Warranties and representations of the Tier. 1 Provider The Tier 1 Provider warrants and represents • To the Council and its Affiliates • That each of the following (to be read independently) is materially true and materially correct • At the date of this Tier 1 Agreement and again each time the Tier 1 Provider enters into any Individual Call-Off Contract in relation to any Relevant Lot • Excluding any exceptions sufficiently disclosed by the Tier 1 Provider to the Council in writing before the relevant date when the warranty and representation applies • In addition to other warranties and representations of the Tier 1 Provider indicated elsewhere in this Tier 1 Agreement and/or in any Individual Call-Off Contract The claims the Tier 1 Provider has made about itself or its subcontractors or their respective Personnel in the Provider Application are, to the best of the Tier 1 Provider’s knowledge having made reasonably necessary inquiries: • True: materially true; and • Not misleading: not reasonably likely to be misleading (whether by omission or otherwise) to a reasonable person. • There have been no significant changes to the circumstances of the Tier 1 Provider compared to those disclosed in the Provider Application. • Changes to the Tier 1 Provider’s circumstances to which this applies: only to those changes which would (on reasonable view) significantly and unfavourably affect the ability of the Tier 1 Provider to meet its obligations under this Tier 1 Agreement. There is no reasonably significant information about the Tier 1 Provider, its Personnel and/or its subcontractors to which all of the following apply: • The Tier 1 Provider has negligently or deliberately withheld that information from the Council; and • If that information had been sufficiently disclosed, it would be reasonably likely to have significantly affected the decision of the Council (acting reasonably in the circumstances) to enter into this Tier 1 Agreement on these terms. About the Tier 1 Provider generally
