Common use of Non-Contravention; Compliance with Applicable Laws Clause in Contracts

Non-Contravention; Compliance with Applicable Laws. Customer has at all times been, is, and will at all times be, in compliance with (i) Applicable Law that relates to (a) felonies, (b) fraud, (c) activities related to the conduct of Customer’s business except where the failure to do so would not have a material adverse effect on Customer or its ability to perform under the Contracts, as determined by the BNPP Entities in good faith and a commercially reasonable manner or (d) activities related to the securities industry except where the failure to do so would not have a material adverse effect on Customer or its ability to perform under the Contracts, as determined by the BNPP Entities in good faith and a commercially reasonable manner, (ii) all judicial orders (except where the failure to do so would not have a material adverse effect on Customer or its ability to perform under the Contracts, as determined by the BNPP Entities in good faith and a commercially reasonable manner), (iii) Customer’s organizational documents and the prospectus provided to any investors or otherwise made available by Customer in all material respects, and (iv) all material contracts (including this Agreement) with BNPP NY or other material instruments with BNPP NY binding on or affecting Customer or any of its property in all material respects subject to any relevant notice and cure periods. Further, Customer maintains adequate controls to be reasonably assured of such compliance. Further, there is and has not been (a) the public commencement of formal criminal charges or proceedings by a court against Customer or any Related Person, or a formal arrest of any Related Person, or (b) the public filing or public announcement by any governmental or regulatory body of enforcement proceedings against Customer or any Related Person, in all cases specified in (a) and (b) above, alleging fraud (including any unlawful scheme to defraud investors), embezzlement, money laundering, xxxxxxx xxxxxxx, market manipulation, material violations of securities laws or security regulations, or a felony related to any of the foregoing.

Non-Contravention; Compliance with Applicable Laws. Customer has at all times been, is, is and will at all times be, in compliance with (i) Applicable Law that relates to (a) felonies, (b) fraud, (c) activities related to the conduct of Customer’s business or (d) activities related to the securities industry (except in the case of (c) or (d), where the failure to do so would not have a material adverse effect on Customer or its ability to perform under the Contracts, as determined in good faith by the BNPP Entities in good faith and a commercially reasonable manner or (d) activities related to the securities industry except where the failure to do so would not have a material adverse effect on Customer or its ability to perform under the Contracts, as determined by the BNPP Entities in good faith and a commercially reasonable mannerEntities), (ii) all judicial orders and awards binding on Customer or its property, (iii) Customer’s internal documents and policies (including organizational documents) (except where the failure to do so would not have a material adverse effect on Customer or its ability to perform under the Contracts, as determined in good faith by the BNPP Entities in good faith and a commercially reasonable mannerEntities), (iii) Customer’s organizational documents and the prospectus provided to any investors or otherwise made available by Customer in all material respects, and (iv) all material contracts (including this Agreement) with BNPP NY or other material instruments with BNPP NY binding on or affecting Customer or any of its property (except where the failure to do so would not have a material adverse effect on Customer or its ability to perform under the Contracts, as determined in all material respects subject to any relevant notice and cure periodsgood faith by the BNPP Entities). Further, Customer maintains adequate controls to be reasonably assured of such compliancecompliance (except where the failure to do so would not have a material adverse effect on Customer or its ability to perform under the Contracts, as determined in good faith by the BNPP Entities). Further, there is and has not been (a) the public commencement of formal criminal charges There are no legal or governmental proceedings by a court against or investigations pending or threatened to which Customer or any Related Person, Person is a party or a formal arrest to which any of any Related Person, or (b) the public filing or public announcement by any governmental or regulatory body properties of enforcement proceedings against Customer or any Related Person, in all cases specified in Person is subject that relate to (a) and felonies, (b) abovefraud, alleging fraud (including any unlawful scheme c) activities related to defraud investorsthe conduct of Customer’s business or (d) activities related to the securities industry (excluding, in the case of (c) or (d), embezzlementany such proceeding or investigation that would not have a material adverse effect on Customer or its ability to perform under the Contracts, money launderingas determined in good faith by the BNPP Entities , xxxxxxx xxxxxxxand provided that, market manipulationin the case of (a) or (b), material violations it shall not be an Event of securities laws Default under Section 5(a)(iv) where Customer has notified the BNPP Entities of such threatened or security regulationspending proceedings or investigations). Further, or a felony related to Customer’s knowledge, the education, employment and other qualifications for the officers for the Customer in the prospectus provided to any of investors or otherwise made available by the foregoingCustomer are correct in all material respects.

Non-Contravention; Compliance with Applicable Laws. Customer has at all times been, is, and will at all times be, in compliance with (i) Applicable Law that relates to (a) felonies, (b) fraud, (c) activities related to the conduct of Customer’s business except where the failure to do so would not have a material adverse effect on Customer or its ability to perform under the Contracts, as determined by the BNPP Entities in good faith and a commercially reasonable manner or (d) activities related to the securities industry except where the failure to do so would not have a material adverse effect on Customer or its ability to perform under the Contracts, as determined by the BNPP Entities in good faith and a commercially reasonable manner, (ii) all judicial orders (except where the failure to do so would not have a material adverse effect on Customer or its ability to perform under the Contracts, as determined by the BNPP Entities in good faith and a commercially reasonable manner), (iii) Customer’s organizational documents and the prospectus provided to any investors or otherwise made available by Customer in all material respects, and (iv) all material contracts (including this Agreement) with BNPP NY PB or other material instruments with BNPP NY PB binding on or affecting Customer or any of its property in all material respects subject to any relevant notice and cure periods. Further, Customer maintains adequate controls to be reasonably assured of such compliance. Further, there is and has not been (a) the public commencement of formal criminal charges or proceedings by a court against Customer or any Related Person, or a formal arrest of any Related Person, or (b) the public filing or public announcement by any governmental or regulatory body of enforcement proceedings against Customer or any Related Person, in all cases specified in (a) and (b) above, alleging fraud (including any unlawful scheme to defraud investors), embezzlement, money laundering, xxxxxxx insidxx xxxxxxx, market xxxket manipulation, material violations of securities laws or security regulations, or a felony related to any of the foregoing.

Non-Contravention; Compliance with Applicable Laws. Customer has at all times been, is, and will at all times be, in compliance with (i) Applicable Law that relates to (a) felonies, (b) fraud, (c) activities related to the conduct of Customer’s business except where the failure to do so would not have a material adverse effect on Customer or its ability to perform under the Contracts, as determined by the BNPP Entities in good faith and a commercially reasonable manner or (d) activities related to the securities industry except where the failure to do so would not have a material adverse effect on Customer or its ability to perform under the Contracts, as determined by the BNPP Entities in good faith and a commercially reasonable manner, (ii) all judicial orders (except where the failure to do so would not have a material adverse effect on Customer or its ability to perform under the Contracts, as determined by the BNPP Entities in good faith and a commercially reasonable manner), (iii) Customer’s organizational documents and the prospectus provided to any investors or otherwise made available by Customer in all material respects, and (iv) all material contracts (including this Agreement) with BNPP NY PB or other material instruments with BNPP NY PB binding on or affecting Customer or any of its property in all material respects subject to any relevant notice and cure periods. Further, Customer maintains adequate controls to be reasonably assured of such compliance. Further, there is and has not been (a) the public commencement of formal criminal charges or proceedings by a court against Customer or any Related Person, or a formal arrest of any Related Person, or (b) the public filing or public announcement by any governmental or regulatory body of enforcement proceedings against Customer or any Related Person, in all cases specified in (a) and (b) above, alleging fraud (including any unlawful scheme to defraud investors), embezzlement, money laundering, xxxxxxx xxxxxxx, market manipulation, material violations of securities laws or security regulations, or a felony related to any of the foregoing.