Common use of Representations of the Service Provider Clause in Contracts

Representations of the Service Provider. The Service Provider hereby warrants and represents towards the Company, as follows: (a) The Service Provider is not prevented or barred, in any way, from entering this Agreement and providing the Services to the Company hereunder. (b) The Service Provider has all licenses, permits and approvals as may be required by law for the performance of the Services, including, without limitation, up-to-date tax obligations and a valid driving license. (c) The Service Provider shall perform the Services in a diligent, timely, faithful, responsible, competent and trustworthy manner and shall comply with all applicable laws, and in particular the applicable road transport laws. It is hereby clarified that the performance of the Services may require using a mobile phone by pressing certain keys thereon, and the Service Provider undertakes not to perform such actions while driving the vehicle in a way which may constitute a violation of any law. In case the Service Provider suspects that the performance of the Services may constitute violation of the law, the Service Provider shall stop the driving of the vehicle and perform the required action in a manner that complies with the applicable law. (d) During the entire term of this Agreement and as long as the Service Provider provides the Services, the Service Provider shall procure and maintain all necessary insurance policies that cover any action performed for the purpose of the provision of the Services and cover any and all damages or losses which may be suffered by the Service Provider or by any third party in connection to the provision of the Services. Without derogating from the aforementioned, the terms and conditions of the insurance policies shall not be less than the common insurance policies for such activities in the relevant territory. The Service Provider shall comply with the conditions of the insurance policies affected by it and fully and punctually pay the insurance premiums. (e) The Service Provider shall inform the Company immediately upon the occurrence of any damage, defect, fault or other event that requires a report according to reasonable person standards. (f) The Service Provider shall, immediately upon the Company’s first request, indemnify, defend and hold harmless the Company, and its respective successors and assignees, directors, officers, shareholders and Service Providers (collectively, the “Indemnified Parties”) from and against any and all losses, costs, claims, liabilities, judgments, damages and expenses, including without limitation reasonable attorneys’ fees and expenses arising out of or relating to the performance of the Services. (g) It is hereby clarified that in no event will the Company or any Indemnified Party be liable to the Service Provider or any other third party for any damages, losses and liabilities in connection with the provision of the Services.

Representations of the Service Provider. The Service Provider hereby warrants represents and represents towards warrants, which representations and warranties shall be deemed to be continuing throughout the Companyterm of this Agreement, as followsthat: (aA) The It will maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-l of the 1940 Act) with respect to Service Provider’ services under this Agreement, will provide certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust. (B) It shall develop and maintain a plan for recovery from force majeure events consistent with the plan then generally in effect across Service Provider’ client base, which plan shall include contractual arrangements with appropriate parties making reasonable provision for emergency use of electronic data processing equipment (the “DRBCP”). During the term of this Agreement, the DRBCP shall not be modified in a manner that would be reasonably likely to impair the responsiveness of Service Provider is not prevented or barredthe implementation of such DRBCP, in any way, from entering or to materially reduce Service Provider’ business continuity or preparation for a disaster recovery event (including as to testing and reporting). (C) It shall develop and maintain policies and procedures designed to protect the security of Confidential Information (defined below) received pursuant to this Agreement and providing (“Data Security Policies”). During the Services term of this Agreement, the Data Securities Policies shall not be modified in a manner that would be reasonably likely to materially reduce the Company security of Confidential Information provided to Service Provider hereunder. (bD) The It will promptly notify the Trust in writing if it: (i) is served with or otherwise receives a formal notice of investigation from a regulatory body with jurisdiction over Service Provider, or if Service Provider has all licensesreceives a judgment with respect to any regulatory matter before or by any court, permits and approvals as may be required by law for the performance of the Services, public board or body (including, without limitation, up-to-date tax obligations and federal or state regulators) (an “Oversight Body”) related in any manner to services of the type provided to the Trust hereunder; or (ii) receives a valid driving license. (c) The deficiency letter from an Oversight Body citing Service Provider shall perform for potential violations of any Applicable Laws (each such notice of investigation, final judgment or deficiency letter, a “Regulatory Notice”). Service Provider will, no later than the Services next meeting of the Board, provide the Trust with a written summary of material legal matters in a diligentsuch Regulatory Notice and, timelyto the extent applicable, faithfulService Provider’ response(s) thereto. In responding to any requests from an Oversight Body, responsibleService Provider will take reasonable steps to maintain the confidentiality of any Confidential Information of the Trust provided to the Oversight Body (e.g., competent requesting confidentiality pursuant to appropriate provisions under the Freedom of Information Act and trustworthy manner and shall comply with all applicable similar acts or laws), and in particular will maintain and provide to the applicable road transport laws. It is hereby clarified that Trust on request copies of any records provided to an Oversight Body pertaining to the performance of the Services may require using a mobile phone by pressing certain keys thereonTrust, and the Service Provider undertakes not to perform unless such actions while driving the vehicle in a way which may disclosure would constitute a violation of any lawApplicable Laws. In case the Service Provider suspects that the performance of the Services may constitute violation of the law, the Service Provider shall stop the driving of the vehicle and perform the required action in 11 | P a manner that complies with the applicable law. (d) During the entire term of this Agreement and as long as the Service Provider provides the Services, the Service Provider shall procure and maintain all necessary insurance policies that cover any action performed for the purpose of the provision of the Services and cover any and all damages or losses which may be suffered by the Service Provider or by any third party in connection to the provision of the Services. Without derogating from the aforementioned, the terms and conditions of the insurance policies shall not be less than the common insurance policies for such activities in the relevant territory. The Service Provider shall comply with the conditions of the insurance policies affected by it and fully and punctually pay the insurance premiums. (g e) The Service Provider shall inform the Company immediately upon the occurrence of any damage, defect, fault or other event that requires a report according to reasonable person standards. (f) The Service Provider shall, immediately upon the Company’s first request, indemnify, defend and hold harmless the Company, and its respective successors and assignees, directors, officers, shareholders and Service Providers (collectively, the “Indemnified Parties”) from and against any and all losses, costs, claims, liabilities, judgments, damages and expenses, including without limitation reasonable attorneys’ fees and expenses arising out of or relating to the performance of the Services. (g) It is hereby clarified that in no event will the Company or any Indemnified Party be liable to the Service Provider or any other third party for any damages, losses and liabilities in connection with the provision of the Services.

Representations of the Service Provider. The Service Provider hereby warrants represents and represents towards warrants, which representations and warranties shall be deemed to be continuing throughout the Companyterm of this Agreement, as followsthat: (aA) The It will maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-l of the 1940 Act) with respect to Service Provider’ services under this Agreement, will provide certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust. (B) It shall develop and maintain a plan for recovery from force majeure events consistent with the plan then generally in effect across Service Provider’ client base, which plan shall include contractual arrangements with appropriate parties making reasonable provision for emergency use of electronic data processing equipment (the “DRBCP”). During the term of this Agreement, the DRBCP shall not be modified in a manner that would be reasonably likely to impair the responsiveness of Service Provider is not prevented or barredthe implementation of such DRBCP, in any way, from entering or to materially reduce Service Provider’ business continuity or preparation for a disaster recovery event (including as to testing and reporting). (C) It shall develop and maintain policies and procedures designed to protect the security of Confidential Information (defined below) received pursuant to this Agreement and providing (“Data Security Policies”). During the Services term of this Agreement, the Data Securities Policies shall not be modified in a manner that would be reasonably likely to materially reduce the Company security of Confidential Information provided to Service Provider hereunder. (bD) The It will promptly notify the Trust in writing if it: (i) is served with or otherwise receives a formal notice of investigation from a regulatory body with jurisdiction over Service Provider, or if Service Provider has all licensesreceives a judgment with respect to any regulatory matter before or by any court, permits and approvals as may be required by law for the performance of the Services, public board or body (including, without limitation, up-to-date tax obligations and federal or state regulators) (an “Oversight Body”) related in any manner to services of the type provided to the Trust hereunder; or (ii) receives a valid driving license. (c) The deficiency letter from an Oversight Body citing Service Provider shall perform for potential violations of any Applicable Laws (each such notice of investigation, final judgment or deficiency letter, a “Regulatory Notice”). Service Provider will, no later than the Services next meeting of the Board, provide the Trust with a written summary of material legal matters in a diligentsuch Regulatory Notice and, timelyto the extent applicable, faithfulService Provider’ response(s) thereto. In responding to any requests from an Oversight Body, responsibleService Provider will take reasonable steps to maintain the confidentiality of any Confidential Information of the Trust provided to the Oversight Body (e.g., competent requesting confidentiality pursuant to appropriate provisions under the Freedom of Information Act and trustworthy manner and shall comply with all applicable similar acts or laws), and in particular will maintain and provide to the applicable road transport laws. It is hereby clarified that Trust on request copies of any records provided to an Oversight Body pertaining to the performance of the Services may require using a mobile phone by pressing certain keys thereonTrust, and the Service Provider undertakes not to perform unless such actions while driving the vehicle in a way which may disclosure would constitute a violation of any law. In case the Service Provider suspects that the performance of the Services may constitute violation of the law, the Service Provider shall stop the driving of the vehicle and perform the required action in a manner that complies with the applicable lawApplicable Laws. (d) During the entire term of this Agreement and as long as the Service Provider provides the Services, the Service Provider shall procure and maintain all necessary insurance policies that cover any action performed for the purpose of the provision of the Services and cover any and all damages or losses which may be suffered by the Service Provider or by any third party in connection to the provision of the Services. Without derogating from the aforementioned, the terms and conditions of the insurance policies shall not be less than the common insurance policies for such activities in the relevant territory. The Service Provider shall comply with the conditions of the insurance policies affected by it and fully and punctually pay the insurance premiums. (e) The Service Provider shall inform the Company immediately upon the occurrence of any damage, defect, fault or other event that requires a report according to reasonable person standards. (f) The Service Provider shall, immediately upon the Company’s first request, indemnify, defend and hold harmless the Company, and its respective successors and assignees, directors, officers, shareholders and Service Providers (collectively, the “Indemnified Parties”) from and against any and all losses, costs, claims, liabilities, judgments, damages and expenses, including without limitation reasonable attorneys’ fees and expenses arising out of or relating to the performance of the Services. (g) It is hereby clarified that in no event will the Company or any Indemnified Party be liable to the Service Provider or any other third party for any damages, losses and liabilities in connection with the provision of the Services.

Representations of the Service Provider. The Service Provider hereby warrants represents and represents towards warrants, which representations and warranties shall be deemed to be continuing throughout the Companyterm of this Agreement, as followsthat: (aA) The It will maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-l of the 1000 Xxx) with respect to Service Provider’ services under this Agreement, will provide certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust. (B) It shall develop and maintain a plan for recovery from force majeure events consistent with the plan then generally in effect across Service Provider’ client base, which plan shall include contractual arrangements with appropriate parties making reasonable provision for emergency use of electronic data processing equipment (the “DRBCP”). During the term of this Agreement, the DRBCP shall not be modified in a manner that would be reasonably likely to impair the responsiveness of Service Provider is not prevented or barredthe implementation of such DRBCP, in any way, from entering or to materially reduce Service Provider’ business continuity or preparation for a disaster recovery event (including as to testing and reporting). (C) It shall develop and maintain policies and procedures designed to protect the security of Confidential Information (defined below) received pursuant to this Agreement and providing (“Data Security Policies”). During the Services term of this Agreement, the Data Securities Policies shall not be modified in a manner that would be reasonably likely to materially reduce the Company security of Confidential Information provided to Service Provider hereunder. (bD) The It will promptly notify the Trust in writing if it: (i) is served with or otherwise receives a formal notice of investigation from a regulatory body with jurisdiction over Service Provider, or if Service Provider has all licensesreceives a judgment with respect to any regulatory matter before or by any court, permits and approvals as may be required by law for the performance of the Services, public board or body (including, without limitation, up-to-date tax obligations and federal or state regulators) (an “Oversight Body”) related in any manner to services of the type provided to the Trust hereunder; or (ii) receives a valid driving license. (c) The deficiency letter from an Oversight Body citing Service Provider shall perform for potential violations of any Applicable Laws (each such notice of investigation, final judgment or deficiency letter, a “Regulatory Notice”). Service Provider will, no later than the Services next meeting of the Board, provide the Trust with a written summary of material legal matters in a diligentsuch Regulatory Notice and, timelyto the extent applicable, faithfulService Provider’ response(s) thereto. In responding to any requests from an Oversight Body, responsibleService Provider will take reasonable steps to maintain the confidentiality of any Confidential Information of the Trust provided to the Oversight Body (e.g., competent requesting confidentiality pursuant to appropriate provisions under the Freedom of Information Act and trustworthy manner and shall comply with all applicable similar acts or laws), and in particular will maintain and provide to the applicable road transport laws. It is hereby clarified that Trust on request copies of any records provided to an Oversight Body pertaining to the performance of the Services may require using a mobile phone by pressing certain keys thereonTrust, and the Service Provider undertakes not to perform unless such actions while driving the vehicle in a way which may disclosure would constitute a violation of any lawApplicable Laws. In case the Service Provider suspects that the performance of the Services may constitute violation of the law, the Service Provider shall stop the driving of the vehicle and perform the required action in 11 | P a manner that complies with the applicable law. (d) During the entire term of this Agreement and as long as the Service Provider provides the Services, the Service Provider shall procure and maintain all necessary insurance policies that cover any action performed for the purpose of the provision of the Services and cover any and all damages or losses which may be suffered by the Service Provider or by any third party in connection to the provision of the Services. Without derogating from the aforementioned, the terms and conditions of the insurance policies shall not be less than the common insurance policies for such activities in the relevant territory. The Service Provider shall comply with the conditions of the insurance policies affected by it and fully and punctually pay the insurance premiums. (g e) The Service Provider shall inform the Company immediately upon the occurrence of any damage, defect, fault or other event that requires a report according to reasonable person standards. (f) The Service Provider shall, immediately upon the Company’s first request, indemnify, defend and hold harmless the Company, and its respective successors and assignees, directors, officers, shareholders and Service Providers (collectively, the “Indemnified Parties”) from and against any and all losses, costs, claims, liabilities, judgments, damages and expenses, including without limitation reasonable attorneys’ fees and expenses arising out of or relating to the performance of the Services. (g) It is hereby clarified that in no event will the Company or any Indemnified Party be liable to the Service Provider or any other third party for any damages, losses and liabilities in connection with the provision of the Services.

Representations of the Service Provider. The Service Provider hereby warrants and represents towards the Company, as follows: (a) The Service Provider is not prevented or barred, in any way, from entering this Agreement and providing the Services to the Company hereunder. (b) The Service Provider shall provide itself with a motor vehicle to perform the Service. The Company shall not provide a motor vehicle. (c) The Service Provider has all licenses, permits and approvals as may be required by law for the performance of the Services, including, without limitation, up-to-date tax obligations and obligations, a valid driving licenselicense and a fully paid registration for the vehicle or vehicles that may be used by the Service Provider for the provision of the Service from time to time. (cd) The Service Provider shall perform the Services in a diligent, timely, faithful, responsible, competent and trustworthy manner manner, without compromising, risking or damaging the reputation of the EasyPark brand and shall comply with all applicable laws, and in particular the applicable road transport lawsand safety laws and all relevant occupational health and safety regulations that may be applicable by laws and regulation from time to time. It is hereby clarified that the performance of the Services may require using a mobile phone by pressing certain keys thereon, and the Service Provider undertakes not to perform such actions while driving the vehicle in a way which may constitute a violation of any law. In case the Service Provider suspects that the performance of the Services may constitute violation of the law, the Service Provider shall stop the driving of driving, park the vehicle safely and legally, and perform the required action in a manner that complies with the applicable law. (de) During the entire term of this Agreement and as long as the Service Provider provides the Services, the Service Provider shall procure and maintain all necessary insurance policies that cover any action performed for the purpose of the provision of the Services and cover any and all damages or losses which may be suffered by the Service Provider or by any third party in connection to the provision of the Services. Without derogating from the aforementioned, the terms and conditions of the insurance policies shall not be less than the common insurance policies for such activities in the relevant territory. The Service Provider shall comply with the conditions of the insurance policies affected by it and fully and punctually pay the insurance premiums. (ef) The Service Provider shall inform the Company immediately upon the occurrence of any damage, defect, fault or other event that requires a report according to reasonable person standards. (fg) The Service Provider shall, immediately upon the Company’s first request, indemnify, defend and hold harmless the Company, and its respective successors and assignees, directors, officers, shareholders and Service Providers (collectively, the “Indemnified Parties”) from and against any and all losses, costs, claims, liabilities, judgments, damages and expenses, including without limitation reasonable attorneys’ fees and expenses arising out of or relating to the performance of the Services. (gh) It is hereby clarified The Service Provider acknowledges and accepts that in no event will the Company or any Indemnified Party be liable to the Service Provider or any other third party for any damages, losses and liabilities in connection with the provision of the Services. (i) The Service Provider acknowledges and accepts that a breach of in clauses 2(a) to 2(g) shall be deemed as a material breach of this Agreement. In case of material breach by the Service Provider the Company reserves the right to withhold or avoid payments of the Fee (or any accumulated Fees) in part or in full at its sole discretion. The Company hall also reserve the rights, as provided by law, to recover from the Service Provider any damages that may have been caused to the Company by the material breach made by the Service Provider.