing or not doing or for having done or not having done any act in relation to the obtaining or of performance of this or any other agreement with the Authority or for showing or not showing favour or disfavour to any person in relation to this or any other agreement with the Authority; or in connection with this Contract Agreement paid or agreed to pay any commission other than a payment, particulars of which (including the terms and conditions of the agreement for its payment) have been disclosed in writing to the Authority; and . it has in place adequate procedures to prevent bribery and corruption, as contemplated by section 7 of the Bribery Act 20102010 (c.23). If the Supplier Supplier, its employees or its Staff agents (or anyone acting on its or their behalf) has done or does any of the Prohibited Acts or has committed or commits any offence under the Prevention of Corruption Acts 1889-1916 or the Bribery Act 2010 (c.23) with or without the knowledge of the Supplier in relation to this or any other agreement with the Authority: , the Authority shall be entitled: to terminate this Contract Agreement and recover from the Supplier the amount of any loss resulting from the termination; to recover from the Supplier the amount or value of any gift, consideration or commission concerned; and to recover from the Supplier any other loss or expense sustained in consequence of the carrying out of the Prohibited Act or the commission of the offence under the Bribery Act 2010offence; and any termination under Clause 29.2.1 of this Schedule 2 of these Call-off Terms and Conditions 25.2.1 shall be without prejudice to any right or remedy that has already accrued, or subsequently accrues, to the Authority; and . notwithstanding Clause 22 of this Schedule 2 of these Call-off Terms and Conditions16 (Disputes), any Dispute dispute relating to: the interpretation of Clause 29 of this Schedule 2 of these Call-off Terms and Conditions; 25 or the amount or value of any gift, consideration or commission, shall be determined by the Authority, acting reasonably, Authority and the decision shall be final and conclusive.

Prohibited Acts. 29.1 The Supplier warrants and represents that: : 29.1.1 it has not committed any offence under the Bribery Act 2010 or done any of the following (“Prohibited Acts”): Revision: 5 January 2018 Page 44 of 78 NHS Supply Chain Operated by DHL Supply Chain Limited acting as agent of Supply Chain Coordination Ltd (SCCL) (registered number 00528867) (i) offered, given or agreed to give any officer or employee of the Authority any gift or consideration of any kind as an inducement or reward for doing or not doing or for having done or not having done any act in relation to the obtaining or performance of this or any other agreement with the Authority or for showing or not showing favour or disfavour to any person in relation to this or any other agreement with the Authority; or or (ii) in connection with this Contract paid or agreed to pay any commission other than a payment, particulars of which (including the terms and conditions of the agreement for its payment) have been disclosed in writing to the Authority; and and 29.1.2 it has in place adequate procedures to prevent bribery and corruption, as contemplated by section 7 of the Bribery Act 2010. . 29.2 If the Supplier or its Staff (or anyone acting on its or their behalf) has done or does any of the Prohibited Acts or has committed or commits any offence under the Bribery Act 2010 with or without the knowledge of the Supplier in relation to this or any other agreement with the Authority: : 29.2.1 the Authority shall be entitled: : (i) to terminate this Contract and recover from the Supplier the amount of any loss resulting from the termination; ; (ii) to recover from the Supplier the amount or value of any gift, consideration or commission concerned; and and (iii) to recover from the Supplier any other loss or expense sustained in consequence of the carrying out of the Prohibited Act or the commission of the offence under the Bribery Act 2010; ; 29.2.2 any termination under Clause 29.2.1 of this Schedule 2 of these Call-off Terms and Conditions shall be without prejudice to any right or remedy that has already accrued, or subsequently accrues, to the Authority; and and 29.2.3 notwithstanding Clause 22 of this Schedule 2 of these Call-off Terms and Conditions2, any Dispute dispute relating to: : (i) the interpretation of Clause 29 of this Schedule 2 of these Call-off Terms and Conditions2; or or (ii) the amount or value of any gift, consideration or commission, shall be determined by the Authority, acting reasonably, and the decision shall be final and conclusive.. Revision: 5 January 2018 Page 45 of 78 NHS Supply Chain Operated by DHL Supply Chain Limited acting as agent of Supply Chain Coordination Ltd (SCCL) (registered number 00528867)

Prohibited Acts. 29.1 The Supplier warrants and represents that: : 29.1.1 it has not committed any offence under the Bribery Act 2010 or done any of the following following (“Prohibited Acts”): i) offered, given or agreed to give any officer or employee of the Authority any gift or consideration of any kind as an inducement or reward for doing or not doing or for having done or not having done any act in relation to the obtaining or performance of this or any other agreement with the Authority or for showing or not showing favour or disfavour to any person in relation to this or any other agreement with the Authority; or or (ii) in connection with this Contract paid or agreed to pay any commission other than a payment, particulars of which (including the terms and conditions of the agreement for its payment) have been disclosed in writing to the Authority; and and 29.1.2 it has in place adequate procedures to prevent bribery and corruption, as contemplated by section 7 of the Bribery Act 2010. . 29.2 If the Supplier or its Staff (or anyone acting on its or their behalf) has done or does any of the Prohibited Acts or has committed or commits any offence under the Bribery Act 2010 with or without the knowledge of the Supplier in relation to this or any other agreement with the Authority: : 29.2.1 the Authority shall be entitled: entitled:‌ (i) to terminate this Contract and recover from the Supplier the amount of any loss resulting from the termination; ; (ii) to recover from the Supplier the amount or value of any gift, consideration or commission concerned; and and‌ (iii) to recover from the Supplier any other loss or expense sustained in consequence of the carrying out of the Prohibited Act or the commission of the offence under the Bribery Act 2010; ; 29.2.2 any termination under Clause 29.2.1 of this Schedule 2 of these Call-off Terms and Conditions shall be without prejudice to any right or remedy that has already accrued, or subsequently accrues, to the Authority; and and 29.2.3 notwithstanding Clause 22 of this Schedule 2 of these Call-off Terms and Conditionsthe Dispute Resolution Procedure, any Dispute relating to: to:‌ (i) the interpretation of Clause 29 of this Schedule 2 of these Call-off Terms and Conditions2; or or (ii) the amount or value of any gift, consideration or commission, shall be determined by the Authority, acting reasonably, and the decision shall be final and conclusive.

Prohibited Acts. The Supplier warrants and represents that: it has not committed any offence under the Bribery Act 2010 or done any of the following (“Prohibited Acts”): offered, given or agreed to give any officer or employee of the Authority any gift or consideration of any kind as an inducement or reward for doing or not doing or for having done or not having done any act in relation to the obtaining or performance of this or any other agreement with the Authority or for showing or not showing favour or disfavour to any person in relation to this or any other agreement with the Authority; or in connection with this Contract paid or agreed to pay any commission other than a payment, particulars of which (including the terms and conditions of the agreement for its payment) have been disclosed in writing to the Authority; and it has in place adequate procedures to prevent bribery and corruption, as contemplated by section 7 of the Bribery Act 2010. If the Supplier or its Staff (or anyone acting on its or their behalf) has done or does any of the Prohibited Acts or has committed or commits any offence under the Bribery Act 2010 with or without the knowledge of the Supplier in relation to this or any other agreement with the Authority: the Authority shall be entitled: to terminate this Contract and recover from the Supplier the amount of any loss resulting from the termination; to recover from the Supplier the amount or value of any gift, consideration or commission concerned; and to recover from the Supplier any other loss or expense sustained in consequence of the carrying out of the Prohibited Act or the commission of the offence under the Bribery Act 2010; any termination under Clause 29.2.1 52.2.1 of this Schedule 2 of these Call-off Terms and Conditions shall be without prejudice to any right or remedy that has already accrued, or subsequently accrues, to the Authority; and notwithstanding Clause 22 of this Schedule 2 of these Call-off Terms and Conditionsthe Dispute Resolution Procedure, any Dispute relating to: the interpretation of Clause 29 52 of this Schedule 2 of these Call-off Terms and Conditions2; or the amount or value of any gift, consideration or commission, shall be determined by the Authority, acting reasonably, and the decision shall be final and conclusive.

Prohibited Acts. The Supplier warrants and represents that: it has not committed any offence under the Bribery Act 2010 ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ or done any of the following (“Prohibited Acts”): offered, given or agreed to give any officer or employee of the Authority any gift or consideration of any kind as an inducement or reward for doing or not doing or for having done or not having done any act in relation to the obtaining or performance of this or any other agreement with the Authority or for showing or not showing favour or disfavour to any person in relation to this or any other agreement with the Authority; or in connection with this Contract paid or agreed to pay any commission other than a payment, particulars of which (including the terms and conditions of the agreement for its payment) have been disclosed in writing to the Authority; and it has in place adequate procedures to prevent bribery and corruption, as contemplated by section 7 of the Bribery Act 2010▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇. If the Supplier or its Staff (or anyone acting on its or their behalf) has done or does any of the Prohibited Acts or has committed or commits any offence under the Bribery Act 2010 ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ with or without the knowledge of the Supplier in relation to this or any other agreement with the Authority: the Authority shall be entitled: to terminate this Contract and recover from the Supplier the amount of any loss resulting from the termination; to recover from the Supplier the amount or value of any gift, consideration or commission concerned; and to recover from the Supplier any other loss or expense sustained in consequence of the carrying out of the Prohibited Act or the commission of the offence under the Bribery Act 2010▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇; any termination under Clause 29.2.1 80.2.1 of this Schedule 2 11 of these Call-off Terms and Conditions shall be without prejudice to any right or remedy that has already accrued, or subsequently accrues, to the Authority; and notwithstanding Clause 22 73 of this Schedule 2 11 of these Call-off Terms and Conditions, any Dispute relating to: the interpretation of Clause 29 80 of this Schedule 2 11 of these Call-off Terms and Conditions; or the amount or value of any gift, consideration or commission, shall be determined by the Authority, acting reasonably, and the decision shall be final and conclusive.

Prohibited Acts. The Supplier Cascade supplier warrants and represents that: it has not committed any offence under the Bribery Act 2010 or done any of the following (“Prohibited Acts”): offered, given or agreed to give any officer or employee of the Contracting Authority any gift or consideration of any kind as an inducement or reward for doing or not doing or for having done or not having done any act in relation to the obtaining or performance of this or any other agreement with the Contracting Authority or for showing or not showing favour or disfavour to any person in relation to this or any other agreement with the Contracting Authority; or in connection with this Call-Off Contract paid or agreed to pay any commission other than a payment, particulars of which (including the terms and conditions of the agreement for its payment) have been disclosed in writing to the Contracting Authority; and it has in place adequate procedures to prevent bribery and corruption, as contemplated by section 7 of the Bribery Act 2010. If the Supplier Cascade supplier or its Staff (or anyone acting on its or their behalf) has done or does any of the Prohibited Acts or has committed or commits any offence under the Bribery Act 2010 with or without the knowledge of the Supplier Cascade supplier in relation to this or any other agreement with the Contracting Authority: the Contracting Authority shall be entitled: to terminate this Call-Off Contract and recover from the Supplier Cascade supplier the amount of any loss resulting from the termination; to recover from the Supplier Cascade supplier the amount or value of any gift, consideration or commission concerned; and to recover from the Supplier Cascade supplier any other loss or expense sustained in consequence of the carrying out of the Prohibited Act or the commission of the offence under the Bribery Act 2010; any termination under Clause 29.2.1 of this Schedule 2 of these Call-off Off Terms and Conditions shall be without prejudice to any right or remedy that has already accrued, or subsequently accrues, to the Contracting Authority; and notwithstanding Clause 22 of this Schedule 2 of these Call-off Off Terms and Conditions, any Dispute relating to: the interpretation of Clause 29 of this Schedule 2 of these Call-off Off Terms and Conditions; or the amount or value of any gift, consideration or commission, shall be determined by the Contracting Authority, acting reasonably, and the decision shall be final and conclusive.

Prohibited Acts. Contractor Warranty and Undertaking 4.4.1 The Supplier Contractor warrants and represents that: : 4.4.1.1 in entering into this Agreement it has not committed any offence under Prohibited Act; 4.4.1.2 it shall comply with and shall not contravene the Bribery Act 2010 or done any of Relevant Requirements; 4.4.1.3 it has and will throughout the following (“Prohibited Acts”): offered, given or agreed to give any officer or employee of the Authority any gift or consideration of any kind as an inducement or reward for doing or not doing or for having done or not having done any act in relation to the obtaining or performance duration of this or any other agreement with the Authority or for showing or not showing favour or disfavour to any person in relation to this or any other agreement with the Authority; or in connection with this Contract paid or agreed to pay any commission other than a payment, particulars of which (including the terms and conditions of the agreement for its payment) Agreement have been disclosed in writing to the Authority; and it has in place adequate procedures (as referred to prevent bribery and corruption, as contemplated by in section 7 (2) of the Bribery Act 2010. If ) designed to prevent persons associated with the Supplier Contractor from bribing any person with the intention of obtaining or its retaining business for the Contractor or with the intention of obtaining or retaining advantage in the conduct of business for the Contractor; 4.4.1.4 it shall not do, or omit to do, any act that will cause or lead the Authority to be in breach of any of the Relevant Requirements; 4.4.1.5 so far as any of the Nominated Staff are aware, except to the extent notified to the Authority in writing prior to the Commencement Date, neither the Contractor nor the Parent Body Organisation nor any Affiliate or Subcontractor (or anyone employed by or acting on behalf of any of them) or any of their affiliates or agents or shareholders has been (in the three (3) years prior to the Commencement Date) or is the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence under the Relevant Requirements; and 4.4.1.6 if requested, it shall provide the Authority with any reasonable assistance to enable the Authority to perform any activity required by any relevant government agency in any relevant jurisdiction for the purpose of compliance with the Relevant Requirements relating to or required in connection with this Agreement. 4.4.2 To the extent permitted by law, the Contractor shall immediately notify the Authority if, at any time during the term of this Agreement, it concludes that it or the Parent Body Organisation or any Affiliate, Subcontractor or Sub- Subcontractor (or anyone employed by or acting on behalf of any of them) or any of its or their behalf) affiliates or agents or shareholders who are performing services or providing goods in connection with this Agreement: 4.4.2.1 engages in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ if such activity, practice or conduct had been carried out in the UK; 4.4.2.2 has done been or does is listed by any government agency in the European Union or United States of America as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or other government contracts; or 4.4.2.3 has committed any offence relating to a Relevant Requirement. 4.4.3 The Contractor shall not, and shall use reasonable endeavours to procure that the Parent Body Organisation, any Subcontractor or Sub-Subcontractor (or anyone employed by or acting on behalf of any of the Prohibited Acts or has committed or commits any offence under the Bribery Act 2010 with or without the knowledge of the Supplier in relation to this them) or any other agreement with the Authority: the Authority Affiliates (or Subcontractors' or Sub-Subcontractors' affiliates) shall be entitled: to terminate this Contract and recover from the Supplier the amount of any loss resulting from the termination; to recover from the Supplier the amount or value of any giftnot, consideration or commission concerned; and to recover from the Supplier any other loss or expense sustained in consequence of the carrying out of the commit a Prohibited Act or the commission of the offence under the Bribery Act 2010; any termination under Clause 29.2.1 of this Schedule 2 of these Call-off Terms and Conditions shall be without prejudice to any right or remedy that has already accrued, or subsequently accrues, to the Authority; and notwithstanding Clause 22 of this Schedule 2 of these Call-off Terms and Conditions, any Dispute relating to: the interpretation of Clause 29 of this Schedule 2 of these Call-off Terms and Conditions; or the amount or value of any gift, consideration or commission, shall be determined by the Authority, acting reasonably, and the decision shall be final and conclusiveAct.

Prohibited Acts. 45.1 The Supplier Service Provider warrants and represents that: it : 45.1.1 It has not committed any offence under the Bribery Act 2010 or done any of the following (“‘Prohibited Acts”’): offered- (i) Offered, given or agreed to give any officer or employee of the Authority Service Purchaser any gift or consideration of any kind as an inducement or reward for doing or not doing or for having done or not having done any act in relation to the obtaining or performance of this or any other agreement with the Authority Service Purchaser or for showing or not showing favour or disfavour to any person in relation to this or any other agreement with the AuthorityService Purchaser; or in or (ii) In connection with this Contract or any ISC made under the terms and conditions of this Contract paid or agreed to pay any commission other than a payment, particulars of which (including the terms and conditions of the agreement for its payment) have been disclosed in writing to the AuthorityService Purchaser; and it and 45.1.2 It has in place adequate procedures to prevent bribery and corruption, as contemplated by section 7 of the Bribery Act 2010. . 45.2 If the Supplier Service Provider or its Staff (or anyone acting on its or their behalf) has done or does any of the Prohibited Acts or has committed or commits any offence under the Bribery Act 2010 with or without the knowledge of the Supplier Service Provider in relation to this or any other agreement with the AuthorityService Purchaser: the Authority - 45.2.1 The Service Purchaser shall be entitled: to - (i) To terminate this Contract and recover from the Supplier Service Provider the amount of any direct loss resulting from the termination; to . (ii) To recover from the Supplier Service Provider the amount or value of any gift, consideration or commission concerned; and to and (iii) To recover from the Supplier Service Provider any other loss or expense sustained in consequence of the carrying out of the Prohibited Act or the commission of the offence under the Bribery Act 2010; any . 45.2.2 Any termination under Clause 29.2.1 of this Schedule 2 of these Call-off Terms and Conditions 45.2.1 shall be without prejudice to any right or remedy that has already accrued, or subsequently accrues, to the AuthorityService Purchaser; and notwithstanding and 45.2.3 Notwithstanding Clause 22 of this Schedule 2 of these Call-off Terms and Conditions, 40 any Dispute dispute relating to: the - (i) The interpretation of Clause 29 of this Schedule 2 of these Call-off Terms and Conditions45; or the or (ii) The amount or value of any gift, consideration or commission, shall Shall be determined by the AuthorityService Purchaser, acting reasonably, and the decision shall be final and conclusive.