7.2  Service Provider Warranties

The Service Provider warrants, represents and undertakes to the Authority that at the date of this Agreement:

(a)  it is properly constituted and incorporated under the laws of England and Wales and has the corporate power to own its assets and to carry on its business as it is now being conducted;

(b)  the Service Provider has not, other than in connection with the Project, traded at any time since its incorporation as a company pursuant to the Companies Act 2006 (as amended);

(c)  the information, representation and other matters of fact committed in writing to the Authority by the Service Provider in connection with or arising out of its tender are true and complete in all material respects in the context of the Project;  

(d)  the Service Provider Warranted Data is true and accurate in all respects;

(e)  no claim is presently being assessed and no litigation, arbitration or administrative proceedings are presently in progress or, to the best of the knowledge of the Service Provider, pending or threatened against it or any of its assets which will or might have a material adverse effect on the ability of the Service Provider to perform its obligations under this Agreement or any Project Document;

(f)  it is not the subject of any other obligation, compliance with which will or is likely to have a material adverse effect on the ability of the Service Provider to perform its obligations under this Agreement or any Project Document;

(g)  the legal and beneficial ownership of the Service Provider [and Hold Co] is as set out in Schedule 20 (Service Provider and Hold Co Information) and that [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 all or any of the shares in the Service Provider [or Hold Co],

and the Authority relies upon such warranties, representations and undertakings.