Common use of Client’s Representations, Warranties and Covenants Clause in Contracts

Client’s Representations, Warranties and Covenants. In addition to any other representations, warranties or covenants made herein, Client represents, warrants and covenants, as applicable, to CMC that: (a) it is a financial institution validly organized and chartered under the laws of the federal government or of the state in which Client is primarily or principally located; (b) it has full power and authority under its organizational documents and the laws of the federal government and/or such state to execute and deliver this Agreement and to perform its obligations hereunder, (c) it has by proper action duly authorized the execution and delivery of this Agreement and when validly executed and delivered, this Agreement shall constitute a legal, valid and binding Agreement of Client enforceable in accordance with its terms except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and by principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law); (d) the execution and delivery of this Agreement and the consummation of the transaction herein contemplated does not conflict in any material respect with or constitute a breach of its organizational documents or a material breach of default under the terms of any agreements to which it is a party; and (e) Client complies and shall comply with all guidelines and regulations established or promulgated by the Federal Financial Institutions Examination Council in connection with the identification, renovation and testing of issues and problems relating to the processing of data and the functioning of computers and related equipment before, during and after the year 2000.