39.1.  Service Provider Warranties

The Service Provider warrants, represents and undertakes to the Authority that:

39.1.1.  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;

39.1.2.  it has the power to enter into and to exercise its rights and perform its obligations under this Agreement;

39.1.3.  all necessary action to authorise the execution of and the performance of its obligations under this Agreement has been taken;  

39.1.4.  the obligations expressed to be assumed by the Service Provider under this Agreement are legal, valid, binding and enforceable to the extent permitted by Legislation;

39.1.5.  as at the Agreement Date, the Service Provider Warranted Data is true and accurate in all respects;

39.1.6.  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;

39.1.7.  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;

39.1.8.  no proceedings or other steps have been taken and not discharged (nor, to the best of the knowledge of the Service Provider, threatened) for its winding-up or dissolution or for the appointment of a receiver, administrative receiver, administrator, liquidator, trustee or similar officer in relation to any of its assets or revenues;

39.1.9.  as at the Agreement Date, no Service Provider Default has occurred which is continuing;

39.1.10.  each of the Key Sub-Contracts is or, when executed, will be in full force and effect and constitutes or, when executed, will constitute the valid, binding and enforceable obligations of the parties thereto, the copies of the Key Sub-Contracts which the Service Provider has delivered or, when executed, will deliver to the Authority are or, as the case may be, will be 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 Key Sub-Contracts which would materially affect the interpretation or application of any of the Key Sub-Contracts; and

39.1.11.  there are no material facts or circumstances in relation to the financial position or operational constitution of the Service Provider which have not been fully and fairly disclosed to the Authority and which if disclosed might reasonably have been expected to affect the decision of the Authority to enter into this Agreement,

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