Common use of General Covenants of Aspiration Clause in Contracts

General Covenants of Aspiration. Aspiration makes the following covenants to Coastal, each and all of which shall survive the execution and delivery of this Agreement: (a) Aspiration shall preserve and keep in full force and effect its corporate existence, other than in the event of a change in control, merger or consolidation in which Aspiration is not the surviving entity. (b) Aspiration promptly shall notify Coastal in writing if it receives, during the Term, written notice of any litigation that, if adversely determined, would have a material and adverse effect on the Aspiration Account Program, the Aspiration Customer Accounts in the aggregate or Aspiration’s ability to perform its obligations hereunder. (c) Aspiration shall at all times maintain and preserve all of its assets and property necessary to perform its obligations hereunder and necessary for the conduct of its business, and keep such assets and property in good repair, working order and condition (ordinary wear and tear and damage by casualty excepted), as applicable. (d) Except as otherwise specified herein, Aspiration shall enforce its rights against third parties to the extent that a failure to enforce such rights could reasonably be expected to materially and adversely affect the Aspiration Account Program, the Aspiration Customer Accounts in the aggregate or Aspiration’s ability to perform its obligations hereunder. Aspiration shall not enter into any agreement which, at the time such agreement is executed, could reasonably be expected to have a material and adverse effect on the Aspiration Account Program, the Aspiration Customer Accounts in the aggregate or Aspiration’s ability to perform its obligations hereunder, except that Aspiration may enter into an agreement to settle a potential enforcement or disciplinary action with a Government Body or FINRA. For the avoidance of doubt, Aspiration’s engagement with other financial institutions for similar services shall not be considered to have a material and adverse effect on the Aspiration Account Program, the Aspiration Customer Accounts in the aggregate or Aspiration’s ability to perform its obligations hereunder. (e) Aspiration will provide Coastal with a telephonic, telefacsimile or PDF e-mail notice specifying the nature of any Event of Default where Aspiration is the defaulting party or any event which, with the giving of notice or passage of time or both, would constitute an Event of Default by Aspiration or any development or other information which is likely to have a material and adverse effect on the Aspiration Account Program, the Aspiration Customer Accounts in the aggregate or Aspiration’s ability to perform its obligations pursuant to this Agreement. Notices pursuant to this Section 4.21(e) relating to Events of Default by Aspiration shall be provided within two business days after the existence of such default. Notices relating to all other events or developments described in this Section 4.21(e) shall be provided (i) within five business days after Aspiration becomes aware of the existence of such event or development if such event or development has already occurred, and (ii) with respect to events or developments that have yet to occur, as early as reasonably practicable under the circumstances. (f) Aspiration shall at all times during the Term (and the Transition Period) comply in all material respects with Applicable Law in connection with its performance under this Agreement, the operating policies and procedures set forth on Schedule 2.1(e), the Network Rules and the Coastal Rules. (g) Aspiration shall keep adequate records and books of account with respect to the Aspiration Customer Accounts in which proper entries, reflecting all of Aspiration’s financial transactions relating to the Aspiration Account Program, are made in accordance with GAAP. Aspiration shall keep adequate records and books of account with respect to its activities, in which proper entries reflecting all of Aspiration’s financial transactions are made in accordance with GAAP. All of Aspiration’s records, files and books of account shall be in all material respects complete and correct and shall be maintained in accordance with good business practice and Applicable Law. (h) Aspiration shall at all times during the Term (and the Transition Period) remain licensed and qualified in all jurisdictions necessary to service the Aspiration Customer Accounts in accordance with all Applicable Laws, except where the failure to be so qualified would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Aspiration’s to perform its obligations under this Agreement or on the Aspiration Account Program. (i) Aspiration shall not take any action that Coastal reasonably concludes intentionally materially adversely affects Coastal’s business. (j) At all times during the Term (and the Transition Period), Aspiration will maintain in full force and in effect, with financially sound and reputable insurers, comprehensive general liability insurance, commercial crime insurance, electronic data processing errors and omissions insurance, cyber liability insurance, directors and officers liability insurance, and securities broker-dealer professional liability insurance, each with policy limits that are at or above the ABA benchmark survey for coverages at similar sized financial institutions. Policy limits can be below benchmark survey levels upon mutual agreement of both Parties. Upon Coastal’s request, Aspiration shall provide customary certificate(s) from the insurer(s) that evidence such insurance coverages.