13.6.1 The Authority will need to consider what warranties and undertakings it will need to obtain from the Contractor. Warranties as to corporate capacity and compliance with tax obligations should be included. The following is suitable drafting:
13.6.2 The Contractor warrants and represents to the Authority:
(a) that it is properly constituted and incorporated under the laws of England and Wales and has the corporate power to enter into and to exercise its rights and perform its obligations under the Project Documents; and
(b) that it has complied with all its obligations regarding declaration and payment of Tax.
13.6.3 The Authority will also need various undertakings from the Contractor as to its future conduct. These should include undertakings to maintain its status, for which purpose the following is suitable drafting:
13.6.4 The Contractor undertakes with the Authority that for so long as this Contract remains in full force:
(a) it will 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 security) the whole or any part of its business or Assets which would materially affect the ability of the Contractor to perform its obligations under this Contract;
(b) it will not undertake the performance of its obligations under this Agreement for the provision of the Services otherwise than through itself or a Sub-Contractor; and
(c) it will comply with all its obligations as to declaration and payment of Tax.