Common use of Client Representations and Warranties; Obligations Clause in Contracts

Client Representations and Warranties; Obligations. As of the Effective Date and throughout the Term, Client represents and warrants that it (i) will comply with the Purchase Agreements and with the laws, rules and regulations applicable to its business and an Offering, including specifically that Client and its employees and agents shall comply with Section 15(a) of the Exchange Act and with parallel state issuer-broker-dealer registration requirements; (ii) will maintain the security of Investor, Subscriber, and Prospective Subscriber information it receives; (iii) will not, and will ensure that any person or entity acting on its behalf will not, directly or indirectly, in connection with an Offering, make any offer or sale of any of the Securities or any securities of the same or similar class as the Securities the result of which would cause the offer and sale of the Securities to fail to be entitled to applicable exemptions from registration under the Securities Act and similar exemptions under applicable state securities laws; (iv) will not retain or allow, directly or indirectly, any person or entity to provide Outside Services for an Offering; (v) does not have knowledge of and has not been apprised verbally or in writing of a Major Offering Impediment; (vi) will use the System and Services in compliance with laws, rules and regulations applicable to its business and use of the System, including the applicable terms of use; (vii) will ensure third-parties providing services for the Offering, including Marketing Sites, use the System and Services in compliance with laws, rules and regulations applicable to their business and, when applicable, use of the System, including its terms of use; (viii) will protect data, and confidential and personally identifiable information Client obtains in connection with its use of the System and Services; and (ix) is solely responsible for any use of the System and Services by Client, Users, Marketing Sites or anyone else under this Agreement.

Client Representations and Warranties; Obligations. As of the Effective Date and throughout the Term, Client represents and warrants that it (i) will comply with the Purchase Agreements and with the laws, rules and regulations applicable to its business and an Offering, including specifically that Client and its employees and agents shall comply with Section 15(a) of the Exchange Act of 1934 and with parallel state issuer-broker-dealer registration requirements; (ii) will maintain the security of Investor, Subscriber, and Prospective Subscriber information it receivesprovided by Company; (iii) will not, and will ensure that any person or entity acting on its behalf will not, directly or indirectly, in connection with an Offering, Offering make any offer or sale of any of the Securities or any securities of the same or similar class as the Securities the result of which would cause the offer and sale of the Securities to fail to be entitled to applicable exemptions from registration under the Securities Act, such as those afforded by Section 4(a)(2) of the Securities Act and Regulation D, and similar exemptions under applicable state securities laws; (iv) will not retain or allow, directly or indirectly, any person or entity to provide Outside Services for an Offeringduring the Term; (v) does not have knowledge of and has not been apprised verbally or in writing of the following relating to an Offering: potential litigation, a Major violation of applicable law or regulation, a circumstance which would preclude an Offering Impedimentfrom exemption from registration pursuant to Section 4(a)(2) of the Securities Act, or reasonably would be expected to have a material adverse effect on the Client’s ability to raise capital in an Offering; (vi) will use the System and Services in compliance with laws, rules and regulations applicable to its business and use of the System, including the applicable terms of use; (vii) will ensure third-parties providing services for the Offering, including Marketing Sites, use the System and Services in compliance with laws, rules and regulations applicable to their business and, when applicable, use of the System, including its the applicable terms of use; (viii) will protect data, and confidential and personally identifiable information obtained by Client obtains in connection with its use of the System and Services; and (ix) is will be solely responsible for any use of the System and Services by Client, Users, Marketing Sites or anyone else under this Agreement.