51.1  Warranties and Undertakings by the Service Provider

Without prejudice to any warranties or conditions implied by Law, the Service Provider warrants and undertakes that:

(a)  as at the Contract Date, all information, representations and other matters of fact communicated in writing to the Authority or its agents or employees in connection with the Service Provider's response to the invitation to tender in respect of the Project or in the course of the subsequent negotiations in respect of this Contract are true, complete and accurate in all respects;

(b)  it is a limited liability company, duly incorporated and validly existing under the laws of the jurisdiction of England and Wales;

(c)  it has full power and authority to enter into this Contract and to carry out the Service;

(d)  the entry into and performance by it of this Contract do not and will not:

(i)  conflict with its constitutional documents; or

(ii)  conflict with any document which is binding upon it or any of its assets to the extent that such conflict would be reasonably likely to have a material adverse effect on the ability of the Service Provider to perform its obligations under this Contract;

(e)  at the Contract Date there has been no material adverse change, on or prior to the date of this Contract, in the financial condition of the Service Provider since its last filed accounts;

(f)  the Financial Terms are the basis on which the Service Provider will finance the Project;

(g)  each of the Project Documents is in full force and effect and constitutes the valid, binding and enforceable obligations of the parties thereto, the copies of the Project Documents which the Service Provider has delivered to the Authority are true and complete copies of such documents, and there are not in existence any other agreements or documents replacing or relating to any of the Project Documents which would materially affect the interpretation or application of any of the Project Documents;

(h)  in entering the Contract it has not committed any Prohibited Act (provided always that no right or remedy which the Authority may have as a consequence of this warranty being untrue or incorrect shall reduce (by set-off or otherwise) any amount payable under clause 67.1 (Financial Consequences of Termination); and

(i)  at the date of this Contract the legal and beneficial ownership of the Service Provider [and Holdco] is as set out in Schedule 25 (Details of the Service Provider) and [other than any Shareholder pre-emption rights,] no arrangements are in place that have or may have or result in any sale, transfer or disposal of any legal, beneficial, equitable or other interest in any or all of the shares in the Service Provider [or Holdco].

(j)  it shall upon becoming aware that the same is or may be threatened or pending, and again immediately after the commencement thereof, give the Authority notice of all litigation or arbitration or administrative or adjudication or mediation or similar proceedings before or of any court, arbitrator or governmental authority which would or may materially adversely affect the Service Provider's ability to perform its obligations under this Contract and shall, for so long as such proceedings subsist, keep the Authority reasonably informed of the same;

(k)  it shall not, without the prior written consent of the Authority, (and whether by a single transaction or by a series of transactions whether related or not) sell, transfer, lend or otherwise dispose of (other than by way of giving security) the whole or any part of its business or assets which would or may materially affect the ability of the Service Provider to perform its obligations under this Contract;

(l)  it shall not cease to be resident in the United Kingdom or transfer in whole or in part its undertaking, business or trade outside the United Kingdom;

(m)  it shall not undertake the performance of its obligations under this Contract for the provision of the Service otherwise than through itself or a Sub-Contractor appointed in accordance with the provisions set out in this Contract;

(n)  it shall not, without the written consent of the Authority (not to be unreasonably withheld or delayed), incorporate any company or purchase or acquire or subscribe for any shares in any company save where such company is involved in the provision of the Service;

(o)  it shall not without the written consent of the Authority (not to be unreasonably withheld or delayed) make any loans or grant any credit or give any guarantee or indemnity to, or for the benefit of, any person or otherwise voluntarily or for consideration assume any liability (whether actual or contingent) in respect of any obligation of any other person except in the ordinary course of its business; and

(p)  it shall not change or cease its business or start any other business which is materially different from that to be carried on by it under this Contract.