Common use of UNDERTAKINGS AND ASSURANCES Clause in Contracts

UNDERTAKINGS AND ASSURANCES. (a) CRL shall comply with the undertakings, assurances and requirements included within the Environmental Minimum Requirements and the TfL Group Protective Provisions Agreements that relate to a matter for which CRL is the nominated undertaker or for which it is responsible under this Agreement until allocated otherwise pursuant to the provisions of this Clause 4.2 (each a “CRL Undertaking”). (b) CRL shall facilitate a process, in discussion with the Sponsors and LUL, by which the responsibility for complying with the undertakings, assurances or requirements included within the Environmental Minimum Requirements shall be allocated appropriately between SoS, TfL, CRL, LUL and such other parties as may be determined to be relevant and accepted by each relevant party (the “EMR Allocation Process”). The Sponsors and CRL shall use all reasonable endeavours to complete the EMR Allocation Process in respect of all undertakings, assurances and requirements included within the Environmental Minimum Requirements in existence at the date of this Agreement on or before 31 January 2009 or such later date as the Sponsors may agree in writing. (c) The EMR Allocation Process shall be ongoing throughout the Crossrail Project such that if either: (i) new undertakings, assurances or requirements given after the date of the Crossrail Act are identified as being part of or added to the Environmental Minimum Requirements during the Crossrail Project; or (ii) an undertaking, assurance or requirement which is part of the Environmental Minimum Requirements that has previously been allocated ought reasonably to be reallocated having regard to the current circumstances of the Crossrail Project, the relevant undertakings, assurances or requirements shall be allocated or reallocated (as the case may be) pursuant to the EMR Allocation Process. (d) Upon completion of the initial EMR Allocation Process, CRL shall develop and implement a compliance strategy setting out how CRL proposes to comply with the CRL Undertakings on an ongoing basis including appropriate reporting arrangements. CRL shall, if appropriate, update such compliance strategy if any new undertaking, assurance or requirement becomes a CRL Undertaking or if the compliance strategy is no longer appropriate for any CRL Undertaking. (e) CRL shall, at such time and within such period as may be specified in any CRL Undertaking or as may otherwise be reasonably required by either Sponsor, execute and deliver to the relevant party any deeds or agreements required by those undertakings, assurances or requirements and in the form required by the relevant undertaking, assurance or requirement or, if no such form is provided for, then in the form reasonably required by such Sponsor. (f) CRL may agree with the beneficial recipient or recipients, as the case may be, of a CRL Undertaking, amendments, changes, waivers or any other alterations to the terms of that CRL Undertaking with the prior written consent of the Sponsors but nothing in this Clause 4.2(f) shall be construed as authorising CRL to amend, change, waive or in any way alter the terms of an undertaking given by SoS to Parliament. (g) CRL shall notify, if relevant, the local authority of the geographical area to which the CRL Undertaking relates of the new agreed terms of any CRL Undertaking that has been amended in accordance with Clause 4.2(f) and shall comply with the new agreed terms of that CRL Undertaking. (h) CRL shall exercise its functions as nominated undertaker and otherwise perform its obligations under this Agreement and the Principal Project Documents in such manner as to ensure that neither of the Sponsors shall be in breach of, and both Sponsors may properly perform, any obligations that he or it owes to third parties under the Principal Project Documents and/or any undertakings and/or assurances and/or requirements given to any third party under the Environmental Minimum Requirements. (i) CRL shall take all steps reasonably necessary and within its powers to enable it and each of SoS and TfL to comply with any or all of the Crossrail Act and any secondary Legislation relating to the Crossrail Project. (j) CRL shall promptly serve notice on the Sponsors in the event that it becomes aware that it has failed, or is reasonably likely to fail, to comply fully with the Environmental Minimum Requirements or that it has otherwise breached, or is reasonably likely to breach, its obligations pursuant to Clause 4.2(a) (such failure or breach hereafter referred to as a "CRL Undertakings Default"). Such notice shall include details of the CRL Undertakings Default. (k) If either Sponsor becomes aware (other than as a result of a notice from CRL pursuant to Clause 4.2(j)) that a CRL Undertakings Default has occurred or is, in the reasonable opinion of such Sponsor, likely to occur, such Sponsor may serve notice on CRL providing details of the CRL Undertakings Default. (l) Following service of a notice by either CRL or either Sponsor identifying a CRL Undertakings Default, CRL shall promptly provide such additional information in relation to the CRL Undertakings Default as such Sponsor may reasonably request. (m) Following service of a notice by either CRL or either Sponsor identifying a CRL Undertakings Default, CRL shall take such action as it considers necessary to procure the rectification of the CRL Undertakings Default (or to put in place a plan to rectify the CRL Undertakings Default) within a reasonable period of time, taking account of the circumstances prevailing at the time, provided that CRL: (i) shall not be entitled to any relief from its other obligations pursuant to this Agreement and shall not take any action that would contravene, or which might result in a contravention of, this Agreement; and (ii) shall procure the rectification of the CRL Undertakings Default in accordance with any requirements, deadlines or other restrictions relating to the CRL Undertakings Default imposed upon SoS by Parliament, and CRL shall keep the Sponsors updated periodically with its plans for, and progress in relation to, this rectification. (n) If CRL has not rectified the CRL Undertakings Default within a reasonable period of time in accordance with Clause 4.2(m), or either Sponsor does not agree with CRL’s plan for procuring such rectification, then either Sponsor shall be entitled to take such action as it reasonably considers is necessary to enable rectification of the CRL Undertakings Default provided that such Sponsor shall notify CRL in advance of what action it wishes to take and the timetable for doing so. (o) In considering what action (if any) it wishes to take pursuant to Clause 4.2(n), the relevant Sponsor shall use reasonable endeavours to minimise the impact of such action on the discharge by CRL of its obligations pursuant to this Agreement but CRL shall not be entitled to any relief as a result of the taking of such action. (p) CRL shall indemnify SoS against: (i) any third party actions or claims; and/or (ii) any Costs incurred by SoS in taking action pursuant to Clause 4.2(n), as a consequence of any CRL Undertakings Default. (q) CRL shall indemnify TfL against any Costs incurred by TfL in taking action pursuant to Clause 4.2(n) as a consequence of any CRL Undertakings Default.

UNDERTAKINGS AND ASSURANCES. (aA) CRL HS2 Ltd shall comply with the undertakingsUndertakings, assurances Assurances and requirements included within the Environmental Minimum Requirements and the TfL Group Protective Provisions Agreements that which relate to a matter for which CRL HS2 Ltd is the nominated undertaker or for which it is responsible under this Agreement until allocated otherwise pursuant to the provisions of this Clause 4.2 16.2 (each a an “CRL HS2 Ltd Undertaking”). (bB) CRL The SoS shall provide HS2 Ltd with details of any undertakings and assurances in connection with the Project (or a Phase thereof) which should be included in the Register of Undertakings and Assurances and which are not otherwise in the awareness of HS2 Ltd. (C) HS2 Ltd shall facilitate a process, in discussion with the Sponsors and LULSoS, by which the responsibility for complying with the undertakings, assurances or requirements included within the Environmental Minimum Undertakings, Assurances and Requirements shall be allocated appropriately between SoS, TfL, CRL, LUL HS2 Ltd and such other parties or nominated undertakers as may be determined to be relevant and accepted by each relevant party (the “EMR UAR Allocation Process”). The Sponsors SoS and CRL HS2 Ltd shall use all reasonable endeavours to complete the EMR UAR Allocation Process in respect of for all undertakings, assurances and requirements included within the Environmental Minimum Undertakings, Assurances and Requirements in existence at the date of this Agreement for each Phase on or before 31 January 2009 or such later date dates as the Sponsors SoS may agree notify HS2 Ltd in writing. (cD) The EMR UAR Allocation Process shall be ongoing throughout the Crossrail Project such that if either: (i1) new undertakings, assurances or requirements given after the date completion of the Crossrail Act UAR Allocation Process for the Undertakings, Assurances and Requirements in accordance with Clause 16.2(C) are identified as being part of or added to the Environmental Minimum Undertakings, Assurances and Requirements during the Crossrail Project; or (ii2) an undertaking, assurance or requirement which is part of the Environmental Minimum Undertakings, Assurances and Requirements that has previously been allocated ought reasonably to be reallocated having regard to the current circumstances of the Crossrail Project, the relevant undertakings, assurances or requirements shall be allocated or reallocated (as the case may be) pursuant to the EMR UAR Allocation Process. (dE) Upon completion of the initial EMR UAR Allocation ProcessProcess for ▇▇▇▇▇ ▇▇▇, CRL ▇▇▇ Ltd shall develop and implement a compliance strategy plan setting out how CRL HS2 Ltd proposes to comply with the CRL HS2 Ltd Undertakings on an ongoing basis including appropriate reporting arrangements. CRL HS2 Ltd shall, if appropriate, update such compliance strategy plan if any new undertaking, assurance or requirement becomes a CRL an HS2 Ltd Undertaking or if the compliance strategy plan is no longer appropriate for any CRL HS2 Ltd Undertaking. (eF) CRL HS2 Ltd shall, at such time and within such period as may be specified in any CRL HS2 Ltd Undertaking or as may otherwise be reasonably required by either Sponsorthe SoS, execute and deliver to the relevant party any deeds or agreements required by those undertakings, assurances or requirements and in the form reasonably required by the relevant undertaking, assurance or requirement or, if no such form is provided for, then in the form reasonably required by such Sponsor.the SoS. (fG) CRL HS2 Ltd may agree with the beneficial recipient or recipients, as the case may be, of a CRL an HS2 Ltd Undertaking, amendments, changes, waivers or any other alterations to the terms of that CRL HS2 Ltd Undertaking with the prior written consent of the Sponsors SoS but nothing in this Clause 4.2(f16.2(G) shall be construed as authorising CRL HS2 Ltd to amend, change, waive or in any way alter the terms of an undertaking given by the SoS to Parliament. (g) CRL shall notify, if relevant, the local authority of the geographical area to which the CRL Undertaking relates of the new agreed terms of any CRL Undertaking that has been amended in accordance with Clause 4.2(f) and shall comply with the new agreed terms of that CRL Undertaking. (h) CRL shall exercise its functions as nominated undertaker and otherwise perform its obligations under this Agreement and the Principal Project Documents in such manner as to ensure that neither of the Sponsors shall be in breach of, and both Sponsors may properly perform, any obligations that he or it owes to third parties under the Principal Project Documents and/or any undertakings and/or assurances and/or requirements given to any third party under the Environmental Minimum Requirements. (i) CRL shall take all steps reasonably necessary and within its powers to enable it and each of SoS and TfL to comply with any or all of the Crossrail Act and any secondary Legislation relating to the Crossrail Project. (j) CRL shall promptly serve notice on the Sponsors in the event that it becomes aware that it has failed, or is reasonably likely to fail, to comply fully with the Environmental Minimum Requirements or that it has otherwise breached, or is reasonably likely to breach, its obligations pursuant to Clause 4.2(a) (such failure or breach hereafter referred to as a "CRL Undertakings Default"). Such notice shall include details of the CRL Undertakings Default. (k) If either Sponsor becomes aware (other than as a result of a notice from CRL pursuant to Clause 4.2(j)) that a CRL Undertakings Default has occurred or is, in the reasonable opinion of such Sponsor, likely to occur, such Sponsor may serve notice on CRL providing details of the CRL Undertakings Default. (l) Following service of a notice by either CRL or either Sponsor identifying a CRL Undertakings Default, CRL shall promptly provide such additional information in relation to the CRL Undertakings Default as such Sponsor may reasonably request. (m) Following service of a notice by either CRL or either Sponsor identifying a CRL Undertakings Default, CRL shall take such action as it considers necessary to procure the rectification of the CRL Undertakings Default (or to put in place a plan to rectify the CRL Undertakings Default) within a reasonable period of time, taking account of the circumstances prevailing at the time, provided that CRL: (i) shall not be entitled to any relief from its other obligations pursuant to this Agreement and shall not take any action that would contravene, or which might result in a contravention of, this Agreement; and (ii) shall procure the rectification of the CRL Undertakings Default in accordance with any requirements, deadlines or other restrictions relating to the CRL Undertakings Default imposed upon SoS by Parliament, and CRL shall keep the Sponsors updated periodically with its plans for, and progress in relation to, this rectification. (n) If CRL has not rectified the CRL Undertakings Default within a reasonable period of time in accordance with Clause 4.2(m), or either Sponsor does not agree with CRL’s plan for procuring such rectification, then either Sponsor shall be entitled to take such action as it reasonably considers is necessary to enable rectification of the CRL Undertakings Default provided that such Sponsor shall notify CRL in advance of what action it wishes to take and the timetable for doing so. (o) In considering what action (if any) it wishes to take pursuant to Clause 4.2(n), the relevant Sponsor shall use reasonable endeavours to minimise the impact of such action on the discharge by CRL of its obligations pursuant to this Agreement but CRL shall not be entitled to any relief as a result of the taking of such action. (p) CRL shall indemnify SoS against: (i) any third party actions or claims; and/or (ii) any Costs incurred by SoS in taking action pursuant to Clause 4.2(n), as a consequence of any CRL Undertakings Default. (q) CRL shall indemnify TfL against any Costs incurred by TfL in taking action pursuant to Clause 4.2(n) as a consequence of any CRL Undertakings Default.