Common use of Your Organisation’s warranties Clause in Contracts

Your Organisation’s warranties. representations and undertakings 9.6.1 Your Organisation represents and warrants to the Department that: a. where Your Organisation is a corporation it is duly incorporated; b. Your Organisation has full power and authority to enter into, perform and comply with Your Organisation’s obligations under this Agreement; c. Your Organisation has duly and validly authorised the execution, delivery and performance of this Agreement; d. Your Organisation’s execution of, and compliance with, this Agreement does not and will not contravene any Law, any of Your Organisation’s constituent documents or any other agreement or arrangement to which Your Organisation is a party; e. at the date of signing this Agreement Your Organisation is not bankrupt, insolvent or in the process of being wound up; f. unless otherwise disclosed in this Agreement, Your Organisation is not entering into this Agreement as trustee of any trust or settlement or as the agent of any Client; g. Your Organisation has not made any false declaration in respect of any current or past dealings with the Commonwealth or any Government Agency, including in any tender or application process or in any agreement; h. Your Organisation will ensure that Your Organisation’s Personnel have the skills, qualifications and experience (including as specified in the Programme Manual), to deliver each Activity in an efficient and controlled manner with a high degree of quality and responsiveness and to a standard that complies with this Agreement; i. Your Organisation has the necessary resources, including financial resources, to deliver each Activity and will use those resources to deliver each Activity; j. the recruitment and management of Personnel that Your Organisation employs or engages with the use of the Grant funds will be fair, open, and based on merit; k. Your Organisation will, as soon as practicable, notify and fully disclose to the Department if: i. a termination event specified in clause 10.2 [Termination for default] has occurred or is likely to occur; ii. Your Organisation seeks, or proposes to seek, expert advice to address or avoid significant governance, management or financial issues; or iii. proceedings are taking place, are pending, or are threatened against Your Organisation which could have an adverse effect upon Your Organisation’s reputation or upon Your Organisation’s capacity to perform Your Organisation’s obligations under this Agreement. 9.6.2 Your Organisation acknowledges that the Department, in entering into this Agreement, is relying on the warranties and representations contained in this clause 9.6 [Your Organisation’s warranties, representations and undertakings]. Your Organisation agrees that the warranties and representations contained in this clause 9.6 [Your Organisation’s warranties, representations and undertakings] are deemed to be repeated by Your Organisation each time a payment of Grant funds is made under this Agreement.

Your Organisation’s warranties. representations and undertakings 9.6.1 Your Organisation represents and warrants to the Department that: a. where Your Organisation is a corporation it is duly incorporated; b. Your Organisation has full power and authority to enter into, perform and comply with Your Organisation’s obligations under this Agreement; c. Your Organisation has duly and validly authorised the execution, delivery and performance of this Agreement; d. Your Organisation’s execution of, and compliance with, this Agreement does not and will not contravene any Law, any of Your Organisation’s constituent documents or any other agreement or arrangement to which Your Organisation is a party; e. at the date of signing this Agreement Your Organisation is not bankrupt, insolvent or in the process of being wound up; f. unless otherwise disclosed in this Agreement, Your Organisation is not entering into this Agreement as trustee of any trust or settlement or as the agent of any Clientsettlement; g. Your Organisation has not made any false declaration in respect of any current or past dealings with the Commonwealth or any Government Agency, including in any tender or application process or in any agreement; h. Your Organisation has, and will ensure that Your Organisation’s Personnel continue to have and to use, the skills, qualifications and experience (including as specified in the Programme Manual)experience, to deliver each Activity in an efficient and controlled manner with a high degree of quality and responsiveness and to a standard that complies with this Agreement; i. Your Organisation has the necessary resources, including financial resources, to deliver each Activity and will use those resources to deliver each Activity; j. the recruitment and management of Personnel that Your Organisation employs or engages with the use of the Grant funds Funds will be fair, open, and based on merit; k. Your Organisation will, as soon as practicable, notify and fully disclose to the Department if: i. a termination event specified in clause 10.2 [Termination for default] has occurred or is likely to occur; ii. a person makes an allegation to Your Organisation, or Your Organisation otherwise become aware of an allegation, that Your Organisation or Your Organisation’s Personnel have committed an act or omission that has resulted, or may result, in injury, death or harm to any person; iii. Your Organisation seeks, or proposes propose to seek, expert advice to address or avoid significant governance, management or financial issues; or iiiiv. proceedings are taking place, are pending, or are threatened against Your Organisation which could have an adverse effect upon Your Organisation’s reputation or upon Your Organisation’s capacity to perform Your Organisation’s obligations under this Agreement. 9.6.2 Your Organisation acknowledges that the Department, in entering into this Agreement, is relying on the warranties and representations contained in this clause 9.6 [Your Organisation’s warranties, representations and undertakings]. Your Organisation agrees that the warranties and representations contained in this clause 9.6 [Your Organisation’s warranties, representations and undertakings] are deemed to be repeated by Your Organisation each time a payment of Grant funds Funds is made under this Agreement.