Common use of Warranties and Representations Clause in Contracts

Warranties and Representations. The Contractor warrants and represents that: 33.1.1. it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Framework Agreement and that the Framework Agreement is executed by a duly authorised representative of the Contractor; 33.1.2. in entering the Framework Agreement it has not committed any offence under the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2015; 33.1.3. it has not committed any breach of the Employment Relations 1999 Act (Blacklists) Regulations 2010 or section 137 of the Trade Union and Labour Relations (Consolidation) ▇▇▇ ▇▇▇▇, or committed any breach of the Data Protection Laws by unlawfully processing personal data in connection with any blacklisting activities; 33.1.4. as at the Commencement Date, all information contained in the ESPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Framework Agreement; 33.1.5. no claim is being asserted and no litigation, alternative dispute resolution procedure or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Framework Agreement; 33.1.6. it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Framework Agreement; 33.1.7. no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; and 33.1.8. as at the Commencement Date, all insurances that must be effected under the Standard Terms of Supply have been effected.

Warranties and Representations. 35.1 The Contractor warrants and represents that:that:- 33.1.1. 35.1.1 it has full capacity and authority and all necessary consents (including including, where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Framework Agreement Contract and that the Framework Agreement Contract is executed by a duly authorised representative of the Contractor; 33.1.2. 35.1.2 in entering the Framework Agreement Contract it has not committed any offence under the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2015Fraud; 33.1.3. it has not committed any breach of the Employment Relations 1999 Act (Blacklists) Regulations 2010 or section 137 of the Trade Union and Labour Relations (Consolidation) ▇▇▇ ▇▇▇▇, or committed any breach of the Data Protection Laws by unlawfully processing personal data in connection with any blacklisting activities; 33.1.4. 35.1.3 as at the Commencement Date, all information contained in the ESPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Framework AgreementContract; 33.1.5. 35.1.4 no claim is being asserted and no litigation, alternative dispute resolution procedure arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Framework AgreementContract; 33.1.6. 35.1.5 it is not subject to any contractual obligationobligations, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Framework AgreementContract; 33.1.7. 35.1.6 no proceedings proceeding or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; 35.1.7 it owns, or has obtained or is able to obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; 35.1.8 in the three (3) years prior to the date of the Contract: 35.1.8.1 it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; 35.1.8.2 it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and 33.1.8. 35.1.9 it has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as at the Commencement Date, all insurances that must be effected an ongoing business concern or its ability to fulfil its obligations under the Standard Terms of Supply have been effectedContract.

Warranties and Representations. The Contractor warrants and represents that: 33.1.1. 33.1.1 it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Framework Agreement and that the Framework Agreement is executed by a duly authorised representative of the Contractor; 33.1.2. 33.1.2 in entering the Framework Agreement it has not committed any offence under the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2015; 33.1.3. 33.1.3 it has not committed any breach of the Employment Relations 1999 Act (Blacklists) Regulations 2010 or section 137 of the Trade Union and Labour Relations (Consolidation) ▇▇▇ ▇▇▇▇, or committed any breach of the Data Protection Laws by unlawfully processing personal data in connection with any blacklisting activities; 33.1.4. 33.1.4 as at the Commencement Date, all information contained in the ESPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Framework Agreement; 33.1.5. 33.1.5 no claim is being asserted and no litigation, alternative dispute resolution procedure or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Framework Agreement; 33.1.6. 33.1.6 it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Framework Agreement; 33.1.7. 33.1.7 no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; and 33.1.8. 33.1.8 as at the Commencement Date, all insurances that must be effected under the Standard Terms of Supply have been effected.

Warranties and Representations. The Contractor warrants and represents that: 33.1.1. it has full capacity and authority Framework Authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Framework Agreement and that the Framework Agreement is executed by a duly authorised representative of the Contractor; 33.1.2. in entering the Framework Agreement it has not committed any offence under the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2015; 33.1.3. it has not committed any breach of the Employment Relations 1999 Act (Blacklists) Regulations 2010 or section 137 of the Trade Union and Labour Relations (Consolidation) ▇▇▇ ▇▇▇▇, or committed any breach of the Data Protection Laws by unlawfully processing personal data Processing Personal Data in connection with any blacklisting activities; 33.1.4. as at the Commencement Date, all information contained in the ESPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Framework Authority prior to execution of the Framework Agreement; 33.1.5. no claim is being asserted and no litigation, alternative dispute resolution procedure or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Framework Agreement; 33.1.6. it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Framework Agreement; 33.1.7. no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; and 33.1.8. as at the Commencement Date, all insurances that must be effected under required by the Standard Terms of Supply PQQ, ITT and clause 36 below have been effected.

Warranties and Representations. 33.1 The Contractor warrants and represents that: 33.1.1. 33.1.1 it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Framework Agreement and that the Framework Agreement is executed by a duly authorised representative of the Contractor; 33.1.2. 33.1.2 in entering the Framework Agreement it has not committed any offence under the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2015; 33.1.3. 33.1.3 it has not committed any breach of the Employment Relations 1999 Act (Blacklists) Regulations 2010 or section 137 of the Trade Union and Labour Relations (Consolidation) ▇▇▇ ▇▇▇▇, or committed any breach of the Data Protection Laws by unlawfully processing personal data in connection with any blacklisting activities; 33.1.4. 33.1.4 as at the Commencement Date, all information contained in the ESPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Framework Agreement; 33.1.5. 33.1.5 no claim is being asserted and no litigation, alternative dispute resolution procedure or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Framework Agreement; 33.1.6. 33.1.6 it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Framework Agreement; 33.1.7. 33.1.7 no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; and 33.1.8. 33.1.8 as at the Commencement Date, all insurances that must be effected under the Standard Terms of Supply have been effected.

Warranties and Representations. 19.1 The Contractor warrants and represents that: 33.1.1. 19.1.1 it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Framework Agreement Contract and that the Framework Agreement Contract is executed by a duly authorised representative of the Contractor; 33.1.2. 19.1.2 in entering the Framework Agreement Contract it has not committed any offence under the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2015fraud; 33.1.3. it has not committed any breach of the Employment Relations 1999 Act (Blacklists) Regulations 2010 or section 137 of the Trade Union and Labour Relations (Consolidation) ▇▇▇ ▇▇▇▇, or committed any breach of the Data Protection Laws by unlawfully processing personal data in connection with any blacklisting activities; 33.1.4. 19.1.3 as at the Commencement Effective Date, all information contained in the ESPD and Tender Contractor’s Solution remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority DFE prior to execution of the Framework AgreementContract; 33.1.5. 19.1.4 no claim is being asserted and no litigation, alternative dispute resolution procedure arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might might, and it is not subject to any contractual obligation, compliance with which is likely to, have a material adverse effect on its ability to perform its obligations under the Framework AgreementContract; 33.1.6. 19.1.5 it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; 19.1.6 the Service Specific IP Materials will be its original work and will not have been copied wholly or substantially from another party’s work or materials provided that this clause 19.1.6 shall not apply to any IP Materials used by the Contractor under permission or licence from any other person or entity (including, without limitation, any Sub-Contractor); and 19.1.7 the use by the DFE of any Intellectual Property Rights assigned or licensed to it by the Contractor under the Contract will not infringe or conflict with the rights of any third party; 19.1.8 in the 3 years (or actual period of existence if the Contractor has been in existence for less time) prior to the Effective Date: (i) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (iii) it has not subject done or omitted to any contractual obligation, compliance with do anything which is likely to could have a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract; 19.1.9 it has and will continue to hold all necessary regulatory approvals from the Regulatory Bodies necessary to perform its obligations under the Framework Agreement; 33.1.7. no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenueContract; and 33.1.8. as at 19.1.10 it has notified the Commencement Date, all insurances DFE in writing of any Occasions of Tax Non-Compliance or any litigation in which it is involved that must be effected under the Standard Terms is in connection with any Occasion of Supply have been effectedTax Non-Compliance.

Warranties and Representations. 33.1. The Contractor warrants and represents that: 33.1.1. it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Framework Agreement and that the Framework Agreement is executed by a duly authorised representative of the Contractor; 33.1.2. in entering the Framework Agreement it has not committed any offence under the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ Bribery Act 2010 or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2015; 33.1.3. it has not committed any breach of the Employment Relations 1999 Act (Blacklists) Regulations 2010 or section 137 of the Trade Union and Labour Relations (Consolidation) ▇▇▇ ▇▇▇▇Act 1992, or committed any breach of the Data Protection Laws by unlawfully processing personal data in connection with any blacklisting activities; 33.1.4. as at the Commencement Date, all information contained in the ESPD SPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Framework Agreement; 33.1.5. no claim is being asserted and no litigation, alternative dispute resolution procedure or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Framework Agreement; 33.1.6. it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Framework Agreement; 33.1.7. no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; and 33.1.8. as at the Commencement Date, all insurances that must be effected under the Standard Terms of Supply have been effected.

Warranties and Representations. 33.1. The Contractor warrants and represents that: 33.1.1. it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Framework Agreement and that the Framework Agreement is executed by a duly authorised representative of the Contractor; 33.1.2. in entering the Framework Agreement it has not committed any offence under the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2015; 33.1.3. it has not committed any breach of the Employment Relations 1999 Act (Blacklists) Regulations 2010 or section 137 of the Trade Union and Labour Relations (Consolidation) ▇▇▇ ▇▇▇▇, or committed any breach of the Data Protection Laws by unlawfully processing personal data in connection with any blacklisting activities; 33.1.4. as at the Commencement Date, all information contained in the ESPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Framework Agreement; 33.1.5. no claim is being asserted and no litigation, alternative dispute resolution procedure or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Framework Agreement; 33.1.6. it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Framework Agreement; 33.1.7. no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; and 33.1.8. as at the Commencement Date, all insurances that must be effected under the Standard Terms of Supply have been effected.

Warranties and Representations. 33.1 The Contractor warrants and represents that: 33.1.1. 33.1.1 it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Framework Agreement Contract and that the Framework Agreement Contract is executed by a duly authorised representative of the Contractor; 33.1.2. 33.1.2 in entering the Framework Agreement Contract it has not committed any offence under the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2015Fraud; 33.1.3. it has not committed any breach of the Employment Relations 1999 Act (Blacklists) Regulations 2010 or section 137 of the Trade Union and Labour Relations (Consolidation) ▇▇▇ ▇▇▇▇, or committed any breach of the Data Protection Laws by unlawfully processing personal data in connection with any blacklisting activities; 33.1.4. 33.1.3 as at the Commencement Date, all information contained in the ESPD and Tender tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Framework AgreementContract; 33.1.5. 33.1.4 no claim is being asserted and no litigation, alternative dispute resolution procedure arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Framework AgreementContract; 33.1.6. 33.1.5 it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Framework AgreementContract; 33.1.7. 33.1.6 no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; 33.1.7 it owns, has obtained or is able to obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; 33.1.8 in the three 3 years prior to the date of the Contract: 33.1.8.1 it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; 33.1.8.2 it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and 33.1.8. 33.1.9 it has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as at the Commencement Date, all insurances that must be effected an ongoing business concern or its ability to fulfil its obligations under the Standard Terms of Supply have been effectedContract.

Warranties and Representations. The Contractor warrants and represents that: 33.1.1. it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Framework Agreement and that the Framework Agreement is executed by a duly authorised representative of the Contractor; 33.1.2. in entering the Framework Agreement it has not committed any offence under the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ Bribery Act 2010 or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2015; 33.1.3. it has not committed any breach of the Employment Relations 1999 Act (Blacklists) Regulations 2010 or section 137 of the Trade Union and Labour Relations (Consolidation) ▇▇▇ ▇▇▇▇Act 1992, or committed any breach of the Data Protection Laws by unlawfully processing personal data in connection with any blacklisting activities; 33.1.4. as at the Commencement Date, all information contained in the ESPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Framework Agreement; 33.1.5. no claim is being asserted and no litigation, alternative dispute resolution procedure or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Framework Agreement; 33.1.6. it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Framework Agreement; 33.1.7. no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; and 33.1.8. as at the Commencement Date, all insurances that must be effected under the Standard Terms of Supply have been effected.

Warranties and Representations. 33.1. The Contractor warrants and represents that: 33.1.1. it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Framework Agreement and that the Framework Agreement is executed by a duly authorised representative of the Contractor; 33.1.2. in entering the Framework Agreement Agreement, it has not committed any offence under the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2015; 33.1.3. it has not committed any breach of the Employment Relations 1999 Act (Blacklists) Regulations 2010 or section 137 of the Trade Union and Labour Relations (Consolidation) ▇▇▇ ▇▇▇▇, or committed any breach of the Data Protection Laws by unlawfully processing personal data in connection with any blacklisting activities; 33.1.4. as at the Commencement Date, all information contained in the ESPD SPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Framework Agreement; 33.1.5. no claim is being asserted and no litigation, alternative dispute resolution procedure or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Framework Agreement; 33.1.6. it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Framework Agreement; 33.1.7. no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; and 33.1.8. as at the Commencement Date, all insurances that must be effected under the Standard Terms of Supply have been effected.

Warranties and Representations. The Contractor Service Provider warrants and represents that: 33.1.147.1. it has full capacity and authority Purchaser and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Framework Agreement Contract and that the Framework Agreement Contract is executed by a duly authorised representative of the Contractorindividual; 33.1.247.2. in entering the Framework Agreement Contract it has not committed any offence under the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 20152012; 33.1.347.3. it has not committed any breach of the Employment Relations 1999 Act (Blacklists) Regulations 2010 or section 137 of the Trade Union and Labour Relations (Consolidation) ▇▇▇ ▇▇▇▇, or committed any breach of the Data Protection Laws by unlawfully processing personal data in connection with any blacklisting activities; 33.1.447.4. as at the Commencement Date, all information contained in the ESPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority Purchaser prior to execution of the Framework AgreementContract; 33.1.547.5. no claim is being asserted and no litigation, alternative dispute resolution procedure or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Framework AgreementContract; 33.1.647.6. it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Framework AgreementContract; 33.1.747.7. no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor Service Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the ContractorService Provider’s assets or revenue; 47.8. it owns, has obtained or is able to obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; and 33.1.847.9. as at in the 3 years prior to the Commencement Date, : 47.9.1. it has conducted all insurances financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that must be effected under apply to it in any country where it files accounts; 47.9.2. it has been in full compliance with all applicable securities and tax laws and regulations in the Standard Terms of Supply have been effected.jurisdiction in which it is established;

Warranties and Representations. The Contractor Supplier warrants and represents that: 33.1.157.1. it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Framework Agreement Contract and that the Framework Agreement Contract is executed by a duly authorised representative of the Contractorindividual; 33.1.257.2. in entering the Framework Agreement Contract it has not committed any offence under the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ Bribery Act 2010 or of fraud or of uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2015; 33.1.357.3. it has not committed any breach of the Employment Relations 1999 Act (Blacklists) Regulations 2010 or section 137 of the Trade Union and Labour Relations (Consolidation) ▇▇▇ ▇▇▇▇Act 1992, or committed any breach of the Data Protection Laws by unlawfully processing personal data in connection with any blacklisting activities; 33.1.457.4. as at the Commencement Date, all information contained in the ESPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority Purchaser prior to execution of the Framework AgreementContract; 33.1.557.5. no claim is being asserted and no litigation, alternative dispute resolution procedure or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Framework AgreementContract; 33.1.657.6. it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Framework AgreementContract; 33.1.757.7. no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the ContractorSupplier’s assets or revenue; 57.8. it owns, has obtained or is able to obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; and 33.1.857.9. as at in the 3 years prior to the Commencement Date, : 57.9.1. it has conducted all insurances financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that must be effected under apply to it in any country where it files accounts; 57.9.2. it has been in full compliance with all applicable securities and tax laws and regulations in the Standard Terms of Supply have been effected.jurisdiction in which it is established;

Warranties and Representations. The Contractor Supplier warrants and represents that: 33.1.157.1. it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Framework Agreement Contract and that the Framework Agreement Contract is executed by a duly authorised representative of the Contractorindividual; 33.1.257.2. in entering the Framework Agreement Contract it has not committed any offence under the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ or of fraud or of uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2015; 33.1.357.3. it has not committed any breach of the Employment Relations 1999 Act (Blacklists) Regulations 2010 or section 137 of the Trade Union and Labour Relations (Consolidation) ▇▇▇ ▇▇▇▇, or committed any breach of the Data Protection Laws by unlawfully processing personal data in connection with any blacklisting activities; 33.1.457.4. as at the Commencement Date, all information contained in the ESPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority Purchaser prior to execution of the Framework AgreementContract; 33.1.557.5. no claim is being asserted and no litigation, alternative dispute resolution procedure or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Framework AgreementContract; 33.1.657.6. it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Framework AgreementContract; 33.1.757.7. no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the ContractorSupplier’s assets or revenue; 57.8. it owns, has obtained or is able to obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; and 33.1.857.9. as at in the 3 years prior to the Commencement Date, : 57.9.1. it has conducted all insurances financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that must be effected under apply to it in any country where it files accounts; 57.9.2. it has been in full compliance with all applicable securities and tax laws and regulations in the Standard Terms of Supply have been effected.jurisdiction in which it is established;

Warranties and Representations. 1. The Contractor Provider warrants and represents that: 33.1.1. : it has full capacity and authority to enter into this Contract and all necessary consents (including where Consents have been obtained and are in full force and effect; its procedures so requireexecution of this Contract does not and will not contravene or conflict with its constitution, the consent any Law, or any agreement to which it is a party or which is binding on it or any of its parent company) to enter into and perform its obligations under the Framework Agreement and that the Framework Agreement is executed by a duly authorised representative of the Contractor; 33.1.2. assets; in entering the Framework Agreement this Contract it has not committed any offence under Fraud; all reasonably material information supplied by it to the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ or Trust leading to the execution of fraud or uttering at common law or any other kind referred this Contract is, to in the Public Contracts (Scotland) Regulations 2015; 33.1.3. it has not committed any breach of the Employment Relations 1999 Act (Blacklists) Regulations 2010 or section 137 of the Trade Union its reasonable knowledge and Labour Relations (Consolidation) ▇▇▇ ▇▇▇▇belief, or committed any breach of the Data Protection Laws by unlawfully processing personal data in connection with any blacklisting activities; 33.1.4. as at the Commencement Date, all information contained in the ESPD true and Tender remains true, accurate and it is not misleading, save as may aware of any material facts or circumstances which have not been specifically disclosed in writing to the Authority prior Trust which would, if disclosed, be likely to execution have an adverse effect on a reasonable a reasonable NHS Trust’s decision whether or not to contract with the Provider substantially on the terms of the Framework Agreement; 33.1.5. no claim is being asserted and no litigation, alternative dispute resolution procedure or administrative proceeding is presently in progress or, this Contract; to the best of its knowledge and beliefknowledge, pending nothing will have, or threatened against it or any of its assets which will or might have is likely to have, a material adverse effect on its ability to perform its obligations under this Contract; it has the Framework Agreement; 33.1.6. right to permit disclosure and use of Confidential Information for the purpose of this Contract; in the 3 years prior to the Service Commencement Date: it has conducted all financial accounting and reporting activities in compliance in all material aspects with the generally accepted accounting principles that apply to it in any county where it files accounts; it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and it has not subject done or omitted to any contractual obligation, compliance with do anything which is likely to would or could have a material adverse effect on its assets, financial condition or position as an on-going business concern or its ability to perform fulfil its obligations under the Framework Agreement; 33.1.7. this Contract; and no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, knowledge are threatened) for the winding up of the Contractor Provider or for its dissolution or of for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the ContractorProvider’s assets or revenue; and 33.1.8. as at the Commencement Date, all insurances that must be effected under the Standard Terms of Supply have been effected.

Warranties and Representations. 35.1 The Contractor warrants and represents that:that:- 33.1.1. it 35.1.1 It has full capacity and authority and all necessary consents (including including, where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Framework Agreement Contract and that the Framework Agreement Contract is executed by a duly authorised representative of the Contractor; 33.1.2. in 35.1.2 In entering the Framework Agreement Contract it has not committed any offence under the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2015Fraud; 33.1.3. it has not committed any breach of the Employment Relations 1999 Act (Blacklists) Regulations 2010 or section 137 of the Trade Union and Labour Relations (Consolidation) ▇▇▇ ▇▇▇▇, or committed any breach of the Data Protection Laws by unlawfully processing personal data in connection with any blacklisting activities; 33.1.4. 35.1.3 as at the Commencement Date, all information contained in the ESPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Framework AgreementContract; 33.1.5. 35.1.4 no claim is being asserted and no litigation, alternative dispute resolution procedure arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Framework AgreementContract; 33.1.6. it 35.1.5 It is not subject to any contractual obligationobligations, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Framework AgreementContract; 33.1.7. 35.1.6 no proceedings proceeding or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; 35.1.7 It owns, or has obtained or is able to obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; 35.1.8 in the three (3) years prior to the date of the Contract: 35.1.8.1 it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; 35.1.8.2 It has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and 33.1.8. 35.1.9 It has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as at the Commencement Date, all insurances that must be effected an ongoing business concern or its ability to fulfil its obligations under the Standard Terms of Supply have been effectedContract.

Warranties and Representations. The Contractor warrants and represents that: 33.1.1. it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Framework Agreement and that the Framework Agreement is executed by a duly authorised representative of the Contractor; 33.1.2. in entering the Framework Agreement it has not committed any offence under the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2015; 33.1.3. it has not committed any breach of the Employment Relations 1999 Act (Blacklists) Regulations 2010 or section 137 of the Trade Union and Labour Relations (Consolidation) ▇▇▇ ▇▇▇▇, or committed any breach of the Data Protection Laws by unlawfully processing personal data in connection with any blacklisting activities; 33.1.4. as at the Commencement Date, all information contained in the ESPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Framework Agreement; 33.1.5. no claim is being asserted and no litigation, alternative dispute resolution procedure or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Framework Agreement; 33.1.6. it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Framework Agreement; 33.1.7. no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets asset s or revenue; and 33.1.8. as at the Commencement Date, all insurances that must be effected under the Standard Terms of Supply have been effected.

Warranties and Representations. The Contractor warrants and represents that: 33.1.1. : it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Framework Agreement and that the Framework Agreement is executed by a duly authorised representative of the Contractor; 33.1.2. ; in entering the Framework Agreement it has not committed any offence under the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2015; 33.1.3. ; it has not committed any breach of the Employment Relations 1999 Act (Blacklists) Regulations 2010 or section 137 of the Trade Union and Labour Relations (Consolidation) ▇▇▇ ▇▇▇▇, or committed any breach of the Data Protection Laws by unlawfully processing personal data in connection with any blacklisting activities; 33.1.4. ; as at the Commencement Date, all information contained in the ESPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Framework Agreement; 33.1.5. ; no claim is being asserted and no litigation, alternative dispute resolution procedure or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Framework Agreement; 33.1.6. ; it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Framework Agreement; 33.1.7. ; no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; and 33.1.8. and as at the Commencement Date, all insurances that must be effected under the Standard Terms of Supply have been effected.

Warranties and Representations. 33.1 The Contractor warrants and represents that: 33.1.1. 33.1.1 it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Framework Agreement and that the Framework Agreement is executed by a duly authorised representative of the Contractor; 33.1.2. 33.1.2 in entering the Framework Agreement it has not committed any offence under the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ Bribery Act 2010 or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2015; 33.1.3. 33.1.3 it has not committed any breach of the Employment Relations 1999 Act (Blacklists) Regulations 2010 or section 137 of the Trade Union and Labour Relations (Consolidation) ▇▇▇ ▇▇▇▇Act 1992, or committed any breach of the Data Protection Laws by unlawfully processing personal data in connection with any blacklisting activities; 33.1.4. 33.1.4 as at the Commencement Date, all information contained in the ESPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Framework Agreement; 33.1.5. 33.1.5 no claim is being asserted and no litigation, alternative dispute resolution procedure or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Framework Agreement; 33.1.6. 33.1.6 it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Framework Agreement; 33.1.7. 33.1.7 no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; and 33.1.8. 33.1.8 as at the Commencement Date, all insurances that must be effected under the Standard Terms of Supply have been effected.

Warranties and Representations. 7.1 The Contractor warrants and represents to the Authority and to other Customers that: 33.1.1. 7.1.1 it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Framework Agreement and that any Call-Off Contract; 7.1.2 the Framework Agreement is executed by a duly authorised representative of the Contractor; 33.1.2. in entering the Framework Agreement 7.1.3 it has not committed and will not commit any offence under Prohibited Act by entering into the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ or of fraud or uttering at common law Framework Agreement or any other kind referred to in the Public Contracts (Scotland) Regulations 2015Call-Off Contract; 33.1.3. it has not committed any breach of the Employment Relations 1999 Act (Blacklists) Regulations 2010 or section 137 of the Trade Union 7.1.4 all information, statements and Labour Relations (Consolidation) ▇▇▇ ▇▇▇▇, or committed any breach of the Data Protection Laws by unlawfully processing personal data in connection with any blacklisting activities; 33.1.4. as at the Commencement Date, all information representations contained in its tender for the ESPD Services are true and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing ; 7.1.5 no claim is being asserted and no litigation or similar action is being taken against it that might affect its ability to the Authority prior to execution of provide its obligations under the Framework AgreementAgreement or any Call-Off Contract; 33.1.5. 7.1.6 no claim is being asserted and no litigation, alternative dispute resolution procedure arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which that will or might have a material adverse effect on affect its ability to perform its obligations under the Framework AgreementAgreement and any Call- Off Contract which may be entered into with the Authority or any other Customer; 33.1.6. it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Framework Agreement; 33.1.7. 7.1.7 no proceedings or other steps have been taken and not discharged (noror, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; 7.1.8 it is not subject to any contractual obligation that is likely to have a detrimental effect on its ability to perform its obligations under the Framework Agreement or any Call-Off Contract; and 33.1.8. as at 7.1.9 from the Commencement Datecommencement date of any Call-Off Contract it shall have all necessary licences, authorisations, consents or permits and shall be fully compliant with all insurances that must be effected under applicable law in supplying the Standard Terms of Supply have been effectedServices.

Warranties and Representations. 33.1. The Contractor warrants and represents that: 33.1.1. it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Framework Agreement and that the Framework Agreement is executed by a duly authorised representative of the Contractor; 33.1.2. in entering the Framework Agreement it has not committed any offence under the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2015; 33.1.3. it has not committed any breach of the Employment Relations 1999 Act (Blacklists) Regulations 2010 or section 137 of the Trade Union and Labour Relations (Consolidation) ▇▇▇ ▇▇▇▇, or committed any breach of the Data Protection Laws by unlawfully processing personal data in connection with any blacklisting activities; 33.1.4. as at the Commencement Date, all information contained in the ESPD and Tender remains Tenderremains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Framework Agreement; 33.1.5. no claim is being asserted and no litigation, alternative dispute resolution procedure or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Framework Agreement; 33.1.6. it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Framework Agreement; 33.1.7. no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; andrevenue;and 33.1.8. as at the Commencement Date, all insurances that must be effected under the Standard Terms of Supply have been effected.

Warranties and Representations. 3.1. The Contractor warrants and represents that: 33.1.13.1.1. it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Framework Agreement Contract and that the Framework Agreement Contract is executed by a duly authorised representative of the Contractor; 33.1.23.1.2. in entering the Framework Agreement Contract it has not committed any offence under the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2015fraud; 33.1.3. it has not committed any breach of the Employment Relations 1999 Act (Blacklists) Regulations 2010 or section 137 of the Trade Union and Labour Relations (Consolidation) ▇▇▇ ▇▇▇▇, or committed any breach of the Data Protection Laws by unlawfully processing personal data in connection with any blacklisting activities; 33.1.43.1.3. as at the Commencement Date, all information contained in the ESPD and Tender tender submitted during the tender process remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Framework AgreementContract; 33.1.53.1.4. no claim is being asserted and no litigation, alternative dispute resolution procedure arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Framework AgreementContract; 33.1.63.1.5. it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Framework AgreementContract; 33.1.73.1.6. no proceedings or other steps have been taken take and not discharged (nor, to the best of its knowledge, knowledge are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; 3.1.7. it owns, has obtained or is able to obtain, valid licences for all intellectual property rights that are necessary for the performance of the Contract; 3.1.8. in the three years prior to the Commencement Date it has conducted all financial accounting and reporting activities in compliance in all material respects with generally accepted accounting principles that apply to it in any country where it files accounts; 3.1.9. it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and 33.1.83.1.10. it has not done or omitted to do anything which could have a material adverse affect on its assets, financial condition or position as at the Commencement Date, all insurances that must be effected an ongoing business concern or its ability to fulfil its obligations under the Standard Terms of Supply have been effectedContract.

Warranties and Representations. ‌ The Contractor Supplier warrants and represents that: 33.1.1. 24.1.1 it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Framework Agreement and that the Framework Agreement is executed by a duly authorised representative of the ContractorSupplier; 33.1.2. 24.1.2 in entering the Framework Agreement it has not committed any offence under the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ Bribery Act 2010 or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2015; 33.1.3. 24.1.3 it has not committed any breach of the Employment Relations 1999 Act (Blacklists) Regulations 2010 or section 137 of the Trade Union and Labour Relations (Consolidation) ▇▇▇ ▇▇▇▇Act 1992, or committed any breach of the Data Protection Laws by unlawfully processing personal data in connection with any blacklisting activities; 33.1.4. 24.1.4 as at the Commencement Date, all information contained in the ESPD SPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority Purchaser prior to execution of the Framework Agreement; 33.1.5. 24.1.5 no claim is being asserted and no litigation, alternative dispute resolution procedure or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Framework Agreement; 33.1.6. 24.1.6 it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Framework Agreement; 33.1.7. 24.1.7 no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the ContractorSupplier’s assets or revenue; and 33.1.8. 24.1.8 as at the Commencement Date, all insurances that must be effected under the Standard North Ayrshire Council Terms and Conditions for the Purchase of Supply Goods, the Purchase of Services, The Purchase of Goods and related services or Consultancy Services have been effected.

Warranties and Representations. 19.1 The Contractor warrants and represents that: 33.1.1. 19.1.1 it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Framework Agreement Contract and that the Framework Agreement Contract is executed by a duly authorised representative of the Contractor; 33.1.2. 19.1.2 in entering the Framework Agreement Contract it has not committed any offence under the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2015fraud; 33.1.3. it has not committed any breach of the Employment Relations 1999 Act (Blacklists) Regulations 2010 or section 137 of the Trade Union and Labour Relations (Consolidation) ▇▇▇ ▇▇▇▇, or committed any breach of the Data Protection Laws by unlawfully processing personal data in connection with any blacklisting activities; 33.1.4. 19.1.3 as at the Commencement Effective Date, all information contained in the ESPD and Tender Contractor’s Solution remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority DFE prior to execution of the Framework AgreementContract; 33.1.5. 19.1.4 no claim is being asserted and no litigation, alternative dispute resolution procedure arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might might, and it is not subject to any contractual obligation, compliance with which is likely to, have a material adverse effect on its ability to perform its obligations under the Framework AgreementContract; 33.1.6. 19.1.5 it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; 19.1.6 the Service Specific IP Materials will be its original work and will not have been copied wholly or substantially from another party’s work or materials provided that this clause 19.1.6 shall not apply to any IP Materials used by the Contractor under permission or licence from any other person or entity (including, without limitation, any Sub-Contractor); and 19.1.7 the use by the DFE of any Intellectual Property Rights assigned or licensed to it by the Contractor under the Contract will not infringe or conflict with the rights of any third party; 19.1.8 in the 3 years (or actual period of existence if the Contractor has been in existence for less time) prior to the Effective Date: (i) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (iii) it has not subject done or omitted to any contractual obligation, compliance with do anything which is likely to could have a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract; 19.1.9 it has and will continue to hold all necessary regulatory approvals from the Regulatory Bodies necessary to perform its obligations under the Framework Agreement; 33.1.7. no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenueContract; and 33.1.8. as at 19.1.10 it has notified the Commencement Date, all insurances DFE in writing of any Occasions of Tax Non- Compliance or any litigation in which it is involved that must be effected under the Standard Terms is in connection with any Occasion of Supply have been effectedTax Non-Compliance.

Warranties and Representations. The Contractor warrants and represents that: 33.1.148.1. it It has full capacity and authority Purchaser and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Framework Agreement Contract and that the Framework Agreement Contract is executed by a duly authorised representative of the Contractorindividual; 33.1.248.2. in In entering the Framework Agreement Contract it has not committed any offence under the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ Bribery Act 2010 or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 20152012; 33.1.348.3. it It has not committed any breach of the Employment Relations 1999 Act (Blacklists) Regulations 2010 or section 137 of the Trade Union and Labour Relations (Consolidation) ▇▇▇ ▇▇▇▇Act 1992, or committed any breach of the Data Protection Laws by unlawfully processing personal data in connection with any blacklisting activities; 33.1.448.4. as As at the Commencement Date, all information contained in the ESPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority Purchaser prior to execution of the Framework AgreementContract; 33.1.548.5. no No claim is being asserted and no litigation, alternative dispute resolution procedure or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Framework AgreementContract; 33.1.648.6. it It is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Framework AgreementContract; 33.1.748.7. no No proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; and; 33.1.848.8. It owns, has obtained or is able to obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; 48.9. In the 3 years prior to the Commencement Date: 48.9.1. it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; 48.9.2. it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; 48.10. It has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract; ▇▇.▇▇. ▇▇ has made appropriate inquiries (for example as regards the Purchaser’s premises) so as to be satisfied in relation to all matters connected with the performance of its obligations under the Contract; 48.12. It is familiar with the Purchaser’s policies concerning Baseline Personnel Security Standard clearance and health and safety and fire as they apply at the Commencement Date, all insurances that must be effected ; 48.13. It has in place appropriate technical and organisational measures to safeguard any Purchaser Protected Information provided by the Purchaser; 48.14. There are no actual or potential conflicts between the interests of the Contractor and the duties owed to the Purchaser under the Standard Terms of Supply Contract, save as may have been effectedspecifically disclosed in writing to the Purchaser prior to execution of the Contract; and 48.15. It is deemed to have inspected any premises at which the services are to be performed as set out in the Specification (the ‘Premises’) before tendering so as to have understood the nature and extent of the Services to be carried out and is deemed to be satisfied in relation to all matters connected with the Services and the Premises.

Warranties and Representations. 33.1 The Contractor Service Provider warrants and represents that: 33.1.1. it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Framework Agreement and that the Framework Agreement is executed by a duly authorised representative of the ContractorService Provider; 33.1.2. in entering the Framework Agreement it has not committed any offence under the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ Bribery Act 2010 or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2015; 33.1.3. it has not committed any breach of the Employment Relations 1999 Act (Blacklists) Regulations 2010 or section 137 of the Trade Union and Labour Relations (Consolidation) ▇▇▇ ▇▇▇▇Act 1992, or committed any breach of the Data Protection Laws by unlawfully processing personal data in connection with any blacklisting activities; 33.1.4. as at the Commencement Date, all information contained in the ESPD SPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Framework Agreement; 33.1.5. no claim is being asserted and no litigation, alternative dispute resolution procedure or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Framework Agreement; 33.1.6. it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Framework Agreement; 33.1.7. no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor Service Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the ContractorService Provider’s assets or revenue; and 33.1.8. as at the Commencement Date, all insurances that must be effected under the Standard Terms of Supply have been effected.

Warranties and Representations. 6.1. The Contractor Supplier warrants and represents to CITB that: 33.1.16.1.1. it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and to perform its obligations under the this Framework Agreement and that the Agreement; 6.1.2. this Framework Agreement is executed by a duly authorised representative of the ContractorSupplier; 33.1.2. in entering the Framework Agreement it has not committed any offence under the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2015; 33.1.3. it has not committed any breach of the Employment Relations 1999 Act (Blacklists) Regulations 2010 or section 137 of the Trade Union and Labour Relations (Consolidation) ▇▇▇ ▇▇▇▇, or committed any breach of the Data Protection Laws by unlawfully processing personal data in connection with any blacklisting activities; 33.1.46.1.3. as at the Framework Commencement Date, all information information, statements and representations contained in the ESPD and Tender remains are true, accurate and not misleading, misleading save as may have been specifically disclosed in writing to the Authority CITB prior to the execution of the Framework Agreement and it will promptly advise CITB of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading; 6.1.4. it will remain throughout the duration of this Framework Agreement approved or accredited by all Relevant Awarding Bodies for the provision of the Services; 6.1.5. it has not entered into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of the Framework Agreement; 33.1.56.1.6. it has not caused or induced any person to enter any such agreement referred to in Clause 6.1.5 above; 6.1.7. it has not offered or agreed to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for services under the Framework Agreement; 6.1.8. it has not committed any offence under the Prevention of Corruption Acts 1889 to 1916 or the Bribery Act 2010; 6.1.9. no claim is being asserted and no litigation, alternative dispute resolution procedure arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on affect its ability to perform its obligations under the Framework AgreementAgreement and any Call-Off Contract which may be entered into with CITB; 33.1.66.1.10. it is not subject to any contractual obligation, compliance with which is likely to have a material adverse an effect on its ability to perform its obligations under the this Framework AgreementAgreement and any Call-Off Contract which may be entered into with CITB; 33.1.76.1.11. no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s Supplier's assets or revenue; and 33.1.86.1.12. in the three (3) years prior to the date of this Framework Agreement:- 6.1.12.1. it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; 6.1.12.2. it has not performed any act or omission with respect to its financial accounting or reporting which could have an adverse effect on the Supplier's position as at the Commencement Date, all insurances that must be effected an ongoing business concern or its ability to fulfil its obligations under the Standard Terms of Supply have been effectedthis Framework Agreement.

Warranties and Representations. 19.1 The Contractor warrants and represents that: 33.1.1. 19.1.1 it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Framework Agreement Contract and that the Framework Agreement Contract is executed by a duly authorised representative of the Contractor; 33.1.2. 19.1.2 in entering the Framework Agreement Contract it has not committed any offence under the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2015fraud; 33.1.3. it has not committed any breach of the Employment Relations 1999 Act (Blacklists) Regulations 2010 or section 137 of the Trade Union and Labour Relations (Consolidation) ▇▇▇ ▇▇▇▇, or committed any breach of the Data Protection Laws by unlawfully processing personal data in connection with any blacklisting activities; 33.1.4. 19.1.3 as at the Commencement Effective Date, all information contained in the ESPD and Tender Contractor’s Solution remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority DFE prior to execution of the Framework AgreementContract; 33.1.5. 19.1.4 no claim is being asserted and no litigation, alternative dispute resolution procedure arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might might, and it is not subject to any contractual obligation, compliance with which is likely to, have a material adverse effect on its ability to perform its obligations under the Framework AgreementContract; 33.1.6. 19.1.5 it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; 19.1.6 the Service Specific IP Materials will be its original work and will not have been copied wholly or substantially from another party’s work or materials provided that this clause shall not apply to any IP Materials used by the Contractor under permission or licence from any other person or entity (including, without limitation, any Sub-Contractor); and 19.1.7 the use by the DFE of any Intellectual Property Rights assigned or licensed to it by the Contractor under the Contract will not infringe or conflict with the rights of any third party; 19.1.8 in the three (3) years (or actual period of existence if the Contractor has been in existence for less time) prior to the Effective Date: (i) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (iii) it has not subject done or omitted to any contractual obligation, compliance with do anything which is likely to could have a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract; 19.1.9 it has and will continue to hold all necessary regulatory approvals from the Regulatory Bodies necessary to perform its obligations under the Framework Agreement; 33.1.7. no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenueContract; and 33.1.8. as at 19.1.10 it has notified the Commencement Date, all insurances DFE in writing of any Occasion of Tax Non- Compliance and any litigation in which it is involved that must be effected under the Standard Terms is in connection with any Occasion of Supply have been effectedTax Non-Compliance.

Warranties and Representations. 19.1 The Contractor warrants and represents that: 33.1.1. 19.1.1 it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Framework Agreement Contract and that the Framework Agreement Contract is executed by a duly authorised representative of the Contractor; 33.1.2. 19.1.2 in entering the Framework Agreement Contract it has not committed any offence under the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2015fraud; 33.1.3. it has not committed any breach of the Employment Relations 1999 Act (Blacklists) Regulations 2010 or section 137 of the Trade Union and Labour Relations (Consolidation) ▇▇▇ ▇▇▇▇, or committed any breach of the Data Protection Laws by unlawfully processing personal data in connection with any blacklisting activities; 33.1.4. 19.1.3 as at the Commencement Effective Date, all information contained in the ESPD and Tender Contractor’s Solution remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority DFE prior to execution of the Framework AgreementContract; 33.1.5. 19.1.4 no claim is being asserted and no litigation, alternative dispute resolution procedure arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might might, and it is not subject to any contractual obligation, compliance with which is likely to, have a material adverse effect on its ability to perform its obligations under the Framework AgreementContract; 33.1.6. 19.1.5 it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; 19.1.6 the Service Specific IP Materials will be its original work and will not have been copied wholly or substantially from another party’s work or materials provided that this clause 19.1.6 shall not apply to any IP Materials used by the Contractor under permission or licence from any other person or entity (including, without limitation, any Sub-Contractor); and 19.1.7 the use by the DFE of any Intellectual Property Rights assigned or licensed to it by the Contractor under the Contract will not infringe or conflict with the rights of any third party; 19.1.8 in the 3 years (or actual period of existence if the Contractor has been in existence for less time) prior to the Effective Date: (i) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (iii) it has not subject done or omitted to any contractual obligation, compliance with do anything which is likely to could have a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract; 19.1.9 it has and will continue to hold all necessary regulatory approvals from the Regulatory Bodies necessary to perform its obligations under the Framework Agreement; 33.1.7. no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenueContract; and 33.1.8. as at 19.1.10 it has notified the Commencement Date, all insurances DFE in writing of any Occasions of Tax Non-Compliance and any litigation in which it is involved that must be effected under the Standard Terms is in connection with any Occasion of Supply have been effectedTax Non- Compliance.

Warranties and Representations. 4.1. The Contractor warrants and represents that: 33.1.14.1.1. it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Framework Agreement Contract and that the Framework Agreement Contract is executed by a duly authorised representative of the Contractor; 33.1.24.1.2. in entering the Framework Agreement Contract it has not committed any offence under the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2015fraud; 33.1.3. it has not committed any breach of the Employment Relations 1999 Act (Blacklists) Regulations 2010 or section 137 of the Trade Union and Labour Relations (Consolidation) ▇▇▇ ▇▇▇▇, or committed any breach of the Data Protection Laws by unlawfully processing personal data in connection with any blacklisting activities; 33.1.44.1.3. as at the Commencement Date, all information contained in the ESPD and Tender tender submitted during the tender process remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Framework AgreementContract; 33.1.54.1.4. no claim is being asserted and no litigation, alternative dispute resolution procedure arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Framework AgreementContract; 33.1.64.1.5. it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Framework AgreementContract; 33.1.74.1.6. no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, knowledge are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; 4.1.7. it owns, has obtained or is able to obtain, valid licences for all intellectual property rights that are necessary for the performance of the Contract; 4.1.8. prior to the Commencement Date it has conducted all financial accounting and reporting activities in compliance in all material respects with generally accepted accounting principles that apply to it in any country where it files accounts; 4.1.9. it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and 33.1.84.1.10. it has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as at the Commencement Date, all insurances that must be effected an ongoing business concern or its ability to fulfil its obligations under the Standard Terms of Supply have been effectedContract.

Warranties and Representations. ‌ 57.1 The Contractor Service Provider warrants and represents that: 33.1.1. 57.1.1 it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Framework Agreement this Contract and that the Framework Agreement this Contract is executed by a duly authorised representative of the Contractorindividual; 33.1.2. 57.1.2 in entering the Framework Agreement this Contract it has not committed any offence under the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ Bribery Act 2010 or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2015; 33.1.3. 57.1.3 it has not committed any breach of the Employment Relations 1999 Act (Blacklists) Regulations 2010 or section 137 of the Trade Union and Labour Relations (Consolidation) ▇▇▇ ▇▇▇▇Act 1992, or committed any breach of the Data Protection Laws by unlawfully processing personal data Processing Personal Data in connection with any blacklisting activities; 33.1.4. 57.1.4 as at the Commencement Date, all information contained in the ESPD SPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority Purchaser prior to execution of the Framework Agreementthis Contract; 33.1.5. 57.1.5 no claim is being asserted and no litigation, alternative dispute resolution procedure or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Framework Agreementthis Contract; 33.1.6. 57.1.6 it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Framework Agreementthis Contract; 33.1.7. 57.1.7 no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor Service Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the ContractorService Provider’s assets or revenue; and; 33.1.8. 57.1.8 it owns, has obtained or is able to obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under this Contract; 57.1.9 in the three (3) years prior to the Commencement Date: (a) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (b) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; 57.1.10 it has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under this Contract; 57.1.11 it has made appropriate inquiries (for example as regards the Purchaser’s premises) so as to be satisfied in relation to all matters connected with the performance of its obligations under this Contract; 57.1.12 it is familiar with the Purchaser’s policies concerning Baseline Personnel Security Standard clearance, Disclosure Scotland checks, and health and safety and fire as they apply at the Commencement Date; 57.1.13 it has in place appropriate technical and organisational measures to safeguard any Purchaser Protected Information, all insurances that must be effected Purchaser Confidential Information, and the Purchaser Data; 57.1.14 there are no actual or potential conflicts between the interests of the Service Provider and the duties owed to the Purchaser under the Standard Terms of Supply this Contract, save as may have been effectedspecifically disclosed in writing to the Purchaser prior to execution of this Contract; and 57.1.15 it is deemed to have inspected any premises at which the Services are to be performed as set out in the Specification (the ‘Premises’) before tendering so as to have understood the nature and extent of the Services to be carried out and is deemed to be satisfied in relation to all matters connected with the Services and the Premises.

Warranties and Representations. The Contractor warrants and represents that: 33.1.1. 33.1.1 it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Framework Agreement and that the Framework Agreement is executed by a duly authorised representative of the Contractor; 33.1.2. 33.1.2 in entering the Framework Agreement it has not committed any offence under the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2015Bribery Act 2010; 33.1.3. 33.1.3 it has not committed any breach of the Employment Relations 1999 Act (Blacklists) Regulations 2010 or section 137 of the Trade Union and Labour Relations (Consolidation) ▇▇▇ ▇▇▇▇Act 1992, or committed any breach of the Data Protection Laws Act 1998 by unlawfully processing personal data in connection with any blacklisting activities; 33.1.4. 33.1.4 as at the Commencement Date, all information contained in the ESPD PQQ and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Framework Agreement; 33.1.5. 33.1.5 no claim is being asserted and no litigation, alternative dispute resolution procedure or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Framework Agreement; 33.1.6. 33.1.6 it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Framework Agreement; 33.1.7. 33.1.7 no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; and 33.1.8. 33.1.8 as at the Commencement Date, all insurances that must be effected under the Standard Terms of Supply have been effected.

Warranties and Representations. The Contractor Provider warrants and represents that: 33.1.1. it : It has full capacity and authority to enter into this Contract and all necessary consents (including where Consents have been obtained and are in full force and effect; its procedures so requireexecution of this Contract does not and will not contravene or conflict with its constitution, the consent any Law, or any agreement to which it is a party or which is binding on it or any of its parent company) to enter into and perform its obligations under the Framework Agreement and that the Framework Agreement is executed by a duly authorised representative of the Contractor; 33.1.2. assets; in entering the Framework Agreement this Contract it has not committed any offence under the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2015; 33.1.3. Fraud; all reasonably material information supplied by it has not committed any breach of the Employment Relations 1999 Act (Blacklists) Regulations 2010 or section 137 of the Trade Union and Labour Relations (Consolidation) ▇▇▇ ▇▇▇▇, or committed any breach of the Data Protection Laws by unlawfully processing personal data in connection with any blacklisting activities; 33.1.4. as at the Commencement Date, all information contained in the ESPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior during the award procedure leading to the execution of this Contract is, to its reasonable knowledge and belief, true and accurate and it is not aware of any material facts or circumstances which have not been disclosed to the Framework Agreement; 33.1.5. no claim is being asserted and no litigationAuthority which would, alternative dispute resolution procedure if disclosed, be likely to have an adverse effect on a reasonable public sector entity’s decision whether or administrative proceeding is presently in progress or, not to contract with the Provider substantially on the terms of this Contract; to the best of its knowledge and beliefknowledge, pending nothing will have, or threatened against it or any of its assets which will or might have is likely to have, a material adverse effect on its ability to perform its obligations under this Contract; it has the Framework Agreement; 33.1.6. right to permit disclosure and use of Confidential Information for the purpose of this Contract; in the 3 years prior to the Commencement Date: It has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; It has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and It has not subject done or omitted to any contractual obligation, compliance with do anything which is likely to could have a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to perform fulfil its obligations under the Framework Agreement; 33.1.7. no this Contract; and No proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, knowledge are threatened) for the winding up of the Contractor Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the ContractorProvider’s assets or revenue. The Authority warrants and represents that: it has full power and authority to enter into this Contract and all necessary approvals and consents have been obtained and are in full force and effect; and 33.1.8its execution of this Contract does not and will not contravene or conflict with its constitution, any Law, or any agreement to which it is a party or which is binding on it; it has the right to permit disclosure and use of Confidential Information for the purpose of this Contract; and to the best of its knowledge, nothing will have, or is likely to have, a material adverse effect on its ability to perform its obligations under this Contract. as at The warranties set out in this clause B21. are given on the Commencement Date, all insurances that must be effected under Date and repeated on every day during the Standard Terms term of Supply have been effectedthis Contract.

Warranties and Representations. 14.1 The Contractor Service Provider warrants and represents that: 33.1.1. 14.1.1 it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Framework Agreement Contract and that the Framework Agreement Contract is executed by a duly authorised representative of the ContractorService Provider; 33.1.2. 14.1.2 in entering the Framework Agreement Contract it has not committed any offence under the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2015Fraud; 33.1.3. it has not committed any breach of the Employment Relations 1999 Act (Blacklists) Regulations 2010 or section 137 of the Trade Union and Labour Relations (Consolidation) ▇▇▇ ▇▇▇▇, or committed any breach of the Data Protection Laws by unlawfully processing personal data in connection with any blacklisting activities; 33.1.4. 14.1.3 as at the Commencement Date, all information contained in the ESPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority IWM prior to execution of the Framework AgreementContract; 33.1.5. 14.1.4 no claim is being asserted and no litigation, alternative dispute resolution procedure arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Framework AgreementContract; 33.1.6. 14.1.5 subject to conflicts of interest, it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Framework AgreementContract; 33.1.7. 14.1.6 no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor Service Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the ContractorService Provider’s assets or revenue; 14.1.7 it owns, has obtained or is able to obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; 14.1.8 in the three 3 years prior to the date of the Contract: 14.1.9 it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; 14.1.10 it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and 33.1.8. 14.1.11 it has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as at the Commencement Date, all insurances that must be effected an ongoing business concern or its ability to fulfil its obligations under the Standard Terms of Supply have been effectedContract.

Warranties and Representations. The Contractor Service Provider warrants and represents that: 33.1.149.1. it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Framework Agreement Contract and that the Framework Agreement Contract is executed by b y a duly authorised representative of the Contractorindividual; 33.1.249.2. in entering the Framework Agreement Contract it has not committed any offence under und er the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ Bribery Act 2010 or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2015; 33.1.349.3. it has not committed any breach of the Employment Relations 1999 Act (Blacklists) Regulations 2010 or or section 137 of the Trade Union and Labour Relations (Consolidation) ▇▇▇ ▇▇▇▇Act 1992, or committed any breach of the Data Protection Laws by unlawfully processing personal data in connection with any blacklisting activities; 33.1.449.4. as at the Commencement Date, all information contained in the ESPD SPD and Tender Tend er remains true, accurate and not misleading, save as may have been b een specifically disclosed in writing to the Authority Purchaser prior to execution of the Framework AgreementContract; 33.1.549.5. no claim is being asserted and no litigation, alternative dispute resolution procedure or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against agai nst it or o r any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Framework AgreementContract; 33.1.649.6. it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Framework AgreementContract; 33.1.749.7. no proceedings or other steps have been taken and not discharged (norno r, to the best of its knowledge, are threatened) for the winding up of the Contractor Service Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the ContractorService Provider’s assets or revenue; and; 33.1.849.8. it owns, has obtained or is able to obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; 49.9. in the 3 years prior to the Commencement Date: 49.9.1. it has conducted all f inancial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; 49.9.2. it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; 49.10. it has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract; 49.11. it has made appropriate inquiries (for example as regards the Purchaser’s premises) so as to be satisfied in relation to all matters connected with the performance of its obligations under the Contract; 49.12. it is familiar with the Purchaser’s policies concerning Baseline Personnel Security Standard clearance and health and safety and f ire as they apply at the Commencement Date, all insurances that must be effected ; 49.13. it has in place appropriate technical and organisational measures to safeguard any Purchaser Protected Information provided by the Purchaser; 49.14. there are no actual or potential conflicts between the interests of the Service Provider and the duties owed to the Purchaser under the Standard Terms of Supply Contract, save as may have been effectedspecifically disclosed in writing to the Purchaser prior to execution of the Contract; and 49.15. it is deemed to have inspected any premises at which the services are to be performed as set out in the Specification (the ‘Premises’) before tendering so as to have understood the nature and extent of the Services to be carried o ut and is deemed to be satisfied in relation to all matters connected with the Services and the Premises.

Warranties and Representations. 23.1 The Contractor warrants and represents that: 33.1.1. it 23.1.1 the Contractor has and shall maintain for the full Project Period full capacity and authority and all necessary licences, permits and consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the this Framework Agreement and that the Agreement; 23.1.2 this Framework Agreement is executed by a duly authorised representative of the Contractor. 23.1.3 there are no actions, suits or proceedings pending or threatened against or affecting the Contractor before any court or administrative body or tribunal that might affect the ability of the Contractor to meet and carry out its obligations under this Framework Agreement; 33.1.2. 23.1.4 the Project will be carried out in a professional manner by appropriately experienced, qualified and trained personnel with all due skill, care and diligence; 23.1.5 the Contractor will discharge its obligations hereunder with all due skill, care and diligence including, but not limited to, best industry practice and (without limiting the generality of the foregoing) in accordance with its own established internal procedures; 23.1.6 the Contractor will attribute (for any Phase for which it is awarded a Work Order) the monies paid by Lead Procurer hereunder to the Research; 23.1.7 the provision of the Project and Lead Procurer’s and Group of Procurers (or any member thereof) use thereof (including use of any resulting Results, Data, Material, Foreground Intellectual Property and Background Intellectual Property) shall not infringe or misappropriate any rights, title or interest, including Intellectual Property rights, of any third party and/or result in a breach of any Contractor obligations towards third parties, nor result in the Lead Procurer or the Group of Procurers (or any member thereof) being in breach of any applicable Law; 23.1.8 in entering the into and performing this Framework Agreement Agreement, it has not committed and will not commit any offence under the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ Fraud or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2015wilful misconduct; 33.1.3. 23.1.9 the Contractor has the power to own its assets and carry on its business as it is currently being conducted, it is financially sound, and it has not committed taken any breach of the Employment Relations 1999 Act (Blacklists) Regulations 2010 corporate action nor have any other procedures or section 137 of the Trade Union and Labour Relations (Consolidation) ▇▇▇ ▇▇▇▇, steps been taken or committed any breach of the Data Protection Laws by unlawfully processing personal data in connection with any blacklisting activities; 33.1.4. as at the Commencement Date, all information contained in the ESPD and Tender remains true, accurate and not misleading, save as may have legal proceedings been specifically disclosed in writing to the Authority prior to execution of the Framework Agreement; 33.1.5. no claim is being asserted and no litigation, alternative dispute resolution procedure or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending started or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Framework Agreement; 33.1.6. it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Framework Agreement; 33.1.7. no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) or for the appointment of a liquidator, receiver, administrator, administrative receiver, liquidator, manager, administrator compulsory manager or similar officer in relation to any of the Contractor’s it or of a significant part or all of its assets or revenueundertaking which has not been withdrawn, struck out or otherwise dismissed; and 33.1.8. as at 23.1.10 all information provided by the Contractor to the Lead Procurer up to the Commencement DateDate and during the term of the Framework Agreement, is and will be true, complete and accurate in all insurances that must be effected under material respects, and the Standard Terms Contractor will promptly inform the Lead Procurer in writing if any of Supply have been effectedthis information changes in any material respect.

Warranties and Representations. 59.1. The Contractor Service Provider warrants and represents that: 33.1.159.1.1. it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Framework Agreement this Contract and that the Framework Agreement this Contract is executed by a duly authorised representative of the Contractorindividual; 33.1.259.1.2. in entering the Framework Agreement this Contract it has not committed any offence under the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2015; 33.1.359.1.3. it has not committed any breach of the Employment Relations 1999 Act (Blacklists) Regulations 2010 or section 137 of the Trade Union and Labour Relations (Consolidation) ▇▇▇ ▇▇▇▇, or committed any breach of the Data Protection Laws DPA by unlawfully processing personal data Processing Personal Data in connection with any blacklisting activities; 33.1.459.1.4. as at the Commencement Date, all information contained in the ESPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Framework Agreementthis Contract; 33.1.559.1.5. no claim is being asserted and no litigation, alternative dispute resolution procedure or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Framework Agreementthis Contract; 33.1.659.1.6. it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Framework Agreementthis Contract; 33.1.759.1.7. no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor Service Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the ContractorService Provider’s assets or revenue; and; 33.1.859.1.8. as at it owns, has obtained or is able to obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under this Contract; 59.1.9. in the 3 years prior to the Commencement Date, : 59.1.9.1. it has conducted all insurances financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that must be effected under apply to it in any country where it files accounts; 59.1.9.2. it has been in full compliance with all applicable securities and tax laws and regulations in the Standard Terms of Supply have been effected.jurisdiction in which it is established;

Warranties and Representations. 30.1. The Contractor warrants and represents that: 33.1.130.1.1. it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent companyParent Company) to enter into and perform its obligations under the Framework Agreement and that Contract; 30.1.2. the Framework Agreement Contract is executed by a duly authorised representative of the Contractor; 33.1.230.1.3. in entering the Framework Agreement Contract it has not committed any offence under the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2015Fraud; 33.1.3. it has not committed any breach of the Employment Relations 1999 Act (Blacklists) Regulations 2010 or section 137 of the Trade Union and Labour Relations (Consolidation) ▇▇▇ ▇▇▇▇, or committed any breach of the Data Protection Laws by unlawfully processing personal data in connection with any blacklisting activities; 33.1.430.1.4. as at the Commencement Date, all information information, statements and representations contained in the ESPD Catalogue, Tender and Tender remains the PQQ Response for the Goods and Services are true, accurate and not misleading, misleading save as may have been specifically disclosed in writing to the Authority Customer prior to execution of the Framework AgreementOrder Form and it will advise the Customer of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading; 33.1.530.1.5. no claim is being asserted and no litigation, alternative dispute resolution procedure arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on affect its ability to perform its obligations under the Framework AgreementContract; 33.1.630.1.6. it is not subject to any contractual obligation, compliance with which is likely to have a material an adverse effect on its ability to perform its obligations under the Framework AgreementContract; 33.1.730.1.7. no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; 30.1.8. it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; 30.1.9. it has taken and shall continue to take all steps, in accordance with good industry practice, to prevent the introduction, creation or propagation of any disruptive element (including any virus, worm and/or trojan horse) onto the Ordered Goods and Services and into systems, data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by, the Customer; 30.1.10. the Ordered Goods and Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; 30.1.11. in the three (3) years prior to the date of the Contract: 30.1.11.1. it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; 30.1.11.2. it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and 33.1.830.1.12. it has not done or omitted to do anything which could have an adverse effect on its assets, financial condition or position as at the Commencement Date, all insurances that must be effected an ongoing business concern or its ability to fulfil its obligations under the Standard Terms of Supply have been effectedContract.

Warranties and Representations. 33.1 The Contractor Service Provider warrants and represents that: 33.1.1. 33.1.1 it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Framework Agreement and that the Framework Agreement is executed by a duly authorised representative of the ContractorService Provider; 33.1.2. 33.1.2 in entering the Framework Agreement it has not committed any offence under the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2015; 33.1.3. 33.1.3 it has not committed any breach of the Employment Relations 1999 Act (Blacklists) Regulations 2010 or section 137 of the Trade Union and Labour Relations (Consolidation) ▇▇▇ ▇▇▇▇, or committed any breach of the Data Protection Laws by unlawfully processing personal data in connection with any blacklisting activities; 33.1.4. 33.1.4 as at the Commencement Date, all information contained in the ESPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Framework Agreement; 33.1.5. 33.1.5 no claim is being asserted and no litigation, alternative dispute resolution procedure or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Framework Agreement; 33.1.6. 33.1.6 it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Framework Agreement; 33.1.7. 33.1.7 no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor Service Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the ContractorService Provider’s assets or revenue; and 33.1.8. 33.1.8 as at the Commencement Date, all insurances that must be effected under the Standard Terms of Supply have been effected.

Warranties and Representations. 34.1 The Contractor warrants and represents that:that:- 33.1.1. 34.1.1 it has full capacity and authority and all necessary consents (including including, where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Framework Agreement Contract and that the Framework Agreement Contract is executed by a duly authorised representative of the Contractor; 33.1.2. 34.1.2 in entering the Framework Agreement Contract it has not committed any offence under the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2015Fraud; 33.1.3. it has not committed any breach of the Employment Relations 1999 Act (Blacklists) Regulations 2010 or section 137 of the Trade Union and Labour Relations (Consolidation) ▇▇▇ ▇▇▇▇, or committed any breach of the Data Protection Laws by unlawfully processing personal data in connection with any blacklisting activities; 33.1.4. 34.1.3 as at the Commencement Date, all information contained in the ESPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority Financial Ombudsman Service prior to execution of the Framework AgreementContract; 33.1.5. 34.1.4 no claim is being asserted and no litigation, alternative dispute resolution procedure arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Framework AgreementContract; 33.1.6. 34.1.5 it is not subject to any contractual obligationobligations, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Framework AgreementContract; 33.1.7. 34.1.6 no proceedings proceeding or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; 34.1.7 it owns, or has obtained or is able to obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; 34.1.8 in the three (3) years prior to the date of the Contract: 34.1.8.1 it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; 34.1.8.2 it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and 33.1.8. 34.1.9 it has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as at the Commencement Date, all insurances that must be effected an ongoing business concern or its ability to fulfil its obligations under the Standard Terms of Supply have been effectedContract.

Warranties and Representations. The Contractor Supplier warrants and represents that: 33.1.1. it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Framework Agreement and that the Framework Agreement is executed by a duly authorised representative of the ContractorSupplier; 33.1.2. in entering the Framework Agreement it has not committed any offence under the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2015; 33.1.3. it has not committed any breach of the Employment Relations 1999 Act (Blacklists) Regulations 2010 or section 137 of the Trade Union and Labour Relations (Consolidation) ▇▇▇ ▇▇▇▇, or committed any breach of the Data Protection Laws by unlawfully processing personal data in connection with any blacklisting activities; 33.1.4. as at the Commencement Date, all information contained in the ESPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Framework Agreement; 33.1.5. no claim is being asserted and no litigation, alternative dispute resolution procedure or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Framework Agreement; 33.1.6. it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Framework Agreement; 33.1.7. no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the ContractorSupplier’s assets or revenue; and 33.1.8. as at the Commencement Date, all insurances that must be effected under the Standard Terms of Supply have been effected.

Warranties and Representations. 19.1 The Contractor warrants and represents that: 33.1.1. 19.1.1 it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Framework Agreement Contract and that the Framework Agreement Contract is executed by a duly authorised representative of the Contractor; 33.1.2. 19.1.2 in entering the Framework Agreement Contract it has not committed any offence under the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2015fraud; 33.1.3. it has not committed any breach of the Employment Relations 1999 Act (Blacklists) Regulations 2010 or section 137 of the Trade Union and Labour Relations (Consolidation) ▇▇▇ ▇▇▇▇, or committed any breach of the Data Protection Laws by unlawfully processing personal data in connection with any blacklisting activities; 33.1.4. 19.1.3 as at the Commencement Effective Date, all information contained in the ESPD and Tender Contractor’s Solution remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority ESFA prior to execution of the Framework AgreementContract; 33.1.5. 19.1.4 no claim is being asserted and no litigation, alternative dispute resolution procedure arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might might, and it is not subject to any contractual obligation, compliance with which is likely to, have a material adverse effect on its ability to perform its obligations under the Framework AgreementContract; 33.1.6. 19.1.5 it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; 19.1.6 the Service Specific IP Materials will be its original work and will not have been copied wholly or substantially from another party’s work or materials provided that this clause 19.1.6 shall not apply to any IP Materials used by the Contractor under permission or licence from any other person or entity (including, without limitation, any Sub-Contractor); and 19.1.7 the use by the ESFA of any Intellectual Property Rights assigned or licensed to it by the Contractor under the Contract will not infringe or conflict with the rights of any third party; 19.1.8 in the 3 years (or actual period of existence if the Contractor has been in existence for less time) prior to the Effective Date: (i) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (iii) it has not subject done or omitted to any contractual obligation, compliance with do anything which is likely to could have a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract; 19.1.9 it has and will continue to hold all necessary regulatory approvals from the Regulatory Bodies necessary to perform its obligations under the Framework Agreement; 33.1.7. no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenueContract; and 33.1.8. as at 19.1.10 it has notified the Commencement Date, all insurances ESFA in writing of any Occasions of Tax Non-Compliance or any litigation in which it is involved that must be effected under the Standard Terms is in connection with any Occasion of Supply have been effectedTax Non-Compliance.