Common use of Representations and Warranties of each Company Clause in Contracts

Representations and Warranties of each Company. Each Company represents and warrants to the Transfer Agent that: 5.1 It is duly organized, existing and in good standing under the laws of its state of formation. 5.2 It is empowered under applicable laws and by its organizational documents to enter into and perform this Agreement. 5.3 All requisite proceedings have been taken to authorize the Company to enter into, perform and receive services pursuant to this Agreement. 5.4 Where information provided by a Company or a Company’s investors includes information about an identifiable individual (“Personal Information”), such Company represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Transfer Agent, and as required for the Transfer Agent to use and disclose such Personal Information in connection with the performance of the services hereunder. Each Company acknowledges that the Transfer Agent may perform any of the services, and may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Company, including the United States and that information relating to the Company, including Personal Information of investors may be accessed by national security authorities, law enforcement and courts. The Transfer Agent shall be kept indemnified by and be without liability to a Company for any action taken or omitted by it in reliance upon this representation and warranty, including without limitation, any liability or costs in connection with claims or complaints for failure to comply with any applicable law that regulates the collection, processing, use or disclosure of Personal Information.