Common use of Representations and Undertakings Clause in Contracts

Representations and Undertakings. The Solicitor warrants, represents and undertakes to the Client that: it has full capacity and authority and all necessary consents licences, permissions (statutory, regulatory, contractual or otherwise) to enter into and perform its obligations under the Contract; the Contract is executed by a duly authorised representative of the Solicitor; in entering the Contract it has not committed any Fraud; it has not committed any offence under the Prevention of Corruption Acts 1889 to 1916, or the Bribery Act 2010; all information, statements and representations contained in the Solicitor’s tender or other submission to the Client for the award of the Contract Services are true, accurate and not misleading save as specifically disclosed in writing to the Client prior to execution of the Contract and it will advise the Client of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or its assets which will or might affect its ability to perform its obligations under the Contract; it is not subject to any contractual obligation, compliance with which is likely to have an adverse effect on its ability to perform its obligations under the Contract; it has not done or omitted to do anything which could have an adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract; no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of its knowledge, are threatened) for the winding up of the Solicitor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Solicitor's assets or revenue; it has taken and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the unauthorised use of, modification, access, introduction, creation or propagation of any disruptive element, virus, worms and/or Trojans, spyware or other malware into the computing environment (including the hardware, software and/or telecommunications networks or equipment), data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by, the Client; and it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract and shall maintain the same in full force and effect for so long as is necessary for the proper provision of the Contract Services. The Solicitor warrants, represents and undertakes to the Client that: it has read and fully understood the Letter of Appointment and these Call-Off Terms and is capable of performing the Contract Services in all respects in accordance with the Contract; the Solicitor and each of its Sub-Contractors has all Staff, equipment and experience necessary for the proper performance of the Contract Services; and it will at all times: perform its obligations under the Contract with all reasonable care, skill and diligence and in accordance with Good Industry Practice; comply with all the KPIs and meet or exceed the Service Levels; carry out the Contract Services within the timeframe agreed with the Client; and without prejudice to its obligations under Clause 2.3 (Key Personnel), ensure to the satisfaction of the Client that the Contract Services are provided and carried out by such appropriately qualified, skilled and experienced solicitors and/or other Staff as shall be necessary for the proper performance of the Contract Services. The Solicitor shall promptly notify the Client in writing: of any material detrimental change in the financial standing and/or credit rating of the Solicitor; if the Solicitor undergoes a Change of Control; and provided this does not contravene any Law, of any circumstances suggesting that a Change of Control is planned or in contemplation. For the avoidance of doubt, the fact that any provision within the Contract is expressed as a warranty shall not preclude any right of termination the Client would have in respect of breach of that provision by the Solicitor if that provision had not been so expressed. The Solicitor acknowledges and agrees that: the warranties, representations and undertakings contained in the Contract are material and are designed to induce the Client into entering into the Contract; and the Client has been induced into entering into the Contract and in doing so has relied upon the warranties, representations and undertakings contained in the Contract. TERMINATION

Representations and Undertakings. The Solicitor Supplier warrants, represents and undertakes to the Client Customer that: it has full capacity and authority and all necessary consents consents, licences, permissions (statutory, regulatory, contractual or otherwise) to enter into and perform its obligations under the Legal Services Contract; the Legal Services Contract is executed by a duly authorised representative of the SolicitorSupplier; in entering the Legal Services Contract it has not committed any Fraud; it has not committed any offence under the Prevention of Corruption Acts 1889 to 1916, or the Bribery Act 2010; all information, statements and representations contained in the SolicitorSupplier’s tender or other submission to the Client Customer for the award of the Legal Services Contract Services (if applicable) are true, accurate and not misleading save as specifically disclosed in writing to the Client Customer prior to execution of the Legal Services Contract and it will advise the Client Customer of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or its assets which will or might affect its ability to perform its obligations under the Legal Services Contract; it is not subject to any contractual obligation, compliance with which is likely to have an adverse effect on its ability to perform its obligations under the Legal Services Contract; it has not done or omitted to do anything which could have an adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Legal Services Contract; no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of its knowledge, are threatened) for the winding up of the Solicitor Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the SolicitorSupplier's assets or revenue; it has taken and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the unauthorised use of, modification, access, introduction, creation or propagation of any disruptive element, virus, worms and/or Trojanstrojans, spyware or other malware into the computing environment (including the hardware, software and/or telecommunications networks or equipment), data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by, the ClientCustomer; and it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Legal Services Contract and shall maintain the same in full force and effect for so long as is necessary for the proper provision of the Legal Services Contract Services. The Solicitor Supplier warrants, represents and undertakes to the Client Customer that: it has read and fully understood the Letter of Appointment Order Form and these Call-Off Terms and Conditions and is capable of performing the Contract Ordered Panel Services in all respects in accordance with the Legal Services Contract; the Solicitor Supplier and each of its Sub-Contractors has all Staffpersonnel, equipment and experience necessary for the proper performance of the Contract Ordered Panel Services; and it will at all times: perform its obligations under the Legal Services Contract with all reasonable care, skill and diligence and in accordance with Good Industry Practice; comply with all the KPIs and meet or exceed the Service LevelsKPIs; carry out the Contract Ordered Panel Services within the timeframe agreed with the ClientCustomer; and without prejudice to its obligations under Clause 2.3 5 (Key Personnel), ensure to the satisfaction of the Client Customer that the Contract Ordered Panel Services are provided and carried out by such appropriately qualified, skilled and experienced solicitors and/or other Staff personnel as shall be are necessary for the proper performance of the Contract Ordered Panel Services. The Solicitor Supplier shall promptly notify the Client Customer in writing: of any material detrimental change in the financial standing and/or credit rating of the SolicitorSupplier; if the Solicitor Supplier undergoes a Change of Control; and provided this does not contravene any Law, of any circumstances suggesting that a Change of Control is planned or in contemplation. For the avoidance of doubt, the fact that any provision within the Legal Services Contract is expressed as a warranty shall not preclude any right of termination the Client Customer would have in respect of breach of that provision by the Solicitor Supplier if that provision had not been so expressed. The Solicitor Supplier acknowledges and agrees that: the warranties, representations and undertakings contained in the Legal Services Contract are material and are designed to induce the Client Customer into entering into the Legal Services Contract; and the Client Customer has been induced into entering into the Legal Services Contract and in doing so has relied upon the warranties, representations and undertakings contained in the Legal Services Contract. Call Off Guarantee Where the Customer has stipulated in the Call Off Order Form that this Legal Service Contract shall be conditional upon receipt of a Call Off Guarantee, then, on or prior to the Call Off Commencement Date or on any other date specified by the Customer, the Supplier shall deliver to the Customer: an executed Call Off Guarantee from a Call Off Guarantor; and a certified copy extract of the board minutes and/or resolution of the Call Off Guarantor approving the execution of the Call Off Guarantee. The Customer may in its sole discretion at any time agree to waive compliance with the requirement in Clause 10.6 by giving the Supplier notice in writing. TERMINATION

Representations and Undertakings. The Solicitor Supplier warrants, represents and undertakes to the Client Customer that: it has full capacity and authority and all necessary consents licences, permissions (statutory, regulatory, contractual or otherwise) to enter into and perform its obligations under the Contract; the Contract is executed by a duly authorised representative of the SolicitorSupplier; in entering the Contract it has not committed any Fraud; it has not committed any offence under the Prevention of Corruption Acts 1889 to 1916, or the Bribery Act 2010; all information, statements and representations contained in the SolicitorSupplier’s tender or other submission to the Client Customer for the award of the Contract Services are true, accurate and not misleading save as specifically disclosed in writing to the Client Customer prior to execution of the Contract and it will advise the Client Customer of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or its assets which will or might affect its ability to perform its obligations under the Contract; it is not subject to any contractual obligation, compliance with which is likely to have an adverse effect on its ability to perform its obligations under the Contract; it has not done or omitted to do anything which could have an adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract; no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of its knowledge, are threatened) for the winding up of the Solicitor Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the SolicitorSupplier's assets or revenue; it has taken and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the unauthorised use of, modification, access, introduction, creation or propagation of any disruptive element, virus, worms and/or Trojans, spyware or other malware into the computing environment (including the hardware, software and/or telecommunications networks or equipment), data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by, the ClientCustomer; and it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract and shall maintain the same in full force and effect for so long as is necessary for the proper provision of the Contract Services. The Solicitor Supplier warrants, represents and undertakes to the Client Customer that: it has read and fully understood the Letter of Appointment and these Call-Off Terms and is capable of performing the Contract Services in all respects in accordance with the Contract; the Solicitor Supplier and each of its Sub-Contractors has all Staffstaff, equipment and experience necessary for the proper performance of the Contract Services; and it will at all times: perform its obligations under the Contract with all reasonable care, skill and diligence and in accordance with Good Industry Practice; comply with all the KPIs and meet or exceed the Service Levels; carry out the Contract Services within the timeframe agreed with the ClientCustomer; and without prejudice to its obligations under Clause 2.3 (Key Personnel), ensure to the satisfaction of the Client Customer that the Contract Services are provided and carried out by such appropriately qualified, skilled and experienced solicitors Suppliers and/or other Staff as shall be necessary for the proper performance of the Contract Services. The Solicitor Supplier shall promptly notify the Client Customer in writing: of any material detrimental change in the financial standing and/or credit rating of the SolicitorSupplier; if the Solicitor Supplier undergoes a Change of Control; and provided this does not contravene any Law, of any circumstances suggesting that a Change of Control is planned or in contemplation. For the avoidance of doubt, the fact that any provision within the Contract is expressed as a warranty shall not preclude any right of termination the Client Customer would have in respect of breach of that provision by the Solicitor Supplier if that provision had not been so expressed. The Solicitor Supplier acknowledges and agrees that: the warranties, representations and undertakings contained in the Contract are material and are designed to induce the Client Customer into entering into the Contract; and the Client Customer has been induced into entering into the Contract and in doing so has relied upon the warranties, representations and undertakings contained in the Contract. TERMINATION

Representations and Undertakings. The Solicitor Supplier warrants, represents and undertakes to the Client Customer that: it has full capacity and authority and all necessary consents consents, licences, permissions (statutory, regulatory, contractual or otherwise) to enter into and perform its obligations under the Legal Services Contract; the Legal Services Contract is executed by a duly authorised representative of the SolicitorSupplier; in entering the Legal Services Contract it has not committed any Fraud; it has not committed any offence under the Prevention of Corruption Acts 1889 to 1916, or the Bribery Act 2010; all information, statements and representations contained in the SolicitorSupplier’s tender or other submission to the Client Customer for the award of the Legal Services Contract Services (if applicable) are true, accurate and not misleading save as specifically disclosed in writing to the Client Customer prior to execution of the Legal Services Contract and it will advise the Client Customer of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or its assets which will or might affect its ability to perform its obligations under the Legal Services Contract; it is not subject to any contractual obligation, compliance with which is likely to have an adverse effect on its ability to perform its obligations under the Legal Services Contract; it has not done or omitted to do anything which could have an adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Legal Services Contract; no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of its knowledge, are threatened) for the winding up of the Solicitor Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the SolicitorSupplier's assets or revenue; it has taken and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the unauthorised use of, modification, access, introduction, creation or propagation of any disruptive element, virus, worms and/or Trojanstrojans, spyware or other malware into the computing environment (including the hardware, software and/or telecommunications networks or equipment), data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by, the ClientCustomer; and it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Legal Services Contract and shall maintain the same in full force and effect for so long as is necessary for the proper provision of the Legal Services Contract Services. The Solicitor Supplier warrants, represents and undertakes to the Client Customer that: it has read and fully understood the Letter of Appointment Order Form and these Call-Off Terms and Conditions and is capable of performing the Contract Ordered Panel Services in all respects in accordance with the Legal Services Contract; the Solicitor Supplier and each of its Sub-Contractors has all Staffpersonnel, equipment and experience necessary for the proper performance of the Contract Ordered Panel Services; and it will at all times: perform its obligations under the Legal Services Contract with all reasonable care, skill and diligence and in accordance with Good Industry Practice; comply with all the KPIs and meet or exceed the Service LevelsKPIs; carry out the Contract Ordered Panel Services within the timeframe agreed with the ClientCustomer; and without prejudice to its obligations under Clause 2.3 5 (Key Personnel), ensure to the satisfaction of the Client Customer that the Contract Ordered Panel Services are provided and carried out by such appropriately qualified, skilled and experienced solicitors and/or other Staff personnel as shall be are necessary for the proper performance of the Contract Ordered Panel Services. The Solicitor Supplier shall promptly notify the Client Customer in writing: of any material detrimental change in the financial standing and/or credit rating of the SolicitorSupplier; if the Solicitor Supplier undergoes a Change of Control; and provided this does not contravene any Law, of any circumstances suggesting that a Change of Control is planned or in contemplation. For the avoidance of doubt, the fact that any provision within the Legal Services Contract is expressed as a warranty shall not preclude any right of termination the Client Customer would have in respect of breach of that provision by the Solicitor Supplier if that provision had not been so expressed. The Solicitor Supplier acknowledges and agrees that: the warranties, representations and undertakings contained in the Legal Services Contract are material and are designed to induce the Client Customer into entering into the Legal Services Contract; and the Client Customer has been induced into entering into the Legal Services Contract and in doing so has relied upon the warranties, representations and undertakings contained in the Legal Services Contract. Call Off Guarantee Where the Customer has stipulated in the Call Off Order Form that this Call Off Contract shall be conditional upon receipt of a Call Off Guarantee, then, on or prior to the Call Off Commencement Date or on any other date specified by the Customer, the Supplier shall deliver to the Customer: an executed Call Off Guarantee from a Call Off Guarantor; and a certified copy extract of the board minutes and/or resolution of the Call Off Guarantor approving the execution of the Call Off Guarantee. The Customer may in its sole discretion at any time agree to waive compliance with the requirement in Clause 10.6 by giving the Supplier notice in writing. TERMINATION

Representations and Undertakings. The Solicitor warrants, represents and undertakes to the Client that: it has full capacity and authority and all necessary consents licences, permissions (statutory, regulatory, contractual or otherwise) to enter into and perform its obligations under the Contract; the Contract is executed by a duly authorised representative of the Solicitor; in entering the Contract it has not committed any Fraud; it has not committed any offence under the Prevention of Corruption Acts 1889 to 1916, or the Bribery Act 2010Xxxxxxx Xxx 0000; all information, statements and representations contained in the Solicitor’s tender or other submission to the Client for the award of the Contract Services are true, accurate and not misleading save as specifically disclosed in writing to the Client prior to execution of the Contract and it will advise the Client of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or its assets which will or might affect its ability to perform its obligations under the Contract; it is not subject to any contractual obligation, compliance with which is likely to have an adverse effect on its ability to perform its obligations under the Contract; it has not done or omitted to do anything which could have an adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract; no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of its knowledge, are threatened) for the winding up of the Solicitor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Solicitor's assets or revenue; it has taken and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the unauthorised use of, modification, access, introduction, creation or propagation of any disruptive element, virus, worms and/or Trojans, spyware or other malware into the computing environment (including the hardware, software and/or telecommunications networks or equipment), data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by, the Client; and it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract and shall maintain the same in full force and effect for so long as is necessary for the proper provision of the Contract Services. The Solicitor warrants, represents and undertakes to the Client that: it has read and fully understood the Letter of Appointment and these Call-Off Terms and is capable of performing the Contract Services in all respects in accordance with the Contract; the Solicitor and each of its Sub-Contractors has all Staff, equipment and experience necessary for the proper performance of the Contract Services; and it will at all times: perform its obligations under the Contract with all reasonable care, skill and diligence and in accordance with Good Industry Practice; comply with all the KPIs and meet or exceed the Service Levels; carry out the Contract Services within the timeframe agreed with the Client; and without prejudice to its obligations under Clause 2.3 (Key Personnel), ensure to the satisfaction of the Client that the Contract Services are provided and carried out by such appropriately qualified, skilled and experienced solicitors and/or other Staff as shall be necessary for the proper performance of the Contract Services. The Solicitor shall promptly notify the Client in writing: of any material detrimental change in the financial standing and/or credit rating of the Solicitor; if the Solicitor undergoes a Change of Control; and provided this does not contravene any Law, of any circumstances suggesting that a Change of Control is planned or in contemplation. For the avoidance of doubt, the fact that any provision within the Contract is expressed as a warranty shall not preclude any right of termination the Client would have in respect of breach of that provision by the Solicitor if that provision had not been so expressed. The Solicitor acknowledges and agrees that: the warranties, representations and undertakings contained in the Contract are material and are designed to induce the Client into entering into the Contract; and the Client has been induced into entering into the Contract and in doing so has relied upon the warranties, representations and undertakings contained in the Contract. TERMINATION

Representations and Undertakings. The Solicitor warrants, represents and undertakes to the Client that: it has full capacity and authority and all necessary consents consents, licences, permissions (statutory, regulatory, contractual or otherwise) to enter into and perform its obligations under the Contract; the Contract is executed by a duly authorised representative of the Solicitor; in entering the Contract it has not committed any Fraud; it has not committed any offence under the Prevention of Corruption Acts 1889 to 1916, or the Bribery Act 2010; all information, statements and representations contained in the Solicitor’s tender or other submission to the Client for the award of the Contract Services are true, accurate and not misleading save as specifically disclosed in writing to the Client prior to execution of the Contract and it will advise the Client of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or its assets which will or might affect its ability to perform its obligations under the Contract; it is not subject to any contractual obligation, compliance with which is likely to have an adverse effect on its ability to perform its obligations under the Contract; it has not done or omitted to do anything which could have an adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract; no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of its knowledge, are threatened) for the winding up of the Solicitor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Solicitor's assets or revenue; it has taken and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the unauthorised use of, modification, access, introduction, creation or propagation of any disruptive element, virus, worms and/or Trojans, spyware or other malware into the computing environment (including the hardware, software and/or telecommunications networks or equipment), data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by, the Client; and it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract and shall maintain the same in full force and effect for so long as is necessary for the proper provision of the Contract Services. The Solicitor warrants, represents and undertakes to the Client that: it has read and fully understood the Letter of Appointment and these Call-Off Terms and is capable of performing the Contract Services in all respects in accordance with the Contract; the Solicitor and each of its Sub-Contractors has all Staff, equipment and experience necessary for the proper performance of the Contract Services; and it will at all times: perform its obligations under the Contract with all reasonable care, skill and diligence and in accordance with Good Industry Practice; comply with all the KPIs and meet or exceed the Service Levels; carry out the Contract Services within the timeframe agreed with the Client; and without prejudice to its obligations under Clause 2.3 (Key Personnel), ensure to the satisfaction of the Client that the Contract Services are provided and carried out by such appropriately qualified, skilled and experienced solicitors and/or other Staff as shall be necessary for the proper performance of the Contract Services. The Solicitor shall promptly notify the Client in writing: of any material detrimental change in the financial standing and/or credit rating of the Solicitor; if the Solicitor undergoes a Change of Control; and provided this does not contravene any Law, of any circumstances suggesting that a Change of Control is planned or in contemplation. For the avoidance of doubt, the fact that any provision within the Contract is expressed as a warranty shall not preclude any right of termination the Client would have in respect of breach of that provision by the Solicitor if that provision had not been so expressed. The Solicitor acknowledges and agrees that: the warranties, representations and undertakings contained in the Contract are material and are designed to induce the Client into entering into the Contract; and the Client has been induced into entering into the Contract and in doing so has relied upon the warranties, representations and undertakings contained in the Contract. TERMINATION