Representations of the Services Provider Clause Samples

Representations of the Services Provider. The Services Provider represents, warrants and covenants to the Client as follows: (a) the Services Provider has been duly organized and is validly existing and in good standing under the laws of its jurisdiction of organization, with power and authority to own its own properties and conduct its business as currently conducted; (b) the Services Provider has and will maintain all licenses, registrations, governmental authorizations, approvals, consents or filings required in connection with the operation of its business and the execution, delivery or performance of this Agreement by the Services Provider; (c) this Agreement constitutes a binding obligation of the Services Provider, enforceable against the Services Provider in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights or by general equity principles, regardless of whether such enforceability is considered in a proceeding in equity or at law; (d) the Services Provider has the full power, authority and capacity to enter into and be bound by this Agreement, and the execution, delivery and performance of this Agreement do not conflict with any obligation by which the Services Provider is bound, whether arising by contract, operation of law or otherwise, or any applicable law, in each case in a manner that would result in a material adverse effect on the Services Provider or the Client or that would materially impede the Services Provider’s ability to perform its obligations hereunder; (e) the Services Provider shall, and procure that the Custodian shall, implement and maintain a reasonable information security program appropriate to the size and scope of its operations that includes policies and procedures that are reasonably designed to safeguard its electronic systems, the Account Assets and Client’s Confidential Information from, among other things, unauthorized access and misuse. In the event of a Data Security Incident (as defined below), the Services Provider shall promptly notify (or cause the Custodian to notify) as required by New York law, Client and such notice shall include the following information: (a) the timing and nature of the Data Security Incident; (b) the information related to Client that was compromised; (c) when the Data Security Incident was discovered; and (d) any remedial actions that have been taken and that are plan...