Common use of Representations and Acknowledgments Clause in Contracts

Representations and Acknowledgments. A. PROVIDER represents to CSC that upon the execution of this Agreement and continuing throughout the Agreement Term the following are true and correct. In the event that any of the following representations become at any time not true, the PROVIDER shall immediately provide written notice of same to the CSC Programs Manager. 1. There have been no events that could have a material effect on PROVIDER'S operations or financial stability. 2. PROVIDER has no knowledge of any violations of laws or regulations the effects of which should be considered by CSC prior to entering into this Agreement. 3. There are no material transactions that have not been properly recorded in the appropriate document(s) or disclosed. 4. Related party transactions as defined by generally accepted accounting principles and related amounts receivable or payable have been properly recorded or disclosed. 5. It maintains appropriate active license(s), which are all in good standing and have not been revoked or suspended, where PROVIDER is operating a facility or providing a service where any type of licensure is required, including, but not limited to federal, state, county and local law. 6. PROVIDER represents that all persons delivering the services required by this Agreement have the knowledge and skills, either by training, experience, education, or a combination thereof, to adequately and competently perform the duties, obligations, and services set forth in the Scope of Work and to provide and perform such services to CSC’S satisfaction for the agreed compensation. 7. PROVIDER shall perform its duties, obligations, and services under this Agreement in a skillful and respectable manner. The quality of PROVIDER’S performance and all interim and final product(s) provided to or on behalf of CSC shall be comparable to local state and national best practice standards. B. PROVIDER acknowledges that: 1. Verification of liability protection, shall accompany this Agreement upon execution of this Agreement by PROVIDER. 2. Information, guidance and technical assistance offered by the CSC Programs Manager, or any other staff, whether written or verbal, in no way constitutes a guarantee of execution of this Agreement by the CSC and should not be relied upon as a basis for doing business, delivering service, expending financial resources or expectation of receipt of payment.

Representations and Acknowledgments. A. PROVIDER represents to CSC that upon the execution of this Agreement Customer hereby represents, warrants, and continuing throughout the Agreement Term the following are true and correct. In the event that any of the following representations become at any time not true, the PROVIDER shall immediately provide written notice of same to the CSC Programs Manager.covenants that, 1. There have been (i) there is no events that could have a material effect on PROVIDER'S operations restriction or financial stability. 2. PROVIDER has no knowledge of any violations of laws or regulations the effects of limitation which should be considered by CSC prior to entering into may prevent it from fulfilling its obligations under this Agreement. 3. There are no material transactions that have not been properly recorded in ; (ii) the appropriate document(s) or disclosed. 4. Related party transactions extent required by the Investment Advisers Act of 1940, as defined by generally accepted accounting principles and related amounts receivable or payable have been properly recorded or disclosed. 5. It maintains appropriate active license(samended (the “Advisers Act”), duly registered as an investment adviser with the U.S. Securities and Exchange Commission (the “SEC”) with investment adviser notice filings duly filed in each U.S. state where Customer’s End Users for which the RIA uses the Solution are all located; (iii) if the RIA is not permitted under the Advisers Act to register with the SEC, duly registered as an investment adviser with the securities regulator of each U.S. state where Customer’s End Users for which the RIA uses the Solution are located; (iv) to extent the RIA uses the Solution in connection with effecting transactions or dealing in securities, duly registered as a broker-dealer with the SEC and the securities regulator each U.S. state where Customer’s End Users for which the RIA uses the Solution are located; (v) to extent the RIA is a registered broker- dealer, a member firm in good standing of the Financial Industry Regulatory Authority (“FINRA”); (vi) it shall provide FeeX with true and have not been revoked or suspended, where PROVIDER is operating a facility or providing a service where any type of licensure is required, including, accurate information as requested by FeeX including but not limited to federalits documented evidence of Customer’s or its Personnel’s required licenses, statequalifications and/or compliance with (ii) – (v) (as applicable); (vii) Customer shall ensure that each of its Personnel have and shall have for the duration of the Term all required licenses, county qualifications and local law.are in compliance with 6(ii) (v) as applicable; (viii) it shall use the Services to communicate transaction instructions only to duly registered broker-dealers or to custodians or administrators that are not required, pursuant to applicable exclusions, exemptions or SEC no-action relief, to be so registered; (ix) in performing its obligations and exercising its rights under this Agreement, it will comply with all applicable laws; (x) it shall obtain, maintain and receive all necessary consents from End Users as required under applicable law and this Agreement and the FeeX Terms of Use and the FeeX Privacy Policy as updated from time to time; (xi) it is solely and fully responsible for any loss, injury and/or damages incurred as a result or in connection with any decision made or action taken or not taken in reliance on such information or analytics made available through the Services, including through the Analysis; (xii) FeeX shall have no responsibility, liability or duty for the administration or management of the Customer’s services established or administered using the Services, including without limitation any responsibility or liability towards an End User. PROVIDER represents Without limiting any of the foregoing representations, warranties or covenants, Customer represents, warrants and covenants that it has, its Personnel have, and shall maintain during the Term all registrations and licenses required by any governmental or other regulatory authority with applicable jurisdiction in connection with all businesses, operations and other activities for which Customer will use the Services and shall maintain all policies, procedures and internal control required or reasonably designed to comply with all laws, regulations, rules, and regulatory guidance and requirements that apply to the Customer and its Personnel’s intended and actual use of the Services and performance under this Agreement. The Customer shall be solely responsible for all provision of investment advice to its End Users, including without limitation all investment advice based on Customer’s use of the Services. Nothing in this Agreement shall be deemed to delegate or assign to FeeX, or to cause or obligate FeeX to assume, any duty or obligation of the Customer’s under any law or regulation or to any of the Customer’s End Users. Further, Customer acknowledges and agrees that all persons delivering calculations and comparisons generated through the services required by this Agreement have Customers use of the knowledge Services shall depend on the Customer’s projections, assumptions and skills, either by training, experience, education, or a combination thereof, to adequately and competently perform the duties, obligations, and services set forth in the Scope of Work and to provide and perform such services to CSC’S satisfaction for the agreed compensationdeterminations. 7. PROVIDER shall perform its duties, obligations, and services under this Agreement in a skillful and respectable manner. The quality of PROVIDER’S performance and all interim and final product(s) provided to or on behalf of CSC shall be comparable to local state and national best practice standards. B. PROVIDER acknowledges that: 1. Verification of liability protection, shall accompany this Agreement upon execution of this Agreement by PROVIDER. 2. Information, guidance and technical assistance offered by the CSC Programs Manager, or any other staff, whether written or verbal, in no way constitutes a guarantee of execution of this Agreement by the CSC and should not be relied upon as a basis for doing business, delivering service, expending financial resources or expectation of receipt of payment.

Representations and Acknowledgments. A. PROVIDER a. Vendor represents and warrants it has full right and authority to CSC enter into this Agreement and perform the Services under applicable law. Vendor shall provide immediate written notice to Company if the Vendor is debarred or suspended or by any state of the federal government. Vendor further represents and warrants it shall perform the Services in a professional manner, using due care, skill, diligence and at a level equivalent to industry best standards and practices, it is not a party to any agreement that prohibits Vendor from entering into this Agreement or fully performing the Services; it will abide by the terms of Exhibit B; there is no outstanding, or threatened, litigation, arbitrated matter or other dispute to which Vendor is a party which would reasonably be expected to have a material adverse effect on Vendor’s ability to fulfill its obligations herein; Vendor shall obtain and maintain in good standing all applicable permits and licenses required in connection with its obligations under this Agreement, the Services will conform with all descriptions and specifications provided to Company and they are true and accurate in all material respects; and the Services will not infringe upon the execution intellectual property rights of a third party. b. The Vendor will have access to trade secrets, inventions, innovations, processes, information, records files, records, documents, and specifications, owned, used or licensed by the Company including, without limitation, the Company’s business and product processes, methods, personal information, intellectual property, personnel, Company lists, accounts and procedures and other information. The Vendor will not disclose any of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term of this Agreement and continuing throughout the Agreement Term the following are true and correct. In the event that any of the following representations become or at any time thereafter, except as required for this engagement. The Vendor further agrees that it will not true, disclose its retention as a Vendor or the PROVIDER terms of this Agreement to any person without the prior written consent of the Company and shall immediately provide written notice preserve the confidential nature of same the relationship to the CSC Programs ManagerCompany and of the Services hereunder. 1c. The Vendor shall co-operate with Company in all matters relating to the Services and not do or omit to do anything which may cause Company to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business; and obtain and maintain, all necessary licences and consents and comply with all relevant legislation in relation to the Services. There have been no events that could have a material effect on PROVIDER'S operations If the Services (in whole or financial stability. 2. PROVIDER has no knowledge of in part) fail to meet any violations of laws acceptance criteria or regulations the effects of which should be considered by CSC prior to entering into this Agreement. 3. There are no material transactions that have not been properly recorded delivered to Company’s satisfaction then, the Vendor shall promptly re-perform or re-deliver the Services (in whole or in part) at no additional charge, even if Company delivered an acceptance notice to the appropriate document(s) or disclosedVendor. 4. Related party transactions as defined by generally accepted accounting principles and related amounts receivable or payable have been properly recorded or disclosed. 5. It maintains appropriate active license(s), which are all in good standing and have not been revoked or suspended, where PROVIDER is operating a facility or providing a service where any type of licensure is required, including, but not limited to federal, state, county and local law. 6. PROVIDER represents that all persons delivering the services required by this Agreement have the knowledge and skills, either by training, experience, education, or a combination thereof, to adequately and competently perform the duties, obligations, and services set forth in the Scope of Work and to provide and perform such services to CSC’S satisfaction for the agreed compensation. 7. PROVIDER shall perform its duties, obligations, and services under this Agreement in a skillful and respectable manner. The quality of PROVIDER’S performance and all interim and final product(s) provided to or on behalf of CSC shall be comparable to local state and national best practice standards. B. PROVIDER acknowledges that: 1. Verification of liability protection, shall accompany this Agreement upon execution of this Agreement by PROVIDER. 2. Information, guidance and technical assistance offered by the CSC Programs Manager, or any other staff, whether written or verbal, in no way constitutes a guarantee of execution of this Agreement by the CSC and should not be relied upon as a basis for doing business, delivering service, expending financial resources or expectation of receipt of payment.