Common use of Non-Contravention; Compliance with Applicable Laws Clause in Contracts

Non-Contravention; Compliance with Applicable Laws. Customer is and will at all times be, in compliance with (i) Applicable Law that relates to (a) felonies, (b) fraud, (c) activities related to the conduct of Customer’s business or (d) activities related to the securities industry (except in the case of (c) or (d), where the failure to do so would not have a material adverse effect on Customer or its ability to perform under the Contracts, as determined in good faith by the BNPP Entities), (ii) all orders and awards binding on Customer or its property, (iii) Customer’s internal documents and policies (including organizational documents) (except where the failure to do so would not have a material adverse effect on Customer or its ability to perform under the Contracts, as determined in good faith by the BNPP Entities), and (iv) all contracts (including this Agreement) or other instruments binding on or affecting Customer or any of its property (except where the failure to do so would not have a material adverse effect on Customer or its ability to perform under the Contracts, as determined in good faith by the BNPP Entities). Further, Customer maintains adequate controls to be reasonably assured of such compliance (except where the failure to do so would not have a material adverse effect on Customer or its ability to perform under the Contracts, as determined in good faith by the BNPP Entities). There are no legal or governmental proceedings or investigations pending or threatened to which Customer or any Related Person is a party or to which any of the properties of Customer or any Related Person is subject that relate to (a) felonies, (b) fraud, (c) activities related to the conduct of Customer’s business or (d) activities related to the securities industry (excluding, in the case of (c) or (d), any such proceeding or investigation that would not have a material adverse effect on Customer or its ability to perform under the Contracts, as determined in good faith by the BNPP Entities , and provided that, in the case of (a) or (b), it shall not be an Event of Default under Section 5(a)(iv) where Customer has notified the BNPP Entities of such threatened or pending proceedings or investigations). Further, to Customer’s knowledge, the education, employment and other qualifications for the officers for the Customer in the prospectus provided to any investors or otherwise made available by the Customer are correct in all material respects.

Non-Contravention; Compliance with Applicable Laws. Customer is and will at all times be, in compliance with (i) Applicable Law that relates to (a) felonies, (b) fraud, (c) activities related to the conduct of Customer’s business or (d) activities related to the securities industry (except in the case of (c) or (d), where the failure to do so would not have a material adverse effect on Customer or its ability to perform under the Contracts, as reasonably determined in good faith by the BNPP Entities), (ii) all material orders and awards binding on Customer or its property, (iii) Customer’s internal documents and policies (including organizational documents) (except where the such failure to do so would not have a material adverse effect on Customer or its ability to perform under the Contracts, as reasonably determined in good faith by the BNPP Entities), and (iv) all material contracts (including this Agreement) or other instruments binding on or affecting Customer or any of its property (except where the failure to do so would not have a material adverse effect on Customer or its ability to perform under the Contracts, as determined in good faith by the BNPP Entities)property. Further, Customer maintains adequate controls to be reasonably assured of such compliance (except where the failure to do so would not compliance. Except as previously disclosed in Customer’s public filings, there are and have a material adverse effect on Customer or its ability to perform under the Contracts, as determined in good faith by the BNPP Entities). There are been no legal criminal or governmental proceedings enforcement proceedings, investigations, or investigations other litigation pending or, to Customer’s knowledge, threatened which relate to (a) felonies, (b) fraud, (c) activities related to the conduct of Customer’s business or, to Customer’s knowledge, the business of Customer’s investment advisers or threatened (d) activities related to the security industry to which Customer or any Related Person is a party or to which any of the properties of Customer or any Related Person is subject that relate to (a) felonies, (b) fraud, (c) activities related to the conduct of Customer’s business or (d) activities related to the securities industry (excluding, in the case of (c) or (d), any such proceeding or investigation that would not have a material adverse effect on Customer or its ability to perform under the Contracts, as determined in good faith by the BNPP Entities , and provided that, in the case of (a) or (b), it shall not be an Event of Default under Section 5(a)(iv) where Customer has notified the BNPP Entities of such threatened or pending proceedings or investigations)subject. Further, to Customer’s knowledge, knowledge the education, employment and other qualifications for the officers for the Customer in the prospectus provided to any investors or otherwise made available by the Customer are correct in all material respectsand complete.

Non-Contravention; Compliance with Applicable Laws. Customer is has at all times been, is, and will at all times be, in compliance with (i) Applicable Law that relates to (a) felonies, (b) fraud, (c) activities related to the conduct of Customer’s business or (d) activities related to the securities industry (except in the case of (c) or (d), where the failure to do so would not have a material adverse effect on Customer or its ability to perform under the Contracts, as determined by the BNPP Entities in good faith and a commercially reasonable manner or (d) activities related to the securities industry except where the failure to do so would not have a material adverse effect on Customer or its ability to perform under the Contracts, as determined by the BNPP Entities)Entities in good faith and a commercially reasonable manner, (ii) all judicial orders and awards binding on Customer or its property, (iii) Customer’s internal documents and policies (including organizational documents) (except where the failure to do so would not have a material adverse effect on Customer or its ability to perform under the Contracts, as determined by the BNPP Entities in good faith and a commercially reasonable manner), (iii) Customer’s organizational documents and the prospectus provided to any investors or otherwise made available by the BNPP Entities)Customer in all material respects, and (iv) all material contracts (including this Agreement) with BNPP NY or other material instruments with BNPP NY binding on or affecting Customer or any of its property (except where the failure in all material respects subject to do so would not have a material adverse effect on Customer or its ability to perform under the Contracts, as determined in good faith by the BNPP Entities)any relevant notice and cure periods. Further, Customer maintains adequate controls to be reasonably assured of such compliance compliance. Further, there is and has not been (except where a) the failure to do so would not have public commencement of formal criminal charges or proceedings by a material adverse effect on Customer or its ability to perform under the Contracts, as determined in good faith by the BNPP Entities). There are no legal or governmental proceedings or investigations pending or threatened to which court against Customer or any Related Person is Person, or a party formal arrest of any Related Person, or to which (b) the public filing or public announcement by any governmental or regulatory body of the properties of enforcement proceedings against Customer or any Related Person is subject that relate to Person, in all cases specified in (a) felonies, and (b) fraudabove, alleging fraud (c) activities including any unlawful scheme to defraud investors), embezzlement, money laundering, xxxxxxx xxxxxxx, market manipulation, material violations of securities laws or security regulations, or a felony related to any of the conduct of Customer’s business or (d) activities related to the securities industry (excluding, in the case of (c) or (d), any such proceeding or investigation that would not have a material adverse effect on Customer or its ability to perform under the Contracts, as determined in good faith by the BNPP Entities , and provided that, in the case of (a) or (b), it shall not be an Event of Default under Section 5(a)(iv) where Customer has notified the BNPP Entities of such threatened or pending proceedings or investigations). Further, to Customer’s knowledge, the education, employment and other qualifications for the officers for the Customer in the prospectus provided to any investors or otherwise made available by the Customer are correct in all material respectsforegoing.

Non-Contravention; Compliance with Applicable Laws. Except as previously disclosed in Customer’s public filings, Customer is and will at all times be, in compliance with (i) Applicable Law that relates to (a) felonies, (b) fraud, (c) activities related to the conduct of Customer’s business or (d) activities related to the securities industry (except in the case of (c) or (d), where the failure to do so would not have a material adverse effect on Customer or its ability to perform under the Contracts, as determined in good faith by the BNPP EntitiesEntitles), (ii) all orders and awards binding on Customer or its property, (iii) Customer’s internal documents and policies (including organizational documents) (except where the such failure to do so would not have a material adverse effect on Customer or its ability to perform under the Contracts, as determined in good faith by the BNPP Entities), and (ivIv) all material contracts (including this Agreement) or other instruments binding on or affecting Customer or any of its property (except where the failure to do so would not have a material adverse effect on Customer or its ability to perform under the Contracts, as determined in good faith by the BNPP Entities)property. Further, Customer maintains adequate controls to be reasonably assured of such compliance (except where the failure to do so would not compliance. Except as previously disclosed In Customer’s public filings, there are and have a material adverse effect on Customer or its ability to perform under the Contracts, as determined in good faith by the BNPP Entities). There are been no legal criminal or governmental proceedings enforcement proceedings, investigations, or investigations other litigation pending or, to Customer’s knowledge, threatened which relate to (a) felonies, (b) fraud, (c) activities related to the conduct of Customer’s business or, to Customer’s Knowledge, the business of Customer’s investment advisers or threatened (d) activities related to the security industry to which Customer or any Related Person is a party or to which any of the properties of Customer or any Related Person is subject that relate to (a) felonies, (b) fraud, (c) activities related to the conduct of Customer’s business or (d) activities related to the securities industry (excluding, in the case of (c) or (d), any such proceeding or investigation that would not have a material adverse effect on Customer or its ability to perform under the Contracts, as determined in good faith by the BNPP Entities , and provided that, in the case of (a) or (b), it shall not be an Event of Default under Section 5(a)(iv) where Customer has notified the BNPP Entities of such threatened or pending proceedings or investigations). Further, to Customer’s knowledge, the education, employment and other qualifications for the officers for the Customer in the prospectus provided to any investors or otherwise made available by the Customer are correct in all material respectsand complete.

Non-Contravention; Compliance with Applicable Laws. Customer is and will at all times be, in compliance with (i) Applicable Law that relates to (aA) felonies, (bB) fraud, (cC) activities related to the conduct of Customer’s business or (dD) activities related to the securities industry (except in the case of (cC) or (dD), where the failure to do so would not have a material adverse effect on Customer or its ability to perform under the Contracts, as reasonably determined in good faith by the BNPP Entities), (ii) all orders and awards binding on Customer or its property, (iii) Customer’s internal documents and policies (including organizational documents) (except where the such failure to do so would not have a material adverse effect on Customer or its ability to perform under the Contracts, as reasonably determined in good faith by the BNPP Entities), and (iv) all material contracts (including this Agreement) or other instruments binding on or affecting Customer or any of its property (except where the failure to do so would not have a material adverse effect on Customer or its ability to perform under the Contracts, as determined in good faith by the BNPP Entities)property. Further, Customer maintains adequate controls to be reasonably assured of such compliance (except where the failure to do so would not compliance. Except as previously disclosed in Customer’s public filings, there are and have a material adverse effect on Customer or its ability to perform under the Contracts, as determined in good faith by the BNPP Entities). There are been no legal criminal or governmental proceedings enforcement proceedings, investigations, or investigations other litigation pending or threatened which relate to (a) felonies, (b) fraud, (c) activities related to the conduct of Customer’s business or, to Customer’s knowledge, the business of Customer’s investment advisers or (d) activities related to the security industry to which Customer or any Related Person is a party or to which any of the properties of Customer or any Related Person is subject that relate to (a) felonies, (b) fraud, (c) activities related to the conduct of Customer’s business or (d) activities related to the securities industry (excluding, in the case of (c) or (d), any such proceeding or investigation that would not have a material adverse effect on Customer or its ability to perform under the Contracts, as determined in good faith by the BNPP Entities , and provided that, in the case of (a) or (b), it shall not be an Event of Default under Section 5(a)(iv) where Customer has notified the BNPP Entities of such threatened or pending proceedings or investigations)subject. Further, to Customer’s knowledge, the education, employment and other qualifications for the officers for the Customer in the prospectus most recent annual report or proxy statement provided to any investors investors, filed with the Securities and Exchange Commission or otherwise made available by the Customer are correct in all material respectsand complete.

Non-Contravention; Compliance with Applicable Laws. Customer is has at all times been, is, and will at all times be, in compliance with (i) Applicable Law that relates to (a) felonies, (b) fraud, (c) activities related to the conduct of Customer’s business or (d) activities related to the securities industry (except in the case of (c) or (d), where the failure to do so would not have a material adverse effect on Customer or its ability to perform under the Contracts, as determined by the BNPP Entities in good faith and a commercially reasonable manner or (d) activities related to the securities industry except where the failure to do so would not have a material adverse effect on Customer or its ability to perform under the Contracts, as determined by the BNPP Entities)Entities in good faith and a commercially reasonable manner, (ii) all judicial orders and awards binding on Customer or its property, (iii) Customer’s internal documents and policies (including organizational documents) (except where the failure to do so would not have a material adverse effect on Customer or its ability to perform under the Contracts, as determined by the BNPP Entities in good faith and a commercially reasonable manner), (iii) Customer’s organizational documents and the prospectus provided to any investors or otherwise made available by the BNPP Entities)Customer in all material respects, and (iv) all material contracts (including this Agreement) with BNPP PB or other material instruments with BNPP PB binding on or affecting Customer or any of its property (except where the failure in all material respects subject to do so would not have a material adverse effect on Customer or its ability to perform under the Contracts, as determined in good faith by the BNPP Entities)any relevant notice and cure periods. Further, Customer maintains adequate controls to be reasonably assured of such compliance compliance. Further, there is and has not been (except where a) the failure to do so would not have public commencement of formal criminal charges or proceedings by a material adverse effect on Customer or its ability to perform under the Contracts, as determined in good faith by the BNPP Entities). There are no legal or governmental proceedings or investigations pending or threatened to which court against Customer or any Related Person is Person, or a party formal arrest of any Related Person, or to which (b) the public filing or public announcement by any governmental or regulatory body of the properties of enforcement proceedings against Customer or any Related Person is subject that relate to Person, in all cases specified in (a) felonies, and (b) fraudabove, alleging fraud (c) activities including any unlawful scheme to defraud investors), embezzlement, money laundering, xxxxxxx xxxxxxx, market manipulation, material violations of securities laws or security regulations, or a felony related to any of the conduct of Customer’s business or (d) activities related to the securities industry (excluding, in the case of (c) or (d), any such proceeding or investigation that would not have a material adverse effect on Customer or its ability to perform under the Contracts, as determined in good faith by the BNPP Entities , and provided that, in the case of (a) or (b), it shall not be an Event of Default under Section 5(a)(iv) where Customer has notified the BNPP Entities of such threatened or pending proceedings or investigations). Further, to Customer’s knowledge, the education, employment and other qualifications for the officers for the Customer in the prospectus provided to any investors or otherwise made available by the Customer are correct in all material respectsforegoing.

Non-Contravention; Compliance with Applicable Laws. Customer is has at all times been, is, and will at all times be, in compliance with (i) Applicable Law that relates to (a) felonies, (b) fraud, (c) activities related to the conduct of Customer’s business or (d) activities related to the securities industry (except in the case of (c) or (d), where the failure to do so would not have a material adverse effect on Customer or its ability to perform under the Contracts, as determined by the BNPP Entities in good faith and a commercially reasonable manner or (d) activities related to the securities industry except where the failure to do so would not have a material adverse effect on Customer or its ability to perform under the Contracts, as determined by the BNPP Entities)Entities in good faith and a commercially reasonable manner, (ii) all judicial orders and awards binding on Customer or its property, (iii) Customer’s internal documents and policies (including organizational documents) (except where the failure to do so would not have a material adverse effect on Customer or its ability to perform under the Contracts, as determined by the BNPP Entities in good faith and a commercially reasonable manner), (iii) Customer’s organizational documents and the prospectus provided to any investors or otherwise made available by the BNPP Entities)Customer in all material respects, and (iv) all material contracts (including this Agreement) with BNPP PB or other material instruments with BNPP PB binding on or affecting Customer or any of its property (except where the failure in all material respects subject to do so would not have a material adverse effect on Customer or its ability to perform under the Contracts, as determined in good faith by the BNPP Entities)any relevant notice and cure periods. Further, Customer maintains adequate controls to be reasonably assured of such compliance compliance. Further, there is and has not been (except where a) the failure to do so would not have public commencement of formal criminal charges or proceedings by a material adverse effect on Customer or its ability to perform under the Contracts, as determined in good faith by the BNPP Entities). There are no legal or governmental proceedings or investigations pending or threatened to which court against Customer or any Related Person is Person, or a party formal arrest of any Related Person, or to which (b) the public filing or public announcement by any governmental or regulatory body of the properties of enforcement proceedings against Customer or any Related Person is subject that relate to Person, in all cases specified in (a) felonies, and (b) fraudabove, alleging fraud (c) activities including any unlawful scheme to defraud investors), embezzlement, money laundering, insidxx xxxxxxx, xxxket manipulation, material violations of securities laws or security regulations, or a felony related to any of the conduct of Customer’s business or (d) activities related to the securities industry (excluding, in the case of (c) or (d), any such proceeding or investigation that would not have a material adverse effect on Customer or its ability to perform under the Contracts, as determined in good faith by the BNPP Entities , and provided that, in the case of (a) or (b), it shall not be an Event of Default under Section 5(a)(iv) where Customer has notified the BNPP Entities of such threatened or pending proceedings or investigations). Further, to Customer’s knowledge, the education, employment and other qualifications for the officers for the Customer in the prospectus provided to any investors or otherwise made available by the Customer are correct in all material respectsforegoing.

Non-Contravention; Compliance with Applicable Laws. Customer is and will at all times be, in compliance with (i) Applicable Law that relates to (a) felonies, (b) fraud, (c) activities related to the conduct of Customer’s business or (d) activities related to the securities industry (except in the case of (c) or (d), where the failure to do so would not have a material adverse effect on Customer or its ability to perform under the Contracts, as determined in good faith by the BNPP BofA Entities), (ii) all orders and awards binding on Customer or its property, (iii) Customer’s internal documents and policies (including organizational documents) (except where the such failure to do so would not have a material adverse effect on Customer or its ability to perform under the Contracts, as determined in good faith by the BNPP BofA Entities), and (iv) all material contracts (including this Agreement) or other instruments binding on or affecting Customer or any of its property (except where the failure to do so would not have a material adverse effect on Customer or its ability to perform under the Contracts, as determined in good faith by the BNPP Entities)property. Further, Customer maintains adequate controls to be reasonably assured of such compliance (except where the failure to do so would not compliance. Except as previously disclosed in Customer’s public filings, there are and have a material adverse effect on Customer or its ability to perform under the Contracts, as determined in good faith by the BNPP Entities). There are been no legal criminal or governmental proceedings enforcement proceedings, investigations, or investigations other litigation pending or, to Customer’s knowledge, threatened which relate to (a) felonies, (b) fraud, (c) activities related to the conduct of Customer’s business or, to Customer’s knowledge, the business of Customer’s investment advisers or threatened (d) activities related to the security industry to which Customer or any Related Person is a party or to which any of the properties of Customer or any Related Person is subject that relate to (a) felonies, (b) fraud, (c) activities related to the conduct of Customer’s business or (d) activities related to the securities industry (excluding, in the case of (c) or (d), any such proceeding or investigation that would not have a material adverse effect on Customer or its ability to perform under the Contracts, as determined in good faith by the BNPP Entities , and provided that, in the case of (a) or (b), it shall not be an Event of Default under Section 5(a)(iv) where Customer has notified the BNPP Entities of such threatened or pending proceedings or investigations)subject. Further, to Customer’s knowledge, the education, employment and other qualifications for the officers for the Customer in the prospectus provided to any investors or otherwise made available by the Customer are correct in all material respectsand complete.

Non-Contravention; Compliance with Applicable Laws. Customer is is, and will at all times be, in compliance with (i) Applicable Law that relates to (a) felonies, (b) fraud, (c) activities related to the conduct of Customer’s business or (d) activities related to the securities industry (except in the case of (c) or (d), where the failure to do so would not have a material adverse effect on Customer or its ability to perform under the Contracts, as determined in good faith by the BNPP Entities)industry, (ii) all orders and awards binding on Customer or its property, (iii) Customer’s internal documents and policies (including organizational documents), and (iv) all material contracts (except including this Agreement) or other instruments binding on or affecting Customer or any of its property, except, in the case of clauses (i)(c), (i)(d), (ii), (iii) and (iv) above, where the failure to do so would not have a material adverse effect on Customer or its ability to perform under the Contracts, as reasonably determined in good faith by the BNPP Entities), and (iv) all contracts (including this Agreement) or other instruments binding on or affecting Customer or any of its property (except where the failure to do so would not have a material adverse effect on Customer or its ability to perform under the Contracts, as determined in good faith by the BNPP Entities). Further, Customer maintains adequate controls to be reasonably assured of such compliance (except where the failure to do so would not compliance. Except as previously disclosed in Customer’s public filings, there are and have a material adverse effect on Customer or its ability to perform under the Contracts, as determined in good faith by the BNPP Entities). There are been no legal criminal or governmental proceedings enforcement proceedings, investigations, or investigations other litigation pending or threatened which relate to (a) felonies, (b) fraud, (c) activities related to the conduct of Customer’s business or, to Customer’s knowledge, the business of Customer’s investment advisers or (d) activities related to the security industry to which Customer or any Related Person is a party or to which any of the properties of Customer or any Related Person is subject that relate to (a) felonies, (b) fraud, (c) activities related to the conduct of Customer’s business or (d) activities related to the securities industry (excluding, in the case of (c) or (d), any such proceeding or investigation that would not have a material adverse effect on Customer or its ability to perform under the Contracts, as determined in good faith by the BNPP Entities , and provided that, in the case of (a) or (b), it shall not be an Event of Default under Section 5(a)(iv) where Customer has notified the BNPP Entities of such threatened or pending proceedings or investigations)subject. Further, to Customer’s knowledge, the education, employment and other qualifications for the officers for the Customer in the prospectus most recent annual report or proxy statement provided to any investors investors, filed with the Securities and Exchange Commission or otherwise made available by the Customer are correct in all material respectsand complete.