Common use of WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS Clause in Contracts

WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS. A. The Contractor acknowledges, warrants, represents and undertakes that: 1. it has the authority and right under law to enter into, and to carry out its obligations and responsibilities under this Agreement and to provide the Services hereunder; 2. it is entering into this Agreement with a full understanding of its material terms and risks and is capable of assuming those risks; 3. it is entering into this Agreement with a full understanding of its obligations with regard to taxation, employment, social and environmental protection and is capable of assuming and fulfilling those obligations; 4. it has acquainted itself with and shall comply with all legal requirements or such other laws, recommendations, guidance or practices as may affect the provision of the Services as they apply to the Contractor; 5. it has taken all and any action necessary to ensure that it has the power to execute and enter into this Agreement; 6. the status of the Contractor, as declared in the “Declaration as to Personal Circumstances of Tenderer” dated [insert date] , which confirms that none of the excluding circumstances listed in Regulation 57 of the Regulations apply to the Contractor, remains unchanged; 7. it owns, has obtained or is able to obtain, valid licences for all Intellectual Property Rights (as defined in clause 6 below) that are necessary for the performance of its obligations under this Agreement and for the Client to obtain the benefit of the Services for its business purposes; 8. Delete and replace with “Not Used” if not applicable: it has inspected the Client’s premises, lands and facilities before submitting its Submission and has made appropriate enquiries so as to be satisfied in relation to all matters connected with the performance of its obligations under this Agreement; 9. it retains and shall maintain for the Term insurances for the nature and amount specified in the RFT. The Contractor undertakes to advise the Client forthwith of any material change to its insured status, to produce proof of current premiums paid upon written request and where required produce valid certificates of insurance for inspection. The Contractor shall carry out all directions of the Client with regard to compliance with this clause 4A.9; and 10. the Client shall be under no obligation to purchase any minimum number or value of Services.

WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS. A. The Contractor acknowledges, warrants, represents and undertakes that: 1. it has the authority and right under law to enter into, and to carry out its obligations and responsibilities under this Agreement and to provide the Services hereunder; 2. it is entering into this Agreement with a full understanding of its material terms and risks and is capable of assuming those risks; 3. it is entering into this Agreement with a full understanding of its obligations with regard to taxation, employment, social employment and environmental protection and is capable of assuming and fulfilling those obligations; 4. it has acquainted itself with and shall comply with all legal requirements or such other laws, recommendations, guidance or practices as may affect the provision of the Services as they apply to the Contractor; 5. it has taken all and any action necessary to ensure that it has the power to execute and enter into this Agreement; 6. where applicable, the status of the ContractorSupplier, as declared in the “Declaration as to Personal Circumstances of Tenderer” dated [insert date] in the Submission, which confirms that none of the excluding circumstances listed in Regulation 57 Article 45 of the EU Directive 2004/18/EC as implemented into Irish law by European Communities (Award of Public Authorities’ Contracts) Regulations 2006 (S.I. No. 329 of 2006) apply to the ContractorSupplier, remains unchanged; 7. it owns, has obtained or is able to obtain, valid licences for all Intellectual Property Rights (as defined in clause 6 7 below) that are necessary for the performance of its obligations under this Agreement and for the Client to obtain the benefit of the Services for its business purposes; and 8. Delete and replace with “Not Used” if not applicable: it has inspected the Client’s premises, lands and facilities before submitting its Submission and has made appropriate enquiries so as to be satisfied in relation to all matters connected with the performance of its obligations under this Agreement; 9. it retains and shall maintain for the Term insurances for the nature and amount specified in the RFT. The Contractor undertakes to advise the Client forthwith of any material change to its insured status, to produce proof of current premiums paid upon written request and where required produce valid certificates of insurance for inspection. The Contractor shall carry out all directions of the Client with regard to compliance with this clause 4A.9; and 10. the Client shall be under no obligation to purchase any minimum number or value of Services5A.8.

WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS. A. The Contractor acknowledges, warrants, represents and undertakes that: 1. it has the authority and right under law to enter into, and to carry out its obligations and responsibilities under this Agreement and to provide the Services hereunder; 2. it is entering into this Agreement with a full understanding of its material terms and risks and is capable of assuming those risks; 3. it is entering into this Agreement with a full understanding of its obligations with regard to taxation, employment, social and environmental protection and is capable of assuming and fulfilling those obligations; 4. it has acquainted itself with and shall comply with all legal requirements or such other laws, recommendations, guidance or practices as may affect the provision of the Services as they apply to the Contractor; 5. it has taken all and any action necessary to ensure that it has the power to execute and enter into this Agreement; 6. the status of the Contractor, as declared in the “Declaration as to Personal Circumstances of Tenderer” dated [insert date] , which confirms that none of the excluding circumstances listed in Regulation Article 57 of the Regulations EU Directive 2014/24/EU apply to the Contractor, remains unchanged; 7. it owns, has obtained or is able to obtain, valid licences for all Intellectual Property Rights (as defined in clause 6 below) that are necessary for the performance of its obligations under this Agreement and for the Client to obtain the benefit of the Services for its business purposes; 8. Delete and replace with “Not Used” if not applicable: it has inspected the Client’s premises, lands and facilities before submitting its Submission and has made appropriate enquiries so as to be satisfied in relation to all matters connected with the performance of its obligations under this Agreement; 9. it retains and shall maintain for the Term insurances for the nature and amount specified in the RFT. The Contractor undertakes to advise the Client forthwith of any material change to its insured status, to produce proof of current premiums paid upon written request and where required produce valid certificates of insurance for inspection. The Contractor shall carry out all directions of the Client with regard to compliance with this clause 4A.94A.8; and 9. Delete and replace with “Not Used” if not applicable: it has inspected the Client’s premises, lands and facilities before submitting its Submission and has made appropriate enquiries so as to be satisfied in relation to all matters connected with the performance of its obligations under this Agreement. 10. the Client shall be under no obligation to purchase any minimum number or value of Services.

WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS. A. The Contractor acknowledgesIt is recorded that LCS Financial Services at the time of electing to purchase the Debt(s) offered to it by the Seller, warrantsrelies upon the following warranties, represents undertakings and representations given to it by the Seller, all of which are deemed to be material:- that the Seller is and will be the beneficial owner of the claims and book debts offered for sale to LCS Financial Services in terms of this Agreement; that each Debt purchased by LCS Financial Services from the Seller, shall be in respect of goods and materials supplied and for services rendered and that all the Seller’s obligations arising out of the supply of such goods and materials and the rendering of such services have been fully complied with by the Seller; that each Debt sold to LCS Financial Services is lawfully owed to the Seller by the Debtor; that each Debt sold by the Seller to LCS Financial Services will be paid in full by the Debtor within the time period stipulated in paragraph 4.1.2, 4.2.2, 4.3.2 or 4.4.2, as the case may be, of the Schedule to Memorandum of Agreement, the said period to be calculated from the date that the Debt was sold and Ceded to LCS Financial Services as stipulated in the Purchase Note for that particular transaction and that the Debtor shall not be entitled to claim any right of set-off or any other lawful defence to such claim; that the Debtor is willing and able to pay its indebtedness to the Seller within the time period(s) referred to in clause 8.1.4 above, that the Debt is a true and genuine Debt and that all particulars supplied by the Seller to LCS Financial Services in regard to the Debt, are true and correct, and that all Transactional Documentation and other documents evidencing the Debt, are true and genuine documents; that no person has, nor will have any right, including any option or right of first refusal to purchase or otherwise claim any of the claims offered to LCS Financial Services in terms of this Agreement and that upon acceptance of the Seller’s offer by LCS Financial Services to purchase the Debt, same shall be free of any lien, hypothec, right of pre-emption, cession, pledge or other encumbrance or security of any nature whatsoever or claim against or attachment of any such Debt, Instrument or Security; that the Debtor has admitted liability in whole for the Debt and will effect payment in respect of same within the time period stated in clause 8.1.4 above; that no cause whatsoever exists which would entitle the Debtor to repudiate liability for the Debt, either in whole or in part or to refuse to either accept the Cession, or payment of the Debt to LCS Financial Services; that no cause whatsoever exists for the Seller to believe that the Debtor's indebtedness may not be paid within the time period as referred to in clause 8.1.4 above; that the Seller has not ceded, pledged, transferred, offered, or purported to cede or transfer to anybody whomsoever, any of its rights to any debt or claim owed to the Seller, whether such debt or claim has been offered to LCS Financial Services or not; that the supply of the goods and materials or provision of services giving rise to the indebtedness constituting the Debt, was bona fide and not tainted by any fraud on the part of the Seller and to the extent that such indebtedness has arisen as a result of goods or materials that have been supplied, such goods or materials do not constitute part of any consignment and undertakes that: 1that after the Seller has tendered any debt or claim to LCS Financial Services for purchase, that the Seller will not cede, nor purport, nor endeavour to cede or transfer any of its rights to any such debt or claim to anybody else, unless and until such tender is rejected by LCS Financial Services, nor to cede or transfer or offer or purport to cede, transfer or offer to anybody else any of its rights to any debt whatsoever owed to the Seller, whether tendered, purchased by LCS Financial Services or not, for so long as LCS Financial Services is owed any monies in respect of any Debt(s) purchased in terms of this Agreement; that the contract in respect of which the Seller has supplied the goods and materials and rendered the services, or the Instrument or Security, (as the case may be), is in all respects valid and enforceable, and in the case of the Debt, that it is due and payable and will be paid in accordance with its tenor; that the Debtor does not, to the knowledge of the Seller, have any ground upon which to avoid the performance of any of its obligations under such contract, Instrument or Security (as the case may be); that the Debtor in respect of any such contract or Security referred to in clause 8.1.12 and/or 8.1.13 above, will not be entitled to terminate such contract or Security for any reason whatsoever; that the Debtor in respect of any Instrument will not be entitled to countermand payment of such Instrument for any reason whatsoever; that the contract, Security or Instrument referred to above, does not, either in the making or operation thereof, constitute any breach of the National Credit Act; that the Transactional Documentation to be furnished to LCS Financial Services upon the Cession, are the only documents between he Seller and the Debtor in respect of the Debt and the Seller has no obligations to the Debtor thereunder otherwise than as set out in such documents delivered to LCS Financial Services at the time of the acceptance by LCS Financial Services of the Seller’s offer to purchase the Debt; that the Seller will pass to LCS Financial Services good, valid, free and transferable right, title and interest in and to the Debt, the Instrument, or the Security, as the case may be, and that no third party shall have any lien, hypothec, right of pre-emption, cession, pledge or other encumbrance or security of any nature whatsoever or claim against or attachment of any such Debt, Instrument or Security; provided that if the Seller is in breach of this warranty, the Seller hereby cedes in security to LCS Financial Services all its reversionary right and title in and to the Debt; that the Seller will not be in breach of any of its obligations in terms of any contract in respect of which the goods and materials were supplied and services rendered, or any Instrument or Security (as the case may be); that all information contained in the Schedule to Memorandum of Agreement as at the date of the signature thereof by the Seller and any Transactional Documentation furnished to LCS Financial Services in respect of a Debt purchased from the Seller are true and correct, that no information that may effect the Seller’s decision to purchase any Debt has been withheld from LCS Financial Services, and all information concerning the Seller’s financial affairs (including actual and contingent liabilities) has been disclosed to LCS Financial Services; that it is, in the case of the Seller being a company or close corporation, duly incorporated under the laws of the jurisdiction of its registered office and/or constituted under the laws of the jurisdiction of its creation and this Agreement and each Security imposes legally binding obligations on the Seller and/or relevant Security Provider, that same has (to the extent required by and possible in law) been perfected and is enforceable in accordance with its terms and is legal and enforceable; that if the Seller and /or Security Provider is a company, close corporation, trust or partnership, no change in its directors, shareholders, members, trustees or partners, as the case may be, shall take place without the prior written consent of LCS Financial Services; that all consents and authorisations, in relation to and in respect of this Agreement and the purchase of any Debt and each Security has been obtained; that as at the date of each transaction between the Parties, the Seller and Security Provider are solvent and have never been insolvent, its/his/her estate has never been provisionally or finally liquidated or sequestrated, as the case may be, or voluntarily surrendered, nor are any such applications pending; if the Seller and/or Security Provider is an individual, he/she has disclosed to LCS Financial Services his/her true marital status and the matrimonial property system applicable to that person prior to the signature of this Agreement and any Security in connection therewith. In the event that the Seller is married in community of property, the Seller has advised his/her spouse of this Agreement and has obtained the necessary consent to enter into this Agreement from such spouse. The Seller and/ or Security Provider (as relevant) undertakes to advise LCS Financial Services immediately in writing if the Seller changes the matrimonial property system applicable to it has at any time for the duration of this Agreement; that any one of the signatories referred to in paragraph 5 of the Schedule to the Memorandum of Agreement shall at all times have full authority and right under law power to enter into, into and to carry out its obligations and responsibilities under perform all the terms of this Agreement and to provide the Services hereunder; 2. it is entering into this Agreement with a full understanding of its material terms and risks and is capable of assuming those risks; 3. it is entering into this Agreement with a full understanding of its obligations with regard to taxation, employment, social and environmental protection and is capable of assuming and fulfilling those obligations; 4. it has acquainted itself with and shall comply with all legal requirements or such other laws, recommendations, guidance or practices as may affect the provision sign any Purchase Note and/or Transactional Documentation on behalf of the Services as they apply to Seller and the Contractor; 5. it Seller has taken all and any action necessary actions to ensure that it has authorise such signatory to bind the power Seller to execute and enter into this Agreement; 6. the status of the Contractor, as declared in the “Declaration as to Personal Circumstances of Tenderer” dated [insert date] , which confirms that none of the excluding circumstances listed in Regulation 57 of the Regulations apply to the Contractor, remains unchanged; 7. it owns, has obtained or is able to obtain, valid licences for all Intellectual Property Rights (as defined in clause 6 below) that are necessary for the performance of its all of is obligations under in terms of this Agreement Agreement. The Seller may change the name of any signatory from time to time, but the amendment will only be effective as far as LCS Financial Services is concerned after notification thereof has been received by LCS Financial Services and for the Client LCS Financial Services has acknowledge receipt thereof. The Seller undertakes to obtain the benefit furnish LCS Financial Services with such information and/or documents as LCS Financial Services from time to time may require prior to any financial transaction being concluded, including without limitation, in terms of the Services for its business purposes; 8. Delete Financial Intelligence Centre Act no 38 of 2001 and replace with “Not Used” if not applicable: it has inspected the Client’s premisesRegulations thereto, lands from and facilities before submitting its Submission in respect of the Seller and has made appropriate enquiries so as to be satisfied in relation to all matters connected with the performance any person having an interest (whether direct of its obligations under this Agreement; 9. it retains indirect and shall maintain for the Term insurances for the nature and amount specified in the RFT. The Contractor undertakes to advise event that the Client forthwith of Seller is not a natural person) in the Seller and any material change to its insured status, to produce proof of current premiums paid upon written request and where required produce valid certificates of insurance for inspection. The Contractor shall carry out all directions of the Client with regard to compliance with this clause 4A.9; and 10. the Client shall be under no obligation to purchase any minimum number or value of ServicesSecurity Provider.