Article 6. JVS and SFMA Representations and Warranties

Article 6 of the Pathways to Economic Advancements, Pay for Success Contract.

Table of Contents

Article 6. JVS and SFMA Representations and Warranties

Section 6.01 JVS Representations and Warranties.

(a) Organization, Good Standing and Qualification. JVS represents and warrants that it is a Massachusetts nonprofit corporation duly organized, validly existing and in good standing under the Laws of the Commonwealth and has all requisite authority to own, operate and lease its properties and assets, to carry on its business as currently conducted, to provide services in accordance with this PFS Contract, and to enter into and perform its obligations under this PFS Contract and to consummate the transactions contemplated hereby.

(b) Authorization; Enforceability. The execution and delivery of this PFS Contract by JVS, the performance of the obligations hereunder by JVS, and the consummation by JVS of the transactions contemplated hereby have been duly authorized by all necessary action on the part of JVS, and no other proceedings or actions on the part of JVS are necessary to authorize the execution and delivery of this PFS Contract by JVS and the execution by JVS of the JVS Services pursuant to the terms hereof. This PFS Contract has been duly and validly executed and delivered by JVS and constitutes the valid and binding obligation of JVS, enforceable in accordance with its terms, except as enforcement may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other Laws of general application affecting enforcement of creditors' rights generally, or (ii) Laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

(c) Non-Contravention. The execution and delivery of this PFS Contract by JVS does not, and the performance by JVS of its obligations hereunder and the consummation of the transactions contemplated hereby shall not: (a) conflict with, result in any violation of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person or another party a right of termination, cancellation or acceleration of any obligation or result in a loss of a benefit or an increase in a cost or liability under: (i) any provision of the applicable organizational documents of JVS; (ii) any contract, lease, agreement or instrument by which JVS is bound or to which JVS' assets or properties are subject or (iii) any Law or Order applicable to or binding on JVS or any of JVS' assets and properties (except in each of (i), (ii) or (iii), where such conflict, violation, default, termination, cancellation, acceleration or loss would not reasonably be expected to have a material adverse effect on JVS or its ability to perform services under this PFS Contract).

(d) Governmental Consents. Assuming the execution, delivery and performance by JVS of its obligations pursuant to this PFS Contract, no consent, approval, authorization, license, Order of, or declaration, filing or registration with, or notification to, any Governmental Authority is required to be made or obtained, and no consent or approval of any other person is required by JVS in connection with the execution, delivery and performance of this PFS Contract or the consummation of the transactions contemplated hereby.

(e) Compliance with Laws; Litigation. To the knowledge of JVS, JVS is in material compliance with all applicable Laws, including, without limitation, Laws that are applicable to its properties and assets, the conduct of its operations and the performance of its services. There is no action of any nature pending or, to the knowledge of JVS, threatened, relating to or affecting JVS or any of its properties or assets, or that challenges or seeks to prevent, enjoin or delay the transactions contemplated in this PFS Contract, nor, to the knowledge of JVS, is there any reasonable basis therefor or any facts, threats, claims or allegations that would reasonably be expected to result in any such action.

Section 6.02 SFI Representations and Warranties.

(a) Organization, Good Standing and Qualification. SFI represents and warrants that it is a Massachusetts nonprofit corporation duly organized, validly existing and in good standing under the Laws of the Commonwealth and has all requisite authority to own, operate and lease its properties and assets, to carry on its business as currently conducted, to provide services in accordance with this PFS Contract, and to enter into and perform its obligations under this PFS Contract and to consummate the transactions contemplated hereby.

(b) Authorization; Enforceability. The execution and delivery of this PFS Contract by SFI, the performance of the obligations hereunder by SFI, and the consummation by SFI of the transactions contemplated hereby have been duly authorized by all necessary action on the part of SFI, and no other proceedings or actions on the part of SFI are necessary to authorize the execution and delivery of this PFS Contract by SFI and the execution by SFI of its obligations hereunder. This PFS Contract has been duly and validly executed and delivered by SFI and constitutes the valid and binding obligation of SFI, enforceable in accordance with its terms, except as enforcement may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other Laws of general application affecting enforcement of creditors' rights generally, or (ii) Laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

(c) Non-Contravention. The execution and delivery of this PFS Contract by SFI does not, and the performance by SFI of its obligations hereunder and the consummation of the transactions contemplated hereby shall not: (a) conflict with, result in any violation of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person or another party a right of termination, cancellation or acceleration of any obligation or result in a loss of a benefit or an increase in a cost or liability under: (i) any provision of the applicable organizational documents of SFI; (ii) any contract, lease, agreement or instrument by which SFI is bound or to which SFI's assets or properties are subject or (iii) any Law or Order applicable to or binding on SFI or any of SFI’s' assets and properties (except in each of (i), (ii) or (iii), where such conflict, violation, default, termination, cancellation, acceleration or loss would not reasonably be expected to have a material adverse effect on SFI or its ability to perform its obligations under this PFS Contract).

(d) Governmental Consents. Assuming the execution, delivery and performance by SFI of its obligations pursuant to this PFS Contract, no consent, approval, authorization, license, Order of, or declaration, filing or registration with, or notification to, any Governmental Authority is required to be made or obtained, and no consent or approval of any other person is required by SFI in connection with the execution, delivery and performance of this PFS Contract or the consummation of the transactions contemplated hereby.

(e) Compliance with Laws; Litigation. To the knowledge of SFI, SFI is in material compliance with all applicable Laws, including, without limitation, Laws that are applicable to its properties and assets, the conduct of its operations and the performance of its services. There is no action of any nature pending or, to the knowledge of SFI, threatened, relating to or affecting SFI or any of its properties or assets, or that challenges or seeks to prevent, enjoin or delay the transactions contemplated in this PFS Contract, nor, to the knowledge of SFI, is there any reasonable basis therefor or any facts, threats, claims or allegations that would reasonably be expected to result in any such action.

Section 6.03 SFMA Representations and Warranties.

(a) Organization, Good Standing and Qualification. SFMA represents and warrants that it is a Delaware limited liability company and wholly-owned subsidiary of Social Finance, Inc., a Massachusetts non-profit corporation, duly organized, validly existing and in good standing under the Laws of the Delaware and has all requisite authority to own, operate and lease its properties and assets, to carry on its business as currently conducted, to provide services in accordance with this PFS Contract, and to enter into and perform its obligations under this PFS Contract and to consummate the transactions contemplated hereby.

(b) Authorization; Enforceability. The execution and delivery of this PFS Contract by SFMA, the performance of the obligations hereunder by SFMA, and the consummation by SFMA of the transactions contemplated hereby have been duly authorized by all necessary action on the part of SFMA, and no other proceedings or actions on the part of SFMA are necessary to authorize the execution and delivery of this PFS Contract by SFMA and the execution by SFMA of its obligations hereunder. This PFS Contract has been duly and validly executed and delivered by SFMA and constitutes the valid and binding obligation of SFMA, enforceable in accordance with its terms, except as enforcement may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other Laws of general application affecting enforcement of creditors' rights generally, or (ii) Laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

(c) Non-Contravention. The execution and delivery of this PFS Contract by SFMA does not, and the performance by SFMA of its obligations hereunder and the consummation of the transactions contemplated hereby shall not: (a) conflict with, result in any violation of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person or another party a right of termination, cancellation or acceleration of any obligation or result in a loss of a benefit or an increase in a cost or liability under: (i) any provision of the applicable organizational documents of SFMA; (ii) any contract, lease, agreement or instrument by which JVS is bound or to which SFMA's assets or properties are subject or (iii) any Law or Order applicable to or binding on SFMA or any of SFMA’s’ assets and properties (except in each of (i), (ii) or (iii), where such conflict, violation, default, termination, cancellation, acceleration or loss would not reasonably be expected to have a material adverse effect on SFMA or its ability to perform its obligations under this PFS Contract).

(d) Governmental Consents. Assuming the execution, delivery and performance by SFMA of its obligations pursuant to this PFS Contract, no consent, approval, authorization, license, Order of, or declaration, filing or registration with, or notification to, any Governmental Authority is required to be made or obtained, and no consent or approval of any other person is required by SFMA in connection with the execution, delivery and performance of this PFS Contract or the consummation of the transactions contemplated hereby.

(e) Compliance with Laws; Litigation. To the knowledge of SFMA, SFMA is in material compliance with all applicable Laws, including, without limitation, Laws that are applicable to its properties and assets, the conduct of its operations and the performance of its services. There is no action of any nature pending or, to the knowledge of SFMA, threatened, relating to or affecting SFMA or any of its properties or assets, or that challenges or seeks to prevent, enjoin or delay the transactions contemplated in this PFS Contract, nor, to the knowledge of SFMA, is there any reasonable basis therefor or any facts, threats, claims or allegations that would reasonably be expected to result in any such action.

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