Common use of THE APPLICANT'S REPRESENTATIONS AND WARRANTIES Clause in Contracts

THE APPLICANT'S REPRESENTATIONS AND WARRANTIES. The Applicant warrants, represents and undertakes to the Agency that: 3.1 the Applicant is validly existing and has full power to enter into and perform this Agreement, the execution of this Agreement by the Applicant has been validly authorised and the obligations expressed as being assumed by the Applicant under this Agreement constitute valid legal and binding obligations of the Applicant enforceable against the Applicant in accordance with their terms; 3.2 neither the execution of this Agreement by the Applicant nor the performance or observation of any of its obligations under it will :− 3.2.1 conflict with or result in any breach of any law or enactment or any deed, agreement or other instrument, obligation or duty to which the Applicant is bound save that this clause shall not operate to ▇▇▇▇▇▇ the exercise of the Council’s statutory powers nor constrain or prevent the Council’s compliance with its statutory duties; or 3.2.2 cause any limitation (otherwise than as set out in this Agreement) on any of the powers whatsoever of the Applicant; 3.3 the Applicant is not in default under any law or enactment or under any deed agreement or other instrument or obligation by which it is bound so as to affect adversely its ability to perform its obligations under this Agreement; 3.4 all consents, required in connection with the execution, delivery, issue, validity or enforceability of this Agreement have been obtained and have not been withdrawn; 3.5 the Applicant is not under any statutory obligation to undertake the Scheme or any part thereof; 3.6 no civil or criminal litigation or administrative or arbitration proceeding before any court, tribunal, Government authority or arbitrator is presently taking place, pending or (to the knowledge, information and belief of the Applicant) threatened against, or against any of the assets of, the Applicant which might have a material adverse effect on its business, assets, condition or operations or might affect adversely its ability to perform its obligations under this Agreement; 3.7 all information documents and accounts of the Applicant supplied to the Agency for its appraisal of the Scheme for the purposes of this Agreement including the Proposal are true complete and accurate and no change has occurred since the date on which such information was supplied which renders the same untrue or misleading in any respect and that there has been no material adverse change in the business, assets, finances operations affairs or prospects of the Applicant since such information documents and accounts was provided; 3.8 the Applicant has disclosed in writing to the Agency all information which would or might reasonably be thought to influence the Agency in awarding and/or paying any funding to the Applicant or the amount thereof; 3.9 no person having any charge, lien, encumbrance or other form of security over the Site or any other assets of the Applicant has enforced or given notice of its intention to enforce such security nor has the Applicant done or omitted to do anything which would or might reasonably be expected to cause any person to enforce or exercise its rights to enforce such security; 3.10 the Applicant is not aware, after due diligent and careful enquiry, of anything which materially threatens the success or successful completion of the Scheme;

THE APPLICANT'S REPRESENTATIONS AND WARRANTIES. As at the date of this Agreement, the date of each Claim and the date of delivery of each Quarterly Progress Report and the Final Report (by reference to the facts and circumstances then pertaining) the Applicant makes the representations and warranties set out in Clauses 3.2 to 3.5 The Applicant warrants, represents is duly incorporated or (where appropriate) otherwise validly exists under the law of England and undertakes Wales and has the power to own its assets and to carry on the business and activities which it conducts or proposes to conduct (including but not limited to the Agency that: 3.1 business and activities envisaged under this Agreement). The Applicant has the Applicant is validly existing and has full power to enter into and to exercise its rights and perform its obligations under this Agreement, Agreement and the execution on behalf of the Applicant of this Agreement by the Applicant has been validly authorised and the obligations expressed as being assumed by the Applicant under this Agreement constitute constitutes valid legal and binding obligations of the Applicant enforceable against the Applicant in accordance with their terms; 3.2 neither the execution of this Agreement Applicant. All consents, required by the Applicant nor the performance or observation of any of its obligations under it will :− 3.2.1 conflict with or result in any breach of any law or enactment or any deed, agreement or other instrument, obligation or duty to which the Applicant is bound save that this clause shall not operate to ▇▇▇▇▇▇ the exercise of the Council’s statutory powers nor constrain or prevent the Council’s compliance with its statutory duties; or 3.2.2 cause any limitation (otherwise than as set out in this Agreement) on any of the powers whatsoever of the Applicant; 3.3 the Applicant is not in default under any law or enactment or under any deed agreement or other instrument or obligation by which it is bound so as to affect adversely its ability to perform its obligations under this Agreement; 3.4 all consents, required in connection with the execution, delivery, issue, validity or enforceability of this Agreement have been obtained and have not been withdrawn; 3.5 . Neither the execution of this Agreement by the Applicant nor the performance or observation of any of its obligations hereunder will: - conflict with or result in any breach of any Statutory Requirement (either in force or enacted but yet to be in force) or any deed, agreement or other instrument, obligation or duty (including any order or decree of any court or arbitrator) to which the Applicant is bound; or cause any limitation on any of the powers whatsoever of the Applicant or on the right or ability of the officers of the Applicant to exercise such powers to be exceeded or otherwise contravene or conflict with its pertaining constitutional documents. The Applicant has not committed any Prohibited Act. The Applicant is not subject to and will not become subject to any other obligation (whether resulting from a breach by it of any other agreement or otherwise) compliance with which will or is likely to have a Material Adverse Effect and/or affect adversely its ability to perform its obligations under this Agreement. The Applicant has and shall deliver the Project and Works at all times in accordance with the Business Plan and in accordance with Good Industry Practice. The Applicant shall deliver the outputs and outcomes set out in the Business Plan The Applicant has and shall at all times use all reasonable skill and care in delivering the Project and the Works and in taking such actions as are to be expected of a properly qualified, experienced and competent property developer in order to implement and deliver the requirements of this Agreement and the Business Plan. The Applicant is not in default under any statutory law or enactment or under any deed, agreement or other instrument or obligation to undertake the Scheme or any part thereof; 3.6 no civil or criminal an extent that may affect adversely its ability to perform its obligations under this Agreement. No litigation or administrative or arbitration proceeding before any court, tribunal, Government authority or arbitrator is presently taking place, pending or (to the knowledge, information and belief of the Applicant) threatened against, or against any of the assets of, the Applicant which might have a material adverse effect on its business, assets, condition or operations or might affect adversely its ability to perform its obligations under this Agreement; 3.7 all information documents Material Adverse Effect. The Applicant has made diligent enquiries and accounts of the Applicant supplied to the Agency for best of its appraisal of the Scheme for the purposes of this Agreement including the Proposal are true complete knowledge, information and accurate and no change has occurred since the date on which such information was supplied which renders the same untrue or misleading in any respect and that there has been no material adverse change in the business, assets, finances operations affairs or prospects of the Applicant since such information documents and accounts was provided; 3.8 the Applicant has disclosed in writing to the Agency all information which would or might reasonably be thought to influence the Agency in awarding and/or paying any funding to the Applicant or the amount thereof; 3.9 belief no person having any charge, lien, encumbrance or other form of security over the Site or any other assets of the Applicant including its interest in the Site has enforced or given notice of its intention to enforce such security nor has and the Applicant has not done or omitted to do anything which would or might reasonably be expected to cause any person to enforce or exercise its rights to enforce such security; 3.10 security to the extent that this would affect the Applicant's ability to perform its obligations under this Agreement or the Works Contracts respectively. All Consents required for the Works to be commenced and the Site being available for the Permitted Use have been obtained and not withdrawn. The Applicant is not aware, after due diligent and careful enquiry, of anything which materially threatens the success of the Project or successful the completion of this Agreement. The Applicant has the Scheme;full legal control of the Site to enable Practical Completion of all Works. The Site is free from any conditions, restrictions or covenants which do or might affect the right to carry out the Works or achieve Practical Completion of all Works and continue the Permitted Use of the Site following the Date of Practical Completion. The Applicant has and shall (and shall procure that each Contractor shall) in carrying out Works comply with the provisions of the Considerate Constructors Scheme save that where there is any conflict between the provisions of this Agreement and the provisions of such scheme the provisions of this Agreement shall prevail. The Applicant has entered or will by Practical Completion have entered into all requisite agreements with the highway authority pursuant to section 38 Highways Act 1980 in respect of the construction and adoption of any Adoptable Highways comprising or relating to the Project and all requisite agreements with the highway authority pursuant to section 278 of the Highways Act 1980 (as appropriate) in respect of the construction of any Highways comprising or relating to the Project and procured any bond or guarantee required by the highway authority in connection with any such agreement. The Applicant has entered or will by Practical Completion have entered into an agreement with the relevant water authority pursuant to section 104 of the Water Industry Act 1991 in respect of the construction and adoption of the sewers serving the Project and procured any bond or guarantee required by such water authority in connection with such agreement. The Applicant has entered or will by Practical Completion have entered into any requisite agreement with the relevant local authority for the adoption by that local authority of any areas on the Site to be made available for general public use and requiring such adoption. The Applicant shall ensure (and shall take all reasonable steps to satisfy the CPCA that) its employees and all Contractors employed or engaged in connection with the Project are suitable and competent in all respects to allow the proper performance of all necessary work or tasks in relation to the Works and Practical Completion of the Project in accordance with this Agreement and the Business Plan. The Applicant shall not make any Disposal other than a Permitted Disposal for less than Market Value. The Applicant will allow CPCA access to the building that has been funded through this Agreement in order to hold meetings and events free of charge of room rent. Such requests for access will be made with due regard for the Applicants business requirements as set out in Schedule 10 No Event of Default has occurred and is continuing or would result from the provision of any Funding. The Applicant shall procure each Contractor in accordance with the Procurement Policy and will ensure that the procurement of all works, goods and/or services by the Applicant relating to the Works and/or the Project shall be in compliance with the Procurement Policy. The Applicant shall implement the Employment and Skills Plan and comply with its obligations set out in Clause 4.1.1(e). No other event or circumstance is continuing which constitutes (or with the giving of notice, the lapse of time, the determination of materiality or the fulfilment of any other applicable condition or any combination of the foregoing), would or could reasonably be expected to constitute a default by the Applicant under any other document or arrangement which is binding on it or on any of its assets in any case to an extent or in a manner which has or could reasonably be expected to have a Material Adverse Effect.