Common use of Additional Representations and Undertakings Clause in Contracts

Additional Representations and Undertakings. Supplier represents and warrants, on and as of the date of this Agreement, that: (1) entering into this type of agreement is in the ordinary course of the Supplier’s business with customers such as EY; (2) the Services and / or Products are being offered for purchase at market rates or otherwise in accordance with Supplier’s internal pricing policies and practices; (3) Supplier is aware of the existence of independency policies applicable to EY, under which it is forbidden from carrying out certain forms of business directly or indirectly with audit clients of the firms belonging to the global EY network (EY Firms) .Whilst at the time of formalizing this Agreement, EY has not identified any reason why such independence should be in breach, future facts could alter the present situation. Supplier hereby states: (i)That neither Supplier nor its validated subcontractors nor the professionals assigned to the rendering of the Services , nor the members of the management body, nor its major shareholders, managers or executives, are audit clients of the EY Firms.; (ii) That, to the extent possible, it shall endeavour to inform EY of the information concerning the change of directors of Supplier, changes to the positions occupied by such directors in other entities or changes to the ownership of Supplier or in the share capital of those companies on which it depends, with the purpose of allowing the review and verification of the situation of independency of the EY Firms with respect to Supplier. Supplier acknowledges and accepts that the detection, after the entering into this Agreement, or the future occurrence of a situation which would imply the loss of independency of the EY Firms to audit Supplier or any entity related to Supplier shall immediately and automatically imply the termination of this Agreement, with no compensation or indemnification payable by the parties as a consequence of such termination.; and (4) the aggregate amounts contemplated to be paid by EY to Supplier under this Agreement, and under all other agreements between EY and Supplier in effect within any fiscal year period, shall not exceed 5% of the Supplier’s total revenues during such period.